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

                                  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, 1999

                                       or

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

                         Commission File Number 0-28252


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


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


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

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




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

         As of April 30, 1999 there were 25,289,572  shares of the  Registrant's
Common Stock issued and outstanding.

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



<PAGE>


<TABLE>

                                 BROADVISION, INC. AND SUBSIDIARIES

                                              FORM 10-Q
                                    QUARTER ENDED MARCH 31, 1999

                                          TABLE OF CONTENTS

<CAPTION>

                                                                                                     Page No.
                                                                                                     --------

<S>                                                                                                      <C>
PART I   FINANCIAL INFORMATION

Item 1.       Financial Statements


                  Consolidated Balance Sheets -
                      March 31, 1999 and December 31, 1998                                               3
                  Consolidated Statements of Operations -
                      Three months ended March 31, 1999 and 1998                                         4
                  Consolidated Statements of Cash Flows -
                      Three months ended March 31, 1999 and 1998                                         5

                  Notes to Consolidated Financial Statements                                             6

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

Item 3.       Quantitative and Qualitative Disclosures About Market Risk                                16



PART II       OTHER INFORMATION

Item 1.       Legal Proceedings                                                                         16

Item 2.       Changes in Securities and Use of Proceeds                                                 16

Item 3.       Defaults upon Senior Securities                                                           16

Item 4.       Submission of Matters to a Vote of Security Holders                                       16

Item 5.       Other Information                                                                         16

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



SIGNATURES                                                                                              17

</TABLE>

                                       2
<PAGE>


<TABLE>
                                                    PART I. FINANCIAL INFORMATION

ITEM 1.        FINANCIAL STATEMENTS

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

<CAPTION>

                                                                                                      March 31,         December 31,
                                                                                                         1999                 1998
                                                                                                      ---------           ---------
<S>                                                                                                   <C>                 <C>
ASSETS

   Cash and cash equivalents                                                                          $  66,932           $  61,878
   Accounts receivable, less allowance for doubtful accounts and returns
     of $938 and $788, for 1999 and 1998, respectively                                                   16,264              15,361
   Prepaids and other                                                                                     4,030               3,589
                                                                                                      ---------           ---------

         Total current assets                                                                            87,226              80,828

   Property and equipment, net                                                                            8,233               8,034
   Long-term investments                                                                                 23,593              11,546
   Prepaids and other                                                                                     1,121               1,154
                                                                                                      ---------           ---------

         Total assets                                                                                 $ 120,173           $ 101,562
                                                                                                      =========           =========

LIABILITIES AND STOCKHOLDERS' EQUITY

   Accounts payable                                                                                   $   2,119           $   2,243
   Accrued expenses                                                                                       4,859               4,933
   Unearned revenue                                                                                       2,308               1,918
   Deferred maintenance                                                                                   7,768               6,157
   Current portion of capital lease obligations                                                             622                 709
   Current portion of long-term debt                                                                        548                 548
                                                                                                      ---------           ---------

         Total current liabilities                                                                       18,224              16,508

   Capital lease obligations                                                                                141                 270
   Long-term debt                                                                                         2,729               2,924
   Deferred income taxes                                                                                    594                --
   Other                                                                                                     44                  51
                                                                                                      ---------           ---------

         Total liabilities                                                                               21,732              19,753

   Commitments

   Stockholders' equity:
   Convertible preferred stock, $0.0001 par value; 5,000 shares
    authorized; none issued and outstanding                                                                --                  --
   Common stock, $0.0001 par value; 50,000 shares authorized; 25,214 and
    24,796 shares issued and outstanding for 1999 and 1998, respectively
                                                                                                              3                   2
   Additional paid-in capital                                                                           105,147              98,767
   Deferred compensation                                                                                   (470)               (555)
   Accumulated other comprehensive income, net of tax                                                    10,427               3,198
   Accumulated deficit                                                                                  (16,666)            (19,603)
                                                                                                      ---------           ---------
         Total stockholders' equity                                                                      98,441              81,809
                                                                                                      ---------           ---------

         Total liabilities and stockholders' equity                                                   $ 120,173           $ 101,562
                                                                                                      =========           =========


<FN>

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


                                                                 3
<PAGE>


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


                                                                Three Months
                                                               Ended March 31,
                                                           ---------------------
                                                             1999        1998
                                                           --------    --------
Revenues:
   Software licenses                                       $ 12,783    $  7,279
   Services                                                   5,681       2,800
                                                           --------    --------
       Total revenues                                        18,464      10,079

Cost of revenues:
    Cost of software licenses                                   747         187
    Cost of services                                          3,322       1,620
                                                           --------    --------
       Total cost of revenues                                 4,069       1,807

                                                           --------    --------
          Gross profit                                       14,395       8,272

Operating expenses:
    Research and development                                  2,901       2,033
    Sales and marketing                                       7,664       5,861
    General and administrative                                1,271         824
                                                           --------    --------
       Total operating expenses                              11,836       8,718

                                                           --------    --------
          Operating income (loss)                             2,559        (446)

    Other income (expense), net                                 516         (53)
                                                           --------    --------

    Income (loss) before provision for income taxes           3,075        (499)

