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<STREET1>9805 SCRANTON RD
<STREET2>SUITE 100
<CITY>SAN DIEGO
<STATE>CA
<ZIP>92121
<PHONE>6198242929
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<DESCRIPTION>AMENDMENT NO. 1 TO FORM S-3
<TEXT>

<PAGE>


 As Filed with the Securities and Exchange Commission on February 1, 2001

                                                 Registration No. 333-53014
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------

                              AMENDMENT NO. 1

                                    to

                                 FORM S-3
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                                ----------------
                           WIRELESS FACILITIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

        Delaware                    7380                   13-3818604
    (State or Other          (Primary Standard          (I.R.S Employer
      Jurisdiction               Industrial          Identification Number)
  of Incorporation or       Classification Code
     Organization)                Number)

                    4810 Eastgate Mall, San Diego, CA 92121
                                 (858) 228-2000
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)

                                ----------------
                                Masood K. Tayebi
                            Chief Executive Officer
                           Wireless Facilities, Inc.
                    4810 Eastgate Mall, San Diego, CA 92121
                                 (858) 228-2000
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent for Service)

                                ----------------
                                   Copies to:

                             Lance W. Bridges, Esq.
                            Elizabeth E. Reed, Esq.
                               Cooley Godward LLP
                        4365 Executive Drive, Suite 1100
                              San Diego, CA 92121
                                 (858) 550-6000

                                ----------------
   Approximate Date of Commencement of Proposed Sale to the Public: From time
to time after this Registration Statement becomes effective.

   If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

                                ----------------
                        CALCULATION OF REGISTRATION FEE
<TABLE>
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
<CAPTION>
                                                                        Proposed
                                                         Proposed       Maximum
                                           Amount        Maximum       Aggregate     Amount of
        Title of each Class of             to be      Offering Price    Offering    Registration
     Securities to be Registered         Registered    Per Share(2)     Price(2)       Fee(2)
------------------------------------------------------------------------------------------------
<S>                                    <C>            <C>            <C>            <C>
Common Stock, $.001 par value per
 share...............................    665,979(1)      $37.9375    $25,265,578.31  $6,316.39
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
</TABLE>

(1) In connection with the initial filing of this Registration Statement on
    December 29, 2000, a registration fee was previously paid with respect to
    326,713 shares.

(2) Estimated in accordance with Rule 457(c) of the Securities Act of 1933,
    solely for the purpose of calculating the amount of the registration fee
    based on the average of the high and low prices of the Registrant's Common
    Stock as reported on the Nasdaq National Market on January 29, 2001.

                                ----------------
   The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>


               SUBJECT TO COMPLETION, DATED FEBRUARY 1, 2001

                              992,692 Shares

                           WIRELESS FACILITIES, INC.

                                  Common Stock

   We are registering 992,692 shares of our common stock for resale by the
selling stockholders identified in this prospectus. We are not selling any
shares of our common stock under this prospectus and we will not receive any of
the proceeds from the sale of shares by the selling stockholders.

   Our common stock is listed on The Nasdaq National Market under the symbol
"WFII." On January 31, 2001, the last reported sale price for our common stock
was $40.875 per share.

   The selling stockholders may sell the shares of common stock under this
prospectus in a number of different ways and at varying prices. We provide more
information about how the selling stockholders may sell their shares in the
section titled "Plan of Distribution" on page 15.

   Investing in our common stock involves risks. See "Risk Factors," beginning
on page 5.

   The information in this prospectus is not complete and may be changed. These
securities cannot be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.

   Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. any representation to the contrary is
a criminal offense.

                 The date of this prospectus is        , 2001.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Wireless Facilities, Inc. .................................................   3
Risk Factors...............................................................   5
Use of Proceeds............................................................  11
Selling Stockholders.......................................................  12
Plan of Distribution.......................................................  15
Legal Matters..............................................................  15
Experts....................................................................  15
Where You Can Find More Information........................................  15
Disclosure Regarding Forward-Looking Statements............................  17
</TABLE>

                               ----------------

   You should rely only on information contained in this Document or to which
we have referred you. We have not authorized anyone to provide you with
information that is different. This Document may only be used where it is legal
to sell these securities. The information in this Document may only be accurate
on the date of this Document.

                                       2
<PAGE>

                           WIRELESS FACILITIES, INC.

   Unless the context otherwise requires and except as specifically indicated
herein, references in this offering circular to "we," "us" or "WFI" refer to
Wireless Facilities, Inc. and its consolidated subsidiaries.

   Wireless Facilities, Inc. is an independent provider of outsourced services
for the wireless communications industry. We plan, design, deploy and manage
wireless telecommunications networks. This work involves radio frequency
engineering, site development, project management and the installation of radio
equipment networks. We have also expanded our network management services,
which involve day-to-day optimization, or recalibration and tuning, and
maintenance of wireless networks. As part of our strategy, we are technology
and vendor independent. We believe that this enables us objectively to evaluate
and recommend specific products or technologies to our customers. We provide
network design and deployment services to wireless carriers, such as AT&T
affiliates Telecorp PCS and Triton PCS; equipment vendors, such as Ericsson and
Siemens; and wireless broadband data carriers, such as Metricom and Nextlink.

   The wireless telecom industry has experienced rapid growth and carriers have
been making large capital investments to expand their networks. As carriers
deploy these networks, they are faced with a proliferation in both the number
and type of competitors. Due to this increasingly competitive environment,
carriers must focus on satisfying customer demand for enhanced services,
seamless and comprehensive coverage, better call quality, faster data
transmission and lower prices. The proliferation in services has also caused
carriers to experience challenges managing complex networks and new
technologies. These challenges have put pressure on carriers and equipment
vendors to allocate their resources effectively, which we believe has
increasingly led them to outsource network planning, deployment and management.

   Our services are designed to improve our customers' competitive position
through efficient planning, deployment and management of their networks. We
have developed methods of planning and deploying wireless networks that allow
us to deliver reliable, scalable network solutions. We offer our services
primarily on a fixed-price basis with scheduled deadlines for completion times,
that is, on a time-certain basis. We believe this enables our customers more
reliably to forecast the costs and timing of network deployment and management.
This allows our customers to focus on their core competencies and rely on us
for planning, deploying and managing their networks. Our services include:

   Pre-Deployment Planning Services. We provide pre-deployment planning
services for developing or refining a network deployment strategy. We develop
and analyze the financial, engineering, competitive, market and technology
issues applicable to a proposed network deployment. In addition, we assist
customers in determining the best equipment for a particular project, analyzing
the feasibility of a particular technology for a network plan and managing the
bidding process from multiple equipment vendors.

