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 * Butler David T III   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) SVP of Business Operations (Last) (First) (Middle) C/O L-3 COMMUNICATIONS CORPORATION, 600 THIRD AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 02/02/2010 (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 02/02/2010   M   25,000 A $ 68.16 32,264 (1) (2) D   Common Stock 02/02/2010   S   25,000 D $ 87 (3) 7,264 (1) (2) D   Common Stock 02/02/2010   M   17,250 A $ 72.2 24,514 (1) (2) D   Common Stock 02/02/2010   S   17,250 D $ 86.96 (4) 7,264 (1) (2) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

11/10/04 Employee Stock Option (Right to Buy)

$ 68.16

02/02/2010

M

25,000

(5)

11/10/2014

Common Stock

25,000

$ 0

0

D

08/02/06 Employee Stock Option (Right to Buy)

$ 72.2

02/02/2010

M

17,250

(5)

08/02/2016

Common Stock

17,250

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Butler David T III C/O L-3 COMMUNICATIONS CORPORATION 600 THIRD AVENUE NEW YORK, NY 10016			SVP of Business Operations

Signatures

/s/ Allen E. Danzig as Attorney-in-Fact		02/04/2010
**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 shares issuable upon the exercise of options.
(2)	Reflects additional shares acquired through the Company's Master Savings (401(k)) Plan and grants of Restricted Stock Units.
(3)	Represents weighted average selling price of 20 transactions executed on the same date within a range of $86.86 and $87.12.
(4)	Represents weighted average selling price of 8 transactions executed on the same date within a range of $86.92 and $86.99.
(5)	This option vests annually in equal one-third increments beginning on the one-year anniversary of the grant date.

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