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 2004
                             -----------------------

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

Note:  Regulation  S-T Rule  101(b)(1) only permits the submission in paper of a
Form 6-K if submitted  solely to provide an attached  annual  report to security
holders.

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): |_|

Note:  Regulation  S-T Rule  101(b)(7) only permits the submission in paper of a
Form 6-K  submitted to furnish a report or other  document  that the  registrant
foreign  private  issuer  must  furnish  and make  public  under the laws of the
jurisdiction  in which the  registrant  is  incorporated,  domiciled  or legally
organized  (the  registrant's  "home  country"),  or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press  release,  is not required to be and has
not been distributed to the registrant's  security holders, and, if discussing a
material  event,  has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.

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

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






         Attached hereto as Exhibit 1 and Exhibit 2 and  incorporated  herein by
reference are the Registrant's press releases, each dated July 28, 2004.



                                    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/ Ilan Pacholder
                                             -----------------------------------
                                         Name:   Ilan Pacholder
                                         Title:  Corporate Secretary

Dated:  July 28, 2004





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

    Exhibit No.         Description
    -----------         -----------

        1.              Press Release, dated July 28, 2004.
        2.              Press Release, dated July 28, 2004.









                                    EXHIBIT 1
                                    ---------

              ELRON SELLS ALL OF ITS HOLDINGS IN ELBIT SYSTEMS TO
              ---------------------------------------------------
              FEDERMANN ENTERPRISES FOR APPROXIMATELY $197 MILLION
              ----------------------------------------------------

HAIFA,  JULY 28, 2004 - ELBIT SYSTEMS LTD.  (NASDAQ:ESLT)  (the "Company") today
reported  that  Elron  Electronic   Industries  Ltd.  (NASDAQ  ELRN)  ("Elron"),
completed  today the sale of all of its  holdings in the  Company,  constituting
approximately  19.6% of the Company's  outstanding  share capital,  to Federmann
Enterprises Ltd., in consideration for approximately $197 million.

The transaction was consummated  following the exercise by Federmann Enterprises
Ltd. of its right of first refusal as a result of the  agreement  signed on July
8, 2004 between Elron and Tadiran Communications Ltd.

As a  result  of the  sale,  the  Federmann  Group  is the  beneficial  owner of
approximately 49.8% of the Company's outstanding shares.

ABOUT ELBIT SYSTEMS
-------------------


Elbit Systems Ltd. is an international  defense electronics company engaged in a
wide range of  defense-related  programs  throughout the world,  in the areas of
aerospace, land and naval systems, command, control, communications,  computers,
intelligence,  surveillance and reconnaissance ("C4ISR"), advanced electro-optic
and space  technologies.  The  Company  focuses  on the  upgrading  of  existing
military  platforms and  developing  new  technologies  for defense and homeland
security applications.



FOR MORE ABOUT ELBIT SYSTEMS, PLEASE VISIT OUR WEBSITE AT  WWW.ELBITSYSTEMS.COM

Contacts

Company contact                                           IR Contacts
---------------                                           -----------
Ilan Pacholder, Corporate Secretary and                   Ehud Helft/Kenny Green
VP Finance & Capital Markets
Elbit Systems Ltd                                         Gelbart Kahana
Tel:  972-4  831- 6632                                    Tel: 1-866-704-6710
Fax: 972-4  831- 6659                                     Fax: 972-3-607-4711
Pacholder@elbit.co.il                                     ehud@gk-biz.com
---------------------                                     ---------------
                                                          kenny@gk-biz.com
                                                          ----------------


STATEMENTS   IN  THIS  PRESS  RELEASE   WHICH  ARE  NOT   HISTORICAL   DATA  ARE
FORWARD-LOOKING  STATEMENTS WHICH INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
OR OTHER  FACTORS  NOT  UNDER THE  COMPANY'S  CONTROL,  WHICH  MAY CAUSE  ACTUAL
RESULTS,  PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY  DIFFERENT
FROM  THE  RESULTS,   PERFORMANCE  OR  OTHER   EXPECTATIONS   IMPLIED  BY  THESE
FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, THOSE
DETAILED IN THE  COMPANY'S  PERIODIC  FILINGS WITH THE  SECURITIES  AND EXCHANGE
COMMISSION.







                                    EXHIBIT 2
                                    ---------


                          DORON BIRGER AND AVI FISHER
                          ---------------------------
                  RESIGN FROM ELBIT SYSTEMS' BOARD OF DIRECTORS
                  ---------------------------------------------


HAIFA,  JULY 28, 2004 - ELBIT SYSTEMS LTD.  (NASDAQ:ESLT)  (the "Company") today
reported that Mr. Doron Birger and Mr. Avi Fisher  submitted their  resignations
from the Company's Board of Directors. The resignations were submitted following
the completion of the sale of all of Elron Electronic  Industries Ltd.'s (NASDAQ
ELRN) ("Elron") holdings in the Company to Federmann Enterprises Ltd.

The Company and its Board of Directors  express  their  appreciation  to Messrs.
Birger and Fisher for their  contribution to the Company during their service on
the Board of Directors.


ABOUT ELBIT SYSTEMS
-------------------


Elbit Systems Ltd. is an international  defense electronics company engaged in a
wide range of  defense-related  programs  throughout the world,  in the areas of
aerospace, land and naval systems, command, control, communications,  computers,
intelligence,  surveillance and reconnaissance ("C4ISR"), advanced electro-optic
and space  technologies.  The  Company  focuses  on the  upgrading  of  existing
military  platforms and  developing  new  technologies  for defense and homeland
security applications.

FOR MORE ABOUT ELBIT SYSTEMS, PLEASE VISIT OUR WEBSITE AT  WWW.ELBITSYSTEMS.COM

Contacts



  Company contact                                       IR Contacts
  ---------------                                       -----------
  Ilan Pacholder, Corporate Secretary and               Ehud Helft/Kenny Green
  VP Finance & Capital Markets
   Elbit Systems Ltd                                    GELBART KAHANA
  Tel:  972-4  831- 6632                                Tel: 1-866-704-6710
  Fax: 972-4  831- 6659                                 Fax: 972-3-607-4711
  Pacholder@elbit.co.il                                 ehud@gk-biz.com
  ---------------------                                 ---------------
                                                        kenny@gk-biz.com
                                                        ----------------


STATEMENTS   IN  THIS  PRESS  RELEASE   WHICH  ARE  NOT   HISTORICAL   DATA  ARE
FORWARD-LOOKING  STATEMENTS WHICH INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
OR OTHER  FACTORS  NOT  UNDER THE  COMPANY'S  CONTROL,  WHICH  MAY CAUSE  ACTUAL
RESULTS,  PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY  DIFFERENT
FROM  THE  RESULTS,   PERFORMANCE  OR  OTHER   EXPECTATIONS   IMPLIED  BY  THESE
FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, THOSE
DETAILED IN THE  COMPANY'S  PERIODIC  FILINGS WITH THE  SECURITIES  AND EXCHANGE
COMMISSION.