##### 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 June 30, 2000
|     |  | or                                                                                                                                     
|[  ] |  | Transition Report Pursuant to Section 13 or 15(d) of
	 the Securities
	Exchange Act of 1934
	For the transition period from   to   .   

Commission File Number: 0-21213

LCC International, Inc.

(Exact name of registrant as specified in its
charter)




---

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

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

Not Applicable




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

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

Yes  X
          No

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

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

Yes  
          No

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

As of August 4, 2000, the registrant had outstanding
11,968,819 shares of Class A Common Stock, par value $0.01
per share (the Class A Common Stock) and
8,449,984 shares of Class B Common Stock, par value
$0.01 per share (the Class B Common Stock).



---






---

TABLE OF CONTENTS



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



---



LCC International, Inc. and Subsidiaries

Quarterly Report on Form 10-Q

For the quarter ended June 30, 2000


INDEX

|         |  |                                                                                                             |  |        |    | 
|-------- |  | ----------------------------------------------------------------------------------------------------------- |  | ------ | -- | 
|         |  |                                                                                                             |  | Page  
|         |  |                                                                                                             |  | Number
|         |  |                                                                                                             |  |       
|PART I:  |  | FINANCIAL INFORMATION                                                                                       |  |        |    | 
|        
|        
|        
|        
|ITEM 1:  |  | FINANCIAL STATEMENTS                                                                                        |  |        |    | 
|        
|        
|        
|        
|         |  | Condensed consolidated statements of operations for the three and
	 six months ended June 30, 1999 and 2000 |  |        | 3  | 
|        
|        
|        
|        
|         |  | Condensed consolidated balance sheets as of December 31, 1999 and
	 June 30, 2000                           |  |        | 4  | 
|        
|        
|        
|        
|         |  | Condensed consolidated statements of cash flows for the six
	months ended June 30, 1999 and 2000            |  |        | 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                                                                                           |  |        | 14 | 
|        
|        
|        
|        
|ITEM 2:  |  | Changes in Securities                                                                                       |  |        | 14 | 
|        
|        
|        
|        
|ITEM 3:  |  | Defaults Upon Senior Securities                                                                             |  |        | 14 | 
|        
|        
|        
|        
|ITEM 4:  |  | Submission Of Matters to a Vote of Security Holders                                                         |  |        | 14 | 
|        
|        
|        
|        
|ITEM 5:  |  | Other Information                                                                                           |  |        | 15 | 
|        
|        
|        
|        
|ITEM 6:  |  | Exhibits and Reports on Form 8-K                                                                            |  |        | 15 | 

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 |        | Six Months Ended
|                                                  |                                              | June 30,           |        | June 30,        
|                                                  |                                              |                    |        |                 
|                                                  |                                              | 1999               |        | 2000             |   | 1999 |        | 2000  
|                                                  |                                              |                    |        |                  |   |      |        |       
|REVENUES:                                         |                                              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Services                                     |                    | $      | 15,679           |   |      | $      | 34,150 |   |   | $      | 33,124 |   |   | $       | 63,447  |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Tower ownership and management               |                    |        | 452              |   |      |        | 134    |   |   |        | 680    |   |   |         | 982     |  
|                                                  |                                              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |        
|                                                  |                                              |                    | 16,131 |                  |   |      | 34,284 |        |   |   | 33,804 |        |   |   | 64,429  |        
|                                                  |                                              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |        
|COST OF REVENUES:                                 |                                              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Services                                     |                    |        | 12,256           |   |      |        | 24,719 |   |   |        | 23,961 |   |   |         | 46,438  |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Tower ownership and management               |                    |        | 300              |   |      |        | 61     |   |   |        | 525    |   |   |         | 324     |  
|                                                  |                                              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |        
|                                                  |                                              |                    | 12,556 |                  |   |      | 24,780 |        |   |   | 24,486 |        |   |   | 46,762  |        
|                                                  |                                              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |        
|GROSS PROFIT                                      |                                              |                    | 3,575  |                  |   |      | 9,504  |        |   |   | 9,318  |        |   |   | 17,667  |        
|                                                  |                                              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |        
|OPERATING EXPENSES:                               |                                              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Sales and marketing                          |                    |        | 1,247            |   |      |        | 2,274  |   |   |        | 2,799  |   |   |         | 4,147   |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | General and administrative                   |                    |        | 5,690            |   |      |        | 4,807  |   |   |        | 9,500  |   |   |         | 8,853   |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Tower portfolio sale and administration, net |                    |        |                 |   |      |        | (4,088 | ) |   |        |       |   |   |         | (25,306 | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Depreciation and amortization                |                    |        | 820              |   |      |        | 641    |   |   |        | 1,539  |   |   |         | 1,592   |  
|                                                  |                                              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |        
|                                                  |                                              |                    | 7,757  |                  |   |      | 3,634  |        |   |   | 13,838 |        |   |   | (10,714 | )      
|                                                  |                                              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |        
|OPERATING INCOME (LOSS)                           |                                              |                    | (4,182 | )                |   |      | 5,870  |        |   |   | (4,520 | )      |   |   | 28,381  |        
|                                                  |                                              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |        
|OTHER INCOME (EXPENSE):                           |                                              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Interest income                              |                    |        |                 |   |      |        | 676    |   |   |        | 220    |   |   |         | 906     |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Interest expense                             |                    |        | (894             | ) |      |        | (115   | ) |   |        | (1,595 | ) |   |         | (344    | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Other expense                                |                    |        | 55               |   |      |        | (169   | ) |   |        | (1,344 | ) |   |         | (563    | )
|                                                  |                                              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |        
|                                                  |                                              |                    | (839   | )                |   |      | 392    |        |   |   | (2,719 | )      |   |   | (1      | )      
|                                                  |                                              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |        
|INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES |                                              |                    | (5,021 | )                |   |      | 6,262  |        |   |   | (7,239 | )      |   |   | 28,380  |        
|                                                 
|                                                 
|                                                 
|                                                 
|PROVISION (BENEFIT) FOR INCOME TAXES              |                                              |                    | (1,854 | )                |   |      | 2,630  |        |   |   | (2,180 | )      |   |   | 11,920  |        
|                                                  |                                              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |        
|NET INCOME (LOSS)                                 |                                              | $                  | (3,167 | )                |   | $    | 3,632  |        |   | $ | (5,059 | )      |   | $ | 16,460  |        
|                                                  |                                              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |        
|NET INCOME (LOSS) PER SHARE:                      |                                              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Basic                                        |                    | $      | (0.20            | ) |      | $      | 0.18   |   |   | $      | (0.32  | ) |   | $       | 0.81    |  
|                                                  |                                              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |        
|                                                  | Diluted                                      |                    | $      | (0.20            | ) |      | $      | 0.16   |   |   | $      | (0.32  | ) |   | $       | 0.72    |  
|                                                  |                                              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |        
|WEIGHTED AVERAGE SHARES USED IN CALCULATION       |                                              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | OF NET INCOME (LOSS) PER SHARE:              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |         |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Basic                                        |                    |        | 15,702           |   |      |        | 20,384 |   |   |        | 15,671 |   |   |         | 20,272  |  
|                                                  |                                              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |        
|                                                  | Diluted                                      |                    |        | 15,702           |   |      |        | 22,730 |   |   |        | 15,671 |   |   |         | 22,744  |  
|                                                  |                                              |                    |        |                  |   |      |        |        |   |   |        |        |   |   |         |        

