##### 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, 1999             
|     |  | or                                                                                                                                                                       
|[  ] |  | Transition Report Pursuant to Section 13 or 15(d) of
         the Securities
        Exchange Act of 1934
        For the transition period from           to           .

Commission File Number: 0-21213

LCC International, Inc.

(Exact name of registrant as specified in its
charter)




---

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

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

Not Applicable




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

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

Yes  X
          No

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

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

Yes  
          No

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

As of August 5, 1999, the registrant had outstanding
10,116,094 shares of Class A Common Stock, par value
$0.01 per share (the Class A Common Stock) and
8,460,984 shares of Class B Common Stock, par value
$0.01 per share (the Class B Common Stock).



---






---

TABLE OF CONTENTS



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



---



LCC International, Inc. and Subsidiaries

Quarterly Report on Form 10-Q

For the quarter ended June 30, 1999


INDEX

|         |  |                                                                                                                           |  |        |    | 
|-------- |  | ------------------------------------------------------------------------------------------------------------------------- |  | ------ | -- | 
|         |  |                                                                                                                           |  | Page  
|         |  |                                                                                                                           |  | Number
|         |  |                                                                                                                           |  |       
|PART I:  |  | FINANCIAL INFORMATION                                                                                                     |  |        |    | 
|        
|        
|        
|        
|ITEM  1: |  | FINANCIAL STATEMENTS                                                                                                      |  |        |    | 
|        
|        
|        
|        
|         |  | Condensed consolidated statements of operations for the three and
         six month periods ended June 30, 1998 and 1999 |  |        | 3  | 
|        
|        
|        
|        
|         |  | Condensed consolidated balance sheets as of December 31,
        1998 and June 30, 1999                                   |  |        | 4  | 
|        
|        
|        
|        
|         |  | Condensed consolidated statements of cash flows for the six
        months ended June 30, 1998 and 1999                   |  |        | 5  | 
|        
|        
|        
|        
|         |  | Notes to condensed consolidated financial statements                                                                      |  |        | 6  | 
|        
|        
|        
|        
|ITEM  2: |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS                             |  |        | 10 | 
|        
|        
|        
|        
|PART II: |  | OTHER INFORMATION                                                                                                         |  |        | 17 | 
|        
|        
|        
|        
|ITEM  1: |  | Legal Proceedings                                                                                                         |  |        | 17 | 
|        
|        
|        
|        
|ITEM  2: |  | Changes in Securities                                                                                                     |  |        | 17 | 
|        
|        
|        
|        
|ITEM  3: |  | Defaults Upon Senior Securities                                                                                           |  |        | 17 | 
|        
|        
|        
|        
|ITEM  4: |  | Submission Of Matters to a Vote of Security Holders                                                                       |  |        | 17 | 
|        
|        
|        
|        
|ITEM  5: |  | Other Information                                                                                                         |  |        | 18 | 
|        
|        
|        
|        
|ITEM  6: |  | Exhibits and Reports on Form 8K                                                                                           |  |        | 18 | 

2



---



##### 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,        
|                                                                        |                                |                    |        |                 
|                                                                        |                                | 1998               |        | 1999             |   | 1998 |        | 1999  
|                                                                        |                                |                    |        |                  |   |      |        |       
|REVENUES:                                                               |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Services                       |                    | $      | 21,589           |   |      | $      | 15,679 |   |   | $      | 44,095 |   |   | $      | 33,124 |  
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Tower ownership and management |                    |        | 201              |   |      |        | 452    |   |   |        | 328    |   |   |        | 680    |  
|                                                                        |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                        |                                |                    | 21,790 |                  |   |      | 16,131 |        |   |   | 44,423 |        |   |   | 33,804 |       
|                                                                        |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|COST OF REVENUES:                                                       |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Services                       |                    |        | 16,000           |   |      |        | 12,256 |   |   |        | 31,616 |   |   |        | 23,961 |  
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Tower ownership and management |                    |        | 110              |   |      |        | 300    |   |   |        | 182    |   |   |        | 525    |  
|                                                                        |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                        |                                |                    | 16,110 |                  |   |      | 12,556 |        |   |   | 31,798 |        |   |   | 24,486 |       
|                                                                        |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|GROSS PROFIT                                                            |                                |                    | 5,680  |                  |   |      | 3,575  |        |   |   | 12,625 |        |   |   | 9,318  |       
|                                                                        |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|OPERATING EXPENSES:                                                     |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Sales and marketing            |                    |        | 997              |   |      |        | 1,247  |   |   |        | 1,786  |   |   |        | 2,799  |  
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | General and administrative     |                    |        | 4,960            |   |      |        | 5,808  |   |   |        | 8,872  |   |   |        | 9,512  |  
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Non-cash compensation          |                    |        | 109              |   |      |        | (118   | ) |   |        | 218    |   |   |        | (12    | )
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Depreciation and amortization  |                    |        | 595              |   |      |        | 820    |   |   |        | 1,023  |   |   |        | 1,539  |  
|                                                                        |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                        |                                |                    | 6,661  |                  |   |      | 7,757  |        |   |   | 11,899 |        |   |   | 13,838 |       
|                                                                        |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|OPERATING INCOME (LOSS)                                                 |                                |                    | (981   | )                |   |      | (4,182 | )      |   |   | 726    |        |   |   | (4,520 | )     
|                                                                        |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|OTHER INCOME (EXPENSE):                                                 |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Interest income                |                    |        | 255              |   |      |        |       |   |   |        | 505    |   |   |        | 220    |  
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Interest expense               |                    |        | (573             | ) |      |        | (894   | ) |   |        | (1,146 | ) |   |        | (1,595 | )
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Other expense                  |                    |        | (79              | ) |      |        | 55     |   |   |        | (252   | ) |   |        | (1,344 | )
|                                                                        |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                        |                                |                    | (397   | )                |   |      | (839   | )      |   |   | (893   | )      |   |   | (2,719 | )     
|                                                                        |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                     |                                |                    | (1,378 | )                |   |      | (5,021 | )      |   |   | (167   | )      |   |   | (7,239 | )     
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|BENEFIT FOR INCOME TAXES                                                |                                |                    | (546   | )                |   |      | (1,854 | )      |   |   | (66    | )      |   |   | (2,180 | )     
|                                                                        |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|LOSS FROM CONTINUING OPERATIONS                                         |                                |                    | (832   | )                |   |      | (3,167 | )      |   |   | (101   | )      |   |   | (5,059 | )     
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|LOSS FROM DISCONTINUED OPERATIONS NET OF TAX BENEFITS                   |                                |                    | (1,364 | )                |   |      |       |        |   |   | (1,796 | )      |   |   |       |       
|                                                                        |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|NET LOSS                                                                |                                | $                  | (2,196 | )                |   | $    | (3,167 | )      |   | $ | (1,897 | )      |   | $ | (5,059 | )     
|                                                                        |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|NET LOSS PER SHARE:                                                     |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|CONTINUING OPERATIONS                                                   |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Basic                          |                    | $      | (0.05            | ) |      | $      | (0.20  | ) |   | $      | (0.00  | ) |   | $      | (0.32  | )
|                                                                        |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                        | Diluted                        |                    | $      | (0.05            | ) |      | $      | (0.20  | ) |   | $      | (0.00  | ) |   | $      | (0.32  | )
|                                                                        |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|DISCONTINUED OPERATIONS                                                 |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Basic                          |                    | $      | (0.09            | ) |      |        |       |   |   | $      | (0.12  | ) |   |        |       |  
|                                                                        |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                        | Diluted                        |                    | $      | (0.09            | ) |      |        |       |   |   | $      | (0.12  | ) |   |        |       |  
|                                                                        |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|NET LOSS PER SHARE                                                      |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Basic                          |                    | $      | (0.14            | ) |      | $      | (0.20  | ) |   | $      | (0.12  | ) |   | $      | (0.32  | )
|                                                                        |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                        | Diluted                        |                    | $      | (0.14            | ) |      | $      | (0.20  | ) |   | $      | (0.12  | ) |   | $      | (0.32  | )
|                                                                        |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|WEIGHTED AVERAGE SHARES USED IN THE CALCULATION OF NET LOSS PER
	SHARE: |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Basic                          |                    |        | 15,480           |   |      |        | 15,702 |   |   |        | 15,350 |   |   |        | 15,671 |  
|                                                                        |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       
|                                                                        | Diluted                        |                    |        | 15,480           |   |      |        | 15,702 |   |   |        | 15,350 |   |   |        | 15,671 |  
|                                                                        |                                |                    |        |                  |   |      |        |        |   |   |        |        |   |   |        |       

See accompanying notes to condensed consolidated financial
statements.

