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

                                 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

                                  June 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
                                         YES      X             NO
                                             ---------             ---------

         As of July 31, 1999,  there were 25,561,000  shares of the Registrant's
Common Stock issued and outstanding.

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


<PAGE>

<TABLE>

                       BROADVISION, INC. AND SUBSIDIARIES

                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999

                                TABLE OF CONTENTS

<CAPTION>
                                                                                          Page No.
                                                                                          --------
<S>           <C>                                                                              <C>

PART I        FINANCIAL INFORMATION

Item 1.       Financial Statements

                  Consolidated Balance Sheets -
                      June 30, 1999 and December 31, 1998                                        3
                  Consolidated Statements of Operations and Comprehensive Income-
                      Three and six months ended June 30, 1999 and 1998                          4
                  Consolidated Statements of Cash Flows -
                      Six months ended June 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                                   10

Item 3.       Quantitative and Qualitative Disclosures about Market Risk                        18


PART II       OTHER INFORMATION

Item 1.       Legal Proceedings                                                                 18

Item 2.       Changes in Securities and Use of Proceeds                                         18

Item 3.       Defaults upon Senior Securities                                                   18

Item 4.       Submission of Matters to a Vote of Security Holders                               18

Item 5.       Other Information                                                                 19

Item 6.       Exhibits and Reports on Form 8-K                                                  19


SIGNATURES                                                                                      19
</TABLE>
                                                         2


<PAGE>

<TABLE>
                                       PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                    BROADVISION, INC. AND SUBSIDIARIES
                                       CONSOLIDATED BALANCE SHEETS
                                  (In thousands, except per share data)

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

   Cash and cash equivalents                                       $  53,735    $  61,878
   Short-term investments                                             18,823         --
   Accounts receivable, less allowance for doubtful accounts and
     returns of $1,018 and $788, for 1999 and 1998, respectively      21,479       15,361
   Prepaids and other                                                  3,820        3,589
                                                                   ---------    ---------

         Total current assets                                         97,857       80,828

   Property and equipment, net                                         9,978        8,034
   Long-term investments                                              28,286       11,546
   Other                                                               1,077        1,154
                                                                   ---------    ---------

         Total assets                                              $ 137,198    $ 101,562
                                                                   =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY

   Accounts payable                                                $   3,336    $   2,243
   Accrued expenses                                                    7,312        4,933
   Unearned revenue                                                    3,298        1,918
   Deferred maintenance                                               10,165        6,157
   Current portion of capital lease obligations                          547          709
   Current portion of long-term debt                                     548          548
                                                                   ---------    ---------

         Total current liabilities                                    25,206       16,508

   Long-term debt                                                      2,600        2,924
   Deferred income taxes                                                 529         --
   Other                                                                  51          321
                                                                   ---------    ---------

         Total liabilities                                            28,386       19,753

   Commitments

   Stockholders' equity:
   Convertible preferred stock, $0.0001 par value; 5,000 shares
    authorized; none issued and outstanding                             --           --
   Common stock, $0.0001 par value; 50,000 shares authorized;
    25,438 and 24,796 shares issued and outstanding for 1999 and
    1998, respectively                                                     3            2
   Additional paid-in capital                                        109,306       98,767
   Deferred compensation                                                (389)        (555)
   Accumulated other comprehensive income, net of tax                 13,243        3,198
   Accumulated deficit                                               (13,351)     (19,603)
                                                                   ---------    ---------
         Total stockholders' equity                                  108,812       81,809
                                                                   ---------    ---------

         Total liabilities and stockholders' equity                $ 137,198    $ 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     Six Months Ended
                                                 June 30,            June 30,
                                          -------------------   --------------------
                                             1999       1998      1999       1998
                                          -------------------   --------------------
<S>                                       <C>        <C>        <C>        <C>
Revenues:
  Software licenses                       $ 15,484   $  8,018   $ 28,267   $ 15,297
  Services                                   7,992      3,367     13,673      6,167
                                          --------   --------   --------   --------
     Total Revenues                         23,476     11,385     41,940     21,464

