As filed with the Securities and Exchange Commission on May 12 , 1999
                                                 Registration No. 333-

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                 Form S-8
                          REGISTRATION STATEMENT
                                  under
                        THE SECURITIES ACT OF 1933

                    L-3 Communications Holdings, Inc.
          (Exact Name of Registrant as Specified in its Charter)

              Delaware                            13-3937434
   (State or Other Jurisdiction of             (I.R.S. Employer
   Incorporation or Organization)           Identification Number)

                             600 Third Avenue
                         New York, New York 10016
   (Address, Including Zip Code, of Registrant's Principal Executive Office)
                     1999 Long Term Performance Plan
                        (Full titles of the Plan)

                         Christopher C. Cambria 
                    L-3 Communications Holdings, Inc.
                             600 Third Avenue
                         New York, New York 10016
                              (212) 697-1111
  (Name, Address and Telephone Number, Including Area Code, of Agent For
                                 Service)

                                 Copy to:
                        Vincent Pagano, Jr., Esq.
                        Simpson Thacher & Bartlett
                           425 Lexington Avenue
                      New York, New York 10017-3909
                              (212) 455-2000

     Approximate date of commencement of proposed sale to the public:
     From time to time after the effective date of this Registration
                                Statement.

                     CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                      Proposed
                                     Proposed         Maximum
     Title of         Amount to      Maximum         Aggregate       Amount of
 Securities to be        be       Offering Price   Offering Price  Registration
    Registered       Registered   Per Share<F1>         <F1>          Fee<F1>
<S>                 <C>           <C>             <C>              <C>
Common Stock,         1,000,000   $47.34          $47,340,000      $13,161
$0.01 par value
per share

</TABLE>
[FN]
<PAGE>
<PAGE>

<F1> Pursuant to Rule 457(h) under the Securities Act of 1933, as
     amended (the "Securities Act"), the proposed maximum offering price
     per share, the proposed maximum aggregate offering price and the
     amount of registration fee have been computed on the basis of the
     average high and low prices per share of the Common Stock on the
     New York Stock Exchange on May 6, 1999.

















































                                   -2-
<PAGE>
<PAGE>

                                 PART II

Item 3.  Incorporation of Documents by Reference.

     The  following  documents filed  with  the  Securities and  Exchange
Commission by  L-3 Communications  Holdings, Inc. (the  "Company" or  the
"Registrant") are  hereby incorporated in  this Registration Statement by
reference:

        (a)  Annual  report on Form 10-K for the  year ended December 31,
             1998;

        (b)  Current reports  on Form 8-K filed March, 3, 1999 and May 3,
             1999, and current  report on Form 8-K/A filed May  12, 1999;
             and

        (c)  Registration Statement on Form  8-A as filed on May 18, 1998
             with respect to the registration of Common Stock.

     All  documents  filed  by the  Company pursuant  to  Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date
of this  Registration  Statement  and prior  to  the filing  of  a  post-
effective amendment  to this Registration  Statement which indicates that
all securities offered have been sold or which deregisters all securities
then remaining unsold shall  be deemed to be incorporated by reference in
this Registration  Statement and  to be  a part  hereof from the date  of
filing  such   documents.     Any  statement  contained   in  a  document
incorporated or deemed  to be incorporated  by reference herein shall  be
deemed to  be modified  or superseded for purposes  of this  Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
by  reference herein  modifies or  supersedes such  statement.   Any such
statement  so modified  or superseded shall not  be deemed,  except as so
modified  or  superseded, to  constitute  a  part  of  this  Registration
Statement.

Item 4.  Description of Securities.
     Not required.

Item 5.   Interests of Named Experts and Counsel.
     None.

Item 6.   Indemnification of Directors and Officers.

