UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                 Under the Securities Exchange Act of 1934
                                 (Amendment #2)*

                        Orbotech Ltd.
                      ------------------------------------------------
                                (Name of Issuer)



                                  Common Stock
                  ------------------------------------------------
                         (Title of Class of Securities)



                                    M75253100
                  ------------------------------------------------
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement -----. (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*The  remainder of this cover page shall be filled out for a reporting  person's
 initial  filing on this form with respect to the subject  class of  securities,
 and for any subsequent amendment  containing  information which would alter the
 disclosures provided in a prior page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).



















CUSIP No.   M75253100                                                   13G
  -------------------------------

1.     NAME OF REPORTING PERSON
        S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        Pilgrim Baxter & Associates, Ltd.
        23-2797802

2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
                                                             (a)

                                                             (b)

3.     SEC USE ONLY





4.     CITIZENSHIP OR PLACE OF ORGANIZATION

         PA



NUMBER OF                  5    SOLE VOTING POWER             0
SHARES
BENEFICIALLY               6   SHARED VOTING POWER
OWNED BY
EACH                       7    SOLE DISPOSITVE POWER     0
REPORTING
PERSON                     8    SHARED DISPOSITIVE POWER
WITH


9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      0


10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN SHARES*





11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                      0.00


12   TYPE OF REPORTING PERSON*              IA

                   *SEE INSTRUCTION BEFORE FILLING OUT!


                          INSTRUCTIONS FOR SCHEDULE 13G

Instructions for Cover Page
Names and Social Security  Numbers of Reporting  Persons-Furnish  the full legal
name of each person for whom the report is filed-i.e.,  each person  required to
sign the schedule  itself-including  each member of a group.  Do not include the
name of a  person  required  to be  identified  in the  report  but who is not a
reporting  person.  Reporting persons are also requested to furnish their Social
Security or l.R.S.  identification numbers,  although disclosure of such numbers
is  voluntary,  not  mandatory  (see "SPECIAL  INSTRUCTIONS  FOR COMPLYING  WITH
SCHEDULE 13G," below).

If     any of the shares  beneficially owned by a reporting person are held as a
       member of a group and such membership is expressly affirmed, please check
       row 2(a).  If the  membership  in a group is  disclaimed or the reporting
       person  describes a  relationship  with other persons but does not affirm
       the  existence  of a group,  please check row 2(b) [unless a joint filing
       pursuant to Rule 13d-1  (e)(1) in which case it may not be  necessary  to
       check row 2(b)] .

(3) The third row is for SEC internal use; please leave blank.

Citizenship  or  Place of  Organization-Furnish  citizenship
       if the  named reporting person is a natural person. Otherwise,
       furnish place of organization.

(5)-(9), (11) Aggregate  Amount  Beneficially  Owned by Each  Reporting  Person,
       Etc.-Rows  (5) through (9)  inclusive,  and (11) are to be  completed  in
       accordance with the provisions of Item 4 of Schedule 13G. All percentages
       are to be rounded  off to the  nearest  tenth (one  place  after  decimal
       point).

Check  if the aggregate  amount reported as  beneficially  owned in row (9) does
       not  include  shares  as to  which  beneficial  ownership  is  disclaimed
       pursuant to Rule 13d-4 [17 CFR 240.13d-4]  under the Securities  Exchange
       Act of 1934.

Types  of Reporting  Person-Please classify each "reporting person" according to
       the  following  breakdown  (see  Item 3 of  Schedule  13G) and  place the
       appropriate symbol on the form:

Category                                                           Symbol
Broker-Dealer                                                        BD
Bank                                                                 BK
Insurance Company                                                    IC
Investment Company                                                   IV
Investment Adviser                                                   IA
Employee Benefit Plan, Pension Fund,
or Endowment Fund                                                    EP
Parent Holding Company                                               HC
Corporation                                                          CO
Partnership                                                          PN
Individual                                                           IN
Other                                                                OO

