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 June 2007

                                 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, 333-127013 and 333-141654.




                                 RADVision Ltd.

6-K Items

1.   RADVision Ltd. Proxy  Statement for Annual General  Meeting to be held July
     22, 2007.

2.   RADVision Ltd. Proxy Card.







                                                                          ITEM 1






                                 RADVISION LTD.
                            24 Raul Wallenberg Street
                             Tel Aviv 69719, Israel
                                  June 15, 2007
              NOTICE OF 2007 ANNUAL GENERAL MEETING OF SHAREHOLDERS


RADVISION Ltd. Shareholders:

     We cordially  invite you to the 2007 Annual General Meeting of Shareholders
(the  "Meeting")  of RADVISION  Ltd.,  (the  "Company") to be held at 10:00 a.m.
(Israel  time) on Sunday,  July 22, 2007,  at the  Company's  offices at 24 Raul
Wallenberg Street, Tel Aviv, Israel, for the following purposes:

     1.   To  ratify  the   reappointment  of  Kost  Forer  Gabbay  &  Kasierer,
          registered  independent public accountants,  a member of Ernst & Young
          Global,  as the  Company's  independent  auditors  for the year ending
          December 31, 2007,  and to authorize the Company's  Board of Directors
          (the "Board") to delegate to the Audit Committee (the "Committee") the
          authority to fix such independent auditors' compensation in accordance
          with the volume and nature of their services;

     2.   To  reelect  Mr.  Zohar  Zisapel  and Mr.  Efraim  Wachtel  as Class C
          directors  to  serve  until  our  2010  Annual   General   Meeting  of
          Shareholders;

     3.   To approve an  amendment  to the  Company's  Articles  of  Association
          providing  for the  replacement  of item no. 36  thereto as amended in
          accordance  with  Amendment No. 3 to the Israeli  Companies  Law, 1999
          (the "Companies Law") regarding  Indemnification  and Insurance of the
          Company's  Office  Holders  (as such term is defined in the  Companies
          Law);

     4.   To ratify the new  indemnification  agreements  upon all the Company's
          Office Holders;

     5.   To approve remuneration of the Company's directors.

     6.   To increase the Company's authorized share capital.

     7.   To review  and  discuss  the  Company's  directors'  annual  report to
          shareholders,  auditor's report and consolidated  financial statements
          for the year ended December 31, 2006; and

     8.   To  transact  such other  business  as may  properly  come  before the
          Meeting or any adjournment thereof.

     The Board recommends that you vote in favor of all of the proposals,  which
are described in the attached proxy statement.

Shareholders of record at the close of business on June 12, 2007 are entitled to
notice of and to vote at the Meeting. You can vote by proxy either by mail or in
person. If voting by mail, the





proxy must be  received by our  transfer  agent or at our  registered  office in
Israel  at least  forty-eight  (48)  hours  prior to the  appointed  time of the
Meeting to be validly  included  in the tally of  ordinary  shares  voted at the
Meeting.  Detailed  proxy voting  instructions  are  provided  both in the proxy
statement and on the enclosed proxy card.

                                            By Order of the Board of Directors

                                            Zohar Zisapel, Chairman






                                 RADVISION LTD.
                            24 Raul Wallenberg Street
                             Tel Aviv 69719, Israel
                               Tel: 972-3-767-9360

                                 PROXY STATEMENT

                   2007 ANNUAL GENERAL MEETING OF SHAREHOLDERS

     This Proxy Statement  ("Proxy  Statement") is being furnished in connection
with the  solicitation  of  proxies  on behalf of the  Board of  Directors  (the
"Board")  of  RADVISION  Ltd.  (the  "Company")  to be voted at the 2007  Annual
General  Meeting  of  Shareholders,  (the  "Meeting"),  and at  any  adjournment
thereof,  pursuant to the accompanying  Notice of 2007 Annual General Meeting of
Shareholders ("Notice"). The Meeting will be held at 10:00 a.m. (Israel time) on
Sunday,  July 22, 2007, at our offices at 24 Raul Wallenberg  Street,  Tel Aviv,
Israel.

     This Proxy  Statement,  the attached Notice and the enclosed proxy card, as
well as our 2006 annual report to shareholders,  including our audited financial
statements, are being mailed to shareholders on or about June 15, 2007.

Purpose of the Annual General Meeting

     At the  Meeting,  shareholders  will be  asked to vote  upon the  following
matters:(i)  To  ratify  the  reappointment  of Kost  Forer  Gabbay &  Kasierer,
registered independent public accountants,  a member of Ernst & Young Global, as
our independent auditors for the year ending December 31, 2007, and to authorize
the Board to delegate to the Audit Committee (the  "Committee") the authority to
fix such  independent  auditors'  compensation in accordance with the volume and
nature of their  services.  (ii) To reelect  Messrs.  Zohar  Zisapel  and Efraim
Wachtel as Class C directors  to serve until our 2010  Annual  General  Meeting;
(iii) To approve an amendment to the Company's Articles of Association providing
for the  replacement  of item no. 36  thereto  as  amended  in  accordance  with
Amendment  no.3  to the  Israeli  Companies  Law,  1999  (the  "Companies  Law")
regarding  Indemnification  and  Insurance of the Company's  Office  Holders (as
defined in the Companies Law); (iv) To ratify the new indemnification agreements
upon all the  Company's  Office  Holders;  (v) To review and discuss the Board's
Annual  Report to  Shareholders,  auditor's  report and  consolidated  financial
statements for the year ended  December 31, 2006; In addition,  to transact such
other  business  as may  properly  come  before the  Meeting or any  adjournment
thereof.

     We are not aware of any other matters that will come before the Meeting. If
any other matters  properly come before the Meeting,  the persons  designated as
proxies  intend to vote on such matters in  accordance  with the judgment of the
Board.

