##### 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 September 30, 1999                    
|     |  | 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 November 4, 1999, the registrant had outstanding
11,110,910 shares of Class A Common Stock, par value
$0.01 per share (the Class A Common Stock) and
8,460,984 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                                                     



---



LCC International, Inc. and Subsidiaries

Quarterly Report on Form 10-Q

For the quarter ended September 30, 1999


INDEX

|         |  |                                                                                                                                 |  |        |    | 
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------- |  | ------ | -- | 
|         |  |                                                                                                                                 |  | Page  
|         |  |                                                                                                                                 |  | Number
|         |  |                                                                                                                                 |  |       
|PART I:  |  | FINANCIAL INFORMATION                                                                                                           |  |        |    | 
|        
|        
|        
|        
|ITEM 1:  |  | FINANCIAL STATEMENTS                                                                                                            |  |        |    | 
|        
|        
|        
|        
|         |  | Condensed consolidated statements of operations for the three and
         nine month periods ended September 30, 1998 and 1999 |  |        | 3  | 
|        
|        
|        
|        
|         |  | Condensed consolidated balance sheets as of December 31, 1998 and
         September 30, 1999                                   |  |        | 4  | 
|        
|        
|        
|        
|         |  | Condensed consolidated statements of cash flows for the nine
        months ended September 30, 1998 and 1999                   |  |        | 5  | 
|        
|        
|        
|        
|         |  | Notes to condensed consolidated financial statements                                                                            |  |        | 6  | 
|        
|        
|        
|        
|ITEM 2:  |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL                                                                               |  |        |    | 
|        
|        
|        
|        
|         |  | CONDITION AND RESULTS OF OPERATIONS                                                                                             |  |        | 11 | 
|        
|        
|        
|        
|PART II: |  | OTHER INFORMATION                                                                                                               |  |        | 17 | 
|        
|        
|        
|        
|ITEM 1:  |  | Legal Proceedings                                                                                                               |  |        | 17 | 
|        
|        
|        
|        
|ITEM 2:  |  | Changes in Securities                                                                                                           |  |        | 17 | 
|        
|        
|        
|        
|ITEM 3:  |  | Defaults Upon Senior Securities                                                                                                 |  |        | 17 | 
|        
|        
|        
|        
|ITEM 4:  |  | Submission of Matters to a Vote of Security Holders                                                                             |  |        | 17 | 
|        
|        
|        
|        
|ITEM 5:  |  | Other Information                                                                                                               |  |        | 17 | 
|        
|        
|        
|        
|ITEM 6:  |  | Exhibits and Reports on Form 8-K                                                                                                |  |        | 17 | 

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 |        | Nine months ended
|                                                                        |                                | September 30,      |        | September 30,    
|                                                                        |                                |                    |        |                  
|                                                                        |                                | 1998               |        | 1999              |   | 1998 |        | 1999  
|                                                                        |                                |                    |        |                   |   |      |        |       
|REVENUES:                                                               |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Services                       |                    | $      | 21,988            |   |      | $      | 17,437 |   |   | $      | 66,083 |   |   | $      | 50,561 |  
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Tower ownership and management |                    |        | 248               |   |      |        | 805    |   |   |        | 576    |   |   |        | 1,485  |  
|                                                                        |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                        |                                |                    | 22,236 |                   |   |      | 18,242 |        |   |   | 66,659 |        |   |   | 52,046 |       
|                                                                        |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|COST OF REVENUES:                                                       |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Services                       |                    |        | 17,675            |   |      |        | 13,257 |   |   |        | 49,291 |   |   |        | 37,218 |  
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Tower ownership and management |                    |        | 143               |   |      |        | 276    |   |   |        | 325    |   |   |        | 801    |  
|                                                                        |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                        |                                |                    | 17,818 |                   |   |      | 13,533 |        |   |   | 49,616 |        |   |   | 38,019 |       
|                                                                        |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|GROSS PROFIT                                                            |                                |                    | 4,418  |                   |   |      | 4,709  |        |   |   | 17,043 |        |   |   | 14,027 |       
|                                                                        |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|OPERATING EXPENSES:                                                     |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Sales and marketing            |                    |        | 870               |   |      |        | 1,259  |   |   |        | 2,656  |   |   |        | 4,058  |  
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | General and administrative     |                    |        | 8,145             |   |      |        | 4,045  |   |   |        | 17,017 |   |   |        | 13,557 |  
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Non-cash compensation          |                    |        | 35                |   |      |        |       |   |   |        | 253    |   |   |        | (12    | )
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Depreciation and amortization  |                    |        | 679               |   |      |        | 790    |   |   |        | 1,702  |   |   |        | 2,329  |  
|                                                                        |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                        |                                |                    | 9,729  |                   |   |      | 6,094  |        |   |   | 21,628 |        |   |   | 19,932 |       
|                                                                        |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|OPERATING LOSS                                                          |                                |                    | (5,311 | )                 |   |      | (1,385 | )      |   |   | (4,585 | )      |   |   | (5,905 | )     
|                                                                        |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|OTHER INCOME (EXPENSE):                                                 |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Interest income                |                    |        | 151               |   |      |        | 207    |   |   |        | 656    |   |   |        | 427    |  
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Interest expense               |                    |        | (574              | ) |      |        | (428   | ) |   |        | (1,720 | ) |   |        | (2,023 | )
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Other expense                  |                    |        | (104              | ) |      |        | (54    | ) |   |        | (356   | ) |   |        | (1,398 | )
|                                                                        |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                        |                                |                    | (527   | )                 |   |      | (275   | )      |   |   | (1,420 | )      |   |   | (2,994 | )     
|                                                                        |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                     |                                |                    | (5,838 | )                 |   |      | (1,660 | )      |   |   | (6,005 | )      |   |   | (8,899 | )     
|                                                                        |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|BENEFIT FOR INCOME TAXES                                                |                                |                    | (2,312 | )                 |   |      | (500   | )      |   |   | (2,378 | )      |   |   | (2,680 | )     
|                                                                        |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|LOSS FROM CONTINUING OPERATIONS                                         |                                |                    | (3,526 | )                 |   |      | (1,160 | )      |   |   | (3,627 | )      |   |   | (6,219 | )     
|LOSS FROM DISCONTINUED OPERATIONS                                       |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | NET OF TAX BENEFITS            |                    |        | (3,553            | ) |      |        |       |   |   |        | (5,349 | ) |   |        |       |  
|                                                                        |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|NET LOSS                                                                |                                | $                  | (7,079 | )                 |   | $    | (1,160 | )      |   | $ | (8,976 | )      |   | $ | (6,219 | )     
|                                                                        |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|NET LOSS PER SHARE:                                                     |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|CONTINUING OPERATIONS                                                   |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Basic                          |                    | $      | ( 0.22            | ) |      | $      | (0.06  | ) |   | $      | (0.23  | ) |   | $      | (0.38  | )
|                                                                        |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                        | Diluted                        |                    | $      | ( 0.22            | ) |      | $      | (0.06  | ) |   | $      | (0.23  | ) |   | $      | (0.38  | )
|                                                                        |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|DISCONTINUED OPERATIONS                                                 |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Basic                          |                    | $      | (0.23             | ) |      |        |       |   |   | $      | (0.35  | ) |   |        |       |  
|                                                                        |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                        | Diluted                        |                    | $      | (0.23             | ) |      |        |       |   |   | $      | (0.35  | ) |   |        |       |  
|                                                                        |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|NET LOSS PER SHARE                                                      |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Basic                          |                    | $      | (0.45             | ) |      | $      | (0.06  | ) |   | $      | (0.58  | ) |   | $      | (0.38  | )
|                                                                        |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                        | Diluted                        |                    | $      | (0.45             | ) |      | $      | (0.06  | ) |   | $      | (0.58  | ) |   | $      | (0.38  | )
|                                                                        |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|WEIGHTED AVERAGE SHARES USED IN THE CALCULATION OF NET LOSS PER
	SHARE: |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Basic                          |                    |        | 15,574            |   |      |        | 18,133 |   |   |        | 15,472 |   |   |        | 16,487 |  
|                                                                        |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                        | Diluted                        |                    |        | 15,574            |   |      |        | 18,133 |   |   |        | 15,472 |   |   |        | 16,487 |  
|                                                                        |                                |                    |        |                   |   |      |        |        |   |   |        |        |   |   |        |       