Cost of revenues:
  Cost of software licenses                  1,037        213      1,784        400
  Cost of services                           4,624      2,092      7,945      3,711
                                          --------   --------   --------   --------

     Total cost of revenues                  5,661      2,305      9,729      4,111

                                          --------   --------   --------   --------
        Gross profit                        17,815      9,080     32,211     17,353

Operating expenses:
  Research and development                   3,268      2,049      6,169      4,083
  Sales and marketing                       10,019      6,243     17,684     12,104
  General and administrative                 1,611        760      2,882      1,585
                                          --------   --------   --------   --------
     Total operating expenses               14,898      9,052     26,735     17,772

                                          --------   --------   --------   --------
        Operating income (loss)              2,917         28      5,476       (419)

Other income, net                              593        665      1,110        613
                                          --------   --------   --------   --------

Income before provision
  for income taxes                           3,510        693      6,586        194

Provision for income taxes                     195       --          334       --
                                          --------   --------   --------   --------

        Net income                        $  3,315   $    693   $  6,252   $    194
                                          ========   ========   ========   ========

     Basic earnings per share             $   0.13   $   0.03   $   0.25   $   0.01
                                          ========   ========   ========   ========

     Diluted earnings per share           $   0.12   $   0.03   $   0.22   $   0.01
                                          ========   ========   ========   ========

Shares used in computing:

Basic earnings per share                    25,123     24,011     24,886     22,244
                                          ========   ========   ========   ========

Diluted earnings per share                  28,154     26,771     27,946     24,819
                                          ========   ========   ========   ========

Comprehensive income:
Net income                                $  3,315   $    693   $  6,252   $    194
Other comprehensive income, net of tax:
  Unrealized long-term investment gains      2,816       --       10,044       --
                                          --------   --------   --------   --------
Total Comprehensive income                $  6,131   $    693   $ 16,296   $    194
                                          ========   ========   ========   ========
<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>
                                                                               Six Months Ended June 30,
                                                                               -------------------------
                                                                                   1999        1998
                                                                                 --------    --------
<S>                                                                              <C>         <C>
Cash flows from operating activities:
Net income                                                                       $  6,252    $    194
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation and amortization                                                  1,921       1,316
     Amortization of deferred compensation                                            166         180
     Allowance for doubtful accounts and returns                                      230         283
     Amortization of prepaid royalties                                                167        --
     Revenue recognized on noncash transaction                                       --        (1,031)
     Changes in operating assets and liabilities:
       Accounts receivable                                                         (6,348)       (541)
       Prepaids and other                                                            (246)       (514)
       Accounts payable and accrued expenses                                        3,472         348
       Unearned revenue and deferred maintenance                                    5,388         419
                                                                                 --------    --------
         Net cash provided by operating activities                                 11,002         654

Cash flows from investing activities:
   Additions to property and equipment                                             (3,865)     (2,074)
   Purchase of long-term investment                                                  --        (1,500)
   Other assets                                                                       (90)       (139)
   Purchase of short-term investments                                             (18,823)       --
   Maturity of short-term investments                                                --           796
                                                                                 --------    --------
       Net cash used for investing activities                                     (22,778)     (2,917)

Cash flows from financing activities:
   Net change in restricted cash                                                     --         1,400
   Issuance of common stock                                                         4,373      55,455
   Debt (repayments) proceeds                                                        (324)      1,095
   Capital lease payments                                                            (416)       (425)
                                                                                 --------    --------
       Net cash provided by financing activities                                    3,633      57,525

Net (decrease) increase in cash and cash equivalents                               (8,143)     55,262
Cash and cash equivalents at beginning of period                                   61,878       8,277
                                                                                 --------    --------
Cash and cash equivalents at end of period                                       $ 53,735    $ 63,539
                                                                                 ========    ========