Proxy Procedure

     Only holders of record of the Company's  ordinary shares,  par value of NIS
0.1 per share,  as of the close of business on June 12,  2007,  are  entitled to
Notice of, and to vote in person or by proxy at, the Meeting.

     Shares  eligible to be voted and for which a proxy card is properly  signed
and returned and actually  received by the  Company's  transfer  agent or at the
Company's registered office in Israel at






least forty-eight (48) hours prior to the beginning of the Meeting will be voted
as directed.  If directions  are not given or  directions  are not in accordance
with the options listed on a signed and returned proxy card, such shares will be
voted FOR the nominees for director and external  directors and each proposition
for which the Board  recommends  a vote FOR.  Unsigned  or  unreturned  proxies,
including those not returned by banks, brokers or other record holders, will not
be counted for quorum or voting purposes.

     The Company will bear the cost of soliciting proxies from its shareholders.
Proxies will be solicited  by mail and may also be  solicited  personally  or by
telephone by the Company's directors,  officers and employees.  The Company will
reimburse  brokerage houses and other  custodians,  nominees and fiduciaries for
their expenses in accordance  with the  regulations  of the U.S.  Securities and
Exchange Commission  concerning the sending of proxies and proxy material to the
beneficial owners of stock.

     You may vote by submitting  your proxy with voting  instructions by mail if
you promptly complete,  sign, date and return the accompanying proxy card in the
enclosed  self-addressed  envelope  to the  Company's  transfer  agent or to the
Company's  registered  office in Israel at least forty-eight (48) hours prior to
the appointed  time of the Meeting.  You may revoke your proxy at any time prior
to the exercise of authority  granted in the proxy by giving a written notice of
revocation to the Company secretary, by submitting a subsequently dated, validly
executed proxy, or by voting in person.

Quorum and Voting

     As of June 12 2007,  the  record  date for  determination  of  shareholders
entitled to vote at the  Meeting,  there were  outstanding  21,998,316  ordinary
shares. Each ordinary share entitles the holder to one vote.

     The presence of at least two shareholders, holding at least one-third (1/3)
of our issued share  capital,  represented in person or by proxy at the Meeting,
will  constitute a quorum.  An affirmative  vote of the holders of a majority of
the ordinary shares represented at the Meeting, in person or by proxy,  entitled
to vote and voting thereon, is required to approve each of the proposals, except
as otherwise stated in the proposal.

         I. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
                                   ACCOUNTANTS
                           (Item 1 on the Proxy Card)

     The  Board  first  appointed  Kost  Forer  Gabbay  &  Kasierer,  registered
independent  public  accountants,  a  member  of  Ernst & Young  Global,  as the
Company's  independent auditors in July 2002 and has reappointed the firm as our
independent auditors since such time.

     At the Meeting,  shareholders will be asked to approve the reappointment of
Kost Forer  Gabbay & Kasierer  as the  Company's  independent  auditors  for the
fiscal year ending 2007,  pursuant to the  recommendation  of the  Committee and
Board.  At the Meeting,  the  shareholders  will also be asked to authorize  the
Board to delegate to the Committee the authority to fix the  compensation of the
Company's independent auditors in accordance with the volume and nature of their
services. With respect to fiscal year 2006, the Company paid Kost Forer Gabbay &
Kasierer  approximately  $147,000 for audit services,  approximately $38,000 for
tax-related services.

     The following resolution will be offered by the Board at the Meeting:








     "RESOLVED,  to appoint  Kost Forer  Gabbay & Kasierer,  a member of Ernst &
     Young Global, as the independent  auditors of RADVISION Ltd. to conduct the
     annual audit of its financial  statements for the year ending  December 31,
     2007; and further  resolved to authorize the Board of Directors to delegate
     to the  Audit  Committee  the  authority  to fix the  compensation  of such
     independent  auditors  in  accordance  with the  volume and nature of their
     services."

     If the  appointment  of Kost Forer Gabbay & Kasierer is not approved by the
Company's shareholders,  or if Kost Forer Gabbay & Kasierer ceases to act as the
Company's  independent  auditors,  or if the Audit Committee  removes Kost Forer
Gabbay & Kasierer as the Company's  independent  auditors,  the  Committee  will
recommend  another  independent  public accounting firm. The engagement of a new
independent  public accounting firm for year 2007 will be subject to approval by
the Company's shareholders at the 2008 Annual Meeting of Shareholders.

     The  affirmative  vote of the holders of a majority of the ordinary  shares
represented at the Meeting,  in person or by proxy,  entitled to vote and voting
thereon, is required to approve the foregoing resolutions.

     The Board recommends a vote FOR the foregoing resolutions.



         II. RE-ELECTION OF MESSRS. ZOHAR ZISAPEL AND EFRAIM WACHTEL AS
           CLASS C DIRECTORS TO SERVE UNTIL THE COMPANY'S 2010 ANNUAL
                        GENERAL MEETING OF SHAREHOLDERS
                           (Item 2 on the Proxy Card)

     In accordance  with the  Company's  Articles of  Association,  the Board is
divided into three classes (other than external directors), each consisting of a
number of  directors  equal as nearly as  practicable  to one-third of the total
number  of  non-external  directors.   Generally,  at  each  annual  meeting  of
shareholders  one class of directors is elected for a term of  three-years  by a
vote of the holders of a majority of the voting power  represented and voting at
such meeting. All the members of the Board, except the external directors may be
reelected  upon  completion of their term of office.  In the  intervals  between
annual  general  meetings  of the  Company,  the Board may elect new  directors,
whether to fill  vacancies or in addition to those of their body,  provided that
the total number of directors will not at any time exceed any maximum number.

