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<PAGE>

    As Filed with the Securities and Exchange Commission on October 15, 2001
                                                     Registration No. 333-______

================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               ___________________
                                    FORM S-3

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               ___________________
                            WIRELESS FACILITIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                DELAWARE                                       13-3818604
    (State or Other Jurisdiction of                         (I.R.S. Employer
     Incorporation or Organization)                      Identification 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)
                               ___________________
                               WM. BRADFORD WELLER
                                 GENERAL COUNSEL
                            WIRELESS FACILITIES, INC.
                     4810 Eastgate Mall, San Diego, Ca 92121
                                 (858) 228-2000
               (Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)
                               ___________________
                                   COPIES TO:

                             LANCE W. BRIDGES, ESQ.
                              GLENN F. BAITY, ESQ.
                               COOLEY GODWARD LLP
                               4401 EASTGATE MALL
                            SAN DIEGO, CA 92121-9109
                                 (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 Maximum        Proposed Maximum
 Title of Each Class of Securities                               Offering Price Per      Aggregate Offering            Amount of
          to be Registered            Amount to be Registered         Share(1)                Price(1)             Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                        <C>                     <C>                       <C>

Common Stock, $.001 par value.......         1,638,838                 $5.445               $8,923,472.91               $2,231

====================================================================================================================================
</TABLE>

(1) 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 October 10, 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>

PROSPECTUS

                  SUBJECT TO COMPLETION, DATED OCTOBER 15, 2001

                                1,638,838 Shares

                            WIRELESS FACILITIES, INC.

                                  Common Stock

We are registering 1,638,838 shares of our common stock for resale by the
selling stockholder identified in this prospectus. We will not receive any of
the proceeds from the sale of shares by the selling stockholder.

Our common stock is listed on The Nasdaq National Market under the symbol
"WFII." On October 12, 2001, the last reported sale price for our common stock
was $6.0002 per share.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 3.

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>

                            WIRELESS FACILITIES, INC.

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.

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

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

     Until the recent downturn in the financial markets generally, and
specifically in the telecommunications industry, the wireless telecom industry
had experienced rapid growth and carriers had made large capital investments to
expand their networks. Due to the downturn, many of our customers are having
trouble raising money in the capital markets to fund improvements of their
businesses, including telecom network deployments and upgrades. The recent
downturn of the financial markets and the slowdown in the U.S. economy have
also increased the uncertainty experienced by many of our customers that are
having increasing difficulty predicting demand for their products and services.
As a result, many of our customers have slowed or postponed the deployment of
new wireless networks, as well as the development of new technologies and
products, all of which has reduced the demand for our services. Some of our
customers have recently cancelled or suspended their contracts with us and many
of our customers and potential customers have postponed entering into new
contracts for our services.

     Our services are designed to improve our customers' competitive position
through efficient planning, deployment and management of their networks. Using
methods of planning and deploying wireless networks that we have developed, we
deliver reliable, scalable network solutions. We offer our services primarily on
a fixed-price basis with scheduled deadlines for completion, that is, on a
time-certain basis. Because of this practice, we believe that our customers more
reliably forecast the costs and timing of network deployment and management than
they could without that information. As a result, our customers can focus on
their core competencies and can 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
     analyze the financial, engineering, competitive, market and technology
     issues and develop solutions applicable to proposed network deployments. In
     addition, we advise customers as to the best equipment for their particular
     project, by 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 available only through 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 our
     customers' wireless networks. Once a network is deployed, it must
     continually be updated, recalibrated and tuned. We achieve radio frequency
     optimization by tuning networks to take into account changing environments
     and usage patterns. Several of our customers' operations are managed at our
     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.

     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 and during the six months ended June 30, 2001 completed projects
in 29 countries. In addition to our U.S. operations, as of June 30, 2001, we had
ongoing projects in countries including Argentina, Brazil, Canada, Chile, the
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.

                                       2

<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 shares of our common stock. Investing in our common stock involves a
high degree of risk. Risks and uncertainties, in addition to those we describe
below, that are not presently known to us or that we currently believe are
immaterial may also impair our business operations. If any of the following
risks occur, our business could be harmed, the price of our common stock could
decline and you may lose all or part of your investment.

