SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-Q/A
                                Amendment No. 1

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the quarterly period ended September 30, 2004

[ ]  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 Raul 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 5, 2004 the Registrant had 19,995,775 Ordinary Shares, par value
NIS 0.1 per share, outstanding.



<PAGE>

This Amendment No. 1 on Form 10-Q/A of RADVision Ltd. for the quarterly period
ended September 30, 2004 is being filed solely to correct a typographical error
in Exhibit 32.2 to the Form 10-Q for such period.  For the convenience of the
reader, the entire report has been refiled.

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

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








<PAGE>


                                 RADVISION LTD.

                                      INDEX


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

Part I - Financial Information:

Item 1. Financial Statements (unaudited):

        Condensed Consolidated Balance Sheets as of September 30,
            2004 and December 31, 2003 (audited)...............................4

        Condensed Consolidated Statements of Operations -
            for the Three and Nine Months ended September 30, 2004 and 2003....5

        Condensed Consolidated Statements of Cash Flows -
            for the Three and Nine Months ended September 30, 2004 and 2003....6

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

Item 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations.....................13


Item 3. Quantitative and Qualitative Disclosure About Market Risk.............22


Item 4. Controls and Procedures...............................................22


Part II - Other Information:

Item 1. Legal Proceedings.....................................................24

Item 2. Changes in Securities and Use of Proceeds.............................24

Item 3. Defaults Upon Senior Securities.......................................25

Item 4. Submission of Matters to a Vote of Security Holders...................25

Item 5. Other Information.....................................................25

Item 6. Exhibits and Reports on Form 8-K......................................25

        Signatures............................................................26




<PAGE>


                                             RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except share data

<TABLE>
<CAPTION>
                                                               September 30,  December 31,
                                                                    2004          2003
                                                               -------------  ------------
                                                                Unaudited
                                                               -------------
<S>                                                              <C>          <C>
   ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                      $  20,892    $  16,433
  Short-term bank deposits                                          10,775       13,574
  Short-term marketable securities                                  21,052       21,403
  Trade receivables (net of allowance for doubtful accounts of
   $ 1,276 and $ 1,704 at September 30, 2004 and December 31,
   2003, respectively)                                              10,609        8,685
  Other accounts receivable and prepaid expenses                     3,296        2,704
  Inventories                                                        1,127          969
                                                                 ---------    ---------
Total current assets                                                67,751       63,768
-----                                                            ---------    ---------

LONG-TERM ASSETS:
  Long-term bank deposits                                            9,316        4,004
  Long-term marketable securities                                   43,351       44,497
  Severance pay fund                                                 2,391        2,171
                                                                 ---------    ---------
Total long-term assets                                              55,058       50,672
-----                                                            ---------    ---------

PROPERTY AND EQUIPMENT, NET                                          2,658        2,572
                                                                 ---------    ---------
OTHER ASSETS, NET                                                      981          -
                                                                 ---------    ---------
Total assets                                                     $ 126,448    $ 117,012
-----                                                            =========    =========

   LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Trade payables                                                 $   2,294    $   1,270
  Deferred revenues                                                  7,691        6,047
  Accrued expenses and other accounts payable                       12,949       13,101
                                                                 ---------    ---------
Total current liabilities                                           22,934       20,418
-----                                                            ---------    ---------

ACCRUED SEVERANCE PAY                                                3,454        3,353
                                                                 ---------    ---------
Total liabilities                                                   26,388       23,771
-----                                                            ---------    ---------

SHAREHOLDERS' EQUITY:
  Ordinary shares of NIS 0.1 par value:
   Authorized - 25,000,000 shares at September
   30, 2004 and December 31, 2003;
   Issued - 20,152,045 shares at September 30,
   2004 and December 31, 2003;
   Outstanding - 19,909,851 shares at September 30,
   2004 and 19,344,849 shares at
   December 31, 2003                                                   187          187
  Additional paid-in capital                                       104,663      104,663
  Treasury stock, at cost (242,194 and
   807,196 Ordinary shares
   of NIS 0.1 par value at September 30,
   2004 and December 31, 2003, respectively)                        (1,517)      (5,075)
  Accumulated deficit                                               (3,273)      (6,534)
                                                                 ---------    ---------
Total shareholders' equity                                         100,060       93,241
-----                                                            ---------    ---------
Total liabilities and shareholders' equity                       $ 126,448    $ 117,012
-----                                                            =========    =========
</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                       4
<PAGE>

                                             RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
--------------------------------------------------------------------------------
U.S. dollars in thousands, except per share data

<TABLE>
<CAPTION>
                                                 Nine months ended            Three months ended
                                                   September 30,                September 30,
                                             ---------------------------  ---------------------------
                                                2004           2003           2004          2003
                                             ------------  -------------  -------------  ------------
                                                                    Unaudited
                                             --------------------------------------------------------
<S>                                          <C>           <C>            <C>            <C>
 Revenues                                    $    46,674   $    35,738    $    16,708    $    13,080
 Cost of revenues                                  9,921         7,891          3,426          2,932
                                             ------------  -------------  -------------  ------------
  Gross profit                                    36,753        27,847         13,282         10,148
                                             ------------  -------------  -------------  ------------
 Operating costs and expenses:
   Research and development                       12,615        10,853          4,553          3,693
   Marketing and selling                          18,269        14,607          6,305          5,023
   General and administrative                      3,663         2,944          1,213          1,020
   Restructuring income                            1,061             -              -              -
   In-process research and development
    write-off                                        330             -            330              -
                                             ------------  -------------  -------------  ------------
 Total operating costs and expenses               33,816        28,404         12,401          9,736
 -----                                       ------------  -------------  -------------  ------------
 Operating income (loss)                           2,937          (557)           881            412
 Financial income, net                             1,344         1,626            500            500
                                              ------------  -------------  -------------  ------------
 Net income                                  $     4,281   $     1,069    $     1,381    $       912
                                             ============  =============  =============  ============
 Basic net earnings per Ordinary share       $      0.22   $      0.06    $      0.07    $      0.05
                                             ============  =============  =============  ============
 Diluted net earnings per Ordinary share     $      0.20   $      0.05    $      0.07    $      0.05
                                             ============  =============  =============  ============