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,                            |         | September 30,
|                                                                                  |                                                                                                                                         | 1998                                    |         | 1999         
|                                                                                  |                                                                                                                                         |                                         |         |              
|                                                                                  |                                                                                                                                         |                                         |         | (Unaudited)  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|ASSETS:                                                                           |                                                                                                                                         |                                         |         |               |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Current assets:                                                                   |                                                                                                                                         |                                         |         |               |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Cash and cash equivalents                                                                                                               |                                         | $       | 4,240         |        |   | $       | 3,047  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Short-term investments                                                                                                                  |                                         |         | 113           |        |   |         | 113    |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Receivables, net of allowance for doubtful accounts of $10,453
	and $8,043 at December 31, 1998 and September 30, 1999,
	 respectively: |                                         |         |               |        |   |         |        |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                                                                                                         | Trade accounts receivable               |         |               | 13,028 |   |         |        | 13,521 | 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                                                                                                         | Due from related parties and affiliates |         |               | 611    |   |         |        | 1,205  | 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                                                                                                         | Unbilled                                |         |               | 6,078  |   |         |        | 4,263  | 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Deferred income taxes, net                                                                                                              |                                         |         | 12,050        |        |   |         | 10,286 |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Prepaid expenses and other current assets                                                                                               |                                         |         | 3,072         |        |   |         | 2,957  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Net assets of discontinued operations                                                                                                   |                                         |         | 9,139         |        |   |         | 11,165 |       
|                                                                                  |                                                                                                                                         |                                         |         |               |        |   |         |       
|                                                                                  |                                                                                                                                         | Total current assets                    |         |               | 48,331 |   |         |        | 46,557 | 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Property and equipment, net                                                       |                                                                                                                                         |                                         | 22,132  |               |        |   | 36,250  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Deferred income taxes, net                                                        |                                                                                                                                         |                                         | 12,705  |               |        |   | 8,286   |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Other assets                                                                      |                                                                                                                                         |                                         | 1,036   |               |        |   | 2,176   |       
|                                                                                  |                                                                                                                                         |                                         |         |               |        |   |         |       
|                                                                                  |                                                                                                                                         | $                                       | 84,204  |               |        | $ | 93,269  |       
|                                                                                  |                                                                                                                                         |                                         |         |               |        |   |         |       
|LIABILITIES AND SHAREHOLDERS EQUITY:                                             |                                                                                                                                         |                                         |         |               |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Current liabilities:                                                              |                                                                                                                                         |                                         |         |               |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Line of credit                                                                                                                          |                                         | $       |              |        |   | $       | 13,577 |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Accounts payable                                                                                                                        |                                         |         | 4,637         |        |   |         | 3,391  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Note payable                                                                                                                            |                                         |         |              |        |   |         | 1,100  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Accrued expenses                                                                                                                        |                                         |         | 8,153         |        |   |         | 11,337 |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Accrued employee compensation and benefits                                                                                              |                                         |         | 9,702         |        |   |         | 9,804  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Deferred revenue                                                                                                                        |                                         |         | 277           |        |   |         | 6,736  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Income taxes payable                                                                                                                    |                                         |         | 7,894         |        |   |         | 6,895  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Obligations under incentive plans                                                                                                       |                                         |         | 55            |        |   |         |       |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Other current liabilities                                                                                                               |                                         |         | 3,142         |        |   |         | 2,816  |       
|                                                                                  |                                                                                                                                         |                                         |         |               |        |   |         |       
|                                                                                  |                                                                                                                                         | Total current liabilities               |         |               | 33,860 |   |         |        | 55,656 | 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Convertible subordinated debt                                                     |                                                                                                                                         |                                         | 50,000  |               |        |   |        |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Other liabilities                                                                 |                                                                                                                                         |                                         | 115     |               |        |   | 656     |       
|                                                                                  |                                                                                                                                         |                                         |         |               |        |   |         |       
|Total liabilities                                                                 |                                                                                                                                         |                                         | 83,975  |               |        |   | 56,312  |       
|                                                                                  |                                                                                                                                         |                                         |         |               |        |   |         |       
|Preferred stock:                                                                  |                                                                                                                                         |                                         |         |               |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | 10,000 shares authorized; -0- shares issued and outstanding                                                                             |                                         |         |              |        |   |         |       |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Class A common stock, $.01 par value:                                             |                                                                                                                                         |                                         |         |               |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | 70,000 shares authorized; 7,180 and 11,012 shares issued and
	outstanding at December 31, 1998 and September 30,
	1999, respectively    |                                         |         | 72            |        |   |         | 110    |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Class B common stock, $.01 par value:                                             |                                                                                                                                         |                                         |         |               |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | 20,000 shares authorized; 8,461 shares issued and outstanding at
	December 31, 1998 and September 30, 1999                              |                                         |         | 85            |        |   |         | 85     |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Paid-in capital                                                                   |                                                                                                                                         |                                         | 37,130  |               |        |   | 80,291  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Accumulated deficit                                                               |                                                                                                                                         |                                         | (33,590 | )             |        |   | (39,809 | )     
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Note receivable from shareholder                                                  |                                                                                                                                         |                                         | (2,100  | )             |        |   | (2,100  | )     
|                                                                                  |                                                                                                                                         |                                         |         |               |        |   |         |       
|                                                                                  | Subtotal                                                                                                                                |                                         |         | 1,597         |        |   |         | 38,577 |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Accumulated other comprehensive loss  foreign currency
	 translation adjustments |                                                                                                                                         |                                         | (1,368  | )             |        |   | (1,620  | )     
|                                                                                  |                                                                                                                                         |                                         |         |               |        |   |         |       
|                                                                                  | Total shareholders equity                                                                                                              |                                         |         | 229           |        |   |         | 36,957 |       
|                                                                                  |                                                                                                                                         |                                         |         |               |        |   |         |       
|                                                                                  |                                                                                                                                         | $                                       | 84,204  |               |        | $ | 93,269  |       
|                                                                                  |                                                                                                                                         |                                         |         |               |        |   |         |       

See accompanying notes to condensed consolidated financial
statements.

4



---



##### Table of Contents



LCC International, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)


(Unaudited)


