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 January 2003

                             -----------------------

                               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 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





      Attached hereto as Exhibit 1 and  incorporated  herein by reference is the
Registrant's press release dated January 15, 2003.

                                    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/ Arie Tal
                                                --------------------------------
                                                  Name: Arie Tal
                                                  Title: Corporate Secretary


Dated: February 3, 2003.





                                  EXHIBIT INDEX
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      EXHIBIT NO.                 DESCRIPTION

      1.                          Press release dated January 15, 2003.







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                                    EXHIBIT 1

Elbit Systems' Subsidiary El-Op to Upgrade Israeli Navy's Electro-Optic
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Observation and Surveillance Systems (Wednesday January 15, 8:05 am ET)
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Upgrade Program Expected to Exceed $4.0 Million
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HAIFA, Israel, Jan. 15 /PRNewswire-FirstCall/ -- Elbit Systems Ltd. (Nasdaq:
ESLT - News), today announced that its wholly owned subsidiary, Elop
ElectroOptics Industries Ltd. (El-Op), has received an order to upgrade the
electro-optic observation and surveillance systems, previously supplied by El-Op
to the Israeli Navy, which have been in operational service for more than ten
years. Follow-on orders are expected for the upgrade of additional systems and
the total program value is expected to exceed $4.0 million.

The Multi Sensor Integrated System (MSIS), to be upgraded by El-Op, has
demonstrated its operational capabilities in surveillance, target acquisition,
weapon aiming and fire control missions.

Within the scope of the upgrade program, the current thermal imaging Forward
Looking InfraRed (FLIR) camera will be replaced by a new state-of-the-art third
generation FLIR camera. Developed and produced in house by El-Op, the new FLIR
will enable MSIS operators to receive high quality and long range video images.
System electronics will also be upgraded.

The new generation MSIS is comprised of a daytime TV camera, in addition to the
third generation FLIR, and a rapid laser rangefinder. The system features
flexible compact sensor packaging, high performance stabilization and high
sensitivity and resolution. The MSIS can be integrated with any naval fire
control systems and is highly effective in helping to detect and destroy naval
targets including terrorist boats.

Every element of the MSIS is manufactured in house including the FLIR camera,
laser rangefinder and all optics, mechanical and electronic sub-systems and
assemblies. Mr. Haim Rousso, General Manager of El-Op commented: "With these
upgrades the MSIS performance will improve substantially at night and under
extreme weather conditions. Using the electro-optic systems, which we have
developed, the Israeli Navy will now have another important advantage supporting
today's operational objectives. This is particularly important in view of the
increased need for anti-terror activity from the sea."

About Elbit Systems Ltd.
------------------------

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) and advanced electro-optic technologies. The Company
focuses on the upgrading of existing military platforms and developing new
technologies for defense applications.



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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.
















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