</TABLE>



The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                       5


<PAGE>

                                             RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
U.S. dollars in thousands
<TABLE>
<CAPTION>
                                                                                Nine months ended
                                                                                  September 30,
                                                                           ---------------------------
                                                                               2004          2003
                                                                           ------------  -------------
                                                                                    Unaudited
                                                                           ---------------------------
 <S>                                                                       <C>           <C>
 Cash flows from operating activities:
 -------------------------------------
   Net income                                                              $    4,281    $    1,069
   Adjustments to reconcile net income to net cash provided by
    operating activities:
    Depreciation and amortization                                               1,641         1,729
    In process research and development write-off                                 330             -
    Loss (gain) on sale of property and equipment                                  (3)            2
    Accrued interest and amortization of premium on held-to-maturity
      marketable securities and bank deposits                                   1,236          (644)
    Amortization of deferred stock-based compensation                               -           117
    Decrease (increase) in trade receivables, net                              (1,924)        3,663
    Decrease (increase) in other accounts receivable and prepaid
      expenses                                                                   (665)          379
    Decrease (increase) in inventories                                           (158)           39
    Increase (decrease) in trade payables                                       1,024        (2,013)
    Increase in deferred revenues                                               1,644           230
    Decrease in severance pay, net                                               (119)          (17)
    Increase (decrease) in accrued expenses and other accounts payable           (152)          246
                                                                           ------------  -------------
 Net cash provided by operating activities                                      7,135         4,800
                                                                           ------------  -------------
 Cash flows from investing activities:
 -------------------------------------
   Proceeds from redemption of held-to-maturity marketable securities          28,415        39,521
   Purchase of held-to-maturity marketable securities                         (27,885)      (50,300)
   Proceeds from withdrawal of bank deposits                                   17,120        13,659
   Purchase of bank deposits                                                  (19,902)       (4,690)
   Purchase of property and equipment                                          (1,728)       (1,154)
   Proceeds from sale of property and equipment                                    13             6
   Purchase of other assets                                                    (1,320)            -
                                                                           ------------  -------------
 Net cash used in investing activities                                         (5,287)       (2,958)
                                                                           ------------  -------------
 Cash flows from financing activities:
 -------------------------------------
   Issuance of Ordinary shares and treasury stock for cash upon
    exercise of options                                                         2,611         1,781
   Exercise of options by employees                                                 -            15
                                                                           ------------  -------------
 Net cash provided by financing activities                                      2,611         1,796
                                                                           ------------  -------------
 Increase in cash and cash equivalents                                          4,459         3,638
 Cash and cash equivalents at beginning of period                              16,433        13,825
                                                                           ------------  -------------
 Cash and cash equivalents at end of period                                $   20,892    $   17,463
                                                                           ============  =============

 Supplemental disclosure of non-cash flow
   from investing and financing activities:
   ----------------------------------------
   Issuance of Ordinary shares upon sale of treasury stock                 $      (73)   $       55
                                                                           ============  =============
   Loss on issuance of Ordinary shares upon sale of treasury stock         $    1,020    $    1,679
                                                                           ============  =============
</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                       6

<PAGE>



NOTE 1:- GENERAL

          a.   Radvision Ltd. (the "Company"), an Israeli corporation,  designs,
               develops  and  supplies   products  and  technology  that  enable
               real-time  voice,  video  and  data  communications  over  packet
               networks,  including the Internet and other networks based on the
               Internet protocol.

               The Company's  products and  technology are used by its customers
               to develop systems that enable  enterprises and service providers
               to use packet  networks for real-time  Internet  Protocol  ("IP")
               communications.

               The  Company  operates  under  two  reportable  segments:  1) the
               "networking"  business unit ("NBU"),  which focuses on networking
               solutions  and  products  and  is   responsible   for  developing
               networking   products  for  IP-centric  voice,   video  and  data
               conferencing  services;  and 2) the  "technology"  business  unit
               ("TBU"),  which  focuses on creating  developer  toolkits for the
               underlying  IP  communication  protocols and testing tools needed
               for real-time voice and video over IP.

               The Company has five wholly-owned subsidiaries: Radvision Inc. in
               the United States,  Radvision B.V. in the Netherlands,  Radvision
               HK in  Hong  Kong,  Radvision  U.K.  in the  United  Kingdom  and
               Radvision Communication  Development (Beijing) Co. Ltd. in China.
               Other than Radvision B.V., the subsidiaries are primarily engaged
               in the sale,  marketing and service of the Company's products and
               technology.

          b.   Acquisition of assets of VisionNex Technologies Inc.:
               ----------------------------------------------------

               In May 2004, the Company entered into an asset purchase agreement
               with  VisionNex  Technologies  Inc.   ("VisionNex"),   a  company
               established under the laws of China,  pursuant to which Radvision
               Ltd.  acquired  VisionNex's  technologies,  intangible assets and
               intellectual property.

               The assets  purchased by the Company  consisted  of  intellectual
               property, know-how and key development assets, which were used by
               VisionNex in the conduct of its business.  The  consideration for
               the assets  purchased from VisionNex  amounted to $ 1,320, out of
               which $ 330 was written off and recorded as  in-process  research
               and  development.  In addition,  the Company hired certain former
               employees of VisionNex.

               In July 2004, the Company incorporated a wholly-owned  subsidiary
               under  the laws of  China,  Radvision  Communication  Development
               (Beijing)  Co.  Ltd,  for the  purpose of opening a research  and
               development center in China.