     Section 145  of the  Delaware General  Corporation Law  (the "DGCL")
provides for, among other things:

       (i)   permissive    indemnification   for    expenses   (including
     attorneys' fees), judgments,  fines and amounts  paid in  settlement
     actually and  reasonably incurred  by designated  persons, including
     directors and officers of a  corporation, in the event  such persons
     are parties to litigation other than  stockholder derivative actions
     if certain conditions are met;

      (ii)   permissive    indemnification   for    expenses   (including
     attorneys'  fees)  actually  and reasonably  incurred  by designated
     persons, including directors and  officers of a corporation,  in the

                                    3
<PAGE>
<PAGE>

     event such persons are parties  to stockholder derivative actions if
     certain conditions are met;

     (iii)   mandatory indemnification for expenses (including attorneys'
     fees)  actually  and  reasonably  incurred  by  designated  persons,
     including  directors and  officers of  a  corporation, in  the event
     such persons  are successful on the  merits or otherwise  in defense
     of litigation covered by (i) and (ii) above; and

      (iv)   that the indemnification provided for  by Section 145 is not
     deemed exclusive  of any other  rights which may  be provided  under
     any by-law,  agreement, stockholder or  disinterested director vote,
     or otherwise.

     In addition to the  indemnification provisions of the DGCL described
above, the Registrant's Certificate of Incorporation (the "Certificate of
Incorporation") provides that the Registrant shall, to the fullest extent
permitted by the DGCL, (i) indemnify its officers  and directors and (ii)
advance expenses  incurred by such  officers or directors  in relation to
any action, suit or proceeding.

     The  Registrant's Bylaws (the  "Bylaws") require  the advancement of
expenses  to an officer or  director (without  a determination as  to his
conduct) in  advance of  the final disposition  of a  proceeding if  such
person furnishes a  written affirmation of his good faith belief  that he
has  met the  applicable  standard  of conduct  and furnishes  a  written
undertaking to repay any  advances if it is ultimately determined that he
is not entitled to indemnification.  In connection with proceedings by or
in the right  of the Registrant, the  Bylaws provide that indemnification
shall  include not only  reasonable expenses, but also  judgments, fines,
penalties and  amounts paid in  settlement.  The Bylaws provide  that the
Registrant  may,  subject  to  authorization  on  a  case-by-case  basis,
indemnify and advance expenses to  employees or agents to the same extent
as a director or to a lesser  extent (or greater, as permitted by law) as
determined by the Board of Directors.

     The   Bylaws  purport   to  confer   upon  officers   and  directors
contractual  rights to  indemnification and  advancement  of expenses  as
provided therein.

     The Certificate  of Incorporation  limits the personal  liability of
directors to the Registrant or its stockholders for  monetary damages for
breach of  the fiduciary duty as  a director, other  than liability  as a
director  (i) for  breach of  duty of  loyalty to  the Registrant  or its
stockholders, (ii)  for acts  or omissions  not in  good  faith or  which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of  the DGCL (certain illegal distributions) or (iv)  for any
transaction for which the director derived an improper personal benefit.

     The   Registrant  maintains   officers'  and   directors'  insurance
covering  certain  liabilities  that  may  be  incurred  by  officers and
directors in the performance of their duties.

Item 7.   Exemption from Registration Claimed.
     Not applicable.





                                    4
<PAGE>
<PAGE>

Item 8.   Exhibits.

     The  following  exhibits  are  filed as  part  of  this Registration
Statement.

     4.1     Amended  and Restated  Certificate of  Incorporation  of L-3
             Communications  Holdings, Inc. (incorporated by reference to
             Exhibit 3.1 to Registration Statement on Form S-1, File  No.
             333-46975)

     4.2     By-Laws of L-3 Communications  Holdings, Inc.  (incorporated
             by  reference to  Exhibit 3.2  to Registration  Statement on
             Form S-1, File No. 333-46975)

     5.1     Opinion of Simpson Thacher & Bartlett regarding the legality
             of the newly issued stock being registered

     23.1    Consent of PricewaterhouseCoopers LLP, independent auditors

     23.2    Consent of Ernst & Young LLP, independent auditors 

     23.3    Consent of Grant Thornton LLP, independent auditors

     23.4    Consent  of Simpson  Thacher &  Bartlett (included  in their
             opinion filed as Exhibit 5.1 hereto)

     24      Power of Attorney (included in Part II  of this Registration
             Statement)

Item 9.   Undertakings.