3



---



##### Table of Contents



LCC International, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except per share data)


|                                                                                  |                                                                                                                                                                     |                                         |         |             |        |             |         |        |        |   |         |        |        | 
|--------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------- | ------- | ----------- | ------ | ----------- | ------- | ------ | ------ | - | ------- | ------ | ------ | 
|                                                                                  |                                                                                                                                                                     | December 31,                            |         | June 30,    |        | June 30,   
|                                                                                  |                                                                                                                                                                     | 1998                                    |         | 1999        |        | 1999       
|                                                                                  |                                                                                                                                                                     |                                         |         |             |        |            
|                                                                                  |                                                                                                                                                                     |                                         |         | (Unaudited) |        | (Pro-Forma,
|                                                                                  |                                                                                                                                                                     |                                         |         |             |        | Unaudited) 
|                                                                                  |                                                                                                                                                                     |                                         |         |             |        | (Note 8)   
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|ASSETS:                                                                           |                                                                                                                                                                     |                                         |         |             |        |             |         |        |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Current assets:                                                                   |                                                                                                                                                                     |                                         |         |             |        |             |         |        |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Cash and cash equivalents                                                                                                                                           |                                         | $       | 4,240       |        |             | $       | 3,859  |        |   | $       | 3,859  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Short-term investments                                                                                                                                              |                                         |         | 113         |        |             |         | 113    |        |   |         | 113    |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Receivables, net of allowance for doubtful accounts of $10,453
	and $8,089 at December 31, 1998 and June 30, 1999,
	respectively:                                   |                                         |         |             |        |             |         |        |        |   |         |        |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                                                                                                                                     | Trade accounts receivable               |         |             | 13,028 |             |         |        | 12,647 |   |         |        | 12,647 | 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                                                                                                                                     | Due from related parties and affiliates |         |             | 611    |             |         |        | 1,347  |   |         |        | 1,347  | 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                                                                                                                                     | Unbilled receivables                    |         |             | 6,078  |             |         |        | 4,498  |   |         |        | 4,498  | 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Deferred income taxes, net                                                                                                                                          |                                         |         | 12,050      |        |             |         | 8,365  |        |   |         | 8,365  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Prepaid expenses and other current assets                                                                                                                           |                                         |         | 3,072       |        |             |         | 2,863  |        |   |         | 2,863  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Net assets of discontinued operations                                                                                                                               |                                         |         | 9,139       |        |             |         | 11,543 |        |   |         | 11,543 |       
|                                                                                  |                                                                                                                                                                     |                                         |         |             |        |             |         |        |        |   |         |       
|                                                                                  |                                                                                                                                                                     | Total current assets                    |         |             | 48,331 |             |         |        | 45,235 |   |         |        | 45,235 | 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Property and equipment, net                                                       |                                                                                                                                                                     |                                         | 22,132  |             |        |             | 32,542  |        |        |   | 32,542  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Deferred income taxes, net                                                        |                                                                                                                                                                     |                                         | 12,705  |             |        |             | 18,606  |        |        |   | 11,856  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Other assets                                                                      |                                                                                                                                                                     |                                         | 1,036   |             |        |             | 1,336   |        |        |   | 1,336   |       
|                                                                                  |                                                                                                                                                                     |                                         |         |             |        |             |         |        |        |   |         |       
|                                                                                  |                                                                                                                                                                     | $                                       | 84,204  |             |        | $           | 97,719  |        |        | $ | 90,969  |       
|                                                                                  |                                                                                                                                                                     |                                         |         |             |        |             |         |        |        |   |         |       
|LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT):                                   |                                                                                                                                                                     |                                         |         |             |        |             |         |        |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Current liabilities:                                                              |                                                                                                                                                                     |                                         |         |             |        |             |         |        |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Line of credit                                                                                                                                                      |                                         | $       |            |        |             | $       | 11,961 |        |   | $       | 11,961 |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Convertible note payable                                                                                                                                            |                                         |         |            |        |             |         | 5,000  |        |   |         | 5,000  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Accounts payable                                                                                                                                                    |                                         |         | 4,637       |        |             |         | 5,808  |        |   |         | 5,808  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Accrued expenses                                                                                                                                                    |                                         |         | 8,153       |        |             |         | 8,856  |        |   |         | 8,856  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Accrued employee compensation and benefits                                                                                                                          |                                         |         | 9,702       |        |             |         | 9,904  |        |   |         | 9,904  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Deferred revenue                                                                                                                                                    |                                         |         | 277         |        |             |         | 531    |        |   |         | 531    |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Income taxes payable                                                                                                                                                |                                         |         | 7,894       |        |             |         | 6,589  |        |   |         | 8,558  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Obligations under incentive plans                                                                                                                                   |                                         |         | 55          |        |             |         |       |        |   |         |       |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Other current liabilities                                                                                                                                           |                                         |         | 3,142       |        |             |         | 3,686  |        |   |         | 3,686  |       
|                                                                                  |                                                                                                                                                                     |                                         |         |             |        |             |         |        |        |   |         |       
|                                                                                  |                                                                                                                                                                     | Total current liabilities               |         |             | 33,860 |             |         |        | 52,335 |   |         |        | 54,304 | 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Convertible subordinated debt                                                     |                                                                                                                                                                     |                                         | 50,000  |             |        |             | 50,000  |        |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Other liabilities                                                                 |                                                                                                                                                                     |                                         | 115     |             |        |             | 22      |        |        |   | 22      |       
|                                                                                  |                                                                                                                                                                     |                                         |         |             |        |             |         |        |        |   |         |       
|Total liabilities                                                                 |                                                                                                                                                                     |                                         | 83,975  |             |        |             | 102,357 |        |        |   | 54,326  |       
|                                                                                  |                                                                                                                                                                     |                                         |         |             |        |             |         |        |        |   |         |       
|Preferred stock:                                                                  |                                                                                                                                                                     |                                         |         |             |        |             |         |        |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | 10,000 shares authorized; -0- shares issued and outstanding                                                                                                         |                                         |         |            |        |             |         |       |        |   |         |       |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Class A common stock, $.01 par value:                                             |                                                                                                                                                                     |                                         |         |             |        |             |         |        |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | 70,000 shares authorized; 7,180 and 7,219 shares issued and
	outstanding at December 31, 1998 and June 30, 1999,
	respectively (10,060 shares on a Pro-Forma basis) |                                         |         | 72          |        |             |         | 72     |        |   |         | 101    |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Class B common stock, $.01 par value:                                             |                                                                                                                                                                     |                                         |         |             |        |             |         |        |        |   |         |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | 20,000 shares authorized; 8,461 shares issued and outstanding at
	December 31, 1998 and June 30, 1999                                                               |                                         |         | 85          |        |             |         | 85     |        |   |         | 85     |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Paid-in capital                                                                   |                                                                                                                                                                     |                                         | 37,130  |             |        |             | 37,462  |        |        |   | 78,714  |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Accumulated deficit                                                               |                                                                                                                                                                     |                                         | (33,590 | )           |        |             | (38,649 | )      |        |   | (38,649 | )     
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Note receivable from shareholder                                                  |                                                                                                                                                                     |                                         | (2,100  | )           |        |             | (2,100  | )      |        |   | (2,100  | )     
|                                                                                  |                                                                                                                                                                     |                                         |         |             |        |             |         |        |        |   |         |       
|                                                                                  | Subtotal                                                                                                                                                            |                                         |         | 1,597       |        |             |         | (3,130 | )      |   |         | 38,151 |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Accumulated other comprehensive loss  foreign currency
	 translation adjustments |                                                                                                                                                                     |                                         | (1,368  | )           |        |             | (1,508  | )      |        |   | (1,508  | )     
|                                                                                  |                                                                                                                                                                     |                                         |         |             |        |             |         |        |        |   |         |       
|                                                                                  | Total shareholders equity (deficit)                                                                                                                                |                                         |         | 229         |        |             |         | (4,638 | )      |   |         | 36,643 |       
|                                                                                  |                                                                                                                                                                     |                                         |         |             |        |             |         |        |        |   |         |       
|                                                                                  |                                                                                                                                                                     | $                                       | 84,204  |             |        | $           | 97,719  |        |        | $ | 90,969  |       
|                                                                                  |                                                                                                                                                                     |                                         |         |             |        |             |         |        |        |   |         |       

See accompanying notes to condensed consolidated financial
statements.

