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

                                  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
                                 March 31, 2000

                                       Or

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

                         Commission File Number 0-28252

                                BroadVision, Inc.
                                -----------------
             (Exact name of registrant as specified in its charter)

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

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

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


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days
                                          YES  X     NO
                                              ---       ---

         As of May 5, 2000,  there were  249,903,000  shares of the Registrant's
Common Stock issued and outstanding.

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


<PAGE>


                       BROADVISION, INC. AND SUBSIDIARIES

                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
<TABLE>

                                TABLE OF CONTENTS

<CAPTION>
                                                                                            Page No.
                                                                                            --------

PART I     FINANCIAL INFORMATION

Item 1.    Financial Statements

              Consolidated Balance Sheets -
<S>                                                                                             <C>
                  March 31, 2000 and December 31, 1999                                          3
              Consolidated Statements of Operations and Comprehensive Income -
                  Three months ended March 31, 2000 and 1999                                    4
              Consolidated Statements of Cash Flows -
                  Three months ended March 31, 2000 and 1999                                    5

              Notes to Consolidated Financial Statements                                        6

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

Item 3.    Quantitative and Qualitative Disclosures about Market Risk                          15



PART II    OTHER INFORMATION

Item 1.    Legal Proceedings                                                                   15

Item 2.    Changes in Securities and Use of Proceeds                                           15

Item 3.    Defaults upon Senior Securities                                                     15

Item 4.    Submission of Matters to a Vote of Security Holders                                 15

Item 5.    Other Information                                                                   15

Item 6.    Exhibits and Reports on Form 8-K                                                    16



SIGNATURES                                                                                     16

</TABLE>

                                       2


<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1.        FINANCIAL STATEMENTS

<TABLE>
                                        BROADVISION, INC. AND SUBSIDIARIES
                                            CONSOLIDATED BALANCE SHEETS
                                       (In thousands, except per share data)
<CAPTION>
                                                                                       March 31,          December 31,
                                                                                         2000                 1999
                                                                                       ---------           ---------
ASSETS                                                                                (unaudited)
<S>                                                                                    <C>                 <C>
   Cash and cash equivalents                                                           $ 283,908           $ 279,823
   Short-term investments                                                                 86,581              68,758
   Accounts receivable, less allowance for doubtful accounts of
     $1,746 and $1,446, for 2000 and 1999, respectively                                   38,006              26,540
   Prepaids and other                                                                      9,496               5,085
                                                                                       ---------           ---------

         Total current assets                                                            417,991             380,206

   Property and equipment, net                                                            21,982              16,751
   Long-term investments                                                                  13,208               4,414
   Other assets                                                                            5,673               4,757
                                                                                       ---------           ---------

         Total assets                                                                  $ 458,854           $ 406,128
                                                                                       =========           =========

LIABILITIES AND STOCKHOLDERS' EQUITY

   Accounts payable                                                                    $  10,484           $   5,754
   Accrued expenses                                                                       13,826              13,156
   Unearned revenue                                                                       17,315               3,896
   Deferred maintenance                                                                   24,157              15,228
   Income taxes                                                                           23,597                 151
   Current portion of capital lease obligations                                              145                 270
   Current portion of long-term debt                                                         977                 977
                                                                                       ---------           ---------

         Total current liabilities                                                        90,501              39,432

   Long-term debt, net of current portion                                                  4,615               4,890
   Deferred income taxes                                                                    --                16,618
                                                                                       ---------           ---------

         Total liabilities                                                                95,116              60,940

   Commitments

   Stockholders' equity:
   Convertible preferred stock, $0.0001 par value; 10,000
    shares authorized; none issued and outstanding                                          --                  --
   Common stock, $0.0001 par value; 500,000 shares authorized;
    248,950 and 244,812 shares issued and outstanding for 2000 and
    1999, respectively                                                                        25                  24
   Additional paid-in capital                                                            327,505             320,259
   Deferred compensation                                                                    (147)               (226)
   Accumulated other comprehensive income, net of tax                                     27,113              25,925
   Retained earnings (accumulated deficit)                                                 9,242                (794)
                                                                                       ---------           ---------
         Total stockholders' equity                                                      363,738             345,188
                                                                                       ---------           ---------

         Total liabilities and stockholders' equity                                    $ 458,854           $ 406,128
                                                                                       =========           =========
<FN>
                            See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>

                                                        3

<PAGE>


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


                                                        Three Months Ended
                                                             March 31,
                                                      -----------------------
                                                        2000           1999
                                                      --------       --------
                                                    (unaudited)
Revenues:
  Software licenses                                   $ 40,713       $ 12,783
  Services                                              20,788          5,681
                                                      --------       --------

     Total revenues                                     61,501         18,464

Cost of revenues:
  Cost of software licenses                              2,064            747
  Cost of services                                      15,673          3,322
                                                      --------       --------

     Total cost of revenues                             17,737          4,069

                                                      --------       --------
        Gross profit                                    43,764         14,395

Operating expenses:
  Research and development                               5,759          2,901
  Sales and marketing                                   25,200          7,664
  General and administrative                             3,611          1,271
                                                      --------       --------

     Total operating expenses                           34,570         11,836

                                                      --------       --------
        Operating income                                 9,194          2,559

Other income, net                                        7,248            516
                                                      --------       --------

