SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* TAYEBI MASSIH (Last) (First) (Middle) 4810 EASTGATE MALL (Street) SAN DIEGO CA 92121 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol WIRELESS FACILITIES INC [ WFII ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/24/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year) 07/28/2003	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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Forward Contract (right/obligation to sell)	(1)(2)(3)	07/24/2003		J(1)(2)(3)		1(1)(2)(3)		(1)(2)(3)	(1)(2)(3)	Common Stock	728,000(2)(1)	(1)(2)(3)	1(1)(2)(3)	I	Trust(1)(2)(3)

Explanation of Responses:

1. This transaction was originally timely reported on July 28, 2003 on a Form 4 in Table I as a disposition of shares of Common Stock in the amount of 800,000. The reporting person has concluded that the Variable Prepaid Forward Agreement (the "Contract") is properly reported in Table II as a derivative security since the shares subject to the Contract will not be disposed of until settlement. In addition, the number of shares of Common Stock relating to the Contract is 728,000; the footnote has been revised accordingly.

2. On July 24, 2003, the Unity Trust, of which the reporting person and his spouse are joint and sole trustees and beneficiaries (the "Trust") entered into the Contract with an unrelated third party ("Buyer") relating to 728,000 shares of Common Stock (the "Base Number of Shares"). The Contract will be settled on the third business day following a valuation date initially established at July 24, 2006 (such date, as subject to adjustment as provided in the Contract, the "Valuation Date"). The Contract specifies an "Initial Price" of $12.0100 per share and an initial cap price of $15.6130 per share, both of which are subject to adjustment for any cash dividends paid by the Issuer (as so adjusted, the "Floor" and the "Cap"). (continued in Footnote 3)

3. At settlement, the Trust, unless it has elected cash settlement as described in the following sentence, will deliver to Buyer a number of shares equal to the lesser of (A) the Base Number of Shares and (B) the product of (i) the Base Number of Shares and (ii) the result of (x) divided by (y) where "x" is the sum, determined as of the Valuation Date, of the Floor and any amount by which the Valuation Date Final Price (a market-based price as determined under the terms of the Contract) exceeds the Cap and "y" is the Valuation Date Final Price. In lieu of delivering shares, the Trust may elect cash settlement. Pursuant to the Contract, the Trust received $7,370,585 from the Buyer representing the purchase price of the shares subject to the Contract based on the Initial Price and discounted to reflect prepayment.

Remarks:

	Massih Tayebi	10/08/2004
	** 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 4 (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).
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