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 2006

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

                               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 16, 2006.

         Attached  hereto as Exhibit 2 and  incorporated  herein by reference is
the Registrant's  Management Report with respect to the results of operations of
the Registrant for the quarter ended March 31, 2006.

         Attached  hereto as Exhibit 3 and  incorporated  herein by reference is
the Registrant's  condensed interim  consolidated  financial  statements for the
quarter ended March 31, 2006.

                                    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 16, 2006




                                  EXHIBIT INDEX



    EXHIBIT NO.            DESCRIPTION
    -----------            -----------

    1.                     Press release dated May 16, 2006

    2.                     Management's Report

    3.                     Financial Statements





                                    EXHIBIT 1


                                                    [LOGO OF ELBIT SYSTEMS LTD.]

                                EARNINGS RELEASE
                                ----------------

                ELBIT SYSTEMS REPORTS FIRST QUARTER 2006 RESULTS
                ------------------------------------------------

           REVENUES INCREASED BY 45% YEAR OVER YEAR TO $334.4 MILLION

  BACKLOG OF ORDERS INCREASED BY $176 MILLION TO A NEW RECORD OF $ 3.5 BILLION

          DILUTED EPS INCREASED TO $0.35 AS COMPARED TO $0.30 LAST YEAR

HAIFA, ISRAEL, MAY 16, 2006 - ELBIT SYSTEMS LTD. (THE "COMPANY") (NASDAQ: ESLT),
the international  defense company,  today reported its consolidated results for
the first quarter ended March 31, 2006.  This is the first full quarter in which
the Company  consolidates the financial results of Elisra Electronic  Systems, a
leading  company  in the areas of EW Suites,  airborne  warning  systems,  ELINT
systems and data links, in which the Company acquired a 70% interest on November
30, 2005.

THE COMPANY'S BACKLOG OF ORDERS AS OF MARCH 31, 2006 reached $3,523 million,  as
compared with $3,347 million at the end of 2005.  73% of the backlog  relates to
orders outside of Israel. Approximately 62% of the Company's backlog as of March
31, 2006 is scheduled to be performed  over the next three  quarters of 2006 and
during 2007.

CONSOLIDATED  REVENUES FOR THE FIRST QUARTER OF 2006  increased by 45% to $334.4
million from $230.7 million in the corresponding quarter in 2005.

CONSOLIDATED NET INCOME FOR THE FIRST QUARTER OF 2006 was $14.5 million (4.3% of
revenues),  as compared with $12.7 million (5.5% of revenues) in the same period
in 2005. Diluted earnings per share for the first quarter of 2006 were $0.35, as
compared with $0.30 for the first quarter of 2005.

GROSS  PROFIT  FOR THE  FIRST  QUARTER  OF 2006  was  $87.5  million  (26.2%  of
revenues), as compared with gross profit of $61.6 million (26.7% of revenues) in
the first quarter of 2005.

During the first  quarter of 2006 the Company  produced  operating  cash flow of
$75.4 million.

--------------------------------------------------------------------------------
HAIFA    P.O.B 539     ISRAEL 31053    TEL. 972-4-8315315    FAX. 972-4-8550002
KARMIEL  P.O.B 650     ISRAEL 20101    TEL. 972-4-9901111    FAX. 972-4-9986522




                                                    [LOGO OF ELBIT SYSTEMS LTD.]

The President and CEO of Elbit  Systems,  Joseph  Ackerman,  commented:  "We are
pleased to report our first quarterly  results for 2006, in which we continue to
demonstrate growth in revenues, profits, backlog and cash flow. During the first
quarter  we won  several  important  projects  in new  markets  and based on new
technologies.  We intend to continue our efforts in expanding  our  portfolio of
products and markets  while  improving  profitability.  In the first  quarter we
achieved  double digit organic  growth that was  complemented  by  consolidating
Elisra's  full  quarter  revenues  for the  first  time and we are  successfully
proceeding with the integration of the newly acquired  businesses into the Elbit
Systems Group."

The Board of  Directors  declared  a  dividend  of $0.15 per share for the first
quarter of 2006.  The  dividend's  record date is June 6, 2006, and the dividend
will be paid on June 19, 2006, net of taxes and levies, at the rate of 18.5%.

CONFERENCE CALL

The Company will be hosting a webcast and conference  call today,  Tuesday,  May
16th at  10.30am  EST.  On the call,  management  will  review and  discuss  the
results, and will be available to answer investor questions.

To  participate,  please access Elbit Systems'  investor  relations  web-site at
http://www.elbitsystems.com.  An online  replay will be  available 2 hours after
the call end, and will be available for 30 days.

Alternatively,  please call one of the  teleconferencing  numbers  that  follow.
Please begin placing your calls at least 5 minutes  before the  conference  call
commences.  If you are unable to  connect  using one of the  toll-free  numbers,
please try the international dial-in number.

                       US Dial-in Numbers: 1 866 744 5399
                        UK Dial-in Number: 0 800 917 9141
                       ISRAEL Dial-in Number: 03 918 0610
                  INTERNATIONAL Dial-in Number: +972 3 918 0610

At: 10:30am Eastern Standard Time,  7:30am Pacific Standard Time, 3:30pm UK Time
or 5:30pm Israel Time.

--------------------------------------------------------------------------------
HAIFA    P.O.B 539     ISRAEL 31053    TEL. 972-4-8315315    FAX. 972-4-8550002
KARMIEL  P.O.B 650     ISRAEL 20101    TEL. 972-4-9901111    FAX. 972-4-9986522



                                                    [LOGO OF ELBIT SYSTEMS LTD.]

In addition,  a replay of the call will be  available by telephone  starting two
hours after the call ends until  Thursday,  May 19,  10:00 am EST. To access the
replay please dial:

1-877-332-1104 (US) or +972-3-925-5945 (international and Israel)

Elbit Systems Ltd. is an international  defense electronics company engaged in a
wide range of defense-related  programs  throughout the world. The Elbit Systems
Group, which includes the company and its subsidiaries, operates in the areas of
aerospace, land and naval systems, command, control, communications,  computers,
intelligence,  surveillance and reconnaissance ("C4ISR"), advanced electro-optic
and space technologies, EW suites, airborne warning systems, ELINT systems, data
links and military communications systems and equipment.  The Group also focuses
on the upgrading of existing military  platforms and developing new technologies
for defense and homeland security applications. For further information,  please
visit the Company web site at www.elbitsystems.com

COMPANY CONTACT:                                     IR CONTACT:

Ilan Pacholder                                       Ehud Helft / Kenny Green
V.P. Finance & Capital Markets
    and Corporate Secretary
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
E-mail: pacholder@elbit.co.il                        E-mail: Kenny@gk-biz.com
        ---------------------                                ----------------
                                                     E-mail: Ehud@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.