|                                                                              |                                                                                                         |                                              |                                          |         |       |        |         |         |       |        |  
|----------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------- | -------------------------------------------- | ---------------------------------------- | ------- | ----- | ------ | ------- | ------- | ----- | ------ | -
|                                                                              |                                                                                                         |                                             
|                                                                              |                                                                                                         | Nine Months Ended                           
|                                                                              |                                                                                                         | September 30,                               
|                                                                              |                                                                                                         |                                             
|                                                                              |                                                                                                         | 1998                                         |                                          | 1999   
|                                                                              |                                                                                                         |                                              |                                          |        
|Cash flows from operating activities:                                         |                                                                                                         |                                              |                                          |         |       |        |         |        
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              | Loss from continuing operations                                                                         |                                              | $                                        | (3,627  | )     |        | $       | (6,219  | )    
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              | Adjustments to reconcile loss from continuing operations to net
	cash provided by operating activities: |                                              |                                          |         |       |        |         |         |      
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              |                                                                                                         | Depreciation and amortization                |                                          |         | 1,702 |        |         |         | 2,495 |       
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              |                                                                                                         | Provision for doubtful accounts              |                                          |         | 2,481 |        |         |         |      |       
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              |                                                                                                         | Non-cash compensation                        |                                          |         | 265   |        |         |         | (14   | )     
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              |                                                                                                         | Loss from investments in joint ventures, net |                                          |         | 267   |        |         |         |      |       
|                                                                              |                                                                                                         | Changes in operating assets and liabilities  |                                          |         |       |        |         |         |       |       
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              |                                                                                                         |                                              | Trade, unbilled, and other receivables   |         |       | (5,962 | )       |         |       | (231   | )
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              |                                                                                                         |                                              | Accounts payable and accrued expenses    |         |       | 7,626  |         |         |       | 2,280  |  
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              |                                                                                                         |                                              | Other current assets and liabilities     |         |       | (6,577 | )       |         |       | 8,008  |  
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              |                                                                                                         |                                              | Other non-current assets and liabilities |         |       | 1,962  |         |         |       | (7,654 | )
|                                                                              |                                                                                                         |                                              |                                          |         |       |        |         |        
|Net cash used in operating activities                                         |                                                                                                         |                                              | (1,863                                   | )       |       |        | (1,335  | )      
|                                                                              |                                                                                                         |                                              |                                          |         |       |        |         |        
|Cash flows from investing activities:                                         |                                                                                                         |                                              |                                          |         |       |        |         |        
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              | Decrease in short term investments, net                                                                 |                                              |                                          | 8,552   |       |        |         |        |      
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              | Purchases of property and equipment                                                                     |                                              |                                          | (13,034 | )     |        |         | (14,659 | )    
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              | Investment in joint ventures and affiliates                                                             |                                              |                                          | 289     |       |        |         | (1,100  | )    
|                                                                              |                                                                                                         |                                              |                                          |         |       |        |         |        
|Net cash used in investing activities                                         |                                                                                                         |                                              | (4,193                                   | )       |       |        | (15,759 | )      
|                                                                              |                                                                                                         |                                              |                                          |         |       |        |         |        
|Cash flows from financing activities:                                         |                                                                                                         |                                              |                                          |         |       |        |         |        
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              | Proceeds from issuance of common stock, net                                                             |                                              |                                          | 588     |       |        |         | 361     |      
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              | Proceeds from exercise of options                                                                       |                                              |                                          | 2,620   |       |        |         | 108     |      
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              | Proceeds from notes payable/line of credit                                                              |                                              |                                          |        |       |        |         | 25,161  |      
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              | Payment on line of credit                                                                               |                                              |                                          |        |       |        |         | (5,484  | )    
|                                                                              |                                                                                                         |                                              |                                          |         |       |        |         |        
|Net cash provided by financing activities                                     |                                                                                                         |                                              | 3,208                                    |         |       |        | 20,146  |        
|                                                                              |                                                                                                         |                                              |                                          |         |       |        |         |        
|Net increase (decrease in) cash and cash equivalents 
	continuing operations |                                                                                                         |                                              | (2,848                                   | )       |       |        | 3,052   |        
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|Net decrease in cash and cash equivalents 
	discontinued operations          |                                                                                                         |                                              | (5,395                                   | )       |       |        | (4,245  | )      
|                                                                              |                                                                                                         |                                              |                                          |         |       |        |         |        
|Net decrease in cash and cash equivalents                                     |                                                                                                         |                                              | (8,243                                   | )       |       |        | (1,193  | )      
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|Cash and cash equivalents at beginning of period                              |                                                                                                         |                                              | 14,878                                   |         |       |        | 4,240   |        
|                                                                              |                                                                                                         |                                              |                                          |         |       |        |         |        
|Cash and cash equivalents at end of period                                    |                                                                                                         | $                                            | 6,635                                    |         |       | $      | 3,047   |        
|                                                                              |                                                                                                         |                                              |                                          |         |       |        |         |        
|Supplemental disclosures of cash flow information:                            |                                                                                                         |                                              |                                          |         |       |        |         |        
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              | Cash paid during the nine months for:                                                                   |                                              |                                          |         |       |        |         |         |      
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              |                                                                                                         | Interest                                     |                                          | $       | 1,164 |        |         | $       | 1,573 |       
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              |                                                                                                         | Income taxes                                 |                                          |         | 1,314 |        |         | $       | 2,760 |       

Supplemental disclosures of non-cash investing and financing
activities:



| |                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In July 1999, the Company issued approximately
	2.8 million shares of Class  A common stock
	 in exchange for its 4.4% convertible subordinated notes. As a
	result, both long-term debt and long-term deferred tax assets
	were reduced by $50.0 million and $12.6 million,
	respectively, and shareholders equity increased
	$37.4 million.
|
| | In August 1999, the Company issued approximately
	0.9 million shares of Class  A common stock
	 in exchange for its 9.0% convertible notes payable. As a result,
	 current debt was reduced by $5.0 million, accrued interest
	$0.2  million, and shareholders equity increased
	$5.2 million.                                               

See accompanying notes to condensed consolidated financial
statements.

5



---



##### 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 as the
 Company) is one of the worlds largest
independent suppliers of integrated end to end infrastructure
consulting services relating to the design, engineering and
build-out of wireless communications systems. The Companys
businesses are as follows:

Services

Engineering and design services  The Company
provides engineering and design services for cellular phone
system operators, personal communication system
(PCS) operators and other wireless communication system
providers.

Program management services  The Company
provides network deployment services (including program
management, site acquisition, zoning, regulatory compliance,
construction and construction management services) related to the
 build-out of wireless communications systems.

Towers

Tower ownership and management  The Company
acquires, builds, owns and manages multi-tenant
telecommunications towers and leases space thereon to wireless
communication carriers.

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, 1998. 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

6



---



##### Table of Contents





|                                                                         |  |                    |        |                   |  |      |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------------------------------ |  | ------------------ | ------ | ----------------- |  | ---- | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                         |  |                    |        |                  
|                                                                         |  | Three Months Ended |        | Nine Months Ended
|                                                                         |  | September 30,      |        | September 30,    
|                                                                         |  |                    |        |                  
|                                                                         |  | 1998               |        | 1999              |  | 1998 |        | 1999
|                                                                         |  |                    |        |                   |  |      |        |     
|Net income (loss)                                                        |  | $                  | (7,079 | )                 |  | $    | (1,160 | )    |  | $ | (8,976 | ) |  | $ | (6,219 | )
|                                                                         |  |                    |        |                   |  |      |        |      |  |   |        |   |  |   |        |  
|Other comprehensive income (loss), before tax                            |  |                    | 809    |                   |  |      | (160   | )    |  |   | 317    |   |  |   | (360   | )
|                                                                         |  |                    |        |                   |  |      |        |      |  |   |        |   |  |   |        |  
|Income tax provision (benefit) related to items of
	comprehensive income |  |                    | 284    |                   |  |      | (48    | )    |  |   | 130    |   |  |   | (108   | )
|                                                                         |  |                    |        |                   |  |      |        |      |  |   |        |   |  |   |        |  
|Other comprehensive income (loss), net of tax                            |  |                    | 525    |                   |  |      | (112   | )    |  |   | 187    |   |  |   | (252   | )
|                                                                         |  |                    |        |                   |  |      |        |      |  |   |        |   |  |   |        |  
|Comprehensive income (loss)                                              |  | $                  | (6,554 | )                 |  | $    | (1,272 | )    |  | $ | (8,789 | ) |  | $ | (6,471 | )
|                                                                         |  |                    |        |                   |  |      |        |      |  |   |        |   |  |   |        |  

Note 4:  Investment in Tecnosistemi

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. Tecneudosia, a market leader in the design and
manufacturing of shelters for fixed and mobile telecom operators
and suppliers acquired 22% of Tecnosistemi, and the right to
acquire the 30% interest retained by the Italtel Group. The
Italtel Group will maintain a 30% interest in Tecnosistemi for a
period of one year from the closing at which time Tecneudosia
intends to assume such interest. In connection with the
transaction, the Italtel Group undertook to: (1) repay all
losses reflected on Tecnosistemis financial statements for
the fiscal year ending December 31, 1999, (2) pay to
Tecnosistemi up to Lire 95 billion, as necessary, during the
 years 2000, 2001 and 2002, to cover costs incurred by
Tecnosistemi to reorganize its operations, and (3) purchase
from Tecnosistemi, on an exclusive basis, those services required
 by the Italtel Group and offered by Tecnosistemi in Italy.