We expect our quarterly results to fluctuate. If we fail to meet earnings
estimates, our stock price 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:

          .  telecommunications market conditions and economic conditions
             generally;

          .  timing and size of network deployments 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;

          .  length of sales cycles;

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

          .  costs of integrating technologies or businesses that we add.

     The factors substantially within our control include:

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

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

          .  timing and payments associated with possible acquisitions.

     Due to these factors, our quarterly revenues, expenses and results of
operations have recently varied significantly and could continue to 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, we may from time to time provide estimates
of our future performance. Estimates are inherently uncertain and actual results
are likely to deviate, perhaps substantially, from our estimates as a result of
the many risks and uncertainties in our business, including, but not limited to,
those set forth in these risk factors. We undertake no duty to update estimates
if given. In addition, the long-term viability of our business could be
negatively impacted if there were a sustained 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.

     In recent months, we have experienced a negative impact to our earnings and
stock price as a result of the foregoing factors that may cause our quarterly
results to fluctuate. We may continue to incur losses for the foreseeable
future. Due to the recent downturn in the financial markets generally, and
specifically the slowdown in wireless telecommunications infrastructure
spending, some of our customers have cancelled or suspended their contracts with
us and many of our customers and potential customers have postponed entering
into new contracts for our services. The reduction in the availability of
capital due to the downturn has also delayed the completion of mergers
contemplated by some of our customers, which has resulted in project delays. In
addition, unfavorable economic conditions are causing some of our customers to
take longer to pay us for services we perform, increasing the average number of
days that our receivables are outstanding. Also due to the difficult financing
and economic conditions, some of our customers may not be able to pay us for
services that we have already performed and three of our customers have filed
for bankruptcy protection in recent months. If we are not able to collect
amounts due to us, we may be required to write-off or convert significant
amounts of our accounts receivable. For example, we recognized bad-debt expense
of $3.5 million during the first quarter of 2001 due to Advanced Radio Telecom's
filing for bankruptcy protection and we recognized bad debt expense of $13.9
million for the entire Metricom, Inc. receivable during the second quarter of
2001 due to Metricom's filing for bankruptcy protection. Because we are not able
to reduce our costs as fast as our revenues may decline, our costs as a
percentage of revenues may increase and, correspondingly, our net earnings may
decline disproportionately to any decrease in revenues. If we restructure our
business in an effort to minimize our expenses, we may incur associated charges.
As a result of these and other factors, it has become extremely difficult to
forecast our future revenues and earnings, and any predictions we make are
subject to significant revisions and are very uncertain.

Our success is dependent on the continued growth in the deployment of wireless
networks and, to the extent that such growth cannot be sustained, our business
may be harmed.

     The wireless telecommunications industry has historically experienced
dramatic growth both in the United States and internationally. Recently,
however, many telecommunications carriers have been re-evaluating their network
deployment plans in response to downturns in the capital markets, changing
perceptions regarding industry growth and the adoption of new wireless
technologies and a general economic slowdown in the United

                                       3

<PAGE>

States. It is difficult to predict whether these changes will result in a
sustained downturn in the telecommunications industry. If the rate of growth
continues to slow and carriers continue to reduce their capital investments in
wireless infrastructure or fail to expand into new geographies, our business
will be significantly harmed.

     The uncertainty associated with rapidly changing telecommunications
technologies may also continue to negatively impact the rate of deployment of
wireless networks and the demand for our services. Telecommunications service
providers face significant challenges in assessing consumer demand and in
acceptance of rapidly changing enhanced telecommunications capabilities. If
telecommunications service providers continue to perceive that the rate of
acceptance of next generation telecommunications products will grow more slowly
than previously expected, they may, as a result, continue to slow their
development of next generation technologies. Any significant sustained slowdown
will further reduce the demand for our services and adversely affect our
financial results.

