##### Table of Contents






United States Securities and Exchange
Commission

Washington, DC 20549




---

Form 10-Q

(Mark One)

|     |  |                                                                                                                                         
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|    
|    
|    
|    
|[X]  |  | Quarterly report pursuant to Section 13 or 15(d) of the
	Securities
	Exchange Act of 1934
	For the quarterly period ended March 31, 2001
|     |  | or                                                                                                                                      
|[  ] |  | Transition Report Pursuant to Section 13 or 15(d) of the
	Securities
	Exchange Act of 1934
	For the transition period from   to   .     

Commission File Number: 0-21213

LCC International, Inc.

(Exact name of registrant as specified in its
charter)




---

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

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

Not Applicable




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

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

Yes  X
          No

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

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

Yes  
          No

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

As of May 7, 2001 the registrant had outstanding
12,109,770 shares of Class A Common Stock, par value
$0.01 per share (the Class A Common Stock)
and 8,446,833 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                                                                 
|                                    | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|PART II: OTHER INFORMATION         
|                                    | Item 1: Legal Proceedings                                                                    
|                                    | Item 2: Changes in Securities                                                                
|                                    | Item 3: Defaults Upon Senior Securities                                                      
|                                    | Item 4: Submission of Matters to a Vote of Security Holders                                  
|                                    | Item 5: Other Information                                                                    
|                                    | Item 6: Exhibits and Reports on Form 8-K                                                     
|Signature                          
|CALCULATION OF NET INCOME PER SHARE



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##### Table of Contents



LCC International, Inc. and Subsidiaries

Quarterly Report on Form 10-Q

For the quarter ended March 31, 2001


INDEX

|         |  |                                                                                                     |  |        |    | 
|-------- |  | --------------------------------------------------------------------------------------------------- |  | ------ | -- | 
|         |  |                                                                                                     |  | Page  
|         |  |                                                                                                     |  | Number
|         |  |                                                                                                     |  |       
|PART I:  |  | FINANCIAL INFORMATION                                                                               |  |        |    | 
|        
|        
|        
|        
|ITEM 1:  |  | FINANCIAL STATEMENTS                                                                                |  |        |    | 
|        
|        
|        
|        
|         |  | Condensed consolidated statements of operations for the three
	months ended March 31, 2000 and 2001 |  |        | 3  | 
|        
|        
|        
|        
|         |  | Condensed consolidated balance sheets as of December 31,
	2000 and March 31, 2001                   |  |        | 4  | 
|        
|        
|        
|        
|         |  | Condensed consolidated statements of cash flows for the three
	months ended March 31, 2000 and 2001 |  |        | 5  | 
|        
|        
|        
|        
|         |  | Notes to condensed consolidated financial statements                                                |  |        | 6  | 
|        
|        
|        
|        
|ITEM 2:  |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
	AND RESULTS OF OPERATIONS              |  |        | 9  | 
|        
|        
|        
|        
|PART II: |  | OTHER INFORMATION                                                                                   |  |        |    | 
|        
|        
|        
|        
|ITEM 1:  |  | Legal Proceedings                                                                                   |  |        | 13 | 
|        
|        
|        
|        
|ITEM 2:  |  | Changes in Securities                                                                               |  |        | 13 | 
|        
|        
|        
|        
|ITEM 3:  |  | Defaults Upon Senior Securities                                                                     |  |        | 13 | 
|        
|        
|        
|        
|ITEM 4:  |  | Submission of Matters to a Vote of Security Holders                                                 |  |        | 13 | 
|        
|        
|        
|        
|ITEM 5:  |  | Other Information                                                                                   |  |        | 13 | 
|        
|        
|        
|        
|ITEM 6:  |  | Exhibits and Reports on Form 8-K                                                                    |  |        | 13 | 

2



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##### Table of Contents






PART I:  FINANCIAL INFORMATION






Item 1:  Financial Statements


LCC International, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)


(Unaudited)


