##### 





SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
 Form 10-K/A
   (Mark One)þ

ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934For the fiscal year ended December 31, 2007o

TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF
    1934For the transition period
    from          to   Commission file
    number: 0-21213
  LCC International,
    Inc.
 (Exact Name of Registrant as
    Specified in Its Charter)
  Delaware(State or Other Jurisdiction
    of
    Incorporation or Organization)

54-1807038(I.R.S. Employer
    Identification No.)7900 Westpark Drive
    McLean, VA(Address of Principal
    Executive Offices)

22102(Zip Code)    Registrants telephone number, including area code:
 (703) 873-2000
  Securities registered pursuant to Section 12(b) of the
    Act:
 Class A Common Stock, par value $.01 per share
  Securities registered pursuant to Section 12(g) of the
    Act:
 None
   o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE




---



##### 





EXPLANATORY
    NOTE
  Form 10-K Form 10-K Form 10-K. Form 10-K/A
  Rule 12b-15 Form 10-K/A
  Form 10-K
  PART III
  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Directors
    Name

Age

Position

Director SinceJulie A. Dobson


51


Chairperson of the Board of Directors


2003Dean J. Douglas


50


Director


2005Melvin L. Keating


61


Director


2007Richard J. Lombardi


66


Director


2005Susan Ness


59


Director


2001Dr. Rajendra Singh


53


Director


1983Mark A. Slaven


51


Director


2007   Julie A. Dobson start-up
  Dean J. Douglas
 2




---



##### 



Melvin L. Keating
  Richard J. Lombardi 1988-1993
  Susan Ness 2001-2002
  Dr. Rajendra Singh
 3




---



##### 



Mark A. Slaven
  Executive
    Officers
    Name

Age

PositionDean J. Douglas


51


President and Chief Executive OfficerLouis Salamone, Jr.


61


Executive Vice President, Chief Financial Officer and TreasurerPeter A. Deliso


47


Senior Vice President New Ventures, General Counsel and SecretaryKenneth M. Young


44


Senior Vice President, Chief Marketing Officer, and President of
    Americas   Dean J. Douglas
  Louis Salamone, Jr. business-to-business
 4




---



##### 



Peter A. Deliso
  Kenneth M. Young
  Corporate
    Governance and Related Matters
    Corporate Standards of Conduct. e-mailing
  Director Independence.
  Audit Committee Independence and Financial
    Expertise.
 5




---



##### 



Regulation S-K,
  Nominating and Corporate Governance
    Committee.
    Suite A-315,
  Compensation Committee. Compensation
    Discussion and Analysis
  Communicating with the Board of Directors.
 6




---



##### 



Suite A-315,
  Availability of the Policy and Committee
    Charters. http://www.lcc.com. Suite A-315,
  Section 16(a)
    Beneficial Ownership Reporting Compliance
    Item 11.
    Executive
    Compensation  COMPENSATION
    DISCUSSION AND ANALYSIS
    Compensation
    Philosophy and Objectives
    
    To provide a compensation package at a level at which we can
    successfully recruit talented executives;
    To reward executive officers in a manner that is directly
    associated with creating stockholder value;
    To compensate employees fairly and equitably in return for
    high-quality delivery of services to our clients;
    To reward employees for supporting profit growth, disciplined
    spending, identifying and seizing opportunities to save, and
    hard work; and
    To reward employees as stockholders and contributors as Company
    profitability increases and thereby retain valuable employees.    Setting
    Executive Compensation
   7




---



##### 



Market
    Analysis
      Internal
    Analysis
    Role of
    Executive Officers in Compensation Discussions
  year-to-year
  Elements
    of Compensation
      
    Base salary;
    Long-term equity awards;
    Annual incentive cash compensation; and
    Post-termination compensation. 8




---



##### 



Base
    Salary
      Long-Term
    Equity Participation
      Annual
    Incentive Cash Compensation
    Equity
    Grant Practices
       9




---



##### 



Post-Termination
    Compensation
    Certain Transactions
    with Carlo Baravalle
  Potential Payments upon
    Termination or Change of Control.
    Compensation
    Deductibility Policy
    COMPENSATION
    COMMITTEE REPORT
  Regulation S-K
         10