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

     A significant portion of our revenues are 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. In addition, uncertainties regarding the availability and
allocation of spectrum have caused delays in network deployment. There has also
been substantial regulatory uncertainty regarding payments owed to the United
States Government by past successful wireless bidders, and such uncertainty has
also delayed network deployments. In addition, factors adversely affecting the
demand for wireless services, such as allegations of health risks associated
with the use of mobile phones, could slow or delay the deployment of wireless
networks. These factors, as well as delays in granting the use of spectrum,
legal decisions and future legislation regulations 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 have 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 results of operations may be harmed. In addition, to the extent our
customers continue to experience capital constraints, they could place pressure
on us to lower the prices we charge for our services. If competitive pressures
force us to make price concessions or otherwise reduce prices for our services,
then our revenues and margins will decline and our results of operations would
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 their network design, deployment and
management needs. If wireless carriers and network equipment vendors elect to
perform more network deployment services themselves, our revenues would likely
decline and our business would be harmed.

A loss of one or more of our key customers or delays in project timing for key
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. 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 could 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 from us and most of our
contracts with customers can be terminated without cause or penalty by the
customer on notice to us. 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.

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

     Recently, the wireless telecommunications 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 may simplify integration and installation, which could lead to a
reduction in demand for our services. Moreover, the consolidation of equipment
vendors or carriers could have the effect of reducing the number of our current
or potential customers, which could result in bargaining power for our remaining
customers. 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 represent some customers who wish
to retain our services.

                                       4

<PAGE>

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

     To the extent we continue to grow, our future success will depend on our
ability to hire 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 the future. In addition, as of September 30, 2001, 22% 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. We are
aware that the Department of Labor has issued interim final regulations that
place greater requirements on H-1B dependent companies, such as WFI, and may
restrict our ability to hire workers under the H-1B visa category in the future.
In addition, these regulations expose us to significant penalties, including a
prohibition on the hiring of H-1B workers, if the Department of Labor deems us
noncompliant. 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,
therefore, could harm our business.

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

     A significant 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 accounted for approximately
45% of our revenues for the six months ended June 30, 2001. With a
percentage-of-completion basis, 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 margins we recognize in a given quarter depend 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 margin 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 by 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 financial results.

     Similarly, the cancellation or modification of a contract which is
accounted for on a percentage-of-completion basis may adversely affect our gross
margins for the period during which the contract is modified or cancelled. In
the first quarter of 2001, we experienced gross margin adjustments related to
the suspension and termination of the Metricom and Advanced Radio Telecom
contracts. Under certain circumstances, a cancellation or modification of a
fixed price contract could also result in our having to reverse revenue that we
recognized in a prior period, which could significantly reduce the amount of
revenues we recognize for the period in which the adjustment is made. For
example, if we have a three-year fixed price contract where the contract fee is
$1 million and the initial estimated costs associated with the contract are
$550,000, and if, during the first year we incur $220,000 in costs related to
the contract and correspondingly estimate that the contract is 40% complete,
then under the percentage-of-completion accounting method we would recognize
40%, or $400,000 in revenue during the first year of the contract. If, during
the second year of the contract the project is terminated with 35% of the
services deemed provided to the client, then the total revenue for the project
would be adjusted downward to $350,000, and the revenue recognizable during the
second year would be the total revenue earned to date, the $350,000 less the
revenue previously recognized or $400,000, resulting in a reversal of $50,000 of
revenue previously recognized. To the extent we experience additional
adjustments such as those described above, our revenues and profit margins will
be adversely affected.

Our financial results may be harmed if we maintain or increase our staffing
levels in anticipation of one or more projects and underutilize our personnel
because such projects are 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 maintain or
increase our staffing levels in anticipation of one or more projects and those
projects are delayed, reduced or terminated, we may underutilize these
additional personnel, which would increase our general and administrative
expenses, reduce our earnings and possibly harm our results of operations.

     Additionally, due to current market conditions, we are faced with the
challenge of managing the appropriate size of our workforce in light of
projected demand for our services. If we maintain a workforce sufficient to
support a resurgence in demand, then in the meantime our general and
administrative expenses will be high relative to our revenues and our
profitability will suffer. Alternatively, if we reduce the size of our workforce
in response to any decrease in the demand for our services, then our ability to
quickly respond to any resurgence in demand will be impaired. As a result, to
the extent that we fail to successfully manage this challenge our financial
results will be harmed.

Our short operating history, our recent growth in expanding services and the
recent and sudden slowdown due to the current economic conditions in our
industry limit our ability to forecast operating results.