   Design and Deployment Services. We provide services for the design and
deployment of wireless networks. These services include population, demographic
and wireless traffic analysis, radio frequency engineering, Internet and other
data network engineering, network architecture, microwave relocation, fixed
network engineering, site development and network installation and
optimization. We believe our success is largely based on our ability to provide
a package of integrated services that have traditionally been offered by
multiple subcontractors coordinated by a carrier's deployment staff.

   Network Management Services. We provide post-deployment radio frequency
optimization and day-to-day operation, maintenance and management of customers'
wireless networks. After a network is deployed, it must be continually updated,
recalibrated and tuned. Optimization is the process of tuning the network to
take into account changing environments and usage patterns. Several of our
customers' operations are managed at our recently acquired network operations
center in Richardson, Texas. We manage the operation of critical network
elements, including base station equipment, mobile switching centers and
network operating centers, to the extent required by our customers. We also
provide training services for the internal network staff of our customers.


                                       3
<PAGE>

   Our objective is to be the leading independent provider of outsourced
network services to the telecom industry, including network planning, design,
deployment and management services. The key elements of our strategy include:

  . focusing on customer satisfaction;

  . expanding the suite of services we offer and pursuing cross-selling
    opportunities;

  . remaining at the forefront of new technologies;

  . pursuing opportunities for international growth;

  . continuing to attract and retain qualified personnel;

  . capitalizing on previous project experience; and

  . continuing to pursue strategic acquisitions.

   Since 1995, we have completed projects for more than 130 customers, ranging
in scope from the installation of a single cell site to multi-year, large-scale
deployment contracts. In the past two years, we have expanded our operations
internationally. During the eleven months ended November 30, 2000, we completed
or had ongoing projects in 39 countries, including Argentina, Brazil, Canada,
Chile, Czech Republic, France, Germany, India, Japan, Kuwait, Mauritius,
Mexico, Morocco, Poland, Russia, South Africa, Spain, Syria, Turkey, United
Arab Emirates, the United Kingdom and Venezuela. Since the founding of WFI in
1994, we have been involved in the design or deployment of thousands of cell
sites worldwide.

   Our principal executive offices are located at 4810 Eastgate Mall, San
Diego, California 92121. Our telephone number is (858) 228-2000.

                                       4
<PAGE>

                                  RISK FACTORS

   This offering involves a high degree of risk. You should carefully consider
the following information about these risks, as well as the other information
contained or incorporated by reference in this prospectus, before you decide to
buy any of our common stock. If any of the following risks actually occur, our
business, results of operations and financial condition would likely suffer,
perhaps materially. In these circumstances, the value of our common stock could
decline, and you may lose all or part of the money you paid to buy the common
stock.

Our business will not operate efficiently and our results of operations will be
negatively affected if we are unable to manage our growth effectively.

   We are experiencing a period of significant expansion and anticipate that
further expansion will be required to address potential growth in the demand
for our new and existing services. From January 1, 1998 to November 30, 2000,
we increased our number of employees from 83 to 2,016. In order to increase our
revenues significantly, we need to hire a substantial number of personnel in
the near future, including project management, engineering and direct sales and
marketing personnel. The actual number of employees we will need to hire is not
determinable and may fluctuate drastically depending on the size and number of
new contracts we receive and any changes to the scope of our existing projects.
If we do not effectively manage our growth, our business may be harmed.

   We expect this expansion to continue to place a significant strain on our
managerial, operational and financial resources.

   To manage the expected growth of our operations and personnel, we will be
required to:

  . improve existing and implement new operational, financial and management
    controls, reporting systems and procedures;

  . complete the implementation of a new financial management and accounting
    software program and install other new management information systems;
    and

  . integrate, train, motivate and manage employees.

If we fail to address the issues above or if our expected growth does not
materialize, our business may be harmed.

We may not be able to hire or retain a sufficient number of qualified
engineers, project managers and other employees to sustain our growth, meet our
contract commitments or maintain the quality of our services.

   Our future success will depend on our ability to attract and retain
additional highly skilled engineering, managerial, marketing and sales
personnel. Competition for such personnel is intense, especially for engineers
and project managers, and we may be unable to attract sufficiently qualified
personnel in adequate numbers to meet the demand for our services. In addition,
as of November 30, 2000, 19% of our employees in the United States were working
under H-1B visas. H-1B visas are a special class of nonimmigrant working visas
for qualified aliens working in specialty occupations, including, for example,
radio frequency engineers. Even in light of recently enacted legislation which
has broadened the ability of companies such as ours to maintain an H-1B visa
program, certain regulations that have been proposed by the Department of Labor
could, if adopted, temporarily place greater requirements on H-1B dependent
companies, such as ours, and could restrict our ability to hire workers under
the H-1B visa category in the future. In addition, immigration policies are
subject to rapid change and any significant changes in immigration law or
regulations may further restrict our ability to continue to employ or to hire
new workers on H-1B visas and could harm our business.

                                       5
<PAGE>

We expect our quarterly results to fluctuate. If we fail to meet earnings
estimates, the price of our common stock could decline.

   Our quarterly and annual operating results have fluctuated in the past and
will vary in the future due to a variety of factors, many of which are outside
of our control. The factors outside of our control include:

  . the timing and size of network deployment by our carrier customers and
    the timing and size of orders for network equipment built by our vendor
    customers;

  . fluctuations in demand for our services;

  . the length of sales cycles;

  . reductions in the prices of services offered by our competitors;

  . costs of integrating technologies or businesses; and

  . telecom market conditions and economic conditions generally.

   The factors within our control include:

  . changes in the actual and estimated costs and timing to complete fixed-
    price, time-certain projects;

  . the timing of expansion into new markets, both domestically and
    internationally; and

  . the timing and payments associated with possible acquisitions.