Notes:
Attach as many copies of the second  part of the cover page as are  needed,  one
reporting  person per page.  Filing  persons may, in order to avoid  unnecessary
duplication,  answer  items on the  schedules  (Schedule  13D,  13G or 14D-1) by
appropriate  cross  references  to an item or items on the cover  page(s).  This
approach  may only be used  where the cover page item or items  provide  all the
disclosure required by the schedule item.  Moreover,  such a use of a cover page
item will result in the item  becoming a part of the  schedule  and  accordingly
being  considered  as "filed"  for  purposes  of  Section  18 of the  Securities
Exchange Act or otherwise subject to the liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements by filing
either  completed  copies  of the blank  forms  available  from the  Commission,
printed or typed  facsimiles,  or  computer  printed  facsimiles,  provided  the
documents  filed  have  identical   formats  to  the  forms  prescribed  in  the
Commission's  regulations and meet existing  Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).

              SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

Under Sections 13(d),  13(9), and 23 of the Securities  Exchange Act of 1934 and
the rules and  regulations  thereunder,  the Commission is authorized to solicit
the  information  required to be supplied by this  schedule by certain  security
holders of certain  issuers.  Disclosure  of the  information  specified in this
schedule  is  mandatory,  except for Social  Security  or l.R.S.  identification
numbers,  disclosure of which is voluntary. The information will be used for the
primary purpose of determining and disclosing the holdings of certain beneficial
owners of certain  equity  securities.  This  statement will be made a matter of
public record. Therefore, any information given will be available for inspection
by any member of the public.  Because of the public  nature of the  information,
the Commission can utilize it for a variety of purposes,  including  referral to
other governmental authorities or securities  self-regulatory  organizations for
investigatory  purposes or in connection with  litigation  involving the Federal
securities laws or other civil,  criminal or regulatory  statutes or provisions,
Social Security or I.R.S.  identification numbers, if furnished, will assist the
Commission in identifying security holders and, therefore,  in prompt processing
statements  of  beneficial  ownership  of  securities.  Failure to disclose  the
information  requested by this  schedule,  except for Social  Security or l.R.S.
identification  numbers,  may result in civil or  criminal  action  against  the
persons  involved  for  violation  of the  Federal  securities  laws  and  rules
promulgated thereunder.

                              GENERAL INSTRUCTIONS

A.  Statements  containing  the  information  required by this schedule shall be
filed not later than  February 14  following  the  calendar  year covered by the
statement or within the time specified in Rule 13d-1 (b)(2), if applicable.

B. Information  contained in a form which is required to be filed by rules under
section 13(f)(15 U.S.C.  78m(f)) for the same calendar year as that covered by a
statement on this schedule may be  incorporated  by reference in response to any
of the items of this schedule.  If such information is incorporated by reference
in this schedule, copies of the relevant pages of such form shall be filed as an
exhibit to this schedule.

C. The item  numbers and captions of the items shall be included but the text of
the items is to be omitted.  The answers to the items shall be so prepared as to
indicate clearly the coverage of the items without  referring to the text of the
items.  Answer every item.  If an item is  inapplicable  or the answer is in the
negative, so state.

Item 1.

(a) Name of Issuer              Orbotech Ltd.
(b) Address of Issuer's Principal Executive Offices
          P.O. Box 215Yavne 81102, Israel

Item 2.

(a) Name of Person Filing        Pilgrim Baxter & Associates, Ltd.
(b) Address of Principal  Business  Office or, if none,  Residence
      825 Duportail  Road, Wayne, PA 19087
(c) Citizenship     PA
(d) Title of Class of Securities     Common Stock
(e) CUSIP Number     M75253100

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:

(a)       Broker or Dealer registered under Section 15 of the Act

(b)       Bank as defined in section 3(a)(6) of the Act

(c)       Insurance Company as defined in section 3(a)(19) of the act

(d)       Investment  Company  registered  under  section  8 of  the  Investment
          Company Act

(e)      X Investment  Adviser  registered  under section 203 of the  Investment
         Advisers Act of 1940

