<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>exhibit1.txt
<DESCRIPTION>EXHIBIT 1
<TEXT>


                                 EXHIBIT 1

[GRAPHIC OMITTED]


                                               July 15, 2003



Dear Fellow Shareholder,

         You are  cordially  invited to attend  the Elbit  Systems  Ltd.  Annual
General  Meeting of Shareholders to be held at 3:00 p.m. local time on August 6,
2003,  at our offices on the 31st floor of the Triangle  Building in the Azrieli
Center in Tel-Aviv, Israel.

         The  agenda  of the  meeting  and  the  proposals  to be  voted  on are
described in the accompanying proxy statement.  For the reasons described in the
proxy statement,  the Board of Directors  recommends that you vote "FOR" Items 1
and 2 as specified on the enclosed proxy card.

         At  the  meeting,  management  also  will  present  the  other  matters
described in the proxy  statement and provide a discussion  period for questions
and comments of general interest to shareholders.

         We look forward to greeting all the shareholders who are present at the
meeting.  However,  whether or not you are able to attend,  it is important that
your shares be represented. Therefore, at your earliest convenience please sign,
date and mail the  enclosed  proxy card in the  envelope  provided so that it is
received not later than 24 hours before the meeting.

         Thank you for your cooperation.

                                Very truly yours,


                                MICHAEL FEDERMANN
                                Chairman of the Board of Directors


                                JOSEPH ACKERMAN
                                President and Chief Executive Officer


<PAGE>


                               ELBIT SYSTEMS LTD.

                NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

                                                         Haifa, Israel
                                                         July 15, 2003

     This is notice that the Annual  General  Meeting of  Shareholders  of Elbit
Systems Ltd. (the "Company")  will be held at the Company's  offices on the 31st
floor of the Triangle  Building of the Azrieli  Center in Tel-Aviv,  Israel,  on
August 6, 2003, at 3:00 p.m. local time, for the following purposes:

1.   To elect ten nominees to the Company's  Board of  Directors,  including one
     External Director; and

2.   To appoint the  Company's  independent  auditors for the fiscal year ending
     December 31, 2003.

     In addition, at the meeting the Company will present the Management Report,
the Auditors' Report and the Consolidated  Financial  Statements of the Company,
each for the fiscal year ended  December 31, 2002.  The Company also will report
on  the  2002  dividend,   directors'  compensation  and  independent  auditors'
compensation arrangement.

     Shareholders  of record  at the close of  business  on July 10,  2003,  are
entitled to receive notice of, and to vote at, the meeting. All shareholders are
cordially invited to attend the meeting in person.

     Shareholders  who are unable to attend the meeting in person are  requested
to complete, date and sign the enclosed proxy card and return it promptly in the
pre-addressed  envelope  provided so that it is received by the Company at least
24 hours  before the  meeting.  No postage is  required  if mailed in the United
States.  Shareholders  who attend the meeting may revoke their  proxies and vote
their shares in person.


                                       By Order of the Board of Directors,


                                       MICHAEL FEDERMANN
                                       Chairman of the Board of Directors


                                       JOSEPH ACKERMAN
                                       President and Chief Executive Officer


THE COMPANY'S FINANCIAL  STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002,
ARE ENCLOSED BUT ARE NOT A PART OF THIS PROXY. THE FINANCIAL  STATEMENTS  SHOULD
NOT BE CONSIDERED AS PROXY SOLICITATION MATERIAL.


<PAGE>



                     QUESTIONS AND ANSWERS ABOUT THE ANNUAL
                                 GENERAL MEETING

THE FOLLOWING  QUESTIONS AND ANSWERS  SUMMARIZE THE MAJOR ISSUES TO BE DISCUSSED
AT THE ANNUAL  GENERAL  MEETING.  FOR A MORE COMPLETE  DESCRIPTION OF THE ISSUES
PLEASE SEE THE ACCOMPANYING PROXY STATEMENT.

Q: WHEN AND WHERE IS THE MEETING?
A: The Meeting will take place at 3 p.m.  local time,  on  Wednesday,  August 6,
2003, at the Company's offices on the 31st floor of the Triangle Building in the
Azrieli Center in Tel-Aviv, Israel.

Q: WHAT IS THE RECORD DATE FOR THE MEETING?
A: The record date is July 10, 2003, and all shareholders  holding shares at the
close of business on July 10, 2003 will be entitled to receive  notice of and to
vote at the Meeting.

Q: WHAT ARE THE ITEMS TO BE VOTED ON AT THE MEETING?
A: The items to be voted on include:
o Election of ten  nominees to the Board of  Directors,  including  one External
Director; and o Appointment of the Company's independent auditors for 2003.