                                       7


<PAGE>




NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES


          The significant  accounting  policies  applied in the annual financial
          statements  of  the  Company  as of  December  31,  2003  are  applied
          consistently in these financial statements.

          a.   Use of estimates:

               The  preparation  of  financial  statements  in  conformity  with
               generally accepted  accounting  principles requires management to
               make estimates and assumptions  that affect the amounts  reported
               in  the  financial  statements  and  accompanying  notes.  Actual
               results could differ from those estimates.

          b.   For  further  information,  refer to the  consolidated  financial
               statements as of December 31, 2003.

          c.   Accounting for stock-based compensation:

               The  Company has elected to follow  Accounting  Principles  Board
               Opinion No. 25,  "Accounting for Stock Issued to Employees" ("APB
               No.  25") and FASB No.  Interpretation  No. 44,  "Accounting  for
               Certain Transactions Involving Stock Compensation" ("FIN No. 44")
               in accounting for its employee stock option plans.  Under APB No.
               25, when the exercise  price of the  Company's  stock  options is
               less than the market price of the  underlying  shares on the date
               of grant, compensation expense is recognized.

               Under  Statement  of  Financial   Accounting  Standard  No.  123,
               "Accounting for Stock-Based  Compensation  ("SFAS No. 123"),  pro
               forma information regarding net income and net earnings per share
               is  required,  and has  been  determined  as if the  Company  had
               accounted  for its employee  stock  options  under the fair value
               method of SFAS No. 123.

                                       8


<PAGE>


NOTE 2:-    SIGNIFICANT ACCOUNTING POLICIES (Cont.)

               The fair value for these options is amortized  over their vesting
               period and  estimated at the date of grant using a  Black-Scholes
               Option  Valuation  Model  with  the  following   weighted-average
               assumptions  for the nine months and three months ended September
               30, 2004 and 2003:

<TABLE>
<CAPTION>
                                                     Nine months ended         Three months ended
                                                       September 30,              September 30,
                                                  ------------------------   ------------------------
                                                     2004          2003         2004          2003
                                                  -----------   ----------   -----------   ----------
                                                                      Unaudited
                                                  ---------------------------------------------------
                  <S>                               <C>           <C>          <C>           <C>
                  Risk free interest                  3.38%         1%           3.38%         1%
                  Dividend yields                     0%            0%           0%            0%
                  Volatility                          0.424         0.776        0.424         0.776
                  Expected life (years)               4             4            4             4

                  Pro forma information under
                    SFAS No. 123:

                 Net income as reported             $  4,281      $ 1,069      $  1,381      $   912
                 Add - stock based
                   compensation expense
                   determined under APB 25                 -          117             -            -
                 Less - stock-based
                   compensation expense
                   determined under fair
                   value method for all awards         2,578        2,667           846           937
                                                  -----------   ----------   -----------   ----------
                 Pro forma net income (loss)        $  1,703      $(1,481)     $    535      $   (25)
                                                  ===========   ==========   ===========   ==========
                 Basic net earnings per
                   share, as reported               $   0.22      $  0.06      $   0.07      $  0.05
                                                  ===========   ==========   ===========   ==========
                 Diluted net earnings per
                   share, as reported               $   0.20      $  0.05      $   0.07      $  0.05
                                                  ===========   ==========   ===========   ==========
                 Pro forma basic net earnings
                   (loss) per share                 $   0.09      $ (0.08)     $   0.03      $ (0.001)
                                                  ===========   ==========   ===========   ==========
                 Pro forma diluted net
                   earnings (loss) per share        $   0.08      $ (0.08)     $   0.03      $(0.001)
                                                  ===========   ==========   ===========   ==========
</TABLE>

                                        9


<PAGE>


NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

          d.   New Accounting Pronouncements:

          In March 2004, the Financial  Accounting  Standards Board approved the
          consensus  reached on the Emerging  Issues Task Force (EITF) Issue No.
          03-1,  "The  Meaning  of   Other-Than-Temporary   Impairment  and  Its
          Application to Certain  Investments"  ("EITF 03-1").  The objective of
          this  Issue  is  to  provide   guidance   for   identifying   impaired
          investments.  EITF 03-1 also provides new disclosure  requirements for
          investments that are deemed to be temporarily impaired.

          The accounting provisions of EITF 03-1 are effective for all reporting
          periods   beginning   after  June  15,  2004,   while  the  disclosure
          requirements  are effective  only for annual periods ending after June
          15, 2004. The Company has evaluated the impact of the adoption of EITF
          03-1  and does not  believe  the  impact  will be  significant  to the
          Company's overall results of operations or financial position.

NOTE 3:- UNAUDITED INTERIM FINANCIAL STATEMENTS

          The accompanying  unaudited interim consolidated  financial statements
          have been prepared in accordance  with generally  accepted  accounting
          principles for interim financial information. Accordingly, they do not
          include  all the  information  and  footnotes  required  by  generally
          accepted accounting principles for complete financial  statements.  In
          the  opinion of  management,  all  adjustments  (consisting  of normal
          recurring accruals)  considered necessary for a fair presentation have
          been included.  Operating  results for the nine months ended September
          30, 2004, are not necessarily  indicative of the results of operations
          that may be expected for the year ending December 31, 2004.

NOTE 4:-    INVENTORIES

                                                     September 30,  December 31,
                                                          2004          2003
                                                     -------------  ------------
                                                       Unaudited
                                                     -------------
            Raw materials                              $      412    $      361
            Work in progress                                  621           490
            Finished products                                  94           118
                                                     -------------  ------------
                                                       $    1,127    $      969
                                                     =============  ============

NOTE 5:- ACCRUED EXPENSES AND OTHER ACCOUNTS PAYABLE

            Employees and employee related accruals    $    2,626    $    2,415
            Accrued expenses                               10,323        10,686
                                                     -------------  ------------
                                                       $   12,949    $   13,101
                                                     =============  ============

                                       10


<PAGE>


NOTE 6:- RESTRUCTURING INCOME

          In January 2001,  the Company  entered into an agreement  with related
          parties to lease  approximately  24,000 square feet of office space in
          Paramus,  New Jersey for a period of 5 years,  which space the Company
          subsequently  surrendered.  The parties had a dispute  with respect to
          the extent of damages  caused by this action.  In December  2003,  the
          parties  proceeded to binding  arbitration.  The presiding  arbitrator
          issued his final ruling on February 12, 2004,  stating the amount owed
          by  the  Company  was  $  400.   The  Company   recorded  $  1,061  as
          restructuring  income,  representing  the  surplus of its  accruals in
          former periods.