     Mr. Dan Barnea was elected to serve as a Class A director until 2008 Annual
General  Meeting of  Shareholders.  Mr. Andreas Mattes was elected to serve as a
Class B director to serve until the  Company's  2006 Annual  General  Meeting of
Shareholders.  Messrs. Zohar Zisapel and Efraim Wachtel were elected to serve as
Class C directors until 2007 Annual General Meeting of Shareholders.

     The Company's directors,  other than its external directors,  are nominated
by a majority  of our  Independent  Directors;  (as such term is  defined  under
NASDAQ Marketplace Rules). The Company's  Independent Directors met in executive
sessions and have  proposed the  reelection  of Mr. Zohar Zisapel and Mr. Efraim
Wachtel to serve as Class C director for an additional term of three-years until
the annual  general  meeting of  shareholders  to be held in 2010 or until their
successors are elected and qualified.








     In the event that such named director nominee would be unable to serve, the
proxies  will be  voted  for the  election  of such  other  person  as  shall be
nominated by the independent directors of the Company and ratified by the Board.
The Company does not have any  understanding  or  agreement  with respect to the
future election of the named nominee.

     Set forth  below is  information  about the  nominee,  including  principal
occupation, business history and other directorships held (if any).

     Zohar  Zisapel has served as the chairman of the Board from  November  1992
until  August 1999 and again  assumed the position of chairman of Board in April
2001.  During the last several  years,  Mr.  Zisapel has been engaged  mainly in
management of high technology  companies.  Mr. Zisapel is a founder and chairman
of the board of  directors  of RAD Data  Communication  Ltd.  and he serves as a
director of other public  companies,  including  RADCOM Ltd.,  RIT  Technologies
Ltd.,  Ceragon  Networks Ltd. and Verisity Ltd. Mr. Zisapel has a B.Sc. from the
Technion, Israel Institute of Technology and a M.Sc. from Tel Aviv University.

     Efraim  Wachtel has served as a director  since March 1998. Mr. Wachtel has
been president and chief executive officer of RAD Data Communications Ltd. since
November  1997.  From  October  1985 to  November  1997,  Mr.  Wachtel  was vice
president of sales and  marketing  of RAD Data  Communications.  Before  October
1985, Mr.  Wachtel held various  research and  development  positions in several
companies in Israel and in the U.S. Mr.  Wachtel had a B.Sc.  degree in electric
engineering from the Technion, Israel Institute of Technology.

     The  affirmative  vote of the holders of a majority of the ordinary  shares
represented at the Meeting,  in person or by proxy,  entitled to vote and voting
thereon, is required to appoint the nominee for director.

     The Board  recommends  a vote FOR the  election of the nominees for Class C
directors.

     For the  biographies of the directors  continuing in office,  see Item 6.A.
"Directors,  Senior Management and Employees -- Directors and Senior Management"
of our Annual  Report on Form 20/F for the year ended  December 31, 2006,  which
may be viewed on the Company's website at www.radvision.com or through the EDGAR
website of the Securities and Exchange Commission at www.sec.gov.



          III. APPROVAL OF AN AMENDMENT TO THE ARTICLES OF ASSOCIATION
           OF OUR COMPANY PROVIDING FOR THE REPLACEMENT OF ITEM No. 36
            THERETO AS AMENDED IN ACCORDANCE WITH AMENDMENT No. 3 TO
           THE COMPANIES LAW REGARDING INDEMNIFICATION AND INSURANCE
       OF THE COMPANY'S OFFICE HOLDERS (AS DEFINED IN THE COMPANIES LAW)
                           (Item 3 on the Proxy Card)

     Amendment 3 to the Israeli Companies Law (the "Amendment") mandated changes
to the  indemnification,  insurance  and  exemption  of Office  Holders.  Office
Holders are defined as a director,  general  manager,  chief  business  manager,
deputy general manager,  vice general  manager,  any person filling any of these
positions  in a company even if he/she  holds a different  title,  and any other
manager directly subordinate to the general manager. The following are the main






changes  in the  Israeli  Companies  Law  regarding  indemnification  of  Office
Holders:

     a) Duty of Care - a company  may not  exempt a  director  in  advance  from
his/her liability towards the company for breach of duty of care in the event of
distribution.  According to the Israeli Companies Law definitions,  distribution
means  giving  a  dividend  or  undertaking  to  give  it,  either  directly  or
indirectly,  and also  acquisition;  and for this purpose,  "acquisition"  - the
direct or indirect  acquisition or provision of financing for the  acquisition -
by a company,  its subsidiary or another body  corporate  under its control - of
the company's  shares or of securities that are  convertible  into the company's
shares  that can be realized  as the  company's  shares,  or the  redemption  of
redeemable  securities that are part of the company's  equity in accordance with
section  312(d),  and including an  undertaking  to do any of these things - all
that on  condition  that the seller is not the  company  itself or another  body
corporate that is wholly owned by the company;  b) Indemnification - In addition
to the former provisions permitting indemnification,  a company is now permitted
to indemnify an Office  Holder for  reasonable  litigation  expenses,  including
attorney's  fees,  incurred  by an  Office  Holder  due to an  investigation  or
proceeding  conducted  against  him/her by an  authorized  authority,  and which
ended:  (1)  without  filing a claim  against  him/her  and  without a financial
liability  imposed upon him/her as an alternative to a criminal  proceeding;  or
(2) which ended  without  filing a criminal  charge  against  him/her but with a
financial  liability  imposed  upon  him/her  as an  alternative  to a  criminal
proceeding  for an offense that does not require  proof of criminal  intent.  c)
Articles of Association - as a result of the Amendment, limitations were imposed
regarding a company  providing an  undertaking in advance to indemnify an Office
Holder in the case of a  financial  liability  imposed on  him/her,  so that the
Articles  of  Association  of the  Company  must state that the  undertaking  to
indemnify  in  advance  shall be  limited  to  events  the  Board  considers  as
foreseeable  in the view of the actual  activity  of the  Company at the time of
providing  the  indemnity  undertaking  and to an amount or a measure  the Board
prescribes as reasonable under the  circumstances  of the matter,  and that such
foreseeable  events  and the amount or the  measure  shall be  indicated  in the
undertaking.  d) Invalid Provisions - no indemnification regarding the breach of
a duty of care committed  intentionally or recklessly shall be valid, other than
if committed solely through the negligence of the Office Holder.