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,                            |         | June 30,   
|                                                                                  |                                                                                                                                   | 1999                                    |         | 2000       
|                                                                                  |                                                                                                                                   |                                         |         |            
|                                                                                  |                                                                                                                                   |                                         |         | (Unaudited)
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|ASSETS:                                                                           |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Current assets:                                                                   |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Cash and cash equivalents                                                                                                         |                                         | $       | 1,951       |        |   | $       | 13,235 |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Short-term investments                                                                                                            |                                         |         | 86          |        |   |         | 23,426 |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Receivables, net of allowance for doubtful accounts of $7,860 and
	 $7,002 at December 31, 1999 and June 30, 2000,
	respectively: |                                         |         |             |        |   |         |        |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                                                                                                   | Trade accounts receivable               |         |             | 15,052 |   |         |        | 23,010 | 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                                                                                                   | Due from related parties and affiliates |         |             | 836    |   |         |        | 1,354  | 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                                                                                                   | Unbilled receivables                    |         |             | 5,187  |   |         |        | 16,551 | 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Deferred income taxes, net                                                                                                        |                                         |         | 5,083       |        |   |         | 2,510  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Prepaid expenses and other current assets                                                                                         |                                         |         | 3,202       |        |   |         | 1,984  |       
|                                                                                  |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                  |                                                                                                                                   | Total current assets                    |         |             | 31,397 |   |         |        | 82,070 | 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Property and equipment, net                                                       |                                                                                                                                   |                                         | 37,762  |             |        |   | 7,129   |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Deferred income taxes, net                                                        |                                                                                                                                   |                                         | 11,562  |             |        |   | 7,125   |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Other assets                                                                      |                                                                                                                                   |                                         | 2,147   |             |        |   | 1,723   |       
|                                                                                  |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                  |                                                                                                                                   | $                                       | 82,868  |             |        | $ | 98,047  |       
|                                                                                  |                                                                                                                                   |                                         |         |             |        |   |         |       
|LIABILITIES AND SHAREHOLDERS EQUITY:                                             |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Current liabilities:                                                              |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Line of credit                                                                                                                    |                                         | $       | 4,535       |        |   | $       |       |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Accounts payable                                                                                                                  |                                         |         | 4,565       |        |   |         | 3,274  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Accrued expenses                                                                                                                  |                                         |         | 7,567       |        |   |         | 7,278  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Accrued employee compensation and benefits                                                                                        |                                         |         | 13,516      |        |   |         | 9,739  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Deferred revenue                                                                                                                  |                                         |         | 780         |        |   |         | 599    |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Income taxes payable                                                                                                              |                                         |         | 5,844       |        |   |         | 6,443  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Other current liabilities                                                                                                         |                                         |         | 2,629       |        |   |         | 870    |       
|                                                                                  |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                  |                                                                                                                                   | Total current liabilities               |         |             | 39,436 |   |         |        | 28,203 | 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Other liabilities                                                                                                                 |                                         |         | 1,006       |        |   |         | 6,315  |       
|                                                                                  |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                  |                                                                                                                                   | Total liabilities                       |         |             | 40,442 |   |         |        | 34,518 | 
|                                                                                  |                                                                                                                                   |                                         |         |             |        |   |         |       
|Preferred stock:                                                                  |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | 10,000 shares authorized; 0 shares issued and outstanding                                                                         |                                         |         |            |        |   |         |       |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Class A common stock, $0.01 par value:                                            |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | 70,000 shares authorized; 11,630 and 11,961 shares issued and
	outstanding at December 31, 1999 and June 30, 2000,
	respectively  |                                         |         | 116         |        |   |         | 119    |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Class B common stock, $0.01 par value:                                            |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | 20,000 shares authorized; 8,461 and 8,450 shares issued and
	outstanding at December 31, 1999 and June 30, 2000,
	respectively    |                                         |         | 85          |        |   |         | 85     |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Paid-in capital                                                                   |                                                                                                                                   |                                         | 85,846  |             |        |   | 90,675  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Accumulated deficit                                                               |                                                                                                                                   |                                         | (38,999 | )           |        |   | (22,539 | )     
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Notes receivable from shareholders                                                |                                                                                                                                   |                                         | (3,025  | )           |        |   | (3,025  | )     
|                                                                                  |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                  | Subtotal                                                                                                                          |                                         |         | 44,023      |        |   |         | 65,315 |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Accumulated other comprehensive loss  foreign currency
	 translation adjustments |                                                                                                                                   |                                         | (1,597  | )           |        |   | (1,786  | )     
|                                                                                  |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                  |                                                                                                                                   | Total shareholders equity              |         |             | 42,426 |   |         |        | 63,529 | 
|                                                                                  |                                                                                                                                   |                                         |         |             |        |   |         |       
|                                                                                  |                                                                                                                                   | $                                       | 82,868  |             |        | $ | 98,047  |       
|                                                                                  |                                                                                                                                   |                                         |         |             |        |   |         |       

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)