Due to these factors, quarterly revenues, expenses and results of operations
could vary significantly in the future. You should take these factors into
account when evaluating past periods, and, because of the potential variability
due to these factors, you should not rely upon results of past periods as an
indication of our future performance. In addition, the long-term viability of
our business could be negatively impacted if there were a downward trend in our
revenues and results of operations. Because our operating results may vary
significantly from quarter to quarter based upon the factors described above,
results may not meet the expectations of securities analysts and investors, and
this could cause the price of our common stock to decline significantly.

An increasing percentage of our revenue is accounted for on a percentage-of-
completion basis which could cause our quarterly results to fluctuate.

   An increasing percentage of our revenue is derived from fixed priced
contracts which are accounted for on a percentage-of-completion basis. The
portion of our revenue from fixed price contracts has grown significantly as a
percentage of revenues and accounted for approximately 72% of our revenues for
the nine-month period ended September 30, 2000. With the percentage-of-
completion method, in each period we recognize expenses as they are incurred
and we recognize revenue based on a comparison of the current costs incurred
for the project to the then estimated total costs of the project. Accordingly,
the revenue we recognize in a given quarter depends on the costs we have
incurred for individual projects and our then current estimate of the total
remaining costs to complete individual projects. If in any period we
significantly increase our estimate of the total costs to complete a project,
we may recognize very little or no additional revenue with respect to that
project. As a result, our gross margin in such period and in future periods may
be significantly reduced and in some cases we may recognize a loss on
individual projects prior to their completion. For example, in 1999 we revised
the estimated costs to complete two large contracts which resulted in a
reduction of gross margins of 9.9% in the first quarter of 1999 and 6.9% in the
second quarter of 1999. To the extent that our estimates fluctuate over time or
differ from actual requirements, gross margins in subsequent quarters may vary
significantly from our estimates and could harm our business and financial
results.

Our business may be harmed if we increase our staffing levels in anticipation
of a project and underutilize our personnel because such project is delayed,
reduced or terminated.

   Since our business is driven by large, and sometimes multi-year, contracts,
we forecast our personnel needs for future projected business. If we increase
our staffing levels in anticipation of a project and such project is delayed,
reduced or terminated, we may underutilize these additional personnel, which
would increase our general and administrative expenses and could harm our
business.

                                       6
<PAGE>

Our short operating history and recent growth in expanding services limits our
ability to forecast operating results.

   Due to our limited operating history, we may have difficulty accurately
predicting revenues for future periods and appropriately budgeting for
expenses, and, because most of our expenses are incurred in advance of
anticipated revenues, we may not be able to decrease our expenses in a timely
manner to offset any unexpected shortfall in revenues.

   We have generated revenues for only five years and, thus, we have only a
short history from which to predict future revenues. This limited operating
experience, combined with our recent growth and expanded services, reduces our
ability to accurately forecast our quarterly and annual revenues. Further, we
plan our operating expenses based primarily on these revenue projections.

Our success is dependent on the continued growth in the deployment of wireless
networks.

   The wireless telecom industry has experienced a dramatic rate of growth both
in the United States and internationally. If the rate of growth slows and
carriers reduce their capital investments in wireless infrastructure or fail to
expand into new geographies, our business may be harmed.

Our success is dependent on the continued trend toward outsourcing wireless
telecom services.

   Our success is dependent on the continued trend by wireless carriers and
network equipment vendors to outsource for their network design, deployment and
management needs. If wireless carriers and network equipment vendors elect to
perform more network deployment services themselves, our revenues may decline
and our business would be harmed.

Our revenues will be negatively impacted if there are delays in the deployment
of new wireless networks.

   A significant portion of our revenue is generated from new licensees seeking
to deploy their networks. To date, the pace of network deployment has sometimes
been slower than expected, due in part to difficulty experienced by holders of
licenses in raising the necessary financing, and there can be no assurance that
future bidders for licenses will not experience similar difficulties. There has
also been substantial regulatory uncertainty regarding payments owed to the
United States Government by past successful wireless bidders, and such
uncertainty has delayed network deployments. In addition, factors adversely
affecting the demand for wireless services, such as allegations of health risks
associated with the use of cellular phones, could slow or delay the deployment
of wireless networks. These factors, as well as future legislation, delays in
granting the use of spectrum by the United States Government, legal decisions
and regulation may slow or delay the deployment of wireless networks, which, in
turn, could harm our business.

If our customers do not receive sufficient financing, our business may be
seriously harmed.

   Some of our customers and potential customers are new companies with limited
or no operating histories and limited financial resources. These customers
often must obtain significant amounts of financing to pay for their spectrum
licenses, fund operations and deploy their networks. Other customers of ours
rely upon outside financing to pay the considerable costs of deploying their
networks. In either instance, we frequently work with such companies prior to
their receipt of financing. If these companies fail to receive adequate
financing or experience delays in receiving financing, particularly after we
have begun working with them, our business may be seriously harmed.

The consolidation of equipment vendors or carriers could impact our business.

   Recently, the wireless telecom industry has been characterized by
significant consolidation activity. This consolidation may lead to a greater
ability among equipment vendors and carriers to provide a full suite of network
services, and could simplify integration and installation, which may lead to a
reduction in demand for our services. Moreover, the consolidation of equipment
vendors or carriers could have the effect of reducing

                                       7
<PAGE>

the number of our current or potential customers which could result in their
increased bargaining power. This potential increase in bargaining power could
create competitive pressures whereby a particular customer may request our
exclusivity with them in a particular market and put downward pressure on the
prices we charge for our services. Accordingly, we may not be able to serve
some customers who wish to retain our services.

A loss of one or more of our key customers or delays in project timing for such
customers could cause a significant decrease in our net revenues.

   We have derived, and believe that we will continue to derive, a significant
portion of our revenues from a limited number of customers. For example, for
the nine months ended September 30, 2000, we derived 24% of our revenues from
one customer, Metricom. We anticipate that our key customers will change in the
future as current projects are completed and new projects begin. The services
required by any one customer can be limited by a number of factors, including
industry consolidation, technological developments, economic slowdown and
internal budget constraints. None of our customers is obligated to purchase
additional services and most of our customer contracts can be terminated
without cause or penalty by the customer on notice to us of 90 days or less. As
a result of these factors, the volume of work performed for specific customers
is likely to vary from period to period, and a major customer in one period may
not use our services in a subsequent period. Accordingly, we cannot be certain
that present or future customers will not terminate their network service
arrangements with us or significantly reduce or delay their contracts. Any
termination, change, reduction or delay in our projects could seriously harm
our business.

