Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                    ---------

                                 RADVISION LTD.
             (Exact name of registrant as specified in its charter)

                  Israel                                 None
 (State or other jurisdiction of         (I.R.S. Employer Identification No.)
  incorporation or organization)

               24 Raoul Wallenberg Street, Tel Aviv, 69719, Israel
               (Address of Principal Executive Offices) (Zip Code)

                                 RADVISION LTD.
                         2000 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                                 RADVision, Inc.
                          Attn: Eugene Wolf, President
                               575 Corporate Drive
                            Mahwah, New Jersey 07430
                     (Name and address of agent for service)

                                 (201) 529-4300
          (Telephone number, including area code, of agent for service)

                                   Copies to:


       Steven J. Glusband, Esq.                       Ori Rosen, Adv.
      Carter, Ledyard & Milburn              Danziger, Klagsbald, Rosen & Co.
            2 Wall Street                          Gibor Sport Building
       New York, New York 10005                      28 Bezalel Street
            (212) 732-3200                        Ramat-Gan 52521, Israel
                                                      972-3-611-0700









                         CALCULATION OF REGISTRATION FEE

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

                                                       Proposed maximum
   Title of securities to be       Amount to be       offering price per         Proposed maximum         Amount of
          registered                registered               share           aggregate offering price  registration fee
-------------------------------------------------------------------------------------------------------------------------
                                                                                               
Ordinary Shares, par value
NIS 0.1 per share.........           20,000                  $6.9375(1)           $138,750                  $34.69
                                     ------                  ----------           --------                  ------
-------------------------------------------------------------------------------------------------------------------------

Ordinary Shares, par value
NIS 0.1 per share.........          400,000                  $6.00(1)             $2,400,000               $600.00
                                    -------                  --------             ----------               -------
-------------------------------------------------------------------------------------------------------------------------

Ordinary Shares, par value
NIS 0.1 per share.........           20,000                  $6.190(1)            $123,800                  $30.95
                                     ------                  ---------            --------                  ------
-------------------------------------------------------------------------------------------------------------------------

Ordinary Shares, par value
NIS 0.1 per share.........          150,000                  $6.156(1)            $923,400                 $230.85
                                    -------                  ---------            --------                 -------
-------------------------------------------------------------------------------------------------------------------------

Total.....................          590,000                                       $3,585,950               $896.49
                                    =======                                       ==========               =======
-------------------------------------------------------------------------------------------------------------------------


(1)  Calculated  pursuant  to Rule  457(h)  on the  basis of the  price at which
     outstanding  options  under  the 2000  Employee  Stock  Option  Plan may be
     exercised.


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

This  Registration  Statement shall become effective  immediately upon filing as
provided in Rule 462 under the Securities Act of 1933.




                                      -2-




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference the following  documents
(Commission File No. 0-29871) into this Registration Statement:


     (a)  The Registrant's  Annual Report on Form 20-F for the fiscal year ended
          December 31, 2000.

     (b)  The  description  of the  Registrant's  Ordinary  Shares  contained in
          Amendment  No.  1 to the  Registration  Statement  on Form  8-A of the
          Registrant  filed  under  the  Securities  Exchange  Act of 1934  (the
          "Exchange  Act"),  including  any  amendments or reports filed for the
          purpose of updating such description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective  amendment to this Registration  Statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and made a part  hereof from the date of filing of such
documents.

Item 4.  Description of Securities.

     Not required,  inasmuch as the Registrant's  Ordinary Shares are registered
under Section 12(g) of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Under the  Israeli  Companies  Law,  an Israeli  company  may not exempt an
office  holder from  liability  with respect to a breach of his duty of loyalty,
but may exempt in advance an office holder from his liability to the company, in
whole or in part, with respect to a breach of his duty of care.

Office Holder Insurance

     The  Registrant's  Articles of  Association  provide  that,  subject to the
provisions  of the  Israeli  Companies  Law,  the  Registrant  may enter  into a
contract for the  insurance of the  liability of any of its office  holders with
respect to:


                                      -3-






     o    a breach of his duty of care to the Registrant or to another person;

     o    a breach of his duty of loyalty to the  Registrant,  provided that the
          office holder acted in good faith and had  reasonable  cause to assume
          that his act would not prejudice the Registrant's interests; or

     o    a  financial  liability  imposed  upon him in favor of another  person
          concerning  an act  performed  by him in  his  capacity  as an  office
          holder.

Indemnification of Office Holders

     The Registrant's  Articles of Association  provide that it may indemnify an
office holder against:

     o    a financial liability imposed on him in favor of another person by any
          judgment,  including a settlement or an arbitrator's award approved by
          a court  concerning  an act  performed  in his  capacity  as an office
          holder; and

     o    reasonable litigation expenses, including attorneys' fees, expended by
          the  office  holder  or  charged  to him by a  court,  in  proceedings
          instituted  against him by the  Registrant or instituted on its behalf
          or by  another  person,  or in a  criminal  charge  from  which he was
          acquitted,  or a  criminal  charge  in  which he was  convicted  for a
          criminal  offense that does not require proof of intent,  in each case
          relating to an act performed in his capacity as an office holder.