Supplemental disclosures of cash flow information:
   Cash paid for interest                                                        $    177    $    172
                                                                                 ========    ========
   Cash paid for income taxes                                                    $    431    $     84
                                                                                 ========    ========
Non-cash investing and financing activities:
   Unrealized gain on long-term investments, net of tax of $6,695                $ 10,045    $   --
                                                                                 ========    ========
   Contributed capital - Income tax benefits from stock option exercises         $  6,167    $   --
                                                                                 ========    ========
   Other current and noncurrent assets acquired in noncash revenue transaction   $   --      $  1,250
                                                                                 ========    ========
   Unearned revenue and deferred maintenance - noncash revenue transaction       $   --      $    219
                                                                                 ========    ========
   Acquisition of equipment under capital lease                                  $   --      $    215
                                                                                 ========    ========
   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 scalable fully integrated  application  software
solutions  exclusively  designed  to  manage  one-to-one  relationships  for the
extended enterprise.

         The Company provides total  end-to-end  solutions that allow a business
to  capitalize on the Internet as a unique  platform and take full  advantage of
emerging  technologies.  By utilizing  BroadVision  products and  technology,  a
business  is  empowered  to  enhance  commerce,  provide  critical  self-service
functions,   and  deliver  targeted   personalized   information  to  customers,
suppliers,  distributors,  employees,  or any other  constituent of the extended
enterprise on a real time interactive basis.

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 June 30, 1999 and
for the three and six months  ended June 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.

                                       6
<PAGE>

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 a 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.

<TABLE>
         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     Six Months Ended
                                                     June 30,            June 30,
                                                -----------------   -----------------
                                                  1999      1998      1999      1998
                                                -------   -------   -------   -------
<S>                                             <C>       <C>       <C>       <C>
Net income                                      $ 3,315   $   693   $ 6,252   $   194
                                                =======   =======   =======   =======

Weighted average common shares outstanding
 utilized for basic earnings per share           25,123    24,011    24,886    22,244

Weighted average common equivalent shares
   outstanding:
  Employee common stock options                   2,766     2,700     2,795     2,502
  Common stock warrants                              30        60        30        73
                                                -------   -------   -------   -------

     Total weighted average common and common
      equivalent shares outstanding utilized
      for diluted earnings per share             28,154    26,771    27,946    24,819
                                                =======   =======   =======   =======

Basic earnings per share                        $  0.13   $  0.03   $  0.25   $  0.01
                                                =======   =======   =======   =======

Diluted earnings per share                      $  0.12   $  0.03   $  0.22   $  0.01
                                                =======   =======   =======   =======
</TABLE>

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.

                                       7
<PAGE>


Note 2.  Selective Balance Sheet Detail

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

                                                       June 30,     December 31,
                                                         1999             1998
                                                      --------         --------
   Furniture and fixtures                             $  1,164         $  1,001
   Computers and software                               12,263            8,662
   Leasehold improvements                                3,826            3,725
                                                      --------         --------
                                                        17,253           13,388
   Less accumulated depreciation and amortization       (7,275)          (5,354)
                                                      --------         --------
                                                      $  9,978         $  8,034
                                                      ========         ========

Accrued expenses consisted of the following
    (in thousands):

                                                      June 30,      December 31,
                                                        1999             1998
                                                      --------         --------

   Employee benefits                                  $  1,008         $    678
   Commissions and bonuses                               2,526            2,013
   Taxes payable                                         1,173              785
   Royalties payable                                     1,009              138
   Other                                                 1,596            1,319
                                                      --------         --------
                                                      $  7,312         $  4,933
                                                      ========         ========

Note 3.  Commercial Credit Facilities

         The Company has various credit facilities with a commercial lender. The
credit  facilities  include a note payable ($3.1 million as of June 30, 1999), a
term  debt  credit  facility  that  provides  for up to $3.0  million  in  total
borrowings,  and a revolving line of credit that provides for up to $5.0 million
of additional  borrowings based on eligible accounts receivable.  As of June 30,
1999,  the  Company  had no  outstanding  borrowings  under its term debt credit
facility  and  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 June 30,  1999,  the
Company was in compliance with its commercial credit facility covenants.