|                                                                      |                                                         |                    |         |         |   |   |        |        |  
|--------------------------------------------------------------------- | ------------------------------------------------------- | ------------------ | ------- | ------- | - | - | ------ | ------ | -
|                                                                      |                                                         |                   
|                                                                      |                                                         | Three Months Ended
|                                                                      |                                                         | March 31,         
|                                                                      |                                                         |                   
|                                                                      |                                                         | 2000               |         | 2001   
|                                                                      |                                                         |                    |         |        
|REVENUES:                                                             |                                                         |                    |         |         |   |   |        |       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Service                                                 |                    | $       | 29,297  |   |   | $      | 42,655 |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Tower ownership and management                          |                    |         | 849     |   |   |        |       |  
|                                                                      |                                                         |                    |         |         |   |   |        |       
|                                                                      |                                                         |                    | 30,146  |         |   |   | 42,655 |       
|                                                                      |                                                         |                    |         |         |   |   |        |       
|COST OF REVENUES:                                                     |                                                         |                    |         |         |   |   |        |       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Service                                                 |                    |         | 21,721  |   |   |        | 32,747 |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Tower ownership and management                          |                    |         | 262     |   |   |        |       |  
|                                                                      |                                                         |                    |         |         |   |   |        |       
|                                                                      |                                                         |                    | 21,983  |         |   |   | 32,747 |       
|                                                                      |                                                         |                    |         |         |   |   |        |       
|GROSS PROFIT                                                          |                                                         |                    | 8,163   |         |   |   | 9,908  |       
|                                                                      |                                                         |                    |         |         |   |   |        |       
|OPERATING (INCOME) EXPENSE:                                           |                                                         |                    |         |         |   |   |        |       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Sales and marketing                                     |                    |         | 1,873   |   |   |        | 2,006  |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | General and administrative                              |                    |         | 4,046   |   |   |        | 4,187  |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Gain on sale of tower portfolio and administration, net |                    |         | (21,218 | ) |   |        | (1,605 | )
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Depreciation and amortization                           |                    |         | 952     |   |   |        | 720    |  
|                                                                      |                                                         |                    |         |         |   |   |        |       
|                                                                      |                                                         |                    | (14,347 | )       |   |   | 5,308  |       
|                                                                      |                                                         |                    |         |         |   |   |        |       
|OPERATING INCOME                                                      |                                                         |                    | 22,510  |         |   |   | 4,600  |       
|                                                                      |                                                         |                    |         |         |   |   |        |       
|OTHER INCOME (EXPENSE):                                               |                                                         |                    |         |         |   |   |        |       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Interest income                                         |                    |         | 230     |   |   |        | 589    |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Interest expense                                        |                    |         | (228    | ) |   |        |       |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Other                                                   |                    |         | (394    | ) |   |        | (49    | )
|                                                                      |                                                         |                    |         |         |   |   |        |       
|                                                                      |                                                         |                    | (392    | )       |   |   | 540    |       
|                                                                      |                                                         |                    |         |         |   |   |        |       
|INCOME FROM OPERATIONS BEFORE INCOME TAXES                            |                                                         |                    | 22,118  |         |   |   | 5,140  |       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|PROVISION FOR INCOME TAXES                                            |                                                         |                    | 9,290   |         |   |   | 2,056  |       
|                                                                      |                                                         |                    |         |         |   |   |        |       
|NET INCOME                                                            |                                                         | $                  | 12,828  |         |   | $ | 3,084  |       
|                                                                      |                                                         |                    |         |         |   |   |        |       
|NET INCOME PER SHARE:                                                 |                                                         |                    |         |         |   |   |        |       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Basic                                                   |                    | $       | 0.64    |   |   | $      | 0.15   |  
|                                                                      |                                                         |                    |         |         |   |   |        |       
|                                                                      | Diluted                                                 |                    | $       | 0.57    |   |   | $      | 0.15   |  
|                                                                      |                                                         |                    |         |         |   |   |        |       
|WEIGHTED AVERAGE SHARES USED IN CALCULATION OF NET INCOME PER
	SHARE: |                                                         |                    |         |         |   |   |        |       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Basic                                                   |                    |         | 20,160  |   |   |        | 20,494 |  
|                                                                      |                                                         |                    |         |         |   |   |        |       
|                                                                      | Diluted                                                 |                    |         | 22,604  |   |   |        | 21,189 |  
|                                                                      |                                                         |                    |         |         |   |   |        |       

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)


