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 September 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: 000-29871RADVISION LTD.
(Exact Name of Registrant as Specified in Its Charter)

|Israel
                  
                  (State or Other Jurisdiction of
                  Incorporation or Organization) | N/A
(I.R.S. Employer
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 November 2, 2001 the
Registrant had 19,137,712 Ordinary Shares, par value NIS 0.1 per share,
outstanding.

---

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

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RADVISION LTD.
INDEX

`Page
-----------------------------------------------------------------------------------------------------

Part I - Financial Information:

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

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

           Condensed Consolidated Statements of Cash Flows -
               for the Nine Months ended September 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

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# PART I -
FINANCIAL INFORMATION

# RADVISION
LTD.

CONDENSED CONSOLIDATED
BALANCE SHEETS

(In thousands of U.S dollars, except share amounts)

`September 30,       December 31,
                                                                             2001               2000
                                                                             ----               ----

Cash and cash equivalents                                                 $ 31,181           $ 41,617
Short-term investments                                                      21,546             39,550
Trade receivables, net of allowance for doubtful debts
 $1,400 (2000 - $577)                                                        5,403              7,025

Other receivables and prepaid expenses                                       1,122              1,051
Inventories                                                                  1,672              4,956
                                                                             -----              -----
    Total current assets                                                    60,924             94,199
                                                                            ------             ------
Long-term investments                                                       35,831             15,897
                                                                            ------             ------
Property and equipment, net                                                  4,794              5,200
                                                                             -----              -----
Deposits with insurance companies                                            1,244              1,055
                                                                             -----              -----
    Total assets                                                          $102,793           $116,351
                                                                          ========           ========

Current liabilities
  Current maturities of long-term loans                                   $     26           $     46
  Trade payables                                                             1,574              3,716
  Other payables and accrued expenses                                       12,773             16,777
                                                                            ------             ------
  Total current liabilities                                                 14,373             20,539
                                                                            ------             ------

Long-term liabilities
  Bank loans                                                                     -                 19
  Accrued severance pay                                                      1,845              1,448
                                                                             -----              -----
                                                                             1,845              1,467
                                                                             -----              -----
  Total liabilities                                                         16,218             22,006
                                                                            ------             ------

Shareholders' equity
  Ordinary shares of NIS 0.1 par value:
  Authorized - 24,984,470 shares; issued and outstanding -
  19,137,712 shares as of  September 30, 2001 (2000 -
  19,144,948 shares)                                                           174                165
  Additional paid-in capital                                               103,833            103,849
  Treasury stock                                                            (6,186)                 -
  Deferred compensation                                                       (381)              (641)
  Accumulated deficit                                                      (10,865)            (9,028)
                                                                           -------             ------
  Total shareholders' equity                                                86,575             94,345
                                                                            ------             ------
  Total liabilities and shareholders' equity                              $102,793           $116,351
                                                                          ========           ========`

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

4

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# RADVISION
LTD.

# CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands of U.S dollars, except per-share and share amounts)

`Three months ended              Nine months ended
                                                             September 30,                  September 30,
                                                             -------------                  -------------
                                                          2001             2000           2001            2000
                                                          ----             ----           ----            ----

Revenues                                               $10,207         $12,708        $ 35,532        $ 30,736
Cost of revenues                                        (2,099)         (3,102)         (8,063)         (7,625)
                                                        ------          ------          ------          ------
Gross profit                                             8,108           9,606          27,469          23,111
                                                         -----           -----          ------          ------
Operating expenses
  Research and development
    expenses, net                                       (4,319)         (3,996)        (13,639)         (9,257)
  Marketing and selling expenses                        (3,690)         (4,470)        (12,895)        (12,604)
  General and administrative expenses                   (1,057)           (779)         (3,534)         (2,064)
  Restructuring costs                                        -               -          (3,023)              -
                                                         -----           -----          ------           -----
    Total operating expenses                            (9,066)         (9,245)        (33,091)       $(23,925)
                                                        ------          ------         -------        --------
Operating income (loss)                                   (958)            361          (5,622)           (814)
Financing income, net                                    1,118           1,291           3,959           2,685
Other expenses                                               -               -            (174)              -
                                                         -----           -----           -----           -----
  Net income (loss)                                    $   160         $ 1,652        $ (1,837)       $  1,871
                                                       =======         =======        ========        ========
Basic earnings (loss) per ordinary share               $  0.01         $  0.09        $  (0.10)       $   0.11
                                                       =======         =======        ========        ========
Weighted average number of ordinary
  shares used in calculation                        18,955,041      18,661,155      19,088,173      17,300,401
                                                    ==========      ==========      ==========      ==========
Diluted earnings (loss) per ordinary share            $   0.01         $  0.08        $  (0.10)       $   0.09
                                                      ========         =======        ========        ========
Weighted average number of
  ordinary shares used in calculation               20,226,819      21,835,771      19,088,173      20,610,753
                                                    ==========      ==========      ==========      ==========`