     We have generated revenues for only six years and, thus, we have only a
short history from which to predict future revenues. This limited operating
experience, together with the dynamic market environment in which we operate,
including fluctuating demand for our services, reduces our ability to accurately
forecast our quarterly and annual revenues. Further, we plan our operating
expenses based primarily on these revenue projections. 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.

                                       5

<PAGE>

Our operating results may suffer because of competition in our industry.

     The wireless 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 us. We do
not know of any competitors that are dominant in our industry. For a more
complete description of our competition, see "Business--Competition" in our
Annual Report on Form 10-K for the year ended December 31, 2000.

     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 responsiveness of our competitors to customer needs.

     We may not be able to compete effectively on these or other bases and, as a
result, our revenues and net income may decline. In addition, we have recently
begun to face competition from a new class of entrants into the wireless network
services market comprised of recently unemployed telecommunications workers who
have started their own businesses and are willing to operate at lower profit
margins than us. To the extent that these competitors are able to increase their
market share, our business may suffer.

We must keep pace with rapid technological changes, market conditions and
industry developments to maintain and 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 successfully
develop or market service offerings that respond in a timely manner to the
technological advances of our customers and competitors. In addition, the
services that we do develop may not adequately or competitively address the
needs of the changing telecommunications marketplace. If we are not successful
in responding to technological changes, market conditions or industry
developments, our revenues may decline and our business may be harmed.

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. See
Directors and Executive Officers of the Registrant, incorporated by reference
into our Annual Report on Form 10-K for the year ended December 31, 2000, for a
listing of our executive officers. Our future performance will be substantially
dependent on our ability to retain and motivate them.

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. One component of our business strategy is to expand our presence in
new and existing markets by acquiring additional businesses. During 2000, we
acquired seven 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 significant time and attention of our management;

          .  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
             company;

          .  assumption of unknown liabilities; and

          .  other unanticipated events or circumstances.

     Our failure to adequately address any of these factors may negatively
affect our expected profitability from acquisitions or harm our ability to
successfully negotiate or complete future acquisitions.

                                       6

<PAGE>

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

     A key component of our business model is to expand our operations in
international markets. International acquisitions pose a challenge, as we must
integrate operations despite differences in culture, language and legal
environments. To date, we have limited experience with international
acquisitions and face risks related to those transactions, including:

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

          .   different or conflicting regulatory or legal requirements;

          .   foreign currency fluctuations; and

          .   diversion of significant time and attention of our management.

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

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

     We currently have international operations, including offices in Mexico,
the United Kingdom, India, Brazil and Sweden. For the six months ended June 30,
2001, international operations accounted for approximately 34% of our total
revenues. We believe that the percentage of our total revenues attributable to
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 time and financial resources
and could adversely affect our operating margins and earnings per share. 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 will be limited, and our business could 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;

          .   foreign and U.S. taxation issues;

          .   potential weaknesses in foreign economies, particularly in Europe,
              South America and Mexico;

          .   fluctuations in the value of foreign currencies; and

          .   unexpected domestic or 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 international 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
foreign currencies, compared to the U.S. dollar, may make our services more
expensive than local service offerings in international locations. This would
make our service offerings less price competitive than local service offerings,
which could harm our business. To date, our experience with foreign currency
risk has predominately related to the Brazilian real and Mexican peso. In
addition, we conduct business in Swedish krona and British pound sterling, and
have a primary EMEA contract in Euros. We do not currently engage in currency
hedging activities to limit the risks of currency fluctuations. Therefore,
fluctuations in foreign currencies could have a negative impact on the
profitability of our global operations, which would harm our 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 the
relationship with our customers and to effectively manage the project and deploy
appropriate resources, including third-party contractors, personnel and our own,
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 would harm our business.

                                       7

<PAGE>

As of September 30, 2001, executive officers and directors and their affiliates
controlled 55% of our outstanding common stock and as a result are able to
exercise control over matters requiring stockholder approval.

