As filed with the Securities and Exchange Commission on April 17, 2000
                                             Registration No. 333-______________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

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

        Delaware                                        94-3184303
(State of Incorporation)                    (I.R.S. Employer Identification No.)


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

                      585 Broadway, Redwood City, CA 94063
                    (Address of principal executive offices)

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

                              Equity Incentive Plan
                        1996 Employee Stock Purchase Plan
                Options Granted Outside of Equity Incentive Plan
                     2000 Non-Officer Equity Incentive Plan
            Options assumed under the following Interleaf Inc. plans:
                             1993 Stock Option Plan
                         1993 Director Stock Option Plan
                         1994 Employee Stock Option Plan
                  1997 Key Man Stock Option Plan and Agreement
                  1998 Key Man Stock Option Plan and Agreement
                            (Full title of the plans)

                                   Pehong Chen
                      President and Chief Executive Officer
                                BroadVision, Inc.
                                  585 Broadway
                         Redwood City, California 94063
                                 (650) 261-5100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                             ----------------------
                                   Copies to:
                            Kenneth L. Guernsey, Esq.
                               Cooley Godward LLP
                         One Maritime Plaza, 20th Floor
                             San Francisco, CA 94111
                                 (415) 693-2000
                             ----------------------


<PAGE>

<TABLE>

                                              CALCULATION OF REGISTRATION FEE

========================== ====================== ========================= ========================== =========================
<CAPTION>
                                                      Proposed Maximum          Proposed Maximum        Amount of Registration
 Title of Securities to        Amount to be          Offering Price Per     Aggregate Offering Price             Fee
      be Registered             Registered               Share (1)                     (1)
-------------------------- ---------------------- ------------------------- -------------------------- -------------------------

<S>                                   <C>                   <C>                          <C>                           <C>
Stock Options and Common              45,757,122            $1.89 - $33.26               $809,802,646                  $213,788
Stock (par value $.001)
========================== ====================== ========================= ========================== =========================
<FN>
(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee pursuant to Rule 457(c) and (h)(1) under the Securities Act of
1933,  as  amended  (the  "Act").  The  offering  price per share and  aggregate
offering price are based upon (a) the weighted average exercise price for shares
subject to outstanding options granted under (i) BroadVision, Inc. ("Registrant"
or "Company") Equity Incentive Plan (the "Incentive  Plan"),  (ii) the Company's
outside plan grants,  (iii) the Company's 2000 Non-Officer Equity Incentive Plan
(the "2000 Non-Officer , (iv) Interleaf,  Inc.  ("Interleaf")  1993 Stock Option
Plan (the "1993 Plan"), (v) Interleaf 1993 Director Stock Option Plan (the "1993
Director  Plan"),  (vi)  Interleaf  1994  Employee  Stock Option Plan (the "1994
Plan");  (vii) Interleaf 1997 Key Man Stock Option Plan and Agreement (the "1997
Plan")  and  (viii)  Interleaf  1998 Key Man  Stock  Option  Plan and  Agreement
(pursuant  to Rule 457(h)  under the Act) or (b) the average of the high and low
prices of Registrant's Common Stock as reported on the Nasdaq National Market on
April 10,  2000,  for (i) shares  reserved  for  future  grant  pursuant  to the
Incentive Plan and (ii) shares issuable  pursuant to the Company's 1996 Employee
Stock Purchase Plan (pursuant to Rule 457(c) under the Act). The following chart
illustrates the calculation of the registration fee:
</FN>
</TABLE>

