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 May 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 May 12, 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:  May 12, 2004








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

    1.                     Press Release, dated May 12, 2004.






                                    EXHIBIT 1

                  OHB-SYSTEM AND ELBIT SYSTEMS SUBSIDIARY ELOP
                             ESTABLISH JOINT VENTURE


Bremen and Haifa,  May 12,  2004 - The  Bremen-based  space  technology  company
OHB-System  AG,  and  Elbit  Systems  Ltd.  (Nasdaq:  ESLT)  Haifa,  Israel,  an
international  defense  company,  through  its  subsidiary  Elop  Electro-Optics
Industries  Ltd.,  announced  plans  to  set  up  a  joint  venture  for  common
development  and  marketing of  electro-optical  systems and infrared  payloads,
suitable for deployment in space and for UAVs (Unmanned Airborne  Vehicles).  In
the new venture, OHB ELectroOPtics,  the system and mission experience of OHB is
ideally  combined  with  the  competence  acquired  by ELOP in  such  fields  as
electro-optics  and  infrared  technology.  Marketing  is  set to  focus  in the
European region.

The new venture OHB ELectroOPtics will be headquartered in Bremen.

Marco Fuchs,  CEO of OHB Technology AG said:  "The new enterprise  will increase
OHB's  array of services  to the  European  space  technology  industry.  We are
excited  about this joint  venture  with ELOP  because the company is one of the
world's  leading  providers  with  an  in-depth   knowledge  of  the  fields  of
electro-optics and infrared technology."

Haim Rousso,  Corporate VP Elbit Systems and General  Manager of ELOP said: "The
new Venture of ELOP with the leading Space System  Company in Europe - OHB, will
open new markets for ELOP's Technologies and Products and enables ELOP to expand
its space activities to new areas and customers with an excellent partner."

Electro-optical  sensors make use of the visible and of the infrared area of the
electromagnetic  spectrum and can generate images with  resolutions of less than
one meter to several kilometers.

Electro-optical systems are currently in use both on civilian satellites such as
BIRD, EROS,  ENVISAT and IKONOS as well as on meteorological  satellites such as
the European METEOSAT and on military reconnaissance platforms.


About OHB-System AG:
OHB-System AG is a medium-sized  systems provider  belonging to the European OHB
Technology  AG group,  which  employs  roughly  300 people in the areas of space
technology  +  security,   telematics  and  satellite  services.  OHB-System  AG
specializes in space + security applications.  OHB-System's  headquarters at the
Bremen  Technology  Park are home to highly  qualified  scientists and engineers
working on numerous prestigious  national and international  projects related to




small  satellites,  manned space flight,  orbital & transport systems as well as
security and reconnaissance technologies.

www.ohb-system.de

www.ohb-technology.de



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 information  (C4I)  Intelligence,  Surveillance  and  Reconnaissance  (ISR),
Unmanned  Airborne  Vehicles,   Security  Systems  and  advanced   electro-optic
technologies for space,  airborne,  ground and naval  applications.  The company
focuses on the  upgrading 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.

About El-Op

El-Op Electro Optics Industries Ltd., a subsidiary of Elbit Systems, specializes
in the R&D,  manufacture,  assembly,  and testing of  electro-optic  systems and
products for military and  commercial  applications.  Established  in 1937,  the
company is an industry leader,  with reputation for systems offering  precision,
performance, quality and reliability.

Supported by vertically  integrated  facilities,  El-Op's main areas of activity
include Thermal Imaging,  Lasers  Rangefinders & Designators,  Displays,  Ground
Integrated  Sights,  ISR Space,  Airborne & Observation & Surveillance IMINT and
E.O. Counter Measures.



Contacts

For further information, about OHB Systems please contact:

OHB-System AG - Communication & Public  Relations - Danela Sell Phone: +49 421 -
2020-620; Fax: +49 421- 2020-70; sell@ohb-system.de



Elbit Systems Ltd.
------------------
                                           IR Contacts
                                           -----------
Ilan Pacholder, VP finance                 Ehud Helft/Kenny Green
Tel: 972 4 8316632                         Gelbart Kahana
Fax: 972 4 8316659                         Tel:1-866-704-6710
Pacholder@elbit.co.il                      Fax:972-3-607-4711

                                           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.