     (a) The undersigned Registrant hereby undertakes:

        (1)  To  file, during  any period  in which  offers or  sales are
     being  made,  a   post-effective  amendment  to  this   Registration
     Statement:

             (i)  To include any  prospectus required by Section 10(a)(3)
          of the Securities Act;

            (ii)  To  reflect  in  the  prospectus  any facts  or  events
          arising  after   the  effective   date  of  this   Registration
          Statement   (or  the   most  recent   post-effective  amendment
          thereof) which, individually or  in the aggregate, represent  a
          fundamental  change  in  the  information  set  forth  in  this
          Registration Statement;

           (iii)  To  include any  material information  with respect  to
          the  plan  of distribution  not  previously  disclosed in  this
          Registration  Statement  or   any  material   change  to   such
          information set forth in this Registration Statement;

     provided,  however, that  the undertakings  set forth  in paragraphs
     (i) and (ii) above  do not apply if  the information required to  be
     included  in a  post-effective  amendment  by  those  paragraphs  is
     contained in  periodic reports filed  by the  Registrant pursuant to
     Section   13  or  Section  15(d)  of  the   Exchange  Act  that  are
     incorporated by reference in this Registration Statement.


                                    5
<PAGE>
<PAGE>

        (2)  That, for the purpose of determining any liability under the
     Securities Act, each such  post-effective amendment shall be  deemed
     to  be  a  new  registration statement  relating  to  the securities
     offered therein,  and the offering  of such securities  at that time
     shall be deemed to be the initial bona fide offering thereof.

        (3)  To  remove from  registration by  means of  a post-effective
     amendment  any  of  the securities  being  registered  which  remain
     unsold at the termination of the offering.

        (4)  That, for  purposes of determining any  liability under  the
     Securities  Act,  each  filing of  the  Registrant's  annual  report
     pursuant to Section 13(a) or Section 15(d) of the Exchange  Act (and
     each filing of  each plan's annual report  pursuant to Section 15(d)
     of  the  Exchange Act)  that is  incorporated  by reference  in this
     Registration  Statement shall  be  deemed to  be a  new registration
     statement  relating  to  the  securities  offered  herein,  and  the
     offering of  such securities at that time shall be  deemed to be the
     initial bona fide offering thereof.

        (5)  Insofar as indemnification for liabilities arising under the
     Securities   Act  may  be   permitted  to   directors,  officers  or
     controlling persons  of  the Registrant  pursuant to  the  foregoing
     provisions, or  otherwise, the Registrant  has been  advised that in
     the  opinion   of  the  Securities  and   Exchange  Commission  such
     indemnification is  against public  policy as expressed  in the  Act
     and  is, therefore,  unenforceable. In  the event  that a  claim for
     indemnification against  such liabilities (other than the payment by
     the Registrant of  expenses incurred or paid  by a director, officer
     or controlling  person of  the Registrant in the  successful defense
     of  any  action,  suit  or  proceeding)  is  asserted   against  the
     Registrant  by  such  director, officer  or  controlling  person  in
     connection  with  the securities  being  registered,  the Registrant
     will, unless  in the  opinion of  its counsel  the matter  has  been
     settled by  controlling precedent, submit to a  court of appropriate
     jurisdiction  the  question whether  such  indemnification by  it is
     against policy as expressed in the Act  and will be governed by  the
     final adjudication of such issue.




















                                    6
<PAGE>
<PAGE>

                                SIGNATURES

Pursuant to  the requirements of the  Securities Act,  L-3 Communications
Holdings,  Inc. certifies that it  has reasonable grounds to believe that
it meets  all of the  requirements for  filing on Form S-8  and has  duly
caused  this Registration  Statement to be  signed on  its behalf  by the
undersigned, thereunto duly authorized, in the City of New York, State of
New York, on the 12th day of May, 1999.

                                  L-3 COMMUNICATIONS HOLDINGS, INC.

