EXHIBIT 23.1



                        CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 6, 2001 relating to the financial
statements of L-3 Communications Holdings, Inc. (the "Company"), all included
in the Annual Report on Form 10-K for the year ended December 31, 2000.

We also consent to the incorporation by reference in this Registration Statement
of our reports dated February 28, 2001 and January 5, 2001 relating to the
financial statements of Honeywell Traffic Alert and Collision Avoidance Business
and Raytheon Training Devices and Training Services Business, respectively, all
included in the Reports on Form 8-K/A for the year ended December 31, 1999 filed
March 21, 2001.


/s/ PricewaterhouseCoopers LLP
    ----------------------------
    New York, New York

June 29, 2001