     At present, the Company's Articles of Association state as follows:


130. (a)  Subject to the provisions of the Companies Ordinance,  the Company may
          enter  into a  contract  for  the  insurance  of all  or  part  of the
          liability of an Office Holder, in respect of any of the following:

          (i)  a breach of his duty of care to the Company or to another person;

          (ii) a breach of his fiduciary duty to the Company, provided that such
               Office  Holder  acted in good faith and had  reasonable  cause to
               assume that such act would not  prejudice  the  interests  of the
               Company;

          (iii) a financial  liability imposed on him in favor of another person
               in  respect  of an act  performed  by him in his  capacity  as an
               Office Holder of the Company.

     (b)  Subject to the provisions of the Companies Ordinance,  the Company may
          indemnify an Office Holder in respect of any of the following:







          (i)  a financial  liability  imposed on him in favor of another person
               by a  court  judgment,  including  a  compromise  judgment  or an
               arbitrator's  award  confirmed  by a court,  in respect of an act
               performed by virtue of his being an Office Holder of the Company;

          (ii) reasonable litigation costs, including lawyers' fees, expended by
               an Office  Holder or which were imposed on an Office  Holder by a
               court in proceedings  instituted against him by the Company or in
               its name or by any other  person,  or in a criminal  charge  from
               which he was acquitted, all in respect of an act performed in his
               capacity as an Office Holder or the Company.

     (c)  Notwithstanding  the provisions of Articles 130(a) and 130(b), as from
          the date of the coming into force of the Companies Law, but otherwise,
          subject to the provisions of the Statutes with regard to such matters:

          (i)  the Company may enter into a contract for the insurance of all or
               part of the  liability  of an Office  Holder  with  respect to an
               obligation  imposed on such Office Holder due to an act performed
               by him in his capacity as an Office Holder of the Company arising
               from any of the following:

               (aa) a breach of his duty of care to the  Company  or to  another
                    person;

               (bb) a breach of his fiduciary duty to the Company, provided that
                    the Office  Holder  acted in good  faith and had  reasonable
                    cause to  assume  that  such act  would  not  prejudice  the
                    interests of the Company;

               (cc) a financial liability imposed on such Office Holder in favor
                    of another person;

          (ii) (aa) the Company may undertake,  in advance, to indemnify, or may
               indemnify, an Office Holder in respect of, a liability or expense
               (as referred to in  subparagraph  (bb) below) that may be imposed
               on such  Office  Holder  (due to an act  performed  by him in his
               capacity as an Office Holder):

                    (1)  that arises  from those  categories  of events,  and in
                         respect of those amounts, as the Board may, at the time
                         of the giving of such undertaking to indemnify,  in its
                         opinion deem to be reasonable in the circumstances; or

                    (2)  that  arises from an event that took place prior to the
                         Company giving such indemnity;

               (bb) the liability and expense referred to in sub-paragraph  (aa)
                    above of this Article 130(c)(ii) are as follows:

                    (1)  a financial  liability  imposed on an Office  Holder in
                         favor of another person by a court judgment,  including
                         a





                         compromise judgment given as a result  of a  settlement
                         or an arbitrator's award which has  been confirmed by a
                         court;

                    (2)  reasonable  litigation costs,  including lawyers' fees,
                         expended by an Office  Holder or which were  imposed on
                         an Office Holder by a court in  proceedings  instituted
                         against  him by the  Company  or in its  name or by any
                         other  person or in a  criminal  charge on which he was
                         acquitted  or in a  criminal  charge  on  which  he was
                         convicted for a criminal  offense that does not require
                         proof of criminal  thought (as such term is  understood
                         by the Penal Law, 5737-1977);

          (iii) the Company may  release,  in advance,  all or part of an Office
               Holder's  liability  to the Company for damage  which arises from
               the  breach of his duty of care to the  Company  (as such term is
               understood by Sections 252 and 253 of the Companies Law, 1999).

     (d)  The  provisions  of Articles  130(a),  130(b) and 130(c) above are not
          intended, and shall not be interpreted, to restrict the Company in any
          manner in respect of the procurement of insurance and/or in respect of
          indemnification (i) in connection with any person who is not an Office
          Holder, including, without limitation, any employee, agent, consultant
          or contractor of the Company who is not an Office Holder,  and/or (ii)
          in connection with any Office Holder to the extent that such insurance
          and/or  indemnification  is not  specifically  prohibited  under  law;
          provided  that  the  procurement  of any  such  insurance  and/or  the
          provision of any such indemnification shall be approved by the Board.

