SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DUNN JAMES W

(Last)

(First)

(Middle)

C/O L-3 COMMUNICATIONS CORPORATION

600 THIRD AVENUE

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
L 3 COMMUNICATIONS HOLDINGS INC [ LLL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP and President

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/09/2005		S		722	D	$78.56	848⁽¹⁾	D
Common Stock	08/18/2005		M		8,000	A	$39.695	8,848⁽²⁾	D
Common Stock	08/18/2005		S		8,000	D	$79.25	848⁽²⁾	D
Common Stock	08/18/2005		M		13,333	A	$45.11	14,181⁽³⁾	D
Common Stock	08/18/2005		S		13,333	D	$79.25	848⁽³⁾	D
Common Stock	08/18/2005		M		4,667	A	$45.8	5,552⁽⁴⁾	D
Common Stock	08/18/2005		S		4,667	D	$79.25	848⁽⁴⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
11/15/01 Stock Option	$39.695	08/18/2005		M			8,000	⁽⁵⁾	11/15/2011	Common Stock	8,000	$0	0	D
7/21/03 Stock Option	$45.11	08/18/2005		M			13,333	⁽⁵⁾	07/21/2013	Common Stock	13,333	$0	0	D
11/14/03 Stock Option	$45.8	08/18/2005		M			4,667	⁽⁵⁾	11/14/2013	Common Stock	4,667	$0	28,666	D

Explanation of Responses:

1. Does not include options held as of August 12, 2005 to purchase 38,000 shares of common stock which are exercisable within 60 days of August 9, 2005.

2. Does not include options held as of August 18, 2005 to purchase 30,000 shares of common stock which are exercisable within 60 days of August 18, 2005.

3. Does not include options held as of August 18, 2005 to purchase 16,667 shares of common stock which are exercisable within 60 days of August 18, 2005.

4. Does not include options held as of August 18, 2005 to purchase 12,000 shares of common stock which are exercisable within 60 days of August 18, 2005.

5. On November 15, 2001, Mr. Dunn was granted an option to purchase 24,000 shares of common stock, which option vested over a 3-year period in increments of 8,000 shares of common stock per year. On July 21, 2003, Mr. Dunn was granted an option to purchase 20,000 shares of common stock, which option vested over a 3-year period in increments of 6,667 shares of common stock per year. On November 11, 2003, Mr. Dunn was granted an option to purchase 50,000 shares of common stock, which option vested over a 3-year period in increments of 16,667 shares of common stock per year.

	/s/ Christopher C. Cambria	10/07/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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