SecProbe.io

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	July 8, 2005

via U.S. mail

Pehong Chen
President and Chief Executive Officer
Broadvision, Inc.
585 Broadway
Redwood City, CA 94063

Re:	Broadvision, Inc.
	Registration Statement on Form S-3
	Filed June 8, 2005
	File No. 333-125640

Dear Mr. Chen:

	We have limited our review of the above filing to the issues
addressed in the following comments.  Where indicated, we think
you
should revise your filing in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We are aware of your request for confidential treatment for
selected portions of Exhibit 10.41(a) of your Form 8-K filed
December
23, 2004.  Upon completion of our review of this application, we
will
provide comments, if any, in a separate letter to the person
designated in your application.  All comments will need to be
resolved prior to your registration becoming effective.

Form S-3

2. Based on your transmittal letter as well as the disclosure you
have provided on pages 2 and 14 of your registration statement, it
appears that you have concluded that you are not engaging in a
public
offering of the shares of your common stock underlying the
additional
investment rights in light of the fact that you have removed these
shares from this new registration statement.  However, as
indicated
by your counsel in a telephone call with the Staff on July 8,
2005,
these additional investment rights were still outstanding as of
the
date that you filed the registration statement.  Since these
securities were part of the November 2004 private offering that
included the offer and sale of the convertible notes, the offering
was not completed before the resale registration statement was
filed.
Withdrawing the prior registration statement followed by filing a
new
registration statement that excludes shares of your common stock
underlying the additional investment rights does not fully address
the offering completion problem noted in our prior comments
because
you are again commencing a public offering of securities issued in
an
uncompleted private offering.  Discuss more thoroughly the
consequences of the apparent uncertainty as to the availability of
the exemption from the registration requirements of the Securities
Act for the November 2004 unregistered transaction.  Also discuss
the
potential uncertainties associated with continuing the offering
process with respect to the shares currently registered for resale
as
well as those shares underlying the additional investment rights
to
the extent such additional investment rights have been or will be
exercised.  In responding to this comment, please refer to
Interpretation 3S of the Securities Act portion of the March 1999
supplement to the manual of publicly available CF telephone
interpretations for guidance.  Revise the disclosure in your
registration statement accordingly.
3. In addition, discuss how you intend to record in your financial
statements any future conversion of outstanding convertible notes
into shares of common stock in light of the uncertainties
discussed
above.
4. Based upon our review of the form of convertible note issued in
connection with the November 2004 private placement, including
Section 3(a), are we correct in believing that holders of such
notes
have the right to require that some, none or all future interest
accrued under the note be paid in the form of shares of common
stock?
If so, please explain how the sale of shares of common stock under
the registration statement that holders of the notes would acquire
upon conversion of amounts due them resulting from future accruals
of
interest would be consistent with Interpretation 3S of the
Securities
Act portion of the March 1999 supplement to the manual of publicly
available CF telephone interpretations.

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested  information.  Detailed cover letters greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

Please contact Perry Hindin, Staff Attorney, at (202) 551-3444
with
any questions. If you require further assistance, you may contact
me
at (202) 551-3462 or Barbara C. Jacobs, Assistant Director at
(202)
551-3730.

								Sincerely,

	Mark P. Shuman
	Branch Chief - Legal
	Office of Computers
	and Online Services

cc:	via facsimile
	Virginia Edwards, Esq. of Cooley Godward LLP
	(F) 415.951.3699
Pehong Chen
Broadvision, Inc.
July 8, 2005
page 1

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