Q: DOES THE COMPANY AND ITS BOARD OF DIRECTORS SUPPORT THE PROPOSALS TO BE VOTED
ON AT THE MEETING?
A: Yes.


<PAGE>



Q: WHAT VOTING MAJORITY IS REQUIRED?
A: The required majority is more than 50% of the shares voted at the Meeting for
(a) election of a director who is not an External  Director (under Item 1 in the
Proxy Statement) as well as (b) to approve Item 2 in the Proxy Statement.
     Election of the  External  Director  (under Item 1 in the Proxy  Statement)
requires a majority of the votes cast  regarding  such  election at the Meeting,
whether in person or by proxy, provided that (i) that majority includes at least
one third (1/3) of the total  votes of  non-controlling  shareholders  or anyone
voting on their behalf present at the Meeting in person or by proxy (abstentions
will  not be  taken  into  account)  or (ii) the  total  number  of votes of the
shareholders  mentioned in (i) above that are voted  against such  election does
not exceed one percent (1%) of the Company's voting rights.

Q: WHAT OTHER MATTERS WILL BE PRESENTED AT THE MEETING?

A: The Company also will present at the Meeting the following  matters  relating
to the fiscal year ended December 31, 2002:
   o  its  Independent  Auditors'  Report,  Management  Report and  Consolidated
      Financial Statements;
   o  the dividend paid to shareholders;
   o  the compensation paid to the Company's directors; and
   o  the compensation arrangement with the Company's independent auditors.

Q: WHAT DO I NEED TO DO NOW?
A: Just  indicate on your proxy card how you want to vote,  and sign and mail it
in the enclosed return envelope as soon as possible, so that your shares will be
represented at the Meeting.  The signed proxy must be received by the Company at
least 24 hours before the Meeting. If you sign and send in your proxy but do not
indicate  how you want to vote,  your proxy will be counted as a vote for all of
the proposals.


<PAGE>



Q: WHAT DO I DO IF I WANT TO CHANGE MY VOTE?
A: Just mail a later-dated,  signed proxy card or other  document  revoking your
proxy in time for it to be received by the Company at least 24 hours  before the
Meeting or attend the Meeting in person and vote.

Q: IF MY  SHARES  ARE  HELD IN  "STREET  NAME"  BY MY  BROKER,  A BANK OR  OTHER
REPRESENTATIVE,  WILL MY  REPRESENTATIVE  VOTE MY SHARES  FOR ME? A: If you hold
your shares through a broker, bank or other representative, generally the broker
or other  representative may only vote the shares it holds for you in accordance
with your instructions.  However, if the broker or other representative does not
receive your  instructions  in time, it may vote on certain types of matters for
which it has  discretionary  authority,  including each matter that is presently
scheduled to be voted on at the Meeting.

Q: WHO CAN HELP ANSWER MY QUESTIONS?
A: For additional  information  about the Meeting,  please contact during normal
office  hours,  Sunday  through  Thursday,  Arie Tal,  the  Company's  Corporate
Secretary   at   the   Company's   offices   in   Haifa,    Israel,    telephone
011-972-4-8316632.

<PAGE>



                               ELBIT SYSTEMS LTD.
                           ADVANCED TECHNOLOGY CENTER
                                  P.O. BOX 539
                               HAIFA 31053, ISRAEL


                                 PROXY STATEMENT
                                 ---------------

This Proxy  Statement is provided to the  shareholders of ordinary  shares,  NIS
1.00 nominal  value,  of Elbit Systems Ltd. (the Company or Elbit  Systems),  in
connection  with the Board of Directors'  solicitation of proxies for use at the
Shareholders' Annual General Meeting to be held on August 6, 2003 (the Meeting),
or at any adjournment of the Meeting, as specified in the accompanying Notice of
Annual General Meeting of Shareholders.

It is proposed that the shareholders adopt resolutions  concerning the following
matters at the Meeting:

(1)  election of ten nominees to the Board of Directors,  including one External
     Director; and

(2)  appointment  of the  Company's  independent  auditors  for the fiscal  year
     ending December 31, 2003.

In addition,  at the Meeting the Company will present or report on the following
matters relating to fiscal year 2002:

     o    its Independent  Auditors' Report,  Management Report and Consolidated
          Financial Statements;

     o    the dividend paid to shareholders;

     o    the compensation paid to the Company's directors; and

     o    the compensation arrangement with the Company's independent auditors.

Shares represented by properly signed and unrevoked proxies will be voted in the
manner directed by the persons designated as proxies.



<PAGE>



                         QUORUM AND VOTING REQUIREMENTS

Only  shareholders of record at the close of business on July 10, 2003, have the
right to receive notice and to vote at the Meeting.

