TABLE OF CONTENTS




|                                      |                                                                                                 |                                                           |  |  |  |  |  | 
|------------------------------------- | ----------------------------------------------------------------------------------------------- | --------------------------------------------------------- |  |  |  |  |  | 
|PART I -- FINANCIAL INFORMATION      
|                                      | ITEM 1 -- FINANCIAL STATEMENTS                                                                 
|                                      |                                                                                                 | CONDENSED CONSOLIDATED BALANCE SHEETS                    
|                                      |                                                                                                 | CONDENSED CONSOLIDATED STATEMENTS OF INCOME              
|                                      |                                                                                                 | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS          
|                                      |                                                                                                 | CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
|                                      |                                                                                                 | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS     
|                                      | ITEM 2 -- MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                      | ITEM 3 -- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|PART II -- OTHER INFORMATION         
|                                      | ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                           
|EXHIBIT INDEX                        
|Exhibit 27.1--Financial Data Schedule



---



SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549




---

FORM 10-Q

|                                                          |  |                                                                                                 
|--------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------
|(Mark One)                                                |  |                                                                                                 
|[X]                                                       |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
        SECURITIES EXCHANGE ACT OF 1934
|For the quarterly period ended September 30,
        2000
|OR                                                       
|[  ]                                                      |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

For the transition period from
       Not Applicable
       to

Commission file number
1-6016

ALLEN TELECOM INC.






|                                                                       |  |                                     
|---------------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                               |  | 38-0290950                          
|                                                                      
|(State or Other Jurisdiction of
        Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                                      
|25101 Chagrin Boulevard, Suite 350, Beachwood, Ohio                    |  | 44122                               
|                                                                      
|(Address of Principal Executive Offices)                               |  | (Zip Code)                          

(Registrants Telephone Number, Including Area
Code)               
(216) 765-5855

NOT APPLICABLE






Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months, and (2) has been subject to such filing
requirements for the past 90 days.

Yes
X
     NoX

Indicate the number of shares outstanding of each of the
issuers classes of common stock:

|                          |  |                  |            | 
|------------------------- |  | ---------------- | ---------- | 
|                          |  | Outstanding at  
|Class of Common Stock     |  | November 1, 2000
|                          |  |                 
|Par value $1.00 per share |  |                  | 27,966,580 | 



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##### Table of Contents



ALLEN TELECOM INC.

TABLE OF CONTENTS

|         |  |                                                                                                                              |  |      
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------- |  | -----
|         |  |                                                                                                                              |  | Page 
|         |  |                                                                                                                              |  | No.  
|         |  |                                                                                                                              |  |      
|PART I.  |  | FINANCIAL INFORMATION:                                                                                                       |  |      
|         |  | ITEM 1  Financial Statements:                                                                                               |  |      
|         |  | Condensed Consolidated Balance Sheets -
           September 30, 2000 and December 31, 1999                                  |  | 3    
|         |  | Condensed Consolidated Statements of Income -
           Three and Nine Months Ended September 30, 2000
        and 1999     |  | 4    
|         |  | Condensed Consolidated Statements of Cash Flows
        -
           Nine Months Ended September 30, 2000 and 1999           |  | 5    
|         |  | Condensed Consolidated Statements of
        Stockholders Equity -
           Nine Months Ended September 30, 2000 and 1999 |  | 6    
|         |  | Notes to Condensed Consolidated Financial Statements                                                                         |  | 7- 9 
|         |  | ITEM 2    Managements Discussion
        and Analysis of Financial Condition and Results of Operations                     |  | 10-14
|         |  | ITEM 3    Quantitative and Qualitative
        Disclosures About Market Risks                                               |  | 15   
|        
|        
|        
|        
|PART II. |  | OTHER INFORMATION:                                                                                                           |  |      
|         |  | ITEM 6    Exhibits and Reports on
        Form 8-K                                                                          |  | 15   
|         |  | Signatures                                                                                                                   |  | 16   
|         |  | Exhibit Index                                                                                                                |  | 17   

2



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##### Table of Contents



ALLEN TELECOM INC.




PART I  FINANCIAL INFORMATION





ITEM 1  FINANCIAL STATEMENTS





CONDENSED CONSOLIDATED BALANCE SHEETS


(Amounts in Thousands)


