SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the quarterly period ended June 30, 2003

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

                        Commission file number: 000-29871


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

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

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

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

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

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

                                 Yes [X] No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act.

                                 Yes [X] No [ ]

As of June 30, 2003 the Registrant had 18,594,603 Ordinary Shares, par value NIS
0.1 per share, outstanding.



<PAGE>


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

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


<PAGE>


                                 RADVISION LTD.

                                      INDEX


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

Part I - Financial Information:

Item 1.        Condensed Consolidated Balance Sheets as of June 30, 2003
                  and December 31, 2002........................................4

               Condensed Consolidated Statements of Operations -
                  for the Three and Six Months ended June 30, 2003 and 2002....5

               Condensed Consolidated Statements of Cash Flows -
                  for the Six Months ended June 30, 2003 and 2002..............6

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

Item 2.        Management's Discussion and Analysis of
                  Financial Condition and Results of Operations...............12


Item 3.        Quantitative and Qualitative Disclosure About Market Risk......20


Item 4.        Controls and Procedures........................................20


Part II - Other Information:

Item 1.        Legal Proceedings..............................................21

Item 2.        Changes in Securities and Use of Proceeds......................21

Item 3.        Defaults Upon Senior Securities................................22

Item 4.        Submission of Matters to a Vote of Security Holders............22

Item 5.        Other Information..............................................23

Item 6.        Exhibits and Reports on Form 8-K...............................23

               Signatures.....................................................24


<PAGE>

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

<TABLE>
<CAPTION>

                                                                           June 30,       December
                                                                             2003         31, 2002
                                                                        --------------  -------------
                                                                          Unaudited
                                                                        --------------
<S>                                                                      <C>             <C>
     ASSETS
  CURRENT ASSETS:
    Cash and cash equivalents                                            $  27,752       $  13,825
    Short-term bank deposits                                                18,183          14,879
    Short-term marketable securities                                        14,777          14,712
    Trade receivables (net of allowance for doubtful accounts of $
     1,620 at June 30, 2003 and December 31, 2002)                           4,856           9,505
    Other receivables and prepaid expenses                                   2,813           2,836
    Inventories                                                                813             996
                                                                        --------------  -------------
  Total current assets                                                      69,194          56,753
  -----                                                                 --------------  -------------

  LONG-TERM ASSETS:
    Long-term bank deposits                                                      -          11,013
    Long-term marketable securities                                         32,126          33,929
    Severance pay fund                                                       2,071           1,641
                                                                        --------------  -------------
  Total long-term assets                                                    34,197          46,583
  -----                                                                 --------------  -------------

  PROPERTY AND EQUIPMENT, NET                                                2,932           3,335
                                                                        --------------  -------------
  Total assets                                                           $ 106,323       $ 106,671
  -----                                                                 ==============  =============

     LIABILITIES AND SHAREHOLDERS' EQUITY

  CURRENT LIABILITIES:
    Trade payables                                                       $     918     $     3,347
    Deferred revenues                                                        3,337           2,863
    Other payables and accrued expenses                                     12,375          12,385
                                                                        ------------   -------------
  Total current liabilities                                                 16,630          18,595
  -----                                                                 ------------   -------------

  ACCRUED SEVERANCE PAY                                                      3,587           3,061
                                                                        --------------  -------------
  Total liabilities                                                         20,217          21,656
  -----                                                                 --------------  -------------

  SHAREHOLDERS' EQUITY:
    Ordinary shares of NIS 0.1 par value:
     Authorized - 25,000,000 shares at June 30,
     2003 and December 31, 2002;
     Issued - 20,152,045 shares at June 30, 2003
     and December 31, 2002;
     Outstanding - 18,594,603 shares at June 30,
     2003 and 18,285,930 shares at December 31, 2002                           187             187
    Additional paid-in capital                                             104,601         104,586
    Deferred stock compensation                                                  -            (117)
    Treasury stock, at cost (1,557,442 and 1,866,115
     Ordinary shares
     of NIS 0.1 par value at June 30,
     2003 and December 31, 2002,
     respectively)                                                          (9,802)        (11,757)
    Accumulated deficit                                                     (8,880)         (7,884)
                                                                        --------------  -------------
  Total shareholders' equity                                                86,106          85,015
  -----                                                                 --------------  -------------
  Total liabilities and shareholders' equity                             $ 106,323     $   106,671
  -----                                                                ==============  =============
</TABLE>

Note:The balance  sheet at December  31, 2002 has been  derived from the audited
     financial statements at that date.

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

                                       4

<PAGE>


                                             RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------

U.S. dollars in thousands, except per share data

<TABLE>
<CAPTION>
                                               Three months ended              Six months ended
                                                    June 30,                       June 30,
                                          -----------------------------  ------------------------------
                                              2003            2002           2003            2002
                                          -------------   -------------  --------------  --------------
                                                                   Unaudited
                                          -------------------------------------------------------------
<S>                                       <C>             <C>            <C>             <C>
 Revenues                                 $  11,605       $  11,707      $  22,658       $  23,264
 Cost of revenues                             2,598           2,571          4,959           5,129
                                          -------------   -------------  --------------  --------------

 Gross profit                                 9,007           9,136         17,699          18,135
                                          -------------   -------------  --------------  --------------