Income before provision
  for income taxes                                      16,442          3,075

Provision for income taxes                               6,406            138
                                                      --------       --------

        Net income                                    $ 10,036       $  2,937
                                                      ========       ========

     Basic earnings per share                         $   0.04       $   0.01
                                                      ========       ========

     Diluted earnings per share                       $   0.04       $   0.01
                                                      ========       ========

Shares used in computing:

Basic earnings per share                               245,495        222,030
                                                      ========       ========

Diluted earnings per share                             284,688        250,020
                                                      ========       ========

Comprehensive income:
Net income                                            $ 10,036       $  2,937
Other comprehensive income, net of tax:
  Unrealized gain on investments                         1,188          7,228
                                                      --------       --------
Total comprehensive income                            $ 11,224       $ 10,165
                                                      ========       ========


           See Accompanying Notes to Consolidated Financial Statements

                                       4


<PAGE>


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

                                                           Three Months Ended
                                                                 March 31,
                                                         -----------------------
                                                            2000         1999
                                                         ---------     ---------
                                                              (unaudited)
Cash flows from operating activities:

Net income                                               $  10,036    $   2,937
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation and amortization                           1,943          907
     Amortization of deferred compensation                      79           85
     Allowance for doubtful accounts                           300          150
     Amortization of prepaid royalties                         296           83
     Amortization of prepaid compensation                      511         --
     Changes in operating assets and liabilities:
       Accounts receivable                                 (11,766)      (1,053)
       Prepaids and other                                   (4,728)        (447)
       Accounts payable and accrued expenses                 5,400         (349)
       Unearned revenue and deferred maintenance            22,348        2,001
       Income taxes                                          6,036          151
     Other noncurrent assets                                (1,406)         (50)
                                                         ---------    ---------
         Net cash provided by operating activities          29,049        4,415

Cash flows from investing activities:
   Purchase of property and equipment                       (7,174)      (1,106)
   Purchase of long-term investments                        (8,794)        --
   Purchase of short-term investments                      (16,915)        --
   Maturity of short-term investments                        1,072         --
                                                         ---------    ---------
       Net cash used for investing activities              (31,811)      (1,106)

Cash flows from financing activities:
   Proceeds from issuance of common stock, net               7,247        2,156
   Repayments of borrowings                                   (275)        (195)
   Payments on capital lease obligations                      (125)        (216)
                                                         ---------    ---------
       Net cash provided by financing activities             6,847        1,745

Net increase in cash and cash equivalents                    4,085        5,054
Cash and cash equivalents at beginning of period           279,823       61,878
                                                         ---------    ---------
Cash and cash equivalents at end of period               $ 283,908    $  66,932
                                                         =========    =========



Supplemental disclosures of cash flow information:
   Cash paid for interest                                $     125    $      92
                                                         =========    =========
   Cash paid for income taxes                            $     314    $     159
                                                         =========    =========

Non-cash investing and financing activities:
   Unrealized gain on long-term investments, net of
     income taxes of $792 and $4,819 for 2000 and
     1999, respectively                                  $   1,188    $   7,228
                                                         =========    =========

           See Accompanying Notes to Consolidated Financial Statements

                                       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.  (collectively with its subsidiaries,
the  "Company") was  incorporated  in the state of Delaware on May 13, 1993. The
Company  develops,   markets  and  supports   application   software   solutions
specifically designed for one-to-one  relationship management across an extended
enterprise.  These solutions enable businesses to use the Internet as a platform
to conduct electronic commerce,  provide online customer  self-service,  deliver
targeted information to constituents and provide online financial services. Each
of these  capabilities can be made available to all constituents of the extended
enterprise,   including:   customers,   suppliers,  partners,  distributors  and
employees.  The  BroadVision  One-To-One  product suite  empowers  businesses to
uniquely tailor Web site content to the needs and interests of individual  users
by personalizing each constituent's visit on a real-time  interactive basis. The
Company's  applications  accomplish  this by  interactively  capturing  Web site
visitor profile  information and targeting organized content of an enterprise to
each visitor based on easily constructed business rules.

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
March  31,  2000 and for the three  months  ended  March  31,  2000 and 1999 are
unaudited.  The balance  sheet at December 31,  1999,  has been derived from the
audited  consolidated  financial  statements  as  of  that  date  but  does  not
necessarily reflect all of the informational  disclosures previously reported in
accordance  with  Generally  Accepted  Accounting  Principles.  In the Company's
opinion,  the  consolidated  financial  statements  presented herein include all
necessary  adjustments,  consisting of normal recurring  adjustments,  to fairly
state the Company's  financial position,  results of operations,  and cash flows
for the periods indicated.  The accompanying  consolidated  financial statements
should be read in conjunction  with the  consolidated  financial  statements and
notes thereto  included with the Company's  Form 10-K and other  documents  that
have been filed with the Securities and Exchange Commission.  The results of the
Company's  operations  for the interim  periods  presented  are not  necessarily
indicative of operating  results for the full fiscal year or any future  interim
periods.

Stock Splits -On February 8, 2000, the Company's  Board of Directors  declared a
three-for-one   common  stock  split  in  the  form  of  a  stock  dividend  for
Stockholders of record as of February 21, 2000. The stock dividend  payment date
was March 13, 2000 and the Company's  common stock traded  ex-dividend  starting
March 14, 2000,  reflecting  the  three-for-one  stock split.  The  accompanying
consolidated  financial statements and related financial  information  contained
herein has been retroactively restated to give effect for the stock split.