4



---



##### Table of Contents



LCC International, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)


(Unaudited)


|                                                                                |                                                                                                                  |                                              |                                          |        |       |        |         |         |       |        |  
|------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------- | -------------------------------------------- | ---------------------------------------- | ------ | ----- | ------ | ------- | ------- | ----- | ------ | -
|                                                                                |                                                                                                                  |                                             
|                                                                                |                                                                                                                  | Six Months Ended                            
|                                                                                |                                                                                                                  | June 30,                                    
|                                                                                |                                                                                                                  |                                             
|                                                                                |                                                                                                                  | 1998                                         |                                          | 1999  
|                                                                                |                                                                                                                  |                                              |                                          |       
|Cash flows from operating activities:                                           |                                                                                                                  |                                              |                                          |        |       |        |         |        
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Income (loss) from continuing operations                                                                         |                                              | $                                        | (101   | )     |        | $       | (5,059  | )    
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Adjustments to reconcile income (loss) from continuing
	operations to net cash provided by operating activities: |                                              |                                          |        |       |        |         |         |      
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                |                                                                                                                  | Depreciation and amortization                |                                          |        | 1,023 |        |         |         | 1,539 |       
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                |                                                                                                                  | Provision for doubtful accounts              |                                          |        | 1     |        |         |         |      |       
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                |                                                                                                                  | Non-cash compensation                        |                                          |        | 218   |        |         |         | (12   | )     
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                |                                                                                                                  | Loss from investments in joint ventures, net |                                          |        | 267   |        |         |         |      |       
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                |                                                                                                                  | Changes in operating assets and liabilities: |                                          |        |       |        |         |         |       |       
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                |                                                                                                                  |                                              | Trade, unbilled, and other receivables   |        |       | (1,656 | )       |         |       | 1,225  |  
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                |                                                                                                                  |                                              | Accounts payable and accrued expenses    |        |       | (116   | )       |         |       | 2,076  |  
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                |                                                                                                                  |                                              | Other current assets and liabilities     |        |       | (3,778 | )       |         |       | 3,332  |  
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                |                                                                                                                  |                                              | Other non-current assets and liabilities |        |       | 1,778  |         |         |       | (6,142 | )
|                                                                                |                                                                                                                  |                                              |                                          |        |       |        |         |        
|Net cash used in operating activities                                           |                                                                                                                  |                                              | (2,364                                   | )      |       |        | (3,041  | )      
|                                                                                |                                                                                                                  |                                              |                                          |        |       |        |         |        
|Cash flows from investing activities:                                           |                                                                                                                  |                                              |                                          |        |       |        |         |        
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Decrease in short term investments, net                                                                          |                                              |                                          | 8,552  |       |        |         |        |      
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Purchases of property and equipment                                                                              |                                              |                                          | (8,663 | )     |        |         | (11,233 | )    
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Investment in joint ventures                                                                                     |                                              |                                          | (154   | )     |        |         |        |      
|                                                                                |                                                                                                                  |                                              |                                          |        |       |        |         |        
|Net cash used in investing activities                                           |                                                                                                                  |                                              | (265                                     | )      |       |        | (11,233 | )      
|                                                                                |                                                                                                                  |                                              |                                          |        |       |        |         |        
|Cash flows from financing activities:                                           |                                                                                                                  |                                              |                                          |        |       |        |         |        
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Proceeds from issuance of common stock, net                                                                      |                                              |                                          | 466    |       |        |         | 109     |      
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Proceeds from exercise of options                                                                                |                                              |                                          | 2,579  |       |        |         | 222     |      
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Proceeds from note payable/line of credit                                                                        |                                              |                                          |       |       |        |         | 16,961  |      
|                                                                                |                                                                                                                  |                                              |                                          |        |       |        |         |        
|Net cash provided by(used in) financing activities                              |                                                                                                                  |                                              | 3,045                                    |        |       |        | 17,292  |        
|                                                                                |                                                                                                                  |                                              |                                          |        |       |        |         |        
|Net increase (decrease) in cash and cash
	equivalents  continuing operations   |                                                                                                                  |                                              | 416                                      |        |       |        | 3,018   |        
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Net increase (decrease) in cash and cash
	equivalents  discontinued operations |                                                                                                                  |                                              | (880                                     | )      |       |        | (3,399  | )      
|                                                                                |                                                                                                                  |                                              |                                          |        |       |        |         |        
|Net increase (decrease) in cash and cash equivalents                            |                                                                                                                  |                                              | (464                                     | )      |       |        | (381    | )      
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Cash and cash equivalents at beginning of period                                |                                                                                                                  |                                              | 14,878                                   |        |       |        | 4,240   |        
|                                                                                |                                                                                                                  |                                              |                                          |        |       |        |         |        
|Cash and cash equivalents at end of period                                      |                                                                                                                  | $                                            | 14,414                                   |        |       | $      | 3,859   |        
|                                                                                |                                                                                                                  |                                              |                                          |        |       |        |         |        
|Supplemental disclosures of cash flow information:                              |                                                                                                                  |                                              |                                          |        |       |        |         |        
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Cash paid during the quarter for:                                                                                |                                              |                                          |        |       |        |         |         |      
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                |                                                                                                                  | Interest                                     |                                          | $      | 1,141 |        |         | $       | 1,261 |       
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                |                                                                                                                  | Income taxes                                 |                                          |        | 90    |        |         |         | 1,367 |       

See accompanying notes to condensed consolidated financial
statements.

5



---



##### Table of Contents



LCC International, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)


Note 1:  Description of Operations

LCC International, Inc. and subsidiaries (also referred to as the
 Company) is a leading provider of integrated
services relating to the design, engineering and build-out of
wireless communications systems. The Companys businesses
are as follows:

Services

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

Program management services  The Company
provides program and construction management services related to
the build-out of wireless communications systems.

Towers

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

Note 2:  Basis of Presentation

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

Certain information and footnote disclosure normally included in
the financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
The interim financial statements should be read in conjunction
with the consolidated financial statements and notes thereto
included in the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 1998. Operating
results for the interim periods are not necessarily indicative of
 results for an entire year.