     The  Registrant's Articles of Association also include the following:

     o    The  Registrant is authorized  to grant in advance an  undertaking  to
          indemnify an office holder,  provided that the  undertaking is limited
          to  specified  events  which  the  Board  of  Directors  deems  to  be
          anticipated and limited in amount determined by the Board of Directors
          to be reasonable under the circumstances.

     o    The  Registrant  is authorized  to indemnify  retroactively  an office
          holder.

Limitations on Insurance and Indemnification

     The Israeli  Companies  Law  provides  that a company may not  indemnify an
office holder nor enter into an insurance  contract which would provide coverage
for any monetary liability incurred as a result of any of the following:

     o    a breach by the office holder of his duty of loyalty unless the office
          holder acted in good faith and had a reasonable  basis to believe that
          the act would not prejudice the company;

     o    a breach by the  office  holder of his duty of care if the  breach was
          done intentionally or recklessly;



                                      -4-






     o    any act or omission done with the intent to derive an illegal personal
          benefit; or

     o    any fine levied against the office holder.

     In  addition,  under the Israeli  Companies  Law,  indemnification  of, and
procurement of insurance  coverage for, the Registrant's  office holders must be
approved  by its  audit  committee  and board of  directors  and,  in  specified
circumstances, by its shareholders.

     The  Registrant  has  indemnified  its office holders to the fullest extent
permitted by law. The  Registrant  currently  maintain a directors  and officers
liability  insurance  policy with a per claim and  aggregate  coverage  limit of
$15.0 million.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The Exhibit Index appears below on page 9 of this Registration Statement.

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

(1)  To file,  during  any  period in which  offers or sales are being  made,  a
     post-effective amendment to this Registration Statement:

          (i) to include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933, as amended (the "Securities Act");

          (ii) to reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  Registration  Statement  (or the most  recent
     post-effective  amendment hereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration statement;

          (iii) to include any material  information with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in the Registration Statement;

     provided,  however,  that paragraphs (i) and (ii) above do not apply if the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Securities and Exchange  Commission  (the  "Commission")  by the Registrant
     pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act that are
     incorporated by reference in this Registration Statement.

(2)  That,  for the purpose of  determining  any liability  under the Securities
     Act,  each  such  post-effective  amendment  shall  be  deemed  to be a new
     registration statement relating to the



                                      -5-




     securities offered herein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration, by means of a post-effective amendment, any of
     the securities  being  registered which remain unsold at the termination of
     the offering.

(4)  That, for purposes of determining  any liability  under the Securities Act,
     each filing of the Registrant's  annual report pursuant to Section 13(a) or
     Section 15(d) of the Exchange Act that is incorporated by reference in this
     Registration  Statement shall be deemed to be a new registration  statement
     relating  to the  securities  offered  herein,  and  the  offering  of such
     securities  at that  time  shall be  deemed  to be the  initial  bona  fide
     offering thereof.

(5)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     Registrant  pursuant  to the  provisions  described  in  Item 6  above,  or
     otherwise,  the  Registrant  has been  advised  that in the  opinion of the
     Commission,  such  indemnification is against public policy as expressed in
     the Securities Act and is,  therefore,  unenforceable.  In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.



                                      -6-




                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Tel Aviv, Israel on July 30, 2001.


                                             RADVISION LTD.


                                              By: /s/Zohar Zisapel
                                                  ----------------
                                                  Zohar Zisapel
                                              Chairman of the Board of Directors


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Gadi Tamari and David Seligman,  and each of them
severally,  his true and lawful  attorney-in-fact,  and agent each with power to
act  with or  without  the  other,  and with  full  power  of  substitution  and
resubstitution,  to execute in the name of such  person,  in his  capacity  as a
director  or  officer  of  RADvision  Ltd.,  any  and  all  amendments  to  this
Registration  Statement on Form S-8 and all instruments  necessary or incidental
in connection  therewith,  and to file the same with the Securities and Exchange
Commission,   hereby   ratifying   and   confirming   all  that   each  of  said
attorneys-in-fact,  or their  substitutes,  may do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been  signed  on July 30,  2001,  by the  following
persons in the capacities indicated.



   Signature                                  Title
   ---------                                  -----

   /s/Zohar Zisapel                           Chairman of the Board of Directors
   ----------------
   Zohar Zisapel


   /s/Gadi Tamari                             Chief Executive Officer, President
   --------------                             and Director
   Gadi Tamari


                                      -7-







   Signature                                  Title
   ---------                                  -----


   /s/Ami Amir                                Director
   -----------
   Ami Amir

   /s/David Seligman                          Chief Financial Officer
   -----------------
   David Seligman

   /s/Dan Goldstein                           Director
   ----------------
   Dan Goldstein

   /s/Efraim Wachtel                          Director
   -----------------
   Efraim Wachtel

   /s/Andreas Mattes                          Director
   -----------------
   Andreas Mattes

   /s/Liora Katzenstein                       Director
   --------------------
   Liora Katzenstein

   RADVISION, INC.

   By: /s/Eugene Wolf                         Authorized Representative
       --------------                           in the United States
       Eugene Wolf, President



                                      -8-






                                  EXHIBIT INDEX



Exhibit No.                                                             Page No.
-----------                                                             --------

 5    Opinion of Danziger, Klagsbald, Rosen & Co..............................11

23.1  Consent of Danziger, Klagsbald, Rosen & Co. (included in Exhibit (5))... -

23.2  Consent of Luboshitz Kasierer...........................................13

24    Power of Attorney (see page 7 above).................................... -




                                       -9-