 Operating costs and expenses:
   Research and development                   3,596           3,870          7,160           7,911
   Marketing and selling                      4,853           4,587          9,584           9,056
   General and administrative                   976           1,073          1,924           2,042
                                          -------------   -------------  --------------  --------------

 Total operating costs and expenses           9,425           9,530         18,668          19,009
 -----                                    -------------   -------------  --------------  --------------

 Operating loss                                 418             394            969             874
 Financial income, net                          560             686          1,129           1,438
 Other expenses                                   -               -              3               -
                                          -------------   -------------  --------------  --------------

 Net income                               $     142       $     292      $     157       $     564
                                          =============   =============  ==============  ==============

 Basic net earnings per Ordinary share    $    0.01       $    0.02      $    0.01       $    0.03
                                          =============   =============  ==============  ==============

 Diluted net earnings per Ordinary
   share                                  $     0.01      $      0.02    $     0.01      $      0.03
                                          =============   =============  ==============  ==============

</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>
                                                                               Six months ended
                                                                                   June 30,
                                                                          ---------------------------
                                                                              2003           2002
                                                                          -------------  ------------
                                                                                   Unaudited
                                                                          ---------------------------
<S>                                                                         <S>           <C>
Cash flows from operating activities:
   Net income                                                              $   157        $   564
   Adjustments to reconcile net income to net cash provided by (used
    in) operating activities:
   Depreciation                                                              1,187          1,274
   Accrued interest and amortization of premium on held-to-maturity
    marketable securities and bank deposits                                    517              -
   Severance pay, net                                                           96            (97)
   Amortization of deferred stock-based compensation                           117             91
   Decrease (increase) in trade receivables, net                             4,649         (2,030)
   Decrease (increase) in other receivables and prepaid expenses                38           (241)
   Decrease in inventories                                                     183            874
   Decrease in trade payables                                               (2,429)          (199)
   Increase (decrease) in other payables and accrued expenses                  (10)         2,024
   Deferred revenues                                                           474              -
                                                                          -------------  ------------

 Net cash provided by operating activities                                   4,979          2,260
                                                                          -------------  ------------

 Cash flows from investing activities:
   Increase in short-term investments                                            -         15,899
   Increase in long-term investments                                             -        (14,866)
   Proceeds from redemption of held-to-maturity marketable securities       28,481              -
   Purchase of held-to-maturity marketable securities                      (27,129)             -
   Proceeds from withdrawal of bank deposits                                 7,578              -
   Purchase of property and equipment                                         (784)          (858)
                                                                          -------------  ------------

 Net cash provided by investing activities                                   8,146            175
                                                                          -------------  ------------

 Cash flows from financing activities:
   Issuance of share capital                                                     -            120
   Purchase of treasury stock                                                    -         (1,854)
   Issuance of Common stock and Treasury stock for cash upon exercise
    of options                                                                 787              -
   Exercise of options by employees                                             15              -
   Repayment of long-term loans                                                  -            (13)
                                                                          -------------  ------------

 Net cash provided by (used in) financing activities                           802         (1,747)
                                                                          -------------  ------------

 Increase in cash and cash equivalents                                      13,927            688
 Cash and cash equivalents at beginning of period                           13,825          6,717
                                                                          -------------  ------------

 Cash and cash equivalents at end of period                                $27,752        $ 7,405
                                                                          =============  ============

 Non-cash transactions:
   Issuance of Common stock upon sale of Treasury stock                    $    15        $     -
                                                                          =============  ============

   Loss on issuance of Common stock upon sale of Treasury stock            $ 1,153        $     -
                                                                          =============  ============
</TABLE>

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

                                       6

<PAGE>



NOTE 1:- GENERAL

          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 IP ("Internet Protocol") communications.

          Commencing  in  2001,  the  Company   operates  under  two  reportable
          segments, based on its restructured internal organization,  management
          of operations and performance  evaluation.  These segments are: 1) the
          "networking"  business  unit or NBU,  which  focuses  on a  networking
          product and is  responsible  for  developing  networking  products for
          IP-centric  voice,  video and data conferencing  services;  and 2) the
          "technology" business unit or 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 four wholly-owned subsidiaries:  Radvision Inc. in the
          United States, Radvision B.V. in the Netherlands, Radvision HK in Hong
          Kong, and Radvision U.K. in the United Kingdom.  The  subsidiaries are
          primarily engaged in the sale and marketing of the Company's  products
          and technology.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

          The significant  accounting  policies  applied in the annual financial
          statements  of  the  Company  as of  December  31,  2002  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, 2002.

          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.


                                       7

<PAGE>


U.S. dollars in thousands, except per share data

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

               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.  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  three  and six
               months ended June 30, 2003 and 2002:
<TABLE>
<CAPTION>
                                                     Three months ended          Six months ended
                                                          June 30,                   June 30,
                                                  ------------------------   -------------------------
                                                      2003          2002         2003          2002
                                                  -----------   ----------   -----------   ----------
                                                                      Unaudited
                                                  ---------------------------------------------------
                  <S>                             <C>           <C>            <C>         <C>
                  Risk free interest                    2%            1.5%         2%            1.5%
                  Dividend yields                       0%            0%           0%            0%
                  Volatility                            0.467         0.512        0.467         0.512
                  Expected life                         4             4            4             4

                  Pro forma information
                    under SFAS No. 123:

                  Net income as reported          $     142     $     292    $     157     $     564
                                                  ===========   ==========   ===========   ==========
                  Add - stock based
                     compensation expense
                     determined under APB 25      $       0     $      46    $     117     $      91
                                                  ===========   ==========   ===========   ==========
                  Less - stock-based
                     compensation expense
                     determined under fair
                     value method for all
                     awards                       $     863     $   1,352    $   1,730     $   2,650
                                                  ===========   ==========   ===========   ==========

                  Pro forma net loss              $    (721)    $  (1,014)   $  (1,456)    $  (1,995)
                                                  ===========   ==========   ===========   ==========
                  Basic and diluted earnings
                     per share, as reported       $     0.01    $     0.02   $    0.01     $    0.03
                                                  ===========   ==========   ===========   ==========
                  Pro forma basic and diluted
                     net loss per share           $    (0.04)   $    (0.05)  $   (0.08)    $   (0.10)
                                                  ===========   ==========   ===========   ==========
</TABLE>

          d.   Recently issued accounting pronouncements:

               In November  2002,  the EITF  reached a consensus on Issue 00-21,
               addressing  how to account  for  arrangements  that  involve  the
               delivery or performance of multiple  products,  services,  and/or
               rights  to  use  assets.   Revenue   arrangements  with  multiple
               deliverables are divided into separate units of accounting if the
               deliverables in the arrangement meet the following criteria:  (1)
               the  delivered  item has value to the  customer  on a stand alone
               basis;  (2) there is objective and reliable  evidence of the fair
               value of


                                       8

<PAGE>


NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

               undelivered  items;  and (3) delivery of any undelivered  item is
               probable. Arrangement consideration should be allocated among the
               separate units of accounting based on their relative fair values,
               with the amount  allocated to the delivered item being limited to
               the amount that is not  contingent  on the delivery of additional
               items or meeting  other  specified  performance  conditions.  The
               final consensus will be applicable to agreements  entered into in
               fiscal periods  beginning after June 15, 2003 with early adoption
               permitted.  The  provisions of this consensus are not expected to
               have a significant effect on the Company's  financial position or
               operating results.

               In April  2003,  the FASB  issued  SFAS No.  149,  "Amendment  of
               Statement 133 on Derivative  Instruments and Hedging Activities."
               SFAS No. 149 amends and clarifies the  accounting  for derivative
               instruments, including certain derivative instruments embedded in
               other contracts,  and for hedging  activities under SFAS No. 133,
               "Accounting for Derivative  Instruments and Hedging  Activities."
               SFAS No. 149 is generally effective for contracts entered into or
               modified  after  June  30,  2003  and for  hedging  relationships
               designated  after June 30, 2003.  The Company does not expect the
               adoption of SFAS No. 149 to have a material impact on its results
               of operations or financial position.

               In May  2003,  the FASB  issued  SFAS No.  150,  "Accounting  for
               Certain  Financial   Instruments  with  Characteristics  of  both
               Liabilities  and  Equity."  SFAS No. 150  requires  that  certain
               financial   instruments,   which  under  previous  guidance  were
               accounted   for  as  equity,   must  now  be  accounted   for  as
               liabilities. The financial instruments affected include mandatory
               redeemable stock,  certain financial  instruments that require or
               may require the issuer to buy back some of its shares in exchange
               for cash or other  assets  and  certain  obligations  that can be
               settled with shares of stock.  SFAS No. 150 is effective  for all
               financial instruments entered into or modified after May 31, 2003
               and  must  be  applied  to  the  Company's   existing   financial
               instruments  effective  July 1, 2003,  the beginning of the first
               fiscal period after June 15, 2003. The adoption of this statement
               is not  expected  to  have a  material  effect  on the  Company's
               financial position, results of operation or cash flows.

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 six months  ended June 30,
          2003, are not necessarily indicative of the results of operations that
          may be expected for the year ended December 31, 2003.

                                       9

<PAGE>



U.S. dollars in thousands

NOTE 4:- INVENTORIES

                                                   June 30,       December 31,
                                                     2003             2002
                                                ---------------   --------------
                                                  Unaudited
                                                ---------------

    Raw materials, parts and supplies             $  175            $  194
    Work in progress                                 540               720
    Finished products                                 98                82
                                                ---------------   --------------

                                                  $  813            $  996
                                                ===============   ==============

NOTE 5:- OTHER PAYABLES AND ACCRUED EXPENSES

                                                   June 30,       December 31,
                                                     2003             2002
                                                ---------------   --------------
                                                 Unaudited

           Employees and employee accruals        $  1,989          $  1,617
           Accrued expenses                         10,386            10,768
                                                ---------------   --------------

                                                  $ 12,375        $   12,385
                                                ===============   ==============


NOTE 6:- SEGMENTS AND CUSTOMER INFORMATION
<TABLE>
<CAPTION>
                                                 Three months ended            Six months ended
                                                      June 30,                     June 30,
                                            ----------------------------- ---------------------------
                                                 2003            2002        2003           2002
                                            ---------------   ----------- ------------   ------------
                                                                   Unaudited
                                            ---------------------------------------------------------
          <S>                               <C>              <C>          <C>            <C>
          Revenues:
             Product sales                  $    8,553       $   8,580    $  16,239      $   16,919
             Software sales                      3,052           3,127        6,419           6,345
                                            --------------   ------------ ------------   ------------