NOTE 7:- SIGNIFICANT EVENTS

          a.   During the nine months  ended  September  30,  2004,  some of the
               Company's  employees  exercised  their  options to  purchase  the
               Company's  shares.  The shares issued upon exercise were reissued
               from  Treasury  stock.  As a result  of these  transactions,  the
               Company recorded a loss in the amount of approximately $ 1,020 as
               an addition to accumulated deficit.

          b.   During  the  third  quarter  of  2004,  the  Company  reached  an
               agreement  with the  Israeli  Tax  authorities  in regards of the
               final tax  assessments  for the years ended  December  31,  1999,
               2000,  2001 and 2002.  According to the agreement,  the Company's
               carryforward  tax losses was reduced by $ 15,082 and  amounted to
               approximately $ 11,000 as of December 31, 2003.


NOTE 8:- SEGMENTS AND CUSTOMER INFORMATION

<TABLE>
<CAPTION>
                                                 Nine months ended            Three months ended
                                                   September 30,                September 30,
                                            ----------------------------  ---------------------------
                                                2004           2003           2004           2003
                                            -------------  -------------  ------------   ------------
                                                                   Unaudited
                                            ---------------------------------------------------------
            <S>                             <C>            <C>            <C>            <C>
            Revenues:
               Product sales                $    32,838    $    26,101    $    11,374    $     9,862
               Software sales                    13,836          9,637          5,334          3,218
                                            -------------  -------------  ------------   ------------
            Total revenues                  $    46,674    $    35,738    $    16,708    $    13,080
                                            =============  =============  ============   ============
            Cost of revenues:
               Product sales                $     8,957    $     7,528    $     3,053    $     2,745
               Software sales                       964            363            373            187
                                            -------------  -------------  ------------   ------------
            Total cost of revenues          $     9,921    $     7,891    $     3,426    $     2,932
                                            =============  =============  ============   ============
</TABLE>

                                       11


<PAGE>


NOTE 9:- EARNINGS PER SHARE

          The following  table sets forth the  calculation  of basic and diluted
          earnings per share:
<TABLE>
<CAPTION>
                                                 Nine months ended            Three months ended
                                                   September 30,                September 30,
                                            ----------------------------  ---------------------------
                                                2004           2003           2004           2003
                                            -------------  -------------  ------------   ------------
                                                                   Unaudited
                                            ---------------------------------------------------------
             <S>                             <C>           <C>            <C>            <C>
             Numerator:
               Net income                    $     4,281   $     1,069    $     1,381    $       912
                                             ============  =============  =============  ============

             Number of shares:

             Denominator:
               Denominator for basic
                earnings per share -
                weighted average of
                Ordinary shares               19,682,936    18,516,076     19,853,872     18,743,188
             Effect of dilutive
             securities:
               Employee stock options and
                unvested restricted shares     1,689,127     1,002,611      1,295,129      1,269,517
                                             ------------  -------------  -------------  ------------
                                              21,372,063    19,518,687     21,149,001     20,012,705
                                             ============  =============  =============  ============
</TABLE>





                             - - - - - - - - - - - -

                                       12


<PAGE>


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

This information should be read in conjunction with the condensed consolidated
financial statements and notes included in Item 1 of Part I of this Quarterly
Report and the audited financial statements and notes thereto and Management's
Discussion and Analysis of Financial Condition and Results of Operations for the
year ended December 31, 2003 contained in our 2003 Annual Report on Form 10-K.
The discussion and analysis which follows 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.

Overview

We are the industry's leading provider of high quality, scalable and easy-to-use
products and technologies for videoconferencing, video telephony, and the
development of converged voice, video and data over IP and 3G networks. We have
approximately 450 customers worldwide including Alcatel, Cisco, FastWeb,
NTT/DoCoMo, Philips, Panasonic, Samsung, Shanghai Bell, Siemens, Sony and
Tandberg. Hundreds of thousands of end-users around the world today communicate
over a wide variety of networks using products and solutions based on or built
around our multimedia communication platforms and software development
solutions.

In the beginning of 2001, we created two separate business units corresponding
to our two product lines to enable our product development and product marketing
teams to respond quickly to evolving market needs with new product
introductions.

Our Networking Business Unit, or NBU, offers one of the broadest and most
complete set of multimedia communication and videoconferencing network solutions
for IP, ISDN, SIP and 3G-based networks, supporting most end points in the
industry today. These products are sold primarily to resellers and OEMs who use
this infrastructure to develop and install advanced IP and ISDN-based
communication systems for enterprise customers. The NBU also provides service
providers, both 3G wireless and wireline, with integrated solutions that enable
the delivery of converged IP-based multimedia streaming and video telephony
applications to corporate customers as a managed service, residential broadband
customers, and 3G subscribers worldwide. The Company is in the process of
separating the NBU into two separate business units. The Enterprise Business
Unit will focus on the sale of multimedia communication and videoconferencing
network solutions for enterprise customers, including desktop applications. The
Service Providers Business Unit will provide products and solutions for service
providers, both 3G wireless and wireline, to allow these customers to provide
high scale, large capacity multimedia communication and video conferencing
within their chosen environment.