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 Chief  Operating  Decision Maker ("CODM") uses for operational
decisions and financial performance assessments.

                                       8
<PAGE>

         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.

         The Company's  CODM is considered to be the Company's  Chief  Executive
Officer  ("CEO").  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.

         Disaggregated  financial  information  regarding the Company's products
and services and revenues by geographic region is as follows (in thousands):

                                       Three Months Ended   Six Months Ended
                                             June 30,            June 30,
                                        -----------------   -----------------
                                           1999      1998      1999      1998
                                        -------   -------   -------   -------
Software licenses:
   One-To-One Enterprise                $ 1,179   $ 4,384   $ 4,586   $ 8,354
   One-To-One WebApps                    14,305     3,634    23,681     6,943
Services                                  5,332     2,257     9,063     4,269
Maintenance                               2,660     1,110     4,610     1,898
                                        -------   -------   -------   -------
   Total Revenues                       $23,476   $11,385   $41,940   $21,464
                                        =======   =======   =======   =======

Revenues:
   Americas                             $18,405   $ 5,753   $29,746   $11,815
   Europe                                 3,675     4,025     7,637     6,804
   Asia/Pacific                           1,396     1,607     4,557     2,845
                                        -------   -------   -------   -------
   Total Company                        $23,476   $11,385   $41,940   $21,464
                                        =======   =======   =======   =======


                               June 30,       December 31,
                                1999             1998
                              --------         --------
Identifiable assets:
   Americas                   $134,748         $ 99,343
   Europe                        1,880            1,754
   Asia/Pacific                    570              465
                              --------         --------
   Total Company              $137,198         $101,562
                              ========         ========

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

                                       9
<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  scalable fully integrated
application  software  solutions   exclusively  designed  to  manage  one-to-one
relationships for the extended enterprise. The Company provides total end-to-end
solutions,  which allow a business  to  capitalize  on the  Internet as a unique
platform  and  take  full  advantage  of  emerging  technologies.  By  utilizing
BroadVision  products  and  technology,  a  business  is  empowered  to  enhance
commerce,   provide  critical  self-service  functions,   and  deliver  targeted
personalized information to customers,  suppliers,  distributors,  employees, or
any other  constituent  of the extended  enterprise  on a real time  interactive
basis.

         BroadVision's   product  line  provides  a  competitive  advantage  for
businesses  by allowing  them to  specifically  tailor  Web-site  content to the
personalized  needs  and  interests  of  individual   visitors  on  a  real-time
interactive  basis together with the means to execute secure  transactions.  The
BroadVision  One-To-One(TM)  applications  accomplish this by profiling Web-site
visitor  data,  dynamically  organizing  enterprise  information,  and targeting
specifically  tailored  content  to each  individual  visitor  based  on  easily
constructed  business rules. The Company believes the competitive  advantages of
these applications include,  among other things,  enhanced customer satisfaction
and  loyalty,  increased  business  volumes,  lower cost  structures  to service
customers and execute transactions,  as well as significantly  enhanced employee
productivity.

         The Company's  core product,  BroadVision  One-To-One  Enterprise,  was
first made  commercially  available in December 1995. A complementary  family of
packaged application  products  (BroadVision  One-To-One  Commerce,  BroadVision
One-To-One Financial, and BroadVision One-To-One Knowledge) was first introduced
in 1997 and are  built  upon and  tightly  integrated  with the  Company's  core
technology.   These  complementary  application  products  provide  specifically
enhanced  functionality  for the  distinct  customer  requirements  involved  in
managing  one-to-one  relationships  within  product  merchandising,   financial
services, and knowledge management.  The Company sells its products and services
worldwide  through direct sales forces,  independent  distributors,  value-added
resellers,  and system  integrators.  It also has a global  network of strategic
business relationships with key industry platform and Web developer partners.


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.  Revenues allocated to
software license fees, in general, are recognized upon consummation of the sale.

                                       10

<PAGE>

         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, which is typically one year.