In order to comply with the Amendment as aforesaid,  the recommended  amendments
to the Articles of Association are as follows:

        1. Paragraph (b)(iii) shall be added (in italic) .
        2. Paragraph (c) will be deleted and will be replaced in its entirety
           (in italic).
        3. Paragraph (d) will be added the last paragraph (in italic).
 [Note: the amendments are additions to the former language]

The revised article 130 of the Articles of Association of the Company shall read
as follows:

130. (a)  Subject to the  provisions of the Companies Law, the Company may enter
          into a contract for the  insurance of all or part of the  liability of
          an Office  Holder  arising  from his or her acts or  omissions in such
          capacity, in respect of any of the following:

          (i)  a breach of his or her duty of care to the  Company or to another
               person;

          (ii) a breach of his or her duty of loyalty to the  Company,  provided
               that such Office  Holder  acted in good faith and had  reasonable
               cause to assume that such act would not  prejudice  the interests
               of the Company;

          (iii) a monetary  liability  imposed on him of her in favor of another
               person.







     (b)  Subject to the  provisions  of the  Companies  Law,  the  Company  may
          indemnify an Office Holder for  liabilities or expenses  imposed on or
          incurred by the Office Holder,  concerning acts or omissions performed
          by the  Office  Holder  in  such  capacity  in  respect  of any of the
          following:

          (i)  a monetary  liability or expense imposed on or incurred by him or
               her in favor of another person by a court  judgment,  including a
               settlement judgment or an arbitrator's award approved by a court;

          (ii) Reasonable   litigation  expenses,   including  attorney's  fees,
               expended  by an  Office  Holder in  respect  or as a result of an
               investigation or proceeding  instituted against the Office Holder
               by a competent  authority,  provided that such  investigation  or
               proceeding  concluded without a criminal charge filed against the
               Office Holder or the  imposition of a monetary  liability in lieu
               of a criminal  proceeding,  or concluded with the imposition of a
               monetary  liability  in  lieu  of a  criminal  proceeding  for an
               offence  that does not  require  proof of  criminal  intent  (the
               phrases  proceeding  concluded  without a  criminal  charge"  and
               "monetary obligation in lieu of a criminal proceeding" shall have
               the meanings as defined in Section  260(a)(1a)  of the  Companies
               Law).

          (iii) reasonable  litigation  expenses,   including  attorney's  fees,
               expended by an Office  Holder or which were  imposed on an Office
               Holder by a court, in a proceeding  instituted against him or her
               by the Company or on the Company's behalf or by any other person,
               or in a criminal charge from which he or her was acquitted or was
               convicted of an offense  that does not require  proof of criminal
               intent.

               The  Company  may  undertake  to  indemnify  an Office  Holder as
               aforesaid:  (i)  prospectively,  provided  that  the  undertaking
               according to Article  130(b)(i)  above is limited to events which
               in the  opinion  of the  Board  can be  foreseen,  in view of the
               Company's  then  current  activities,  when  the  undertaking  to
               indemnify is given, and to an amount or criteria set by the Board
               as reasonable under the circumstances, and (ii) retroactively.

     (c)  The Company may, to the maximum extent permitted by the Companies Law,
          exempt and release an Office Holder in advance from and against all or
          part of his liability for damages due to,  arising or resulting from a
          breach of his or her duty of care to the Company;  provided;  however,
          that the Company may not grant an  exemption  in advance to a Director
          from his or her  liability  to the  Company for a breach of his or her
          duty of care in the event of a "distribution," as such term is defined
          in the Companies Law.

     (d)  The  provisions  of Articles  130(a),  130(b) and 130(c) above are not
          intended, and shall not be interpreted, to restrict the Company in any
          manner in respect of the procurement of insurance and/or in respect of
          indemnification and/or exemption (i) in connection with any person who
          is not an Office Holder, including,  without limitation, any employee,
          agent, consultant or contractor of the Company who is





          not an Office Holder; and/or (ii) in connection with any Office Holder
          to the  extent  that  such  insurance  and/or  indemnification  and/or
          exemption  is  not  specifically   prohibited  under  applicable  law;
          provided,  that the  procurement  of any  such  insurance  and/or  the
          provision  of any  such  indemnification  and/or  exemption  shall  be
          approved by the Board.

          In the event of any change, after the date of adoption these Articles,
          in any applicable  law,  statute or rule which expands the right of an
          Israeli  company to  indemnify  or insure or exempt an Office  Holder,
          these Articles shall  automatically be deemed to enable the Company to
          expand the scope of indemnification  and/or insurance and/or exemption
          of Office Holders to the maximum extent permitted by applicable law.

     The Board  has  unanimously  approved  the  Amendment  to the  Articles  of
     Association of the Company regarding  indemnification of the Office Holders
     and  recommends  that the  shareholders  approve this  proposal.  Under the
     Company's  Articles of Association,  the affirmative  vote of a majority of
     the ordinary  shares  represented  at the Meeting in person or by proxy and
     entitled  to vote and voting  thereon  will be  necessary  for  shareholder
     approval of the indemnification of Office Holders.


          The  Board  recommends  a vote  FOR  the  foregoing  amendment  to the
     Articles of Association of the Company.


        IV. RATIFICATION OF THE COMPANY'S NEW INDEMNIFICATION AGREEMENTS
                           (Item 4 on the Proxy Card)

     The Company's  shareholders  previously approved providing  indemnification
agreements (each an "Indemnification  Agreement") to all of the Company's Office
Holders. The Indemnification  Agreement does not comply with the Amendment,  and
accordingly   shareholders   are  being   asked  to  approve   providing  a  new
Indemnification Agreements to the Company's Office Holders which comply with the
Amendment as aforesaid and the amendment to the Articles of Association provided
in Item III of this Proxy Statement.


