SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 for the quarterly period ended March 31, 2002

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 for the transition period from ____to ___



                        Commission file number: 000-29871


                                 RADVISION LTD.
                                 --------------
             (Exact Name of Registrant as Specified in Its Charter)

          Israel                                           N/A
          ------                                           ---
(State or Other Jurisdiction of                       (I.R.S. Employer
Incorporation or Organization)                        Identification No.)

               24 Raoul Wallenberg Street, Tel Aviv 69719, Israel
               --------------------------------------------------
                    (Address of Principal Executive Offices)

                                 972-3-645-5220
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
                       -----------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)



Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes [X] No [ ]

As of May 6, 2002 the Registrant had 19,936,030 Ordinary Shares, par value NIS
0.1 per share, outstanding.



<PAGE>


     Preliminary  Notes:  RADVision  Ltd.  is  incorporated  in Israel  and is a
"foreign  private issuer" as defined in Rule 3b-4 under the Securities  Exchange
Act of 1934 (the "1934 Act") and in Rule 405 under the  Securities  Act of 1933.
As a result,  it is eligible to file this quarterly  report on Form 6-K (in lieu
of Form  10-Q)  and to file its  annual  reports  on Form  20-F (in lieu of Form
10-K). However,  RADVision Ltd. elects to file its interim reports on Forms 10-Q
and 8-K and to file its annual reports on Form 10-K.

     Pursuant  to Rule  3a12-3  regarding  foreign  private  issuers,  the proxy
solicitations of RADVision Ltd. are not subject to the disclosure and procedural
requirements  of  Regulation  14A under the 1934 Act,  and  transactions  in its
equity  securities  by its officers and  directors are exempt from Section 16 of
the 1934 Act.





<PAGE>


                                 RADVISION LTD.

                                      INDEX


                                                                            Page
--------------------------------------------------------------------------------

Part I - Financial Information:

Item 1.  Condensed Consolidated Balance Sheets as of
              March 31, 2002 and December 31, 2001............................4

         Condensed Consolidated Statements of Operations -
             for the Three Months ended March 31, 2002 and 2001...............5

         Condensed Consolidated Statements of Cash Flows -
             for the Three Months ended March 31, 2002 and 2001...............6

         Notes to Condensed Consolidated Financial Statements.................7

Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations................... 9


Item 3.  Quantitative and Qualitative Disclosure About Market Risk...........13


Part II - Other Information:

Item 1.  Legal Proceedings...................................................14

Item 2.  Changes in Securities and Use of Proceeds...........................14

Item 3.  Defaults Upon Senior Securities.....................................15

Item 4.  Submission of Matters to a Vote of Security Holders.................15

Item 5.  Other Information...................................................15

Item 6.  Exhibits and Reports on Form 8-K....................................15

         Signatures..........................................................16



<PAGE>


                                 RADVISION LTD.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                (In thousands of U.S. Dollars except share data)

                         PART I - FINANCIAL INFORMATION


                                                     March 31,      December 31,
                                                        2002            2001
                                                    (Unaudited)       (Audited)
                                                    -----------       ---------
Current assets
  Cash and cash equivalents                         $  6,305         $  6,717
  Short-term investments                              35,043           52,785
  Trade receivables, net of allowance for
    doubtful accounts of $1,015 (2001 - $1,126)        5,133            5,078
  Other receivables and prepaid expenses               1,872            1,259
  Inventories                                          1,168            1,884
                                                    --------         --------
         Total current assets                         49,521           67,723
                                                    --------         --------
Long-term investments                                 43,485           26,326
                                                    --------         --------
Property and equipment, net                            4,130            4,518
                                                    --------         --------
Deposits with insurance companies                      1,265            1,200
                                                    --------         --------
         Total assets                               $ 98,401         $ 99,767
                                                    ========         ========
Current liabilities
  Current maturities of long-term loans             $     12         $     19
  Trade payables                                          78              765
  Other payables and accrued expenses                 14,461           13,562
                                                    --------         --------
    Total current liabilities                         14,551           14,346
                                                    --------         --------
Long-term liabilities
  Accrued severance pay                                1,833            1,872
                                                    --------         --------
    Total liabilities                                 16,384           16,218
                                                    --------         --------
Shareholders' equity
  Ordinary shares of NIS 0.1 par value:
    Authorized - 24,984,470 shares;
    Issued and outstanding - 19,899,105 shares as
    of March 31, 2002 (2001 - 19, 889,690 shares)        182              182
  Additional paid-in capital                         104,214          104,209
  Deferred compensation                                 (254)            (299)
  Accumulated deficit                                (10,368)         (10,640)
                                                    --------         --------
                                                      93,774           93,452
  Less cost of treasury stock - 1,866,115
    ordinary shares as of March 31, 2002
    (2001 - 1,585,446 shares)                         11,757            9,903
                                                    --------         --------
    Total shareholders' equity                        82,017           83,549
                                                    --------         --------
    Total liabilities and shareholders' equity      $ 98,401         $ 99,767
                                                    ========         ========

