SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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)      May 12, 2000
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                         L-3 Communications Holdings, Inc.
                         L-3 Communications Corporation
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             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)

                                                   13-3937436
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    (Commission File Number)            (IRS Employer Identification No.)

600 Third Avenue, New York, New York                                 10016
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(Address of Principal Executive Offices)                           (Zip Code)

                                 (212) 697-1111
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              (Registrant's Telephone Number, Including Area Code)



Item 2  Acquisition of Assets

     L-3 Communications Corporation ("L-3") acquired the assets of the Traffic
Alert and Collision Avoidance System ("TCAS") product line of Honeywell, Inc.
(the "Business"), a wholly-owned subisdiary of Honeywell International, Inc., on
April 28, 2000 for $237 million reflecting a $17.0 million price reduction
based on the preliminary closing date net assets, as defined, which are subject
to a final adjustment. The acquisition was financed with borrowings under a new
364 day revolving senior credit facility entered into on April 24, 2000.

     TCAS is a business leader in avionics safety systems and has approximately
6,500 units installed in commercial, corporate and military aircraft. TCAS
reduces the potential for mid-air collision and provides an independent and
complementary supplement to the air traffic control system.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

     a. and b. The Registrant is currently having an audit performed of the
               financial statements of the Business as of and for the year ended
               December 31, 1999. Upon the completion of such audit, the
               Registrant will determine whether financial statements and pro
               forma financial information are required for the Business, and
               if required the Registrant will file the required audited
               financial statements and unaudited pro forma financial
               information under cover of Form 8-K/A.

     c.        Exhibits

               The Registrant will file the Asset Purchase and Sale Agreement
               dated as of February 10, 2000 by and between L-3 Communications
               Corporation and Honeywell Inc., a wholly-owned subsidiary of
               Honeywell International Inc., as amended on April 28, 2000, under
               cover of Form 8-K/A not later than 60 days after this Report on
               Form 8-K is required to be filed.

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                                  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
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                                         Registrant


Date May 12, 2000                        By: /s/ Robert V. LaPenta
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                                           President and Chief Financial Officer


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