##### Table of Contents






United States Securities and Exchange
Commission

Washington, DC 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 March 31, 2000                        
|     |  | or                                                                                                                                                                                   
|[  ] |  | Transition Report Pursuant to Section 13 or 15(d) of
         the Securities
        Exchange Act of 1934
        For the transition period from               to                   .

Commission File Number: 0-21213

LCC International, Inc.

(Exact name of registrant as specified in its
charter)




---

|                                         |  |                                     
|---------------------------------------- |  | ------------------------------------
|                                        
|                                        
|                                        
|                                        
|Delaware                                 |  | 54-1807038                          
|(State of Incorporation)                 |  | (IRS Employer Identification Number)
|                                        
|                                        
|                                        
|                                        
|                                        
|7925 Jones Branch Drive, McLean, VA      |  | 22102                               
|(Address of principal executive offices) |  | (Zip Code)                          

Registrants telephone number, including area code:
(703) 873-2000

Not Applicable




(Former name, former address and former fiscal
year, if changed, since last report.)

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 (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject
 to such filing requirements for the past 90 days.

Yes  X
          No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12,
13 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the distribution of securities under a plan confirmed by a court.

Yes  
          No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest
practicable date.

As of May 8, 2000, the registrant had outstanding 11,938,580
 shares of Class A Common Stock, par value $0.01 per share
(the Class A Common Stock) and 8,449,984 shares
of Class B Common Stock, par value $0.01 per share (the
Class B Common Stock).



---






---

TABLE OF CONTENTS



|                                                                                              |                                                             |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- | ----------------------------------------------------------- |  |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                                                                
|                                                                                              | Item 1. Financial Statements                               
|Item2.   Managements Discussion and Analysis ofFinancial Condition and Results of Operations
|PART II OTHER INFORMATION                                                                    
|                                                                                              | Item 1: Legal Proceedings                                  
|                                                                                              | Item 2: Changes in Securities                              
|                                                                                              | Item 3: Defaults Upon Senior Securities                    
|                                                                                              | Item 4: Submission of Matters to a Vote of Security Holders
|                                                                                              | Item 5: Other Information                                  
|                                                                                              | Item 6: Exhibits and Reports on Form 8-K                   
|                                                                                              | Signature                                                  



---



LCC International, Inc. and Subsidiaries

Quarterly Report on Form 10-Q

For the quarter ended March 31, 2000


INDEX

|         |  |                                                                                                     |  |        |    | 
|-------- |  | --------------------------------------------------------------------------------------------------- |  | ------ | -- | 
|         |  |                                                                                                     |  | Page  
|         |  |                                                                                                     |  | Number
|         |  |                                                                                                     |  |       
|PART I:  |  | FINANCIAL INFORMATION                                                                               |  |        |    | 
|        
|        
|        
|        
|ITEM 1:  |  | FINANCIAL STATEMENTS                                                                                |  |        |    | 
|        
|        
|        
|        
|         |  | Condensed consolidated statements of operations for the three
	months ended March 31, 1999 and 2000 |  |        | 3  | 
|        
|        
|        
|        
|         |  | Condensed consolidated balance sheets as of December 31,
	1999 and March 31, 2000                   |  |        | 4  | 
|        
|        
|        
|        
|         |  | Condensed consolidated statements of cash flows for the three
	months ended March 31, 1999 and 2000 |  |        | 5  | 
|        
|        
|        
|        
|         |  | Notes to condensed consolidated financial statements                                                |  |        | 6  | 
|        
|        
|        
|        
|PART II: |  | OTHER INFORMATION                                                                                   |  |        |    | 
|        
|        
|        
|        
|ITEM 1:  |  | Legal Proceedings                                                                                   |  |        | 13 | 
|        
|        
|        
|        
|ITEM 2:  |  | Changes in Securities                                                                               |  |        | 13 | 
|        
|        
|        
|        
|ITEM 3:  |  | Defaults Upon Senior Securities                                                                     |  |        | 13 | 
|        
|        
|        
|        
|ITEM 4:  |  | Submission of Matters to a Vote of Security Holders                                                 |  |        | 13 | 
|        
|        
|        
|        
|ITEM 5:  |  | Other Information                                                                                   |  |        | 13 | 
|        
|        
|        
|        
|ITEM 6:  |  | Exhibits and Reports on Form 8K                                                                     |  |        | 13 | 

2



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##### Table of Contents






PART I.  FINANCIAL INFORMATION






Item 1.  Financial Statements


LCC International, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)


(Unaudited)