<TABLE>
======================================================= ====================== ======================== ========================
<CAPTION>
                   Title of Shares                         Number of Shares       Offering Price Per       Aggregate Offering
                                                                                         Share                   Price
------------------------------------------------------- ---------------------- ------------------------ ------------------------
<S>                                                                <C>                    <C>                      <C>
Shares issuable  pursuant to outstanding stock options             15,589,938             $16.54(1)(a)             $257,916,174
under the Equity Incentive Plan
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares  reserved  for  future  issuance   pursuant  to              1,510,062             $33.26(1)(b)              $50,244,662
Equity Incentive Plan
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares  issuable  pursuant to the 1996 Employee  Stock              2,700,000             $33.26(1)(b)              $89,802,000
Purchase Plan
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares  issuable  pursuant to options  granted outside             17,604,270             $11.20(1)(a)             $197,109,891
of Equity Incentive Plan
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares reserved for future  issuance  pursuant to 2000              6,000,000             $33.26(1)(b)             $199,560,000
Non-Officer Plan
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares issuable  pursuant to outstanding stock options              1,677,211              $7.96(1)(a)              $13,344,236
under the Interleaf 1993 Plan
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares issuable  pursuant to outstanding stock options                113,739              $6.74(1)(a)                 $766,389
under the Interleaf 1993 Director Plan
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares issuable  pursuant to outstanding stock options                244,037              $1.95(1)(a)                 $476,173
under the Interleaf 1994 Plan
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares issuable  pursuant to outstanding stock options                251,213              $1.89(1)(a)                 $475,818
under the Interleaf 1997 Plan
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares issuable  pursuant to outstanding stock options                 56,652              $1.89(1)(a)                 $107,303
under the Interleaf 1998 Plan
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Proposed Maximum Aggregate Offering Price
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Registration Fee                                                                                                       $213,788
======================================================= ====================== ======================== ========================

                                                                        2
</TABLE>


<PAGE>

         In  February  1999,  the Board  approved  an  amendment  to the  Equity
Incentive Plan (the "Incentive Plan"), approved by the stockholders in May 1999,
to increase the number of shares  authorized  for issuance  under the  Incentive
Plan from a total of  53,775,000  to  61,875,000  shares and an amendment to the
1996  Employee  Stock  Purchase  Plan (the  "Purchase  Plan"),  approved  by the
stockholders  in May 1999,  to  increase  the  number of shares  authorized  for
issuance under the Purchase Plan from a total of 7,200,000 to 9,900,000 shares.

         In August 1999 the Board made changes to the Incentive  Plan,  approved
by the  stockholders  September  1999, in response to the  requirements  of Code
Section  162(m) of the Internal  Revenue Code of 1986,  as amended (the "Code"),
made  conforming  changes to the Incentive  Plan in  accordance  with Rule 16b-3
under the  Securities  Exchange Act of 1934, as amended and approved an increase
in the Incentive Plan from a total of 61,875,000 shares to 70,875,000 shares.

         All numbers reflect the 3-for-1 stock dividend  declared  September 10,
1999 and distributed on October 25, 1999 and the 3-for-1 stock dividend declared
February 21, 2000 and distributed on March 13, 2000.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by BroadVision, Inc. (the "Company") with
the Securities and Exchange  Commission are  incorporated by reference into this
Registration Statement:

(a)    The  Company's  Annual  Report on Form  10-K for the  fiscal  year  ended
       December 31, 1999;

(b)    The Company's quarterly reports on Form 10-Q for the quarters ended March
       31, June 30 and September 30, 1999;

(c)    The  Company's  Current  Reports  on Form 8-K dated  December  27,  1999,
       January 31, 2000 and March 1, 2000; and

(d)    The description of the Company's  Common Stock contained in the Company's
       Registration  Statement  filed  with the  Commission  on April 19,  1996,
       including  any amendment or report filed for the purpose of updating such
       description.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be  deemed  to be  incorporated  by  reference  herein  and to be a part of this
registration  statement  from  the  date  of the  filing  of  such  reports  and
documents.


                            DESCRIPTION OF SECURITIES


         Not applicable.


                     INTERESTS OF NAMED EXPERTS AND COUNSEL

              The validity of the shares of Common Stock being registered hereby
will be  passed  upon for the  Registrant  by Cooley  Godward  LLP,  Palo  Alto,
California.  Kenneth L. Guernsey, a partner at Cooley Godward LLP, is a director
of the  Registrant.  As of the  date of this  prospectus,  certain  members  and
associates of Cooley Godward LLP  beneficially own an aggregate of 12,363 shares
of our common stock.

                                       3
<PAGE>

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section  145  of  the  Delaware  General   Corporation  Law  permits  a
corporation to indemnify its directors,  officers, employees and other agents in
terms sufficiently broad to permit indemnification  (including reimbursement for
expenses)  under  certain   circumstances  for  liabilities  arising  under  the
Securities  Act of 1933, as amended (the "Act").  The Company's  Bylaws  contain
provisions  covering  indemnification  of  directors,  officers and other agents
against  certain  liabilities  and expenses  incurred as a result of proceedings
involving such persons in their capacities as directors,  officers, employees or
agents,  including  proceedings under the Act or the Securities  Exchange Act of
1934.