     The amendments  implemented in the  Indemnification  Agreements are changes
mandated  by the  amendments  to the  Companies  Law,  in  accordance  with  the
amendments of the Articles of Association as follows:

     a) Duty of Care - a company  may not  exempt a  director  in  advance  from
his/her liability towards the company for breach of duty of care in the event of
distribution.  According to the Israeli Companies Law definitions,  distribution
means  giving  a  dividend  or  undertaking  to  give  it,  either  directly  or
indirectly,  and also  acquisition;  and for this purpose,  "acquisition"  - the
direct or indirect  acquisition or provision of financing for the  acquisition -
by a company,  its subsidiary or another body  corporate  under its control - of
the company's  shares or of securities that are  convertible  into the company's
shares  that can be realized  as the  company's  shares,  or the  redemption  of
redeemable  securities that are part of the company's  equity in accordance with
section  312(d),  and including an  undertaking  to do any of these things - all
that on  condition  that the seller is not the  company  itself or another  body
corporate that is wholly owned by the





company;  b)  Indemnification -a company is now permitted to indemnify an Office
Holder for reasonable  litigation expenses,  including attorney's fees, incurred
by an Office  Holder due to an  investigation  or proceeding  conducted  against
him/her by an authorized authority,  and which ended: (1) without filing a claim
against  him/her and without a financial  liability  imposed  upon him/her as an
alternative  to a  criminal  proceeding;  or (2) which  ended  without  filing a
criminal charge against him/her but with a financial  liability imposed upon him
as an alternative to a criminal  proceeding for an offense that does not require
proof of  criminal  intent.  c)  Articles  of  Association  - As a result of the
Amendment,   limitations  were  imposed   regarding  the  Company  providing  an
undertaking  in advance to indemnify an Office Holder in the case of a financial
liability imposed on him/her, so that the Articles of Association of the Company
must state that the  undertaking  to  indemnify  in advance  shall be limited to
events the Board  considers as foreseeable in the view of the actual activity of
the Company at the time of providing the indemnity  undertaking and to an amount
or a measure the Board prescribes as reasonable  under the  circumstances of the
matter,  and that such foreseeable events and the amount or the measure shall be
indicated  in  the  undertaking.  d)  Invalid  Provisions  - no  indemnification
regarding  the breach of a duty of care  committed  intentionally  or recklessly
shall be valid,  other than if committed  solely  through the  negligence of the
Office Holder.

     The  Board  has   unanimously   approved  the   ratification   of  the  new
Indemnification  Agreements and recommends  that the  shareholders  approve this
proposal as well.

     Under the Company's  Articles of Association,  the affirmative  vote of the
holders of majority of the ordinary shares  represented at the Meeting in person
or by proxy and  entitled  to vote and  voting  thereon  will be  necessary  for
shareholder approval of the ratification of the Indemnification Agreement.


     The  Board  recommends  a  vote  FOR  the  foregoing  ratification  of  the
Indemnification Agreement upon all the Company's Office Holders.



                  V. APPROVAL OF REMUNERATION OF OUR DIRECTORS
                           (Item 5 on the Proxy Card)

     Our Company has a committee  consisting of only  independent  directors who
are charged with setting the  compensation  for the  Company's  Chief  Executive
Officer and the other officers of the Company who report to the Chief  Executive
Officer and recommending to the Company's shareholders nominations for directors
and the compensation of directors.  The independent directors,  who constitute a
majority of the Board, consist of Joseph Atsmon,  Andreas Mattes, Dan Barnea and
Liora Lev. All are considered  independent  directors as mandated by NASDAQ Rule
10A-3 under the Securities and Exchange Act of 1934. The  independent  directors
have  determined  that a fair  compensation to be paid to the Chairperson of the
Board is  compensation  in the form of a grant of options to purchase  45,000 of
the  Company's  ordinary  shares  to be  vested  over a  three  year  term.  The
independent directors have determined that a fair compensation to be paid to the
Chairperson of the Committee is  compensation  in the form of a grant of options
to purchase  37,500 of the Company's  ordinary  shares to be vested over a three
year  term.  The  independent   directors  have  also  determined  that  a  fair
compensation  to be  paid  to  each  director  of the  Company  other  than  the
Chairperson of the Board and the Chairperson of the Committee is compensation in
the form of a grant of  options to  purchase  30,000 of the  Company's  ordinary
shares to be vested






over a three years term.

     The  Chairperson  of  the  Board,  Zohar  Zisapel,  has  not  received  any
compensation  for  serving  on the Board  since  2002.  The  Chairperson  of the
Committee,  Joseph Atsmon,  has not received any compensation for serving on the
Board or on the Committee since 2004 although he assumed his position  following
the Annual General  Meeting in June of 2003 and has served as Chairperson of our
Committee since that time. Directors Andreas Mattes and Ephraim Wachtel have not
received any compensation for serving on the Board since 2002.

     Subject  to  the  shareholder  approval  of  this  Item  5 the  independent
directors and Board have approved to pay to the  following  directors  listed in
the table below (column (1)) the compensation  listed in the table below (column
(2))  provided  that  there  will be  quarterly  vesting  over  three  (3) years
beginning  three  months  following  the  Meeting;   and  the  options  will  be
exercisable  until the earlier of the respective  director's  resignation or the
termination of his/her position as a director of our Company; and the expiration
of the options, if not exercised earlier,  will occur six years from the date of
grant. The other directors presently hold unvested options.

     All of the option grants to the directors (referred to below as "Optionee")
shall be subject to the following change of control provisions:

               In the event of a "Change of Control" (for this purpose, the term
               "Change of  Control"  shall have the same  meaning  given to such
               term under the Company's  Stock Option Plan),  then stock options
               granted to the Optionee which have not  previously  expired shall
               immediately vest based on the following formula:

               For each options grant made,  upon Change of Control,  the number
               of options  from each  grant,  vested  (exercised  or not) on the
               "event date" will be doubled.  The resulted  total vested options
               from each  grant  shall not  exceed  the total  number of options
               granted in the grant.


     The approval  being  requested in this item will serve as authority for the
Company to issue compensation to each of the directors listed below on the dates
set forth in column (3).



