As filed with the Securities and Exchange Commission
                                    on September 25, 1998
                                    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)

               L-3 Communications Corporation Master Savings Plan
                 L-3 Communication Systems-Camden Savings Plan
                  Randtron Employees' Retirement Savings Plan
              L-3 ILEX Systems Savings and Security Plan and Trust
              L-3 Hygienetics Environmental Services Savings Plan
                         L-3 Ocean Systems Thrift Plan
                           (Full titles of the Plans)


                            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.
<PAGE>
        CALCULATION OF REGISTRATION FEE

                                      Proposed      Proposed
                                      Maximum       Maximum   
                           Amount     Offering      Aggregate       Amount of
Title of Securities        to be      Price Per     Offering      Registration
 to be Registered        Registered   Share(a)      Price (a)        Fee (a)
---------------------    ----------   ---------     ---------     ------------

Common Stock, $0.01
par value per share      1,000,000    $36.219       $36,219,000   $10,684.53


(a)  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 
     September 22, 1998.

In addition, pursuant to 416(c) under the Securities Act, this registration
statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee Plans.
<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)  The Prospectus dated May 18, 1998 filed pursuant to Rule
               424(b) under the Securities Act with respect to the offering
               of Common Stock; and

          (b)  The Registration Statement on Form 8-A as filed with the
               Securities and Exchange Commission on May 18, 1998 with
               respect to the registration of Common Stock.

          (c)  The Company's Quarterly Report on Form 10-Q for the Quarter
               ended June 30, 1998 as filed with the Securities and Exchange
               Commission on August 14, 1998.

     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
<PAGE>
     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 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.
<PAGE>
     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.

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

     23.21     Consent of Ernst & Young LLP, independent auditors

     23.3      Consent of KPMG Peat Marwick 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;
<PAGE>
                    (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.

          (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)  To submit the Savings Plans and any amendments to such plans
     to the Internal Revenue Service (the "IRS") in a timely manner and to
     make all changes required by the IRS in order to qualify such plans
     under Section 401 of the Internal Revenue Code of 1986.

          (6)  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.
<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
25th day of September, 1998.

                                          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 issued or to be issued to employees pursuant to the L-3
Communications Corporation Master Savings Plan, the L-3 Communication
Systems-Camden Savings Plan, the Randtron Employees' Retirement Savings Plan,
the L-3 ILEX Systems Savings and Security Plan and Trust, the L-3 Hygienetics
Environmental Services Savings Plan and the L-3 Ocean Systems Thrift 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.

<PAGE>
          IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand at New York, New York this 25th day of September, 1998.

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

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

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

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

   /s/ David J. Brand                  Director
-------------------------------------
       David J. Brand

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

   /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.

                                       Director 
-------------------------------------
      Robert B. Millard 

                                       Director 
-------------------------------------
      John E. Montague

                                       Director 
-------------------------------------
      General John M. Shalikashvili

                                       Director 
-------------------------------------
      Alan H. Washkowitz

<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

     23.21          Consent of Ernst & Young LLP, independent auditors

     23.3           Consent of KPMG Peat Marwick 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)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20060}]
{"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": "333-64389", "film-number": "98715574"}, "business-address": {"street1": "600 THIRD AVENUE", "street2": "34TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10016", "phone": "1216971111"}, "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 September 25, 1998
                                    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)

               L-3 Communications Corporation Master Savings Plan
                 L-3 Communication Systems-Camden Savings Plan
                  Randtron Employees' Retirement Savings Plan
              L-3 ILEX Systems Savings and Security Plan and Trust
              L-3 Hygienetics Environmental Services Savings Plan
                         L-3 Ocean Systems Thrift Plan
                           (Full titles of the Plans)

                            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       Maximum   
                           Amount     Offering      Aggregate       Amount of
Title of Securities        to be      Price Per     Offering      Registration
 to be Registered        Registered   Share(a)      Price (a)        Fee (a)
---------------------    ----------   ---------     ---------     ------------

Common Stock, $0.01
par value per share      1,000,000    $36.219       $36,219,000   $10,684.53

(a)  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 
     September 22, 1998.

In addition, pursuant to 416(c) under the Securities Act, this registration
statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee Plans.
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)  The Prospectus dated May 18, 1998 filed pursuant to Rule
               424(b) under the Securities Act with respect to the offering
               of Common Stock; and

          (b)  The Registration Statement on Form 8-A as filed with the
               Securities and Exchange Commission on May 18, 1998 with
               respect to the registration of Common Stock.

          (c)  The Company's Quarterly Report on Form 10-Q for the Quarter
               ended June 30, 1998 as filed with the Securities and Exchange
               Commission on August 14, 1998.

     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 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.

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

     23.21     Consent of Ernst & Young LLP, independent auditors

     23.3      Consent of KPMG Peat Marwick 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.

          (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)  To submit the Savings Plans and any amendments to such plans
     to the Internal Revenue Service (the "IRS") in a timely manner and to
     make all changes required by the IRS in order to qualify such plans
     under Section 401 of the Internal Revenue Code of 1986.

          (6)  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.
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
25th day of September, 1998.

                                          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 issued or to be issued to employees pursuant to the L-3
Communications Corporation Master Savings Plan, the L-3 Communication
Systems-Camden Savings Plan, the Randtron Employees' Retirement Savings Plan,
the L-3 ILEX Systems Savings and Security Plan and Trust, the L-3 Hygienetics
Environmental Services Savings Plan and the L-3 Ocean Systems Thrift 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 25th day of September, 1998.

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

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

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

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

   /s/ David J. Brand                  Director
-------------------------------------
       David J. Brand

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

   /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.

                                       Director 
-------------------------------------
      Robert B. Millard 

                                       Director 
-------------------------------------
      John E. Montague

                                       Director 
-------------------------------------
      General John M. Shalikashvili

                                       Director 
-------------------------------------
      Alan H. Washkowitz
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

     23.21          Consent of Ernst & Young LLP, independent auditors

     23.3           Consent of KPMG Peat Marwick 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)