UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 quarterly period ended March 31, 1997

                                       or

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

                         Commission File Number 0-28252

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

                Delaware                                        94-3184303
                --------                                        ----------
     (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                       Identification Number)

333 Distel Circle, Los Altos, California                         94022-1404
----------------------------------------                         ----------
(Address of principal executive offices)                         (Zip code)

                                 (415) 943-3600
                                 --------------
              (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 April 30, 1997 there were 20,234,144  shares of the  Registrant's
Common Stock outstanding.


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                           This is page 1 of 14 pages.
                         Index to exhibits is on page 15

<PAGE>

                                BROADVISION, INC.

                          QUARTERLY REPORT ON FORM 10-Q
                          QUARTER ENDED MARCH 31, 1997

                                TABLE OF CONTENTS


                                                                        Page No.
--------------------------------------------------------------------------------
PART I   FINANCIAL INFORMATION

Item 1.       Financial Statements

                  Condensed Consolidated Statements of Operations -
                      Three months ended March 31, 1997 and 1996             3

                  Condensed Consolidated Balance Sheets -
                      March 31, 1997 and December 31, 1996                   4

                  Condensed Consolidated Statements of Cash Flows -
                      Three months ended March 31, 1997 and 1996             5

                  Notes to Condensed Consolidated Financial Statements       6


Item 2.       Management's Discussion and Analysis of
                  Financial Condition and Results of Operations              8

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

PART II       OTHER INFORMATION

Item 1.       Legal Proceedings                                             13

Item 2.       Changes in Securities                                         13

Item 3.       Defaults upon Senior Securities                               13

Item 4.       Submission of Matters to a Vote of Security Holders           13

Item 5.       Other Information                                             13

Item 6.       Exhibits and Reports on Form 8-K                              13

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SIGNATURES                                                                  14

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                                       2

<PAGE>




                                BROADVISION, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)


                                                          Three Months Ended
                                                               March 31,
                                                          1997           1996
                                                      (unaudited)    (unaudited)

Revenues:
    Software licenses                                  $  3,148      $  1,099
    Services                                              2,143           299
                                                       --------      --------
       Total revenues                                     5,291         1,398

Cost of revenues
    Cost of license revenues                                214            96
    Cost of service revenues                              1,143           165
                                                       --------      --------

       Total cost of revenues                             1,357           261
                                                       --------      --------

Gross profit                                              3,934         1,137

Operating expenses
    Research and development                              1,680           917
    Sales and marketing                                   4,204         1,585
    General and administrative                              746           340
                                                       --------      --------

       Total operating expenses                           6,630         2,842
                                                       --------      --------

Operating loss                                           (2,696)       (1,705)

    Interest and other income                               221            43
    Interest and other expense                              (12)          (36)
                                                       --------      --------

Net loss                                               $ (2,487)     $ (1,698)
                                                       ========      ========

Net loss per share                                     $  (0.12)     $  (0.09)
                                                       ========      ========
Shares used in computing net loss per share              20,002        18,576


                                       3

<PAGE>

                                BROADVISION, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)


                                                        March 31,   December 31,
                                                            1997        1996
                                                        (unaudited)

ASSETS
   Current assets:
      Cash and cash equivalents                         $ 13,900     $ 17,608
      Short-term investments                               1,532        2,112
      Accounts receivable, net                             7,826        5,548
      Other current assets                                   505          317
                                                        --------     --------

         Total current assets                             23,763       25,585

   Property and equipment, net                             3,350        3,024
   Other assets                                              402          321
                                                        --------     --------

      Total assets                                      $ 27,515     $ 28,930
                                                        ========     ========

LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities
      Accounts payable and accrued expenses             $  3,884     $  3,484
      Unearned revenues                                    2,616        2,625
      Deferred maintenance                                 1,182          924
      Current portion of long-term liabilities               365          294
                                                        --------     --------