                        (FINANCIAL TABLES TO FOLLOW)


--------------------------------------------------------------------------------
HAIFA    P.O.B 539     ISRAEL 31053    TEL. 972-4-8315315    FAX. 972-4-8550002
KARMIEL  P.O.B 650     ISRAEL 20101    TEL. 972-4-9901111    FAX. 972-4-9986522





                               ELBIT SYSTEMS LTD.
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
                           (In thousand of US Dollars)

                                             March 31   December 31
                                               2006        2005
                                            ---------    ---------
                                            Unaudited     Audited

ASSETS
------

Current Assets:
Cash and short term deposits                   88,023       94,629
Trade receivable and others                   421,560      416,067
Inventories, net of advances                  350,493      328,428
                                            ---------    ---------
Total current assets                          860,076      839,124

Affiliated Companies & other Investments      203,841      201,339
Long-term receivables & others                156,827      151,557
Fixed Assets, net                             285,979      284,997
Other assets, net                             140,658      142,728
                                            ---------    ---------
                                            1,647,381    1,619,745
                                            =========    =========


LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------

Current liabilities                           678,851      612,168
Long-term liabilities                         496,897      543,893
Minority Interest                              13,570       12,907
Shareholder's equity                          458,063      450,777
                                            ---------    ---------
                                            1,647,381    1,619,745
                                            =========    =========





                               ELBIT SYSTEMS LTD.
                        CONSOLIDATED STATEMENTS OF INCOME
                        ---------------------------------
            (In thousand of US Dollars, except for per share amounts)





                                                              Three Months Ended         Year Ended
                                                                   March 31              December 31
                                                              2006           2005            2005
                                                           ----------     ----------     ----------
                                                            Unaudited      Audited
                                                                                 
Revenues                                                      334,370        230,688      1,069,876
Cost of revenues                                              246,830        169,126        786,616
Restructurirng expenses                                             -              -          3,488
                                                           ----------     ----------     ----------
  Gross Profit                                                 87,540         61,562        279,772
                                                           ----------     ----------     ----------

Research and development, net                                  21,438         15,166         71,903
Marketing and selling                                          26,248         16,646         78,648
General and administrative                                     19,007         12,772         54,417
IPR&D write-off                                                     -              -          7,490
                                                           ----------     ----------     ----------
Total operating expenses                                       66,693         44,584        212,458
                                                           ----------     ----------     ----------

Operating income                                               20,847         16,978         67,314

Financial expenses, net                                        (4,241)        (1,732)       (11,472)
Other income (expenses), net                                      908            169         (5,326)
                                                           ----------     ----------     ----------
  Income before income taxes                                   17,514         15,415         50,516
Provisions for income taxes                                     4,604          3,987         16,335
                                                           ----------     ----------     ----------
                                                               12,910         11,428         34,181

Equity in net earnings (losses) of affiliated companies
and partnership *                                               2,267          1,042         (1,636)
Minority rights                                                  (709)           220            (58)
                                                           ----------     ----------     ----------
  Net income                                                   14,468         12,690         32,487
                                                           ==========     ==========     ==========

Earnings per share
  Basic net earnings per share                                   0.35           0.31           0.80
                                                           ==========     ==========     ==========
  Diluted net earnings per share                                 0.35           0.30           0.78
                                                           ==========     ==========     ==========



* Includes IPR&D write-off of $8,500 in 2005




                                   EXHIBIT 2



                               ELBIT SYSTEMS LTD.
                               ------------------
                              MANAGEMENT'S REPORT
                              -------------------
                      FOR THE QUARTER ENDED MARCH 31, 2006
                      ------------------------------------

         THIS  REPORT  SHOULD  BE READ  TOGETHER  WITH THE  UNAUDITED  FINANCIAL
         STATEMENTS  FOR THE QUARTER  ENDED MARCH 31, 2006 OF ELBIT SYSTEMS LTD.
         ("ELBIT SYSTEMS" OR THE "COMPANY"),  THE COMPANY'S AUDITED CONSOLIDATED
         FINANCIAL  STATEMENTS AND RELATED NOTES FOR THE YEAR ENDED DECEMBER 31,
         2005, THE COMPANY'S  MANAGEMENT  REPORT FOR THE YEAR ENDED DECEMBER 31,
         2005 AND THE COMPANY'S  FORM 20-F FOR THE YEAR ENDED DECEMBER 31, 2004,
         FILED BY THE COMPANY WITH THE U.S.  SECURITIES AND EXCHANGE  COMMISSION
         AND WITH THE ISRAELI SECURITIES AUTHORITY.

         FORWARD  LOOKING  STATEMENTS  WITH RESPECT TO THE  COMPANY'S  BUSINESS,
         FINANCIAL  CONDITION  AND RESULTS OF  OPERATIONS  IN THIS  DOCUMENT ARE
         SUBJECT TO RISKS AND  UNCERTAINTIES  THAT COULD CAUSE ACTUAL RESULTS TO
         DIFFER  MATERIALLY  FROM THOSE  CONTEMPLATED  IN SUCH  FORWARD  LOOKING
         STATEMENTS,  INCLUDING,  BUT NOT LIMITED TO, PRODUCT  DEMAND,  PRICING,
         MARKET ACCEPTANCE,  CHANGING ECONOMIC CONDITIONS,  RISKS IN PRODUCT AND
         TECHNOLOGY DEVELOPMENT, THE EFFECT OF THE COMPANY'S ACCOUNTING POLICIES
         AS WELL AS CERTAIN  OTHER RISK FACTORS  WHICH ARE DETAILED FROM TIME TO
         TIME IN THE COMPANY'S SEC FILINGS.

A.       EXECUTIVE OVERVIEW
         ------------------

         BUSINESS DESCRIPTION
         --------------------

         Elbit Systems and its  subsidiaries  (the "Group") operate in the areas
         of aerospace, land and naval systems, command, control, communications,
         computers,  intelligence,  surveillance and reconnaissance ("C(4)ISR"),
         advanced  electro-optic  and space  technologies,  EW suites,  airborne
         warning systems, ELINT systems, data links and military  communications
         systems  and  equipment.  The Group also  focuses on the  upgrading  of
         existing military platforms and developing new technologies for defense
         and homeland security applications.

         The Group  provides  support  services for the platforms it upgrades as
         well as the systems and  products it supplies.  In addition,  the Group
         provides a wide range of logistic support services, including operation
         of pilot  training  services  for the  Israeli  Air  Force on a private
         financing  initiative  basis.  Several of the  Group's  companies  also
         provide  advanced  engineering  and  manufacturing  services to various
         customers,  utilizing their significant manufacturing capabilities. The
         Group often  cooperates  with industries in Israel and in various other
         countries.

         The Group  tailors  and adapts its  technologies,  integration  skills,
         market   knowledge  and   battle-proven   systems  to  each  customer's
         individual   requirements  in  both  existing  and  new  platforms.  By
         upgrading existing platforms with advanced electronic and electro-optic
         technologies,   the  Group  provides   customers  with   cost-effective
         solutions,  and its customers  are able to improve their  technological
         and operational capabilities within limited defense budgets.

         The  Group  operates  in a  competitive  environment  for  most  of its
         projects,  systems and  products.  Competition  is based on product and
         program performance, price, reputation, reliability,  maintenance costs
         and responsiveness to customer requirements.  This includes the ability
         to respond to rapid changes in technology. In addition, its competitive
         position  sometimes is affected by specific  requirements in particular
         markets.


