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 November 2002

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                               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






     The Registrant  hereby informs the Securities and Exchange  Commission that
on November 27, 2002, Elron Electronic  Industries Ltd.  ("Elron")  informed the
Registrant that it had sold 380,000 ordinary shares of the Registrant. Following
such sale, Elron's beneficial ownership of ordinary shares of the Registrant has
been reduced from approximately 21% to approximately 20%.




                                    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: November 27, 2002.