|                                                                                 |                                                                                                                                   |                                         |         |             |        |   |         |        |        | 
|-------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------- | ------- | ----------- | ------ | - | ------- | ------ | ------ | 
|                                                                                 |                                                                                                                                   | December 31,                            |         | March 31,  
|                                                                                 |                                                                                                                                   | 2000                                    |         | 2001       
|                                                                                 |                                                                                                                                   |                                         |         |            
|                                                                                 |                                                                                                                                   |                                         |         | (Unaudited)
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|ASSETS:                                                                          |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Current assets:                                                                  |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Cash and cash equivalents                                                                                                         |                                         | $       | 22,271      |        |   | $       | 18,863 |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Short-term investments                                                                                                            |                                         |         | 20,064      |        |   |         | 19,986 |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Receivables, net of allowance for doubtful accounts of $1,829
	and $1,942 at December 31, 2000 and March 31, 2001,
	respectively: |                                         |         |             |        |   |         |        |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 |                                                                                                                                   | Trade accounts receivable               |         |             | 31,306 |   |         |        | 29,869 | 
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 |                                                                                                                                   | Due from related parties and affiliates |         |             | 746    |   |         |        | 634    | 
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 |                                                                                                                                   | Unbilled receivables                    |         |             | 17,050 |   |         |        | 20,479 | 
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Deferred income taxes, net                                                                                                        |                                         |         | 1,850       |        |   |         | 2,513  |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Prepaid expenses and other current assets                                                                                         |                                         |         | 1,858       |        |   |         | 1,771  |       
|                                                                                 |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                 |                                                                                                                                   | Total current assets                    |         |             | 95,145 |   |         |        | 94,115 | 
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Property and equipment, net                                                      |                                                                                                                                   |                                         | 5,638   |             |        |   | 5,886   |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Investments                                                                      |                                                                                                                                   |                                         | 3,650   |             |        |   | 5,369   |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Deferred income taxes, net                                                       |                                                                                                                                   |                                         | 5,066   |             |        |   | 3,428   |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Other assets                                                                     |                                                                                                                                   |                                         | 546     |             |        |   | 514     |       
|                                                                                 |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                 |                                                                                                                                   | $                                       | 110,045 |             |        | $ | 109,312 |       
|                                                                                 |                                                                                                                                   |                                         |         |             |        |   |         |       
|LIABILITIES AND SHAREHOLDERS EQUITY:                                            |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Current liabilities:                                                             |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Accounts payable                                                                                                                  |                                         | $       | 5,926       |        |   | $       | 6,946  |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Accrued expenses                                                                                                                  |                                         |         | 10,465      |        |   |         | 9,634  |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Accrued employee compensation and benefits                                                                                        |                                         |         | 12,420      |        |   |         | 10,742 |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Deferred revenue                                                                                                                  |                                         |         | 332         |        |   |         | 150    |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Income taxes payable                                                                                                              |                                         |         | 5,725       |        |   |         | 5,828  |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Other current liabilities                                                                                                         |                                         |         | 817         |        |   |         | 1,573  |       
|                                                                                 |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                 |                                                                                                                                   | Total current liabilities               |         |             | 35,685 |   |         |        | 34,873 | 
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Other liabilities                                                                                                                 |                                         |         | 5,944       |        |   |         | 3,020  |       
|                                                                                 |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                 |                                                                                                                                   | Total liabilities                       |         |             | 41,629 |   |         |        | 37,893 | 
|                                                                                 |                                                                                                                                   |                                         |         |             |        |   |         |       
|Preferred stock:                                                                 |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | 10,000 shares authorized; 0 shares issued and outstanding                                                                         |                                         |         |            |        |   |         |       |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Class A common stock, $0.01 par value:                                           |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | 70,000 shares authorized; 12,040 and 12,088 shares issued and
	outstanding at December 31, 2000 and March 30, 2001,
	respectively |                                         |         | 120         |        |   |         | 121    |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Class B common stock, $0.01 par value:                                           |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | 20,000 shares authorized; 8,450 and 8,447 shares issued and
	outstanding at December 31, 2000 and March 31, 2001,
	respectively   |                                         |         | 85          |        |   |         | 85     |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Paid-in capital                                                                  |                                                                                                                                   |                                         | 91,407  |             |        |   | 91,745  |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Accumulated deficit                                                              |                                                                                                                                   |                                         | (18,381 | )           |        |   | (15,297 | )     
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Notes receivable from shareholders                                               |                                                                                                                                   |                                         | (2,325  | )           |        |   | (2,325  | )     
|                                                                                 |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                 | Subtotal                                                                                                                          |                                         |         | 70,906      |        |   |         | 74,329 |       
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Accumulated other comprehensive loss  foreign
	currency translation adjustments |                                                                                                                                   |                                         | (2,490  | )           |        |   | (2,910  | )     
|                                                                                 |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                 |                                                                                                                                   | Total shareholders equity              |         |             | 68,416 |   |         |        | 71,419 | 
|                                                                                 |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                 |                                                                                                                                   | $                                       | 110,045 |             |        | $ | 109,312 |       
|                                                                                 |                                                                                                                                   |                                         |         |             |        |   |         |       

See accompanying notes to condensed consolidated financial
statements.

4



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##### Table of Contents



LCC International, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)


(Unaudited)