Note 5:  Line of Credit

In March 1999, the Company amended and restated its credit
facility, originally established in 1996, with The Chase
Manhattan Bank, as Administrative Agent (Chase)
(together with the LCC Europe Credit Facility, as defined below,
the Credit Facility). The Credit Facility, during the
 quarter, consisted of a revolving loan and letter of credit
facility in an aggregate amount not to exceed $20.0 million
for the Company and $2.5 million for LCC Europe (the
LCC Europe Credit Facility). The maximum amount
available for drawing under the Credit Facility is the sum of
(1) the lesser of $10.0 million or 85% of the amount of
 the Companys receivables which are deemed
eligible as a basis for obtaining credit and
(2) an aggregate amount, not to exceed $12.5 million,
which is secured by a collateralized guaranty of
Dr. Rajendra Singh, Board member of the Company and Chairman
 of Telcom Ventures, the Companys largest shareholder, to
the extent that Dr. Singh has deposited the required
collateral with Chase. Dr. Singh is not contractually
committed to provide any collateral to Chase. On October 19,
 1999, in connection with the issuance of Chases consent
for the Company to sell the assets of its discontinued operations
 (See Note 9: Subsequent Events) the Credit Facility was
amended to eliminate that portion of the facility related to the
discontinued operations, the $2.5 million LCC Europe Credit
Facility, and to reduce the revolving credit facility by
$2.0 million (reducing the $12.5 million available
under (2) above), providing an aggregate credit facility of
$18.0 million. The revolving loan commitment will expire in
March 2000. The Company does not currently use interest rate
 derivative instruments to manage its exposure to interest rate
changes. During the quarter, Dr. Singh, through Eurofon De
Portugal, Inc. (a Singh affiliated Company), had provided
sufficient collateral for LCC to draw $9.9 million of the
$12.5 million portion of the Credit Facility that requires
collateralization, and $5.9 million as of September 30,
 1999. This collateral was withdrawn as borrowings were reduced
following the Companys receipt of proceeds from the sale of
 its discontinued operations. The Company is

7



---



##### Table of Contents





Note 6:  Note Payable

On July 13, 1999, the Company received notice of conversion
from MCI Worldcom of its convertible subordinated notes in the
aggregate principal amount of $50.0 million. The notes were
converted into 2,841,099 shares of the Companys
Class A common stock on July 27, 1999. The conversion
of the subordinated note had a tax impact of $12.6 million.
The Company had sufficient net operating loss carryforwards to
meet this tax obligation. The conversion of the subordinated
notes increased stockholders equity by $37.4 million,
net of tax.

In January 1999, the Company entered into a
$5.0 million convertible promissory note with Telcom
Ventures. Under the terms of the note, anytime after
August 1, 1999, the entire principal balance and accrued
interest thereon at a rate of 9.0 percent could be converted
 into shares of the Companys Class A Common Stock
based on a conversion price of $6.22 per share, subject to
adjustment for stock split, stock dividend, recapitalization or
similar events. On August 24, 1999 Telcom Ventures elected
to convert its note into 845,087 shares of LCC Class A
common stock.

On September 10, 1999 the Company entered into a
$1.1 million promissory note with Telcom Ventures. Under the
 terms of the note, the entire principal balance and accrued
interest thereon is due on September 1, 2000. The interest
is initially established at 10.5%, with increments in the
interest rate of 1.5% every 3 months beginning at
March 1, 2000. The proceeds of the note were used to finance
 the Companys investment in Tecnosistemi. This note was
prepaid in full by the Company on November 9, 1999 (See
Notes 4 and 9).

Note 7:  Contingencies

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 (which concerns management of Microcell,
funding commitments and other matters), the appointment of a
custodian or receiver, and unspecified monetary damages. The suit
 alleges, inter alia, breach of a fiduciary duty, usurpation of
corporate opportunities, waste of Microcells corporate
assets, tortious interference with Microcells prospective
business relations, and violations of the shareholders
agreement. On May 6, 1999, the Court ruled that the
plaintiffs had served a demand letter on the Board of Directors
and therefore, all the plaintiffs derivative claims were
stayed pending the Boards review and consideration of the
derivative claims. The Board of Directors retained advisory
counsel in March 1999. On May 12, 1999, the Court
dismissed plaintiffs motion for the appointment of a
custodian or receiver. Plaintiffs filed an amended complaint on
June 9, 1999, asserting that their claims for rescission and
 breach of the shareholders agreement and for the
appointment of a custodian or receiver are direct claims.
Defendants filed a motion to dismiss these claims which is
pending. Plaintiffs also filed on June 9, 1999, a motion for
 a preliminary injunction on Microcells redemption of
certain shares and a motion for leave to file a supplemental
complaint. On July 27, 1999, the Court denied both motions.
Plaintiffs then filed a motion for reargument or reconsideration
which was denied on August 11, 1999. In late
September 1999, advisory counsel to the Board of Directors
presented its report, finding among other things, that all of the
 claims raised by the plaintiffs in their demand letter lacked
legal merit. The Company continues to believe that the case is
without merit, and intends to continue to contest the action
vigorously. Since the Boards receipt of advisory
counsels report, the parties have been engaged in
discussions regarding an amicable resolution of their
differences, and no further material action has been taken with
respect to the litigation.

Note 8:  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

8



---



##### Table of Contents





Segment detail is summarized as follows (in thousands):

|                                |                         |                 |        |            |        |                 |        |               |        |      |       |        |        |      |     |        |        |   |        |     |     |   |        |       |       |   |       |        |        |   |       |        |        | 
|------------------------------- | ----------------------- | --------------- | ------ | ---------- | ------ | --------------- | ------ | ------------- | ------ | ---- | ----- | ------ | ------ | ---- | --- | ------ | ------ | - | ------ | --- | --- | - | ------ | ----- | ----- | - | ----- | ------ | ------ | - | ----- | ------ | ------ | 
|                                |                         |                 |        |            |        |                 |        |               |        |      |       |        |        |     
|                                |                         |                 |        |            |        | Tower Ownership |        |               |        |     
|                                |                         | Engineering and |        | Program    |        | and             |        |              
|                                |                         | Design          |        | Management |        | Management      |        | Segment Total
|                                |                         |                 |        |            |        |                 |        |              
|                                |                         | 1998            |        | 1999       |        | 1998            |        | 1999          |        | 1998 |       | 1999   |        | 1998 |     | 1999  
|                                |                         |                 |        |            |        |                 |        |               |        |      |       |        |        |      |     |       
|Nine Months Ended September 30, |                         |                 |        |            |        |                 |        |               |        |      |       |        |        |      |     |        |        |   |        |     |     |   |        |       |       |   |       |        |        |   |       |       
|                               
|                               
|                               
|                               
|Revenues:                       |                         |                 |        |            |        |                 |        |               |        |      |       |        |        |      |     |        |        |   |        |     |     |   |        |       |       |   |       |        |        |   |       |       
|                               
|                               
|                               
|                               
|                                | From external customers |                 | $      | 52,101     |        |                 | $      | 39,597        |        |      | $     | 13,982 |        |      | $   | 10,964 |        |   | $      | 576 |     |   | $      | 1,485 |       |   | $     | 66,659 |        |   | $     | 52,046 |       
|                               
|                               
|                               
|                               
|                                | Inter-segment revenue   |                 |        | 1,100      |        |                 |        | 283           |        |      |       |       |        |      |     | 61     |        |   |        |    |     |   |        |      |       |   |       | 1,100  |        |   |       | 344    |       
|                                |                         |                 |        |            |        |                 |        |               |        |      |       |        |        |      |     |        |        |   |        |     |     |   |        |       |       |   |       |        |        |   |       |       
|                                |                         | Total revenue   |        | $          | 53,201 |                 |        | $             | 39,880 |      |       | $      | 13,982 |      |     | $      | 11,025 |   |        | $   | 576 |   |        | $     | 1,485 |   |       | $      | 67,759 |   |       | $      | 52,390 | 
|                                |                         |                 |        |            |        |                 |        |               |        |      |       |        |        |      |     |        |        |   |        |     |     |   |        |       |       |   |       |        |        |   |       |       
|Net income (loss)               |                         | $               | 6,259  |            |        | $               | 4,860  |               |        | $    | 3,884 |        |        | $    | 911 |        |        | $ | (2,657 | )   |     | $ | (3,357 | )     |       | $ | 7,486 |        |        | $ | 2,414 |       
|                                |                         |                 |        |            |        |                 |        |               |        |      |       |        |        |      |     |        |        |   |        |     |     |   |        |       |       |   |       |        |        |   |       |       
|Total assets                    |                         | $               | 32,850 |            |        | $               | 22,372 |               |        | $    |      |        |        | $    |    |        |        | $ | 14,986 |     |     | $ | 30,796 |       |       |   |       |        |        |   |       |       
|                                |                         |                 |        |            |        |                 |        |               |        |      |       |        |        |      |     |        |        |   |        |     |     |   |        |       |       |   |       |        |        |   |       |       

