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 June 30, 2001

[ ]  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 August 6, 2001 the Registrant had 19,567,015  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 in the future 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.



                                        2


<PAGE>


                                 RADVISION LTD.

                                      INDEX


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

Part I - Financial Information:

Item 1.     Condensed Consolidated Balance Sheets as of June 30, 2001
               and December 31, 2000........................................4

            Condensed Consolidated Statements of Operations -
               for the Three Months and Six Months
               ended June 30, 2001 and 2000.................................5

            Condensed Consolidated Statements of Cash Flows -
               for the Six Months ended June 30, 2001 and 2000..............6

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

Item 2.     Management's Discussion and Analysis of
               Financial Condition and Results of Operations...............10


Item 3.     Quantitative and Qualitative Disclosure About Market Risk......16


Part II - Other Information:

Item 1.     Legal Proceedings..............................................17

Item 2.     Changes in Securities and Use of Proceeds......................17

Item 3.     Defaults Upon Senior Securities................................18

Item 4.     Submission of Matters to a Vote of Security Holders............18

Item 5.     Other Information..............................................20

Item 6.     Exhibits and Reports on Form 8-K...............................20

            Signatures.....................................................21




                                       3



<PAGE>



                         PART I - FINANCIAL INFORMATION

                                 RADVISION LTD.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
               (In thousands of U.S dollars, except share amounts)

                                                      June 30,     December 31,
                                                        2001           2000
                                                     --------      ------------

  Cash and cash equivalents                          $ 42,368       $ 41,617
  Short-term investments                               22,967         39,550
  Trade receivables, net of allowance for
   doubtful debts $1,400 (2000 - $577)                  5,332          7,025
  Other receivables and prepaid expenses                  876          1,051
  Inventories                                           2,003          4,956
                                                        -----          -----
   Total current assets                                73,546         94,199
                                                       ------         ------

Long-term investments                                  26,490         15,897
                                                       ------         ------

Property and equipment, net                             5,399          5,200
                                                        -----          -----

Deposit with insurance companies                        1,239          1,055
                                                        -----          -----

   Total assets                                      $106,674       $116,351
                                                     ========       ========

Current liabilities
  Current maturities of long-term loans              $     38       $     46
  Trade payables                                        1,531          3,716
  Other payables and accrued expenses                  13,529         16,777
                                                       ------         ------
  Total current liabilities                            15,098         20,539
                                                       ------         ------

Long-term liabilities
  Bank loans                                                -             19
  Accrued severance pay                                 1,877          1,448
                                                        -----          -----
                                                        1,877          1,467
                                                        -----          -----

  Total liabilities                                    16,975         22,006
                                                       ------         ------

Shareholders' equity
  Ordinary shares of NIS 0.1 par value:
  Authorized - 24,984,470 shares as of June 30,
  2001 (2000 - 24,984,470); issued and
  outstanding - 19,137,712 shares as of June 30,
  2001 (2000 - 19,144,948 shares)                         177            165
  Additional paid-in capital                          103,688        103,849
  Treasury stock                                       (2,677)             -
  Deferred compensation                                  (463)          (641)
  Accumulated deficit                                 (11,026)        (9,028)
                                                      -------         ------
  Total shareholders' equity                           89,699         94,345
                                                       ------         ------

  Total liabilities and shareholders' equity         $106,674       $116,351
                                                     ========       ========

     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 amounts)


<TABLE>
<CAPTION>
                                              Three months ended             Six months ended
                                                   June 30,                       June 30,
                                         --------------------------    ----------------------------
                                              2001          2000            2001           2000
                                         ------------- ------------    -------------- -------------
<S>                                      <C>           <C>             <C>            <C>
Revenues                                    $10,430       $10,201         $25,325        $18,028

Cost of revenues                             (2,240)       (2,579)         (5,964)        (4,523)
                                             ------        ------          ------         ------

Gross profit                                  8,190         7,622          19,361         13,505
                                              -----         -----          ------         ------

Operating expenses
  Research and development
   expenses, net                             (4,563)       (2,967)         (9,320)        (5,261)

  Marketing and selling expenses             (4,365)       (4,523)         (9,205)        (8,134)

  General and administrative expenses        (1,308)         (670)         (2,477)        (1,285)

  Restructuring costs                        (3,023)            -          (3,023)             -
                                             ------         ------         ------         ------

