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    December 12, 2022

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    Washington, DC 20549 USA

    Attention: Claire Erlanger and Kevin Woody

    Re:   ELBIT SYSTEMS LTD (the "Company")

    Form 20-F for the Year Ended December 31, 2021

    File No. 000-28998

    Dear Ms. Erlanger and Mr. Woody:

    Set forth herein are our responses to the comments contained in the letter of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
      Commission (the “Commission”) dated November 7, 2022, with respect to our Form 20-F referenced above. For your convenience, prior to each response below we have restated the applicable Staff comment.

    As a preliminary matter, we note that one of our advisors had a brief teleconference with the Staff on November 9, 2022, in which our advisor explained that (a) we are providing
      in this letter information that we believe to be responsive to the Staff’s comments, and (b) as noted below, we intend to incorporate the information provided in this letter into our future Forms 20-F, beginning with our Form 20-F for fiscal year
      ending December 31, 2022, which we expect to file no later than April 30, 2023. We believe that addressing the Staff’s comments in future filings is the most efficient manner of providing the additional disclosures with respect to the matters raised
      in the Staff’s comments, especially in light of the expected timing of filing our 2022 Form 20-F.

      Elbit Systems Ltd.   Advanced Technology Center, P.O.B 539, Haifa 3100401, Israel

    Form 20-F for the Year Ended December 31, 2021

    Management’s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Data, page 47

    Comment:

          1.

            We note from your Non-GAAP reconciliations on page 48 that you adjust Non-GAAP Gross Profit and Non-GAAP Operating Income for amortization of purchased intangible assets. Please revise your disclosure to
              address: 1) what amortization is being excluded from the measure; and 2) while the expense is excluded, the revenue of the acquired company is reflected in the measure and that those assets contribute to revenue generation. Additionally,
              please tell us, and revise to disclose, the nature of the amounts adjusted for “Covid-19 related expenses and write-offs.”

    Response:

    Amortization of purchased intangible assets

    In response to the Staff’s comment, the Company advises the Staff that during 2021, 2020, and 2019 it recognized amortization expenses of intangible assets of $47.0 million, $39.4 million, and $36.1
      million, respectively. The intangible assets that were amortized in 2021 include the amortization of Technology - $15.7 million, Customer relations - $17.3 million, and Trademarks and others - $14.0 million. All the amortization expenses mentioned
      above were non-cash items and all were excluded (i.e., adjusted) in the Company’s non-GAAP financial measures.

    We propose adding the following explanation (in a footnote* to the non-GAAP reconciliation) in our 2022 Form 20-F (such revisions are marked in underlined
          italics for the convenience of the Staff):

      Page 2

    Reconciliation of GAAP *(Audited) to

    Non-GAAP *(Unaudited) Supplemental Financial Data

    (U.S. dollars in millions, except for per share amounts)

            Year Ended December 31, 2021

            Year Ended December 31, 2020

            Year Ended December 31, 2019

            GAAP gross profit

            1,358.0

            1,165.1

            1,136.5

            Adjustments:

            Amortization of purchased intangible assets *

            26.7

            22.7

            22.0

            Covid-19 related expenses and write-offs**

            —

            56.0

            —

            Expenses related to acquisitions

            —

            —

            55.0

            Impairment of long-lived assets

            —

            3.4

            —

            Non-GAAP gross profit

            1,384.7

            1,247.2

            1,213.5

            Percent of revenues

            26.2

            %

            26.7

            %

            26.9

            %

            GAAP operating income

            418.5

            325.7

            321.6

            Adjustments:

            Amortization of purchased intangible assets *

            47.0

            39.4

            36.1

            Covid-19 related expenses and write-offs**

            —

            56.6

            —

            Impairment of long-lived assets

            —

            3.4

            —

            Expenses related to acquisitions

            —

            —

            55.0

            Gain from change in holdings

            (1.2

            )

            Capital gain

            (14.7

            )

            (35.0

            )

            (31.8

            )

