EXHIBIT 99.1

                          Given Imaging Conference Call
                                  July 8, 2005
                                  10:00 a.m. ET



Operator: Good morning and welcome, ladies and gentlemen, to the Given Imaging
          Preliminary Second Quarter Results conference call. At this time I'd
          like to inform you that all participants are in a listen-only mode.
          Before I begin, I'd like to read the following regarding
          forward-looking statements.

          During the course of this conference call the company may make
          projections or other forward-looking statements regarding future
          events of the financial performance of Given Imaging. We wish to
          caution you that such statements reflect only the company's current
          expectations and that actual events or results may differ materially.

          You are kindly referred to the risk factors and cautionary language
          contained in the documents that the company files with the Securities
          and Exchange Commission, including the company's annual report on Form
          20-F filed March 25, 2005.

          The company undertakes no obligation to update any projections or
          forward-looking statements in the future. At the request of the
          company, we will open the conference for question and answers after
          the presentation. We'll now turn the call over to Gavriel Meron,
          President and CEO of Given Imaging. Please go ahead.

Gavriel Meron: Thank you, Joe. Good morning, everyone, and thanks for joining
         us today on our call, especially on this short notice. As you saw in
         our press release this morning, we do expect our second quarter revenue
         to be approximately $20.5 million, short of the low end of our guidance
         for this quarter of $22 million.
<PAGE>

          Earnings are expected to be in the range of three to five cents a
          share, also short of the low end of our guidance, which was six cents.
          And this excludes the effect of a one-time provision for taxes, which
          I will elaborate upon in a few minutes.

          As we said in the press release, the shortfall in sales was due
          primarily to the slower finish in both system and PillCam sales during
          the quarter, and especially in the United States. Sales outside of the
          U.S. were actually in line with and in some cases ahead of our
          expectations. We are only a week out of the quarter and obviously have
          not yet completed our analysis of these results, but I will still try
          to provide you with our initial thoughts.

          As you all know, during the first quarter of this year we did redirect
          our sales force in the U.S. from focusing on the selling of new
          systems, to increasing utilization. Before this change, their main
          focus was on selling systems, what we call the hunting mode. We
          changed their mode to a harvesting mode, meaning that they have to go
          to their existing installed base - and we have about 1,400 customers
          in the United States - to increase PillCam small bowel usage.

          Utilization has been just over one patient per week on average as of
          the end of the last quarter, and this is a fraction of the level of
          utilization that we can or should achieve. You all have your models
          and you know very well how a change in the utilization numbers can
          make a significant effect upon the overall revenue and our earnings
          numbers moving forward. So, increases in utilization will clearly also
          have a positive ripple effect upon new work station placement moving
          forward as well.

          But increased utilization for a new product means changing habits and
          changing perceptions among gastroenterologists. And many of the things
          that we're doing are paradigm shifts, and this cannot occur overnight.
          It means trying new ways to change customer behavior and our reps
          investing more of their time with our customers.
<PAGE>

          We're trying different methods. Some of them are actually quite
          successful in the field. We're working now on identifying the best
          ones so that we can implement across the board. I will come back to
          you with some more specific data about utilization and how we're
          tackling that on that on our regular quarterly call on July 29th.

          The bottom line, our PillCam small bowel sales did grow about 50
          percent compared to the second quarter of last year. Now, that's not
          bad, but we had expected to do far better than that. The second factor
          that impacted sales this quarter was lower system sales. We'll get
          into specific numbers only in the quarterly call.

          But since our sales reps are now spending more time on increasing
          utilization it does mean that they have less time to spend on selling
          new systems and hunting. We did not expect this shift to impact total
          system sales because of two main reasons. One, we had hired and
          trained 10 additional reps at the beginning of the year, bringing our
          total sales force, territory managers and regional managers to 45.

          And, secondly, under our agreement with J&J's InScope division,
          InScope was responsible for generating new system leads for us. The
          objective is, of course, to align the two sales forces and get them to
          work together as one unified sales force with a common mission, and
          that is to expand the footprint as much as possible.

          So, we should all have a common mission to expand the footprint as
          much as possible so everyone can have a bigger field to harvest from.
          With InScope's 80 sales reps we together total now more than 120 sales
          reps. And that is one of the largest sales forces in the GI device
          space.

          But with all new endeavors, aligning the sales forces does take time.
          We have not yet realized the anticipated benefits. We have had
          in-depth discussions together about how to correct this moving forward
          and we have made significant progress in improving our coordination.
          We've
<PAGE>

          outlined clearer goals. We are investing efforts in training and
          educating the combined sales forces to work as one coordinated team in
          the field. And I am confident that this will reap significant benefits
          moving forward.

          Finally, as you know, reorders of PillCam ESO are linked very closely
          to reimbursement. And to date we are still working with payers on this
          issue. We continue to believe that ESO represents a huge opportunity,
          and I do expect to see sales of PillCam ESO pick up in tandem with
          reimbursement. And we shall be educating gastroenterologists to
          understand the potential of the platform to drive additional business
          to them and increase their practice efficiency and throughput.

          The results of these three factors is a shortfall of about one and a
          half million from the low end of our guidance range. We have still not
          completed working through our full financial results, but we do expect
          that earnings per share will be in the range of three to five cents
          relative to the low end of our guidance range of six cents per share
          before the additional factors that we'll talk about now.

          And the other factor that I'm talking about that is impacting our
          earnings this quarter is that we discovered that our U.S. subsidiary
          had omitted to collect and remit sales tax to state authorities. As
          you know, sales tax applies to the purchase, and the seller acts to
          collect the tax on behalf of the state as an agent, so to speak. This
          omission was a good faith error.

          It seems that we did not collect sales tax, partly under a
          misconception that all of our customers are exempt, since many of the
          larger and initial customers actually were exempt. However, even
          though we did not collect the sales tax we are liable for it to the
          different states and jurisdictions. Our customers, however, are not
          relieved of their obligations to pay sales and dues tax and in most
          cases can be required to pay the tax at a later time either by us or
          by the state or the jurisdiction.
<PAGE>

          We found that many organized institutions when they are not charged
          sales tax by their vendors actually accrue and remit sales and use tax
          independently through the state. Other customers have been audited by
          the state tax authorities and have also paid the required sales and
          use tax directly to the states.

