SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   F O R M 6-K

           REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
                15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

                         For the month of November 2005

                                 RADVISION LTD.
                              (Name of Registrant)


               24 Raoul Wallenberg Street, Tel Aviv 69719, Israel
                     (Address of Principal Executive Office)

                  Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.

                           Form 20-F [X]    Form 40-F [ ]

                  Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

                  Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

                  Indicate by check mark whether by furnishing the information
contained in this Form, the registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.

                                 Yes [ ] No [X]

                  If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b): 82-__________

This Form 6-K is being incorporated by reference into the Registrant's Form S-8
Registration Statements File Nos. 333-45422, 333-53814, 333-55130, 333-66250,
333-82488, 333-104377, 333-116964 and 333-127013.






                                 RADVISION Ltd.

6-K Items

     1.   RADVISION  Ltd.  Condensed   Consolidated   Financial  Statements  and
          Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results  of  Operations  for the Three and Nine  Month  Periods  ended
          September 30, 2005.





                                                                          ITEM 1









                                 RADVISION LTD.

                                      INDEX


                                                                            Page
--------------------------------------------------------------------------------

I - Financial Information:

1.     Condensed Consolidated Balance Sheets as of September 30, 2005 and
           December 31, 2004..................................................2

       Condensed Consolidated Statements of Income -
           for the Three and Nine Months ended September 30, 2005 and 2004....3

       Condensed Consolidated Statements of Cash Flows -
           for the Nine Months ended September 30, 2005 and 2004..............4

       Notes to Condensed Consolidated Financial Statements...................6

2.     Management's Discussion and Analysis of
           Financial Condition and Results of Operations.....................13


3.     Quantitative and Qualitative Disclosure About Market Risk.............19










I - Financial Information

1.




                       RADVISION LTD. AND ITS SUBSIDIARIES


                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS


                            AS OF SEPTEMBER 30, 2005


                            U.S. DOLLARS IN THOUSANDS


                                    UNAUDITED




                                      INDEX


                                                                   Page
                                                                   ----

Consolidated Balance Sheets                                          2

Consolidated Statements of Income                                    3

Consolidated Statements of Cash Flows                              4-5

Notes to Consolidated Financial Statements                         6-12




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



                                             RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except share and per share data



                                                              September 30,  December 31,
                                                                   2005         2004
                                                              ------------- --------------
                                                                Unaudited       Audited
                                                              ------------- --------------
                                                                        
    ASSETS                                                                    
CURRENT ASSETS:                                                               
                                                                              
  Cash and cash equivalents                                     $  23,453     $  20,206
  Short-term bank deposits                                         15,364        11,799
  Short-term marketable securities                                 49,291        39,612
  Trade receivables (net of allowance for                                     
    doubtful accounts of $1,029 at                                            
    September 30, 2005 and $1,276 at December 31, 2004)            13,740        10,063
  Other accounts receivable and prepaid expenses                    3,843         3,900
  Inventories                                                       1,817         1,220
                                                                ---------     ---------
Total current assets                                              107,508        86,800
-----                                                           ---------     ---------
                                                                              
LONG-TERM ASSETS:                                                             
  Long-term bank deposits                                           8,291         5,384
  Long-term marketable securities                                  19,392        33,365
  Severance pay fund                                                2,790         2,733
                                                                ---------     ---------
                                                                              
Total long-term assets                                             30,473        41,482
-----                                                           ---------     ---------
                                                                              
PROPERTY AND EQUIPMENT, NET                                         3,168         2,647
                                                                ---------     ---------
GOODWILL                                                            3,019           647
                                                                ---------     ---------
OTHER INTANGIBLE ASSETS, NET                                        3,815           306
                                                                ---------     ---------
Total assets                                                    $ 147,983     $ 131,882
-----                                                           =========     =========
                                                                              
    LIABILITIES AND SHAREHOLDERS' EQUITY                                      
                                                                              
CURRENT LIABILITIES:                                                          
                                                                              
  Trade payables                                                $   2,988     $   1,939
  Deferred revenues                                                 7,787         7,517
  Accrued expenses and other accounts payable                      12,004        11,949
                                                                ---------     ---------
Total current liabilities                                          22,779        21,405
-----                                                           ---------     ---------
                                                                              
ACCRUED SEVERANCE PAY                                               3,706         3,701
                                                                ---------     ---------
Total liabilities                                                  26,485        25,106
-----                                                           ---------     ---------
                                                                              
SHAREHOLDERS' EQUITY:                                                         
  Ordinary shares of NIS 0.1 par value:                                       
    Authorized - 25,000,000 shares at September 30, 2005                      
    and December 31, 2004; Issued - 21,311,181 and 20,569,018                 
    shares at September 30, 2005 and December 31, 2004,                       
    respectively; Outstanding - 21,311,181 and 20,569,018                     
    shares at September 30, 2005 and December 31, 2004,                       
    respectively                                                      207           196
  Additional paid-in capital                                      112,638       107,267
  Retained earnings (accumulated deficit)                           8,653          (687)
                                                                ---------     ---------
Total shareholders' equity                                        121,498       106,776
-----                                                           ---------     ---------
                                                                              
Total liabilities and shareholders' equity                      $ 147,983     $ 131,882
-----                                                           =========     =========
                                                                    


The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                       2




                                             RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
--------------------------------------------------------------------------------
U.S. dollars in thousands, except per share data


                                           Nine months ended  Three months ended
                                              September 30,      September 30,
                                         -------------------- -----------------
                                          2005     *)2004       2005      2004
                                         -------   --------   -------   -------
                                                              Unaudited
                                         --------------------------------------

Revenues                                 $52,842   $46,674    $19,089   $16,708
                                         -------   -------    -------   -------