         The Company's  Bylaws provide for the  indemnification  of directors to
the fullest extent not prohibited by the Delaware  General  Corporation  Law and
authorize the  indemnification  by the Company of officers,  employees and other
agents as set forth in the  Delaware  General  Corporation  Law. The Company has
entered into  indemnification  agreements with each of the Company's  directors.
The form of  indemnification  agreement provides that the Company will indemnify
against  expenses and losses  incurred for claims brought against them by reason
of their status as a director,  to the fullest extent permitted by the Company's
Bylaws and Delaware law.

         In addition,  the Company maintains  directors' and officers' liability
insurance.


                       EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.


                                    EXHIBITS

5.1    Opinion of Cooley Godward LLP.

23.1   Consent of KPMG LLP, Independent Auditors

23.2   Consent of Arthur Andersen LLP, Independent Public Accountants

23.3   Consent  of  Cooley  Godward  LLP is  contained  in  Exhibit  5.1 to this
       Registration Statement.

24     Power of Attorney is contained on the signature pages.

99.1   Equity Incentive Plan, as amended. (i)

99.2   1996 Employee Stock Purchase Plan, as amended. (ii)

99.3   Form of Nonstatutory Stock Option Agreement Granted Outside of the Equity
       Incentive Plan.

99.4   2000 Non-Officer Equity Incentive Plan.

99.5   Interleaf, Inc. 1993 Stock Option Plan. (iii)

99.6   Interleaf, Inc. 1993 Director Stock Option Plan. (iv)

99.7   Interleaf, Inc. 1994 Employee stock Option Plan. (v)

99.8   Interleaf, Inc. 1997 Key Man Stock Option Plan and Agreement. (vi)

99.9   Interleaf, Inc. 1998 Key Man Stock Option Plan and Agreement. (iv)


                                       4
<PAGE>

--------------------------
(i)      Incorporated  herein by  reference  is the  applicable  Exhibit  to the
         Company's  Proxy  Statement  filed on September  13, 1999,  File Number
         0-28252.

(ii)     Incorporated  herein by  reference  is the  applicable  Exhibit  to the
         Company's Proxy Statement filed on April 12, 1999, File Number 0-28252.

(iii)    Incorporated   herein  by  reference  is  the  applicable   Exhibit  to
         Interleaf,  Inc.'s  Annual Report on Form 10-K for the year ended March
         31, 1995, File Number 0-14713.

(iv)     Incorporated   herein  by  reference  is  the  applicable   Exhibit  to
         Interleaf,  Inc.'s  Annual Report on Form 10-K for the year ended March
         31, 1994, File Number 0-14713.

(v)      Incorporated   herein  by  reference  is  the  applicable   Exhibit  to
         Interleaf,  Inc.'s  Annual  Report  on Form  10-K  for the  year  ended
         September 30, 1996, File Number 0-14713.

(vi)     Incorporated   herein  by  reference  is  the  applicable   Exhibit  to
         Interleaf,  Inc.'s  Registration  on Form S-8, filed June 5, 1998, File
         Number 333-77907.



                                  UNDERTAKINGS

1.       The undersigned registrant hereby undertakes:

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

          (i)    To include any prospectus  required by section  10(a)(3) of the
                 Securities Act;

          (ii)   To reflect in the  prospectus any facts or events arising after
                 the effective date of the  registration  statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in  the  aggregate,  represent  a  fundamental  change  in  the
                 information   set   forth   in  the   registration   statement.
                 Notwithstanding  the  foregoing,  any  increase  or decrease in
                 volume of  securities  offered  (if the total  dollar  value of
                 securities  offered would not exceed that which was registered)
                 and any  deviation  from the low or high  end of the  estimated
                 maximum  offering  range  may  be  reflected  in  the  form  of
                 prospectus  filed with the  Commission  pursuant to Rule 424(b)
                 (ss.  230.424(b)  of this  chapter) if, in the  aggregate,  the
                 changes in volume and price represent no more than a 20% change
                 in the  maximum  aggregate  offering  price  set  forth  in the
                 "Calculation  of  Registration  Fee"  table  in  the  effective
                 registration statement.

          (iii)  Toinclude any material  information with respect to the plan of
                 distribution  not  previously  disclosed  in  the  registration
                 statement or any  material  change to such  information  in the
                 registration statement;

                    Provided, however, that paragraphs (a)(i) and (a)(ii) do not
                 apply  if  the  information   required  to  be  included  in  a
                 post-effective  amendment by those  paragraphs  is contained in
                 periodic  reports filed by the issuer pursuant to section 13 or
                 section  15(d) of the  Exchange  Act that are  incorporated  by
                 reference herein.