The  accompanying  notes form an integral part of these  consolidated  financial
statements.

                                       4

<PAGE>




                                 RADVISION LTD.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
         (In thousands of U.S. Dollars except per share and share data)


                                                        Three months ended
                                                            March 31,
                                                    ----------------------------
                                                         2002            2001
                                                    -------------    -----------
                                                             (Unaudited)

Revenues                                            $   11,558       $   14,895
Cost of revenues                                         2,559            3,725
                                                    ----------       ----------
Gross profit                                             8,999           11,170
                                                    ----------       ----------
Operating expenses
  Research and development expenses                      4,041            4,757
  Marketing and selling expenses                         4,469            4,840
  General and administrative expenses                      969            1,169
                                                    ----------       ----------
    Total operating expenses                             9,479           10,766
                                                    ----------       ----------

Operating income (loss)                                   (480)             404
Financial income, net                                      752            1,404
  Net income                                        $      272       $    1,808
                                                    ==========       ==========
Basic earnings per ordinary share                   $     0.01       $     0.09
                                                    ==========       ==========
Weighted average number of ordinary shares
  used in calculation                               18,168,617       19,196,316
                                                    ==========       ==========
Diluted earnings per ordinary share                 $     0.01       $     0.09
                                                    ==========       ==========
Weighted average number of ordinary shares
  used in calculation                               19,400,949       20,750,146
                                                    ==========       ==========

The  accompanying  notes form an integral part of these  consolidated  financial
statements.

                                       5

<PAGE>




                                 RADVISION LTD.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
         (In thousands of U.S. Dollars except per share and share data)

                                                            For the three months
                                                               ended March 31,
                                                            --------------------
                                                              2002        2001
                                                            --------    --------
                                                                (Unaudited)


CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                $   272     $ 1,808
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
    Income and expenses not affecting operating
      cash flows:
     Depreciation                                               685         346
     Severance pay, net                                        (104)        174
     Amortization of deferred compensation                       45          87
    Changes in operating assets and liabilities:
     Increase in trade receivables, net                         (55)       (269)
     Increase in other receivables and prepaid expenses        (613)        (77)
     Decrease in inventories                                    716       1,604
     Decrease in trade payables                                (687)     (1,705)
     Increase (decrease) in other payables and accrued
       expenses                                                 899      (4,433)
                                                            -------     -------
       Net cash provided by (used in) operating activities    1,158      (2,465)
                                                            -------     -------

CASH FLOWS FROM INVESTING ACTIVITIES
  Decrease in investments, net                                  583       1,005
  Purchase of property and equipment                           (297)       (430)
                                                            -------     -------
       Net cash provided by investing activities                286         575
                                                            -------     -------

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of share capital                                       5         106
  Purchase of treasury stock                                 (1,854)          -
  Payment of issuance expenses                                    -        (550)
  Repayment of long-term loans                                   (7)        (14)
                                                            -------     -------
       Net cash used in financing activities                 (1,856)       (458)
                                                            -------     -------

DECREASE IN CASH AND CASH EQUIVALENTS                          (412)     (2,348)
CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                                         6,717      41,617
                                                            -------     -------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                                             $ 6,305     $39,269
                                                            =======     =======

The  accompanying  notes form an integral part of these  consolidated  financial
statements.