          Total revenues                    $   11,605       $  11,707    $  22,658      $   23,264
                                            ==============   ============ ============   ============

          Cost of revenues:
             Product sales                  $    2,429       $   2,540    $   4,783      $    5,048
             Software sales                        169              31          176              81
                                            --------------   ------------ ------------   ------------

          Total cost of revenues            $    2,598       $   2,571    $   4,959      $    5,129
                                            ==============   ============ ============   ============
</TABLE>

                                       11


<PAGE>


U.S. dollars in thousands, except share and per share data

NOTE 7:- EARNINGS PER SHARE

            The   following table sets forth the calculation of basic and
                  diluted earnings per share:
<TABLE>
<CAPTION>
                                                 Three months ended             Six months ended
                                                      June 30,                      June 30,
                                            ------------------------------  -------------------------
                                                 2003            2002          2003          2002
                                            ----------------  ------------  -----------   -----------
                                                                   Unaudited
                                            ---------------------------------------------------------
        <S>                                 <C>            <C>            <C>           <C>
        Numerator:

           Net income                       $       142    $       292    $       157   $       564
                                            ============== ============== ============= =============

           Diluted net earnings per share
             - income                       $       142    $       292    $       157   $       564
                                            ============== ============== ============= =============

        Number of shares:

        Denominator:
           Denominator for basic earnings
             per share - weighted average
             of Ordinary shares              18,473,504     18,063,334     18,409,399    18,274,259
           Effect of dilutive securities:
           Employee stock options and
             unvested restricted shares         745,278        800,930        645,894     1,067,860
                                            -------------- -------------- ------------- -------------
                                             19,218,782     18,864,264     19,055,293    19,342,119
                                            ============== ============== ============= =============
</TABLE>


NOTE 8:- SIGNIFICANT EVENTS

          During the six months ended June 30, 2003,  the Company issued 322,673
          Ordinary  shares from treasury  stock to employees who have  exercised
          options.  The Company accounts for the reissuances in accordance with
          Accounting  Principles  Board  Opinion  No. 6  "Status  of  Accounting
          Research Bulletins" and charges the excess of the repurchase cost over
          issuance  price  using the  weighted  average  method  to  accumulated
          deficit. In case the repurchase cost is lower than the issuance price,
          the Company credits the difference to additional paid in capital. As a
          result of the  reissuances  during the six months ended June 30, 2003,
          the Company recorded a loss in the amount of $ 1,153.




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


                                       11


<PAGE>


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

     The  following  is   management's   discussion   and  analysis  of  certain
significant  factors which have  affected our  financial  position and operating
results during the periods included in the accompanying  condensed  consolidated
financial  statements.  The  discussion  and analysis  which follows may contain
trend  analysis  and other  forward-looking  statements  within  the  meaning of
Section 21E of the  Securities  Exchange  Act of 1934 which  reflect our current
views  with  respect to future  events  and  financial  results.  These  include
statements regarding our earnings,  projected growth and forecasts,  and similar
matters  that  are  not   historical   facts.   We  remind   shareholders   that
forward-looking  statements are merely  predictions and therefore are inherently
subject to  uncertainties  and other factors that could cause the future results
to differ  materially  from those described in the  forward-looking  statements.
These  uncertainties  and other  factors  include,  but are not  limited to, the
uncertainties and factors included in the "Risk Factors" contained in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2002.

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.

Critical Accounting Policies

        We have identified the following policies as critical to the
understanding of our financial statements. The preparation of our financial
statements 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 sales and expenses during the reporting periods. Areas where significant
judgments are made include, but are not limited to, inventory valuation and
revenue recognition. Actual results could differ materially from these
estimates. Our consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States.

        Revenues and Revenue Recognition. 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 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

                                       12

<PAGE>


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 and the Middle East and the Asian
Pacific region.

        Revenues from sales of products and technology are recognized in
accordance with Statement of Position (SOP) 97-2, as amended by SOP 98-9, upon
delivery, when collection is probable, the vendor's fee is fixed or determinable
and persuasive evidence of an arrangement exists. Provided that all other
elements of SOP 97-2 are met, revenues are recognized upon delivery, whether the
customer is a distributor or the final end user. Revenues for maintenance and
support services are deferred and recognized ratably over the service period.

        In accordance with SOP 97-2, revenues for multi-element arrangements,
that is, sales of products or technology in conjunction with post-contract
customer support services, are segregated. Revenues allocated to the delivered
elements are recognized upon delivery, provided that the other elements of SOP
97-2 are satisfied. Revenues allocated to the undelivered elements
(post-contract customer support services) are deferred and recognized ratably
over the service period. The portion of the fee for multi-element arrangements
allocated to the undelivered elements (post-contract customer support services)
is based on vendor-specific objective evidence determined, in the case of
post-contract customer support services, based on the annual renewal rate for
such services actually charged to customers for years subsequent to the first
year following sale. The remaining portion of the fee is allocated to the
delivered elements based on the residual value method.

        Revenues from products sales are recognized in accordance with Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements" ("SAB
No. 101") when the following criteria are met: persuasive evidence of an
arrangement exists, delivery of the product has occurred, the fee is fixed or
determinable and collectibility is probable. We have no obligation to customers
after the date on which products are delivered. Revenues from maintenance and
updates are recognized over the term of agreement.