|                                                     |                                                                                |                                              |                                          |         |         |         |        |        |        |        |  
|---------------------------------------------------- | ------------------------------------------------------------------------------ | -------------------------------------------- | ---------------------------------------- | ------- | ------- | ------- | ------ | ------ | ------ | ------ | -
|                                                     |                                                                                |                                             
|                                                     |                                                                                | Three Months Ended                          
|                                                     |                                                                                | March 31,                                   
|                                                     |                                                                                |                                             
|                                                     |                                                                                | 2000                                         |                                          | 2001   
|                                                     |                                                                                |                                              |                                          |        
|Cash flows from operating activities:                |                                                                                |                                              |                                          |         |         |         |        |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Net income                                                                     |                                              | $                                        | 12,828  |         |         | $      | 3,084  |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Adjustments to reconcile net income to net cash used in
	operating activities: |                                              |                                          |         |         |         |        |        |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                | Depreciation and amortization                |                                          |         | 952     |         |        |        | 720    |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                | Provision for doubtful accounts              |                                          |         |        |         |        |        | 262    |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                | Gain on sale of tower portfolio              |                                          |         | (21,218 | )       |        |        | (1,605 | )     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                | Changes in operating assets and liabilities: |                                          |         |         |         |        |        |        |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                |                                              | Trade, unbilled, and other receivables   |         |         | (11,745 | )      |        |        | (2,138 | )
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                |                                              | Accounts payable and accrued expenses    |         |         | (4,737  | )      |        |        | (1,489 | )
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                |                                              | Other current assets and liabilities     |         |         | 240     |        |        |        | 791    |  
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                |                                              | Other non-current assets and liabilities |         |         | (8,744  | )      |        |        | (586   | )
|                                                     |                                                                                |                                              |                                          |         |         |         |        |       
|Net cash used in operating activities                |                                                                                |                                              | (14,936                                  | )       |         |         | (961   | )     
|                                                     |                                                                                |                                              |                                          |         |         |         |        |       
|Cash flows from investing activities:                |                                                                                |                                              |                                          |         |         |         |        |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | (Purchases) sales of short term investments                                    |                                              |                                          | (13,557 | )       |         |        | 78     |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Purchases of property and equipment                                            |                                              |                                          | (1,326  | )       |         |        | (1,087 | )     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Investments                                                                    |                                              |                                          |        |         |         |        | (1,732 | )     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Proceeds from tower portfolio sale, net                                        |                                              |                                          | 57,655  |         |         |        |       |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Redemption of minority shareholders                                            |                                              |                                          | (7,174  | )       |         |        |       |       
|                                                     |                                                                                |                                              |                                          |         |         |         |        |       
|Net cash provided by (used in) investing activities  |                                                                                |                                              | 35,598                                   |         |         |         | (2,741 | )     
|                                                     |                                                                                |                                              |                                          |         |         |         |        |       
|Cash flows from financing activities:                |                                                                                |                                              |                                          |         |         |         |        |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Proceeds from issuance of common stock, net                                    |                                              |                                          | 112     |         |         |        | 162    |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Proceeds from exercise of options                                              |                                              |                                          | 1,176   |         |         |        | 132    |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Proceeds from line of credit                                                   |                                              |                                          | 9,700   |         |         |        |       |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Payments on line of credit                                                     |                                              |                                          | (14,235 | )       |         |        |       |       
|                                                     |                                                                                |                                              |                                          |         |         |         |        |       
|Net cash provided by (used in) financing activities  |                                                                                |                                              | (3,247                                   | )       |         |         | 294    |       
|                                                     |                                                                                |                                              |                                          |         |         |         |        |       
|Net increase (decrease) in cash and cash equivalents |                                                                                |                                              | 17,415                                   |         |         |         | (3,408 | )     
|                                                    
|                                                    
|                                                    
|                                                    
|Cash and cash equivalents at beginning of period     |                                                                                |                                              | 1,951                                    |         |         |         | 22,271 |       
|                                                     |                                                                                |                                              |                                          |         |         |         |        |       
|Cash and cash equivalents at end of period           |                                                                                | $                                            | 19,366                                   |         |         | $       | 18,863 |       
|                                                     |                                                                                |                                              |                                          |         |         |         |        |       
|Supplemental disclosures of cash flow information:   |                                                                                |                                              |                                          |         |         |         |        |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Cash paid during the quarter for:                                              |                                              |                                          |         |         |         |        |        |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                | Interest                                     |                                          | $       | 196     |         |        | $      |       |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                | Income taxes                                 |                                          |         | 413     |         |        |        | 851    |       

See accompanying notes to condensed consolidated financial
statements.

5



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##### Table of Contents



LCC International, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)


Note 1:  Description of Operations

LCC International, Inc. and subsidiaries (referred to herein as
the Company) provide end-to-end solutions for
wireless voice and data communications networks with offerings
ranging from high level technical consulting, system design and
deployment and ongoing management and optimization services.

The Company operates in a highly competitive environment subject
to rapid technological change and emergence of new technologies.
Historically, the key drivers of growth in the Companys
wireless service business have been (1) the issuance of new
or additional licenses to wireless operators; (2) the
introduction of new services or technologies; (3) increases
in the number of subscribers served by wireless operators; and
(4) the increasing complexity of wireless systems in
operation. Although the Company believes that its services are
transferable to emerging technologies, rapid changes in
technology could have an adverse financial impact on the Company.

Note 2:  Basis of Presentation

The condensed consolidated financial statements of the Company
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 consolidated financial statements prepared in accordance
with accounting principles generally accepted in the United
States of America 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, 2000. 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

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 accounting principles
generally accepted in the United States of America are included
in comprehensive income, but excluded from net income. Other
comprehensive income consists solely of foreign currency
translation adjustments at March 31, 2000 and 2001.
Comprehensive income, for the three months ended March 31
is as follows (in thousands).

|                                                            |  |      |        |      |  |   |       |  
|----------------------------------------------------------- |  | ---- | ------ | ---- |  | - | ----- | -
|                                                            |  | 2000 |        | 2001
|                                                            |  |      |        |     
|Net income                                                  |  | $    | 12,828 |      |  | $ | 3,084 |  
|                                                            |  |      |        |      |  |   |       |  
|Other comprehensive loss, before tax                        |  |      | (199   | )    |  |   | (700  | )
|                                                           
|                                                           
|                                                           
|                                                           
|Income tax benefit related to items of comprehensive income |  |      | (75    | )    |  |   | (280  | )
|                                                            |  |      |        |      |  |   |       |  
|Other comprehensive loss, net of tax                        |  |      | (124   | )    |  |   | (420  | )
|                                                            |  |      |        |      |  |   |       |  
|Comprehensive income                                        |  | $    | 12,704 |      |  | $ | 2,664 |  
|                                                            |  |      |        |      |  |   |       |  

6



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##### Table of Contents



Note 4:  Investments

In February 2001, the Company invested an additional
$1.7 million to maintain its 15.0% interest in Plan +
Design Netcare AG (PDN). In addition to the
investment, the Company entered into a five-year joint marketing
agreement with PDN. The Company uses the cost method to account
for this investment.