                                       6

<PAGE>


                                 RADVISION LTD.

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 1  -      BASIS OF PRESENTATION

               The  condensed  consolidated  balance sheet as of March 31, 2002,
               the condensed consolidated statements of operations for the three
               months  periods  ended March 31, 2001 and 2002 and the  condensed
               consolidated statements of cash flows for the three month periods
               ended March 31,  2001 and 2002 have been  prepared by the Company
               without audit. The condensed  consolidated  balance sheet data as
               of December 31, 2001 has been derived from the Company's  audited
               financial statements as of that date.

               The  preparation  of  financial  statements  in  conformity  with
               generally  accepted  accounting  principles  in the United States
               requires management to make estimates and assumptions that affect
               the reported  amounts of assets and liabilities and disclosure of
               contingent  assets and  liabilities  at the date of the financial
               statements  and the  reported  amounts of revenues  and  expenses
               during the  reported  period.  Actual  results  could differ from
               those estimates.  In the opinion of management,  all adjustments,
               which  include only normal  recurring  adjustments,  necessary to
               present fairly the financial position,  results of operations and
               cash flows at March 31, 2001 and for all periods  presented  have
               been made.

               Certain information and footnote disclosures normally included in
               financial   statements  prepared  in  accordance  with  generally
               accepted  accounting  principles  have been  condensed or omitted
               pursuant to the  Securities  and  Exchange  Commission  rules and
               regulations.  These condensed financial statements should be read
               in conjunction  with the audited  financial  statements and notes
               thereto  included in the Company's Annual Report on Form 10-K for
               the year ended  December 31, 2001 filed with the  Securities  and
               Exchange Commission.

               The condensed  consolidated  financial  statements of the Company
               have  been  prepared  in U.S.  dollars,  as the  currency  of the
               primary  economic  environment  in which  the  operations  of the
               Company are  conducted is the U.S.  dollar.  All of the Company's
               sales are in U.S. dollars or are dollar-linked. Most purchases of
               materials and components and most marketing costs are denominated
               in  U.S.  dollars.  Therefore,  the  functional  currency  of the
               Company is the U.S. dollar.

               Transactions and balances originally  denominated in U.S. dollars
               are  presented  at  their  original  amounts.   Transactions  and
               balances in other  currencies are remeasured into U.S. dollars in
               accordance  with the  principles set forth in Statement No. 52 of
               the  Financial  Accounting  Standards  Board of the United States
               ("FASB"). Accordingly, items have been remeasured as follows:

                    -    Monetary  items - at the exchange rate in effect on the
                         balance sheet date.

                                       7

<PAGE>



                    -    Non monetary items - at historical exchange rates.

                    -    Revenue and expense  items - at the  exchange  rates in
                         effect as of the date of  recognition  of those  items,
                         excluding  depreciation  and other items  deriving from
                         non-monetary items.

               All exchange  gains and losses from the  remeasurement  mentioned
               above,  which  are  immaterial  for  all  periods  presented  are
               reflected in the statement of operations. The representative rate
               of exchange at March 31, 2002 was U.S.$1.00 = New Israeli  Shekel
               (NIS) 4.668 and at March 31, 2001 = NIS 4.192.


Note 2  -     RECENTLY ISSUED NEW ACCOUNTING STANDARDS

              In July 2001, the Financial Accounting Standards Board issued
              Statements of Financial Accounting Standards No. 141, Business
              Combinations ("SFAS 141") and No. 142, Goodwill and Other
              Intangible Assets ("SFAS 142"). SFAS 141 requires all business
              combinations initiated after September 30, 2001 to be accounted
              for using the purchase method. Under SFAS 142, goodwill and
              intangible assets with indefinite lives are no longer amortized
              but are reviewed annually (or more frequently if impairment
              indicators arise) for impairment. All other intangible assets will
              continue to be amortized over their estimated useful lives. The
              amortization provisions of SFAS 142 apply to goodwill and
              intangible assets acquired after March 31, 2002. With respect to
              goodwill and intangible assets acquired prior to July 1, 2001, the
              Company is required to adopt SFAS 142 effective January 1, 2002.
              The Company believes that the adoption of SFAS 141 and SFAS 142
              will not have an effect on its financial statements.

