SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                            --------------------

                                  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 July 2003
                         --------------------------

                             ELBIT SYSTEMS LTD.
              (Translation of Registrant's Name into English)
        Advanced Technology Center, P.O.B. 539, Haifa 31053, Israel
                  (Address of Principal Corporate Offices)

Indicate by check mark whether the registrant  files or will file annual reports
under cover of Form 20-F or Form 40-F:

             |X|      Form 20-F          |_|    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                |X|    No






         Attached hereto as Exhibit 1 and  incorporated  herein by reference are
proxy  materials  (the "Proxy  Materials")  distributed by the Registrant to its
shareholders  on or about the date hereof in connection  with the annual general
meeting of the Registrant's shareholders scheduled to be held on August 6, 2003.

         Attached hereto as Exhibit 2 and  incorporated  herein by reference are
the  Registrant's  financial  statements  for the year ended  December 31, 2002,
distributed to the Registrant's shareholders along with the Proxy Materials.



                                 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 SYSTEMS LTD.
                                (Registrant)


                                By: /s/ Arie Tal
                                    --------------------------------
                                Name: Arie Tal
                                Title:  Corporate Secretary

Dated:  July 15, 2003.









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


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

        1.              Proxy materials sent to the Registrant's shareholders on
                        or about July 15, 2003.

        2.              Financial statements of the Registrant for the year
                        ended December 31, 2002.









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