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 May 2006

                                 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 and 333-116964.






                                 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 Quarterly Period ended March 31, 2006.





                                                                          ITEM 1















                       RADVISION LTD. AND ITS SUBSIDIARIES


                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS


                              AS OF MARCH 31, 2006


                            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



                                                                March 31,     December 31,
                                                                   2006           2005
                                                               ------------  -------------
                                                                Unaudited       Audited
                                                               ------------  -------------
                                                                         
  ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                      $ 17,137      $ 32,927
  Short-term bank deposits                                         31,900        17,503
  Short-term marketable securities                                 42,134        46,015
  Trade receivables (net of allowance for doubtful
    accounts of $ 734 at March 31, 2006 and December 31, 2005)      8,712        12,257
  Other accounts receivable and prepaid expenses                    3,505         4,318
  Inventories                                                       3,520         2,593
                                                                 --------      --------
Total current assets                                              106,908       115,613
-----                                                            --------      --------

LONG-TERM INVESTMENTS AND RECEIVABLES:
  Long-term bank deposits                                          16,343        11,395
  Long-term marketable securities                                  28,145        17,111
  Severance pay fund                                                2,958         2,931
                                                                 --------      --------
Total long-term investments and receivables                        47,446        31,437
-----                                                            --------      --------

PROPERTY AND EQUIPMENT, NET                                         3,551         3,190
                                                                 --------      --------
GOODWILL                                                            2,966         2,966
                                                                 --------      --------
INTANGIBLE ASSETS, NET                                              3,269         3,542
                                                                 --------      --------
Total assets                                                     $164,140      $156,748
-----                                                            ========      ========

    LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Trade payables                                                 $  1,495      $  1,783
  Deferred revenues                                                 8,777         8,533
  Other accounts payable and accrued expenses                      12,087        12,122
                                                                 --------      --------
Total current liabilities                                          22,359        22,438
-----                                                            --------      --------

ACCRUED SEVERANCE PAY                                               3,903         3,643
                                                                 --------      --------
Total liabilities                                                  26,262        26,081
-----                                                            --------      --------

SHAREHOLDERS' EQUITY:
  Ordinary shares of NIS 0.1 par value:
    Authorized - 25,000,000 shares at March 31, 2006
    and December 31, 2005; Issued and outstanding -
    22,186,739 and 21,803,997 shares at March 31,
    2006 and December 31, 2005, respectively                          226           218
  Additional paid-in capital                                      119,724       116,446
  Deferred stock compensation                                       1,028             -
  Retained earnings                                                16,900        14,003
                                                                 --------      --------
Total shareholders' equity                                        137,878       130,667
-----                                                            --------      --------

Total liabilities and shareholders' equity                       $164,140      $156,748
-----                                                            ========      ========


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


                                               Three months ended
                                                    March 31,
                                         -------------------------------
                                           2006 (*)              2005
                                         ----------           ----------
                                                    Unaudited
                                         -------------------------------

Revenues:
  Products                                $11,612             $ 9,498
  License and royalties                     3,977               3,504
  Services                                  4,547               3,278
                                          -------             -------

Total revenues                             20,136              16,280
-----                                     -------             -------

Cost of revenues:
  Products                                  2,482               2,258
  Services                                  1,169                 518
                                          -------             -------

Total cost of revenues                      3,651               2,776
-----                                     -------             -------

Gross profit                               16,485              13,504
                                          -------             -------

Operating costs and expenses:
  Research and development                  5,745               4,655
  Marketing and selling                     7,399               5,757
  General and administrative                1,461               1,159
                                          -------             -------

Total operating costs and expenses         14,605              11,571
-----                                     -------             -------

Operating income                            1,880               1,933
Financial income, net                       1,271                 561
                                          -------             -------

Income before taxes on income               3,151               2,494
Taxes on income, net                          254                 -
                                          -------             -------

Net income                                $ 2,897             $ 2,494
                                          =======             =======

Basic net earnings per Ordinary share     $  0.13             $  0.12
                                          =======             =======

Diluted net earnings per Ordinary share   $  0.13             $  0.11
                                          =======             =======

(*)  See Note 2 to consolidated  financial statements.  Net income for the three
     months ended March 31, 2006 included stock-based compensation expense under
     SFAS 123(R) of $1,028 which consisted of stock-based  compensation expense.
     There was no  stock-based  compensation  expense  related to employee stock
     options  under SFAS 123(R) in the three months ended March 31, 2005 because
     the Company did not adopt the recognition provisions of SFAS 123(R).