Operating costs and expenses:
   Cost of revenues                        9,280     9,921      3,401     3,426
  Research and development                14,880    12,945      5,171     4,883
  Marketing and selling                   17,928    18,269      6,165     6,305
  General and administrative               3,476     3,663      1,165     1,213
                                         -------   -------    -------   -------

Total operating costs and expenses        45,564    44,798     15,902    15,827
-----                                    -------   -------    -------   -------

Operating income                           7,278     1,876      3,187       881
Financial income, net                      2,103     1,344        774       500
                                         -------   -------    -------   -------
Income before taxes on income              9,381     3,220      3,961     1,381
Taxes on income                               41         -         11         -
                                         -------   -------    -------   -------
Net income                               $ 9,340   $ 3,220    $ 3,950   $ 1,381
                                         =======   =======    =======   =======
Basic net earnings per Ordinary share    $  0.45   $  0.16    $  0.19   $  0.07
                                         =======   =======    =======   =======
Diluted net earnings per Ordinary share  $  0.42   $  0.15    $  0.18   $  0.07
                                         =======   =======    =======   =======



*)   Restated (see Note 1c).


The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                       3





                                             RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
U.S. dollars in thousands


                                                                                            Nine months ended
                                                                                              September 30,
                                                                                     --------------------------------
                                                                                          2005             *)2004
                                                                                     --------------    --------------
                                                                                                Unaudited
                                                                                     --------------------------------
                                                                                                     
   Cash flows from operating activities:
   -------------------------------------
   Net income                                                                            $  9,340          $  3,220
   Adjustments to reconcile net income to net cash provided by 
     operating activities:
     Depreciation and amortization                                                          1,919             1,971
     Gain on sale of property and equipment                                                   (13)               (3)
     Accrued interest and amortization of premium on held-to-maturity 
       marketable securities and bank deposits                                                193             1,236
     Increase in trade receivables, net                                                    (3,677)           (1,924)
     Decrease (increase) in other accounts receivable and prepaid expenses                    184              (665)
     Increase in inventories                                                                 (597)             (158)
     Increase in trade payables                                                             1,049             1,024
     Increase in deferred revenues                                                            220             1,644
     Decrease in severance pay, net                                                           (52)             (119)
     Increase (decrease) in accrued expenses and other accounts payable                      (245)              909
                                                                                         --------          --------
 Net cash provided by operating activities                                                  8,321             7,135
                                                                                         --------          --------
 Cash flows from investing activities:
 -------------------------------------
   Proceeds from redemption of held-to-maturity marketable securities                      19,825            28,415
   Purchase of held-to-maturity marketable securities                                     (15,822)          (27,885)
   Proceeds from withdrawal of bank deposits                                               11,320            17,120
   Purchase of bank deposits                                                              (17,694)          (19,902)
   Purchase of property and equipment                                                      (1,538)           (1,728)
   Proceeds from sale of property and equipment                                                19                13
   Purchase of VisioNex, net (1b)                                                               -            (1,320)
   Purchase of FVC's assets, net (1a)                                                      (7,001)                -
                                                                                         --------          --------
 Net cash used in investing activities                                                    (10,891)           (5,287)
                                                                                         --------          --------

 Cash flows from financing activities:
 -------------------------------------
   Issuance of Ordinary shares and treasury stock for cash upon 
   exercise of options                                                                          -             2,611
   Exercise of options by employees                                                         5,817                 -
                                                                                         --------          --------  
 Net cash provided by financing activities                                                  5,817             2,611
                                                                                         --------          --------  
 Increase in cash and cash equivalents                                                      3,247             4,459
 Cash and cash equivalents at beginning of period                                          20,206            16,433
                                                                                         --------          --------  
 Cash and cash equivalents at end of period                                              $ 23,453          $ 20,892
                                                                                         ========          ========  




*)   Restated (see Note 1c).

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                       4





                                             RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
U.S. dollars in thousands




                                                                                            Nine months ended
                                                                                              September 30,
                                                                                         -------------------------
                                                                                            2005          *)2004
                                                                                         ----------     ----------
                                                                                                Unaudited
                                                                                         -------------------------
 Supplemental disclosure of non-cash flow 
  from investing and financing activities:
  ----------------------------------------
                                                                                                     
   Issuance of Ordinary shares upon sale of treasury stock                               $     -           $   (73)
                                                                                         =======           =======       
   Loss on issuance of Ordinary shares upon sale of treasury stock                       $     -           $ 1,020
                                                                                         =======          ========
   Receivables on account of shares                                                      $    40           $     -
                                                                                         =======          ========


*)   Restated (see Note 1c).



(1)  Supplemental disclosure of cash flow information:
     ------------------------------------------------
 
     a.   In March  2005,  the  Company  acquired  the  assets of First  Virtual
          Communication Inc. ("FVC").  The net fair value of the assets acquired
          and the liabilities assumed at the date of acquisition was as follows:


       Working capital, excluding cash and cash equivalents           $    212
       Property and equipment                                               57
       Technology                                                        3,295
       Distribution network                                              1,065
       Goodwill                                                          2,372
                                                                      --------
                                                                      $  7,001
                                                                      ========


     b.   In July 2004, the Company acquired the assets of VisioNex Technologies
          Inc.  ("VisioNex").  The net fair value of the assets  acquired was as
          follows:

       Technology                                                      $   673
       Goodwill                                                            647
                                                                       -------
                                                                      
                                                                       $ 1,320
                                                                       =======

                                       5








                                             RADVISION LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands

NOTE 1:- GENERAL

          a.   Radvision Ltd. (the "Company"), an Israeli corporation,  designs,
               develops  and  supplies   products  and  technology  that  enable
               real-time  voice,  video  and  data  communications  over  packet
               networks,  including the Internet and other networks based on the
               Internet Protocol.

