SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 6-K

                        Report of Foreign Private Issuer
                      Pursuant to Rule 13a-16 or 15d-16 of
                       the Securities Exchange Act of 1934

                      For the months of July and August 1999

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                    GENESIS DEVELOPMENT AND CONSTRUCTION LTD.
                              (Name of registrant)

                               10 Hashikma Street
                               Haifa 31700, Israel
                    (Address of principal executive offices)
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         Indicate by check mark whether the registrant files or will file annual
reports under cover of 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- N.A.
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                    GENESIS DEVELOPMENT AND CONSTRUCTION LTD.

                                    FORM 6-K

         Genesis  Development and Construction Ltd., an Israeli corporation (the
"Company"), issued three press releases: one, dated July 29, 1999, reporting the
resignation  of Moshe  Schnapp,  the chief  executive  officer,  president and a
member of the board of directors of the Company,  in protest over certain action
taken by Israel Discount Bank, Ltd. in its ongoing  litigation in Israel against
the Company and certain  principals  of the Company;  a second,  dated August 3,
1999,  reporting the termination of merger negotiations  between the Company and
Internet Cable  Corporation,  a Nevada  corporation,  and the resignation of Eli
Aran, the chairman of the Company;  and a third, dated August 9, 1999, reporting
the  appointment  of a temporary  liquidator for the Company by an Israeli court
(collectively, the "Press Releases").

         The Press Releases are attached as Exhibits 99.1, 99.2 and 99.3 to this
Report on Form 6-K and are  incorporated  by  reference  herein.  The  foregoing
summary of the Press  Releases is  qualified in its entirety by reference to the
Press Releases.

          Any statements contained in the Press Releases that are not historical
facts are forward-looking statements. In particular,  statements using the words
"intends,"  "assesses,"  "perceives,"  "anticipates,"  "attributes," "seeks," or
like  terms  are  by  their  nature   predictions   based  upon  current  plans,
expectations,  estimates and assumptions.  These statements are subject to risks
and uncertainties  that could  significantly  affect outcomes,  which may differ
materially from the plans, expectations,  estimates, or assumptions expressed in
or implied by any such forward-looking statements.  Specific risks applicable to
such  forward-looking  statements  include risks  associated with the failure to
conclude  any proposed  agreement,  the changing  composition  of the  Company's
management team and/or the changing financial condition of the Company.  Further
information  regarding these and other risks and  uncertainties  associated with
the  developments  reported  in the Press  Releases  and the  businesses  of the
Company is provided  from time to time in the  Company's  filings  with the U.S.
Securities and Exchange Commission.




Exhibit No.                                Description
      

99.1     Press Release of Genesis Development and Construction Ltd. dated July 29, 1999.
99.2     Press Release of Genesis Development and Construction Ltd. dated August 3, 1999.
99.3     Press Release of Genesis Development and Construction Ltd. Dated August 9, 1999.



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                                   SIGNATURES


                  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.



                    GENESIS DEVELOPMENT AND CONSTRUCTION LTD.



                                    /s/ Yaron Yenni
                                    ------------------------------
                                    Name: Yaron Yenni
                                    Title: Chief Executive Officer




Date: August 11, 1999


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