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


                                                                  Three months ended
                                                                       March 31,
                                                               --------------------------
                                                                  2006            2005
                                                               ----------      ----------
                                                                       Unaudited
                                                               --------------------------
                                                                          
Cash flows from operating activities:
-------------------------------------
  Net income                                                    $  2,897        $  2,494
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation and amortization                                     687             453
   Accrued interest and amortization of premium
     on held-to-maturity marketable
     securities and bank deposits, net                              (344)             20
   Amortization of deferred stock compensation                     1,028             -
   Decrease (increase) in trade receivables, net                   3,545            (283)
   Decrease in other accounts receivable and prepaid expenses        951             699
   Increase (decrease) in deferred revenues                          244          (1,322)
   Decrease (increase) in inventories                               (927)             79
   Increase in deferred tax asset                                    (54)            -
   Decrease in trade payables                                       (288)           (471)
   Decrease in other accounts payable and accrued expenses           (35)            (26)
   Increase in accrued severance pay, net                            233              76
                                                                --------        --------
Net cash provided by operating activities                          7,937           1,719
                                                                --------        --------

Cash flows from investing activities:
-------------------------------------
   Proceeds from redemption of
   held-to-maturity marketable securities                         15,454           2,062
   Purchase of held-to-maturity marketable securities            (22,466)         (3,474)
   Proceeds from withdrawal of bank deposits                       5,282           7,659
   Purchase of bank deposits                                     (24,424)        (11,111)
   Purchase of property and equipment                               (775)           (604)
   Purchase of FVC assets (1)                                        -            (7,001)
                                                                --------        --------
Net cash used in investing activities                            (26,929)        (12,469)
                                                                --------        --------

Cash flows from financing activities:
-------------------------------------
   Exercise of options by employees                                3,032           2,833
   Tax benefit related to exercise of stock options                  170             -
                                                                --------        --------
Net cash provided by financing activities                          3,202           2,833
                                                                --------        --------

Decrease in cash and cash equivalents                            (15,790)         (7,917)
Cash and cash equivalents at the beginning of the period          32,927          20,206
                                                                --------        --------
Cash and cash equivalents at the end of the period              $ 17,137        $ 12,289
                                                                ========        ========
Supplemental disclosure of non-cash
-----------------------------------
 flow from investing and financing activities:
 ---------------------------------------------
  Receivables on account of shares                              $     99        $    162
                                                                ========        ========



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


(1)  Supplemental disclosure of cash flow information:
     ------------------------------------------------

       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     $  265
       Property and equipment                                       57
       Technology                                                3,285
       Distribution networks                                     1,075
       Goodwill                                                  2,319
                                                                ------
                                                                $7,001
                                                                ======

                                       5







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

NOTE 1:- GENERAL

          a.   RADVISION Ltd. ("the  Company") is an Israeli  corporation  which
               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 ("IP").

               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 communications.

               The  Company  operates  under  two  reportable  segments:  1) the
               Networking Business Unit (or "NBU"),  which focuses on networking
               solutions  and  products  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 seven 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,  RADVISION
               FRANCE S.A.R.L in France, RADVISION B.V. in the Netherlands,  all
               of  which  are  primarily  engaged  in  marketing  the  Company's
               products and technology,  and RADVISION Communication Development
               (Beijing)  Co.  Ltd.  in China,  which is  primarily  engaged  in
               research and development.

          b.   Acquisition   of  assets  and  the  business  of  First   Virtual
               Communication Inc ("FVC"):

               On March 15,  2005,  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.  FVC  creates
               leading software products that enable  interactive  voice,  video
               and data collaboration over IP-based networks.  The cash purchase
               price  for the  acquisition,  including  transaction  costs,  was
               $7,496.

               The  acquisition  was accounted for under the purchase  method of
               accounting, in accordance with SFAS No. 141, and accordingly, the
               purchase  price was  allocated  to the  assets  acquired  and the
               liabilities  assumed based on their  estimated  fair value at the
               date of  acquisition  and the  results of FVC's  operations  were
               included in the consolidated financial statements commencing from
               the date of  acquisition.  The excess of the purchase  price over
               the estimated fair value of the net assets  acquired was recorded
               as goodwill. The purchase price of the acquisition was determined
               and paid based on significant  consideration  for synergistic and
               strategic benefits.