   Total operating expenses                 (13,259)       (8,160)        (24,025)       (14,680)
                                            -------        ------         -------        -------

Operating loss                               (5,069)         (538)         (4,664)        (1,175)

Financing income, net                         1,264         1,279           2,840          1,395

Other expenses                                    -             -            (173)             -
                                             ------        ------          ------         ------

  Net income (loss)                         $(3,805)          $741        $(1,997)          $220
                                            =======           ====        =======           ====

Basic earnings (loss) per ordinary
 share                                       $(0.20)         $0.04         $(0.10)         $0.01
                                             ======          =====         ======          =====

Weighted average number of ordinary
  shares used in calculation             19,199,771     18,598,596     19,204,162     16,612,550
                                         ==========     ==========     ==========     ==========


Diluted earnings (loss) per ordinary
  share                                      $(0.20)         $0.03         $(0.10)         $0.01
                                             ======          =====         ======          =====

Weighted average number of
  ordinary shares used in calculation    19,199,771     21,705,623     19,204,162     19,710,105
                                         ==========     ==========     ==========     ==========


</TABLE>

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

                                       5

<PAGE>



                                 RADVISION LTD.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
                         (In thousands of U.S. Dollars)

<TABLE>
<CAPTION>
                                                              For the six months ended
                                                                        June 30,
                                                              --------------------------
                                                                   2001          2000
                                                              -----------    -----------
<S>                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss)                                          $  (1,997)     $    220
   Adjustments to reconcile net income (loss) to net
   cash provided by (used in) operating activities:
     Income and expenses not affecting operating cash flows:
      Depreciation                                                  769           511
      Severance pay, net                                            245           209
      Amortization of deferred compensation                         178           302
      Other                                                         173            24
     Changes in operating assets and liabilities:
      Decrease (increase) in trade receivables, net               1,693        (2,517)
      Decrease (increase) in other receivables and
        prepaid expenses                                            175          (505)
      Decrease (increase) in inventories                          2,953        (2,333)
      Decrease in trade payables                                 (2,185)       (1,485)
      Increase (decrease) in other payables and accrued
        expenses                                                 (3,248)       10,123
                                                                 ------        ------
        Net cash provided by (used in) operating activities      (1,244)        4,549
                                                                 ------         -----


CASH FLOWS FROM INVESTING ACTIVITIES
  Decrease (increase) in short-term investments                  16,583       (26,218)
  Increase in long-term investments                             (10,593)     $(43,278)
  Purchase of property and equipment                             (1,151)       (1,214)
  Proceeds from sale of property and equipment                        9            76
                                                                  -----         -----
        Net cash provided by (used in) investing activities       4,848       (70,634)
                                                                  -----       -------


CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of share capital                                         401        89,270
  Purchase of treasury stock                                     (2,677)            -
  Payment of issuance expenses                                     (550)            -
  Repayment of long-term loans                                      (27)          (36)
                                                                    ---           ---
        Net cash provided by (used in) financing activities      (2,853)       89,234
                                                                 ------        ------


INCREASE IN CASH AND CASH EQUIVALENTS                               751        23,149
CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                                          $ 41,617      $  2,605
                                                               --------      --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                                                $ 42,368      $ 25,754
                                                               ========      ========

</TABLE>

     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 June 30, 2001,  the
          condensed consolidated  statements of operations for the three and six
          month  periods  ended  June  30,  2000  and  2001  and  the  condensed
          consolidated  statements of cash flows for the six month periods ended
          June 30,  2000 and 2001  have been  prepared  by the  Company  without
          audit.  The  condensed  consolidated  balance sheet as of December 31,
          2000 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 June 30,  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 20-F for the year ended  December 31,
          2000 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
          June 30, 2001 was  U.S.$1.00 = New Israeli  Shekel  (NIS) 4.165 and at
          June 30, 2000 =NIS 4.084.


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 June 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 June 30,  2001.  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

                                                      June 30     December 31
                                                      -------     -----------
                                                        2001          2000
                                                      -------     -----------

           Materials and components                   $1,536        $2,377
           Work in process                               149           610
           Finished products                             317         1,969
                                                         ---         -----
                                                      $2,002        $4,956
                                                      ======        ======


Note 4 - REPURCHASE OF ORDINARY SHARES

     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  market  prices.  No time limit was
     given with respect to the duration of the share repurchase  program.  As of
     June 30,  2001 we had  repurchased  375,223  ordinary  shares  at a cost of
     $2,677,000. We may use the repurchased shares for issuance upon exercise of
     employee stock options or other corporate purposes.