|                     |             |                                                       |                                                                                                       |                                     |                       |         |         |         |         |         |         |         |  
|-------------------- | ----------- | ----------------------------------------------------- | ----------------------------------------------------------------------------------------------------- | ----------------------------------- | --------------------- | ------- | ------- | ------- | ------- | ------- | ------- | ------- | -
|                     |             | September 30,                                         |                                                                                                       | December 31,                       
|                     |             | 2000                                                  |                                                                                                       | 1999                               
|                     |             |                                                       |                                                                                                       |                                    
|                     |             | (Unaudited)                                           |                                                                                                       |                                    
|                    
|                    
|                    
|                    
|ASSETS               |             |                                                       |                                                                                                       |                                     |                       |         |         |        
|                    
|                    
|                    
|                    
|                     |             | Current Assets:                                       |                                                                                                       |                                     |                       |         |         |         |         |        
|                    
|                    
|                    
|                    
|                     |             |                                                       | Cash and equivalents                                                                                  |                                     | $                     | 21,182  |         |         | $       | 22,085  |        
|                    
|                    
|                    
|                    
|                     |             |                                                       | Accounts receivable (less allowance for doubtful accounts of
        $2,771 and $2,537, respectively) |                                     |                       | 94,874  |         |         |         | 87,394  |        
|                    
|                    
|                    
|                    
|                     |             |                                                       | Inventories: Raw materials                                                                            |                                     |                       | 55,333  |         |         |         | 43,608  |        
|                    
|                    
|                    
|                    
|                     |             |                                                       | Work
        in process                                                                               |                                     |                       | 25,630  |         |         |         | 19,343  |        
|                    
|                    
|                    
|                    
|                     |             |                                                       | Finished
         goods                                                                               |                                     |                       | 20,521  |         |         |         | 19,762  |        
|                     |             |                                                       |                                                                                                       |                                     |                       |         |         |        
|                     |             |                                                       |                                                                                                       | Total inventories (net of reserves) |                       |         | 101,484 |         |         |         | 82,713  |        
|                     |             |                                                       |                                                                                                       |                                     |                       |         |         |        
|                     |             |                                                       | Deferred income taxes                                                                                 |                                     |                       | 4,288   |         |         |         | 6,966   |        
|                    
|                    
|                    
|                    
|                     |             |                                                       | Other current assets                                                                                  |                                     |                       | 3,651   |         |         |         | 4,992   |        
|                     |             |                                                       |                                                                                                       |                                     |                       |         |         |        
|                     |             |                                                       |                                                                                                       |                                     | Total current assets  |         |         | 225,479 |         |         |         | 204,150 |  
|                    
|                    
|                    
|                    
|                     |             | Property, plant and equipment, net                    |                                                                                                       |                                     | 40,197                |         |         |         | 49,253  |        
|                    
|                    
|                    
|                    
|                     |             | Excess of cost over net assets of businesses acquired |                                                                                                       |                                     | 131,270               |         |         |         | 134,723 |        
|                    
|                    
|                    
|                    
|                     |             | Deferred income taxes                                 |                                                                                                       |                                     | 36,805                |         |         |         | 30,281  |        
|                    
|                    
|                    
|                    
|                     |             | Other assets                                          |                                                                                                       |                                     | 40,059                |         |         |         | 33,023  |        
|                     |             |                                                       |                                                                                                       |                                     |                       |         |         |        
|                     |             |                                                       |                                                                                                       | TOTAL ASSETS                        |                       | $       | 473,810 |         |         | $       | 451,430 |        
|                     |             |                                                       |                                                                                                       |                                     |                       |         |         |        
|                     | LIABILITIES |                                                       |                                                                                                       |                                     |                       |         |         |         |        
|                    
|                    
|                    
|                    
|                     |             | Current Liabilities:                                  |                                                                                                       |                                     |                       |         |         |         |         |        
|                    
|                    
|                    
|                    
|                     |             |                                                       | Notes payable and current maturities of long-term obligations                                         |                                     | $                     | 895     |         |         | $       | 2,181   |        
|                    
|                    
|                    
|                    
|                     |             |                                                       | Accounts payable                                                                                      |                                     |                       | 46,266  |         |         |         | 41,139  |        
|                    
|                    
|                    
|                    
|                     |             |                                                       | Accrued expenses                                                                                      |                                     |                       | 27,288  |         |         |         | 27,943  |        
|                    
|                    
|                    
|                    
|                     |             |                                                       | Income taxes payable                                                                                  |                                     |                       | 2,979   |         |         |         | 2,464   |        
|                    
|                    
|                    
|                    
|                     |             |                                                       | Deferred income taxes                                                                                 |                                     |                       | 5,452   |         |         |         | 2,361   |        
|                     |             |                                                       |                                                                                                       |                                     |                       |         |         |        
|                     |             |                                                       |                                                                                                       | Total current liabilities           |                       |         | 82,880  |         |         |         | 76,088  |        
|                    
|                    
|                    
|                    
|                     |             | Long-term debt                                        |                                                                                                       |                                     | 140,284               |         |         |         | 120,905 |        
|                    
|                    
|                    
|                    
|                     |             | Deferred income taxes                                 |                                                                                                       |                                     | 1,353                 |         |         |         | 3,455   |        
|                    
|                    
|                    
|                    
|                     |             | Other liabilities                                     |                                                                                                       |                                     | 9,793                 |         |         |         | 10,070  |        
|                     |             |                                                       |                                                                                                       |                                     |                       |         |         |        
|                     |             |                                                       |                                                                                                       | TOTAL LIABILITIES                   |                       |         | 234,310 |         |         |         | 210,518 |        
|                     |             |                                                       |                                                                                                       |                                     |                       |         |         |        
|STOCKHOLDERS EQUITY |             |                                                       |                                                                                                       |                                     |                       |         |         |        
|                    
|                    
|                    
|                    
|                     |             | Common stock                                          |                                                                                                       |                                     | 30,036                |         |         |         | 30,010  |        
|                    
|                    
|                    
|                    
|                     |             | Paid-in capital                                       |                                                                                                       |                                     | 183,076               |         |         |         | 181,335 |        
|                    
|                    
|                    
|                    
|                     |             | Retained earnings                                     |                                                                                                       |                                     | 65,411                |         |         |         | 57,014  |        
|                    
|                    
|                    
|                    
|                     |             | Accumulated other comprehensive loss                  |                                                                                                       |                                     | (22,832               | )       |         |         | (10,685 | )      
|                    
|                    
|                    
|                    
|                     |             | Less: Treasury stock (at cost)                        |                                                                                                       |                                     | (14,753               | )       |         |         | (14,978 | )      
|                    
|                    
|                    
|                    
|                     |             |                                                       |                                                                                                       |                                     | Unearned compensation |         |         | (1,438  | )       |         |         | (1,784  | )
|                     |             |                                                       |                                                                                                       |                                     |                       |         |         |        
|                     |             |                                                       | TOTAL STOCKHOLDERS EQUITY                                                                            |                                     |                       | 239,500 |         |         |         | 240,912 |        
|                     |             |                                                       |                                                                                                       |                                     |                       |         |         |        
|                     |             |                                                       | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                            |                                     | $                     | 473,810 |         |         | $       | 451,430 |        
|                     |             |                                                       |                                                                                                       |                                     |                       |         |         |        



3



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##### Table of Contents



ALLEN TELECOM INC.




CONDENSED CONSOLIDATED STATEMENTS OF INCOME


(Amounts in Thousands, Except Per Share Data)


(Unaudited)


