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 *
  L 3 COMMUNICATIONS HOLDINGS INC
 2. Date of Event Requiring Statement (Month/Day/Year)
07/02/2012		 3. Issuer Name and Ticker or Trading Symbol
Engility Holdings, Inc. [EGL]
(Last)
(First)
(Middle)
600 THIRD AVENUE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10016		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 100
I
See footnote (1)

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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
L 3 COMMUNICATIONS HOLDINGS INC
600 THIRD AVENUE
NEW YORK, NY 10016		     X    
L 3 COMMUNICATIONS CORP
600 THIRD AVENUE
NEW YORK, NY 10016		     X    

Signatures

/s/ Allen E. Danzig as Authorized Officer 07/02/2012
**Signature of Reporting Person Date
/s/ Allen E. Danzig as Authorized Officer 07/02/2012
**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) These shares of common stock of Engility Holdings, Inc. are held by L-3 Communications Corporation. L-3 Communications Holdings, Inc. is the sole stockholder of L-3 Communications Corporation.
 
Remarks:
This Form 3 is being filed in connection with the Securities and Exchange Commission's declaration of effectiveness of the Registration Statement on Form 10 of Engility Holdings, Inc. ("Engility"), which describes the planned legal and structural separation of Engility from L-3 Communications Holdings, Inc.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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