         Total current liabilities                         8,047        7,327

   Long-term liabilities                                     582          587

   Stockholders' equity
      Common stock and paid-in capital                    39,565       39,318
      Deferred compensation                               (1,923)      (2,033)
      Accumulated deficit                                (18,756)     (16,269)
                                                        --------     --------

         Total stockholders' equity                       18,886       21,016
                                                        --------     --------

         Total liabilities and stockholders' equity     $ 27,515     $ 28,930
                                                        ========     ========

                                       4

<PAGE>

                       BROADVISION, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)



                                                           Three Months Ended
                                                          March 31,    March 31,
                                                            1997        1996
                                                        (unaudited)  (unaudited)
                                                        -----------  -----------
Cash flows from operating activities:
   Net loss                                              $ (2,487)   $ (1,698)
   Adjustments to reconcile net loss to net cash
     used for operating activities:
       Depreciation and amortization                          326          95
       Amortization of deferred compensation                  110         110
       Allowance for doubtful accounts and returns            185        --
       Changes in operating assets and liabilities:
       Accounts receivable                                 (2,463)     (1,558)
       Prepaid expenses, other current assets, and
         other assets                                        (269)       (131)
       Accounts payable and accrued expenses                  400         799
       Unearned revenue and deferred maintenance              249         896
       Other liabilities                                       (2)         15
                                                         --------    --------
         Net cash used in operating activities             (3,951)     (1,472)
Cash flows from investing activities:
   Acquisition of property and equipment                     (474)       (499)
   Purchase of short-term investments                      (1,532)       --
   Maturity of short-term investments                       2,112         196
                                                         --------    --------
         Net cash provided by (used in) investing
          activities                                          106        (303)
Cash flows from financing activities:
   Proceeds from issuance of common stock                     247         160
   Proceeds from issuance of preferred stock                 --             6
   Payments on capital lease                                 (110)        (39)
                                                         --------    --------

         Net cash provided by financing activities            137         127
                                                         --------    --------
Net decrease in cash and cash equivalents                  (3,708)     (1,648)

Cash and cash equivalents, beginning of period             17,608       4,311
                                                         --------    --------

Cash and cash equivalents, end of period                 $ 13,900    $  2,663
                                                         ========    ========
Non-cash investing and financing activities:
   Acquisition of equipment under capital lease          $    178    $      -
                                                         ========    ========


                                       5

<PAGE>

                                BROADVISION, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1)    Summary of Significant Accounting Policies

Basis of Presentation

      The accompanying consolidated financial statements include the accounts of
BroadVision,  Inc.  (the  "Company")  and its  wholly  owned  subsidiaries.  All
significant  intercompany  balances and  transactions  have been  eliminated  in
consolidation.

Business of the Company

      The  Company   provides  an  integrated   software   application   system,
BroadVision One-To-One(TM), that enables the creation of  applications  allowing
non-technical  business  managers  to  tailor  Internet  marketing  and  selling
services to the needs and interests of individual  World Wide Web site visitors,
personalizing each visit on a real-time basis.

Interim Financial Information

         The accompanying  unaudited  condensed  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and the  instructions  for Form 10-Q and  Article  10 of
Regulation S-X. In the Company's opinion,  the financial  statements include all
adjustments,  consisting only of normal recurring adjustments, which the Company
considers  necessary to fairly state the  Company's  financial  position and the
results of operations and cash flows. The balance sheet at December 31, 1996 has
been derived  from the audited  financial  statements  at that date but does not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  The  accompanying
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Prospectus, Forms 10-K and 10-Q, and
other documents filed with the Securities and Exchange Commission  ("SEC").  The
results of the Company's  operations for any interim period are not  necessarily
indicative  of the results of the  Company's  operations  for any other  interim
period or for a full fiscal year.