Our operating results may suffer because of competition in the wireless
services industry.

   The network services market is highly competitive and fragmented and is
served by numerous companies. Many of these competitors have significantly
greater financial, technical and marketing resources, generate greater revenues
and have greater name recognition and experience than we. We do not know of any
competitors that are dominant in our industry. We believe that the principal
competitive factors in our market include the ability to deliver results within
budget and on time, reputation, accountability, project management expertise,
industry experience and pricing. In addition, expertise in new and evolving
technologies, such as wireless Internet services, has become increasingly
important. We also believe our ability to compete depends on a number of
factors outside of our control, including:

  . the prices at which others offer competitive services;

  . the ability and willingness of our competitors to finance customers'
    projects on favorable terms;

  . the ability of our customers to perform the services themselves; and

  . the extent of our competitors' responsiveness to customer needs.

We may not be able to compete effectively on these or other bases, and, as a
result, our revenues or income may decline and harm our business.

We must keep pace with rapid technological change, market conditions and
industry developments to maintain or grow our revenues.

   The market for wireless and other network system design, deployment and
management services is characterized by rapid change and technological
improvements. Our future success will depend in part on our ability to enhance
our current service offerings to keep pace with technological developments and
to address increasingly sophisticated customer needs. We may not be successful
in developing and marketing in a timely manner service offerings that respond
to the technological advances by others and our services may not adequately or
competitively address the needs of the changing marketplace. If we are not
successful in responding in a timely manner to technological change, market
conditions and industry developments, our revenues may decline and our business
may be harmed.

                                       8
<PAGE>

Our business operations could be significantly disrupted if we lose members of
our management team.

   Our success depends to a significant degree upon the continued contributions
of our executive officers, both individually and as a group. Our future
performance will be substantially dependent on our ability to retain and
motivate them. In addition, we do not carry key-person life insurance to cover
the loss of members of our management team. The loss of the services of any of
our executive officers, particularly Massih Tayebi, our Chairman, Masood K.
Tayebi, our Chief Executive Officer, or Thomas Munro, our President, could
prevent us from executing our business strategy and could materially harm our
business.

We may not be successful in our efforts to identify, acquire or integrate
acquisitions.

   Our failure to manage risks associated with acquisitions could harm our
business. An important component of our business strategy is to expand our
presence in new or existing markets by acquiring additional businesses. Since
January 1, 2000 we have acquired ownership interests in eight businesses. We
are almost continuously engaged in discussions or negotiations regarding the
acquisition of businesses or strategic investments in businesses, some
potentially material in relation to our size. We may not be able to identify,
acquire or profitably manage additional businesses or integrate successfully
any acquired businesses without substantial expense, delay or other operational
or financial problems. Acquisitions involve a number of risks, including:

  . diversion of management's attention;

  . difficulty in integrating and absorbing the acquired business, its
    employees, corporate culture, managerial systems and processes and
    services;

  . failure to retain key personnel and employee turnover;

  . customer dissatisfaction or performance problems with an acquired firm;

  . assumption of unknown liabilities; and

  . other unanticipated events or circumstances.

We may not be successful in our efforts to integrate international
acquisitions.

   A key component of our business model is to expand our operations into
international markets. We have accomplished this through the establishment of
offices in Brazil, India and Mexico, among others, and through our recent
acquisitions of Questus Ltd. in the United Kingdom and Telia Contractors, AB in
Sweden. International acquisitions pose a challenge to our business, as we must
integrate operations despite differences in culture, language and legal
environments. To date, we have limited experience with international
acquisitions and face certain related risks, including:

  . difficulties in staffing, managing and integrating international
    operations due to language, cultural or other factors;

  . different, or conflicting regulatory or legal requirements;

  . foreign currency fluctuations; and

  . distractions of significant management time and attention.

Our failure to address these risks could inhibit or preclude our efforts to
pursue international acquisitions.

We have recently expanded our operations internationally. Our failure to manage
our international operations effectively could harm our business.

   From January 1, 1998 through November 30, 2000, we were engaged on projects
in 47 countries, and we currently have operations overseas, including offices
in Brazil, India, Mexico, Sweden and the United Kingdom. For the nine months
ended September 30, 2000, international operations accounted for approximately
27% of our total revenues. We believe that the percentage of total revenues
attributable to

                                       9
<PAGE>

international operations will continue to be significant. We intend to expand
our existing international operations and may enter additional international
markets, which will require significant management attention and financial
resources and could adversely affect our operating margins and earnings. In
order to expand our international operations, we will need to hire additional
personnel and develop relationships with potential international customers. To
the extent that we are unable to do so on a timely basis, our growth in
international markets would be limited, and our business would be harmed.

   Our international business operations are subject to a number of material
risks, including, but not limited to:

  . difficulties in building and managing foreign operations;

  . difficulties in enforcing agreements and collecting receivables through
    foreign legal systems and addressing other legal issues;

  . longer payment cycles;

  . taxation issues;

  . fluctuations in the value of foreign currencies; and

  . unexpected domestic and international regulatory, economic or political
    changes.

To date, we have encountered each of the risks set forth above in our
international operations. If we are unable to expand and manage our
international operations effectively, our business may be harmed.

Fluctuations in the value of foreign currencies could harm our profitability.

   The majority of our international sales are currently denominated in U.S.
dollars. As a result of some of our recent acquisitions as well as the growth
of our foreign operations, an increasing portion of our international sales are
denominated in foreign currencies. Fluctuations in the value of the U.S. dollar
and foreign currencies may make our services more expensive than local service
offerings. This could make our service offerings less competitive than local
service offerings, which could harm our business. To date, our experience with
this foreign currency risk has predominately related to the Brazilian real. We
do not currently engage in currency hedging activities to limit the risks of
exchange rate fluctuations. Therefore, fluctuations in the value of foreign
currencies could have a negative impact on the profitability of our global
operations, which would harm our business and financial results.

We may encounter potential costs or claims resulting from project performance.