|                                 |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |     |       |       |   |        |     |     |   |        |     |     |   |      |        |        |   |     |        |        | 
|-------------------------------- | ----------------------- | --------------- | ------ | ---------- | ------ | --------------- | ------ | ------------- | ------ | ---- | ----- | ----- | ----- | ---- | --- | ----- | ----- | - | ------ | --- | --- | - | ------ | --- | --- | - | ---- | ------ | ------ | - | --- | ------ | ------ | 
|                                 |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |     
|                                 |                         |                 |        |            |        | Tower Ownership |        |               |        |     
|                                 |                         | Engineering and |        | Program    |        | and             |        |              
|                                 |                         | Design          |        | Management |        | Management      |        | Segment Total
|                                 |                         |                 |        |            |        |                 |        |              
|                                 |                         | 1998            |        | 1999       |        | 1998            |        | 1999          |        | 1998 |       | 1999  |       | 1998 |     | 1999 
|                                 |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |     |      
|Three Months Ended September 30, |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |     |       |       |   |        |     |     |   |        |     |     |   |      |        |        |   |     |       
|                                
|                                
|                                
|                                
|Revenues:                        |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |     |       |       |   |        |     |     |   |        |     |     |   |      |        |        |   |     |       
|                                
|                                
|                                
|                                
|                                 | From external customers |                 | $      | 16,486     |        |                 | $      | 12,731        |        |      | $     | 5,502 |       |      | $   | 4,706 |       |   | $      | 248 |     |   | $      | 805 |     |   | $    | 22,236 |        |   | $   | 18,242 |       
|                                
|                                
|                                
|                                
|                                 | Inter-segment revenue   |                 |        | 195        |        |                 |        | 32            |        |      |       |      |       |      |     | 10    |       |   |        |    |     |   |        |    |     |   |      | 195    |        |   |     | 42     |       
|                                 |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |     |       |       |   |        |     |     |   |        |     |     |   |      |        |        |   |     |       
|                                 |                         | Total revenue   |        | $          | 16,681 |                 |        | $             | 12,763 |      |       | $     | 5,502 |      |     | $     | 4,716 |   |        | $   | 248 |   |        | $   | 805 |   |      | $      | 22,431 |   |     | $      | 18,284 | 
|                                 |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |     |       |       |   |        |     |     |   |        |     |     |   |      |        |        |   |     |       
|Net income (loss)                |                         | $               | (350   | )          |        | $               | 1,078  |               |        | $    | 1,233 |       |       | $    | 577 |       |       | $ | (1,135 | )   |     | $ | (1,120 | )   |     | $ | (252 | )      |        | $ | 535 |       
|                                 |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |     |       |       |   |        |     |     |   |        |     |     |   |      |        |        |   |     |       
|Total assets                     |                         | $               | 32,850 |            |        | $               | 22,372 |               |        | $    |      |       |       | $    |    |       |       | $ | 14,986 |     |     | $ | 30,796 |     |     |   |      |        |        |   |     |       
|                                 |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |     |       |       |   |        |     |     |   |        |     |     |   |      |        |        |   |     |       

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

|                                                       |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |        |  
|------------------------------------------------------ |  | ------------------ | ------ | ----------------- |  | ---- | ------ | ---- |  | - | ------- | - |  | - | ------ | -
|                                                       |  |                    |        |                  
|                                                       |  | Three Months Ended |        | Nine Months Ended
|                                                       |  | September 30,      |        | September 30,    
|                                                       |  |                    |        |                  
|                                                       |  | 1998               |        | 1999              |  | 1998 |        | 1999
|                                                       |  |                    |        |                   |  |      |        |     
|Segment total                                          |  | $                  | (252   | )                 |  | $    | 535    |      |  | $ | 7,486   |   |  | $ | 2,414  |  
|                                                      
|                                                      
|                                                      
|                                                      
|Unallocated Corporate Expenditures                     |  |                    | (3,248 | )                 |  |      | (1,693 | )    |  |   | (11,019 | ) |  |   | (8,388 | )
|                                                      
|                                                      
|                                                      
|                                                      
|Eliminations                                           |  |                    | (26    | )                 |  |      | (2     | )    |  |   | (94     | ) |  |   | (245   | )
|                                                       |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |        |  
|Loss from Continuing Operations                        |  |                    | (3,526 | )                 |  |      | (1,160 | )    |  |   | (3,627  | ) |  |   | (6,219 | )
|                                                      
|                                                      
|                                                      
|                                                      
|Loss from Discontinued Operations, net of tax benefits |  |                    | (3,553 | )                 |  |      |       |      |  |   | (5,349  | ) |  |   |       |  
|                                                       |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |        |  
|Net loss                                               |  | $                  | (7,079 | )                 |  | $    | (1,160 | )    |  | $ | (8,976  | ) |  | $ | (6,219 | )
|                                                       |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |        |  

9



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##### Table of Contents



Note 9:  Subsequent Events

On October 22, 1999, the Company sold its products
businesses, which consist of the design, development,
manufacture, marketing, sale and servicing of field testing and
measurement products (and related software) and network planning
software for the wireless communications industry (the
Products Businesses), to Ericsson Radio Systems AB, a
 Swedish corporation, and certain of its affiliates
(Ericsson), pursuant to an Asset Purchase Agreement,
dated as of August 25, 1999.

Pursuant to the Agreement, the Company transferred substantially
all of the assets of the Products Businesses for a purchase price
 of approximately $22.5 million, which is subject to a
post-closing adjustment to be made based upon any differences in
the net asset value of the Products Businesses as of
March 31, 1999 and as of the closing date (the
Post-Closing Purchase Price Adjustment) as well as
post-closing collection of certain accounts receivable of the
Products Business sold to Ericsson as part of the transaction.
The purchase price was determined by negotiation between the
Company and Ericsson. In addition, Ericsson assumed certain of
the liabilities of the Products Businesses, including, among
others, certain liabilities arising with respect to the Products
Businesses in the ordinary course of business consistent with
past practice and certain liabilities arising under assumed
contracts. As part of the transaction, the Company entered into
product supply agreements and a software license and related
support agreement with Ericsson pursuant to which the Company
will purchase or license certain of the products which were sold
to Ericsson.

To date, the Company has received cash proceeds from the
transaction of approximately $18.5 million. These proceeds
were applied to the Companys outstanding balance under its
credit facility ($17.0 million), with the balance used as
current working capital. Additional cash proceeds may be payable
upon completion of the Post-Closing Purchase Price Adjustment,
which is expected to occur by December 1, 1999, and
post-closing collections of certain of the accounts receivable
sold to Ericsson. The Company expects to realize a one-time
pre-tax gain from the transaction of approximately
$4.0 million, subject to any adjustments arising out of the
Post-Closing Purchase Price Adjustment and the actual
post-closing accounts receivable collections. The transaction
will be recorded as part of the Companys fourth quarter
results.

