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                       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 month of: May 2006

                               GIVEN IMAGING LTD.
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               (Exact name of registrant as specified in charter)

           HERMON BUILDING, NEW INDUSTRIAL PARK, YOQNEAM 20692, ISRAEL
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                    (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]

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                                EXPLANATORY NOTE

     On May 8, 2006, Given Imaging Ltd. issued a press release entitled "Given
Imaging Reports First Quarter 2006 Results." A copy of the press release is
attached to this Form 6-K as Exhibit 99.1.

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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: May 10, 2006                        By:    /s/ Ido Warshavski
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                                          Name:  Ido Warshavski
                                          Title: General Counsel & Corporate
                                                 Secretary

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                                  EXHIBIT INDEX

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

Exhibit    Description
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99.1       Press release dated May 8, 2006, entitled "Given Imaging Reports
           First Quarter 2006 Results."

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