---



##### 



POTENTIAL
    PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
    Employment
    Agreement with Mr. Douglas and
    Mr. Salamone
  Severance
    Payments
    
    Death or Disability.  If the executives
    employment is terminated by reason of his death or disability,
    he will be entitled to receive any earned and unpaid salary,
    earned and unpaid benefits (such as accrued but unused
    vacation), and prior years bonuses earned but not yet paid;
    Non-Renewal.  If the executives
    employment is terminated due to his election not to renew the
    employment agreement or by our election not to renew the
    agreement at any time after his 66th birthday, the executive
    will be entitled to earned and unpaid salary, earned and unpaid
    benefits, prior years bonuses earned but not yet paid, and
    any earned bonus for his final year of employment;
    Cause, Without Good Reason.  If the
    executives employment is terminated by us for
    cause, or by the executive without good
    reason, the executive is entitled to receive any earned
    and unpaid salary and benefits, but not any bonuses.  
    as used in the employment agreements, cause means
    (i) the executives committing a felony or act of
    fraud or neglect; (ii) the continuing failure of the
    executive to perform his duties; (iii) any material
    violation of a published Company policy; (iv) any material
    violation of the non-competition, non-solicitation,
    non-disclosure and assignment of inventions covenants contained
    in the employment agreement; or (v) the executives
    material breach of his employment agreement.
    as used in the employment agreements, good reason
    means (i) a material reduction of the executives
    authority, duties and responsibilities; (ii) a reduction in
    the executives annual salary, except in connection with a
    reduction in compensation generally applicable to senior
    management, provided that for Mr. Salamone, such a
    reduction may not exceed 15% of his base salary as established
    on April 21, 2006; (iii) the Companys material
    and willful breach of the employment agreement; and (iv) in
    the case of Mr. Douglas, (A) a requirement that his
    work location be moved more than 50 miles from McLean,
    Virginia, or (B) the failure of the Company to obtain the
    assumption of Mr. Douglas employment agreement by its
    successor.  
    Without Cause, For Good Reason.  If the
    executives employment is terminated by us without cause,
    or by the executive for good reason, the executive is entitled
    to receive:  
    any earned and unpaid salary and benefits;
    prior years bonuses earned but not yet paid; and
    a severance payment equal to, in the case of Mr. Douglas,
    1.5 times, and in the case of Mr. Salamone, one time, the
    sum of his annual salary in effect on the day of termination and
    his target bonus for the calendar year in which the termination
    of his employment occurs or, if no target bonus for the year of
    termination has been set on or prior to the termination of his
    employment, the target bonus for the prior year.  
    Without Cause or For Good Reason in Change in Control
    Period.  If the executives employment is
    terminated by us without cause, in the case of Mr. Douglas
    within 3 months prior to or 18 months following a 11




---



##### 



change in control of the Company, and in the case of
    Mr. Salamone, within 365 days following a change in
    control of the Company, each executive will receive:  
    the severance benefits described above (in the event of a
    termination without cause or a termination for good reason),
    except that the severance payment for Mr. Douglas will
    equal 2 times the sum of his annual salary and target bonus and
    the severance payment for Mr. Salamone will equal 1.5 times
    his annual salary and target bonus;
    an amount equal to any excise taxes charged to them as a result
    of his receipt of change in control payments; and
    in the case of Mr. Douglas only, if he elects COBRA health
    care continuation coverage, for 12 months following
    termination of his employment he will be entitled to the
    difference between his share of pre-termination group health
    plan costs and the cost of COBRA coverage.    Acceleration
    of Certain Equity Grants
    Death or Disability:
  Without Cause, For Good Reason:
  Without Cause or For Good Reason in Change in Control
    Period:
  Change in Control within 18 months of Grant
    Date: 2 3
  Conditions
    to Receipt of Severance Payments
   12




---



##### 



Summary
    of Payments
    Bonus for








Acceleration ofFinal Year of








Equity Awards


Tax GrossEmployment


Severance


Benefits


(intrinsic value)


