UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G
                               (AMENDMENT NO. __)
                                 (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)

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               ELBIT-SYSTEMS LTD.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                  ORDINARY SHARES, NIS 1.00 PAR VALUE PER SHARE
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    M3760D101
                      -------------------------------------
                                 (CUSIP Number)

                                NOVEMBER 19, 2008
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

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

     [_] Rule 13d-1(b)

     [X] Rule 13d-1(c)

     [_] 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 disclosures provided in a prior cover page.

     The information required on 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 pages

<PAGE>


CUSIP NO.  M3760D101

--------------------------------------------------------------------------------
1.   Name of Reporting Person

     Migdal Insurance & Financial Holdings Ltd
--------------------------------------------------------------------------------
2.   Check the Appropriate Box if a Member of a Group
     (a)  [X]
     (b)  [_]
--------------------------------------------------------------------------------
3.   SEC Use only

--------------------------------------------------------------------------------
4.   Place of Organization
     Israel
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                5.   Sole Voting Power

Number of       ----------------------------------------------------------------
Shares          6.   Shared Voting Power
Beneficially         2,119,730 Ordinary Shares *
Owned by        ----------------------------------------------------------------
Each            7.   Sole Dispositive Power
Reporting
Person With:    ----------------------------------------------------------------
                8.   Shared Dispositive Power
                     2,119,730 Ordinary Shares *
--------------------------------------------------------------------------------
9.   Aggregate Amount Beneficially Owned by Each Reporting Person
     2,119,730 Ordinary Shares *
--------------------------------------------------------------------------------
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares
     [_]
--------------------------------------------------------------------------------
11.  Percent of Class Represented by Amount in Row (9)
     5.03%**
--------------------------------------------------------------------------------
12.  Type of Reporting Person: 
     CO
--------------------------------------------------------------------------------

*See Item 4.

** Based on 42,102,473 ordinary shares issued and outstanding as of November 23,
2008 (accordingly to publicly available information provided by the issuer).


                               Page 2 of 5 pages

<PAGE>


ITEM 1.

     (a)  Name of Issuer:

          ELBIT-SYSTEMS LTD.

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

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

ITEM 2.

(a)-(c)  Name of Person Filing, address and citizenship:

     The foregoing entity is referred to as the "Reporting Person" in this
     Statement:

     Migdal Insurance & Financial Holdings Ltd., an Israeli public company, with
     a principal business address at 4 Efal Street; P.O. Box 3063; Petach Tikva
     49512, Israel.

(d)  Title of Class of Securities:

     Ordinary Shares, NIS 1.00 par value per share (the "Ordinary Shares")

(e)  CUSIP Number:

     M3760D101

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR
        240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

     Not Applicable.

ITEM 4. OWNERSHIP

     Of the 2,119,730 Ordinary Shares reported in this Statement as beneficially
owned by the Reporting Person (i) 1,970,878 Ordinary Shares are held for members
of the public through, among others, provident funds, mutual funds, pension
funds and insurance policies, which are managed by subsidiaries of Reporting
Person, according to the following segmentation: 1,427,191 Ordinary Shares are
held by Profit participating life assurance accounts; 466,323 Ordinary Shares
are held by Provident funds and companies that manage provident funds and 77,364
Ordinary Shares are held by companies for the management of funds for joint
investments in trusteeship, each of which subsidiaries operates under
independent management and makes independent voting and investment decisions,
and (ii) 148,852 are beneficially held for their own account (Nostro account).
Consequently, this Statement shall not be construed as an admission by the
Reporting Person that it is the beneficial owner of 2,119,730 Ordinary Shares
reported in this Statement Except as set forth above, see items 5-11 of the
cover pages hereto for beneficial ownership, percentage of class and dispositive
power of the Reporting Person, which are incorporated herein.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

     If this statement is being filed to report the fact that as of the date
     hereof the reporting person has ceased to be the beneficial owner of more
     than 5 percent of the class of securities, check the following [_].

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

     Not Applicable.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
        SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
 
     Not Applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

     Not Applicable.


                               Page 3 of 5 pages

<PAGE>


ITEM 9. NOTICE OF DISSOLUTION OF GROUP

     Not Applicable.

ITEM 10. CERTIFICATION

     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.

                           [SIGNATURE PAGE TO FOLLOW]

                               Page 4 of 5 pages

<PAGE>


                                   SIGNATURES

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

December 3, 2008

                                  MIGDAL INSURANCE AND FINANCIAL HOLDINGS LTD.


                                  By: /s/ Shimon Kalman & Hava Salomon
                                  -------------------------------------
                                  authorized signatories of MIGDAL INSURANCE AND
                                  FINANCIAL HOLDINGS LTD.

                               Page 5 of 5 pages