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): December 11, 2007

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 240.13e-4(c))

SECTION 8 — OTHER EVENTS

ITEM 8.01 — OTHER EVENTS.

On December 11, 2007, L-3 Communications Holdings, Inc. (the ‘‘Company’’) issued a press release announcing that its Board of Directors approved a new share repurchase program, authorizing the Company to repurchase up to an additional $750 million of the Company’s outstanding common stock over the next two years.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(D) EXHIBITS.

Exhibit Number			Title
99			Press release, dated December 11, 2007, issued by L-3 Communications Holdings, Inc.

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/ Kathleen E. Karelis
						Name:			Kathleen E. Karelis
						Title:			Senior Vice President, General Counsel and Corporate Secretary

Dated: December 12, 2007

EX-99

EXHIBIT 99

Contact:	L-3 Communications Corporate Communications 212-697-1111

For Immediate Release

Contact:	FD Investors: Eric Boyriven, Alexandra Tramont Media: Evan Goetz 212-850-5600

L-3 ANNOUNCES A NEW $750 MILLION SHARE REPURCHASE PROGRAM

NEW YORK, NY, December 11, 2007 – L-3 Communications Holdings, Inc. (NYSE: LLL) announced today that its Board of Directors has approved a new share repurchase program, authorizing the company to repurchase up to an additional $750 million of the company’s common stock over the next two years, effective immediately.

‘‘We are pleased to increase our share repurchase program,’’ said Michael T. Strianese, President and Chief Executive Officer of L-3. ‘‘L-3 is committed to disciplined capital allocation, which includes productively deploying the company’s strong cash flow to increase shareholder value. Our share repurchases will continue to supplement the cash we return to shareholders with dividends.’’

This new share repurchase authorization represents L-3’s second authorization.  The first occurred in December 2006 and was for $500 million over two years.  The company expects to complete the first repurchase authorization by the end of 2007.

Repurchases under the program may be made through open market purchases, private transactions, transactions structured through investment banking institutions, or any combination thereof, in accordance with applicable federal securities laws. The timing of repurchases and the exact number of shares of common stock to be purchased will be determined by the company’s management and will depend upon market conditions and other factors. The program will be funded using the company’s cash on hand and cash generated from operations. The program may be extended, suspended or discontinued at any time without prior notice.

Headquartered in New York City, L-3 Communications employs over 63,000 people worldwide and is a prime system contractor in aircraft modernization and maintenance, C³ISR (Command, Control, Communications, Intelligence, Surveillance and Reconnaissance) systems and government services.  L-3 is also a leading provider of high technology products, systems and subsystems.  The company reported 2006 sales of $12.5 billion. 

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

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L-3 Announces a New $750 Million Share Repurchase Program Page 2

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,’’ ‘‘could’’ 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 Securi ties 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. 

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