<TABLE>
         Total Company revenues  increased 106% during the current quarter ended
June 30,  1999 to $23.5  million as  compared  to $11.4  million for the quarter
ended June 30,  1998.  For the six months  ended June 30,  1999,  total  Company
revenues  increased  95% to $41.9  million as compared to $21.5  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:

   June 30, 1999

     Americas         $12,163      79%  $ 6,242       785    $18,405      78%
     Europe             2,362      15     1,313        16      3,675      16
     Asia/Pacific         959       6       437         6      1,396       6
                      -------   -----   -------   -------    -------   -----
         Total        $15,484     100%  $ 7,992       100%   $23,476     100%
                      =======   =====   =======   =======    =======   =====

   June 30, 1998

     Americas         $ 3,391      42%  $ 2,362        70%   $ 5,753      51%
     Europe             3,478      43       547        16      4,025      35
     Asia/Pacific       1,149      15       458        14      1,607      14
                      -------   -----   -------   -------    -------   -----
         Total        $ 8,018     100%  $ 3,367       100%   $11,385     100%
                      =======   =====   =======   =======    =======   =====

Six Months Ended:

   June 30, 1999

     Americas         $19,619      69%  $10,127        74%   $29,746      71%
     Europe             4,830      17     2,807        21      7,637      18
     Asia/Pacific       3,818      14       739         5      4,557      11
                      -------   -----   -------   -------    -------   -----
         Total        $28,267     100%  $13,673       100%   $41,940     100%
                      =======   =====   =======   =======    =======   =====

   June 30, 1998

     Americas         $ 7,501      49%  $ 4,314        70%   $11,815      55%
     Europe             5,731      37     1,073        17      6,804      32
     Asia/Pacific       2,065      14       780        13      2,845      13
                      -------   -----   -------   -------    -------   -----
         Total        $15,297     100%   $ 6,167      100%   $21,464     100%
                      =======   =====   =======   =======    =======   =====
</TABLE>

         Software  product  license  revenues  increased  93% during the current
quarter ended June 30, 1999 to $15.5 million as compared to $8.0 million for the
quarter  ended June 30, 1998.  For the six months  ended June 30, 1999,  license
revenues  increased  85% to $28.3  million as compared to $15.3  million for the
comparable period during 1998.

         The increase in software  license revenues is attributable to continued
strong market acceptance for the Company's core competencies and technology; the
Company's strategic focus of leveraging its partner relationships; the expanding
sales volumes of its three complementary WebApp packaged solutions  (BroadVision
One-To-One Commerce - Retail and Business, BroadVision One-To-One Financial, and
BroadVision  One-To-One  Knowledge);  an increasingly  larger installed customer
base that contributes to repeat business Web-site deployment licensing; and to a
lesser extent,  product pricing  increases that were effective  October 1, 1998.
The WebApp packaged  solutions were first  introduced in 1997 and have become an
integral part of the Company's total applications solution that has proven to be
a  successful   strategy  for  a  highly  evolving  and  intensely   competitive
marketplace.

                                       11
<PAGE>

         The Company continues to make available newly enhanced applications and
associated  tools  for  targeted   industries  that  require  unique  one-to-one
relationship  management  functionality,  such as product merchandising,  retail
financial  services,  and  knowledge  management.  The  Company's  core product,
BroadVision  One-To-One  Enterprise,  was significantly enhanced with Version 4,
which was shipped  during  September  1998.  In addition,  enhanced  versions of
BroadVision  One-To-One Commerce and BroadVision  One-To-One Financial Version 4
application  products were shipped  during  December  1998.  And more  recently,
during the quarter  ended June 30,  1999,  the Company made  available  its next
generation  version of the BroadVision  One-To-One  Design Center  product;  and
specialized versions of its BroadVision  One-To-One Commerce,  which are sold as
Commerce Retail and Commerce  Business.  Also during 1998, the Company  enhanced
its  associated  One-To-One  tools which  included  the  BroadVision  One-To-One
Command Center (used by non-technical business managers to make rapid changes to
their Web-site without a programmer's intervention);  the BroadVision One-To-One
Publishing  Center  (which allows a distributed  team of  non-technical  content
experts to collaboratively  manage every aspect of content management),  and the
BroadVision  One-To-One  Instant  Publisher (a tool designed for casual  content
contributors).