Up Payments


TotalDeath or Disability









$
43,269


$
599,998






$
643,267Non-Renewal of Agreement prior to
    66th
    Birthday









$
43,269










$
43,269Termination without Cause or for Good Reason





$
1,125,000


$
43,269


$
599,998






$
1,768,267Termination without Cause or For Good Reason during Change in
    Control Period





$
1,500,000


$
46,561






$
539,429


$
3,127,223       Bonus for








Acceleration ofFinal Year of








Equity Awards


Tax GrossEmployment


Severance


Benefits


(intrinsic value)


Up Payments


TotalDeath or Disability









$
34,327


$
180,000






$
214,327Non-Renewal of Agreement prior to 66th Birthday









$
34,327










$
34,327Termination without Cause or for Good Reason





$
612,500


$
34,327










$
646,827Termination without Cause or For Good Reason during Change in
    Control Period





$
918,750


$
34,327






$
524,690


$
1,477,767   LCC
    International, Inc. Change in Control Severance
    Plan
    Severance
    Payments
    
    accrued but unpaid compensation; 13




---



##### 




    a pro-rata bonus for the year of termination determined by
    multiplying his target bonus for the year of termination by a
    fraction, the numerator of which is the number of days through
    the termination date and the denominator of which is 365;
    payment of both the employer and employee portion of the COBRA
    premiums for continuation of group health coverage during the
    18-month
    period immediately following termination of employment; and
    a cash payment equal to 150% of the executives annualized
    base salary at the rate in effect during the last regularly
    scheduled payroll period immediately preceding either
    (i) the occurrence of the change in control, or
    (ii) the executives involuntary termination,
    whichever is greater.    
    an executives termination by us without cause;
    the executives resignation following a reduction in annual
    base pay or target bonus opportunity, a material reduction in
    benefits or a relocation of his place of employment which is
    more than 35 miles from his place of employment prior to
    the change in control, if any of such changes or reductions were
    made without the executives consent; or
    the executives resignation following a change in his
    position with the Company (or with a successor entity) that is
    effected without the executives written consent and
    materially reduces his level of responsibility or authority or
    that materially increases his level of responsibility or
    authority without an appropriate increase in compensation.    18-month gross-up
    Pro-Rata Bonus


COBRA Premiums


Severance


Tax Gross Up


TotalPeter A. Deliso





$
21,479


$
450,000


$
213,717


$
685,196   Awards
    Granted under the Equity Incentive Plan
      Acceleration of Options


Acceleration of RSUs


TotalPeter A. Deliso

$



$
195,001


$
195,001Kenneth M. Young

$



$



$
  14




---



##### 



SUMMARY
    COMPENSATION TABLE
    Non-EquityStock


Option


Incentive Plan


All OtherSalary


Bonus


Awards


Awards


Compensation


Compensation


TotalName and Principal Position

Year


($)


($)(1)


($)(2)


($)(3)


(4)


($)(5)


($)Dean J. Douglas


2007



375,000







226,217



378,459







7,517



987,193President and Chief


2006



375,000



381,250
(6)


193,426



216,065







31,986
(7)


1,197,727Executive OfficerLouis Salamone Jr.(8)


2007



350,000







102,075



234,425







43,603



730,103Executive Vice President,


2006



220,076



164,063



61,144



104,348







28,265
(9)


577,896Chief Financial Officer,and TreasurerCarlo Baravalle(10)


2007



671,642







85,593



189,764



330,676







1,277,675Former Executive Vice


2006



599,138







61,167



132,972



223,363







1,016,640President, Europe, Middle-East, Africa and Asia-PacificPeter A. Deliso


2007



300,000







85,593











7,277



392,870Senior Vice President New


2006



300,000



150,000



61,167



4,528







6,977



522,672Ventures, General Counseland SecretaryKenneth M. Young(11)


2007



260,000











92,168







1,925



354,093Senior Vice President,


2006



163,485



156,249
(12)






37,505







11,460



368,699Chief Marketing Officerand President of Americas     (1)
    
    Represents discretionary bonuses awarded to the named executive
    officers under the 2006 Executive Bonus Plan.(2)
    