                                  By:   /s/  Christopher C. Cambria      
                                     ------------------------------------
                                  Name:   Christopher C. Cambria
                                  Title:  Vice President-General Counsel
                                            and Secretary


                            POWER OF ATTORNEY

       The  undersigned Directors of L-3 Communications Holdings, Inc., a
Delaware  corporation, which  proposes to  file with  the  Securities and
Exchange  Commission,  Washington,  D.C.,  under  the provisions  of  the
Securities  Act, a  Registration Statement  on Form  S-8 with  respect to
certain shares of its common stock to  be issued to employees pursuant to
the  L-3 Communications Holdings, Inc.  1999 Long  Term Performance Plan,
hereby  constitutes and  appoints Christopher  C. Cambria  as his  or her
attorney, with full power  of substitution and resubstitution, for and in
his  or  her  name,  place  and stead,  to  sign  and file  the  proposed
Registration  Statement and any and all  amendments and exhibits thereto,
and any and all  applications and other  documents to  be filed with  the
Securities and Exchange Commission  pertaining to such securities or such
registration, with full power and authority to do and perform any and all
acts and  things whatsoever  requisite and necessary  to be  done in  the
premises, hereby ratifying and approving the acts of such attorney or any
such substitute.

        IN WITNESS  WHEREOF, the undersigned has  hereunto set his or  her
hand at New York, New York this 12th day of May, 1999.

             Signature                              Title
             ---------                              -----

  /s/  Frank C. Lanza                Chairman, Chief Executive Officer
------------------------------       and Director
       Frank C. Lanza                (Principal Executive Officer)

  /s/  Robert V. LaPenta             President, Chief Financial Officer
------------------------------       (Principal Financial Officer) 
       Robert V. LaPenta             and Director

  /s/ Michael T. Strianese           Vice President - Finance and
------------------------------       Controller (Principal Accounting Officer)
      Michael T. Strianese
                                    
  /s/ David J. Brand                 Director
------------------------------
      David J. Brand

  /s/ Thomas A. Corcoran             Director
------------------------------
      Thomas A. Corcoran

                                    7
<PAGE>
<PAGE>

  /s/ Alberto M. Finali              Director
------------------------------
      Alberto M. Finali

  /s/ Eliot M. Fried                 Director
------------------------------
      Eliot M. Fried

  /s/  Frank H. Menaker, Jr.         Director
------------------------------
       Frank H. Menaker, Jr.

  /s/   Robert B. Millard            Director
------------------------------
        Robert B. Millard

  /s/  John E. Montague              Director
------------------------------
       John E. Montague

 /s/ John M. Shalikashvili           Director
------------------------------
 General John M. Shalikashvili

 /s/ Alan H. Washkowitz              Director
------------------------------
     Alan H. Washkowitz





































                                    8
<PAGE>
<PAGE>

                              EXHIBIT INDEX

  Exhibit Number                      Description of Exhibit
  --------------                      ----------------------

     4.1                  Amended     and    Restated    Certificate    of
                          Incorporation  of L-3  Communications  Holdings,
                          Inc. (incorporated by  reference to Exhibit  3.1
                          to Registration Statement on Form S-1, File  No.
                          333-46975)

     4.2                  By-Laws  of  L-3 Communications  Holdings,  Inc.
                          (incorporated  by reference  to  Exhibit 3.2  to
                          Registration  Statement  on Form  S-1,  File No.
                          333-46975)

     5.1                  Opinion of  Simpson Thacher & Bartlett regarding
                          the legality  of  the newly  issued stock  being
                          registered

     23.1                 Consent    of     PricewaterhouseCoopers    LLP,
                          independent auditors

     23.2                 Consent  of  Ernst  &  Young  LLP,   independent
                          auditors

     23.3                 Consent   of  Grant  Thornton  LLP,  independent
                          auditors

     23.4                 Consent of  Simpson Thacher & Bartlett (included
                          in their opinion filed as Exhibit 5.1 hereto)

