================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-Q

(Mark One)

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

                              For the Quarter Ended

                               September 30, 1999

                                       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
       incorporation or organization)                   Identification Number)

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

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

         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  October  31,  1999,   there  were  77,618,034   shares  of  the
Registrant's Common Stock issued and outstanding.

================================================================================


<PAGE>

<TABLE>


                            BROADVISION, INC. AND SUBSIDIARIES

                                         FORM 10-Q

                             QUARTER ENDED SEPTEMBER 30, 1999

                                     TABLE OF CONTENTS


<CAPTION>
                                                                                                     Page No.
                                                                                                     --------
<S>                                                                                                    <C>
PART I     FINANCIAL INFORMATION

Item 1.    Financial Statements

              Consolidated Balance Sheets -
                  September 30, 1999 and December 31, 1998                                               3

              Consolidated Statements of Operations and Comprehensive Income -
                  Three and nine months ended September 30, 1999 and 1998                                4

              Consolidated Statements of Cash Flows -
                  Nine months ended September 30, 1999 and 1998                                          5

              Notes to Consolidated Financial Statements                                                 6

Item 2.    Management's Discussion and Analysis of
              Financial Condition and Results of Operations                                              9

Item 3.    Quantitative and Qualitative Disclosures about Market Risk                                   16



PART II    OTHER INFORMATION

Item 1.    Legal Proceedings                                                                            17

Item 2.    Changes in Securities and Use of Proceeds                                                    17

Item 3.    Defaults upon Senior Securities                                                              17

Item 4.    Submission of Matters to a Vote of Security Holders                                          17

Item 5.    Other Information                                                                            18

Item 6.    Exhibits and Reports on Form 8-K                                                             18



SIGNATURES                                                                                              18

</TABLE>

                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.        FINANCIAL STATEMENTS

<TABLE>

                                                 BROADVISION, INC. AND SUBSIDIARIES

                                                     CONSOLIDATED BALANCE SHEETS

                                                (In thousands, except per share data)

<CAPTION>
                                                                                                   September 30,        December 31,
                                                                                                       1999                  1998
                                                                                                    ---------             ---------
<S>                                                                                                 <C>                   <C>
ASSETS

   Cash and cash equivalents                                                                        $  55,323             $  61,878
   Short-term investments                                                                              24,201                  --
   Accounts receivable, less allowance for doubtful accounts and
     returns of $1,221 and $788, for 1999 and 1998, respectively                                       23,091                15,361
   Prepaids and other                                                                                   3,992                 3,589
                                                                                                    ---------             ---------
         Total current assets                                                                         106,607                80,828

   Property and equipment, net                                                                         12,830                 8,034
   Long-term investments                                                                               25,534                11,546
   Deferred income taxes                                                                                8,036                  --
   Other                                                                                                3,522                 1,154
                                                                                                    ---------             ---------
         Total assets                                                                               $ 156,529             $ 101,562
                                                                                                    =========             =========

LIABILITIES AND STOCKHOLDERS' EQUITY

   Accounts payable                                                                                 $   4,602             $   2,243
   Accrued expenses                                                                                     8,161                 4,933
   Unearned revenue                                                                                     3,715                 1,918
   Deferred maintenance                                                                                11,601                 6,157
   Current portion of capital lease obligations                                                           347                   709
   Current portion of long-term debt                                                                      977                   548
                                                                                                    ---------             ---------
         Total current liabilities                                                                     29,403                16,508

   Long-term debt                                                                                       5,030                 2,924
   Other                                                                                                   26                   321
                                                                                                    ---------             ---------
         Total liabilities                                                                             34,459                19,753

   Commitments

   Stockholders' equity:

   Convertible preferred stock, $0.0001 par value; 10,000
    shares authorized; none issued and outstanding                                                       --                    --
   Common stock, $0.0001 par value; 500,000 shares authorized;
    77,441 and 74,389 shares issued and outstanding for 1999 and
    1998, respectively                                                                                      8                     7
   Additional paid-in capital                                                                         120,084                98,762
   Deferred compensation                                                                                 (307)                 (555)
   Accumulated other comprehensive income, net of tax                                                  11,141                 3,198
   Accumulated deficit                                                                                 (8,856)              (19,603)
                                                                                                    ---------             ---------
         Total stockholders' equity                                                                   122,070                81,809
                                                                                                    ---------             ---------
         Total liabilities and stockholders' equity                                                 $ 156,529             $ 101,562
                                                                                                    =========             =========
<FN>

                            See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>

                                                                 3
<PAGE>

<TABLE>

                                                 BROADVISION, INC. AND SUBSIDIARIES

                                   CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

                                              (In thousands, except per share amounts)
<CAPTION>

                                                                          Three Months Ended                    Nine Months Ended
                                                                             September 30,                       September 30,
                                                                     ---------------------------          --------------------------
                                                                        1999              1998              1999              1998
                                                                     --------           --------          --------          --------
<S>                                                                  <C>                <C>               <C>               <C>
Revenues:
  Software licenses                                                  $ 18,954           $  9,158          $ 47,221          $ 24,455
  Services                                                             10,877              4,273            24,550            10,439
                                                                     --------           --------          --------          --------
     Total Revenues                                                    29,831             13,431            71,771            34,894

Cost of revenues:
  Cost of software licenses                                               676                237             2,460               637
  Cost of services                                                      7,241              2,553            15,114             6,264
                                                                     --------           --------          --------          --------
     Total cost of revenues                                             7,917              2,790            17,574             6,901
                                                                     --------           --------          --------          --------
        Gross profit                                                   21,914             10,641            54,197            27,993

Operating expenses:
  Research and development                                              3,816              2,394             9,986             6,476
  Sales and marketing                                                  12,136              6,285            29,891            18,389
  General and administrative                                            2,119                977             5,001             2,562
                                                                     --------           --------          --------          --------
     Total operating expenses                                          18,071              9,656            44,878            27,427
                                                                     --------           --------          --------          --------
        Operating income                                                3,843                985             9,319               566

Other income, net                                                         891                769             2,001             1,382
                                                                     --------           --------          --------          --------
Income before provision
  for income taxes                                                      4,734              1,754            11,320             1,948

Provision for income taxes                                                240               --                 573              --
                                                                     --------           --------          --------          --------
        Net income                                                   $  4,494           $  1,754          $ 10,747          $  1,948
                                                                     ========           ========          ========          ========
     Basic earnings per share                                        $   0.06           $   0.02          $   0.14          $   0.03
                                                                     ========           ========          ========          ========
     Diluted earnings per share                                      $   0.05           $   0.02          $   0.13          $   0.03
                                                                     ========           ========          ========          ========

Shares used in computing:

Basic earnings per share                                               76,335             72,792            75,306            68,772
                                                                     ========           ========          ========          ========
Diluted earnings per share                                             86,649             80,166            84,753            75,642
                                                                     ========           ========          ========          ========
Comprehensive income:

Net income                                                           $  4,494           $  1,754          $ 10,747          $  1,948
Other comprehensive income, net of tax:
  Unrealized long-term investment
  gains (losses)                                                       (2,102)              --               7,943              --
                                                                     --------           --------          --------          --------
Total comprehensive income                                           $  2,392           $  1,754          $ 18,690          $  1,948
                                                                     ========           ========          ========          ========

<FN>

                             See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>

                                                                 4
<PAGE>


<TABLE>
                                                 BROADVISION, INC. AND SUBSIDIARIES

                                                CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                           (In thousands)

<CAPTION>
                                                                                                               Nine Months Ended
                                                                                                                 September 30,
                                                                                                        ----------------------------
                                                                                                          1999                1998
                                                                                                        --------           --------
<S>                                                                                                     <C>                <C>
Cash flows from operating activities:
Net income                                                                                              $ 10,747           $  1,948
Adjustments to reconcile net income to net cash
   provided by (used for) operating activities:
     Depreciation and amortization                                                                         2,994              2,074
     Amortization of deferred compensation                                                                   248                269
     Allowance for doubtful accounts and returns                                                             433                403
     Revenue recognized from non-monetary transactions                                                      --               (2,917)
     Amortization of prepaid royalties                                                                       250                167
     Changes in operating assets and liabilities:
       Accounts receivable                                                                                (8,163)            (2,442)
       Prepaids and other                                                                                   (429)              (995)
       Accounts payable and accrued expenses                                                               5,587              1,018
       Unearned revenue and deferred maintenance                                                           7,241                237
                                                                                                        --------           --------
         Net cash provided by (used for) operating activities                                             18,908               (238)

Cash flows from investing activities:
   Additions to property and equipment                                                                    (7,790)            (2,932)
   Purchase of long-term investments                                                                        (750)            (1,500)
   Other assets                                                                                           (2,618)              (161)
   Purchase of short-term investments                                                                    (24,201)              --
   Maturity of short-term investments                                                                       --                  796
                                                                                                        --------           --------
       Net cash used for investing activities                                                            (35,359)            (3,797)

Cash flows from financing activities:
   Net change in restricted cash                                                                            --                1,400
   Proceeds from issuance of common stock, net                                                             7,993             55,947
   Proceeds from borrowings, net                                                                           2,535                958
   Capital lease payments                                                                                   (632)              (633)
                                                                                                        --------           --------
       Net cash provided by financing activities                                                           9,896             57,672

Net (decrease) increase in cash and cash equivalents                                                      (6,555)            53,637
Cash and cash equivalents at beginning of period                                                          61,878              8,277
                                                                                                        --------           --------
Cash and cash equivalents at end of period                                                              $ 55,323           $ 61,914
                                                                                                        ========           ========



Supplemental disclosures of cash flow information:
   Cash paid for interest                                                                               $    267           $    294
                                                                                                        ========           ========
   Cash paid for income taxes                                                                           $    511           $    159
                                                                                                        ========           ========

Non-cash investing and financing activities:
   Unrealized gain on long-term investments (net of taxes of $5,295)                                    $  7,943           $   --
                                                                                                        ========           ========
   Contributed capital - Income tax benefits from stock option exercises                                $ 13,330           $   --
                                                                                                        ========           ========
   Other current and noncurrent assets acquired in non-monetary transaction                             $   --             $  5,275
                                                                                                        ========           ========
   Unearned revenue and deferred maintenance - non-monetary transaction                                 $   --             $  2,358
                                                                                                        ========           ========
   Acquisition of equipment under capital lease                                                         $   --             $    247
                                                                                                        ========           ========
   Deferred compensation forfeited due to voluntary terminations                                        $   --             $    693
                                                                                                        ========           ========

<FN>

                            See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>

                                                                 5

<PAGE>

                       BROADVISION, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  Organization and Summary of Significant Accounting Policies

Nature  of  Business  -  BroadVision,  Inc.  ("BroadVision"  or  the  "Company")
develops,  markets and supports  application  software  solutions for one-to-one
relationship  management across the extended enterprise.  These solutions enable
businesses  to use the  Internet as a platform to conduct  electronic  commerce,
offer online customer self-service and support, deliver targeted information and
provide online financial services. Each of these capabilities can be provided to
all constituents of the extended  enterprise,  including  customers,  suppliers,
partners, distributors and employees.

Basis of  Presentation  - The  accompanying  consolidated  financial  statements
include the accounts of BroadVision and its wholly owned subsidiaries. They have
been  prepared  in  accordance  with  the  established  guidelines  for  interim
financial  information as provided by the  instructions to Form 10-Q and Article
10 of  Regulation  S-X.  All  significant  intercompany  transactions  have been
eliminated in consolidation. The financial results and related information as of
September  30, 1999 and for the three and nine months ended  September  30, 1999
and 1998 are unaudited. The balance sheet at December 31, 1998, has been derived
from the audited  consolidated  financial  statements  at that date but does not
necessarily reflect all of the informational  disclosures previously reported in
accordance  with  Generally  Accepted  Accounting  Principles.  In the Company's
opinion,  the  consolidated  financial  statements  presented herein include all
necessary  adjustments,  consisting of normal recurring  adjustments,  to fairly
state the Company's  financial position,  results of operations,  and cash flows
for the periods indicated.  The accompanying  consolidated  financial statements
should be read in conjunction  with the  consolidated  financial  statements and
notes thereto  included with the Company's  Form 10-K and other  documents  that
have been filed with the Securities and Exchange Commission.  The results of the
Company's  operations  for the interim  periods  presented  are not  necessarily
indicative of operating  results for the full fiscal year or any future  interim
periods.

Stock Split - The Company's Board of Directors  declared a three-for-one  common
stock split in the form of a stock  dividend  for  Stockholders  of record as of
October 11, 1999. The stock  dividend  payment date was October 25, 1999 and the
Company's common stock traded ex-dividend starting October 26, 1999,  reflecting
the  three-for-one   stock  split.  The  accompanying   consolidated   financial
statements  and  related  financial   information  contained  herein  have  been
retroactively restated to give effect for the three-for-one stock split.