         The Company  places an emphasis on expanding  its  strategic  alliances
with key industry partners and has entered into various  arrangements to develop
highly specialized applications and reduce the development time cycle associated
with Web  applications.  The  Company  expects  to  introduce  these  additional
specialized products during 1999 and beyond.

         Some of the Company's strategic alliances to date include  arrangements
with  Hewlett-Packard  Company  ("HP")  to  jointly  develop  and  brand  a  new
generation of e-commerce and  knowledge-management  solutions;  Cisco Systems to
create unique Cisco-BroadVision One-To-One reference architecture, configuration
guides, and performance scalability  benchmarks;  Securities First Technologies,
Inc.  ("S1") to jointly  develop and market products based on VFM, S1's suite of
Internet-based  financial  services  applications;  and Sema  Group  to  jointly
develop   and   market    BroadVision    One-To-One    applications    for   the
telecommunications sector.

         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  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.  There can be no assurance,
however, that the Company will be able to maintain or increase  international or
domestic market acceptance for its family of products.

         Total services revenues increased 137% during the current quarter ended
June 30, 1999 to $8.0 million as compared to $3.4 million for the quarter  ended
June 30,  1998.  For the six  months  ended  June 30,  1999,  services  revenues
increased  122% to $13.7 million as compared to $6.2 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 an  increasingly  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.

         During  the  quarter  ended  June  30,  1999,   the  Company   licensed
approximately  63  new  customers   (including  system   integration/distributor
partners),  which compares with  approximately  24 during the quarter ended June
30,  1998.  Maintenance  support  revenues  continue to  increase  and were $2.7
million for the quarter  ended June 30, 1999 as compared to $1.1 million for the
quarter ended June 30, 1998. As of June 30, 1999,  the Company had licensed over
375 customers  which compares with over 250 as of December 31, 1998 and over 175
as of June 30, 1998.

                                       12

<PAGE>

                                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 manufacturing costs.

         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 June 30,                  Six Months Ended June 30,
                                  ----------------------------------------    -------------------------------------
(In thousands)                          1999         %      1998         %      1999         %      1998         %
--------------                        ------        --    ------        --    ------        --    ------        --
<S>                                   <C>            <C>  <C>            <C>  <C>            <C>  <C>            <C>
Cost of software licenses [1]         $1,037         7%   $  213         3%   $1,784         6%   $  400         3%
                                      ------        --    ------        --    ------        --    ------        --
Cost of services [2]                   4,624        58     2,092        62     7,945        58     3,711        60
                                      ------        --    ------        --    ------        --    ------        --
Total cost of revenues [3]            $5,661        24%   $2,305        20%   $9,729        23%   $4,111        19%
                                      ------        --    ------        --    ------        --    ------        --
<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  387% in absolute  dollar  terms
during the current  quarter  ended June 30, 1999 to $1.0  million as compared to
$213,000 for the quarter ended June 30, 1998.  For the six months ended June 30,
1999,  cost of software  licenses  increased 346% to $1.8 million as compared to
$400,000 for the comparable period during 1998.

         The increase in cost of software licenses,  in both absolute dollar and
relative  percentage  terms,  is principally a result of royalties paid to third
party  vendors  for  software  that  was  bundled  and sold  with the  Company's
products.  The higher third party software sales add incremental revenues to the
Company's  own  product  sales  but  carry a higher  cost of  license  factor in
relation to the  Company's  own  product  sales.  Royalty  costs for third party
software  embedded in the  Company's  product  decreased in relative  percentage
terms as a result of the Company  renegotiating a previously existing percentage
based  royalty  arrangement  into a prepaid  fixed fee  royalty  for the  period
through 2001.

