8-K

                       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): December 22, 2003
                                                         -----------------

                        L-3 COMMUNICATIONS HOLDINGS, INC.
                         L-3 COMMUNICATIONS CORPORATION
- --------------------------------------------------------------------------------
               (Exact Name of Registrants as Specified in Charter)


                                    DELAWARE
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


        001-14141                                       13-3937434
        333-46983                                       13-3937436
- --------------------------------------------------------------------------------
(Commission File Number)                      (IRS Employer Identification No.)



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



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





ITEM 5. OTHER EVENTS.

SENIOR SUBORDINATED NOTES OFFERING

         L-3 Communications Holdings, Inc. announced on December 22, 2003 that
L-3 Communications Corporation, its wholly owned subsidiary, has completed an
offering of $400.0 million principal amount of 6 1/8% Senior Subordinated Notes
due 2014, with interest payable semi-annually. The notes were offered within the
United States only to qualified institutional investors pursuant to Rule 144A
under the Securities Act of 1933, and, outside the United States, only to
non-U.S. investors.

         As previously announced, the proceeds of this offering will be used to
repay indebtedness outstanding under its senior credit facilities and for
general corporate purposes, including acquisitions. Also as previously
announced, L-3 intends to redeem all of its outstanding 5.25% Convertible Senior
Subordinated Notes due 2009 (the "Notes"). To the extent that holders of the
Notes do not choose to convert their Notes into common stock of L-3, all of such
Notes will be redeemed at a redemption price of 102.625% of the principal amount
thereof, plus accrued and unpaid interest, with the proceeds of this offering.

         The securities have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), or any state securities laws, and
unless so registered, may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws.

REDEMPTION OF NOTES

         L-3 Communications Holdings, Inc. announced on December 22, 2003 that
it has initiated a full redemption of all of the outstanding Notes. On or prior
to the close of business on Friday, January 9, 2004, holders of the Notes may
elect to convert their Notes into common stock of L-3 Communications at a
conversion price of $40.75 by surrendering the Notes in accordance with the
indenture to The Bank of New York, as conversion agent, at 101 Barclay Street, 8
West, New York, New York 10286, Attention: Bernard Arsenec, Reorganization Unit.
As of December 19, 2003, the last reported sales price of L-3's common stock on
the New York Stock Exchange was $48.57.

         To the extent that holders of the Notes do not convert their Notes into
common stock of L-3 Communications, such Notes will be redeemed on January 12,
2004 at a redemption price of 102.625% of the principal amount thereof, plus
accrued and unpaid interest to January 12, 2004. On or before January 12, 2004,
such Notes should be presented to The Bank of New York, as paying agent for the
redemption, at the address set forth in the Notice of Redemption, dated December
22, 2003, sent that day to all registered holders.

         Interest on the Notes will cease to accrue on and after January 12,
2004, and the only remaining right of holders of the Notes is to receive payment
of the redemption price upon surrender to the paying agent, plus accrued and
unpaid interest up to, but not including, January 12, 2004.

         Copies of the press releases are attached hereto as Exhibits 99.1 and
99.2 and are incorporated herein by reference. Except for historical information
contained herein, the matters set forth in this news release 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 Form 10-K and
10-Q, with the Securities and Exchange Commission.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

         (c) Exhibits.










Exhibit
Number            Title
- ------            -----

99.1              Press Release relating to Senior Subordinated Notes Offering
99.2              Press Release relating to Redemption









                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.


                                         L-3 COMMUNICATIONS HOLDINGS, INC.

                                         By: /s/ Christopher C. Cambria
                                            ------------------------------------
                                            Name:  Christopher C. Cambria
                                            Title: Senior Vice President,
                                                   Secretary and General Counsel



                                         L-3 COMMUNICATIONS CORPORATION

                                         By: /s/ Christopher C. Cambria
                                            ------------------------------------
                                            Name:  Christopher C. Cambria
                                            Title: Senior Vice President,
                                                   Secretary and General Counsel



Dated:  December 22, 2003









                                  EXHIBIT INDEX


Exhibit
Number            Title
- ------            -----

99.1              Press Release relating to Senior Subordinated Notes Offering
99.2              Press Release relating to Redemption

EX-99.1

                                                                    EXHIBIT 99.1


                   [L3 COMMUNICATIONS CORPORATION LETTERHEAD]




NEW YORK -(Business wire)- December 22, 2003 - L-3 Communications Holdings, Inc.
(NYSE: LLL) announced today that L-3 Communications Corporation, its wholly
owned subsidiary, has completed an offering of $400 million principal amount of
6 1/8% Senior Subordinated Notes due 2014, with interest payable semi-annually.
The notes were offered within the United States only to qualified institutional
investors pursuant to Rule 144A under the Securities Act of 1933, and, outside
the United States to non-U.S. investors only.