               The Company's  products and  technology are used by its customers
               to develop systems that enable  enterprises and service providers
               to use packet  networks for  real-time IP  ("Internet  Protocol")
               communications.

               The  Company  operates  under  two  reportable  segments:  1) the
               "Networking" business unit ("NBU"), which focuses on a networking
               product and is responsible for developing networking products for
               IP-centric voice,  video and data conferencing  services;  and 2)
               the "Technology" business unit ("TBU"), which focuses on creating
               developer toolkits for the underlying IP communication  protocols
               and testing tools needed for real-time voice and video over IP.

               The Company has six wholly-owned subsidiaries:  Radvision Inc. in
               the United States,  Radvision HK in Hong Kong,  Radvision U.K. in
               the  United  Kingdom,  Radvision  Japan  KK  in  Japan  that  are
               primarily engaged in selling and marketing the Company's products
               and technology, Radvision Communication Development (Beijing) Co.
               Ltd.  in  China  that  is  primarily   engaged  in  research  and
               development,  and Radvision  B.V., in the  Netherlands  that is a
               holding company.

          b.   Acquisition of assets of First Virtual Communication Inc.:

               Following  a bidding  process  held  under the  supervision  of a
               United   States    Bankruptcy   Court,   the   Company   acquired
               substantially  all of the  assets  of FVC  and  its  wholly-owned
               subsidiary,  CUseeMe Networks,  Inc. on an "as is" basis on March
               15,  2005.  FVC creates  leading  software  products  that enable
               interactive  voice,  video and data  collaboration  over IP-based
               networks.  The cash purchase price,  including transaction costs,
               for the acquisition was $7,496.

               The  acquisition  was  accounted  under  the  purchase  method of
               accounting. Accordingly, all assets and liabilities were recorded
               at their  estimated  market values as of the date  acquired,  and
               results  of  FVC's   operations   have  been   included   in  the
               consolidated  financial  statements  commencing  from the date of
               acquisition

               Based upon a  preliminary  valuation of tangible  and  intangible
               assets acquired,  the Company has allocated the total cost of the
               acquisition to FVC net assets as follows:

               Tangible assets acquired (including cash and 
                 cash equivalents)                                  $    764
               Intangible assets:
                  Technology                                           3,295
                  Distribution networks                                1,065
                  Goodwill                                             2,372
                                                                    --------
                     Total consideration                            $  7,496
                                                                    ========

                                        6








                                             RADVISION LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands

NOTE 1:- GENERAL (Cont.)

          c.   Restatement of previously-issued financial statements:

               As  described  in  Note  13 to  the  Company's  annual  financial
               statements  and in the  Company's  Form  20-F for the year  ended
               December 31, 2004,  in January 2001,  the Company  entered into a
               lease  agreement with related parties for a period of five years.
               Subsequently,   the  Company   surrendered  the  property  before
               inception  of the  lease.  The  parties  to the  lease  agreement
               disputed  the extent of damages  caused by this action and agreed
               to proceed  to  binding  arbitration.  The  presiding  arbitrator
               issued his ruling on February  12,  2004,  stating the amount the
               Company  owed was $ 400.  The  Company had  previously  accrued a
               liability of $ 1,461 in respect of the aforementioned dispute.

               Prior to the issuance of the arbitration  ruling, the Company had
               announced its 2003 financial  results,  but had not yet filed its
               annual report on Form10-K for the year ended December 31, 2003.

               In the 2003 audited financial statements,  the arbitration ruling
               was  treated  as a "Type  II" event as  defined  in AU 560 of the
               PCAOB  auditing  standards  ("AU  560")  and,   accordingly  full
               disclosure  concerning the event was provided in the 2003 audited
               financial  statements  while no  revision  was made to the $1,461
               accrual.

               In the process of preparing the financial statements for the year
               ended  December 31, 2004, the  accounting  treatment  relating to
               this event was  reconsidered  and  consequently  it was concluded
               that  the   arbitration   ruling  issued  on  February  14,  2004
               represents a "Type I" event  according to AU 560, due to the fact
               that the above ruling,  which became available  subsequent to the
               period  covered  by the 2003  financial  statements,  but  before
               issuance  of  such  financial  statements,   provided  additional
               evidence with respect to conditions  that existed on December 31,
               2003 and affected  estimates used in preparing the 2003 financial
               statements. Consequently, the estimated provision relating to the
               aforementioned  dispute was revised  from $ 1,461 to $ 400 in the
               2003  fiscal  year and the  financial  statements  were  restated
               accordingly.

               As  a  result  of  this   restatement,   the   Company   recorded
               restructuring  income of $ 1,061 in the year ended  December  31,
               2003,  resulting in increased  net income and  decreased  accrued
               expenses in that amount.

               The impact of the aforementioned  restatement with respect to the
               financial  statements  as of September  30, 2004 and for the nine
               month period then ended is summarized below:

                                       7








                                             RADVISION LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except share and per share data

NOTE 1:- GENERAL (Cont.)

          Statement of income data:



                                                                              Nine months ended
                                                                        September 30, 2004 (unaudited)
                                                              ---------------------------------------------------
                                                               Previously                                As
                                                                reported          Adjustment          restated
                                                              -----------       ----------------    -------------
                                                                                            
          Restructuring income                                $  1,061           $  (1,061)          $     -
                                                              ===========        =============       =========== 
          Operating income                                    $  2,937           $  (1,061)          $ 1,876
                                                              ===========        =============       =========== 
          Net income                                          $  4,281           $  (1,061)          $ 3,220
                                                              ===========        =============       =========== 
          Basic net earnings per Ordinary share               $   0.22           $   (0.06)          $  0.16
                                                              ===========        =============       =========== 
          Basic and diluted net loss per Ordinary share       $   0.20           $   (0.05)          $  0.15
                                                              ===========        =============       =========== 


          Cash flow data:


                                                                              Nine months ended
                                                                       September 30, 2004 (unaudited)
                                                              --------------------------------------------------
                                                               Previously                              As
                                                                reported         Adjustment         restated
                                                              --------------    --------------    -------------
                                                                                          
          Net income                                          $  4,281           $  (1,061)        $ 3,220
                                                              ============       ============      ===========  
          Accrued expenses                                    $   (152)          $   1,061         $   909
                                                              ============       ============      ===========  
          Net cash provided by operating activities           $  7,135           $       -         $ 7,135
                                                              ============       ============      ===========  



                                       8




                                             RADVISION LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands

NOTE 1:- GENERAL (Cont.)

          d.   New accounting pronouncements:

               In December 2004, the Financial Accounting Standards Board issued
               Statement  of  Financial   Accounting   Standards   No.   123(R),
               "Share-Based Payment" ("Statement No. 123R"), which is a revision
               of Statement  No. 123 and  supersedes  APB No. 25. The  Statement
               addresses the accounting for  transactions in which an enterprise
               receives employee services in exchange for (a) equity instruments
               of the enterprise or (b)  liabilities  that are based on the fair
               value  of the  enterprise's  equity  instruments  or that  may be
               settled by the issuance of such equity instruments. The Statement
               eliminates  the ability to account for  share-based  compensation
               transactions  using  APB No.  25,  and  generally  would  require
               instead that such  transactions  be  accounted  for using a grant
               date fair-value  based method.  Companies will now be required to
               recognize an expense for compensation cost related to share-based
               payment  arrangements  including stock options and employee stock
               purchase  plans.  In March  2005,  the  Securities  and  Exchange
               Commission  ("SEC")  issued  Staff  Accounting  Bulletin No. 107,
               "Share-Based   Payment"  ("SAB  107"),   which  provided  further
               clarification  on the  implementation  of Statement  No. 123R. In
               April 2005, the SEC announced a deferral of the effective date of
               Statement No. 123R for calendar year  companies  until January 1,
               2006.  It is expected  that the new rules of  Statement  No. 123R
               will be applied on a modified  perspective  basis. The Company is
               currently   evaluating   option   valuation   methodologies   and
               assumptions  in light of Statement No. 123R and SAB 107.  Current
               estimates  of option  values using the  Black-Scholes  method (as
               shown in Note 2c) may not be indicative of results from valuation
               methodologies ultimately adopted by the Company.


NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

          The significant  accounting  policies  applied in the annual financial
          statements  of  the  Company  as of  December  31,  2004  are  applied
          consistently in these financial statements.

          a.   Use of estimates:

               The  preparation  of  financial  statements  in  conformity  with
               generally accepted  accounting  principles requires management to
               make estimates and assumptions  that affect the amounts  reported
               in  the  financial  statements  and  accompanying  notes.  Actual
               results could differ from those estimates.

          b.   For  further  information,  refer to the  consolidated  financial
               statements as of December 31, 2004.

          c.   Accounting for stock-based compensation:

               The  Company has elected to follow  Accounting  Principles  Board
               Opinion No. 25,  "Accounting for Stock Issued to Employees" ("APB
               No.  25") and FASB No.  Interpretation  No. 44,  "Accounting  for
               Certain Transactions Involving Stock Compensation" ("FIN No. 44")
               in accounting for its employee stock option plans.  Under APB No.
               25, when the exercise  price of the  Company's  stock  options is
               less than the market price of the  underlying  shares on the date
               of grant, compensation expense is recognized.

                                        9







                                             RADVISION LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except share and per share data

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

               Under  Statement  of  Financial   Accounting  Standard  No.  123,
               "Accounting for Stock-Based  Compensation"  ("SFAS No. 123"), pro
               forma information regarding net income and net earnings per share
               is  required,  and has  been  determined  as if the  Company  had
               accounted  for its employee  stock  options  under the fair value
               method of SFAS No.  123.  The fair  value for  these  options  is
               amortized  over their vesting period and estimated at the date of
               grant  using a Black - Scholes  Option  Valuation  Model with the
               following  weighted-average  assumptions  for the nine months and
               three months ended September 30, 2005 and 2004:


                                                                  Nine months ended                Three months ended
                                                                    September 30,                    September 30,
                                                             -----------------------------    -----------------------------
                                                                 2005            2004             2005            2004
                                                             ------------    -------------    -------------   -------------
                                                                                       Unaudited
                                                             --------------------------------------------------------------
                                                                                                        
                     Risk free interest                           3.88%           3.38%            3.94%           3.29%
                     Dividend yields                              0%              0%               0%              0%
                     Volatility                                   0.377           0.424            0.359           0.43
                     Expected life (years)                        3               4                3               4


               Pro forma information under SFAS No. 123:


                                                                  Nine months ended                Three months ended
                                                                    September 30,                    September 30,
                                                             -----------------------------    -----------------------------
                                                                 2005           *)2004            2005            2004
                                                             ------------    -------------    -------------   -------------
                                                                                       Unaudited
                                                             --------------------------------------------------------------
                                                                                                    
                     Net income as reported                    $   9,340       $    3,220       $   3,950       $    1,381
                     Less - stock-based compensation
                        expense determined under fair
                        value method for all awards                2,689            2,578             984             846
                                                             ------------    -------------    -------------   -------------
                     Pro forma net income                      $   6,651       $      642       $   2,966       $      535
                                                             ============    =============    =============   =============
                     Basic net earnings per share, as       
                        reported                               $    0.45       $    0.16        $    0.19       $    0.07
                                                             ============    =============    =============   =============
                     Pro forma basic net earnings per        
                        share                                  $    0.32       $    0.03        $    0.14       $    0.03
                                                             ============    =============    =============   =============
                     Basic diluted net earnings per          
                        share, as reported                     $    0.42       $    0.15        $    0.18       $    0.07
                                                             ============    =============    =============   =============
                     Pro forma diluted net earnings per
                        share                                  $    0.31       $    0.03        $    0.14       $    0.03
                                                             ============    =============    =============   =============



                    *)   Restated (see Note 1c).