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

5

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# RADVISION
LTD.

# CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands of U.S dollars, except share amounts)

`For the nine months ended
                                                                                     September 30,
                                                                                     -------------
                                                                                  2001             2000
                                                                                  ----             ----
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income (loss)                                                         $  (1,837)       $  1,871
    Adjustments to reconcile net income (loss) to net cash
      provided by (used in) operating activities:
      Income and expenses not affecting operating cash flows:
       Depreciation                                                              1,702              962
       Severance pay, net                                                          208              159
       Amortization of deferred compensation                                       260              451
       Other                                                                       174               27
      Changes in operating assets and liabilities:
       Decrease (increase) in trade receivables,                                 1,622           (2,768)
       Decrease (increase) in other receivables and
         prepaid expenses                                                          (71)             238
       Decrease (increase) in inventories                                        3,284           (2,564)
       Decrease in trade payables                                               (2,142)          (1,569)
       Increase (decrease) in other payables and accrued
         Expenses                                                               (4,004)          10,540
                                                                                ------           ------
         Net cash used in operating activities                                    (804)           7,347
                                                                                  ----            -----

CASH FLOWS FROM INVESTING ACTIVITIES
  Decrease (increase) in short-term investments                                 18,004          (32,164)
  Increase in long-term investments                                            (19,934)         (29,660)
  Purchase of property and equipment                                            (1,479)          (2,613)
  Proceeds from sale of property and equipment                                       9               87
                                                                                   ---              ---
         Net cash provided by (used in) investing activities                    (3,400)         (64,350)
                                                                                ------          -------

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of share capital                                                        543           89,727
  Purchase of treasury stock                                                    (6,186)               -
  Payment of issuance expenses                                                    (550)               -
  Repayment of long-term loans                                                     (39)             (51)
                                                                                   ---              ---
         Net cash provided by (used in) financing activities                    (6,232)          89,676
                                                                                ------           ------

INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS                               (10,436)          32,673

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                              $ 41,617         $  2,605
                                                                              --------         --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                    $ 31,181         $ 35,278
                                                                              ========         ========`

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

6

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# RADVISION
LTD.

# NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1  -   BASIS OF PRESENTATION

| | The
condensed consolidated balance sheet as of September 30, 2001, the condensed
consolidated statements of operations for the three and nine month periods ended
September 30, 2000 and 2001 and the condensed consolidated statements of cash
flows for the nine month periods ended September 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 September 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

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| | - | 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 September 30, 2001 was
U.S.$1.00 = New Israeli Shekel (NIS) 4.355 and at September 30, 2000 = NIS
4.024.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 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

`September        December
                                                   30, 2001         31, 2000
                                                   --------         --------

             Materials and components              $1,047            $2,377
             Work in process                          192               610
             Finished products                        433             1,969
                                                      ---             -----
                                                   $1,672            $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 September
              30,  2001  we had  repurchased  1,051,446  ordinary  shares  at a cost  of  $6,186,301.  We may  use  the
              repurchased shares for issuance upon exercise of employee stock options or other corporate purposes.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8

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Note 5  -         RESTRUCTURING COSTS

| | We recorded a charge of  approximately  $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.  In the
              third  quarter  of 2001 we did  not  record  any  additional  restructuring  costs.  The  balance  of the
              restructuring reserve as of September 30, 2001 is approximately $2.0 million.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9

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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  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.

