MCI Inc – ‘SC 13D/A’ on 3/14/03 re: LCC International Inc

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
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Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           9     38K 
                          Ownership                                              

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SC 13D/A
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=============================================================================== 
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

----------------------  

SCHEDULE 13D  
(Rule 13d-101)  

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT 
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO  
13d-2(a)  

Amendment No. 2 

LCC International, Inc. 
------------------------------------------------------------------------------- 
(Name of Issuer)  

Class A Common Stock  
------------------------------------------------------------------------------- 
(Title of Class of Securities)  

501810 10 5 
------------------------------------------------------------------------------- 
(CUSIP Number)  

Victoria D. Harker  
Acting Chief Financial Officer  
WorldCom, Inc.  
22001 Loudoun County Parkway  
Ashburn, VA 20147 
(703) 886-5600  
------------------------------------------------------------------------------- 
(Name, Address and Telephone Number of Person 
Authorized to Receive Notices and Communications) 

------------------------------------------------------------------------------- 
(Date of Event which Requires Filing of this Statement) 

  If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing  
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the         
following box: /  /                                                             

(Continued on following pages)  
(Page 1 of 9 Pages)   

=============================================================================== 

SC 13D/A
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CUSIP No. 501810 10 5           Schedule 13D                  Page 2 of 9 Pages 

1.   NAME OF REPORTING PERSONS                                                  
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)            

WorldCom, Inc.                                  58-1521612            

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP           (a) / /         
                                                       (b) / /

3.   SEC USE ONLY                                                               

4.   SOURCES OF FUNDS                                                           

                                         00 (See Item 3)

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                   
PURSUANT TO ITEMS 2(d) OR 2(e)                                        
                             / /

6.   CITIZENSHIP OR PLACE OF ORGANIZATION                                       
                               Georgia

NUMBER OF SHARES   7. SOLE VOTING POWER                               

2,841,099 (See Item 5)    

BENEFICIALLY      8. SHARED VOTING POWER                            
OWNED BY                                                          
0                         

EACH REPORTING      9. SOLE DISPOSITIVE POWER                           

2,841,099 (See Item 5)    

PERSON WITH       10. SHARED DISPOSITIVE POWER                        

0                         

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

2,841,099 shares of Class A Common Stock (See Item 5)   

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                     
CERTAIN SHARES (SEE INSTRUCTIONS BEFORE FILLING OUT)          / /     

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

19.4%                                                   

14. TYPE OF REPORTING PERSON                                       CO           

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1.   NAME OF REPORTING PERSONS                                                  
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS                            
(ENTITIES ONLY) MCI WORLDCOM Network Services, Inc.       13-2745892  

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          (c) / /          
                                                     (d) / /

3.   SEC USE ONLY                                                               

4.   SOURCES OF FUNDS                                        00 (See Item 3)    

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED     / /           
PURSUANT TO ITEMS 2(d) OR 2(e)                                        

6.   CITIZENSHIP OR PLACE OF ORGANIZATION                                       
                                                          Delaware

NUMBER OF SHARES     7.        SOLE VOTING POWER                          

          2,841,099 (See Item 5)

BENEFICIALLY OWNED BY   8.        SHARED VOTING POWER                           

0           

EACH REPORTING      9.        SOLE DISPOSITIVE POWER                    

          2,841,099 (See Item 5)

PERSON WITH        10.       SHARED DISPOSITIVE POWER                 

0           

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

2,841,099 shares of Class A Common Stock (See Item 5)   

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN             
SHARES (SEE INSTRUCTIONS BEFORE FILLING OUT)                   / /    

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

19.4%                                                   

14. TYPE OF REPORTING PERSON                      CO                            

SC 13D/A
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CUSIP No. 501810 10 5          Schedule 13D                  Page 4 of 9 Pages  

Preliminary Statement                                                           

      This Amendment No. 2 (the "Amendment") amends the Schedule 13D filed
July 30, 1999, as amended by Amendment No. 1 filed February 14, 2001 (the       
"Schedule 13D"). The cover page, Items 1, 2, and 5, and Appendix A of the       
Schedule 13D shall be amended and restated as follows. All other information    
in the Schedule 13D remains unchanged.                                          

Item. 1. Security and Issuer                                                    

     This Amendment relates to shares of Class A Common Stock, par value
$0.01 per share (the "Shares"), of LCC International, Inc. ("LCCI" or the       
"Company"), a Delaware corporation. The principal executive offices of LCCI     
are located at 7925 Jones Branch Drive, McLean, VA 22102.                       