                                       1



         FINANCIAL HIGHLIGHTS
         --------------------

         The  financial  statements  of the  Company  include  consolidation  of
         Elisra's financial results, commencing December 1, 2005.

         The Company's revenues increased by 44.9% and reached $334.4 million in
         the first quarter of 2006,  as compared to $230.7  million in the first
         quarter of 2005.

         Net  earnings in the first  quarter of 2006 were $14.5  million and the
         diluted earnings per share were $0.35, as compared to $12.7 million and
         $0.30 in the first quarter of 2005.

         The Company's  backlog  increased by 5% and reached $3.52 billion as of
         March 31, 2006, as compared to $3.35 billion as of December 31, 2005.

         The Company's cash flow generated from  operations in the quarter ended
         March 31, 2006 was $75.4  million,  as compared to $49.6 million in the
         quarter ended March 31, 2005.

         The Board of  Directors  declared a dividend of $0.15 per share for the
         first quarter of 2006.

B.       BACKLOG OF ORDERS
         -----------------

         The  Company's  backlog of orders as of March 31, 2006  reached  $3,523
         million,  of which 73% were for orders outside of Israel. The Company's
         backlog as of December 31, 2005 was $3,347  million,  of which 72% were
         for orders outside of Israel.

         Approximately  62% of the  Company's  backlog  as of March 31,  2006 is
         scheduled to be performed in the following  three  quarters of 2006 and
         during  2007.  The  majority  of the 38%  balance  is  scheduled  to be
         performed in 2008 and 2009.

C.       CRITICAL ACCOUNTING POLICIES AND ESTIMATES
         ------------------------------------------

         The Company's  significant  accounting policies are described in Note 2
         to the audited  consolidated  financial  statements  for the year ended
         December 31, 2005.  See also the  Company's  management  report for the
         year ended December 31, 2005.


                                       2


D.       SUMMARY OF FINANCIAL RESULTS
         ----------------------------

         The  following  table  sets  forth  the   consolidated   statements  of
         operations  of the Company  and its  subsidiaries  for the  three-month
         periods ended March 31, 2006 and March 31, 2005.




                                                                                        For the three months ended
                                                                                                 March 31
                                                                              ----------------------------------------------
                                                                                      2006                        2005
                                                                              ------------------         -------------------
                                                                                 $            %             $             %
                                                                              -------       ----         -------        ----
                                                                         (In thousands of U.S. dollars, except per share data)


                                                                                                           
              Total revenues                                                  334,370      100.0         230,688       100.0

              Cost of revenues                                                246,830       73.8         169,126        73.3
                                                                              -------       ----         -------        ----

              Gross profit                                                     87,540       26.2          61,562        26.7
                                                                              -------       ----         -------        ----

              Research and Development (R&D) expenses                          28,578        8.5          19,900         8.6

              Less - participation                                            (7,140)      (2.1)         (4,734)       (2.0)
                                                                              -------       ----         -------        ----

              R&D expenses, net                                                21,438        6.4          15,166         6.6

              Marketing and selling expenses                                   26,248        7.8          16,646         7.2

              General and administrative expenses                              19,007        5.7          12,772         5.5
                                                                              -------       ----         -------        ----

                                                                               66,693       19.9          44,584        19.3
                                                                              -------       ----         -------        ----

              Operating  income                                                20,847        6.2          16,978         7.4

              Finance expenses, net                                           (4,241)      (1.3)         (1,732)       (0.8)

              Other income, net                                                   908        0.3             169         0.1
                                                                              -------       ----         -------        ----

              Income before taxes on income                                    17,514        5.2          15,415         6.7

              Taxes on income                                                   4,604        1.3           3,987         1.7
                                                                              -------       ----         -------        ----

                                                                               12,910        3.9          11,428         5.0
              Minority interest in losses (gains)
              of subsidiaries                                                    (709)      (0.2)            220         0.1
              Equity in net earnings of affiliated companies
              and partnership                                                   2,267        0.7           1,042         0.5
                                                                              -------       ----         -------        ----

              Net earnings                                                     14,468        4.3          12,690         5.5
                                                                              =======       ====         =======        ====

              Diluted earnings per share                                         0.35                       0.30
                                                                                 ====                       ====




                                       3





         FIRST QUARTER OF 2006 COMPARED WITH THE FIRST QUARTER OF 2005
         -------------------------------------------------------------

         REVENUES
         --------

         The Company's  consolidated  revenues  increased by 44.9%,  from $230.7
         million  in the first  quarter  of 2005 to $334.4  million in the first
         quarter of 2006.  The  increase in  revenues  was partly as a result of
         consolidating Elisra's reports, starting December 1, 2005.

         The following  table sets forth the Company's  revenue  distribution by
         areas of operation:



                                                                             Three-Month Period ended
                                                                   ------------------------------------------------
                                                                     March 31, 2006             March 31, 2005
                                                                   ----------------------     ---------------------
                                                                   $ millions           %     $ millions          %
                                                                                                   
         Airborne systems                                               138.6        41.5          101.0       43.8
         Land systems                                                    41.8        12.5           26.0       11.2
         C(4)ISR systems                                                 83.0        24.8           44.0       19.1
         Electro-optics                                                  44.1        13.2           43.2       18.7
         Other  (mainly non-defense engineering and
              production services)                                       26.9         8.0           16.5        7.2
                                                                        -----       -----          -----      -----
         Total                                                          334.4       100.0          230.7      100.0
                                                                        =====       =====          =====      =====


         The changes in revenues distribution by areas of operation,  other than
         ordinary  quarterly  fluctuations,  were in the area of C(4)ISR systems
         sales,  which increased mainly as a result of the revenues derived from
         the  Watchkeeper  project in the first  quarter of 2006.  The  revenues
         derived  from Elisra are  included in the  Company's  various  areas of
         operation.  Elisra's EW systems  revenues  are included in the Airborne
         systems area of operation.

         The following  table sets forth the Company's  distribution of revenues
         by geographical regions:



                                                                             Three-Month Period ended
                                                                   ------------------------------------------------
                                                                     March 31, 2006             March 31, 2005
                                                                   ----------------------     ---------------------
                                                                   $ millions           %     $ millions          %
                                                                                                   
         Israel                                                          94.2        28.2           67.2       29.1
         United States                                                  111.0        33.2           89.5       38.8
         Europe                                                          54.6        16.3           16.2        7.0
         Other countries                                                 74.6        22.3           57.8       25.1
                                                                         ----        ----           ----       ----
         Total                                                          334.4       100.0          230.7      100.0
                                                                        =====       =====          =====      =====


         The Company's  sales are primarily to  governmental  entities and prime
         contractors under government defense programs.  Accordingly,  the level
         of  the  Company's  revenues  is  subject  to  governmental   budgetary
         constraints.

         The changes in revenues by geographic distribution, other than standard
         quarterly fluctuations,  were in the revenues from customers in Europe,
         which  increased from $16.2 million to $54.6  million,  due mainly as a
         result of the  revenues  derived  from the  Watchkeeper  project in the
         first quarter of 2006.


