FORM 5 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 Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * TAYEBI MASOOD 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 __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman (Last) (First) (Middle) 4810 EASTGATE MALL 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2004 (Street) SAN DIEGO, CA 92121 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) 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 Common Stock 08/24/2004   J4 1,559 (1) A $ 6.16 6,098,628 (2) I By MST Trust (2) Common Stock             150,000 (3) I By MST Children's Trust (3) Common Stock             83,723 (4) I By MST Children's 1999 Trust (4) Common Stock             646,137 (5) I By GRAT (5) Common Stock             238,041 I By GRAT Common Stock             404,693 (6) I By Spouse (6) Common Stock             646,137 (7) I By GRAT (7) Common Stock             2,000,000 (8) I By Hippocrates Trust (8)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

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 Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
TAYEBI MASOOD 4810 EASTGATE MALL SAN DIEGO, CA 92121	  X	  X	  Chairman	Â

Signatures

Masood Tayebi		02/11/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On August 24, 2004, the reporting person received a distribution of issuers common stock from BridgeWest LLC, a private equity fund in which the reporting person is a 39.13% owner. BridgeWest LLC received 349 of such shares in a distribution from Oak IX Affiliates Fund L.P. The remaining 1,210 of such shares were received in a distribution from Oak Investment Partners IX L.P. The shares are held by the reporting person as trustee of the MST Trust for the benefit of the reporting person.
(2)	Shares held by reporting person as trustee of the MST Trust for the benefit of the reporting person.
(3)	Shares held by the MST Children's Trust for the benifit of the reporting persons children.
(4)	Shares held by the MST Children's 1999 Trust for the benifit of the reporting persons children.
(5)	Shares held by the MT 2001 GRAT for the benefit of the reporting person.
(6)	Shares held by the reporting persons spouse. The reporting person disclaims beneficial ownership in such shares.
(7)	Shares held in the MT 2001 GRAT for the benefit of the reporting persons spouse. The reporting person disclaims beneficial ownership in such shares.
(8)	Shares held in the Hippocrates Trust for the benefit of the reporting persons spouse. The reporting person disclaims beneficial ownership in such shares.

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