<TABLE>

Net Loss Per Share - Statement of  Financial  Accounting  Standard  ("SFAS") No.
128, Earnings Per Share, requires the presentation of basic and diluted earnings
per share. Earnings per share is calculated by dividing net income applicable to
common stockholders by the weighted-average number of shares outstanding for the
period.  Basic  earnings  per share  are  determined  solely  on common  shares;
whereas,  diluted  earnings per share  includes  common  equivalent  shares,  as
determined under the treasury stock method. The following table sets forth basic
and diluted earnings per share  computational data for the periods presented (in
thousands, except per share amounts):
<CAPTION>
                                                                                  Three Months Ended            Nine Months Ended
                                                                                     September 30,                September 30,
                                                                                ----------------------        ----------------------
                                                                                 1999           1998           1999           1998
                                                                                -------        -------        -------        -------

<S>                                                                             <C>            <C>            <C>            <C>
Net income                                                                      $ 4,494        $ 1,754        $10,747        $ 1,948
                                                                                =======        =======        =======        =======

Weighted-average common shares outstanding
 utilized for basic earnings per share                                           76,335         72,792         75,306         68,772

Weighted-average common equivalent shares outstanding:
  Employee common stock options                                                  10,242          7,308          9,362          6,816
  Common stock warrants                                                              72             66             85             54
                                                                                -------        -------        -------        -------
     Total weighted-average common and common
      equivalent shares outstanding utilized

      for diluted earnings per share                                             86,649         80,166         84,753         75,642
                                                                                =======        =======        =======        =======
Basic earnings per share                                                        $  0.06        $  0.02        $  0.14        $  0.03
                                                                                =======        =======        =======        =======
Diluted earnings per share                                                      $  0.05        $  0.02        $  0.13        $  0.03
                                                                                =======        =======        =======        =======

</TABLE>

                                                                 6
<PAGE>

New  Accounting  Pronouncements  -  The  Financial  Accounting  Standards  Board
("FASB") issued SFAS No. 133, Accounting for Derivative  Instruments and Hedging
Activities,  as amended by SFAS No. 137. SFAS No. 133  addresses the  accounting
for derivative instruments, including certain derivative instruments embedded in
other contracts.  Under SFAS No. 133,  entities are required to record and carry
all derivative  instruments at fair value as either assets or  liabilities.  The
accounting  for changes in fair value  (i.e.,  gains or losses) of a  derivative
instrument  depends on whether it qualifies  as part of a hedging  relationship,
has been so  designated  as such and the  underlying  reason for holding it. The
Company  must adopt SFAS No. 133, as amended,  by January 1, 2001,  and does not
expect such adoption will have any material effect on its financial statements.

         In  December  1998,  the  Accounting   Standards   Executive  Committee
("AcSEC") of the  American  Institute of  Certified  Public  Accountants  issued
Statement of Position ("SOP") 98-9 Software Revenue Recognition, With Respect to
Certain Transactions,  which requires recognition of revenue using the "residual
method" in a multiple-element arrangement when fair value does not exist for one
or more of the  delivered  elements  in the  arrangement.  Under  the  "residual
method",  the total fair  value of the  undelivered  elements  is  deferred  and
subsequently  recognized in accordance with SOP 97-2. The Company will adopt SOP
98-9 on January 1, 2000.  The Company  does not expect a material  change to its
revenue accounting as a result of the provisions of SOP 98-9.

Note 2.  Selective Balance Sheet Detail

      Property and equipment consisted of the following (in thousands):

                                                   September 30,    December 31,
                                                       1999            1998
                                                     --------        --------
          Furniture and fixtures                     $  1,218        $  1,001
          Computers and software                       16,108           8,662
          Leasehold improvements                        3,852           3,725
                                                     --------        --------
                                                       21,178          13,388
          Less accumulated depreciation and
             amortization                              (8,348)         (5,354)
                                                     --------        --------
                                                     $ 12,830        $  8,034
                                                     ========        ========

      Accrued expenses consisted of the following (in thousands):

                                                 September 30,      December 31,
                                                    1999                1998
                                                   ------              ------
          Employee benefits                        $1,129              $  678
          Commissions and bonuses                   2,991               2,013
          Taxes payable                             1,674                 785
          Royalties payable                           639                 138
          Other                                     1,728               1,319
                                                   ------              ------
                                                   $8,161              $4,933
                                                   ======              ======


Note 3.  Commercial Credit Facilities

         The  Company  has  outstanding  borrowings  with  a  commercial  lender
totaling  $6.0 million as of September  30, 1999 and a revolving  line of credit
that provides for up to $5.0 million of additional  borrowings based on eligible
accounts receivable (no outstanding  borrowings as of September 30, 1999). As of
September  30,  1999,  the Company  had total  outstanding  commitments  of $2.8
million in the form of standby  letters of credit  under its  revolving  line of
credit.

         The Company's credit  facilities  include covenants that impose certain
restrictions on the payment of dividends and other distributions and require the
Company to maintain  monthly  financial  covenants,  including  a minimum  quick
ratio,  tangible  net worth ratio and minimum  cash  reserves.  The minimum cash
reserves  covenant is replaced with a "minimum debt service coverage ratio" upon
six consecutive  quarters of profitability.  Borrowings are  collateralized by a
security  interest in  substantially  all of the Company's  owned assets.  As of
September 30, 1999,  the Company was in compliance  with its  commercial  credit
facility covenants.


                                       7
<PAGE>

Note 4. Geographic, Segment and Significant Customer Information

         The Company  adopted the provisions of SFAS No. 131,  Disclosure  about
Segments of an Enterprise  and Related  Information,  during 1998.  SFAS No. 131
establishes  standards  for the  reporting  by public  business  enterprises  of
information about operating segments,  products and services,  geographic areas,
and major  customers.  The  methodology  for  determining  what  information  is
reported is based on the  organization  of  operating  segments  and the related
information   that  the  Chief  Operating   Decision  Maker  ("CODM")  uses  for
operational decisions and financial performance assessments. The Company's Chief
Executive  Officer  ("CEO") is considered  its CODM.  The CEO reviews  financial
information  presented on a  consolidated  basis  accompanied  by  disaggregated
information  for products and  services  and revenues by  geographic  region for
purposes of making operating decisions and assessing financial performance.

<TABLE>

         The Company sells its products and provides services  worldwide through
a direct sales  force,  independent  distributors,  value-added  resellers,  and
system  integrators.  It  currently  operates  in  three  primary  regions,  the
Americas, which includes North and South America; Europe, which includes Eastern
and Western  Europe and the Middle East;  and  Asia/Pacific,  which includes the
Pacific Rim and the Far East.  Disaggregated financial information regarding the
Company's  products and services and revenues by geographic region is as follows
(in thousands):

<CAPTION>
                                                                   Three Months Ended                   Nine Months Ended
                                                                      September 30,                       September 30,
                                                                ------------------------          ------------------------
                                                                  1999            1998             1999             1998
                                                                -------          -------          -------          -------
<S>                                                             <C>              <C>              <C>              <C>
          Software licenses:
             One-To-One Enterprise                              $ 2,965          $ 6,491          $ 7,602          $17,494
             One-To-One WebApps                                  15,989            2,667           39,619            6,964
          Services                                                7,260            2,894           16,323            7,160
          Maintenance                                             3,617            1,379            8,227            3,276
                                                                -------          -------          -------          -------
             Total Revenues                                     $29,831          $13,431          $71,771          $34,894
                                                                =======          =======          =======          =======

          Revenues:

             Americas                                           $20,266          $ 7,790          $50,012          $19,605
             Europe                                               7,807            4,668           15,444           11,471
             Asia/Pacific                                         1,758              973            6,315            3,818
                                                                -------          -------          -------          -------
             Total Company                                      $29,831          $13,431          $71,771          $34,894
                                                                =======          =======          =======          =======
</TABLE>

                                             September 30,   December 31,
                                                 1999            1998
                                               --------       --------
          Identifiable assets:
             Americas                          $153,154       $ 99,343
             Europe                               2,808          1,754
             Asia/Pacific                           567            465
                                               --------       --------
             Total Company                     $156,529       $101,562
                                               ========       ========

         During the three months  ended  September  30, 1999,  and the three and
nine months ended September 30, 1998, no single customer accounted for more than
10% of the Company's total revenues.  During the nine months ended September 30,
1999, one customer accounted for 11% of the Company's total revenues.