    Provision for income taxes                                  138        --
                                                           --------    --------

          Net income (loss)                                $  2,937    $   (499)
                                                           ========    ========

Basic earnings (loss) per share                            $   0.12    $  (0.02)
                                                           ========    ========

Diluted earnings (loss) per share                          $   0.11    $  (0.02)
                                                           ========    ========

Shares used in computing
   basic earnings (loss) per share                           24,670      20,456
                                                           ========    ========
Shares used in computing
   diluted earnings (loss) per share                         27,780      20,456
                                                           ========    ========


           See Accompanying Notes to Consolidated Financial Statements




                                       4
<PAGE>

<TABLE>

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

<CAPTION>

                                                                                                             Three Months Ended
                                                                                                                   March 31,
                                                                                                           1999               1998
                                                                                                         --------          --------
<S>                                                                                                      <C>               <C>
Cash flows from operating activities:
Net income (loss)                                                                                        $  2,937          $   (499)
Adjustments to reconcile net income (loss) to net cash provided by (used for)
   operating activities:
     Depreciation and amortization                                                                            907               608
     Amortization of deferred compensation                                                                     85                92
     Allowance for doubtful accounts and returns                                                              150               245
     Amortization of prepaid royalties                                                                         83              --
     Changes in operating assets and liabilities:
       Accounts receivable                                                                                 (1,053)           (1,451)
       Prepaids and other                                                                                    (447)             (418)
       Accounts payable and accrued expenses                                                                 (198)              310
       Unearned revenue and deferred maintenance                                                            2,001               867
                                                                                                         --------          --------
         Net cash provided by (used for) operating activities                                               4,465              (246)

Cash flows from investing activities:
   Additions to property and equipment                                                                     (1,106)           (1,254)
   Other assets                                                                                               (50)              (77)
   Maturity of short-term investments                                                                        --                 796
                                                                                                         --------          --------
         Net cash used for investing activities                                                            (1,156)             (535)

Cash flows from financing activities:
   Net change in restricted cash                                                                             --               1,400
   Proceeds from issuance of common stock                                                                   2,156            47,243
   Borrowings, net proceeds (repayments)                                                                     (195)            1,187
   Capital lease payments                                                                                    (216)             (197)
                                                                                                         --------          --------
         Net cash provided by financing activities                                                          1,745            49,633

Net increase in cash and cash equivalents                                                                   5,054            48,852
Cash and cash equivalents at beginning of period                                                           61,878             8,277
                                                                                                         --------          --------
Cash and cash equivalents at end of period                                                               $ 66,932          $ 57,129
                                                                                                         ========          ========


Supplemental disclosures of cash flow information:
   Cash paid for interest                                                                                $     92          $     63
                                                                                                         ========          ========
   Cash paid for income taxes                                                                            $    159          $     42
                                                                                                         ========          ========

Non-cash investing and financing activities:
   Unrealized gain on long-term investments, net of tax of $4,819                                        $  7,228          $   --
                                                                                                         ========          ========
   Contributed capital - Income tax benefits from stock option exercises                                 $  4,225          $   --
                                                                                                         ========          ========

<FN>

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

                                                                 5
<PAGE>




                       BROADVISION, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Note 1.           Organization and Summary of Significant Accounting Policies

Nature  of  Business  -  BroadVision,  Inc.  ("BroadVision"  or  the  "Company")
develops,  markets and supports fully integrated  application software solutions
exclusively  designed  to  manage  one-to-one  relationships  for  the  extended
enterprise.  The  Company's  total  end-to-end  solutions  empower a business to
capitalize  on the Internet as a unique  platform to enhance  commerce,  provide
critical self-service functions or deliver targeted personalized  information to
customers, suppliers, distributors, employees, or any other constituent of their
extended enterprise on a real-time interactive basis.

Basis of  Presentation  - The  accompanying  consolidated  financial  statements
include the accounts of BroadVision and its wholly owned subsidiaries. They have
been  prepared  in  accordance  with  the  established  guidelines  for  interim
financial  information as provided by the  instructions to Form 10-Q and Article
10 of  Regulation  S-X.  All  significant  intercompany  transactions  have been
eliminated in consolidation. The financial results and related information as of
March 31, 1999,  and for the three  months  ended March 31,  1999,  and 1998 are
unaudited.  The balance  sheet at December 31,  1998,  has been derived from the
audited consolidated  financial statements at that date but does not necessarily
reflect all  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 annual report on Form 10-K and other documents 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.