On November 9, 1999, the Company prepaid, in full, the
$1.1 million promissory note issued to Telcom Ventures to
fund the Companys investment in Tecnosistemi (See
Note 6: Note Payable).

10



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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 and Nine Months Ended September 30, 1998
and 1999

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
 financing plans, the divestiture of the Companys product
businesses, the Companys ability to pursue and secure new
business opportunities, and compliance with Year 2000 issues. 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, 1998.

Overview

The Company is one of the worlds largest independent
suppliers of integrated end to end infrastructure consulting
services (including radio frequency (RF) engineering,
 program management, site acquisition, zoning, construction and
construction management services to the wireless
telecommunications industry. The Company has provided many of
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 Companys revenues are generated through contracts for
RF engineering and program management 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 program management 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.

In March 1999, the Companys Board of Directors adopted
 a plan to dispose of the operations comprising its software and
hardware segments (the Products Businesses). Software
 products develops software and data which support the design and
 operation of wireless communications systems. Hardware products
are used in the implementation, testing and maintenance of
wireless communications systems. The sale of the product segments
 was completed in October 1999.

Service revenues consist of revenues from engineering design
services and program management services. Tower ownership and
management revenues consist of lease revenue from the leasing of
space on telecommunications towers to wireless communication
carriers. The leases generally have initial terms of 5 to
11 years and generally include multiple options to renew
upon similar terms at the option of the lessee. In general, the
lease terms include periodic adjustments to base rent. 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 program management services and direct 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.

11



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##### Table of Contents



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, program management and tower
ownership and management services.

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           |       | Nine Months Ended
|                                                    |                                | September 30,                |       | September 30,    
|                                                    |                                |                              |       |                  
|                                                    |                                | 1998                         |       | 1999              |       | 1998 |      | 1999
|                                                    |                                |                              |       |                   |       |      |      |     
|Revenues:                                           |                                |                              |       |                   |       |      |      |      |       |   |      |      |       |   |       |     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Services                       |                              |       | 98.9              | %     |      |      | 95.6 | %     |   |      | 99.1 | %     |   |       | 97.1 | %    
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Tower ownership and management |                              |       | 1.1               |       |      |      | 4.4  |       |   |      | 0.9  |       |   |       | 2.9  |      
|                                                    |                                |                              |       |                   |       |      |      |      |       |   |      |      |       |   |       |     
|                                                    |                                | Total revenues               |       |                   | 100.0 | %    |      |      | 100.0 | % |      |      | 100.0 | % |       |      | 100.0 | %
|                                                   
|                                                   
|                                                   
|                                                   
|Cost of revenues                                    |                                |                              | 80.1  | %                 |       |      | 74.2 | %    |       |   | 74.4 | %    |       |   | 73.0  | %   
|                                                    |                                |                              |       |                   |       |      |      |      |       |   |      |      |       |   |       |     
|Gross profit                                        |                                |                              | 19.9  | %                 |       |      | 25.8 | %    |       |   | 25.6 | %    |       |   | 27.0  | %   
|                                                    |                                |                              |       |                   |       |      |      |      |       |   |      |      |       |   |       |     
|Operating expenses:                                 |                                |                              |       |                   |       |      |      |      |       |   |      |      |       |   |       |     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Sales and marketing            |                              |       | 3.9               |       |      |      | 6.9  |       |   |      | 4.0  |       |   |       | 7.8  |      
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | General and administrative     |                              |       | 36.6              |       |      |      | 22.2 |       |   |      | 25.5 |       |   |       | 26.0 |      
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Non-cash compensation          |                              |       | 0.2               |       |      |      | 0.0  |       |   |      | 0.4  |       |   |       | 0.0  |      
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Depreciation and amortization  |                              |       | 3.1               |       |      |      | 4.3  |       |   |      | 2.6  |       |   |       | 4.5  |      
|                                                    |                                |                              |       |                   |       |      |      |      |       |   |      |      |       |   |       |     
|                                                    |                                | Total operating expenses     |       |                   | 43.8  | %    |      |      | 33.4  | % |      |      | 32.5  | % |       |      | 38.3  | %
|                                                    |                                |                              |       |                   |       |      |      |      |       |   |      |      |       |   |       |     
|Operating loss                                      |                                |                              | (23.9 | )%                |       |      | (7.6 | )%   |       |   | (6.9 | )%   |       |   | (11.3 | )%  
|                                                    |                                |                              |       |                   |       |      |      |      |       |   |      |      |       |   |       |     
|Other income (expense):                             |                                |                              |       |                   |       |      |      |      |       |   |      |      |       |   |       |     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Interest income                |                              |       | .7                |       |      |      | 1.1  |       |   |      | 1.0  |       |   |       | 0.8  |      
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Interest expense               |                              |       | (2.6              | )     |      |      | (2.3 | )     |   |      | (2.6 | )     |   |       | (3.9 | )    
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Other                          |                              |       | (0.5              | )     |      |      | (0.3 | )     |   |      | (0.5 | )     |   |       | (2.7 | )    
|                                                    |                                |                              |       |                   |       |      |      |      |       |   |      |      |       |   |       |     
|                                                    |                                | Total other income (expense) |       |                   | (2.4  | )    |      |      | (1.5  | ) |      |      | (2.1  | ) |       |      | (5.8  | )
|                                                    |                                |                              |       |                   |       |      |      |      |       |   |      |      |       |   |       |     
|Loss from continuing operations before income taxes |                                |                              | (26.3 | )                 |       |      | (9.1 | )    |       |   | (9.0 | )    |       |   | (17.1 | )   
|                                                    |                                |                              |       |                   |       |      |      |      |       |   |      |      |       |   |       |     
|Benefit for income taxes                            |                                |                              | (10.4 | )                 |       |      | (2.7 | )    |       |   | (3.6 | )    |       |   | (5.2  | )   
|                                                    |                                |                              |       |                   |       |      |      |      |       |   |      |      |       |   |       |     
|Loss from continuing operations                     |                                |                              | (15.9 | )%                |       |      | (6.4 | )%   |       |   | (5.4 | )%   |       |   | (11.9 | )%  
|                                                    |                                |                              |       |                   |       |      |      |      |       |   |      |      |       |   |       |     

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##### Table of Contents



Three Months Ended September 30, 1998

Compared to


Three Months Ended September 30, 1999


Revenues.Revenues for the three months ended
September 30, 1999 were $18.2 million compared to
$22.2 million for the prior year, a decrease of
$4.0 million or 18.0%. Engineering and design services
revenue constituted $3.8 million of the revenue decline,
with $3.3 million (87%) attributed to the softened market
conditions in Asia Pacific and Brazil.

Cost of Revenues.Cost of revenues for the three months
ended September 30, 1999 was $13.5 million compared to
$17.8 million for the prior year, a decrease of $4.3 million
 or 24.0%. As a percentage of total revenues, cost of revenues
was 74.2% and 80.1% for 1999 and 1998, respectively. The 1998
contract costs for the three months ended September 30, 1998
 contained a large amount of non-billable expenditures making
cost of revenue as a percent of revenue significantly higher in
1998 than 1999.

Gross Profit.Gross profit for the three months ended
September 30, 1999 was $4.7 million compared to
$4.4 million for the prior year, an increase of
$0.3 million or 6.6%. As a percentage of total revenues,
gross profit was 25.8% and 19.9% for 1999 and 1998, respectively.
 Gross profit as a percentage was higher in 1999 compared to 1998
 as a result of the increased Cost of Revenue in 1998 discussed
above.