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

                                                             Three Months Ended
                                                                  March 31,
                                                           ---------------------
                                                             2000         1999
                                                           --------     --------
Net income                                                 $ 10,036     $  2,937
                                                           ========     ========

Weighted-average common shares outstanding
 utilized for basic earnings per share                      245,495      222,030

Weighted-average common equivalent
 shares outstanding:
  Employee common stock options                              39,168       27,549
  Common stock warrants                                          25          441
                                                           --------     --------

     Total weighted-average common and common
      equivalent shares outstanding utilized                284,688      250,020
      for diluted earnings per share
                                                           ========     ========

Basic earnings per share                                   $   0.04     $   0.01
                                                           ========     ========

Diluted earnings per share                                 $   0.04     $   0.01
                                                           ========     ========

   New  Accounting  Pronouncements -- In June  1998,  the  Financial  Accounting
Standards  Board,  or FASB,  issued  SFAS No.  133,  Accounting  for  Derivative
Instruments and Hedging  Activities,  as amended by SFAS No. 137,  effective for
all fiscal quarters of fiscal years beginning after June 15, 2000.  Accordingly,
the Company  will adopt SFAS No. 133, as amended,  beginning on January 1, 2001.
SFAS  No.  133  establishes  standards  for  the  accounting  and  reporting  of
derivative  instruments and hedging  activities,  including  certain  derivative
instruments  embedded  in other  contracts.  Under SFAS No.  133,  entities  are
required  to carry all  derivative  instruments  at fair value on their

                                       6

<PAGE>

balance  sheets.  The accounting  for changes in the fair value (i.e.,  gains or
losses) of a derivative instrument depends on whether it has been designated and
qualifies as part of a hedging  activity and the underlying  purpose for it. The
Company  does  not  believe  that the  adoption  of SFAS  No.  133  will  have a
significant  impact  on  its  consolidated   financial   statements  or  related
disclosures.

   In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting  Bulletin  No. 101 ("SAB  101"),  Revenue  Recognition  in  Financial
Statements,  which  provides  guidance  on the  recognition,  presentation,  and
disclosure  of  revenue in  financial  statements  filed  with the SEC.  SAB 101
outlines the basic  criteria that must be met to recognize  revenue and provides
guidance for disclosure  related to revenue  recognition  policies.  The Company
will adopt SAB 101 upon its  effective  date in the second  quarter of 2000,  as
required and does not expect the adoption of SAB 101 to have any material effect
on its financial position or results of operations.

Note 2.  Selected Balance Sheet Detail

<TABLE>
<CAPTION>
  Property and equipment consisted of the following (in thousands):
                                                                        March 31,     December 31,
                                                                          2000           1999
                                                                        --------       --------
<S>                                                                     <C>            <C>
   Furniture and fixtures                                               $  2,832       $  2,323
   Computers and software                                                 23,728         17,618
   Leasehold improvements                                                  7,458          6,903
                                                                        --------       --------
                                                                          34,018         26,844
   Less accumulated depreciation and amortization                        (12,036)       (10,093)
                                                                        --------       --------
                                                                        $ 21,982       $ 16,751
                                                                        ========       ========
  Accrued expenses consisted of the following (in thousands):
                                                                        March 31,     December 31,
                                                                          2000           1999
                                                                        --------       --------
   Employee benefits                                                    $  1,889       $  1,340
   Commissions and bonuses                                                 5,993          6,747
   Sales and other taxes                                                   2,471          1,122
   Other                                                                   3,473          3,947
                                                                        --------       --------
                                                                        $ 13,826       $ 13,156
                                                                        ========       ========
</TABLE>
Note 3.  Commercial Credit Facilities

   The Company has various  credit  facilities  with a  commercial  lender which
include  term debt in the form of notes  payable and a revolving  line of credit
that provides for up to $5,000,000 of additional  borrowings  (based on eligible
accounts  receivable).  As of March 31, 2000 and December 31, 1999,  outstanding
term debt borrowings were approximately $5,600,000 and $5,900,000, respectively.
Borrowings bear interest at the bank's prime rate (9.0% and 8.5% as of March 31,
2000 and  December  31, 1999,  respectively).  Principal  and interest is due in
consecutive monthly payments through maturity based on the term of the facility.
Principal payments of $977,000 are due annually from 2000 through 2004, $611,000
due in 2005,  and a final  payment of $357,000 due in 2006. As of March 31, 2000
and December  31,  1999,  the Company had no  outstanding  borrowings  under its
revolving line of credit. However,  commitments totaling $2,820,000, in the form
of standby  letters of credit were  issued  under its  revolving  line of credit
facility as of March 31, 2000 and  December  31,  1999.  The  commercial  credit
facilities include covenants which impose certain restrictions on the payment of
dividends and other  distributions  and requires the Company to maintain monthly
financial covenants,  including a minimum quick ratio,  tangible net worth ratio
and debt service  coverage ratio.  Borrowings are  collateralized  by a security
interest in substantially all of the Company's owned assets.  The Company was in
compliance with its financial covenants as of March 31, 2000.