|                                                  |                                              |                    |        |        |   |   |         |         |  
|------------------------------------------------- | -------------------------------------------- | ------------------ | ------ | ------ | - | - | ------- | ------- | -
|                                                  |                                              |                   
|                                                  |                                              | Three Months Ended
|                                                  |                                              | March 31,         
|                                                  |                                              |                   
|                                                  |                                              | 1999               |        | 2000  
|                                                  |                                              |                    |        |       
|REVENUES:                                         |                                              |                    |        |        |   |   |         |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Service                                      |                    | $      | 17,445 |   |   | $       | 29,297  |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Tower ownership and management               |                    |        | 228    |   |   |         | 849     |  
|                                                  |                                              |                    |        |        |   |   |         |        
|                                                  |                                              |                    | 17,673 |        |   |   | 30,146  |        
|                                                  |                                              |                    |        |        |   |   |         |        
|COST OF REVENUES:                                 |                                              |                    |        |        |   |   |         |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Service                                      |                    |        | 11,705 |   |   |         | 21,721  |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Tower ownership and management               |                    |        | 225    |   |   |         | 262     |  
|                                                  |                                              |                    |        |        |   |   |         |        
|                                                  |                                              |                    | 11,930 |        |   |   | 21,983  |        
|                                                  |                                              |                    |        |        |   |   |         |        
|GROSS PROFIT                                      |                                              |                    | 5,743  |        |   |   | 8,163   |        
|                                                  |                                              |                    |        |        |   |   |         |        
|OPERATING (INCOME) EXPENSE:                       |                                              |                    |        |        |   |   |         |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Sales and marketing                          |                    |        | 1,552  |   |   |         | 1,873   |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | General and administrative                   |                    |        | 3,704  |   |   |         | 4,046   |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Tower portfolio sale and administration, net |                    |        |       |   |   |         | (21,218 | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Non-cash compensation                        |                    |        | 106    |   |   |         |        |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Depreciation and amortization                |                    |        | 719    |   |   |         | 952     |  
|                                                  |                                              |                    |        |        |   |   |         |        
|                                                  |                                              |                    | 6,081  |        |   |   | (14,347 | )      
|                                                  |                                              |                    |        |        |   |   |         |        
|OPERATING INCOME (LOSS)                           |                                              |                    | (338   | )      |   |   | 22,510  |        
|                                                  |                                              |                    |        |        |   |   |         |        
|OTHER INCOME (EXPENSE):                           |                                              |                    |        |        |   |   |         |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Interest income                              |                    |        | 220    |   |   |         | 230     |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Interest expense                             |                    |        | (701   | ) |   |         | (228    | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Other                                        |                    |        | (1,399 | ) |   |         | (394    | )
|                                                  |                                              |                    |        |        |   |   |         |        
|                                                  |                                              |                    | (1,880 | )      |   |   | (392    | )      
|                                                  |                                              |                    |        |        |   |   |         |        
|INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES |                                              |                    | (2,218 | )      |   |   | 22,118  |        
|                                                 
|                                                 
|                                                 
|                                                 
|PROVISION (BENEFIT) FOR INCOME TAXES              |                                              |                    | (326   | )      |   |   | 9,290   |        
|                                                  |                                              |                    |        |        |   |   |         |        
|NET INCOME (LOSS)                                 |                                              | $                  | (1,892 | )      |   | $ | 12,828  |        
|                                                  |                                              |                    |        |        |   |   |         |        
|NET INCOME (LOSS) PER SHARE:                      |                                              |                    |        |        |   |   |         |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Basic                                        |                    | $      | (0.12  | ) |   | $       | 0.64    |  
|                                                  |                                              |                    |        |        |   |   |         |        
|                                                  | Diluted                                      |                    | $      | (0.12  | ) |   | $       | 0.57    |  
|                                                  |                                              |                    |        |        |   |   |         |        
|WEIGHTED AVERAGE SHARES USED IN CALCULATION       |                                              |                    |        |        |   |   |         |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | OF NET INCOME (LOSS) PER SHARE:              |                    |        |        |   |   |         |         |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Basic                                        |                    |        | 15,640 |   |   |         | 20,160  |  
|                                                  |                                              |                    |        |        |   |   |         |        
|                                                  | Diluted                                      |                    |        | 15,640 |   |   |         | 22,604  |  
|                                                  |                                              |                    |        |        |   |   |         |        

See accompanying notes to condensed consolidated financial
statements.

3



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##### Table of Contents



LCC International, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except per share data)