Note 5:  Tower Portfolio Sale and Administration

During March 2000, Microcell Management, Inc.
(Microcell), a subsidiary of the Company, completed
the initial closing of the sale of its telecommunication tower
portfolio to Pinnacle Towers Inc. (Pinnacle)
pursuant to an Asset Purchase Agreement between Pinnacle and
Microcell. Pursuant to the Asset Purchase Agreement, Microcell
agreed to sell up to 197 tower sites owned or to be constructed
by Microcell for a total purchase price of up to
$80 million in cash payable as the sites are conveyed to
Pinnacle. As of December 31, 2000, 177 tower sites were
conveyed to Pinnacle for net proceeds of $72.2 million.
While some portion of the remaining towers may convey in the
future, the Company believes substantially all of the towers
that will convey have been conveyed to Pinnacle.

As a part of the sale transaction, Microcell and Pinnacle
entered into a Master Antenna Site Lease pursuant to which
Microcell has agreed to lease, until December 31, 2002, the
unoccupied space on each telecommunication tower sold to
Pinnacle. The Company had deferred $5.2 million of the gain
as of December 31, 2000 which relates to the remaining
lease obligations under the Master Antenna Site Lease. The
Company recognized $1.6 million of the gain during the
quarter ended March 2001 due to the subleasing of a portion
of the unoccupied space on some of the telecommunication towers.
The remaining $3.6 million is included in current and other
long-term liabilities as of March 31, 2001.

During 2000, Microcell and Pinnacle have also entered into a
Tower Services Agreement pursuant to which Microcell will
provide Pinnacle with audit, maintenance, and program management
services regarding site improvement and capacity upgrades for an
initial 204 sites and additional sites that may be added by
mutual agreement. The Services Agreement provides for minimum
annual payments to Microcell of $10 million for project
management and audit services; it also provides for
approximately $1.0 million per year for maintenance
services based on the current number of sites as to which
Microcell has been engaged. In each case, the pricing and scope
of services are subject to annual review and re-negotiation on
or around June 1 of each year.

Note 6:  Contingencies

The Company is party to various non-material legal proceedings
and claims incidental to its business. Management does not
believe that these maters will have a material adverse affect on
the consolidated results of operations or financial condition of
the Company.

Note 7:  Segment Information

The Companys operating segments include Services (Design
Services and Deployment Services) and Tower ownership and
management. Design Services provides engineering and design
services for cellular phone system operators, personal
communication system (PCS) operators and other
wireless communication system providers. Deployment Services
provides program and construction management services related to
the build-out of wireless communication systems.

7



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##### Table of Contents



Segment detail is summarized as follows (in thousands):

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

|                                  |                                     |               |         |                 |        |         |       |   |   |   |         |        |        | 
|--------------------------------- | ----------------------------------- | ------------- | ------- | --------------- | ------ | ------- | ----- | - | - | - | ------- | ------ | ------ | 
|                                  |                                     |               |         | Tower Ownership |        | Segment
|                                  |                                     | Services      |         | and Management  |        | Total  
|                                  |                                     |               |         |                 |        |        
|Three Months Ended March 31, 2001 |                                     |               |         |                 |        |         |       |   |   |   |         |       
|Revenues                          |                                     |               |         |                 |        |         |       |   |   |   |         |       
|                                 
|                                 
|                                 
|                                 
|                                  | Net revenue from external customers |               | $       | 42,655          |        |         | $     |  |   |   | $       | 42,655 |       
|                                 
|                                 
|                                 
|                                 
|                                  | Inter-segment revenue               |               |         |                |        |         |       |  |   |   |         |       |       
|                                  |                                     |               |         |                 |        |         |       |   |   |   |         |       
|                                  |                                     | Total revenue |         | $               | 42,655 |         |       | $ |  |   |         | $      | 42,655 | 
|                                  |                                     |               |         |                 |        |         |       |   |   |   |         |       
|Net income                        |                                     | $             | 3,580   |                 |        | $       | 923   |   |   | $ | 4,503   |       
|                                  |                                     |               |         |                 |        |         |       |   |   |   |         |       
|Total assets                      |                                     | $             | 107,586 |                 |        | $       | 1,726 |   |   | $ | 109,312 |       
|                                  |                                     |               |         |                 |        |         |       |   |   |   |         |       