    Represents the amount recognized for financial statement
    reporting purposes in accordance with SFAS No. 123(R)
    for awards of restricted stock units, or RSUs, under the
    Companys Equity Incentive Plan for the fiscal years ended
    December 31, 2006 and 2007. Assumptions used in the
    calculations of these amounts are included in Note 14,
    Equity Incentive Plans, in the Companys
    consolidated financial statements.(3)
    
    Represents the amount recognized for financial statement
    reporting purposes in accordance with SFAS No. 123(R)
    for awards of stock options under the Companys Equity
    Incentive Plan for the fiscal years ended December 31, 2006
    and 2007. Assumptions used in the calculations of these amounts
    are included in Note 14, Equity Incentive Plans, in
    the Companys consolidated financial statements.(4)
    
    Reflects an annual cash incentive award of $223,363 paid to
    Mr. Baravalle in 2006 for 2005 performance, and an annual
    cash incentive award of $374,462 earned by Mr. Baravalle
    under the 2006 Executive Bonus Plan. Of this amount $330,676 was
    paid in December 2007 and the remaining $43,786 was paid in
    February 2008.(5)
    
    This column includes (i) 401(k) matching contributions
    under the LCC International, Inc. 401(k) and Profit Sharing
    Plan for 2007 and 2006, respectively, as follows:
    Mr. Douglas  $6,600 and $1,219,
    Mr. Salamone  $6,600 and $875,
    Mr. Deliso  $6,600 and $6,300, and for
    Mr. Young $1,625 (2007); (ii) premiums on term life
    insurance for 2007 and 2006, respectively, as follows:
    Mr. Douglas  $690 and $450,
    Mr. Salamone  $1,980 and $1,238,
    Mr. Deliso  $450 and $450,
    Mr. Young  $300 and $188; (iii) long term
    disability premiums for 2007 and 2006, respectively, as follows:
    Mr. Douglas  $227 and $227,
    Mr. Deliso  $227 and $227 and
    Mr. Salamone  $227 (2007).(6)
    
    In addition to Mr. Douglas discretionary bonus,
    includes the $100,000 second and final installment of a $175,000
    signing bonus payable under Mr. Douglas
    October 4, 2005 employment agreement. 15




---



##### 



(7)
    
    In addition to the amounts set forth in note 5 above,
    amount includes $30,090 paid to Mr. Douglas for relocation
    expenses pursuant to the terms of his employment agreement.(8)
    
    Mr. Salamone was hired as the Companys Senior Vice
    President and Chief Financial Officer on April 21, 2006,
    commenced employment on May 15, 2006 and was promoted to
    Executive Vice President, Chief Financial Officer and Treasurer
    on January 1, 2007.(9)
    
    In addition to the amounts set forth in note 5 above,
    amount includes a monthly housing allowance of $2,300 paid to
    Mr. Salamone from May 15, 2006 through the end of
    December 2006 and during 2007 and travel reimbursements in the
    amount of $11,200 and $7,196, in 2006 and 2007, respectively.(10)
    
    Mr. Baravalle provides services to the Company as a
    consultant pursuant to a consulting agreement by and between LCC
    United Kingdom, Ltd. (LCC UK) and SEMAB Management
    Srl., a consulting company owned by Mr. Baravalle and other
    members of his family. The Company pays Mr. Baravalle a
    flat consulting fee. Mr. Baravalle does not participate in
    the Companys benefit plans other than the Equity Incentive
    Plan and the Executive Bonus Plan. Mr. Baravalles
    compensation is paid in Euros. The exchange rate used to
    determine the U.S. dollar equivalent of
    Mr. Baravalles compensation was 1.3139 U.S. dollars
    per Euro and 1.4729 U.S. dollars per euro in 2006 and 2007,
    respectively. Effective November 29, 2007,
    Mr. Baravalle ceased to serve as Executive Vice President,
    Europe, Middle-East, Africa and Asia-Pacific and assumed the
    role of Senior Advisor to the Chief Executive Officer.(11)
    
    Mr. Young was hired as the Companys Senior Vice
    President and Chief Marketing Officer on May 15, 2006 and,
    effective as of July 2007, serves as Senior Vice President,
    Chief Marketing Officer and President of the Americas.(12)
    
