SCHEDULE 14A

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

[ ]  Check the appropriate box:
[ ]  Preliminary Proxy Statement
[ ]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[X]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

[ ]  Confidential,  for  Use  of the  Commission  Only  (as  permitted  by  Rule
     14a-6(e)(2))


                             Watkins-Johnson Company
                ------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


    ------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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(2)  Aggregate number of securities to which transaction applies:

(3)  Per unit price or other underlying value of transaction  computed  pursuant
     to Exchange  Act Rule 0-11 (Set forth the amount on which the filing fee is
     calculated and state how it was determined):

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[ ]  Fee paid previously with preliminary materials.


[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
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previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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Information Contact:
      Frank E. Emery          (Watkins-Johnson)                   650-813-2752
      Judy Brennan            (Sard Verbinnen & Co)               212-687-8080

FOR IMMEDIATE RELEASE


                        WATKINS-JOHNSON DECLARES DIVIDEND

Palo Alto, Calif.,  February 22, 1999.  Watkins-Johnson  Company (NYSE:WJ) today
announced its one hundred first consecutive quarterly cash dividend.

The  company's  board of  directors  declared a dividend  of 12 cents per share,
payable on March 25,  1999,  on all shares of record as of the close of business
on March 11, 1999.

Watkins-Johnson Company, headquartered in Palo Alto, California,  specializes in
two high-technology business areas. WJ's  wireless-communications  units produce
radio-frequency  components,  subassemblies and receiver equipment for fixed and
mobile networks worldwide.  The company's Semiconductor Equipment Group produces
atmospheric-pressure    dielectric    chemical-vapor-deposition    systems   for
high-volume integrated-circuit manufacturing.


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                   CERTAIN INFORMATION CONCERNING PARTICIPANTS

The following individuals, all of whom are directors of Watkins-Johnson Company,
may  be  deemed  participants  in the  solicitation  of  proxies  on  behalf  of
Watkins-Johnson's Board of Directors:  Dean A. Watkins (Chairman of the Board of
Directors of Watkins-Johnson); H. Richard Johnson (Vice Chairman of the Board of
Directors  of  Watkins-Johnson);  W. Keith  Kennedy,  Jr.  (President  and Chief
Executive Officer of Watkins-Johnson);  John J. Hartmann (Financial Consultant);
Raymond F. O'Brien  (Business  Consultant);  William R. Graham  (Chairman of the
Board  and  President,  National  Security  Research,  Inc.);  Gary M.  Cusumano
(President,  The  Newhall  Land and  Farming  Company);  and  Robert L.  Prestel
(Business and Management Consultant).

Dr.  Watkins  is the  beneficial  owner of 258,020  shares of  Watkins-Johnson's
Common Stock  individually and through the Watkins Trust (including 9,000 shares
subject to stock options  exercisable  within 60 days of December 31, 1998). Dr.
Johnson is the beneficial  owner of 39,259 shares of Common Stock,  individually
and through the Johnson  Family Trust  (including  9,000 shares subject to stock
options  exercisable  within 60 days of December 31, 1998).  Dr.  Kennedy is the
beneficial  owner of 353,091 shares  (including  282,200 shares subject to stock
options  exercisable  within 60 days of December 31, 1998).  Mr. Hartmann is the
direct  beneficial  owner of 20,120 shares  (including  19,520 shares subject to
stock options  exercisable  within 60 days of December 31, 1998). Mr. O'Brien is
the direct beneficial owner of 22,420 shares (including 16,420 shares subject to
stock options  exercisable  within 60 days of December 31, 1998).  Dr. Graham is
the  beneficial  owner of 26,950  shares,  individually  and  through his spouse
(including 26,650 shares subject to stock options  exercisable within 60 days of
December 31, 1998). Mr. Cusumano is the direct beneficial owner of 12,993 shares
(including 12,493 shares subject to stock options  exercisable within 60 days of
December 31, 1998). Mr. Prestel is the direct  beneficial owner of 12,793 shares
(including 12,493 shares subject to stock options  exercisable within 60 days of
December 31, 1998). The foregoing share ownership numbers are as of December 31,
1998.

Dr.  Kennedy is a party to an employment  agreement with  Watkins-Johnson  which
provides for employment until March 2001. The employment agreement provides for,
among other things,  certain  payments and the  continuation of certain benefits
upon a "change in control" of Watkins-Johnson as defined in such agreement.

Drs. Watkins and Johnson are parties to consulting  agreements with the Company.
Under the agreements,  Drs.  Watkins and Johnson receive annual fees of $265,000
and  $125,000,  respectively,  in  addition  to their  regular  directors'  fees
described below.

Each Watkins-Johnson  nonemployee director receives an annual fee of $21,600 and
a fee of $300 for attending  each meeting of the Board of Directors or Committee
of the Board of Directors.

Each  nonemployee  director also  participates in  Watkins-Johnson's  1989 Stock
Option Plan for Nonemployee  Directors (the "Nonemployee  Directors Plan").  The
Nonemployee  Directors Plan provides for each nonemployee  director to receive a
stock option to purchase 3,000 shares of Common Stock annually. In addition, the
Nonemployee  Directors Plan provides that new directors  will,  upon election by
the shareowners,  receive an automatic,  one-time option grant to purchase 3,000
shares of Common Stock.

Watkins-Johnson's directors' retirement plan provides that each director who has
completed at least five years of active service as a director,  upon  retirement
from the Board,  will receive  one-half of his or her  quarterly fee as director
for a period of years  not to  exceed  one-half  of the  years of  service  as a
director after April 8, 1995.

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