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

Note 3:  Other Comprehensive Income (loss)

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

6



---



##### Table of Contents





|                                                                         |  |                    |        |                  |  |      |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------------------------------ |  | ------------------ | ------ | ---------------- |  | ---- | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                         |  |                    |        |                 
|                                                                         |  | Three Months Ended |        | Six Months Ended
|                                                                         |  | June 30,           |        | June 30,        
|                                                                         |  |                    |        |                 
|                                                                         |  | 1998               |        | 1999             |  | 1998 |        | 1999
|                                                                         |  |                    |        |                  |  |      |        |     
|Net income (loss)                                                        |  | $                  | (2,196 | )                |  | $    | (3,167 | )    |  | $ | (1,897 | ) |  | $ | (5,059 | )
|                                                                         |  |                    |        |                  |  |      |        |      |  |   |        |   |  |   |        |  
|Other comprehensive income (loss), before tax                            |  |                    | 89     |                  |  |      | (213   | )    |  |   | (492   | ) |  |   | (201   | )
|                                                                         |  |                    |        |                  |  |      |        |      |  |   |        |   |  |   |        |  
|Income tax provision (benefit) related to items of
	comprehensive income |  |                    | 51     |                  |  |      | (69    | )    |  |   | (154   | ) |  |   | (61    | )
|                                                                         |  |                    |        |                  |  |      |        |      |  |   |        |   |  |   |        |  
|Other comprehensive income (loss), net of tax                            |  |                    | 38     |                  |  |      | (144   | )    |  |   | (338   | ) |  |   | (140   | )
|                                                                         |  |                    |        |                  |  |      |        |      |  |   |        |   |  |   |        |  
|Comprehensive income (loss)                                              |  | $                  | (2,158 | )                |  | $    | (3,311 | )    |  | $ | (2,235 | ) |  | $ | (5,199 | )
|                                                                         |  |                    |        |                  |  |      |        |      |  |   |        |   |  |   |        |  

Note 4:  Line of Credit

In March 1999, the Company amended and restated its credit
facility, originally established in 1996, with The Chase
Manhattan Bank, as Administrative Agent (Chase)
(together with the LCC Europe Credit Facility, the Credit
Facility). The Credit Facility, as presently in effect,
consists of a revolving loan and letter of credit facility in an
aggregate amount not to exceed $20.0 million for the Company
 and $2.5 million for LCC Europe (the LCC Europe
Credit Facility). The maximum amount available for drawing
under the Credit Facility is the sum of (1) the lesser of
$10.0 million or 85% of the amount of the Companys
receivables which are deemed eligible as a basis for
obtaining credit and (2) an aggregate amount, not to exceed
$12.5 million, which is secured by a collateralized guaranty
 of Dr. Rajendra Singh, Board member of the Company and
Chairman of Telcom Ventures, the Companys largest
shareholder, to the extent that Dr. Singh has deposited the
required collateral with Chase. Dr. Singh is not
contractually committed to provide any collateral to Chase. An
amendment was made to the Credit Facility, dated as of
August 9, 1999, to, among other things, add a provision that
 requires the Company to prepay debt outstanding under the credit
 facility if it receives cash proceeds from the issuance of
capital stock. The aggregate amount available under the facility
will be reduced by amounts prepaid from the cash proceeds
received from capital stock issuance. The revolving loan
commitment will expire in March 2000. The Company does not
currently use interest rate derivative instruments to manage its
exposure to interest rate changes. Effective March 31, 1999
the Credit Facility was amended to revise one of the financial
ratios thereunder. As of June 30, 1999 Dr. Singh,
through Eurofon De Portugal, Inc. (a Singh affiliated
Company), had provided sufficient collateral for LCC to draw
$5.0 million of the $12.5 million portion of the Credit
 Facility that requires collateralization.

Telcom Ventures has assured the Company that it intends to
provide the Company with funding to cover any cash shortfalls the
 Company may have during 1999 in an amount not to exceed
$12.5 million less the sum of: (1) amounts drawn under
the Credit Facility in excess of $10 million, plus
(2) amounts received through additional financings or the
sale of the Products Businesses. These assurances are subject to
the satisfaction of certain conditions, including the parties
reaching agreement on applicable financing documents, and will
apply only as long as Telcom Ventures directly or indirectly owns
 at least 40% of the Companys outstanding common stock,
excluding any stock issued to MCI upon conversion of the MCI
notes.

Note 5:  Convertible Note Payable

In January 1999, the Company entered into a
$5.0 million convertible promissory note with Telcom
Ventures. Under the terms of the note, the entire principal
balance and accrued interest thereon at a rate of
9.0 percent is due on April 30, 2000 or upon the
occurrence of certain events such as the sale of all or
substantially all of the assets of the Company. At anytime from
August 1, 1999 either Telcom Ventures or the Company may
convert the then outstanding principal and accrued, but unpaid
interest into shares of the Companys Class A Common
Stock based on a conversion price of $6.22 per share, subject to
adjustment for stock split, stock dividend, recapitalization or
similar events.

7



---



##### Table of Contents





Note 6:  Contingencies

On February 12, 1999, the minority shareholders of the
Companys majority-owned Microcell subsidiary filed a suit
against the Company, the directors appointed by the Company to
the Microcell Board and Microcell itself, seeking rescission of
the shareholders agreement between the Company and the
minority shareholders (which concerns management of Microcell,
funding commitments and other matters), the appointment of a
custodian or receiver, and unspecified monetary damages. The suit
 alleges, inter alia, breach of a fiduciary duty,
usurpation of corporate opportunities, waste of Microcells
corporate assets, tortious interference with Microcells
prospective business relations, and violations of the
shareholders agreement. On May 6, 1999, the Court
ruled that the plaintiffs had served a demand letter on the Board
 of Directors and therefore, all the plaintiffs derivative
claims were stayed pending the Boards review and
consideration of the derivative claims. The Board of Directors
has retained advisory counsel, and is awaiting the receipt of
counsels findings. On May 12, 1999, the Court
dismissed plaintiffs motion for the appointment of a
custodian or receiver. The Company believes that the case is
without merit and intends to contest this action vigorously.
Plaintiffs filed an amended complaint on June 9, 1999,
asserting that their claims for rescission and breach of the
shareholders agreement and for the appointment of a
custodian or receiver are direct claims. Defendants have filed a
motion to dismiss these claims. Plaintiffs also filed on
June 9, 1999, a motion for a preliminary injunction on
Microcells redemption of certain shares and a motion for
leave to file a supplemental complaint. On July 27, 1999,
the Court denied both motions. Plaintiffs filed a motion for
reargument or reconsideration which was denied on August 11,
 1999. LCC believes it has a meritorious defense.

Note 7:  Segment Information

The Companys operating segments include Services
(Engineering and Design Services and Program Management Services)
 and Tower ownership and management. Engineering and Design
Services provides engineering and design services for cellular
phone system operators, personal communication system
(PCS) operators and other wireless communication
systems providers. Program Management Services provides program
and construction management services related to the build-out of
wireless communication systems. Tower ownership and management
acquires, builds, owns and manages telecommunications towers.
Segment assets are not allocated between the Engineering and
Design and Program Management segments. All assets related to
these two segments are included as part of the Engineering and
Design segment in the tables below.

Segment detail is summarized as follows (in thousands):

|                          |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |     |       |       |   |        |     |     |   |        |     |     |   |        |        |        |   |        |        |        | 
|------------------------- | ----------------------- | --------------- | ------ | ---------- | ------ | --------------- | ------ | ------------- | ------ | ---- | ----- | ----- | ----- | ---- | --- | ----- | ----- | - | ------ | --- | --- | - | ------ | --- | --- | - | ------ | ------ | ------ | - | ------ | ------ | ------ | 
|                          |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |     
|                          |                         |                 |        |            |        | Tower Ownership |        |               |        |     
|                          |                         | Engineering and |        | Program    |        | and             |        |              
|                          |                         | Design          |        | Management |        | Management      |        | Segment Total
|                          |                         |                 |        |            |        |                 |        |              
|                          |                         | 1998            |        | 1999       |        | 1998            |        | 1999          |        | 1998 |       | 1999  |       | 1998 |     | 1999 
|                          |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |     |      
|Six Months Ended June 30, |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |     |       |       |   |        |     |     |   |        |     |     |   |        |        |        |   |        |       
|                         
|                         
|                         
|                         
|Revenues:                 |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |     |       |       |   |        |     |     |   |        |     |     |   |        |        |        |   |        |       
|                         
|                         
|                         
|                         
|                          | From external customers |                 | $      | 35,615     |        |                 | $      | 26,866        |        |      | $     | 8,480 |       |      | $   | 6,258 |       |   | $      | 328 |     |   | $      | 680 |     |   | $      | 44,423 |        |   | $      | 33,804 |       
|                         
|                         
|                         
|                         
|                          | Inter-segment revenue   |                 |        | 906        |        |                 |        | 250           |        |      |       |      |       |      |     | 51    |       |   |        |    |     |   |        |    |     |   |        | 906    |        |   |        | 301    |       
|                          |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |     |       |       |   |        |     |     |   |        |     |     |   |        |        |        |   |        |       
|                          |                         | Total revenue   |        | $          | 36,521 |                 |        | $             | 27,116 |      |       | $     | 8,480 |      |     | $     | 6,309 |   |        | $   | 328 |   |        | $   | 680 |   |        | $      | 45,329 |   |        | $      | 34,105 | 
|                          |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |     |       |       |   |        |     |     |   |        |     |     |   |        |        |        |   |        |       
|Net income (loss)         |                         | $               | 6,608  |            |        | $               | 3,782  |               |        | $    | 2,652 |       |       | $    | 334 |       |       | $ | (1,522 | )   |     | $ | (2,237 | )   |     | $ | 7,738  |        |        | $ | 1,879  |       
|                          |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |     |       |       |   |        |     |     |   |        |     |     |   |        |        |        |   |        |       
|Total assets              |                         | $               | 29,664 |            |        | $               | 25,424 |               |        |      |      |       |       |      |    |       |       | $ | 13,913 |     |     | $ | 28,293 |     |     | $ | 43,577 |        |        | $ | 53,717 |       
|                          |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |     |       |       |   |        |     |     |   |        |     |     |   |        |        |        |   |        |       

