August 18, 2006

Mr. Larry Spirgel
Assistant Director
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

         RE:   L-3 COMMUNICATIONS HOLDINGS, INC.
               L-3 COMMUNICATIONS CORPORATION
               FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 2005
               FILED MARCH 9, 2006 AND MARCH 28, 2006

               FORM 10-Q FOR FISCAL QUARTER ENDED MARCH 31, 2006
               FILE NOS. 1-14141 AND 333-46983



Dear Mr. Spirgel:

         We are writing to respond to the comments set forth in the comment
letter of the Staff of the Securities and Exchange Commission (the "Staff"),
dated July 18, 2006, relating to the above-referenced documents.

         For your convenience, we have reproduced each of the Staff's comments
in this letter using bold text and numbered the paragraphs of this letter to
correspond to the numbered paragraphs of the comment letter. We have also
enclosed a copy of L-3's Quarterly Report on Form 10Q for the period ended June
30, 2006 (the "Second Quarter Quarterly Report") for your reference.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES, PAGE 30
- ---------------------------------------------------

1.       WE NOTE THAT YOUR DISCUSSION REGARDING LONG-LIVED ASSETS AND GOODWILL
         VALUATIONS DOES NOT ADDRESS THE QUANTITATIVE VALUE OF YOUR ASSUMPTIONS
         AND THEIR SENSITIVITY TO CHANGE. SINCE CRITICAL ACCOUNTING ESTIMATES
         AND ASSUMPTIONS ARE BASED ON MATTERS THAT ARE HIGHLY UNCERTAIN, YOU
         SHOULD ANALYZE THEIR SPECIFIC SENSITIVITY TO CHANGE, BASED ON OTHER
         OUTCOMES THAT ARE REASONABLY LIKELY TO OCCUR AND WOULD HAVE A MATERIAL
         IMPACT ON YOUR FINANCIAL CONDITION OR RESULTS OF OPERATIONS. REVISE
         YOUR DISCLOSURES TO PROVIDE QUANTITATIVE AS WELL AS QUALITATIVE
         DISCLOSURE WHEN QUANTITATIVE INFORMATION IS REASONABLY AVAILABLE AND
         WILL PROVIDE MATERIAL INFORMATION FOR INVESTORS.

         FOR ADDITIONAL GUIDANCE, REFER TO ITEM 303 OF REGULATION S-K AS WELL AS
         PART FIVE OF THE COMMISSION'S INTERPRETIVE RELEASE ON MANAGEMENT'S
         DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
         OPERATIONS THAT IS LOCATED ON OUR WEBSITE AT:
         HTTP://WWW.SEC.GOV/RULES/INTERP/33-8350.HTM.
         --------------------------------------------






Mr. Larry Spirgel
August 18, 2006
Page 2



         In response to the Staff's comment, L-3 advises the Staff that it will
         revise the discussion regarding long-lived assets and goodwill
         valuations in its Annual Report on Form 10-K for the year ending
         December 31, 2006 to provide quantitative disclosures relating to the
         significant assumptions used to determine the estimated fair value of
         L-3's reporting units (businesses) in connection with L-3's annual
         goodwill impairment test and the sensitivity of those significant
         assumptions to changes that could reasonably occur and could possibly
         have a material impact on L-3's results of operations or financial
         condition.

         The following is an example of the disclosure that L-3 intends to make
         regarding goodwill valuation assessments in its Critical Accounting
         Policies and Estimates:

              The most significant assumptions used in a discounted cash flow
              valuation regarding the estimated fair values of L-3's reporting
              units (businesses) in connection with goodwill valuation
              assessments are: (1) detailed five year cash flow projections for
              each of L-3's reporting units (businesses), (2) a risk adjusted
              discount rate, and (3) the expected long-term growth rate of L-3's
              businesses, which approximates the expected long-term growth rate
              for the U.S. economy and the industries in which we operate. The
              risk adjusted discount rate represents the estimated
              weighted-average cost of capital (WACC) for L-3. The WACC
              represents the required rate of return on total capitalization. It
              is comprised of an estimated required rate of return on equity,
              based on companies with business characteristics comparable to
              L-3's reporting units, and the current income tax-affected market
              rate of return on L-3's debt, weighted by the relative percentages
              of L-3's equity and debt. In valuing its reporting units, the
              Company used an average risk adjusted discount rate of x.x%. If
              the risk adjusted discount rate used was 25 basis points higher,
              the aggregate estimated fair value of the Company's reporting
              units would have decreased by $xx million, or x.x%. In addition,
              the Company used an average expected long-term growth rate of x.x
              %. Had the Company used an expected long-term growth rate that was
              25 basis points lower, the aggregate estimated fair value of the
              Company's reporting units would have decreased by $xx million, or
              x.x%. Had the annual after-tax cash flows contained in the
              Company's five year cash flow projections each been lower by 100
              basis points, the aggregate estimated fair value of the Company's
              reporting units would have decreased by $xx million, or xx%. A
              decline in the estimated fair value of a reporting unit could
              result in a goodwill impairment, and a related non-cash impairment
              charge against earnings, if the lower estimated fair value for the
              reporting unit is less than the carrying value of the net assets
              of the reporting unit, including its goodwill. A goodwill
              impairment charge, depending on its size, could have a material
              impact on our financial condition and results of operations.

