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SEC FORM 4 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*
DUNN JAMES W
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior VP and President
3. Date of Earliest Transaction (Month/Day/Year)
10/07/2005
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
Common Stock 08/09/2005 S 722 D $78.56 848(1) D
Common Stock 08/18/2005 M 8,000 A $39.695 8,848(2) D
Common Stock 08/18/2005 S 8,000 D $79.25 848(2) D
Common Stock 08/18/2005 M 13,333 A $45.11 14,181(3) D
Common Stock 08/18/2005 S 13,333 D $79.25 848(3) D
Common Stock 08/18/2005 M 4,667 A $45.8 5,552(4) D
Common Stock 08/18/2005 S 4,667 D $79.25 848(4) D
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
11/15/01 Stock Option $39.695 08/18/2005 M 8,000 (5) 11/15/2011 Common Stock 8,000 $0 0 D
7/21/03 Stock Option $45.11 08/18/2005 M 13,333 (5) 07/21/2013 Common Stock 13,333 $0 0 D
11/14/03 Stock Option $45.8 08/18/2005 M 4,667 (5) 11/14/2013 Common Stock 4,667 $0 28,666 D
Explanation of Responses:
1. Does not include options held as of August 12, 2005 to purchase 38,000 shares of common stock which are exercisable within 60 days of August 9, 2005.
2. Does not include options held as of August 18, 2005 to purchase 30,000 shares of common stock which are exercisable within 60 days of August 18, 2005.
3. Does not include options held as of August 18, 2005 to purchase 16,667 shares of common stock which are exercisable within 60 days of August 18, 2005.
4. Does not include options held as of August 18, 2005 to purchase 12,000 shares of common stock which are exercisable within 60 days of August 18, 2005.
5. On November 15, 2001, Mr. Dunn was granted an option to purchase 24,000 shares of common stock, which option vested over a 3-year period in increments of 8,000 shares of common stock per year. On July 21, 2003, Mr. Dunn was granted an option to purchase 20,000 shares of common stock, which option vested over a 3-year period in increments of 6,667 shares of common stock per year. On November 11, 2003, Mr. Dunn was granted an option to purchase 50,000 shares of common stock, which option vested over a 3-year period in increments of 16,667 shares of common stock per year.
/s/ Christopher C. Cambria 10/07/2005
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.



                                                                      EXHIBIT 24


                                  James W. Dunn
                                Exhibit to Form 4
                        L-3 Communications Holdings, Inc.
                                 October 7, 2005
                                 ---------------

                                  AUTHORIZATION

     The undersigned hereby appoints Christopher C. Cambria and Michael T.
Strianese, each acting alone, as his or her Authorized Representative to execute
and file with the Securities and Exchange Commission, in the name and on behalf
of the undersigned, any and all of the following documents pursuant to Section
16(a) of the Securities Exchange Act of 1934 and the Rules promulgated
thereunder which relate to the securities of L-3 Communications Holdings, Inc.:
(i) Initial Statement of Beneficial Ownership on Form 3, (ii) Statement of
Changes in Beneficial Ownership on Form 4, and (iii) Annual Statement of Changes
in Beneficial Ownership on Form 5. This Authorization shall take effect as of
the date hereof and shall remain in full force and effect until the earlier of
the fifth anniversary hereof or the revocation of this Authorization by the
undersigned.


Date: January 6, 2004




                                                          By: /s/ James W. Dunn
                                                              ------------------
                                                              James W. Dunn