6-K

   1
                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        REPORT OF FOREIGN PRIVATE ISSUER

                        PURSUANT TO RULE 13a-16 OR 15d-16

                     OF THE SECURITIES EXCHANGE ACT OF 1934


                            For the Month of May 1999

                            PARADIGM GEOPHYSICAL LTD.
                 (Translation of Registrant's Name into English)

       Merkazim House 32 Maskit Street P.O.B. 2061 Herzlia B, Israel 46120
                    (Address of Principal Executive Offices)


Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.

                      Form 20-F  X    Form 40-F
                                ---             ---

Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                            Yes      No  X
                                ---     ---

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
   2
         Attached to the Registrant's Form 6-K for the month of May 1999 and
incorporated by reference herein is the Registrant's news release dated May 18,
1999.
   3
SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                           PARADIGM GEOPHYSICAL LTD.
                                           (Registrant)



                                           By: /s/ Brian Berman
                                                   Brian Berman
                                                   Chief Financial Officer


Dated:  May 20, 1999

EX-99

   1
                          [PARADIGM GEOPHYSICAL LOGO]


FOR IMMEDIATE RELEASE

CONTACT:
BRIAN W. BERMAN, CFO                                STEVEN CURTIS
PARADIGM GEOPHYSICAL LTD.                           RUDER FINN, INC.
Phone: +972-9-970-9339                              Phone: +1-212-593-6319
Fax: +972-9-955-3016                                Email: CURTISS@RUDERFINN.COM
Email: BRIAN@PARADIGMGEO.COM


                 PARADIGM GEOPHYSICAL ISSUES $1.5 MILLION IN NEW
                          SHARES TO EASTGATE FUND L.P.


HERZLIA, ISRAEL, May 18, 1999 - Paradigm Geophysical Ltd. (NASDAQ: PGEO)
announced the closing on May 17, 1999 with Eastgate Fund L.P. and its affiliates
of an aggregate investment of $1.5 million for the purchase of 263,158 ordinary
shares of Paradigm. This agreement was reached in parallel with an earlier
announced agreement with Shamrock Holdings Inc. for the purchase of 877,193
ordinary shares, which also closed on May 17, 1999.

Following these closings, Eastgate will own approximately 2 percent of
Paradigm's shares outstanding.

Eldad Weiss, President and CEO of Paradigm, stated, "We very much welcome this
investment by Eastgate. This transaction completes a recent round of private
placements totaling $11.5 million, including the shares issued to Jerusalem
Venture Partners and Shamrock Holdings. The capital raised was used primarily to
fund our recent acquisition of the PTM division of Mincom. Paradigm is now well
positioned with equity and debt facilities to continue its expansion plans."

Harris Kaplan, President of Eastgate, noted, "Eastgate's investment in Paradigm
is based on the company's strong fundamentals, strategic development plans and
growth potential. We think that Paradigm has done an excellent job in building a
solid position in the technology area of oil and gas exploration and
development, and that its position will be enhanced in the coming years."

Paradigm Geophysical Ltd. develops, markets and supports geoscience
knowledge-based solutions and provides geoscience data processing,
interpretation and consulting services to companies engaged in oil and natural
gas exploration and production. Paradigm Geophysical serves this industry with
offices and service centers in the United States, the United Kingdom, Canada,
China, Australia, Indonesia, Argentina, Venezuela, and Russia.

                                     -More-
   2
PARADIGM GEOPHYSICAL AGREES TO ISSUE $1.5 MILLION IN NEW SHARES TO EASTGATE FUND
L.P. ...

Recent press announcements are available on Paradigm's web site:
www.paradigmgeo.com.

"Paradigm Geophysical(R)" is the registered trademark of Paradigm Geophysical
Ltd.

Eastgate Fund L.P. has specialized in investments in the oil and gas industry
since 1995.

Safe Harbor statement: This news release may contain certain forward-looking
statements relating to the future performance of Paradigm Geophysical Ltd. Such
statements are subject to certain factors which may cause Paradigm's plans to
differ or results to vary from those expected including the risks associated
with the impact of competitive products and pricing, increased investment to
support product introductions, market acceptance of products, product
transitions by the company and its competitors, currency fluctuations, changes
in product sales mix, and a variety of risks described in the company's filings
with the U.S. Securities and Exchange Commission. Paradigm undertakes no
obligation to publicize or release results of any of these forward-looking
statements which may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unexpected results.



                                      -30-