Note 3  -     INVENTORIES

                                             March 31, 2002    December 31, 2001
                                             --------------    -----------------
              Materials and components          $  472            $  991
              Work in process                      428               391
              Finished products                    268               502
                                                   ---               ---
                                                $1,168            $1,884
                                                ======            ======


Note 4  -     REPURCHASE OF ORDINARY SHARES

              On February 28, 2001, the Company announced that its Board of
              Directors authorized the repurchase of up to 10% of its
              outstanding ordinary shares in the open market from time to time
              at prevailing market prices. No time limit was given with respect
              to the duration of the share repurchase program. As of March 31,
              2002 the Company had repurchased 1,866,115 ordinary shares at a
              cost of $11.8 million. The Company may use the repurchased shares
              for issuance upon exercise of employee stock options or other
              corporate purposes.

                                        8

<PAGE>



Item 2.   Management's  Discussion and Analysis of Financial Condition and
          Results of Operations

The following is  management's  discussion  and analysis of certain  significant
factors which have affected our financial  position and operating results during
the  periods  included  in the  accompanying  condensed  consolidated  financial
statements.

The discussion  and analysis which follows in this quarterly  report may contain
trend  analysis  and other  forward-looking  statements  within  the  meaning of
Section 21E of the  Securities  Exchange  Act of 1934 which  reflect our current
views  with  respect to future  events  and  financial  results.  These  include
statements regarding our earnings,  projected growth and forecasts,  and similar
matters  that  are  not   historical   facts.   We  remind   shareholders   that
forward-looking  statements are merely  predictions and therefore are inherently
subject to  uncertainties  and other factors that could cause the future results
to differ  materially  from those described in the  forward-looking  statements.
These  uncertainties  and other  factors  include,  but are not  limited to, the
uncertainties and factors included in the "Risk Factors" contained in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2001.

Overview

We are a leading  designer,  developer  and supplier of products and  technology
that enable real-time voice, video and data communications over packet networks,
including the Internet and other IP networks.

We were incorporated in January 1992,  commenced  operations in October 1992 and
commenced sales of our products in the fourth quarter of 1994. Before that time,
our operations  consisted  primarily of research and  development and recruiting
personnel.  In 1995,  we  established  a wholly owned  subsidiary  in the United
States,  RADVision  Inc.,  which conducts our sales and marketing  activities in
North  America.  In 2000, we  established a wholly owned  subsidiary in the Hong
Kong, RADVision HK Ltd, which conducts our marketing activities in Asia Pacific.
In 2001,  we  established  a wholly  owned  subsidiary  in the  United  Kingdom,
RADVision (UK) Ltd, which conducts our marketing activities in England.

Revenues

We generate  revenues from sales of our  networking  products that are primarily
sold in the form of stand-alone  products,  and our technology products that are
primarily  sold in the form of  software  development  kits,  as well as related
maintenance and support services.  We generally recognize revenues from the sale
of our  products  upon  shipment  and  when  collection  is  probable.  Revenues
generated  from  maintenance  and support  services are deferred and  recognized
ratably over the period of the term of service. We price our networking products
on a per unit basis,  and grant discounts based upon unit volumes.  We price our
software  development  kits on the  basis of a  fixed-fee  plus  royalties  from
products developed using the software development kits. We sell our products and
technology  through direct sales and various indirect  distribution  channels in
North America, Europe, the Far East and Israel.