<TABLE>

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

<CAPTION>
                                                                                                    Three Months Ended March 31,
                                                                                                  ----------------------------------
(In thousands, except per share amounts)                                                             1999                1998
                                                                                                   --------             --------
<S>                                                                                                <C>                  <C>
Net income (loss)                                                                                  $  2,937             $   (499)
                                                                                                   ========             ========

Weighted average common shares outstanding utilized for basic
 earnings (loss) per share                                                                           24,670               20,456

Weighted average common equivalent shares outstanding:
  Employee common stock options                                                                       3,061                --    [1]
  Common stock warrant                                                                                   49                --    [1]
                                                                                                   --------             --------

   Total weighted average common and common equivalent shares
    outstanding utilized for diluted earnings (loss) per share                                       27,780               20,456
                                                                                                   ========             ========

Basic earnings (loss) per share                                                                    $   0.12             $  (0.02)
                                                                                                   ========             ========

Diluted earnings (loss) per share                                                                  $   0.11             $  (0.02)
                                                                                                   ========             ========

<FN>
[1]   The Company  incurred a net loss for the  indicated  period.  Accordingly,
      common  equivalent  shares are  excluded  from the diluted  loss per share
      calculation because they are antidilutive.
</FN>
</TABLE>

Other  Comprehensive  Income - For the three months ended March 31, 1999,  other
comprehensive  income was $7.2 million which  consisted of  unrealized  gains on
long-term investments, and total comprehensive income was $10.1 million. For the
three months ended March 31, 1998, total  comprehensive loss did not differ from
net loss.


                                       6
<PAGE>

New  Accounting  Pronouncements  -  The  Financial  Accounting  Standards  Board
("FASB") recently issued SFAS No. 133, Accounting for Derivative Instruments and
Hedging  Activities.  SFAS No.  133  addresses  the  accounting  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts.  Under SFAS No. 133,  entities are  required to carry all  derivative
instruments  in the balance sheet at fair value.  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  relationship
and, if so, the reason for  holding  it. The Company  must adopt SFAS No. 133 by
January 1, 2000.  The Company  does not expect that the adoption of SFAS No. 133
will have a material effect on its financial statements.

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


Note 2.  Selective Balance Sheet Detail

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

                                                      March 31,  December 31,
                                                        1999        1998
                                                      --------    --------
     Furniture and fixtures                           $  1,041    $  1,001
     Computers and software                              9,688       8,662
     Leasehold improvements                              3,765       3,725
                                                      --------    --------
                                                        14,494      13,388
     Less accumulated depreciation and amortization     (6,261)     (5,354)
                                                      --------    --------
                                                      $  8,233    $  8,034
                                                      ========    ========


      Accrued expenses consisted of the following (in thousands):

                                                    March 31,     December 31,
                                                       1999           1998
                                                      ------         ------
     Employee benefits                                $  849         $  678
     Commissions and bonuses                           1,554          2,013
     Taxes payable                                       712            785
     Other                                             1,744          1,457
                                                      ------         ------
                                                      $4,859         $4,933
                                                      ======         ======


Note 3.  Commercial Credit Facilities

         As of  March  31,  1999,  the  Company  has a  credit  facility  with a
commercial lender which includes outstanding  borrowings of $3.3 million under a
note payable and a revolving line of credit that provides for up to $2.3 million
of total borrowings  (based on eligible  accounts  receivable).  As of March 31,
1999, the Company had outstanding  commitments totaling $2.7 million in the form
of standby letters of credit.

         The Company's credit  facilities  include covenants that impose certain
restrictions on the payment of dividends and other distributions and require the
Company to maintain  monthly  financial  covenants,  including  a minimum  quick
ratio,  tangible  net worth ratio and minimum  cash  reserves.  The minimum cash
reserves  covenant is replaced with a minimum debt service  coverage  ratio upon
six consecutive  quarters of profitability.  Borrowings are  collateralized by a
security  interest in  substantially  all of the Company's  owned assets.  As of
March 31, 1999 the Company was in compliance with its commercial credit facility
covenants.


                                       7
<PAGE>

Note 4            Geographic, Segment and Significant Customer Information

         The Company  adopted the provisions of SFAS No. 131,  Disclosure  about
Segments of an Enterprise  and Related  Information,  during 1998.  SFAS No. 131
establishes  standards  for the  reporting  by public  business  enterprises  of
information about operating segments,  products and services,  geographic areas,
and major  customers.  The method for determining  what information to report is
based on the way that  management  organizes the operating  segments  within the
Company  for  making   operational   decisions  and   assessments  of  financial
performance.  The Company's chief  operating  decision maker is considered to be
the  Company's  Chief  Executive  Officer  ("CEO").  The CEO  reviews  financial
information  presented on a  consolidated  basis  accompanied  by  disaggregated
information  about revenues by geographic  region and by product for purposes of
making operating decisions and assessing financial performance.

         The disaggregated  financial information on a product basis reviewed by
the CEO is as follows (in thousands):

                                                          Three Months Ended
                                                               March 31,
                                                       -------------------------
                                                         1999             1998
                                                       -------           -------
         Software licenses
            One-To-One Enterprise                      $ 3,827           $ 3,969
            One-To-One WebApps                           8,956             3,310
         Services                                        3,731             2,012
         Maintenance                                     1,950               788
                                                       -------           -------
         Total Company                                 $18,464           $10,079
                                                       =======           =======

         The Company sells its products and provides services  worldwide through
a direct sales  force,  independent  distributors,  value-added  resellers,  and
system integrators. It currently operates in three primary regions, the Americas
which  includes  North and South  America,  Europe  which  includes  Eastern and
Western Europe and the Middle East, and Asia/Pacific  which includes the Pacific
Rim and the Far East.