Item. 2. Identity and Background                                                

    (a)-(c), (f) The name, state of incorporation and business address
of the persons filing this statement (together, the "Reporting Persons") are:   

1.   WorldCom, Inc., a Georgia corporation                  
      500 Clinton Center Drive, Clinton, MS 39056, U.S.A.; and

   2.   MCI WORLDCOM Network Services, Inc. (formerly known as MCI
     Telecommunications Corporation), a Delaware corporation
 500 Clinton Center Drive, Clinton, MS 39056, U.S.A.

The principal business of WorldCom and its subsidiaries is    
communications services.                                                        

     Information relating to the directors and executive officers of the
Reporting Persons is contained in Annexes A and B attached hereto and is        
incorporated herein by reference.                                               

      On June 25, 2002, WorldCom announced that as a result of an internal
audit of WorldCom's capital expenditure accounting, it was determined that      
certain transfers from line cost expenses to capital accounts in the amount of  
$3.055 billion during 2001 and $797 million during the first quarter of 2002    
were not made in accordance with generally accepted accounting principles and   
that WorldCom would therefore restate its financial statements for 2001 and     
the first quarter of 2002. The U.S. Securities and Exchange Commission (the     
"SEC") filed a civil action against WorldCom on June 26, 2002 seeking           
injunctive relief and damages under various legal theories and by order dated   
June 26, 2002, the SEC required WorldCom to file a sworn statement pursuant to  
Section 21(a)(1) of the Securities Exchange Act of 1934 describing in detail    
the facts and circumstances underlying the events leading to WorldCom's June    
25th announcement. WorldCom filed the sworn statement on July 1, 2002 and       
filed an amended statement on July 8, 2002.                                     

 On August 8, 2002, WorldCom announced that its ongoing internal
review of its financial statements discovered an additional $3.8 billion in     
improperly reported pre-tax earnings for 1999, 2000, 2001 and first quarter     
2002. As a result, WorldCom intends to restate its financial statements for     
2000, 2001 and the first quarter of 2002. On November 5, 2002, WorldCom         
announced that it expects a further restatement of earnings in addition to      
amounts previously announced which could result in an aggregate restatement in  
excess of $9 billion.                                                           

       A Special Investigative Committee of WorldCom's Board of Directors is
overseeing an independent investigation of these matters led by William R.      
McLucas, former Director of the Division of                                     

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CUSIP No. 501810 10 5          Schedule 13D                  Page 5 of 9 Pages  

Enforcement for the SEC and a partner with the law firm of Wilmer, Cutler &     
Pickering. WorldCom's accounting practices also are under investigation by the  
SEC, by the U.S. Attorney's Office for the Southern District of New York, and   
the Examiner appointed by the Bankruptcy Court, Richard Thornburgh, former      
Attorney General of the United States. WorldCom voluntarily disclosed its       
discovery of the accounting issues to the SEC and the U.S. Attorney's Office    
and since that time it has cooperated fully with those enforcement agencies.    
On November 26, 2002, as part of a partial settlement of the SEC lawsuit,       
WorldCom consented to the entry of a permanent injunction that will resolve     
claims brought in a civil lawsuit by the SEC regarding WorldCom's past          
accounting practices. The injunction imposes certain ongoing obligations on     
WorldCom and permits the SEC to seek a monetary penalty in the future.          

      WorldCom has terminated Scott Sullivan, its chief financial officer,
and three accounting directors and has accepted the resignation of its          
controller. The controller and three directors have entered into plea           
agreements with the U.S. Attorney's Office, and on August 28, 2002, a grand     
jury returned an indictment charging Mr. Sullivan with various                  
securities-related crimes; trial of that case is currently scheduled for        
September 2003. The U.S. Attorney's Office has advised WorldCom that its        
investigation of certain former officers and employees is ongoing.              

Except as described above, during the past five years, neither
WorldCom nor, to the best of its knowledge, any of the members of its Board of  
Directors or executive officers of WorldCom has had any criminal convictions,   
and none has been subject to a judgment, decree or final order of a judicial    
or administrative body of competent jurisdiction enjoining future violations    
of, or prohibiting or mandating activities subject to, federal or state         
securities laws or finding any violation with respect to such laws.             