                                       8


<PAGE>



Note 5 - RESTRUCTURING COSTS

     We  recorded a charge of $3.0  million  in the  second  quarter of 2001 for
     severance costs  associated  with a 13% workforce  reduction as part of our
     plan to reduce operating expenses.






                                        9


<PAGE>


                                 RADVISION LTD.

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 20-F for the fiscal year ended December 31, 2000.

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  Kindom,
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.



                                       10


<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       Six months
                                              ended June 30,    ended June 30,
                                              --------------    --------------
                                              2000      2001     2000     2001
                                              ----      ----     ----     ----
Revenues
   Networking products....................    58.5%     55.9%    58.9%    62.6%
   Technology products....................    41.5      44.1     41.1     37.4
   Total revenues.........................   100.0     100.0    100.0    100.0
Cost of revenues
   Networking products....................     -        19.3      -       21.6
   Technology products....................     -         2.2      -        1.9
   Total cost of revenues.................    25.3      21.5     25.1     23.5
Gross profit..............................    74.7      78.5     74.9     76.5
Operating expenses
  Research and development................    32.7      43.8     32.5     36.8
  Less participation by the Chief Scientist    3.6       -        3.3      -
  Research and development, net...........    29.1      43.8     29.2     36.8
  Marketing and selling...................    44.3      41.9     45.1     36.4
  General and administrative..............     6.6      12.5      7.1      9.8
  Restructuring costs.....................     -        28.9      -       11.9
 Total operating expenses.................    80.0     127.1     81.4     94.9
Operating loss............................    (5.3)    (48.6)    (6.5)   (18.4)
Financing income, net.....................    12.5      12.1      7.7     10.5
Net income (loss).........................     7.2     (36.5)     1.2     (7.9)
                                             =====     =====    =====    =====



Three Months Ended June 30, 2000 Compared with Three Months Ended June 30, 2001

Revenues.  Revenues increased from $10.2 million for the three months ended June
30, 2000 to $10.4  million for the three months ended June 30, 2001, an increase
of $0.2 million,  or 2.0%.  This  increase was due to a $0.4  million,  or 9.5%,
increase  in sales of our  technology  products,  offset by a  decrease  of $0.2
million, or 9.6%, in sales of networking products.

Revenues  from  networking  products  decreased  from $6.0 million for the three
months  ended June 30, 2000 to $5.8  million for the three months ended June 30,
2001. The decrease in revenues from  networking  products is  attributable to an
ongoing softness in enterprise spending all over the world.

Revenues  from  technology  products  increased  from $4.2 million for the three
months  ended June 30, 2000 to $4.6  million for the three months ended June 30,
2001.  This  increase  in  revenues  from  technology   products  was  primarily
attributable to increased market demand.

Revenues  from sales to  customers  in the  United  States  increased  from $5.2
million, or 50.9% of revenues, for the three months ended June 30, 2000, to $6.1
million,  or 58.6% of revenues,  for the three  months  ended June 30, 2001,  an
increase of $0.9 million, or 17.3%. This increase in


                                       11



<PAGE>


sales to customers in the United States was primarily  attributable  to the more
rapid adoption of our technology in the United States as compared to the rest of
the world.

Revenues from sales to customers in Europe decreased from $2.6 million, or 25.5%
of revenues, for the three months ended June 30, 2000, to $2.2 million, or 21.2%
of  revenues,  for the three  months  ended June 30,  2001,  a decrease  of $0.4
million,  or 15.4%.  This decrease in sales to customers in Europe was primarily
attributable to slower adoption of technology in this region.

Revenues from sales to customers in the Far East increased from $1.2 million, or
11.8% of revenues, for the three months ended June 30, 2000, to $1.6 million, or
15.4% of revenues, for the three months ended June 30, 2001, an increase of $0.4
million,  or 33.3%.  This  increase  in sales to  customers  in the Far East was
primarily attributable to increased sales efforts.

Revenues from sales to customers in Israel decreased from $1.2 million, or 11.8%
of revenues,  for the three months ended June 30, 2000, to $0.5 million, or 4.8%
of  revenues,  for the three  months  ended June 30,  2001,  a decrease  of $0.7
million, or 58.3%.