   Our engagements often involve large scale, highly complex projects. Our
performance on such projects frequently depends upon our ability to manage our
relationship with our customers, effectively administer the project and deploy
appropriate resources, both our own personnel and third party contractors, in a
timely manner. Many of our engagements involve projects that are significant to
the operations of our customers' businesses. Our failure to meet a customer's
expectations in the planning or implementation of a project or the failure of
our personnel or third party contractors to meet project completion deadlines
could damage our reputation, result in termination of our engagement and
adversely affect our ability to attract new business. We frequently undertake
projects in which we guarantee performance based upon defined operating
specifications or guaranteed delivery dates. Unsatisfactory performance or
unanticipated difficulties or delays in completing such projects may result in
a direct reduction in payments to us, or payment of damages by us, which could
harm our business.

                                       10
<PAGE>


Massih Tayebi, our Chairman, Masood K. Tayebi, our Chief Executive Officer, and
Jalil Tayebi, the General Manager of WFI de Mexico, and their affiliates
control approximately 46.6% of our common stock and, as a result, are able to
exercise substantial control over matters requiring stockholder approval.

   As of December 31, 2000, our Chairman, Massih Tayebi, and our Chief
Executive Officer, Masood K. Tayebi, beneficially owned, in the aggregate,
approximately 40.3% of our outstanding common stock. In addition, as of
December 31, 2000, Jalil Tayebi, the General Manager of WFI de Mexico and the
brother of our Chairman and Chief Executive Officer, beneficially owned
approximately 6.3% of our outstanding common stock. As a result, these
stockholders are currently able to exercise substantial control over all
matters requiring stockholder approval, such as the election of directors and
approval of significant corporate transactions, which may have the effect of
delaying or preventing a third party from acquiring control over us. These
transactions may include those that other stockholders deem to be in their best
interests and in which those other stockholders might otherwise receive a
premium for their shares over their current prices.

The price of our common stock may be volatile.

   The trading price of our common stock has been and could in the future be
subject to significant fluctuations in response to variations in quarterly
operating results, developments in the wireless communications industry,
general economic conditions, changes in securities analysts' recommendations
regarding our securities and other factors. In addition, the stock market in
recent years has experienced significant price and volume fluctuations which
have affected the market prices of technology and telecommunications companies
and which have often been unrelated to or disproportionately impacted by the
operating performance of such companies. These broad market fluctuations may
harm the market price of our common stock.

Provisions in our charter documents and Delaware law may make it difficult for
a third party to acquire our company and could depress the price of our common
stock.

   Delaware corporate law and our certificate of incorporation and bylaws
contain provisions that could delay, defer or prevent a change in control of
our company or our management. These provisions could also discourage proxy
contests and make it more difficult for our stockholders to elect directors and
take other corporate actions. As a result, these provisions could limit the
price that investors are willing to pay in the future for shares of our common
stock. These provisions include:

  . authorizing the board of directors to issue preferred stock;

  . prohibiting cumulative voting in the election of directors;

  . limiting the persons who may call special meetings of stockholders;

  . prohibiting stockholder action by written consent; and

  . establishing advance notice requirements for nominations for election to
    the board of directors or for proposing matters that can be acted on by
    stockholders at stockholder meetings.

We are also subject to certain provisions of Delaware law which could delay,
deter or prevent us from entering into an acquisition, including Section 203 of
the Delaware General Corporation Law, which prohibits a Delaware corporation
from engaging in a business combination with an interested stockholder unless
specific conditions are met.

                                USE OF PROCEEDS

   The proceeds from the sale of the common stock offered by this prospectus
are solely for the account of the selling stockholders. We will not receive any
proceeds from the sale of these shares.

                                       11
<PAGE>

                              SELLING STOCKHOLDERS

   We are registering for resale certain shares of our common stock held by the
stockholders identified below. The following table sets forth:

  . the name of the selling stockholders;

  . the number and percent of our common stock that the selling stockholders
    beneficially owned prior to the offering for resale of any of the shares
    of our common stock being registered by the registration statement of
    which this prospectus is a part;

  . the number of shares of our common stock that may be offered for resale
    for the account of the selling stockholders pursuant to this prospectus;
    and

  . the number and percent of shares of our common stock to be held by the
    selling stockholders after the offering of the resale shares (assuming
    all of the resale shares are sold by the selling stockholders).

   This information is based on information provided by the selling
stockholders, schedules 13G and/or other public documents filed with the SEC,
and assumes the sale of all of the resale shares by the selling stockholders.
The term "selling stockholders" includes the stockholders listed below and
their transferees, pledgees, donees or other successors. The applicable
percentages of ownership are based on an aggregate of 43,603,978 shares of
common stock issued and outstanding as of January 26, 2001. The number of
shares beneficially owned by each stockholder is determined under rules
promulgated by the SEC, and the information is not necessarily indicative of
beneficial ownership for any other purpose.

<TABLE>
<CAPTION>
                         Shares Beneficially
                             Owned Prior                          Shares Beneficially
                             to Offering            Number of     Owned After Offering
                         --------------------------Shares Being   ----------------------
   Selling Stockholder    Number          Percent    Offered       Number      Percent
   -------------------   -----------     ----------------------   ---------   ----------
<S>                      <C>             <C>       <C>            <C>         <C>
Comcor Advisory
 Services, Inc. ........      21,425(1)          *    21,425(1)            0            0
Davis Bay, LLC..........     285,292(2)          *   285,292(2)            0            0
The Walter Group,
 Inc. ..................      95,062(3)          *    95,062(3)            0            0
CGB Privatstiftung......      73,570(4)          *    73,570(4)            0            0
Dr. Michael E. Ralph....      58,857(5)          *    58,857(5)            0            0
FlyingSpark BV..........       9,023(6)          *     9,023(6)            0            0
Ian Beeby...............       1,558(7)          *     1,558(7)            0            0
Lars Bergquist..........         382(8)          *       382(8)            0            0
John Bratley............       2,913(9)          *     2,913(9)            0            0
Janet Bratley...........       2,913(10)         *     2,913(10)           0            0
Paul Chambers...........         449(11)         *       449(11)           0            0
Veronique de Keyzer.....         270(12)         *       270(12)           0            0
Richard Deasington......         623(13)         *       623(13)           0            0
Ola Ejnarsson...........         205(14)         *       205(14)           0            0
Martin Farrimond........         449(15)         *       449(15)           0            0
Robert Filkins..........         130(16)         *       130(16)           0            0
Werner Gerstacker.......         299(17)         *       299(17)           0            0
Robert Harrison.........         608(18)         *       608(18)           0            0
Alan Herbert............         274(19)         *       274(19)           0            0
Stephen Jones...........         449(20)         *       449(20)           0            0
Anya Liss...............         788(21)         *       788(21)           0            0
Peter Liss..............         449(22)         *       449(22)           0            0
George Matheson.........       1,090(23)         *     1,090(23)           0            0
Adrian Porter...........         249(24)         *       249(24)           0            0
Xiaohong Quan...........       1,261(25)         *     1,261(25)           0            0
Ulrich Reinecker........         491(26)         *       491(26)           0            0
</TABLE>