     As of September 30, 2001, executive officers and directors and their
affiliates beneficially owned, in the aggregate, approximately 55% of our
outstanding common stock. In particular, our Chairman, Massih Tayebi, and our
Chief Executive Officer, Masood K. Tayebi, beneficially owned, in the aggregate,
approximately 45% of our outstanding common stock. In addition, other members of
the Tayebi family owned, in the aggregate, approximately 7% of our outstanding
common stock. As a result, these stockholders are able to exercise control over
matters requiring stockholder approval, such as the election of directors and
approval of significant corporate transactions, which may include preventing a
third party from acquiring control over us. These transactions may also 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. For
further information regarding our stock ownership, see "Security Ownership of
Certain Beneficial Owners and Management" incorporated by reference into our
Annual Report on Form 10-K for the year ended December 31, 2000.

Our stock price may be particularly volatile because of our industry.

     The stock market in general has recently experienced extreme price and
volume fluctuations. In addition, the market prices of securities of technology
and telecommunications companies have been extremely volatile, and have
experienced fluctuations that have often been unrelated to or disproportionate
to the operating performance of those companies. These broad market fluctuations
could adversely affect the price of our common stock. For further information
regarding recent stock trends, see "Market for Registrant's Common Equity and
Related Stockholder Matters" in our Annual Report on Form 10-K for the year
ended December 31, 2000.

Provisions in our charter documents and Delaware law may make it difficult for a
third party to acquire us 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 us
or our management. These provisions may also discourage proxy contests and make
it more difficult for our stockholders to elect directors and take other
corporate action. As a result, these provisions may limit the price that
investors are willing to pay 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 our board of directors or for proposing matters that
              can be acted on by stockholders at meetings of our stockholders.

     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 us from engaging in
a business combination with an interested stockholder unless specific conditions
are met.

                                       8

<PAGE>

                                 USE OF PROCEEDS

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

                               SELLING STOCKHOLDER

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

         .   the name of the selling stockholder;

         .   the number and percent of our common stock that the selling
             stockholder 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 stockholder pursuant to this
             prospectus; and

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

     This information is based on information provided by the selling
stockholder, schedules 13G and/or other public documents filed with the SEC, and
assumes the sale of all of the resale shares by the selling stockholder. The
term "selling stockholder" includes the stockholder listed below and its
transferees, pledgees, donees or other successors. The applicable percentage of
ownership is based on an aggregate of 46,898,461 shares of common stock issued
and outstanding as of October 15, 2001. The number of shares beneficially owned
by the selling 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          Number of            Shares Beneficially
                        Owned Prior to Offering          Shares             Owned After Offering
                      --------------------------                        ----------------------------
                                                         Being
Selling Stockholder     Number           Percent        Offered         Number               Percent
-------------------     ------           -------        -------         ------               -------
<S>                   <C>                <C>           <C>              <C>                  <C>
Davis Bay, LLC        1,679,061            3.6         1,638,838        40,223                  *
</TABLE>

_________________________

* Represents beneficial ownership of less than 1% of the outstanding shares of
  our common stock.

                              PLAN OF DISTRIBUTION

     The shares of common stock offered by the selling stockholder, or by its
pledgees, transferees or other successors in interest, may be sold from time to
time to purchasers directly by the selling stockholder 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, the selling stockholder 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 stockholder 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 stockholder may sell
such common stock in compliance with Rule 144 promulgated under the Securities
Act.

     The selling stockholder 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 acquisition of substantially all of the assets of
the selling stockholder, we have agreed to register the shares of our common
stock held by the selling stockholder under applicable federal and state
securities laws under certain circumstances and at certain times. We will pay
substantially all of the expenses incident 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 $25,500.00.

                                       9

<PAGE>

                                  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. as of
December 31, 2000 and 1999, and for each of the years in the three-year period
ended December 31, 2000, 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 SEC. 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 the SEC at 450 Fifth Street, N.W.,
Washington, D.C., and at the SEC Regional Office located at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. 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 Internet site at http://www.sec.gov.
Reports, proxy and information statements and other information concerning us
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 supersede this information, as well as the other
information contained in this prospectus. 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, 2000
             (including information specifically incorporated by reference into
             our Form 10-K from our Proxy Statement for the meeting of our
             stockholders on June 22, 2001).

         2.  Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
             2001 and June 30, 2001.

         3.  Our Current Report on Form 8-K filed on October 11, 2001.

         4.  The description of our common stock contained in our registration
             statement on Form 8-A filed with the SEC on September 3, 1999.