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



                                       5
<PAGE>


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

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

2.       The  undersigned  registrant  hereby  undertakes  that, for purposes of
         determining  any liability under the Securities Act, each filing of the
         registrant's  annual report  pursuant to Section 13(a) or Section 15(d)
         of the Exchange Act (and, where applicable,  each filing of an employee
         benefit plan's annual report  pursuant to section 15(d) of the Exchange
         Act) that is  incorporated by reference in the  Registration  Statement
         shall be  deemed to be a new  registration  statement  relating  to the
         securities  offered herein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

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


                                       6
<PAGE>


                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in  the  City  of  Redwood  City,  State  of  California,  on
_______________, 2000.


                                        BROADVISION, INC.




                                        By: __________________________________
                                                   Randall C. Bolten
                                                   Chief Financial Officer



                               POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes and appoints  Pehong Chen and Randall C. Bolten,  and
each or any one of them, his true and lawful  attorney-in-fact  and agent,  with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitutes or substitute,  may lawfully do or cause to be
done by virtue hereof.

                                       7
<PAGE>


<TABLE>
         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<CAPTION>
Signature                                                 Title                                       Date




<S>                                                       <C>                                         <C>
                                                          President,  Chief Executive Officer and     __________, 2000
--------------------------------------------              Director (Principal Executive Officer)
         Pehong Chen


                                                          Vice  President  Operations,  and Chief     __________, 2000
--------------------------------------------              Financial Officer (Principal  Financial
         Randall C. Bolten                                and Accounting Officer)



                                                          Director                                    __________, 2000
--------------------------------------------
         David L. Anderson


                                                          Director                                    __________, 2000
--------------------------------------------
         Yogen K. Dalal


                                                          Director                                    __________, 2000
--------------------------------------------
         Koh Boon Hwee


                                                          Director                                    __________, 2000
--------------------------------------------
         Carl Pascarella


                                                          Director                                    __________, 2000
--------------------------------------------
         Todd A.  Garrett


                                                          Director                                    __________, 2000
--------------------------------------------
         Klaus Luft
</TABLE>

                                                                    8

<PAGE>



                                  EXHIBIT INDEX

5.1      Opinion of Cooley Godward LLP.

23.1     Consent of KPMG LLP, Independent Auditors.

23.2     Consent of Arthur Andersen LLP, Independent Public Accountants

23.3     Consent of Cooley  Godward  LLP is  contained  in  Exhibit  5.1 to this
         Registration Statement.

24       Power of Attorney is contained on the signature pages.

99.1     Equity Incentive Plan, as amended. (i)

99.2     1996 Employee Stock Purchase Plan, as amended. (ii)

99.3     Form of  Nonstatutory  Stock Option  Agreement  Granted  Outside of the
         Equity Incentive Plan.

99.4     2000 Non-Officer Equity Incentive Plan.

99.5     Interleaf, Inc. 1993 Stock Option Plan. (iii)

99.6     Interleaf, Inc. 1993 Director Stock Option Plan. (iv)

99.7     Interleaf, Inc. 1994 Employee stock Option Plan. (v)

99.8     Interleaf, Inc. 1997 Key Man Stock Option Plan and Agreement. (vi)

99.9     Interleaf, Inc. 1998 Key Man Stock Option Plan and Agreement. (iv)

------------------------------
(i)      Incorporated  herein by  reference  is the  applicable  Exhibit  to the
         Company's  Proxy  Statement  filed on September  13, 1999,  File Number
         0-28252.

(ii)     Incorporated  herein by  reference  is the  applicable  Exhibit  to the
         Company's Proxy Statement filed on April 12, 1999, File Number 0-28252.

(iii)    Incorporated   herein  by  reference  is  the  applicable   Exhibit  to
         Interleaf,  Inc.'s  Annual Report on Form 10-K for the year ended March
         31, 1995, File Number 0-14713.

(iv)     Incorporated   herein  by  reference  is  the  applicable   Exhibit  to
         Interleaf,  Inc.'s  Annual Report on Form 10-K for the year ended March
         31, 1994, File Number 0-14713.

(v)      Incorporated   herein  by  reference  is  the  applicable   Exhibit  to
         Interleaf,  Inc.'s  Annual  Report  on Form  10-K  for the  year  ended
         September 30, 1996, File Number 0-14713.

