EXHIBIT 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the registration
statements on Form S-8 (File Nos. 333-59281, 333-64389, 333-78317 and
333-64300) and on Form S-3 (File Nos. 333-58328, 333-75558 and 333-84826) of
L-3 Communications Holdings, Inc. and subsidiaries of our report dated February
19, 2002 relating to the financial statements of the Aircraft Integration
Systems Business of Raytheon Company, which appears in the current report on
Form 8-K of L-3 Communications Holdings, Inc. and L-3 Communications
Corporation dated March 22, 2002.


                                        /s/ PricewaterhouseCoopers LLP



Dallas, Texas
May 24, 2002