6-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   F O R M 6-K

       REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                           For the month of June 2005

                                 Elscint Limited
                              (Name of Registrant)


                  13 NOAH MOZES STREET, TEL AVIV 67442, ISRAEL
                     (Address of Principal Executive Office)

                  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 if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

                  Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

                  Indicate by check mark whether by furnishing the information
contained in this Form, the registrant 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-___________








                                 Elscint Limited

Attached are the following exhibits:

99.1 Press release re Elscint Limited  Announces  Retention of Financial Advisor
     In Connection With  Negotiations  On Potential  Business  Combination  With
     Elbit Medical Imaging Ltd. dated June 28, 2005.







                                    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.


                                            ELSCINT LIMITED
                                            ---------------
                                            (Registrant)



                                            By: /s/Rachel Lavine
                                                ----------------
                                                Rachel Lavine
                                                President

Date:  June 28, 2005






                                  EXHIBIT INDEX
                                  -------------

EXHIBIT NO.      DESCRIPTION
- -----------      -----------

99.1             Press release re Elscint Limited Announces Retention of
                 Financial Advisor In Connection With Negotiations On Potential
                 Business Combination With Elbit Medical Imaging Ltd. dated
                 June 28, 2005.

EX-99.1

                                                                    EXHIBIT 99.1

Press Release                                               Source: Elscint Ltd.

Elscint  Limited  Announces  Retention of Financial  Advisor In Connection  With
Negotiations On Potential Business Combination With Elbit Medical Imaging Ltd.

Tuesday June 28, 11:23 am ET

TEL AVIV, Israel, June 28 /PRNewswire-FirstCall/ -- Elscint Ltd. (NYSE: ELT -
News; "Elscint" or the "Company"), a subsidiary of Elbit Medical Imaging Ltd.
("EMI"), today announced that the independent committee of its Board of
Directors has retained the services of Oppenheimer & Co. Inc. as its exclusive
financial advisor in connection with the negotiations on a potential business
combination with EMI. As part of its services, Oppenheimer will conduct a
valuation of each company and, if appropriate, will render an opinion as to the
fairness of the transaction to Elscint and its shareholders from a financial
point of view. Elscint will issue a press release if an agreement is reached or
if negotiations are terminated.

There is no assurance that Elscint and EMI will continue their discussions, or
that if they do continue discussions, that the transaction will be agreed upon
or consummated.

Elscint Limited has interests in hotels in Western Europe, in hotel development
projects principally in Western and Central Europe and in the Arena commercial
and entertainment center in Israel.

Important Legal Information

This communication is being made in respect of certain possible discussions
which may be held between EMI and Elscint with respect to a proposed transaction
involving EMI and Elscint. It is emphasized that this press release does not
constitute an offer of any securities for sale. In the event that both EMI and
Elscint resolve to proceed with a proposed transaction, both companies would
prepare a registration statement on Form F-4 containing a joint proxy
statement/prospectus for shareholders of EMI and Elscint, which would be filed
with the SEC. Each of EMI and Elscint would also file any other documents
required to be filed with the SEC in connection with a proposed transaction.
Before making any voting or investment decision, investors are urged to read the
joint proxy statement/prospectus regarding the proposed transaction and any
other relevant documents carefully and in their entirety when they become
available, inasmuch as they would contain important information about the
proposed transaction. Any final joint proxy statement/prospectus would be mailed
to EMI's and Elscint's shareholders. The registration statement containing the
joint proxy statement/prospectus and other documents would be available free of
charge at the SEC's Internet site (http://www.sec.gov).

If EMI and Elscint determine to proceed with a proposed transaction, EMI,
Elscint and their respective directors and executive officers and other members
of management and employees may be deemed to be participants in the solicitation
of proxies in respect of a proposed transaction. Information regarding Elscint's
directors and executive officers is available in Elscint's Annual Report for the
Fiscal Year Ended December 31, 2003, which was filed with the SEC on June 30,
2004. Information regarding EMI's directors and executive officers is available
in EMI's Annual Report for the Fiscal Year Ended December 31, 2003, which was
filed with the SEC on June 30, 2004. Information regarding persons who may,
under the rules of the SEC, be considered participants in a solicitation of EMI
and Elscint shareholders in connection with a proposed transaction would be set
forth in the joint proxy statement/prospectus if and when such joint proxy
statement/prospectus is filed with the SEC.







This release contains certain forward-looking statements, which involve known
and unknown risks, uncertainties or other factors not under the Company's
control. The Company does not undertake to update the information set forth in
this release.

     For Further Information:

     Company Contact
     Abraham (Rami) Goren
     Elscint, Ltd.
     +972-3-608-6020
     argoren@elscint.net

     Investor Contact
     Kathy Price
     The Anne McBride Company
     +212-983-1702, x212
     kprice@annemcbride.com