                                       4


         GROSS PROFIT
         ------------

         Gross profit in the quarter ended March 31, 2006 was $87.5 million,  as
         compared to $61.6  million in the quarter  ended  March 31,  2005.  The
         gross profit margin in the first quarter of 2006 was 26.2%, as compared
         to 26.7% in the first quarter of 2005.

         RESEARCH AND DEVELOPMENT ("R&D")
         --------------------------------

         The Company continually invests in R&D in order to maintain and further
         advance its technologies, in accordance with a long-term plan, based on
         its estimate of future market needs.

         The Company's R&D included  programs  which are  coordinated  with, and
         partially  funded by, third parties,  including the Israeli Ministry of
         Defense  ("IMOD"),  the  Office  of the  Chief  Scientist  ("OCS")  and
         bi-national and European  Development  funds.  The R&D was performed in
         all major  areas of core  technological  activities  of the Company and
         mainly  in  the  areas  of  advanced  airborne  systems,  cutting  edge
         electro-optics   technology  and  products  for  surveillance,   aerial
         reconnaissance,  lasers,  space  based  sensors and  homeland  security
         technologies and products.  The Company experienced  increased IMOD and
         OCS participation in these programs.

         Gross R&D expenses in the quarter  ended March 31, 2006  totaled  $28.6
         million  (8.5% of  revenues),  as  compared to $19.9  million  (8.6% of
         revenues) in the quarter ended March 31, 2005.

         The increase in R&D expenses  resulted mainly from the consolidation of
         Elisra's  results and projects  initiated during 2005, which involved a
         high  level  of  R&D   activities   and   corresponding   third   party
         participations.

         Net R&D expenses (after reduction of third party  participation) in the
         quarter  ended March 31, 2006 totaled $21.4 million (6.4% of revenues),
         as compared to $15.2  million  (6.6% of revenues) in the quarter  ended
         March 31, 2005.

         MARKETING AND SELLING EXPENSES
         ------------------------------

         The Company  maintains its  activities  in  developing  new markets and
         pursues at any given time various business  opportunities  according to
         the Company's plan.

         Marketing and selling expenses in the quarter ended March 31, 2006 were
         $26.2 million (7.8% of revenues), as compared to $16.6 million (7.2% of
         revenues) in the quarter ended March 31, 2005.

         The  increase  in  marketing  and  expenses  was  mainly as a result of
         consolidating Elisra's reports starting December 1, 2005.

         GENERAL AND ADMINISTRATIVE ("G&A") EXPENSES
         -------------------------------------------

         G&A expenses were $19.0 million (5.7% of revenues) in the quarter ended
         March 31, 2006,  as compared to $12.8 million (5.5% of revenues) in the
         quarter ended March 31, 2005.

         The increase in G&A  expenses  was mainly as a result of  consolidating
         Elisra's reports starting December 1, 2005.


                                       5



         FINANCE EXPENSE (NET)
         ---------------------

         Net  finance  expense  in the  quarter  ended  March 31,  2006 was $4.2
         million,  as  compared to $1.7  million in the quarter  ended March 31,
         2005.

         The increase in the net finance  expense  resulted mainly from a higher
         level of long-term loans and an increase in interest rates.

         TAXES ON INCOME
         ---------------

         Provision  for  taxes in the  quarter  ended  March  31,  2006 was $4.6
         million  (effective tax rate of 26.3%),  as compared to a provision for
         taxes of $4.0  million  (effective  tax rate of 25.9%)  in the  quarter
         ended March 31, 2005.

         The Company's tax rate  represents a weighted  average of the tax rates
         to which the various companies in the Group are subject.  The change in
         the  effective  tax rate is  attributable  mainly to the mix of the tax
         rates in the various tax  jurisdictions in which the Group's  companies
         generating the taxable income operate.

         COMPANY'S SHARE IN EARNINGS OF AFFILIATED ENTITIES
         --------------------------------------------------

         In the first quarter of 2006 the Company had net income of $2.3 million
         from its share in earnings of affiliated companies and partnerships, as
         compared to $1.0 million in the first quarter of 2005.

         The companies and partnerships,  in which the Company holds 50% or less
         in shares or voting rights and are therefore  not  consolidated  in its
         financial  statements,  operate in complementary areas to the Company's
         core business activities,  including  electro-optics,  airborne systems
         and communications.

         NET EARNINGS AND EARNINGS PER SHARE ("EPS")
         -------------------------------------------

         Net  earnings  in the quarter  ended March 31, 2006 were $14.5  million
         (4.3% of revenues),  as compared to net earnings of $12.7 million (5.5%
         of  revenues) in the quarter  ended March 31, 2005.  Diluted EPS in the
         quarter  ended  March 31,  2006 was $0.35,  as compared to $0.30 in the
         quarter ended March 31, 2005.

         The number of shares used for computation of diluted EPS in the quarter
         ended March 31, 2006 was 41,736 thousand shares,  as compared to 41,617
         thousand shares in the quarter ended March 31, 2005.

E.       LIQUIDITY AND CAPITAL RESOURCES
         -------------------------------

         The Company's net cash flow generated from operating  activities in the
         quarter ended March 31, 2006 was $75.4 million,  resulting  mainly from
         net income and advances received from customers.  The cash inflows were
         partially offset, mainly by an increase in inventories.

         Net cash flow used for investment activities in the quarter ended March
         31, 2006 was $13.0  million,  which was used mainly for  procurement of
         various assets and equipment.

         Net cash flow used for financing  activities in the quarter ended March
         31,  2006 was $68.7  million,  which was used mainly for  repayment  of
         long-term loans.


                                       6



         On March 31, 2006,  the Company had total  borrowings  in the amount of
         $193.5 million, including $161.3 million in long-term loans, and $688.6
         million in guarantees issued on its behalf by banks,  mainly in respect
         of advance payment and performance  guarantees  provided in the regular
         course of business.  On March 31, 2006,  the Company had a cash balance
         amounting to $87.6 million.

         As of March 31, 2006, the Company had working capital of $179.0 million
         and its current ratio was 1.26.

F.       DERIVATIVES AND HEDGES
         ----------------------

         Market risks relating to the Company's operations result primarily from
         changes in interest  rates and exchange  rates.  The Company  typically
         uses financial  instruments to limit its exposure to those changes. The
         Company also typically enters into forward contracts in connection with
         transactions that are denominated in currencies other than U.S. dollars
         and New  Israeli  Shekels  ("NIS").  The Company may enter from time to
         time into forward contracts related to NIS, based on market conditions.

         On March 31, 2006,  the Company's  liquid assets were comprised of bank
         deposits,  and it had no investments in liquid equity  securities  that
         were subject to market  fluctuations,  except for its  shareholdings in
         Tadiran  Communications Ltd. The Company's deposits and loans are based
         on variable  interest  rates,  and their value as of March 31, 2006 was
         therefore  not exposed to changes in interest  rates.  Should  interest
         rates either increase or decrease, such change may affect the Company's
         results of operations due to changes in the cost of the liabilities and
         the return on the assets that are based on variable rates.