Cost of  Revenues.  Cost of revenues  decreased  from $2.6 million for the three
month period ended June 30, 2000 to $2.2 million for the three months ended June
30, 2001, a decrease of $0.4 million,  or 15.4%. Gross profit as a percentage of
revenues  increased from 74.5% for the three months ended June 30, 2000 to 78.8%
for the three months ended June 30, 2001,  due to the  decreased  proportion  of
networking  products  sales and an increase  in sales of products  with a higher
profitability.

Research and Development,  Net. Research and development expenses, net increased
from $3.0  million for the three  months ended June 30, 2000 to $4.6 million for
the three  months ended June 30, 2001,  an increase of $1.6  million,  or 53.3%.
This  increase  was  primarily  attributable  to an  increase  in the  number of
research  and  development  personnel  whom we  employed,  as  well as from  our
decision  not to apply for any  grants  from the Chief  Scientist.  In the third
quarter of 2000 we  discontinued  our  relationship  with the Chief Scientist in
order to  reduce  certain  restrictions  on our  business  and to  avoid  paying
increased  interest rates in the future on royalty  payments.  We have increased
our research and development  personnel to support our existing and expected new
product  lines and to  accommodate  the  growth of our  business.  Research  and
development  expenses,  net as a percentage  of revenues grew from 29.4% for the
three  months  ended June 30, 2000 to 44.2% for the three  months ended June 30,
2001.

Marketing  and  Selling.  Marketing  and selling  expenses  decreased  from $4.5
million for the three  months  ended June 30, 2000 to $4.4 million for the three
months ended June 30, 2001, a decrease of $0.1  million,  or 2.2%.  We decreased
our sales and marketing  expenses in response to current and expected  continued
softness in the market for our  products.  Marketing  and selling  expenses as a
percentage of revenues  decreased from 44.1% for the three months ended June 30,
2000 to 42.3% for the three months ended June 30, 2001.

General and Administrative.  General and administrative  expenses increased from
$0.7  million for the three  months  ended June 30, 2000 to $1.3 million for the
three  months ended June 30,  2001,  an increase of $0.6 million or 85.7%.  This
increase  was  primarily  attributable  to an  increase in  personnel  expenses.
General and administrative expenses as a percentage of revenues

                                       12



<PAGE>


was 6.9% for the three months ended June 30, 2000 and 12.5% for the three months
ended June 30, 2001.

Restructuring  Costs. We recorded a charge of $3.0 million in the second quarter
of 2001 for severance costs associated with a 13% workforce reduction as part of
our plan to reduce operating expenses.

Operating  Loss.  Our operating  loss  increased from $0.5 million for the three
months  ended June 30, 2000 to $5.1  million for the three months ended June 30,
2001  as a  result  of  our  restructuring  costs  and  increased  research  and
development expenses.

Financial  Income.  We had  financial  income of $1.3  million in both the three
months  ended June 30,  2000 and June 30,  2001.  This  income  was  principally
derived from the  investment  of the  proceeds of our March 2000 initial  public
offering and private placement.

Net  Income(Loss).  Net loss for the quarter was $3.8 million  compared with net
income of $741,000 for the second quarter of 2000.

Six Months Ended June 30, 2001 Compared with Six Months Ended June 30, 2000

Revenues.  Revenues  increased  from $18.0 million for the six months ended June
30, 2000 to $25.3 million for the six months ended June 30, 2001, an increase of
$7.3  million,  or 40.6%.  This  increase was due to a $5.2  million,  or 49.1%,
increase in sales of our  networking  products,  as well as a $2.1  million,  or
28.4%, increase in sales of technology products.

Revenues  from  networking  products  increased  from $10.6  million for the six
months  ended June 30, 2000 to $15.8  million for the six months  ended June 30,
2001. The increase in revenues from  networking  products is  attributable  to a
global  increase in demand for these units as  customers  moved from  integrated
services digital networks,  or ISDN, to IP-based  networks,  as well as from new
OEM agreements that generated additional product sales.

Revenues from technology products increased from $7.4 million for the six months
ended June 30, 2000 to $9.5 million for the six months ended June 30, 2001. This
increase in revenues  from  technology  products was primarily  attributable  to
increased market demand.