8



---



##### Table of Contents





|                            |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |      |       |       |   |        |     |     |   |        |     |     |   |        |        |        |   |        |        |        | 
|--------------------------- | ----------------------- | --------------- | ------ | ---------- | ------ | --------------- | ------ | ------------- | ------ | ---- | ----- | ----- | ----- | ---- | ---- | ----- | ----- | - | ------ | --- | --- | - | ------ | --- | --- | - | ------ | ------ | ------ | - | ------ | ------ | ------ | 
|                            |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |     
|                            |                         |                 |        |            |        | Tower Ownership |        |               |        |     
|                            |                         | Engineering and |        | Program    |        | and             |        |              
|                            |                         | Design          |        | Management |        | Management      |        | Segment Total
|                            |                         |                 |        |            |        |                 |        |              
|                            |                         | 1998            |        | 1999       |        | 1998            |        | 1999          |        | 1998 |       | 1999  |       | 1998 |      | 1999 
|                            |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |      |      
|Three Months Ended June 30, |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |      |       |       |   |        |     |     |   |        |     |     |   |        |        |        |   |        |       
|                           
|                           
|                           
|                           
|Revenues:                   |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |      |       |       |   |        |     |     |   |        |     |     |   |        |        |        |   |        |       
|                           
|                           
|                           
|                           
|                            | From external customers |                 | $      | 16,823     |        |                 | $      | 13,118        |        |      | $     | 4,766 |       |      | $    | 2,561 |       |   | $      | 201 |     |   | $      | 452 |     |   | $      | 21,790 |        |   | $      | 16,131 |       
|                           
|                           
|                           
|                           
|                            | Inter-segment revenue   |                 |        | 506        |        |                 |        | 164           |        |      |       |      |       |      |      | 51    |       |   |        |    |     |   |        |    |     |   |        | 506    |        |   |        | 215    |       
|                            |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |      |       |       |   |        |     |     |   |        |     |     |   |        |        |        |   |        |       
|                            |                         | Total revenue   |        | $          | 17,329 |                 |        | $             | 13,282 |      |       | $     | 4,766 |      |      | $     | 2,612 |   |        | $   | 201 |   |        | $   | 452 |   |        | $      | 22,296 |   |        | $      | 16,346 | 
|                            |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |      |       |       |   |        |     |     |   |        |     |     |   |        |        |        |   |        |       
|Net income (loss)           |                         | $               | 2,408  |            |        | $               | 1,516  |               |        | $    | 1,524 |       |       | $    | (259 | )     |       | $ | (837   | )   |     | $ | (1,180 | )   |     | $ | 3,095  |        |        | $ | 77     |       
|                            |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |      |       |       |   |        |     |     |   |        |     |     |   |        |        |        |   |        |       
|Total assets                |                         | $               | 29,664 |            |        | $               | 25,424 |               |        |      |      |       |       |      |     |       |       | $ | 13,913 |     |     | $ | 28,293 |     |     | $ | 43,577 |        |        | $ | 53,717 |       
|                            |                         |                 |        |            |        |                 |        |               |        |      |       |       |       |      |      |       |       |   |        |     |     |   |        |     |     |   |        |        |        |   |        |       

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

|                                   |  |                    |        |                  |  |      |        |      |  |   |        |   |  |   |        |  
|---------------------------------- |  | ------------------ | ------ | ---------------- |  | ---- | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                   |  |                    |        |                 
|                                   |  | Three Months Ended |        | Six Months Ended
|                                   |  | June 30,           |        | June 30,        
|                                   |  |                    |        |                 
|                                   |  | 1998               |        | 1999             |  | 1998 |        | 1999
|                                   |  |                    |        |                  |  |      |        |     
|Segment total                      |  | $                  | 3,095  |                  |  | $    | 77     |      |  | $ | 7,738  |   |  | $ | 1,879  |  
|                                  
|                                  
|                                  
|                                  
|Unallocated Corporate Expenditures |  |                    | (3,921 | )                |  |      | (3,044 | )    |  |   | (7,771 | ) |  |   | (6,695 | )
|                                  
|                                  
|                                  
|                                  
|Eliminations                       |  |                    | (6     | )                |  |      | (200   | )    |  |   | (68    | ) |  |   | (243   | )
|                                   |  |                    |        |                  |  |      |        |      |  |   |        |   |  |   |        |  
|Consolidated net loss              |  | $                  | (832   | )                |  | $    | (3,167 | )    |  | $ | (101   | ) |  | $ | (5,059 | )
|                                   |  |                    |        |                  |  |      |        |      |  |   |        |   |  |   |        |  

Note 8:  Subsequent Events

On July 13, 1999, the Company received notice of conversion
from MCI Worldcom of its convertible subordinated notes in the
aggregate principal amount of $50 million. The notes were
converted into 2,841,099 shares of the Companys
Class A Common Stock on July 27, 1999. The conversion
of the subordinated notes will increase stockholders equity by
$41.3 million, net of income taxes of $8.7 million. The
 Company anticipates reducing its tax liability by
$6.8 million by utilizing net operating loss carryforwards,
classified as deferred income taxes. A tax liability of
$1.9 million is expected to result from the MCI Worldcom
note conversion.

A pro-forma balance sheet was provided assuming that the
transaction had occurred on June 30, 1999. The transaction
has no impact on the condensed consolidated statement of
operations for the three and six month periods ended
June 30, 1998 and 1999.

9



---



##### 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, 1998 and 1999

This quarterly report on Form 10-Q contains forward-looking
statements within the meaning of Section 27A of the
Securities Exchange Act of 1934. The Managements Discussion
 and Analysis of Financial Condition and Results of Operations
include, without limitation, forward-looking statements regarding
 financing plans, the divestiture of the Companys product
businesses, the Companys ability to pursue and secure new
business opportunities, and compliance with Year 2000 issues. A
more complete discussion of business risks is included in the
Companys Annual Report on Form 10-K for the year ended
 December 31, 1998.

Overview

The Company is one of the worlds largest independent
providers of Radio Frequency (RF) engineering and
program management 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 Companys revenues are generated through contracts for
RF engineering and program management services, and lease revenue
 from its tower ownership and management business. The Company
provides engineering design services on a contract basis, usually
 in a customized plan for each client and generally charges for
engineering services on a time and materials or fixed price
basis. The Company generally provides program management services
 on a time and materials or fixed price basis. The Companys
 revenues also include reimbursement for expenses, including the
living expenses of engineers on customer sites.