Note 4.           Geographic, Segment and Significant Customer Information

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

                                       7

<PAGE>


regions,  the Americas,  which includes North and South America;  Europe,  which
includes Eastern and Western Europe and the Middle East; and Asia/Pacific, which
includes the Pacific Rim and the Far East.  Disaggregated  financial information
regarding  the  Company's  products and services and  geographic  revenues is as
follows (in thousands):

                                                       Three Months Ended
                                                             March 31,
                                                    ----------------------------
                                                      2000             1999
                                                    --------         --------
Software licenses:
   One-To-One Enterprise                            $  7,068         $  3,827
   One-To-One WebApps                                 33,645            8,956
Services                                              13,678            3,731
Maintenance                                            7,110            1,950
                                                    --------         --------
   Total Revenues                                   $ 61,501         $ 18,464
                                                    ========         ========

Revenues:
   Americas                                         $ 47,534         $ 11,340
   Europe                                             11,532            3,962
   Asia/Pacific                                        2,435            3,162
                                                    --------         --------
   Total Company                                    $ 61,501         $ 18,464
                                                    ========         ========

                                                    March 31,       December 31,
                                                      2000             1999
                                                    --------         --------

Identifiable assets:
   Americas                                         $450,570         $400,858
   Europe                                              7,470            4,122
   Asia/Pacific                                          814            1,148
                                                    --------         --------
   Total Company                                    $458,854         $406,128
                                                    ========         ========

         During  the  three  months  ended  March 31,  2000 and 1999,  no single
customer accounted for more than 10% of the Company's total revenues.


Note 5.           Subsequent Events

         On April 14, 2000, the Company issued 14.4 million shares of its common
stock  in  acquisition  of all of  the  outstanding  stock  of  Interleaf,  Inc.
("Interleaf"). Under the terms of the agreement, Interleaf shareholders received
1.0395  shares  of  BroadVision  common  stock in  exchange  for  each  share of
Interleaf  common stock; or estimated  purchase  consideration  of approximately
$802 million,  inclusive of $18 million of estimated  acquisition  and severance
costs. The acquisition will be accounted for as a purchase and, accordingly, the
purchase  price will be allocated  based upon the fair value of assets  acquired
and  liabilities  assumed.  The operating  results of Interleaf and  acquisition
related  amortization  expense,  pertaining to the excess of the purchase  price
over the fair value of net assets  acquired,  will be included in the  Company's
consolidated results of operations commencing as of the date of acquisition.

                                       8


<PAGE>


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

         EXCEPT FOR THE HISTORICAL  INFORMATION  CONTAINED HEREIN, THE FOLLOWING
DISCUSSION   CONTAINS   FORWARD-LOOKING   STATEMENTS   THAT  INVOLVE  RISKS  AND
UNCERTAINTIES.  THE COMPANY'S  ACTUAL  RESULTS COULD DIFFER  significantly  from
those  discussed  hereIN.  Factors  that  could  cause  or  contribute  to  such
differences  include,  but are not limited to, those discussed  HEREIN WITH this
QUARTERLY  REPORT ON Form 10-Q,  the Company's  annual report ON Form 10-k,  and
other  documents  filed with the  securities and exchange  commission.  Any such
forward-looking statements speak only as of the date such statements are made.


OVERVIEW

   BroadVision   develops,   markets  and  supports  fully  integrated  scalable
application software solutions specifically designed for one-to-one relationship
management  across the extended  enterprise.  These total  end-to-end  solutions
enable businesses to use the Internet as a unique platform to conduct electronic
commerce,  provide online financial services,  offer online interactive customer
self-service,  and  deliver  targeted  information  to all  constituents  of the
extended  enterprise.   These  constituents  include  but  are  not  limited  to
customers, suppliers, distributors, partners, and employees.

   The BroadVision  One-To-One  product suite allows  businesses to tailor their
Web site  content to the special  needs and  interests  of  individual  users by
personalizing  each  constituent's  visit on a real-time  interactive basis. Our
applications  accomplish this by capturing Web site visitor profile  information
and targeting an enterprise's  organized content to each visitor based on easily
constructed  business  rules.  We believe  the  benefits  of these  applications
include greater customer  satisfaction and loyalty,  increased  business volume,
enhanced  brand  awareness,  reduced  costs to  service  customers  and  execute
transactions, as well as higher employee productivity.

   The Company sells its products and services  worldwide  through  direct sales
forces, independent distributors,  resellers and system integrators. It also has
a global network of strategic business  relationships with key industry platform
and Web  developer  partners.  The Company also  engages in  strategic  business
alliances  to assist with its  marketing,  selling and  development  of customer
applications. In addition, the Company places a strategic emphasis on technology
alliances to ensure that its products are based on industry  standards  and that
it is positioned  to take  advantage of current and emerging  technologies.  The
benefits  of this  approach  include  enabling  the Company to focus on its core
competencies while reducing time to market and simplifying the task of designing
and developing applications for itself and its customers.


