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 February, 2005


                        Commission File Number 000-28996


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                           ELBIT MEDICAL IMAGING LTD.
                 (Translation of Registrant's Name Into English)


                  13 NOAH MOZES STREET, TEL AVIV 67442, ISRAEL
                    (Address of principal executive offices)



      (Indicate by check mark whether the registrant files or will file annual
reports under cover of 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 
         ----                   ----

      (If "Yes is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- .)




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                                EXPLANATORY NOTE

Attached are the following exhibits:

99.1  Proxy Statement in connection with an Extraordinary General Meeting of
      Shareholders, dated February 8, 2005.








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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.

                                       ELBIT MEDICAL IMAGING LTD.
                                       (Registrant)


Date: February 22, 2005                By: /s/ Shimon Yitzhaki
                                          ---------------------------
                                          Name:  Shimon Yitzhaki
                                          Title: President






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