                                       12
<PAGE>

<TABLE>
<CAPTION>
                          Shares Beneficially                      Shares Beneficially
                              Owned Prior                              Owned After
                              to Offering            Number of          Offering
                          -------------------       Shares Being   ---------------------------
   Selling Stockholder      Number         Percent    Offered        Number         Percent
   -------------------    ------------     -------  ------------   ------------     ----------
<S>                       <C>              <C>      <C>            <C>              <C>
Lars Renstrom...........           328(27)        *       328(27)             0            0
Dominque Reverdy........           219(28)        *       219(28)             0            0
Judith Robertson........         2,344(29)        *     2,344(29)             0            0
Alex Sharpe.............           449(30)        *       449(30)             0            0
Philipp Thurn Und
 Taxis..................           468(31)        *       468(31)             0            0
Sarah Whitworth.........           399(32)        *       399(32)             0            0
Christine Hazel Megan
 Whitworth..............           798(33)        *       798(33)             0            0
Peter Thomas Whitworth..           798(34)        *       798(34)             0            0
Sandra Lee Whitworth....         1,521(35)        *     1,521(35)             0            0
Russell Whitworth.......         1,521(36)        *     1,521(36)             0            0
Jalil Tayebi............     2,742,505(37)      6.3   430,000         2,312,505(37)      5.3
</TABLE>
--------
  *  Represents beneficial ownership of less than 1% of the outstanding shares
     of our common stock.

 (1) Includes 9,231 shares held in escrow.
 (2) Includes 6,164 shares held in escrow.
 (3) Includes 44,517 shares held in escrow.
 (4) Includes 18,490 shares held in escrow.
 (5) Includes 14,792 shares held in escrow.
 (6) Includes 4,021 shares held in escrow.
 (7) Includes 694 shares held in escrow.
 (8) Includes 170 shares held in escrow.
 (9) Includes 1,037 shares held by John Bratley in escrow, 260 shares held by
     Janet Bratley in escrow and 325 shares that Janet Bratley owns outright.
(10) Includes 260 shares held by Janet Bratley in escrow, 1,037 shares held by
     John Bratley in escrow and 1,291 shares that John Bratley owns outright
(11) Includes 200 shares held in escrow.
(12) Includes 120 shares held in escrow.
(13) Includes 277 shares held in escrow.
(14) Includes 91 shares held in escrow.
(15) Includes 200 shares held in escrow.
(16) Includes 58 shares held in escrow.
(17) Includes 133 shares held in escrow.
(18) Includes 271 shares held in escrow.
(19) Includes 122 shares held in escrow.
(20) Includes 200 shares held in escrow.
(21) Includes 351 shares held in escrow.
(22) Includes 200 shares held in escrow.
(23) Includes 486 shares held in escrow.
(24) Includes 111 shares held in escrow.
(25) Includes 562 shares held in escrow.
(26) Includes 219 shares held in escrow.
(27) Includes 146 shares held in escrow.
(28) Includes 97 shares held in escrow.
(29) Includes 1,044 shares held in escrow.
(30) Includes 200 shares held in escrow.
(31) Includes 208 shares held in escrow.
(32) Includes 178 shares held in escrow.

(33) Includes 178 shares held by Christine Hazel Megan Whitworth in escrow, 178
     shares held by Peter Thomas Whitworth in escrow and 221 shares that Peter
     Thomas Whitworth owns outright.

(34) Includes 178 shares held by Peter Thomas Whitworth in escrow, 178 shares
     held by Christine Hazel Megan Whitworth in escrow and 221 shares that
     Christine Hazel Megan Whitworth owns outright.

                                       13
<PAGE>

(35) Includes 222 shares held by Sandra Lee Whitworth in escrow, 456 shares
     held by Russell Whitworth in escrow and 567 shares that Russell Whitworth
     owns outright.
(36) Includes 456 shares held by Russell Whitworth in escrow, 222 shares held
     by Sandra Lee Whitworth in escrow and 276 shares that Sandra Lee Whitworth
     owns outright.

(37) Includes shares held by two limited partnerships. Jalil Tayebi, a brother
     of Masood K. Tayebi and Massih Tayebi, and General Manager of WFI de
     Mexico, is the sole manager of a limited liability company which serves as
     general partner of both limited partnerships. The first limited
     partnership holds 1,167,962 shares and has as its limited partners Massih
     Tayebi, his wife and their children. The second limited partnership holds
     1,124,913 shares and has as its limited partners Masood K. Tayebi, his
     wife and their children. Jalil Tayebi has sole voting and investment power
     for the shares held by the limited partnerships.

                                       14
<PAGE>

                              PLAN OF DISTRIBUTION

   The shares of common stock offered by the selling stockholders, or by their
pledgees, transferees or other successors in interest, may be sold from time to
time to purchasers directly by any of the selling stockholders acting as
principal for its own account in one or more transactions at a fixed price,
which may be changed, or at varying prices determined at the time of sale or at
negotiated prices. Alternatively, any of the selling stockholders may from time
to time offer the common stock through underwriters, dealers or agents who may
receive compensation in the form of underwriting discounts, commissions or
concessions from the selling stockholders and/or the purchasers of shares for
whom they may act as agent. Sales may be made on the Nasdaq National Market or
in private transactions. In addition to sales of common stock pursuant to the
registration statement of which this prospectus is a part, the selling
stockholders may sell such common stock in compliance with Rule 144 promulgated
under the Securities Act.

   The selling stockholders and any agents, broker-dealers or underwriters that
participate in the distribution of the common stock offered hereby may be
deemed to be underwriters within the meaning of the Act, and any discounts,
commissions or concessions received by them and any profit on the resale of the
common stock purchased by them might be deemed to be underwriting discounts and
commissions under the Act.