|                                                                     |                                                                                                                             |                                              |                                          |         |       |        |         |         |         |         |  
|-------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------- | ---------------------------------------- | ------- | ----- | ------ | ------- | ------- | ------- | ------- | -
|                                                                     |                                                                                                                             |                                             
|                                                                     |                                                                                                                             | Six Months Ended                            
|                                                                     |                                                                                                                             | June 30,                                    
|                                                                     |                                                                                                                             |                                             
|                                                                     |                                                                                                                             | 1999                                         |                                          | 2000   
|                                                                     |                                                                                                                             |                                              |                                          |        
|Cash flows from operating activities:                                |                                                                                                                             |                                              |                                          |         |       |        |         |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Net income (loss)                                                                                                           |                                              | $                                        | (5,059  | )     |        | $       | 16,460  |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Adjustments to reconcile income (loss) from continuing
	operations to net cash provided by (used in) operating
	activities: |                                              |                                          |         |       |        |         |         |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     |                                                                                                                             | Depreciation and amortization                |                                          |         | 1,539 |        |         |         | 1,592   |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     |                                                                                                                             | Deferred income taxes                        |                                          |         |      |        |         |         | 11,348  |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     |                                                                                                                             | Gain on sale of tower portfolio              |                                          |         |      |        |         |         | (25,306 | )      
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     |                                                                                                                             | Changes in operating assets and liabilities: |                                          |         |       |        |         |         |         |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     |                                                                                                                             |                                              | Trade, unbilled, and other receivables   |         |       | 1,225  |         |         |         | (20,728 | )
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     |                                                                                                                             |                                              | Accounts payable and accrued expenses    |         |       | 2,076  |         |         |         | (5,820  | )
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     |                                                                                                                             |                                              | Other current assets and liabilities     |         |       | 3,320  |         |         |         | 81      |  
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     |                                                                                                                             |                                              | Other non-current assets and liabilities |         |       | (6,142 | )       |         |         | (369    | )
|                                                                     |                                                                                                                             |                                              |                                          |         |       |        |         |        
|Net cash used in operating activities                                |                                                                                                                             |                                              | (3,041                                   | )       |       |        | (22,742 | )      
|                                                                     |                                                                                                                             |                                              |                                          |         |       |        |         |        
|Cash flows from investing activities:                                |                                                                                                                             |                                              |                                          |         |       |        |         |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Increase in short-term investments, net                                                                                     |                                              |                                          |        |       |        |         | (23,340 | )      
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Purchases of property and equipment                                                                                         |                                              |                                          | (11,233 | )     |        |         | (2,620  | )      
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Proceeds from tower portfolio sale, net of expenses                                                                         |                                              |                                          |        |       |        |         | 69,938  |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Purchase of minority interest                                                                                               |                                              |                                          |        |       |        |         | (7,174  | )      
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Proceeds from sale of property and equipment                                                                                |                                              |                                          |        |       |        |         | 209     |        
|                                                                     |                                                                                                                             |                                              |                                          |         |       |        |         |        
|Net cash provided by (used in) investing activities                  |                                                                                                                             |                                              | (11,233                                  | )       |       |        | 37,013  |        
|                                                                     |                                                                                                                             |                                              |                                          |         |       |        |         |        
|Cash flows from financing activities:                                |                                                                                                                             |                                              |                                          |         |       |        |         |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Proceeds from issuance of common stock, net                                                                                 |                                              |                                          | 109     |       |        |         | 270     |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Proceeds from exercise of options                                                                                           |                                              |                                          | 222     |       |        |         | 1,278   |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Payments on line of credit                                                                                                  |                                              |                                          |        |       |        |         | (14,235 | )      
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Proceeds from line of credit                                                                                                |                                              |                                          | 16,961  |       |        |         | 9,700   |        
|                                                                     |                                                                                                                             |                                              |                                          |         |       |        |         |        
|Net cash provided by (used in) financing activities                  |                                                                                                                             |                                              | 17,292                                   |         |       |        | (2,987  | )      
|                                                                     |                                                                                                                             |                                              |                                          |         |       |        |         |        
|Net increase in cash and cash equivalents  continuing
	operations   |                                                                                                                             |                                              | 3,018                                    |         |       |        | 11,284  |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Net decrease in cash and cash equivalents 
	discontinued operations |                                                                                                                             |                                              | (3,399                                   | )       |       |        |        |        
|                                                                     |                                                                                                                             |                                              |                                          |         |       |        |         |        
|Net increase in cash and cash equivalents                            |                                                                                                                             |                                              | (381                                     | )       |       |        | 11,284  |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Cash and cash equivalents at beginning of period                     |                                                                                                                             |                                              | 4,240                                    |         |       |        | 1,951   |        
|                                                                     |                                                                                                                             |                                              |                                          |         |       |        |         |        
|Cash and cash equivalents at end of period                           |                                                                                                                             | $                                            | 3,859                                    |         |       | $      | 13,235  |        
|                                                                     |                                                                                                                             |                                              |                                          |         |       |        |         |        
|Supplemental disclosures of cash flow information:                   |                                                                                                                             |                                              |                                          |         |       |        |         |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Cash paid during the quarter for:                                                                                           |                                              |                                          |         |       |        |         |         |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     |                                                                                                                             | Interest                                     |                                          | $       | 1,261 |        |         | $       | 148     |        
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     |                                                                                                                             | Income taxes                                 |                                          |         | 1,367 |        |         |         | 887     |        

See accompanying notes to condensed consolidated financial
statements.

5



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##### Table of Contents



LCC International, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)


Note 1:  Description of Operations

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

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

Note 2:  Basis of Presentation

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

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

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

Note 3:  Other Comprehensive Income (Loss)

During the first quarter of 1998, the Company adopted Statement
of Financial Accounting Standards No. 130 (SFAS
No. 130), Reporting Comprehensive Income, which
 established standards for reporting and displaying comprehensive
 income and its components in the financial statements.
Comprehensive income is defined as net income plus the change in
equity of a business enterprise during a period from transactions
 and other events and circumstances from non-owner sources. Other
 comprehensive income refers to revenues, expenses, gains and
losses that under generally accepted accounting principles are
included in comprehensive income, but excluded from net income.
Other comprehensive income consists solely of foreign currency
translation adjustments at June 30, 1999 and 2000.
Comprehensive income (loss), for the three and six month periods
ended June 30, 1999 and 2000 is as follows (in thousands).

|                                                            |  |              |        |                  |  |      |       |      |  |   |        |   |  |   |        |  
|----------------------------------------------------------- |  | ------------ | ------ | ---------------- |  | ---- | ----- | ---- |  | - | ------ | - |  | - | ------ | -
|                                                            |  |              |        |                  |  |     
|                                                            |  | Three Months |        |                 
|                                                            |  | Ended        |        | Six Months Ended
|                                                            |  | June 30,     |        | June 30,        
|                                                            |  |              |        |                 
|                                                            |  | 1999         |        | 2000             |  | 1999 |       | 2000
|                                                            |  |              |        |                  |  |      |       |     
|Net income (loss)                                           |  | $            | (3,167 | )                |  | $    | 3,632 |      |  | $ | (5,059 | ) |  | $ | 16,460 |  
|                                                            |  |              |        |                  |  |      |       |      |  |   |        |   |  |   |        |  
|Other comprehensive loss, before tax                        |  |              | (213   | )                |  |      | (540  | )    |  |   | (201   | ) |  |   | (327   | )
|                                                           
|                                                           
|                                                           
|                                                           
|Income tax benefit related to items of comprehensive income |  |              | (69    | )                |  |      | (227  | )    |  |   | (61    | ) |  |   | (138   | )
|                                                            |  |              |        |                  |  |      |       |      |  |   |        |   |  |   |        |  
|Other comprehensive loss, net of tax                        |  |              | (144   | )                |  |      | (313  | )    |  |   | (140   | ) |  |   | (189   | )
|                                                            |  |              |        |                  |  |      |       |      |  |   |        |   |  |   |        |  
|Comprehensive income (loss)                                 |  | $            | (3,311 | )                |  | $    | 3,319 |      |  | $ | (5,199 | ) |  | $ | 16,271 |  
|                                                            |  |              |        |                  |  |      |       |      |  |   |        |   |  |   |        |  

