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 March 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-.....................


FORM 6-K
   2



         Attached to the Registrant's Form 6-K for the month of March 1999 and
incorporated by reference herein is the Registrant's news release dated March
18, 1999.


FORM 6-K
   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:  March  22, 1999


FORM 6-K

EX-99

   1
[PARADIGM GEOPHYSICAL LOGO]

IMMEDIATE RELEASE

Contacts:
Brian W. Berman, CFO                        Steven Curtis, Ruder Finn
Phone: +972-9-970-9339                      Phone: +1-212-593-6319
Fax: +972-9-955-3016                        Fax: +1-212-715-1661
Email: brian@paradigmgeo.com                Email: curtiss@ruderfinn.com



PARADIGM GEOPHYSICAL ISSUES $5 MILLION IN NEW SHARES AT 20 PERCENT PREMIUM ON
MARKET TO JERUSALEM VENTURE PARTNERS

HERZLIA, ISRAEL, March 18, 1999 - The Board of Directors of Paradigm Geophysical
Ltd. (NASDAQ: PGEOF) has approved the signing of a share purchase agreement
among Paradigm, Jerusalem Venture Partners L.P. ("JVP") and Jerusalem Venture
Partners (Israel) L.P. The share purchase agreement provides for the issuance of
877,193 ordinary shares to JVP for a total consideration of $5 million. The
price of $5.70 per share to be paid by JVP represents a 20 percent premium over
the average market price of the 30 trading days prior to finalization of the
terms of the agreement on March 12, 1999. Following the completion of the
transaction, the total number of shares issued by Paradigm will stand at
11,391,677. JVP will have increased its holdings in Paradigm from 4 percent to
11.4 percent of Paradigm's issued share capital.

Eldad Weiss, President and CEO of Paradigm, stated, "We very much welcome this
additional significant investment from JVP, one of our early stage investors,
which further demonstrates their confidence in the Company and our future
strategy. The additional capital gives us improved financial resources and
complements our recently announced $12 million bank financing facility."

Erel Margalit, Managing Partner of JVP noted: "JVP as a venture fund invests in
market leaders. JVP expects high returns from our private investment funds,
which over the last four years were 43 percent annual on an on-going basis. We
identified Paradigm at an early stage as a company with market leadership
potential. It is not usual for JVP to make investments in publicly traded
companies, or to increase its initial position. We have increased our investment
in Paradigm confident in the belief that Paradigm will meet our high
expectations. Paradigm is an excellent example of a market leader we seek and
hold."

On January 27, 1999, Paradigm announced record results for 1998 with revenues of
$45.4 million and net income of $4.5 million.

                                     -More-
   2
[PARADIGM GEOPHYSICAL LOGO]

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

Paradigm on the web:  www.paradigmgeo.com


Jerusalem Venture Partners is an international venture capital fund usually
investing in early-stage companies in the areas of software, communications and
e-commerce in Israel, Europe and the USA. JVP manages two venture funds totaling
$96 million. Early investments include Fundtech (NASDAQ: FNDTF), Summit Design
(NASDAQ: SMMT), Scorpio (acquired by US Robotics and subsequently 3COM), RTS,
Netro Communications and others. Key investors in the funds include
international institutions such as Merrill Lynch, Boeing, Jafco, Mistui, Lazard
Freres and France Telecom.

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

"Safe Harbor" statement under the Private Securities Litigation Reform Act of
1995: Statements in this release which are not historical facts are
forward-looking and involve risks and uncertainties, including, but not limited
to, 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 other risks described in the company's registration
statement and other Securities and Exchange Commission filings.

                                      ###