         Cost of services  increased 121% during the current  quarter ended June
30, 1999 to $4.6 million as compared to $2.1 million for the quarter  ended June
30, 1998.  For the six months ended June 30,  1999,  cost of services  increased
114% to $7.9  million as compared  to $3.7  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 decrease in cost of services as a  percentage  of
services  revenues  for the  quarter  ended  June 30,  1999 is a result  of less
utilization of outside consultants in relation to the extent previously utilized
during the prior period.

         The Company  expects that  services  costs will continue to increase in
absolute dollars as the Company continues to expand its services organization to
support higher business volumes.

                                       13
<PAGE>

                    Operating Expenses and Other Income, net
<TABLE>
         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. 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 June 30,                Six Months Ended June 30,
                             --------------------------------------    --------------------------------------
<S>                          <C>         <C>      <C>         <C>      <C>         <C>      <C>         <C>
(In thousands)                  1999     % [1]       1998     % [1]       1999     % [1]       1998     % [1]
                             -------     -----    -------     -----    -------     -----    -------     -----
Research and Development     $ 3,268        14%   $ 2,049        18%   $ 6,169        15%   $ 4,083        19%
Sales and Marketing           10,019        43      6,243        55     17,684        42     12,104        56
General and Administrative     1,611         6        760         7      2,882         7      1,585         8
                             -------     -----    -------     -----    -------     -----    -------     -----
Total Operating Expenses     $14,898        63%   $ 9,052        80%   $26,735        64%   $17,772        83%
                             =======     =====    =======     =====    =======     =====    =======     =====
<FN>

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

         Research  and  development  expenses  increased  59% during the current
quarter  ended June 30, 1999 to $3.3 million as compared to $2.0 million for the
quarter  ended June 30, 1998.  For the six months ended June 30, 1999,  research
and development  expenses  increased 51% to $6.2 as compared to $4.1 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 60% during the current quarter
ended June 30, 1999 to $10.0 million as compared to $6.2 million for the quarter
ended June 30, 1998. For the six months ended June 30, 1999, sales and marketing
expenses  increased  46% to $17.7  million as compared to $12.1  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,  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 112% during the current
quarter  ended June 30, 1999 to $1.6  million as  compared  to $760,000  for the
quarter ended June 30, 1998. For the six months ended June 30, 1999, general and
administrative  expenses  increased  82% to $2.9  million  as  compared  to $1.6
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 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.

                                       14

<PAGE>

                                  Income Taxes

         During the quarter  ended June 30,  1999,  the Company  recognized  tax
expense of $195,000 for an effective tax rate of approximately  5.6%. 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.


LIQUIDITY AND CAPITAL RESOURCES

                                                June 30,      December 31,
(In thousands)                                    1999            1998
                                                --------        -------
Cash, cash equivalents and
  liquid short-term
  investments                                   $ 72,558        $61,878
                                                ========        =======
Working capital                                 $ 72,651        $64,320
                                                ========        =======
Working capital ratio                            3.9 : 1        4.9 : 1
                                                ========        =======


         At June  30,  1999,  the  Company  had  $72.6  million  of  cash,  cash
equivalents and liquid short-term  investments,  which represents an increase of
$10.7  million as compared to December 31, 1998.  The Company  currently  has no
significant  capital  commitments  other than obligations under operating leases
and $3.1 million of  outstanding  term debt under its existing  credit  facility
with a commercial bank.

         Cash  provided by operating  activities  was $11.0 million and $650,000
for the six months  ended June 30,  1999 and 1998,  respectively.  Cash used for
investing activities was $22.8 million and $2.9 million for the six months ended
June 30, 1999 and 1998, respectively, and was primarily for capital expenditures
and purchase of short-term  investments.  Cash provided by financing  activities
was $3.6  million and $57.5  million for the six months  ended June 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.  The Company may seek to raise additional funds through private or
public sales of securities, strategic relationships,  bank debt, financing under
leasing arrangements,  or otherwise.  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.