            Non-GAAP operating income

            450.8

            390.1

            379.7

            Percent of revenues

            8.5

            %

            8.4

            %

            8.4

            %

            GAAP net income attributable to Elbit Systems’ shareholders

            274.4

            237.7

            227.9

            Adjustments:

            Amortization of purchased intangible assets*

            47.0

            39.4

            36.1

            Covid-19 related expenses and write-offs**

            —

            56.6

            —

            Expenses related to acquisitions

            55.0

            Gain from changes in holdings

            —

            —

            (1.2

            )

            Capital gain

            (24.9

            )

            (35.0

            )

            (31.8

            )

            Revaluation of investment measured under fair value option

            (17.3

            )

            (20.8

            )

            (8.3

            )

            Impairment of investments

            —

            7.9

            3.7

            Non-operating foreign exchange losses

            10.6

            33.4

            24.6

            Tax effect and other tax items

            77.8

            (0.7

            )

            (8.2

            )

            Non-GAAP net income attributable to Elbit Systems’ shareholders

            367.6

            318.5

            297.8

            Percent of revenues

            7.0

            %

            6.8

            %

            6.6

            %

            GAAP diluted net EPS

            6.20

            5.38

            5.20

            Adjustments, net

            2.10

            1.82

            1.59

            Non-GAAP diluted net EPS

            8.30

            7.20

            6.79

    *While amortization of acquired intangible assets is excluded from the measures, the revenue of the acquired companies is reflected in the measures and the acquired
        assets contribute to revenue generation.

    ** The COVID-19-related expenses included in our 2020 results were primarily related to write-offs of pre-contract costs and excess and obsolete inventories, and
          provision for loss due to changes in forecasted orders.

      Page 3

    Covid-19 related expenses and write-offs

    The Coronavirus disease 2019 (COVID-19) was declared a pandemic by the World Health Organization in March 2020. COVID-19 had significant negative impacts on the worldwide economy, resulting in
      disruptions to supply chains and financial markets, significant travel restrictions, facility closures, and shelter-in-place orders in various locations.

    The significant slow-down in commercial air traffic, and the expectation that a commercial air traffic recovery to 2019 levels would likely take a number of years, reduced the demand for products and
      services for commercial aviation markets. Additionally, manufacturers of aircraft for these markets announced plans to reduce production rates to adapt to the lower demand. Following a review of the economic impact on the Company’s assets overall,
      and those assets impacted by the commercial aviation industry, in particular, the Company recorded in the third quarter of 2020 non-cash expenses of approximately $60 million.

    The COVID-19-related expenses included in our 2020 results were primarily related to write-offs of pre-contract costs and excess and obsolete inventories and provision for loss due to changes in
      forecasted orders. These expenses are directly attributable to the slow-down in the commercial aviation markets due to COVID-19. Since then, the Company has not incurred similar expenses attributed to commercial aviation slow-down due to COVID-19 and
      does not expect these adjustments to be recurring in the future. Therefore, the Company believes the COVID-19 related expenses are not part of its regular ongoing business, and as a result, they were adjusted in the Company’s non-GAAP financial
      measures.

    We propose adding the following explanation (in a footnote** to the non-GAAP reconciliation below) in our 2022 Form 20-F filing which we expect to file no later than April 30, 2023 (such revisions
      are marked in underlined italics for the convenience of the Staff and are included in the response above in-line with the relevant disclosure):

    ** The COVID-19-related expenses included in our 2020 results were primarily related to write-offs of pre-contract costs and excess and obsolete inventories, and
        provision for loss due to changes in forecasted orders.

      Page 4

    Comment:

          2.

            We note your disclosure that you believe the Non-GAAP data provides useful information to investors by facilitating more meaningful comparisons of your financial results over time. Please revise to clearly
              disclose the specific reasons why management believes that presentation of each non-GAAP financial measure provides useful information to investors regarding your financial condition and results of operations. See guidance in Item
              10(e)(1)(i)(c) of Regulation S-K.