Net Loss Per Share

         The net loss per share is  computed  using net loss  and,  for  periods
prior to the Company's initial public offering ("IPO"), is based on the weighted
average  number of shares of common  stock  outstanding,  convertible  preferred
stock, on an  "as-if-converted"  basis, using the exchange rate in effect at the
initial public  offering date and dilutive common  equivalent  shares from stock
options and warrants  outstanding using the treasury stock method. In accordance
with  certain SEC Staff  Accounting  Bulletins,  such  computations  include all
common and  common  equivalent  shares  issued  within 12 months of the  initial
filing  date as if they were  outstanding  for all periods  presented  using the
treasury stock method and the anticipated  initial public  offering  price.  For
periods  subsequent  to the IPO,  loss per  share is based on  weighted  average
shares outstanding, excluding the effects of dilutive securities.

                                       6

<PAGE>

Recent Accounting Pronouncements

         The Financial  Accounting  Standards Board recently issued Statement of
Financial  Accounting  Standards  No. 128,  "Earnings  Per Share."  SFAS No. 128
requires the presentation of basic earnings per share ("EPS") and, for companies
with complex  capital  structures or potentially  dilutive  securities,  such as
convertible debt, options and  warrants,  diluted EPS. SFAS No. 128 is effective
for annual and interim  periods  ending after  December  15,  1997.  The Company
expects that basic EPS and diluted EPS will not differ  materially from earnings
per share as presented in the accompanying consolidated financial statements.


2) Balance Sheet Detail

   Property and Equipment

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

                                                         March 31,  December 31,
                                                            1997       1996
                                                         ---------  ------------
                                                       (unaudited)

        Furniture and fixtures                            $  575      $  539
        Computers and software                             3,820       3,210
        Leasehold improvements                               144         138
                                                          ------      ------
                                                           4,539       3,887
        Less accumulated depreciation and amortization     1,189         863
                                                          ------      ------
                                                          $3,350      $3,024
                                                          ======      ======



   Accrued Expenses

   Accrued expenses consisted of the following (in thousands):

                                                         March 31,  December 31,
                                                           1997          1996
                                                         ---------  ------------
                                                       (unaudited)

        Employee benefits                                 $  327      $  254
        Commissions and bonuses                              612         696
        Directors and officers insurance premiums            226         283
        Taxes payable                                        263         129
        Contractors fees                                     316         489
        Other                                                728         675
                                                          ------      ------
                                                          $2,472      $2,526
                                                          ======      ======


                                       7

<PAGE>

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


         EXCEPT FOR  HISTORICAL  INFORMATION  CONTAINED  HEREIN,  THE  FOLLOWING
DISCUSSION   CONTAINS   FORWARD-LOOKING   STATEMENTS  WHICH  INVOLVE  RISKS  AND
UNCERTAINTIES.  THE COMPANY'S  ACTUAL  RESULTS COULD DIFFER  SIGNIFICANTLY  FROM
THOSE DISCUSSED HERE. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES
INCLUDE,  BUT ARE NOT LIMITED TO,  THOSE  DISCUSSED IN THIS FORM 10-Q AND IN THE
COMPANY'S  PROSPECTUS, FORMS  10-K AND 10-Q, 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 provides industrial-strength software application solutions for
personalized, one-to-one business systems on the global Internet, Intranets, and
Extranets. These  solutions   enable  rapid  and   cost-effective   prototyping,
development,  and on-going operation of electronic  commerce,  customer service,
interactive publishing and knowledge management  applications over the Internet.
The Company's  products and services are targeted at businesses  developing  Web
site applications for consumers and business customers as well as employees. The
Company's products provide the open,  scalable,  database  architecture,  expert
business  logic,   dynamic   control,   secure   transaction   processing,   and
matching-based  personalization  capabilities  essential for profitable Internet
business.  The Company  specializes  in  end-to-end  solutions for the financial
services, retail, travel, media and telecommunications  industries. In September
1996, the Company  launched a personalized Web service called "The Angle," which
helps consumers more effectively utilize the Web. Using a combination of editors
and BroadVision One-to-One technology,  The Angle matches daily information with
individuals  including  Web site reviews and  recommendations,  up-to-the-minute
news and special features.