                                       9

<PAGE>




Results of Operations

The  following  table  presents,  as a percentage of total  revenues,  condensed
statements of operations data for the periods indicated:

                                                  Three months ended
                                                       March 31,
                                                  ------------------
                                                   2002         2001
                                                   ----         ----
                                                     %           %
    Revenues
       Networking products..................        72.1        67.2
       Technology products..................        27.9        32.8
       Total revenues.......................       100.0       100.0
    Cost of revenues
       Networking products..................        21.8        23.2
       Technology products..................         0.3         1.8
       Total cost of revenues...............        22.1        25.0
    Gross profit............................        77.9        75.0
    Operating expenses
       Research and development.............        35.0        31.9
       Marketing and selling................        38.7        32.5
       General and administrative...........         8.4         7.9
    Total operating expenses................        82.1        72.3
    Operating income (loss).................        (4.2)        2.7
    Financial income........................         6.5         9.4
    Net income..............................         2.3        12.1


Three Months Ended March 31, 2002 Compared with Three Months Ended March 31,
2001

Revenues. Revenues decreased from $14.9 million for the three months ended March
31, 2001 to $11.6  million for the three months ended March 31, 2002, a decrease
of $3.3 million,  or 22.1%.  This decrease was due to a $1.7 million,  or 34.7%,
decrease in sales of our technology  products and a decrease of $1.6 million, or
16%, in sales of our networking products.

Revenues from  networking  products  decreased  from $10.0 million for the three
months ended March 31, 2001 to $8.4 million for the three months ended March 31,
2002. The decrease is attributable to an ongoing softness in enterprise spending
all over the world.

Revenues  from  technology  products  decreased  from $4.9 million for the three
months ended March 31, 2001 to $3.2 million for the three months ended March 31,
2002.  This  decrease is primarily  attributable  to decreased  market demand as
budgets for these products declined due to the worldwide economic downturn.

Revenues  from sales to  customers  in the United  States  decreased  from $10.9
million,  or 73.2% of revenues,  for the three  months ended March 31, 2001,  to
$7.3 million, or 62.9% of revenues, for the three months ended March 31, 2002, a
decrease of $3.6 million,  or 33.0%.  This decrease in sales to customers in the
United States was primarily  attributable to the ongoing  softness in enterprise
spending in the United States.

                                       10

<PAGE>


Revenues  from sales to customers in Europe  remained  constant at $1.7 million,
or, for the three month periods  ended March 31, 2001 (11.4% of  revenues),  and
March 31, 2002 (14.7% of revenues).  Revenues from sales to customers in the Far
East  increased  from $1.6 million,  or 10.7% of revenues,  for the three months
ended March 31,  2001,  to $2.0  million,  or 17.2% of  revenues,  for the three
months ended March 31, 2002, an increase of $400,000, or 25.0%. This increase in
sales to  customers  in the Far East was  primarily  attributable  to  increased
market demand for our products in this region.

Revenues from sales to customers in Israel  decreased from $629,000,  or 4.2% of
revenues,  for the three months ended March 31, 2001,  to $ 537,000,  or 4.6% of
revenues,  for the three months ended March 31, 2002, a decrease of $92,000,  or
14.6%.

Cost of  Revenues.  Cost of revenues  decreased  from $3.7 million for the three
month  period  ended March 31, 2001 to $2.6  million for the three  months ended
March  31,  2002,  a  decrease  of $1.1  million,  or 29.7%.  Gross  profit as a
percentage of revenues increased from 75.0% for the three months ended March 31,
2001 to 77.9% for the three months ended March 31,  2002,  due to the  increased
proportion of sales of new networking products with higher profit margins.

Research and Development.  Research and development expenses decreased from $4.8
million for the three  months ended March 31, 2001 to $4.0 million for the three
months ended March 31, 2002, a decrease of $800,000 or 16.7%.  This decrease was
primarily  attributable  to a decrease in the number of research and development
personnel whom we employed.

Marketing  and  Selling.  Marketing  and selling  expenses  decreased  from $4.8
million for the three  months ended March 31, 2001 to $4.5 million for the three
months ended March 31, 2002,  a decrease of $300,000 or 6.3%.  We decreased  our
marketing  and  selling  expenses  in the period in  response to the current and
expected  continued  softness  in the market  for our  products.  Marketing  and
selling expenses as a percentage of revenues  increased from 32.5% for the three
months ended March 31, 2001 to 38.7% for the three months ended March 31, 2002.

General and Administrative.  General and administrative  expenses decreased from
$1.2  million for the three  months ended March 31, 2001 to $1.0 million for the
three  months  ended March 31,  2002,  a decrease  of  $200,000  or 16.7%.  This
decrease was primarily attributable to a decrease in personnel expenses. General
and  administrative  expenses as a percentage of revenues was 7.9% for the three
months ended March 31, 2001 and 8.4% for the three months ended March 31, 2002.

