Sec Form 4 Filing - CARANO BANDEL L @ WIRELESS FACILITIES INC - 2004-01-02

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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 CARANO BANDEL L 2. Issuer Name and Ticker or Trading Symbol WIRELESS FACILITIES INC [ WFII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O OAK INVESTMENT PARTNERS, ONE GORHAM ISLAND 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2004 (Street) WESTPORT, CT06880 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Director Option (Right to Buy) $ 14.86 01/02/2004 A 20,000 01/02/2004( 1 ) 01/02/2014 Common Stock 20,000 ( 2 ) 20,000 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CARANO BANDEL L C/O OAK INVESTMENT PARTNERS ONE GORHAM ISLAND WESTPORT, CT06880 X X OAK INVESTMENT PARTNERS VI LP ONE GORHAM ISLAND WESTPORT, CT06880 X OAK VI AFFILIATES FUND LP ONE GORHAM ISLAND WESTPORT, CT06880 X OAK INVESTMENT PARTNERS IX L P ONE GORHAM ISLAND WESTPORT, CT06880 X OAK IX AFFILIATES FUND LP ONE GORHAM ISLAND WESTPORT, CT06880 X OAK IX AFFILIATES FUND A LP ONE GORHAM ISLAND WESTPORT, CT06880 X OAK INVESTMENT PARTNERS X LTD PARTNERSHIP ONE GORHAM ISLAND WESTPORT, CT06880 X OAK X AFFILIATES FUND LP ONE GORHAM ISLAND WESTPORT, CT06880 X Signatures Bandel L. Carano 02/14/2005 Signature of Reporting Person Date Bandel L. Carano, Managing Member of Oak Associates VI, L.L.C., the General Partner of Oak Investment Partners VI, Limited Partnership 02/14/2005 Signature of Reporting Person Date Bandel L. Carano, Managing Member of Oak VI Affiliates, L.L.C., the General Partner of Oak VI Affiliates Fund, Limited Partnership 02/14/2005 Signature of Reporting Person Date Bandel L. Carano, Managing Member of Oak Associates IX, L.L.C., the General Partner of Oak Investment Partners IX, Limited Partnership 02/14/2005 Signature of Reporting Person Date Bandel L. Carano, Managing Member of Oak IX Affiliates, L.L.C., the General Partner of Oak IX Affiliates Fund, Limited Partnership 02/14/2005 Signature of Reporting Person Date Bandel L. Carano, Managing Member of Oak IX Affiliates, L.L.C., the General Partner of Oak IX Affiliates Fund - A, Limited Partnership 02/14/2005 Signature of Reporting Person Date Bandel L. Carano, Managing Member of Oak Associates X, L.L.C., the General Partner of Oak Investment Partners X, Limited Partnership 02/14/2005 Signature of Reporting Person Date Bandel L. Carano, Managing Member of Oak X Affiliates, L.L.C., the General Partner of Oak X Affiliates Fund, Limited Partnership 02/14/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Director Option became exercisable as to 417 shares on January 2, 2004 and the remainder becomes exercisable in equal monthly installments thereafter until the 48-month anniversary thereof. ( 2 )Not applicable ( 3 )Includes Director Option to purchase 19,684 shares of Common Stock, which is held by Bandel L. Carano on behalf of Oak Investment Partners X, Limited Partnership ("Oak X, L.P.") and Director Option to purchase 316 shares of Common Stock, which is held by Mr. Carano on behalf of Oak X Affiliates Fund, Limited Partnership ("Oak X Affiliates, L.P."). Mr. Carano is a Managing Member of Oak Associates X, L.L.C., the General Partner of Oak X, L.P. and a Managing Member of Oak X Affiliates, L.L.C., the General Partner of Oak X Affiliates, L.P.

Remarks: Remarks:On March 8, 2004, Oak Investment Partners VI, LP, ("Oak VI, L.P."), Oak VI Affiliates Fund, Limited Partnership ("Oak VI Affiliates, L.P."), Oak Investment Partners IX, Limited Partnership, ("Oak IX, L.P."), Oak IX Affiliates Fund, Limited Partnership ("Oak IX Affiliates, L.P."), Oak IX Affiliates Fund-A, Limited Partnership ("Oak IX Affiliates-A, L.P."), Oak X, L.P. and Oak X Affiliates, L.P. ceased to be reporting persons because they were no longer subject to Section 16, as they were no longer 10% owners.

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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