         The  Company's  functional  currency is the U.S.  dollar.  On March 31,
         2006, the Company had exposure due to liabilities denominated in NIS of
         $60 million in excess of its NIS denominated assets.  These liabilities
         represent mostly wages and trade payables.  The amount of the Company's
         exposure to the changes in the  NIS-U.S.  dollar  exchange  rate varies
         from time to time.

         Most of the Company's  assets and liabilities  which are denominated in
         currencies  other than the NIS and the U.S.  dollar were  covered as of
         March 31, 2006 by forward contracts. On March 31, 2006, the Company had
         forward contracts for the sale and purchase of such foreign  currencies
         totaling $289 million ($93 million in Euro,  $191 million in GBP and $5
         million in other currencies).  The financial  derivative  activities in
         the  first  quarter  of 2006  resulted  in an  unrealized  net  gain of
         approximately $3.2 million,  which was recorded as other  comprehensive
         income.

         On March 31, 2006, the Company had options for hedging future cash flow
         denominated in NIS in the amount of $14 million.  The fair market value
         of the options as of March 31, 2006 was not material.

G.       DIVIDENDS
         ---------

         The Board of Directors declared on May 15, 2006 a dividend of $0.15 per
         share.

                                    * * * * *


                                    EXHIBIT 3



--------------------------------------------------------------------------------
                    ELBIT SYSTEMS LTD. AND ITS SUBSIDIARIES
--------------------------------------------------------------------------------

                         CONDENSED INTERIM CONSOLIDATED

                              FINANCIAL STATEMENTS

                              AS OF MARCH 31, 2006
                              --------------------

                                   (Unaudited)

                         (In thousands of U.S. dollars)











--------------------------------------------------------------------------------
                     ELBIT SYSTEMS LTD. AND ITS SUBSIDIARIES
--------------------------------------------------------------------------------









                                 C O N T E N T S
                                 ---------------

                                                                        P A G E
                                                                        -------

CONSOLIDATED FINANCIAL STATEMENTS

    Consolidated Balance Sheets                                          2 - 3

    Consolidated Statements of Income                                      4

    Consolidated Statements of Changes in Shareholder's Equity            5-6

    Consolidated Statements of Cash Flows                                 7-8

    Notes to the Consolidated Financial Statements                        9-11



                                   # # # # # #













                                        ELBIT SYSTEMS LTD.  AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U. S. dollars (In thousands)




                                                                    MARCH 31,   DECEMBER 31,
                                                                      2006          2005
                                                                   ----------    ----------
                                                                  (UNAUDITED)    (AUDITED)
                                                                   ----------    ----------
                                                                           
CURRENT ASSETS:
Cash and cash equivalents                                          $   87,569    $   93,887
Short-term bank deposits                                                  454           742
Trading securities                                                      2,236         2,282
Trade receivables, (net of allowance for doubtful
    accounts in the amount of $3,038 and $3,221 as of March 31,
    2006 and December 31, 2005, respectively)                         344,106       346,689
Other receivables and prepaid expenses                                 75,218        67,096
Inventories, net of advances                                          350,493       328,428
                                                                   ----------    ----------
Total current assets                                                  860,076       839,124
                                                                   ----------    ----------

INVESTMENTS AND LONG-TERM RECEIVABLES:
Investments in affiliated companies and a partnership                 197,496       194,994
Investments in other companies                                          6,345         6,345
Compensation receivable in respect of fire damages, net                15,530        15,530
Long-term bank deposits and trade receivables                           5,581         2,457
Severance pay fund                                                    135,716       133,570
                                                                   ----------    ----------
                                                                      360,668       352,896
                                                                   ----------    ----------

PROPERTY, PLANT AND EQUIPMENT,  NET                                   285,979       284,997
                                                                   ----------    ----------



INTANGIBLE ASSETS:
Goodwill                                                               63,957        63,957
Other intangible assets, net                                           76,701        78,771
                                                                   ----------    ----------
                                                                      140,658       142,728
                                                                   ----------    ----------

                                                                   $1,647,381    $1,619,745
                                                                   ==========    ==========



 The accompanying notes are an integral part of the consolidated financial
                                   statements


                                      -2-


                                         ELBIT SYSTEMS LTD. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U. S. dollars (In thousands)



                                                                                 MARCH 31,     DECEMBER 31,
                                                                                   2006           2005
                                                                               -----------     -----------
                                                                               (UNAUDITED)      (AUDITED)
                                                                               -----------     -----------
                                                                                         
CURRENT LIABILITIES:
Short-term bank credit and loans                                               $    25,300     $    30,296
Current maturities of long-term loans                                                6,862           7,355
Trade payable                                                                      140,278         120,260
Dividend payable                                                                     5,818               -
Other payables and accrued expenses                                                227,521         216,539
Customers advances and amounts in excess of
    costs incurred on contracts in progress                                        273,072         237,718
                                                                               -----------     -----------
Total current liabilities                                                          678,851         612,168
                                                                               -----------     -----------

LONG-TERM LIABILITIES:
Long-term loans                                                                    161,296         224,982
Advances from customers                                                            140,341         122,263
Deferred income taxes                                                               30,324          31,424
Accrued termination liability                                                      164,936         165,224
                                                                               -----------     -----------
                                                                                   496,897         543,893
                                                                               -----------     -----------


MINORITY INTERESTS                                                                  13,570          12,907
                                                                               -----------     -----------

SHAREHOLDERS' EQUITY:
Share capital
Ordinary  shares  of  New  Israeli  Shekels  (NIS)  1 par  value;
    Authorized - 80,000,000  shares as of March 31, 2006
    and  December 31, 2005;
    Issued-41,451,613 and 41,375,545 shares as of March 31,
       2006 and December 31, 2005 respectively;
    Outstanding - 41,042,692 and 40,966,624 shares as of March 31, 2006 and
       December 31, 2005, respectively                                              11,653          11,636
Additional paid-in capital                                                         279,039         278,679
Accumulated other comprehensive loss                                                (3,081)         (1,340)
Retained earnings                                                                  174,773         166,123
Treasury shares - 408,921 shares as of March 31, 2006 and
   December 31, 2005                                                                (4,321)         (4,321)
                                                                               -----------     -----------
                                                                                   458,063         450,777
                                                                               -----------     -----------
                                                                               $ 1,647,381     $ 1,619,745
                                                                               ===========     ===========



 The accompanying notes are an integral part of the consolidated financial
                                   statements


                                      -3-


                                         ELBIT SYSTEMS LTD. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
--------------------------------------------------------------------------------
U. S. dollars (In thousands, except share and per share data)



                                                              THREE MONTHS ENDED
                                                                    MARCH 31,             YEAR ENDED
                                                          ---------------------------     DECEMBER 31,
                                                              2006            2005           2005
                                                          -----------     -----------     -----------
                                                                   (UNAUDITED)             (AUDITED)
                                                          ---------------------------     -----------

                                                                                 
Revenues                                                  $   334,370     $   230,688     $ 1,069,876
Cost of revenues                                              246,830         169,126         786,616
Restructuring expenses                                              -               -           3,488
                                                          -----------     -----------     -----------
           Gross profit                                        87,540          61,562         279,772
                                                          -----------     -----------     -----------