         Information  regarding the business  operations of these regions are as
follows:

                                                      Three Months Ended
                                                           March 31,
                                                  -------------------------
    (In thousands)                                  1999             1998
                                                  --------         --------

      Revenues
         Americas                                 $ 11,340         $  6,061
         Europe                                      3,962            2,779
         Asia/Pacific                                3,162            1,239
                                                  --------         --------
         Total Company                            $ 18,464         $ 10,079
                                                  ========         ========


     Identifiable assets:                         March 31,      December 31,
                                                    1999             1998
                                                  --------         --------
      Americas                                    $117,818         $ 99,343
      Europe                                         1,844            1,754
      Asia/Pacific                                     511              465
                                                  --------         --------
      Total Company                               $120,173         $101,562
                                                  ========         ========

         During the three months ended March 31,  1999,  one customer  accounted
for approximately 15% of the Company's  revenues.  During the three months ended
March 31, 1998,  two customers  accounted for  approximately  15% and 10% of the
Company's revenues, respectively.



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

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

         The Company's  core product,  BroadVision  One-To-One  Enterprise,  was
first made  commercially  available  in  December  1995.  The  Company's  latest
commercially  available  version,  Version 4.0, was made  available  for general
release on September  30, 1998 and supports  five  languages  (English,  German,
Japanese,  Chinese,  and Korean) and four major client server databases (Oracle,
Sybase,  Informix, and Microsoft SQL Server). A complementary family of packaged
application products (One-To-One Commerce,  One-To-One Financial, and One-To-One
Knowledge)  were  first  introduced  in 1997  and are  built  upon  and  tightly
integrated with the Company's core technology.  These complementary  application
products provide specifically  enhanced  functionality for the distinct customer
requirements  involved  in  managing  one-to-one  relationships  within  product
merchandising,  financial services, and knowledge management.  The Company sells
its products and services  worldwide  through  direct sales forces,  independent
distributors,  value-added  resellers,  and  system  integrators.  It also has a
global network of strategic  business  relationships  with key industry platform
and Web developer partners.


RESULTS OF OPERATIONS

                                    Revenues

   The  Company's  revenues  are derived  from  software  license  fees and fees
charged for its services.

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

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


                                       9
<PAGE>

<TABLE>
         Total Company  revenues  increased 83% during the current quarter ended
March 31, 1999 to $18.5  million as  compared  to $10.1  million for the quarter
ended March 31, 1998. A summary of the Company's  revenues by geographic  region
is as follows:

<CAPTION>
(In thousands)                   Software          %          Services            %             Total            %
                                -------------  -----------    --------------  -----------  ----------------  ----------
<S>                             <C>                 <C>       <C>                  <C>      <C>                  <C>
Quarter Ended:

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%
======================================================================================================================

March 31, 1998

   Americas                     $     4,110          56%      $     1,951           70%     $     6,061           60%
   Europe                             2,253          31               526           19            2,779           28
   Asia/Pacific                         916          13               323           11            1,239           12
----------------------------------------------------------------------------------------------------------------------

         Total                  $     7,279         100%      $     2,800          100%     $    10,079          100%
======================================================================================================================
</TABLE>

         Software  product  license  revenues  increased  76% during the current
quarter  ended March 31, 1999 to $12.8  million as compared to $7.3  million for
the quarter ended March 31, 1998.

   The increase in software license revenues is attributable to continued strong
market  acceptance  of the Company's  core  technology  (BroadVision  One-To-One
Enterprise),  expanding sales volumes of its three complementary WebApp packaged
solutions  (BroadVision  One-To-One Commerce,  BroadVision One-To-One Financial,
and BroadVision  One-To-One  Knowledge),  increasingly higher deployment license
revenues;  and to a lesser extent, product pricing increases that were effective
October 1, 1998. The WebApp packaged solutions were first introduced in 1997 and
have become an integral part of the Company's total applications  solution which
has proven to be a  successful  strategy  for a highly  evolving  and  intensely
competitive marketplace.

         Total services revenues increased 103% during the current quarter ended
March 31, 1999 to $5.7 million as compared to $2.8 million for the quarter ended
March 31, 1998.

   The increase in professional  services  revenue is a result of a higher level
of consulting  related services  associated with the increased  business volumes
and a higher level of customer  support  revenues  derived from an  increasingly
larger installed customer base.  Maintenance  revenues were $2.0 million for the
quarter ended March 31, 1999 as compared to $788,000 for the quarter ended March
31,  1998.  During the  quarter  ended  March 31,  1999,  the  Company  licensed
approximately  43  new  customers   (including  system   integration/distributor
partners),  which compares with  approximately 32 during the quarter ended March
31, 1998. As of March 31, 1999, the Company had a total  installed  license base
of over 300 customers  which  compares with over 250 as of December 31, 1998 and
over 175 as of March 31, 1998. The Company's professional services revenues as a
percentage of total revenues may decline to the extent the Company's strategy of
developing  business alliances with third parties,  such as system  integrators,
continues to expand.