In March 1999, the Companys Board of Directors adopted
 a plan to dispose of the operations comprising its software and
hardware segments (the Products Businesses). Software
 products develops software and data which support the design and
 operation of wireless communications systems. Hardware products
are used in the implementation, testing and maintenance of
wireless communications systems. The Company has engaged an
investment banking firm to assist in the marketing and sale of
these segments. The sales of the product segments are expected to
 be completed during 1999. The Company currently anticipates that
 any gain on sale of the segments would be sufficient to offset
operating losses to the date of sale, though there can be no
assurance that this will be the case.

Service revenues consist of revenues from engineering design
services and program management services. Tower ownership and
management revenues consist of lease revenue from the leasing of
space on telecommunications towers to wireless communication
carriers. The leases generally have initial terms of 5 to
11 years and generally include multiple options to renew
upon similar terms at the option of the leasee. In general, the
lease terms include periodic adjustments to base rent. The
Company derives a significant portion of its total revenues from
its international customers. To date, its tower ownership and
management revenues have come exclusively from the leasing of
RF transmission towers in the United States.

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

10



---



##### Table of Contents





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

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

Results of Operations

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

|                                                    |                                |                              |      |                  |       |      |       |      |       |   |      |      |       |   |       |      |       |  
|--------------------------------------------------- | ------------------------------ | ---------------------------- | ---- | ---------------- | ----- | ---- | ----- | ---- | ----- | - | ---- | ---- | ----- | - | ----- | ---- | ----- | -
|                                                    |                                |                             
|                                                    |                                | Percentage of Revenues      
|                                                    |                                |                             
|                                                    |                                |                              |      |                 
|                                                    |                                | Three Months Ended           |      | Six Months Ended
|                                                    |                                | June 30,                     |      | June 30,        
|                                                    |                                |                              |      |                 
|                                                    |                                | 1998                         |      | 1999             |       | 1998 |       | 1999
|                                                    |                                |                              |      |                  |       |      |       |     
|Revenues:                                           |                                |                              |      |                  |       |      |       |      |       |   |      |      |       |   |       |     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Services                       |                              |      | 99.1             | %     |      |       | 97.2 | %     |   |      | 99.3 | %     |   |       | 98.0 | %    
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Tower ownership and management |                              |      | 0.9              |       |      |       | 2.8  |       |   |      | 0.7  |       |   |       | 2.0  |      
|                                                    |                                |                              |      |                  |       |      |       |      |       |   |      |      |       |   |       |     
|                                                    |                                | Total revenues               |      |                  | 100.0 | %    |       |      | 100.0 | % |      |      | 100.0 | % |       |      | 100.0 | %
|                                                   
|                                                   
|                                                   
|                                                   
|Cost of revenues                                    |                                |                              | 73.9 | %                |       |      | 77.8  | %    |       |   | 71.6 | %    |       |   | 72.4  | %   
|                                                    |                                |                              |      |                  |       |      |       |      |       |   |      |      |       |   |       |     
|Gross profit                                        |                                |                              | 26.1 | %                |       |      | 22.2  | %    |       |   | 28.4 | %    |       |   | 27.6  | %   
|                                                    |                                |                              |      |                  |       |      |       |      |       |   |      |      |       |   |       |     
|Operating expenses:                                 |                                |                              |      |                  |       |      |       |      |       |   |      |      |       |   |       |     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Sales and marketing            |                              |      | 4.6              |       |      |       | 7.7  |       |   |      | 4.0  |       |   |       | 8.3  |      
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | General and administrative     |                              |      | 22.8             |       |      |       | 36.0 |       |   |      | 20.0 |       |   |       | 28.1 |      
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Non-cash compensation          |                              |      | 0.5              |       |      |       | (0.7 | )     |   |      | 0.5  |       |   |       | 0.0  |      
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Depreciation and amortization  |                              |      | 2.7              |       |      |       | 5.1  |       |   |      | 2.3  |       |   |       | 4.6  |      
|                                                    |                                |                              |      |                  |       |      |       |      |       |   |      |      |       |   |       |     
|                                                    |                                | Total operating expenses     |      |                  | 30.6  | %    |       |      | 48.1  | % |      |      | 26.8  | % |       |      | 41.0  | %
|                                                    |                                |                              |      |                  |       |      |       |      |       |   |      |      |       |   |       |     
|Operating income (loss)                             |                                |                              | (4.5 | )%               |       |      | (25.9 | )%   |       |   | 1.6  | %    |       |   | (13.4 | )%  
|                                                    |                                |                              |      |                  |       |      |       |      |       |   |      |      |       |   |       |     
|Other income (expense):                             |                                |                              |      |                  |       |      |       |      |       |   |      |      |       |   |       |     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Interest income                |                              |      | 1.2              |       |      |       |     |       |   |      | 1.1  |       |   |       | 0.7  |      
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Interest expense               |                              |      | (2.6             | )     |      |       | (5.5 | )     |   |      | (2.6 | )     |   |       | (4.7 | )    
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Other                          |                              |      | (0.4             | )     |      |       | 0.3  |       |   |      | (0.5 | )     |   |       | (4.0 | )    
|                                                    |                                |                              |      |                  |       |      |       |      |       |   |      |      |       |   |       |     
|                                                    |                                | Total other income (expense) |      |                  | (1.8  | )    |       |      | (5.2  | ) |      |      | (2.0  | ) |       |      | (8.0  | )
|                                                    |                                |                              |      |                  |       |      |       |      |       |   |      |      |       |   |       |     
|Loss from continuing operations before income taxes |                                |                              | (6.3 | )                |       |      | (31.1 | )    |       |   | (0.4 | )    |       |   | (21.4 | )   
|                                                    |                                |                              |      |                  |       |      |       |      |       |   |      |      |       |   |       |     
|Benefit for income taxes                            |                                |                              | (2.5 | )                |       |      | (11.5 | )    |       |   | (0.2 | )    |       |   | (6.4  | )   
|                                                    |                                |                              |      |                  |       |      |       |      |       |   |      |      |       |   |       |     
|Loss from continuing operations                     |                                |                              | (3.8 | )%               |       |      | (19.6 | )%   |       |   | (0.2 | )%   |       |   | (15.0 | )%  
|                                                    |                                |                              |      |                  |       |      |       |      |       |   |      |      |       |   |       |     

11



---



##### Table of Contents



Three Months Ended June 30, 1998

Compared to


Three Months Ended June 30, 1999


Revenues.Revenues for the three months ended
June 30, 1999 were $16.1 million compared to
$21.8 million for the prior year, a decrease of
$5.7 million or 26.0%. Engineering and design services
revenue constituted $4.0 million of the revenue decline,
with $2.2 million (55%) attributed to the softened market
conditions in Asia Pacific and Brazil. Other declines were in
program management, which had a large program that was
successfully completed in 1998.

Cost of Revenues. Cost of revenues for the three months
ended June 30, 1999 was $12.6 million compared to
$16.1 million for the prior year, a decrease of
$3.6 million or 22.1%. As a percentage of total revenues,
cost of revenues was 77.8% and 73.9% for 1999 and 1998,
respectively.

Gross Profit. Gross profit for the three months ended
June 30, 1999 was $3.6 million compared to
$5.7 million for the prior year, a decrease of
$2.1 million or 37.1%. As a percentage of total revenues,
gross profit was 22.2% and 26.1% for 1999 and 1998, respectively.
 The decline in the gross profit percentage for 1999 can be
attributed to non-recurring, one-time adjustments of
approximately $0.7 million.

Sales and Marketing. Sales and marketing expenses were
$1.2 million for the three months ended June 30, 1999
compared to $1.0 million for the prior year, an increase of
$0.2 million. The increase is due primarily to business
development efforts related to the Companys Europe/ Middle
East/ Africa regional office.

General and Administrative. General and administrative
expenses were $5.8 million for the three months ended
June 30, 1999 compared to $5.0 million for the prior
year, an increase of $0.8 million or 17.1%. The increase is
primarily due to legal costs relative to litigation with minority
 shareholders of Microcell.

Depreciation and Amortization. Depreciation and
amortization expense was $0.8 million for the three months
ended June 30, 1999 compared to $0.6 million for the
prior year, an increase of $0.2 million or 37.8%. The
increase is a result of increased depreciation related to the
Companys tower ownership and management business.