Research and development costs, net                            21,438          15,166          71,903
Marketing and selling expenses                                 26,248          16,646          78,648
General and administrative expenses                            19,007          12,772          54,417
In process research and development write-off                       -               -           7,490
                                                          -----------     -----------     -----------
                                                               66,693          44,584         212,458
                                                          -----------     -----------     -----------

      Operating income                                         20,847          16,978          67,314

Financial expenses, net                                        (4,241)         (1,732)        (11,472)
Other income (expenses), net                                      908             169          (5,326)
                                                          -----------     -----------     -----------
      Income before taxes on income                            17,514          15,415          50,516
Taxes on income                                                 4,604           3,987          16,335
                                                          -----------     -----------     -----------
                                                               12,910          11,428          34,181
Equity in net earnings of affiliated companies and
   partnership                                                  2,267          *1,042          (1,636)
Minority interests in losses (earnings) of
   subsidiaries                                                  (709)            220             (58)
                                                          -----------     -----------     -----------
      Net income                                          $    14,468     *$   12,690     $    32,487
                                                          ===========     ===========     ===========

Earnings per share

   Basic net earnings per share                           $      0.35     *$     0.31     $      0.80
                                                          ===========     ===========     ===========
   Diluted net earnings per share                         $      0.35     *$     0.30     $      0.78
                                                          ===========     ===========     ===========
   Number of shares used in computation of basic net
   earnings per share                                          41,010          40,645          40,750
                                                          ===========     ===========     ===========
   Number of shares used in computation of diluted net
   earnings per share                                          41,736          41,617          41,623
                                                          ===========     ===========     ===========




* Restated see Note 1B.

 The accompanying notes are an integral part of the consolidated financial
                                   statements


                                      -4-




                                                                                            ELBIT SYSTEMS LTD. AND ITS SUBSIDIARIES

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
-----------------------------------------------------------------------------------------------------------------------------------
U. S. dollars (In thousands, except share and per share data)

                                                                                                      ACCUMULATED
                                                     NUMBER OF                     ADDITIONAL            OTHER
                                                   OUTSTANDING       SHARE          PAID-IN          COMPREHENSIVE      RETAINED
                                                      SHARES        CAPITAL         CAPITAL              LOSS           EARNINGS
                                                  -------------    -----------    -------------    ----------------    ------------
                                                                                                         
 BALANCE AS OF JANUARY 1, 2005
    (AUDITED)                                      40,561,026         $ 11,548      $ 274,432         $ (4,742)          $ 155,267
 Exercise of options                                  405,598               88          3,423                -                   -
 Tax benefit in respect of options exercised                -                -            652                -                   -
 Stock based compensation                                   -                -            172                -                   -
 Dividends paid                                             -                -              -                -             (21,631)
 Other comprehensive income
   (loss) net of tax:
 Unrealized gains on derivative instruments                 -                -              -            6,412                   -
 Foreign currency translation differences                   -                -              -             (924)                  -
 Minimum pension liability adjustment                       -                -              -           (2,086)                  -
 Net income                                                 -                -              -                -              32,487
                                                  -------------    -----------    -------------    ----------------    ------------
 Total comprehensive income

 BALANCE AS OF DECEMBER 31, 2005
   (AUDITED)                                       40,966,624         $ 11,636      $ 278,679         $ (1,340)          $ 166,123
 Exercise of options                                   76,068               17            438                -                   -
 Tax benefit in respect of options exercised                -                -            (78)               -                   -
 Dividends declared                                         -                -              -                -              (5,818)
 Other comprehensive income
   (loss), net of tax:
 Unrealized losses on derivative
    instruments                                             -                -              -           (1,788)                  -
 Foreign currency translation differences                   -                -              -               77                   -
 Minimum pension liability adjustment                       -                -              -              (30)                  -
 Net income                                                 -                -              -                -              14,468
                                                  -------------    -----------    -------------    ----------------    ------------
 Total comprehensive income

 BALANCE AS OF MARCH 31, 2006
   (UNAUDITED)                                     41,042,692         $ 11,653      $ 279,039         $ (3,081)          $ 174,773
                                                  =============    ===========    =============    ================    ============

 
                                                                       TOTAL              TOTAL
                                                   TREASURY        SHAREHOLDERS'      COMPREHENSIVE
                                                    SHARES            EQUITY              INCOME
                                                  ------------    --------------    -----------------
                                                                           
 BALANCE AS OF JANUARY 1, 2005
   (AUDITED)                                         $ (4,321)      $ 432,184
 Exercise of options                                        -           3,511
 Tax benefit in respect of options exercised                -             652
 Stock based compensation                                   -             172
 Dividends paid                                             -         (21,631)
 Other comprehensive income
   (loss) net of tax:
 Unrealized gains on derivative instruments                 -           6,412             6,412
 Foreign currency translation differences                   -            (924)             (924)
 Minimum pension liability adjustment                       -          (2,086)           (2,086)
 Net income                                                 -          32,487            32,487
                                                  ------------    --------------    -----------------
 Total comprehensive income                                                            $ 35,889
                                                                                    =================
 BALANCE AS OF DECEMBER 31, 2005
   (AUDITED)                                         $ (4,321)      $ 450,777
 Exercise of options                                        -             455
 Tax benefit in respect of options exercised                -             (78)
 Dividends declared                                         -          (5,818)
 Other comprehensive income
   (loss), net of tax:
 Unrealized losses on derivative
    instruments                                             -          (1,788)           (1,788)
 Foreign currency translation differences                   -              77                77
 Minimum pension liability adjustment                       -             (30)              (30)
 Net income                                                 -          14,468            14,468
                                                  ------------    --------------   -----------------
 Total comprehensive income                                                            $ 12,727
                                                                                   =================
 BALANCE AS OF MARCH 31, 2006
   (UNAUDITED)                                       $ (4,321)      $ 458,063
                                                  ============    ==============



               The accompanying notes are an integral part of the
                       consolidated financial statements.