          We intend to approach states with voluntary disclosure and, in
          parallel, to request our customers to remit these taxes. However, as a
          matter of caution, we expect to make a provision this quarter in the
          amount of approximately $1.2 million for possible bad debts related to
          collection of these taxes as well as interest and penalties that we
          may be charged.

          I believe that this provision should cover this risk sufficiently. Our
          U.S. subsidiary has already implemented a system for invoicing all
          customers with sales tax. So, moving forward, I do not expect to see
          any impact on our revenue or profit growth.

          It is also important to note that this omission was discovered as a
          result of measures we recently took to strengthen our internal
          controls in our U.S. subsidiary. These included, among other things,
          the replacement of senior finance personnel with new staff, who
          identified this issue, reported upon it to management and to our
          independent auditors.

          Last, but certainly not least important, is the resignation of Zvi
          Ben-David, who has been our CFO almost since inception. After five
          very intensive years, Zvi wants to rest and spend more time with his
          family. Zvi is being replaced by Yuval Yanai, who will be joining
          Given very soon.

          Yuval is currently the senior vice president and CFO of Koor
          Industries, which is one of the largest investment holding companies
          in Israel, with investments in telecom, chemicals and defense
          technologies. Koor itself is traded on the New York Stock Exchange,
          and many of its portfolio companies are public companies.
<PAGE>

          Yuval, before this position at Koor, was the CFO of two other known
          Israeli technology companies, NICE Systems, which is traded on the
          NASDAQ and, prior to that, he was CFO of Elscint, which was traded on
          the New York Stock Exchange. Elscint had made landmark contributions
          to the radiology world in hot areas such as multi-slice CT and nuclear
          imaging, and it grew from a startup to more than $300 million revenue
          before being sold. Today parts of Elscint are held by G.E. Medical and
          Philips.

          And Given now is challenged in growing beyond the $80 million run rate
          to grow to hundreds of millions of dollars of sales a year. So we are
          becoming more complex and we do feel the need for additional
          experience and management expertise around the table, particularly to
          strengthen our financial management. So, I do look forward to
          welcoming Yuval on board very soon as our new chief financial officer.
          At this time I will turn the call back to the moderator for questions
          and answers. Joe, please.

Operator:  Thank you. If you would like to ask a question at this time, please
          press the star key followed by the digit one on your touch-tone
          telephone. If your speakerphone is on and you have your mute function
          on, please turn that off so your signal will reach our equipment.
          Again, that is star one for questions. We'll pause just a moment to
          let everyone signal. We'll go first to Ed Shenkan of Wells Fargo.

Ed Shenkan:  Good morning, Gabi.  Thanks for taking my question.

Gavriel Meron:  Hi, Ed.

Ed Shenkan:  Hi. As far as the guidance, you said you're going to wait until
          your conference call later in the month. Could you tell us what you're
          expecting to learn between now and then and why you'd put it off
          another 14 days or so?
<PAGE>

Gavriel  Meron: Yes. We are now in the process obviously of completing the
         quarter. And the quarter just finished a few days ago. And we go
         through a process every quarter of analyzing the quarter, reviewing it
         with managers, and preparing our plans for the next two quarters, which
         are related to what we're going to sell and what we're going to spend.
         And spending and selling - spending for sure is very controllable. And
         selling is controllable to a certain extent. And I hope to a
         significant extent.

          We have to go through that process before I feel comfortable saying
          that something has changed and what has changed and coming out with
          any statements relating to guidance. So, I think we'll have to defer
          till the end of the month for that.

Ed Shenkan:  OK. And as far as the breakdown in the quarter, could you give us
          even any percentages of the revenues that were attributable to
          capsules versus workstations or U.S. percentage of revenues versus
          outside U.S., a band? Is there anything else you could give us that
          you might feel comfortable with that would help us to understand
          better how the quarter broke out?

Gavriel Meron:  Yes. Ed, I think we're really going to have to wait for that, to
          get all the financial numbers together and the analyses and present
          them in a way that has been audited and is correct so that I will have
          my CFO next to me. And he'll give you all the numbers and you'll get
          them.

Ed Shenkan:  OK.

Gavriel  Meron: I really would prefer that we leave all of that aside at the
          moment. It was important for us to get this information to the market,
          which is the general information on where the company is, where we're
          going, and what is unchanged and with a slight.

Operator:  We'll go next to Ittai Kidron of CIBC World Markets.
<PAGE>

Ittai Kidron: Hi, Gabi. I don't know if you want to keep on answering Ed's
          question. But could you give us at least - if you look at the
          shortfall relative to the low end of your guidance, around $1.5
          million, roughly - was it more the workstations? Was it more the
          capsules? Can you give us a little bit more color on that without
          percentages, but from at least a thought standpoint? Where was most of
          the dollars missing?

Gavriel Meron: We had a range of 22 to 24. The difference between the high end
          and the low end was upside in PillCam ESO, which of course we know
          didn't happen. And PillCam ESO was very slow. So, if we look at the -
          if we take the variance that we had, the variance between the low end
          of the range, Europe and the rest of the world were on target and
          slightly ahead of the target.

          In the U.S. we have three pieces. One was workstations. One was
          PillCam small bowel. We didn't have as high utilization as we wanted
          to see. We saw growth, but it wasn't as fast as we wanted it. It was
          only 50 percent growth. And PillCam ESO was of course very low, as I
          said, since there's still no reimbursement and as a result of that
          very, very few orders. But beyond that in numbers, we will give the
          numbers out in the call on July 28th.

Ittai Kidron:  OK.  How would you characterize the work that J&J has done since
          the commercial launch of ESO? And what kind of traction or no traction
          do you see they got in workstation sales? Is it to your satisfaction
          or things could be better over there?