     24                   Power of Attorney  (included in Part II  of this
                          Registration Statement)




















                                    9
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19769}]
{"company-data": {"conformed-name": "L 3 COMMUNICATIONS HOLDINGS INC", "cik": "0001056239", "assigned-sic": "3663", "irs-number": "133937434", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78317", "film-number": "99618730"}, "business-address": {"street1": "600 THIRD AVENUE", "street2": "34TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10016", "phone": "2126971111"}, "mail-address": {"street1": "600 THIRD AVENUE", "street2": "34TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10016"}}
As filed with the Securities and Exchange Commission on May 12 , 1999
                                                 Registration No. 333-

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                 Form S-8
                          REGISTRATION STATEMENT
                                  under
                        THE SECURITIES ACT OF 1933

                    L-3 Communications Holdings, Inc.
          (Exact Name of Registrant as Specified in its Charter)

              Delaware                            13-3937434
   (State or Other Jurisdiction of             (I.R.S. Employer
   Incorporation or Organization)           Identification Number)

                             600 Third Avenue
                         New York, New York 10016
   (Address, Including Zip Code, of Registrant's Principal Executive Office)
                     1999 Long Term Performance Plan
                        (Full titles of the Plan)

                         Christopher C. Cambria 
                    L-3 Communications Holdings, Inc.
                             600 Third Avenue
                         New York, New York 10016
                              (212) 697-1111
  (Name, Address and Telephone Number, Including Area Code, of Agent For
                                 Service)

                                 Copy to:
                        Vincent Pagano, Jr., Esq.
                        Simpson Thacher & Bartlett
                           425 Lexington Avenue
                      New York, New York 10017-3909
                              (212) 455-2000

     Approximate date of commencement of proposed sale to the public:
     From time to time after the effective date of this Registration
                                Statement.

                     CALCULATION OF REGISTRATION FEE
Proposed
                                     Proposed         Maximum
     Title of         Amount to      Maximum         Aggregate       Amount of
 Securities to be        be       Offering Price   Offering Price  Registration
    Registered       Registered   Per Share
Fee
Common Stock,         1,000,000   $47.34          $47,340,000      $13,161
$0.01 par value
per share
[FN]
Pursuant to Rule 457(h) under the Securities Act of 1933, as
     amended (the "Securities Act"), the proposed maximum offering price
     per share, the proposed maximum aggregate offering price and the
     amount of registration fee have been computed on the basis of the
     average high and low prices per share of the Common Stock on the
     New York Stock Exchange on May 6, 1999.

                                   -2-
PART II

Item 3.  Incorporation of Documents by Reference.

     The  following  documents filed  with  the  Securities and  Exchange
Commission by  L-3 Communications  Holdings, Inc. (the  "Company" or  the
"Registrant") are  hereby incorporated in  this Registration Statement by
reference:

        (a)  Annual  report on Form 10-K for the  year ended December 31,
             1998;

        (b)  Current reports  on Form 8-K filed March, 3, 1999 and May 3,
             1999, and current  report on Form 8-K/A filed May  12, 1999;
             and

        (c)  Registration Statement on Form  8-A as filed on May 18, 1998
             with respect to the registration of Common Stock.

     All  documents  filed  by the  Company pursuant  to  Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date
of this  Registration  Statement  and prior  to  the filing  of  a  post-
effective amendment  to this Registration  Statement which indicates that
all securities offered have been sold or which deregisters all securities
then remaining unsold shall  be deemed to be incorporated by reference in
this Registration  Statement and  to be  a part  hereof from the date  of
filing  such   documents.     Any  statement  contained   in  a  document
incorporated or deemed  to be incorporated  by reference herein shall  be
deemed to  be modified  or superseded for purposes  of this  Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
by  reference herein  modifies or  supersedes such  statement.   Any such
statement  so modified  or superseded shall not  be deemed,  except as so
modified  or  superseded, to  constitute  a  part  of  this  Registration
Statement.

Item 4.  Description of Securities.
     Not required.

Item 5.   Interests of Named Experts and Counsel.
     None.

Item 6.   Indemnification of Directors and Officers.

