Registration No. 333-


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

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

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

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

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

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

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

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

                                   Copies to:


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



<PAGE>


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

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

                                                       Proposed maximum          Proposed maximum
   Title of securities to be       Amount to be       offering price per       aggregate offering       Amount of
          registered                registered               share                    price            registration fee
-------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                      <C>                  <C>                      <C>
Ordinary Shares, par value
NIS 0.1 per share.........          158,206 shares           $12.9375(1)          $ 2,046,790.12           $  511.70
-------------------------------------------------------------------------------------------------------------------------

Ordinary Shares, par value
NIS 0.1 per share.........          212,771 shares           $17.00(1)            $ 3,617,107.00           $  904.28
-------------------------------------------------------------------------------------------------------------------------


Ordinary Shares, par value
NIS 0.1 per share.........          265,500 shares           $28.00(1)            $ 7,434,000.00           $1,858.50
-------------------------------------------------------------------------------------------------------------------------


Total.....................          636,477 shares                                $13,097,897.12           $3,274.48
                                    ==============                                ==============           =========
-------------------------------------------------------------------------------------------------------------------------

</TABLE>


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

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

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


                                      -2-



<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

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

          (a)  The Registrant's Amendment No. 3 to the Registration Statement on
               Form F-1, Registration No. 333-30916.

          (b)  The  Registrant's  interim  report  on Form 6-K for the  month of
               October 2000 bearing the cover date of October 5, 2000.

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

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

Item 4.  Description of Securities.

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

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

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



                                      -3-


<PAGE>



Office Holder Insurance

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

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

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

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

Indemnification of Office Holders

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

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

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

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

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

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

Limitations on Insurance and Indemnification

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



                                      -4-


<PAGE>



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

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

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

          o    any fine levied against the office holder.

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

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

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

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

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

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

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

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

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



                                      -5-


<PAGE>



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

(2)  That,  for the purpose of  determining  any liability  under the Securities
     Act,  each  such  post-effective  amendment  shall  be  deemed  to be a new
     registration  statement  relating to the securities offered herein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

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

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

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



                                      -6-


<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Tel Aviv, Israel on January 16, 2001.


                                            RADVISION LTD.


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


                                POWER OF ATTORNEY

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed on January 16, 2001,  by the  following
persons in the capacities indicated.

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

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

    /s/Ami Amir                        Chief Executive Officer, President
    -----------                          and Director
       Ami Amir

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

    /s/Zohar Zisapel                   Director
    ----------------
       Zohar Zisapel



                                      -7-



<PAGE>


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

    /s/Adi Gan                         Director
    ----------
       Adi Gan

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

    /s/Hillel E. Milo                  Director
    -----------------
       Hillel E. Milo

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

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

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

      RADVISION, INC.

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



                                      -8-




<PAGE>




                                  EXHIBIT INDEX



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

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

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

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

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






                                      -9-
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "2000 EMPLOYEE STOCK OPTION PLAN", "secsgml_size_bytes": 18203}]
{"company-data": {"conformed-name": "RADVISION LTD", "cik": "0001105519", "assigned-sic": "3576", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53814", "film-number": "1510084"}, "business-address": {"street1": "24 RAOUL WALLENBERG ST", "street2": "TEL AVIV ISRAEL", "city": "TEL AVIV", "phone": "0119723645"}}
Registration No. 333-

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

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

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

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

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

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

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

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

                                   Copies to:

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

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

                                                       Proposed maximum          Proposed maximum
   Title of securities to be       Amount to be       offering price per       aggregate offering       Amount of
          registered                registered               share                    price            registration fee
-------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, par value
NIS 0.1 per share.........          158,206 shares           $12.9375(1)          $ 2,046,790.12           $  511.70
-------------------------------------------------------------------------------------------------------------------------

Ordinary Shares, par value
NIS 0.1 per share.........          212,771 shares           $17.00(1)            $ 3,617,107.00           $  904.28
-------------------------------------------------------------------------------------------------------------------------

Ordinary Shares, par value
NIS 0.1 per share.........          265,500 shares           $28.00(1)            $ 7,434,000.00           $1,858.50
-------------------------------------------------------------------------------------------------------------------------

Total.....................          636,477 shares                                $13,097,897.12           $3,274.48
                                    ==============                                ==============           =========
-------------------------------------------------------------------------------------------------------------------------
(1)  Calculated  pursuant  to Rule  457(h)  on the  basis of the  price at which
outstanding options under the 2000 Employee Stock Option Plan may be exercised.

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

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

                                      -2-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

          (a)  The Registrant's Amendment No. 3 to the Registration Statement on
               Form F-1, Registration No. 333-30916.

          (b)  The  Registrant's  interim  report  on Form 6-K for the  month of
               October 2000 bearing the cover date of October 5, 2000.

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

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

Item 4.  Description of Securities.

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

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

                                      -3-
Office Holder Insurance

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

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

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

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

Indemnification of Office Holders

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

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

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

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

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

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

Limitations on Insurance and Indemnification

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

                                      -4-
o    a breach by the office  holder of his duty of loyalty  unless the
               office  holder acted in good faith and had a reasonable  basis to
               believe that the act would not prejudice the company;

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

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

          o    any fine levied against the office holder.

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

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

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

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

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

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

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

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

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

                                      -5-
provided,  however,  that paragraphs (i) and (ii) above do not apply if the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Securities and Exchange  Commission  (the  "Commission")  by the Registrant
     pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act that are
     incorporated by reference in this Registration Statement.

(2)  That,  for the purpose of  determining  any liability  under the Securities
     Act,  each  such  post-effective  amendment  shall  be  deemed  to be a new
     registration  statement  relating to the securities offered herein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

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

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

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

                                      -6-
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Tel Aviv, Israel on January 16, 2001.

                                            RADVISION LTD.

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

                                POWER OF ATTORNEY

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed on January 16, 2001,  by the  following
persons in the capacities indicated.

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

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

    /s/Ami Amir                        Chief Executive Officer, President
    -----------                          and Director
       Ami Amir

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

    /s/Zohar Zisapel                   Director
    ----------------
       Zohar Zisapel

                                      -7-
Signature                             Title
   ---------                             -----

    /s/Adi Gan                         Director
    ----------
       Adi Gan

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

    /s/Hillel E. Milo                  Director
    -----------------
       Hillel E. Milo

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

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

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

      RADVISION, INC.

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

                                      -8-
EXHIBIT INDEX

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

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

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

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

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

                                      -9-