Revenues  from sales to  customers  in the  United  States  increased  from $9.5
million, or 52.8% of revenues,  for the six months ended June 30, 2000, to $17.1
million,  or 67.6% of  revenues,  for the six  months  ended June 30,  2001,  an
increase of $7.6 million,  or 80.0%.  This increase in sales to customers in the
United States was primarily  attributable  to new OEM agreements  that generated
additional product sales.

Revenues from sales to customers in Europe decreased from $4.6 million, or 25.5%
of revenues,  for the six months ended June 30, 2000, to $3.9 million,  or 15.4%
of revenues, for the six months ended June 30, 2001, a decrease of $0.7 million,
or  15.2%.  This  decrease  in  sales  to  customers  in  Europe  was  primarily
attributable to slower adoption of technology in this region.

Revenues from sales to customers in the Far East increased from $2.2 million, or
12.2% of revenues,  for the six months ended June 30, 2000, to $3.2 million,  or
12.6% of revenues, for the

                                       13



<PAGE>




six months  ended June 30, 2001,  an increase of $1.0  million,  or 45.5%.  This
increase in sales to customers  in the Far East was  primarily  attributable  to
increased sales efforts.

Revenues from sales to customers in Israel decreased from $1.7 million,  or 9.4%
of revenues, for the six months ended June 30, 2000, to $1.1 million, or 4.3% of
revenues, for the six months ended June 30, 2001, a decrease of $0.6 million, or
35.3%.

Cost of  Revenues.  Cost of  revenues  increased  from $4.5  million for the six
months  ended June 30, 2000 to $6.0  million  for the six months  ended June 30,
2001,  an increase of $1.5  million,  or 33.3%.  Gross profit as a percentage of
revenues  increased  from 75.0% for the six months  ended June 30, 2000 to 76.7%
for the six months  ended June 30,  2001,  due to the  increased  proportion  of
networking products sales that generate a higher profitability.

Research and Development,  Net. Research and development expenses, net increased
from $5.3 million for the six months ended June 30, 2000 to $9.3 million for the
six months  ended June 30, 2001,  an increase of $4.0  million,  or 75.5%.  This
increase was primarily attributable to an increase in the number of research and
development  personnel  whom we  employed,  as well as from our  decision not to
apply  for any  grants  from  the  Chief  Scientist.  Research  and  development
expenses,  net as a  percentage  of  revenues  increased  from 29.4% for the six
months ended June 30, 2000 to 36.7% for the six months ended June 30, 2001.

Marketing  and  Selling.  Marketing  and selling  expenses  increased  from $8.1
million  for the six months  ended  June 30,  2000 to $9.2  million  for the six
months ended June 30, 2001, an increase of $1.1 million, or 13.6%. This increase
was  primarily   attributable  to  a  $0.7  million,   or  15.2%,   increase  in
personnel-related  expenses.  Marketing and selling  expenses as a percentage of
revenues  decreased  from 45.0% for the six months  ended June 30, 2000 to 36.3%
for the six months ended June 30, 2001.

General and Administrative.  General and administrative  expenses increased from
$1.3  million for the six months ended June 30, 2000 to $2.5 million for the six
months ended June 30, 2001, an increase of $1.2 million or 92.3%.  This increase
was primarily  attributable  to an increase in personnel  expenses.  General and
administrative  expenses as a percentage of revenues was 7.2% for the six months
ended June 30, 2000 and 9.9% for the six months ended June 30, 2001.

Restructuring  Costs.  We  recorded  a charge of $3.0  million  in the first six
months of 2001 for severance costs associated with a 13% workforce  reduction as
part of our plan to reduce operating expenses.

Operating  Loss.  Our  operating  loss  increased  from $1.2 million for the six
months  ended June 30, 2000 to $4.7  million  for the six months  ended June 30,
2001 as a result  of our  restructuring  expenses  and  increased  research  and
development expenses.

Financial  Income.  Financial  income  increased  from $1.4  million for the six
months  ended June 30, 2000 to $2.7  million  for the six months  ended June 30,
2001  principally as a result of the increased  interest  income we derived from
the  investment  of the proceeds of our March 2000 initial  public  offering and
private placement.

                                       14



<PAGE>




Net Income (Loss).  Net loss for the first six  months of 2001 was $2.0  million
compared with net income of $220,000 for the first six months of 2000.

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 June 30, 2001, we had approximately $42.4
million in cash and cash  equivalents and our working capital was  approximately
$58.4 million.