                                       10








                                             RADVISION LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands

NOTE 3:- UNAUDITED INTERIM FINANCIAL STATEMENTS

          The accompanying  unaudited interim consolidated  financial statements
          have been prepared in accordance  with generally  accepted  accounting
          principles for interim financial information. Accordingly, they do not
          include  all the  information  and  footnotes  required  by  generally
          accepted accounting principles for complete financial  statements.  In
          the  opinion of  management,  all  adjustments  (consisting  of normal
          recurring accruals)  considered necessary for a fair presentation have
          been included.  Operating  results for the nine months ended September
          30, 2005, are not necessarily  indicative of the results of operations
          that may be expected for the year ended December 31, 2005.


NOTE 4:- INVENTORIES

                                               September 30,    December 31,
                                                   2005             2004
                                               -------------    -------------
                                                 Unaudited         Audited
                                               -------------    -------------

             Raw materials                     $      1,655     $      1,091
             Finished products                          162              129
                                               -------------    -------------
                                               $      1,817     $      1,220
                                               =============    =============


NOTE 5:- ACCRUED EXPENSES AND OTHER ACCOUNTS PAYABLE

                                               September 30,    December 31,
                                                   2005             2004
                                               -------------    -------------
                                                  Unaudited         Audited
                                               -------------    -------------

             Employees and related accruals    $      3,472     $      2,408
             Accrued expenses                         8,532            9,541
                                               -------------    -------------
                                               $     12,004     $     11,949
                                               =============    =============


                                       11





                                             RADVISION LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands

NOTE 6:- SEGMENTS AND CUSTOMER INFORMATION



                                                             Nine months ended                   Three months ended
                                                               September 30,                       September 30,
                                                      ---------------------------------   ---------------------------------
                                                           2005              2004              2005              2004
                                                      ---------------   ---------------   ---------------   ---------------
                                                                                   Unaudited
                                                      ---------------------------------------------------------------------
                                                                                                
              Revenues:
                 NBU                                  $   36,145        $   32,838        $   13,529        $   11,374
                 TBU                                      16,697            13,836             5,560             5,334
                                                      ---------------   ---------------   ---------------   ---------------
              Total revenues                          $   52,842        $   46,674        $   19,089        $   16,708
                                                      ===============   ===============   ===============   ===============
              Cost of revenues:
                 NBU                                  $    8,085        $    8,957        $    2,941        $    3,053
                 TBU                                       1,195               964               460               373
                                                      ---------------   ---------------   ---------------   ---------------
              Total cost of revenues                  $    9,280        $    9,921        $    3,401        $    3,426
                                                      ===============   ===============   ===============   ===============



NOTE 7:- EARNINGS PER SHARE

          The following  table sets forth the  calculation  of basic and diluted
          earnings per share:



                                                             Nine months ended                 Three months ended
                                                               September 30,                      September 30,
                                                     ---------------------------------- ----------------------------------
                                                           2005             2004              2005             2004
                                                     ---------------------------------- ---------------- -----------------
                                                                                  Unaudited
                                                     ---------------------------------------------------------------------
                                                                                                  
               Numerator:

                 Net income                            $    9,340          $    3,220        $    3,950       $    1,381
                                                      ============       =============     ============     =============

               Number of shares:

               Denominator:
                 Denominator for basic earnings per
                   share - weighted average of
                   Ordinary shares                     20,976,682          19,682,936        21,220,854       19,853,872
               Effect of dilutive securities:
                 Employee stock options and
                   unvested restricted shares           1,063,116           1,689,127           844,405        1,295,129
                                                      ------------       -------------     ------------     -------------
                                                       22,039,798          21,372,063        22,065,259       21,149,001
                                                      ============       =============     ============     =============



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

                                       12









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

This information should be read in conjunction with the condensed consolidated
financial statements and notes included in the Condensed Consolidated Financial
Statements for the Three and Nine Months ended September 30, 2005 included
herein and the audited financial statements and notes thereto and Item 5.
Operating And Financial Review And Prospects contained in our 2004 Annual Report
on Form 20-F. The discussion and analysis which follows may contain trend
analysis and other "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, and within the Private Securities Litigation Reform Act of
1995, as amended. Such forward-looking statements reflect our current views with
respect to future events and financial results. These include statements
regarding our earnings, projected growth and forecasts, and similar matters that
are not historical facts. Forward-looking statements usually include the verbs,
"anticipates," "believes," "estimates," "expects," "intends," "plans,"
"projects," "understands" and other verbs suggesting uncertainty. We remind
shareholders that forward-looking statements are merely predictions and
therefore are inherently subject to uncertainties and other factors that could
cause the actual results, performance, levels of activity, or our achievements,
or industry results, to differ materially from those expressed or implied by the
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. We
undertake no obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. We have attempted
to identify additional significant uncertainties and other factors affecting
forward-looking statements in the section entitled "Risk Factors" and elsewhere
in our 2004 Annual Report on Form 20-F.

Overview

We are the industry's leading provider of high quality, scalable and easy-to-use
products and technologies for videoconferencing, video telephony, and the
development of converged voice, video and data over Internet Protocol, or IP,
and 3G networks. We have approximately 450 customers worldwide including
Alcatel, Cisco, FastWeb, NTT/DoCoMo, Philips, Panasonic, Samsung, Shanghai Bell,
Siemens, Sony and Tandberg. Hundreds of thousands of end-users around the world
today communicate over a wide variety of networks using products and solutions
based on or built around our multimedia communication platforms and software
development solutions.