-------------------- ----------------- -------------------- --------------------- ---------------------------
    (1) Name of         (2) Total        (3) Grant Date      (4) Exercise Price      (3) Vesting Schedule
     Director           number of
                      options to be
                         granted
-------------------- ----------------- -------------------- --------------------- ---------------------------
                                                                       
Zohar      Zisapel,  Grant         of   July 8, 2007         Closing      market   Over    twelve     fiscal
Chairperson  of the  options       to                        price     of    the   quarters  beginning three
Board of Directors   purchase  45,000                        Company's  ordinary   months  after  the  Grant
                     of           the                        shares    on    the   Date;    8.33%   of   the
                     Company's                               Grant Date.           options  to  vest  at the
                     ordinary shares                                               end of each  three  month
                                                                                   period.
-------------------- ----------------- -------------------- --------------------- ---------------------------
Joseph      Atsmon,  Grant         of   July 8 , 2007        Closing      market   Over    twelve     fiscal
Chairperson  of the  options       to                        price     of    the   quarters  beginning three
Audit Committee      purchase                                Company's  ordinary   months  after  the  Grant
                     37,5000  of  the                        shares    on    the   Date;    8.33%   of   the
                     Company's                               Grant Date.           options  to  vest  at the
                     ordinary shares                                               end of each  three  month
                                                                                   period.
-------------------- ----------------- -------------------- --------------------- ---------------------------








-------------------- ----------------- -------------------- --------------------- ---------------------------
                                                                       
Andreas Mattes       Grant         of  July 8, 2007           Closing     market  Over     twelve     fiscal
                     options       to                       price     of     the   quarters  beginning three
                     purchase  30,000                       Company's   ordinary   months  after  the  Grant
                     of           the                       shares  on the Grant   Date;    8.33%   of   the
                     Company's                              Date.                  options  to  vest  at the
                     ordinary shares                                               end of each  three  month
                                                                                   period.
-------------------- ----------------- -------------------- --------------------- ---------------------------
Ephraim Wachtel      Grant         of  July 8, 2007         Closing       market   Over    twelve     fiscal
                     options       to                       price     of     the   quarters  beginning three
                     purchase  30,000                       Company's   ordinary   months  after  the  Grant
                     of           the                       shares  on the Grant   Date;    8.33%   of   the
                     Company's                              Date.                  options  to  vest  at the
                     ordinary shares                                               end of each  three  month
                                                                                   period.
-------------------- ----------------- -------------------- --------------------- ---------------------------



     The recommendations as aforesaid of the independent directors were approved
by the Committee and the Board.

     Accordingly, it is proposed that at the Meeting the following resolution be
adopted:

     RESOLVED,  to pay to the members of the Board of Directors listed in Column
     (1) above  compensation  in the form of a grant of options to purchase  the
     amount  of  options  set  forth in  Column  (2)  above  under the terms and
     conditions  as set forth in  Columns  (3) to (5)  above.  The terms of such
     option grants,  including the exercise price,  shall be as described in the
     Proxy Statement for the 2007 Annual General Meeting of Shareholders."

     The  affirmative  vote of the holders of a majority of the ordinary  shares
represented at the Meeting,  in person or by proxy,  entitled to vote and voting
thereon is required for the approval of the foregoing resolutions.

           The Board recommends a vote FOR the foregoing resolutions.


             VI. INCREASE OF THE COMPANY'S AUTHORIZED SHARE CAPITAL
                           (Item 6 on the Proxy Card)

The Company's  current  authorized and registered  ordinary share capital is NIS
2,500,000  divided  into  25,000,000  ordinary  shares  as  follows:  24,984,470
Ordinary  Shares of a nominal  value of ten  Agorot  (NIS  0.10) each and 15,530
Deferred Shares of a nominal value of ten Agorot (NIS 0.10). The 15,530 Deferred
Shares of a nominal  value of ten Agorot  (NIS 0.10) were  ultimately  cancelled
leaving the Company today with 25,000,000  Ordinary Shares of a nominal value of
ten





Agorot (NIS 0.10) each. As of December 31, 2006 we have 22,251,552 Ordinary
Shares outstanding and 3,449,430 Ordinary Shares reserved for issuance pursuant
to existing options. Accordingly, we need to increase the Company's authorized
share capital to permit the issuance of Ordinary Shares pursuant to existing
options and to grant additional options under our 2000 Option Plan, as amended
and to provide the Company with the ability to issue additional shares for
general corporate purposes. The Board has unanimously adopted a resolution
recommending that our shareholders increase our authorized Ordinary Share
capital by NIS 2,000,000 divided into 20,000,000 ordinary shares of NIS 0.10 par
value each (resulting in a registered ordinary share capital is NIS 4,500,000
divided into 45,000,000 ordinary shares) and amend the Company's Memorandum of
Association and Articles of Association to reflect such increase.

     It is proposed  that at the Meeting the  shareholders  adopt the  following
resolution,  which the Board believes to be in the best interests of the Company
and of its shareholders:

     "RESOLVED,  that our Memorandum of Association  and Articles of Association
     be amended to increase our authorized and registered ordinary share capital
     by 20,000,000 ordinary shares of NIS 0.10 par value each."

     The  affirmative  vote  of  the  holders  of 75%  of  the  Ordinary  Shares
represented  at the  Meeting in person or by proxy and  entitled to vote will be
necessary to approve the increase of the authorized share capital of the Company
and the amendment of the Memorandum of  Association  and Articles of Association
to reflect the same.

     The  Board  recommends  a vote FOR the  increase  of the  authorized  share
capital of the Company.