   The Company  continues to make  available  newly  enhanced  applications  and
associated  tools for  industries  that require unique  one-to-one  relationship
management  functionality,  such  as  product  merchandising,  retail  financial
services,  and knowledge  management.  During May 1998, the Company expanded its
product line by  introducing a new  application  to the  BroadVision  One-To-One
family  of  products:   One-To-One  Knowledge.   In  addition,  the  BroadVision
One-To-One  Enterprise  application  product  was  significantly  enhanced  with
Version  4,  which  shipped  during  September  1998 and  enhanced  versions  of
One-To-One Commerce and One-To-One Financial Version 4 application products were
shipped during December 1998.

   Also during 1998, the Company enhanced its associated  One-To-One tools which
included the One-To-One Command Center (used by non-technical  business managers
to make rapid  changes to their Web site without a  programmer's  intervention);
the  One-To-One   Publishing   Center  (which  allows  a  distributed   team  of
non-technical content experts to collaboratively  manage every aspect of content
management),  and the One-To-One  Instant  Publisher (a tool designed for casual
content contributors).

                                       10
<PAGE>


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

   During the quarter ended March 31, 1999, the Company entered into a strategic
alliance with Hewlett-Packard  Company ("HP") to jointly develop and brand a new
generation  of  e-commerce  and  knowledge-management  solutions.  The  alliance
includes the resale and support of existing and future BroadVision products; and
the joint development, sale, and support of integrated business-portal solutions
to act as interfaces for the next-generation of enterprise customer  e-services.
HP has  committed up to $35.5  million in quarterly  installments  over the next
three and half years which consists of approximately  $24.5 million for licenses
and approximately $11 million for services. To date,  approximately $2.5 million
of the total arrangement has been recognized as revenue during the quarter ended
March 31, 1999.

   Some of the Company's other strategic alliances to date include ventures with
Macromedia  to jointly  develop the next version of its  BroadVision  One-To-One
Design  Center  product;  Cisco  Systems  to  create  unique   Cisco-BroadVision
One-To-One  reference  architecture,  configuration  guides,  and  performance /
scaleability benchmarks; S1 to jointly develop and market products based on VFM,
S1's suite of Internet-based financial services applications;  and Sema Group to
jointly  develop  and  market  BroadVision   One-To-One   applications  for  the
telecommunications sector.

   To date the Company has achieved good market  acceptance for its products and
has  experienced   continued  revenue  growth.  The  Company   anticipates  that
international  revenues  will  continue to account for a  significant  amount of
total revenues,  and management  expects to continue to commit  significant time
and financial resources to the maintenance and ongoing development of direct and
indirect  international  sales and support channels.  There can be no assurance,
however,  that the Company  will be able to  maintain or increase  international
market acceptance for its family of products.


                                Cost of Revenues

   Cost of license  revenues  includes  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.

                                               Three Months Ended March 31,
                                         ---------------------------------------
(in thousands)                            1999         %       1998          %
                                         ------       ----    ------       ----

Cost of software licenses [1]            $  747        5.8%   $  187        2.6%
Cost of services [2]                      3,322       58.5     1,620       57.9
                                         ------               ------
Total cost of revenues [3]               $4,069       22.0    $1,807       17.9
                                         ======               ======

[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  300% in absolute  dollar  terms
during the  current  quarter  ended  March 31,  1999 to  $747,000 as compared to
$187,000 for the quarter ended March 31, 1998.

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



                                       11
<PAGE>

         Cost of services  increased 105% during the current quarter ended March
31, 1999 to $3.3 million as compared to $1.6 million for the quarter ended March
31, 1998.

         The  increase in cost of services in absolute  dollar terms is a result
of expanded  business  volumes as  evidenced  by  increased  services  revenues.
Overall costs  increased as a result of additions to the Company's  professional
services  staff and the  employment of outside  consultants  to meet  short-term
consulting  arrangements.  The increase in cost of services as a  percentage  of
services  revenues  for the  quarter  ended March 31, 1999 is a result of higher
utilization of outside consultants in relation to the extent previously utilized
during the prior period.  The Company  expects that services costs will continue
to increase in absolute dollars as the Company  continues to expand its services
organization to support higher business volumes.


                    Operating Expenses and Other Income, net

   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)                            1999      % [1]     1998       % [1]
                                         -------     ----    -------     ----
Research and Development                 $ 2,901     15.7%   $ 2,033     20.2%
Sales and Marketing                        7,664     41.5      5,861     58.1
General and Administrative                 1,271      6.9        824      8.2
                                         -------     ----    -------     ----

Total Operating Expenses                 $11,836     64.1%   $ 8,718     86.5%
                                         =======     ====    =======     ====

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


         Research  and  development  expenses  increased  43% during the current
quarter ended March 31, 1999 to $2.9 million as compared to $2.0 million for the
quarter ended March 31, 1998. The increase in research and development  expenses
in absolute dollars terms is primarily attributable to personnel costs for added
headcount  within  those  operations  involved  in the  enhancement  of existing
applications  and the  development of the Company's next generation of products.
Research and development expenses, as a percentage of total revenues,  decreased
because  revenues  have  increased at a higher rate  relative to  expenses.  The
Company expects  research and development  expenses will continue to increase in
absolute dollar terms.