Net cash used in operating activities was approximately $1.2 million for the six
months ended June 30, 2001. This amount was primarily attributable to a decrease
of $3.2 million in other  payables and accrued  expenses and a decrease in trade
payables of $2.2 million.  These increases in cash used in operating  activities
were offset in part by a decrease  in trade  receivables  of $1.7  million and a
decrease in inventory of $3.0 million.

The decrease in inventory  for the six months ended June 30, 2001 was  primarily
due to our efforts to manage our inventory to correspond  with the expected need
of the networking market. The decrease in accounts receivable for the six months
ended June 30,  2001 was  primarily  the result of reduced  sales in the quarter
ended June 30, 2001 compared to the higher level of sales during the last months
of 2000.

Net cash  provided by investing  activities  was $4.8 million for the six months
ended June 30, 2001.  During the six months ended June 30, 2001, $1.2 million of
cash used in investing activities was for purchases of property and equipment.

Net cash used in financing  activities was $2.9 million for the six months ended
June 30, 2001.

As of June 30, 2001,  we had $38,000  outstanding  under an equipment  term loan
facility and a $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.  In the last
three years, we have experienced  substantial increases in our expenditures as a
result of the growth in our  operations and  personnel.  We anticipate  that our
cash resources will be used primarily to fund our operating activities,  as well
as for capital  expenditures.  We anticipate that our capital  expenditures  and
lease  commitments  will not  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

                                       15



<PAGE>


market prices. No time limit was given with respect to the duration of the share
repurchase  program.  As of June 30, 2001 we had  repurchased  375,223  ordinary
shares at a cost of $2,677,000.  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 never  exceeded  $218,000,  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.



                                       16



<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 account
                                               For the account   of the selling
                                               of 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 June 30, 2001. 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
                                                 ------------------------------

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



                                       17



<PAGE>




     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.

                                                     Direct or indirect payments
                                                     to persons other than to
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 ............................             $58,448,000
 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

          During the three month period ended June 30, 2001,  we held our Annual
          General Meeting of Shareholders.

          At the meeting, held on June 28, 2001, our shareholders voted:

     1.   To consider and receive the Directors'  Annual Report to  Shareholders
          for the year ended  December 31, 2000, and to consider and receive the
          Company's   Consolidated  Financial  Statements  for  the  year  ended
          December 31, 2000, and the Auditor's report thereon.

                                  For            Against      Abstained
                                  ---            -------      ---------
                                  9,403,212      1,922        4,925



                                       18


<PAGE>



     2.   To  appoint  Luboshitz,  Kasierer  & Co.  (a  member  firm  of  Arthur
          Andersen)  to conduct  the  annual  audit of the  Company's  financial
          statements for the year ending December 31, 2001, and to authorize the
          Board of Directors to fix their compensation.


                                  For            Against      Abstained
                                  ---            -------      ---------
                                  9,397,688      8,814        3,557


     3.   To elect the following directors to hold office for a term until their
          successors  are duly elected and qualified at our 2002 Annual  General
          Meeting of Shareholders.


                                  For            Against      Abstained
                                  ---            -------      ---------
          Zohar Zisapel.........  9,401,790      8,269             0
          Gadi Tamari...........  9,401,790      8,269             0
          Ami Amir..............  9,401,790      8,269             0
          Efraim Wachtel........  9,401,790      8,269             0
          Andreas Mattes........  9,401,790      8,269             0


     4.   To approve an  amendment to the  Company's  Year 2000  Employee  Stock
          Option Plan,  increasing the number of Ordinary  Shares of the Company
          reserved for issuance thereunder from 1,531,422 to 2,121,422.


                                  For            Against        Abstained
                                  ---            -------        ---------
                                  7,485,731      1,922,403      1,925

     5.   To  approve  the terms of  retirement  of Mr. Ami Amir,  former  Chief
          Executive Officer of the Company.


                                  For            Against        Abstained
                                  ---            -------        ---------
                                  7,067,445      1,898,889      443,725

     6.   To approve the  compensation  terms of Mr. Gadi Tamari,  our new Chief
          Executive Officer, and to approve his indemnification by the Company.


                                  For            Against        Abstained
                                  ---            -------        ---------
                                  7,483,230      1,898,428      28,401

     7.   To approve the grant of options to directors of the Company.


                                  For            Against        Abstained
                                  ---            -------        ---------
                                  7,474,123      1,929,986      5,950


                                       19


<PAGE>



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



                                       20


<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:  August 9, 2001





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