We have two separate business units corresponding to our two product lines to
enable our product development and product marketing teams to respond quickly to
evolving market needs with new product introductions.

Our Networking Business Unit, or NBU, offers one of the broadest and most
complete set of multimedia communication and videoconferencing network solutions
for IP, ISDN, SIP and 3G-based networks, supporting most end points in the
industry today. These products are sold primarily to resellers and OEMs who use
this infrastructure to develop and install advanced IP and ISDN-based
communication systems for enterprise customers. The NBU also provides service
providers, both 3G wireless and wireline, with integrated solutions that enable
the delivery of converged IP-based multimedia streaming and video telephony
applications to

                                       13








corporate customers as a managed service, residential broadband customers, and
3G subscribers worldwide.

Our Technology Business Unit, or TBU, is a one-stop shop of voice and video over
IP and 3G Development toolkits. The TBU provides protocol development tools and
platforms, as well as associated solutions such as testing platforms and IP
phone toolkits that enable equipment vendors and service providers to develop
and deploy new IP and 3G-based converged networks, services, and technologies.
Our TBU also provides professional services to our customers, assisting them
with integrating our technology into their products. RADVISION's TBU solutions
include developer toolkits for SIP, MEGACO/H.248, MGCP, H.323, and 3G-324M. It
also includes RADVISION's ProLab(TM) Test Management Suite and IP phone toolkit.
RADVISION toolkits have been implemented in a wide range of environments from
chipsets to simple user devices like IP phones, and from integrated video
systems through carrier class network devices like gateways, switches, soft
switches and 3G multimedia gateways.

Following a bidding process held under the supervision of a United States
Bankruptcy Court, we acquired substantially all of the assets of First Virtual
Communications, Inc, or FVC, and its wholly owned subsidiary, CUseeMe Networks,
Inc. on an "as is" basison March 15, 2005. The transaction, provided for a cash
purchase price of $7,150,000. We have hired approximately thirty-one former
employees of FVC that were based in Nashua, New Hampshire and hired the former
Chief Executive Officer of FVC on a consulting basis. These employees are
involved in marketing, selling and supporting the acquired FVC products. We
acquired leading software products that enable interactive voice, video and data
collaboration over IP-based networks. The products provide cost-effective,
integrated end-to-end solutions for large-scale deployments from the desktop to
the conference room and also enable best-of-breed collaborative conferencing
solutions to be extended to ISDN and ATM networks. FVC's Click to Meet(TM)
product provides integrated and scalable desktop conferencing solutions. Click
to Meet products are fully integrated with a single software architecture
consisting of the Conference Server, the Conference Client and the Middleware to
tie them together. Click to Meet products are widely deployed worldwide and
offer a robust set of functionalities.

Our Strategy

Our goal is to be the leading provider of solutions that enable real-time
multimedia (voice, video and data) collaboration and communication over packet
networks. We provide solutions at every level - protocol developer toolkits,
professional services, network infrastructure, as well as integrated solutions
that compliment the communication solutions of other vendors such as those from
Cisco, Sony, Microsoft and Alcatel. We believe that the combination of offering
IP-centric networking products, along with software toolkits, positions us as a
key enabling vendor in the evolution of IP communications. Both of our product
lines are essential for building IP networks that support real time voice and
video communication with full interoperability with legacy ISDN/PSTN networks
and technologies.

                                       14






Results of Operations

The following table presents, as a percentage of total revenues, condensed
statements of operations data for the periods indicated:




                                                         Three months            Nine months
                                                        ended Sept. 30,         ended June 30,
                                                      -------------------     ---------------------  
                                                        2005       2004        2005      *)2004
                                                      -------     ------      ------     --------   
                                                                       Unaudited
                                                      ---------------------------------------------
                                                                             
Revenues                                               100%       100%        100%       100%
Operating costs and expenses:
   Cost of revenues.............................        17.8       20.5        17.6       21.3
   Research and development.....................        27.1       29.2        28.2       27.7
   Marketing and selling........................        32.3       37.7        33.9       39.1
   General and administrative...................         6.1        7.3         6.6        7.8
 Total operating expenses.......................        83.3       94.7        86.3       95.9
Operating Income  ..............................        16.7        5.3        13.7        4.1
Financial income, net...........................         4.1        3.0         4.0        2.9
Net income......................................        20.8        8.3        17.7        7.0



*) Restated (see Note 1c to the condensed consolidated financial statements).



Three Months Ended September 30, 2005 Compared with Three Months Ended September
30, 2004

Revenues. We generate revenues from sales of our networking products that are
primarily sold in the form of stand-alone products, and our technology products
that are primarily sold in the form of software development kits, as well as
related maintenance and support services. We generally recognize revenues from
the sale of our products upon shipment and when collection is probable. Revenues
generated from maintenance and support services are deferred and recognized
ratably over the period of the term of service. We price our networking products
on a per unit basis, and grant discounts based upon unit volumes. We price our
software development kits on the basis of a fixed-fee plus royalties from
products developed using the software development kits. We sell our products and
technology through direct sales and various indirect distribution channels in
the Americas, Europe, and Asia Pacific.

Our revenues increased from $16.7 million for the three months ended September
30, 2004 to $19.1 million for the three months ended September 30, 2005. This
increase was due to a $300,000 increase in sales of our technology products and
a $2.1 million increase in sales of our networking products. The results
primarily reflect increased sales in the Americas.

Revenues from networking products increased from $11.4 million for the three
months ended September 30, 2004 to $13.5 million for the three months ended
September 30, 2005, an increase of 2.1 million or 18.9%.