Sales and Marketing.Sales and marketing expenses were
$1.3 million for the three months ended September 30,
1999 compared to $0.9 million for the prior year, an
increase of $0.4 million. The increase is due primarily to
business development efforts related to the Companys
Europe/ Middle East/ Africa regional office.

General and Administrative.General and administrative
expenses were $4.0 million for the three months ended
September 30, 1999 compared to $8.1 million for the prior
year, a decrease of $4.1 million or 50.3%. General and
administrative expenditures in 1998 were unusually high, driven
by several large accounting transactions. The 1998 costs include
a large increase in the allowance for doubtful accounts,
$2.5 million, attributed to the Companys Asia-Pacific
customers and costs of unsuccessful merger and acquisition
activity. The 1999 general and administrative costs also received
 a one-time benefit of $0.3 million relative to restructure
reserves recorded in 1998 that were not required.

Depreciation and Amortization.Depreciation and
amortization expense was $0.8 million for the three months
ended September 30, 1999 compared to $0.7 million for
the prior year, an increase of $0.1 million or 16.3%. The
increase is a result of increased depreciation related to the
Companys tower ownership and management business.

Interest Expense.Interest expense was $0.4 million
for the three months ended September 30, 1999 compared to
$0.6 million for the prior year, a decrease of $0.2 million
or 25.4%. The decrease in interest was caused by a reduction of
$0.4 million attributable to MCI Worldcom converting its
$50.0 million convertible note into equity on July 27,
1999. This savings was offset by additional interest expense on
the borrowings under the Companys credit facility with
Chase during the quarter.

Benefit for Income Taxes.The benefit for income taxes was
 $0.5 million for the three months ended September 30,
1999 compared to a benefit of $2.3 million for the prior
year. The benefit for income taxes was recorded for the three
months ended September 30, 1999 using an effective tax rate
of 30.1%, compared to 39.6% in 1998. The difference in the
effective tax rates reflects both a valuation reserve for tax
benefits related to losses from foreign operations and a
permanent difference arising from the deductibility of interest
expense from the MCI Worldcom convertible note. The decreased tax
 benefit in 1999 is largely attributable to the decline in the
loss from continuing operations.

Loss from Continuing Operations.The loss from continuing
operations was $1.2 million for the three months ended
September 30, 1999 compared to $3.5 million for the
same period in the prior year. The reduction of the 1999 loss
compared to 1998 was the result of the unusually high general and
 administrative expenditure level in 1998 caused by receivable
reserves in Asia-Pacific and costs of unsuccessful merger and
acquisition activity.

13



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##### Table of Contents



Nine months Ended September 30, 1998

Compared to


Nine months Ended September 30, 1999


Revenues.Revenues for the nine months ended
September 30, 1999 were $52.1 million compared to
$66.7 million for the prior year, a decrease of
$14.6 million or 21.9%. The 1999 revenue decline reflects
the slowdown in contract awards in late 1998 for new network
deployment contracts. The 1998 revenue remained high as several
large contracts were completed from existing backlog. Engineering
 and design services revenue constituted $12.5 million of
the revenue decline, with $7.9 million (63%) of this decline
 attributable to the softened market conditions in Asia Pacific
and Brazil. Program management revenue declined $3.0 million
 offset by rental revenue growth of $.9 million from tower
ownership and management.

Cost of Revenues.Cost of revenues for the nine months
ended September 30, 1999 was $38.0 million compared to
$49.6 million for the prior year, a decrease of
$11.6 million or 23.4%. As a percentage of total revenues,
cost of revenues was 73.0% and 74.4% for 1999 and 1998,
respectively. The reduction in the cost of revenue corresponds to
 the reduction of revenue.

Gross Profit.Gross profit for the nine months ended
September 30, 1999 was $14.0 million compared to
$17.0 million for the prior year, a decrease of
$3.0 million or 17.7%. As a percentage of total revenues,
gross profit was 27.0% and 25.6% for 1999 and 1998, respectively.

Sales and Marketing.Sales and marketing expenses were
$4.0 million for the nine months ended September 30,
1999 compared to $2.7 million for the prior year, an
increase of $1.3 million. The increase is due primarily to
business development efforts related to the Companys
Europe/ Middle East/ Africa regional office.

General and Administrative.General and administrative
expenses were $13.6 million for the nine months ended
September 30, 1999 compared to $17.0 million for the prior
year, a decrease of $3.5 million or 20.3%. General and
administrative expenditures in 1998 were unusually high, driven
by several large accounting transactions. The 1998 costs include
a large increase in the allowance for doubtful accounts,
$2.5 million, attributed to the Companys Asia-Pacific
customers and costs of unsuccessful merger and acquisition
activity.

Depreciation and Amortization.Depreciation and
amortization expense was $2.3 million for the nine months
ended September 30, 1999 compared to $1.7 million for
the prior year, an increase of $ 0.6 million or 36.8%. The
increased depreciation is related to the Companys tower
ownership and management business, reflecting the increased
number of towers that are constructed and placed-in-service. The
Company completed construction of 149 microcell towers as of
September 30, 1999 compared to 57 as of September 30,
1998.

Interest Expense.Interest expense was $2.0 million
for the nine months ended September 30, 1999 compared to
$1.7 million for the prior year, an increase of $
0.3 million or 17.6%. The increase is due to interest
expense on borrowings under the Companys credit facility
with Chase during the nine months as well as interest associated
with the $5.0 million convertible promissory note with
Telcom Ventures. The interest from the increased borrowings was
partially offset by a reduction in interest expense of $
 .4 million attributable to MCI Worldcom converting its
$50.0 million convertible note into equity on July 27,
1999.

Other (Expense).Other expense was $1.4 million for
the nine months ended September 30, 1999 compared to
$0.4 million for the prior year, an increase of
$1.0 million. The increase is due primarily to foreign
currency transaction losses of approximately $1.4 million
relative to the Companys Latin American operations. The
majority of the losses were from the Companys Brazilian
operations as a result of the devaluation of the Brazilian Real
in the first quarter of 1999.

Benefit for Income Taxes.The benefit for income taxes was
 $2.7 million for the nine months ended September 30,
1999 compared to a benefit of $2.4 million for the prior
year. The benefit for income taxes was recorded for the nine
months ended September 30, 1999 using an effective tax rate
of 30.1%, compared to 39.6% in 1998. The difference in the
effective tax rates reflects both a valuation reserve for tax
benefits related to losses from foreign operations and a
permanent difference arising from the deductibility of interest
expense

14



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##### Table of Contents





Loss from Continuing Operations.The loss from continuing
operations was $6.2 million for the nine months ended
September 30, 1999 compared to $3.6 million for the
prior year. The loss was primarily driven by the
$3.0 million reduction in gross profit associated with the
decline in revenues.

Liquidity and Capital Resources

Cash and cash equivalents, were $3.0 million at
September 30, 1999 compared to $4.2 million at
December 31, 1998 a decrease of $1.2 million. Net cash
used by operations was $1.3 million for the nine months
ended September 30, 1999. Net cash used in investing
activities was $15.8 million, consisting primarily of cash
paid for additions to property and equipment. Approximately
$13.7 million of this balance was used for the construction
of telecommunications towers. Net cash provided by financing
activities was $20.1 million, which largely was cash
received from the Companys line of credit. Net cash used in
 discontinued operations was $4.2 million.

Net cash used in operations was $1.9 million for the nine
months ended September 30, 1998. Net cash used by investing
activities was $4.2 million, consisting primarily of a
decrease in short term investments ($8.6 million) offset by
cash paid for additions to property and equipment
($13.0 million). Net cash provided by financing activities
was $3.2 million, largely reflecting cash received from the
exercise of stock options. Net cash used by discontinued
operations was $5.4 million.

Working capital was $(9.1) million at September 30, 1999
versus $14.5 million at December 31, 1998, a decrease
of $23.6 million. The decrease in working capital was primarily
due to an increase of borrowings under the credit facility of
$13.6 million, an increase in accrued expenses of
$3.2 million, and an increase in deferred revenue of
$6.5 million.