Our Technology Business Unit, or TBU, is a one-stop shop of voice and video over
IP and 3G Development toolkits. The TBU provides protocol development tools and
platforms, as well as

                                       13



<PAGE>


associated solutions such as testing platforms and IP phone toolkits that enable
equipment vendors and service providers to develop and deploy new IP and
3G-based converged networks, services, and technologies. Our TBU also provides
professional services to our customers, assisting them with integrating our
technology into their products. RADVISION's TBU solutions include developer
toolkits for SIP, MEGACO/H.248, MGCP, H.323, and 3G-324M. It also includes
RADVISION's ProLab(TM) Test Management Suite and IP phone toolkit. Today you may
find RADVISION toolkits implemented in a wide range of environments from
chipsets to simple user devices like IP phones, and from integrated video
systems through carrier class network devices like gateways, switches, soft
switches and 3G multimedia gateways.

     Our Strategy

Our goal is to be the leading provider of innovative products and technologies
that enable real-time multimedia collaboration (voice, video and data)
communication over packet networks. We provide solutions at every level -
protocol developer toolkits, professional services, network infrastructure, and
even integrated solutions that compliment the communication solutions of other
vendors such as those from Cisco and Microsoft. We believe that the combination
of offering IP-centric networking products and software toolkits uniquely
positions us as a key enabling vendor in the evolution of IP communication. Both
of our product lines are essential for building IP networks that support real
time voice and video communication with full interoperability with legacy
ISDN/PSTN networks and technologies.

Results of Operations

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

                                              Three months       Nine months
                                            ended Sept. 30,    ended Sept. 30,
                                            ---------------    ---------------
                                             2004      2003     2004     2003
                                             ----      ----     ----     ----
                                                         Unaudited
                                            ----------------------------------
Revenues
   Networking products....................   68.1%     75.4%    70.4%    73.0%
   Technology products....................   31.9      24.6     29.6     27.0
   Total revenues.........................  100.0     100.0    100.0    100.0
Cost of revenues
   Networking products....................   18.2      21.0     19.2     21.1
   Technology products....................    2.3       1.4      2.1      1.0
   Total cost of revenues.................   20.5      22.4     21.3     22.1
Gross profit..............................   79.5      77.6     78.7     77.9
Operating expenses
  Research and development................   27.2      28.2     27.0     30.4
  Marketing and selling...................   37.7      38.4     39.1     40.9
  General and administrative..............    7.3       7.8      7.9      8.2
   Restructuring income...................    -         -       (2.3)     -
    In-process research and development
      write-off...........................    2.0       -        0.7      -
 Total operating expenses.................   74.2      74.4     72.4     79.5
Operating profit (loss)...................    5.3       3.2      6.3     (1.6)
Financial income, net.....................    3.0       3.8      2.9      4.6
Net income ...............................    8.3       7.0      9.2      3.0

                                       14

<PAGE>




Three Months Ended September 30, 2003 Compared with Three Months Ended September
30, 2004

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. In certain instances
customers elect a one-time royalty buy-out as opposed to the payment of a
royalty per product use. We sell our products and technology through direct
sales and various indirect distribution channels in North America, Europe, the
Middle East and the Far East.

Our revenues increased from $13.1 million for the three months ended September
30, 2003 to $16.7 million for the three months ended September 30, 2004, an
increase of $3.6 million, or 27.5%. This increase was due to a $1.5 million, or
15.1%, increase in sales of our networking products and an increase of $2.1
million, or 65.6%, in sales of our technology products.

Revenues from networking products increased from $9.9 million for the three
months ended September 30, 2003 to $11.4 million for the three months ended
September 30, 2004.

Revenues from technology products increased by $2.1 million, or 65.6%, from $3.2
million for three months ended September 30, 2003 to $5.3 million for the three
months ended September 30, 2004. Revenues from licenses and royalties totaled
$2.2 million and $1.0 million, respectively, in the three months ended September
30, 2004 compared to $1.3 million and $570,000, respectively, in the three
months ended September 30, 2003. Maintenance revenues increased from $1.1
million in the three months ended September 30, 2003 to $1.5 million in the
three months ended September 30, 2004.

Revenues from sales to customers in North America increased from $6.6 million,
or 50.4% of revenues, for the three months ended September 30, 2003 to $7.9
million, or 47.3% of revenues, for the three months ended September 30, 2004, an
increase of $1.3 million, or 19.7%. This increase in sales was primarily
attributable to increased market demand for our networking products in this
region and increased sales efforts.

Revenues from sales to customers in Europe and the Middle East increased from
$3.3 million, or 25.2% of revenues, for the three months ended September 30,
2003 to $4.9 million, or 29.3% of revenues, for the three months ended September
30, 2004, an increase of $1.6 million, or 48.5%. This increase in sales was
primarily attributable to increased market demand for our products in this
region and increased sales efforts.

Revenues from sales to customers in the Far East increased from $3.1 million, or
23.7% of revenues, for the three months ended September 30, 2003 to $3.8
million, or 22.8% of revenues, for the three months ended September 30, 2004, an
increase of $700,000, or 22.6%. This increase in sales was primarily
attributable to increased market demand for our products in this region and
increased sales efforts.

                                       15

<PAGE>


Cost of Revenues. Cost of revenues increased from $2.9 million for the three
months ended September 30, 2003 to $3.4 million for the three months ended
September 30, 2004. Gross profit as a percentage of revenues increased from
77.6% for the three months ended September 30, 2003 to 79.5% for the three
months ended September 30, 2004. This increase in gross profit was primarily
attributable to the increased portion of revenues from our technology products
(that have a higher margin) in our revenue mix.

Research and Development. Research and development expenses increased from $3.7
million for the three months ended September 30, 2003 to $4.6 million for the
three months ended September 30, 2004, an increase of $900,000, or 24.3%. This
increase was primarily attributable to an increase in the number of research and
development personnel whom we employed. Research and development expenses as a
percentage of revenues decreased from 28.2% for the three months ended September
30, 2003 to 27.2% for the three months ended September 30, 2004.