Litigation Settlement

         On February 22, 2000,  the Company  reached a settlement  agreement and
entered into a license agreement with Art Technology Group ("ATG") in connection
with the lawsuit  filed by the Company on December 11, 1998 against ATG alleging
infringement on the Company's U.S. Patent No. 5,710,887.  In accordance with the
terms of the agreement, the Company granted ATG a nonexclusive, nontransferable,
worldwide,  perpetual  license  and was paid $8 million by ATG at the  effective
date of the  settlement  and will  receive  a total  of $7  million  payable  in
quarterly installments  commencing February 24, 2000 (four consecutive quarterly
payments of $750,000  during 2000 and eight  consecutive  quarterly  payments of
$500,000 during 2001 and 2002).



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

                                       9
<PAGE>

delivered,  there are no uncertainties surrounding product acceptance,  the fees
are fixed and  determinable,  and  collection is considered  probable.  Software
license revenues, in general, are recognized upon consummation of the sale.

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

<TABLE>
         Total Company  revenues  increased  233% during the quarter ended March
31, 2000 to $61.5  million as compared  to $18.5  million for the quarter  ended
March 31, 1999. 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:

  March 31, 2000
 ---------------
  Americas                         $31,760         78%    $15,525         75%    $47,285         77%
  Europe                             7,259         18       4,364         21      11,623         19
  Asia/Pacific                       1,694          4         899          4       2,593          4
                                   -------    --------    -------    -------     -------    ---------
      Total                        $40,713        100%    $20,788        100%    $61,501        100%
                                   =======    ========    =======    =======     =======    =========

  March 31, 1999
  --------------
  Americas                         $ 7,457         58%    $ 3,883         69%    $11,340         61%
  Europe                             2,467         19       1,495         26       3,962         22
  Asia/Pacific                       2,859         23         303          5       3,162         17
                                   -------    --------    -------    -------     -------    ---------
      Total                        $12,783        100%    $ 5,681        100%    $18,464        100%
                                   =======    ========    =======    =======     =======    =========

</TABLE>
         Software  product  license  revenues  increased 218% during the quarter
ended  March 31,  2000 to $40.7  million as  compared  to $12.8  million for the
quarter ended March 31, 1999.

   The increase in software  license  revenues is a result of  continued  strong
demand for the Company's  expanding  product line and core  competencies both by
new   customers   and   existing   customers   and  the   growing   market   for
business-to-business and  business-to-consumer  personalization focused software
application  solutions.  Software  product license revenues for its targeted web
enabling applications increased to $33.6 million for the quarter ended March 31,
2000,  as compared to $9.0  million for the  quarter  ended March 31,  1999.  In
addition,  deployment related user profile based licensing revenues continues to
increase as a result of a larger number of live sites.  During the quarter ended
March 31, 2000, the Company signed 110 new licensed  customers (102 new end-user
customers and 8 new partners) which compares with 43 new licensed customers ( 32
end-user customers and 11 new partners) for the quarter ended March 31, 1999. As
of March  31,  2000,  the  Company  had a total  installed  license  base of 517
end-user customers and 131 partners,  which compares with 415 end-user customers
and 123  partners as of  December  31, 1999 and 229  end-user  customers  and 88
partners as of March 31, 1999.

         Professional  services revenues increased 266% during the quarter ended
March 31,  2000 to $20.8  million as  compared  to $5.7  million for the quarter
ended March 31, 1999.

   The increase in professional services revenue is a result of higher levels of
consulting  related  services  associated  with increased  business  volumes and
higher customer support revenues derived from a larger installed  customer base.
Maintenance  related fees for technical  support and product  upgrades were $7.1
million for the quarter ended March 31, 2000, which compares to $2.0 million for
the quarter  ended March 31, 1999.  During the latter half of 1999,  the Company
expanded  its  corporate  training  facility in Redwood  City,  California.  The
Company also added  additional  training  and  professional  consulting  related
facilities in Europe and Asia as of December 31, 1999.

   To date the Company has achieved good market  acceptance for its products and
has  experienced   continued   revenue  growth.   Management   anticipates  that
international  revenues  will  continue to account for a  significant  amount of
total revenues, and 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.  Our  Asia/Pacific  operations  have
experienced  a decline in revenues as a result of

                                       10
<PAGE>

the generally weak economic  conditions of that region.  As a result,  we expect
that any significant growth in international revenues will most likely come from
European  operations.  However,  we may be unable to  maintain  or  continue  to
increase international or domestic market acceptance for our family of products.


                                Cost of Revenues

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


         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.


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

                                                Three Months Ended
                                                      March 31,
                                        ----------------------------------------
(In thousands)                            2000          %      1999        %
                                        -------        ---   --------   -------
Cost of software licenses[1]            $ 2,064         5%   $   747         6%
Cost of services[2]                      15,673        75%     3,322        59%
                                        -------              --------
Total cost of revenues[3]               $17,737        29%   $ 4,069        22%
                                        =======              =======

[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

         Cost of software licenses increased 176% during the quarter ended March
31, 2000 to $2.1 million as compared to $747,000 for the quarter ended March 31,
1999.

   The  increase in cost of license  revenues,  in absolute  dollar  terms,  was
principally a result of increased  sales of the  Company's  products and related
third party royalty fees. Cost of license revenues in relative  percentage terms
decreased  principally  as a  result  of the  Company  renegotiating  previously
existing  percentage-based royalty arrangements into prepaid fixed fee royalties
for periods extending through 2004.

         Cost of services increased 372% during the quarter ended March 31, 2000
to $15.7  million as  compared to $3.3  million for the quarter  ended March 31,
1999.

