SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SIEGAL LAURA

(Last)

(First)

(Middle)

4810 EASTGATE MALL

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/09/2004

3. Issuer Name and Ticker or Trading Symbol
WIRELESS FACILITIES INC [ WFII ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	250	D
Common Stock In Employee Stock Purchase Plan (ESPP)	284	I	ESPP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options (right-to-buy)	08/07/2001⁽¹⁾	10/01/2011	Common Stock	3,958	$4.47	D
Employee Stock Options (right-to-buy)	11/01/2001⁽²⁾	10/01/2011	Common Stock	130	$4.47	D
Employee Stock Options (right-to-buy)	04/05/2002⁽³⁾	10/01/2011	Common Stock	1,000	$4.47	D
Employee Stock Options (right-to-buy)	08/07/2002⁽⁴⁾	04/30/2012	Common Stock	36,000	$4.23	D
Employee Stock Options (right-to-buy)	06/23/2003⁽⁵⁾	05/23/2013	Common Stock	20,000	$9.82	D
Employee Stock Options (right-to-buy)	05/08/2004⁽⁶⁾	04/08/2014	Common Stock	18,000	$10.96	D

Explanation of Responses:

1. The stock option was granted to the reporting person under the issuers 1999 Equity Incentive Plan. The stock option vested as to 25% of the total grant amount on August 7, 2001 and thereafter as to 1/48th of the total grant amount per month until fully exercisable on August 7, 2004.

2. The stock option was granted to the reporting person under the issuers 2000 Non Statutory Stock Option Plan. The stock option vests as to 25% of the total grant amount on November 1, 2001 and thereafter as to 1/48th of the total grant amount per month until fully exercisable on November 1, 2004.

3. The stock option was granted to the reporting person under the issuers 1999 Equity Incentive Plan. The stock option vested as to 20% of the total grant amount every three months beginning on April 5, 2001 for the first year and thereafter as to 5% of the total grant amount every three months over the second year until fully exercisable on April 5, 2003.

4. The stock option was granted to the reporting person under the issuers 1999 Equity Incentive Plan. The stock option vested as to 40% on August 7, 2002, 30% on November 7, 2002 and 30% on February 12, 2003.

5. The stock option was granted to the reporting person under the issuers 1999 Equity Incentive Plan. The stock option vests as to 1/48th of the total grant amount per month until fully exercisable on May 23, 2007.

6. The stock option was granted to the reporting person under the issuers 1999 Equity Incentive Plan. The stock option vests as to 1/48th of the total grant amount per month until fully exercisable on April 8, 2008.

Remarks:

	Laura L. Siegal by Matthew G. Colvin, Attorney-In-Fact	09/20/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.