Note 5.           Subsequent Events

         On October 5, 1999,  the  Company's  Board of Directors  increased  the
authorized shares of common stock and convertible preferred stock to 500 million
and 10 million,  respectively. In addition, the Board of Directors increased the
aggregate  number of shares of common  stock  available  to be issued  under the
Company's Equity Incentive Plan by 3 million shares.

         During  November 1999,  the Company  completed a follow on common stock
offering  and  issued 3.1  million  shares for net  proceeds  to the  Company of
approximately $209.4 million. In connection with the stock offering, the Company
has been listed on the Neuer Markt segment of the Frankfurt Stock Exchange under
the symbol "BDN".


                                       8
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

         EXCEPT FOR THE HISTORICAL  INFORMATION  CONTAINED HEREIN, THE FOLLOWING
DISCUSSION   CONTAINS   FORWARD-LOOKING   STATEMENTS   THAT  INVOLVE  RISKS  AND
UNCERTAINTIES.  THE COMPANY'S  ACTUAL  RESULTS COULD DIFFER  SIGNIFICANTLY  FROM
THOSE  DISCUSSED  HEREIN.  FACTORS  THAT  COULD  CAUSE  OR  CONTRIBUTE  TO  SUCH
DIFFERENCES  INCLUDE,  BUT ARE NOT LIMITED TO, THOSE DISCUSSED  HEREIN WITH THIS
QUARTERLY  REPORT ON FORM 10-Q,  THE COMPANY'S  ANNUAL REPORT ON FORM 10-K,  AND
OTHER  DOCUMENTS  FILED WITH THE  SECURITIES AND EXCHANGE  COMMISSION.  ANY SUCH
FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE SUCH STATEMENTS ARE MADE.

OVERVIEW

         BroadVision   develops,   markets  and  supports  application  software
solutions for one-to-one relationship management across the extended enterprise.
These solutions  enable  businesses to use the Internet as a platform to conduct
electronic  commerce,  offer online customer  self-service and support,  deliver
targeted  information  and  provide  online  financial  services.  Each of these
capabilities  can be provided to all  constituents  of the extended  enterprise,
including: customers, suppliers, partners, distributors and employees.

         The  BroadVision  One-To-One  product  suite allows  business to tailor
their Web site  content  to the  needs  and  interests  of  individual  users by
personalizing  each  visit  on a  real-time  basis.  BroadVision's  applications
interactively  capture  Web  site  visitor  profile  information,  organize  the
enterprise's  content,  target  that  content  to each  visitor  based on easily
constructed business rules, and execute  transactions.  BroadVision believes the
benefits  of these  applications  include  enhanced  customer  satisfaction  and
loyalty,  increased business volume,  greater brand awareness,  reduced costs to
service   customers   and  to  execute   transactions,   and  enhance   employee
productivity.

         The Company's  core product,  BroadVision  One-To-One  Enterprise,  was
first made  commercially  available in December 1995. A complementary  family of
targeted  application  products  was first  introduced  as early as 1997.  These
complementary  application  products  (BroadVision  One-To-One  Retail Commerce,
BroadVision One-To-One Business Commerce,  BroadVision One-To-One Financial, and
BroadVision One-To-One Knowledge) are built upon and tightly integrated with the
Company's core technology and provide  specifically  enhanced  functionality for
the distinct customer requirements involved in managing one-to-one relationships
within  business-to-consumer,   business-to-business,  financial  services,  and
knowledge  management.  BroadVision  intends to remain  nimble and  flexible  in
developing other packaged application products in the general area of one-to-one
relationship management in response to market opportunities that may arise.

         The Company sells its products and services  worldwide  through  direct
sales forces,  independent distributors,  resellers, and system integrators.  It
also has a global network of strategic business  relationships with key industry
platform  and Web  developer  partners.  The Company  also  engages in strategic
business  alliances  to assist  in the  marketing,  selling  and  developing  of
customer applications.

         The  Company  places a  strategic  emphasis  on  developing  technology
alliances in order to ensure that its  products are based on industry  standards
and  that  it  is  positioned   to  take   advantage  of  current  and  emerging
technologies.  The  benefits of this  approach  include  enabling the Company to
focus on its core competencies while reducing time to market and simplifying the
task of designing and developing applications for itself and its customers.


                                       9
<PAGE>

RESULTS OF OPERATIONS

                                    Revenues

         The Company's  revenues are derived from software license fees and fees
charged for its services.  The Company recognizes software license revenues when
a non-cancelable license agreement has been signed and the customer acknowledges
an  unconditional  obligation to pay, the software  product has been  delivered,
there are no uncertainties  surrounding product  acceptance,  the fees are fixed
and  determinable,  and  collection is  considered  probable.  Software  license
revenues, in general, are recognized upon consummation of the sale.

         The Company's  professional  services  include its  Strategic  Services
Group, its Interactive  Services Group, its Content and Creative Services Group,
its Education  Services  Group,  and its  Technical  Support  Group.  Consulting
related services are typically recognized as services are performed. Maintenance
fees relating to technical support and upgrades are recognized  ratably over the
contracted period.

