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 August 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 August 10, 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:  August 11, 2004




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

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

        1.                 Press Release, dated August 10, 2004.




                                                                       EXHIBIT 1

       ELBIT SYSTEMS JOINT VENTURE WITH ROCKWELL COLLINS, VISION SYSTEMS
 INTERNATIONAL (VSI), AWARDED $75.6 MILLION CONTRACT FROM BOEING FOR FIRST FULL
       RATE PRODUCTION LOT OF JOINT HELMET MOUNTED CUEING SYSTEM (JHMCS)

       Haifa, Israel,  August 10, 2004- Elbit Systems Ltd. ( NASDAQ: ESLT) today
announced that Vision Systems  International , LLC ( VSI),  Elbit Systems' joint
venture with  Rockwell  Collins  (NYSE:  COL),  has been awarded a $75.6 million
contract for over 300 JHMCS systems from Boeing,  St.  Louis.  This award is the
first  Full  Rate  Production  (FRP) of JHMCS  following  four Low Rate  Initial
Production (LRIP) lot deliveries.

       Under the  contract,  VSI will provide  JHMCS  display  systems,  spares,
technical support and support equipment for the Full Rate Production (FRP) lot 1
acquisition.   This  procurement  fills  additional  U.S.   government  domestic
requirements  for the USAF and Air  National  Guard  F-15,  F-16 and USN  F/A-18
platforms as well as Foreign  Military Sales (FMS)  production  commitments  for
Australia (F/A-18), Finland(F/A-18), Poland(F-16), Greece (F-16) and Switzerland
(F/A-18).

       Deliveries  under FRP 1 will commence in March 2005 and continue  through
December 2006. This order brings VSI's total JHMCS  production  quantity to more
than 1000 systems with more than 500 systems delivered to date.

       JHMCS provides  pilots with a "First look,  first shot"  capability  when
employed with high  off-boresight  weapons under high-G  conditions.  The system
allows pilots to lock-on and fire at enemy  aircraft  without having to maneuver
their  aircraft  into  position.  The pilot  needs only to point his head at the
target and weapon systems are  automatically  cued to the target.  JHMCS is also
highly  effective when used in  air-to-ground  target  engagements  and was used
extensively  in this  manner in  support of  Operation  Iraqi  Freedom.  In both
air-to-air and air-to-ground  modes,  targeting cues and aircraft parameters are
displayed on the pilot's visor.

       VSI  President  Ken  Stansell  stated that" The  transition  to full rate
production for JHMCS  demonstrates  the high level of confidence  which both the
U.S.  Government and Boeing have in VSI's ability to deliver a high performance,
quality product on-time".  He further  commented that " This production  program
milestone  for JHMCS,  combined with our  continuing  design work on an advanced
binocular HMD for the F-35 JSF program and our ongoing production  deliveries of
the  DASH  (Display  and  Sight  Helmet),  clearly  illustrates  that VSI is the
supplier of choice for Helmet Mounted  Display  Systems for  fixed-wing  fighter
aircraft."

       Joseph Ackerman, President and CEO of Elbit Systems, commented: "This new
contract from Boeing for full rate production of JHMCS further  reinforces VSI's
leading  role in  providing  cutting-edge  Helmet  Mounted  Systems to U.S.  and
international  front-line fighter aircraft, and is a testament to the successful
cooperation between Rockwell Collins and Elbit Systems."

       VSI was  established  in 1996 as a joint  venture  between  EFW  Inc.,  a
subsidiary of Elbit  Systems and Rockwell  Collins to develop,  manufacture  and
support  fixed wing HMDs  worldwide.  With a  heritage  of more than 35 years of
design and development  experience in display systems,  VSI today is the leading
supplier of fixed wing HMDs.




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.

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.