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  incorporated  herein by reference is
the Registrant's press release, dated July 20, 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 21, 2004





                                  EXHIBIT INDEX

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

       1.                  Press Release, dated July 20, 2004.








                                    EXHIBIT 1


      UK MINISTRY OF DEFENCE SELECTS THALES UK TEAM AS PREFERRED BIDDER FOR
                             WATCHKEEPER PROGRAMME,
              WITH ELBIT SYSTEMS AS SIGNIFICANT PART OF THALES TEAM


Haifa, Israel, July 20, 2004 - Elbit Systems Ltd. (NASDAQ:  ESLT) reported today
that the UK Ministry of Defence  (MoD)  announced  the selection of Thales UK as
preferred bidder for the next phase of the acquisition  cycle of the WATCHKEEPER
programme.  Elbit Systems is a  significant  part of the Thales UK team selected
for the programme.


WATCHKEEPER  will provide the UK armed  forces with an  essential  Intelligence,
Surveillance,  Target Acquisition and Reconnaissance (ISTAR) capability based on
a tactical  unmanned air vehicle (UAV) system and will be a key component of the
UK's drive for Network Enabled Capability (NEC).

WATCHKEEPER is a programme of major importance for the British Armed Forces, and
as such,  this  decision  consists a strong vote of  confidence in the Thales UK
team.

The Thales / Elbit Systems  Joint  Venture (JV) will play a significant  part as
the  provider of core UAV  subsystems  to the UK's  WATCHKEEPER  Prime  Contract
Management Organization of Thales UK.

The Thales / Elbit  Systems JV and its supply  chain,  will create a significant
number of new jobs in the UK. The Thales UK WATCHKEEPER  solution will create or
sustain  2500  jobs  across  the UK.  These  high  technology  jobs  in  systems
integration,  prime  contracting,  engineering and manufacturing  will be within
Thales UK, the Thales  WATCHKEEPER team companies and throughout their UK supply
chain.

As the  market  for UAV  systems  is growing  strongly,  the  selection  for the
WATCHKEEPER  programme is a significant  milestone in positioning  Elbit Systems
and the Thales / Elbit Systems JV as major  suppliers of UAV's,  both for the UK
and for export.

The Thales UK team intends to supply WATCHKEEPER and address the rapidly growing
worldwide UAV systems market,  estimated to be worth around  (pound)3bn over the
next 10 years. The operational  benefits of the Thales UK team solution include:
a fully integrated ground  environment;  higher  endurance,  lower attrition air
vehicles;  a minimal logistic  footprint and the ability to deploy a full system
to theatre in a single C-130 Hercules aircraft.

The Thales UK led team  includes  the  Thales/Elbit  Systems JV  company,  Elbit
Systems,  Marshall SV, LogicaCMG,  Vega, Boeing, Cobham, Cubic, Supacat, QinetiQ
and Praxis.




Notes to editors
WATCHKEEPER  is due to enter service with the armed forces in 2006 for 30 years.

The full WATCHKEEPER  solution is on display at Farnborough  International 19-25
July 2004.

For more information on WATCHKEEPER: www.thalesgroup.co.uk/watchkeeper

Thales UK team members and WATCHKEEPER specific locations are:


                                                                    
Thales UK: Crawley, Wells, Leicester, Glasgow                          Cubic Corporation: : Greenford
Bury St. Edmunds, St Asaph, Taunton, Staines                           Data links
Prime contractor; sensor payloads; mission
planning management, exploitation and
communications; through life support                                   Boeing: London
                                                                       US/UK future interoperability support and
JV Co: (Thales/Elbit SystemsJV)Leicester, Cardigan Bay                 scheduled technology/capability upgrades
Tactical UAV sub-systems supplier
                                                                       Vega:Welwyn Garden City, Bristol, Fareham
Elbit Systems:Lichfield (UAV Engines Ltd)                              Training partner
UAV  design, UAV engines

                                                                       QinetiQ: Boscombe Down, Malvern, Farnborough
Logica CMG : Leatherhead                                               Airworthiness consultancy and image data
Command and battle space management systems                            management
and applications

                                                                       Praxis: Bath
Marshall SV: Cambridge                                                 Programme safety consultancy
Ground station shelters and support
                                                                       Supacat: Honiton
Cobham:Wimborne, Dorset                                                Ground vehicle
Major sub-assemblies and components




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 uprading of existing military
platforms and  developing  new  technologies  for defense and homeland  security
applications.



About Thales  UK
Thales UK's  defense  activities  encompass  optronics,  air  defense,  sensors,
communications and naval systems. The company is the UK's second largest defense
contractor and has been a supplier to the MoD since the First World War.  Thales
employs  11,000  staff in the UK and  62,000  people in 50  countries.  In 2003,
Thales UK's revenues were (pound)1.2bn.




Contacts



                                                                    
                     Thales                      Elbit Systems Ltd.
      www.thalesgroup.co.uk                    www.elbitsystems.com
                Guy Douglas                         Ilan Pacholder,                   IR Contacts
                                                                                      -----------
Guy.douglas@thalesgroup.com            VP Finance & Capital Markets        Ehud Helft/Kenny Green
                                              pacholder@elbit.co.il                Gelbart Kahana
         +44 (0)7813 903274                    Tel:  972-4 831-6632           Tel: 1-866-704-6710
           +44 01932 824832
                                                Fax: 972-4 831-6659           Fax: 972-3-607-4711
                                                                                  ehud@gk-biz.com
                                                                                kenny@ gk-biz.com



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