UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM 10-K/A


[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

                      For the Year Ended December 31, 1997

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934


                         Commission File Number 0-28252


                                BROADVISION, INC.
             (Exact name of registrant as specified in its charter)


         Delaware                                         94-3184303
 --------------------------------            -----------------------------------
(State  or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

 585 Broadway, Redwood City, California                     94063
 --------------------------------------                   ---------
(Address of principal executive offices)                  (Zip Code)


                                 (650) 261-5100
               --------------------------------------------------
               Registrant's telephone number, including area code

           Securities registered pursuant to Section 12(b) of the Act:


                                                       Name of each exchange
  Title of each class                                   which registered
  -------------------                                  ---------------------
        None                                                     None


           Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, $.0001 par value
                         ------------------------------
                                (Title of Class)

     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 if the disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of the  registrant's  knowledge,  in definitive proxy or information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

     Based on the  closing  sales  price of March 1, 1998 the  aggregate  market
value  of  the  voting  stock  held  by  nonaffiliates  of  the  registrant  was
$147,002,786.

     As of March 1, 1998, registrant had outstanding 20,403,996 shares of Common
Stock.

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

                       DOCUMENTS INCORPORATED BY REFERENCE

     Parts of the Proxy  Statement  for  Registrant's  1997  Annual  Meeting  of
Stockholders  to be held May 11, 1998 are  incorporated by reference in Part III
of this Form 10-K Report.



<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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, in Redwood City, State
of California, on this 31st day of March 1998.

                                            BroadVision, Inc.


                                            By: /s/ Pehong Chen*
                                                --------------------------------
                                                             Pehong Chen
                                                       Chairman of the Board and
                                                       Chief Executive Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.


          Signature                          Title                    Date
-----------------------------   ------------------------------   --------------

      /s/ Pehong Chen*            Chairman of the Board and      March 31, 1998
---------------------------        Chief Executive Officer
         Pehong Chen            (Principal Executive Officer)


   /s/ Randall C. Bolten         Vice President, Operations,     March 31, 1998
---------------------------        Chief Financial Officer
     Randall C. Bolten              (Principal Financial
                                   and Accounting Officer)


   /s/ David L. Anderson*               Director                 March 31, 1998
---------------------------
     David L. Anderson


    /s/ Yogen K. Dalal*                 Director                 March 31, 1998
---------------------------
      Yogen K. Dalal


    /s/ Koh Boon Hwee*                  Director                 March 31, 1998
---------------------------
       Koh Boon Hwee


   /s/ Carl Pascarella*                 Director                 March 31, 1998
---------------------------
       Carl Pascarella

*  By: /s/ Randall Bolten
       ------------------
       Randall Bolten
       as Attorney-in-Fact

                                       54

<PAGE>


                               BROADVISION, INC.
                          ANNUAL REPORT ON FORM 10-K
                               DECEMBER 31, 1997


                               INDEX TO EXHIBITS


      Exhibit     Description
----------------- -------------------------------------------------------------
       3.1(1)     Amended and Restated Certificate of Incorporation.
       3.2(1)     Amended and restated Bylaws.
       4.1(1)     References are hereby made to Exhibits 3.1 to 3.2.
       4.3(1)     Second Amended and restated  Investor's Rights Agreement dated
                  April  15,   1997  among  the   Company  and  certain  of  its
                  stockholders.
      10.1(1)(4)  Form of  Indemnity  Agreement  between the Company and each of
                  its directors.
      10.2(1)(4)  Equity Incentive Plan (the "Equity Incentive Plan").
      10.3(1)(4)  Form of  Incentive  Stock  Option  under the Equity  Incentive
                  Plan.
      10.4(1)(4)  Form of Nonstatutory  Stock Option under the Equity  Incentive
                  Plan.
      10.5(1)(4)  Form of Nonstatutory Stock Option (Performance-Based).
      10.6(1)(4)  1997  Employee  Stock  Purchase  Plan  ( the  "Employee  Stock
                  Purchase Plan").
      10.7(1)(4)  Employee Stock Purchase Plan Offering (Initial Offering).
      10.8(1)(4)  Employee Stock Purchase Plan Offering (Subsequent Offering).
      10.9(1)     Master  Equipment  Lease  Agreement dated May 23, 1997 between
                  the Company and Lighthouse Capital Partners, L.P.
      10.10(1)+   Terms  and  Conditions  dated  January  1, 1997  between  IONA
                  Technologies LTD and the Company.
      10.11(1)    Series D Preferred  Stock Option  Agreement dated February 27,
                  1997 between the Company and Pehong Chen.
      10.12(1)    Standard  Office  Lease  dated  February  8, 1996  between the
                  Company  and  GVE  Distel  Associates,  a  California  General
                  Partnership.
      10.13(1)(4) Stock Option Plan.
      10.14(1)(4) Form of Incentive Stock Option under the Stock Option Plan.
      10.15(1)(4) Form of Nonstatutory Stock Option under the Stock Option Plan.
      10.16(1)    Lease  dated   February  5,  1997   between  the  Company  and
                  Martin/Campus Associates, L.P.
      10.17(2)    Loan and Security,  dated July 2, 1997, between Silicon Valley
                  Bank and the Company.
      10.18(3)    First  Amendment to Loan and Security  Agreement,  dated as of
                  February 5, 1998 between the Company and Silicon Valley Bank.
      21.1(5)     Subsidiaries of the Company.
      23.1(5)     Consent of KPMG Peat Marwick LLP. Reference is  hereby made to
                  page 55.
      24.1(5)     Power of Attorney. Reference is hereby made to page 54.
      27.1        Financial Data Schedule for the year ended December 31, 1997.
      27.2        Restated Financial  Data  Schedule for the year ended December
                  31, 1996.
------------
(1)      Incorporated  by reference to the Company's  Registration  Statement on
         Form S-1 filed on April 19,  1996,  as amended on May  9,1996,  May 29,
         1996 and June 17, 1996.
(2)      Incorporated  by reference to the Company's  10-Q for the quarter ended
         September 30, 1997 filed on November 12, 1997.
(3)      Incorporated  by reference to the Company's  Registration  Statement on
         Form S-3 filed on March 4, 1998.
(4)      Represents a management contract or compensatory plan or arrangement.
(5)      Previously filed with this Form 10-K.
+        Confidential treatment requested.