                                       11


<PAGE>


   The  increase in cost of services  revenues  in  absolute  dollar  terms is a
result of higher business volumes as evidenced by increased  services  revenues.
Overall costs  increased as a result of additions to our  professional  services
staff and the employment of outside  consultants to meet  short-term  consulting
demands.  The increase in cost of services as a percentage of services  revenues
is a result of the  assimilation of new  professional  consultants  added to the
group  during the quarter and higher use of outside  consultants  in relation to
the extent previously used during the prior year period.


                               Operating Expenses

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

         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.

                                          Three Months Ended
                                               March 31,
                                      -----------------------------------------
(In thousands)                          2000       %[1]        1999        %[1]
                                      -------    -------     -------       ----
Research and Development              $ 5,759          9%    $ 2,901         16%
Sales and Marketing                    25,200         41       7,664         41
General and Administrative              3,611          6       1,271          7
                                      -------    -------     -------       ----
Total Operating Expenses              $34,570         56%    $11,836         64%
                                      =======    =======     =======       ====

 [1] - Expressed as a percent of total revenues for the period indicated

         Research  and  development  expenses  increased  99% during the quarter
ended March 31, 2000 to $5.8 million as compared to $2.9 million for the quarter
ended March 31,  1999.  The  increase in research  and  development  expenses 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.  The Company  expects
research and  development  expenses will continue to increase in absolute dollar
terms.

         Sales and marketing  expenses  increased  229% during the quarter ended
March 31,  2000 to $25.2  million as  compared  to $7.7  million for the quarter
ended March 31, 1999. The increases in sales and marketing  expenses reflect the
cost of hiring additional sales and marketing  personnel,  increased  commission
payments  resulting  from  higher  revenues,   developing  and  expanding  sales
distribution  channels,  and  expanding  promotional  activities  and  marketing
related programs. The Company expects sales and marketing expenses will continue
to increase in absolute dollar terms.

         General and  administrative  expenses increased 184% during the quarter
ended March 31, 2000 to $3.6 million as compared to $1.3 million for the quarter
ended March 31,  1999.  The increase in general and  administrative  expenses is
attributable  to additional  administrative  and  management  personnel,  higher
professional  services  fees  and  additional   infrastructure  to  support  the
expansion  of  the  Company's  operations.   The  Company  expects  general  and
administrative expenses will continue to increase in absolute dollar terms.

                                  Income Taxes

         During the quarter ended March 31, 2000,  the  Company's  provision for
income taxes was $6.4 million for an effective  tax rate of  approximately  39%.
Due to the  Company's  continuing  trend of

                                       12
<PAGE>

positive  earnings,  the Company has utilized a  significant  portion of its net
operating loss carryforwards and as a result,  the Company's  effective tax rate
is similar to its statutory rate.

LIQUIDITY AND CAPITAL RESOURCES

                                                March 31,        December 31,
              (In thousands)                      2000               1999
                                              ------------         --------
    Cash, cash equivalents and
      short-term investments                  $    370,489         $348,581
                                              ============         ========
    Working capital                           $    327,490         $340,774
                                              ============         ========
    Working capital ratio                          4.6              9.6
                                              ============         ========


         At March 31,  2000,  the  Company  had  $370.5  million  of cash,  cash
equivalents and short-term  investments,  which  represents an increase of $21.9
million  as  compared  to  December  31,  1999.  The  Company  currently  has no
significant  capital  commitments other than obligations under operating leases,
commitments  of $2.8  million in the form of standby  letters of credit and $5.6
million of outstanding  term debt under its existing  credit  facilities  with a
commercial bank.

         The Company has funded its operations by cash generated from operations
and public  offerings of its common stock.  Public stock  offerings  during June
1996,  March  1998,  and  November  1999  netted the  Company  proceeds of $20.7
million, $53.7 million and $210.4 million, respectively.

         Cash  provided  by  operating  activities  was $29.1  million  and $4.4
million,  respectively, for the three months ended March 31, 2000 and 1999. Cash
used for investing  activities  was $31.8 million and $1.1 million for the three
months  ended  March 31,  2000 and 1999,  respectively,  and was  primarily  for
capital  expenditures  and purchase of  investments.  Cash provided by financing
activities  was $6.8  million and $1.7  million for the three months ended March
31, 2000 and 1999,  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.
However,  the Company may need to raise  additional  funds to support more rapid
expansion,  develop new or enhanced services,  respond to competitive pressures,
acquire  complementary  businesses or technologies,  or respond to unanticipated
requirements.  If  additional  funds are raised  through the  issuance of equity
securities,  the percentage ownership of the stockholders of the Company will be
reduced,  stockholders  may  experience  additional  dilution,  or  such  equity
securities may have rights,  preferences,  or privileges  senior to those of the
holders of the Company's common stock. There can be no assurance that additional
financing  will be available on acceptable  terms,  if at all. If adequate funds
are not available or are not available on acceptable  terms,  the Company may be
unable  to  develop  or  enhance  its   products,   take   advantage  of  future
opportunities,   or   respond  to   competitive   pressures   or   unanticipated
requirements,  which  could  have a  material  adverse  effect on the  Company's
business, financial condition, and operating results.