                                        6




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

NOTE 1:- GENERAL (Cont.)

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

               Tangible assets acquired (including cash and
                 cash equivalents)                              $ 1,167
               Liabilities assumed                                 (350)
               Intangible assets:
                  Technology                                      3,285
                  Distribution networks                           1,075
                  Goodwill                                        2,319
                                                                 ------
               Total consideration                               $7,496
                                                                 ======

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

          The significant  accounting  policies  applied in the annual financial
          statements  of  the  Company  as of  December  31,  2005  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, 2005.

          c.   Accounting for stock-based compensation:

               On January 1, 2006,  the Company  adopted  Statement of Financial
               Accounting   Standards  No.  123  (revised  2004),   "Share-Based
               Payment"  ("SFAS  123(R)"),  which requires the  measurement  and
               recognition of compensation  expense for all share-based  payment
               awards made to employees and directors,  including employee stock
               options and employee  stock  purchases  related to employee stock
               purchase plans  ("employee stock  purchases")  based on estimated
               fair  values.  SFAS  123(R)  supersedes  the  Company's  previous
               accounting  under  Accounting  Principles  Board  Opinion No. 25,
               "Accounting for Stock Issued to Employees" ("APB 25") for periods
               beginning January 1, 2006.

               The Company  adopted SFAS 123(R)  using the modified  prospective
               transition  method.  In accordance with the modified  prospective
               transition   method,   the   Company's   Consolidated   Financial
               Statements  for prior  periods have not been restated to reflect,
               and do not  include,  the  impact  of  SFAS  123(R).  Stock-based
               compensation  expense  recognized under SFAS 123(R) for the three
               months  ended  March  31,  2006 was  $1,028  which  consisted  of
               stock-based   compensation  expense  related  to  employee  stock
               options (see d. below).

                                       7




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

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

               SFAS 123(R)  requires  companies  to  estimate  the fair value of
               share-based  payment  awards  on  the  date  of  grant  using  an
               option-pricing  model. The value of the portion of the award that
               is ultimately  expected to vest is recognized as expense over the
               requisite service periods in the Company's Consolidated Statement
               of Operations.  Prior to the adoption of SFAS 123(R), the Company
               accounted for stock-based awards to employees and directors using
               the intrinsic  value method in accordance  with APB 25 as allowed
               under  Statement  of  Financial  Accounting  Standards  No.  123,
               "Accounting for Stock-Based Compensation" ("SFAS 123"). There was
               no  stock-based  compensation  expense  related to employee stock
               options and employee stock purchases  recognized during the three
               months ended March 31, 2005.

               In  conjunction  with the  adoption of SFAS  123(R),  the Company
               estimates  option  values  using  the  Black-Scholes   method  of
               attributing  the value of  stock-based  compensation  to  expense
               using the straight-line method. The option-pricing model requires
               a number  of  assumptions,  of which  the most  significant  are,
               expected  stock  price  volatility,   the  expected   pre-vesting
               forfeiture  rate and the expected option term (the amount of time
               from the grant date until the options are  exercised  or expire).
               Expected  volatility was calculated based upon actual  historical
               stock price  movements  over the most recent periods ending March
               31, 2006 equal to the expected option term. Expected  pre-vesting
               forfeitures were estimated based on actual historical pre-vesting
               forfeitures  over the most recent  periods  ending March 31, 2006
               for the  expected  option  term.  The  expected  option  term was
               calculated using the "simplified" method permitted by SAB 107.

