Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
TAYEBI MASSIH
   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)
(Last)
(First)
(Middle)
4350 LA JOLLA VILLAGE DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
08/24/2006
(Street)

SAN DIEGO, CA 92122		 4. If Amendment, Date 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
(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 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
Option Stock 07/14/2003(1) 07/24/2006(2)(3) C V 728,000 D $ 12.01 7,370,585.04 D  

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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 Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: 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
Option $ 12.01 07/23/2003 07/24/2006 C V   728,000 07/23/2003 07/24/2006 Option Stock 728,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TAYEBI MASSIH
4350 LA JOLLA VILLAGE DRIVE
SAN DIEGO, CA 92122		     X    

Signatures

 /s/ Massih Tayebi   07/17/2006
**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) 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 share 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").
(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.

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