6-K

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                                    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 September 1999


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


   Shenkar Street 9, Gav Yam Center No.3, 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-.....................


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     Attached to the Registrant's Form 6-K for the month of September 1999 and
incorporated by reference herein are the Registrant's minutes of the Annual
General Meeting of Shareholders duly convened and held at the Registrant's
offices on August 31, 1999.

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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:  September 2, 1999

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                                EXHIBIT INDEX


Exhibit No.         Description

   99               Minutes from the Annual General Meeting of Shareholders

EX-99

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                                                              Exhibit 99


                            PARADIGM GEOPHYSICAL LTD.



                                  M I N U T E S

                  OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
    DULY CONVENED AND HELD AT THE OFFICES OF THE COMPANY IN HERZLIYA PITUACH
                         ON AUGUST 31, 1999 AT 10.00 AM.


PRESENT:

Eldad Weiss - Chairman and CEO
Brian Berman - CFO
Ian Rostowsky - Efrati Galili, Corporate Counsel
Asher Zwebner - Kost Forer and Gabbay, Company Auditor
Morty Lazar - shareholder
David Brief - shareholder
Jonathan Keller - Company Secretary

The Shareholders listed in the attached schedule, by proxy to Eldad Weiss and
Brian Berman.

The Chairman opened the meeting at 10.15 am. and declared that a quorum was
present.

RESOLVED :

1.   To elect the following nominees as directors; Mr. Jack Dunietz, Mr. Erel
     Margalit, Mr. Elie Barr, Dr. Amos Nur, Mr. Jay. D. Seid, Mr. Michael
     Geiger, Dr. Mordechai Abir.

       FOR: 9,628,695      AGAINST: 500        ABSTAIN:         UNVOTED:

2.   To adopt the following resolution as a Special Resolution: "To ratify the
     conversion of all Class A Preferred Shares of NIS 0.5 nominal value each,
     Class B Preferred Shares of NIS 0.5 nominal value each, , Class C Preferred
     Shares of NIS 0.5 nominal value each and Class C-1 Preferred Shares of NIS
     0.5 nominal value each, into Ordinary Shares NIS 0.5 nominal value each of
     the Company at a ratio of one (1) Ordinary Share for each one (1) Preferred
     Share".

       FOR: 9,620,685      AGAINST: 900        ABSTAIN: 400     UNVOTED: 7,210

3.   To approve the action of the Compensation Committee to reduce the exercise
     price of 30,000 options granted to the Chief Executive Officer of the
     Company under the 1997 Executive Stock Option Plan from $ 9 to $ 7 per
     Ordinary Share;

       FOR: 8,322,655      AGAINST: 1,299,330   ABSTAIN: 400    UNVOTED: 7,210


4.   To ratify the appointment of Kost, Forer & Gabbay as the Company's
     independent auditors for the fiscal year 1999;

       FOR: 9,629,195      AGAINST:             ABSTAIN:        UNVOTED:


5.   To approve the Auditor's Report, the Directors' Report and the Consolidated
     Financial Statements of the Company for the fiscal year 1998.

       FOR: 9,629,195      AGAINST:             ABSTAIN:        UNVOTED:



There being no further business the meeting was closed.



/s/ ELDAD WEISS
- ---------------------------
    ELDAD  WEISS
    CHAIRMAN