        All of our revenues are generated in U.S. dollars or are linked to the
dollar and a majority of our expenses are incurred in U.S. dollars.
Consequently, we use the dollar as our functional currency. Transactions and
balances in other currencies are remeasured into dollars according to the
principles in Financial Accounting Standards Board Statement No. 52. Gains and
losses arising from remeasurment are reflected in our statements of operations
as financial income or expenses as appropriate.

        Inventories. Inventories are stated at the lower of cost or market. Cost
is determined by the moving average method, inventories write-offs and
write-down provisions are provided to cover risks arising from slow-moving items
or technological obsolescence.

Significant Costs and Expenses

        Cost of Revenues. Our cost of revenues consists of component and
material costs, direct labor costs, subcontractor fees, overhead related to
manufacturing and depreciation of manufacturing equipment. Our gross margin is
affected by the selling prices for our products as well as the proportion of our
revenues generated from the sale of our technology products as compared to our
networking products. Our revenues from the sale of our technology products

                                       13

<PAGE>


have higher gross margins than our revenues from the sale of our networking
products and we offer greater discounts to our high volume OEM customers. As the
relative proportion of our revenues from our networking products increases as a
percentage of our total revenues and we generate a higher percentage of our
revenues from sales to our high volume OEM customers, our gross margins will
decline.

        Research and development expense. Our research and development expenses
consist primarily of compensation and related costs for research and development
personnel, expenses for testing facilities and depreciation of equipment.
Research and development costs, net are charged to operations as incurred.
Software development costs are considered for capitalization when technological
feasibility is established according to SFAS No. 86, "Accounting for the Costs
of Computer Software to be Sold, Leased or Otherwise Marketed." Costs incurred
after achievement of technological feasibility in the process of software
production have not been material. Therefore, we have not capitalized any of our
research and development expenses and do not anticipate that our development
process will differ materially in the future.

        Marketing and selling expenses, net. Our marketing and selling expenses
consist primarily of compensation and related costs for sales personnel,
marketing personnel, sales commissions, marketing programs, public relations,
promotional materials, travel expenses, trade show exhibit expenses and
royalties paid to the Government of Israel. We do not intend to apply for any
grants from the Government of Israel in the future.

        General and administrative expenses. Our general and administrative
expenses consist primarily of salaries and related expenses for executive,
accounting and human resources personnel, professional fees, provisions for
doubtful accounts and other general corporate expenses.

        Other operating expenses. Operating expenses also include amortization
of stock-based compensation, which is allocated among research and development
expenses, marketing and selling expenses and general and administrative expenses
based on the division in which the recipient of the option grant is employed.
Amortization of stock-based compensation results from the granting of options to
employees with exercise prices per share determined to be below the fair market
value per share of our ordinary shares on the dates of grant. The stock-based
compensation is being amortized to operating expenses over the vesting period of
the individual options.

        Financial income, net. Our financial income consists primarily of
interest earned on bank deposits and other liquid investments, gains and losses
from the remeasurment of monetary balance sheet items denominated in non-dollar
currencies into dollars and interest expense incurred on outstanding debt.

        Taxes. Israeli companies are generally subject to income tax at the
corporate tax rate of 36%. However, several of our investment programs at our
manufacturing facility in Tel Aviv have been granted approved enterprise status
and, therefore, we are eligible for tax benefits. These benefits should result
in income recognized by us being tax exempt or taxed at a lower rate for a
specified period after we begin to report taxable income and exhaust any net
operating loss carry-forwards. However, these benefits may not be applied to
reduce the tax rate for any income derived by our U.S. subsidiary.

                                       14

<PAGE>




Results of Operations

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

                                               Three months        Six months
                                              ended June 30,     ended June 30,
                                              2002      2003     2002     2003
                                                          Unaudited
                                            ------------------------------------
Revenues
   Networking products....................    73.3%     73.3%    72.7%    71.7
   Technology products....................    26.7      26.3     27.3     28.3
   Total revenues.........................   100.0     100.0    100.0    100.0
Cost of revenues
   Networking products....................    21.7      20.9     21.7     21.1
   Technology products....................     0.3       1.5      0.3      0.8
   Total cost of revenues.................    22.0      22.4     22.0     21.9
Gross profit..............................    78.0      77.6     78.0     78.1
Operating expenses
  Research and development................    33.0      31.0     34.0     31.6
  Marketing and selling...................    39.2      41.8     38.9     42.3
  General and administrative..............     9.2       8.4      8.8      8.5
 Total operating expenses.................    81.4      81.2     81.7     82.4
Operating loss............................    (3.4)     (3.6)    (3.7)    (4.3)
Financial income, net.....................     5.9       4.8      6.1      5.0
Net income (loss).........................     2.5       1.2      2.4      0.7
                                                                           ===


Three Months Ended June 30, 2002 Compared with Three Months Ended June 30, 2003

Revenues. Revenues decreased from $11.7 million for the three months ended June
30, 2002 to $11.6 million for the three months ended June 30, 2003, a decrease
of $102,000, or less than 1%. This decrease was mainly due to a $75,000, or
2.4%, decrease in sales of our technology products.

Revenues from networking products remained constant at approximately $8.6
million for the three months ended June 30, 2002 and 2003. Revenues from sales
of our ViaIP and OnLan product lines remained at the same level of $8.6 million
for the three months periods ended June 30, 2002 and 2003.