    In addition to Mr. Youngs discretionary bonus,
    includes a $75,000 signing bonus paid to Mr. Young upon his
    commencement of employment on May 15, 2006.  GRANTS OF
    PLAN-BASED AWARDS FOR 2007
    OUTSTANDING
    EQUITY AWARDS AT FISCAL YEAR-END
  Option Awards


Stock AwardsEquityEquity Incentive














Incentive PlanPlan Awards:














Awards:


Equity IncentiveNumber of


Number of


Number of














Number of


Plan Awards:Securities


Securities


Securities








Number of


Market Value


Unearned


Market or PayoutUnderlying


Underlying


Underlying








Shares or Units


of Shares or


Shares, Units


Value of UnearnedUnexercised


Unexercised


Unexercised


Option





of Stock That


Units of Stock


or Other Rights


Shares, Units orOptions


Options


Unearned


Exercise


Option


Have Not


That Have Not


That Have Not


Other Rights That(#)


(#)


Options


Price


Expiration


Vested


Vested


Vested


Have Not VestedName

Exercisable


Unexercisable


(#)


($)


Date


(#)


($)(1)


(#)


($)Dean J. Douglas






















166,667
(2)


300,001







250,000







750,000
(3)


2.49



10/04/2015















Louis Salamone, Jr.






















75,000
(4)


135,000







100,000







300,000
(5)


3.75



04/21/2016















Carlo Baravalle






















16,667
(6)


30,001



























50,000
(7)


67,500







100,000











5.64



04/24/2011















6,667











2.12



06/06/2012















16,667











2.38



02/05/2013















30,000











5.84



03/25/2014















100,000







300,000
(9)


3.26



01/03/2016















Peter A. Deliso






















16,667
(10)


30,001



























37,500
(11)


67,500







25,000











5.00



02/10/2009















11,250











5.84



03/25/2014















6,667











2.38



02/05/2013















2,834











2.12



06/06/2012















Kenneth M. Young


43,750







131,250
(13)


3.31



05/16/2016















  16




---



##### 



(1)
    
    Market value calculated by multiplying the closing market price
    of the Companys common stock on December 31, 2007, or
    $1.80, by the number of shares or units of stock.(2)
    
    Mr. Douglas unvested RSUs will vest on
    October 4, 2008.(3)
    
    Mr. Douglas options vest as to 25% of the total
    amount of options granted if and when the
    20-day
    average closing price per share of the common stock at any time
    equals or exceeds the following amounts (to be adjusted for
    stock splits and reverse stock splits): $4.00 (as to the first
    25%), $5.75 (as to the second 25%), $7.25 (as to the third 25%)
    and $9.00 (as to the final 25%). The
    20-day
    average closing price per share equaled or exceeded $4.00 on
    February 2, 2007.(4)
    
    Mr. Salamones unvested RSUs will vest in 50%
    increments on each of April 21, 2008 and 2009.(5)
    
    Mr. Salamones options vest as to 25% of the total
    amount of options granted if and when the
    20-day
    average closing price per share of the common stock at any time
    equals or exceeds the following amounts (to be adjusted for
    stock splits and reverse stock splits): $4.00 (as to the first
    25%), $5.75 (as to the second 25%), $7.25 (as to the third 25%)
    and $9.00 (as to the final 25%). The
    20-day
    average closing price per share equaled or exceeded $4.00 on
    February 2, 2007.(6)
    
    Mr. Baravalles unvested RSUs will vest on
    June 15, 2008.(7)
    
    One-half of Mr. Baravalles unvested RSUs will vest on
    each of April 10, 2008 and 2009.(9)
    
    Mr. Baravalles options vest as to 25% of the total
    amount of options granted if and when the
    20-day
    average closing price per share of the common stock at any time
    equals or exceeds the following amounts (to be adjusted for
    stock splits and reverse stock splits): $4.25 (as to the first
    25%), $6.00 (as to the second 25%), $7.50 (as to the third 25%)
    and $9.00 (as to the final 25%). The 20-day average closing
    price per share equaled or exceeded $4.25 on July 13, 2007.(11)
    
    One-half of Mr. Delisos unvested RSUs will vest on
    each of April 10, 2008 and 2009.(13)
    