|                                                                                  |                                                                                                                                    |                                         |         |             |        |   |         |        |        | 
|--------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------- | ------- | ----------- | ------ | - | ------- | ------ | ------ | 
|                                                                                  |                                                                                                                                    | December 31,                            |         | March 31,  
|                                                                                  |                                                                                                                                    | 1999                                    |         | 2000       
|                                                                                  |                                                                                                                                    |                                         |         |            
|                                                                                  |                                                                                                                                    |                                         |         | (Unaudited)
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|ASSETS:                                                                           |                                                                                                                                    |                                         |         |             |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Current assets:                                                                   |                                                                                                                                    |                                         |         |             |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Cash and cash equivalents                                                                                                          |                                         | $       | 1,951       |        |   | $       | 19,366 |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Short-term investments                                                                                                             |                                         |         | 86          |        |   |         | 13,643 |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Receivables, net of allowance for doubtful accounts of $7,860 and
	 $7,124 at December 31, 1999 and March 31, 2000,
	respectively: |                                         |         |             |        |   |         |        |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                                                                                                    | Trade accounts receivable               |         |             | 15,052 |   |         |        | 14,524 | 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                                                                                                    | Due from related parties and affiliates |         |             | 836    |   |         |        | 1,368  | 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                                                                                                    | Unbilled receivables                    |         |             | 5,187  |   |         |        | 16,352 | 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Deferred income taxes, net                                                                                                         |                                         |         | 5,083       |        |   |         | 3,048  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Prepaid expenses and other current assets                                                                                          |                                         |         | 3,202       |        |   |         | 3,191  |       
|                                                                                  |                                                                                                                                    |                                         |         |             |        |   |         |       
|                                                                                  |                                                                                                                                    | Total current assets                    |         |             | 31,397 |   |         |        | 71,492 | 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Property and equipment, net                                                       |                                                                                                                                    |                                         | 37,762  |             |        |   | 13,500  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Deferred income taxes, net                                                        |                                                                                                                                    |                                         | 11,562  |             |        |   | 7,914   |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Other assets                                                                      |                                                                                                                                    |                                         | 2,147   |             |        |   | 1,463   |       
|                                                                                  |                                                                                                                                    |                                         |         |             |        |   |         |       
|                                                                                  |                                                                                                                                    | $                                       | 82,868  |             |        | $ | 94,369  |       
|                                                                                  |                                                                                                                                    |                                         |         |             |        |   |         |       
|LIABILITIES AND SHAREHOLDERS EQUITY:                                             |                                                                                                                                    |                                         |         |             |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Current liabilities:                                                              |                                                                                                                                    |                                         |         |             |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Line of credit                                                                                                                     |                                         | $       | 4,535       |        |   | $       |       |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Accounts payable                                                                                                                   |                                         |         | 4,565       |        |   |         | 4,393  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Accrued expenses                                                                                                                   |                                         |         | 7,567       |        |   |         | 8,263  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Accrued employee compensation and benefits                                                                                         |                                         |         | 13,516      |        |   |         | 8,718  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Deferred revenue                                                                                                                   |                                         |         | 780         |        |   |         | 472    |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Income taxes payable                                                                                                               |                                         |         | 5,844       |        |   |         | 5,711  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Other current liabilities                                                                                                          |                                         |         | 2,629       |        |   |         | 1,643  |       
|                                                                                  |                                                                                                                                    |                                         |         |             |        |   |         |       
|                                                                                  |                                                                                                                                    | Total current liabilities               |         |             | 39,436 |   |         |        | 29,200 | 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Other liabilities                                                                 |                                                                                                                                    |                                         | 1,006   |             |        |   | 5,429   |       
|                                                                                  |                                                                                                                                    |                                         |         |             |        |   |         |       
|                                                                                  |                                                                                                                                    | Total liabilities                       |         |             | 40,442 |   |         |        | 34,629 | 
|                                                                                  |                                                                                                                                    |                                         |         |             |        |   |         |       
|Preferred stock:                                                                  |                                                                                                                                    |                                         |         |             |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | 10,000 shares authorized; 0 shares issued and outstanding                                                                          |                                         |         |            |        |   |         |       |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Class A common stock, $0.01 par value:                                            |                                                                                                                                    |                                         |         |             |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | 70,000 shares authorized; 11,630 and 11,913 shares issued and
	outstanding at December 31, 1999 and March 31, 2000,
	respectively  |                                         |         | 116         |        |   |         | 119    |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Class B common stock, $0.01 par value:                                            |                                                                                                                                    |                                         |         |             |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | 20,000 shares authorized; 8,461 and 8,450 shares issued and
	outstanding at December 31, 1999 and March 31, 2000,
	respectively    |                                         |         | 85          |        |   |         | 85     |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Paid-in capital                                                                   |                                                                                                                                    |                                         | 85,846  |             |        |   | 90,205  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Accumulated deficit                                                               |                                                                                                                                    |                                         | (38,999 | )           |        |   | (26,171 | )     
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Notes receivable from shareholders                                                |                                                                                                                                    |                                         | (3,025  | )           |        |   | (3,025  | )     
|                                                                                  |                                                                                                                                    |                                         |         |             |        |   |         |       
|                                                                                  | Subtotal                                                                                                                           |                                         |         | 44,023      |        |   |         | 61,213 |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Accumulated other comprehensive loss  foreign currency
	 translation adjustments |                                                                                                                                    |                                         | (1,597  | )           |        |   | (1,473  | )     
|                                                                                  |                                                                                                                                    |                                         |         |             |        |   |         |       
|                                                                                  |                                                                                                                                    | Total shareholders equity              |         |             | 42,426 |   |         |        | 59,740 | 
|                                                                                  |                                                                                                                                    |                                         |         |             |        |   |         |       
|                                                                                  |                                                                                                                                    | $                                       | 82,868  |             |        | $ | 94,369  |       
|                                                                                  |                                                                                                                                    |                                         |         |             |        |   |         |       

See accompanying notes to condensed consolidated financial
statements.

4



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##### Table of Contents



LCC International, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)


(Unaudited)


|                                                                     |                                                                                                                             |                                              |                                          |        |     |        |         |         |         |         |  
|-------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------- | ---------------------------------------- | ------ | --- | ------ | ------- | ------- | ------- | ------- | -
|                                                                     |                                                                                                                             |                                             
|                                                                     |                                                                                                                             | Three Months Ended                          
|                                                                     |                                                                                                                             | March 31,                                   
|                                                                     |                                                                                                                             |                                             
|                                                                     |                                                                                                                             | 1999                                         |                                          | 2000  
|                                                                     |                                                                                                                             |                                              |                                          |       
|Cash flows from operating activities:                                |                                                                                                                             |                                              |                                          |        |     |        |         |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Net income (loss)                                                                                                           |                                              | $                                        | (1,892 | )   |        | $       | 12,828  |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Adjustments to reconcile income (loss) from continuing operations
	 to net cash provided by (used in) operating activities: |                                              |                                          |        |     |        |         |         |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     |                                                                                                                             | Depreciation and amortization                |                                          |        | 719 |        |         |         | 952     |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     |                                                                                                                             | Non-cash compensation                        |                                          |        | 106 |        |         |         |        |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     |                                                                                                                             | Deferred income taxes                        |                                          |        |    |        |         |         | 8,753   |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     |                                                                                                                             | Gain on sale of tower portfolio, net         |                                          |        |    |        |         |         | (21,218 | )      
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     |                                                                                                                             | Changes in operating assets and liabilities: |                                          |        |     |        |         |         |         |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     |                                                                                                                             |                                              | Trade, unbilled, and other receivables   |        |     | (64    | )       |         |         | (11,745 | )
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     |                                                                                                                             |                                              | Accounts payable and accrued expenses    |        |     | 1,423  |         |         |         | (4,737  | )
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     |                                                                                                                             |                                              | Other current assets and liabilities     |        |     | 3,434  |         |         |         | 240     |  
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     |                                                                                                                             |                                              | Other non-current assets and liabilities |        |     | (2,724 | )       |         |         | (9      | )
|                                                                     |                                                                                                                             |                                              |                                          |        |     |        |         |        
|Net cash provided by (used in) operating activities                  |                                                                                                                             |                                              | 1,002                                    |        |     |        | (14,936 | )      
|                                                                     |                                                                                                                             |                                              |                                          |        |     |        |         |        
|Cash flows from investing activities:                                |                                                                                                                             |                                              |                                          |        |     |        |         |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Increase in short term investments, net                                                                                     |                                              |                                          |       |     |        |         | (13,557 | )      
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Purchases of property and equipment                                                                                         |                                              |                                          | (7,833 | )   |        |         | (1,326  | )      
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Proceeds from tower portfolio sale, net of expenses                                                                         |                                              |                                          |       |     |        |         | 57,655  |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Redemption of minority shareholders                                                                                         |                                              |                                          |       |     |        |         | (7,174  | )      
|                                                                     |                                                                                                                             |                                              |                                          |        |     |        |         |        
|Net cash provided by (used in) investing activities                  |                                                                                                                             |                                              | (7,833                                   | )      |     |        | 35,598  |        
|                                                                     |                                                                                                                             |                                              |                                          |        |     |        |         |        
|Cash flows from financing activities:                                |                                                                                                                             |                                              |                                          |        |     |        |         |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Proceeds from issuance of common stock, net                                                                                 |                                              |                                          | 61     |     |        |         |        |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Proceeds from exercise of options                                                                                           |                                              |                                          |       |     |        |         | 1,288   |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Proceeds from line of credit                                                                                                |                                              |                                          | 9,211  |     |        |         | 9,700   |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Payments on line of credit                                                                                                  |                                              |                                          |       |     |        |         | (14,235 | )      
|                                                                     |                                                                                                                             |                                              |                                          |        |     |        |         |        
|Net cash provided by (used in) financing activities                  |                                                                                                                             |                                              | 9,272                                    |        |     |        | (3,247  | )      
|                                                                     |                                                                                                                             |                                              |                                          |        |     |        |         |        
|Net increase in cash and cash equivalents  continuing
	operations   |                                                                                                                             |                                              | 2,441                                    |        |     |        | 17,415  |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Net decrease in cash and cash equivalents 
	discontinued operations |                                                                                                                             |                                              | (2,036                                   | )      |     |        |        |        
|                                                                     |                                                                                                                             |                                              |                                          |        |     |        |         |        
|Net increase in cash and cash equivalents                            |                                                                                                                             |                                              | 405                                      |        |     |        | 17,415  |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Cash and cash equivalents at beginning of period                     |                                                                                                                             |                                              | 4,240                                    |        |     |        | 1,951   |        
|                                                                     |                                                                                                                             |                                              |                                          |        |     |        |         |        
|Cash and cash equivalents at end of period                           |                                                                                                                             | $                                            | 4,645                                    |        |     | $      | 19,366  |        
|                                                                     |                                                                                                                             |                                              |                                          |        |     |        |         |        
|Supplemental disclosures of cash flow information:                   |                                                                                                                             |                                              |                                          |        |     |        |         |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Cash paid during the quarter for:                                                                                           |                                              |                                          |        |     |        |         |         |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     |                                                                                                                             | Interest                                     |                                          | $      | 24  |        |         | $       | 196     |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     |                                                                                                                             | Income taxes                                 |                                          |        | 202 |        |         |         | 413     |        