Revenues from technology products remained constant at approximately $3.1
million for three months periods ended June 30, 2002 and 2003. Revenues from
licenses and royalties totaled $1.3 million and $574,000 in the three months
ended June 30, 2002 compared to $1.1 million and $731,000, respectively, in the
three months ended June 30, 2003. Maintenance revenues declined from $1.3
million in the three months ended June 30, 2002 to $1.1 million in the three
months ended June 30, 2003, which decline was offset in part by the initiation
of our offering professional services with respect to research and development,
which activity accounted for $170,000 in revenues in the three months ended June
30, 2003.

Revenues from sales to customers in the United States decreased from $7.1
million, or 60.7% of revenues, for the three months ended June 30, 2002, to $6.6
million, or 56.9% of revenues, for the three months ended June 30, 2003, a
decrease of $558,000, or 7.9%. This decrease in sales to

                                       15

<PAGE>


customers in the United States was primarily attributable to decreased market
demand as budgets for these technology products decreased.

Revenues from sales to customers in Europe decreased from $1.9 million, or 16.2%
of revenues, for the three months ended June 30, 2002, to $1.3 million, or 11.2%
of revenues, for the three months ended June 30, 2003, a decrease of $600,000,
or 31.6%. This decrease in sales to customers in Europe was primarily
attributable to the ongoing softness in enterprise spending in Europe.

Revenues from sales to customers in the Far East increased from $2.1 million, or
17.9% of revenues, for the three months ended June 30, 2002, to $3.2 million, or
27.6% of revenues, for the three months ended June 30, 2003, an increase of $1.1
million, or 52.4%. This increase in sales to customers in the Far East was
primarily attributable to increased sales efforts.

Revenues from sales to customers in Israel decreased from $592,000, or 5.1% of
revenues, for the three months ended June 30, 2002 to $524,000, or 4.5% of
revenues, for the three months ended June 30, 2003, a decrease of $68,000, or
11.5%.

Cost of Revenues. Cost of revenues remained relatively constant at approximately
$2.6 million for the three month periods ended June 30, 2002 and 2003. Gross
profit as a percentage of revenues decreased slightly from 78.0% for the three
months ended June 30, 2002 to 77.6% for the three months ended June 30, 2003.

Research and Development. Research and development expenses decreased from $3.9
million for the three months ended June 30, 2002 to $3.6 million for the three
months ended June 30, 2003, a decrease of $274,000, or 7.0%. This decrease was
primarily attributable to a decrease in the number of research and development
personnel whom we employed. Research and development expenses as a percentage of
revenues decreased from 33.0% for the three months ended June 30, 2002 to 31.0%
for the three months ended June 30, 2003.

Marketing and Selling. Marketing and selling expenses increased from $4.6
million for the three months ended June 30, 2002 to $4.9 million for the three
months ended June 30, 2003, an increase of $266,000, or 5.8%. This increase was
primarily attributable to increased sales efforts in the United States and the
Far East. Marketing and selling expenses as a percentage of revenues increased
from 39.2% for the three months ended June 30, 2002 to 41.8% for the three
months ended June 30, 2003.

General and Administrative. General and administrative expenses decreased from
$1.1 million for the three months ended June 30, 2002 to $1 million for the
three months ended June 30, 2003, a decrease of $97,000, or 8.8%. This decrease
was primarily attributable to a decrease in personnel expenses. General and
administrative expenses as a percentage of revenues was 9.2% for the three
months ended June 30, 2002 and 8.4% for the three months ended June 30, 2003.

Operating Loss. Although our operating loss increased slightly from $394,000 for
the three months ended June 30, 2002 to $418,000 for the three months ended June
30, 2003, our operating loss decreased sequentially from the first quarter of
2003 as a result of our cost-cutting efforts and increased revenues.

                                       16

<PAGE>




Financial Income. We had financial income of $686,000 in the three months ended
June 30, 2002 as compared to $560,000 for the three months ended June 30, 2003.
This income was principally 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.

Net Income. Net income for the quarter was $142,000 compared with net income of
$292,000 for the second quarter of 2002.

Six Months Ended June 30, 2003 Compared with Six Months Ended June 30, 2002

Revenues. Revenues decreased from $23.3 million for the six months ended June
30, 2002 to $22.7 million for the six months ended June 30, 2003, a decrease of
$606,000, or 2.6%. This decrease was due a decrease in sales of networking
products.

Revenues from networking products decreased from $16.9 million for the six
months ended June 30, 2002 to $16.2 million for the six months ended June 30,
2003. Revenues from sales of our ViaIP and OnLan product lines decreased from
$12.3 million and $4.5 million in the six months ended June 30, 2002 to $13.4
million and $1.4 million, respectively, in the six months ended June 30, 2003.
This decline was offset in great measure by $1.3 million of other product sales.
The decrease in networking product sales was principally attributable to lower
than expected sales in the United States.

Revenues from technology products remained relatively constant at approximately
$6.4 million for the six months periods ended June 30, 2002 and 2003. Revenues
from licenses and royalties were $2.6 million and $935,000 in the six months
ended June 30, 2002 and $2.4 million and $1.3 million respectively, in the six
months ended June 30, 2003. Maintenance revenues decreased from $2.9 million in
the six months ended June 30, 2002 to $2.4 million in the six months ended June
30, 2003, which decline was offset in part by the initiation of our offering
professional services with respect to research and development, which activity
accounted for $401,000 in revenues in the six months ended June 30, 2003.