    Mr. Youngs options vest as to 25% of the total amount
    of options granted if and when the
    20-day
    average closing price per share of the common stock at any time
    equals or exceeds the following amounts (to be adjusted for
    stock splits and reverse stock splits): $4.00 (as to the first
    25%), $5.75 (as to the second 25%), $7.25 (as to the third 25%)
    and $9.00 (as to the fourth 25%). The 20-day average closing
    price per share equaled or exceeded $4.25 on July 13, 2007.  OPTION
    EXERCISES AND STOCK VESTED
  Options Awards


Stock AwardsNumber of Shares





Number of SharesAcquired on


Value Realized


Acquired on


Value RealizedExercise


on Exercise


Vesting


on VestingName

(#)


($)(1)


(#)


($)(1)Dean J. Douglas










166,666



644,997Louis Salamone, Jr.














Carlo Baravalle














Peter A. Deliso










16,666



64,497Kenneth M. Young














     (1)
    
    Value realized calculated by multiplying the number of shares or
    units by the market price of the Companys common stock on
    the vesting date.  DIRECTOR
    COMPENSATION
    
    an annual board service fee of $30,000;
    meeting fees of $1,000 for each meeting of the board of
    directors attended;
    $1,000 for each committee meeting attended; 17




---



##### 




    an annual committee service fee of $2,000 for each committee on
    which a director serves, with an additional annual fee of $3,000
    for any committee which a director chairs; and
    an annual grant of options to purchase 10,000 shares of our
    class A common stock, which typically vest in one-third
    increments on each of the first three anniversaries of the grant
    date.    Fees Earned or


OptionPaid in Cash


Awards(1)(2)


TotalName

($)


($)


($)Julie Dobson


86,000



16,792



102,792Mark Ein(3)


47,693



7,685



55,378Susan Ness


73,000



8,113



81,113Dr. Raj Singh(4)






7,411



7,411Neera Singh(4)






8,113



8,113Melvin Keating


13,250



575



575Richard Lombardi


65,000



6,497



71,497Mark Slaven(5)






429



429Dean J. Douglas(6)










     (1)
    
    Includes fees earned in 2006 and paid in 2007 as well as all
    fees earned in 2007 and paid in 2007.(2)
    
    Represents the amount recognized for financial statement
    reporting purposes in accordance with SFAS No. 123(R),
    other than any estimates relating to forfeitures, for the fiscal
    year ended December 31, 2007. The full grant date fair
    value of each option grant made in 2007, computed in accordance
    with SFAS No. 123(R), was $1.54 for
    Mr. Keatings October 24, 2007 grant of 2,050
    options and $0.92 for the remainder of the director grants, all
    made December 26, 2007. Assumptions used in the
    calculations of these amounts are included in Note 13,
    Equity Incentive Plans,in the Companys
    consolidated financial statements. As of December 31, 2007,
    the number of outstanding options held by each director was as
    follows: Ms. Dobson  68,000 (of which 39,665
    were exercisable), Mr. Ein  80,000 (of which
    69,999 were exercisable), Mr. Lombardi  27,100
    (of which 8,066 were exercisable), Ms. Ness 
    69,400 (of which 49,399 were exercisable),
    Dr. Singh  70,000 (of which 49,999 were
    exercisable), Mr. Keating 12,050 (of which none were
    exercisable), Ms. Singh  70,000 (of which 49,999
    were exercisable), and Mr. Slaven  10,000 (of
    which none were exercisable).(3)
    
    As reported in our Current Report on
    Form 8-K
    filed on October 25, 2007, on October 19, 2007
    Mr. Ein resigned from our board of directors. As also
    reported in such Current Report, on October 24, 2007 Melvin
    L. Keating was appointed as a member of our board of directors.(3)
    
    All of Mr. Eins board fees were paid to his Company,
    Leland Investments, Inc.(4)
    
    We do not provide any of the fees earned or paid in cash
    described above to Dr. Singh or Ms. Singh because of
    their affiliation with Telecom Ventures. See Certain
    Relationships between Mark Ein and Dr. Rajendra Singh
    in Item 13 of this report. Ms. Singh chose not to
    stand for reelection at our 2007 annual meeting and is no longer
    a director.(5)
    