                                       15






Revenues from technology products increased from $5.3 million for the three
months ended September 30, 2004 to $5.6 million for the three months ended
September 30, 2005. Revenues from licenses decreased from $2.2 million in the
three months ended September 30, 2004 to $2.1 million in the three months ended
September 30, 2005. Maintenance revenues increased from $1.5 million in the
three months ended September 30, 2004 to $1.8 million in the three months ended
September 30, 2005. Revenues from royalties increased from $1.0 million in the
three months ended September 30, 2004 to $1.2 in the three months ended
September 30, 2005. Revenues from professional services with respect to research
and development decreased from $550,000 in the three months ended September 30,
2004 to $400,000 in the three months ended September 30, 2005.

Revenues from sales to customers in the Americas increased from $7.9 million, or
47.1% of revenues, for the three months ended September 30, 2004 to $11.1
million, or 58.3% of revenues for the three months ended September 30, 2005, an
increase of $3.2 million, or 41.4%. This increase in sales to customers in the
Americas was primarily attributable to increased sales to Cisco and non-Cisco
channels and due to revenues from Click to Meet.

Revenues from sales to customers in Europe and the Middle East decreased from
$5.0 million for the three month period ended September 30, 2004, or 29.7% of
revenues, to $4.5 million, or 23.8% of revenues, for the three months ended
September 30, 2005.

Revenues from sales to customers in the Asia Pacific region decreased from $3.8
million, or 22.7% of revenues, for the three months ended September 30, 2004 to
$3.2 million, or 16.7% of revenues, for the three months ended September 30,
2005 This decrease in sales to customers in the Asia Pacific region was
primarily attributable to lower then expected sales in China.

Cost of Revenues. Cost of revenues remained constant at $3.4 million for the
three month periods ended September 30, 2004 and 2005. Gross profit as a
percentage of revenues increased from 79.5% for the three months ended September
30, 2004 to 82.2% for the three months ended September 30, 2005, due to Click To
Meet product sales that have higher profit margin and due to a different mix of
NBU products.

Research and Development. Research and development expenses increased from $4.9
million for the three months ended September 30, 2004 to $5.2 million for the
three months ended September 30, 2005, an increase of $300,000 or 6.1%. This
increase was primarily attributable to an increase in the number of research and
development personnel, mainly due to the FVC acquisition.

Marketing and Selling. Marketing and selling expenses decreased from $6.3
million for the three months ended September 30, 2004 to $6.2 million for the
three months ended September 30, 2005, a decrease of $100,000 or 1.6%. Marketing
and selling expenses as a percentage of revenues decreased from 37.7% for the
three months ended September 30, 2004 to 32.3% for the three months ended
September 30, 2005.

General and Administrative. General and administrative expenses remained
constant at $1.2 million for the three months ended September 30, 2004 and 2005.
General and administrative expenses as a percentage of revenues decreased from
7.3% for the three months ended September 30, 2004 to 6.1% for the three months
ended September 30, 2005.

                                       16








Operating Income. Our operating income increased from $881,000 for the three
months ended September 30, 2004 to $3.2 million for the three months ended
September 30, 2005.

Financial Income. We recorded financial income of $500,000 for the three months
ended September 30, 2004 compared to $800,000 for the three months ended
September 30, 2005. This income was principally derived from the investment of
the proceeds of our March 2000 initial public offering, cash generated from
operating activities and exercise of options by employees. The increase was
principally a result of higher prevailing interest rates.

Nine Months Ended  September 30, 2005 Compared with Nine Months Ended  September
30, 2004

Revenues. Our revenues increased from $46.7 million for the nine months ended
September 30, 2004 to $52.8 million for the nine months ended September 30,
2005. This increase was due to a $2.8 million increase in sales of our TBU
products and a $3.3 million increase in sales of our networking products. The
result reflects better than expected sales with increased sales in the Americas
and Asia Pacific.

Revenues from networking products increased from $32.8 million for the nine
months ended September 30, 2004 to $36.1 million for the nine months ended
September 30, 2005, an increase of $3.3 million, or 10.1%.

Revenues from technology products increased from $13.9 million for the nine
months ended September 30, 2004 to $16.7 million for the nine months ended
September 30, 2005. Revenues from licenses increased from $6.0 million in the
nine months ended September 30, 2004 to $7.5 million in the nine months ended
September 30, 2005. Maintenance revenues increased from $3.6 million in the nine
months ended September 30, 2004 to $5.0 million in the nine months ended
September 30, 2005. Revenues from royalties increased from $2.8 million for the
nine months ended September 30, 2004 to $3.0 million for the nine months ended
September 30, 2005. Revenues from professional services with respect to research
and development decreased from $1.4 in the nine months ended September 30, 2004
to $1.2 in the nine months ended September 30, 2005.

Revenues from sales to customers in the Americas increased from $23.3 million,
or 49.9% of revenues, for the nine months ended September 30, 2004 to $28.2
million, or 53.3% of revenues for the nine months ended September 30, 2005, an
increase of $4.9 million, or 20.9%. This increase in sales to customers in the
Americas was primarily attributable to increased sales to Cisco and non-Cisco
channels and revenues from Click to Meet.

Revenues from sales to customers in Europe and the Middle East decreased from
$14.3 million for the nine month period ended September 30, 2004, or 30.6% of
revenues, to $14.1 million, or 26.8% of revenues, for the nine months ended
September 30, 2005.

Revenues from sales to customers in the Asia Pacific region increased from $8.6
million, or 18.5% of revenues, for the nine months ended September 30, 2004 to
$10.0 million, or 18.9% of revenues, for the nine months ended September 30,
2005, an increase of $1.4 million or 15.8% due to strong growth and increased
market demand for our NBU products, particularly in Korea.

                                       17








Cost of Revenues. Cost of revenues decreased from $9.9 million for the nine
month period ended September 30, 2004 to $9.3 million for the nine months ended
September 30, 2005, a decrease of $600,000, or 6.5%. Gross profit as a
percentage of revenues increased from 78.7% for the nine months ended September
30, 2004 to 82.4% for the nine months ended September 30, 2005, due to the
increased proportion of technology product sales and Click To Meet sales that
have higher profit margins and due to a different mix of NBU product sales.

