SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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                                   FORM 20-F/A

                                (AMENDMENT NO. 1)

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   for the fiscal year ended December 31, 2002

                           Commission File No. 0-28998

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                               ELBIT SYSTEMS LTD.

            (Exact Name of Registrant as Specified in its charter and
                 Translation of Registrant's Name into English)

                                     ISRAEL

                 (Jurisdiction of incorporation or organization)

                 ADVANCED TECHNOLOGY CENTER, HAIFA 31053, ISRAEL

                    (Address of principal executive offices)

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Securities registered or to be registered pursuant to Section 12(b) of the Act:

                                 NOT APPLICABLE

Securities registered or to be registered pursuant to Section 12(g) of the Act:

        ORDINARY SHARES, NOMINAL VALUE 1.0 NEW ISRAELI SHEKELS PER SHARE

                                (Title of Class)

                    Securities for which there is a reporting
                obligation pursuant to Section 15(d) of the Act:

         Indicate  the  number of  outstanding  shares  of each of the  issuer's
classes of capital or common stock as of the close of the period  covered by the
annual report:

                                38,819,578 SHARES

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

         YES        |X|                    NO           |_|

         Indicate by check mark which  financial  statement  item the registrant
has elected to follow.

         ITEM 17    |_|                    ITEM 18      |X|


<PAGE>


         This  Amendment  to Annual  Report on Form 20-F/A is filed on behalf of
Elbit Systems Ltd. to amend an inadvertent omission of words in the registrant's
annual report on Form 20-F for the year ended December 31, 2002,  filed with the
Securities and Exchange Commission on June 17, 2003 (the "Report").

         The first paragraph under Item 7 - Major Shareholders and Related Party
Transactions,  included in the Report,  provided that the registrant  had, as of
May 31,  2003,  39,065,834  ordinary  shares  outstanding,  and that such amount
INCLUDES 385,900 shares held by the registrant as treasury shares.

         The  registrant  hereby amends the foregoing to provide that it had, as
of May 31, 2003,  39,065,834 ordinary shares  outstanding,  and that such amount
DOES NOT INCLUDE the 385,900 shares held by the  registrant as treasury  shares.
All other  information  contained in Item 7, including the numbers of shares and
the holding percentages, is correct and remains unchanged.

















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<PAGE>


                                    SIGNATURE

         The  Registrant has duly caused this Amendment to Annual Report on Form
20-F/A to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  June 26, 2003

                                    ELBIT SYSTEMS LTD.


                                    By: /s/ David Block Temin
                                        ------------------------------------
                                        Name:  David Block Temin
                                        Title: Corporate Vice President
                                               and General Counsel

















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