   In order to comply with the securities laws of certain states, if
applicable, the common stock may be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
common stock may not be sold unless it has been registered or qualified for
sale or an exemption from registration or qualification requirements is
available and is complied with.

   In connection with our acquisitions of Comcor Advisory Services, Inc., Davis
Bay, LLC, Questus Ltd. and The Walter Group, Inc., we have agreed to register
the selling stockholders' common stock under applicable federal and state
securities laws under certain circumstances and at certain times. We are also
registering, on behalf of Jalil Tayebi, the shares of common stock which were
issued to him in exchange for shares of WFI de Mexico. We will pay
substantially all of the expenses incidental to the offering and sale of the
common stock to the public, other than commissions, concessions and discounts
of underwriters, dealers or agents. Such expenses (excluding such commissions
and discounts) are estimated to be approximately $32,000.

                                 LEGAL MATTERS

   The validity of the shares of common stock being sold in this offering and
other legal matters relating to the offering will be passed upon for us by
Cooley Godward LLP, San Diego, California.

                                    EXPERTS

   The consolidated financial statements of Wireless Facilities, Inc. and
subsidiaries as of December 31, 1998 and 1999 and for each of the years in the
three-year period ended December 31, 1999, have been incorporated by reference
herein and in the registration statement in reliance upon the report of KPMG
LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.

                      WHERE YOU CAN FIND MORE INFORMATION

   This prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission. Certain information in the
registration statement has been omitted from this prospectus in accordance with
the rules of the SEC. We file proxy statements and annual, quarterly and
special reports and other information with the SEC. You can inspect and copy
the registration statement as well as the reports, proxy statements and other
information we have filed with the SEC at the public reference room maintained
by

                                       15
<PAGE>

the SEC at 450 Fifth Street, N. W., Washington, D.C., and at the SEC Regional
Offices located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and 7 World Trade Center, Suite 1300, New York,
New York 10048. You can call the SEC at 1-800-732-0330 for further information
about the public reference rooms. We are also required to file electronic
versions of these documents with the SEC, which may be accessed from the SEC's
World Wide Web site at http://www.sec.gov. Reports, proxy and information
statements and other information concerning Wireless Facilities, Inc. may be
inspected at The Nasdaq Stock Market at 1735 K Street, N. W., Washington, D.C.
20006.

   The SEC requires us to "incorporate by reference" certain of our publicly-
filed documents into this prospectus, which means that information included in
those documents is considered part of this prospectus. Information that we
file with the SEC after the effective date of this prospectus will
automatically update and supercede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, or until we terminate the effectiveness of this registration statement.

   The following documents filed with the SEC are incorporated by reference in
this prospectus:

     1. Our Annual Report on Form 10-K for the year ended December 31, 1999;

     2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000,
  June 30, 2000 and September 30, 2000;

     3. Notice of Annual Meeting and Proxy Statement for the 2000 Annual
  Meeting of Stockholders;

     4. Current Report on Form 8-K filed October 25, 2000;

     5. The description of our common stock in our registration statement on
  Form S-1 filed with the SEC on August 18, 1999, including any amendments or
  reports filed for the purpose of updating such description; and

     6. All of the filings pursuant to the Securities Exchange Act after the
  date of filing of the original registration statement and prior to the
  effectiveness of the registration statement.

   We will furnish without charge to you, on written or oral request, a copy
of any or all of the documents incorporated by reference, other than exhibits
to those documents. You should direct any requests for documents to Marc
Francois, 4810 Eastgate Mall, San Diego, Ca 92121, telephone: (858) 228-2000.

                                      16
<PAGE>

                DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

   This prospectus, including the documents that we incorporate by reference,
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Any statements about our expectations, beliefs, plans, objectives, assumptions
or future events or performance are not historical facts and may be forward-
looking. These statements are often, but not always, made through the use of
words or phrases such as "anticipate," "estimate," "plans," "projects,"
"continuing," "ongoing," "expects," "management believes," "we believe," "we
intend" and similar words or phrases. Accordingly, these statements involve
estimates, assumptions and uncertainties which could cause actual results to
differ materially from those expressed in them. Any forward-looking statements
are qualified in their entirety by reference to the factors discussed
throughout this prospectus. Among the key factors that could cause actual
results to differ materially from the forward-looking statements:

  . our ability to manage and sustain our growth;

  . change in economic conditions of the various markets we serve;

  . opportunities or acquisitions that we pursue; and

  . the availability and terms of financing for our customers.

   Because the risk factors referred to above could cause actual results or
outcomes to differ materially from those expressed in any forward-looking
statements made by us, you should not place undue reliance on any such forward-
looking statements. Further, any forward-looking statement speaks only as of
the date on which it is made, and we undertake no obligation to update any
forward-looking statement or statements to reflect events or circumstances
after the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is not
possible for us to predict which will arise. In addition, we cannot assess the
impact of each factor on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements.

                                       17
<PAGE>


                      [Wireless Facilites, Inc. Logo]
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

   The expenses in connection with the sale of the securities being registered
are set forth in the following table (all amounts except the registration fee
are estimated)

<TABLE>
   <S>                                                                  <C>
   SEC Registration Fee................................................ $ 9,332
   Printing and Engraving Expenses..................................... $ 4,500
   Legal Fees and Expenses............................................. $12,000
   Accounting Fees and Expenses........................................ $ 6,000
   Miscellaneous....................................................... $   168
                                                                        -------
     Total............................................................. $32,000
                                                                        =======
</TABLE>

Item 15. Indemnification of Directors and Officers.

   Our bylaws provide that we shall indemnify our directors, officers,
employees and agents to the fullest extent permitted by Delaware law, except
with respect to certain proceedings initiated by such persons. We are also
empowered under our bylaws to purchase insurance on behalf of any director,
officer, employee, or agent whether or not we would be required to indemnify
this person. We have also entered into indemnification agreements with each of
our directors and executive officers.

   In addition, our restated certificate of incorporation provides that our
directors will not be personally liable to us or our stockholders for monetary
damages for any breach of fiduciary duty as a director, except for liability:

  . for any breach of the director's duty of loyalty to us or our
    stockholders;

  . for acts or omissions not in good faith or which involve intentional
    misconduct or a knowing violation of law;

  . under Section 174 of the Delaware General Corporation Law; or

  . for any transaction from which the director derives an improper personal
    benefit.

