As filed with the Securities and Exchange Commission on June 30, 2000

Registration No. 333-            

FORM S-8

LCC International, Inc.

7925 Jones Branch Drive

LCC International, Inc. 1996 Employee Stock Option Plan

C. Thomas Faulders, III

Copy to:

Lorraine Sostowski, Esq.

CALCULATION OF REGISTRATION FEE

(1)	4,100,000 shares of LCC International, Inc. Class A Common Stock, par value $.01 per share (‘Class A Common Stock‘) are being registered pursuant to the LCC International, Inc. 1996 Employee Stock Option Plan and 110,000 shares of Class A Common Stock are being registered pursuant to the LCC International, Inc. Directors Stock Option Plan.
(2)	Estimated pursuant to Rule 457(c) and (h) solely for purposes of calculating the amount of the registration fee, based on the average of the high and low prices per share of the Class A Common Stock on June 29, 2000, as reported on the Nasdaq National Market.

     This Registration Statement incorporates by reference the information contained in the earlier registration statements relating to, among other plans, the LCC International, Inc. 1996 Employee Stock Option Plan and LCC International, Inc. Directors Stock Option Plan, filed on December 12, 1996, Registration No. 333-17803, and filed on August 31, 1999, Registration No. 333-86207.

EXPLANATORY NOTE

      As permitted by General Instruction E to the Form S-8, this Registration Statement incorporates by reference the information contained in the earlier registration statements relating to, among other plans, the LCC International, Inc. 1996 Employee Stock Option Plan and LCC International, Inc. Directors Stock Option Plan, filed on December 12, 1996, Registration No. 333-17803, and filed on August 31, 1999, Registration No. 333-86207.

      On December 16, 1999 and February 1, 2000, the Board of Directors of LCC International, Inc. (the “Company”) approved and adopted an amendment to the Company’s 1996 Employee Stock Option Plan (as amended, the “Employee Plan”). On December 16, 1999, the Board of Directors approved an increase of 500,000 shares of Class A Common Stock, par value $.01 per share (“Class A Common Stock”), reserved under the Employee Plan; on February 1, 2000, the Board of Directors approved an increase of an additional 3,600,000 shares of Class A Common Stock reserved under the Employee Plan. In the aggregate, the amendment amended Section 4 of the Employee Plan to increase the number of shares of Class A Common Stock of the Company reserved under the Employee Plan from 4,725,000 to 8,825,000. On February 1, 2000, the Board of Directors of the Company approved and adopted an amendment to the Company’s Directors Stock Option Plan (as amended, the “Directors Plan”). The amendment amended Section 4 of the Directors Plan to increase the number of shares of Class A Common Stock of the Company reserved under the Directors Plan from 140,000 to 250,000. The Company’s stockholders approved the amendment to the Employee Plan and the amendment to the Directors Plan at the annual meeting of stockholders held on May 16, 2000. Accordingly, as amended, the total number of shares of Class A Common Stock available under the Employee Plan is 8,825,000, of which 4,100,000 shares are being registered hereunder and the total number of shares of Class A Common Stock available under the Directors Plan is 250,000, of which 110,000 are being registered hereunder.

      A complete description of the amendments to the Employee Plan and the Directors Plan is included in the Company’s definitive proxy statement on Schedule 14A dated April 24, 2000, with respect to the Company’s annual meeting of stockholders held on May 16, 2000, which proxy statement is incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits.

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of McLean, Commonwealth of Virginia on the 30th day of June, 2000.

	LCC INTERNATIONAL, INC.

	By:	/s/ C. THOMAS FAULDERS, III

	_______________________________________ C. Thomas Faulders, III
	President and Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints C. Thomas Faulders and David N. Walker jointly and severally, each in his own capacity, as true and lawful attorneys-in-fact, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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