As previously announced, the proceeds of this offering will be used to repay
indebtedness outstanding under its senior credit facilities and for general
corporate purposes, including acquisitions. Also as previously announced, L-3
intends to redeem all of its outstanding 5.25% Convertible Senior Subordinated
Notes due 2009 (the "Convertible Notes"). To the extent that holders of the
Convertible Notes do not choose to convert their Convertible Notes into common
stock of L-3, all of such Convertible Notes will be redeemed at a redemption
price of 102.625% of the principal amount thereof, plus accrued and unpaid
interest, with the proceeds of this offering.

This press release shall not constitute a notice of redemption of the
Convertible Notes.

The securities have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), or any state securities laws, and unless so
registered, may not be offered or sold in the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of
an offer to buy any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering would be unlawful.

Headquartered in New York City, L-3 Communications is a leading provider of
Intelligence, Surveillance and Reconnaissance (ISR) systems, secure
communications systems



                                      -more-



L-3 COMMUNICATIONS ANNOUNCES COMPLETION OF DEBT OFFERING                  PAGE 2


aircraft modernization, training and government services and is a merchant
supplier of a broad array of high technology products. Its customers include
the Department of Defense, Department of Homeland Security, selected U.S.
Government intelligence agencies and aerospace prime contractors.


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 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.

Contact:
           L-3 Communications
           Cynthia Swain, 212-697-1111
           or
           Financial Dynamics
           Investors: Eric Boyriven, Olivia Pirovano
           Media: Evan Goetz
           212-850-5600

EX-99.2

                                                                   EXHIBIT 99.2



                   [L3 COMMUNICATIONS CORPORATION LETTERHEAD]


                 L-3 COMMUNICATIONS INITIATES FULL REDEMPTION OF
       ALL OF ITS OUTSTANDING 5.25% CONVERTIBLE SENIOR SUBORDINATED NOTES

NEW YORK -(Business wire)- December 22, 2003 - L-3 Communications Holdings, Inc.
(NYSE: LLL) announced today that it has initiated a full redemption of all of
its outstanding 5.25% Convertible Senior Subordinated Notes due 2009 (the
"Convertible Notes"). On or prior to the close of business on Friday, January 9,
2004, holders of the Convertible Notes may elect to convert their Convertible
Notes into common stock of L-3 Communications at a conversion price of $40.75 by
surrendering the Convertible Notes in accordance with the indenture to The Bank
of New York, as conversion agent, at 101 Barclay Street, 8 West, New York, New
York 10286, Attention: Bernard Arsenec, Reorganization Unit. As of December 19,
2003, the last reported sales price of L-3's common stock on the New York Stock
Exchange was $48.57.

To the extent that holders of the Convertible Notes do not convert their
Convertible Notes into common stock of L-3 Communications, such Convertible
Notes will be redeemed on January 12, 2004 at a redemption price of 102.625% of
the principal amount thereof, plus accrued and unpaid interest to January 12,
2004. On or before January 12, 2004, such Convertible Notes should be presented
to The Bank of New York, as paying agent for the redemption, at the address set
forth in the Notice of Redemption, dated December 22, 2003, sent that day to all
registered holders.

Interest on the Convertible Notes will cease to accrue on and after January 12,
2004 and the only remaining right of holders of the Convertible Notes is to
receive payment of the redemption price upon surrender to the paying agent, plus
accrued and unpaid interest up to, but not including, January 12, 2004.

This press release shall not constitute a notice of redemption of the
Convertible Notes.

Headquartered in New York City, L-3 Communications is a leading provider of
Intelligence, Surveillance and Reconnaissance (ISR) systems, secure
communications systems, aircraft modernization, training



                                     -more-




L-3 COMMUNICATIONS INITIATES FULL REDEMPTION OF CONVERTIBLE SENIOR
SUBORDINATED NOTES                                                        PAGE 2

and government services and is a merchant supplier of a broad array of high
technology products. Its customers include the Department of Defense, Department
of Homeland Security, selected U.S. Government intelligence agencies and
aerospace prime contractors.

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 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.



Contact:
           L-3 Communications
           Cynthia Swain, 212-697-1111
           or
           Financial Dynamics
           Investors: Eric Boyriven, Olivia Pirovano
           Media: Evan Goetz
           212-850-5600