6



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##### Table of Contents



Note 4:  Investments in Unconsolidated
Affiliates

In September 1999, the Company, through its wholly-owned
subsidiary, LCC, United Kingdom, Limited, acquired 19.9% of
Tecnosistemi S.p.A. (formerly, Italtel Sistemi, S.p.A.) for
$1.1 million. Tecnosistemi is an Italian telecommunications
services company, and is a recently spun off division of the
Italtel Group whose major shareholders were Siemens and Telecom
Italia. The Company uses the equity method to account for its
investment in Tecnosistemi. Tecnosistemi incurred cumulative
losses since the date of acquisition through June 30, 2000
of $2.8 million. The Company recorded a loss in other income
 (expense) of $0.642 million related to its pro-rata
share of the loss and profits on intercompany transactions since
the date of acquisition.

In May 2000, the Company acquired 18.2% of Mobilocity, Inc.
(Mobilocity) for $500,000. Mobilocity provides
mobile-business strategic consulting and implementation services.

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
June 30, 2000, 170 tower sites were conveyed to Pinnacle for
 net proceeds of $69.9 million. Subsequent to June 30,
2000, the Company conveyed an additional 7 towers to Pinnacle for
 net proceeds of $2.2 million. The remaining towers are
expected to convey periodically through year-end. As a part of
the sale transaction, Microcell and Pinnacle entered into a
Master Antenna Site Lease pursuant to which Microcell has agreed
to lease, until December 31, 2002, the unoccupied space on
each telecommunication tower sold to Pinnacle. The Company has
deferred $5.9 million of the gain from the tower sales
through June which relates to the maximum lease obligations under
 the Master Antenna Site Lease. These amounts are included in
other long-term obligations. Microcell and Pinnacle have also
entered into a Tower Services Agreement pursuant to which
Microcell will provide Pinnacle with audit, maintenance, and
program management services regarding site improvements and
capacity upgrades for an initial 204 sites and additional sites
that may be added by mutual agreement. The Services Agreement
provides for minimum annual payments to Microcell of
$10 million for project management and audit services; it
also provides for approximately $1.0 million per year for
maintenance services based on the current number of sites as to
which Microcell has been engaged. In each case, the pricing and
scope of services are subject to annual review and
re-negotiation.

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

Note 6:  Contingencies

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

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

7



---



##### Table of Contents



Note 7:  Segment Information

The Companys operating segments include Services
(Engineering and Design Services, System Deployment Services, and
 Tower Services and Management) and Tower ownership and
management. Engineering and Design Services provides engineering
and design services for cellular phone system operators, personal
 communication system (PCS) operators and other
wireless communication systems providers. System Deployment
Services provides program and construction management services
related to the build-out of wireless communication systems. Tower
 Services and Management offers site audit, maintenance and
project management services to telecommunications tower owners.
Tower ownership and management builds, owns and manages
telecommunications towers.

Segment detail is summarized as follows (in thousands):

|                          |                         |               |        |                 |        |               |        |        |        |      |        |      |     |   |        |     |     |   |        |        |        |   |        |        |        | 
|------------------------- | ----------------------- | ------------- | ------ | --------------- | ------ | ------------- | ------ | ------ | ------ | ---- | ------ | ---- | --- | - | ------ | --- | --- | - | ------ | ------ | ------ | - | ------ | ------ | ------ | 
|                          |                         |               |        |                 |        |               |        |        |        |     
|                          |                         |               |        | Tower Ownership |        |              
|                          |                         | Services      |        | and Management  |        | Segment Total
|                          |                         |               |        |                 |        |              
|                          |                         | 1999          |        | 2000            |        | 1999          |        | 2000   |        | 1999 |        | 2000
|                          |                         |               |        |                 |        |               |        |        |        |      |        |     
|Six Months Ended June 30, |                         |               |        |                 |        |               |        |        |        |      |        |      |     |   |        |     |     |   |        |        |        |   |        |       
|                         
|                         
|                         
|                         
|Revenues:                 |                         |               |        |                 |        |               |        |        |        |      |        |      |     |   |        |     |     |   |        |        |        |   |        |       
|                         
|                         
|                         
|                         
|                          | From external customers |               | $      | 33,124          |        |               | $      | 63,447 |        |      | $      | 680  |     |   | $      | 982 |     |   | $      | 33,804 |        |   | $      | 64,429 |       
|                         
|                         
|                         
|                         
|                          | Inter-segment revenue   |               |        | 301             |        |               |        |       |        |      |        |     |     |   |        |    |     |   |        | 301    |        |   |        |       |       
|                          |                         |               |        |                 |        |               |        |        |        |      |        |      |     |   |        |     |     |   |        |        |        |   |        |       
|                          |                         | Total revenue |        | $               | 33,425 |               |        | $      | 63,447 |      |        | $    | 680 |   |        | $   | 982 |   |        | $      | 34,105 |   |        | $      | 64,429 | 
|                          |                         |               |        |                 |        |               |        |        |        |      |        |      |     |   |        |     |     |   |        |        |        |   |        |       
|Net income (loss)         |                         | $             | 4,116  |                 |        | $             | 6,902  |        |        | $    | (2,237 | )    |     | $ | 15,023 |     |     | $ | 1,879  |        |        | $ | 21,925 |       
|                          |                         |               |        |                 |        |               |        |        |        |      |        |      |     |   |        |     |     |   |        |        |        |   |        |       
|Total assets              |                         | $             | 25,424 |                 |        | $             | 95,783 |        |        | $    | 28,293 |      |     | $ | 2,264  |     |     | $ | 53,717 |        |        | $ | 98,047 |       
|                          |                         |               |        |                 |        |               |        |        |        |      |        |      |     |   |        |     |     |   |        |        |        |   |        |       