<TABLE>

         Total  Company  revenues   increased  122%  during  the  quarter  ended
September 30, 1999 to $29.8 million as compared to $13.4 million for the quarter
ended  September 30, 1998. For the nine months ended  September 30, 1999,  total
Company  revenues  increased  106% to $71.8 million as compared to $34.9 million
for the  comparable  period during 1998. A summary of the Company's  revenues by
geographic region is as follows:
<CAPTION>

  (In thousands)                               Software        %          Services        %           Total           %
                                               -------      -------       -------      -------       -------      -------

<S>                                            <C>              <C>       <C>              <C>       <C>              <C>
          Three Months Ended:
             September 30, 1999
               Americas                        $11,610           61%      $ 8,656           80%      $20,266           68%
               Europe                            6,063           32         1,744           16         7,807           26
               Asia/Pacific                      1,281            7           477            4         1,758            6
                                               -------      -------       -------      -------       -------      -------
                   Total                       $18,954          100%      $10,877          100%      $29,831          100%
                                               =======      =======       =======      =======       =======      =======

             September 30, 1998
               Americas                        $ 4,777           52%      $ 3,013           71%      $ 7,790           58%
               Europe                            3,897           43           771           18         4,668           35
               Asia/Pacific                        484            5           489           11           973            7
                                               -------      -------       -------      -------       -------      -------
                   Total                       $ 9,158          100%      $ 4,273          100%      $13,431          100%
                                               =======      =======       =======      =======       =======      =======

          Nine Months Ended:
             September 30, 1999
               Americas                        $31,229           66%      $18,783           77%      $50,012           70%
               Europe                           10,893           23         4,551           18        15,444           21
               Asia/Pacific                      5,099           11         1,216            5         6,315            9
                                               -------      -------       -------      -------       -------      -------
                   Total                       $47,221          100%      $24,550          100%      $71,771          100%
                                               =======      =======       =======      =======       =======      =======

             September 30, 1998
               Americas                        $12,278           50%      $ 7,327           70%      $19,605           56%
               Europe                            9,628           39         1,843           18        11,471           33
               Asia/Pacific                      2,549           11         1,269           12         3,818           11
                                               -------      -------       -------      -------       -------      -------
                   Total                       $24,455          100%      $10,439          100%      $34,894          100%
                                               =======      =======       =======      =======       =======      =======
</TABLE>


         Software  product  license  revenues  increased 107% during the quarter
ended  September  30, 1999 to $19.0  million as compared to $9.2 million for the
quarter ended  September 30, 1998. For the nine months ended September 30, 1999,
license revenues increased 93% to $47.2 million as compared to $24.5 million for
the comparable period during 1998.


                                       10
<PAGE>

         The increase in software  license revenues is attributable to continued
strong demand for the Company's  core  competencies  and  technologies  within a
growing market using the Internet for commerce and communication;  the Company's
expanding range of products;  the continually  increasing  levels of application
functionality  within its products;  the Company's strategic focus of leveraging
its partner  relationships;  and to a lesser extent,  product pricing  increases
that were effective October 1, 1998. As a result,  the Company is attracting new
customers  and our existing  customer  base is  generating  additional  revenues
through  increased use of established  web sites as well as the  introduction of
additional web sites within an existing customer's organization.

         During the  quarter  ended  September  30,  1999,  the  Company  signed
approximately  56 new end user  customers and 16 new partners  which compares to
approximately  19 new end user customers and 10 new partners  during the quarter
ended  September 30, 1998. As of September  30, 1999,  Broadvision  had licensed
over 335 end user  customers and 115 partners,  which compares with over 195 end
user  customers  and 75  partners  as of  December  31,  1998  and 165 end  user
customers and 65 partners as of September 30, 1998.

         To date  the  Company  has  achieved  good  market  acceptance  for its
products and has experienced  continued revenue growth. The Company  anticipates
that international revenues will continue to account for a significant amount of
total revenues,  and management  expects to continue to commit  significant time
and financial resources to the maintenance and ongoing development of direct and
indirect international sales and support channels.

         The Company's  Asia/Pacific  operations have experienced reduced growth
rates over recent years as a result of the generally weak economic conditions of
that region.  As a result,  the Company expects that any  significant  growth in
international revenues will most likely come from European operations. There can
be no assurance,  however, that the Company will be able to maintain or continue
to  increase  international  or  domestic  market  acceptance  for its family of
products.

         Total  services  revenues  increased  155%  during  the  quarter  ended
September  30, 1999 to $10.9 million as compared to $4.3 million for the quarter
ended September 30, 1998. For the nine months ended September 30, 1999, services
revenues  increased  135% to $24.6  million as compared to $10.4 million for the
comparable period during 1998.

         The  increase  in  professional  services  revenue  is a result  of the
Company's  increased  business  volumes and a higher  level of customer  support
revenues derived from a larger installed customer base. The Company continues to
maintain its emphasis on leveraging its partner integrator relationships and has
continued  to  add  internal   headcount   within  its   professional   services
organizations to support the higher business volumes. Increasingly sophisticated
and  customer-specific  use  of  the  Company's  products  has  recently  caused
accelerated  demand for our  professional  services.  However,  our  strategy of
developing  business  alliances with system  integrators  and other  third-party
professional  services  organizations  to support our products may in the future
result in a decline in professional  services  revenues as a percentage of total
revenues.  Maintenance  revenues  continue to increase and were $8.2 million for
the nine months ended  September  30, 1999,  as compared to $3.3 million for the
nine months ended September 30, 1998.

                                Cost of Revenues

         Cost of license revenues include royalties payable to third parties for
software  that is either  embedded in, or bundled and sold with,  the  Company's
products; commissioned agent fees paid to distributors; and the costs of product
media, duplication, packaging and other associated manufacturing costs.



                                       11
<PAGE>


         Cost  of  services  consists  primarily  of   employee-related   costs,
third-party  consultant  fees  incurred on  consulting  projects,  post-contract
customer support, and instructional training services.


<TABLE>

         A summary  of the cost of  revenues  for the  periods  presented  is as
follows:

<CAPTION>
                                               Three Months Ended September 30,             Nine Months Ended September 30,
                                           ----------------------------------------    ----------------------------------------
(In thousands)                               1999          %       1998          %      1999           %       1998        %
                                           -------       ----    -------       ----    -------       ----    -------     ----
<S>                                        <C>           <C>     <C>           <C>     <C>           <C>     <C>         <C>
Cost of software licenses [1]              $   676        3.6%   $   237        2.6%   $ 2,460        5.2%   $   637      2.6%
Cost of services [2]                         7,241       66.6%     2,553       59.7%    15,114       61.6%     6,264     60.0%
                                           -------               -------               -------               -------
Total cost of revenues [3]                 $ 7,917       26.5%   $ 2,790       20.8%   $17,574       24.5%   $ 6,901     19.8%
                                           =======               =======               =======               =======

<FN>
[1] - Percentage is calculated based on total software license revenues for the period indicated

[2] - Percentage is calculated based on total services revenues for the period indicated

[3] - Percentage is calculated based on total revenues for the period indicated
</FN>
</TABLE>

         Cost of software  licenses  increased  185%  during the  quarter  ended
September  30, 1999 to $676,000  as compared to $237,000  for the quarter  ended
September  30, 1998.  For the nine months  ended  September  30,  1999,  cost of
software licenses increased 286% to $2.5 million as compared to $637,000 for the
comparable period during 1998.