         L-3 supplementally advises the Staff that L-3 will disclose in the
         Critical Accounting Policies and Estimates section of the Management's
         Discussion and Analysis of Financial Condition and Results of
         Operations (MD&A) section of its Annual Report on Form 10-K for the
         year ending December 31, 2006 the consolidated carrying value of its
         property, plant and equipment, capitalized software development costs
         and certain long-term investments and the percentage of total assets
         represented by each. As of December 31, 2005, the consolidated carrying
         values of L-3's property, plant and equipment, capitalized software
         development costs and certain long-term investments were $657.6
         million, $57.9 million and $23.1 million, respectively. As of December
         31, 2005, the carrying value of L-3's property, plant and equipment
         represented 5.5% of total assets and the carrying value of L-3's
         capitalized software development costs and certain long-term
         investments each represented less than 1% of total assets. Based on the
         amounts as of December 31, 2005, we do not believe it is necessary to
         provide quantitative disclosure of assumptions used and their
         sensitivity to




Mr. Larry Spirgel
August 18, 2006
Page 3



         changes with respect to the long-lived assets impairment test, because
         L-3 believes that these disclosures would not provide material useful
         information to investors.


RESULTS OF OPERATIONS, PAGE 32
- ------------------------------

2.       YOUR DISCUSSION OF RESULTS OF OPERATIONS FOCUSES ON A FLUCTUATION
         ANALYSIS AND DOES NOT DISCUSS KEY PERFORMANCE MEASURES AND KNOWN
         MATERIAL TRENDS AND UNCERTAINTIES. PLEASE INCLUDE MORE ANALYSIS, AND
         DISCUSS KEY PERFORMANCE MEASURES AND KNOWN MATERIAL TRENDS AND
         UNCERTAINTIES. IN ADDITION, IF A FLUCTUATION WAS CAUSED BY MORE THAN
         ONE ELEMENT OF THE BUSINESS, PLEASE DO NOT ONLY LIST OUT THE ELEMENTS
         BUT ALSO DISCLOSE SPECIFICALLY HOW MUCH OF THE FLUCTUATION WAS
         ATTRIBUTABLE TO EACH ELEMENT.

         FOR ADDITIONAL GUIDANCE, REFER TO ITEM 303 OF REGULATION S-K AS WELL AS
         PART III OF THE COMMISSION'S INTERPRETIVE RELEASE ON MANAGEMENT'S
         DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
         OPERATIONS THAT IS LOCATED ON OUR WEBSITE AT:
         HTTP://WWW.SEC.GOV/RULES/INTERP/33-8350.HTM.
         --------------------------------------------

         In response to the Staff's comment, L-3 has expanded the overview
         section of the MD&A section in its Second Quarter Quarterly Report on
         pages 40 - 42 to discuss and disclose L-3's key performance measures
         and related known material trends and uncertainties. Specifically, L-3
         disclosed that it believes that its key performance measures are those
         listed below, because they are the primary drivers of L-3's earnings
         and net cash from operating activities.

            o  Sales growth from business acquisitions,

            o  Organic sales growth,

            o  Operating margin, and

            o  Interest expense (as an element of earnings).

         Additionally, L-3 disclosed and discussed known material trends and
         uncertainties affecting these key performance measures. For example,
         for "Sales Growth from Business Acquisitions" we discuss, among other
         things:

            o  the sales growth rate from business acquisitions for the three
               and six month periods ended June 30, 2006, and the annual average
               sales growth rate from business acquisitions for the four years
               ended December 31, 2005;

            o  that the sales growth rate from business acquisitions is expected
               to decline and why it is expected to decline; and

            o  that the aggregate size of our most recent business acquisitions
               has decreased compared to prior periods.

         For "Organic Sales Growth" we mention:

            o  L-3's organic sales growth rate for the three and six month
               periods ended June 30, 2006, and the annual average organic sales
               growth rate for the four years ended December 31, 2005;

            o  that L-3's organic sales growth has benefited from the upward
               trend in overall Department of Defense (DoD) spending over recent
               years;




Mr. Larry Spirgel
August 18, 2006
Page 4



            o  that the current DoD budget forecast shows a slower rate of
               growth than in the past few years,

            o  that L-3's organic sales growth has also benefited from its
               support of U.S. military operations in Iraq and Afghanistan and
               the U.S. supplemental DoD budget appropriations to pay for such
               U.S. military operations, and

            o  that L-3's organic sales growth is also impacted by its ability
               to retain existing business and successfully compete for new
               business, and that L-3's largest contract in terms of annual
               sales is expected to be re-competed during the next few months.

         In response to the Staff's comment, in the results of operations
         discussion for the three and six month periods ended June 30, 2006,
         where a fluctuation was caused by more than one element of the
         business, we disclosed, when meaningful, the amount of the fluctuation
         attributable to each element and the underlying trends that caused the
         fluctuation. See pages 44 to 55 of the Second Quarter Quarterly Report.

         In addition, we will provide similar disclosures and other meaningful
         data, as appropriate, in prospective Quarterly Reports on Form 10-Q and
         Annual Reports on Form 10-K.