Gavriel Meron: The traction that we've seen from our activities with J&J, the
          InScope sales force has had a very difficult time because they haven't
          had reimbursement. They've been trying to sell a product that isn't
          reimbursed, where the clinical data is not yet published. So, they
          have a lot of, of course, difficulty in seeing results.
<PAGE>

          In addition to that - and you asked specifically about the
          workstations - the J&J sales force had not been trained widely to be a
          platform sales force and more of a utilization sales force, which is
          more natural to their inclination. Following the, I would say, three
          months results, not the six month results - following the three months
          results, during the last quarter we've had lengthy discussions about
          what that means and what needs to be done to change.

          And we've agreed on changing plans and changing activity that will
          actually train the whole sales force in a similar way to sell not only
          the platform as a platform for small bowel PillCam and ESO PillCam and
          further down the road, of course, a colon capsule, but in addition to
          that, of course, the utilization by the InScope sales force for ESO
          and the utilization for small bowel by our sales force. So, the
          difference will be to actually proactively train to sell the platform,
          not only to just mention it when they go into the customer.

Ittai Kidron: So, do you see a risk with having J&J people out there being
          now mostly responsible for workstation sales, I guess, at this point?
          And with your own sales force focusing more on the capsule, given that
          the J&J people are not as used to selling workstations, do you see a
          risk here that in the near term there will be this transition period
          where workstation sales might be, say, challenged because of this?

Gavriel Meron: No. Maybe I wasn't clear about that. We're not delegating the
          bringing of the lead of workstations to J&J anymore. And that is the
          way it started off and that is where it was in the first quarter and
          most of the second quarter.

Ittai Kidron:  OK.

Gavriel Meron:  But, moving forward into the next part of the year what we've
          agreed upon is that we should have one positioning for the customer,
          whether it is a J&J salesperson or whether it is an
<PAGE>

          InScope salesperson or a Given salesperson. When you go to a new
          customer and you talk about the platform the talk track should be the
          same.

          When you go to an existing customer and talk about utilization, the
          talk track may be different and then it will be more focused by them
          on ESO and more focused by us on utilization. But, again, the issue is
          going to a new customer and presenting a full and complete platform.

          And that kind of makes sense. It's very logical. We tried a different
          track and that obviously didn't work. This is a track that presents
          one face, one story to the customer. And is there a risk in that?
          There is, but we're not delegating that. We're actually enlisting each
          other to do a better job together.

Ittai Kidron:  OK.  And so, lastly on this point, would you say that - is there
          a risk - is there - will there - is there a change to the commission
          structure between you and J&J because of this ...

Gavriel Meron:  No.

Ittai Kidron:  ... number one?  And, two ...

Gavriel Meron:  The answer is no, number one

Ittai Kidron:  OK.  And will there be a change in headcount at J&J or with your
          own internal sales force because of that?

Gavriel  Meron:  No. We have 40 salespeople, TMs, and they have about 80 TMs.
          There's no need to increase beyond 120. I think we're probably now
          already the largest sales group in medical devices for
          gastroenterologists. And I think that is a sweet spot to be in. And
          there is no change
<PAGE>

          in the commercial arrangements between the companies. There has been a
          change on the - in the commercial arrangements of our companies with
          our sales force.

Ittai Kidron:  You mean the way the sales force is compensated?

Gavriel Meron:  Right.

Ittai Kidron:  OK.

Gavriel  Meron: Those sales forces now will be compensated slightly differently,
          not more money but with the potential of course to make more money as
          they become more successful, but with the potential to see money
          coming from all the elements of the platform, and, again, to reflect
          what we said so everyone will get something on the workstations.

          Our sales force will, of course, get a major portion of their
          commissions coming from the small bowel, but some commissions coming
          from ESO. And, vice-versa, the InScope group will be getting on the
          workstations plus a major portion, of course, on PillCam ESO and a
          small portion based on the small bowel.

          So, now they will not only talk the platform but they will have an
          interest in the platform. In fact, together that sales force these 120
          sales force, I think the only larger medical device group may be
          Boston Scientific. So, we're really - we're bigger already than
          Olympus, Pentax, Fujinon. This gives us a lot of power in the street.

          And, as I said, I think, on the call, this is a process where it's a
          process of learning. We're doing something completely new. I don't
          think this has ever been done before. And I'm not talking about
          ingesting capsules. I'm talking about getting two different companies
          to work together with their sales forces in the field.
<PAGE>

          What I will say that has been very positive is the way we've been
          working together, hammering things out together, being very frank and
          open and honest, trying to think together what the best way to serve
          our customers is. And we all as a team came to the conclusion to serve
          the customers best is to present the platform in the same way by all
          the sales force.

Ittai Kidron:  Very good.  OK.  Thanks, good luck, and congratulations on
          Yuval's nomination. He's definitely a worthy candidate.

Gavriel Meron:  Thanks, Ittai.

Ittai Kidron:  Thanks.

Operator:  We'll go next to Timothy Lee of Merrill Lynch.

Timothy Lee: Gabi Good morning. Just two questions here. Just, one, a semantics
          issue. Just looking at your press release saying lower than
          anticipated closing of new systems. So, does that mean the actual lead
          activity is there and this is just a timing issue, or are these - are
          the leads - the sales leads aren't there as well?

Gavriel Meron: It's a good catch. And the thing is this. At the end of the day
          on the last day of the quarter we had a long list of leads that we
          hoped more would close, and they didn't. Now, if they will close
          tomorrow or the day after I'm not sure, but they were definitely in
          the leads. So, that is different. And - if you understand what I mean.

          So, we have - we definitely have the pipeline and we do expect to
          close them. I can't give you a date on when they're going to be
          closed, but when we were looking at the end of the quarter we had
          anticipated a higher closing rate of the leads that were out there.
<PAGE>

          So, again, we do have a large group of salesmen out there that have
          not had much experience in actually closing device deals. And that may
          also have affected the level of the leads that we had, which maybe
          will take a bit longer than before.

Timothy Lee: So, just to make sure I'm clear on this, the interest from the
          customers isn't really below your expectation. It's just a matter of
          actually closing the sales?