         The increases in cost of software licenses, in both absolute dollar and
relative  percentage  terms,  is  primarily a result of the  increased  business
volumes and the mix of Company  proprietary  software in relation to third party
vendor software that is bundled and sold with the Company's products. The higher
third party software  sales add  incremental  revenues to the Company's  product
sales  but  carry a higher  cost of  license  factor  in the form of  royalties.
Although  aggregate  costs were higher,  royalty costs for third party  software
embedded in the Company's product decreased on a percentage basis as a result of
the  Company  renegotiating  a  previously  existing  percentage  based  royalty
arrangement into a prepaid fixed fee royalty for a period that has been extended
through 2004.

         Cost of services  increased 184% during the quarter ended September 30,
1999 to $7.2 million as compared to $2.6 million for the quarter ended September
30,  1998.  For the nine  months  ended  September  30,  1999,  cost of services
increased  141% to $15.1 million as compared to $6.3 million for the  comparable
period during 1998.

         The  increase in cost of services in absolute  dollar terms is a result
of expanded  business  volumes as  evidenced  by  increased  services  revenues.
Overall costs  increased as a result of additions to the Company's  professional
services  staff and the  employment of outside  consultants  to meet  short-term
consulting  arrangements.  The  increase  in cost of  services  as a percent  of
services  revenues is a result of the effect of  assimilating  higher numbers of
new internal  consulting staff and higher utilization of outside  consultants in
relation to the extent previously utilized during the prior period.

                               Operating Expenses

         Research  and  development  expenses  consist  primarily  of  salaries,
employee-related benefit costs, and consulting fees incurred in association with
the development of the Company's  products.  Costs incurred for the research and
development  of new software  products are expensed as incurred  until such time
that technological  feasibility,  in the form of a working model, is established
at which time such costs are capitalized  subject to  recoverability.  The costs
incurred by the Company  subsequent to the  establishment of a working model but
prior to general release have not been significant. To date, the Company has not
capitalized any software development costs.



                                       12
<PAGE>

<TABLE>

         Sales  and   marketing   expenses   consist   primarily   of  salaries,
employee-related  benefit costs,  commissions and other incentive  compensation,
travel and  entertainment,  and marketing  program related  expenditures such as
collateral  materials,  trade shows,  public relations,  and creative  services.
General   and   administrative   expenses   consist   primarily   of   salaries,
employee-related benefit costs, and professional service fees.

<CAPTION>
                                                    Three Months Ended September 30,             Nine Months Ended September 30,
                                               -----------------------------------------   -----------------------------------------
(In thousands)                                   1999        % [1]     1998        % [1]     1999        % [1]     1998       % [1]
                                               -------       ----    -------       ----    -------       ----    -------       ----
<S>                                            <C>           <C>     <C>           <C>     <C>           <C>     <C>           <C>
Research and Development                       $ 3,816       12.8%   $ 2,394       17.8%   $ 9,986       13.9%   $ 6,476       18.6%
Sales and Marketing                             12,136       40.7      6,285       46.8     29,891       41.6     18,389       52.7
General and Administrative                       2,119        7.1        977        7.3      5,001        7.0      2,562        7.3
                                               -------       ----    -------       ----    -------       ----    -------       ----

Total Operating Expenses                       $18,071       60.6%   $ 9,656       71.9%   $44,878       62.5%   $27,427       78.6%
                                               =======       ====    =======       ====    =======       ====    =======       ====

<FN>
 [1] - Expressed as a percent of total revenues for the period indicated
</FN>
</TABLE>

         Research  and  development  expenses  increased  59% during the quarter
ended  September  30, 1999 to $3.8  million as compared to $2.4  million for the
quarter ended  September 30, 1998. For the nine months ended September 30, 1999,
research and development  expenses increased 54% to $10.0 million as compared to
$6.5 million for the comparable period during 1998. The increase in research and
development  expenses in absolute  dollar  terms is  primarily  attributable  to
personnel  costs for added  headcount  within those  operations  involved in the
enhancement of existing  applications  and the development of the Company's next
generation of products.  Research and development  expenses,  as a percentage of
total  revenues,  decreased  because  revenues  have  increased at a higher rate
relative to expenses. The Company expects research and development expenses will
continue to increase in absolute dollar terms.

         Sales and  marketing  expenses  increased  93% during the quarter ended
September  30, 1999 to $12.1 million as compared to $6.3 million for the quarter
ended  September 30, 1998. For the nine months ended  September 30, 1999,  sales
and  marketing  expenses  increased  63% to $29.9  million as  compared to $18.4
million for the  comparable  period  during  1998.  The  increases  in sales and
marketing  expenses  in  absolute  dollar  terms  reflect  the  cost  of  hiring
additional  sales  and  marketing   personnel,   increased  commission  payments
resulting  from higher  revenues,  developing and expanding  sales  distribution
channels,  and expanding promotional  activities and marketing related programs.
Sales and  marketing  expenses,  as a percentage  of total  revenues,  decreased
because  revenues  have  increased at a higher rate  relative to  expenses.  The
Company  expects  sales and  marketing  expenses  will  continue  to increase in
absolute dollar terms.

         General and  administrative  expenses increased 117% during the quarter
ended September 30, 1999 to $2.1 million as compared to $977,000 for the quarter
ended September 30, 1998. For the nine months ended September 30, 1999,  general
and  administrative  expenses  increased 95% to $5.0 million as compared to $2.6
million for the  comparable  period  during  1998.  The  increase in general and
administrative  expenses in absolute  dollar terms is attributable to additional
administrative and management  personnel,  higher professional services fees and
additional  infrastructure to support the expansion of the Company's operations.
General  and  administrative  expenses,  as  a  percentage  of  total  revenues,
decreased because revenues have increased at a higher rate relative to expenses.
The  Company  expects  general  and  administrative  expenses  will  continue to
increase in absolute dollar terms.

                                  Income Taxes

         During the quarter ended  September 30, 1999,  the Company's  provision
for income taxes was $240,000 for an effective tax rate of approximately 5%. Due
to the Company's  continuing trend of positive earnings,  the Company reversed a
portion of its valuation allowance against the previously  established  deferred
tax assets for which  realization  is  considered  more  likely  than not.  As a
result, the Company's effective tax rate differs from the statutory rate.


                                       13
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

                                              September 30,   December 31,
          (In thousands)                          1999           1998
                                                  ----           ----
          Cash, cash equivalents and
            liquid short-term
            investments                         $79,524         $61,878
                                                =======         =======

          Working capital                       $77,204         $64,320
                                                =======         =======

          Working capital ratio                   3.6:1           4.9:1
                                                =======         =======


         At September  30,  1999,  the Company had $79.5  million of cash,  cash
equivalents and liquid short-term  investments,  which represents an increase of
$17.6  million as compared to December 31, 1998.  The Company  currently  has no
significant  capital  commitments other than obligations under operating leases,
commitments  of $2.8  million in the form of standby  letters of credit and $6.0
million of outstanding  term debt under its existing  credit  facilities  with a
commercial bank.