                                       15
<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,  the length of the Company's sales cycle, market
acceptance of new  products,  the pace of  development  of the market for online
commerce,  the mix of the  Company's  products  sold,  the  size and  timing  of
significant orders and the timing of customer  production or deployment,  demand
for the Company's  products,  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  maintenance
agreements,  product life cycles,  software  defects and other  product  quality
problems,  changes  in  strategy,  changes  in  key  personnel,  the  extent  of
international  expansion,  seasonal  trends,  the mix of  distribution  channels
through  which the Company's  products are sold,  the mix of  international  and
domestic sales,  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 material fluctuations in the Company's operating results,  particularly
on a quarterly basis. As with many software  companies,  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.  In
addition,  the Company intends to continue to increase its personnel,  including
its domestic and international  direct sales force. The timing of such expansion
and the rate at which  new sales  people  become  productive  could  also  cause
material fluctuations in the Company's quarterly operating results.

         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. In
addition, the Company's limited operating history makes the prediction of future
results of operations difficult and, accordingly, there can be no assurance that
the Company  will be able to sustain its revenue  growth or  profitability.  The
Company's  limited  operating  history  also  requires  that  its  prospects  be
evaluated in light of the risks and  uncertainties  frequently  encountered by a
company  in  its  early  stages  of   development.   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.

                                       16
<PAGE>


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  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's  products are Year 2000 compliant,  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,  which could have a material  adverse  effect on the  Company's
business,  financial condition,  and operating results. 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 such
noncompliant   third-party  software  or  systems  could  affect  the  perceived
performance  of the  Company's  products,  which  could have a material  adverse
effect on the Company's business, financial condition, and operating results.

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  don't  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.

                                       17
<PAGE>

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 had no derivative financial
instruments  as of June 30, 1999 or December  31, 1998.  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 June 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 June 30, 1999, the Company's long-term investment holdings had
a carrying  value of $28.3 million,  a historical  cost of value of $8.3 million
and associated unrealized gains of $19.9 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)      The Annual Meeting of  Stockholders  of the Company was held on May 12,
         1999.

(b)      Pehong Chen,  David L. Anderson,  Yogen K Dalal, Koh Boon Hwee, Todd A.
         Garrett and Carl Pascarella were elected as directors.

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

         (i) The election of directors.

                                         For                 Withheld
                                     ----------              --------
       Pehong Chen,                  20,816,729              146,170
       David L. Anderson,            20,817,064              145,835
       Yogen K Dalal,                20,817,034              145,865
       Koh Boon Hwee,                20,817,079              145,820
       Todd A. Garrett               20,817,064              145,835
       Carl Pascarella               20,817,064              145,835

                                       18


<PAGE>


          (ii)   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 900,000:

                  For:          14,878,751         Against:           6,069,634
                  Abstain:          14,514         Broker Non-Vote            0

         (iii)   To approve the  Company's  Employee  Stock  Purchase  Plan,  as
                 amended,  to increase the aggregate  number of shares of Common
                 Stock authorized for issuance under such plan by 300,000:

                  For:          20,742,608         Against:              203,236
                  Abstain:          17,055         Broker Non-Vote             0

          (iv)   To ratify the selection of KPMG LLP as independent  auditors of
                 the Company for the fiscal year ending December 31, 1999:

                  For:          20,944,727         Against:               10,467
                  Abstain:           7,505         Not Voted                 200


ITEM 5.  OTHER INFORMATION

         Not applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

        (a)   Exhibits
              Item             Description
              ----             -----------
              27               Financial Data Schedule



                                   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: August 13, 1999                      /s/  Pehong Chen
      -------------------------            -------------------------------
                                           Pehong Chen
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)

Date: August 13, 1999                      /s/  Randall C. Bolten
      -------------------------            -------------------------------
                                           Randall C. Bolten
                                           Vice President, Operations and
                                              Chief Financial Officer
                                           (Principal Financial and
                                              Accounting Officer)

                                       19

<PAGE>

                                INDEX TO EXHIBITS

Exhibit
  No.         Description
-------       -----------
  27          Financial Data Schedule





                                       20