Operating  Income  (Loss).  We had  operating  income of $404,000  for the three
months ended March 31, 2001  compared to an  operating  loss of $480,000 for the
three months ended March 31,  2002,  principally  as a result of the decrease in
revenues.

Financial  Income.  We had financial income of $1.4 million for the three months
ended March 31, 2001  compared to $752,000  for the three months ended March 31,
2002. This income was principally derived from the investment of the proceeds of
our March 2000 initial  public  offering and private  placement.  Our  financial
income declined principally as a result of lower interest rates and the use of a
portion of our invested funds in connection with our stock repurchase program.

                                       11

<PAGE>




Net Income.  Net income for the quarter was $272,000 compared with net income of
$1.5 million for the first quarter of 2001.

Liquidity and Capital Resources

From our inception  until our initial public offering in March 2000, we financed
our operations through cash generated by operations and a combination of private
placements of our share capital and  borrowings  under lines of credit.  Through
December 31, 1999, we raised a total of approximately $12.2 million in aggregate
net proceeds in four private placements. In March 2000, we sold 4,370,000 of our
ordinary shares in an initial public  offering and 590,822  ordinary shares in a
private  placement.  We received net  proceeds of $89.2  million from the public
offering and private placement.  As of March 31, 2002, we had approximately $6.3
million in cash and cash  equivalents,  $35.0 million in short term  investments
and our working  capital was  approximately  $35.0 million.  Taking into account
long-term  liquid  investments,   we  had  $84.8  million  in  cash  and  liquid
investments as of March 31, 2002.

Net cash provided by operating activities was approximately $1.2 million for the
three months ended March 31, 2002.  This amount was primarily  attributable to a
decrease of  $716,000 in  inventories,  depreciation  of $685,000  and a $687,00
decrease in trade  payables.  These  increases  in cash  provided  by  operating
activities  were offset in part by an increase in other  receivables and prepaid
expenses of $613,000 and an increase in other  payables and accrued  expenses of
$899,000.

The  decrease  in  inventories  for the three  months  ended  March 31, 2002 was
primarily  due to our efforts to manage our  inventory  to  correspond  with our
revenues.  The slight  increase  in  accounts  receivable  at March 31, 2002 was
primarily the result of increase in our revenues compared to the last quarter of
2001.

Net cash  provided by  investing  activities  was  $286,000 for the three months
ended March 31, 2002. During the three months ended March 31, 2002,  $297,000 of
cash used in investing activities was for purchases of property and equipment.

Net cash used in  financing  activities  was $1.9  million for the three  months
ended March 31, 2002, which funds were primarily used for stock repurchases.

As of March 31, 2002, we had $12,000  outstanding  under an equipment  term loan
facility and an unused $2.5 million line of credit.

Our  capital  requirements  are  dependent  on many  factors,  including  market
acceptance  of our products and the  allocation of resources to our research and
development  efforts,  as  well  as  our  marketing  and  sales  activities.  We
anticipate  that our cash resources will be used primarily to fund our operating
activities,  as well as for capital  expenditures.  We do not  believe  that our
capital  expenditures  and lease  commitments  will increase for the foreseeable
future  due  to  the  anticipated  slowdown  in the  growth  of our  operations,
infrastructure  and  personnel.   Nevertheless,   we  may  establish  additional
operations as we expand globally.

On February 28, 2001, we announced  that our Board of Directors  authorized  the
repurchase of up to 10% of our  outstanding  ordinary  shares in the open market
from time to time at prevailing

                                       12

<PAGE>


market prices. No time limit was given with respect to the duration of the share
repurchase program.  As of March 31, 2002 we had repurchased  1,866,115 ordinary
shares at a cost of $1.8 million. We may use the repurchased shares for issuance
upon exercise of employee stock options or other corporate purposes.