     The Company's  revenues are derived from software license fees and fees for
its services.  The Company generally  recognizes  license fees when the software
has been delivered,  the customer  acknowledges an  unconditional  obligation to
pay,  and the Company has no  significant  obligations  remaining.  Professional
services   revenues   generally  are   recognized  as  services  are  performed.
Maintenance revenues are recognized ratably over the term of the support period,
which is typically one year.

         Since its  inception,  the Company has  incurred  substantial  costs to
research, develop, and enhance its technology and products, to recruit and train
a marketing and sales group, and to establish an administrative organization. As
a result,  the Company has  incurred  net losses in each  fiscal  quarter  since
inception  and,  as of March  31,  1997,  had an  accumulated  deficit  of $18.8
million.  The Company  anticipates that its operating  expenses will increase in
the  foreseeable  future as it  continues  the  development  of its  technology,
increases  its sales and  marketing  activities,  and  creates  and  expands its
distribution  channels.  Accordingly,  the Company  expects to incur  additional
losses for the foreseeable future. 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 achieve or sustain
revenue growth or profitability.

         To  date,  only  a  limited  number  of  companies  have  licensed  the
BroadVision One-To-One application system.  Accordingly,  the Company has only a
limited operating  history,  and its prospects must be evaluated in light of the
risks and uncertainties  frequently  encountered by a company in its early stage
of  development.  Some of these  risks and  uncertainties  relate to the new and
rapidly  evolving  nature of the  markets in which the  Company  operates.  Such
market 

                                       8

<PAGE>

risks include,  among other things,  the early stage of market  development  for
online  commerce,  the dependence of online commerce upon the development of the
Internet, the uncertainty of 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 strategy, respond to competitive developments,  continue
to develop and upgrade its  products  and  technologies  more  rapidly  than its
competitors,  and  commercialize its products and services  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  under the
caption  "Risk  Factors"  in the  Prospectus,  Form  10-K and  10-Q,  and  other
documents filed with the SEC.


RESULTS OF OPERATIONS

Revenues

         Total revenues  increased to $5,291,000 in the three-month period ended
March 31, 1997 from  $1,398,000 for the same quarter of fiscal 1996. The Company
recognized its first license revenues in the first quarter of fiscal 1996.

         Software  product  license  revenues  increased to  $3,148,000  for the
three-month  period ended March 31, 1997 from $1,099,000 for the same quarter of
fiscal 1996. For the quarter, the software product license revenues consisted of
North American  software product license  revenues of $1,446,000,  or 46% of the
total software  product license  revenues,  and  International  software product
license  revenues of $1,702,000,  or 54% of the total software  product  license
revenues. The increases in software product license revenues for the three-month
period  ended March 31, 1997  reflect  the sale of  development  licenses of the
Company's  product,  and the  recognition  of revenues  relating  to  deployment
licenses.   Deployment   license  revenues   increased  to  $1,571,000  for  the
three-month  period  ended March 31, 1997 from  $191,000 for the same quarter of
fiscal 1996. As of March 31, 1997, the Company had deployed ten customer sites.

         Services  revenues  increased to $2,143,000 for the three-month  period
ended March 31, 1997 from $299,000 for the same quarter of fiscal 1996.  For the
quarter,  North  American  services  revenues  were  $928,000,  or 43% of  total
services revenues, and International  services revenues were $1,215,000,  or 57%
of total services  revenues.  Services revenues increased during the period from
the  respective  prior year period due to the  increasing  number of licenses of
BroadVision One-to-One with a service or maintenance component.

Operating Expenses

         The Company's  operating  expenses have increased  substantially  since
inception.  The Company  believes that continued  expansion of its operations is
essential  to  achieving  its  objectives  and,  therefore,  intends to increase
expenditures in all operating areas.