         The  Company  has  funded  its   operations  by  cash   generated  from
operations,  the  private  placement  of common and  preferred  stock and public
offerings of its common stock. Through May 1996, private placements provided net
proceeds  totaling $15.5 million and public stock offerings  netted proceeds for
the  Company of $20.7  million  and $53.7  million in June 1996 and March  1998,
respectively.

         During  November 1999,  the Company  completed a follow on common stock
offering  and  issued 3.1  million  shares for net  proceeds  to the  Company of
approximately $209.4 million. In connection with the stock offering, the Company
has been listed on the Neuer Markt segment of the Frankfurt Stock Exchange under
the symbol "BDN".

         Cash  provided by and used for operating  activities  was $18.9 million
and  $238,000,  respectively,  for the nine months ended  September 30, 1999 and
1998. Cash used for investing  activities was $35.4 million and $3.8 million for
the nine  months  ended  September  30,  1999 and  1998,  respectively,  and was
primarily for capital expenditures and purchase of short-term investments.  Cash
provided by financing activities was $9.9 million and $57.7 million for the nine
months ended September 30, 1999 and 1998,  respectively,  and consists primarily
of proceeds from the issuance of common stock.

         The Company believes that its available cash and short-term  investment
resources,  cash  generated  from  operations  and amounts  available  under its
commercial  credit  facilities  will be sufficient to meet its expected  working
capital and capital  expenditure  requirements  for at least the next 12 months.
This  estimate  is  a   forward-looking   statement   that  involves  risks  and
uncertainties,  and actual  results may vary as a result of a number of factors,
including those discussed under "Risk Factors" and elsewhere herein.

         The Company may need to raise additional funds in order to support more
rapid  expansion,  develop  new or  enhanced  services,  respond to  competitive
pressures,  acquire  complementary  businesses  or  technologies,  or respond to
unanticipated requirements.  If additional funds are raised through the issuance
of equity  securities,  the  percentage  ownership  of the  stockholders  of the
Company will be reduced,  stockholders may experience  additional  dilution,  or
such equity  securities may have rights,  preferences,  or privileges  senior to
those of the holders of the Company's  common  stock.  There can be no assurance
that additional  financing will be available on acceptable  terms, if at all. If
adequate funds are not available or are not available on acceptable  terms,  the
Company  may be unable to develop or enhance its  products,  take  advantage  of
future  opportunities,  or respond to  competitive  pressures  or  unanticipated
requirements,  which  could  have a  material  adverse  effect on the  Company's
business, financial condition, and operating results.



                                       14
<PAGE>

FACTORS AFFECTING QUARTERLY OPERATING RESULTS

         The Company expects to experience significant fluctuations in quarterly
operating results that may be caused by many factors including,  but not limited
to, those discussed below and herein with this quarterly report on Form 10-Q, as
contained in the  Company's  annual  report on Form 10-K under the caption "Risk
Factors" and elsewhere  therein,  and as disclosed in other documents filed with
the  Securities  and Exchange  Commission.  Significant  fluctuations  in future
quarterly  operating  results  may be caused by many  factors  including,  among
others,  the timing of introductions or enhancements of products and services by
the Company or its competitors,  market  acceptance of new products,  the mix of
the Company's  products sold,  changes in pricing policies by the Company or its
competitors, changes in the Company's sales incentive plans, budgeting cycles of
its  customers,  customer  order  deferrals in  anticipation  of new products or
enhancements by the Company or its competitors, nonrenewal of service agreements
(which  generally   automatically  renew  for  one  year  terms  unless  earlier
terminated by either party upon 90-days notice), product life cycles, changes in
strategy,  seasonal trends,  the mix of distribution  channels through which the
Company's  products are sold, the mix of  international  and domestic sales, the
rate at which  new  sales  people  become  productive,  changes  in the level of
operating expenses to support projected growth, and general economic conditions.
The Company  anticipates  that a  significant  portion of its  revenues  will be
derived  from a  limited  number  of  orders,  and the  timing  of  receipt  and
fulfillment  of any  such  orders  is  expected  to  cause  fluctuations  in the
Company's  operating  results,  particularly on a quarterly  basis.  The Company
anticipates  that it will make the major  portion of each  quarter's  deliveries
near the end of each  quarter  and,  as a result,  short  delays in  delivery of
products at the end of a quarter could adversely  affect  operating  results for
that quarter.

         Due to the foregoing factors,  quarterly revenues and operating results
are  difficult  to  forecast,  and the Company  believes  that  period-to-period
comparisons  of its operating  results will not  necessarily  be meaningful  and
should not be relied upon as any indication of future performance.  It is likely
that the Company's future quarterly operating results from time to time will not
meet the expectations of market analysts or investors, which may have an adverse
effect on the price of the Company's Common Stock. The Company  anticipates that
its  operating  expenses will  continue to be  substantial  in relation to total
revenues as it continues the development of its technology,  increases its sales
and marketing  activities,  and creates and expands its  distribution  channels.
Some of these risks and  uncertainties  relate to the new and  rapidly  evolving
nature of the markets in which the Company operates.  These related market risks
include,  among other things,  the early stage of the developing online commerce
market, the dependence of online commerce on the development of the Internet and
its related infrastructure, the uncertainty pertaining to widespread adoption of
online commerce,  and the risk of government  regulation of the Internet.  Other
risks and  uncertainties  facing the Company relate to the Company's ability to,
among other things, successfully implement its marketing strategies,  respond to
competitive  developments,  continue to develop and  upgrade  its  products  and
technologies  more rapidly than its competitors,  and commercialize its products
and  services by  incorporating  these  enhanced  technologies.  There can be no
assurance that the Company will succeed in addressing any or all of these risks.
A more complete  description  of these and other risks relating to the Company's
business  is set forth in the  Company's  annual  report on Form 10-K  under the
caption "Risk Factors" and elsewhere  therein and other documents filed with the
Securities and Exchange Commission.

Year 2000 Compliance

Background and Risks - Many currently  installed  computer  systems and software
and devices with imbedded  technology are coded to two digits for time sensitive
dating purposes.  Beginning with the year 2000, these date code fields will need
to be four digit  functional in order to distinguish  between 21st century dates
and 20th century dates. For example,  computer programs that have date sensitive
software  may  incorrectly  recognize  a date using "00" as the year 1900 rather
than the year 2000. As a result, computer systems, software products and devices
with  imbedded  technology  used by many  companies



                                       15
<PAGE>

may need to be upgraded to comply with such "Year 2000" requirements.  This type
of Year 2000 error could  potentially  cause system failures or  miscalculations
that  could  disrupt  operations,  including  among  other  things  a  temporary
inability to process  transactions,  issue  invoices or engage in similar normal
business  activities.  Although the Company  believes that its products are Year
2000  compliant,  undetected Year 2000 error or defects could result in delay or
loss of revenue,  diversion of  development  resources,  damage to the Company's
reputation and increased  service and warranty costs.  The Company believes that
the purchasing  patterns of customers could potentially be affected by Year 2000
issues as  companies  expend  significant  resources  to correct or patch  their
current software systems for Year 2000 compliance. These expenditures may result
in reduced funds available to purchase  software  products such as those offered
by the  Company.  In  addition,  even if the  Company's  products  are Year 2000
compliant,  other systems or software used by the Company's customers may not be
Year 2000 compliant. The failure of noncompliant third-party software or systems
could affect the perceived performance of the Company's products.