10

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Results of Operations

`Three months ended     Nine months ended
                                                          September 30,          September 30,
                                                          -------------          -------------
                                                         2000       2001        2000       2001
                                                         ----       ----        ----       ----
Revenues                                                  %         %           %          %
   Networking products.............................      54.3      61.2        57.0       62.2
   Technology products.............................      45.7      38.8        43.0       38.8
   Total revenues..................................     100.0     100.0       100.0      100.0
Cost of revenues
   Networking products.............................      23.2      19.8        23.6       21.8
   Technology products.............................       1.2       0.8         1.2        0.9
   Total cost of revenues..........................      24.4      20.6        24.8       22.7
Gross profit.......................................      75.6      79.4        75.2       77.3
Operating expenses
   Research and development........................      31.4      42.3        30.1       38.4
   Marketing and selling...........................      35.2      36.2        41.0       36.3
   General and administrative......................       8.1      10.3         6.7        9.9
   Restructuring costs.............................       -         -           -          8.5
 Total operating expenses..........................      72.7      88.8        77.8       93.1
Operating profit (loss)............................       2.9      (9.4)       (2.6)     (15.8)
Financing income, net..............................      10.1      11.0         8.7       10.6
Net income (loss)..................................      13.0       1.6         6.1        5.2
                                                         ====       ===         ===        ===`

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

Revenues.  Revenues  decreased  from $12.7  million for the three months ended  September 30, 2000 to $10.2 million for
the three  months ended  September  30, 2001, a decrease of $2.5  million,  or 19.7%.  This  decrease was due to a $1.8
million,  or 31.0%,  decrease in sales of our technology  products,  and a decrease of $0.7 million, or 10.1%, in sales
of networking products.

Revenues from  networking  products  decreased from $6.9 million for the three months ended  September 30, 2000 to $6.2
million  for the three  months  ended  September  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  decreased from $5.8 million for the three months ended  September 30, 2000 to $4.0
million for the three  months  ended  September  30,  2001.  This  decrease in revenues  from  technology  products was
primarily attributable to decreased market demand.

Revenues  from sales to customers in the United  States  decreased  from $8.0  million,  or 63.0% of revenues,  for the
three months ended  September  30, 2000, to $5.8 million,  or 56.9% of revenues,  for the three months ended  September
30, 2001, a decrease of $2.2 million, or 27.5%.  This

11

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decrease in sales was primarily as a result of the  ongoing softness in enterprise spending in the United States.

Revenues  from sales to customers in Europe  increased  from $1.7 million,  or 13.4% of revenues,  for the three months
ended  September  30, 2000, to $2.5 million,  or 24.5% of revenues,  for the three months ended  September 30, 2001, an
increase of $0.8  million,  or 47.1%.  This increase in sales was primarily  attributable  to a more rapid  adoption of
technology in this region.

Revenues  from sales to customers in the Far East  decreased  from $1.7  million,  or 13.4% of revenues,  for the three
months ended  September  30, 2000,  to $1.6  million,  or 15.7% of revenues,  for the three months ended  September 30,
2001, a decrease of $0.1 million, or 5.9%.

Revenues  from sales to customers in Israel  decreased  from $1.3 million,  or 10.2% of revenues,  for the three months
ended  September  30, 2000,  to $0.3  million,  or 2.9% of revenues,  for the three months ended  September 30, 2001, a
decrease of $1.0  million,  or 76.9%.  This  decrease  in sales was  primarily  as a result of the ongoing  softness in
enterprise spending in Israel due to an economic slow down.

Cost of Revenues.  Cost of revenues  decreased  from $3.1 million for the three month period ended  September  30, 2000
to $2.1 million for the three months ended  September 30, 2001, a decrease of $1.0 million,  or 32.3%.  Gross profit as
a percentage  of revenues  increased  from 75.6% for the three months ended  September  30, 2000 to 79.4% for the three
months ended September 30, 2001, due to an increase in  sales of networking products with a higher profitability.

