As filed with the Securities and Exchange Commission on July 17, 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 Holdings, Inc.
                 1997 Stock Option Plan for Key Employees
                        (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

     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

<TABLE>
<CAPTION>
                                                                                        Proposed
                                                               Proposed Maximum          Maximum
                                               Amount to        Offering Price          Aggregate           Amount of
Title of Securities to be Registered         be Registered         Per Share         Offering Price      Registration Fee
<S>                                        <C>                <C>                 <C>                    <C>
Common Stock, par value $.01 per share(a)     2,503,572           $ 6.47(b)      $16,198,110.84 (b)     $ 4,778.44 (b)
Common Stock, par value $.01 per share(c)       285,370           $22.00(b)      $ 6,278,140.00 (b)     $ 1,852.05 (b)
Common Stock, par value $.01 per share(d)     1,009,731           $35.56(e)      $35,906,034.36 (e)     $10,592.28 (e)
Total                                                                                                   $17,222.77     
<FN>
<F1> Represents Common Stock issuable under the options granted under the L-3 Communications Holdings, Inc. 1997 Option
     Plan for Key Employees (the "Plan") at an exercise price of $6.47 per share.
<F2> Pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "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 price at which the options may be exercised.
<F3> Represents Common Stock issuable under the options granted under the Plan at an exercise price of $22.00 per share.
<F4> Represents Common Stock issuable under the options which have not yet been granted to employees under the Plan.
<F5> Pursuant to Rule 457(h) under the 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 of the high and low
     prices per share of Common Stock on the New York Stock Exchange on July 10, 1998.
</TABLE>
<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.

     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
<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.
<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

     23.21     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 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.
<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.
<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 17th day of July, 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 1997 Stock Option Plan for Key Employees 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 17th day of July, 1998.


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

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

 /s/ Robert V. LaPenta           President, Chief Financial Officer 
--------------------------------   (Principal Financial Officer) and Director
     Robert V. LaPenta           
                                        
 /s/ Michael T. Strianese        Vice President - Finance and
--------------------------------   Controller (Principal Accounting Officer)
     Michael T. Strianese                                                

 /s/ David J. Brand              Director
--------------------------------
     David J. Brand
<PAGE>
                                 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.

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

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

 /s/ Alan H. Washkowitz          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 hereto)

     24              Power of Attorney (included in Part II of this
                     Registration Statement)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19505}]
{"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": "333-59281", "film-number": "98667833"}, "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 July 17, 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 Holdings, Inc.
                 1997 Stock Option Plan for Key Employees
                        (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

     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 to        Offering Price          Aggregate           Amount of
Title of Securities to be Registered         be Registered         Per Share         Offering Price      Registration Fee
Common Stock, par value $.01 per share(a)     2,503,572           $ 6.47(b)      $16,198,110.84 (b)     $ 4,778.44 (b)
Common Stock, par value $.01 per share(c)       285,370           $22.00(b)      $ 6,278,140.00 (b)     $ 1,852.05 (b)
Common Stock, par value $.01 per share(d)     1,009,731           $35.56(e)      $35,906,034.36 (e)     $10,592.28 (e)
Total                                                                                                   $17,222.77
Represents Common Stock issuable under the options granted under the L-3 Communications Holdings, Inc. 1997 Option
     Plan for Key Employees (the "Plan") at an exercise price of $6.47 per share.
Pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "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 price at which the options may be exercised.
Represents Common Stock issuable under the options granted under the Plan at an exercise price of $22.00 per share.
Represents Common Stock issuable under the options which have not yet been granted to employees under the Plan.
Pursuant to Rule 457(h) under the 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 of the high and low
     prices per share of Common Stock on the New York Stock Exchange on July 10, 1998.
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.

     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 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)  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 17th day of July, 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 1997 Stock Option Plan for Key Employees 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 17th day of July, 1998.

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

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

 /s/ Robert V. LaPenta           President, Chief Financial Officer 
--------------------------------   (Principal Financial Officer) and Director
     Robert V. LaPenta           
                                        
 /s/ Michael T. Strianese        Vice President - Finance and
--------------------------------   Controller (Principal Accounting Officer)
     Michael T. Strianese                                                

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

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

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

 /s/ Alan H. Washkowitz          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 hereto)

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