Item. 5. Interest in Securities of the Issuer                                   

       (a) and (b). Under the definition of "beneficial ownership" set forth
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the        
Reporting Persons currently have beneficial ownership of 2,841,099 Shares of    
LCCI. This amount constitutes approximately 19.43% of the outstanding Shares,   
based upon a total of 14,622,767 outstanding Shares as of October 31, 2002, as  
represented by LCCI in LCCI's Form 10-Q for the Quarterly Period Ended          
September 30, 2002. The percentage ownership of the Reporting Persons changed   
only as a result of a change in the number of outstanding shares; the           
Reporting Persons have made no purchases or dispositions of the Shares since    
the filing of the Schedule 13D.                                                 

      The Reporting Persons have the sole power to vote and the sole power
to dispose such Shares. The filing of this Amendment shall be construed as an   
admission that the Reporting Persons are the beneficial owners of any Shares    
other than those discussed in this Item 5.                                      

(c) Neither the Reporting Persons nor, to the best knowledge of the   
Reporting Persons, any directors or executive officers of any of the Reporting  
Persons have engaged in any transaction during the past 60 days in the          
Company's Shares.                                                               

   (d) No one else will have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from any sale of, the Shares owned   
by the Reporting Persons.                                                       

(e) Not applicable.                                                   

SC 13D/A
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CUSIP No. 501810 10 5          Schedule 13D                  Page 6 of 9 Pages  

SIGNATURE 

      After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete    
and correct.                                                                    

Dated:  March 14, 2003                                                          

WORLDCOM, INC.

               By:    /s/ Victoria D. Harker
                                       ---------------------------------------
                          Name:   Victoria D. Harker
                                      Title:  Acting Chief Financial Officer

                     MCI WORLDCOM NETWORK SERVICES, INC.

               By:    /s/ Victoria D. Harker
                                       ---------------------------------------
                          Name:   Victoria D. Harker
                                      Title:  Acting Chief Financial Officer

SC 13D/A
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CUSIP No. 501810 10 5          Schedule 13D                  Page 7 of 9 Pages  

Annex A 

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF WORLDCOM, INC. 

Directors and Executive Officers of WorldCom, Inc. ("WorldCom"). Set forth      
below are the name, current business address, citizenship and the present       
principal occupation or employment of each director and executive officer of    
WorldCom. The principal address of WorldCom is 500 Clinton Center Drive,        
Clinton, Mississippi 39056, U.S.A. Each such person is a citizen of the United  
States.                                                                         

Name and Current                          Present Principal     
Business Address                       Occupation or Employment 
----------------                       -------------------------

CYNTHIA K. ANDREOTTI                      Ms. Andreotti serves as President,    
700 South Flower Street                   Business Markets of WorldCom.         
Suites 400 & 1600                                                               
Los Angeles, CA  90017                                                          
U.S.A.                                                                          

DENNIS R. BERESFORD                       Mr. Beresford is a director of        
J.M. Tull School of Accounting            WorldCom.  Mr. Beresford is a         
Terry College of Business                 Professor of Accounting at the J.M.   
The University of Georgia                 Tull School of Accounting, Terry      
Athens, GA 30602                          College of Business, The              
U.S.A.                                    University of Georgia.                

SETH D. BLUMENFELD                        Mr. Blumenfeld serves as President,   
2 International                           WorldCom International of WorldCom.   
Rye Brook, NY  10573                                                            
U.S.A.                                                                          

FRED M. BRIGGS                            Mr. Briggs serves as President,       
WorldCom, Inc.                            Operations and Technology of WorldCom.
22001 Loudoun County Parkway                                                    
Ashburn, VA  20147                                                              
U.S.A.                                                                          

MICHAEL D. CAPELLAS                       Mr. Capellas serves as President,     
WorldCom, Inc.                            Chief Executive Officer and           
22001 London County Parkway               Chairman of the Board of WorldCom.    
Ashburn, VA  20147                                                              
U.S.A.                                                                          

DANIEL L. CASACCIA                        Mr. Casaccia serves as Executive      
22001 Loudoun County Parkway              Vice President, Human Resources of    
Ashburn, VA  20147                        WorldCom.                             
U.S.A.                                                                          