|                            |                         |               |        |                 |        |               |        |        |        |      |        |      |     |   |       |     |     |   |        |        |        |   |        |        |        | 
|--------------------------- | ----------------------- | ------------- | ------ | --------------- | ------ | ------------- | ------ | ------ | ------ | ---- | ------ | ---- | --- | - | ----- | --- | --- | - | ------ | ------ | ------ | - | ------ | ------ | ------ | 
|                            |                         |               |        |                 |        |               |        |        |        |     
|                            |                         |               |        | Tower Ownership |        |              
|                            |                         | Services      |        | and Management  |        | Segment Total
|                            |                         |               |        |                 |        |              
|                            |                         | 1999          |        | 2000            |        | 1999          |        | 2000   |        | 1999 |        | 2000
|                            |                         |               |        |                 |        |               |        |        |        |      |        |     
|Three Months Ended June 30, |                         |               |        |                 |        |               |        |        |        |      |        |      |     |   |       |     |     |   |        |        |        |   |        |       
|                           
|                           
|                           
|                           
|Revenues:                   |                         |               |        |                 |        |               |        |        |        |      |        |      |     |   |       |     |     |   |        |        |        |   |        |       
|                           
|                           
|                           
|                           
|                            | From external customers |               | $      | 15,679          |        |               | $      | 34,150 |        |      | $      | 452  |     |   | $     | 134 |     |   | $      | 16,131 |        |   | $      | 34,284 |       
|                           
|                           
|                           
|                           
|                            | Inter-segment revenue   |               |        | 215             |        |               |        |       |        |      |        |     |     |   |       |    |     |   |        | 215    |        |   |        |       |       
|                            |                         |               |        |                 |        |               |        |        |        |      |        |      |     |   |       |     |     |   |        |        |        |   |        |       
|                            |                         | Total revenue |        | $               | 15,894 |               |        | $      | 34,150 |      |        | $    | 452 |   |       | $   | 134 |   |        | $      | 16,346 |   |        | $      | 34,284 | 
|                            |                         |               |        |                 |        |               |        |        |        |      |        |      |     |   |       |     |     |   |        |        |        |   |        |       
|Net income (loss)           |                         | $             | 1,257  |                 |        | $             | 4,667  |        |        | $    | (1,180 | )    |     | $ | 2,413 |     |     | $ | 77     |        |        | $ | 7,080  |       
|                            |                         |               |        |                 |        |               |        |        |        |      |        |      |     |   |       |     |     |   |        |        |        |   |        |       
|Total assets                |                         | $             | 25,424 |                 |        | $             | 95,783 |        |        | $    | 28,293 |      |     | $ | 2,264 |     |     | $ | 53,717 |        |        | $ | 98,047 |       
|                            |                         |               |        |                 |        |               |        |        |        |      |        |      |     |   |       |     |     |   |        |        |        |   |        |       

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

|                                   |  |                    |        |                  |  |      |        |      |  |   |        |   |  |   |        |  
|---------------------------------- |  | ------------------ | ------ | ---------------- |  | ---- | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                   |  |                    |        |                 
|                                   |  | Three Months Ended |        | Six Months Ended
|                                   |  | June 30,           |        | June 30,        
|                                   |  |                    |        |                 
|                                   |  | 1999               |        | 2000             |  | 1999 |        | 2000
|                                   |  |                    |        |                  |  |      |        |     
|Segment total                      |  | $                  | 77     |                  |  | $    | 7,080  |      |  | $ | 1,879  |   |  | $ | 21,925 |  
|                                  
|                                  
|                                  
|                                  
|Unallocated corporate expenditures |  |                    | (3,044 | )                |  |      | (3,448 | )    |  |   | (6,695 | ) |  |   | (5,465 | )
|                                  
|                                  
|                                  
|                                  
|Eliminations                       |  |                    | (200   | )                |  |      |       |      |  |   | (243   | ) |  |   |       |  
|                                   |  |                    |        |                  |  |      |        |      |  |   |        |   |  |   |        |  
|Consolidated net income (loss)     |  | $                  | (3,167 | )                |  | $    | 3,632  |      |  | $ | (5,059 | ) |  | $ | 16,460 |  
|                                   |  |                    |        |                  |  |      |        |      |  |   |        |   |  |   |        |  

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 and Six Months Ended June 30, 1999 and 2000

This quarterly report on Form 10-Q contains forward-looking
statements within the meaning of Section 27A of the
Securities Exchange Act of 1934. The Managements Discussion
 and Analysis of Financial Condition and Results of Operations
include, without limitation, forward-looking statements regarding
 the Companys ability to pursue and secure new business
opportunities, its tower management 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, 1999.

Overview

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

The Companys revenues are generated through contracts for
RF engineering and system deployment services, and management
revenue from its tower ownership and management business. The
Company provides engineering design services on a contract basis,
 usually in a customized plan for each client and generally
charges for engineering services on a time and materials or fixed
 price basis. The Company generally provides system deployment
services on a time and materials or fixed price basis. The
Companys revenues also include reimbursement for expenses,
including the living expenses of engineers on customer sites. The
 Company derives a significant portion of its total revenues from
 its international customers. To date, its tower ownership and
management revenues have come exclusively from the leasing of RF
transmission towers in the United States.

Cost of revenues consists of costs associated with engineering
design and system deployment services and direct costs related to
 the tower ownership and management business. Sales and marketing
 expenses consist of salaries, sales commissions, bonuses, travel
 and other expenses required to implement the Companys
marketing, sales and customer support plans. General and
administrative expenses consist of the compensation, benefits,
office and occupancy, and other costs required for the finance,
human resources, information systems and executive office
functions.