Interest Expense. Interest expense was $0.9 million
for the three months ended June 30, 1999 compared to
$0.6 million for the prior year, an increase of
$0.3 million or 56.0%. The increase is due to interest
expense on the borrowings under the Companys credit
facility with Chase during the quarter as well as interest
expense associated with the $5.0 million convertible
promissory note with Telcom Ventures.

Benefit for Income Taxes.The benefit for income taxes was
 $1.9 million for the three months ended June 30, 1999
compared to a benefit of $0.5 million for the prior year.
The benefit for income taxes was recorded for the three months
ended June 30, 1999 using an effective tax rate of 36.9%,
compared to 39.6% in 1998. The increased tax benefit in 1999 is
largely attributable to the increase in the loss from continuing
operations.

Loss from Continuing Operations.The loss from continuing
operations was $3.2 million for the three months ended
June 30, 1999 compared to $0.8 million for the prior
year. The increased loss reflects the decline in gross profit
associated with the decline in revenues. Also contributing to the
 loss are increased business development costs, coupled with
increased legal costs.

12



---



##### Table of Contents



Six Months Ended June 30, 1998

Compared to


Six Months Ended June 30, 1999


Revenues.Revenues for the six months ended June 30,
1999 were $33.8 million compared to $44.4 million for
the prior year, a decrease of $10.6 million or 23.9%.
Engineering and design services revenue constituted
$9.4 million of the revenue decline, with $4.5 million
(48%) attributed to the softened market conditions in Asia
Pacific and Brazil. Other declines in revenue were in Program
management, which had a large program that was successfully
completed in 1998, partially offset with numerous smaller
contracts.

Cost of Revenues. Cost of revenues for the six months
ended June 30, 1999 was $24.5 million compared to
$31.8 million for the prior year, a decrease of
$7.3 million or 23.0%. As a percentage of total revenues,
cost of revenues was 72.4% and 71.6% for 1999 and 1998,
respectively.

Gross Profit. Gross profit for the six months ended
June 30, 1999 was $9.3  million compared to
$12.6 million for the prior year, a decrease of
$3.3 million or 26.2%. As a percentage of total revenues,
gross profit was 27.6% and 28.4% for 1999 and 1998, respectively.

Sales and Marketing. Sales and marketing expenses were
$2.8 million for the six months ended June 30, 1999
compared to $1.8 million for the prior year, an increase of
$1.0 million. The increase is due primarily to business
development efforts related to the Companys Europe/ Middle
East/ Africa regional office.

General and Administrative. General and administrative
expenses were $9.5 million for the six months ended
June 30, 1999 compared to $8.9 million for the prior
year, an increase of $0.6 million or 7.2%. The increase in
General and administrative costs is largely due to legal costs
relative to litigation with minority shareholders of Microcell
and support relative to the sale of discontinued operations,
which are expected to be sold in 1999.

Depreciation and Amortization. Depreciation and
amortization expense was $1.5 million for the six months
ended June 30, 1999 compared to $1.0 million for the
prior year, an increase of $0.5 million or 50.4%. The
increased depreciation is related to the Companys tower
ownership and management business, reflecting the increased
number of towers that are constructed and have been
placed-in-service.

Interest Expense. Interest expense was $1.6 million
for the six months ended June 30, 1999 compared to
$1.1 million for the prior year, an increase of
$0.4 million or 39.2%. The increase is due to interest
expense on borrowings under the Companys credit facility
with Chase during the six months as well as interest expense
associated with the $5.0 million convertible promissory note
 with Telcom Ventures.

Other (Expense).Other expense was $1.3 million for
the six months ended June 30, 1999 compared to
$0.3 million for the prior year, an increase of
$1.1 million. The increase is due primarily to foreign
currency transaction losses of approximately $1.4 million
relative to the Companys Latin American operations. The
majority of the losses were from the Companys Brazilian
operations as a result of the devaluation of the Brazilian Real
in 1999.

Benefit for Income Taxes.The benefit for income taxes was
 $2.2 million for the six months ended June 30, 1999
compared to a benefit of $0.1 million for the prior year.
The benefit for income taxes was recorded for the six months
ended June 30, 1999 using an effective tax rate of 30.1%,
compared to 39.5% in 1998. The increased tax benefit in 1999 is
largely attributable to the increase in the loss from continuing
operations.

Loss from Continuing Operations.The loss from continuing
operations was $5.1 million for the six months ended
June 30, 1999 compared to $0.1 million for the prior
year. The loss reflects the decline in gross profit associated
with the decline in revenues. Also contributing to the loss are
increased business development costs, coupled with increased
legal costs.

13



---



##### Table of Contents



Liquidity and Capital Resources

Cash and cash equivalents, were $3.9 million at
June 30, 1999 compared to $4.2 million at
December 31, 1998 a decrease of $0.4 million. Net cash
used by operations was $3.0 million for the six months ended
 June 30, 1999. Net cash used in investing activities was
$11.2 million, consisting primarily of cash paid for
additions to property and equipment. Approximately
$10.9 million of this balance was used for the construction
of telecommunications towers. Net cash provided by financing
activities was $17.3 million, which largely was cash
received from the Companys line of credit. Net cash used in
 discontinued operations was $3.4 million.

Net cash used in operations was $2.4 million for the six
months ended June 30, 1998. Net cash used by investing
activities was $0.3 million, consisting primarily of a
decrease in short term investments ($8.6 million) offset by
cash paid for additions to property and equipment
($8.7 million). Net cash provided by financing activities
was $3.0 million, largely reflecting cash received from the
exercise of stock options. Net cash used by discontinued
operations was $0.9 million. Discontinued operations use of
cash is anticipated to continue until it is sold, which is
expected in 1999.

Working capital was $(7.1) million at June 30, 1999
versus $14.5 million at December 31, 1998, a decrease
of $21.6 million. The decrease in working capital was
primarily due to an increase of borrowings under the credit
facility of $12.0 million, reclassification of the
$5.0 million convertible promissory note with Telcom
Ventures as a current liability, and a reduction of deferred
income taxes.

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

In March 1999, the Company amended and restated its credit
facility with The Chase Manhattan Bank, as Administrative Agent
(Chase) (together with the LCC Europe Credit
Facility, the Credit Facility) which was established
in 1996. The Credit Facility, as presently in effect, consists of
 a revolving loan and letter of credit facility in an aggregate
amount not to exceed $20.0 million for the Company and
$2.5 million for LCC Europe (the LCC Europe Credit
Facility). The maximum amount available for drawing under
the Credit Facility is the sum of (1) the lesser of
$10.0 million or 85% of the amount of the Companys
receivables which are deemed eligible as a basis for
obtaining credit and (2) an aggregate amount, not to exceed
$12.5 million, which is secured by a collateralized guaranty
 of Dr. Rajendra Singh, Board member of the Company and
Chairman of Telcom Ventures, to the extent that Dr. Singh
has deposited the required collateral with Chase. Dr. Singh
is not contractually committed to provide any collateral to
Chase. An amendment was made to the credit facility, dated as of
August 9, 1999, to, among other things, add a provision that
requires the Company to prepay debt outstanding under the credit
facility if it receives cash proceeds from the issuance of
capital stock. The aggregate amount available under the facility
wll be reduced by amounts prepaid from the cash proceeds received
 from capital stock issuance. As of June 30, 1999
Dr. Singh, through Eurofon De Portugal, Inc. (a Singh
affiliated Company), had provided sufficient collateral for LCC
to draw $5.0 million of the $12.5 million portion of
the Credit Facility that requires collateralization. The
revolving loan commitment will expire in March 2000. The Company
is currently engaged in discussions to secure additional funding
sufficient to satisfy working capital and other business
requirements in addition to and/ or to replace the existing
Credit Facility.