|                                                                                              |                                        |                                                        |         |                   |         |      |        |      |         |   |         |     |          |   |         |     |          |  
|--------------------------------------------------------------------------------------------- | -------------------------------------- | ------------------------------------------------------ | ------- | ----------------- | ------- | ---- | ------ | ---- | ------- | - | ------- | --- | -------- | - | ------- | --- | -------- | -
|                                                                                              |                                        |                                                        |         |                   |         |     
|                                                                                              |                                        | Three Months                                           |         |                  
|                                                                                              |                                        | Ended                                                  |         | Nine Months Ended
|                                                                                              |                                        | September 30,                                          |         | September 30,    
|                                                                                              |                                        |                                                        |         |                  
|                                                                                              |                                        | 2000                                                   |         | 1999              |         | 2000 |        | 1999
|                                                                                              |                                        |                                                        |         |                   |         |      |        |     
|Sales                                                                                         |                                        | $                                                      | 106,765 |                   |         | $    | 89,536 |      |         | $ | 283,161 |     |          | $ | 242,950 |    
|                                                                                              |                                        |                                                        |         |                   |         |      |        |      |         |   |         |     |          |   |         |    
|Costs and expenses:                                                                           |                                        |                                                        |         |                   |         |      |        |      |         |   |         |     |          |   |         |    
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                        | Cost of sales (Note 2)                                 |         |                   | (74,835 | )    |        |      | (63,688 | ) |         |     | (198,265 | ) |         |     | (171,515 | )
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                        | Selling, general and administrative expenses (Note 2)  |         |                   | (15,353 | )    |        |      | (14,954 | ) |         |     | (46,694  | ) |         |     | (42,497  | )
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                        | Research and development and product engineering costs |         |                   | (6,924  | )    |        |      | (6,890  | ) |         |     | (19,491  | ) |         |     | (22,264  | )
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Other income (Note 3)                                                                         |                                        |                                                        |        |                   |         |      | 3,013  |      |         |   |        |     |          |   | 3,238   |    
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Interest expense                                                                              |                                        |                                                        | (2,899  | )                 |         |      | (2,397 | )    |         |   | (7,995  | )   |          |   | (7,094  | )  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Interest income                                                                               |                                        |                                                        | 530     |                   |         |      | 269    |      |         |   | 1,457   |     |          |   | 974     |    
|                                                                                              |                                        |                                                        |         |                   |         |      |        |      |         |   |         |     |          |   |         |    
|Income before taxes and minority interests                                                    |                                        |                                                        | 7,284   |                   |         |      | 4,889  |      |         |   | 12,173  |     |          |   | 3,792   |    
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Provision for income taxes                                                                    |                                        |                                                        | (2,966  | )                 |         |      | (1,810 | )    |         |   | (4,991  | )   |          |   | (1,425  | )  
|                                                                                              |                                        |                                                        |         |                   |         |      |        |      |         |   |         |     |          |   |         |    
|Income before minority interests                                                              |                                        |                                                        | 4,318   |                   |         |      | 3,079  |      |         |   | 7,182   |     |          |   | 2,367   |    
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Minority interests                                                                            |                                        |                                                        | (33     | )                 |         |      | (447   | )    |         |   | (85     | )   |          |   | (1,154  | )  
|                                                                                              |                                        |                                                        |         |                   |         |      |        |      |         |   |         |     |          |   |         |    
|Income from continuing operations                                                             |                                        |                                                        | 4,285   |                   |         |      | 2,632  |      |         |   | 7,097   |     |          |   | 1,213   |    
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Discontinued emissions testing operation: Gain on sale (net of
        income taxes) (Note 4) |                                        |                                                        |        |                   |         |      |       |      |         |   | 1,300   |     |          |   | 2,363   |    
|                                                                                              |                                        |                                                        |         |                   |         |      |        |      |         |   |         |     |          |   |         |    
|Net income                                                                                    |                                        | $                                                      | 4,285   |                   |         | $    | 2,632  |      |         | $ | 8,397   |     |          | $ | 3,576   |    
|                                                                                              |                                        |                                                        |         |                   |         |      |        |      |         |   |         |     |          |   |         |    
|Earnings per common share, basic and diluted:                                                 |                                        |                                                        |         |                   |         |      |        |      |         |   |         |     |          |   |         |    
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              | Continuing operations                  |                                                        | $       | .15               |         |      | $      | .10  |         |   | $       | .25 |          |   | $       | .04 |         
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              | Discontinued operations  gain on sale |                                                        |         |                  |         |      |        |     |         |   |         | .05 |          |   |         | .09 |         
|                                                                                              |                                        |                                                        |         |                   |         |      |        |      |         |   |         |     |          |   |         |    
|                                                                                              | Net income                             |                                                        | $       | .15               |         |      | $      | .10  |         |   | $       | .30 |          |   | $       | .13 |         
|                                                                                              |                                        |                                                        |         |                   |         |      |        |      |         |   |         |     |          |   |         |    
|Weighted average common                                                                       |                                        |                                                        |         |                   |         |      |        |      |         |   |         |     |          |   |         |    
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              | Shares outstanding:                    |                                                        |         |                   |         |      |        |      |         |   |         |     |          |   |         |     |         
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                        | Basic                                                  |         |                   | 27,820  |      |        |      | 27,480  |   |         |     | 27,800   |   |         |     | 27,430   |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |                                        | Assumed exercise of stock options                      |         |                   | 560     |      |        |      | 240     |   |         |     | 430      |   |         |     | 180      |  
|                                                                                              |                                        |                                                        |         |                   |         |      |        |      |         |   |         |     |          |   |         |    
|                                                                                              |                                        | Diluted                                                |         |                   | 28,380  |      |        |      | 27,720  |   |         |     | 28,230   |   |         |     | 27,610   |  
|                                                                                              |                                        |                                                        |         |                   |         |      |        |      |         |   |         |     |          |   |         |    

See accompanying notes to the Condensed Consolidated Financial
Statements.

4



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##### Table of Contents



ALLEN TELECOM INC.




CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(Amounts in Thousands)


(Unaudited)


|                                                             |                                                         |                                                 |              |         |         |       |        |         |         |       | 
|------------------------------------------------------------ | ------------------------------------------------------- | ----------------------------------------------- | ------------ | ------- | ------- | ----- | ------ | ------- | ------- | ----- | 
|                                                             |                                                         |                                                
|                                                             |                                                         | Nine Months Ended                              
|                                                             |                                                         | September 30,                                  
|                                                             |                                                         |                                                
|                                                             |                                                         | 2000                                            |              | 1999   
|                                                             |                                                         |                                                 |              |        
|CASH FLOW FROM OPERATIONS:                                   |                                                         |                                                 |              |         |         |       |        |        
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Income from continuing operations                       |                                                 | $            | 7,097   |         |       | $      | 1,213   |        
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Adjustments to reconcile income to operating cash flow: |                                                 |              |         |         |       |        |         |        
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Depreciation                                    |              |         | 10,086  |       |        |         | 11,236  |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Amortization of goodwill                        |              |         | 5,841   |       |        |         | 5,195   |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Amortization of capitalized software            |              |         | 1,984   |       |        |         | 2,185   |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Other amortization                              |              |         | 232     |       |        |         | 544     |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Non-cash pension gain                           |              |         | (1,160  | )     |        |         |        |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Non-cash loss on write-down of assets           |              |         | 393     |       |        |         | 321     |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Gain on investments                             |              |         |        |       |        |         | (3,732  | )    
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Changes in operating assets and liabilities:            |                                                 |              |         |         |       |        |         |        
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Receivables                                     |              |         | (13,211 | )     |        |         | (19,005 | )    
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Inventories                                     |              |         | (24,706 | )     |        |         | (9,650  | )    
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Accounts payable and accrued expenses           |              |         | 14,981  |       |        |         | 4,394   |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Income taxes                                    |              |         | (1,642  | )     |        |         | (5,162  | )    
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Other, net                                      |              |         | (2,179  | )     |        |         | 2       |      
|                                                             |                                                         |                                                 |              |         |         |       |        |        
|                                                             | CASH USED BY OPERATING ACTIVITIES                       |                                                 |              | (2,284  | )       |       |        | (12,459 | )      
|                                                             |                                                         |                                                 |              |         |         |       |        |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                        |                                                         |                                                 |              |         |         |       |        |        
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Sale of discontinued emissions testing business |              |         |        |       |        |         | 9,387   |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Collection from sale of common stock investment |              |         |        |       |        |         | 10,934  |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Investments in telecommunication subsidiaries   |              |         | (8,512  | )     |        |         | (423    | )    
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Capital expenditures                            |              |         | (7,644  | )     |        |         | (6,208  | )    
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Sales and retirements of fixed assets           |              |         | 511     |       |        |         | 9       |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Capitalized software product costs              |              |         | (2,755  | )     |        |         | (985    | )    
|                                                             |                                                         |                                                 |              |         |         |       |        |        
|                                                             | CASH (USED) PROVIDED BY INVESTING ACTIVITIES            |                                                 |              | (18,400 | )       |       |        | 12,714  |        
|                                                             |                                                         |                                                 |              |         |         |       |        |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                        |                                                         |                                                 |              |         |         |       |        |        
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Proceeds from (repayments of) borrowings        |              |         | 18,851  |       |        |         | (6,422  | )    
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Collection on installment note receivable       |              |         | 1,000   |       |        |         |        |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Treasury stock sold to employee benefit plan    |              |         | 576     |       |        |         | 694     |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Exercise of stock options                       |              |         | 297     |       |        |         | 144     |      
|                                                             |                                                         |                                                 |              |         |         |       |        |        
|                                                             | CASH PROVIDED (USED) BY FINANCING ACTIVITIES            |                                                 |              | 20,724  |         |       |        | (5,584  | )      
|                                                             |                                                         |                                                 |              |         |         |       |        |        
|Net Cash Provided By Discontinued Emissions Testing Business |                                                         |                                                 |             |         |         |       | 1,810  |        
|                                                             |                                                         |                                                 |              |         |         |       |        |        
|NET CASH PROVIDED (USED)                                     |                                                         |                                                 | 40           |         |         |       | (3,519 | )      
|                                                            
|                                                            
|                                                            
|                                                            
|Effect of foreign currency exchange rate changes on cash     |                                                         |                                                 | (943         | )       |         |       | (2,156 | )      
|                                                            
|                                                            
|                                                            
|                                                            
|Cash and equivalents at beginning of year                    |                                                         |                                                 | 22,085       |         |         |       | 19,900 |        
|                                                             |                                                         |                                                 |              |         |         |       |        |        
|CASH AND EQUIVALENTS AT END OF PERIOD                        |                                                         | $                                               | 21,182       |         |         | $     | 14,225 |        
|                                                             |                                                         |                                                 |              |         |         |       |        |        
|Supplemental cash flow data:                                 |                                                         |                                                 |              |         |         |       |        |        
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         | Cash paid during the period for:                |              |         |         |       |        |         |         |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         |                                                 | Interest     |         | $       | 6,677 |        |         | $       | 5,830 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                         |                                                 | Income taxes |         | $       | 6,127 |        |         | $       | 6,285 | 