         Furthermore, on page 42 in the expanded overview section of the MD&A
         under the caption "Other 2006 Second Quarter Events," L-3 highlighted
         and discussed two significant charges (litigation and stock-based
         compensation) that impacted its results for the second quarter of
         2006.


CONTRACTUAL OBLIGATIONS, PAGE 48
- --------------------------------

3.       PLEASE DISCLOSE YOUR INTEREST PAYMENTS.

         In response to the Staff's comment, L-3 will revise its contractual
         obligations table in its Annual Report on Form 10-K for the year ending
         December 31, 2006 to add a row to disclose expected interest payments
         based on the amount of outstanding debt as of December 31, 2006. To the
         extent there are any material changes in our contractual obligations,
         we will provide additional disclosures in our Quarterly Report on Form
         10-Q for the period ended September 30, 2006 disclosing such changes.


NOTE 2. COMMERCIAL, PRIMARILY PRODUCTS, PAGE F-9
- ------------------------------------------------

4.       PLEASE TELL US HOW YOU CONSIDERED EITF 00-21 WHEN DETERMINING YOUR
         REVENUE RECOGNITION POLICY FOR YOUR COMMERCIAL PRODUCTS. ALSO, TELL US
         THE CIRCUMSTANCES WHEN SALES ARE NOT RECOGNIZED UNDER SAB 104.

         In response to the Staff's comment, we added disclosure in Note 2,
         Basis of Presentation of our Second Quarter Quarterly Report clarifying
         that substantially all of L-3's commercial, primarily products sales
         are single element arrangements that contain one deliverable (i.e., the
         product) that represents one unit of accounting. L-3 advises the Staff
         that its sales from its commercial, primarily products businesses are
         generated from avionics products, security and detection products,
         microwave communication products and components and infrared sensor
         components. Substantially all of the revenue arrangements for the sale
         of these products do not require the delivery or performance of
         multiple products or services.




Mr. Larry Spirgel
August 18, 2006
Page 5



         In response to the Staff's comment, L-3 also supplementally advises the
         Staff that L-3's formal written accounting policies and revenue
         recognition guidelines incorporate the criteria of SAB 104 and EITF
         00-21. L-3's accounting policies and guidelines require that the
         finance department of each L-3 business unit consider the criteria of
         SAB 104 and EITF 00-21 when determining revenue recognition for each
         revenue arrangement:

            1. evaluate all deliverables, including all related terms and
               conditions, in a revenue arrangement to determine whether they
               represent more than one separate unit of accounting for revenue
               recognition purposes, and

            2. objectively measure and allocate the revenue arrangement's total
               consideration (sales price) to each separate unit of accounting.

         Furthermore, L-3 advises the Staff that it has modified Note 2 of its
         Second Quarter Quarterly Report to indicate the circumstances when
         sales are not recognized under SAB 104. Our revised disclosure is
         contained on page 7 of our Second Quarter Quarterly Report. L-3
         supplementally advises the Staff that approximately 17% of L-3's total
         commercial, primarily products sales are accounted for using the
         percentage-of-completion method of accounting prescribed in SOP 81-1
         and are not accounted for using SAB 104. These sales principally relate
         to written revenue arrangements, or contracts, which require L-3 to
         produce tangible assets and/or provide services related to the
         production of tangible assets according to the buyer's specifications
         and generally to design, develop, manufacture, modify, upgrade, test
         and integrate complex electronic equipment and to provide related
         engineering services and these contracts are within the scope of SOP
         81-1.


NOTE 3. ACQUISITIONS, PAGE F-15
- -------------------------------

5.       FOR YOUR TITAN ACQUISITION AND ANY OTHER MATERIAL BUSINESS COMBINATION,
         PLEASE TELL US AND DISCLOSE ALL INFORMATION REQUIRED BY PARAGRAPH 52 OF
         SFAS 141 REGARDING YOUR IDENTIFIABLE INTANGIBLE ASSETS.

         IN ADDITION, GIVEN THAT GOODWILL IS ALMOST 80% OF THE PURCHASE PRICE,
         PLEASE TELL US AND DISCLOSE IN DETAIL THE FACTORS THAT CONTRIBUTED TO A
         PURCHASE PRICE THAT RESULTED IN RECOGNITION OF THIS SIGNIFICANT AMOUNT
         OF GOODWILL.

         In response to the first part of the Staff's comment, L-3 advises the
         Staff that in regard to the Titan acquisition it has disclosed all
         information required by paragraph 52 of SFAS 141 in Note 4,
         Acquisitions, (Note 4) on page 13 in its Second Quarter Quarterly
         Report. No other business combinations occurred during 2005 and the six
         months ended June 30, 2006 that were material, either individually or
         in the aggregate. Therefore, L-3 believes the disclosures required by
         paragraph 52 of SFAS 141 are only applicable to Titan and have been
         complied with. In addition, we will provide similar disclosures for all
         material business acquisitions, if any, in prospective Quarterly
         Reports on Form 10-Q and Annual Reports on Form 10-K.