The Company had outstanding on July 1, 2003,  39,175,069  ordinary shares,  each
giving  a right  of one vote for  each of the  matters  to be  presented  at the
Meeting.  No less than two  shareholders,  present  in  person or by proxy,  and
holding or  representing  between  them  one-third of the  outstanding  ordinary
shares, will constitute a quorum at the Meeting.

If a quorum  is not  present  within  one-half  hour  after the time set for the
Meeting,  the Meeting will be adjourned and will be reconvened one week later at
the same time and place unless other notice is given by the Board of  Directors.
If there is not a quorum  within  one-half  hour of the time for the  reconvened
meeting,  a  quorum  will  be  considered  present  as  long  as  at  least  two
shareholders participate in person or by proxy.

Joint holders of shares should note that according to the Company's  Articles of
Association the vote, whether in person or by proxy, of the more senior of joint
holders of any voted  share will be  accepted  over  vote(s) of the other  joint
holders of that share.  For this purpose  seniority  will be  determined  by the
order the joint holders' names appear in the Company's Register of Shareholders.

A  majority  of the votes  cast at the  Meeting  either in person or by proxy is
required  (a) to  elect,  under  Item 1 of  this  Proxy  Statement,  each of the
individuals  nominated to be a director,  other than the External Director,  and
(b) to approve Item 2 of this Proxy Statement.

Election  of the  External  Director,  under  Item 1 of  this  Proxy  Statement,
requires a majority of the votes cast  regarding  such  election at the Meeting,
whether in person or by proxy, provided that (i) that majority includes at least
one-third  (1/3) of the total votes of  non-controlling  shareholders  or anyone
voting on their behalf present at the Meeting in person or by proxy (abstentions
will  not be  taken  into  account)  or (ii) the  total  number  of votes of the
shareholders  mentioned in (i) above that are voted  against such  election does
not exceed one percent (1%) of the Company's voting rights.

                                 VOTING BY PROXY

A proxy form for use at the Meeting and a return envelope for the proxy form are
enclosed. Shareholders may revoke any properly signed and filed proxy form prior
to its exercise by filing with the Company a written  notice of  revocation or a
properly  signed  proxy  form of a later  date,  or by  voting  in person at the
Meeting.  In order to be  counted  for  purposes  of  voting at the  Meeting,  a
properly  signed  proxy form must be  received  by the Company at least 24 hours
before the Meeting.


<PAGE>



Unless otherwise  indicated on the proxy form, shares  represented by a properly
signed and received proxy in the enclosed form will be voted in favor of all the
above  described  matters  to be  presented  for voting at the  Meeting.  On all
matters considered at the Meeting,  abstentions and broker non-votes will not be
treated as either a vote "for" or "against"  the matter,  although  they will be
counted to determine if a quorum is present.

Proxy forms are being mailed to shareholders on or about July 15, 2003, and will
be solicited mostly by mail.  However, in some cases proxies may be solicited by
telephone, telegram or other personal contact. The Company will pay for the cost
of the solicitation of proxies, including the cost of preparing,  assembling and
mailing  the proxy  material,  and will  reimburse  the  reasonable  expenses of
brokerage firms and others for forwarding material to shareholders.


                      BENEFICIAL OWNERSHIP OF SECURITIES BY
                    CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table shows,  as of July 1, 2003,  the number of ordinary  shares
owned  by (i) all  shareholders  known by the  Company  to own 5% or more of the
Company's  ordinary shares and (ii) all directors and officers of the Company as
a group.


NAME AND ADDRESS                               NUMBER OF SHARES        PERCENT
----------------                               ----------------        -------

The Federmann Group                               12,100,000           30.88%
99 Hayarkon Street
Tel-Aviv, Israel(1)(3)

Elron Electronic Industries Ltd.                   7,815,448           19.95%
3 Azrieli Center, 42nd Floor
Tel-Aviv, Israel(2)(3)

Bank Hapoalim Group                                2,664,690            6.80%
Tel-Aviv, Israel(4)

Bank Leumi Group
Tel-Aviv, Israel(4)                                2,326,413            5.93%

All officers and directors
as a group (23 persons)                            291,240(5)          0.74%
----------------------------


<PAGE>

(1)      The Federmann  Group includes  Federmann  Enterprises  Ltd.  (Federmann
         Enterprises),  an Israeli  company that holds 21.09% of Elbit  Systems'
         shares, and Heris  Aktiengesellschaft  (Heris), a Liechtenstein company
         that holds 9.79% of Elbit Systems' shares.