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

|     |            |         |   |              |  |              |   |                    |   |  |   |     |  |  |   |        | 
|---- | ---------- | ------- | - | ------------ |  | ------------ | - | ------------------ | - |  | - | --- |  |  | - | ------ | 
|     |            |         |   | Unallocated  |  |              |   |                   
|     |            | Segment |   | Corporate    |  |              |   |                   
|     |            | Total   |   | Expenditures |  | Eliminations |   | Consolidated Total
|     |            |         |   |              |  |              |   |                   
|2000 |            |         |   |              |  |              |   |                    |   |  |   |     |  |  |   |       
|    
|    
|    
|    
|     | Net income |         | $ | 23,494       |  |              | $ | (10,666            | ) |  | $ |    |  |  | $ | 12,828 | 
|     |            |         |   |              |  |              |   |                    |   |  |   |     |  |  |   |       
|2001 |            |         |   |              |  |              |   |                    |   |  |   |     |  |  |   |       
|    
|    
|    
|    
|     | Net income |         | $ | 4,503        |  |              | $ | (1,694             | ) |  | $ | 275 |  |  | $ | 3,084  | 
|     |            |         |   |              |  |              |   |                    |   |  |   |     |  |  |   |       

Note 8:  Recovery of Receivables

On March 28, 2001, the United States Bankruptcy Court,
District of Maryland, Northern Division, entered an order
confirming the Amended Joint Plan of Reorganization Under
Chapter 11 (the Plan) for DCR PCS, Inc.
(DCR) and Pocket Communications, Inc.
(Pocket). The Plan provides that the Companys
claim against DCR will be allowed in the amount of
$5.0 million. The Company received payment of
$5.0 million on April 11, 2001 which will be
recognized during the quarter ended June 30, 2001. The Plan
also provides that LCCs general unsecured claim against
Pocket will be allowed in the amount filed minus
$5.0 million, or approximately $12.4 million, which is
to be paid at the same percentage recovery received by the
Pocket general unsecured creditors as a class (excluding certain
creditors which also hold secured claims under the Plan and who
have agreed to forgo recovery on the first $5.8 million in
available funds) after the resolution of certain remaining
disputed claims and the calculation of administrative fees and
expenses of the estate. Based on the estimates of the Official
Committee of Unsecured Creditors, there is a potential of
recovery on the Pocket general unsecured claims of 10% to 16% of
the allowed amount. Any additional amounts recovered will be
recognized if and when received.

During 1997, the Company recorded a charge for receivables due
from a Malaysian corporation. On March 15, 2001, the
Company received payment of $2.1 million, net of taxes
withheld at the source of $0.4 million, as complete
settlement on these balances after the Malaysian corporation
successfully emerged from bankruptcy. This amount has been
recognized as a recovery of bad debt during the quarter ended
March 31, 2001 and was recorded as a reduction in general
and administrative expense.

8



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##### Table of Contents



LCC International, Inc. and Subsidiaries






Managements Discussion and Analysis of

Financial Condition and Results of Operations


For the Three Months Ended March 31, 2000 and 2001

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 includes, without limitation, forward-looking
statements regarding the Companys ability to pursue and
secure new business opportunities, its tower business, and its
working capital. A more complete discussion of business risks is
included in the Companys Annual Report on Form 10-K
for the year ended December 31, 2000.

Overview

The Company provides integrated end-to-end solutions for
wireless voice and data communications networks with offerings
ranging from high level technical consulting, system design and
deployment and ongoing management and optimization services.
Since its inception in 1983, the Company has delivered wireless
network solutions to more than 200 customers in over 50
countries.

In the last two years, the Company has made several strategic
decisions that have enable it to return to its core competency
in providing end-to-end wireless services. In October 1999,
the company disposed of its software product business and, in
March 2000, the Company sold its telecommunication tower
business. In addition, during the last two years, the Company
has entered into a number of joint ventures and strategic
investments to enhance its wireless capabilities with a
particular focus on certain international markets.

The Company operates in a highly competitive environment subject
to rapid technological change and emergence of new technologies.
Historically, the key drivers of growth in the companys
wireless services business have been (1) the issuance of
new or additional licenses to wireless operators; (2) the
introduction of new services or technologies; (3) increases
in the number of subscribers served by wireless operators; and
(4) the increasing complexity of wireless systems in
operation.

The Companys principal sources of revenues are design
services and system deployment services. The Company provides
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 offers its deployment services on a
fixed-price, time-certain basis. Revenues are recognized for
such contracts using the percentage-of-completion method. Under
the percentage-of-completion method, expenses on each project
are recognized as incurred, and revenues are recognized based on
the ratio of the current costs incurred for the project to the
then estimated total costs of the project. Accordingly, revenue
recognized in a given period depends on, among other things, the
costs incurred on each individual project and the current
estimate of the total costs to complete a project. If cost
estimates increase, gross profit for any single project may be
significantly reduced or eliminated. If the total contract cost
estimates indicate that there is a loss, such loss is recognized
in the period such determination is made.

Cost of revenues consists of costs associated with engineering
design and program management services. 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.