         In response to the second part of the Staff's comment, L-3 advises the
         Staff that, as disclosed in Note 4 on page 11 of its Second Quarter
         Quarterly Report, at the date of acquisition, Titan had over 8,000
         employees with U.S. Government security clearances, including 4,000
         employees with top secret and above clearances. In addition, as
         disclosed in Note 6, Goodwill and Identifiable Intangible Assets, (Note
         6) on page 16 of our Second Quarter Quarterly Report, the largest
         intangible asset for the businesses that L-3 acquires are generally the
         value of their assembled workforces. Because intangible assets for
         assembled workforces are part of goodwill, the






Mr. Larry Spirgel
August 18, 2006
Page 6



         substantial majority of the intangible assets for L-3's business
         acquisitions have been recognized as goodwill.

         As discussed above, we modified the disclosure in Note 6 to provide, in
         detail, the major factors that contribute to a purchase price
         allocation resulting in the recognition of a significant amount of
         goodwill. In addition, we will provide these disclosures in prospective
         Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.

         L-3 supplementally advises the Staff that, as disclosed in Note 6 on
         page 17 of its Second Quarter Quarterly Report, the most significant
         identifiable intangible asset that is separately recognized apart from
         goodwill in accordance with SFAS 141 for the Company's business
         acquisitions is customer contractual relationships. However, the
         amounts recognized for customer contractual relationship intangible
         assets by L-3 in the purchase price allocation for its business
         acquisitions is not significant relative to amounts recognized for
         goodwill because the acquired customer contractual relationships do not
         generate significant excess earnings. Specifically, the expected annual
         after-tax cash flows attributable to the customer contractual
         relationships is not significantly greater than the estimated annual
         required rate of return on the fair value of the assets of the acquired
         business required to generate those cash flows, primarily because U.S.
         Government acquisition regulations generally limit the profit margin
         that can be priced into most contract bids and proposals. For most bids
         and proposals, U.S. Government contractors are required to provide
         their customers detailed cost, profit and pricing data according to
         U.S. Government pricing regulations prior to the award of the contract.
         In addition, the U.S. Government actively monitors cost and pricing
         data provided to it by its contractors and the U.S. Defense Contracting
         Audit Agency periodically performs audits of U.S. Government
         contractors to test compliance with the U.S. Government acquisition
         regulations.

         L-3 also advises the Staff that it has consulted with an independent
         valuation firm regarding L-3's valuation methodology, and reviewed such
         methodology with that firm. That firm has agreed with the methodology
         and results. In addition, L-3 has obtained a separate written valuation
         report from that independent valuation firm to estimate the fair value
         of acquired identifiable assets, including customer relationships, for
         the Titan acquisition.

6.       BASED ON YOUR DISCLOSURES IN NOTE 5, IT APPEARS THAT INTANGIBLE ASSETS
         FOR CONTRACTS RELATED TO THE ACQUISITIONS WERE NOT RECOGNIZED. PLEASE
         TELL US WHY YOU DID NOT RECOGNIZE INTANGIBLE ASSETS FOR CONTRACTS UNDER
         PARAGRAPH 39 OF FAS 141.

         In response to the Staff's comment, L-3 advises the Staff that
         intangible assets for contracts related to business acquisitions were
         recognized. To further clarify this point, L-3 expanded its disclosure
         in Note 5, Contracts in Process, on page 14 of its Second Quarter
         Quarterly Report as follows:

              Identifiable intangible assets related to contracts in process
              assumed by the Company in its business acquisitions and the
              underlying contractual customer relationships are separately
              recognized at the date of acquisition, and are discussed and
              presented in Note 6.

         Additionally, in Note 6 on page 17, L-3 expanded its disclosure as
         follows:

              The most significant identifiable intangible asset that is
              separately recognized in accordance with SFAS 141 for the
              Company's business acquisitions is customer contractual
              relationships. All of the Company's customer relationships are
              established through written customer contracts (revenue
              arrangements).




Mr. Larry Spirgel
August 18, 2006
Page 7



         L-3 supplementally advises the Staff that the information in the
         intangible asset table on page 17 of its Second Quarter Quarterly
         Report, that was previously captioned as "customer relationships" was
         changed to "customer contractual relationships" to clarify that
         intangible assets are recognized for contracts related to business
         acquisitions.

7.       WE NOTE YOUR REFERENCE ON PAGE F-16 TO A THIRD PARTY VALUATION
         CONSULTANT WITH RESPECT TO THE VALUATION OF THE IDENTIFIABLE INTANGIBLE
         ASSETS FOR THE TITAN PURCHASE. WHILE YOU ARE NOT REQUIRED TO REFER TO
         THIS THIRD PARTY VALUATION CONSULTANT, WHEN YOU DO, YOU SHOULD DISCLOSE
         THE NAME OF THE EXPERT. IF YOU DECIDE TO DELETE YOUR REFERENCE TO THE
         THIRD PARTY VALUATION CONSULTANT, PLEASE REVISE THE DISCLOSURES TO
         EXPLAIN THE THEORETICAL MODELS AND ASSUMPTIONS USED BY YOU TO DETERMINE
         THE VALUATION.

         In response to the Staff's comment, L-3 advises the Staff that it has
         provided an explanation of the model and assumptions used to determine
         the valuation of the most significant identifiable intangible asset
         acquired in the Titan acquisition, which was for Titan's customer
         contractual relationships. The disclosure is contained in footnote (e)
         to the tabular disclosure of the Titan purchase price allocation,
         included in Note 4 on page 12 of L-3's Second Quarter Quarterly Report.

