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 *
  Luci Philip
 2. Date of Event Requiring Statement (Month/Day/Year)
05/10/2017		 3. Issuer Name and Ticker or Trading Symbol
KEYW HOLDING CORP [KEYW]
(Last)
(First)
(Middle)
7740 MILESTONE PARKWAY, SUITE 400		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
General Counsel/Secretary
 5. If Amendment, Date Original Filed(Month/Day/Year)
05/17/2017
(Street)

HANOVER, MD 21076		 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 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, par value $0.001 43,121 (1)
D
 

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
Luci Philip
7740 MILESTONE PARKWAY, SUITE 400
HANOVER, MD 21076		       General Counsel/Secretary  

Signatures

/s/ Sarah E. Roberts as Attorney-in-Fact for Philip Luci 08/29/2018
**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) This Amended Form 3 is being filed solely to correct the amount of shares beneficially owned directly by the reporting person as originally reported in the Form 3 filed on May 17, 2017, from 46,670 shares to 43,121 shares. The share difference was repeated on Form 4 reports filed on 11/7/2017, 12/20/2017 and 6/5/2018 by the reporting person after his original Form 3 was filed. The share difference will be corrected on future Form 4 reports filed by the reporting person.

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