Marketing and Selling. Marketing and selling expenses increased from $5.0
million for the three months ended September 30, 2003 to $6.3 million for the
three months ended September 30, 2004, an increase of $1.3 million, or 26.0%.
This increase was primarily attributable to increased sales efforts in North
America and EMEA. Marketing and selling expenses as a percentage of revenues
decreased from 38.4% for the three months ended September 30, 2003 to 37.7% for
the three months ended September 30, 2004.

General and Administrative. General and administrative expenses increased from
$1.0 million for the three months ended September 30, 2003 to $1.2 million for
the three months ended September 30, 2004, an increase of $200,000, or 20.0%.
This increase was primarily attributable to an increase in personnel expenses.
General and administrative expenses as a percentage of revenues were 7.8% for
the three months ended September 30, 2003 and 7.3% for the three months ended
September 30, 2004.

Operating Income. We had operating income of $412,000 for the three months ended
September 30, 2003 compared to operating income of $881,000 for the three months
ended September 30, 2004.

 Financial Income. Our financial income remained constant at approximately
$500,000 for the three months ended September 30, 2003 and 2004. This income was
principally derived from the investment of the proceeds of our March 2000
initial public offering and private placement.

Nine Months Ended  September 30, 2004 Compared with Nine Months Ended  September
30, 2003

Revenues. Revenues increased from $35.7 million for the nine months ended
September 30, 2003 to $46.7 million for the nine months ended September 30,
2004, an increase of $11.0 million, or 30.8%. This increase was due an increase
in sales of networking and technology products.

Revenues from networking products increased from $26.1 million for the nine
months ended September 30, 2003 to $32.8 million for the nine months ended
September 30, 2004. The increase in networking product sales was principally
attributable to better than forecast sales in

                                       16



<PAGE>


the U.S. and EMEA, offsetting lower than expected Asia Pacific sales due to a
slow start to the year in China.

Revenues from technology products increased from $9.6 million for the nine
months ended September 30, 2003 to $13.8 million for the nine months ended
September 30, 2004. Revenues from licenses and royalties were $3.7 million and
$1.9 million, respectively, for the nine months ended September 30, 2003 and
$6.0 million and $2.8 million, respectively, for the nine months ended September
30, 2004. Maintenance revenues remain constant at approximately $3.5 million for
the nine months ended September 30, 2003 and 2004.

Revenues from sales to customers in North America increased from $17.5 million,
or 49.0% of revenues, for the nine months ended September 30, 2003 to $23.2
million, or 49.7% of revenues, for the nine months ended September 30, 2004, an
increase of $5.7 million, or 32.6%. This increase in sales was primarily
attributable to increased market demand for our networking products in this
region.

Revenues from sales to customers in Europe and the Middle East increased from
$8.9 million, or 24.9% of revenues, for the nine months ended September 30, 2003
to $14.3 million, or 30.6% of revenues, for the nine months ended September 30,
2004, an increase of $5.4 million, or 60.7%. This increase in sales was
primarily attributable to increased sales efforts for our networking products in
this region.

Revenues from sales to customers in the Far East decreased from $9.3 million, or
26.0% of revenues, for the nine months ended September 30, 2003, to $8.6
million, or 18.4% of revenues, for the nine months ended September 30, 2004 a
decrease of $700,000, or 7.5%.

Cost of Revenues. Cost of revenues increased from $7.9 million for the nine
months ended September 30, 2003 to $9.9 million for the nine months ended
September 30, 2004, an increase of $2.0 million, or 25.3%. Gross profit as a
percentage of revenues increased slightly from 77.9% for the nine months ended
September 30, 2003 to 78.7% for the nine months ended September 30, 2004.

Research and Development. Research and development expenses increased from $10.9
million for the nine months ended September 30, 2003 to $12.6 million for the
nine months ended September 30, 2004, an increase of $1.7 million, or 15.6%.
This increase was primarily attributable to an increase in the number of
research and development personnel whom we employed. Research and development
expenses as a percentage of revenues decreased from 30.4% for the nine months
ended September 30, 2003 to 27.0% for the nine months ended September 30, 2004.

Marketing and Selling. Marketing and selling expenses increased from $14.6
million for the nine months ended September 30, 2003 to $18.3 million for the
nine months ended September 30, 2004, an increase of $3.7 million, or 25.3%.
This increase was primarily attributable to increased sales efforts in North
America and EMEA. Marketing and selling expenses as a percentage of revenues
decreased from 40.9% for the nine months ended September 30, 2003 to 39.1% for
the nine months ended September 30, 2004.

                                       17

<PAGE>




General and Administrative. General and administrative expenses increased from
$2.9 million for the nine months ended September 30, 2003 to $3.7 million for
the nine months ended September 30, 2004, an increase of $800,000, or 27.6%.
This increase was primarily attributable to an increase in personnel expenses.
General and administrative expenses as a percentage of revenues were 8.2% for
the nine months ended September 30, 2003 and 7.9% for the nine months ended
September 30, 2004.

Financial Income. Financial income decreased from $1.6 million for the nine
months ended September 30, 2003 to $1.3 million for the nine months ended
September 30, 2004 principally as a result of the decreased interest income we
derived from the investment of the proceeds of our March 2000 initial public
offering and private placement. Our interest income decreased due to lower
prevailing interest rates.

Liquidity and Capital Resources

We generated $7.1 million from operating activities for the nine months ended
September 30, 2004 compared to $4.8 million in the same period in 2003. This
amount was primarily attributable to higher net income of $4.3 million, a $1.6
million increase in deferred revenues, an increase of $1.0 million in trade
payables, and depreciation and amortization expenses of $1.6 million. These
increases in cash generated by our operating activities were offset in part by
an increase of $1.9 million in trade receivables and an increase in other
accounts receivables and prepaid expenses of approximately $700,000.