         Federmann  family owned  companies  own all of  Federmann  Enterprises.
         Bella  Federmann  owns  approximately  14%  of  the  voting  rights  in
         Federmann Enterprises.  Michael Federmann,  son of Bella Federmann, and
         his family members own  approximately  61% of the voting rights in, and
         approximately  62%  of  the  equity  of,  Federmann  Enterprises.  Irit
         Federmann-Landau, daughter of Bella Federmann, owns approximately 22.5%
         of the  voting  rights  in,  and  approximately  17% of the  equity of,
         Federmann    Enterprises.    Shmuel   Federmann,    Bella   Federmann's
         brother-in-law,  and Shmuel  Federmann's  children,  Ami and Ronit, own
         approximately  2% of the  voting  rights  in, and 20% of the equity of,
         Federmann Enterprises.

         Ownership  of  Heris  is  held,   directly  and  through   wholly-owned
         subsidiaries,  by  Federmann  Enterprises  (approximately  85.5% of the
         equity and voting rights) and by Irit  Federmann-Landau  (approximately
         14.5% of the voting and equity rights).

         Michael Federmann, Chairman of Elbit Systems' Board, is also a director
         and CEO of Federmann Enterprises and Heris.

(2)      Elron  Electronic  Industries  Ltd.  (Elron) is a  multinational,  high
         technology  operational  holding  company  whose  business is conducted
         through a group of high technology operating  companies.  The principal
         shareholders of Elron are Discount  Investment  Corporation Ltd. (DIC),
         the Bank Leumi Group and the Clal Insurance Group,  which as of July 1,
         2003 held approximately 38.49%, 8.24%, and 2.25%, respectively,  of the
         voting power of Elron.

         IDB Holding  Corporation  Ltd.  (IDBH) is the parent of IDB Development
         Corporation  Ltd.  (IDBD),  which, in turn, is the parent of DIC. IDBH,
         IDBD and DIC are public companies traded on the TASE.

         On May 19, 2003, private companies controlled by Oudi Recanati, Leon Y.
         Recanati, Judith Yovel Recanati and Elaine Recanati completed a sale of
         all of the  shares  of IDBH  held by them,  constituting  approximately
         51.7% of the  outstanding  share capital of IDBH, to a group  comprised
         of: (i) Ganden  Investments  I.D.B.  Ltd.  (Ganden),  a private Israeli
         company   controlled   by  Nochi   Dankner  and  his   sister,   Shelly
         Dankner-Bergman, which, following this transaction, holds 31.02% of the
         equity of and voting power in IDBH;  (ii) Manor  Investments - IDB Ltd.
         (Manor),  a private  Israeli company  controlled by Ruth Manor,  which,
         following  this  transaction,  holds 10.34% of the equity of and voting
         power in  IDBH;  and  (iii)  Avraham  Livnat  Investments  (2002)  Ltd.
         (Livnat),  a private  Israeli  company  controlled  by Avraham  Livnat,
         which,  following this  transaction,  holds 10.34% of the equity of and
         voting power in IDBH. Ganden, Manor and Livnat, owning in the aggregate
         approximately  51.7% of the equity of and voting power in IDBH, entered
         into a shareholders  agreement  relating,  among other things, to their
         joint control of IDBH, the term of which is until May 19, 2023.


<PAGE>

         Nochi   Dankner   is   Chairman   of  IDBH,   IDBD   and  DIC.   Shelly
         Dankner-Bergman,  Isaac Manor (the husband of Ruth  Manor),  Dori Manor
         (the son of Isaac and Ruth  Manor) and Zvi  Livnat  (the son of Avraham
         Livnat) are directors of each of IDBH, IDBD and DIC.

         Doron Birger, a director of Elbit Systems,  is the President and CEO of
         Elron.  Ami Erel and Avraham  Asheri,  directors of Elbit Systems,  are
         also directors of Elron.

(3)      The  Federmann  Group and Elron may be deemed to be joint owners of the
         aggregate  ordinary shares of Elbit Systems  beneficially owned by them
         by virtue of a shareholders  agreement  dated December 19, 1999 between
         the Federmann Group and Elron,  which agreement  provides,  among other
         things,  for their  coordinated  voting at Elbit  Systems'  shareholder
         meetings and for their equal  representation on Elbit Systems' Board of
         Directors.  The  Federmann  Group and Elron  disclaim  such  beneficial
         ownership.

(4)      The holdings in the Company's shares by the Bank Hapoalim Group and the
         Bank Leumi Group are divided  among  several  entities,  mainly  mutual
         funds.

(5)      This  includes  261,322  shares  underlying  options that are currently
         exercisable or that will become  exercisable within 60 days of the date
         of this  Proxy  Statement.  A portion  of the  underlying  options  are
         "phantom options" that have been calculated based on the Company's July
         1, 2003 share price of $19.40.