See accompanying notes to condensed consolidated financial
statements.

5



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##### Table of Contents



LCC International, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)


Note 1:  Description of Operations

LCC International, Inc. and subsidiaries (also referred to
herein as the Company) is a leading provider of end
to end services relating to the design, engineering, deployment
and operation of wireless communications systems.

The Company operates in a highly competitive environment subject
to rapid technological change and emergence of new technologies.
Future revenues are dependent upon the re-engineering of existing
 wireless communications systems, introduction of existing
wireless technologies into new markets, the entrance of new
wireless providers into existing markets, the introduction of new
 technologies and the retention of existing management and
professional staff. Although the Company believes that its
services are transferable to emerging technologies, rapid changes
 in technology could have an adverse financial impact on the
Company.

Note 2:  Basis of Presentation

The condensed consolidated financial statements of LCC
International, Inc. and subsidiaries included herein have
been prepared by the Company without audit, pursuant to the rules
 and regulations of the Securities and Exchange Commission and
reflect all adjustments which are, in the opinion of management,
necessary for a fair presentation of the results for the interim
period.

Certain information and footnote disclosure normally included in
the financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
The interim financial statements should be read in conjunction
with the consolidated financial statements and notes thereto
included in the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 1999. Operating
results for the interim periods are not necessarily indicative of
 results for an entire year.

Certain reclassifications of prior year amounts have been made to
 conform with the current year presentation.

Note 3:  Other Comprehensive Income (Loss)

During the first quarter of 1998, the Company adopted Statement
of Financial Accounting Standards No. 130 (SFAS
No. 130), Reporting Comprehensive Income, which
 established standards for reporting and displaying comprehensive
 income and its components in the financial statements.
Comprehensive income is defined as net income plus the change in
equity of a business enterprise during a period from transactions
 and other events and circumstances from non-owner sources. Other
 comprehensive income refers to revenues, expenses, gains and
losses that under generally accepted accounting principles are
included in comprehensive income, but excluded from net income.
Other comprehensive income consists solely of foreign currency
translation adjustments at March 31, 1999 and 2000.
Comprehensive income (loss), for the three months ended
March 31 is as follows (in thousands).

|                                                                         |  |      |        |      |  |   |        |  
|------------------------------------------------------------------------ |  | ---- | ------ | ---- |  | - | ------ | -
|                                                                         |  | 1999 |        | 2000
|                                                                         |  |      |        |     
|Net income (loss)                                                        |  | $    | (1,892 | )    |  | $ | 12,828 |  
|                                                                         |  |      |        |      |  |   |        |  
|Other comprehensive income (loss), before tax                            |  |      | (12    | )    |  |   | (199   | )
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Income tax provision (benefit) related to items of
	comprehensive income |  |      | (16    | )    |  |   | (75    | )
|                                                                         |  |      |        |      |  |   |        |  
|Other comprehensive income (loss), net of tax                            |  |      | 4      |      |  |   | (124   | )
|                                                                         |  |      |        |      |  |   |        |  
|Comprehensive income (loss)                                              |  | $    | (1,888 | )    |  | $ | 12,704 |  
|                                                                         |  |      |        |      |  |   |        |  

6



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##### Table of Contents



Note 4:  Investment in Unconsolidated Affiliate

In September 1999, the Company, through its wholly-owned
subsidiary, LCC, United Kingdom, Limited, acquired 19.9% of
Tecnosistemi S.p.A. (formerly, Italtel Sistemi, S.p.A.) for
$1.1 million. Tecnosistemi is an Italian telecommunications
services company, and is a recently spun off division of the
Italtel Group whose major shareholders were Siemens and Telecom
Italia. The Company uses the equity method to account for its
investment in Tecnosistemi. Tecnosistemi incurred cumulative
losses since the date of acquisition through March 31, 2000
of $1.0 million. The Company recorded a loss in other income
 (expense) of $0.274 million related to the net of its
pro-rata share of the loss and the profits on intercompany
transactions since the date of acquisition.