Gavriel Meron: I would say both, closing the sales and beginning to evaluate
          perhaps correctly how close you are to closing.

Timothy Lee: Got it. OK. And then just a second question. Just in terms of kind
          of your sales flow is it natural to assume that the last two weeks of
          the quarter you get 10, 15 percent of your sales and we should expect
          that to be kind of the natural pattern here on any given quarter?

Gavriel Meron: In every given quarter what you see is it's quite easy to track
          PillCam small bowel and its growth. It's not that erratic. Though if
          you now have 120 salespeople out there, then you could have 120 people
          at the end of the quarter closing one [inaudible], right. And that
          would give you kind of tens of thousands of dollars. But the real jump
          at the end of the quarter has been always the workstations.

          And so, there had been an expectation for workstations at a higher
          level than we actually executed and closed. And, of course, PillCam
          ESO where there hadn't been - there have been very little, I would
          say, reorders during the quarter. That actually could jump very
          significantly all of a sudden when the cycle reorders comes because we
          have more than 700 accounts who are ESO-enabled.
<PAGE>

          That means they have RAPID 3, they have DR2 and they have PillCam ESO.
          And as soon as they finish the 10-pack and they replenish that's 700
          10-packs that could be sold. That could be - you can't know when
          that's going to happen. And we don't have any sustained reordering
          that we can say, OK, this is the rate of reordering. And so,
          therefore, there's a - that's another, what, $300,000 that could come
          in physically in the last few days of the quarter.

          So, we did have, I would say, a strange quarter from that point of
          view, but at the end of the quarter there definitely was a possibility
          of a significant upside to bring us into the range. But that didn't
          happen. A lot did happen, but we didn't get as far as we hoped we will
          get.

Timothy Lee:  OK.  Looking forward to the call at the end of the month for some
          additional details then. Thank you.

Gavriel Meron:  Thanks, Tim.

Operator:  We go next to Amit Hazan of SunTrust.

Amit Hazan:  Hi.  Good afternoon, guys.  Just a couple questions.  On the
          PillCam ESO, just again with regard to reimbursement, just more
          curious on your -as you were setting your expectations for the quarter
          did you expect to have reimbursement in place this quarter for the
          ESO?

Gavriel Meron: Reimbursement in place? There are two types of reimbursement,
          and let me just review that. There's reimbursement that we're talking
          about getting a CPT code, which means submitting to CMS sometime
          towards the end of this year, getting approval from CMS the end of
          next year effective January 1, the year after, 2007. That is what I
          will call getting reimbursement.

          But under - besides that in the parallel track in the similar way to
          what we did when we came out initially with the PillCam small bowel,
          we went to payers one by one to convince them to start
<PAGE>

          insuring and covering PillCam small bowel activity. And this is the
          activity that has been ongoing for PillCam ESO since we got FDA
          clearance. Now - which was in November, December last year. And that
          activity takes time.

          If we just look back at PillCam small bowel, we received FDA clearance
          in August of 2001. And I think for three quarters we had no policies.
          But then they started coming in. And once they start coming in one
          brings the other and one gives the other more confidence and it starts
          moving. And as you get these policies coming out, which are regional
          policies usually, multi-state, four or five states each time, you can
          see movement of sales and reorders in those states.

          And that is what we do expect to happen. We had hoped that some of
          that will happen earlier because PillCam ESO wasn't a totally new
          product compared to PillCam small bowel. But even so, this has taken
          pretty much about the same time as it's taken us with the small bowel.
          And we do expect to see - and there are in the pipeline some policies
          that should be announced moving forward.

Amit Hazan: OK. I guess I'm just trying to understand - I mean, it sounds like
          you're making a very strong correlation between ESO sales and
          reimbursement. And just kind of trying to get maybe anecdotally if
          that's what you're hearing from your customers as they're doing these
          evaluations and again as we're looking into the back half of this year
          before your call when you give us guidance how we look at ESO sales
          before reimbursement comes in. So, if you can give any color there.

Gavriel Meron: Just a comment to that, again, we have 700 customers who have
          PillCam ESO on their shelf and have been using PillCam ESO at a very
          slow rate. And the capability for them to use it at a higher rate is
          really a function of reimbursement. And it can move very quickly.
          That's what's unique and very different to where we were with the
          PillCam small bowel.
<PAGE>

          So, when we move the PillCam small bowel we found it very difficult to
          sell before reimbursement. Here we have a situation we have customers
          who are given diagnostic system savvy. They know how to work with the
          system. They work with the system.

          They have PillCam ESO. They understand the value of it. They may not
          appreciate it yet as much as we'd like them to appreciate it. That's
          for sure. But they're not going to get reimbursed for it now, so
          there's nothing driving them to do that.

          But once they do get reimbursed we will be using - and J&J InScope
          will be using everything they have to drive utilization through the
          sales force through other marketing activities and, of course, through
          the referral patterns that the Johnson sales force can also help
          generate. So, we're in a very different place from the potential of
          moving as soon as reimbursement does come out. So, you're right, I am
          connecting that very much one with the other.

Amit Hazan: OK. Just two quick other questions. First, unless I missed it, I
          didn't hear much about recorders here in the U.S. Should we assume
          that those were OK, or did you see any because of the big promotion
          you've had over the last two quarters, the first quarter and the
          fourth quarter. Was there any slip there or were those still at about
          1.8 per workstation?

Gavriel Meron: We'll get into the details of the numbers at the - in two week's
          time when we have the call and we get into the numbers. But we did
          after DDW come out with a promotion and we reduced the price of the
          recorders to under $5,000 to encourage people to buy recorders, as
          many as they need. And when we say that the system revenues of or less
          than we anticipated, then the systems, of course, does include the
          recorders - we don't divide that in this call.

Amit Hazan: OK. All right. And just lastly on the tax charge, you say one-time
          in nature. I just want to make sure that that means going forward here
          we can continue to model as we had been almost no U.S. taxes. Is that
          correct?
<PAGE>

Gavriel Meron: That's correct. This isn't corporate tax that comes out of our
          earnings. This is sales tax that we should have and we are now as of
          every invoice coming out adding on where it is relevant, where we
          don't have an exemption certificate and where it's not a reseller.
          According to the specific sales tax rules in the different
          jurisdictions, some jurisdictions the capsule - the PillCams are
          actually exempt.