     Section 145  of the  Delaware General  Corporation Law  (the "DGCL")
provides for, among other things:

       (i)   permissive    indemnification   for    expenses   (including
     attorneys' fees), judgments,  fines and amounts  paid in  settlement
     actually and  reasonably incurred  by designated  persons, including
     directors and officers of a  corporation, in the event  such persons
     are parties to litigation other than  stockholder derivative actions
     if certain conditions are met;

      (ii)   permissive    indemnification   for    expenses   (including
     attorneys'  fees)  actually  and reasonably  incurred  by designated
     persons, including directors and  officers of a corporation,  in the

                                    3
event such persons are parties  to stockholder derivative actions if
     certain conditions are met;

     (iii)   mandatory indemnification for expenses (including attorneys'
     fees)  actually  and  reasonably  incurred  by  designated  persons,
     including  directors and  officers of  a  corporation, in  the event
     such persons  are successful on the  merits or otherwise  in defense
     of litigation covered by (i) and (ii) above; and

      (iv)   that the indemnification provided for  by Section 145 is not
     deemed exclusive  of any other  rights which may  be provided  under
     any by-law,  agreement, stockholder or  disinterested director vote,
     or otherwise.

     In addition to the  indemnification provisions of the DGCL described
above, the Registrant's Certificate of Incorporation (the "Certificate of
Incorporation") provides that the Registrant shall, to the fullest extent
permitted by the DGCL, (i) indemnify its officers  and directors and (ii)
advance expenses  incurred by such  officers or directors  in relation to
any action, suit or proceeding.

     The  Registrant's Bylaws (the  "Bylaws") require  the advancement of
expenses  to an officer or  director (without  a determination as  to his
conduct) in  advance of  the final disposition  of a  proceeding if  such
person furnishes a  written affirmation of his good faith belief  that he
has  met the  applicable  standard  of conduct  and furnishes  a  written
undertaking to repay any  advances if it is ultimately determined that he
is not entitled to indemnification.  In connection with proceedings by or
in the right  of the Registrant, the  Bylaws provide that indemnification
shall  include not only  reasonable expenses, but also  judgments, fines,
penalties and  amounts paid in  settlement.  The Bylaws provide  that the
Registrant  may,  subject  to  authorization  on  a  case-by-case  basis,
indemnify and advance expenses to  employees or agents to the same extent
as a director or to a lesser  extent (or greater, as permitted by law) as
determined by the Board of Directors.

     The   Bylaws  purport   to  confer   upon  officers   and  directors
contractual  rights to  indemnification and  advancement  of expenses  as
provided therein.

     The Certificate  of Incorporation  limits the personal  liability of
directors to the Registrant or its stockholders for  monetary damages for
breach of  the fiduciary duty as  a director, other  than liability  as a
director  (i) for  breach of  duty of  loyalty to  the Registrant  or its
stockholders, (ii)  for acts  or omissions  not in  good  faith or  which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of  the DGCL (certain illegal distributions) or (iv)  for any
transaction for which the director derived an improper personal benefit.

     The   Registrant  maintains   officers'  and   directors'  insurance
covering  certain  liabilities  that  may  be  incurred  by  officers and
directors in the performance of their duties.

Item 7.   Exemption from Registration Claimed.
     Not applicable.

                                    4
Item 8.   Exhibits.

     The  following  exhibits  are  filed as  part  of  this Registration
Statement.

     4.1     Amended  and Restated  Certificate of  Incorporation  of L-3
             Communications  Holdings, Inc. (incorporated by reference to
             Exhibit 3.1 to Registration Statement on Form S-1, File  No.
             333-46975)

     4.2     By-Laws of L-3 Communications  Holdings, Inc.  (incorporated
             by  reference to  Exhibit 3.2  to Registration  Statement on
             Form S-1, File No. 333-46975)

     5.1     Opinion of Simpson Thacher & Bartlett regarding the legality
             of the newly issued stock being registered

     23.1    Consent of PricewaterhouseCoopers LLP, independent auditors

     23.2    Consent of Ernst & Young LLP, independent auditors 

     23.3    Consent of Grant Thornton LLP, independent auditors

     23.4    Consent  of Simpson  Thacher &  Bartlett (included  in their
             opinion filed as Exhibit 5.1 hereto)

     24      Power of Attorney (included in Part II  of this Registration
             Statement)

Item 9.   Undertakings.

