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 February 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 February 2, 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:  February 2, 2004


                                      -2-




                                  EXHIBIT INDEX
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    EXHIBIT NO.      DESCRIPTION
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        1.           Press release dated February 2, 2004.




                                    EXHIBIT 1

Elbit Systems'  Subsidiary EL-OP Unveils Latest Generation CoMPASS  Surveillance
--------------------------------------------------------------------------------
System
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Initial Contracts Exceed $10 Million
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         HAIFA,  ISRAEL,  FEBRUARY 2, 2004- ELBIT  SYSTEMS LTD.  (NASDAQ  :ESLT)
         today announced that its wholly owned subsidiary,  Elop  Electro-Optics
         Industries Ltd.  (El-Op),  has been awarded initial contracts to supply
         its latest  generation  CoMPASS  surveillance  system to  customers  in
         Europe and Asia for airborne and naval  applications.  The value of the
         initial  contracts  exceeds $10  million,  with  deliveries  to be made
         during 2004.

         The latest  generation  CoMPASS advanced  stabilized system is designed
         for medium and high-end observation and surveillance applications.  The
         system provides advanced  solutions for fixed and rotary wing aircraft,
         marine  patrol  boats,  unmanned  airborne  vehicles  (UAVs) and ground
         vehicles.

         The latest  generation  CoMPASS system,  containing  four  cutting-edge
         electro-optic  sensors,  delivers  enhanced  high quality day and night
         imagery in extreme weather  conditions and laser range finding,  target
         designation and marking. It offers superior stabilization  performance,
         highly accurate Line of Sight (LOS) positioning  capability and precise
         LOS angular and range data for fire control applications. Additionally,
         the latest generation  CoMPASS system features enhanced automatic video
         tracker,  special scan patterns,  and enhanced  image  processing - all
         designed for operation in harsh airborne, marine and land scenarios.

         The major  advantages  of the latest  generation  CoMPASS  multipurpose
         stabilized system are:

             o   Single LRU for substantial weight and size reduction
             o   Advanced  diode pumped  laser  designator,  or eye-safe  laser
                 range finder
             o   New generation, FPA large aperture FLIRs
             o   Advanced day TV channel
             o   Laser target illuminator
             o   Advanced video and image processing features
             o   Four sensors in one 15" payload


Haim Rousso, General Manager of El-Op,  commented:  "These contracts demonstrate
the success of the Elbit  Systems  Group new  solution for the  observation  and
surveillance  market.  The  latest  generation  CoMPASS  is  recognized  by  our
customers  as pushing the envelope in its field.  As a leader in the  stabilized
payloads market, we anticipate additional CoMPASS orders."

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, ground and naval systems, command, control, communications, computers
and intelligence (C4I), 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.

Contacts:

           Ilan Pacholder, VP Finance                  Marilena LaRosa
           Elbit Systems Ltd                           The Anne McBride Company
           Tel:  972-4 831-6632                        Tel: 212-983-1702
           Fax: 972-4 831-6659                         Fax: 212-983-1736
           Pacholder@elbit.co.il                       mlarosa@annemcbride.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.