8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 14, 2009

L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS CORPORATION

(Exact Name of Registrants as Specified in Charter)

DELAWARE	011-14141 333-46983	13-3937434 13-3937436
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 THIRD AVENUE, NEW YORK, NEW YORK	10016
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 697-1111

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 5 — CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
                 Arrangements of Certain Officers.

     On July 14, 2009, the Board of Directors of each of L-3 Communications Holdings, Inc. and L-3 Communications Corporation (together, the “Company”) elected Lewis Kramer to serve as a Class III director of the Company. Mr. Kramer was appointed to serve on the Audit Committee. The Company expects Mr. Kramer to stand for election at the annual meeting of stockholders in April 2010.

Mr. Kramer’s compensation for his services as a director will be consistent with that of the Company’s other non-employee directors. Other than the standard compensation arrangements, there are no arrangements or understandings between Mr. Kramer and any other person pursuant to which he was elected as a director. Mr. Kramer is not a party to any transaction with the Company that would require disclosure under item 404(a) of Regulation S-K.

     L-3 Communications Holdings, Inc. issued a press release on June 14, 2009, announcing the election of Mr. Kramer. The press release is attached hereto as Exhibit 99.1.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

     (d) EXHIBITS

Exhibit
Number	Title
99.1	Press Release dated June 14, 2009, announcing the election of Lewis Kramer as a director of the Company.

SIGNATURES

     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 hereunto duly authorized.

L-3 COMMUNICATIONS HOLDINGS, INC. L-3 COMMUNICATIONS CORPORATION
By:	/s/ Allen E. Danzig
	Name:	Allen E. Danzig
	Title:	Vice President, Assistant General Counsel and Assistant Secretary

Dated: July 15, 2009

     EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release dated June 14, 2009, announcing the election of Lewis Kramer as a director of the Company.

EX-99.1

Exhibit 99.1

Contact: L-3 Communications
Corporate Communications
212-697-1111

For Immediate Release

L-3 Elects Lewis Kramer to its Board of Directors

NEW YORK, July 14, 2009 — L-3 Communications (NYSE: LLL) announced today that Lewis Kramer has been elected to its board of directors. He will also serve on the board’s Audit Committee. Following this election, the company’s board has nine members, eight of whom are non-employee directors.

Mr. Kramer, age 61, completed a nearly 40-year career at Ernst & Young before retiring in June 2009. A partner since 1981, he most recently served as the Global Client Service Partner for worldwide external audit and all other services for major clients including Verizon Communications. He previously was Ernst & Young’s National Director of Audit Services and served on the firm’s United States Executive Board.

“Lew Kramer’s broad-based experience in global finance, governance and strategy make him an outstanding addition to our board,” said Michael T. Strianese, L-3’s chairman, president and chief executive officer.

A graduate of Bernard Baruch College, Mr. Kramer also attended the Advanced Management Program of the Harvard Business School. Among other affiliations, Mr. Kramer serves on the board of the New York March of Dimes and is the president of United Neighborhood Houses, a not-for-profit organization. He also remains active with the Baruch College Audit Advisory Group.

Headquartered in New York City, L-3 Communications employs over 66,000 people worldwide and is prime contractor in aircraft modernization and maintenance, C³ISR (Command, Control, Communications, Intelligence, Surveillance and Reconnaissance) systems and government services. L-3 is also a leading provider of high technology products, subsystems and systems. The company reported 2008 sales of $14.9 billion

To learn more about L-3, please visit the company’s Web site at www.L-3com.com. L-3 uses its Web site as a channel of distribution of material company information. Financial and other material information regarding L-3 is routinely posted on the company’s Web site and is readily accessible.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Except for historical information contained herein, the matters set forth in this news release are

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L-3 Elects Lewis Kramer to its Board of Directors

forward-looking statements. Statements that are predictive in nature, that depend upon or refer to events or conditions or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “will,” “could” and similar expressions are forward-looking statements. The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including the risks and uncertainties discussed in the company’s Safe Harbor Compliance Statement for Forward-looking Statements included in the company’s recent filings, including Forms 10-K and 10-Q, with the Securities and Exchange Commission. The forward-looking statements speak only as of the date made, and the company undertakes no obligation to update these forward-looking statements.

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