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: October 2004
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                               Given Imaging Ltd.
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               (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
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     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
               ---                      ---




                                EXPLANATORY NOTE


     On October 28, 2004, Given Imaging Ltd. (the "Company") issued a press
release announcing third quarter results for the period ended September 30,
2004. Copies of the press release and the Company's unaudited interim
consolidated financial statements as of September 30, 2004 are attached to this
Form 6-K as Exhibit 1 and Exhibit 2, respectively.

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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.


                                    GIVEN IMAGING LTD.


Date:  October 28, 2004             By:     /s/ Zvi Ben David
                                        ---------------------------------------
                                        Name:  Zvi Ben David
                                        Title: Vice President and
                                               Chief Financial Officer

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                                  EXHIBIT INDEX


The following exhibits are filed as part of this Form 6-K:

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

1.            Press release dated October 28, 2004, announcing third quarter
              results for the period ended September 30, 2004.

2.            Unaudited interim consolidated financial statements of Given
              Imaging Ltd. as of September 30, 2004.

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