FACTORS AFFECTING QUARTERLY OPERATING RESULTS

         The Company expects to experience significant fluctuations in quarterly
operating results that may be caused by many factors including,  but not limited
to, those discussed below and herein with this quarterly report on Form 10-Q, as
contained in the  Company's  annual  report on Form 10-K under the caption "Risk
Factors" and elsewhere  therein,  and as disclosed in other documents filed with
the  Securities  and Exchange  Commission.  Significant  fluctuations  in future
quarterly  operating  results  may be caused by many  factors  including,  among
others,  the timing of introductions or enhancements of products and services by
the Company or its competitors,  market  acceptance of new products,  the mix of
the Company's  products sold,  changes in pricing policies by the Company or its
competitors, changes in the Company's sales incentive plans, budgeting cycles of
its  customers,  customer  order  deferrals in  anticipation  of new products or
enhancements by the Company or its competitors, nonrenewal of service agreements
(which  generally   automatically  renew  for  one  year  terms  unless  earlier
terminated by either

                                       13

<PAGE>


party upon 90-days notice),  product life cycles, changes in strategy,  seasonal
trends,  the mix of distribution  channels through which the Company's  products
are sold, the mix of  international  and domestic  sales,  the rate at which new
sales people become  productive,  changes in the level of operating  expenses to
support  projected  growth,  and  general  economic   conditions.   The  Company
anticipates  that a  significant  portion of its revenues will be derived from a
limited number of orders,  and the timing of receipt and fulfillment of any such
orders is expected to cause  fluctuations  in the Company's  operating  results,
particularly  on a quarterly  basis.  Due to the  foregoing  factors,  quarterly
revenues  and  operating  results are  difficult  to  forecast,  and the Company
believes that  period-to-period  comparisons  of its operating  results will not
necessarily  be  meaningful  and should not be relied upon as any  indication of
future  performance.  It is likely that the Company's future quarterly operating
results from time to time will not meet the  expectations  of market analysts or
investors, which may have an adverse effect on the price of the Company's Common
Stock. The Company  anticipates that its operating  expenses will continue to be
substantial in relation to total revenues as it continues the development of its
technology,  increases  its sales and  marketing  activities,  and  creates  and
expands its distribution channels.  Some of these risks and uncertainties relate
to the new and  rapidly  evolving  nature of the  markets  in which the  Company
operates.  These related  market risks  include,  among other things,  the early
stage of the  developing  online  commerce  market,  the  dependence  of  online
commerce on the development of the Internet and its related infrastructure,  the
uncertainty  pertaining to widespread adoption of online commerce,  and the risk
of government  regulation of the Internet.  Other risks and uncertainties facing
the Company relate to the Company's ability to, among other things, successfully
implement  its  marketing  strategies,   respond  to  competitive  developments,
continue to develop and upgrade its products and technologies  more rapidly than
its competitors,  and  commercialize  its products and services by incorporating
these  enhanced  technologies.  There can be no assurance  that the Company will
succeed in addressing any or all of these risks. A more complete  description of
these and other  risks  relating to the  Company's  business is set forth in the
Company's  annual  report on Form 10-K  under the  caption  "Risk  Factors"  and
elsewhere  therein and other  documents  filed with the  Securities and Exchange
Commission.

         On April 14, 2000, the Company  completed its acquisition of Interleaf,
Inc. In connection with the acquisition,  the Company issued  approximately 14.4
million  shares  of  its  common  stock  for  all of the  outstanding  stock  of
Interleaf, Inc. The expectation is that the acquisition will result in long-term
benefits  and will depend in part on whether the  companies'  operations  can be
integrated in an efficient and effective manner. There is no assurance that this
will occur.  The  successful  integration  of  Interleaf  with the Company  will
require,  among other  things,  the  integration  of the  companies'  respective
product offerings and coordination of the companies' sales and marketing efforts
and research and development  efforts. It is possible that this integration will
not be accomplished smoothly or successfully.  The diversion of the attention of
management  and any  difficulties  encountered  in the process of combining  the
operations of the two  organizations  could cause the interruption of, or a loss
of momentum  in, the  activities  either or both of the  companies'  businesses,
which could have an adverse  effect on their combined  operations.  Furthermore,
the process of combining the companies  could have a material  adverse effect on
employee  morale and on the  ability of the  combined  Company to retain the key
technical  and sales and  marketing  personnel  who are critical to the combined
companies'  future  operations.  There can be no  assurance  that  employees  of
Interleaf  will  continue to work for the  Company.  Failure to  accomplish  the
integration of the two companies  operations  efficiently and effectively  could
have a material adverse effect on the Company's  business  operating results and
financial condition.

         If the integration of BroadVision's  and Interleaf's  operations is not
successful,  if the combined company does not experience  business  synergies as
quickly as may be expected by  financial  analysts,  if such  synergies  are not
achieved or are at levels below those expected by financial analysts,  or if the
accretive/dilutive  effect of the merger is not in line with the expectations of
financial  analysts,  the  market  price of the  Company's  common  stock may be
significantly or adversely affected.

         Under the terms of the acquisition  agreement,  Interleaf  shareholders
received 1.0395 shares of Broadvision common stock in exchange for each share of
Interleaf   common  stock.   The  Company   currently   estimates  the  purchase
consideration  to be  approximately  $802  million,  inclusive of $18 million of
estimated  acquisition  and  severance  costs.  The  Company  expects  to  incur
amortization expense related to the acquisition  beginning in the second quarter
of the 2000 fiscal year.