In February 1998, the Company adopted a stock repurchase
program pursuant to which the Company was authorized to purchase,
 through open market transactions, privately negotiated
transactions, or in such other manner as would comply with the
provisions of the Securities Exchange Act of 1934, and the rules
and regulations thereunder, up to one million shares of
Class A Common Stock. This program expired in
February 1999. No shares were purchased by the Company under
 the program.

In March 1999, the Company amended and restated its credit
facility with The Chase Manhattan Bank, as Administrative Agent
(Chase) (the Credit Facility) which was
established in 1996. The Credit Facility, as presently in effect,
 consists of a revolving loan and letter of credit facility in an
 aggregate amount not to exceed $18.0 million for the
Company. The maximum amount available for drawing under the
Credit Facility is the sum of (1) the lesser of
$10.0 million or 85% of the amount of the Companys
receivables which are deemed eligible as a basis for
obtaining credit and (2) an aggregate amount, not to exceed
$8.0 million, which is secured by a collateralized guaranty
of Dr. Rajendra Singh, Board member of the Company and
Chairman of Telcom Ventures, to the extent that Dr. Singh
has deposited the required collateral with Chase. Dr. Singh
is not contractually committed to provide any collateral to
Chase. The revolving loan commitment will expire in
March 2000. The Company is currently engaged in discussions
with Chase to modify the existing credit facility to eliminate
the requirement for Dr. Singh to collateralize his guarantee
 of the $8.0 million portion of the loan facility.

In October 1999, the Company sold its discontinued products
businesses. To date the Company has received cash proceeds from
the transaction of $18.5 million. Additional cash proceeds
may be payable upon completion of a post-closing purchase price
adjustment, which is expected to occur by December 1999.
Post-closing collections of certain of the accounts receivable
sold as part of the sale of the discontinued business will also
provide additional proceeds. The proceeds from the sale of the
discontinued business was used to reduce the line of credit
($17.0 million) and fund current operating activities.

The Company borrowed a total of $19.1 million under the
Credit Facility during the nine months ended September 30,
1999. Borrowings were made to fund construction of
telecommunications towers and operations of the Company. In
addition, approximately $2.3 million was outstanding under
the portion of the Credit Facility for LCC Europe AS at
September 30, 1999, and is included in net assets of
discontinued operations in

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Impact of the Year 2000 Issue

The year 2000 issue results from a programming convention in
which computer programs use two digits rather than four to define
 the applicable year (the Year 2000 Issue). Software,
 hardware or firmware may recognize a date using 00
as the year 1900, rather than the year 2000. Such an inability of
 computer programs to recognize a year that begins with
20 could result in system failures, miscalculations
or errors causing disruptions of operations or other business
problems, including, among others, a temporary inability to
process transactions, send invoices or engage in similar normal
business activities.

The Company has undertaken a program to address the Year 2000
Issue with respect to the following (i) the Companys
information technology and operating systems; (ii) the
Companys non-information technology systems (such as
buildings, plant, equipment and other infrastructure systems that
 may contain embedded microcontroller technology;
(iii) certain systems of the Companys major vendors
and material service providers (insofar as they relate to the
Companys business activities with such parties); and
(iv) the Companys material clients (insofar as the
Year 2000 Issue relates to the Companys ability to provide
services to such clients). The Company believes that it has
substantially completed its Year 2000 modifications on mission
critical applications.

Internal Systems.The Company has invested in the
implementation and maintenance of accounting and reporting
systems and equipment that are intended to enable the Company to
provide adequately for its information and reporting needs and
which are also Year 2000 compliant. Substantially all of the
Companys internal systems have already been certified as
Year 2000 compliant through testing or other mechanisms, and the
Company has not delayed any systems projects due to the Year 2000
 Issue. Management believes that the future costs associated with
 Year 2000 Issues for its internal systems will be insignificant
and therefore not impact the Companys business, financial
condition and results of operations.

Third Party Systems.The Company has initiated formal
communications with all of its significant suppliers and large
customers to determine the extent to which the Company is
vulnerable to those third parties failure to remediate
their own Year 2000 Issues. The third parties that responded have
 indicated that their hardware and/or software is or is expected
to be Year 2000 compliant.

Contingency Plans.To address potential year 2000 failure,
 the Company has developed a contingency plan and will continue
to work with its vendors to incorporate their updates into the
Companys general plan.

Costs.The Company utilized both internal and external
resources to reprogram, or replace, and test software for the
Year 2000 modifications. The Company has not separately tracked
the costs incurred in connection with the Year 2000 effort;
however, total cost associated with the required modifications
and conversions is not material to the Companys
consolidated results of operations and financial position. The
total costs of the program is being funded through operating cash
 flows.

Risks.Although the Companys Year 2000 efforts are
intended to minimize the adverse effects of the Year 2000 Issue
on the Companys business and operations, the actual effects
 of the issue and the success or failure of the Companys
efforts described above cannot be known until the year 2000.
Failure by the Company and its major vendors, other material
service providers and material clients to address adequately
their respective Year 2000 issues in a timely manner could have a
 material adverse effect on the Companys business, results
of operations and financial condition.

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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
(which concerns management of Microcell, funding commitments and
other matters), the appointment of a custodian or receiver, and
unspecified monetary damages. The suit alleges, inter alia
, breach of a fiduciary duty, usurpation of corporate
opportunities, waste of Microcells corporate assets,
tortious interference with Microcells prospective business
relations, and violations of the shareholders agreement. On
 May 6, 1999, the Court ruled that the plaintiffs had served
 a demand letter on the Board of Directors and therefore, all the
 plaintiffs derivative claims were stayed pending the
Boards review and consideration of the derivative claims.
The Board of Directors retained advisory counsel in March 1999.
On May 12, 1999, the Court dismissed plaintiffs motion
 for the appointment of a custodian or receiver. Plaintiffs filed
 an amended complaint on June 9, 1999, asserting that their
claims for rescission and breach of the shareholders
agreement and for the appointment of a custodian or receiver are
direct claims. Defendants filed a motion to dismiss these claims
which is pending. Plaintiffs also filed on June 9, 1999, a
motion for a preliminary injunction on Microcells
redemption of certain shares and a motion for leave to file a
supplemental complaint. On July 27, 1999, the Court denied
both motions. Plaintiffs then filed a motion for reargument or
reconsideration which was denied on August 11, 1999. In late
 September 1999, advisory counsel to the Board of Directors
presented its report, finding among other things, that all of the
 claims raised by the plaintiffs in their demand letter lacked
legal merit. The Company continues to believe that the case is
without merit, and intends to continue to contest the action
vigorously. Since the Boards receipt of advisory
counsels report, the parties have been engaged in
discussions regarding an amicable resolution of their
differences, and no further material action has been taken with
respect to the litigation.






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



| |      |                                                                                                 
| | ---- | ------------------------------------------------------------------------------------------------
| | 4   | Amendment to LCC International, Inc. 1996 Employee Stock Option
	Plan, dated as of July 27, 1999



| |        |                                                                                                                                                                                      
| | ------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | *10   | Contract for Engineering and Construction of Terrestrial Repeater
	 Network System, by and between XM Statellite Radio  Inc.
	and LCC International, Inc. dated as of August 18, 1999

11   Calculation of Net Income Per Share

27.1  Financial Data Schedule

27.2  Financial Data Schedule

(b) Reports on Form 8-K

On July 5, 1999, the Company filed a current report on
Form 8-K which reported that on July 13, 1999, the
Company received notice of conversion of its subordinated debt.
On November 8, 1999, the Company filed a current report on
Form 8-K which reported the sale of the Companys
products businesses on October 22, 1999.





*  Confidential treatment has been requested
for certain portions of this document. The copy filed as an
exhibit omits the information subject to the confidential
treatment request.


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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: November 12, 1999 |  | Signed: /s/ DAVID N. WALKERDavid N. Walker
	Senior Vice President, Treasurer
	and Chief Financial Officer

18