Sec Form 5 Filing - BOLD ROCHELLE R @ WIRELESS FACILITIES INC - 2005-12-30

FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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1. Name and Address of Reporting Person BOLD ROCHELLE R 2. Issuer Name and Ticker or Trading Symbol WIRELESS FACILITIES INC [ WFII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) 4810 EASTGATE MALL 3. Date of Earliest Transaction (MM/DD/YY) 12/30/2005 (Street) SAN DIEGO, CA92121 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Options (right-to-buy) $ 12.8 12/30/2005 D 31,248 ( 1 ) ( 1 ) Common Stock 31,248 $ 0 293,752 D Employee Stock Options (right-to-buy) $ 6.19 12/30/2005 A 31,248 12/30/2005( 2 ) 11/17/2013( 2 ) Common Stock 31,248 $ 0 325,000 D Employee Stock Options (right-to-buy) $ 12.8 12/30/2005 D 98,752 ( 1 ) ( 1 ) Common Stock 98,752 $ 0 226,248 D Employee Stock Options (right-to-buy) $ 6.19 12/30/2005 A 98,752 12/30/2005( 2 ) 11/17/2013( 2 ) Common Stock 98,752 $ 0 325,000 D Employee Stock Option (right-to-buy) $ 11.05 12/30/2005 D 25,000 ( 1 ) ( 1 ) Common Stock 25,000 $ 0 300,000 D Employee Stock Options (right-to-buy) $ 6.19 12/30/2005 A 25,000 12/30/2005( 2 ) 04/08/2014( 2 ) Common Stock 25,000 $ 0 325,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BOLD ROCHELLE R 4810 EASTGATE MALL SAN DIEGO, CA92121 Senior Vice President Signatures Rochelle R. Bold, by Matthew G. Colvin, Attorney-In-Fact 02/13/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Employee Stock Option grant cancelled as part of a re-pricing of all outstanding employee stock options originally granted by the issuer at exercise prices higher than 120% of the closing market price of issuer's common stock on December 29, 2005, effective December 30, 2005. ( 2 )Employee Stock Option granted on December 30, 2005 as part of a re-pricing of all outstanding employee stock options originally granted at prices higher than 120% of issuer's closing market price on December 29, 2005. The vesting of the stock option grant corresponds to that of the original cancelled grant, which was granted on November 17, 2003 and became fully vested on May 18, 2005 as part of an acceleration of vesting by issuer of all outstanding employee stock option grants at exercise prices higher than $10/share.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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