         Sales and marketing  expenses  increased 31% during the current quarter
ended March 31, 1999 to $7.7 million as compared to $5.9 million for the quarter
ended March 31, 1998. The increases in sales and marketing  expenses in absolute
dollar  terms  reflect  the  cost  of  hiring  additional  sales  and  marketing
personnel,  developing  and  expanding  its  sales  distribution  channels,  and
expanding  promotional  activities  and marketing  related  programs.  Sales and
marketing  expenses,  as a  percentage  of  total  revenues,  decreased  because
revenues  have  increased  at a higher rate  relative to  expenses.  The Company
expects  sales and  marketing  expenses  will  continue  to increase in absolute
dollar terms.

         General and  administrative  expenses  increased 54% during the current
quarter  ended  March 31, 1999 to $1.3  million as compared to $824,000  for the
quarter  ended  March 31,  1998.  The  increase  in general  and  administrative
expenses in absolute dollar terms is  attributable to additional  administrative
and management personnel, higher professional fees and additional infrastructure
to support the expansion of the Company's operations.



                                       12
<PAGE>

         General and administrative expenses, as a percentage of total revenues,
decreased because revenues have increased at a higher rate relative to expenses.
The  Company  expects  general  and  administrative  expenses  will  continue to
increase in absolute dollar terms.


                                  Income Taxes

         During the quarter  ended March 31, 1999,  the Company  recognized  tax
expense of $138,000 for an effective tax rate of approximately  4.5%. Due to the
Company's continuing trend of positive earnings,  the Company reversed a portion
of its  valuation  allowance  against the  previously  established  deferred tax
assets for which  realization is considered more likely than not. As of December
31, 1998, the Company has federal and state net operating loss  carryforwards of
approximately  $12,973,000  and  $5,539,000,  respectively,  available to offset
future regular and alternative minimum taxable income.


LIQUIDITY AND CAPITAL RESOURCES

          (dollars in thousands)                 March 31,       December 31,
                                                    1999             1998
                                                 ---------        ---------

          Cash and cash equivalents              $  66,932        $  61,878
                                                 =========        =========

          Working capital                        $  69,002        $  64,320
                                                 =========        =========

          Working capital ratio                    4.8 : 1          4.9 : 1
                                                 =========        =========



   At March 31, 1998, the Company had $66.9 million in cash and cash equivalents
which  represents  an increase of $5.1 million as compared to December 31, 1998.
The  Company  currently  has  no  significant  capital  commitments  other  than
obligations under equipment and operating leases and $3.3 million of outstanding
term debt under its existing credit facility with a commercial bank.

   Cash provided by operating  activities was $4.5 million for the quarter ended
March 31, 1999 as compared to cash used for operating activities of $246,000 for
the quarter ended March 31, 1998.  Cash used for investing  activities  was $1.2
million  and  $535,000  for  the  quarters   ended  March  31,  1999  and  1998,
respectively,  and was  primarily  for capital  expenditures.  Cash  provided by
financing  activities  was $1.7 million and $49.6 million for the quarters ended
March 31, 1999 and 1998,  respectively,  and consists primarily of proceeds from
the issuance of common stock.

   The Company  believes that its available cash resources,  cash generated from
operations and amounts  available under its commercial credit facilities will be
sufficient  to  meet  its  expected  working  capital  and  capital  expenditure
requirements for at least the next 12 months.

   This  estimate  is  a  forward-looking  statement  that  involves  risks  and
uncertainties,  and actual  results may vary as a result of a number of factors,
including those discussed under "Risk Factors" and elsewhere herein. The Company
may need to raise  additional  funds in order to support  more rapid  expansion,
develop new or enhanced  services,  respond to  competitive  pressures,  acquire
complementary   businesses  or   technologies,   or  respond  to   unanticipated
requirements.

   The  Company may seek to raise  additional  funds  through  private or public
sales of securities, strategic relationships, bank debt, financing under leasing
arrangements,  or otherwise. If additional funds are raised through the issuance
of equity  securities,  the  percentage  ownership  of the  stockholders  of the
Company will be reduced,  stockholders may experience  additional  dilution,  or
such equity  securities may have rights,  preferences,  or privileges  senior to
those of the holders of the Company's  Common  Stock.  There can be no assurance
that additional  financing will be available on acceptable  terms, if at all. If
adequate funds are not available or are not available on acceptable  terms,  the
Company  may be unable to develop or enhance its  products,  take  advantage  of
future  opportunities,  or respond to  competitive  pressures  or  unanticipated
requirements,  which  could  have a  material  adverse  effect on the  Company's
business, financial condition, and operating results.


                                       13
<PAGE>


FACTORS AFFECTING QUARTERLY OPERATING RESULTS

     The Company  expects to experience  significant  fluctuations  in quarterly
operating results that may be caused by many factors including,  but not limited
to, those discussed below and herein with this quarterly report on Form 10-Q, as
contained in the  Company's  annual  report on Form 10-K under the caption "Risk
Factors" and elsewhere  therein,  and as disclosed in other documents filed with
the Securities and Exchange Commission.