Item 3.   Quantitative and Qualitative Disclosure About Market Risk

We  currently  do not invest  in, or hold for  trading  or other  purposes,  any
financial instruments subject to market risk. We invest our cash surplus in time
deposits, cash deposits, U.S. federal agency securities and corporate bonds with
an average  credit rating of A2. We currently pay interest on our equipment term
loan facility based on the London interbank  offered rate. As a result,  changes
in the general level of interest  rates  directly  affect the amount of interest
payable by us under this facility.  However,  because our outstanding debt under
this  facility has been  insignificant,  we do not expect our exposure to market
risk from changes in interest rates to be material.

We cannot  assure you that we will not be materially  and adversely  affected in
the future if inflation in Israel exceeds the devaluation of the NIS against the
dollar or if the timing of the devaluation lags behind inflation in Israel.

                                       13

<PAGE>



                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings
          -----------------

          We are not involved in any legal  proceedings that are material to our
          business or financial condition.

Item 2.   Changes in Securities and Use of Proceeds
          -----------------------------------------

          Use of Proceeds.  The following information required by Item 701(f) of
          Regulation  S-K  relates to our  initial  public  offering of ordinary
          shares of our  company on March 14,  2000.  The  following  table sets
          forth, with respect to the ordinary shares  registered,  the amount of
          securities   registered,   the  aggregate  offering  price  of  amount
          registered,  the amount sold and the aggregate  offering  price of the
          amount  sold,  for both the  account of our company and the account of
          any selling security holder.

                                                                     For the
                                                       For the      account of
                                                     account of    the selling
                                                     the company   shareholder
                                                     -----------   -----------

    Number of ordinary shares registered ..........    4,370,000      N/A
    Aggregate offering price of shares registered..  $87,400,000      N/A
    Number of ordinary shares sold ................    4,370,000      N/A
    Aggregate offering price of shares sold .......  $87,400,000      N/A

          The  following  table  sets  forth  the  expenses  incurred  by  us in
          connection with our public  offering during the period  commencing the
          effective  date of the  Registration  Statement  and ending  March 31,
          2002.  None of such  expenses  were paid  directly  or  indirectly  to
          directors, officers, persons owning 10% or more of any class of equity
          securities of our company or to our affiliates.

                                                          Direct or indirect
                                                             payments to
                                                          persons other than
                                                          affiliated persons
                                                          ------------------

                                                              $6,118,000
          Underwriting discounts and commissions ......
          Finders' fees ...............................          550,000
          Expenses paid to or for underwriters.........           41,290
          Other expenses ..............................        2,241,113
                                                               ---------
          Total expenses ..............................       $8,950,403
                                                               =========

          The net public  offering  proceeds to us,  after  deducting  the total
          expenses (set forth in the table above), were $78,449,597.

          The  following  table sets  forth the  amount of net  public  offering
          proceeds  used  by us for  the  purposes  listed  below.  None of such
          payments were paid  directly or  indirectly  to  directors,  officers,
          persons owning 10% or more of any class of our equity securities or to
          our affiliates.

                                       14

<PAGE>
                                                          Direct or indirect
                                                             payments to
                                                          persons other than
Purpose                                                   affiliated persons
------------------------------------------------------    ------------------
 Acquisition of other companies and business(es) ....            N/A
 Construction of plant, building and facilities......            N/A
 Purchase and installation of machinery
   and equipment ....................................            N/A
 Purchase of real estate ............................            N/A
 Repayment of indebtedness ..........................            N/A
 Working capital ....................................        $34,970,000
 Temporary investments ..............................            N/A
 Other purposes .....................................            N/A

Item 3.   Defaults Upon Senior Securities
          -------------------------------

          None

Item 4.   Submission of Matters to a Vote of Security Holders
          ---------------------------------------------------

          None


Item 5.   Other Information
          -----------------

          None


Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------

(a)  Reports on Form 8-K filed during the last quarter of the period covered by
     this report:

          None



                                       15



<PAGE>


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                     RADVISION LTD.
                                                        (Registrant)



                                                     /s/Gad Tamari
                                                     -------------
                                                     Gad Tamari
                                                     Chief Executive Officer



                                                     /s/David Seligman
                                                     -----------------
                                                     David Seligman
                                                     Chief Financial Officer


Date:  May 9, 2002






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