SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 1 TO
                                   SCHEDULE TO

        Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the
                         Securities Exchange Act of 1934

                           ELBIT MEDICAL IMAGING LTD.

         (Name of Subject Company (Issuer) and Filing Person (Offeror))


                  ORDINARY SHARES, PAR VALUE NIS 1.00 PER SHARE

                         (Title of Class of Securities)

                                    M37605108
                      (Cusip Number of Class of Securities)

                               Perry Wildes, Adv.
               Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
                               One Azrieli Center
                             Tel Aviv 67021, Israel

   (Name, address, telephone, and fax numbers of person authorized to receive
             notices and communications on behalf of filing persons)

                            CALCULATION OF FILING FEE


    Transaction Valuation*                               Amount of Filing Fee**
                                                             
        $31,920,000                                             $4,045



* Calculated solely for the purpose of determining the amount of the filing fee,
based on the purchase of 2,800,000 shares at the tender offer price of $11.40
per share.

** 0.0001267 of the aggregate transaction valuation, pursuant to Rule 0-11 of
the Securities Exchange Act of 1934, as amended by Fee Advisory #3 for Fiscal
Year 2005

[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.

Amount Previously Paid:  $4,045
Filing Party: Elbit Medical Imaging Ltd.
Form or Registration No.:  Schedule TO
Date Filed: November 23, 2004




[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transaction to which the
statement relates:

[_]  third-party tender offer subject to Rule 14d-1.
[X]  issuer tender offer subject to Rule 13e-4.
[_]  going-private transaction subject to Rule 13e-3
[_]  amendment to Schedule 13D under Rule 13d-2


Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]

This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed by Elbit Medical Imaging Ltd. with the
Securities and Exchange Commission on November 23, 2004. The Schedule TO relates
to its offer to acquire up to an aggregate of 2,800,000 of its ordinary shares
upon the terms and subject to the conditions described in the Offer to Purchase,
dated November 23, 2004 (the "Offer to Purchase"), and the related Letter of
Transmittal and Acceptance Notice, which were attached as Exhibits to the
Schedule TO (which together, with any amendments or supplements thereto,
constitute the "Offer").

ITEM 1 THROUGH 9 AND 11.

Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference the
information contained in the Offer to Purchase, are hereby amended and
supplemented in the manner set forth in the Supplement to Offer to Purchase and
to Letter of Transmittal, attached hereto as Exhibit (a)(1)(F).

ITEM 12. EXHIBITS.

Item 12 is hereby amended and supplemented as follows:

     (a)(1)(F) Supplement to Offer to Purchase and to Letter of Transmittal.



                                    SIGNATURE

After due 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.

                           ELBIT MEDICAL IMAGING LTD.



                                
By:/s/ Shimon Yitzhaki             By: /s/ Mordechay Zisser
Shimon Yitzhaki, President         Mordechay Zisser, Chairman of the Board of Directors



Dated: December 15, 2004