                    INFORMATION REGARDING EXTERNAL DIRECTORS

The Company is required under the Israeli  Companies Law - 1999 (the  "Companies
Law") to have at least two External  Directors on its Board of Directors.  Among
other  requirements  of the Companies Law, a person may not serve as an External
Director if such person or such person's relative,  partner or employer,  or any
entity  controlled  by such person,  has, at any time during the two years up to
the date of appointment,  any affiliation with the Company, entities controlling
the Company or entities  controlled by the Company.  The term  "affiliation"  is
broadly  defined in the  Companies  Law. In addition,  no person may serve as an
External  Director  if such  person's  position  or other  business  creates any
conflict of interest with or impairs his or her  responsibilities as an External
Director.

Each  committee  of the  Company's  Board of Directors is required to include at
least one External  Director,  and all External Directors must be members of the
Board of  Directors'  Audit  Committee.  An  External  Director  is  entitled to
compensation and to  reimbursement of expenses as provided in regulations  under
the  Companies  Law  and  is  otherwise  prohibited  from  receiving  any  other
compensation, directly or indirectly, in connection with services provided as an
External  Director.  External  Directors  are elected at a general  shareholders
meeting  and  serve  for a  three-year  term.  The term may be  extended  for an
additional   three-year   term  if  the  extension  is  approved  by  a  general
shareholders meeting.

Nathan Sharony currently serves as an External  Director.  His term of office as
an External Director ends in March 2005. In May 2003, Joel Feldschuh resigned as
an External  Director due to his anticipated  nomination for an officer position
with a company  affiliated  with IDBH, a controlling  shareholder of Elron.  Mr.
Yaacov  Lifshitz  has  been  nominated  to fill  the  vacant  External  Director
position.


<PAGE>
                         ITEM 1 - ELECTION OF DIRECTORS

At the Meeting nine  directors  who are not External  Directors and one External
Director  (see list of nominees  below) are to be elected.  Also,  if elected to
another term as a director, Michael Federmann will continue to serve as Chairman
of the Board of Directors.

The persons  named in the form of proxy  intend to vote for the  election of the
ten nominees  named  below,  eight of whom  currently  serve as directors of the
Company.  Mr.  Lifshitz  has been  nominated  to serve as an External  Director,
replacing Mr.  Feldschuh  who resigned in May 2003 as noted above.  In addition,
Lenny Recanati resigned from the Board of Directors in May 2003, and Avi Fischer
has been nominated to replace him on the Board of Directors.

The Company  expresses its appreciation to Mr. Feldschuh and to Mr. Recanati for
their  contributions  to the  Company  during  their  service  on the  Board  of
Directors.

The  Companies  Law provides  that a general  shareholders  meeting at which the
appointment of an External  Director is to be considered will not be held unless
the  nominee  has  declared  to the  Company  that he or she  complies  with the
qualifications for appointment as an External Director.  The proposed nominee to
be an External  Director  of the  Company,  Mr.  Lifshitz,  has  declared to the
Company that he complies with the  qualifications for appointment as an External
Director.

Each nominee,  other than the External  Director,  so elected as a director will
hold office until the next shareholders' Annual General Meeting and until his or
her successor is elected and qualified,  unless any director's office is vacated
earlier in accordance  with the provisions of the Companies Law or the Company's
Articles of Association.  Mr. Lifshitz, if elected as an External Director, will
hold  office for a  three-year  term  unless  his  office is vacated  earlier in
accordance with the provisions of the Companies Law or the Company's Articles of
Association.

The  Company  is not aware of any reason why any of the  nominees,  if  elected,
should be unable to serve as a director.  Nevertheless,  if any of the nominees,
other than the External Director, should be unable to serve, the proxies will be
voted for the  election  of such other  person or persons as  determined  by the
person named in the form of proxy in accordance with his or her judgment. If the
nominee to the position of External Director should be unable to serve,  another
person will be elected in accordance with applicable law.

The nominees and the current External Director, their respective ages on July 1,
2003, and the year in which they became directors of the Company are as follows:


<PAGE>



BOARD OF DIRECTORS

NAME                                          AGE               DIRECTOR SINCE
----                                          ---               --------------

Michael Federmann (Chairman)                  59                   2000
Joseph Ackerman                               54                   1996
Avraham Asheri                                65                   2000
Rina Baum                                     58                   2001
Aharon Beth-Halachmi                          66                   2000
Doron Birger                                  52                   2002
Ami Erel                                      56                   1999
Yaacov Lifshitz (External Director)           59                   - -
Avi Fischer                                   46                   - -
Dov Ninveh                                    56                   2000
Nathan Sharony (External Director)            68                   2002


         MICHAEL  FEDERMANN.  Michael  Federmann  has served as  Chairman of the
Board of  Directors  of Elbit  Systems  since the merger (the  Merger) with Elop
Electro-Optics  Industries  Ltd.  (El-Op) in 2000.  He served as Chairman of the
Board of Directors of El-Op from 1988 until the Merger.  He has held  managerial
positions  in the  Federmann  Group since 1969,  and since  January  2002 he has
served as Chairman  and CEO of Federmann  Enterprises  Ltd.  Currently,  he also
serves as Chairman  of the Board of  Directors  of Dan Hotels  Corp.  Ltd.  (Dan
Hotels).  Mr.  Federmann  is Deputy  Chairman of the Board of  Governors  of the
Hebrew University in Jerusalem (the Hebrew University) and a member of the Board
of Governors and the Executive  Committee of the Weizmann  Institute of Science.
Mr. Federmann holds a bachelor's  degree in economics and political science from
the Hebrew University.

