Bank Hapoalim B.M. SC13-G/A #3 12-31-2005 (Elbit)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


SCHEDULE 13G
(Rule 13d-102)


INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 3)*

 
ELBIT SYSTEMS LTD.
 
(Name of Issuer)

Ordinary Shares, NIS 1.00 nominal value per share
(Title of Class of Securities)

M3760D101
(CUSIP Number)

December 31, 2005
 
 
(Date of Event Which Requires Filing of this Statement)



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


 
o
Rule 13d-1(b)

 
x
Rule 13d-1(c)

 
o
Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
 
Page 1 of 5

CUSIP No. M3760D101
13G/A
Page 2-----------of ---------- 5 Pages
 

1
Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)
 
Bank Hapoalim B.M. (on behalf of its mutual funds and provident funds)
  
2
Check the Appropriate Box if a Member of a Group                 (a) o
(See Instructions)           (b) o
 
  
3
SEC Use Only
 
  
4
Citizenship or Place of Organization
 
Israel
  
Number of
 
Shares
 
Beneficially
 
Owned by
 
Each
 
Reporting
 
Person With
5
Sole Voting Power
 
N/A
6
Shared Voting Power
 
N/A
7
Sole Dispositive Power
1,971,930
8
Shared Dispositive Power
 
N/A
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,971,930
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
11
Percent of Class Represented by Amount in Row (9)
 
4.8%
12
Type of Reporting Person (See Instructions)
 
OO
 

CUSIP No. M3760D101
13G/A
Page 3-----------of ---------- 5 Pages

 
Item 1(a).
Name of Issuer:

 
Elbit Systems Ltd.

Item 1(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)

Item 2(b).
Address of Principal Business Office or, if None, Residence:

 
50 Rothschild Boulevard
 
Tel Aviv, Israel

Item 2(c).
Citizenship:

 
A commercial bank organized under the laws of Israel.


Item 2(d).
Title of Class of Securities:

 
Ordinary Shares, NIS 1.00 nominal value per share.


Item 2(e).
CUSIP Number:

 
M3760D101

Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 
Not applicable.

Item 4.
Ownership.

The securities reported on herein are beneficially owned by mutual funds and provident funds managed by several fund managers and other managing entities, all subsidiaries of the reporting person. While such subsidiaries are deemed to hold investment power over the securities owned by the mutual funds and provident funds, voting power over such securities is held by independent/external members of the investment committee of each such mutual fund or provident fund. Under explicit provisions of the Israeli law, any economic interest or beneficial ownership in any of the securities covered by this report is held for the benefit of the unit holders of the mutual funds and the members of the provident funds respectively.

 
(a)
Amount beneficially owned: 1,971,930
 
 
(b)
Percent of class: 4.8%
 
 
(c)
Number of shares as to which the person has:
 
 
(i)
Sole power to vote or to direct the vote: N/A
 

CUSIP No. M3760D101
13G/A
Page 4-----------of ---------- 5 Pages
 
 
 
(ii)
Shared power to vote or to direct the vote: N/A
 
 
(iii)
Sole power to dispose or to direct the disposition of 1,971,930
 
 
(iv)
Shared power to dispose or to direct the disposition of: N/A
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
x
 
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 or Control Person.
 
Poalim Mutual Funds Ltd, Lahak Mutual Funds Management Ltd., “Kovetz” Hevra Lenihul Kupot Gemel Ltd, “Amir” Keren Gmulim Ltd, “Bar” Keren Gmulim Ltd,” Gad Gmulim” 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,”Shirion” Kupat Gemel ,”Otsar Ha-Hyal” kupat Tagmulim , 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.
Certifications.
 
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.
 
This report shall not be construed as an admission by the person filing the report that it is the beneficial owner of any securities covered by the report.
 

CUSIP No. M3760D101
13G/A
Page 5-----------of ---------- 5 Pages
 
 
SIGNATURE
 
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.
 

 
Dated February 14, 2006
    
     
 
BANK HAPOALIM B.M.
  
     
 
/s/ Shalom Bitton
  
 
By: Shalom Bitton
  
 
Title: Manager of the Securities Operation Department
  
     
     
     
     
 
/s/ Asher Windzberg
  
 
By Asher Windzberg
 
 
Title: Deputy Manager Securities Operation Department