Net cash used in investing activities was approximately $5.3 million for the
nine months ended September 30, 2004. During the nine months ended September 30,
2004, $1.7 million of cash used in investing activities was for purchases of
property and equipment, and $1.3 million of cash was used in purchasing the
VisionNex activity.

Our financing activities generated $2.6 million for the nine months ended
September 30, 2004 compared to $1.8 million in the same period in 2003. This
amount was primarily attributable to proceeds from the exercise of employee
stock options.

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 plan to
pursue strategic initiatives and make operating investments in 2004 and 2005 as
we position our company to realize on what we perceive to be increasing market
opportunities in the coming years. We anticipate that our cash resources will be
used primarily to fund our operating activities, as well as for capital
expenditures. We may establish additional operations as we expand globally.

On February 28, 2001, we announced that our board of directors had authorized
the repurchase of up to 10% of our outstanding shares in open market
transactions from time to time at prevailing market prices. We completed the
share repurchase program in the first fiscal quarter of 2002, having purchased
1,866,115 ordinary shares at a total cost of $11.8 million, or an average price
of $6.30 per share. At the beginning of 2003, we began to reissue the
repurchased shares upon exercise of employee stock options.

                                       18

<PAGE>


On August 28, 2002, we announced that our board of directors had authorized the
repurchase of up to $10 million or 2 million of our ordinary shares in the open
market from time to time at prevailing market prices. During April 2003, we
started to repurchase our ordinary shares based on the instruction of our board
of directors. As of September 30, 2004, we had purchased 14,000 ordinary shares
at a total cost of $77,000, or an average price of $5.5 per share.

     Off-Balance Sheet Arrangements

We are not a party to any material off-balance sheet arrangements. In addition,
we have no unconsolidated special purpose financing or partnership entities that
are likely to create material contingent obligations.

     Significant event

During the third quarter of 2004, the Company reached an agreement with the
Israeli Tax authorities in regards of the final tax assessments for the years
ended December 31, 1999, 2000, 2001 and 2002. According to the agreement, the
Company's carryforward tax losses was reduced by $ 15,082 and amounted to
approximately $ 11,000 as of December 31, 2003.


     Fourth Quarter 2004 Guidance

     o    Fourth  quarter  net  sales are  expected  to be  approximately  $17.5
          million, an increase of approximately $800,000, or 4.8%, compared with
          the third quarter 2004.

     o    Net income is expected to increase to  approximately  $1.8  million or
          $0.08 per share, a 14.2% increase compared with third quarter 2004.

These projections are subject to substantial uncertainty that could cause our
future results to differ materially from the guidance we have provided.

 Cautionary Statement Regarding Forward-Looking Information and Risk Factors

This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Words such as "anticipate,"
"expect," "intend," "plan," "believe," "seek," "outlook" and "estimate" as well
as similar words and phrases signify forward-looking statements. RADVision's
forward-looking statements are not guarantees of future results and conditions
and important factors, risks and uncertainties may cause our actual results to
differ materially from those expressed in our forward-looking statements. These
uncertainties and other factors include, but are not limited to, the following:

    Risks Relating to Our Business

     o    Our history of losses prior to 2001 and the uncertainty of our ability
          to continue to operate profitably in the future.

                                       19

<PAGE>




     o    Our quarterly financial performance is likely to vary significantly in
          the future and our revenues and  operating  results in any quarter may
          not be indicative of our future performance.

     o    If the use of packet-based  networks as a medium for real-time  voice,
          video and data communication does not continue to grow, the demand for
          our products and technology will slow and our revenues will decline.

     o    Our need to develop new products and  technology and  enhancements  to
          existing products and technology.

     o    Our investment,  and continuing investment, in products and technology
          that comply with those  industry  standards that we believe have been,
          or will be, broadly adopted. If one or more alternative standards were
          to gain greater  acceptance than the standards that we believe have or
          will be broadly  adopted,  sales of our products and technology  might
          suffer.

     o    Because  competition in the markets for our products and technology is
          intense,  our ability to compete  effectively  in these markets may be
          hampered and we may lose market share to our competitors.

     o    Major solutions  providers who currently work with us may compete with
          us in the future.

     o    Our software  development  kit revenues will decrease if our customers
          choose to use source code that is  available  for free or is developed
          in-house.

     o    Most of our  competitors  have greater  resources than we do. This may
          limit our  ability to  compete  effectively  with them and  discourage
          customers from purchasing our products and technology.

     o    Our dependency  upon a limited number of suppliers of key  components.
          If  these  suppliers   delay  or  discontinue   manufacture  of  these
          components, we may experience delays in shipments, increased costs and
          cancellation of orders for our products.

     o    Our intent to  manufacture  and maintain an  inventory  of  customized
          products for some  customers who have no obligation to purchase  these
          products may harm our  financial  results if these  customers  fail to
          purchase these products.

     o    Undetected  errors  may  increase  our costs  and  impair  the  market
          acceptance of our products and technology.

     o    If our  ability to  continue  to license  third  party  technology  on
          reasonable  terms is  impaired,  we may face delays in releases of our
          products  and may be  required  to  reduce  the  functionality  of our
          products derived from this technology.

     o    Third parties may infringe  upon or  misappropriate  our  intellectual
          property,  which could impair our ability to compete  effectively  and
          negatively affect our profitability.

                                       20



<PAGE>


     o    Our  products  may  infringe on the  intellectual  property  rights of
          others,  which  could  increase  our costs and  negatively  affect our
          profitability.

     o    We are  dependent  on our  senior  management  and any  loss of  their
          services could negatively affect our business.

     o    Our failure to retain and attract  personnel  could harm our business,
          operations and product development efforts.

     o    Our   non-competition   agreements  with  our  employees  may  not  be
          enforceable.  If  any  of  these  employees  leaves  us  and  joins  a
          competitor, our competitor could benefit from the expertise our former
          employee gained while working for us.

     o    Government  regulations  could  delay or  prevent  product  offerings,
          resulting in  decreased  revenues,  or could  result in  unanticipated
          expenses to make our products regulatory compliant..