                                      -5-



                                                                                             ELBIT SYSTEMS LTD. AND ITS SUBSIDIARIES

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (CONT.)
------------------------------------------------------------------------------------------------------------------------------------
U. S. dollars (In thousands, except share and per share data)

                                                                                                  ACCUMULATED
                                                NUMBER OF                      ADDITIONAL            OTHER
                                               OUTSTANDING       SHARE          PAID-IN          COMPREHENSIVE      RETAINED
                                                 SHARES         CAPITAL         CAPITAL          INCOME (LOSS)      EARNINGS
                                              ------------    -------------   -------------    ----------------    ------------
                                                                                                      
BALANCE AS OF JANUARY 1, 2005
  (AUDITED)                                    40,561,126        $ 11,548       $ 274,432         $ (4,742)          $ 155,267
Exercise of options                               121,816              28           1,047                -                   -
Tax benefit in respect of options exercised             -               -             287                -
    Stock-based compensation                            -               -               -              212                   -
Dividends paid                                          -               -               -                               (5,296)
Unrealized gains on derivative instruments                                                            (425)
Foreign currency translation differences                -               -               -             (175)                  -
Net income                                              -               -               -                -              12,690
                                              ------------    -------------   -------------    ----------------    ------------
Total comprehensive income

BALANCE AS OF MARCH 31, 2005
  (UNAUDITED) (*)                              40,682,942        $ 11,576       $ 275,766         $ (5,130)          $ 162,661
                                              ============    =============   =============    ================    ============


                                                                   TOTAL           TOTAL OTHER
                                               TREASURY        SHAREHOLDERS'      COMPREHENSIVE
                                                SHARES             EQUITY             INCOME
                                              ------------    ---------------   -----------------
                                                                        
BALANCE AS OF JANUARY 1, 2005
  (AUDITED)                                      $ (4,321)      $ 432,184
Exercise of options                                     -           1,075
Tax benefit in respect of options exercised             -             287
    Stock-based compensation                            -             212               212
Dividends paid                                          -          (5,296)
Unrealized gains on derivative instruments                           (425)             (425)
Foreign currency translation differences                -            (175)             (175)
Net income                                              -          12,690            12,690
                                              ------------    ---------------   -----------------
Total comprehensive income                                                          $12,302
                                                                                =================
 BALANCE AS OF MARCH 31, 2005
  (UNAUDITED) (*)                                $ (4,321)      $ 440,552
                                              ============    ===============


* Restated see Note 1B.

               The accompanying notes are an integral part of the
                       consolidated financial statements.



                                      -6-




                                                                                            ELBIT SYSTEMS LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------------------------------------------------------------------------------------------
U. S. dollars (In thousands)
                                                                                       THREE MONTHS ENDED
                                                                                            MARCH 31,           YEAR ENDED
                                                                                     -----------------------    DECEMBER 31,
                                                                                        2006        **2005         2005
                                                                                     ---------     ---------     ---------
                                                                                           (UNAUDITED)           (AUDITED)
                                                                                     -----------------------     ---------
                                                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                                         $  14,468     $  12,690     $  32,487
  Adjustments to reconcile net income to net cash provided by operating
     activities:
  Depreciation and amortization                                                         14,649        10,794        57,718
  Purchased in process R&D                                                                   -             -         7,490
  Stock based compensation                                                                   -             -           172
  Deferred income taxes                                                                 (1,698)         (527)        6,551
  Accrued severance pay, net                                                            (2,464)       (2,114)       (6,707)
  Gain on sale of property, plant and equipment                                           (231)         (250)         (731)
  Tax benefit in respect of options exercised                                                -           287           652
  Minority interests in earnings (losses) of subsidiaries                                  709          (220)           58
  Equity in net losses (earnings) of affiliated companies and partnership, net of
     dividend received (*)                                                              (1,736)          (42)       13,805
  Changes in operating assets and liabilities:
  Decrease (increase) in short and long-term receivables and prepaid expenses           (9,806)        5,978       (43,420)
  Increase in inventories                                                              (20,933)      (28,778)      (43,679)
  Increase (decrease) in trade payable, other payables and accrued expenses             30,251       (21,197)      (37,859)
  Increase in advances received from customers                                          52,300        72,897       202,450
  Settlement of royalties with the Office of the Chief Scientist                             -             -        (1,371)
  Other adjustments                                                                        (98)           45             -
                                                                                     ---------     ---------     ---------
  Net cash provided by operating activities                                             75,411        49,563       187,616
                                                                                     ---------     ---------     ---------


CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property, plant and equipment                                            (14,628)      (15,235)      (58,735)
  Acquisition of  subsidiaries and businesses (Schedule A)                                   -          (318)      (28,331)
  Investments in affiliated companies                                                        -        (9,681)     (160,861)
  Proceeds from sale of property, plant and equipment                                    1,323           829         2,712
  Proceeds from sale of investment                                                           -         3,100         3,100
  Investment in long-term bank deposits                                                   (215)         (359)       (1,089)
  Proceeds from sale of long-term bank deposits                                            168           535         1,501
  Short-term bank deposits, net                                                            334          (525)           (4)
                                                                                     ---------     ---------     ---------
  Net cash used in investing activities                                                (13,018)      (21,654)     (241,707)
                                                                                     ---------     ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from exercise of options                                                        455         1,075         3,511
  Repayment of long-term bank loans                                                    (82,031)      (12,613)      (85,035)
  Receipt of long-term bank loans                                                       18,353             -       216,500
  Dividends paid                                                                             -             -       (21,631)
  Change in short-term bank credit and loans, net                                       (5,488)         (871)          524
                                                                                     ---------     ---------     ---------
  Net cash provided by (used in) financing activities                                  (68,711)      (12,409)      113,869
                                                                                     ---------     ---------     ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                    (6,318)       15,500        59,778

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD                                93,887        34,109        34,109
                                                                                     ---------     ---------     ---------
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD                                   $  87,569     $  49,609     $  93,887
                                                                                     =========     =========     =========
* Dividend received                                                                  $     500     $   1,000     $  12,169
                                                                                     =========     =========     =========




** Restated see Note 1B.

               The accompanying notes are an integral part of the
                       consolidated financial statements.


                                      -7-




                                                                                          ELBIT SYSTEMS LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
-----------------------------------------------------------------------------------------------------------------------------------
U. S. dollars (In thousands)

                                                                THREE MONTHS ENDED      YEAR ENDED
                                                                      MARCH 31,         DECEMBER 31,
                                                               ---------------------     --------
                                                                 2006         2005         2005
                                                               --------     --------     --------
                                                                    (UNAUDITED)          (AUDITED)
                                                               ---------------------     --------
                                                                                
 SUPPLEMENTARY CASH FLOWS ACTIVITIES:

Cash paid during the period for:
Income taxes                                                   $  4,218     $  4,818     $ 21,475
                                                               ========     ========     ========

Interest                                                       $  4,930     $  1,695     $ 13,151
                                                               ========     ========     ========


SCHEDULE A:
Subsidiaries and businesses acquired

Estimated net fair value of assets acquired and liabilities
 assumed at the date of acquisition assumed:

Working capital, net (excluding cash and cash equivalents)            -     $ (3,281)    $ 39,273
Property, plant and equipment                                         -            -      (28,875)
Other long-term assets                                                -            -      (74,363)
Goodwill and other intangible assets                                  -       (1,514)     (53,291)
In process R&D                                                        -            -       (7,490)
Deferred income taxes                                                 -            -        5,404
Long-term liabilities                                                 -        4,477       82,730
Minority interest                                                     -            -        8,281
                                                               --------     --------     --------
                                                                      -     $   (318)    $(28,331)
                                                               ========     ========     ========


               The accompanying notes are an integral part of the
                       consolidated financial statements.