               The fair  value  estimated  at the date of grant  using a Black -
               Scholes    Option    Valuation    Model   with   the    following
               weighted-average assumptions for the three months ended March 31,
               2006 and 2005:

                                                           Three months ended
                                                               March 31,
                                                         ----------------------
                                                           2006          2005
                                                         -------       --------
                                                               Unaudited
                                                         ----------------------
                      Risk free interest                   4.39%          4.01%
                      Dividend yields                       0%              0%
                      Volatility                           0.560          0.367
                      Expected life                        6.16             4

               Pro-Forma  Stock  Compensation  Expense for the Quarterly  Period
               Ended March 31, 2005

               For the  quarterly  period  ended  March 31,  2005,  the  Company
               applied  the  intrinsic  value  method  of  accounting  for stock
               options as prescribed by APB 25, whereby  compensation expense is
               equal to the excess,  if any, of the quoted  market  price of the
               stock  over the  exercise  price at the grant  date of the award.
               Since all options granted during the quarterly period ended March
               31, 2005 had an exercise  price equal to the closing market price
               of the underlying common stock on the grant date, no compensation
               expense  was  recognized.   If  compensation   expense  had  been
               recognized  based on the  estimated  fair  value  of each  option
               granted in accordance with the provisions of SFAS 123, as amended
               by Statement of Financial Accounting Standard 148, net income and
               net income per share  would  have been  reduced to the  following
               pro-forma amounts:


                                        8



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

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

                                                            Three months
                                                           ended March 31,
                                                               2005
                                                           ---------------
                                                             Unaudited
                                                           ---------------
               Net income as reported                         $ 2,494
               Deduct: stock-based compensation expense
                 determined under fair value
                 method for all awards                            891
                                                              -------
               Pro forma net income                           $ 1,603
                                                              =======
               Basic earnings per share, as reported          $  0.12
                                                              =======
               Diluted earnings per share, as reported        $  0.11
                                                              =======
               Pro forma basic net income per share           $  0.08
                                                              =======
               Pro forma diluted net income per share         $  0.07
                                                              =======

               Pro-forma  compensation  expense  under  SFAS  123,  among  other
               computational   differences,    does   not   consider   potential
               pre-vesting  forfeitures.   Because  of  these  differences,  the
               pro-forma  stock  compensation  expense  presented  above for the
               prior  quarterly  period  ended March 31, 2005 under SFAS 123 and
               the stock  compensation  expense  recognized  during the  current
               quarterly  period  ended March 31, 2006 under SFAS 123(R) are not
               directly comparable.  In accordance with the modified prospective
               transition method of SFAS 123(R), the prior comparative quarterly
               results have not been restated.

          d.   Reconciliation of GAAP to Non-GAAP Operating Results:

               To supplement our consolidated  financial statements presented in
               accordance   with  generally   accepted   accounting   principles
               ("GAAP"),  we use  non-GAAP  measures of operating  results,  net
               income and  earnings per share,  which are adjusted  from results
               based on GAAP to  exclude  the  expenses  we  recorded  for stock
               compensation  in  accordance  with SFAS  123(R).  These  non-GAAP
               financial measures are provided to enhance overall  understanding
               of our current  financial  performance  and our prospects for the
               future.  Specifically,  we believe the non-GAAP  results  provide
               useful  information  to both  management,  and investors as these
               non-GAAP  results  exclude the  expenses  we  recorded  for stock
               compensation  in accordance  with SFAS  123(R)that we believe are
               not  indicative of our core  operating  results.  Further,  these
               non-GAAP  results  are one of the primary  indicators  management
               uses for  assessing  our  performance,  allocating  resources and
               planning and forecasting future periods. These measures should be
               considered  in addition to results  prepared in  accordance  with
               GAAP,  but should not be considered a substitute  for or superior
               to GAAP results.  These  non-GAAP  measures may be different than
               the non-GAAP measures used by other companies.


                                        9



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

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

                     The following table reconciles the GAAP to non-GAAP
Operating Results:


                                                                    Three months ended March 31,
                                                 -----------------------------------------------------------------
                                                                    2006                               2005
                                                 ------------------------------------------------ ----------------
                                                                            (Unaudited)
                                                 -----------------------------------------------------------------
                                                                    non-GAAP
                                                                   adjustment
                                                 GAAP results     share-based        non-GAAP       GAAP results
                                                 (as reported)    compensation        results      (as reported)
                                                 -------------- ---------------  --------------   --------------
                                                                                       