Telcom Ventures has assured the Company that it intends to
provide the Company with funding to cover any cash shortfalls the
 Company may have during 1999 in an amount not to exceed
$12.5 million less the sum of: (1) amounts drawn under
the Credit Facility in excess of $10 million, plus
(2) amounts received through additional financings or the
sale of the Products Businesses. These assurances are subject to
the satisfaction of certain conditions, including the parties
reaching agreement on applicable financing documents, and will
apply only as long as Telcom Ventures directly or indirectly owns
 at least 40% of the Companys outstanding common stock,
other excluding any stock issued to MCI upon conversion of the
MCI notes.

14



---



##### Table of Contents



The Company borrowed a total of $12.0 million under the
Credit Facility during the six months ended June 30, 1999.
Borrowings were made to fund construction of telecommunications
towers and operations of the Company. In addition, approximately
$2.3 million was outstanding under the LCC Europe
Credit facility at June 30, 1999, and is included in net
assets of discontinued operations in the accompanying
consolidated balance sheet. Outstanding letters of credit were
approximately $0.7 million at June 30, 1999. The
Company has not drawn $7.5 million of its $20.0 million
 revolving loan and credit facility at June 30, 1999.

In January 1999, the Company entered into a $5.0 million
convertible promissory note with Telcom Ventures. Under the terms
 of the note, the entire principal balance and accrued interest
at a rate of 9.0% is due on April 30, 2000, or upon the
occurrence of certain events such as the sale of all or
substantially all of the assets of the Company. At anytime from
August 1, 1999 either Telcom Ventures or the Company may
convert the then outstanding principal and accrued, but unpaid
interest into shares of the Companys Class A Common
Stock based on a conversion price of $6.22 per share, subject to
adjustment for stock split, stock dividend, recapitalization or
similar events.

Impact of the Year 2000 Issue

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

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

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

Company Products.The Companys technical personnel
have completed their assessment of the impact of the
Year 2000 Issue on the Companys products and
determined that all active products determined to be
non-compliant will be modified to be Year 2000 compliant or
placed on the Companys list of discontinued products.
However, there can be no guarantee that the systems of other
companies on which the Companys systems rely will be timely
 converted, or that a failure to convert by another company, or a
 conversion that is incompatible with the Companys systems,
 would not have a material adverse effect on the Company.

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

15



---



##### Table of Contents



Contingency Plans.The Company has received and analyzed
responses to substantially all of its inquires it has made of
third parties. To address potential year 2000 failure, the
Company has developed a contingency plan and will continue to
work with its vendors to incorporate their updates into the
Companys general plan.

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

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

16



---



##### 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
Class B Shareholders of Microcell Management, Inc. filed a
Verified Complaint against LCC International, Inc., Microcell
Management, Inc. and the individual defendants, Rich Hozik,
Donald Rose, Peter Deliso and Stuart Lawson (as members of
Microcells Board of Directors), seeking rescission of the
Shareholders Agreement, the appointment of a custodian or
receiver pendente lite, unspecified monetary damages, attorney
fees and interest. On February 16, 1999, the plaintiffs
filed a motion to expedite and a motion for appointment of a
receiver or custodian. The Complaint and related motions allege
that the defendants (i) breached their fiduciary duty to
ensure Microcells financial health, to refrain from
usurping corporate opportunities from Microcell, and to not waste
 Microcells corporate assets; (ii) tortiously
interfered with Microcells prospective business relations,
and (iii) violated the Shareholders Agreement between
LCC and Microcells minority shareholders. On May 6,
1999, the Chancery Court ruled that the plaintiffs had
served a demand letter on the Board of Directors and therefore,
all of the plaintiffs derivative claims were stayed pending
 the Boards review and consideration of the derivative
claims. The Board of Directors has retained advisory counsel, and
 is awaiting the receipt of counsels findings, as part of
its consideration of the derivative claims. On May 12, 1999,
 the Chancery Court dismissed plaintiffs motion for the
appointment of a custodian or receiver pendente lite. Plaintiffs
filed an amended complaint on June 9, 1999, asserting that
their claims for rescission and breach of the shareholders
agreement and for the appointment of a custodian or receiver are
direct claims. Defendants have filed a motion to dismiss these
claims. Plaintiffs also filed on June 9, 1999, a motion for
a preliminary injunction on Microcells redemption of
certain shares and a motion for leave to file a supplemental
complaint. On July 27, 1999, the Court denied both motions.
Plaintiffs filed a motion for reargument or reconsideration which
 was denied on August 11, 1999. LCC believes it has a
meritorious defense.






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 25, 1999.
 All of the proposals presented 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)
|                   |  |         |      |              |  |             |               |             
|Dr. Rajendra Singh |  |         | 2000 |              |  |             | 6,344,121(A)  |              |  |  | 18,500(A) |  |  |  | 0(A) | 
|                   |  |         |      |              |  |             | 84,609,840(B) |              |  |  | 0(B)      |  |  |  | 0(B) | 
|                  
|                  
|                  
|                  
|Neera Singh        |  |         | 2000 |              |  |             | 6,344,121(A)  |              |  |  | 18,500(A) |  |  |  | 0(A) | 
|                   |  |         |      |              |  |             | 84,609,840(B) |              |  |  | 0(B)      |  |  |  | 0(B) | 
|                  
|                  
|                  
|                  
|Mark Ein           |  |         | 2000 |              |  |             | 6,344,121(A)  |              |  |  | 18,500(A) |  |  |  | 0(A) | 
|                   |  |         |      |              |  |             | 84,609,840(B) |              |  |  | 0(B)      |  |  |  | 0(B) | 
|                  
|                  
|                  
|                  
|Dr. Arno Penzias   |  |         | 2000 |              |  |             | 6,344,121(A)  |              |  |  | 18,500(A) |  |  |  | 0(A) | 
|                   |  |         |      |              |  |             | 84,609,840(B) |              |  |  | 0(B)      |  |  |  | 0(B) | 
|                  
|                  
|                  
|                  
|Steven Gilbert     |  |         | 2000 |              |  |             | 6,344,121(A)  |              |  |  | 18,500(A) |  |  |  | 0(A) | 
|                   |  |         |      |              |  |             | 84,609,840(B) |              |  |  | 0(B)      |  |  |  | 0(B) | 

17



---



##### Table of Contents



Proposal 2 Ratification of the appointment of
KPMG Peat Marwick LLP as the independent auditors of the Company
for the fiscal year ended December 31, 1999.

|       |              |            |  |               |          |              |  |  |          |  |  |  |      | 
|------ | ------------ | ---------- |  | ------------- | -------- | ------------ |  |  | -------- |  |  |  | ---- | 
|Votes  |              | Votes      |  | Votes         |          | Broker      
|For(1) |              | Against(1) |  | Abstaining(1) |          | Non-Votes(1)
|       |              |            |  |               |          |             
|       | 6,359,521(A) |            |  |               | 1,400(A) |              |  |  | 1,700(A) |  |  |  | 0(A) | 
|       | 8,460,984(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 "B Common Stock having ten votes.




Item 5:  Other Information

Not Applicable




Item 6:  Exhibits and Reports on Form 8-K

(a) Exhibits

11   Calculation of Net Income Per Share

27.1  Financial Data Schedule

27.2  Financial Data Schedule

(b) Reports on Form 8-K

On May 24, 1999 the Company filed a current report on
Form 8-K which reported that, on May 25, 1999, the
Company announced the appointment of C. Thomas Faulders, III
 as its President, Chief Executive Officer and Chairman of the
Board and the resignation of Richard Hozik, Senior Vice
President, Treasurer and Chief Financial Officer, and President
of Microcell Management, Inc. and of Stuart P. Lawson, Vice
President, Controller and Assistant Secretary of LCC. On
June 1, 1999 the Company filed a current report on
Form 8-K which reported that on June 1, 1999, the
Company announced the appointment of David N. Walker as its Chief
 Financial Officer. On July 13, 1999, the Company filed a
current report on Form 8-K which reported that on
July 13, 1999, the Company received notice of conversion of
its subordinated debt.

18



---



##### 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 13, 1999 |  | Signed: /s/ DAVID N. WALKERDavid N. Walker
	Senior Vice President, Treasurer
	and Chief Financial Officer

19