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

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

9



---



##### Table of Contents



Results of Operations

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

|                                                  |                                          |                              |       |                  |       |      |      |       |       |  |       |      |       |   |      |       |       |  
|------------------------------------------------- | ---------------------------------------- | ---------------------------- | ----- | ---------------- | ----- | ---- | ---- | ----- | ----- |  | ----- | ---- | ----- | - | ---- | ----- | ----- | -
|                                                  |                                          |                             
|                                                  |                                          | Percentage of Revenues      
|                                                  |                                          |                             
|                                                  |                                          |                              |       |                 
|                                                  |                                          | Three Months Ended           |       | Six Months Ended
|                                                  |                                          | June 30,                     |       | June 30,        
|                                                  |                                          |                              |       |                 
|                                                  |                                          | 1999                         |       | 2000             |       | 1999 |      | 2000 
|                                                  |                                          |                              |       |                  |       |      |      |      
|Revenues:                                         |                                          |                              |       |                  |       |      |      |       |       |  |       |      |       |   |      |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Services                                 |                              |       | 97.2             | %     |      |      | 99.6  | %     |  |       | 98.0 | %     |   |      | 98.5  | %    
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Tower ownership and management           |                              |       | 2.8              |       |      |      | 0.4   |       |  |       | 2.0  |       |   |      | 1.5   |      
|                                                  |                                          |                              |       |                  |       |      |      |       |       |  |       |      |       |   |      |      
|                                                  |                                          | Total revenues               |       |                  | 100.0 |      |      |       | 100.0 |  |       |      | 100.0 |   |      |       | 100.0 |  
|                                                  |                                          |                              |       |                  |       |      |      |       |       |  |       |      |       |   |      |      
|Cost of revenues:                                 |                                          |                              |       |                  |       |      |      |       |       |  |       |      |       |   |      |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Services                                 |                              |       | 76.0             |       |      |      | 72.1  |       |  |       | 70.9 |       |   |      | 72.1  |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Tower ownership and management           |                              |       | 1.8              |       |      |      | 0.2   |       |  |       | 1.5  |       |   |      | 0.5   |      
|                                                  |                                          |                              |       |                  |       |      |      |       |       |  |       |      |       |   |      |      
|                                                  |                                          | Total cost of revenues       |       |                  | 77.8  |      |      |       | 72.3  |  |       |      | 72.4  |   |      |       | 72.6  |  
|                                                  |                                          |                              |       |                  |       |      |      |       |       |  |       |      |       |   |      |      
|Gross profit:                                     |                                          |                              |       |                  |       |      |      |       |       |  |       |      |       |   |      |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Services                                 |                              |       | 21.2             |       |      |      | 27.5  |       |  |       | 27.1 |       |   |      | 26.4  |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Tower ownership and management           |                              |       | 1.0              |       |      |      | 0.2   |       |  |       | 0.5  |       |   |      | 1.0   |      
|                                                  |                                          |                              |       |                  |       |      |      |       |       |  |       |      |       |   |      |      
|                                                  |                                          | Total gross profit           |       |                  | 22.2  |      |      |       | 27.7  |  |       |      | 27.6  |   |      |       | 27.4  |  
|                                                  |                                          |                              |       |                  |       |      |      |       |       |  |       |      |       |   |      |      
|Operating expenses:                               |                                          |                              |       |                  |       |      |      |       |       |  |       |      |       |   |      |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Sales and marketing                      |                              |       | 7.7              |       |      |      | 6.6   |       |  |       | 8.3  |       |   |      | 6.4   |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | General and administrative               |                              |       | 35.3             |       |      |      | 14.0  |       |  |       | 28.1 |       |   |      | 13.7  |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Tower portfolio sale and operations, net |                              |       | 0.0              |       |      |      | (11.9 | )     |  |       | 0.0  |       |   |      | (39.3 | )    
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Depreciation and amortization            |                              |       | 5.1              |       |      |      | 1.9   |       |  |       | 4.6  |       |   |      | 2.5   |      
|                                                  |                                          |                              |       |                  |       |      |      |       |       |  |       |      |       |   |      |      
|                                                  |                                          | Total operating expenses     |       |                  | 48.1  |      |      |       | 10.6  |  |       |      | 41.0  |   |      |       | (16.7 | )
|                                                  |                                          |                              |       |                  |       |      |      |       |       |  |       |      |       |   |      |      
|Operating income (loss)                           |                                          |                              | (25.9 | )                |       |      | 17.1 |       |       |  | (13.4 | )    |       |   | 44.1 |      
|                                                  |                                          |                              |       |                  |       |      |      |       |       |  |       |      |       |   |      |      
|Other income (expense):                           |                                          |                              |       |                  |       |      |      |       |       |  |       |      |       |   |      |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Interest income                          |                              |       | 0.0              |       |      |      | 2.0   |       |  |       | 0.7  |       |   |      | 1.4   |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Interest expense                         |                              |       | (5.5             | )     |      |      | (0.3  | )     |  |       | (4.7 | )     |   |      | (0.5  | )    
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Other                                    |                              |       | 0.3              |       |      |      | (0.5  | )     |  |       | (4.0 | )     |   |      | (0.9  | )    
|                                                  |                                          |                              |       |                  |       |      |      |       |       |  |       |      |       |   |      |      
|                                                  |                                          | Total other income (expense) |       |                  | (5.2  | )    |      |       | 1.2   |  |       |      | (8.0  | ) |      |       | 0.0   |  
|                                                  |                                          |                              |       |                  |       |      |      |       |       |  |       |      |       |   |      |      
|Income (loss) from operations before income taxes |                                          |                              | (31.1 | )                |       |      | 18.3 |       |       |  | (21.4 | )    |       |   | 44.1 |      
|                                                  |                                          |                              |       |                  |       |      |      |       |       |  |       |      |       |   |      |      
|Provision (benefit) for income taxes              |                                          |                              | (11.5 | )                |       |      | 7.7  |       |       |  | (6.4  | )    |       |   | 18.5 |      
|                                                  |                                          |                              |       |                  |       |      |      |       |       |  |       |      |       |   |      |      
|Net income (loss)                                 |                                          |                              | (19.6 | )%               |       |      | 10.6 | %     |       |  | (15.0 | )%   |       |   | 25.6 | %    
|                                                  |                                          |                              |       |                  |       |      |      |       |       |  |       |      |       |   |      |      

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Three Months Ended June 30, 1999 Compared to Three Months
 Ended June 30, 2000

Revenues.Revenues for the three months ended
June 30, 2000 were $34.3 million compared to
$16.1 million for the prior year, an increase of
$18.2 million or 113%. Increased revenue in North America of
 $15.6 million was the largest contributor to the growth,
with the XM Satellite contract providing 72% of the North
American increase. Increased revenue in Europe and the Middle
East of $4.2 million also contributed to the growth, offset
by declines in Central and Latin America.

Cost of Revenues.Cost of revenues for the three months
ended June 30, 2000 was $24.8 million compared to
$12.6 million for the prior year, an increase of
$12.2 million or 97%. As a percentage of total revenues,
cost of revenues was 72.3% and 77.8% for 2000 and 1999,
respectively.

Gross Profit.Gross profit for the three months ended
June 30, 2000 was $9.5 million compared to
$3.6 million for the prior year, an increase of
$5.9 million or 166%. The gross profit increase is largely
attributable to the increase in revenues. As a percentage of
total revenues, gross profit was 27.7% and 22.2% for 2000 and
1999, respectively. The 2000 gross profit margin compares
favorably to the prior year because of several non-recurring
charges of $0.7 million incurred in 1999.

Sales and Marketing.Sales and marketing expenses were
$2.3 million for the three months ended June 30, 2000
compared to $1.2 million for the prior year, an increase of
$1.0 million. The increase is due primarily to business
development efforts in the Companys Europe and Middle East
regions.

General and Administrative.General and administrative
expenses were $4.8 million for the three months ended
June 30, 2000 compared to $5.7 million for the prior
year, a decrease of $0.9 million. The decline is largely due
 to large legal expenditures in 1999 relative to litigation with
minority shareholders of Microcell and support relative to the
sale of discontinued operations.

Tower Portfolio Sale and Administration.During
February 2000, the company entered into an agreement for the
 sale of up to 197 tower sites owned or to be constructed for a
total purchase price of up to approximately $80.0 million
when the sites are conveyed. During the current quarter 31 towers
 were successfully conveyed resulting in a net gain of
$4.1 million.