See accompanying notes to the Condensed Consolidated Financial
Statements.

5



---



##### Table of Contents



ALLEN TELECOM INC.




CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS
EQUITY


(Amounts in Thousands)


(Unaudited)


|                                              |                           |                                          |         |        |         |         |        |               |  |          |         |   |  |  |   |       |         |   |        |       |  | 
|--------------------------------------------- | ------------------------- | ---------------------------------------- | ------- | ------ | ------- | ------- | ------ | ------------- |  | -------- | ------- | - |  |  | - | ----- | ------- | - | ------ | ----- |  | 
|                                              |                           |                                          |         | Common |         | Paid-In |        | Comprehensive |  | Retained
|                                              |                           | Total                                    |         | Stock  |         | Capital |        | Income (Loss) |  | Earnings
|                                              |                           |                                          |         |        |         |         |        |               |  |         
|For the nine months ended September 30, 2000: |                           |                                          |         |        |         |         |        |               |  |          |         |   |  |  |   |       |         |   |        |      
|                                             
|                                             
|                                             
|                                             
|Beginning Balance, January 1, 2000            |                           | $                                        | 240,912 |        |         | $       | 30,010 |               |  | $        | 181,335 |   |  |  |   |       |         | $ | 57,014 |      
|                                             
|                                             
|                                             
|                                             
|Comprehensive Income (loss):                  |                           |                                          |         |        |         |         |        |               |  |          |         |   |  |  |   |       |         |   |        |      
|                                             
|                                             
|                                             
|                                             
|                                              | Net income                |                                          |         | 8,397  |         |         |        |               |  |          |         |   |  |  | $ | 8,397 |         |   |        | 8,397 | 
|                                             
|                                             
|                                             
|                                             
|                                              | Other comprehensive loss: |                                          |         |        |         |         |        |               |  |          |         |   |  |  |   |       |         |   |        |       | 
|                                             
|                                             
|                                             
|                                             
|                                              |                           | Foreign currency translation adjustments |         |        | (12,147 | )       |        |               |  |          |         |   |  |  |   |       | (12,147 | ) |        |       |  | 
|                                              |                           |                                          |         |        |         |         |        |               |  |          |         |   |  |  |   |       |         |   |        |      
|                                              |                           | Comprehensive loss                       |         |        |         |         |        |               |  |          |         |   |  |  |   | $     | (3,750  | ) |        |       |  | 
|                                              |                           |                                          |         |        |         |         |        |               |  |          |         |   |  |  |   |       |         |   |        |      
|Treasury stock reissued                       |                           |                                          | 576     |        |         |         |        |               |  |          | 263     |   |  |  |   |       |         |   |        |      
|                                             
|                                             
|                                             
|                                             
|Exercise of stock options                     |                           |                                          | 297     |        |         |         | 33     |               |  |          | 264     |   |  |  |   |       |         |   |        |      
|                                             
|                                             
|                                             
|                                             
|Employee stock plan tax benefits              |                           |                                          | 1,331   |        |         |         |        |               |  |          | 1,331   |   |  |  |   |       |         |   |        |      
|                                             
|                                             
|                                             
|                                             
|Restricted stock cancellation                 |                           |                                          | (98     | )      |         |         | (7     | )             |  |          | (117    | ) |  |  |   |       |         |   |        |      
|                                             
|                                             
|                                             
|                                             
|Amortization of unearned compensation         |                           |                                          | 232     |        |         |         |        |               |  |          |         |   |  |  |   |       |         |   |        |      
|                                              |                           |                                          |         |        |         |         |        |               |  |          |         |   |  |  |   |       |         |   |        |      
|Ending Balance, September 30, 2000            |                           | $                                        | 239,500 |        |         | $       | 30,036 |               |  | $        | 183,076 |   |  |  |   |       |         | $ | 65,411 |      
|                                              |                           |                                          |         |        |         |         |        |               |  |          |         |   |  |  |   |       |         |   |        |      
|For the nine months ended September 30, 1999: |                           |                                          |         |        |         |         |        |               |  |          |         |   |  |  |   |       |         |   |        |      
|                                             
|                                             
|                                             
|                                             
|Beginning Balance, January 1, 1999            |                           | $                                        | 250,081 |        |         | $       | 29,759 |               |  | $        | 180,604 |   |  |  |   |       |         | $ | 59,869 |      
|                                             
|                                             
|                                             
|                                             
|Comprehensive Income (loss):                  |                           |                                          |         |        |         |         |        |               |  |          |         |   |  |  |   |       |         |   |        |      
|                                             
|                                             
|                                             
|                                             
|                                              | Net income                |                                          |         | 3,576  |         |         |        |               |  |          |         |   |  |  | $ | 3,576 |         |   |        | 3,576 | 
|                                             
|                                             
|                                             
|                                             
|                                              | Other comprehensive loss: |                                          |         |        |         |         |        |               |  |          |         |   |  |  |   |       |         |   |        |       | 
|                                             
|                                             
|                                             
|                                             
|                                              |                           | Foreign currency translation adjustments |         |        | (7,099  | )       |        |               |  |          |         |   |  |  |   |       | (7,099  | ) |        |       |  | 
|                                              |                           |                                          |         |        |         |         |        |               |  |          |         |   |  |  |   |       |         |   |        |      
|                                              |                           | Comprehensive loss                       |         |        |         |         |        |               |  |          |         |   |  |  |   | $     | (3,523  | ) |        |       |  | 
|                                              |                           |                                          |         |        |         |         |        |               |  |          |         |   |  |  |   |       |         |   |        |      
|Treasury stock reissued                       |                           |                                          | 694     |        |         |         |        |               |  |          | (81     | ) |  |  |   |       |         |   |        |      
|                                             
|                                             
|                                             
|                                             
|Exercise of stock options                     |                           |                                          | 144     |        |         |         |        |               |  |          | 68      |   |  |  |   |       |         |   |        |      
|                                             
|                                             
|                                             
|                                             
|Restricted stock, net                         |                           |                                          | (170    | )      |         |         | 32     |               |  |          | 61      |   |  |  |   |       |         |   |        |      
|                                             
|                                             
|                                             
|                                             
|Amortization of unearned compensation         |                           |                                          | 302     |        |         |         |        |               |  |          |         |   |  |  |   |       |         |   |        |      
|                                              |                           |                                          |         |        |         |         |        |               |  |          |         |   |  |  |   |       |         |   |        |      
|Ending Balance, September 30, 1999            |                           | $                                        | 247,528 |        |         | $       | 29,791 |               |  | $        | 180,652 |   |  |  |   |       |         | $ | 63,445 |      
|                                              |                           |                                          |         |        |         |         |        |               |  |          |         |   |  |  |   |       |         |   |        |      

