Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Names of Reporting Persons.

Bank of Hapoalim B.M. (on behalf of its mutual funds and provident funds)
I.R.S. Identification Nos. of above persons (entities only).

Citizenship or Place of Organization

Israel

Aggregate Amount Beneficially Owned by Each Reporting Person

2,444,509.54

Percent of Class Represented by Amount in Row (9)

6.2%

Type of Reporting Person

OO

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Item 1.

(a)

Name of Issuer

Elbit Systems Ltd.

(b)

Address of Issuer's Principal Executive Offices

Advanced Technology Center, P.O. Box 539, Haifa 31053, Israel

Item 2.

(a)

Name of Person Filing

Bank Hapoalim B.M. (on behalf of its mutual funds and provident funds)

(b)

Address of Principal Business Office or, if none, Residence

50 Rothschild Boulevard
Tel Aviv, Israel

(c)

Citizenship

A commercial bank organized under the laws of Israel.

(d)

Title of Class of Securities

Ordinary Shares, NIS 1.00 nominal value per share.

(e)

CUSIP Number

M3760D101

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Item 4.

Ownership.

(a)

Amount beneficially owned:    2,444,509.54

(b)

Percent of class:        6.2%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:         N/A

(ii)

Shared power to vote or to direct the vote:         N/A

(iii)

Sole power to dispose or to direct the disposition of         2,444,509.54

(iv)

Shared power to dispose or to direct the disposition of:         N/A

Item 5.

Ownership of Five Percent or Less of a Class

           Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

                 The individual mutual and provident funds managed by the subsidiaries described in item 4 have the right to receive dividends and proceeds from the sale of the securities reported on this statement. No individual mutual or provident fund owns 5% of the class of securities reported herein.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

                  Poalim Mutual Funds Ltd, Lahak Mutual Funds Management Ltd., “Kovetz” Hevra Lenihul Kupot Gemel Ltd., “Yeter” Kranot Gmulim Ltd, “Amir” Keren Gmulim Ltd, “Bar” Keren Gmulim Ltd, “Kineret” Keren Hishtalmut Ltd, “Aluma” Kupat Gemel Le Atzmaim Ltd, “Katzir” Kupat Tagmulim Upitzuim Ltd, “Teuza” Kupat Gemel Le Atzmaim Ltd, “Dinamit” Kupat Tagmulim Ltd, “Tagmulim” Ltd, “Gadish” Kranot Gmulim Ltd, “Keren Merkazit Lepitzuyei Piturim” Ltd, “Krern Or” Kupat Tagmulim Upitzuim Ltd, “Peles”Kranot Gmulim Le’atzmaim, “Bitzaron”-Provident Fund at Bank Otsar Ha-Hayal Limited, Provident Fund “Habitachon” at Bank Otsar Ha-Hayal Limited, “Smadar” Keren hishtalmoot limited, Otsarit Mutual Funds Management Co. Ltd

Item 8.

Identification and Classification of Members of the Group

                  Not applicable.

Item 9.

Notice of Dissolution of Group

                  Not applicable.

Item 10.

Certification

                   By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

            After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

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