Note 5:  Tower Portfolio Sale and
Administration

During March 2000, Microcell Management, Inc.
(Microcell), a subsidiary of the Company, completed
the initial closing of the sale of its telecommunication tower
portfolio to Pinnacle Towers Inc. (Pinnacle) pursuant
 to an Asset Purchase Agreement between Pinnacle and Microcell.
Pursuant to the Asset Purchase Agreement, Microcell agreed to
sell up to 197 tower sites owned or to be constructed by
Microcell for a total purchase price of $80 million in cash
payable as the sites are conveyed to Pinnacle. During March,
139 tower sites were conveyed to Pinnacle for net proceeds
of $57.7 million after transaction expenses. Subsequent to
March 31, 2000 the Company conveyed 27 towers for net
proceeds of $10.3 million. The remaining towers are expected
 to convey periodically through year-end. As a part of the sale
transaction, Microcell and Pinnacle entered into a Master Antenna
 Site Lease pursuant to which Microcell has agreed to lease,
until December 31, 2002, the unoccupied space on each
telecommunication tower sold to Pinnacle. The Company has
deferred $4.9 million of the gain from the tower sale in
March which relates to the maximum lease obligations under the
Master Antenna Site Lease. These amounts are included in other
long-term liabilities. Microcell and Pinnacle have also entered
into a Tower Services Agreement pursuant to which Microcell will
provide Pinnacle with audit, maintenance, and program management
services regarding site improvements and capacity upgrades for an
 initial 204 sites and additional sites that may be added by
 mutual agreement. The Services Agreement provides for minimum
annual payments to Microcell of $10 million for project
management and audit services; it also provides for approximately
 $1.0 million per year for maintenance services based on the
 current number of sites as to which Microcell has been engaged.
In each case, the pricing and scope of services are subject to
annual review and re-negotiation.

On February 15, 2000 Microcell and the Company entered into
a Settlement and Release Agreement (Settlement
Agreement) with the minority shareholders of Microcell.
Pursuant to the Settlement Agreement, concurrent with the
Pinnacle tower sale, the aggregate 16.25% minority shareholder
interests were redeemed and other costs paid and/or reimbursed
for $7.2 million. The payment was capitalized as part of the
 Microcell assets and will be expensed as sites are conveyed to
Pinnacle. As part of the settlement, all pending claims of the
minority shareholders were settled and dismissed with prejudice
(see note 6).

Note 6:  Contingencies

The Company is party to various non-material legal proceeding and
 claims incidental to its business.

Albert Grimes et al. V LCC International, Inc. et al.,
Civil Action No. 16957-NC, in the Court of Chancery of the State
of Delaware, Castle County. On February 12, 1999, the
minority shareholders of the Companys majority-owned
Microcell subsidiary filed a suit against the Company, the
directors appointed by the Company to the Microcell Board and
Microcell itself, seeking rescission of the shareholders
agreement between the Company and the minority shareholders, the
appointment of a custodian or receiver, and unspecified monetary
damages. In connection with the sale of the Company towers to
Pinnacle Towers, Inc., the parties settled all pending
litigation, and all claims were dismissed with prejudice on
March 7, 2000.

Note 7:  Segment Information

The Companys operating segments include Services
(Engineering and Design Services and Program Management Services)
 and Tower ownership and management. Engineering and Design
Services provides

7



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##### Table of Contents





Segment detail is summarized as follows (in thousands):

|                                   |                                     |               |        |            |        |         |        |     |     |   |        |        |        | 
|---------------------------------- | ----------------------------------- | ------------- | ------ | ---------- | ------ | ------- | ------ | --- | --- | - | ------ | ------ | ------ | 
|                                   |                                     |               |        | Tower      |        |        
|                                   |                                     |               |        | Ownership  |        |        
|                                   |                                     |               |        | and        |        | Segment
|                                   |                                     | Services      |        | Management |        | Total  
|                                   |                                     |               |        |            |        |        
|Three Months Ended
	March 31, 1999 |                                     |               |        |            |        |         |        |     |     |   |        |       
|                                  
|                                  
|                                  
|                                  
|Revenues:                          |                                     |               |        |            |        |         |        |     |     |   |        |       
|                                  
|                                  
|                                  
|                                  
|                                   | Net revenue from external customers |               | $      | 17,445     |        |         | $      | 228 |     |   | $      | 17,673 |       
|                                  
|                                  
|                                  
|                                  
|                                   | Inter-segment revenue               |               |        | 86         |        |         |        |    |     |   |        | 86     |       
|                                   |                                     |               |        |            |        |         |        |     |     |   |        |       
|                                   |                                     | Total revenue |        | $          | 17,351 |         |        | $   | 228 |   |        | $      | 17,759 | 
|                                   |                                     |               |        |            |        |         |        |     |     |   |        |       
|Net income (loss)                  |                                     | $             | 2,859  |            |        | $       | (1,057 | )   |     | $ | 1,802  |       
|                                   |                                     |               |        |            |        |         |        |     |     |   |        |       
|Total assets                       |                                     | $             | 58,129 |            |        | $       | 25,350 |     |     | $ | 83,479 |       
|                                   |                                     |               |        |            |        |         |        |     |     |   |        |       