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                              |                           |                                          |         |          |         |              |         |   |  |   |        |   |  | 
|--------------------------------------------- | ------------------------- | ---------------------------------------- | ------- | -------- | ------- | ------------ | ------- | - |  | - | ------ | - |  | 
|                                              |                           | Accumulated                              |         |          |         |             
|                                              |                           | Other                                    |         |          |         |             
|                                              |                           | Comprehensive                            |         | Treasury |         | Unearned    
|                                              |                           | Loss                                     |         | Stock    |         | Compensation
|                                              |                           |                                          |         |          |         |             
|For the nine months ended September 30, 2000: |                           |                                          |         |          |         |              |         |   |  |   |        |  
|                                             
|                                             
|                                             
|                                             
|Beginning Balance, January 1, 2000            |                           | $                                        | (10,685 | )        |         | $            | (14,978 | ) |  | $ | (1,784 | )
|                                             
|                                             
|                                             
|                                             
|Comprehensive Income (loss):                  |                           |                                          |         |          |         |              |         |   |  |   |        |  
|                                             
|                                             
|                                             
|                                             
|                                              | Net income                |                                          |         |          |         |              |         |   |  |   |        |   | 
|                                             
|                                             
|                                             
|                                             
|                                              | Other comprehensive loss: |                                          |         |          |         |              |         |   |  |   |        |   | 
|                                             
|                                             
|                                             
|                                             
|                                              |                           | Foreign currency translation adjustments |         |          | (12,147 | )            |         |   |  |   |        |   |  | 
|                                             
|                                             
|                                             
|                                             
|                                              |                           | Comprehensive loss                       |         |          |         |              |         |   |  |   |        |   |  | 
|                                             
|                                             
|                                             
|                                             
|Treasury stock reissued                       |                           |                                          |         |          |         |              | 313     |   |  |   |        |  
|                                             
|                                             
|                                             
|                                             
|Exercise of stock options                     |                           |                                          |         |          |         |              |         |   |  |   |        |  
|                                             
|                                             
|                                             
|                                             
|Employee stock plan tax benefits              |                           |                                          |         |          |         |              |         |   |  |   |        |  
|                                             
|                                             
|                                             
|                                             
|Restricted stock cancellation                 |                           |                                          |         |          |         |              | (88     | ) |  |   | 114    |  
|                                             
|                                             
|                                             
|                                             
|Amortization of unearned compensation         |                           |                                          |         |          |         |              |         |   |  |   | 232    |  
|                                              |                           |                                          |         |          |         |              |         |   |  |   |        |  
|Ending Balance, September 30, 2000            |                           | $                                        | (22,832 | )        |         | $            | (14,753 | ) |  | $ | (1,438 | )
|                                              |                           |                                          |         |          |         |              |         |   |  |   |        |  
|For the nine months ended September 30, 1999: |                           |                                          |         |          |         |              |         |   |  |   |        |  
|                                             
|                                             
|                                             
|                                             
|Beginning Balance, January 1, 1999            |                           | $                                        | (2,255  | )        |         | $            | (15,985 | ) |  | $ | (1,911 | )
|                                             
|                                             
|                                             
|                                             
|Comprehensive Income (loss):                  |                           |                                          |         |          |         |              |         |   |  |   |        |  
|                                             
|                                             
|                                             
|                                             
|                                              | Net income                |                                          |         |          |         |              |         |   |  |   |        |   | 
|                                             
|                                             
|                                             
|                                             
|                                              | Other comprehensive loss: |                                          |         |          |         |              |         |   |  |   |        |   | 
|                                             
|                                             
|                                             
|                                             
|                                              |                           | Foreign currency translation adjustments |         |          | (7,099  | )            |         |   |  |   |        |   |  | 
|                                             
|                                             
|                                             
|                                             
|                                              |                           | Comprehensive loss                       |         |          |         |              |         |   |  |   |        |   |  | 
|                                             
|                                             
|                                             
|                                             
|Treasury stock reissued                       |                           |                                          |         |          |         |              | 775     |   |  |   |        |  
|                                             
|                                             
|                                             
|                                             
|Exercise of stock options                     |                           |                                          |         |          |         |              | 76      |   |  |   |        |  
|                                             
|                                             
|                                             
|                                             
|Restricted stock, net                         |                           |                                          |         |          |         |              |         |   |  |   | (263   | )
|                                             
|                                             
|                                             
|                                             
|Amortization of unearned compensation         |                           |                                          |         |          |         |              |         |   |  |   | 302    |  
|                                              |                           |                                          |         |          |         |              |         |   |  |   |        |  
|Ending Balance, September 30, 1999            |                           | $                                        | (9,354  | )        |         | $            | (15,134 | ) |  | $ | (1,872 | )
|                                              |                           |                                          |         |          |         |              |         |   |  |   |        |  



6



---



##### Table of Contents



ALLEN TELECOM INC.




NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)




|   |                                 
|-- | --------------------------------
|1. | Significant Accounting Policies:

General

In the opinion of the management of Allen Telecom Inc. (the
Company), the accompanying unaudited condensed
consolidated interim financial statements reflect all
adjustments necessary to present fairly the financial position
of the Company as of September 30, 2000 and the
consolidated results of its operations, cash flows and changes
in stockholders equity for the periods ended
September 30, 2000 and 1999 in accordance with accounting
principles generally accepted in the United States of America.
The results of operations for such interim periods are not
necessarily indicative of the results for the full year. The
year-end 1999 consolidated condensed balance sheet was derived
from audited financial statements, but does not include all
disclosures required by generally accepted accounting
principles. For further information, refer to the consolidated
financial statements and footnotes thereto included in the
Companys Annual Report on Form 10-K for the year
ended December 31, 1999.

Consolidation Policy

The Companys consolidated financial statements include the
accounts of all wholly owned and majority owned subsidiaries.
Intercompany accounts and transactions have been eliminated. To
facilitate preparation of financial statements, the
Companys principal European operations are included in the
consolidated financial statements on a two-month delayed basis.