9



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##### Table of Contents



Results of Operations

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

|                                           |                                              |                                  |      |       |       |   |      |       |       | 
|------------------------------------------ | -------------------------------------------- | -------------------------------- | ---- | ----- | ----- | - | ---- | ----- | ----- | 
|                                           |                                              |                                 
|                                           |                                              | Percentage of Revenues          
|                                           |                                              |                                 
|                                           |                                              |                                 
|                                           |                                              | Three Months Ended              
|                                           |                                              | March 31,                       
|                                           |                                              |                                 
|                                           |                                              | 2000                             |      | 2001 
|                                           |                                              |                                  |      |      
|Revenues:                                  |                                              |                                  |      |       |       |   |      |      
|                                          
|                                          
|                                          
|                                          
|                                           | Service                                      |                                  |      | 97.2  | %     |   |      | 100.0 | %    
|                                          
|                                          
|                                          
|                                          
|                                           | Tower ownership and management               |                                  |      | 2.8   |       |   |      |      |      
|                                           |                                              |                                  |      |       |       |   |      |      
|                                           |                                              | Total revenues                   |      |       | 100.0 |   |      |       | 100.0 | 
|                                           |                                              |                                  |      |       |       |   |      |      
|Cost of revenues:                          |                                              |                                  |      |       |       |   |      |      
|                                          
|                                          
|                                          
|                                          
|                                           | Service                                      |                                  |      | 72.0  |       |   |      | 76.8  |      
|                                          
|                                          
|                                          
|                                          
|                                           | Tower ownership and management               |                                  |      | 0.9   |       |   |      |      |      
|                                           |                                              |                                  |      |       |       |   |      |      
|                                           |                                              | Total cost of revenues           |      |       | 72.9  |   |      |       | 76.8  | 
|                                           |                                              |                                  |      |       |       |   |      |      
|Gross profit:                              |                                              |                                  |      |       |       |   |      |      
|                                          
|                                          
|                                          
|                                          
|                                           | Service                                      |                                  |      | 25.1  |       |   |      | 23.2  |      
|                                          
|                                          
|                                          
|                                          
|                                           | Tower ownership and management               |                                  |      | 2.0   |       |   |      |      |      
|                                           |                                              |                                  |      |       |       |   |      |      
|                                           |                                              | Total gross profit               |      |       | 27.1  |   |      |       | 23.2  | 
|                                           |                                              |                                  |      |       |       |   |      |      
|Operating (income) expense:                |                                              |                                  |      |       |       |   |      |      
|                                          
|                                          
|                                          
|                                          
|                                           | Sales and marketing                          |                                  |      | 6.2   |       |   |      | 4.7   |      
|                                          
|                                          
|                                          
|                                          
|                                           | General and administrative                   |                                  |      | 13.4  |       |   |      | 9.8   |      
|                                          
|                                          
|                                          
|                                          
|                                           | Tower portfolio sale and administration, net |                                  |      | (70.4 | )     |   |      | (3.8  | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Depreciation and amortization                |                                  |      | 3.2   |       |   |      | 1.7   |      
|                                           |                                              |                                  |      |       |       |   |      |      
|                                           |                                              | Total operating (income) expense |      |       | (47.6 | ) |      |       | 12.4  | 
|                                           |                                              |                                  |      |       |       |   |      |      
|Operating income                           |                                              |                                  | 74.7 |       |       |   | 10.8 |      
|                                           |                                              |                                  |      |       |       |   |      |      
|Other income (expense):                    |                                              |                                  |      |       |       |   |      |      
|                                          
|                                          
|                                          
|                                          
|                                           | Interest income                              |                                  |      | 0.8   |       |   |      | 1.3   |      
|                                          
|                                          
|                                          
|                                          
|                                           | Interest expense                             |                                  |      | (0.8  | )     |   |      |      |      
|                                          
|                                          
|                                          
|                                          
|                                           | Other                                        |                                  |      | (1.3  | )     |   |      | (0.1  | )    
|                                           |                                              |                                  |      |       |       |   |      |      
|                                           |                                              | Total other income (expense)     |      |       | (1.3  | ) |      |       | 1.2   | 
|                                           |                                              |                                  |      |       |       |   |      |      
|Income from operations before income taxes |                                              |                                  | 73.4 |       |       |   | 12.0 |      
|                                          
|                                          
|                                          
|                                          
|Provision for income taxes                 |                                              |                                  | 30.8 |       |       |   | 4.8  |      
|                                           |                                              |                                  |      |       |       |   |      |      
|Net income                                 |                                              |                                  | 42.6 | %     |       |   | 7.2  | %    
|                                           |                                              |                                  |      |       |       |   |      |      

10



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##### Table of Contents



Three Months Ended March 31, 2000

Compared to


Three Months Ended March 31, 2001


Revenues. Revenues for the three months ended
March 31, 2001 were $42.7 million compared to
$30.2 million for the prior year, an increase of $12.5
million or 41%. Increased revenue in North America services of
$13.8 million was the largest contributor to the growth,
with the XM Satellite contract providing 72% of the North
American increase. The North American growth was offset by a
reduction of $0.9 million in tower ownership revenue as a
result of the tower portfolio sale in the prior year.

Cost of Revenues. Cost of revenues for the three months
ended March 31, 2001 were $32.8 million compared to
$22.0 million for the prior year, an increase of
$10.8 million or 49%. As a percentage of total revenues,
cost of revenues was 76.8% and 72.9% for 2001 and 2000,
respectively. Cost of revenues was higher as a percent of
revenue in 2001 because of costs associated with lower
utilization of professional staff, resulting from the reduction
or postponement of certain projects.