        VII. REVIEW AND DISCUSSION OF DIRECTORS' REPORT, AUDITOR'S REPORT
            AND THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY
                      FOR THE YEAR ENDED DECEMBER 31, 2006
                           (Item 7 on the Proxy Card)

     At the Meeting,  our Directors'  Annual Report to  Shareholders,  auditor's
report and the  audited  Consolidated  Financial  Statements  for the year ended
December 31, 2006 will be presented.  We will hold a discussion  with respect to
the financial  statements  at the Meeting.  This Item will not involve a vote of
the shareholders.

                               VIII. OTHER MATTERS
                           (Item 8 on the Proxy Card)

     The Board does not intend to bring any  matters  before the  Meeting  other
than  those  specifically  set forth in the Notice and knows of no matters to be
brought before the Meeting by others.  If any other matters properly come before
the Meeting,  it is the intention of the persons named in the accompanying proxy
to vote such proxy in accordance with the judgment of the Board.



                           By Order of the Board of Directors,

                           Arnold Taragin, Company Secretary










                                                                          ITEM 2







                                 RADVISION LTD.
                           24 Raoul Wallenberg Street
                             Tel Aviv 69719, Israel

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned hereby appoint(s) Arnold Taragin and Tsipi Kagan, or
either of them, attorneys or attorney of the undersigned, for and in the name(s)
of the undersigned, with power of substitution and revocation in each to vote
any and all Ordinary Shares, par value NIS 0.1 per share, of RADVISION Ltd., or
the Company, which the undersigned would be entitled to vote as fully as the
undersigned could if personally present at the Annual General Meeting of
Shareholders of the Company to be held on Sunday, July 22, 2007 at 10:00 a.m.
(Israel time) at the principal offices of the Company, 24 Raoul Wallenberg
Street, Tel Aviv, Israel and at any adjournment or adjournments thereof, and
hereby revoking any prior proxies to vote said shares, upon the following items
of business more fully described in the notice of and proxy statement for such
Annual General Meeting (receipt of which is hereby acknowledged):

THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE. IN THE ABSENCE OF SUCH
SPECIFICATION, THE SHARES REPRESENTED BY THIS PROXY CARD WILL BE VOTED FOR ITEMS
1 THROUGH 6 SET FORTH ON THE REVERSE, INCLUDING THE ELECTION OF THE NOMINEES FOR
CLASS C DIRECTOR NAMED IN ITEM 2. ON ANY OTHER BUSINESS THAT MAY PROPERLY COME
BEFORE THE ANNUAL GENERAL MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
THE JUDGMENT OF THE PERSONS NAMED ABOVE AS PROXIES.

                  (Continued and to be signed on reverse side)





                    ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

                                 RADVISION LTD.

                                  July 22, 2007

                           Please date, sign and mail
                             your proxy card in the
                            envelope provided as soon
                                  as possible.

     Please detach along perforated line and mail in the envelope provided.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
THE BOARD OF  DIRECTORS  RECOMMENDS  A VOTE  "FOR" ALL OF THE  PROPOSALS  BELOW.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE     IN     BLUE     OR     BLACK     INK     AS     SHOWN      HERE     [X]
--------------------------------------------------------------------------------

     (1)  To  ratify  the   reappointment  of  Kost  Forer  Gabbay  &  Kasierer,
          registered  independent public accountants,  a member of Ernst & Young
          Global, as the Company's independent registered public accountants for
          the year ending  December 31, 2007,  and to  authorize  the  Company's
          Board of Directors to delegate to the Audit Committee the authority to
          fix such independent  registered public  accountants'  compensation in
          accordance with the volume and nature of their services.

          [ ] FOR                  [ ] AGAINST             [ ] ABSTAIN

     (2)  To elect two (2)  directors  as Class "C"  directors of the Company to
          serve until the 2010 Annual General Meeting of Shareholders.

          [ ]  FOR ALL NOMINEES                           NOMINEE:
                                                          ( )    ZOHAR ZISAPEL
          [ ] WITHHOLD AUTHORITY FOR ALL NOMINEES         ( )    EFRAIM WACHTEL

          [ ]  FOR ALL EXCEPT (see instructions below)






INSTRUCTION:     To withhold authority to vote for any individual nominee(s),
-----------      mark "FOR ALL EXCEPT" and fill in the circle next
                 to each nominee you wish to withhold, as shown here: (X)

     (3)  To approve an  amendment  to the  Company's  Articles  of  Association
          providing  for the  replacement  of item no. 36  thereto as amended in
          accordance  with  Amendment No. 3 to the Israeli  Companies  Law, 1999
          (the "Companies Law") regarding  Indemnification  and Insurance of the
          Company's  Office  Holders  (as such term is defined in the  Companies
          Law);

          [ ] FOR                  [ ] AGAINST             [ ] ABSTAIN

     (4)  To ratify the new  indemnification  agreements  upon all the Company's
          Office Holders.

          [ ] FOR                  [ ] AGAINST             [ ] ABSTAIN

     (5)  To approve remuneration of the Company's directors.

          [ ] FOR                  [ ] AGAINST             [ ] ABSTAIN

     (6)  To increase the Company's authorized share capital.

          [ ] FOR                  [ ] AGAINST             [ ] ABSTAIN

To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that changes
to the registered name(s) on the account may not be submitted via this method. [
]


Signature of Shareholder _______ Date _____
Signature of Shareholder _______ Date _____

Note:    Please sign exactly as your name or names appear on this Proxy. When
         shares are held jointly, each holder should sign. When signing as
         executor, administrator, attorney, trustee or guardian, please give
         full title as such. If the signer is a corporation, please sign full
         corporate name by duly authorized officer, giving full title as such.
         If signer is a partnership, please sign in partnership name by
         authorized person.









                                   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)



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



Date:  June 26, 2007