          Some of the workstations are not exempt. We have to go through each -
          each invoice will have the correct sales tax on it, as it should have
          been up till now. And we will collect and remit to the states. That
          has absolutely no effect on P&L moving forward or on the sales revenue
          top line or bottom line. And so, your models from that point of view
          should be intact.

Amit Hazan:  OK.  Perfect.  Thanks very much.

Gavriel Meron:  Thanks.

Operator:  We'll go next to Peter Bye of Smith Barney.

Gavriel Meron:  Hi, Peter.

Peter Bye:  Hey, Gabi.  Thanks.  Just there seems to be a lot of focus on the
          diagnostic side and just sort of the disconnect between the sales
          forces, but honestly there was a shortfall across the board here. You
          have an extra 10 salespeople this year, either solely concentrated on
          SB.

          I mean, there was a shortfall there too. Given what you claim is
          certainly underutilization, what's going on there? You've got extra
          bodies knocking on the door that much more to drive other indications.
          And that doesn't seem to be taking off either.
<PAGE>

Gavriel Meron:  Yes.  The 50 percent growth is not that nothing happened.
          Something definitely has happened if we've grown 50 percent. What I'm
          saying is our expectation was higher and we are in unchartered waters.
          And what we are doing, and this is what I also mentioned in the call
          before, we've tried something new.

          We've taken a group of sales force and we've trained them to be
          harvesters rather than hunters. And we've done very - a lot of very
          different things. We've tried a lot of different things to see what
          actually is effective to move utilization. From my point of view, I
          want to see utilization move from one to two to three to four to five.

Peter Bye:  Right.

Gavriel Meron: And what we're seeing, of course, is incremental movement, from
          1.17, 1.2, 1.3, something like that. But I can tell you that there are
          territories and territory managers that have succeeded in increasing
          it by far more, by doing very smart things in the field. And what
          we're now doing is analyzing what works, what works less, what doesn't
          work, what practices we shouldn't do, what practices we should do, and
          to make a significant impact on utilization moving forward.

          So, the bad news is that we have been trying different things and some
          of them have not been working. And maybe a lot of them have not been
          working. But we have been doing things as well, but some of them have
          been working extraordinarily well.

          And that gives me a lot of confidence moving forward that if we copy
          those and we extract the good practices and then spread them around
          the whole sales force we should be able to have a significant impact
          on utilization moving forward. And that, of course, is very
          significant.

Peter Bye:  Can you give us some empirical evidence of what's working and what's
          not working?
<PAGE>

Gavriel Meron:  Yes.  I'll do that in great detail in the call.

Peter Bye:  But just strategies, techniques.  What's the pushback?

Gavriel Meron:  I know.  And let us get that in an orderly manner and get that
          moving forward.

Peter Bye: And then on the clinical front, has reimbursement on ESO made you
          rethink on how you might want to design the clinical trial for PillCam
          colon to include cost savings into it with the total submission and
          the package in so you could sort of almost dual track CMS and FDA? Any
          thoughts there?

Gavriel Meron:  I am not sure I understand your question, Peter.

Peter Bye: Well, to - you've got issues on reimbursement with your latest new
          product, a time lag of almost two years from introduction when you
          look at a CPT code in '07. And have you thought about maybe designing
          a trial to obtain the evidence on the cost front, wherever it might
          be, the benefits from an economic standpoint to perhaps get
          reimbursement sooner for your next generation product or your next
          focal point, which is the colon, so you don't have a similar gap like
          you do here with ESO?

Gavriel Meron: The thing is this. If we hit, for example, from what you have
          said, then we would not have been in the market with PillCam ESO today
          and we would have been doing the trials. We are doing the trials in
          parallel. And I think that the right strategy moving forward is to go
          in parallel. So, you do want to get an indication approved.

          You do want to get it out there. You want to start fighting the fight
          with the pairs to get insurance coverage one by one in parallel. You
          do the clinical trials. And there are very large numbers of
<PAGE>

          clinical trials in the pipeline instigated by InScope. And when they
          will be out, of course, they will be very powerful and will be very
          supportive of the reimbursement activity. But they take time. And they
          cannot start before you do FDA clearance.

          So, FDA clearance was in November and, as you're right, you probably
          do need a year of clinical trials to bring in to the stage that you
          can have some outcome studies and so on that will then go into peer
          review, but that is a process that we did. And if you remember in our
          presentations, we always show the peer review publications and how
          they grow over time. That takes time to build.

          I really don't think it's a question whether you should be in the
          market before you do that in parallel or not. So, the answer is yes.
          You go into the market in parallel, knowing that it's going to take a
          while, getting the clinical data, the publications in parallel to
          getting insurers in place, in parallel to starting setting to early
          adopters and so on. This is an effort that goes in parallel and should
          be expected to continue to work that way.

          So, it's not a question of waiting to go to market until you have all
          the data. As soon as you have data that is sufficient to allow you to
          get into market, I believe you should go to market and in parallel to
          that start the clinical trials, the longest clinical trials that give
          you outcome studies. The Thomas Jefferson University for suspected
          Crohn's study only came out in January of 2005. We launched in August
          2001. And so, as you move into market, of course, it does take time.

Peter Bye: One of the, I guess, explicit programs you had thought would drive
          some utilization - obviously things take time - was cutting the cost
          of the recorder so that capacity utilization and existing accounts
          that they had more recorders. So, is that one of the strategies you
          said has worked or too early to tell?

Gavriel Meron: Well, there are accounts for sure that have bought DR2s in a way
          that would enable them to increase significantly the utilization, and
          they have. And that is part of it. But that will not drive
<PAGE>

          the average gastroenterologist who is not doing one a week to buy a
          DR2. They're nowhere near there. So, there's something else that has
          to be done to bring them to a higher level that it becomes relevant
          for them to buy another DR2 to increase their capacity.