    Mr. Slaven joined our board of directors on December 26,
    2007 and did not receive any cash fees from LCC during 2007.(6)
    
    Mr. Douglas, our President and Chief Executive Officer
    serves on our board of directors but does not receive any
    compensation other than otherwise disclosed in the tables above
    for such service.  Directors
    Stock Option Plan
   18




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##### 



Compensation
    Committee Interlocks and Insider Participation
    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  BENEFICIAL
    OWNERSHIP OF SECURITIES
   19




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##### 



Percentage ofClass A


Class ACommon Shares


Common SharesName of Executive Officer, Director or 5% Beneficial
    Owner(1)

Owned


OwnedDimensional Fund Advisors LP(2)


1,704,335



6.48Riley Investment Management LLC(3)


4,035,025



15.34State of Wisconsin Investment Board(4)


1,416,624



5.39Zesiger Capital Group LLC(5)


2,429,650



9.24Carlo Baravalle(6)


395,737




*Peter A. Deliso(7)


148,979




*Julie A. Dobson(8)


47,665




*Dean J. Douglas(9)


549,889




*Melvin L. Keating







*Richard J. Lombardi(10)


11,399




*Susan Ness(11)


56,232




*Louis Salamone Jr.(12)


306,346




*Dr. Rajendra Singh(13)


4,559,741



17.34Neera Singh(13)


4,559,741



17.34Mark A. Slaven






Kenneth M. Young(14)


174,750




*All Executive Officers and Directors as a Group (10 persons)


5,855,001



21.84     *
    
    Less than 1% of the outstanding shares of common stock.(1)
    
    Unless otherwise noted and subject to applicable community
    property laws, to our knowledge, each person has sole voting and
    investment power over the shares shown as beneficially owned by
    such person, except to the extent authority is shared by spouses
    under applicable law. In addition, unless otherwise noted, the
    address of each of the beneficial owners identified is
    c/o LCC
    International, Inc., 7900 Westpark Drive, McLean, Virginia
    22102.(2)
    
    Information presented in the table is based upon information
    contained in a Schedule 13G/A, filed by the reporting
    person, on February 6, 2008. All securities reported by
    Dimensional Fund Advisors LP are owned by investment funds
    and accounts managed by Dimensional Fund Advisors. To the
    knowledge of Dimensional Fund Advisors, none of such
    investment funds or accounts owns more than 5% of the class. The
    address of Dimensional Fund Advisors LP is 1299 Ocean Ave.,
    Santa Monica, California 90401.(3)
    
    Information presented in the table is based upon information
    contained in a Schedule 13G/A filed on February 8,
    2008. Because Riley Investment Management LLC has sole
    investment and voting power over 1,021,126 shares of common
    stock and Series A Preferred Stock convertible into
    1,219,410 shares of Common Stock (assuming conversion
    limitation) held by Riley Investment Partners Master Fund, L.P.
    and 476,618 shares held in managed accounts by its
    investment advisory clients, Riley Investment Management LLC may
    be deemed to have beneficial ownership of these shares. Riley
    Investment Management LLC has shared voting and dispositive
    power over 1,317,871 shares of Common Stock held by its
    investment advisory clients in managed accounts, which are
    indirectly affiliated with Mr. Riley or Riley Investment
    Partners Master Fund, L.P. Although Mr. Riley controls
    Riley Investment Management LLCs voting and investment
    decisions for its investment advisory clients, Mr. Riley
    disclaims beneficial ownership of these shares. The 20




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##### 



address of each of the foregoing reporting persons is 11100
    Santa Monica Blvd., Suite 800, Los Angeles, California
    90025.  (4)
    
    Information presented in the table is based upon information
    contained in a Schedule 13G/A filed on February 8,
    2008. The address of the State of Wisconsin Investment Board is
    P.O. Box 7842, Madison, Wisconsin 53707.(5)
    