     (a) The undersigned Registrant hereby undertakes:

        (1)  To  file, during  any period  in which  offers or  sales are
     being  made,  a   post-effective  amendment  to  this   Registration
     Statement:

             (i)  To include any  prospectus required by Section 10(a)(3)
          of the Securities Act;

            (ii)  To  reflect  in  the  prospectus  any facts  or  events
          arising  after   the  effective   date  of  this   Registration
          Statement   (or  the   most  recent   post-effective  amendment
          thereof) which, individually or  in the aggregate, represent  a
          fundamental  change  in  the  information  set  forth  in  this
          Registration Statement;

           (iii)  To  include any  material information  with respect  to
          the  plan  of distribution  not  previously  disclosed in  this
          Registration  Statement  or   any  material   change  to   such
          information set forth in this Registration Statement;

     provided,  however, that  the undertakings  set forth  in paragraphs
     (i) and (ii) above  do not apply if  the information required to  be
     included  in a  post-effective  amendment  by  those  paragraphs  is
     contained in  periodic reports filed  by the  Registrant pursuant to
     Section   13  or  Section  15(d)  of  the   Exchange  Act  that  are
     incorporated by reference in this Registration Statement.

                                    5
(2)  That, for the purpose of determining any liability under the
     Securities Act, each such  post-effective amendment shall be  deemed
     to  be  a  new  registration statement  relating  to  the securities
     offered therein,  and the offering  of such securities  at that time
     shall be deemed to be the initial bona fide offering thereof.

        (3)  To  remove from  registration by  means of  a post-effective
     amendment  any  of  the securities  being  registered  which  remain
     unsold at the termination of the offering.

        (4)  That, for  purposes of determining any  liability under  the
     Securities  Act,  each  filing of  the  Registrant's  annual  report
     pursuant to Section 13(a) or Section 15(d) of the Exchange  Act (and
     each filing of  each plan's annual report  pursuant to Section 15(d)
     of  the  Exchange Act)  that is  incorporated  by reference  in this
     Registration  Statement shall  be  deemed to  be a  new registration
     statement  relating  to  the  securities  offered  herein,  and  the
     offering of  such securities at that time shall be  deemed to be the
     initial bona fide offering thereof.

        (5)  Insofar as indemnification for liabilities arising under the
     Securities   Act  may  be   permitted  to   directors,  officers  or
     controlling persons  of  the Registrant  pursuant to  the  foregoing
     provisions, or  otherwise, the Registrant  has been  advised that in
     the  opinion   of  the  Securities  and   Exchange  Commission  such
     indemnification is  against public  policy as expressed  in the  Act
     and  is, therefore,  unenforceable. In  the event  that a  claim for
     indemnification against  such liabilities (other than the payment by
     the Registrant of  expenses incurred or paid  by a director, officer
     or controlling  person of  the Registrant in the  successful defense
     of  any  action,  suit  or  proceeding)  is  asserted   against  the
     Registrant  by  such  director, officer  or  controlling  person  in
     connection  with  the securities  being  registered,  the Registrant
     will, unless  in the  opinion of  its counsel  the matter  has  been
     settled by  controlling precedent, submit to a  court of appropriate
     jurisdiction  the  question whether  such  indemnification by  it is
     against policy as expressed in the Act  and will be governed by  the
     final adjudication of such issue.

                                    6
SIGNATURES

Pursuant to  the requirements of the  Securities Act,  L-3 Communications
Holdings,  Inc. certifies that it  has reasonable grounds to believe that
it meets  all of the  requirements for  filing on Form S-8  and has  duly
caused  this Registration  Statement to be  signed on  its behalf  by the
undersigned, thereunto duly authorized, in the City of New York, State of
New York, on the 12th day of May, 1999.

