GIVN Given Imaging Ltd. - Ordinary Shares (MM)

CUSIP No. M52020100
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1. Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons
 (entities only):
 LEON G. COOPERMAN

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2. Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) [_]
 (b) [X]
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3. SEC Use Only

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4. Citizenship or Place of Organization:

 UNITED STATES
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Number of 5. Sole Voting Power: 1,752,958
Shares Bene-
ficially 6. Shared Voting Power 1,177,598
Owned by
Each Report- 7. Sole Dispositive Power: 1,752,958
ing Person
With 8. Shared Dispositive Power 1,177,598
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9. Aggregate Amount Beneficially Owned by Each Reporting Person:

 2,930,556
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10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [_]

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11. Percent of Class Represented by Amount in Row (9): 9.8 %

 The beneficial ownership percentage set forth herein has been calculated
based on 29,784,327 common shares of the Issuer outstanding as reported on the
Issuer's Form 6-K filed with the SEC dated November 4, 2010.
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12. Type of Reporting Person IN
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CUSIP No. M52020100
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This statement is filed with respect to the Shares of GIVEN IMAGING LTD. (the
"Issuer") beneficially owned by LEON G. COOPERMAN as of December 31, 2010 and
amends and supplements the Schedule 13G previously filed ( the "Schedule 13G").
Except as set forth herein the Schedule 13G is unmodified.

Item 2(b) Address of Principal Business Office or, if None, Residence:

 The address of the principal business office of Mr. Cooperman is 2700 No.
Military Trail, Suite 230, Boca Raton FL 33431 and the principal business office
of each Capital LP, Equity LP, Investors LP, Overseas, and Advisors is 88 Pine
Street, Wall Street Plaza - 31st Floor, New York, NY 10005.


Item 4. Ownership:

Item 4(a) (b) Amount Beneficially Owned and Percent of Class:

 Mr. Cooperman may be deemed the beneficial owner of 2,930,556 Shares which
constitutes approximately 9.8% of the total number of Shares outstanding. This
consists of 728,677 Shares owned by Capital LP; 252,986 Shares owned by Equity
LP; 166,346 Shares owned by Investors LP; 604,949 Shares owned by Overseas; and
1,177,598 Shares owned by the Managed Accounts.

Item 4(c). Number of Shares as to which such person has:

 (i) Sole power to vote or to direct the vote: 1,752,958

 (ii) Shared power to vote or to direct the vote: 1,177,598

 (iii) Sole power to dispose or to direct the disposition of: 1,752,958

 (iv) Shared power to dispose or to direct the disposition of: 1,177,598


Item 5. Ownership of Five Percent or Less of a Class.

 This Item 5 is not applicable.


Item 6. Ownership of More than Five Percent on Behalf of Another Person:

 This Item 6 is not applicable.


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CUSIP No. M52020100
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
 Security Being Reported on by the Parent Holding Company:

 This Item 7 is not applicable.


Item 8. Identification and Classification of Members of the Group:

 This Item 8 is not applicable.


Item 9. Notice of Dissolution of Group:

 This Item 9 is not applicable.


Item 10. Certification:

 By signing below the undersigned certifies that, to the best of his
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the Issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.


 SIGNATURE

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


DATED: February 7, 2011 as of December 31, 2010

LEON G. COOPERMAN, individually,
and as Managing Member of Omega
Associates, L.L.C. on behalf of
Omega Capital Partners, L.P.,
Omega Capital Investors, L.P.,
Omega Equity Investors, L.P.,and
as President of Omega Advisors, Inc.

By /s/ ALAN M. STARK
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 Alan M. Stark
 Attorney-in-Fact
Power of Attorney on file


ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).


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