November 30, 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 QUARTERS ENDED SEPTEMBER 30, 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
November 17, 2006, related to the above referenced documents. L-3 advises the
Staff that it will take the Staff's comments into account in future SEC filings.
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.

     1.   WE OFFER THE FOLLOWING OBSERVATIONS FOR CONSIDERATION BY MANAGEMENT.
          WHILE WE UNDERSTAND THAT YOU DO NOT BELIEVE FURTHER DISCLOSURE IS
          NECESSARY IN LIGHT OF THE IMMATERIALITY OF THE TOTAL ADJUSTMENT, WE
          ASK THAT YOU CONSIDER OTHER QUALITATIVE FACTORS, SUCH AS THE DEGREE OF
          PRESS COVERAGE SURROUNDING THIS TOPIC AND THE PUBLIC INTEREST THAT
          COVERAGE HAS GENERATED, IN MAKING YOUR DISCLOSURE DETERMINATIONS.

          (1)  IN THE EVENT INFORMATION IS LATER IDENTIFIED INDICATING THAT THE
               ACTUAL MEASUREMENT DATE OF CERTAIN OPTIONS GRANTS DIFFERS FROM
               THE DATE ESTIMATED USING INFORMATION CURRENTLY AVAILABLE, ANY
               RESULTING DIFFERENCE MUST BE EVALUATED AS AN ERROR PURSUANT TO
               FASB STATEMENT NO. 154. IF SUCH ERROR IS MATERIAL, THE FINANCIAL
               STATEMENTS WOULD NEED TO BE RESTATED.

          As noted in L-3's Quarterly Reports on Forms 10-Q for the six months
          ended June 30, 2006 and the nine months ended September 30, 2006 (the
          "Quarterly Reports"), we conducted a comprehensive review under the
          auspices of the Board of Directors' Audit Committee, composed solely
          of independent directors. Based on that review, L-3 does not believe
          that additional information will be discovered that would suggest the
          use of different measurement dates than the ones the Company has
          selected. Therefore, based on the information that L-3 is aware of,
          the Company does not believe that a restatement relating to the option
          charge will be required in the future.

          (2)  WE BELIEVE THAT, IN LIGHT OF THE UNCERTAINTY WHICH MAY REMAIN
               REGARDING WHEN THE TERMS OF THE OPTIONS WERE FINALIZED, YOU
               SHOULD CONSIDER WHETHER CIRCUMSTANCES SUGGEST THAT INVESTORS
               SHOULD BE PROVIDED ADDITIONAL INFORMATION ABOUT THE WAY THAT THE
               RESTATED AMOUNTS WERE DETERMINED, THE RANGE OF POTENTIAL
               JUDGMENTS THAT COULD HAVE BEEN MADE BY MANAGEMENT, AND THE
               RESULTING RANGE OF POTENTIAL COMPENSATION COSTS THAT COULD HAVE



Mr. Larry Spirgel
November 30, 2006
Page 2



               BEEN RECORDED. IN THIS REGARD, WE REFER YOU TO APB OPINION NO. 22
               AND SEC RELEASE NOS. 33-8040; FR-60, CAUTIONARY ADVICE REGARDING
               DISCLOSURES ABOUT CRITICAL ACCOUNTING POLICIES.

          L-3 advises the Staff that it believes it has disclosed all the
          information that is material regarding the Stock-Based Charge. L-3
          further advises the Staff that in L-3's Annual Report on Form 10-K for
          the period ending December 31, 2006 (the "2006 Annual Report"), the
          Company will amend (as indicated in bold text) the following language
          from its Quarterly Reports:

               The review found that from May 1998 through July 2003, the price
               of L-3 Holdings' stock on the date selected as the grant date and
               accounting measurement date was less than the stock price on the
               formal approval date in substantially all cases. In addition, the
               review found that the date selected by management as (i) the
               grant date, which was in most cases the date specified in the
               unanimous written consent, (ii) the date used to determine the
               exercise price for the stock options, and (iii) the accounting
               measurement date, preceded the date of formal approval for the
               stock options, and in many cases also preceded the date of
               submission of the grants for approval by the Company's
               Compensation Committee or entire Board of Directors. The Company
               has concluded that a number of the unanimous written consents may
               not have been effective on the date specified in the unanimous
               written consent because there was insufficient evidence to
               conclude that all the signatures were received by the Company on
               that date. Therefore, the use of the date specified in the
               unanimous written consent as the accounting measurement date, as
               well as in certain circumstances the option exercise price, was
               incorrect. L-3 DETERMINED AS PART OF THE REVIEW, THAT IT RECEIVED
               EACH SIGNATURE TO THE UNANIMOUS WRITTEN CONSENTS PRIOR TO THE
               TIME THE LETTERS NOTIFYING EMPLOYEES OF THEIR OPTIONS AWARDS
               ("NOTIFICATION LETTERS") WERE SENT TO EMPLOYEES. ACCORDINGLY, THE
               COMPANY USED THE DATES OF THE NOTIFICATION LETTERS SENT TO
               EMPLOYEES (AND NOT THE DATES OF THE UNANIMOUS WRITTEN CONSENTS)
               AS THE MEASUREMENT DATES FOR PURPOSES OF CALCULATING ITS
               STOCK-BASED CHARGE.

               The review also found that the accounting measurement dates used
               for stock option grants to one future employee and employees of
               three acquired businesses were incorrectly the dates specified in
               the unanimous written consent and not the employee's hire date or
               the acquisition dates, which occurred later. IN CONNECTION WITH
               THESE GRANTS, L-3 USED THE NEW HIRE DATE OR ACQUISITION DATES, AS
               APPLICABLE, FOR PURPOSES OF CALCULATING ITS STOCK-BASED CHARGE.

          L-3 advises the Staff that if additional information becomes available
          which the Company believes would be material to investors, L-3 will
          include such disclosures in future filings.

     2.   IN ADDITION, PLEASE INDICATE IN FUTURE FILINGS WHETHER YOUR
          INVESTIGATION UNCOVERED ANY REASONS FOR THE INCORRECT MEASUREMENT DATE
          USED IN OPTION GRANTING PRACTICES. IF THE INVESTIGATION WAS NOT ABLE
          TO DETERMINE THE REASONS FOR THE ORIGINAL ERRORS PLEASE DISCLOSE THAT
          FACT IN FUTURE FILINGS. WE BELIEVE THAT THIS TYPE OF DISCLOSURE IS
          IMPORTANT BECAUSE IN ORDER TO ASSESS THE EFFECTIVENESS OF CHANGES TO
          INTERNAL CONTROLS OVER FINANCIAL REPORTING, IT IS IMPORTANT TO
          IDENTIFY THE CAUSES OF THE ORIGINAL ERRORS. PLEASE PROVIDE THIS
          DISCLOSURE IN ALL AREAS OF YOUR FILING WHERE YOU DISCUSS THE REVIEW OF
          PAST STOCK OPTION GRANTING PRACTICES.

          L-3 advises the Staff that L-3 will include a disclosure substantially
          to the effect that, other than as otherwise disclosed: "The review did
          not reach any further conclusions regarding the reasons for the



Mr. Larry Spirgel
November 30, 2006
Page 3



          original errors that caused the Company's Stock-Based Charge, and the
          Company has taken steps to ensure these errors do not reoccur."

                                                                 * * *

     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)