SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------

                                    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 month of: May 2004



                               Given Imaging Ltd.
               (Exact name of registrant as specified in charter)



                   13 Ha'Yetzira Street, Yoqneam 20692, Israel
                    (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
                              ---                 ---




                               Given Imaging Ltd.
                               ------------------


The following exhibit is filed as part of this Form 6-K:


Exhibit           Description
- -------           -----------

A.                Press release dated May 24, 2004, entitled "Given Imaging Ltd.
                  files Registration Statement for proposed public offering of
                  ordinary shares."





                                    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.


                                        GIVEN IMAGING LTD.



Date:    May 24, 2004                   By:  /s/ Zvi Ben David
                                           -------------------------------------
                                           Name:  Zvi Ben David
                                           Title: Vice President and
                                                  Chief Financial Officer