Effective January 1, 2001, such European operations will
change their fiscal year-end from October 31 to
December 31, consistent with the balance of the
Companys operations. The results of operations for these
European operations for the period November and December 
2000 will be recorded directly to retained earnings in the first
quarter of 2001 and the operations for January through
March 31, 2000 will be included in first quarter reported
results. This change in reporting period is not expected to have
a significant effect on the consolidated reported results of
operations.



|   |                        
|-- | -----------------------
|2. | Special Charges (Gain):

In the fourth quarter 1999, the Company announced the
restructuring of certain operations including the discontinuance
of certain product lines, the closing of a manufacturing
facility and other items. As previously indicated in the
financial statements for the year ended December 31, 1999,
in the first quarter 2000 the Company incurred pretax charges of
$1,678,000, or $.04 per basic and diluted share after related
income tax effect, incremental to the fourth quarter 1999
restructuring charge. These first quarter 2000 charges, which
were not accruable at December 31, 1999, included
termination costs of employees notified subsequent to
December 31,

7



---



##### Table of Contents



ALLEN TELECOM INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)


(Continued)


1999, relocation costs, asset write-offs, and other termination
related benefits. Of the charge, $393,000 relates to a non-cash
write-off of capital assets and $1,285,000 are cash related
charges.

In the third quarter of 2000, the Company recognized a non-cash
pretax gain of $1,160,000, or $.03 per basic and diluted share
after related income tax effect, with respect to a pension
curtailment gain as a result of a reduction in workforce in
connection with the aforementioned restructuring. Of the third
quarter pretax gain, $406,000 was recorded in cost of sales and
$754,000 in selling, general and administrative expenses. For
the nine months ended September 30, 2000, the Company has
incurred net pretax charges (related to the two items discussed
above) of $518,000, or $.01 per basic and diluted share, after
related income tax effect. Of the nine months charge, $554,000
was recorded in cost of sales and a gain of $36,000 in selling,
general and administrative expense.

The following is a summary of the activity for exit costs
incurred (amounts in thousands, except for employee data).

|                                          |  |           |        |           |  |                  |     |       |  |   |       |   |  |   |        |  
|----------------------------------------- |  | --------- | ------ | --------- |  | ---------------- | --- | ----- |  | - | ----- | - |  | - | ------ | -
|                                          |  |           |        |           |  |                 
|                                          |  | Severance |        |           |  |                 
|                                          |  |           |        |           |  |                 
|                                          |  |           |        | Number of |  | Sale of Building |     |      
|                                          |  | Accrual   |        | Employees |  | and Equipment    |     | Other
|                                          |  |           |        |           |  |                  |     |      
|Accrual balance at December 31, 1999      |  | $         | 1,374  |           |  |                  | 93  |       |  | $ | 2,271 |   |  | $ | 517    |  
|                                         
|                                         
|                                         
|                                         
|Addition to accrual in first quarter 2000 |  |           | 327    |           |  |                  | 5   |       |  |   | 393   |   |  |   | 958    |  
|                                         
|                                         
|                                         
|                                         
|Employees terminated                      |  |           |       |           |  |                  | (98 | )     |  |   |      |   |  |   |       |  
|                                         
|                                         
|                                         
|                                         
|Charged against accrual                   |  |           | (1,375 | )         |  |                  |    |       |  |   | (506  | ) |  |   | (1,129 | )
|                                          |  |           |        |           |  |                  |     |       |  |   |       |   |  |   |        |  
|Balance September 30, 2000                |  | $         | 326    |           |  |                  |    |       |  | $ | 2,158 |   |  | $ | 346    |  

The term of severance is based on years of service or determined
by contractual obligation, and is payable over a period of time.
Severance will be paid out in its entirety by October 31,
2001.



|   |              
|-- | -------------
|3. | Other Income:

Other income for the three and nine-months ended
September 30, 1999 relates principally to a gain on sale of
the Companys investment in NextWave Telecom Inc. The
aggregate impact of other income is $.07 and $.08 per basic and
diluted share after related income tax effects, for the three
and nine-month periods, respectively.



|   |                         
|-- | ------------------------
|4. | Discontinued Operations:

The gain on sale from discontinued operations in 2000 represents
income from previously contingent purchase price consideration
(in the form of a 12% interest bearing installment note) earned
on the sale of the Companys former automotive emissions
testing business sold in the first quarter of 1999. The gains in
2000 and 1999 are net of related income taxes in the amount of
$700,000 and $1,403,000, respectively.

8



---



##### Table of Contents



ALLEN TELECOM INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)


(Continued)




|   |                     
|-- | --------------------
|5. | Segment Disclosures:

The following table presents sales to external customers and
results of operations for the Companys two operating
segments (amounts in thousands):

|                                           |                               |                    |        |                   |         |      |        |        |        |   |        |         |         |   |        |         |         | 
|------------------------------------------ | ----------------------------- | ------------------ | ------ | ----------------- | ------- | ---- | ------ | ------ | ------ | - | ------ | ------- | ------- | - | ------ | ------- | ------- | 
|                                           |                               |                    |        |                  
|                                           |                               | Three Months Ended |        | Nine Months Ended
|                                           |                               | September 30,      |        | September 30,    
|                                           |                               |                    |        |                  
|                                           |                               | 2000               |        | 1999              |         | 2000 |        | 1999  
|                                           |                               |                    |        |                   |         |      |        |       
|Sales to external customers:               |                               |                    |        |                   |         |      |        |        |        |   |        |         |         |   |        |        
|                                          
|                                          
|                                          
|                                          
|                                           | Telecommunications equipment  |                    | $      | 100,251           |         |      | $      | 84,470 |        |   | $      | 263,769 |         |   | $      | 225,959 |        
|                                          
|                                          
|                                          
|                                          
|                                           | Wireless engineering services |                    |        | 6,514             |         |      |        | 5,066  |        |   |        | 19,392  |         |   |        | 16,991  |        
|                                           |                               |                    |        |                   |         |      |        |        |        |   |        |         |         |   |        |        
|                                           |                               | Total sales        |        | $                 | 106,765 |      |        | $      | 89,536 |   |        | $       | 283,161 |   |        | $       | 242,950 | 
|                                           |                               |                    |        |                   |         |      |        |        |        |   |        |         |         |   |        |        
|Results of operations:                     |                               |                    |        |                   |         |      |        |        |        |   |        |         |         |   |        |        
|                                          
|                                          
|                                          
|                                          
|                                           | Telecommunications equipment  |                    | $      | 12,675            |         |      | $      | 7,491  |        |   | $      | 26,145  |         |   | $      | 15,050  |        
|                                          
|                                          
|                                          
|                                          
|                                           | Wireless engineering services |                    |        | 1,005             |         |      |        | (180   | )      |   |        | 3,902   |         |   |        | 1,275   |        
|                                           |                               |                    |        |                   |         |      |        |        |        |   |        |         |         |   |        |        
|                                           |                               |                    | 13,680 |                   |         |      | 7,311  |        |        |   | 30,047 |         |         |   | 16,325 |        
|                                          
|                                          
|                                          
|                                          
|Other income                               |                               |                    |       |                   |         |      | 3,013  |        |        |   |       |         |         |   | 3,238  |        
|                                          
|                                          
|                                          
|                                          
|Goodwill amortization                      |                               |                    | (1,980 | )                 |         |      | (1,733 | )      |        |   | (5,841 | )       |         |   | (5,195 | )      
|                                          
|                                          
|                                          
|                                          
|General corporate expenses                 |                               |                    | (2,047 | )                 |         |      | (1,574 | )      |        |   | (5,495 | )       |         |   | (4,456 | )      
|                                          
|                                          
|                                          
|                                          
|Net financing costs                        |                               |                    | (2,369 | )                 |         |      | (2,128 | )      |        |   | (6,538 | )       |         |   | (6,120 | )      
|                                           |                               |                    |        |                   |         |      |        |        |        |   |        |         |         |   |        |        
|Income before taxes and minority interests |                               | $                  | 7,284  |                   |         | $    | 4,889  |        |        | $ | 12,173 |         |         | $ | 3,792  |        
|                                           |                               |                    |        |                   |         |      |        |        |        |   |        |         |         |   |        |        



|   |                                         
|-- | ----------------------------------------
|6. | Impact of New Accounting Pronouncements:

The Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting
for Derivative Instruments and Hedging Activities, in
June 1998 which will now be effective for financial
statements for all fiscal quarters of fiscal years beginning
after June 15, 2000. Accordingly, the Company will adopt
the provisions of the standard on January 1, 2001. The
Company utilizes limited hedging activities primarily in its
foreign subsidiaries to limit foreign currency exchange rate
risk on receivables. The Company has not yet determined the
effect, if any, of the adoption of this Statement on results of
operations and financial position.