         5.  All of the filings pursuant to the Securities Exchange Act that we
             may make after the date hereof and prior to the termination of the
             offering contemplated by this prospectus.

     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 Francios,
4810 Eastgate Mall, San Diego, CA 92121, telephone: (858) 228-2000.

                                       10

<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 and Section 21E of the Securities Exchange Act. 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 are not always, made through the use of words or
phrases such as "anticipates," "estimates," "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 factors referred to above could cause actual results or
outcomes to differ materially from those expressed in any forward-looking
statements we make, 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 factors 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.

                                       11

<PAGE>

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


                                1,638,838 SHARES

                                  COMMON STOCK

                            WIRELESS FACILITIES, INC.


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


                                   PROSPECTUS


                               _____________, 2001

<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):

SEC Registration Fee. ..........................................  $ 2,231.00
Printing and Engraving Expenses. ...............................  $ 7,500.00
Legal Fees and Expenses ........................................  $10,000.00
Accounting Fees and Expenses ...................................  $ 5,000.00
Miscellaneous ..................................................  $   769.00

TOTAL ..........................................................  $25,500.00

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

EXHIBIT
NUMBER     DESCRIPTION OF DOCUMENT
------     -----------------------

4.1        Certificate for shares of common stock of the Registrant.(1)

5.1        Opinion of Cooley Godward LLP.

23.1       Consent of KPMG LLP, Independent Accountants.

23.2       Consent of Cooley Godward LLP (contained in Exhibit 5.1).

24.1       Power of Attorney (contained in page II-3).

     ___________________________

(1) Incorporated by reference to Exhibit 4.1 to the Registrant's registration
statement No. 333-85515.

                                      II-1

<PAGE>

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 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.

     (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 herein, 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 herein, 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 the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
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 October 15, 2001.

                                          WIRELESS FACILITIES, INC

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

                                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.

     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>
/s/ Massih Tayebi                        Chairman and Director                     October 15, 2001
-----------------------------------
             Massih Tayebi

/s/ Masood K. Tayebi                     Chief Executive Officer and Director      October 15, 2001
-----------------------------------
           Masood K. Tayebi              (Principal Executive Officer)


/s/ Terry Ashwill                        Chief Financial Officer                   October 15, 2001
-----------------------------------
             Terry Ashwill               (Principal Financial Officer)


/s/ Dan Stokely                          Vice President, Corporate Controller      October 15, 2001
-----------------------------------
              Dan Stokely                (Principal Accounting Officer)


/s/ Scott Anderson                       Director                                  October 15, 2001
-----------------------------------
            Scott Anderson

/s/ William Hoglund                      Director                                  October 15, 2001
-----------------------------------
            William Hoglund

/s/ Scot Jarvis                          Director                                  October 15, 2001
-----------------------------------
              Scot Jarvis

/s/ David Lee                            Director                                  October 15, 2001
-----------------------------------
               David Lee
</TABLE>

                                      II-3

<PAGE>

                                INDEX TO EXHIBITS

EXHIBIT
NUMBER     DESCRIPTION OF DOCUMENT
------     -----------------------

4.1        Certificate for shares of common stock of the Registrant.(1)

5.1        Opinion of Cooley Godward LLP.

23.1       Consent of KPMG LLP, Independent Accountants.

23.2       Consent of Cooley Godward LLP (contained in Exhibit 5.1).

24.1       Power of Attorney (contained in page II-3).

    ____________________________

(1) Incorporated by reference to Exhibit 4.1 to the Registrant's registration
    statement No. 333-85515.

                                      II-4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>dex51.txt
<DESCRIPTION>OPINION OF COOLEY GODWARD LLP
<TEXT>
<PAGE>

                                                                     EXHIBIT 5.1

                       [LETTERHEAD OF COOLEY GODWARD, LLP]

October 15, 2001

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 offering
of up to 1,638,838 shares of the Company's Common Stock, $.001 par value (the
"Shares"), for resale by the selling stockholder named therein (the "Selling
Stockholder").

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
accuracy, completeness and authenticity of certificates of public officials and
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 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
------------------------------
Lance W. Bridges

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>dex231.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>
<PAGE>
                                                                    EXHIBIT 23.1


                       Consent of Independent Accountants

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
October 15, 2001

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