    Response:

    In response to the Staff’s comment, the Company advises the Staff that it evaluates its financial performance utilizing various accounting principles generally accepted in the U.S. (“GAAP”) as well
      as certain non-GAAP financial measures, including Adjusted gross profit, Adjusted operating income, Adjusted net income and Adjusted diluted earnings per share. These non-GAAP financial measures are provided as supplemental information to the
      financial information presented in the Financial Statements calculated and presented in accordance with GAAP. These non-GAAP adjustments exclude amortization expenses of intangible assets related to acquisitions that occurred mainly in prior
      periods, capital gains related primarily to the sale of investments, Covid-19 related expenses (as further detailed in the Company’s response to comment #1 above), re-evaluations of investments in affiliated companies, non-operating foreign exchange
      gains or losses, one-time tax expenses, and the effect of tax on each of these items.

    We present these non-GAAP financial measures because management believes they supplement and/or enhance management’s, analysts’, and investors’ overall understanding of the Company’s underlying
      financial performance and trends and facilitate comparisons among current, past, and future periods.

    We propose revising the following explanation in our future Form 20-F filings (additions are marked in underlined italics and deletions are marked as
      crossed):

    Non-GAAP Financial Data

    The following non-GAAP financial data, including Adjusted gross profit, Adjusted operating income, Adjusted net income, and Adjusted diluted earnings per
          share, is presented to enable investors to have additional information on our business performance as well as a further basis for periodical comparisons and trends relating to our financial results. We believe such data provides useful
      information to investors and analysts by facilitating more meaningful comparisons of our financial results over time. The non-GAAP adjustments exclude
          amortization expenses of intangible assets related to acquisitions that occurred mainly in prior periods, capital gains related primarily to the sale of investments, Covid-19 related expenses, revaluations of investments in affiliated companies,
          non-operating foreign exchange gains or losses, one-time tax expenses, and the effect of tax on each of these items. We present these non-GAAP financial measures because management believes they supplement and/or enhance management’s, analysts’
          and investors’ overall understanding of the Company’s underlying financial performance and trends and facilitate comparisons among current, past, and future periods.

      Page 5

    Specifically, management uses Adjusted gross profit, Adjusted operating income, and Adjusted net income attributable to the Company’s shareholders to measure the ongoing gross
        profit, operating profit and net income performance of the Company because the measure adjusts for more significant non-recurring items, amortization expenses of intangible assets relating to prior acquisitions, and non-cash expense which can
        fluctuate year to year.

    We believe Adjusted gross profit, Adjusted operating income, and Adjusted net income attributable to the Company’s shareholders are useful to existing shareholders, potential
        shareholders and other users of our financial information because they provide measures of the Company’s ongoing performance that enable these users to perform trend analysis using comparable data.

    Management uses Adjusted diluted earnings per share to evaluate further adjusted net income attributable to the Company’s shareholders while considering changes in the number
        of diluted shares over comparable periods.

    We believe Adjusted diluted earnings per share is useful to existing shareholders, potential shareholders and other users of our financial information because it also enables
        these users to evaluate adjusted net income attributable to Company’s shareholders on a per-share basis.

    Such non-GAAP information is used by our management to make strategic decisions, forecast future results and evaluate our current performance. However, investors are cautioned that, unlike
        financial measures prepared in accordance with GAAP, non-GAAP measures may not be comparable with the calculation of similar measures for other companies.

    The non-GAAP financial data below includes reconciliation adjustments regarding non-GAAP gross profit, operating income, net income and diluted EPS. In arriving at non-GAAP presentations,
        companies generally factor out items such as those that have a non-recurring impact on the income statements, various non-cash items, including significant exchange rate differences, significant effects of retroactive tax legislation, changes in
        accounting guidance and other items and  financial transactions not considered to be part of regular ongoing business, which, in management’s judgment, are items that are considered to be outside the review of core operating results. In our
        non-GAAP presentation, we made certain adjustments as indicated in the table below.

    These non-GAAP measures used by the Company are not based on any comprehensive set of accounting rules
      or principles. We believe that non-GAAP measures have limitations in that they do not reflect all of the amounts associate