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): June 6, 2006

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 333-46983			13-3937434 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)

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):

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

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

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

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

Section 5 — Corporate Governance and Management

Item 5.02    Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

The Company’s Chairman and Chief Executive Officer, Frank C. Lanza, passed away on June 6, 2006. Michael T. Strianese, L-3’s Chief Financial Officer, has been elected to serve in an interim capacity as Chief Executive Officer until a successor is selected. The Board also appointed Robert B. Millard as non-executive Chairman.

Section 8 — Other Events

Item 8.01    Other Events.

On June 7, 2006, the Company issued a press release announcing the death of Frank C. Lanza, its Chairman and Chief Executive Officer.

On June 9, 2006, the Company issued a press release announcing that Michael T. Strianese has been elected to serve as interim Chief Executive Officer and Robert B. Millard has been appointed as non-executive Chairman.

Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

	Exhibit Number			Description
	99.1			Press Release of the Company dated June 7, 2006
	99.2			Press Release of the Company dated June 9, 2006

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

Dated: June 9, 2006

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

EXHIBIT INDEX

	Exhibit Number			Description
	99.1			Press Release of the Company dated June 7, 2006
	99.2			Press Release of the Company dated June 9, 2006

EX-99.1

Exhibit 99.1

L-3 Communications Mourns Death of Frank C. Lanza Chairman and Chief Executive Officer

NEW YORK — (BUSINESS WIRE) — June 7, 2006 — L-3 Communications (NYSE: LLL) announced today with great sadness that Frank C. Lanza, its chairman and chief executive officer, suddenly passed away earlier this evening. He was 74.

‘‘We are all shocked and saddened by the passing of Frank C. Lanza,’’ said Robert B. Millard, lead director of the L-3 Communications Board of Directors. ‘‘On behalf of the Board of Directors and all L-3 employees we would like to extend our deepest condolences to the Lanza family.’’

Mr. Millard noted that Mr. Lanza had visited his doctors yesterday and it was determined that he was proceeding satisfactorily in his recovery from surgery two months ago. His death was sudden and unexpected.

‘‘There is no question that Frank Lanza has been one of the most visionary business leaders in the defense industry,’’ continued Mr. Millard. ‘‘Frank worked to build Loral into a leading defense firm. Frank went on to co-found L-3, the fastest-growing high technology defense company in the world by acquiring a number of small and large businesses that he transformed into leaders in their niche markets.’’

‘‘What was not widely known about Frank is that he and his wife Pat were involved in numerous charitable activities through their family foundation,’’ said Mr. Millard. ‘‘Frank was blessed by a wonderfully supportive family and he will be greatly missed by all those who appreciated his insight, his leadership, his candor and his credibility. The defense industry has lost a great advocate for innovation, excellence and personal integrity.’’

Mr. Millard said that the L-3 Board of Directors will be meeting on June 7th.

Mr. Lanza began his career as an engineer with the Philco Western Development Laboratory. In 1959, he joined the Dalmo Victor Division of Textron where he managed the development and production of major electronic warfare programs. He was named vice president of Dalmo Victor in 1970.

He joined Loral in 1972 as president of Loral Electronic Systems and served as president and chief operating officer of Loral Corporation from 1981 to 1996. Then that same year, Mr. Lanza became executive vice president of Lockheed Martin Corporation and president and chief operating officer of Lockheed Martin’s C3I and Systems Integration Sector, a $6 billion sector comprising many of the heritage Loral businesses that were strategically combined with Lockheed Martin. He co-founded L-3 Communications in 1997 and the company was listed on the New York Stock Exchange in 1998.

Mr. Lanza was a member of the Board of Governors for the Aerospace Industries Association. He was also a member of the Board of Directors for the Coast Guard Foundation and received the 2003 Distinguished Corporate Leadership award from the Soldiers’, Sailors’, Marines’ and Airmen’s Club. Mr. Lanza was selected as the 1978 Gold Knight of Management by the National Management Association. Mr. Lanza was also on the board of the American Italian Cancer Foundation. Mr. Lanza served in the U.S. Coast Guard during the Korean War.

