<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
L-3 Communications Holdings, Inc.
_______________________________________________________
(Name of Issuer)
Common Stock
_______________________________________________________
(Title of Class and Securities)
502424
_________________________________________________________
(CUSIP Number of Class of Securities)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following page(s))
<PAGE>
CUSIP Number 502424
_____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Lockheed Martin Corporation I.D. No. 52-1893632
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
_____________________________________________________________________________
:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : 2,300,000 shares
OWNED BY EACH REPORTING PERSON __________________________________________
WITH :(6) SHARED OR NO VOTING POWER
0 (shared)
0 shares (No Vote)
__________________________________________
:(7) SOLE DISPOSITIVE POWER
(Discretionary Accounts)
: 2,300,000 shares
__________________________________________
:(8) SHARED DISPOSITIVE POWER
: 0 shares (Shared)
0 shares (None)
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(Discretionary & Non-discretionary Accounts)
2,300,000 shares
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES - - See Items 4(c)(ii) and (iv)
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
L-3 Communications Holdings, Inc.
Item 1(b). Name of Issuer's Principal Executive Offices:
600 Third Avenue
New York, New York 10016
Item 2(a). Name of Person Filing:
Lockheed Martin Corporation
Item 2(b). Address or Principal Business Office or, if None, Residence:
6801 Rockledge Drive, Bethesda, Maryland 20817
Item 2(c). Citizenship:
Maryland
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
502424
Item 3. Not applicable.
Item 4. Ownership
(a) Amount Beneficially Owned:
2,300,000
(b) Percent of Class:
7.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
2,300,000
(ii) shared power to vote or to direct the vote:
None
<PAGE>
(iii) sole power to dispose or to direct the disposition of:
2,300,000
(iv) shared power to dispose or to direct the disposition of:
None
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in
any transaction having such purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13G in connection with
Lockheed Martin Corporation's beneficial ownership of the common stock of L-3
Communications Holdings, Inc. on this date is true, complete and correct.
Date 2/18/99
_______
/s/ Marian S. Block
_______________________________________________
Vice President and Associate General Counsel