Peter Bye: Do you think - when do you think you'll know what that strategy is
          to reach an inflection point in driving adoption? You had the
          consensus statements come out in February and adopted by the DDW here.
          I mean, just given your experience is it a year? Is it a couple more
          quarters?

Gavriel Meron: Well, consensus is going to be published, I think, in August in
          "Endoscopy" in the peer review publication. And before it's published
          it's still, I would say, in some peoples' eyes maybe anecdotal. The
          publication of it in a peer review gives it really the stamp of
          authority, and we can then leverage on it far more than we have been
          able up till now.

          We obviously have a very detailed plan of activity. And it's not that
          we're going to start doing one now. It's just that we're constantly
          reviewing it and constantly reviewing on a quarterly basis. And now
          we're going to actually just before our quarterly reviews for the
          previous quarter to drill down and analyze in-depth what is working,
          what isn't, what should we change, what we need to do.

          And probably most of that is not something we're going to share
          because of potential competitive reasons, but I'm sure that I'll be
          able to share more after we go through these [inaudible] and - we'll
          share carefully in the earnings call some information on that that
          will help you more than I can help you now.

Peter Bye: Just one last thing on guidance. I guess when you gave it 95 to
          105 is that the same thing as the 22 to 24, sort of the upper end
          range was supposed to be if ESO took off and the lower range if not?
<PAGE>

Gavriel Meron:  Yes.  The - our upper end was a taking off of the ESO, yes.

Peter Bye:  And the lower end is essentially no ESO?

Gavriel Meron: No ESO, I don't think, was an option. And we are filling ESO ...

Peter Bye:  Limited.

Gavriel Meron:  ... Q4.  I wouldn't say that the lower range is no ESO.  I'll
          give you all the details in a couple of weeks.

Peter Bye:  I look forward to it.  Thanks, Gabi.

Gavriel Meron:  OK.

Operator:  We'll go next to Anthony Vendetti of Maxim Group.

Anthony Vendetti:  Thanks.  I just have a couple questions.  In terms of the
          taxes when did you come to the realization that there needed to be
          sales taxes paid?

Gavriel Meron: Well, the issue of sales tax is something that, of course, is
          not new in the United States. The understanding that there are sales
          tax and that there are exemptions was something that I think floated
          around at the company, knowing that it was exempt. And this was kind
          of general knowledge, which of course was incorrect.

          So, recently this was found by our - after we made changes in the
          financial group there at Inc. And the question then was, OK, so what
          is the story, because there are many that are exempt. It's a pretty
          complicated thing to do to review all the invoices to date - state by
          state, actually zip
<PAGE>

          code by zip code because zip codes have different sales taxes and
          there are different laws state laws as well and different exemption.

          So, this had to be reviewed very carefully to understand where we are
          and what needs to be done. What I can tell you is that as of now
          invoices are issued with sales tax and our U.S. subsidiary is now
          compliant with that. And so, this issue should be behind us.

Anthony Vendetti:  OK.  So, going forward every zip code has the appropriate
          invoice with the appropriate sales tax?

Gavriel Meron:  Right.  There's some software that allows you to actually go
          through that. It's updated regularly by people who are experts in the
          field.

Anthony Vendetti:  OK.  And could you give us an update a little bit on how the
          reimbursement for PillCam ESO is progressing in terms of the U.S. and
          Japan?

Gavriel Meron:  OK.  One second.  You threw in Japan.

Anthony Vendetti:  Well, marketing approval - reimbursement in the U.S. and
          marketing approval in Japan. Give us an update.

Gavriel Meron: PillCam ESO reimbursement is - activity is being made with
          payers on a one-by-one basis, and with different levels of success.
          The responses have been quite good, but we still have not seen the
          policies being issued. There is an expectation, we have a pipeline of
          policies that we expect to be issued for PillCam ESO.
<PAGE>

          And beyond that I don't think I can give you details of which policies
          and so on. As they come out we will be announcing them because, of
          course, there's great interest in that, until we get to some critical
          mass where we will announce only quarterly, as we now announce PillCam
          small bowel.

          So, we will be announcing July 28th the additional policies that were
          approved for PillCam small bowel in the quarter, as we do now on a
          quarterly basis. So, with PillCam ESO we won't - I don't think we'll
          be holding that information. So, as it comes out we will announce it.

          In Japan we are in discussions with (inaudible), the authority there
          that approves the entry of medical devices into Japan. We've pretty
          much very progressed in the process and we still do hope to get
          approval this year from Japan to start selling into the Japan market.

Anthony Vendetti:  And reimbursement there could take, after getting market
          approval, another six to 12 months? Is that about right?

Gavriel Meron:  Yes.  From the point of approval to getting into the country,
          yes, that's correct.

Anthony Vendetti:  OK.  And can you talk about the discounts in terms of when
          you expect them to end or the program that you have now is going to
          continue indefinitely?

Gavriel Meron:  Well, at the moment there aren't any discounts on the
          workstation or on the - on PillCams. We actually reduced the price of
          the Data Recorder to just under $5,000.

Anthony Vendetti:  Right.

Gavriel Meron:  So, it's not a discount.

Anthony Vendetti:  It's a permanent ...
<PAGE>

Gavriel Meron:  Yes.  It used to be, if you remember - maybe you don't remember
          it. The price of DR2s used to be $5,500. We increased it to $8,350
          when we came out with DR2, and now we decided to bring it back to just
          under $5,000. So, that shouldn't be a barrier anywhere for increasing
          purchases of DR2 as utilization increase.

          Obviously we haven't seen that huge increase in utilization yet to
          make that very effective, but in those accounts that we do see
          increased utilization we have seen accounts with that happening, this
          additional DR2 is a definite benefit for them and attractive for them
          to increase utilization. That should not be a barrier. Basically what
          we're looking at and seeing, OK, where are there barriers and let's
          move them out of the way. And so, that was one of them.

Anthony Vendetti:  OK.  And your new CFO Yuval, when is he starting?

Gavriel Meron:  Sorry, the new CFO?

Anthony Vendetti:  Yes.