Research and  Development,  Net.  Research and  development  expenses,  net  increased  from $4.0 million for the three
months ended  September  30, 2000 to $4.3 million for the three months ended  September  30, 2001,  an increase of $0.3
million,  or 7.5%.  This increase was primarily  attributable  to an increase in the number of research and development
personnel  whom we employed.  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 31.4% for the three months ended  September 30, 2000 to 42.3% for the three months
ended September 30, 2001.

Marketing  and  Selling.  Marketing  and  selling  expenses  decreased  from $4.5  million for the three  months  ended
September  30, 2000 to $3.7 million for the three  months ended  September  30,  2001, a decrease of $0.8  million,  or
17.8%.  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  increased  from 35.2% for the
three months ended September 30, 2000 to 36.2% for the three months ended September 30, 2001.

General and  Administrative.  General and  administrative  expenses  increased  from $0.78 million for the three months
ended  September  30, 2000 to $1.1 million for the three months ended  September  30, 2001, an increase of $0.3 million
or 38.5%. This increase was primarily  attributable to an increase in personnel  expenses.  General and  administrative
expenses as a percentage  of revenues  were 6.1% for the three months ended  September 30, 2000 and 10.3% for the three
months ended September 30, 2001.

12

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Operating  Income  (Loss).  We had  operating  income of $0.36  million for the three months ended  September  30, 2000
compared to an operating  loss of $0.96  million for the three months ended  September 30, 2001 as a result of ncreased
research and development expenses as well as ongoing softness in enterprise spending all over the world.

Financial  Income.  We had financial  income of $1.3 million for the three months ended  September 30, 2000 compared to
$1.1 million in September  30, 2001.  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.

Net  Income(Loss).  Net income for the  quarter was  $160,000  compared  with net income of $1.7  million for the third
quarter of 2000.

Nine months Ended September 30, 2000 Compared with Nine months Ended September 30,  2001

Revenues.  Revenues  increased  from $30.7  million for the nine months ended  September  30, 2000 to $35.5 million for
the nine months ended  September  30, 2001,  an increase of $4.8  million,  or 15.6%.  This  increase was due to a $4.6
million,  or 26.3%,  increase in sales of our  networking  products,  as well as a $0.2 million,  or 1.5%,  increase in
sales of technology products.

Revenues from  networking  products  increased from $17.5 million for the nine months ended September 30, 2000 to $22.1
million  for the nine  months  ended  September  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 $13.2 million for the nine months ended September 30, 2000 to $13.4
million  for the nine months  ended  September  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 $17.5  million,  or 57.0% of revenues,  for the
nine months ended September 30, 2000, to $22.9 million,  or 64.5% of revenues,  for the nine months ended September 30,
2001, an increase of $5.4 million,  or 30.9%.  This increase in sales was primarily  attributable to new OEM agreements
that generated additional product sales.

Revenues  from sales to customers in Europe  increased  from $6.2  million,  or 20.2% of revenues,  for the nine months
ended  September  30, 2000,  to $6.4 million,  or 18.0% of revenues,  for the nine months ended  September 30, 2001, an
increase of $0.2  million,  or 3.2 %. This  increase in sales was primarily  attributable  to a more rapid  adoption of
technology in this region.

Revenues  from sales to customers  in the Far East  increased  from $3.9  million,  or 12.7% of revenues,  for the nine
months ended September 30, 2000, to $4.8 million, or 13.5% of revenues,

13

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for the nine months ended  September  30,  2001,  an increase of $0.9  million,  or 23.1%.  This  increase in sales was
primarily attributable to increased sales efforts.

Revenues  from sales to customers  in Israel  decreased  from $3.0  million,  or 9.8% of revenues,  for the nine months
ended  September  30, 2000,  to $1.4  million,  or 3.9% of revenues,  for the nine months ended  September  30, 2001, a
decrease of $1.6 million, or 53.3%.

Cost of Revenues.  Cost of revenues  increased  from $7.6 million for the nine months ended  September 30, 2000 to $8.1
million for the nine  months  ended  September  30,  2001,  an increase of $0.5  million,  or 6.6%.  Gross  profit as a
percentage of revenues  increased from 75.2% for the nine months ended  September 30, 2000 to 77.3% for the nine months
ended  September  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 $9.3 million for the nine
months ended  September  30, 2000 to $13.6  million for the nine months ended  September  30, 2001, an increase of $4.3
million,  or 46.2%.  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 30.1% for the nine months ended
September 30, 2000 to 38.4% for the nine months ended September 30, 2001.