    Risks Relating to Our Location in Israel

     o    Conditions in Israel affect our  operations  and may limit our ability
          to produce and sell our products, which could decrease our revenues.

     o    The  economic  conditions  in  Israel  have not been  stable in recent
          years.

     o    Some of our directors, officers and employees are obligated to perform
          annual military reserve duty in Israel. We cannot assess the potential
          impact of these obligations on our business.

     o    Because  most of our revenues  are  generated  in U.S.  dollars or are
          linked to the U.S. dollar while a portion of our expenses are incurred
          in new Israeli  shekels,  our results of operations would be adversely
          affected if  inflation  in Israel is not offset on a timely basis by a
          devaluation of the new Israeli shekel against the U.S. dollar.

     o    The  tax  benefits  that  we  currently   receive  from  our  approved
          enterprise programs require us to satisfy specified conditions.  If we
          fail to satisfy these conditions, we may be required to pay additional
          taxes and would likely be denied these benefits in the future.

     o    It may be difficult to enforce a U.S.  judgment against us and most of
          our officers and directors or to assert U.S. securities laws claims in
          Israel or serve process on most of our officers and directors.

    Risks Relating to Our Ordinary Shares

     o    Holders of our ordinary  shares who are United States  residents  face
          income  tax  risks.  There is a risk that we will be  classified  as a
          passive foreign investment  company,  or PFIC. Our treatment as a PFIC
          could result in a reduction in the after-tax  return to the holders of
          our ordinary shares and would likely cause a reduction in the value of
          such shares.

                                       21



<PAGE>


     o    Our share  price has been  volatile in the past and may decline in the
          future.

     o    Anti-takeover provisions under Israeli tax law could negatively impact
          our shareholders.

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

Interest Rate Risk

As of September 30, 2004, we had cash and cash equivalents and short-term
investments of $52.7 million. We invest our cash surplus in time deposits, cash
deposits, U.S. federal agency securities and corporate bonds with an average
credit rating of at least AA. These investments are not purchased for trading or
other speculative purposes. Due to the nature of these investments, we believe
that we do not have a material exposure to market risk.

Our exposure to market risks for changes in interest rates is limited since we
do not have any material indebtedness.

Foreign Currency Exchange Risk

We develop products in Israel and sell them in North America, Asia and Europe.
As a result our financial results could be affected by factors such as changes
in foreign currency exchange rates or weak economic conditions in foreign
markets.

Our foreign currency exposure with respect to our sales is mitigated, and we
expect it will continue to be mitigated, through salaries, materials and support
operations, in which part of these costs are denominated in NIS.

During 2003, the NIS revalued approximately 7.6% against the dollar. Among the
factors contributing to the revaluation are the low interest rate for US$
investments compared to the higher interest rate for NIS investments. The
revaluation has resulted in deflation in Israel, which was approximately 1.9%
for the year 2003 compared to an annual inflation rate of 6.5% for 2002 and
inflation of 1.2% for the nine months ended September 30, 2004.

Since most of our sales are quoted in dollars, and a portion of our expenses are
incurred in NIS, our results may be adversely affected by a change in the rate
of inflation in Israel or if such change in the rate of inflation is not offset,
or is offset on a lagging basis, by a corresponding devaluation of the NIS
against the dollar and other foreign currencies.

We did not enter into any foreign exchange contracts in 2003 or the first nine
months of 2004.

Item 4. Controls and Procedures
        -----------------------

Under the supervision and with the participation of our management, including
our chief executive officer and chief financial officer, we carried out an
evaluation of the effectiveness of the design and operation of our company's
disclosure controls and procedures pursuant to Rule 13a-14 of the Securities
Exchange Act of 1934. Based upon that evaluation, our chief executive officer
and chief financial officer concluded that our disclosure controls and
procedures were effective as of the end of the period covered by this quarterly
report.

                                       22

<PAGE>




There have been no significant changes in our internal controls or other
factors, which could significantly affect internal controls subsequent to the
date we carried out the evaluation.

It should be noted that any system of controls, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system are met. In addition, the design of any control system
is based in part upon certain assumptions about the likelihood of future events.
Because of these and other inherent limitations of control systems, there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions.

                                       23


<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.

<TABLE>
<CAPTION>
                                                                          For the account of
                                                        For the account      the selling
                                                        of the company       shareholder
                                                        --------------       -----------
             <S>                                           <C>                   <C>
             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
</TABLE>

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, 2004. 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
                                                           ==========

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.

                                       24

<PAGE>




                                                 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 ............................             $78,450,000
 Temporary investments ......................                 N/A
 Other purposes .............................                 N/A

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

          None

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

          None

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

          None

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

(a)     Exhibits

        31.1   Certification by Chief Executive Officer Pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002.
        31.2   Certification by Chief Financial Officer Pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002.
        32.1   Certification by Chief Executive Officer Pursuant to 18 U.S.C.
               Section 1350, As Adopted Pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.
        32.2   Certification by Chief Financial Officer Pursuant to 18 U.S.C.
               Section 1350, As Adopted Pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.

(b)     Reports on Form 8-K filed during the quarter for which this report is
        filed:

An 8-K bearing the cover date of July 28, 2004 with respect to a press release
regarding the Registrant's earnings for the three and six months ended June 30,
2004 was filed on July 28, 2004.

An 8-K bearing the cover date of September 7, 2004 announcing that the
Registrant had acquired the intellectual property and key developer assets of
VisionNex of China was filed on September 8, 2004.

                                       25



<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/Tsipi Kagan
                                            --------------
                                            Tsipi Kagan
                                            Chief Financial Officer


Date:  November 8, 2004

                                       26