    Information presented in the table is based upon information
    contained in a Schedule 13G/A filed on February 11,
    2008. All securities reported by Zesiger Capital Group LLC are
    held in discretionary accounts which Zesiger Capital Group
    manages. Zesiger Capital Group disclaims beneficiary ownership
    of these shares. No single client account owns more than 5% of
    the class. The address of Zesiger Capital Group LLC is 320 Park
    Avenue, 30th Floor, New York, New York 10022.(6)
    
    Includes 253,334 shares of common stock which may be
    acquired within 60 days of March 31, 2008 pursuant to
    stock options granted under our Equity Incentive Plan. Effective
    November 29, 2007, Mr. Baravalle ceased to serve as
    Executive Vice President, Europe, Middle-East, Africa and
    Asia-Pacific and assumed the role of Senior Advisor to the Chief
    Executive Officer.(7)
    
    Includes 45,751 shares of common stock which may be
    acquired within 60 days of March 31, 2008 pursuant to
    stock options granted under our Equity Incentive Plan.(8)
    
    Includes 39,665 shares of common stock which may be
    acquired within 60 days of March 31, 2008 pursuant to
    stock options granted under our directors stock option plan.(9)
    
    Includes 125,000 shares of common stock which may be
    acquired within 60 days of March 31, 2008, pursuant to
    stock options granted under our Equity Incentive Plan and
    125,000 shares of common stock which may be acquired within
    60 days of March 31, 2008 pursuant to stock options
    granted under our Dean J. Douglas Employment Inducement Plan.(10)
    
    Consists entirely of shares of common stock which may be
    acquired within 60 days of March 31, 2008 pursuant to
    options granted under our directors stock option plan.(11)
    
    Includes 52,732 shares of common stock which may be
    acquired within 60 days of March 31, 2008 pursuant to
    options granted under our directors stock option plan.(12)
    
    Includes 100,000 shares of common stock which may be
    acquired within 60 days of March 31, 2008 pursuant to
    options granted under our Equity Incentive Plan.(13)
    
    Includes: (i) 106,664 shares of common stock which may
    be acquired within 60 days of March 31, 2008 pursuant
    to options granted to Dr. Singh and Ms. Singh under
    our Equity Incentive Plan; (ii) 40,000 shares of
    common stock held by Dr. Singh and Ms. Singh;
    (iii) 425,577 shares of common stock held by RF
    Investors; and (iv) 3,987,500 shares of common stock
    the Company held by The Raj and Neera Singh Charitable
    Foundation, Inc. The address of Dr. Singh and Neera Singh
    is 201 North Union Street, Suite 360, Alexandria, Virginia
    22314.(14)
    
    Includes 43,750 shares of common stock which may be
    acquired within 60 days of March 31, 2008 pursuant to
    stock options granted under our Equity Incentive Plan.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Provision
    of Services and Products to Telcom Ventures and Parties Related
    Thereto
   21




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##### 



Registration
    Rights Agreement
    Certain
    Relationships between Mark Ein, Dr. Rajendra Singh and
    Neera Singh
    Certain
    Transactions with Carlo Baravalle
  out-of-pocket
  12-month
   22




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##### 



out-of-pocket
  Policy
    on Related Party Transactions
    Item 14.
    Principal
    Accountant Fees and Services  Principal
    Accounting Fees and Services
    Fee Category

2007 Fees


2006 FeesAudit Fees

$
1,852,740


$
2,337,136Audit-Related Fees






27,260Tax Fees






All Other Fees






Total Fees

$
1,852,740


$
2,364,396   Audit Fees. Forms 10-Q,
  Audit-related fees. Form 10-Q
  Tax fees.
  All other fees.
 23




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##### 



Pre-Approval
    of Services Provided by Independent Auditors
   24




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##### 



SIGNATURES
    LCC INTERNATIONAL, INC.
  By:
    /s/  Dean
    J. Douglas   President and Chief Executive Officer
    (Duly Authorized Officer)
     Signatures

Title/s/  Dean
    J. DouglasDean
    J. Douglas

President and Chief Executive Officer
    (Principal Executive Officer)/s/  Louis
    Salamone, Jr.Louis
    Salamone, Jr.

Executive Vice President, Chief Financial Officer and Treasurer
    (Principal Financial Officer and Principal Accounting Officer)  25