         JOSEPH  ACKERMAN.  Joseph Ackerman was appointed as President and Chief
Executive  Officer  of Elbit  Systems in 1996.  From 1994 to 1996,  he served as
Senior  Vice  President  and General  Manager of Elbit  Ltd.'s  Defense  Systems
Division  (EDS).  Mr.  Ackerman  joined  Elbit  Ltd.  in 1982 and  held  various
management  positions,  including  General  Manager  -  EFW  Inc.,  Senior  Vice
President - Operations  Group,  Vice President - Operations and Vice President -
Advanced Battlefield Systems. Mr. Ackerman holds a bachelor of science degree in
aeronautical engineering from the Israel Institute of Technology (the Technion).

         AVRAHAM ASHERI.  Avraham Asheri has served as an economic advisor and a
director of several  companies since 1998. He currently  serves on the boards of
directors of Elron,  Discount  Mortgage Bank Ltd.,  Kardan  Nadlan Ltd.,  Scitex
Corporation   Ltd.   (Scitex),   ISAL  Amlat   Investment   (1993)  and  Meditor
Pharmaceuticals  Ltd. Mr. Asheri was President  and Chief  Executive  Officer of
Israel  Discount  Bank from 1991 until 1998,  and Executive  Vice  President and
member of its management  committee  from 1983.  Prior to that, he served for 23
years at the Israel Ministry of Industry and Trade and at the Israel Ministry of
Finance,  including as Director  General of the Israel  Ministry of Industry and
Trade,  Managing Director of the Israel Investment Center and Trade Commissioner
of  Israel  to the  United  States.  Mr.  Asheri  holds a  bachelor's  degree in
economics and political science from the Hebrew University.


<PAGE>

         RINA BAUM.  Rina Baum is Vice  President for  Investments  of Federmann
Enterprises  and since 1986 has served as Director and General  Manager of Unico
Investment  Company Ltd. She serves as a director of Dan Hotels and Harel Mutual
Funds Ltd.  During 1995 to 1996, she served as a director of Leumi Mortgage Bank
Ltd. Mrs. Baum holds an L.L.B. degree from the Hebrew University.

         AHARON  BETH-HALACHMI.  Aharon Beth-Halachmi has served as President of
Federmann  Enterprises - Division of Industries and Technologies  since 1985 and
as President of Eurofund L.P. - Venture  Capital Fund since 1994. He served as a
director  of El-Op  from  1985  until  2000.  From  1983 to 1985,  he  served as
President  of Tahal  Engineering  Co. Ltd.  From 1982 to 1983,  he was  Director
General  of the  Israeli  Ministry  of  Defense.  Prior to that he served in the
Israeli  Defense  Forces  (IDF),  including  as head  of  Defense  Research  and
Development  from 1977 to 1982.  He retired with the rank of Brigadier  General.
Mr.  Beth-Halachmi holds a bachelor of science degree in electronic  engineering
from the  Technion and a master of science  degree in computer  science from the
Naval Postgraduate School in Monterey, California.

         DORON  BIRGER.  Doron Birger has served as Chief  Executive  Officer of
Elron since August 2002 and as President of Elron since 2001. He joined Elron in
1994 as Vice  President  - Finance  and served as Chief  Financial  Officer  and
Corporate  Secretary.  Prior to that he served as Chief Financial  Officer for a
number of companies  including North Hills Electronics  Ltd.,  Middle-East Pipes
Ltd., Maquette Ltd., Bateman Engineering Ltd. and I.D.C.  Industrial Development
Company  Ltd.  Mr.  Birger is Chairman  of Given  Imaging  Ltd.  and serves as a
director  in several  other  companies  in the Elron  group.  Mr.  Birger  holds
bachelor and master of arts degrees in economics from the Hebrew University.