 Revenues                                            $ 20,136       $     -          $ 20,136        $ 16,280
 Cost of revenues                                       3,651            69             3,582           2,776
                                                 -------------- ---------------  --------------   --------------
 Gross profit                                          16,485            69            16,554          13,504
                                                 -------------- ---------------  --------------   --------------
 Operating costs and expenses:
   Research and development                             5,745           299             5,446           4,655
   Marketing and selling                                7,399           439             6,960           5,757
   General and administrative                           1,461           221             1,240           1,159
                                                 -------------- ---------------  --------------   --------------
 Total operating costs and expenses                    14,605           959            13,646          11,571
 -----                                           -------------- ---------------  --------------   --------------

 Operating income                                       1,880         1,028             2,908           1,933
 Financial income, net                                  1,271             -             1,271             561
                                                 -------------- ---------------  --------------   --------------
 Income before taxes on income                          3,151         1,028             4,179           2,494
 Taxes on income                                          254             -               254               -
                                                 -------------- ---------------  --------------   --------------
 Net income                                           $ 2,897       $ 1,028           $ 3,925         $ 2,494
                                                 ============== ===============  ==============   ==============
 Basic net earnings per Ordinary share                 $ 0.13        $ 0.05            $ 0.18          $ 0.12
                                                 ============== ===============  ==============   ==============
 Weighted average number of shares outstanding
   during the period - basic                       21,995,368                      21,995,368      20,714,218
                                                 ==============                  ==============   ==============
 Diluted net earnings per Ordinary share               $ 0.13        $ 0.04            $ 0.17          $ 0.11
                                                 ============== ===============  ==============   ==============
 Weighted average number of shares outstanding
   during the period - diluted                     22,460,281                      22,460,281      22,033,189
                                                 ==============                  ==============   ==============


                                       10




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

NOTE 3:- UNAUDITED INTERIM FINANCIAL STATEMENTS

          The accompanying  unaudited interim consolidated  financial statements
          have been  prepared  in  accordance  with GAAP for  interim  financial
          information.  Accordingly, they do not include all the information and
          footnotes required by GAAP 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 three months ended March 31, 2006,
          are not  necessarily  indicative of the results of operations that may
          be expected for the year ended December 31, 2006.


NOTE 4:- INVENTORIES

                                                March 31,       December 31,
                                                   2006             2005
                                              ------------    --------------
                                                Unaudited         Audited
                                              ------------    --------------
              Raw materials                   $   3,023       $   2,451
              Finished products                     497             142
                                              ------------    --------------
                                              $   3,520       $   2,593
                                              ============    ==============


NOTE 5:- OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES

                                                      March 31,    December 31,
                                                        2006          2005
                                                   ------------  -------------
                                                     Unaudited       Audited
                                                   ------------  -------------
         Payroll and related accruals              $   2,944     $    3,133
         Accrued expenses and other liabilities        9,143          8,989
                                                   ------------  -------------
                                                   $  12,087     $   12,122
                                                   ============  =============


                                       11




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

NOTE 6:- SEGMENTS REPORTING

                                                 Three months ended
                                                      March 31,
                                            ---------------------------
                                               2006              2005
                                            ---------          --------
                                                     Unaudited
                                            ---------------------------
              Revenues:
                NBU                         $  14,127          $ 10,725
                TBU                             6,009             5,555
                                            ---------          --------
              Total revenues                $  20,136          $ 16,280
              -----                         =========          ========

              Cost of revenues:
                NBU                         $   3,344          $  2,420
                TBU                               307               356
                                            ---------          --------
              Total cost of revenues        $   3,651          $  2,776
              -----                         =========          ========


NOTE 7:- EARNINGS PER SHARE

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

                                                           Three months ended
                                                                March 31,
                                                        ------------------------
                                                           2006          2005
                                                        ----------    ----------
                                                                  Unaudited
                                                        ------------------------
         Numerator:
           Net income                                   $    2,897    $    2,494
                                                        ==========    ==========
         Number of shares:
           Denominator:
             Denominator for basic earnings per
              share - weighted average
              of ordinary shares                        21,995,368    20,714,218
             Effect of dilutive securities:
             Employee stock options and unvested
              restricted shares                            464,913     1,318,971
                                                        ----------    ----------
                                                        22,460,281    22,033,189
                                                        ==========    ==========
         Basic net earnings per ordinary share          $     0.13    $     0.12
                                                        ==========    ==========
         Diluted net earnings per ordinary share        $     0.13    $     0.11
                                                        ==========    ==========

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

                                  12









         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 Condensed Consolidated Financial
Statements for the Quarterly Period ended March 31, 2006 above and the audited
financial statements and notes thereto and Item 5. Operating and Financial
Review and Prospects contained in our 2005 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 significant uncertainties and other factors affecting
forward-looking statements in the section entitled "Risk Factors" and elsewhere
in our 2005 Annual Report on Form 20-F.