Depreciation and Amortization.Depreciation and
amortization expense was $0.6 million for the three months
ended June 30, 2000 compared to $0.8 million for the
prior year. The decrease is a result of the reduction in assets
sold as part of the Companys tower portfolio sale.

Interest Income/ Expense.Interest income, net of interest
 expense, was $0.6 million for the three months ended
June 30, 2000 compared to an expense of ($0.9) million
for the prior year. The interest expense in 1999 was largely
attributed to borrowings under the Companys credit facility
 to finance the construction of towers. The proceeds from the
sale of the towers in 2000 provided sufficient proceeds to repay
the Companys credit facility and provide cash reserves that
 generated the interest income.

Other Expense.Other expense was $0.2 million for the
 three months ended June 30, 2000 compared to income of
$0.1 million in the prior year. The other expense in the
current quarter is largely attributable to losses using the
equity method of accounting for the Companys 19.9%
investment in Tecnosistemi of $0.4 million. These losses
were offset by a gain of $0.3 million from proceeds received
 in excess of that anticipated from the final installment payment
 received from a Company sold in 1998.

Provision (Benefit) for Income Taxes.The provision for
income taxes was $2.6 million for the three months ended
June 30, 2000 compared to a benefit of $1.9 million for
 the prior year. The provision for income taxes was recorded for
the three months ended June 30, 2000 using an effective tax
rate of 42.0%. The effective tax rate in excess of the statutory
rate reflects the effect of non-deductible expenses resulting
from the tower portfolio sale. The benefit for income taxes was
recorded in 1999 based on an effective income tax rate or
approximately 36.9%. The change in effective income tax rates is
due both to the impact of the sale of the telecommunication tower
 portfolio and to the conversion of the MCI note during the third
 quarter of 1999.

Net Income (Loss).Net income was $3.6 million for
the three months ended June 30, 2000 compared to a loss of
$3.2 million for the prior year. The increase in net income
was due to income generated from the sale of the
telecommunication towers conveyed during the quarter and an
increase in gross profit generated by increased revenue.

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##### Table of Contents



Six Months Ended June 30, 1999 Compared to Six Months
Ended June 30, 2000

Revenues.Revenues for the six months ended June 30,
2000 were $64.4 million compared to $33.8 million for
the prior year, an increase of $30.6 million or 91%.
Increased revenue in North America of $26.1 million was the
largest contributor to the growth, with the XM Satellite contract
 providing 85% of the North American increase. Increased revenue
in Europe and the Middle East of $8.4 million also
contributed to the growth, offset by declines in Central and
Latin America and Asia.

Cost of Revenues.Cost of revenues for the six months
ended June 30, 2000 was $46.8 million compared to
$24.5 million for the prior year, an increase of
$22.3 million or 91%. As a percentage of total revenues,
cost of revenues was 72.6% and 72.4% for 2000 and 1999,
respectively.

Gross Profit.Gross profit for the six months ended
June 30, 2000 was $17.7 million compared to
$9.3 million for the prior year, an increase of
$8.4 million or 90%. As a percentage of total revenues,
gross profit was 27.4% and 27.6% for 2000 and 1999, respectively.

Sales and Marketing.Sales and marketing expenses were
$4.1 million for the six months ended June 30, 2000
compared to $2.8 million for the prior year, an increase of
$1.3 million. The increase is due primarily to business
development efforts related to the Companys Europe and
Middle East regions.

General and Administrative.General and administrative
expenses were $8.9 million for the six months ended
June 30, 2000 compared to $9.5 million for the prior
year, a decrease of $0.7 million. The decline is largely due
 to large legal expenditures in 1999 relative to litigation with
minority shareholders of Microcell and support relative to the
sale of discontinued operations.

Tower Portfolio Sale and Administration.During
February 2000, the company entered into an agreement for the
 sale of up to 197 tower sites owned or to be constructed for a
total purchase price of up to approximately $80.0 million
when the sites are conveyed. Through the end of June 2000,
170 towers were successfully conveyed resulting in a net gain of
$25.3 million. The remaining towers are expected to convey
periodically through year-end.

Depreciation and Amortization.Depreciation and
amortization expense was $1.6 million for the six months
ended June 30, 2000 compared to $1.5 million in 1999.
The increase is due to capital spending to support the
Companys growth, offset by a decrease of $0.2 million
as a result of the reduction in assets sold as part of the
Companys tower portfolio sale.

Interest Income/ Expense.Interest income, net of interest
 expense, was $0.6 million for the six months ended
June 30, 2000 compared to an expense of ($1.4) million
for the prior year. The interest expense in 1999 was largely
attributed to borrowings under the Companys credit facility
 to finance the construction of towers. The proceeds from the
sale of the towers in 2000 provided sufficient proceeds to repay
the Companys credit facility and provide cash reserves that
 generated the interest income.

Other (Expense).Other expense was $0.5 million for
the six months ended June 30, 2000 compared to
$1.3 million for the prior year, a decrease of
$0.8 million. The other expense in the current year is
largely attributable to losses using the equity method of
accounting for the Companys 19.9% investment in
Tecnosistemi of $0.6 million. The loss in 1999 was largely
driven by foreign currency transaction losses of approximately
$1.4 million relative to the Companys Latin America
operations.

Provision (Benefit) for Income Taxes.The provision for
income taxes was $11.9 million for the six months ended
June 30, 2000 compared to a benefit of $2.2 million for
 the prior year. The provision for income taxes was recorded for
the six months ended June 30, 2000 using an effective tax
rate of 42.0%. The effective tax rate in excess of the statutory
rate reflects the effect of non-deductible expenses resulting
from the tower portfolio sale. The benefit for income taxes was
recorded in 1999 based on an effective income tax rate or
approximately 30.1%. The change in effective income tax rates is
due both to the impact of the sale of the telecommunication tower
 portfolio and to the conversion of the MCI note during the third
 quarter of 1999.

Net Income (Loss).Net income was $16.5 million for
the six months ended June 30, 2000 compared to a loss of
$5.1 million for the prior year. The increase in net income
was due to income generated from the sale of the
telecommunication towers conveyed during the year and additional
gross profit generated by increased revenue.

12



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##### Table of Contents



Liquidity and Capital Resources

Cash and cash equivalents were $13.2 million at
June 30, 2000 compared to $2.0 million at
December 31, 1999, an increase of $11.2 million. Cash
combined with short-term investments at June 30, 2000
provides total liquid assets of $36.7 million. This increase
 in liquidity stems from cash received from the tower portfolio
sale of $69.9 million. The tower proceeds were largely used
to acquire minority shareholders interests in the tower
subsidiary ($7.2 million), eliminate debt
($4.5 million), and fund operating activities
($22.7 million). Cash used in operating activities was
primarily related to receivable growth as a result of increased
revenue.

