Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  RISCASSI ROBERT W
 2. Date of Event Requiring Statement (Month/Day/Year)
08/15/2006		 3. Issuer Name and Ticker or Trading Symbol
L 3 COMMUNICATIONS HOLDINGS INC [LLL]
(Last)
(First)
(Middle)
C/O L-3 COMMUNICATIONS CORPORATION, 600 THIRD AVENUE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10016		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 2,196 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
3/4/2003 Stock Option   (2) 03/04/2013 Common Stock 10,000 $ 35.6 D  
11/10/2004 Stock Option   (3) 11/10/2014 Common Stock 13,333 $ 68.16 D  
8/2/2006 Stock Option   (4) 08/02/2016 Common Stock 15,000 $ 72.2 D  
8/2/2006 Restricted Stock Units   (5)   (6) Common Stock 1,000 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RISCASSI ROBERT W
C/O L-3 COMMUNICATIONS CORPORATION
600 THIRD AVENUE
NEW YORK, NY 10016		       Senior Vice President  

Signatures

/s/ Christopher C. Cambria 08/16/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Does not include options to purchase 10,000 shares of common stock, which options are exercisable within 60 days of August 15, 2006.
(2) The remaining portion of this option vested on the three-year anniversary of the grant date.
(3) The remaining portion of this option vests in equal annual increments on November 10, 2006 and 2007.
(4) This option vests in annual one-third increments over the three-year period following the date of issuance.
(5) These units vest on the three-year anniversary of the grant date. Each unit represents the contingent right to receive, upon vesting, one share of the Issuer's common stock.
(6) Not applicable.

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