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The  Company's  exposure to market  risk for changes in interest  rates
relates  primarily to its  investment  portfolio.  The Company had no derivative
financial  instruments  as of March 31,

                                       14
<PAGE>

2000 or December 31, 1999. We place our  investments  in  instruments  that meet
high  credit  quality  standards  and the amount of credit  exposure  to any one
issue,  issuer and type of instrument is limited.  We do not expect any material
loss with respect to our investment portfolio. Our financial instrument holdings
as of March 31, 2000 were analyzed to determine  their  sensitivity  to interest
rate  changes.  In our  sensitivity  analysis,  we assumed an adverse  change in
interest  rates of 500 basis  points and the  expected  effect on net income was
insignificant.


                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         On February 22, 2000,  the Company  reached a settlement  agreement and
entered into a license agreement with Art Technology Group ("ATG") in connection
with the lawsuit  filed by the Company on December 11, 1998 against ATG alleging
infringement on the Company's U.S. Patent No. 5,710,887.  In accordance with the
terms of the agreement, the Company granted ATG a nonexclusive, nontransferable,
worldwide,  perpetual  license  and was paid $8 million by ATG at the  effective
date of the  settlement  and will  receive  a total  of $7  million  payable  in
quarterly installments  commencing February 24, 2000 (four consecutive quarterly
payments of $750,000  during 2000 and eight  consecutive  quarterly  payments of
$500,000 during 2001 and 2002).

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
         Not applicable

ITEM 5.  OTHER INFORMATION
         Not applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K



        (a)   Exhibits
              Item       Description

              10.19      Triple Net Building  Lease dated April 12, 2000 between
                         Pacific  Shores   Development   LLC,  as  Lessor,   and
                         BroadVision,  Inc., as Lessee,  for Premises at Pacific
                         Shores Center, Building 4, Redwood City, California.

              10.20      Triple Net  Building  Lease  dated  February  16,  2000
                         between Pacific Shores  Development LLC, as Lessor, and
                         BroadVision,  Inc., as Lessee,  for Premises at Pacific
                         Shores Center, Building 5, Redwood City, California.

              10.21      Triple Net  Building  Lease  dated  February  16,  2000
                         between Pacific Shores  Development LLC, as Lessor, and
                         BroadVision,  Inc., as Lessee,  for Premises at Pacific
                         Shores Center, Building 6, Redwood City, California.

              10.22*     2000 Non-Officer Equity Incentive Plan

              27.1       Financial Data Schedule

*      Incorporated  herein  by  reference  to  the  applicable  Exhibit  to the
       Company's  Registration  Statement on Form S-8,  filed on April 17, 2000,
       File 333-35114

(b)      Reports on Form 8-K.

                  On March 1, 2000 , the Company filed a Current  Report on Form
              8-K  (File  No.   0-28252)   inclusive   of  exhibits  to  reflect
              retroactively  restated  financial  statements  as of December 31,

                                       15
<PAGE>

              1997 and 1998 and for the three year  period  ended  December  31,
              1998 in  association  with its September  29, 1999,  three for one
              stock split.

                  On January 31,  2000,  the Company  filed a Current  Report on
              Form 8-K (File No.  0-28252),  attaching as an exhibit its January
              26, 2000 press  release  regarding  its  definitive  agreement  to
              acquire all the outstanding  stock of Interleaf,  Inc. in exchange
              for BroadVision common stock at a fixed rate of 1.0395 BroadVision
              shares for each Interleaf share.


                                   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 12, 2000                          /s/  Pehong Chen
     ------------------------                    -------------------------------
                                                 Pehong Chen
                                                 President and Chief
                                                 Executive Officer
                                                 (Principal Executive Officer)

Date:      May 12, 2000                          /s/  Randall C. Bolten
     ------------------------                    -------------------------------
                                                 Randall C. Bolten
                                                 Executuve Vice President,
                                                 Operations and Chief
                                                 Financial Officer
                                                 (Principal Financial and
                                                 Accounting Officer)


                                       16


<PAGE>



                                INDEX TO EXHIBITS



Exhibit
  No.         Description

10.19         Triple Net  Building  Lease dated April 12, 2000  between  Pacific
              Shores  Development  LLC, as Lessor,  and  BroadVision,  Inc.,  as
              Lessee, for Premises at Pacific Shores Center, Building 4, Redwood
              City, California.

10.20         Triple Net Building Lease dated February 16, 2000 between  Pacific
              Shores  Development  LLC, as Lessor,  and  BroadVision,  Inc.,  as
              Lessee, for Premises at Pacific Shores Center, Building 5, Redwood
              City, California.

10.21         Triple Net Building Lease dated February 16, 2000 between  Pacific
              Shores  Development  LLC, as Lessor,  and  BroadVision,  Inc.,  as
              Lessee, for Premises at Pacific Shores Center, Building 6, Redwood
              City, California.

10.22*        2000 Non-Officer Equity Incentive Plan

27.1          Financial Data Schedule


*      Incorporated  herein  by  reference  to  the  applicable  Exhibit  to the
       Company's  Registration  Statement on Form S-8,  filed on April 17, 2000,
       File 333-35114