Revenues from sales to customers in the United States decreased from $14.5
million, or 62.2% of revenues, for the six months ended June 30, 2002, to $10.9
million, or 48.0% of revenues, for the six months ended June 30, 2003, a
decrease of $3.6 million, or 24.8%. This decrease in sales was primarily
attributable to the ongoing softness in enterprise spending in the United
States.

Revenues from sales to customers in Europe increased from $3.6 million, or 15.5%
of revenues, for the six months ended June 30, 2002, to $4.6 million, or 20.3%
of revenues, for the six months ended June 30, 20032, an increase of $1.0
million, or 27.8%. This increase in sales was primarily attributable to the
FastWeb sale in the first three months of 2003.

Revenues from sales to customers in the Far East increased from $4.1 million, or
17.6% of revenues, for the six months ended June 30, 2002, to $6.2 million, or
27.4% of revenues, for the six months ended June 30, 2003 an increase of $2.1
million, or 51.2%. This increase in sales was primarily attributable to
increased sales efforts.

                                       17

<PAGE>




Revenues from sales to customers in Israel decreased from $1.1 million for the
six months ended June 30, 2002, or 4.7% of revenues, and for the six months
ended June 30, 2002, to $900,000, or 4.0% of revenue for the six months ended
June 30, 2003.

Cost of Revenues. Cost of revenues decreased from $5.1 million for the six
months ended June 30, 2002 to $5.0 million for the six months ended June 30,
2003, a decrease of $170,000, or 3.3%. Gross profit as a percentage of revenues
increased slightly from 78.0% for the six months ended June 30, 2002 to 78.1%
for the six months ended June 30, 2003.

Research and Development. Research and development expenses decreased from $7.9
million for the six months ended June 30, 2002 to $7.2 million for the six
months ended June 30, 2003, a decrease of $751,000, or 9.5%. This decrease was
primarily attributable to a decrease in the number of research and development
personnel whom we employed. Research and development expenses as a percentage of
revenues decreased from 34.0% for the six months ended June 30, 2002 to 31.6%
for the six months ended June 30, 2003.

Marketing and Selling. Marketing and selling expenses increased from $9.1
million for the six months ended June 30, 2002 to $9.6 million for the six
months ended June 30, 2003, an increase of $528,000, or 5.8%. Marketing and
selling expenses as a percentage of revenues increased from 38.9% for the six
months ended June 30, 2002 to 42.3% for the six months ended June 30, 2003.

General and Administrative. General and administrative expenses decreased from
$2.0 million for the six months ended June 30, 2002 to $1.9 million for the six
months ended June 30, 2003, a decrease of $118,000, or 5.8%. This decrease was
primarily attributable to a decrease in personnel expenses. General and
administrative expenses as a percentage of revenues was 8.8% for the six months
ended June 30, 2002 and 8.5% for the six months ended June 30, 2003.

Operating Loss. Although our operating loss increased from $874,000 for the six
months ended June 30, 2002 to $969,000 for the six months ended June 30, 2003,
we narrowed our operating loss in the second quarter to $418,000 from $551,000
for the first quarter of 2003 as a result of cost cutting efforts and increased
revenues.

Financial Income. Financial income decreased from $1.4 million for the six
months ended June 30, 2002 to $1.1 million for the six months ended June 30,
2003 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.

Net Income. Net income for the first six months of 2003 was $157,000 compared
with net income of $564,000 for the first six months of 2002.

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

                                       18

<PAGE>


March 2000, we sold 4,370,000 of our ordinary shares in an initial public
offering and 590,822 ordinary shares in a private placement. We received net
proceeds of $89.2 million from the public offering and private placement. As of
June 30, 2003, we had approximately $27.8 million in cash and cash equivalents,
$33.0 million in short term investments and our working capital was
approximately $52.6 million. Taking into account long-term liquid investments,
we had $92.8 million in cash and liquid investments as of June 30, 2003.

        Net cash generated from operating activities was approximately $5.0
million for the six months ended June 30, 2003. This amount was primarily
attributable to a $4.6 million decrease in trade receivables, depreciation
expenses of $1.2 million and an increase of $474,000 in deferred revenues. These
increases in cash generated by our operating activities were offset in part by a
$2.4 million decrease in trade payables.

        The decrease in inventories at June 30, 2003 was primarily due to our
continued efforts to manage our inventory to correspond with our revenues and
our efforts to utilize subcontractors.

        Net cash provided by investing activities was approximately $8.1 million
for the six months ended June 30, 2003. During the six months ended June 30,
2003, $784,000 of cash used in investing activities was for purchases of
property and equipment.

        Net cash received from financing activities was $802,000 for the six
months ended June 30, 2003.

        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 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.

        On August 28, 2002, we announced that our board of directors had
authorized the repurchase of up to $10.0 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 June 30, 2003, we have purchased
14,000 ordinary shares at a total cost of $78,000, or an average price of $5.55
per share.

                                       19

<PAGE>






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

Foreign Exchange

        Our international business is subject to risks typical of an
international business, including, but not limited to differing economic
conditions, changes in political climate, differing tax structures, other
regulations and restrictions, and foreign exchange rate volatility. Accordingly,
our future results could be materially adversely impacted by changes in these or
other factors.