         In addition, we will provide this disclosure in prospective Quarterly
         Reports on Form 10-Q and Annual Reports on Form 10-K, and also will not
         include any references to the use of third party valuation consultants
         in our future filings.


NOTE 14. COMMITMENTS AND CONTINGENCIES, PAGE F-38
- -------------------------------------------------

8.       PLEASE TELL US WHY IT IS NOT NECESSARY TO DISCLOSE THE AMOUNT ACCRUED
         FOR THE POTENTIAL LOSS, THE AMOUNT RECOGNIZED FOR THE PROBABLE RECOVERY
         FROM YOUR INSURANCE CONTRACTS, AND THE ESTIMATE OF THE POSSIBLE LOSS OR
         RANGE OF LOSS.

         In response to the Staff's comment, L-3 has expanded its disclosure in
         Note 13, Commitments and Contingencies, on page 27 in its Second
         Quarter Quarterly Report to: (1) make reference to the amount of
         liabilities recorded for pending and threatened litigation, which
         amounts were separately disclosed in Note 7, Other Current Liabilities
         and Other Liabilities on page 18 of L-3's Second Quarter Quarterly
         Report, and (2) indicate that no amounts have been recorded for
         recoveries from insurance contracts. L-3 supplementally advises the
         Staff that with respect to such matters for which no loss has been
         accrued, a possible loss or range of loss could not be determined or
         reasonably estimated and therefore, was not disclosed.

         In addition, we will provide similar disclosures in prospective
         Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.


NOTE 17. SEGMENT INFORMATION, PAGE F-52
- ---------------------------------------

9.       WE NOTE THE DESCRIPTION OF YOUR REPORTABLE SEGMENTS ON PAGE F-8 AND THE
         DISCUSSION OF YOUR PRODUCTS AND SERVICES ON PAGES 3-11. PLEASE TELL US
         HOW THE OPERATING SEGMENTS IN EACH REPORTABLE SEGMENT MET THE
         AGGREGATION CRITERIA UNDER PARAGRAPH 17 OF FAS 131.

         In response to the Staff's comment, L-3 expanded the disclosure in Note
         16, Segment Information, of its Second Quarter Quarterly Report as
         follows.




Mr. Larry Spirgel
August 18, 2006
Page 8



              At June 30, 2006, the Company's reportable segments were comprised
              of 76 operating segments as defined in SFAS 131, Disclosures About
              Segments of an Enterprise and Related Information (SFAS 131). The
              Company's operating segments are each less than 10% of the
              Company's consolidated gross sales before intersegment
              eliminations, operating income and total assets, and are
              aggregated into the Company's four reportable segments in
              accordance with the aggregation criteria in SFAS 131.

         L-3's operating segments satisfy the aggregation criteria in paragraph
         19 of FAS 131 and have been aggregated into larger reportable segments
         because they share similar economic characteristics and at least a
         majority of the five aggregation criteria listed in paragraph 17 of FAS
         131. A discussion of how the operating segments in each of L-3's four
         reportable segments met the aggregation criteria under paragraph 17 of
         FAS 131 is set forth below.

         Command, Control, Communications, Intelligence, Surveillance and
         Reconnaissance Reportable Segment (C(3)ISR)

         The C(3)ISR operating segments have similar economic characteristics.
         The C(3)ISR reportable segment is comprised of six operating segments.
         The C(3)ISR businesses are expected to have similar annual sales growth
         rates, depending primarily on the annual budget priorities of the U.S.
         Department of Defense (DoD), in which the businesses participate. The
         businesses are also expected to have similar long-term average
         operating margins because most of our sales are made to U.S Government
         agencies, primarily the Department of Defense, and U.S. Government
         acquisition regulations generally limit the profit margin that can be
         priced into most contract bids and proposals. For most bid and
         proposals, U.S. Government contractors, including L-3, are required to
         provide their customers with detailed cost and pricing data in
         accordance with U.S. Government pricing regulations prior to the award
         of the contract. The annual operating margins for a particular business
         in the reportable segment, however, could vary from year to year, and
         even be less or greater than the expected long-term average operating
         margins for the reportable segment, based on the contract-type sales
         mix (i.e., fixed-price type, cost-reimbursable type or
         time-and-material type contracts) of the business during the particular
         year, and the stage of the product life cycle for the business's major
         products, contracts or programs. For example, fixed-priced type
         contracts are usually more profitable than cost-reimbursable type
         contracts and time & material-type contracts. Products tend to become
         more profitable as they mature, and profitability tends to improve
         during the later stages of multi-year contracts, as performance
         progresses.

         i.   The nature of the C(3)ISR operating segments products and services
              are similar. The nature of the products and services within the
              C(3)ISR segment, typically have the following characteristics:

              o    require substantial non-recurring or development efforts,
                   which are generally funded by, and become the property of,
                   the customer;

              o    have 12 to 24 month lead times to deliver products;

              o    develop and sell systems and subsystems or support services;

              o    generally have systems or subsystems that have long-lived
                   follow-on support periods with substantial changes during the
                   life cycle;




Mr. Larry Spirgel
August 18, 2006
Page 9



              o    are characterized to a large degree by multi-year sole
                   source contract procurements;

              o    have contracts that are performed by employees having highly
                   skilled engineering and technical qualifications;

              o    involve subsystems that are generally DoD classified at top
                   secret and secret levels; and

              o    require substantial follow-on support services, and,
                   typically, several periodic upgrades and modifications are
                   made to the subsystems over their life cycle, under separate
                   contracts.