   Our restated certificate of incorporation also provides that if the Delaware
General Corporation Law is amended after the approval by our stockholders of
the restated certificate of incorporation to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of our directors shall be eliminated or limited to the fullest extent permitted
by the Delaware General Corporation Law. The provision does not affect a
director's responsibilities under any other law, such as the federal securities
laws or state or federal environmental laws.

Item 16. Exhibits

<TABLE>
<CAPTION>
     Exhibit
     Number                       Description of Document
     -------                      -----------------------
     <C>     <S>
       4.1   Certificate for shares of common stock of the Company.(1)

       5.1   Opinion of Cooley Godward LLP.

      23.1   Independent Auditors' Consent.

      23.2   Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.

      24.1   Power of Attorney (previously filed, and see page II-4 hereto).
</TABLE>

                                      II-1
<PAGE>

--------
(1) Incorporated by reference to Exhibit 4.1 filed with the Company's
    registration statement on Form S-1 (File No. 333-85515) filed August 18,
    1999, or with any amendments thereto. Such registration statement became
    effective November 4, 1999.

Item 17. Undertakings

   (a) The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this registration statement:

       (i) To include any prospectus required by section 10(a)(3) of the
    Securities Act of 1933;

       (ii) To reflect in the prospectus any facts or events arising after
    the effective date of the registration statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the registration statement. Notwithstanding the foregoing, any
    increase or decrease in volume of securities offered (if the total
    dollar value of securities offered would not exceed that which was
    registered) and any deviation from the low or high end of the estimated
    maximum offering range may be reflected in the form of prospectus filed
    with the Commission pursuant to Rule 424(b) if, in the aggregate, the
    changes in volume and price represent no more than a 20% change in the
    maximum aggregate offering price set forth in the "Calculation of
    Registration Fee" table in the effective registration statement.

       (iii) To include any material information with respect to the plan
    of distribution not previously disclosed in the registration statement
    or any material change to such information in the registration
    statement.

   Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or Form F-
3, and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

     (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.

   (b) The undersigned registration hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

   (c) Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriated jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                      II-2
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on January 29, 2001.

                                          Wireless Facilities, INC

                                                  /s/ Masood K. Tayebi
                                          By: _________________________________
                                                     Masood K. Tayebi
                                                  Chief Executive Officer

   Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
              Signature                          Title                   Date
              ---------                          -----                   ----

<S>                                    <C>                        <C>
                  *                    Chairman and Director       January 29, 2001
______________________________________
            Massih Tayebi

        /s/ Masood K. Tayebi           Chief Executive Officer     January 29, 2001
______________________________________  and Director (Principal
           Masood K. Tayebi             Executive Officer)

                  *                    Chief Financial Officer     January 29, 2001
______________________________________  (Principal Financial and
            Terry Ashwill               Accounting Officer)

                  *                    Director                    January 29, 2001
______________________________________
            Scott Anderson

                  *                    Director                    January 29, 2001
______________________________________
            Bandel Carano

          /s/ Scot Jarvis              Director                    January 29, 2001
______________________________________
             Scot Jarvis
</TABLE>

   /s/ Masood K. Tayebi

*By:
   ---------------------------

      Masood K. Tayebi

      Attorney-in-fact

                                      II-3
<PAGE>


                             POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Masood K. Tayebi, Massih Tayebi and/or Thomas A.
Munro and each of them, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place, and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments, exhibits thereto and other documents in
connection therewith) to this Registration Statement and any subsequent
registration statement filed by the registrant pursuant to Rule 462(b) of the
Securities Act of 1933, as amended, which relates to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

<TABLE>
<CAPTION>
              Signature                          Title                   Date
              ---------                          -----                   ----

<S>                                    <C>                        <C>
          /s/ Scot Jarvis              Director                    January 29, 2001
______________________________________
             Scot Jarvis
</TABLE>

                                      II-4
<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
 Exhibit
 Number                               Description of Document
 -------                              -----------------------
 <C>     <S>
   4.1   Certificate for shares of common stock of the Company.(1)

   5.1   Opinion of Cooley Godward LLP.

  23.1   Independent Auditors' Consent.

  23.2   Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.

  24.1   Power of Attorney (previously filed, and see page II-4 hereto).
</TABLE>
--------
(1) Incorporated by reference to Exhibit 4.1 filed with the Company's
    registration statement on Form S-1 (File No. 333-85515) filed August 18,
    1999, or with any amendments thereto. Such registration statement became
    effective November 4, 1999.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>OPINION OF COOLEY GODWARD LLP
<TEXT>

<PAGE>

                                                                     EXHIBIT 5.1

                       [LETTERHEAD OF COOLEY GODWARD LLP]

February 1, 2001

Wireless Facilities, Inc.
4810 Eastgate Mall
San Diego, CA 92121

Ladies and Gentlemen:

   You have requested our opinion with respect to certain matters in connection
with the filing by Wireless Facilities, Inc., a Delaware corporation (the
"Company") of a Registration Statement on Form S-3 (the "Registration
Statement") with the Securities and Exchange Commission covering the
registration of up to 992,692 shares of Common Stock (the "Shares") for resale
by the selling stockholders named therein (the "Selling Stockholders").

   In connection with this opinion, we have examined the Registration Statement
and related Prospectus, your Certificate of Incorporation and Bylaws, as
amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.

   On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares to be sold by the Selling Stockholders are validly
issued, fully paid and non-assessable.

   We consent to the reference to our firm under the caption "Legal Matters" in
the Prospectus included in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.

                                          Very truly yours,

                                          Cooley Godward LLP

                                                /s/ Lance W. Bridges
                                          By: _________________________________

                                                   Lance W. Bridges
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>INDEPENDENT AUDITOR'S REPORT
<TEXT>

<PAGE>

                                                                    EXHIBIT 23.1

                         INDEPENDENT AUDITORS' CONSENT

The Board of Directors
 Wireless Facilities, Inc.:

   We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.

                                          /s/ KPMG LLP

San Diego, California

January 30, 2001

</TEXT>
</DOCUMENT>
</SUBMISSION>