         AMI EREL. Ami Erel has served as President and Chief Executive  Officer
of DIC since  2001.  In  addition,  he has  served as  Chairman  of the Board of
Directors  of Elron since 1999.  From 1999 until  2001,  he was Chief  Executive
Officer  of Elron.  He served as  Chairman  of the Board of  Directors  of Elbit
Systems  from 1999  until the  Merger in 2000.  From 1997 to 1999,  he served as
President and Chief Executive  Officer of Bezeq - The Israel  Telecommunications
Corp. Ltd. and as Chairman of the Board of Directors of PelePhone Communications
Ltd. from 1997 to 1998. He was recently nominated to be Chairman of the Board of
Directors of Scitex and is a director of Property and Building  Corporation Ltd.
and  Super-Sol  Ltd.  as well as  Chairman  or a member  of the  boards of other
companies in the DIC group and the Elron group.  Since 2000, Mr. Erel has served
as the  Chairman  of the  Board of the  Israel  Association  of  Electronic  and
Information  Industries.  Mr.  Erel  holds  a  bachelor  of  science  degree  in
electrical engineering from the Technion.

         AVI FISCHER. Avi Fischer was appointed as the Co-CEO of Clal Industries
&  Investments  Ltd.  (Clal) in June 2003.  Mr.Fischer  is a co-founder of the
Ganden Group and has served as the  Co-Chairman  of Ganden  Tourism and Aviation
Ltd.  and as the Vice  Chairman  of Ganden  Holdings  Ltd.  since  1999.  He has
practiced  law  since  1983  and is a  Co-Managing  Partner  in the law  firm of
Fischer,  Behar,  Chen & Co. He  currently  serves on the boards of directors of
IDBH, DIC, Clal, Scitex,  Vyyo Inc., Natour Ltd. and Nichsei Azorim Ltd. as well
as several  privately held  companies.  Mr. Fischer holds an L.L.B.  degree from
Tel-Aviv University.


<PAGE>

         YAACOV LIFSHITZ (EXTERNAL DIRECTOR).  Mr. Lifshitz serves as a director
of several companies and as a lecturer in the fields of economics, public policy
and  management.  He currently is a lecturer at the  Department of Economics and
the Department of Public Policy and  Management of Ben-Gurion  University and at
the  Department  of Economics and  Management  of the Tel-Aviv - Jaffa  Academic
College.  He also  currently  serves on the boards of  directors of DorGas Ltd.,
Kali - Insurance  Agencies Ltd.,  Spring - Pension Fund Management Ltd.,  Carmel
Investments Ltd. and Tesnet Software Testing Ltd. During the period from 1994 to
2002,  Mr.  Lifshitz  served at various  times as the  chairman of the boards of
directors of Hamashbir  Lazarchan Israel Ltd., Israel Military  Industries Ltd.,
Spectronix  Ltd.,  Dor  Chemicals  Ltd,  Dor Energy Ltd.,  DorGas Ltd.,  and the
Israeli Foreign Trade Risk Insurance Corp. Ltd. He also served from 1995 to 2002
as the Chairman of the Executive Board of the Israel Management Center. Prior to
that he held various  senior  positions  in  government,  banking and  industry,
including  Director  General of the Israel  Ministry of Finance,  Chief Economic
Advisor to the Israel  Ministry of  Defense,  Senior  Vice  President  and Chief
Credit Officer of Israel Discount Bank and President and CEO of Electra (Israel)
Ltd. Mr. Lifshitz holds a bachelor's  degree in economics and political  science
and a master's degree in economics from the Hebrew University.

         DOV NINVEH.  Dov Ninveh has served since 1994 as a manager in Federmann
Enterprises. He served as a director of El-Op from 1996 until 2000. From 1989 to
1994, he served as Deputy General Manager of Etanit  Building  Products Ltd. Mr.
Ninveh holds a bachelor's degree in economics and management from the Technion.

         NATHAN  SHARONY  (EXTERNAL  DIRECTOR).  Nathan Sharony has served since
1997 as a director for several  companies,  including  Technorov Holdings (1993)
Ltd.  (Technorov),  a high technology  investment company,  Bituach Yashir Ltd.,
Akershtain  Industries Ltd., Ormat Industries Ltd., Genoa  Technologies Ltd. and
International  Technologies  (Lasers)  Ltd.  From  1997 to 1999,  he  served  as
Chairman of Technorov.  From 1994 to 1997, he was employed with a U.S. brokerage
firm.  Mr.  Sharony  served as the  Director  General of the Israel  Ministry of
Industry and Trade from 1992 to 1994.  Prior to that,  Mr. Sharony held a number
of positions in industry and government including head of the Israeli Government
Economic Mission to the U.S., President and Chief Executive Officer of El-Op and
Vice  President for Logistics of Tadiran  Electronic  Industry Ltd. In 1982, Mr.
Sharony  completed  30 years of  service in the IDF,  retiring  with the rank of
Major General.  Mr. Sharony  participated in the Field Artillery Battle Officers
Course in Fort Sill,  Oklahoma,  and studied military history at the IDF's Staff
and Command College.