In December 1999, the Securities and Exchange Commission
issued Staff Accounting Bulletin No. 101 (SAB 101), 
Revenue Recognition in Financial Statements. SAB 101
summarizes certain of the staffs views in applying
generally accepted accounting principles to revenue recognition
in financial statements. SAB 101 is effective no later than the
fourth fiscal quarter of fiscal years beginning after
December 15, 1999. The provisions of SAB 101 did not
require any change in the Companys revenue recognition
policies and practices.

9



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##### Table of Contents



ALLEN TELECOM INC.




ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS


Results of Operations

Summary:


Allen Telecom Inc. reported income from continuing operations of
$4.3 million or $.15 per common share (all per share
information relates to both basic and fully diluted earnings per
common share) for the three months ended September 30, 2000, as
compared with $2.6 million ($.10 per share) for the three
months ended September 30, 1999. For the nine months ended
September 30, 2000 the Company reported $7.1 million
of income from continuing operations ($.25 per share), as
compared with $1.2 million ($.04 per share) in 1999. Total
sales for the three months ended September 30, 2000
increased 19% from $89.5 million in the third quarter 1999
to $106.8 million in the third quarter 2000. Sales for the
nine months ended September 30, 2000 increased 17% over the
same period last year from $243.0 million to
$283.2 million, respectively.

The results of operations for the three months ending
September 30, 2000 include a pretax gain of approximately
$1.2 million, or $.03 per share after related income tax
effect, with respect to a pension curtailment gain as a result
of a reduction in force in connection with the restructuring
announced during the fourth quarter of 1999. For the nine months
ended September 30, 2000, the Company has incurred net
pretax charges of $.5 million, or $.01 per share, after
related income tax effect. This net charge includes, in addition
to the aforementioned gain, incremental costs for the
discontinuance of certain product lines, the closing of a
manufacturing facility, employee termination costs and other
items reflected in the first quarter of 2000. Of the third
quarter pretax gain, $.4 million was recorded in cost of
sales and $.8 million in selling, general and
administrative expenses. Of the nine months net charge,
$.6 million was recorded in cost of sales and a gain of
$.1 million in selling, general and administrative
expenses. See Note 2 of Notes to Condensed Consolidated
Financial Statements for additional information concerning such
special items.

Telecommunications Equipment Manufacturing:

Telecommunications Equipment Manufacturing sales increased
$15.9 million, or 19%, from $84.4 million in the third
quarter 1999 to $100.3 million in the third quarter 2000.
Sales increased approximately 17% from $226.0 million for
the nine-month period ended September 30, 1999 to
$263.8 million for the nine-month period ended
September 30, 2000. Increasing demand for antenna and site
management products drove the sales increase in both periods.
Geographically, all regions showed sales increases with the
exception of Asia, which had a decrease in the sales of low
margin cable products to China. Sales by product line were as
follows:

|                                                 |  |                    |       |              |  |         |      |         |  |   |       |  |  |   |       | 
|------------------------------------------------ |  | ------------------ | ----- | ------------ |  | ------- | ---- | ------- |  | - | ----- |  |  | - | ----- | 
|                                                 |  |                    |       |             
|                                                 |  | Three Months Ended |       | Year To Date
|Sales By Product Line                            |  |                    |       |             
|($ Millions)                                     |  | 3Q 2000            |       | 3Q 1999      |  | 3Q 2000 |      | 3Q 1999
|                                                 |  |                    |       |              |  |         |      |        
|Systems Products                                 |  | $                  | 20.4  |              |  | $       | 24.2 |         |  | $ | 58.7  |  |  | $ | 70.0  | 
|                                                
|                                                
|                                                
|                                                
|Site Management and Other Non-Antenna Products   |  |                    | 52.4  |              |  |         | 39.1 |         |  |   | 137.5 |  |  |   | 102.5 | 
|                                                
|                                                
|                                                
|                                                
|Mobile and Base Station Antennas                 |  |                    | 27.5  |              |  |         | 21.1 |         |  |   | 67.6  |  |  |   | 53.5  | 
|                                                 |  |                    |       |              |  |         |      |         |  |   |       |  |  |   |       | 
|Total Telecommunications Equipment Manufacturing |  | $                  | 100.3 |              |  | $       | 84.4 |         |  | $ | 263.8 |  |  | $ | 226.0 | 

10



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##### Table of Contents



ALLEN TELECOM INC.

ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS


(Continued)


The strong U.S. dollar relative to the Euro negatively impacted
sales and pretax income of European operations in the third
quarter 2000 as compared to the third quarter 1999. As a result
of exchange differences, reported sales and pretax income in the
three months ended September 30, 2000 were $5.7 million and
$0.9 million lower, respectively, as compared with the
corresponding prior year period, assuming the exchange rates
stayed the same. For the nine months ended September 30,
2000, the reported sales and pretax income were
$17.2 million and $3.1 million lower, respectively.

Backlog for the Telecommunications Equipment Manufacturing
Segment at September 30, 2000 increased 12% from June 30,
2000 to $128.8 million from $114.6 million, and 54% from
$83.6 million at December 31, 1999 to
September 30, 2000.

Gross profit margins were 29% in the third quarter of 2000
(29.4% for the nine months ended September 30, 2000), as
compared with 29.2% in the third quarter of 1999 (29.5% for the
nine months ended September 30, 1999), prior to the
aforementioned special charges and gain.

Selling, general and administrative expenses were
$10.6 million, or 10.6% of sales, and $9.8 million, or
11.6% of sales (excluding special gains and charges), for the
third quarters of 2000 and 1999, respectively. These higher
costs were related primarily to higher incentive compensation
and sales commission expenses; however, the ratio of expenses to
sales decreased from the third quarter of 1999 to the third
quarter of 2000 due to the spreading of fixed costs on higher
sales. For the nine-month periods ended September 30, 2000
and 1999, the ratio of selling, general and administrative
expenses to sales were 11.9% and 12.8% (excluding special
charges and gain), respectively.

Wireless Engineering Services:

Wireless Engineering Services sales were up $1.4 million,
or 27%, from $5.1 million in third quarter 1999 to
$6.5 million in third quarter 2000. This increase was due
primarily to higher software and engineering consulting sales.
Sales were up approximately $2.4 million or 14% from
$17.0 million for the nine-month period ended
September 30, 1999 to $19.4 million for the nine-month
period ended September 30, 2000.