Background

          We design, develop and supply products and technology that enable
real-time voice, video and data communication over packet networks, including
the Internet and other other Internet Protocol, or IP, networks. We were
incorporated in January 1992, commenced operations in October 1992 and commenced
sales of our products in the fourth quarter of 1994. Since our initial public
offering on March 14, 2000, our ordinary shares have been listed on the NASDAQ
National Market (symbol: RVSN) and our ordinary shares have also traded on the
Tel Aviv Stock Exchange since October 20, 2002.

          We have seven wholly-owned subsidiaries: RADVISION Inc. in the United
States, RADVISION (HK) Ltd. in Hong Kong, RADVISION (UK) Ltd. in the United
Kingdom, RADVISION FRANCE S.A.R.L. in France, RADVISION Japan KK in Japan,
RADVISION B.V. in the Netherlands, all of which are primarily engaged in the
sale and marketing of our products and technology, and RADVISION Communication
Development (Beijing) Co. Ltd. in China., which is primarily engaged in research
and development.

          Our revenues are generated in U.S. dollars or are linked to the dollar
and a majority of our expenses are incurred in U.S. dollars.  Consequently, we
use the dollar as our functional currency.  Transactions and balances in other
currencies are re-measured into dollars according to the principles in Financial
Accounting Standards Board Statement No. 52.  Gains and losses

                                       13






arising from re-measurement are reflected in the statements of operations as
financial income or expenses as appropriate.

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 IP and 3G (Third Generation)
networks. 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 approximately 450 customers worldwide including Aethra,
Alcatel, Cisco, Lucent, Microsoft, Nortel, NTT/DoCoMo, Orange Telecom, Philips,
Panasonic, Qualcomm, Samsung, Shanghai Bell, Siemens, Sony and Telecom Italy.

          Since 2001, we have conducted our business through 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, H.323 and 3G-based networks, supporting most end
points in the industry today. These products are sold to the enterprise market,
U.S. federal government and service provider market.

          On March 15, 2005, 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" basis. We acquired FVC's
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)
products provide integrated and scalable desktop conferencing solutions. Click
to Meet(TM) 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(TM) products are widely used worldwide and
offer a robust set of functionalities. The purchase price was approximately $7.0
million. We also hired approximately thirty-one former employees of FVC that
were based in Nashua, New Hampshire, and who were involved in marketing, selling
and supporting the acquired FVC products. In the year ended December 31, 2005,
we recognized revenues of $5.1 million from Click to Meet(TM) products as part
of our NBU segment.

          Our Technology Business Unit, or TBU, is a one-stop-shop for developer
platforms that equipment vendors use to build voice and video over IP and 3G
products and solutions. 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 solutions include developer toolkits for SIP, MEGACO/H.248, MGCP, H.323,
and 3G-



                                       14




324M, as well as our ProLab(TM) Test Management Suite and IP Phone Toolkit. Our
toolkits have been used by developers in a wide range of environments from
chipsets to simple user devices such as IP phones, and from integrated video
systems through carrier class network devices such as gateways, switches, soft
switches and 3G multimedia gateways.

          Both business units also provide professional services to customers,
assisting them to integrate our technology into their products and to customize
our products to their specific needs.

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 and 3G networks. We provide solutions at every level - protocol
developer toolkits, professional services, network infrastructure, as well as
integrated solutions that complement the communication solutions of other
vendors such as those from Alcatel, Cisco, Microsoft and Sony. 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.

Results of Operations

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

                                                             Three months
                                                             ended March 31,
                                                             ---------------
                                                             2006       2005
                                                             ----       ----
                                                               %          %
          Revenues.......................................    100.0      100.0
          Cost of revenues...............................     18.1       17.1
             Gross profit................................     81.9       82.9

          Operating expenses
             Research and development....................     28.5       28.6
             Marketing and selling.......................     36.7       35.4
             General and administrative..................      7.3        7.1
          Total operating expenses.......................     72.5       71.1
          Operating income...............................      9.4       11.8
          Financial income...............................      6.3        3.4
          Taxes on income................................      1.3          -
          Net income.....................................     14.4       15.2

Three Months Ended March 31, 2006 Compared with
Three Months Ended March 31, 2005

          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

                                       15






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, the Middle East and the Asia-Pacific region.