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 and government services. The company is a leading merchant supplier of a broad array of high technology products, including guidance and navigation, sensors, scanners, fuzes, data links, propulsion systems, simulators, avionics, electro optics, satellite communications, electrical power equipment, encryption, signal intelligence, antennas and microwave components. L-3 also supports a variety of Homeland Security initiatives with products and services. Its customers include the Department of Defense, Department of Homeland Security, selected U.S. Government intelligence agencies and aerospace prime contractors.

To learn more about L-3 Communications, please visit the company’s web site at www.L-3com.com.

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. 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’’ 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.

Contact:

L-3 Communications
Cynthia Swain, 212-697-1111
or
Financial Dynamics

Investors:
Christine Mohrmann, 212-850-5607
or
Alexandra Tramont, 212-850-5723
or

Media Contacts:
Evan Goetz, 212-850-5639
or
Abby Aylman, 212-850-5710

EX-99.2

Exhibit 99.2

L-3 Communications Appoints Michael T. Strianese Interim Chief Executive Officer

NEW YORK — (BUSINESS WIRE) — June 9, 2006 — L-3 Communications (NYSE: LLL) announced today that Michael T. Strianese, L-3’s chief financial officer, has been named the company’s interim chief executive officer, effective immediately. Mr. Strianese succeeds Frank C. Lanza, who passed away on June 6.

Mr. Strianese has been intimately involved with the company since its formation in 1997 and will continue in his position as chief financial officer. Mr. Strianese became chief financial officer of L-3 on March 11, 2005. Prior to that, Mr. Strianese served in various capacities at L-3, including his position as Senior Vice President — Finance.

The Board also appointed Robert B. Millard as non-executive chairman. Mr. Millard has been an L-3 Director since the company’s formation in April 1997. He is a Managing Director of Lehman Brothers Inc. and head of Lehman Brothers’ Global Trading Strategies.

The company also announced that the Board of Directors has formed an executive committee consisting of three independent board members — Thomas A. Corcoran, Robert B. Millard and Peter A. Cohen. In addition, these three directors will serve as members of a search committee formed to conduct a search for the selection of a permanent chief executive officer to succeed Mr. Lanza. Mr. Corcoran will serve as the chairman of this committee and General (Retired) Robert W. RisCassi, vice president of L-3, will act as an advisor to this committee.

Mr. Millard said, ‘‘Frank Lanza and his executive management have created what has become an enduring national asset, valued by its defense and homeland security customers both in the U.S. and abroad. Since the formation of the company, Mike Strianese has worked side by side with Frank and L-3’s chief operating officers in successfully executing L-3’s strategy.’’

‘‘The L-3 Board is confident that Mike Strianese will continue to carry on the extraordinary legacy that Frank Lanza has created,’’ continued Mr. Millard. ‘‘His leadership during this time and through the completion of the search will ensure a seamless transition and a continued focus on the strategy that Frank Lanza created and that L-3’s management and employees carry out every day.’’

In accepting his appointment as interim CEO, Mike Strianese said, ‘‘I am fortunate that L-3 has a deep and talented executive management team, including eleven COOs, and I look forward to continuing to work closely with them to advance the strategy and success of L-3.’’

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 and government services. The company is a leading merchant supplier of a broad array of high technology products, including guidance and navigation, sensors, scanners, fuzes, data links, propulsion systems, simulators, avionics, electro optics, satellite communications, electrical power equipment, encryption, signal intelligence, antennas and microwave components. L-3 also supports a variety of Homeland Security initiatives with products and services. Its customers include the Department of Defense, Department of Homeland Security, selected U.S. Government intelligence agencies and aerospace prime contractors.

To learn more about L-3 Communications, please visit the company’s web site at www.L-3com.com.

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. 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’’ 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.

Contact:

L-3 Communications
Cynthia Swain, 212-697-1111

or

Financial Dynamics

Investors: Christine Mohrmann, Alexandra Tramont
Media: Evan Goetz
212-850-5600