(vi)     Incorporated   herein  by  reference  is  the  applicable   Exhibit  to
         Interleaf,  Inc.'s  Registration  on Form S-8, filed June 5, 1998, File
         Number 333-77907.

                                       9
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As filed with the Securities and Exchange Commission on April 17, 2000
                                             Registration No. 333-______________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

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

        Delaware                                        94-3184303
(State of Incorporation)                    (I.R.S. Employer Identification No.)

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

                      585 Broadway, Redwood City, CA 94063
                    (Address of principal executive offices)

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

                              Equity Incentive Plan
                        1996 Employee Stock Purchase Plan
                Options Granted Outside of Equity Incentive Plan
                     2000 Non-Officer Equity Incentive Plan
            Options assumed under the following Interleaf Inc. plans:
                             1993 Stock Option Plan
                         1993 Director Stock Option Plan
                         1994 Employee Stock Option Plan
                  1997 Key Man Stock Option Plan and Agreement
                  1998 Key Man Stock Option Plan and Agreement
                            (Full title of the plans)

                                   Pehong Chen
                      President and Chief Executive Officer
                                BroadVision, Inc.
                                  585 Broadway
                         Redwood City, California 94063
                                 (650) 261-5100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                             ----------------------
                                   Copies to:
                            Kenneth L. Guernsey, Esq.
                               Cooley Godward LLP
                         One Maritime Plaza, 20th Floor
                             San Francisco, CA 94111
                                 (415) 693-2000
                             ----------------------
CALCULATION OF REGISTRATION FEE

========================== ====================== ========================= ========================== =========================
Proposed Maximum          Proposed Maximum        Amount of Registration
 Title of Securities to        Amount to be          Offering Price Per     Aggregate Offering Price             Fee
      be Registered             Registered               Share (1)                     (1)
-------------------------- ---------------------- ------------------------- -------------------------- -------------------------
Stock Options and Common              45,757,122            $1.89 - $33.26               $809,802,646                  $213,788
Stock (par value $.001)
========================== ====================== ========================= ========================== =========================
(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee pursuant to Rule 457(c) and (h)(1) under the Securities Act of
1933,  as  amended  (the  "Act").  The  offering  price per share and  aggregate
offering price are based upon (a) the weighted average exercise price for shares
subject to outstanding options granted under (i) BroadVision, Inc. ("Registrant"
or "Company") Equity Incentive Plan (the "Incentive  Plan"),  (ii) the Company's
outside plan grants,  (iii) the Company's 2000 Non-Officer Equity Incentive Plan
(the "2000 Non-Officer , (iv) Interleaf,  Inc.  ("Interleaf")  1993 Stock Option
Plan (the "1993 Plan"), (v) Interleaf 1993 Director Stock Option Plan (the "1993
Director  Plan"),  (vi)  Interleaf  1994  Employee  Stock Option Plan (the "1994
Plan");  (vii) Interleaf 1997 Key Man Stock Option Plan and Agreement (the "1997
Plan")  and  (viii)  Interleaf  1998 Key Man  Stock  Option  Plan and  Agreement
(pursuant  to Rule 457(h)  under the Act) or (b) the average of the high and low
prices of Registrant's Common Stock as reported on the Nasdaq National Market on
April 10,  2000,  for (i) shares  reserved  for  future  grant  pursuant  to the
Incentive Plan and (ii) shares issuable  pursuant to the Company's 1996 Employee
Stock Purchase Plan (pursuant to Rule 457(c) under the Act). The following chart
illustrates the calculation of the registration fee:
======================================================= ====================== ======================== ========================
Title of Shares                         Number of Shares       Offering Price Per       Aggregate Offering
                                                                                         Share                   Price
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares issuable  pursuant to outstanding stock options             15,589,938             $16.54(1)(a)             $257,916,174
under the Equity Incentive Plan
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares  reserved  for  future  issuance   pursuant  to              1,510,062             $33.26(1)(b)              $50,244,662
Equity Incentive Plan
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares  issuable  pursuant to the 1996 Employee  Stock              2,700,000             $33.26(1)(b)              $89,802,000
Purchase Plan
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares  issuable  pursuant to options  granted outside             17,604,270             $11.20(1)(a)             $197,109,891
of Equity Incentive Plan
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares reserved for future  issuance  pursuant to 2000              6,000,000             $33.26(1)(b)             $199,560,000
Non-Officer Plan
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares issuable  pursuant to outstanding stock options              1,677,211              $7.96(1)(a)              $13,344,236
under the Interleaf 1993 Plan
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares issuable  pursuant to outstanding stock options                113,739              $6.74(1)(a)                 $766,389
under the Interleaf 1993 Director Plan
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares issuable  pursuant to outstanding stock options                244,037              $1.95(1)(a)                 $476,173
under the Interleaf 1994 Plan
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares issuable  pursuant to outstanding stock options                251,213              $1.89(1)(a)                 $475,818
under the Interleaf 1997 Plan
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares issuable  pursuant to outstanding stock options                 56,652              $1.89(1)(a)                 $107,303
under the Interleaf 1998 Plan
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Proposed Maximum Aggregate Offering Price
------------------------------------------------------- ---------------------- ------------------------ ------------------------
Registration Fee                                                                                                       $213,788
======================================================= ====================== ======================== ========================