     Significant  fluctuations in future quarterly operating results that may be
caused by many factors  including,  among others, the timing of introductions or
enhancements  of products  and services by the Company or its  competitors,  the
length of the Company's sales cycle, market acceptance of new products, the pace
of  development  of the  market for online  commerce,  the mix of the  Company's
products  sold,  the size and  timing of  significant  orders  and the timing of
customer production or deployment, demand for the Company's products, changes in
pricing  policies by the Company or its  competitors,  changes in the  Company's
sales  incentive  plans,  budgeting  cycles  of its  customers,  customer  order
deferrals in  anticipation of new products or enhancements by the Company or its
competitors, nonrenewal of maintenance agreements, product life cycles, software
defects and other product quality problems,  changes in strategy, changes in key
personnel,  the extent of international  expansion,  seasonal trends, the mix of
distribution  channels through which the Company's products are sold, the mix of
international and domestic sales,  changes in the level of operating expenses to
support projected growth, and general economic conditions.

     The Company  anticipates that a significant portion of its revenues will be
derived  from a  limited  number  of  orders,  and the  timing  of  receipt  and
fulfillment of any such orders is expected to cause material fluctuations in the
Company's  operating  results,  particularly on a quarterly  basis. As with many
software companies,  the Company anticipates that it will make the major portion
of each  quarter's  deliveries  near the end of each  quarter  and, as a result,
short  delays in delivery of  products at the end of a quarter  could  adversely
affect operating results for that quarter. In addition,  the Company intends, in
the near term, to increase  significantly its personnel,  including its domestic
and international  direct sales force. The timing of such expansion and the rate
at  which  new  sales  people  become   productive  could  also  cause  material
fluctuations in the Company's quarterly operating results.

     Due to the foregoing factors,  quarterly revenues and operating results are
difficult  to  forecast,   and  the  Company   believes  that   period-to-period
comparisons  of its operating  results will not  necessarily  be meaningful  and
should not be relied upon as any indication of future performance.  It is likely
that the Company's future quarterly operating results from time to time will not
meet the expectations of market analysts or investors, which may have an adverse
effect on the price of the Company's Common Stock. The Company  anticipates that
its  operating  expenses will  continue to be  substantial  in relation to total
revenues as it continues the development of its technology,  increases its sales
and marketing activities,  and creates and expands its distribution channels. In
addition, the Company's limited operating history makes the prediction of future
results of operations difficult and, accordingly, there can be no assurance that
the Company will be able to sustain its revenue growth or profitability.

     The Company's limited operating history also requires that its prospects be
evaluated in light of the risks and  uncertainties  frequently  encountered by a
company  in  its  early  stages  of   development.   Some  of  these  risks  and
uncertainties  relate to the new and rapidly  evolving  nature of the markets in
which the Company  operates.  These related  market risks  include,  among other
things, the early stage of the developing online commerce market, the dependence
of  online  commerce  on  the  development  of  the  Internet  and  its  related
infrastructure,  the  uncertainty  pertaining to  widespread  adoption of online
commerce, and the risk of government regulation of the Internet. Other risks and
uncertainties facing the Company relate to the Company's ability to, among other
things, successfully implement its marketing strategies,  respond to competitive
developments, continue to develop and upgrade its products and technologies more
rapidly than its  competitors,  and  commercialize  its products and services by
incorporating  these enhanced  technologies.  There can be no assurance that the
Company will succeed in  addressing  any or all of these risks.  A more complete
description of these and other risks  relating to the Company's  business is set
forth in the  Company's  annual  report on Form 10-K  under  the  caption  "Risk
Factors" and elsewhere therein and other documents filed with the Securities and
Exchange  Commission.  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.


                                       14
<PAGE>

Year 2000 Compliance

Background and Risks - Many currently  installed  computer  systems and software
and devices with imbedded  technology are coded to two digits for time sensitive
dating purposes.  Beginning with the year 2000, these date code fields will need
to be four digit  functional in order to distinguish  between 21st century dates
and 20th century dates. For example,  computer programs that have date sensitive
software  may  incorrectly  recognize  a date using "00" as the year 1900 rather
than the year 2000. As a result, in less than a year, computer systems, software
products and devices with imbedded technology used by many companies may need to
be upgraded to comply with such "Year 2000" requirements. This type of Year 2000
error could  potentially  cause system  failures or  miscalculations  that could
disrupt  operations,  including  among  other  things a temporary  inability  to
process  transactions,  issue  invoices  or engage in  similar  normal  business
activities.  The most likely worst case scenarios could include hardware failure
and the failure of infrastructure  services provided by government  agencies and
other third parties (e.g.,  electricity,  telephone  service,  water  transport,
Internet  services,  etc.).  Although  the  Company's  products  are  Year  2000
compliant,  the Company believes that the purchasing patterns of customers could
potentially  be  affected by Year 2000 issues as  companies  expend  significant
resources  to correct or patch  their  current  software  systems  for Year 2000
compliance. These expenditures may result in reduced funds available to purchase
software  products  such as those  offered by the  Company,  which  could have a
material  adverse effect on the Company's  business,  financial  condition,  and
operating  results.  In addition,  even if the Company's  products are Year 2000
compliant,  other systems or software used by the Company's customers may not be
Year 2000 compliant.  The failure of such noncompliant  third-party  software or
systems could affect the perceived performance of the Company's products,  which
could  have a  material  adverse  effect on the  Company's  business,  financial
condition, and operating results.