State  of  Readiness  -  The  Company  uses  various  financial  and  managerial
information systems within its operations in the United States, Europe and Asia,
which the Company  believes to be or will be Year 2000  compliant  by the end of
1999.  As part of its  normal  course of  business,  the  Company  analyzes  its
information system  requirements in relation to its business operating goals and
strategic  objectives and is  implementing  new systems during 1999 that will be
Year 2000  compliant.  The Company has also  analyzed its other  systems and its
material  suppliers  and vendors for Year 2000 issues which it believes to be or
will be Year 2000  compliant  by the end of 1999.  Such  other  systems  include
non-information  technology  systems and services utilized by the Company in its
business  operations,  such as power,  telecommunications,  security and general
facilities.

Costs for Year 2000  Compliance  - Costs  that may be  incurred  by the  Company
pertaining to Year 2000 compliance  issues include  identification,  assessment,
remediation  and testing  efforts,  as well as potential costs to be incurred by
the Company  with  respect to Year 2000 issues of third  parties.  To date,  the
costs  incurred  by the Company  directly  related to Year 2000 issues have been
minimal, even in cases where non-compliant  information  technology systems were
redeployed or replaced.

Contingency  Plans - The Company has a  contingency  plan for handling Year 2000
problems  that are not  detected and  corrected  prior to their  occurrence  and
continues  to assess its Year 2000  exposure  areas in order to  determine  what
additional  steps,  beyond those identified by the Company's  internal review to
date, are advisable.  The Company's  contingency plan includes adequate internal
resources  that would be  available  to analyze,  assess and direct  remediation
efforts  to  address  potential  issues,  back up  systems  that do not  rely on
computers,  and alternative  sources of supply.  The Company presently  believes
that the Year 2000 issue will not pose significant  operational problems for the
Company.  However,  any  failure  of  the  Company  to  adequately  address  any
unforeseen  Year 2000  issue  could  adversely  affect the  Company's  business,
financial condition, and results of operations.  In addition, if all of the Year
2000 issues are not properly identified, or adequate assessment, remediation and
testing are not  effected  timely with  respect to Year 2000  problems  that are
identified,  there can be no assurance that the Year 2000 issue would not have a
material  adverse  impact on the  Company's  results of  operations or adversely
affect the Company's relationships with customers,  vendors, partners or others.
Additionally,  there  can be no  assurance  that the Year  2000  issues of other
entities will not have a material  adverse  impact on the  Company's  systems or
results of operations.

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company's  market risk  exposure for interest rate changes  relates
primarily  to  its  investment  portfolio.  The  Company  has  not  invested  in
derivative  financial  instruments  as of September 30, 1999. The Company places
its investment  portfolio in high quality  instruments  and the amount of credit
exposure to any one issue, issuer and type of instrument is limited. The Company
does not expect any material loss with respect to its investment portfolio.  The
Company's  investment  portfolio holdings as of




                                       16
<PAGE>

September 30, 1999 were analyzed to determine their sensitivity to interest rate
changes.  As part of our sensitivity  analysis,  we assumed an adverse change in
interest  rates of between 50 and 250 basis points and the  expected  effect was
not  material.  The Company is also  subject to market  risk  relating to equity
price changes  concerning its long-term  investment  holdings,  which consist of
marketable and non-marketable  equity securities.  As of September 30, 1999, the
Company's long-term investment holdings had a carrying value of $25.5 million, a
historical  cost of value of $9.1  million and  associated  unrealized  gains of
$16.4 million.



                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         On  December  11,  1998,   BroadVision  filed  a  lawsuit  against  Art
Technology  Group,  Inc.  ("ATG") in the Northern  District of  California.  The
complaint alleges that ATG is infringing BroadVision's U.S. Patent No. 5,710,887
and seeks injunctive  relief and unspecified  damages.  On February 3, 1999, ATG
filed  an  answer  and  counterclaim  against  BroadVision  in which  ATG  seeks
declaratory   judgment  for   non-interference   and  declaratory  judgment  for
invalidity of the patent. Trial is set for October 16, 2000.

ITEM 2.       CHANGES IN SECURITIES AND USE OF PROCEEDS

         Not applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)      A Special  Meeting of Stockholders of the Company was held on September
         29, 1999.

(b)      Not applicable

(c)      The matters voted upon and the voting of the stockholders  with respect
         thereto are as follows:

         (i)      To approve an amendment to the Company's  Amended and Restated
                  Certificate of Incorporation to increase the authorized number
                  of shares of Common Stock to 500,000,000  shares and Preferred
                  Stock to 10,000,000 shares:

          (ii)
                  For:         13,347,559         Against:             4,087,046
                  Abstain:         10,524         Broker Non-Vote:         6,600

          (iii)   To approve the Company's Equity Incentive Plan, as amended, to
                  increase  the  aggregate  number of  shares  of  Common  Stock
                  authorized for issuance under such plan by 3,000,000 shares:

          (iv)
                  For:          12,479,569        Against:             4,951,681
                  Abstain:          20,479        Broker Non-Vote              0


                                       17
<PAGE>


ITEM 5.  OTHER INFORMATION

         Not applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

        (a)   Exhibits

              Item  Description
              ----  -----------

              3.1   Certificate of Amendment of Amended and Restated Certificate
                    of Incorporation

              10.1* Equity Incentive Plan as amended September 29, 1999

              27.1  Financial Data Schedule

*    Filed as 5 an exhibit to the Company's  Proxy  Statement filed on September
     13, 1999 and incorporated herein by reference .


                                   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.

                                BROADVISION, INC

Date:  November 12, 1999            /s/  Pehong Chen
        ---------------------       -----------------------------------------
                                        Pehong Chen
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)

Date:   November 12, 1999           /s/  Randall C. Bolten
        ---------------------       -----------------------------------------
                                          Randall C. Bolten
                                          Vice President, Operations and Chief
                                          Financial Officer (Principal Financial
                                           and Accounting Officer)


                                       18
<PAGE>


                                INDEX TO EXHIBITS

Exhibit
  No.         Description
-------       -----------

3.1           Certificate  of Amendment of Amended and Restated  Certificate  of
              Incorporation

10.1*         Equity Incentive Plan as amended September 29, 1999

27.1          Financial Data Schedule

*     Filed as an exhibit to the Company's  Proxy  Statement  filed on September
      13, 1999 and incorporated herein by reference .


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