Marketing  and  Selling.  Marketing  and selling  expenses  increased  from $12.6  million  for the nine  months  ended
September  30, 2000 to $12.9 million for the nine months ended  September  30, 2001,  an increase of $0.3  million,  or
2.4%. This increase was primarily  attributable  to an increase in  personnel-related  expenses.  Marketing and selling
expenses as a percentage  of revenues  decreased  from 41.0% for the nine months ended  September 30, 2000 to 36.3% for
the nine months ended September 30, 2001.

General and  Administrative.  General  and  administrative  expenses  increased  from $2.1  million for the nine months
ended  September 30, 2000 to $3.5 million for the nine months ended  September 30, 2001, an increase of $1.4 million or
66.7%.  This increase was  primarily  attributable  to an increase in personnel  expenses.  General and  administrative
expenses as a  percentage  of  revenues  was 6.7% for the nine months  ended  September  30, 2000 and 9.9% for the nine
months ended September 30, 2001.

Restructuring  Costs.  We  recorded  a charge of $3.0  million  in the first nine  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 $0.8 million for the nine months ended  September 30, 2000 to $5.6
million for the nine months ended September 30, 2001 as a result of our restructuring  expenses and increased  research
and development expenses.

Financial  Income.  Financial  income  increased from $2.7 million for the nine months ended September 30, 2000 to $4.0
million for the nine months ended  September 30, 2001  principally  as a result of interest  income we derived from the
investment of the proceeds of our March 2000 initial public offering and private placement.

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Net  Income(Loss).  Net loss for the first nine months of 2001 was $1.8  million  compared  with net income of $1.9 for
the first nine 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 September 30, 2001, we had approximately  $52.7 million in cash and cash equivalents and our
working capital was approximately $46.5 million.

Net cash used in operating  activities  was  approximately  $0.8 million for the nine months ended  September 30, 2001.
This amount was  primarily  attributable  to a decrease of $4.0 million in other  payables  and accrued  expenses and a
decrease in trade payables of $2.1 million.  These  increases in cash used in operating  activities were offset in part
by a decrease in trade receivables of $1.6 million and a decrease in inventory of $3.3 million.

The decrease in inventory  for the nine months ended  September 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
nine months ended  September 30, 2001 was  primarily  the result of reduced  sales in the quarter  ended  September 30,
2001 compared to the higher level of sales during the last months of 2000.

Net cash used in investing  activities was $3.4 million for the nine months ended  September 30, 2001.  During the nine
months ended  September 30, 2001,  $1.5 million of cash used in investing  activities was for purchases of property and
equipment.

Net cash used in financing  activities was $6.2 million for the nine months ended September 30, 2001,  those funds were
primarily used for stock repurchases.

As of September 30, 2001, we had $26,000  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.  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  market  prices.  No time limit was
given with  respect to the  duration of the share  repurchase  program.  As of  September  30, 2001 we had  repurchased
1,051,446 ordinary shares at a cost of

15

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$6,186,000.  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 material
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.

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# PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

| | In January 2001, we entered into an agreement with Zohar Zisapel  Properties  Inc. and Yehuda Zisapel
                  Properties  Inc.  (entities that are wholly owned by Zohar  Zisapel,  our Chairman of the Board and a
                  principal  shareholder,   and  Yehuda  Zisapel,a  principal  shareholder  and  our  former  Chairman,
                  respectively) to lease  approximately  24,000 feet square of office space in Paramus,  New Jersey for
                  a period  of 5 years,  which  space we  subsequently  surrendered.  The  parties  disagree  as to the
                  extent of  damages  caused by this  action,  if any.  We cannot  predict  the final  outcome  of this
                  dispute.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Other  then the  above,  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 of    For the account of the
                                                                           the company     selling 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 September 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.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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`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.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

`Direct or indirect payments to
                                                             persons other than to affiliated
Purpose                                                      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>

None

Item 5.      Other
Information

None

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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

19

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# 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:  November 6, 2001

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