                                                                        2
In  February  1999,  the Board  approved  an  amendment  to the  Equity
Incentive Plan (the "Incentive Plan"), approved by the stockholders in May 1999,
to increase the number of shares  authorized  for issuance  under the  Incentive
Plan from a total of  53,775,000  to  61,875,000  shares and an amendment to the
1996  Employee  Stock  Purchase  Plan (the  "Purchase  Plan"),  approved  by the
stockholders  in May 1999,  to  increase  the  number of shares  authorized  for
issuance under the Purchase Plan from a total of 7,200,000 to 9,900,000 shares.

         In August 1999 the Board made changes to the Incentive  Plan,  approved
by the  stockholders  September  1999, in response to the  requirements  of Code
Section  162(m) of the Internal  Revenue Code of 1986,  as amended (the "Code"),
made  conforming  changes to the Incentive  Plan in  accordance  with Rule 16b-3
under the  Securities  Exchange Act of 1934, as amended and approved an increase
in the Incentive Plan from a total of 61,875,000 shares to 70,875,000 shares.

         All numbers reflect the 3-for-1 stock dividend  declared  September 10,
1999 and distributed on October 25, 1999 and the 3-for-1 stock dividend declared
February 21, 2000 and distributed on March 13, 2000.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by BroadVision, Inc. (the "Company") with
the Securities and Exchange  Commission are  incorporated by reference into this
Registration Statement:

(a)    The  Company's  Annual  Report on Form  10-K for the  fiscal  year  ended
       December 31, 1999;

(b)    The Company's quarterly reports on Form 10-Q for the quarters ended March
       31, June 30 and September 30, 1999;

(c)    The  Company's  Current  Reports  on Form 8-K dated  December  27,  1999,
       January 31, 2000 and March 1, 2000; and

(d)    The description of the Company's  Common Stock contained in the Company's
       Registration  Statement  filed  with the  Commission  on April 19,  1996,
       including  any amendment or report filed for the purpose of updating such
       description.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be  deemed  to be  incorporated  by  reference  herein  and to be a part of this
registration  statement  from  the  date  of the  filing  of  such  reports  and
documents.

                            DESCRIPTION OF SECURITIES

         Not applicable.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

              The validity of the shares of Common Stock being registered hereby
will be  passed  upon for the  Registrant  by Cooley  Godward  LLP,  Palo  Alto,
California.  Kenneth L. Guernsey, a partner at Cooley Godward LLP, is a director
of the  Registrant.  As of the  date of this  prospectus,  certain  members  and
associates of Cooley Godward LLP  beneficially own an aggregate of 12,363 shares
of our common stock.

                                       3
INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section  145  of  the  Delaware  General   Corporation  Law  permits  a
corporation to indemnify its directors,  officers, employees and other agents in
terms sufficiently broad to permit indemnification  (including reimbursement for
expenses)  under  certain   circumstances  for  liabilities  arising  under  the
Securities  Act of 1933, as amended (the "Act").  The Company's  Bylaws  contain
provisions  covering  indemnification  of  directors,  officers and other agents
against  certain  liabilities  and expenses  incurred as a result of proceedings
involving such persons in their capacities as directors,  officers, employees or
agents,  including  proceedings under the Act or the Securities  Exchange Act of
1934.

