SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* LAPENTA ROBERT V (Last) (First) (Middle) C/O L-3 COMMUNICATIONS CORPORATION 600 THIRD AVENUE (Street) NEW YORK NY 10016 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol L 3 COMMUNICATIONS HOLDINGS INC [ LLL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President and CFO
	3. Date of Earliest Transaction (Month/Day/Year) 08/13/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Put option (right to sell)	(1)	08/13/2004		J(1)		1		02/10/2006	02/10/2006	Common Stock	175,000	(1)	1	D
Put option (right to sell)	(1)	08/13/2004		J(1)		1		08/14/2006	08/14/2006	Common Stock	100,000	(1)	1	D

Explanation of Responses:

1. The Reporting Person entered into two hedging arrangements termed "variable prepaid forward agreements" with a securities broker effective as of August 13, 2004 and relating to an aggregate of 275,000 shares of the Issuer's Common Stock, $0.01 par value per share (the "Shares"). Each arrangement is reflected in Table II as the acquisition of a put option. Following the scheduled expiration date of February 10, 2006 with respect to 175,000 Shares, the number of such Shares deliverable upon exercise of the put may vary, reflecting a minimum price of $58.7084 per share and a maximum price of $67.5146 per share for such Shares. Following the scheduled expiration date of August 14, 2006 with respect to 100,000 Shares, the number of such Shares deliverable upon exercise of the put may vary, reflecting a minimum price of $58.7084 per share and a maximum price of $70.4500 per share for such Shares. In each case prices are subject to adjustment for dividends received and other events.

	/s/ Christopher C. Cambria (Authorized Signatory)	08/17/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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