(f)       Employee Benefit Plan, Pension Fund which is subject to the provisions
          of the Employee  Retirement  Income  Security Act of 1974 or Endowment
          Fund;  see  240.13d-1(b)(1)(ii)(F)  (g)  Parent  Holding  Company,  in
          accordance with 240.13d-1(b)(ii)(G) (Note: See Item 7)

(h)       Group, in accordance with  240.13d-1(b)(1)(ii)(H)

Item 4. Ownership
If the percent of the class owned,  as of December 31 of the year covered by the
statement, or as of the last day of any month described in Rule 13d-1 (b)(2), if
applicable,  exceeds five percent,  provide the following information as of that
date and identify those shares which there is a right to acquire.
Amount Beneficially Owned    0
Percent of Class                      0.00

Number of shares as to which such person has:

sole power to vote or to direct the vote          0

shared power to vote or to direct the vote


(iii)     sole power to dispose or to direct the disposition of   0

 (iv) shared power to dispose or to direct the disposition of

Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).

Item 5. Ownership of Five Percent or Less of a Class
If this  statement  is being filed to report the fact that as of the date hereof
the  reporting  person has ceased to be the  beneficial  owner of more than five
shapeType1fFlipH0fFlipV0fillColor0fFilled1fShadow0percent   of  the   class   of
securities, check the following X. Instruction:  Dissolution of a group requires
a response to this item.

Item 6.  Ownership of More than Five Percent on Behalf of Another  Person If any
other  person is known to have the right to  receive  or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such securities,  a
statement  to that  effect  should be  included in response to this item and, if
such interest relates to more than five percent of the class, such person should
be identified. A listing of the shareholders of an investment company registered
under  the  Investment  Company  Act of 1940 or the  beneficiaries  of  employee
benefit plan, pension fund or endowment fund is not required.

Item 7.  Identification  and Classification of the Subsidiary Which Acquired the
Security  Being  Reported on By the Parent  Holding  Company If a parent holding
company has filed this schedule,  pursuant to Rule 13d-1(b)(ii)(G),  so indicate
under  Item 3(9) and  attach an  exhibit  stating  the  identity  and the Item 3
classification of the relevant subsidiary. If a parent holding company has filed
this  schedule  pursuant  to  Rule  13d-1(c),  attach  an  exhibit  stating  the
identification of the relevant subsidiary.

Item 8. Identification and Classification of Members of the Group If a group has
filed this schedule  pursuant to Rule  13d-1(b)(ii)(H),  so indicate  under Item
3(h) and attach an exhibit  stating the  identity and Item 3  classification  of
each member of the group.  If a group has filed this  schedule  pursuant to Rule
13d-1(c), attach an exhibit stating the identity of each member of the group.

Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the date
of the  dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.

Item 10. Certification
The following certification shall be included if the statement is filed pursuant
to Rule  13d-1(b):  By signing below I certify that, to the best of my knowledge
and  belief,  the  securities  referred to above were  acquired in the  ordinary
course of business  and were not acquired for the purpose of and do not have the
effect of changing or influencing  the control of the issuer of such  securities
and were not acquired in connection  with or as a participant in any transaction
having such purposes or effect.

                                    SIGNATURE

After  reasonable  inquiry and to the best of my knowledge and belief, l certify
that the information set forth in this statement is true, complete and correct.


12/08/99-----------------------------------------
Date

/s/ Michael T. Brophy
-----------------------------------------
Signature

Michael T. Brophy, Senior Compliance Officer
-----------------------------------------------
Name/Title


The  original  statement  shall be signed by each  person  on whose  behalf  the
statement is filed or his authorized representative.  If the statement is signed
on behalf of a person by his authorized  representative  other than an executive
officer  or   general   partner  of  the   filing   person,   evidence   of  the
representative's  authority to sign on behalf of such person shall be filed with
the  statement,  provided,  however,  that a power of attorney  for this purpose
which is already on file with the Commission may be  incorporated  by reference.
The name and any title of each person who signs the statement  shall be typed or
printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)