              Often contracts require the provision of products and related
              services. In many instances, cost-type development contracts are
              used to define and produce a prototype, followed by fixed-price
              production contracts. Further, the nature of substantially all of
              the products within the C(3)ISR reportable segment are similar
              because they are substantially all produced in low volume
              quantities. There is a minimum amount of production line type of
              manufacturing involved in the products since they are usually
              produced in prototype manufacturing environments because of their
              low production quantities.

         ii.  The production processes of the C(3)ISR operating segments are
              similar. For all businesses within the C(3)ISR reportable segment,
              program managers and supporting staff are assigned to monitor each
              contract and are held accountable for contract performance,
              including coordination with the customer. The program manager is
              also responsible for coordinating and monitoring progress of the
              assigned engineers and technicians. Because products are
              manufactured in limited quantities, they are not mass produced and
              production planning and scheduling is performed for specific
              contracts. The contracts for products require limited physical
              production activity since the products have significant customized
              software content. Most contractual activity is performed by highly
              skilled engineers and technicians. Service contracts require the
              same program management structure and process to deliver the
              services.

         iii. The type or class of customers of the C(3)ISR operating segments
              is similar. The customers for substantially all of the C(3)ISR
              businesses are the DoD, U.S. Government intelligence agencies and
              foreign government ministries of defense (MoDs). Products and
              services are either sold directly to the "government" customers,
              or as subcontractors/suppliers to a prime contractor of the
              "government" end customers.

         iv.  The methods used to distribute products or provide services of the
              C(3)ISR operating segments are similar. Marketing and sales of all
              of the products and services are always direct to the customers,
              via bids and proposals, with a limited number of representatives
              used for foreign sales.

         v.   The nature of the regulatory environment for the C(3)ISR operating
              segments is similar. The businesses within the C(3)ISR reportable
              segment are subject to extensive U.S. Government procurement
              regulations for the products sold to the DoD and other U.S.
              Government agencies. They are all subject to the Federal
              Acquisition Regulation (FAR), Cost Accounting Standards (CAS), and
              government audit requirements.





Mr. Larry Spirgel
August 18, 2006
Page 10



         Government Services (GS) Reportable Segment

         The GS operating segments have similar economic characteristics. The GS
         reportable segment is comprised of nine operating segments. The GS
         businesses are expected to have similar annual sales growth rates.
         These businesses also have similar long-term average operating margins
         because most of our sales are made to U.S Government agencies,
         primarily the Department of Defense and U.S. Government acquisition
         regulations generally limit the profit margin that can be priced into
         most contract bids and proposals. For most bids and proposals, U.S.
         Government contractors, including L-3, are required to provide their
         customers with detailed cost and pricing data in accordance with U.S.
         Government pricing regulations prior to the award of the contract. The
         annual operating margins for a particular business in the segment,
         however, could vary, and even be less or greater than the expected
         long-term average operating margins for the segment, based on the
         contract-type sales mix of the business during the year. For example,
         fixed-priced type contracts are usually more profitable than
         cost-reimbursable type contracts and time & material-type contracts.
         Most of the contracts in this segment are cost-reimbursable type and
         time-and-material type. In addition, sales within this segment are made
         under long-term contracts with the DoD or US Intelligence agencies,
         including a mix of multi-year sole source and competitively bid
         contracts. There are no substantive differences among the financial
         arrangements of contracts used by the GS businesses.

         i.   The nature of the GS operating segments products and services are
              similar. The nature of the products and services within the GS
              businesses, typically have the following characteristics:

              o    multi-year contract procurements, which are sole source or
                   characterized by a few qualified suppliers (contractors);

              o    most revenues are generated from providing training or
                   support services for customers, instead of procurement of
                   hardware and products;

              o    the L-3 businesses are usually prime contractors;

              o    have contracts that are performed by employees having highly
                   skilled engineering and technical qualifications; and

              o    involve services that are generally DoD classified work at
                   top secret and secret levels.

         ii.  The production processes of the GS operating segments are similar.
              For all businesses within the reportable segment, program managers
              and supporting staff are assigned to monitor each contract and are
              held accountable for contract performance, including required
              coordination with the customer. The program manager is also
              responsible for coordinating and monitoring progress of the
              assigned engineers and technicians. Scheduling is performed for
              specific contracts. Most contractual activity is performed by
              highly skilled engineers and technicians.

         iii. The type or class of customers of the GS operating segments is
              similar. The customers for substantially all of the products and
              services sold or provided by each of the Government Services
              businesses are the DoD, U.S. Government intelligence agencies and
              foreign MoDs. Most sales for each of the GS operating segments are
              made directly to the end customer, instead of to prime contractors
              of the end customers.



