Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Dambrosio Ralph
  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)
See Remarks
(Last)
(First)
(Middle)
C/O L-3 COMMUNICATIONS CORPORATION, 600 THIRD AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2015
(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 02/17/2015   A   7,126 (1) A $ 0 40,627 (2) (3) D  
Common Stock 02/17/2015   A   8,304 (4) A $ 0 48,931 (3) D  
Common Stock 02/17/2015   F   4,283 (5) D $ 129.31 44,648 (3) 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
02/17/15 Employee Stock Option (Right to Buy) $ 129.31 02/17/2015   A   36,729     (6) 02/17/2025 Common Stock 36,729 $ 0 36,729 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Dambrosio Ralph
C/O L-3 COMMUNICATIONS CORPORATION
600 THIRD AVENUE
NEW YORK, NY 10016
      See Remarks  

Signatures

 /s/ Allen E. Danzig as Attorney-in-Fact   02/19/2015
**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) Represents the deemed acquisition of restricted stock units upon the satisfaction of relevant performance criteria. These restricted stock units were granted on February 19, 2014 and vest on the three-year anniversary of the grant date, provided certain performance criteria have been met for the fiscal year ended December 31, 2014.
(2) Reflects additional shares acquired through the Company's Master Savings (401(k)) Plan.
(3) Does not include shares issuable upon the exercise of options.
(4) Represents shares acquired through the vesting of performance units settled in common stock. The performance units were granted on February 22, 2012.
(5) Represents the number of common shares surrendered to pay applicable tax withholding on the shares acquired through the vesting of the performance units.
(6) This option vests annually in equal one-third increments beginning on the one-year anniversary of the grant date.
 
Remarks:
Senior Vice President and Chief Financial Officer

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