        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.

Interest Rates

        We invest our cash in a variety of financial instruments, including time
deposits, cash deposits, U.S. federal agency securities and corporate bonds with
an average credit rating of A2. Despite the high quality of our investments,
fixed rate securities may have their fair market value adversely impacted due to
a rise in interest rates, while floating rate securities may produce less income
than expected if interest rates fall. Due in part to these factors, our future
investment income may fall short of expectations due to changes in interest
rates, or we may suffer losses in principal if forced to sell securities that
have seen a decline in market value due to changes in interest rates.

        We account for our investment instruments in accordance with Statement
of Financial Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities" ("SFAS No. 115"). All of the cash equivalents and
short-term investments are treated as available-for-sale under SFAS No. 115.

        The weighted-average interest rate on investment securities held at June
30, 2003 was approximately 2.73% as compared to 3.25% at December 31, 2002. The
fair market value of cash equivalents and liquid investments held at June 30,
2003 was $92.8 million.

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

        Within the 90-day period prior to the filing of this report, the we
carried out an evaluation of the effectiveness of our disclosure controls and
procedures (as defined by Rule 13a-14(c) of the Securities Exchange Act of 1934)
under the supervision and with the participation of our chief executive officer
and chief financial officer. Based on and as of the date of such evaluation, the
aforementioned officers have concluded that our disclosure controls and
procedures were effective.

        Our company also maintains a system of internal accounting controls that
is designed to provide assurance that its assets are safeguarded and that
transactions are executed in accordance with management's authorization and
properly recorded. This system is continually reviewed and is augmented by
written policies and procedures, the careful selection and training of qualified
personnel and an internal audit program to monitor its effectiveness. During the
quarter ended June 30, 2003, there were no significant changes to this system of
internal controls or in other factors that could significantly affect those
controls.

                                       20

<PAGE>



                           PART II - OTHER INFORMATION

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

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

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

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

                                                              For the account of
                                            For the account      the selling
                                            of the company       shareholder
                                            ---------------   ------------------
   Number of ordinary shares registered ..       4,370,000          N/A
   Aggregate offering price of shares
      registered .........................     $87,400,000          N/A
   Number of ordinary shares sold ........       4,370,000          N/A
   Aggregate offering price of shares sold     $87,400,000          N/A

        The following table sets forth the expenses incurred by us in connection
with our public offering during the period commencing the effective date of the
Registration Statement and ending June 30, 2003. 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.

                                       21

<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
        ---------------------------------------------------

               During the three month period ended June 30, 2003, we held our
               Annual General Meeting of Shareholders.

               At the meeting, held on June 8, 2003, our shareholders voted:

          1.   To  consider  and  receive  the   Directors'   Annual  Report  to
               Shareholders  for  the  year  ended  December  31,  2002,  and to
               consider  and  receive  the  Company's   Consolidated   Financial
               Statements  for  the  year  ended  December  31,  2002,  and  the
               auditor's report thereon.

                                        For         Against      Abstained
                                        ---         -------      ---------
                                      6,649,133      2,683        9,335

          2.   To appoint Kost Forer & Gabbay, a member of Ernst & Young Global,
               to conduct the annual audit of the Company's financial statements
               for the year ending December 31, 2003, and to authorize the Board
               of Directors to fix their remuneration.


                                        For          Against      Abstained
                                        ---          -------      ---------
                                      6,562,318      90,797        8,035

          3.   To elect Zohar Zisapel,  Gadi Tamari,  Efraim Wachtel and Andreas
               Mattes as  directors  of the  Company  to hold  office for a term
               until their successors are duly elected and qualified at our 2004
               Annual General Meeting of Shareholders.


                                            For            Against
                                            ---            -------
               Zohar Zisapel              6,653,570        7,580
               Gadi Tamari                6,653,570        7,580
               Efraim Wachtel             6,653,570        7,580
               Andreas Mattes             6,653,570        7,580

                                       22

<PAGE>




          4.   To elect the  following  external  directors to hold office for a
               term of three years.


                                            For          Against      Abstained
                                            ---          -------      ---------
               Liora Katzenstein.....     6,628,943      24,676         7,531
               Joseph Atsmon.........     6,628,943      24,676         7,531

          5.   To authorize remuneration of our external directors.


                                            For        Against        Abstained
                                            ---        -------        ---------
                                          6,432,764    217,411        10,975

          6.   To approve the grant of options to the CEO of the company.


                                            For        Against        Abstained
                                            ---        -------        ---------
                                          6,260,211    561,812        13,200

          7.   To approve indemnification by the company of directors and office
               holders of the company.


                                            For        Against        Abstained
                                            ---        -------        ---------
                                          6,281,569    541,048        12,606


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

        None

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

     (a)  Exhibits

          99.1 Certification by Chief Executive  Officer Pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002.

          99.2 Certification by Chief Financial  Officer Pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002.

          99.3 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.

          99.4 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 last  quarter  of the  period
          covered by this report:

        An 8-K bearing the cover date of April 1, 2003 with respect to a press
release regarding a reduction in the Registrant's first quarter earnings
estimate and outlook for the year was filed on April 1, 2003.

                                       23




<PAGE>


                                   SIGNATURES


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

                                            RADVISION LTD.
                                               (Registrant)



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



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


Date:  July  31, 2003

                                       24