SecProbe.io

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							December 1, 2004

By Facsimile (011) 972 3 607 4422
Perry Wildes, Adv.
Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
One Azrieli Center
Tel Aviv 67021, Israel
(011) 972 3 607 4444

Re:  	Elbit Medical Imaging Ltd.
	Schedule TO-I filed on November 23, 2004
	File No. 005- 50154

Dear Mr. Wildes:

      We have the following comments on the above -referenced
filing. Please understand that the purpose of our review process is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other aspect
of our review.  Feel free to call us at the telephone numbers listed
at the end of this letter.

When will Elibit pay me for my shares?

1. Please revise your disclosure to confirm that in all instances
you will pay for or return tendered units promptly after expiration
of the offer.  Please refer to Rule 14e-1(c) of the Exchange Act.

Can I tender my shares using a guaranteed delivery procedure?

2. Please revise your disclosure to state, in plain English, the
meaning of this heading.

2.  Purpose of the Offer; Certain Effects of the Offer

3. We note, in the last paragraph of this section, that you state
that you have no current plans to acquire additional shares other
than through the offer, but that you may, in the future, purchase
additional shares.  Please advise us whether the Company is making
this offer for greater than 11% of the Company`s issued and
outstanding share capital with a view toward, or in connection
with, any plan or purpose of acquiring securities in a series of
successive and periodic offers (whether or not at increasing prices),
in order to acquire securities over time at the lowest possible price
at which security holders are willing to sell.  If not, please
confirm that no such intention or plan exists.  If the Company has
any such plans, intentions or goals, whether formal or informal,
then such information would be material and should be disclosed to
unaffiliated security holders in a supplement to the offer.  Further,
if the Company has any of the plans or intentions described above, we
believe the current offer would be a first step in a going private
transaction for which a Schedule 13E-3 should be filed and
disseminated to security holders.

Conditions of the Offer, page 24

4. Refer to the defined term "event" found in the condition
labeled (a)(1).  We note that you shall not be required to accept
tendered shares where any event shall have occurred.  You define event,
in part, to include "any action taken, or any statute, rule,
regulation, legislation, interpretation, judgment, order of
injunction enacted, enforced, promulgated, amended, issued or deemed
applicable to the offer. . . ."  Please clarify this condition to first
describe these actions as applying to the offer, if true.  Further, we
are concerned that your offer condition is drafted so broadly and
generally as to make it difficult to determine whether it has been
"triggered" by events as they occur. Please tailor your condition so
that the security holders may objectively verify when it has been
triggered. For example, is this condition effective if any such event
has a material adverse effect on the Company?

5. The third and fourth listed offer conditions to the condition
labeled (4) refers to "a commencement of a war, armed hostilities
or other national or international crisis directly or indirectly
involving the United States or Israel. . . ."  The fourth bullet
point includes:  "in the case of any of the foregoing existing at
the time of the commencement of the Offer, a material escalation or
the worsening thereof."  Given the current situation in Iraq,
Afghanistan, and Israel and the recent escalation of hostilities
there, we are concerned that your offer condition is drafted so
broadly and generally as to make it difficult to determine whether
it has been "triggered" by events as they occur. Please tailor your
conditions so that security holders may objectively verify when
these been triggered.  For example, are these conditions effective if
any such event has a material adverse effect on the Company?

6. In our view, you may condition a tender offer on any number of
conditions, as long as they are described with reasonable
specificity, capable of some measure of objective verification,
and outside of your control. In the second paragraph of subsection
(b), the phrase "regardless of the circumstances giving rise to the
failure of the condition" implies that you may assert an offer
condition even when the condition is "triggered" by your own
action or inaction. Please revise in accordance with our position.

7. In the same paragraph, you state that you may waive any
condition in whole or in part until the expiration date.  You
further state, two paragraphs later, that your failure at any time to
exercise any of the foregoing rights shall not be deemed a waiver of
any such right and each such right shall be deemed an ongoing right
that may be asserted at any time.  We note the fact that you have not
included qualified language that the conditions are considered an
"ongoing right that may be asserted at any time."  You have limited
your right to act pursuant to conditions up until offer expiration.
We agree. Please note, however, that if a listed offer condition is
implicated by events that occur during the tender offer, in order to
continue the offer, you must waive that condition. As you are aware,
waiver of an offer condition may require an extension of the offer
and/or dissemination of additional offering material. Please confirm
your understanding in a supplemental response.

8. We note your list of expenses.  Please disclose whether or not
the Company has paid or will be responsible for payment of same
pursuant to Item 1007(c) of Regulation M-A.

Letter of Transmittal

9. The letter improperly asks note holders to certify that they
have "read" the terms of the offer.  Please revise to delete the
requirement that security holders certify that they have "read"
the offer.  Alternatively, amend the form to include a legend in
bold typeface that indicates Elbit neither views the certification
made by note holders that they have read the offering materials as
a waiver of liability and that Elbit promises not to assert that
this provision constitutes a waiver of liability.

Closing Comments

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.  Since the issuer is in possession of all
facts relating to its disclosure, it is responsible for the accuracy
and adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide, in writing, a statement from the issuer acknowledging that:

* the issuer is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the issuer may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing
or in response to our comments on your filing.

      As appropriate, please amend your document in response to
these comments.  You may wish to provide us with marked copies of
the amendment, if required, to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.  In addition, depending upon your response to
these comments, a supplement may need to be sent to security holders.

      Please direct any questions to me at (202) 942-2903.  You
may also contact me via facsimile at (202) 942-9638.  Please send all
correspondence to us at the following ZIP code:  20549-0303.

	Please direct any questions to me at (202) 942-2903.

               					Very truly yours,

     	          					Celeste M. Murphy
							Attorney-Advisor Office of
							Mergers and Acquisitions

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