11



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##### Table of Contents



ALLEN TELECOM INC.

ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS


(Continued)


Gross profit margins for Wireless Engineering Services were
37.9% in the third quarter of 2000 (40.9% for the nine months
ended September 30, 2000), as compared with 23.1% in the
third quarter of 1999 (27.8% for the nine months ended
September 30, 1999). This margin increase is primarily
attributable to an increase in higher margin software sales, as
well as the benefits from restructuring actions taken during the
fourth quarter of 1999, which improved margins of the
engineering product lines. In addition, the increased
utilization of available engineers contributed to the higher
margins.

The selling, general and administrative expenses for Wireless
Engineering Services were 22.5% and 26.6% of sales for the third
quarters of 2000 and 1999, respectively. The ratio of expenses
to sales decreased from the third quarter of 1999 to the third
quarter of 2000 due to the spreading of fixed costs on higher
sales. For the nine-month period ended September 30, 2000
and 1999 the ratios of selling, general and administrative
expense to sales were 20.5% and 20.3%, respectively.

Research and Development:

Research and development and new product engineering costs were
flat at $6.9 million and 6.9% and 8.2% of sales in the third
quarter of 2000 and 1999, respectively. The decreased rate is
attributable to the fourth quarter 1999 sale of the
Companys SSI government development business, which
primarily had R&D expenditures. The Company expects R&D
spending to gradually increase due to development efforts on new
products and continued spending on E911 Geolocation products.

Interest and Financing Expenses:

Net interest and financing costs increased from
$6.1 million for the nine months ended September 30,
1999 to $6.5 million for the nine months ended
September 30, 2000, and from $2.1 million in the third
quarter 1999 to $2.4 million in the third quarter of 2000. The
principal reasons for the increase are a higher level of
outstanding borrowings, as well as higher average interest rates.

Provision for Income Taxes:

The Companys effective tax rate was approximately 41.0%
for the quarter and nine months ended September 30, 2000 as
compared with approximately 37.0% for the comparable 1999
periods. The principal reason for the increase is higher income
relating to the Companys foreign operations, which are
taxed at rates higher than the United States. The effective tax
rate percentage for the nine months ended September 30,
2000 is in line with the Companys current expectation for
the full year.

12



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##### Table of Contents



ALLEN TELECOM INC.

ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS


(Continued)


Minority Interests:

Minority interest expense decreased from $1.2 million to
$.1 million and from $.4 million to $.1 million
in the nine and three months ended September 30, 1999 and
2000, respectively. This decrease is due to the acquisition in
late 1999 of the remaining minority interest in one of the
Companys foreign subsidiaries.

Liquidity and Capital Resources:

As set forth in the Condensed Consolidated Statements of Cash
Flows, the Company used $2.3 million of cash by operating
activities for the nine months ended September 30, 2000 as
compared to using $12.5 million for the comparable 1999
period. The improvement in cash flow from operations is
principally due to increased income from operations. The Company
used $18.4 million of cash in investing activities in the
first nine months of 2000, due primarily to the payment of
purchase price for the minority interests of European
subsidiaries and capital expenditures, as compared to generating
$12.7 million in 1999. The cash flow from investing
activities in 1999 related to the sale of the Companys
discontinued emissions testing business and cash collected from
the sale of a common stock investment. Cash provided by
financing activities for the period ended September 30,
2000 was $20.7 million as compared with cash usage of
$5.6 million for the comparable 1999 period. Such change in
cash flows is primarily due to proceeds from borrowings. At
September 30, 2000, the Company had available unused
worldwide lines of credit in the amount of approximately
$65.0 million.

As indicated above, the strong U.S. dollar relative to the Euro
has negatively impacted the translated value of the
Companys European operations, whose assets and liabilities
are denominated principally in Euro currencies. As can be seen
in the Condensed Consolidated Statements of Stockholders
Equity, the Accumulated Other Comprehensive Loss
(representing the net impact on the translated net asset
investment of foreign subsidiaries) has increased from
$10.7 million at December 31, 1999 to
$22.8 million at September 30, 2000. This decline in
the translated value of the Companys net foreign asset
position, despite increased earnings, is the principal reason
for the small decline in Stockholders Equity at
September 30, 2000 as compared with December 31, 1999.

13



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##### Table of Contents



ALLEN TELECOM INC.

ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS


(Continued)





Legal Disclaimer:

Statements included in this Form 10-Q, which are not
historical in nature, are forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements
regarding the Companys future performance and financial
results are subject to certain risks and uncertainties that
could cause actual results to differ materially from those set
forth in the forward-looking statements. Factors that could
cause the Companys actual results to materially differ
from forward-looking statements made by the Company, include,
among others, the cost, success and timetable for new product
development, including specifically products for 3G, E911, and
power amplification, the health and economic stability of the
world and national markets, the availability of capital and
financing to the wireless carriers, the uncertain timing and
level of purchases of both current products and those under
development for current and prospective customers of the
Companys products and services, the impact of competitive
products and pricing in the Companys market, the future
utilization of the Companys tax loss carry forwards, the
impact of U.S. and foreign government legislative/regulatory
actions, including, for example, the scope and timing of E911
geolocation requirements and spectrum availability and licensing
for new wireless applications, and the cost and availability of
financing for customers of the Companys geolocation
projects. Allen Telecom Inc.s Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q contain
additional details concerning these factors.

14



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##### Table of Contents






ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

See Managements Discussion and Analysis of Financial
Condition and Results of Operations under Item 7A of
its Annual Report on Form 10-K for the year ended
December 31, 1999.




PART II  OTHER INFORMATION




ITEM 6  EXHIBITS AND REPORTS ON FORM 8-K

|    |  |                              
|--- |  | -----------------------------
|(a) |  | EXHIBITS                     
|    |  | (27) Financial Data Schedule.
|(b) |  | REPORTS ON FORM 8-K.         
|    |  | None                         

15



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

|      |  |                   |  |     |  |                                                                                              
|----- |  | ----------------- |  | --- |  | ---------------------------------------------------------------------------------------------
|      |  |                   |  |     |  | Allen Telecom Inc.                                                                           
|      |  |                   |  |     |  |                                                                                              
|      |  |                   |  |     |  | (Registrant)                                                                                 
|     
|     
|     
|     
|     
|Date: |  | November 13, 2000 |  | By: |  | /s/ Robert A. Youdelman                                                                      
|      |  |                   |  |     |  |                                                                                              
|      |  |                   |  |     |  | Robert A. Youdelman
        Executive Vice President
        (Chief Financial Officer)       
|     
|     
|     
|     
|     
|Date: |  | November 13, 2000 |  | By: |  | /s/ James L. LePorte, III                                                                    
|      |  |                   |  |     |  |                                                                                              
|      |  |                   |  |     |  | James L. LePorte, III
        Vice President  Finance
        (Principal Accounting Officer)

16



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##### Table of Contents






EXHIBIT INDEX

ALLEN TELECOM INC.


|               |  |                        
|-------------- |  | -----------------------
|Exhibit Number |  |                        
|               |  |                        
|(27)           |  | Financial Data Schedule

17