UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 2)*

                               GIVEN IMAGING LTD.
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                                (Name of Issuer)

                                  Common Stock
       ------------------------------------------------------------------
                         (Title of Class of Securities)

                                    M52020100
       ------------------------------------------------------------------
                                 (CUSIP Number)

                                December 31, 2010
       ------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

     [_]  Rule 13d-1(b)
     [X]  Rule 13d-1(c)
     [_]  Rule 13d-1(d)

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*    The  remainder  of this  cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter the disclosures provided in a prior cover page.

     The  information  required in the remainder of this cover page shall not be
     deemed to be  "filed"  for the  purpose  of  Section  18 of the  Securities
     Exchange  Act of 1934 ("Act") or otherwise  subject to the  liabilities  of
     that section of the Act but shall be subject to all other provisions of the
     Act (however, see the Notes).







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
- -----------------------------------------------------------------

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
- -----------------------------------------------------------------

9.  Aggregate Amount Beneficially Owned by Each Reporting Person:

                                                  2,930,556
- -----------------------------------------------------------------

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

- -----------------------------------------------------------------

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.
- -----------------------------------------------------------------

12.  Type of Reporting Person           IN
- -----------------------------------------------------------------




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CUSIP No. M52020100
          ---------


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
  ------------------
  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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