|                                   |                                     |               |        |            |        |         |        |     |     |   |        |        |        | 
|---------------------------------- | ----------------------------------- | ------------- | ------ | ---------- | ------ | ------- | ------ | --- | --- | - | ------ | ------ | ------ | 
|                                   |                                     |               |        | Tower      |        |        
|                                   |                                     |               |        | Ownership  |        |        
|                                   |                                     |               |        | and        |        | Segment
|                                   |                                     | Services      |        | Management |        | Total  
|                                   |                                     |               |        |            |        |        
|Three Months Ended
	March 31, 2000 |                                     |               |        |            |        |         |        |     |     |   |        |       
|                                  
|                                  
|                                  
|                                  
|Revenues:                          |                                     |               |        |            |        |         |        |     |     |   |        |       
|                                  
|                                  
|                                  
|                                  
|                                   | Net revenue from external customers |               | $      | 29,297     |        |         | $      | 849 |     |   | $      | 30,146 |       
|                                  
|                                  
|                                  
|                                  
|                                   | Inter-segment revenue               |               |        |           |        |         |        |    |     |   |        |       |       
|                                   |                                     |               |        |            |        |         |        |     |     |   |        |       
|                                   |                                     | Total revenue |        | $          | 29,297 |         |        | $   | 849 |   |        | $      | 30,146 | 
|                                   |                                     |               |        |            |        |         |        |     |     |   |        |       
|Net income (loss)                  |                                     | $             | 2,571  |            |        | $       | 20,923 |     |     | $ | 23,494 |       
|                                   |                                     |               |        |            |        |         |        |     |     |   |        |       
|Total assets                       |                                     | $             | 86,178 |            |        | $       | 8,191  |     |     | $ | 94,369 |       
|                                   |                                     |               |        |            |        |         |        |     |     |   |        |       

A reconciliation of net income reported for the operating
segments to the amount in the condensed consolidated financial
statements is as follows:

|     |                   |         |   |              |  |              |   |              |   |  |   |     |   |  |   |        |  
|---- | ----------------- | ------- | - | ------------ |  | ------------ | - | ------------ | - |  | - | --- | - |  | - | ------ | -
|     |                   |         |   | Unallocated  |  |              |   |             
|     |                   | Segment |   | Corporate    |  |              |   | Consolidated
|     |                   | Total   |   | Expenditures |  | Eliminations |   | Total       
|     |                   |         |   |              |  |              |   |             
|1999 |                   |         |   |              |  |              |   |              |   |  |   |     |   |  |   |       
|    
|    
|    
|    
|     | Net income (loss) |         | $ | 1,802        |  |              | $ | (3,651       | ) |  | $ | (43 | ) |  | $ | (1,892 | )
|     |                   |         |   |              |  |              |   |              |   |  |   |     |   |  |   |       
|2000 |                   |         |   |              |  |              |   |              |   |  |   |     |   |  |   |       
|    
|    
|    
|    
|     | Net income (loss) |         | $ | 23,494       |  |              | $ | (10,666      | ) |  | $ |    |   |  | $ | 12,828 |  
|     |                   |         |   |              |  |              |   |              |   |  |   |     |   |  |   |       

8



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##### Table of Contents



LCC International, Inc. and Subsidiaries






Managements Discussion and Analysis of

Financial Condition and Results of Operations


For the Three Months Ended March 31, 1999 and 2000

This quarterly report on Form 10-Q contains forward-looking
statements within the meaning of Section 27A of the
Securities Exchange Act of 1934. The Managements Discussion
 and Analysis of Financial Condition and Results of Operations
include, without limitation, forward-looking statements regarding
 the Companys ability to pursue and secure new business
opportunities, its tower business, and working capital. A more
complete discussion of business risks is included in the
Companys Annual Report on Form 10-K for the year ended
 December 31, 1999.

Overview

The Company is one of the worlds largest independent
providers of Radio Frequency (RF) engineering and
system deployment services to the wireless telecommunications
industry. The Company has provided these services to operators of
 more than 200 wireless systems in more than 50 countries. In
1996 the Company entered the tower ownership and management
business which consists of acquiring, developing and managing
telecommunications towers. The telecommunication towers were sold
 in March 2000, and the Company repositioned this operation
to provide tower site audits and operation and management
services.

The Companys revenues are generated through contracts for
RF engineering and system deployment services, and lease revenue
from its tower ownership and management business. The Company
provides engineering design services on a contract basis, usually
 in a customized plan for each client and generally charges for
engineering services on a time and materials or fixed price
basis. The Company generally provides system deployment services
on a time and materials or fixed price basis. The Companys
revenues also include reimbursement for expenses, including the
living expenses of engineers on customer sites.

Service revenues consist of revenues from engineering design
services and system deployment services. Prior to the Pinnacle
transaction, tower ownership and management revenues consisted of
 lease revenue from the leasing of space on telecommunications
towers to wireless communication carriers. The Company derives a
significant portion of its total revenues from its international
customers. To date, its tower ownership and management revenues
have come exclusively from the leasing of RF transmission towers
in the United States.

Cost of revenues consists of costs associated with engineering
design and system deployment services and directs costs related
to the tower ownership and management business. Sales and
marketing expenses consist of salaries, sales commissions,
bonuses, travel and other expenses required to implement the
Companys marketing, sales and customer support plans.
General and Administrative expenses consist of the compensation,
benefits, office and occupancy, and other costs required for the
finance, human resources, information systems and executive
office functions. Non-cash compensation consists of awards under
a program for key employees adopted in 1994. Such plan was
accounted for as a variable plan, and therefore, to the extent
that the deemed fair market value of the Company increased,
compensation expense increased accordingly. In connection with
the Companys initial public offering in
September 1996, the Company granted stock options to replace
 the awards granted under this plan.

The key drivers of the Companys growth have historically
been (i) the issuances of new or additional wireless
telecommunications licenses by governmental authorities to
wireless operators, (ii) increases in the number of cell
sites operated and the number of subscribers served by wireless
network operators, (iii) the introduction of new services or
 technologies, (iv) the increasing complexity of the systems
 deployed by wireless network operators, and (v) the
expansion and optimization of existing systems by wireless
network operators.

