FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * SCHAFER CHARLES J   2. Issuer Name and Ticker or Trading Symbol L 3 COMMUNICATIONS HOLDINGS INC [LLL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr. VP - Business Operations (Last) (First) (Middle) C/O L-3 COMMUNICATIONS CORPORATION, 600 THIRD AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 02/17/2006 (Street) NEW YORK, NY 10016 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/17/2006   M   5,833 A $ 39.7 8,738 (1) D   Common Stock 02/17/2006   S   5,833 D $ 83.42 (2) 2,905 (1) D   Common Stock 02/22/2006   M   25,167 A $ 39.7 28,072 (3) D   Common Stock 02/22/2006   M   33,333 A $ 35.6 61,405 (4) D   Common Stock 02/22/2006   S   58,500 D $ 83.14 (5) 2,905 (4) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

11/15/01 Stock Option

$ 39.7

02/17/2006

M

5,833

(6)

11/15/2011

Common Stock

5,833

$ 0

25,167

D

11/15/01 Stock Option

$ 39.7

02/22/2006

M

25,167

(6)

11/15/2011

Common Stock

25,167

$ 0

0

D

3/4/03 Stock Option

$ 35.6

02/22/2006

M

33,333

(7)

03/04/2013

Common Stock

33,333

$ 0

16,667

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SCHAFER CHARLES J C/O L-3 COMMUNICATIONS CORPORATION 600 THIRD AVENUE NEW YORK, NY 10016			Sr. VP - Business Operations

Signatures

/s/ Christopher C. Cambria		02/17/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Does not include options held as of February 17, 2006 to purchase 85,167 shares of common stock, which options are exercisable within 60 days of February 17, 2006.
(2)	Represents weighted average selling price of 5 transactions executed on the same date.
(3)	Does not include options held as of February 22, 2006 to purchase 60,000 shares of common stock, which options are exercisable within 60 days of February 22, 2006.
(4)	Does not include options held as of February 22, 2006 to purchase 26,667 shares of common stock, which options are exercisable within 60 days of February 22, 2006.
(5)	Represents weighted average selling price of 50 transactions executed on the same date.
(6)	On November 15, 2001, Mr. Schafer was granted an option to purchase 36,000 shares of common stock, which option vested over a 3-year period in increments of 12,000 shares of common stock per year.
(7)	On March 4, 2003, Mr. Schafer was granted an option to purchase 50,000 shares of common stock, which option vested over a 3-year period in increments of 16,667 shares of common stock per year.

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