         The Company's  Bylaws provide for the  indemnification  of directors to
the fullest extent not prohibited by the Delaware  General  Corporation  Law and
authorize the  indemnification  by the Company of officers,  employees and other
agents as set forth in the  Delaware  General  Corporation  Law. The Company has
entered into  indemnification  agreements with each of the Company's  directors.
The form of  indemnification  agreement provides that the Company will indemnify
against  expenses and losses  incurred for claims brought against them by reason
of their status as a director,  to the fullest extent permitted by the Company's
Bylaws and Delaware law.

         In addition,  the Company maintains  directors' and officers' liability
insurance.

                       EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

                                    EXHIBITS

5.1    Opinion of Cooley Godward LLP.

23.1   Consent of KPMG LLP, Independent Auditors

23.2   Consent of Arthur Andersen LLP, Independent Public Accountants

23.3   Consent  of  Cooley  Godward  LLP is  contained  in  Exhibit  5.1 to this
       Registration Statement.

24     Power of Attorney is contained on the signature pages.

99.1   Equity Incentive Plan, as amended. (i)

99.2   1996 Employee Stock Purchase Plan, as amended. (ii)

99.3   Form of Nonstatutory Stock Option Agreement Granted Outside of the Equity
       Incentive Plan.

99.4   2000 Non-Officer Equity Incentive Plan.

99.5   Interleaf, Inc. 1993 Stock Option Plan. (iii)

99.6   Interleaf, Inc. 1993 Director Stock Option Plan. (iv)

99.7   Interleaf, Inc. 1994 Employee stock Option Plan. (v)

99.8   Interleaf, Inc. 1997 Key Man Stock Option Plan and Agreement. (vi)

99.9   Interleaf, Inc. 1998 Key Man Stock Option Plan and Agreement. (iv)

                                       4
--------------------------
(i)      Incorporated  herein by  reference  is the  applicable  Exhibit  to the
         Company's  Proxy  Statement  filed on September  13, 1999,  File Number
         0-28252.

(ii)     Incorporated  herein by  reference  is the  applicable  Exhibit  to the
         Company's Proxy Statement filed on April 12, 1999, File Number 0-28252.

(iii)    Incorporated   herein  by  reference  is  the  applicable   Exhibit  to
         Interleaf,  Inc.'s  Annual Report on Form 10-K for the year ended March
         31, 1995, File Number 0-14713.

(iv)     Incorporated   herein  by  reference  is  the  applicable   Exhibit  to
         Interleaf,  Inc.'s  Annual Report on Form 10-K for the year ended March
         31, 1994, File Number 0-14713.

(v)      Incorporated   herein  by  reference  is  the  applicable   Exhibit  to
         Interleaf,  Inc.'s  Annual  Report  on Form  10-K  for the  year  ended
         September 30, 1996, File Number 0-14713.

(vi)     Incorporated   herein  by  reference  is  the  applicable   Exhibit  to
         Interleaf,  Inc.'s  Registration  on Form S-8, filed June 5, 1998, File
         Number 333-77907.

                                  UNDERTAKINGS

1.       The undersigned registrant hereby undertakes:

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

          (i)    To include any prospectus  required by section  10(a)(3) of the
                 Securities Act;

          (ii)   To reflect in the  prospectus any facts or events arising after
                 the effective date of the  registration  statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in  the  aggregate,  represent  a  fundamental  change  in  the
                 information   set   forth   in  the   registration   statement.
                 Notwithstanding  the  foregoing,  any  increase  or decrease in
                 volume of  securities  offered  (if the total  dollar  value of
                 securities  offered would not exceed that which was registered)
                 and any  deviation  from the low or high  end of the  estimated
                 maximum  offering  range  may  be  reflected  in  the  form  of
                 prospectus  filed with the  Commission  pursuant to Rule 424(b)
                 (ss.  230.424(b)  of this  chapter) if, in the  aggregate,  the
                 changes in volume and price represent no more than a 20% change
                 in the  maximum  aggregate  offering  price  set  forth  in the
                 "Calculation  of  Registration  Fee"  table  in  the  effective
                 registration statement.

          (iii)  Toinclude any material  information with respect to the plan of
                 distribution  not  previously  disclosed  in  the  registration
                 statement or any  material  change to such  information  in the
                 registration statement;

                    Provided, however, that paragraphs (a)(i) and (a)(ii) do not
                 apply  if  the  information   required  to  be  included  in  a
                 post-effective  amendment by those  paragraphs  is contained in
                 periodic  reports filed by the issuer pursuant to section 13 or
                 section  15(d) of the  Exchange  Act that are  incorporated  by
                 reference herein.