Mr. Larry Spirgel
August 18, 2006
Page 11



         iv.  The methods used to distribute products or provide services of the
              GS operating segments are similar. Marketing and sales of all of
              the products and services of the Government Services businesses
              are always direct to the customers, via bids and proposals.

         v.   The nature of the regulatory environment for the GS operating
              segments is similar. The businesses within the GS reportable
              segment are subject to extensive U.S. Government procurement
              regulations for the products sold to the DoD and other U.S.
              Government agencies. Accordingly, they are all subject to the FAS,
              CAS and government audit requirements.

         Aircraft Modernization and Maintenance Reportable Segment (AM&M)

         The AM&M operating segments have similar economic characteristics. The
         AM&M reportable segment is comprised of six operating segments. The
         AM&M businesses are expected to have similar annual sales growth rates,
         depending on the growth rate in the underlying aircraft market segments
         in which the business participates. The businesses also have similar
         long-term average operating margins. The annual operating margins for a
         particular business in the segment, however, could vary, and even be
         less or greater than the expected long-term average operating margins
         for the segment, based on the contract-type sales mix and the products
         vs. services sales mix of the business during the year, and the stage
         of the product life cycle for the business major products, contract or
         programs. For example, fixed-priced type contracts are usually more
         profitable than cost-reimbursable type contracts and time &
         material-type contracts, and products tend to become more profitable as
         they mature, and profitability tends to improve during the later stages
         of multi-year contracts, as performance progresses. Often contracts
         require the provision of products and services. In addition, sales
         within this segment are made under long-term agreements with the DoD,
         prime contractors to the DoD, and foreign MoDs, including a mix of
         multi-year sole source and competitively bid contracts.

         i.   The nature of the AM&M operating segments products and services
              are similar. The nature of the products and services within the
              AM&M reportable segment typically have the following
              characteristics:

              o    principally related to military aircraft;

              o    the platforms (aircraft) of the end customers served by the
                   segment are characterized by very long-term investment
                   recovery periods;

              o    have systems or subsystems that have 10 year or greater
                   product life cycles;

              o    are characterized to a large degree by multi-year contract
                   procurements or periods of performance;

              o    capital intensive businesses (e.g., aircraft hangars,
                   airfields, bases, etc.), either contractor furnished, or
                   U.S. Government-owned contractor operated (GOCO) facilities;
                   and

              o    have contracts that are performed by employees having highly
                   skilled engineering and technical qualifications.




Mr. Larry Spirgel
August 18, 2006
Page 12



         ii.  The production processes of the AM&M operating segments are
              similar. For all businesses within the segment program managers
              and supporting staff are assigned to monitor each contract and are
              held accountable for contract performance, including coordination
              with the customer. The program manager is also responsible for
              coordinating and monitoring progress of the assigned engineers and
              technicians. Because products are manufactured in limited
              quantities, they are not mass produced and production planning and
              scheduling is performed for specific contracts. Most of those
              electronic parts are commercially available and are not specially
              designed and manufactured to unique customer specifications. The
              contracts for products require limited physical production
              activity since the products have significant software content.
              Most contractual activity is performed by highly skilled engineers
              and technicians.

         iii. The type or class of customers of the AM&M operating segments is
              similar. The customers for substantially all of the products and
              services sold or provided by the AM&M businesses, are the DoD,
              foreign MoDs, and aircraft OEMs.

         iv.  The methods used to distribute products or provide services of the
              AM&M operating segments are similar. Marketing and sales of all of
              the products and services of the segment are generally direct to
              the customers, via bids and proposals with a limited number of
              representatives used for foreign sales and certain general
              aviation segment sales in the U.S.

         v.   The nature of the regulatory environments of the AM&M operating
              segments are similar. The businesses within the AM&M segment are
              subject to extensive U.S. Government procurement regulations for
              the products sold to the DoD and other U.S. Government agencies,
              as well as foreign government regulations.

         Specialized Products (SP) Reportable Segment

         The SP operating segments have similar economic characteristics. The SP
         reportable segment is comprised of 55 operating segments. The SP
         businesses have similar long-term profit margins. Based on their future
         prospects, all of the businesses are expected to grow annual revenues
         at similar rates. Additionally, the majority of the sales from each of
         the Specialized Products businesses are derived from fixed-price
         contracts or purchase orders. The contracts and purchase orders require
         limited development efforts with little or no customer provided R&D
         funding and, accordingly, L-3 retains the development risk of new
         products. Most of these businesses have substantially lower dependence
         on U.S. government contracts and are subject to greater competitive
         pressures and commercial risks. In addition, the Company retains
         substantial inventory risks.

         i.   The nature of the products and services of the SP operating
              segments are similar. The SP businesses all manufacture products
              (essentially electronic hardware), which are components, parts or
              subassemblies used by OEM customers in their products/systems.
              Those products cover applications such as aviation products:

              o    avionics collision avoidance and terrain awareness systems,
                   cockpit voice and flight data recorders; and

              o    displays (aircraft, shipboard land vehicles), towed sonar
                   arrays, dipping sonars, instrumentation transmitters,
                   receivers, flight terminators, antennas, power conditioners,
                   converters and distributors, microwave components for radar
                   navigation, instrumentation, microwave links, fuzes for
                   weapons, GPS guidance receivers, radios,





Mr. Larry Spirgel
August 18, 2006
Page 13



                   transponders for satellite, telemetry receivers for
                   missiles, aircraft and satellite test and command and
                   control during test.