          Our revenues increased from $16.3 million for the three months ended
March 31, 2005 to $20.1 million for the three months ended March 31, 2006, an
increase of $3.8 million, or 23.3%. This increase was due to a $3.4 million
increase in sales of our networking products and a $400,000 increase in sales of
our technology products.

          Revenues from networking products increased from $10.7 million for the
three months ended March 31, 2005 to $14.1 million for the three months ended
March 31, 2006, an increase of $3.4 million, or 31.7%. The increase in revenues
from networking products was primarily attributable to $2.3 million in revenues
from the sales of the Click to Meet products that we acquired from FVC in March
2005 and an increase of $1.8 million in revenues from our 3G products.

          Revenues from technology products increased from $5.6 million for the
three months ended March 31, 2005 to $6.0 million for the three months ended
March 31, 2006, an increase of $400,000, or 7.1%. The increase in revenues from
technology products was attributable to a $300,000 increase in maintenance
revenues and a $600,000 increase in revenues from royalties. This was offset in
part by a $200,000 decrease in software license fees and a $300,000 decrease in
professional services with respect to customization services.

          Revenues from sales to customers in the Americas increased from $8.5
million, or 52.1% of revenues, for the three months ended March 31, 2005 to $9.8
million, or 48.8% of revenues, for the three months ended March 31, 2006, an
increase of $1.3 million, or 15.3%. This increase in sales to customers in the
Americas was primarily attributable to increased sales to Cisco and from sales
of the Click to Meet products.

          Revenues from sales to customers in Europe and the Middle East
increased from $4.7 million for the three month period ended March 31, 2005, or
28.6% of revenues, to $6.5 million, or 32.3% of revenues, for the three months
ended March 31, 2006, an increase of $1.8 million, or 38.3%. This increase in
sales to customers in Europe and the Middle East was primarily attributable to
an increase in sales of our 3G and Click to Meet products.

          Revenues from sales to customers in the Asia-Pacific region increased
from $3.1 million, or 19.3% of revenues, for the three months ended March 31,
2005 to $3.8 million, or 18.9% of revenues, for the three months ended March 31,
2006, an increase of $700,000, or 22.6%. This increase in sales to customers in
the Asia-Pacific region was primarily attributable to an increase in sales of
our 3G and TBU products.

          Cost of Revenues. Our cost of revenues consists of component and
material costs, direct labor costs, subcontractor fees, overhead related to
manufacturing and depreciation of manufacturing equipment. Our gross margin is
affected by the selling prices for our products, as well as the proportion of
our revenues generated from the sale of our technology products as

                                       16






compared to our networking products and the proportion of our revenues generated
from the sale of our software solutions as compared to our hardware products in
our NBU segment.

          Cost of revenues increased from $2.8 million for the three month
period ended March 31, 2005 to $3.7 million for the three months ended March 31,
2006, an increase of $0.9 million, or 32.1%. Gross profit as a percentage of
revenues decreased from 82.9% for the three months ended March 31, 2005 to 81.9%
for the three months ended March 31, 2006, due to the increased proportion of
NBU product sales that have lower profit margins. In addition, cost of revenues
for the three months ended March 31, 2006 included $100,000 of stock-based
compensation recorded under Financial Accounting Standards Board Statement No.
123(revised 2004), "Share-Based Payment," or FASB No. 123(R).

          Research and Development. Our research and development expenses
consist primarily of compensation and related costs for research and development
personnel, expenses for testing facilities and depreciation of equipment.
Research and development expenses increased from $4.7 million for the three
months ended March 31, 2005 to $5.7 million for the three months ended March 31,
2006, an increase of $1.0 million or 21.3%. This increase was primarily
attributable to an increase in the number of research and development personnel,
mainly due to the acquisition of the Click to Meet products. In addition,
research and development expenses for the three months ended March 31, 2006
included $300,000 of stock-based compensation recorded under FASB No. 123(R).