State of  Readiness - The Company  utilizes  various  financial  and  managerial
information systems within its operations in the United States,  Europe and Asia
which the Company  believes to be or will be Year 2000  compliant  by the end of
1999.  As part of its  normal  course of  business,  the  Company  analyzes  its
information system  requirements in relation to its business operating goals and
strategic  objectives and expects to implement new systems during 1999 that will
be Year 2000  compliant.  The  Company is also  analyzing  its other  systems to
identify any  potential  Year 2000 issues and will take  appropriate  corrective
action  based on the  results  of such  analysis.  Such  other  systems  include
non-information  technology  systems and services utilized by the Company in its
business  operations,  such as power,  telecommunications,  security and general
facilities.  The  Company is in the  process of  completing  its  analysis as to
whether its material suppliers and vendors are Year 2000 compliant.  The Company
expects to complete its analysis of these other  systems and the  assessment  of
its third party vendor readiness by June 30, 1999.

Costs for Year 2000  Compliance  - Costs  that may be  incurred  by the  Company
pertaining to Year 2000 compliance  issues include  identification,  assessment,
remediation  and testing  efforts,  as well as potential costs to be incurred by
the Company  with  respect to Year 2000 issues of third  parties.  To date,  the
costs  incurred  by the Company  directly  related to Year 2000 issues have been
minimal, even in cases where non-compliant  information  technology systems were
redeployed or replaced. Although the Company has not completed its assessment of
all specific costs, if any, related to achieving  complete Year 2000 compliance,
management  believes such costs will not be material to the Company's  financial
condition or results of operations based on its analysis to date.

Contingency  Plans - The Company  continues  to assess  certain of its Year 2000
exposure  areas  in order to  determine  what  additional  steps,  beyond  those
identified by the Company's internal review to date, are advisable.  The Company
is currently in the process of developing a  contingency  plan for handling Year
2000 problems that are not detected and corrected prior to their occurrence. The
Company  expects to complete  its plan by June 30, 1999.  The Company  presently
believes that the Year 2000 issue will not pose significant operational problems
for the Company.  However,  any failure of the Company to adequately address any
unforeseen  Year 2000  issue  could  adversely  affect the  Company's  business,
financial condition, and results of operations.  In addition, if all of the Year
2000 issues are not properly identified, or adequate assessment, remediation and
testing are not  effected  timely with  respect to Year 2000  problems  that are
identified,  there can be no assurance that the Year 2000 issue would not have a
material  adverse  impact on the  Company's  results of  operations or adversely
affect the Company's relationships with customers,  vendors, partners or others.
Additionally,  there  can be no  assurance  that the Year  2000  issues of other
entities will not have a material  adverse  impact on the  Company's  systems or
results of operations.


                                       15
<PAGE>

ITEM 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   The  Company's  exposure to market risk for  interest  rate  changes  relates
primarily to its investment  portfolio.  The Company had no derivative financial
instruments  as of March 31, 1999 or December 31, 1998.  The Company  places its
investment portfolio in high credit quality instruments and the amount of credit
exposure to any one issue, issuer and type of instrument is limited. The Company
does not expect any material loss with respect to its investment portfolio.

   The  Company's  investment  portfolio  holdings  as of March  31,  1999  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.

   The Company is subject to market risk  relating to equity price  changes with
regards to its long-term  investment  holdings  which consist of marketable  and
non-marketable equity securities.  As of March 31, 1999, the Company's long-term
investment  holdings had a carrying value of $23.6 million, a historical cost of
value of $8.3  million and  associated  unrealized  gains of $15.3  million.


                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

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
         ----     -----------
         10.1*    Equity Incentive Plan, as amended
         10.2*    Employee Stock Purchase Plan, as amended
         10.19    Lease  dated   February  10,  1999  between  the  Company  and
                  Martin/Campus Associates, L.P.
         27       Financial Data Schedule

         *        Filed as an annex to the Company's  Proxy  Statement  filed on
                  April 12, 1999 and incorporated herein by reference


                                       16
<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 14, 1999                     /s/  Pehong Chen
      ---------------------            -----------------------------------------
                                       Pehong Chen
                                       President and Chief Executive Officer
                                       (Principal Executive Officer)


Date: May 14, 1999                     /s/  Randall C. Bolten
      ---------------------            -----------------------------------------
                                       Randall C. Bolten
                                       Vice President, Operations and Chief
                                       Financial Officer
                                       (Principal Financial and Accounting
                                       Officer)


                                       17
<PAGE>


                                          INDEX TO EXHIBITS



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

10.1*         Equity Incentive Plan, as amended

10.2*         Employee Stock Purchase Plan, as amended

10.19         Lease   dated   February   10,   1999   between  the  Company  and
              Martin/Campus Associates, L.P.

27            Financial Data Schedule



* Filed as an annex to the Company's Proxy Statement filed on April 12, 1999 and
  incorporated herein by reference

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