SC 13D/A
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CUSIP No. 501810 10 5          Schedule 13D                  Page 8 of 9 Pages  

Name and Current                          Present Principal     
Business Address                       Occupation or Employment 
----------------                       -------------------------

GRACE CHEN TRENT                             Ms. Trent serves as Vice President 
22001 Loudoun County Parkway                 and Chief of Staff of WorldCom.    
Ashburn, VA  20147                                                              
U.S.A.                                                                          

JONATHAN CRANE                               Mr. Crane serves as Executive      
WorldCom, Inc.                               Vice President, Strategy           
650 Elm Street                               and Marketing of WorldCom.         
Manchester, NH  03101                                                           
U.S.A.                                                                          

VICTORIA D. HARKER                           Ms. Harker serves as Senior Vice   
WorldCom, Inc.                               President and Acting Chief         
22001 Loudoun County Parkway                 Financial Officer of WorldCom.     
Ashburn, VA 20147                                                               
U.S.A.                                                                          

WAYNE E. HUYARD                              Mr. Huyard serves as President,    
WorldCom, Inc.                               Mass Markets of WorldCom.          
22001 Loudoun County Parkway                                                    
Ashburn, VA 20147                                                               
U.S.A.                                                                          

NICHOLAS deB. KATZENBACH                     Mr. Katzenbach is a director       
33 Greenhouse Drive                          of WorldCom.  Mr. Katzenbach is a  
Princeton, NJ 08540                          private attorney.                  
U.S.A.                                                                          

SUSAN MAYER                                  Ms. Mayer serves as Senior Vice    
WorldCom, Inc.                               President of WorldCom.             
1133 19th Street, N.W.                                                          
Washington, DC  20036                                                           
U.S.A.                                                                          

C.B. ROGERS, JR.                             Mr. Rogers is a director of        
Equifax, Inc.                                WorldCom.                          
3060 Peachtree Road - Suite 240              Mr. Rogers formerly served as      
Atlanta, GA 30305                            an executive officer               
U.S.A.                                       and director of Equifax Inc.       

MICHAEL H. SALSBURY                          Mr. Salsbury serves as Executive   
WorldCom, Inc.                               Vice President, General Counsel    
1133 19th Street, N.W.                       and Secretary of WorldCom.         
Washington, DC  20036                                                           
U.S.A.                                                                          

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CUSIP No. 501810 10 5          Schedule 13D                  Page 9 of 9 Pages  

Annex B 

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF  
MCI WORLDCOM NETWORK SERVICES, INC.   

Directors and Executive Officers of MCI WORLDCOM Network Services, Inc.         
("Network Services"). Set forth below are the name, current business address,   
citizenship and the present principal occupation or employment of each          
director and executive officer of Network Services. The principal address of    
Network Services is 500 Clinton Center Drive, Clinton, Mississippi 39056,       
U.S.A. Each such person is a citizen of the United States.                      

Name and Current                    Present Principal Occupation  
Business Address                        or Employment             
----------------                    ----------------------------- 

MICHAEL D. CAPELLAS                        Mr. Capellas serves as President     
MCI WORLDCOM Network Services, Inc.        and sole director of Network         
22001 London County Parkway                Services.                            
Ashburn, VA  20147                                                              
U.S.A.                                                                          

VICTORIA D. HARKER                         Ms. Harker services as Senior Vice   
WorldCom, Inc.                             President and Acting Chief Financial 
22001 Loudoun County Parkway                Officer of Network Services.        
Ashburn, VA 20147                                                               
U.S.A.                                                                          

SUSAN MAYER                                Ms. Mayer serves as Senior Vice      
MCI WORLDCOM Network Services, Inc.        President and Treasurer of Network   
1133 19th Street, N.W.                     Services.                            
Washington, DC  20036                                                           
U.S.A.                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/14/03		6					8-K
		11/26/02		5					8-K
		11/5/02		4
		10/31/02		5					8-K
		9/30/02		5					10-Q
		8/28/02		5
		8/8/02		4					8-K,  S-8
		7/8/02		4
		7/1/02		4					NT 11-K
		6/26/02		4					8-K
		6/25/02		4					8-K
		2/14/01		4					13F-HR,  SC 13D/A,  SC 13G,  SC 13G/A
		7/30/99		4					SC 13D
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