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SEC FORM 5 SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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: 3235-0362
Estimated average burden
hours per response: 1.0
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
HOGLUND WILLIAM A
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2001
4. 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 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (right to buy) $6.4 06/22/2001 4A 20,000 06/22/2002(1) 06/22/2011 Common Stock 0 (1) 95,000 D
Explanation of Responses:
1. The stock option was granted to the reporting person under the issuers 1999 Equity Incentive Plan. The stock option vests as to 25% of the total grant amount on the first anniversary of the date of grant and thereafter as to 1/48th of the total grant amount per month until fully exercisable on June 22, 2005.
Remarks:
William A. Hoglund, by Matthew G. Colvin, Attorney-In-Fact 04/12/2005
** 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).
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.
                               POWER OF ATTORNEY

             For Section 16(a) Securities and Exchange Act of 1934 Filings





   Know all by these presents that the undersigned hereby constitutes and

appoints each David A. Garrison, Matthew G. Colvin and Linda D. Weber, signing

singly, the undersigned's true and lawful attorney-in-fact to:



    1) Do and perform all acts for and on behalf the undersigned which may be

       necessary or desirable to apply for and obtain EDGAR Access Codes to be

       used on behalf of the undersigned for Electronic Filing of all Section

       16(a) Securities and Exchange Act of 1934 filings.

    2) Execute for and on behalf of the undersigned, in the undersigned's

       capacity as an officer of Wireless Facilities, Inc. (the "Company"),

       Forms 4 and 5 in accordance with Section 16(a) of the Securities

       Exchange Act of 1934 and the rules thereunder;

    3) Do and perform any and all acts for and on behalf of the undersigned

       which may be necessary or desirable to complete the execution of any

       such Form 4 or 5, complete and execute any amendment or amendments

       thereto, and timely file such form with the United States Securities

       and Exchange Commission and any other authority; and

    4) Take any other action of any type whatsoever in connection with the

       foregoing which, in the opinion of such attorney-in-fact, may be of

       benefit to, or in the best interest of, or legally required by, the

       undersigned, it being understood that the documents executed by such

       attorney-in-fact on behalf of the undersigned pursuant to this Power

       of Attorney shall be in such form and shall contain such terms and

       conditions as such attorney-in-fact may approve in such attorney-

       in-fact's discretion.



   The undersigned hereby grants to each such attorney-in-fact, full power

and authority to do and perform all and every act and thing whatsoever

requisite,necessary and proper to be done in the exercise of any of the rights

and powers herein granted, as fully to all intents and purposes the undersigned

might or could do if personally present, with full power of substitution or

revocation, hereby ratifying and confirming all that such attorney-in-fact, or

such attorney-in-fact's substitute or substitutes, shall lawfully do or cause

to be done by virtue of this power of attorney and the rights and powers herein

granted.  The undersigned acknowledges that the foregoing attorney's-in-fact,

in serving in such capacity at the request of the undersigned, are not

assuming, nor is the Company assuming, any of the undersigned's

responsibilities to comply with Section 16 of the Securities Exchange Act of

1934.





   This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4 and 5 with respect to the

undersigned's holdings of and transactions in securities issued by the Company,

unless earlier revoked by the undersigned in a signed writing delivered to the

foregoing attorney's-in-fact.





   IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 5th day of April 2005.









    /s/ W. A. Hoglund





Subscribed and sworn to before me on this 5th day of April, 2005



State of Washington  )

    ) ss.

County of King     )



                                                        /s/ Alice L. Tran

Notary Public Seal                Signature of Notary Public

Graphic of Notary Public Seal

Alice L. Tran      exp. May 05, 2008

Notary Public-State of Washington

Comm. Exp. May 5, 2008