                                      -8-


                                         ELBIT SYSTEMS LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
--------------------------------------------------------------------------------
U. S. dollars (In thousands)

NOTE 1 -      GENERAL

              A.     The accompanying financial statements have been prepared in
                     a condensed  format as of March 31, 2006, and for the three
                     months then ended in  accordance  with  generally  accepted
                     accounting  principles  in the United  States  )U.S.  GAAP(
                     relating to the  preparation  of financial  statements  for
                     interim  periods.  Accordingly,   certain  information  and
                     footnote   disclosures   normally   included  in  financial
                     statements  prepared in accordance with generally  accepted
                     accounting  principles  in the United  States but which are
                     not  required  for interim  reporting  purposes,  have been
                     condensed  or  omitted.  See Note 4 for the  reconciliation
                     from U.S. GAAP to accounting  principles generally accepted
                     in Israel (Israeli GAAP).

                     These  statements  should be read in  conjunction  with the
                     Company's  annual  financial  statements  and  accompanying
                     notes as of December 31, 2005.

                     The interim financial  statements  reflect all adjustments,
                     which are, in the opinion of  management,  necessary  for a
                     fair  presentation.  All such  adjustments were of a normal
                     recurring  nature.  Reclassifications  have  been  made  to
                     comparative  data in the balance  sheet as of December  31,
                     2005  in   order  to   conform   to  the   current   year's
                     presentation.

                     Operating  results  for the three  months  ended  March 31,
                     2006,  are not  necessarily  indicative of the results that
                     may be expected for the year ending December 31, 2006.

              B.     During  2004,  the  Company   acquired  4.3%  of  Tadiran's
                     outstanding  shares  on the  Tel  Aviv  Stock  Exchange  in
                     consideration for $15,900. In 2004 and in the first quarter
                     of 2005 the  investment  in Tadiran's  shares was accounted
                     for as available-for-sale securities.

                     In the first and the second  quarters of 2005,  the Company
                     acquired additional 17% of Tadiran's  outstanding shares in
                     consideration for $74,100.

                     As a result of the  acquisition  in the  second  quarter of
                     2005,   the  Company  was  able  to  exercise   significant
                     influence  on  Tadiran.  In  accordance  with APB 18,  "The
                     Equity  Method  of  Accounting  for  Investments  in Common
                     Stock",  the  Company's  interest  in  Tadiran,  which  was
                     previously accounted for as available-for-sale  securities,
                     was  accounted  retroactively  under the  equity  method of
                     accounting ("step-by-step  acquisition").  Implementing the
                     step-by-step  acquisition  method resulted in an adjustment
                     of the Company's financial statements for the first quarter
                     of 2005, in which the  Company's  investment in Tadiran was
                     accounted for as available-for-sale securities.

                    The following are the effects of the adjustments on the
                    consolidated statement of income:



                                                                                         Three months ended March 31, 2005
                                                                                     ---------------------------------------
                                                                                       As           Effect of          As
                                                                                     reported       adjustments     adjusted
                                                                                     --------       -----------     --------
                                                                                                          
                     Equity in net earnings of affiliated companies
                     and partnership                                                  $ 1,493          $  (451)      $ 1,042
                     Net income                                                        13,141             (451)       12,690
                     Basic net earnings per share                                        0.32            (0.01)         0.31
                     Diluted net earnings per share                                    $ 0.32          $ (0.02)      $  0.30



                                      -9-


                                         ELBIT SYSTEMS LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
--------------------------------------------------------------------------------
U. S. dollars (In thousands)

NOTE 2 -      SIGNIFICANT ACCOUNTING POLICIES

              A.    The  significant   accounting   policies   followed  in  the
                    preparation  of  these  statements  are  identical  to those
                    applied  in  preparation  of  the  latest  annual  financial
                    statements,  except for the adoption of FASB  Statement  No.
                    123  (revised  2004),   "Share-Based  Payments"  ("Statement
                    123(R)") as follows:

                    Through December 31, 2005 the Company adopted the fair value
                    based  method of  recording  stock  options for all employee
                    stock   option   grants   consistent   with  SFAS  No.  123,
                    "Accounting for Stock-Based  Compensation"  (SFAS No. 123").
                    Effective   January  1,  2006,   the  Company   adopted  the
                    provisions   of   Statement   123(R),   using  the  modified
                    prospective  method. The adoption of Statement 123(R) had an
                    immaterial  effect on the Company's  financial  position and
                    results of operations.

              B.    The accompanying  financial statements have been prepared in
                    U.S.  dollars since the  functional  currency of the primary
                    economic  environment  in which the  operations of the Group
                    (which includes Elbit Systems Ltd. and its subsidiaries) are
                    conducted is the U.S. dollar.

NOTE 3 -      INVENTORIES, NET OF ADVANCES



                                                                                        MARCH 31,      DECEMBER 31,
                                                                                          2006             2005
                                                                                        ---------         ---------
                                                                                       (UNAUDITED)       (AUDITED)
                                                                                        ---------         ---------
                                                                                                   
              Cost of long-term contracts in progress                                   $ 323,920         $ 311,800
              Raw materials                                                                88,533            84,343
              Advances to suppliers and subcontractors                                     45,733            40,095
                                                                                        ---------         ---------
                                                                                          458,186           436,238
               Less - Cost incurred on contracts in progress
                   deducted from customer advances                                         20,299            16,178
                                                                                        ---------         ---------
                                                                                          437,887           420,060
               Less -Advances received from customers                                      78,830            84,083
                        Provision for losses                                                8,564             7,549
                                                                                        ---------         ---------
                                                                                        $ 350,493         $ 328,428
                                                                                        =========         =========


                                      -10-


                                         ELBIT SYSTEMS LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
--------------------------------------------------------------------------------
U. S. dollars (In thousands)

NOTE 4 -      RECONCILIATION TO ISRAELI GAAP

              As  described  in Note  1,  the  Company  prepares  its  financial
              statements in accordance  with U.S.  GAAP. See Note 23 to the 2005
              annual  financial  statements for a description of the differences
              between U.S. GAAP and Israeli GAAP in respect to the Company.  The
              effects of the  differences  between U.S. GAAP and Israeli GAAP on
              the Company's financial statements are detailed below.

              A. Effect on net income



                                                            THREE MONTHS ENDED     YEAR ENDED
                                                                MARCH 31,          DECEMBER 31,
                                                          ---------------------     --------
                                                            2006         2005         2005
                                                          --------     --------     --------
                                                               (UNAUDITED)          (AUDITED)
                                                          ---------------------     --------
                                                                           
                  Net income as reported according to
                      according to U.S. GAAP              $ 14,468     $ 12,690     $ 32,487

                  Adjustments to Israeli GAAP                 (633)      (1,522)      (9,637)
                                                          --------     --------     --------

                  Net income according to Israeli GAAP    $ 13,835     $ 11,168     $ 22,850
                                                          ========     ========     ========

               B. Effect on shareholders' equity

                                                                                 AS PER
                                                      AS REPORTED  ADJUSTMENTS ISRAELI GAAP
                                                       ---------    --------     --------
                  AS OF MARCH 31, 2006 (UNAUDITED)
                   Shareholders' equity                $ 458,063    $(19,912)    $438,151
                                                       =========    ========     ========

                  AS OF DECEMBER 31, 2005 (AUDITED)
                   Shareholders' equity                $ 450,777    $(19,279)    $431,498
                                                       =========    ========     ========


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