To keep pace with the subscriber growth currently anticipated by
most industry analysts, the Company expects that there will
continue to be significant investment by network system operators
 over the next few years in design, system deployment and tower
management services.

9



---



##### Table of Contents



Results of Operations

The following table and discussion provides information which
management believes is relevant to an assessment and
understanding of the Companys consolidated results of
operations and financial condition. The discussion should be read
 in conjunction with the condensed consolidated financial
statements and accompanying notes thereto included elsewhere
herein.

|                                                  |                                              |                              |       |      |       |   |      |       |       |  
|------------------------------------------------- | -------------------------------------------- | ---------------------------- | ----- | ---- | ----- | - | ---- | ----- | ----- | -
|                                                  |                                              |                             
|                                                  |                                              | Percentage of Revenues      
|                                                  |                                              | Three Months Ended          
|                                                  |                                              | March 31,                   
|                                                  |                                              |                             
|                                                  |                                              | 1999                         |       | 2000
|                                                  |                                              |                              |       |     
|Revenues:                                         |                                              |                              |       |      |       |   |      |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Service                                      |                              |       | 98.7 | %     |   |      | 97.2  | %    
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Tower ownership and management               |                              |       | 1.3  |       |   |      | 2.8   |      
|                                                  |                                              |                              |       |      |       |   |      |      
|                                                  |                                              | Total revenues               |       |      | 100.0 |   |      |       | 100.0 |  
|                                                 
|                                                 
|                                                 
|                                                 
|Cost of revenues                                  |                                              |                              | 67.5  |      |       |   | 72.9 |      
|                                                  |                                              |                              |       |      |       |   |      |      
|Gross profit                                      |                                              |                              | 32.5  |      |       |   | 27.1 |      
|                                                  |                                              |                              |       |      |       |   |      |      
|Operating (income) expense:                       |                                              |                              |       |      |       |   |      |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Sales and marketing                          |                              |       | 8.8  |       |   |      | 6.2   |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | General and administrative                   |                              |       | 21.0 |       |   |      | 13.4  |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Tower portfolio sale and administration, net |                              |       | 0.0  |       |   |      | (70.4 | )    
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Non-cash compensation                        |                              |       | 0.6  |       |   |      | 0.0   |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Depreciation and amortization                |                              |       | 4.0  |       |   |      | 3.2   |      
|                                                  |                                              |                              |       |      |       |   |      |      
|                                                  |                                              | Total operating expenses     |       |      | 34.4  |   |      |       | (47.6 | )
|                                                  |                                              |                              |       |      |       |   |      |      
|Operating income (loss)                           |                                              |                              | (1.9  | )    |       |   | 74.7 |      
|                                                  |                                              |                              |       |      |       |   |      |      
|Other income (expense):                           |                                              |                              |       |      |       |   |      |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Interest income                              |                              |       | 1.2  |       |   |      | 0.8   |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Interest expense                             |                              |       | (3.9 | )     |   |      | (0.8  | )    
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Other                                        |                              |       | (7.9 | )     |   |      | (1.3  | )    
|                                                  |                                              |                              |       |      |       |   |      |      
|                                                  |                                              | Total other income (expense) |       |      | (10.6 | ) |      |       | (1.3  | )
|                                                  |                                              |                              |       |      |       |   |      |      
|Income (loss) from operations before income taxes |                                              |                              | (12.5 | )    |       |   | 73.4 |      
|                                                 
|                                                 
|                                                 
|                                                 
|Provision (benefit) for income taxes              |                                              |                              | (1.8  | )    |       |   | 30.8 |      
|                                                  |                                              |                              |       |      |       |   |      |      
|Net income (loss)                                 |                                              |                              | (10.7 | )%   |       |   | 42.6 | %    
|                                                  |                                              |                              |       |      |       |   |      |      

10



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##### Table of Contents



Three Months Ended March 31, 1999

Compared to


Three Months Ended March 31, 2000


Revenues.Revenues for the three months ended
March 31, 2000 were $30.2 million compared to
$17.7 million for the prior year, an increase of
$12.5 million or 70.6%. This increase is driven by the
XM Satellite and Misrfone contracts, which together
accounted for $14.9 million of the increased revenue. Tower
ownership and management revenue also accounted for
$0.6 million of the increased revenue. This increase was
offset by a decline of $2.1 million attributed to the
successful completion of two Brazilian contracts last year
without replacement projects.

Cost of Revenues.Cost of revenues for the three months
ended March 31, 2000 were $22.0 million compared to
$11.9 million for the prior year, an increase of
$10.1 million or 84.3%. As a percentage of total revenues,
cost of revenues was 72.9% and 67.5% for 2000 and 1999,
respectively. The XM satellite and Misrfone contracts
accounted for $11.3 million of the cost increase,
corresponding to their growth in contract revenue. This increase
was offset by a decrease in costs in Brazil of $1.2 million.

Gross Profit.Gross profit for the three months ended
March 31, 2000 was $8.2 million compared to
$5.7 million for the prior year, an increase of
$2.4 million or 42.1%. The XM Satellite and Misrfone
contracts accounted for $3.6 million of the increase along
with $0.6 million generated by tower ownership and
management. These increases in gross profit are partially offset
by completion of two Brazilian contracts last year without
replacement projects ($0.9 million) and increased use of
technical resources in business development. As a percentage of
total revenues, gross profit was 27.1% and 32.5% for 2000 and
1999, respectively. The reduction in the gross profit percentage
reflects the increased revenue derived from large contracts.
These large contracts provide lower margin, but are
self-contained providing efficiencies in sales and marketing and
general and administrative costs.

Sales and Marketing.Sales and marketing expenses were
$1.9 million for the three months ended March 31, 2000
compared to $1.6 million for the prior year, an increase of
$0.3 million. As a percentage of total revenues, sales and
marketing was 6.2% in 2000 compared to 8.8% in 1999. The
increased revenues from large, self-contained contracts enabled
sales and marketing costs to increase at a lower rate than
revenue growth.

