Elbit Systems — Major Shareholding Notification 2005

Feb 10, 2005

SC 13G/A 1 body.htm ELBIT SYSTEMS SC 13G-A 12.31.2004 Elbit Systems SC 13G-A 12.31.2004 Licensed to: EDGARfilings Ltd. Document Created using EDGARIZER HTML Copyright 2004 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 2)*

| ELBIT
SYSTEMS LTD. |
| --- |
| (Name
of Issuer) Ordinary
Shares, NIS 1.00 nominal value per share |
| (Title
of Class of Securities) M3760D101 |
| (CUSIP
Number) December
31, 2004 |
| (Date
of Event Which Requires Filing of this
Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 5

CUSIP No. M3760D101 13G/A Page 2 ---------- of ----------5 Page

| 1 | Names
of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities
Only) Bank
Hapoalim B.M. (on behalf of its mutual funds and provident
funds) | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group (a) ( See Instructions) (b) | |
| 3 | SEC
Use Only | |
| 4 | Citizenship
or Place of Organization Israel | |
| Number
of Shares Beneficially Owned
by Each Reporting Person
With | 5 | Sole
Voting Power N/A |
| | 6 | Shared
Voting Power N/A |
| | 7 | Sole
Dispositive Power 2,302,864.20 |
| | 8 | Shared
Dispositive Power N/A |
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,302,864.20 | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ( See Instructions) | |
| 11 | Percent
of Class Represented by Amount in Row (9) 5.6% | |
| 12 | Type
of Reporting Person ( See Instructions) OO | |

CUSIP No. M3760D101 13G/A Page 3 ---------- of ----------5 Page

Item 1(a). Name of Issuer:

Elbit Systems Ltd.

Item 1(b). Address of Issuer's Principal Executive Offices:

Advanced Technology Center, P.O. Box 539, Haifa 31053, Israel

Item 2(a). Name of Person Filing:

Bank Hapoalim B.M. (on behalf of its mutual funds and provident funds)

Item 2(b). Address of Principal Business Office or, if None, Residence:

50 Rothschild Boulevard

Tel Aviv, Israel

Item 2(c). Citizenship:

A commercial bank organized under the laws of Israel.

Item 2(d). Title of Class of Securities:

Ordinary Shares, NIS 1.00 nominal value per share.

Item 2(e). CUSIP Number:

M3760D101

ITEM 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.

ITEM 4. Ownership.

The securities reported on herein are beneficially owned by mutual funds and provident funds managed by several fund managers and other managing entities, all subsidiaries of the reporting person. While such subsidiaries are deemed to hold investment power over the securities owned by the mutual funds and provident funds, voting power over such securities is held by independent/external members of the investment committee of each such mutual fund or provident fund. Under explicit provisions of the Israeli law, any economic interest or beneficial ownership in any of the securities covered by this report is held for the benefit of the unit holders of the mutual funds and the members of the provident funds respectively.

(a) Amount beneficially owned: 2,302.864.20

(b) Percent of class: 5.6%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: N/A

(ii) Shared power to vote or to direct the vote: N/A

(iii) Sole power to dispose or to direct the disposition of: 2,302,864.20

(iv) Shared power to dispose or to direct the disposition of: N/A

CUSIP No. M3760D101 13G/A Page 4 ---------- of ----------5 Page

ITEM 5. Ownership of Five Percent or Less of a Class.

Not applicable.

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

The individual mutual and provident funds managed by the subsidiaries described in item 4 have the right to receive dividends and proceeds from the sale of the securities reported on this statement. No individual mutual or provident fund owns 5% of the class of securities reported herein.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Poalim Mutual Funds Ltd, Lahak Mutual Funds Management Ltd., "Kovetz" Hevra Lenihul Kupot Gemel Ltd., "Yeter" Kranot Gmulim Ltd, "Amir" Keren Gmulim Ltd, "Bar" Keren Gmulim Ltd, "Kineret" Keren Hishtalmut Ltd, "Aluma" Kupat Gemel Le Atzmaim Ltd, "Katzir" Kupat Tagmulim Upitzuim Ltd, "Teuza" Kupat Gemel Le Atzmaim Ltd, "Dinamit" Kupat Tagmulim Ltd, "Tagmulim" Ltd, "Gadish" Kranot Gmulim Ltd, "Keren Merkazit Lepitzuyei Piturim" Ltd, "Krern Or" Kupat Tagmulim Upitzuim Ltd, "Peles"Kranot Gmulim Le'atzmaim, "Bitzaron"-Provident Fund at Bank Otsar Ha-Hayal Limited, Provident Fund "Habitachon" at Bank Otsar Ha-Hayal Limited, "Smadar" Keren hishtalmoot limited,"Shirion" Kupat Gemel , Otsarit Mutual Funds Management Co. Ltd

ITEM 8. Identification and Classification of Members of the Group.

Not applicable.

ITEM 9. Notice of Dissolution of Group.

Not applicable.

ITEM 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

This report shall not be construed as an admission by the person filing the report that it is the beneficial owner of any securities covered by the report.

CUSIP No. M3760D101 13G/A Page 5 ---------- of ----------5 Page

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated February 7, 2005
By:	/s/ Shalom
Bitton
	Shalom Bitton
	Title: Manager of the Securities
Operation Department

By:
Asher Windzberg
Title: Deputy Manager
Securities Operation Department