          Marketing and Selling. Our marketing and selling expenses consist
primarily of compensation and related costs for sales personnel, marketing
personnel, sales commissions, marketing programs, public relations, promotional
materials, travel expenses and trade show exhibit expenses. Marketing and
selling expenses increased from $5.8 million for the three months ended March
31, 2005 to $7.4 million for the three months ended March 31, 2006. Marketing
and selling expenses as a percentage of revenues increased from 35.4% for the
three months ended March 31, 2005 to 36.7% for the three months ended March 31,
2006. This increase was primarily attributable to an increase in the number of
marketing and sales personnel. In addition, marketing and selling expenses for
the three months ended March 31, 2006 included $400,000 of stock-based
compensation recorded under FASB No. 123(R).

          General and Administrative. Our general and administrative expenses
consist primarily of salaries and related expenses for executive, accounting and
human resources personnel, professional fees, provisions for doubtful accounts
and other general corporate expenses. General and administrative expenses
increased from $1.2 million for the three months ended March 31, 2005 to $1.5
million for the three months ended March 31, 2006. General and administrative
expenses as a percentage of revenues were 7.1% for the three months ended March
31, 2005 and 7.3% for the three months ended March 31, 2006. This increase was
primarily attributable $200,000 of stock-based compensation recorded under FASB
No. 123(R).

          Operating Income. We recorded operating income of $1.9 million for
both the three months ended March 31, 2005 and for the three months ended March
31, 2006.

          Financial Income, Net. Our financial income consists primarily of
interest earned on our bank deposits and other liquid investments, and gains and
losses from the re-measurement of

                                       17






monetary balance sheet items denominated in non-dollar currencies into dollars.
We recorded financial income, net of $561,000 for the three months ended March
31, 2005 compared to $1.3 million for the three months ended March 31, 2006.
Financial income for both periods was principally derived from the investment of
the proceeds of our March 2000 initial public offering and private placement,
the exercise of options by employees and cash generated from operating
activities. The increase in our financial income in the three months ended March
31, 2006 was primarily as a result of higher prevailing interest rates and an
increase in cash generated from operating activities.

Liquidity and Capital Resources

          We generated $7.9 million from operating activities for the three
months ended March 31, 2006 compared to $1.7 million in the same period in 2005.
Cash provided by our operating activities for three months ended March 31, 2006
was primarily attributable to net income of $2.9 million, a $3.5 million
decrease in trade receivables, a $1.0 million decrease in other receivables and
prepaid expenses, $1.0 million of amortization of deferred stock compensation
and depreciation and amortization expenses of $700,000. The increase in cash
provided by our operating activities was offset in part by a $1.2 million
increase in inventories and decreased trade payables.

          Net cash used in investing activities was approximately $26.9 million
for the three months ended March 31, 2006. Of such cash used in investing
activities, $800,000 was used for purchases of property and equipment.

          Our financing activities generated $3.2 million for the three months
ended March 31, 2006 compared to $2.8 million in the same period in 2005. Cash
provided by financing activities in both periods was primarily attributable to
proceeds 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 2006
as we position our company to realize 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.

Second Quarter 2006 Guidance

     o    Net sales for the second quarter of 2006 are expected to be
          approximately  $21.5 million, an increase of approximately $4.0
          million, or 22.9%, compared with the second quarter of 2005.

     o    Net income for the second quarter of 2006 is expected to increase to
          approximately 3.1$ million, or $0.14 per share, a 7.0% increase
          compared with the second quarter of 2005.



                                       18






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

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.

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 March 31, 2006, we had cash and cash equivalents and short-term
investments of $91.2 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.

Foreign Currency Exchange Risk

          We develop products in Israel and sell them in the Americas, the
Asia-Pacific region, Europe and the Middle East. 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 New Israeli
Shekels, or NIS.

          Since the beginning of 2006, the NIS has devaluated approximately 1.3%
against the dollar. The devaluation has resulted in an inflation rate in Israel,
which was approximately 0.6% in the first three months of 2006 compared to an
annual inflation rate of 2.4% in 2005 and of 1.2% in 2004.

          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.

Risk Factors

          There have been no material changes in our risk factors since we last
reported under Part I, Item 3D., of our Annual Report on Form 20-F for the year
ended December 31, 2005.



                                       19












                                   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:  May 15, 2006