Gavriel Meron:  He'll probably be starting working in a few week's time and
          phasing out of Koor and phasing in - probably in September he'll be
          fully phased in.

Anthony Vendetti:  And how was he - was that through an executive search or is
          that someone that you knew?

Gavriel  Meron: Well, Yuval Yanai is very well known in the Israeli investor
          community and I think also in the U.S. community, since he has been a
          CFO of public companies for the past, I think, 20 years. His
          reputation is widely known. And we didn't need a search firm to help
          us find him.
<PAGE>

Anthony Vendetti:  OK.  All right.  Thanks.

Operator:  We have time for two other questions.  We'll go next to Lee Brown of
          Merrill Lynch.

Lee Brown:  Hi.  How are you?

Gavriel Meron:  Hi.

Lee Brown:  Just a quick question in terms of the SB.  I just want to clarify.
          Did you say the U.S. SB revenue run rate was up 50 percent, or was it
          a worldwide figure?

Gavriel Meron:  It's a worldwide figure.

Lee Brown:  OK.  And then in terms of the system sales you said that the U.S.
          systems were especially disappointing. Were the unit - was the unit
          volume down year over year from the prior year quarter, or was - and,
          likewise, was the revenue down from the prior year quarter?

Gavriel  Meron: We'll do all the analyses again on the 28th because there has
          been a change in prices, as I mentioned, of the DR2. And we really
          need to analyze properly the final numbers of workstations and DR2s
          and the price effect and the quantity effect.

          I prefer not to answer that right now, but when I say I was
          disappointed I was disappointed compared to what we expected to happen
          at the end of the day on June 30th, where we did have a very long list
          of leads that we had hoped to close far more than we actually did
          close. So - and also that we had budgeted for that we included in our
          expectations.

Lee Brown: Fair enough. And then lastly in terms of the pricing, which was
          announced on May 19th at your investor meeting, when did that pricing
          change for the second workstation going down to just
<PAGE>

          shy of $5,000 and the DR2 going to just shy of $5,000? When was that
          actually put into effect? Was it post the analyst ...

Gavriel Meron:  Immediately.

Lee Brown:  What?

Gavriel  Meron: It was basically at that time. It was at that time. And this is
          also - because this is why the analysis has to be really sharp,
          because there were, of course, accounts that took this opportunity of
          adding another workstation to their account. So, in total numbers of
          workstations how do you count them?

          We will count them as workstations, of course, in revenue. You're not
          going to see the multiplication for starter kits. And so, it does
          obviously raise some analysis issues, which we're going to have to
          deal with. And a week from the end of the quarter is too early for us
          to be able to intelligently analyze that.

Lee Brown: But would it be safe to say that the majority of sales were made
          towards the back end of the quarter and, therefore, on a weighted
          average the pricing would be closer to the lower amount versus the
          previous price?

Gavriel Meron:  For sure, yes.

Lee Brown:  OK.  Thank you very much.

Gavriel Meron:  Thank you.
<PAGE>

Operator:  We'll go back to Ed Shenkan of Wells Fargo.  And we'll have time for
          one other question after that.

Ed Shenkan:  Hi, Gabi.  Thanks for the follow-up question.  The change that
          you're making with the sales force as far as priorities, letting
          InScope get a commission now on the small bowel capsules, can you just
          explain how that might work?

          Because certainly if they're now motivated for small bowel that's
          going to help you guys immensely. And will you have - as an existing
          customer only have one salesperson then, either the InScope or your
          rep driving all products if they already have a system in place?

Gavriel Meron:  Yes.  Ed, just to clarify, there's no change in the commercial
          relations between InScope and Given Imaging. So, it's not that we're
          paying InScope a commission on small bowel PillCams, because that's
          kind of what you said. And maybe you didn't mean that, but that's what
          it sounded like.

          What actually is happening is that our - we all know what we've
          budgeted to pay our sales force. And the question is how do you
          promote their behavior in a way that you want that to happen. And so,
          what both of us have decided is that a certain portion of the pie of
          commissions that were budgeted will be reserved to relate to how
          effective in the region PillCam small bowel has been and PillCam ESO,
          of course weighted very differently between the two different sales
          forces.

          We are two different companies and we have to retain our integrity as
          being two different companies and with different interests. But on the
          issue of a platform, the Given Imaging platform selling PillCam small
          bowel for all the indications of the consensus and selling PillCam ESO
          for all the expected indications, this is something that we're going
          to train all the 120 salesmen to.
<PAGE>

          And they will all be selling that and they will be making money when
          they succeed in doing those sales. And I think this is the critical
          part of how we expect to see this play out. And this is very different
          to where we were, say, in the last six months. And this is a unique
          way of operation.

Ed Shenkan: And will an existing doctor that has a workstation - will he have
          the InScope rep and the Given rep both calling on him to drive
          utilization of both products?

Gavriel  Meron: Once you have a customer then of course our - the Given rep will
          go there to drive small bowel and will talk ESO when they come there.
          And the InScope rep will go there talking ESO and also talking small
          bowel. But don't forget that both companies will have additional
          products and will be promoting their additional products as well, even
          though for the moment that's not the case.

          But we have to be ready and plan for that because that's what the
          agenda is. InScope will not only be selling in the future Given
          Diagnostic Imaging systems and PillCam ESO. They do have a pipeline of
          their own. We also will have a pipeline of our own. There will be
          divergence there.

          If we look at the next six months, the next six months for sure we
          will all be talking platform, PillCam small bowel, PillCam ESO. This
          is the advantage of having a Given system, being able to use the same
          system and benefit the diagnostic tests and information that both
          PillCam ESO and PillCam small bowel can provide.

Ed Shenkan: Are you more optimistic on the small bowel capsule growth now than
          you might have been three months ago, knowing that InScope is going to
          maybe devote a little more resources towards small bowel capsule
          utilization?

Gavriel Meron: I'm optimistic about all the elements of our growth, whether it
          be PillCam small bowel or PillCam ESO, and the platform itself, I
          think, that having the 120 people trained and educating the
<PAGE>

          field and the customers for the value of the platform and with its
          products moving forward is something that is of significant value. And
          I do expect to see that have an effect.