                                  L-3 COMMUNICATIONS HOLDINGS, INC.

                                  By:   /s/  Christopher C. Cambria      
                                     ------------------------------------
                                  Name:   Christopher C. Cambria
                                  Title:  Vice President-General Counsel
                                            and Secretary

                            POWER OF ATTORNEY

       The  undersigned Directors of L-3 Communications Holdings, Inc., a
Delaware  corporation, which  proposes to  file with  the  Securities and
Exchange  Commission,  Washington,  D.C.,  under  the provisions  of  the
Securities  Act, a  Registration Statement  on Form  S-8 with  respect to
certain shares of its common stock to  be issued to employees pursuant to
the  L-3 Communications Holdings, Inc.  1999 Long  Term Performance Plan,
hereby  constitutes and  appoints Christopher  C. Cambria  as his  or her
attorney, with full power  of substitution and resubstitution, for and in
his  or  her  name,  place  and stead,  to  sign  and file  the  proposed
Registration  Statement and any and all  amendments and exhibits thereto,
and any and all  applications and other  documents to  be filed with  the
Securities and Exchange Commission  pertaining to such securities or such
registration, with full power and authority to do and perform any and all
acts and  things whatsoever  requisite and necessary  to be  done in  the
premises, hereby ratifying and approving the acts of such attorney or any
such substitute.

        IN WITNESS  WHEREOF, the undersigned has  hereunto set his or  her
hand at New York, New York this 12th day of May, 1999.

             Signature                              Title
             ---------                              -----

  /s/  Frank C. Lanza                Chairman, Chief Executive Officer
------------------------------       and Director
       Frank C. Lanza                (Principal Executive Officer)

  /s/  Robert V. LaPenta             President, Chief Financial Officer
------------------------------       (Principal Financial Officer) 
       Robert V. LaPenta             and Director

  /s/ Michael T. Strianese           Vice President - Finance and
------------------------------       Controller (Principal Accounting Officer)
      Michael T. Strianese
                                    
  /s/ David J. Brand                 Director
------------------------------
      David J. Brand

  /s/ Thomas A. Corcoran             Director
------------------------------
      Thomas A. Corcoran

                                    7
/s/ Alberto M. Finali              Director
------------------------------
      Alberto M. Finali

  /s/ Eliot M. Fried                 Director
------------------------------
      Eliot M. Fried

  /s/  Frank H. Menaker, Jr.         Director
------------------------------
       Frank H. Menaker, Jr.

  /s/   Robert B. Millard            Director
------------------------------
        Robert B. Millard

  /s/  John E. Montague              Director
------------------------------
       John E. Montague

 /s/ John M. Shalikashvili           Director
------------------------------
 General John M. Shalikashvili

 /s/ Alan H. Washkowitz              Director
------------------------------
     Alan H. Washkowitz

                                    8
EXHIBIT INDEX

  Exhibit Number                      Description of Exhibit
  --------------                      ----------------------

     4.1                  Amended     and    Restated    Certificate    of
                          Incorporation  of L-3  Communications  Holdings,
                          Inc. (incorporated by  reference to Exhibit  3.1
                          to Registration Statement on Form S-1, File  No.
                          333-46975)

     4.2                  By-Laws  of  L-3 Communications  Holdings,  Inc.
                          (incorporated  by reference  to  Exhibit 3.2  to
                          Registration  Statement  on Form  S-1,  File No.
                          333-46975)

     5.1                  Opinion of  Simpson Thacher & Bartlett regarding
                          the legality  of  the newly  issued stock  being
                          registered

     23.1                 Consent    of     PricewaterhouseCoopers    LLP,
                          independent auditors

     23.2                 Consent  of  Ernst  &  Young  LLP,   independent
                          auditors

     23.3                 Consent   of  Grant  Thornton  LLP,  independent
                          auditors

     23.4                 Consent of  Simpson Thacher & Bartlett (included
                          in their opinion filed as Exhibit 5.1 hereto)

     24                   Power of Attorney  (included in Part II  of this
                          Registration Statement)

                                    9