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

                                       5
offered herein,  and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

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

2.       The  undersigned  registrant  hereby  undertakes  that, for purposes of
         determining  any liability under the Securities Act, each filing of the
         registrant's  annual report  pursuant to Section 13(a) or Section 15(d)
         of the Exchange Act (and, where applicable,  each filing of an employee
         benefit plan's annual report  pursuant to section 15(d) of the Exchange
         Act) that is  incorporated by reference in the  Registration  Statement
         shall be  deemed to be a new  registration  statement  relating  to the
         securities  offered herein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

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

                                       6
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in  the  City  of  Redwood  City,  State  of  California,  on
_______________, 2000.

                                        BROADVISION, INC.

                                        By: __________________________________
                                                   Randall C. Bolten
                                                   Chief Financial Officer

                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes and appoints  Pehong Chen and Randall C. Bolten,  and
each or any one of them, his true and lawful  attorney-in-fact  and agent,  with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitutes or substitute,  may lawfully do or cause to be
done by virtue hereof.

                                       7
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                                 Title                                       Date
President,  Chief Executive Officer and     __________, 2000
--------------------------------------------              Director (Principal Executive Officer)
         Pehong Chen

                                                          Vice  President  Operations,  and Chief     __________, 2000
--------------------------------------------              Financial Officer (Principal  Financial
         Randall C. Bolten                                and Accounting Officer)

                                                          Director                                    __________, 2000
--------------------------------------------
         David L. Anderson

                                                          Director                                    __________, 2000
--------------------------------------------
         Yogen K. Dalal

                                                          Director                                    __________, 2000
--------------------------------------------
         Koh Boon Hwee

                                                          Director                                    __________, 2000
--------------------------------------------
         Carl Pascarella

                                                          Director                                    __________, 2000
--------------------------------------------
         Todd A.  Garrett

                                                          Director                                    __________, 2000
--------------------------------------------
         Klaus Luft
8
EXHIBIT INDEX

5.1      Opinion of Cooley Godward LLP.

23.1     Consent of KPMG LLP, Independent Auditors.

23.2     Consent of Arthur Andersen LLP, Independent Public Accountants

23.3     Consent of Cooley  Godward  LLP is  contained  in  Exhibit  5.1 to this
         Registration Statement.

24       Power of Attorney is contained on the signature pages.

99.1     Equity Incentive Plan, as amended. (i)

99.2     1996 Employee Stock Purchase Plan, as amended. (ii)

99.3     Form of  Nonstatutory  Stock Option  Agreement  Granted  Outside of the
         Equity Incentive Plan.

99.4     2000 Non-Officer Equity Incentive Plan.

99.5     Interleaf, Inc. 1993 Stock Option Plan. (iii)

99.6     Interleaf, Inc. 1993 Director Stock Option Plan. (iv)

99.7     Interleaf, Inc. 1994 Employee stock Option Plan. (v)

99.8     Interleaf, Inc. 1997 Key Man Stock Option Plan and Agreement. (vi)

99.9     Interleaf, Inc. 1998 Key Man Stock Option Plan and Agreement. (iv)

------------------------------
(i)      Incorporated  herein by  reference  is the  applicable  Exhibit  to the
         Company's  Proxy  Statement  filed on September  13, 1999,  File Number
         0-28252.

(ii)     Incorporated  herein by  reference  is the  applicable  Exhibit  to the
         Company's Proxy Statement filed on April 12, 1999, File Number 0-28252.

(iii)    Incorporated   herein  by  reference  is  the  applicable   Exhibit  to
         Interleaf,  Inc.'s  Annual Report on Form 10-K for the year ended March
         31, 1995, File Number 0-14713.

(iv)     Incorporated   herein  by  reference  is  the  applicable   Exhibit  to
         Interleaf,  Inc.'s  Annual Report on Form 10-K for the year ended March
         31, 1994, File Number 0-14713.

(v)      Incorporated   herein  by  reference  is  the  applicable   Exhibit  to
         Interleaf,  Inc.'s  Annual  Report  on Form  10-K  for the  year  ended
         September 30, 1996, File Number 0-14713.

(vi)     Incorporated   herein  by  reference  is  the  applicable   Exhibit  to
         Interleaf,  Inc.'s  Registration  on Form S-8, filed June 5, 1998, File
         Number 333-77907.

                                       9