              In summary, all products are "black boxes" or subassemblies,
              manufactured with high electronics content. They are sold as
              catalogue devices, generally in large quantities. The products
              have minimum life cycle changes, little customer funded R&D, and
              product warranties usually last for one year. These products have
              short lead times (except for certain avionics suite products) and
              are procured as needed by the customer. The products are sold
              into larger subsystems of OEMs including radar systems,
              navigation systems, cockpits, satellite systems, communication
              systems, sonar systems, and precision ammunitions.

         ii.  The production processes of the SP operating segments are similar.
              The production processes for substantially all of the businesses
              within the Specialized Products reportable segment involve the
              designing and assembly in large quantities of electronic parts
              with limited customization for individual customers or contracts
              (excluding for example, the SPD-PacOrd business which is a ship
              repair, maintenance and overhaul services company). The products
              are manufactured using substantially similar printed circuit
              boards, surface mounts and harnesses. Most of those electronic
              parts are commercially available and not specially designed and
              manufactured to unique customer specifications. Accordingly, the
              material content of the products generally represents about 40% of
              the product costs. The manufacturing workforces consist of direct
              and indirect labor that do not possess professional or unique
              skills.

         iii. The types or classes of customers of the SP operating segments are
              similar. The customers for substantially all products within the
              Specialized Products reportable segment are the DoD, foreign
              governments, and aerospace or communications equipment OEMs who
              are manufacturers of submarines, surface vessels, aircraft,
              communication systems and networks and weapon systems.

         iv.  The methods used to distribute products or provide services of the
              SP operating segments are similar. Selling and distribution for
              products within the Specialized Products reportable segment is
              predominantly accomplished using bids and proposals, sales
              representatives or product catalogues.


OTHER STAFF COMMENT
- -------------------

         An additional comment was received from the Staff during a telephone
         conversation on July 19, 2006, between Ralph D'Ambrosio, L-3's Vice
         President - Finance and Principal Accounting Officer, and Dean Suehiro,
         Senior Staff Accountant. Mr. Suehiro requested that L-3 clarify and
         explain the meaning of "reasonably assured" in the following statement
         on page F-10 of L-3's Annual Report on Form 10-K for the year ended
         December 31, 2005: "incentive and award fees on these contracts are
         recorded as sales when the conditions under which they are earned are
         reasonably assured of being met and can be reasonably estimated." L-3
         advises the Staff that for these cost-reimbursable contract type
         revenue arrangements the Company includes estimated incentive fees and
         award fees in its total estimated contract revenues and recognizes them
         on a percentage-of-completion basis as sales are recognized on the
         applicable contracts in accordance with ARB 43 and SOP 81-1.
         Specifically, estimates of incentive fees and award fees, as the case



Mr. Larry Spirgel
August 18, 2006
Page 14



         may be, are included in total estimated contract revenue when they are
         reliably predictable as a component of total estimated contract revenue
         for the applicable cost-reimbursable contract and when the Company is
         able to make reasonably dependable estimates for them. The statement in
         L-3's Form 10-K is based on the guidance provided in SOP 81-1 and the
         AICPA Audit and Accounting Guide, Federal Government Contractors (the
         "Guide").

         Specifically, paragraph 3.29 of the Guide states:

               The recognition of revenue on contracts containing provisions for
               incentives and award fees should be in conformity with SOP 81-1.
               Paragraph 23 of SOP concludes that "the use of
               percentage-of-completion method depends on the ability [of the
               contractors] to make reasonably dependable estimates."

         Furthermore, as noted in paragraph 3.03 of the Guide:

               all components of contract revenue - including basic contract
               price, contract option, change orders, claims, and incentive
               payments, such as award fees and performance incentives - should
               be considered in determining total estimated revenue.

         L-3 also advises the Staff that in its future filings, the Company will
         modify the description for its accounting policy for incentive fees and
         award fees on cost-reimbursable type contracts as follows:

               Incentive and award fees on cost-reimbursable type contacts are
               included as an element of total estimated contract revenues and
               are recorded to sales in accordance with SOP 81-1 when a basis
               exists for the reasonable prediction of performance in relation
               to established contractual targets and the Company is able to
               make reasonably dependable estimates for them.

                                      * * *

         In connection with this comment response letter, we acknowledge that:

         o    the Company is responsible for the adequacy and accuracy of the
              disclosure in the filings;

         o    Staff comments or changes to disclosure in response to Staff
              comments do not foreclose the Commission from taking any action
              with respect to the filings; and

         o    the Company may not assert Staff comments as a defense in any
              proceeding initiated by the Commission or any person under the
              federal securities laws of the United States.






Mr. Larry Spirgel
August 18, 2006
Page 15



         Any questions concerning the response to the Staff's comment letter may
be directed to myself (telephone: (212) 805-5261, fax (212) 805-5264).

                                          Sincerely,

                                          /s/ Ralph G. D'Ambrosio

                                          Ralph G. D'Ambrosio
                                          Vice President-Finance
                                          (Principal Accounting Officer)