THE BOARD OF  DIRECTORS  RECOMMENDS  A VOTE FOR ALL THE NOMINEES TO THE BOARD OF
DIRECTORS.




<PAGE>



                             ITEM 2 - APPOINTMENT OF
                       THE COMPANY'S INDEPENDENT AUDITORS
                              FOR FISCAL YEAR 2003

At the  Meeting,  Luboshitz  Kasierer,  an  affiliate  member  of  Ernst & Young
International  Certified Public Accountants,  will be nominated by the Company's
Board of Directors for reappointment as independent  auditors of the Company for
the fiscal year ending  December 31, 2003. A  representative  of the independent
auditors  will be present at the  Meeting  and will be  available  to respond to
appropriate questions from the shareholders.

At the  Meeting,  the  Board  of  Directors  will  propose  that  the  following
resolution be adopted:

         "RESOLVED,  that the  Company's  independent  auditors,  Luboshitz
         Kasierer, an affiliate member of Ernst & Young International,  are
         reappointed as independent  auditors of the Company for the fiscal
         year ending December 31, 2003."

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THIS RESOLUTION.



                  COMPENSATION PAID TO THE COMPANY'S DIRECTORS
                              FOR FISCAL YEAR 2002

 The Companies Law requires shareholder approval of the compensation paid to the
Company's  directors,  including  compensation as an officer of the Company. The
compensation  paid to directors for the fiscal year ended  December 31, 2002 was
previously approved by the Company's shareholders.


                                   By Order of the Board of Directors



                                   MICHAEL FEDERMANN
                                   Chairman of the Board of Directors



                                   JOSEPH ACKERMAN
                                   President and Chief Executive Officer


Date:  July 15, 2003
<PAGE>

                               ELBIT SYSTEMS LTD.

                THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
                 FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
                          TO BE HELD ON AUGUST 6, 2003




KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby appoints MICHAEL
FEDERMANN, JOSEPH ACKERMAN and ARIE TAL, and each of them, the true and lawful
proxies of the undersigned, with full power of substitution, to vote with
respect to all of the undersigned's ordinary shares of ELBIT SYSTEMS LTD. (the
"Company"), at the Annual General Meeting of Shareholders of the Company to be
held at the Company's offices at the Azrieli Center in Tel-Aviv, Israel on
August 6, 2003, at 3 p.m. local time, and at any adjournments, with all power
that the undersigned would have if personally present and especially (but
without limitation) to vote as follows:

The shares represented by this Proxy will be voted in the manner directed, and
if no instructions to the contrary are indicated, will be voted "FOR" all
Proposals listed on the reverse side.




                   CONTINUED AND TO BE SIGNED ON REVERSE SIDE




<PAGE>





A     |--------|
      |        |
      |    X   |        Please mark your votes as in this example
      |        |
      |--------|
<TABLE>
<CAPTION>
1. ELECTION OF DIRECTORS

      FOR all listed nominees (except as marked        WITHHOLD AUTHORITY                          Nominees:
      to the contrary)                                 To vote for all nominees listed at right    Joseph Ackerman, Avraham Asheri,
                                                                                                   Rina Baum, Aharon
                                                                                                   Beth-Halachmi, Doron Birger,
                                                                                                   Ami Erel, Michael Federmann
                                                                                                   (Chairman), Avi Fischer, Yaacov
                                                                                                   Lifshitz (External Director) and
                                                                                                   Dov Ninveh
<S>                                                    <C>
                     |--------|                         |--------|
                     |        |                         |        |
                     |        |                         |        |
                     |        |                         |        |
                     |--------|                         |--------|


         (Instructions:    to   withhold
         authority   to  vote   for  any
         individual  nominee,  strike  a
         line through the nominee's name
         in the list at right)
</TABLE>



2. APPOINTMENT OF THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
   DECEMBER 31, 2003:

<PAGE>


         |--------| FOR         |--------| AGAINST         |--------|ABSTAIN
         |        |             |        |                 |        |
         |        |             |        |                 |        |
         |        |             |        |                 |        |
         |--------|             |--------|                 |--------|

                                    * * * * *

Any proxies previously given are hereby revoked.




                                              Dated: ___________________, 2003

[Name, address, number of shares]             ________________________________

                                              ______________________
                                              Signature

                                              ______________________
                                              Signature

                                              IMPORTANT:  Please sign  exactly
                                              as   name(s)    appears   Above.
                                              Executors,       administrators,
                                              trustees,  etc.  should indicate
                                              the capacity in which they sign.




The above-signed hereby acknowledge(s) receipt of the Notice of Annual General
Meeting of Shareholders and the accompanying Proxy Statement.






</TEXT>
</DOCUMENT>