Working capital was $53.9 million at June 30, 2000
compared to $(8.0) million at December 31, 1999, an increase
 of $61.9 million. The increase in working capital was
primarily due to the proceeds received to-date from the sale of
the Companys telecommunication tower portfolio. The Company
 believes it has sufficient working capital for the next year.

13



---



##### Table of Contents






PART II:  OTHER INFORMATION




Item 1:  Legal Proceedings

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




Item 2:  Changes in Securities

Not Applicable




Item 3:  Defaults Upon Senior Securities

Not Applicable




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

The Annual Meeting of Shareholders was held on May 16, 2000.
 All of the proposals for Shareholder consideration at the Annual
 Meeting were approved. The following is a tabulation of the
voting on each proposal presented at the Annual Meeting.

Proposal 1 Election of Directors

|                        |  |         |      |              |  |               |  |              |          |   |  |  |     |  
|----------------------- |  | ------- | ---- | ------------ |  | ------------- |  | ------------ | -------- | - |  |  | --- | -
|                        |  | Term    |      |              |  | Votes         |  | Broker      
|Elected Director        |  | Expires |      | Votes For(1) |  | Withheld(1)   |  | Non-Votes(1)
|                        |  |         |      |              |  |               |  |             
|C. Thomas Faulders, III |  |         | 2001 |              |  | 10,754,972(A) |  |              | 32,550(A | ) |  |  | 0(A | )
|                        |  |         |      |              |  | 84,499,840(B) |  |              | 0(B      | ) |  |  | 0(B | )
|                       
|                       
|                       
|                       
|Rajendra Singh          |  |         | 2001 |              |  | 10,754,972(A) |  |              | 32,550(A | ) |  |  | 0(A | )
|                        |  |         |      |              |  | 84,499,840(B) |  |              | 0(B      | ) |  |  | 0(B | )
|                       
|                       
|                       
|                       
|Neera Singh             |  |         | 2001 |              |  | 10,754,972(A) |  |              | 32,550(A | ) |  |  | 0(A | )
|                        |  |         |      |              |  | 84,499,840(B) |  |              | 0(B      | ) |  |  | 0(B | )
|                       
|                       
|                       
|                       
|Mark Ein                |  |         | 2001 |              |  | 10,754,972(A) |  |              | 32,550(A | ) |  |  | 0(A | )
|                        |  |         |      |              |  | 84,499,840(B) |  |              | 0(B      | ) |  |  | 0(B | )
|                       
|                       
|                       
|                       
|Arno Penzias            |  |         | 2001 |              |  | 10,754,972(A) |  |              | 32,550(A | ) |  |  | 0(A | )
|                        |  |         |      |              |  | 84,499,840(B) |  |              | 0(B      | ) |  |  | 0(B | )
|                       
|                       
|                       
|                       
|Steven Gilbert          |  |         | 2001 |              |  | 10,754,972(A) |  |              | 32,550(A | ) |  |  | 0(A | )
|                        |  |         |      |              |  | 84,499,840(B) |  |              | 0(B      | ) |  |  | 0(B | )
|                       
|                       
|                       
|                       
|Gregory Ledford         |  |         | 2001 |              |  | 10,754,972(A) |  |              | 32,550(A | ) |  |  | 0(A | )
|                        |  |         |      |              |  | 84,499,840(B) |  |              | 0(B      | ) |  |  | 0(B | )

Proposal 2 Ratification of the
appointment of KPMG LLP as the independent auditors of the
Company for the fiscal year ended December 31, 2000.

|              |  |            |         |               |  |              |         |   |  |  |     |  
|------------- |  | ---------- | ------- | ------------- |  | ------------ | ------- | - |  |  | --- | -
|Votes         |  | Votes      |         | Votes         |  | Broker      
|For(1)        |  | Against(1) |         | Abstaining(1) |  | Non-Votes(1)
|              |  |            |         |               |  |             
|10,734,247(A) |  |            | 2,025(A | )             |  |              | 1,250(A | ) |  |  | 0(A | )
|84,499,840(B) |  |            | 0(B     | )             |  |              | 0(B     | ) |  |  | 0(B | )

14



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##### Table of Contents



Proposal 3 Adoption of an amendment to
the Employee Plan increasing the maximum number of Class A
Common Stock that may be issued upon exercise of options granted
thereunder to 8,825,000 shares.

|              |  |            |             |               |  |              |         |   |  |  |     |  
|------------- |  | ---------- | ----------- | ------------- |  | ------------ | ------- | - |  |  | --- | -
|Votes         |  | Votes      |             | Votes         |  | Broker      
|For(1)        |  | Against(1) |             | Abstaining(1) |  | Non-Votes(1)
|              |  |            |             |               |  |             
|5,280,681(A)  |  |            | 1,676,622(A | )             |  |              | 4,317(A | ) |  |  | 0(A | )
|84,499,840(B) |  |            | 0(B         | )             |  |              | 0(B     | ) |  |  | 0(B | )

Proposal 4 Adoption of an amendment to
the Directors Plan increasing the maximum number of
Class A Common Stock that may be issued upon exercise of
options granted thereunder to 250,000 shares and the maximum
number of Class B Common Stock that may be issued upon
exercise of options remain the same at 250,000 shares.

|              |  |            |           |               |  |              |         |   |  |  |     |  
|------------- |  | ---------- | --------- | ------------- |  | ------------ | ------- | - |  |  | --- | -
|Votes         |  | Votes      |           | Votes         |  | Broker      
|For(1)        |  | Against(1) |           | Abstaining(1) |  | Non-Votes(1)
|              |  |            |           |               |  |             
|6,708,650(A)  |  |            | 245,803(A | )             |  |              | 7,167(A | ) |  |  | 0(A | )
|84,499,840(B) |  |            | 0(B       | )             |  |              | 0(B     | ) |  |  | 0(B | )




|         |                                                                                                                                                                                                                               
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note(1): | The shareholders are entitled to vote as a single class, with
        each share of the Companys Class A Common Stock having
         one vote and each share of the Companys Class B
        Common Stock having ten votes.




Item 5:  Other Information

Not Applicable




Item 6:  Exhibits and Reports on Form 8-K

(a)  Exhibits

11  Computations of Earnings Per Common Share

27  Financial Data Schedule

(b)  Reports on Form 8-K

On July 31, 2000, the Company filed a Current Report on
Form 8-K/ A amending exhibit 2.1 of the original Report on
Form 8-K to include certain information previously omitted
pursuant to a request for confidential treatment. No other
information in the original Report on Form 8-K was amended
by this amendment.

15



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##### Table of Contents






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: August 10, 2000 |  | Signed: /s/ DAVID N. WALKERDavid N. Walker
	Senior Vice President, Treasurer
	and Chief Financial Officer

16