         Cost of Software Licenses. Cost of software licenses includes the costs
of  royalties  payable to third  parties for  software  that is embedded  in, or
bundled  together  and sold with,  the  Company's  products,  product  media and
duplication,  and  manuals.  The amount of such  royalties  payable is generally
related  to the volume of sales made by the  Company to its  customers.  Cost of
software licenses  increased to $214,000 for the three-month  period ended March
31, 1997 from  $96,000  for the same  quarter of fiscal  1996.  Cost of software
licenses  decreased to 7% of related license revenues in the three-month  period
ended March 31, 1997 from 9% for the same quarter of fiscal 1996.  This decrease
primarily is derived from increased  costs spread over the increase in volume of
license revenues.


                                       9

<PAGE>

         Cost   of   Services.   Cost  of   services   consists   primarily   of
employee-related  costs  and  fees  for  third-party   consultants  incurred  in
providing  consulting,  post-contract  support,  and training services.  Cost of
services increased to $1,143,000 for the three-month period ended March 31, 1997
from  $165,000  for the same  quarter of fiscal  1996.  The  increase in cost of
services was due to the increasing number of licenses of BroadVision  One-to-One
with a support or maintenance component and the increasing fixed costs resulting
from the Company's expansion of its services  organization.  The Company expects
that services costs will continue to increase in absolute  dollar amounts as the
Company continues to expand its services organization.

         Research and  Development.  Research and development  expenses  consist
primarily of salaries, other employee-related costs, and consulting fees related
to the development of the Company's products.  Research and development expenses
increased by 83%, to $1,680,000, for the three-month period ended March 31, 1997
from $917,000 for the same quarter of fiscal 1996. These increases in the dollar
amount of research and development expenses are primarily  attributable to costs
of additional  personnel in the Company's  research and development  operations.
The  Company  continues  to  direct  product  development   expenditures  toward
developing new products and enhancing existing products. The Company anticipates
that  research and  development  expenses  will continue to increase in absolute
dollars for the  remainder  of 1997.  All  expenditures  related to research and
development  have been expensed as incurred and,  therefore,  no amortization of
capitalized software development costs is included.

         Sales and Marketing.  Sales and marketing expenses consist primarily of
salaries  and other  employee-related  costs,  commissions  and other  incentive
compensation,  travel and entertainment, and expenditures for marketing programs
such as  collateral  materials,  trade  shows,  public  relations  and  creative
services.   Sales  and  marketing  expenses  increased  to  $4,204,000  for  the
three-month  period ended March 31, 1997 from $1,585,000 for the same quarter of
fiscal 1996. These increases in sales and marketing  expenses reflect  primarily
the hiring of additional sales and marketing personnel, developing and expanding
its sales  distribution  channels,  and expanding  promotional  activities.  The
Company expects to continue to expand its direct sales and marketing efforts and
expects sales and marketing  expenses to continue to increase  significantly  in
absolute dollars.

         General and Administrative. General and administrative expenses consist
primarily of salaries,  other employee-related  costs, and fees for professional
services.  General and  administrative  expenses  increased  to $746,000 for the
three-month  period  ended March 31, 1997 from  $340,000 for the same quarter of
fiscal 1996.  These increases for general and  administrative  expenses  reflect
primarily  the hiring of additional  administrative  and  management  personnel,
increases in the provision for doubtful accounts,  increased  professional fees,
and the  addition  of other  infrastructure  to  support  the  expansion  of the
Company's  operations.  The Company  expects to  continue to add  administrative
staff to support broadened  operations,  expand North American and international
office  facilities,  and incur  costs  related  to being a public  company  and,
therefore, expects general and administrative expenses to increase significantly
in absolute dollars.

         Prior to its IPO, the Company  recorded  deferred  compensation for the
difference between the exercise price and the deemed fair value of the Company's
Common Stock with respect to 1,794,000  shares issuable upon exercise of options
granted. These amounts were initially recorded as deferred compensation and will
be  amortized  to  cost of  services,  research  and  development,  selling  and
marketing,  and general and  administrative  expense over the vesting periods of
the  options,   generally  60  months.   Deferred   compensation   amortized  to
compensation  expense was $110,000  for each of the  three-month  periods  ended
March 31, 1996 and 1997, respectively. The amortization of deferred compensation
will have an adverse  effect on the  Company's  reported  results of  operations
through the year 2003, but such effect will be significantly  reduced  beginning
in the third quarter of 2001.