Research and Development. Research and development expenses increased from $12.9
million for the nine months ended September 30, 2004 to $14.9 million for the
nine months ended September 30, 2005, an increase of $2 million or 14.9%. This
increase was primarily attributable to an increase in the number of research and
development personnel, mainly due to the FVC acquisition.

Marketing and Selling. Marketing and selling expenses decreased from $18.3
million for the nine months ended September 30, 2004 to $17.9 million for the
nine months ended September 30, 2005. Marketing and selling expenses as a
percentage of revenues decreased from 39.1% for the nine months ended September
30, 2004 to 33.9% for the nine months ended September 30, 2005. We decreased our
marketing and selling expenses in the Asia Pacific region, where we streamlined
operations, reduced the number of distributors and initiated direct sales to
some accounts, thereby reducing commission expenses.

General and Administrative. General and administrative expenses decreased from
$3.7 million for the nine months ended September 30, 2004 to $3.5 million for
the nine months ended September 30, 2005, a decrease of $200,000 or 5.1%.
General and administrative expenses as a percentage of revenues were 7.8% for
the nine months ended September 30, 2004 and 6.6% for the nine months ended
September 30, 2005.

Operating Income. Our operating income increased from $1.9 million for the nine
months ended September 30, 2004 to $7.3 million for the nine months ended
September 30, 2005.

Financial Income. We recorded financial income of $1.3 million for the nine
months ended September 30, 2004 compared to $2.1 million for the nine months
ended September 30, 2005. This income was principally derived from the
investment of the proceeds of our March 2000 initial public offering and
exercise of options by employees. The increase was principally a result of
higher prevailing interest rates.

Liquidity and Capital Resources

We generated $8.3 million from operating activities for the nine months ended
September 30, 2005 compared to $7.1 million in the same period in 2004. This
amount was primarily attributable to net income of $9.3 million, a $1.3 million
increase in trade payables and deferred revenues and depreciation and
amortization expenses of $1.9 million. These increases in cash generated by our
operating activities were offset in part by a $3.9 million increase in trade
receivables and accrued expenses.

Net cash used in investing activities was approximately $10.9 million for the
nine months ended September 30, 2005. Of the cash used in investing activities
during the nine months ended September 30, 2005, $7.0 million was used to
acquire substantially all of the assets of FVC and its

                                       18






wholly owned subsidiary, CUseeMe Networks, Inc. on March 15, 2005, $2.4 million,
net was used for bank deposits and purchases of marketable securities and $1.5
million was used for purchases of property and equipment.

Our financing activities generated $5.8 million for the nine months ended
September 30, 2005 compared to $2.6 million in the same period in 2004. This
amount is attributable to proceeds received from the exercise of employee stock
options.

Our capital requirements are dependent on many factors, including market
acceptance of our products and the allocation of resources to our research and
development efforts, as well as our marketing and sales activities. We plan to
pursue strategic initiatives and make operating investments in 2005 as we
position our company to realize on what we perceive to be increasing market
opportunities in the coming years. We anticipate that our cash resources will be
used primarily to fund our operating activities, as well as for capital
expenditures. We may establish additional operations as we expand globally

Off-Balance Sheet Arrangements

We are not a party to any material off-balance sheet arrangements. In addition,
we have no unconsolidated special purpose financing or partnership entities that
are likely to create material contingent obligations.

Fourth Quarter 2005 Guidance Fourth quarter net sales are expected to be
approximately $20.5 million, an increase of approximately $2.9 million, or
16.7%, compared with the fourth quarter of 2004.

o    Net income is expected to increase to approximately $4.5 million or $0.20
     per diluted  share, a 53.8% increase compared with the fourth quarter of
     2004.

These projections are subject to substantial uncertainty that could cause our
future results to differ materially from the guidance we have provided.



3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

We are exposed to a variety of risks, including changes in interest rates and
foreign currency fluctuations.

Interest Rate Risk

As of September 30, 2005, we had cash and cash equivalents and short-term
investments of $115.8 million. We invest our cash surplus in time deposits, cash
deposits, U.S. federal agency securities and corporate bonds with an average
credit rating of AA. These investments are not purchased for trading or other
speculative purposes. Due to the nature of these investments, we believe that we
do not have a material exposure to market risk.

Our exposure to market risks for changes in interest rates is limited since we
do not have any material indebtedness.

                                       19








Foreign Currency Exchange Risk

We develop products in Israel and sell them in the Americas, Asia and several
European countries. As a result our financial results could be affected by
factors such as changes in foreign currency exchange rates or weak economic
conditions in foreign markets.

Our foreign currency exposure with respect to our sales is mitigated, and we
expect it will continue to be mitigated, through salaries, materials and support
operations, in which part of these costs are denominated in NIS.

Since the beginning of 2005, the NIS has devaluated approximately 6.7% against
the dollar. The inflation rate in Israel was approximately 1.9% in the first
nine months of 2005 compared to an annual inflation rate of 1.2% in 2004 and to
an annual deflation rate of 1.9% in 2003.

Since most of our sales are quoted in dollars, and a portion of our expenses are
incurred in NIS, our results may be adversely affected by a change in the rate
of inflation in Israel or if such change in the rate of inflation is not offset,
or is offset on a lagging basis, by a corresponding devaluation of the NIS
against the dollar and other foreign currencies.



                                       20





                                   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.

                                            RADVISION LTD.
                                                (Registrant)



                                            /s/Arnold Taragin
                                            -----------------
                                            Arnold Taragin
                                            Corporate Vice President
                                            and General Counsel

Date: November 18, 2005