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 October 2005

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

                               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 October 28, 2005.

                                    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:  October 28, 2005





                                  EXHIBIT INDEX

    EXHIBIT NO.            DESCRIPTION

    1. Press release dated October 28, 2005.





                                    EXHIBIT 1

                                                    [LOGO OF ELBIT SYSTEMS LTD.]


           ELBIT SYSTEMS' PART OF THE WATCHKEEPER PROGRAM IS UNDERWAY:
           -----------------------------------------------------------
                  (POUND)317 MILLION (OVER $500 MILLION) ORDER
                        TO ELBIT SYSTEMS AND THALES UK'S
                       JOINT COMPANY, U-TACS, AS PART OF
                            THE WATCHKEEPER PROGRAM

ELBIT SYSTEMS AND THALES TO MARKET ADDITIONAL JOINT TACTICAL UAV PROJECTS TO
OTHER COUNTRIES WORLDWIDE 

Elbit Systems, Haifa, 28 October 2005 - Elbit Systems Ltd. (NASDAQ:ESLT)
reported today that its joint venture company with Thales UK, UAV Tactical
Systems Limited (U-TacS) was awarded by Thales UK a (pound)317 million order
(over $500 million), to be performed over an eight-year period. U-TacS'
financial statements will be consolidated within Elbit Systems' financial
reports. This order is part of the WATCHKEEPER program for which the UK Ministry
of Defence and Thales UK signed a (pound)700 million contract in August.

U-TacS will execute significant portions of the WATCHKEEPER Program for Thales
UK, the WATCHKEEPER prime contractor. 

The majority of U-TacS' activity will be executed in the UK with a significant
amount of its work sub-contracted to small and medium sized enterprises across
the UK. Elbit Systems is U-TacS' largest subcontractor with approximately one
third this contract's value.


                                                    [LOGO OF ELBIT SYSTEMS LTD.]


U-TacS is expected to employ, during the initial stages, dozens of workers, most
of whom will be recruited locally. U-TacS is currently in the process of
establishing its facilities in the UK city of Leicester.

In addition to executing the WATCHKEEPER Program, Elbit Systems and Thales have
agreed to jointly market tactical UAV projects in other countries worldwide.

The President and CEO of Elbit Systems, JOSEPH ACKERMAN, said: "We are proud to
be part of the WATCHKEEPER team, led by Thales UK, for one of the most
prestigious and advanced UAV program in the world. We are looking forward to
additional exciting and challenging opportunities resulting from our agreement
to jointly market other tactical UAV projects."

WATCHKEEPER will provide the UK Armed Forces with an essential Intelligence,
Surveillance, Target Acquisition and Reconnaissance (ISTAR) capability based on
the Hermes 450 unmanned air vehicle (UAV) system and will be a key component of
the UK's Network Enabled Capability (NEC).

This Program will deliver equipment, training and facilities, with the
capability of coming into service starting in 2010.

WATCHKEEPER will provide the UK Armed Forces with all weather day and night
surveillance in times of war, tension or during peace-keeping operations without
the need to deploy troops into sensitive areas or harmful situations. The
WATCHKEEPER system can provide continuous 24/7 surveillance when needed, using
unmanned air vehicles able to stay airborne for more than 16 hours each.


                                                    [LOGO OF ELBIT SYSTEMS LTD.]


The WATCHKEEPER system consists of the WK450 unmanned air vehicle carrying
day/night sensors and laser target designator connected by a data link to a
network of containerised Ground Control Stations where operators will control
the entire mission and interface within a network enabled environment. High
resolution optical and radar imagery will be exploited and disseminated to
provide valuable intelligence for operational commanders. The system is capable
of rapid deployment and operations anywhere in the world.

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, land and naval systems, command, control, communications, computers,
intelligence, surveillance and reconnaissance ("C4ISR"), 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
--------

COMPANY CONTACT                                           IR CONTACTS
Ilan Pacholder, Corporate Secretary and VP                Ehud Helft/Kenny Green
   Finance & Capital Markets
  ELBIT SYSTEMS LTD.                                      GK INTERNATIONAL
Tel:  972-4  831-6632                                     Tel: 1-866-704-6710
Fax: 972-4  831- 6659                                     Fax: 972-3-607-4711
pacholder@elbit.co.il                                     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