                                       10

<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  under the caption "Risk Factors" in the  Prospectus,  Forms
10-K and 10-Q, and other filed documents with the SEC.

     The Company  expects that a  significant  portion of its  revenues  will be
derived from a limited number of orders, and the timing of receipt,  fulfillment
and  deployment of such orders is likely to cause material  fluctuations  in the
Company's  operating  results,  particularly on a quarterly  basis, as with many
software companies.  Specifically, the Company is taking steps to accelerate the
pace of deployment  which could result in  acceleration  of revenue  recognition
and, consequently,  the potential for greater fluctuation in quarterly operating
results.  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 these 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.

     The  Company   anticipates  that  its  operating   expenses  will  increase
substantially  in the foreseeable  future as it continues the development of its
technology,  increases  its sales and  marketing  activities,  and  creates  and
expands its  distribution  channels.  Accordingly,  the Company expects to incur
additional losses for the foreseeable future. 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 achieve or
sustain 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  stage  of
development. Some of these risks and uncertainties relate to the new and rapidly
evolving nature of the markets in which the Company operates.  Such market risks
include,  among other things,  the early stage of market  development for online
commerce,  the  dependence  of  online  commerce  upon  the  development  of the
Internet,  the uncertainty of 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   strategy,   respond  to   competitive
developments, continue to develop and upgrade its products and technologies more
rapidly  than its  competitors,  and  commercialize  its  products  and services
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 under the caption "Risk  Factors" in the  Prospectus  and Form 10-K filing
with the SEC. It is also 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.



LIQUIDITY AND CAPITAL RESOURCES

     Prior to the IPO, the Company  financed its  operations  primarily  through
private  placements of Common and Preferred  Stock,  which provided net proceeds
totaling  $15.5  million  through  May 1996.  The IPO  yielded  net  proceeds of
approximately  $20.7 million.  At March 31, 1997, the Company had  approximately
$15.4 million in cash, cash equivalents, and short-term investments. The Company
currently has no significant  capital  commitments  other than commitments under
equipment  and operating  leases  disclosed in the Form 10-K filed with the SEC.
The Company has no credit facilities,  and does not believe that it will require
credit facilities for at least the next 12 months.

     The  Company   anticipates  that  its  available  cash  resources  will  be
sufficient  to meet  its  presently  anticipated  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" in the Prospectus, 

                                       11

<PAGE>

Forms 10-K and 10-Q, and other  documents filed with the SEC and those discussed
under the caption  "Factors  Affecting  Operating  Results"  above 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 or
lease  financings,  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.


                                       12

<PAGE>


PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         Not applicable

ITEM 2.  CHANGES IN SECURITIES

         Not applicable


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable

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

         Not applicable

ITEM 5.  OTHER INFORMATION

         Not applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

              Item  Description
              10.1  Form of Indemnity Agreement between the Company and each of
                    its executive officers
              11.1  Statement re: Computation of Net Loss Per Share
              27.1  Financial Data Schedule



                                       13

<PAGE>

                                   SIGNATURES


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


                                  BROADVISION, INC


Date: May 13, 1997                /s/ Pehong Chen
                                  ______________________________________________
                                  Pehong Chen
                                  President and Chief Executive Officer
                                  (Principal Executive Officer)



Date: May 13, 1997                /s/ Randall C. Bolten
                                  ______________________________________________
                                  Randall C. Bolten
                                  Vice President, Operations and Chief Financial
                                     Officer
                                  (Principal Financial and Accounting Officer)


                                       14

<PAGE>


                                BROADVISION, INC.

                                INDEX TO EXHIBITS

                                                                    
Exhibit                                                             
  No.                        Description                            
------- ------------------------------------------------------------------------
10.1    Form of Indemnity Agreement between the Company and each of
         its executive officers 

11.1    Statement regarding Computation of Per Share Loss 

27.1    Financial Data Schedule 

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

                                       15