General and Administrative.General and administrative
expenses were $4.0 million for the three months ended
March 31, 2000 compared to $3.7 million for the prior
year. The increase in expense is primarily caused by increased
administrative support costs in Europe. As a percentage of total
revenues, general and administrative expenditures were 13.4% in
2000 compared to 21.0% in 1999. The increased revenues from
large, self-contained contracts enabled general and
administrative costs to increase at a lower rate than revenue
growth.

Tower Portfolio Sale and Administration.During
February 2000, the company entered into an agreement for the
 sale of 197 tower sites owned or to be constructed for a total
purchase price of approximately $80.0 million when the sites
 are conveyed. Through the end of March 2000, 139 towers
were successfully conveyed resulting in a net gain of
$21.2 million. The remaining towers are expected to convey
periodically through year-end.

Depreciation and Amortization.Depreciation and
amortization expense was $1.0 million for the three months ended
March 31, 2000 compared to $0.7 million for the prior
year, an increase of $0.2 million or 32.4%. The increased
depreciation expense is largely related to purchase of equipment
and computers to support revenue and associated staff growth.

Interest Expense.Interest expense was $0.2 million
for the three months ended March 31, 2000 compared to
$0.7 million for the prior year, a decrease of
$0.5 million or 67.5%. The decrease reflects the cash
proceeds from the initial closing of the sale of
telecommunication towers. The proceeds from the initial closing,
on March 3, 2000, were used to repay the Companys
credit facility.

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Other Expense.Other expense was $0.4 million for the
 three months ended March 31, 2000 compared to $1.4 million
for the prior year, a decrease of $1.0 million. This
decrease is largely attributed to a reduction in foreign currency
 losses of $1.3 million. This reduction was offset by losses
 using the equity method of accounting for the Companys
19.9% investment in Tecnosistemi.

Provision (Benefit) for Income Taxes.The provision for
income taxes was $9.3 million for the three months ended
March 31, 2000 compared to a benefit of $0.3 million
for the prior year. The provision for income taxes was recorded
in 2000 using an effective income tax rate of approximately
42.0%. The effective tax in excess of the statutory rate reflects
 the effect of non-deductible expenses resulting from the tower
portfolio sale. The benefit for income taxes was recorded in 1999
 based on an effective income tax rate of approximately 15.0%.
The change in effective income tax rates is due both to the
impact of the sale of the telecommunication tower portfolio and
to the conversion of the MCI note during the third quarter of
1999.

Net Income (Loss).Net income was $12.8 million for
the three months ended March 31, 2000 compared to a loss of
$1.9 million for the prior year. The increase in net income
was due to income generated from the partial sale of the
telecommunication towers during the quarter and increase in gross
 profit generated by the increased revenue.

Liquidity and Capital Resources

Cash and cash equivalents, were $19.4 million at
March 31, 2000 compared to $2.0 million at
December 31, 1999 an increase of $17.4 million. The
increase in cash was driven by the net cash provided by investing
 activities of $35.6 million. This increase is primarily a
result of the net proceeds from the tower portfolio sale of
$57.7 million. Also included in investing activities is
$7.2 million paid to minority shareholders to acquire their
interest in the tower ownership subsidiary, concurrent with the
portfolio sale. Net cash used by operating activities of
$14.9 million was primarily driven by an increase in
unbilled receivables resulting from substantial revenue growth
from a large fixed price contract. Other operating cash was used
to pay accounts payable and accrued expenses of
$4.7 million. Net cash flow used in financing activities of
$3.2 million, includes the net repayment of all of the
Companys obligations under its credit facility of
$4.5 million.

Working capital was $42.3 million at March 31, 2000
versus $(8.0) million at December 31, 1999, an increase of
$50.3 million. The increase in working capital was primarily
 due to the proceeds received to-date from the sale of the
Companys telecommunication tower portfolio. The Company
believes it has sufficient working capital for the next year.

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PART II  OTHER INFORMATION




Item 1:  Legal Proceedings

Albert Grimes et al. V LCC International, Inc. et al.,
Civil Action No. 16957-NC, in the Court of Chancery of the State
of Delaware, Castle County. On February 12, 1999, the
minority shareholders of the Companys majority-owned
Microcell subsidiary filed a suit against the Company, the
directors appointed by the Company to the Microcell Board and
Microcell itself, seeking rescission of the shareholders
agreement between the Company and the minority shareholders, the
appointment of a custodian or receiver, and unspecified monetary
damages. In connection with the sale of the Company towers to
Pinnacle Towers, Inc., the parties settled all pending
litigation, and all claims were dismissed with prejudice on
March 7, 2000.




Item 2:  Changes in Securities

Not Applicable




Item 3:  Defaults Upon Senior Securities

Not Applicable




Item 4:  Submission of Matters to a Vote of
Security Holders

Not Applicable




Item 5:  Other Information

Not Applicable




Item 6:  Exhibits and Reports on Form 8-K

(a)  Exhibits

10.1  Loan Agreement, dated as of December 22,
1999, by and between LCC International, Inc. and C. Thomas
Faulders, III

10.2  Note, dated December 22, 1999, of C.
Thomas Faulders, III to LCC International, Inc. in the principal
amount of $1,625,000

11   Computations of Earnings per Common Share

27.1  Financial Data Schedule

(b)  Reports on Form 8-K

On March 20, 2000 the Company filed a current report on
Form 8-K which reported that, on March 3, 2000
Microcell Management, Inc., a subsidiary of the Company,
completed the initial closing of the sale of its
telecommunication tower portfolio to Pinnacle Towers Inc.

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Signature

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.

|                   |  |                                                                                                                        
|------------------ |  | -----------------------------------------------------------------------------------------------------------------------
|                   |  | LCC International, Inc. and Subsidiaries                                                                               
|                  
|Date: May 11, 2000 |  | Signed: /s/ DAVID N. WALKERDavid N. Walker
        Senior Vice President, Treasurer
        and Chief Financial Officer

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