Ed Shenkan:  OK.  Thanks, Gabi.  That's a good note to end on.

Gavriel Meron:  Thanks, Ed.

Operator:  We'll take our final question from Michael Freedman, Sawgrass
          Capital.

Michael  Freedman: Thanks for taking the question. Gabi, just to clarify - and I
          guess it's the point that a few people have asked about. I know the
          system sales tend to be back end loaded in the quarter. But is that
          the same for the PillCam sales themselves, or since they're reorders
          do they tend to be more linearly even during the quarter?

Gavriel Meron:  OK. Thanks for asking that. The PillCam small bowel sales are
          pretty much linear, I mean linear moving up and growing day-to-day.
          So, this - it's a daily event. You watch the PillCams coming in all
          through the day. In Q1, I think, $500,000 of PillCam small bowel was
          sold through the Internet. So, we're seeing it's not a daily event.
          It's every minute you can see things coming in.

          So, of course, that is something more traceable and you don't expect
          to have a surprise at the end of the quarter. And the normal selling
          of PillCam small bowel is not something that will have a significant
          effect on the spike at the end of the quarter. However - and, of
          course, the workstations is very different. The workstations there's a
          lot of pressure by a salesman at the end of the quarter to achieve
          their quotas, to close the deals.

Michael Freedman:  Right.
<PAGE>

Gavriel  Meron: ... and the expectation by the purchasing agents waiting out
          toward the end of the quarter, maybe being able to get something out
          of the salesman who's under pressure. So, it's something that
          unfortunately all of us who have been in devices really hate and want
          to change, but I haven't ever seen it actually being changed anywhere.

          And that will change as a proportion of our revenue coming from
          workstations gets less, and that of course has a lesser effect. So,
          that is why also that the reduced performance compared to guidance is
          not a huge number, 20.5 compared to the low end of 22. And that is
          because a very high proportion of our sales are already coming out of
          the recurring revenue. And the recurring revenue is, of course, much
          easier to plan for.

          The PillCam ESO is strange. And this is where I would like to explain.
          We do have 80 InScope reps running around trying to sell PillCam ESO
          capsules. And we do have more than 700 customers who already have
          PillCam ESO and are utilizing it.

          And since they are utilizing it, even though it may be at a very slow
          rate, at some point in time - and if they theoretically all use at the
          same, at some point in time there'll be 700 people ordering a 10-pack.
          And so, that's 7,000 capsules and that's $3.5 million. So, you see
          what I'm saying? And so ...

Michael Freedman:  Yes.

Gavriel Meron: ... there is out there a $3.5 million order that's ready to
          come, and we don't know exactly when it's going to come. So, at the
          end of the quarter, this specific quarter, there was a potential for
          millions of dollars to come in towards any day at the end of the
          quarter and any day moving forward, by the way, when they start
          reordering, and they will start reordering when they utilize more
          regularly.
<PAGE>

          And that will happen with announcements for reimbursement policies.
          And since those reimbursement policies we expect to see happening, it
          is in the pipeline and can happen imminently, then as they do come out
          we can expect to see some significant reorders in a spike rather than
          in a daily event.

Michael Freedman: Well, OK, thank you, because that was kind of the question
          behind my question. I mean, obviously I and some other investors lived
          through the disappointing delay in issuance of original CPT codes for
          the small bowel and the disappointing delay in traction on expanded
          coverage, and all of them came through.

          So, I'm prepared to wait however long it takes for the ESO, as long as
          I'm comfortable that the SB business is still intact and moving
          forward and there's no problem with the SB business. And I think
          that's kind of the question that a lot of people have been trying to
          tease out of you.

Gavriel Meron:  OK.  So, 50 percent growth is growing. It's growing very nicely.
          And we want it to grow more.

Michael Freedman:  Right.  Right.

Gavriel  Meron: And we're doing everything we can to drill down and find the
          things that work and get them to work to have further and not
          incremental growth. And that's our challenge and that's what we're
          doing.

Michael Freedman:  OK.  Thanks.  Just one other clarification.  You had talked
          about the permanent CPT code for ESO. Was there a possibility of
          getting a temporary CPT code sooner besides the individual payer
          reimbursements?
<PAGE>

Gavriel  Meron: Yes, there is that possibility, and that, of course, is
          something that we're also working on. But - and, again, as soon as
          that happens we'll be able to announcement. That has not happened yet.

Michael Freedman:  OK.  But that is something that could happen on a much sooner
          timeline than the ...

Gavriel Meron:   Sure.

Michael Freedman:  2007.  OK.

Gavriel Meron:  Absolutely.

Michael Freedman:  Thanks, Gabi.

Gavriel Meron:  Thanks.

Operator:  This does conclude our question-and-answer session.  Mr. Meron, I'll
          turn the conference back over to you for any additional or closing
          comments.

Gavriel  Meron: OK. Thank you all for joining this call. And I just want to
          reiterate that our potential for growth is solid. We are in the
          transition phase of an $80 million run rate revenue company, reaching
          for the hundreds of millions of revenue that we want to see. And that
          is our challenge. And I'd like again to say that I'm pleased to Yuval
          join the team and bring his experience to the table to support this
          effort too.

          The fundamentals of the quarter, focusing our Given and InScope sales
          forces to work as one team and leveraging on that strength in the
          market, the powerful clinical data that we seeded at ICCE and that was
          presented at DDW and the consensus that will be published in the peer
<PAGE>

          review journal Endoscopy in a few weeks, all of these will have a
          positive effect on our performance, on our sales, on our earnings,
          though it is too early for me to quantify this effect.

          And we'll talk about guidance, of course, on the 28th. We do
          appreciate the continued support of our shareholders. And I do look
          forward to updating you further with our detailed financial results
          and guidance on our release on July 28th and on the earnings call on
          July 29th. So, thank you again, all of you. Bye.

Operator:  And this does conclude our conference.  Thank you for your
          participation. You may disconnect at this time.

                                       END