Gross Profit. Gross profit for the three months ended
March 31, 2001 was $9.9 million compared to
$8.2 million for the prior year, an increase of $1.7
million or 21%. The gross profit increase is largely
attributable to the increase in revenues. As a percentage of
total revenues, gross profit from services was 23.2% and 25.2%
for 2001 and 2000. The decline in gross profit margin in 2001 is
largely attributable to lower utilization of professional staff,
resulting from the reduction or postponement of certain projects
as discussed above.

Sales and Marketing. Sales and marketing expenses were
$2.0 million for the three months ended March 31, 2001
compared to $1.9 million for the prior year, an increase of
$0.1 million. As a percentage of total revenues, sales and
marketing was 4.7% and 6.2% for 2001 and 2000, respectively. The
increased revenue from large, end-to-end service contracts
enabled sales and marketing costs to increase at a lower rate
than revenue growth.

General and Administrative. General and administrative
expenses were $4.2 million for the three months ended
March 31, 2001 compared to $4.1 million for the prior
year. General and administrative expenditures in 2001 included
the recovery of $2.5 million related to a Malaysian
clients account receivable balance that the Company
expensed in 1997. Excluding all charges and recoveries of
doubtful accounts, general and administrative expenses were
$6.4 million and $4.6 million or 15.0% and 15.3%,
respectively, of 2001 and 2000 revenues.

Gain on Sale of Tower Portfolio and Administration, net.
During February 2000, the Company entered into an agreement for
the sale of tower sites owned or to be constructed for a total
purchase price of up to $80.0 million when the sites are
conveyed. As part of the sale agreement the Company agreed to
lease unoccupied space on the towers, effectively guaranteeing a
minimum rent level of $5.2 million on the towers sold. The
gain from the tower portfolio sale deferred an amount
corresponding to this rent commitment, until the space was
leased to another tenant. In the current quarter, the Company
recognized $1.6 million of this previously deferred gain due to
the subleasing of a portion of the unoccupied space to other
tenants.

Depreciation and Amortization. Depreciation and
amortization expense was $0.7 million for the three months
ended March 31, 2001 compared to $1.0 million for the
prior year. The decrease is a result of a reduction in assets
due to the Companys tower portfolio sale.

Interest Income/ Expense. Interest income was
$0.6 million for the three months ended March 31,
2001. The proceeds from the sale of the towers in 2000 provided
sufficient proceeds to repay the Companys credit facility
and provide cash balances that generated interest income.

Other Expense. Other expense was $0.05 million for
the three months ended March 31, 2001 compared to
$0.4 million for the prior year, a decrease of $0.35
million. The decrease is largely attributable to the Company
discontinuing the application of the equity method of accounting
for the Companys investment in Tecnosistemi during the
third quarter of 2000.

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Provision for Income Taxes. The provision for income
taxes was recorded for the three months ended March 31,
2001 using an effective income tax rate of 40.0% compared to
42.0% for the comparable period in 2000. The higher tax rate in
2000 reflects non-recurring, permanent differences relative to
the tower portfolio sale.

Net Income. Net income was $3.1 million for the
three months ended March 31, 2001 compared to $12.8 million
in the prior year. Net income was increased by the gain on the
sale of the tower portfolio in both years. In addition, 2001
earnings reflect a $2.5 million recovery related to a
Malaysian clients account receivable balance that the
Company took a charge for in 1997.

Liquidity and Capital Resources

Cash and cash equivalents combined with short-term investments
at March 31, 2001 provide total liquid assets of
$38.8 million. Working capital was $59.2 million at
March 31, 2001, a decrease of $0.3 million from
December 31, 2000. The Company believes it has sufficient
working capital for the next year.

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PART II:  OTHER INFORMATION




Item 1:  Legal Proceedings

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




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

11  Calculation of Net Income Per Share

(b)  Reports on Form 8-K

On May 1, 2001, the Company filed a Current Report on
Form 8-K, which reported that on May 1, 2001, the
Company issued a press release announcing its first quarter
revenues and operating results.

On February 5, 2001, the Company filed a Current Report on
Form 8-K, which reported that on February 5, 2001, the
Company issued a press release announcing its fourth quarter and
year end revenues and operating results.

On January 16, 2001, the Company filed a Current Report on
Form 8-K, which reported that on January 16, 2001, the
Company issued a press release announcing certain modifications
to the terms of a contract, dated August 18, 1999, with XM
Satellite Radio Inc. (XM) for the design and
deployment of XMs terrestrial repeater network.

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Signature

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

|                   |  |                                                                                                          
|------------------ |  | ---------------------------------------------------------------------------------------------------------
|                   |  | LCC International, Inc. and Subsidiaries                                                                 
|                  
|Date: May 14, 2001 |  | Signed: /s/ DAVID N. WALKERDavid N. Walker
	Senior Vice President, Treasurer
	and Chief Financial Officer

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