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
   [X] Definitive Additional Materials
   [ ] 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)

Payment of Filing Fee (Check the appropriate box):
   [X] No fee required.

   [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

   (1) Title of each class of securities to which transaction applies:

   (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):

   (4) Proposed maximum aggregate value of transaction:

   (5) Total fee paid:

   [ ] Fee paid previously with preliminary materials.


   [ ] Check  box if any part  of the fee is offset as provided by Exchange  Act
Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

   (1) Amount Previously Paid:

   (2) Form, Schedule or Registration Statement No.:

   (3) Filing Party:

   (4) Date Filed:




For Further Information:

   Media:                George Sard/      (Sard Verbinnen & Co)    212-687-8080
                         Judy Brennan
   Investor Contact:     Frank Emery       (Watkins-Johnson)        650-813-2752

For release after 2 p.m., Pacific Standard Time, March 31, 1999

            WATKINS-JOHNSON SELLS HIGH-DENSITY PLASMA CHEMICAL VAPOR
            DEPOSITION INTELLECTUAL PROPERTY AND ASSOCIATED HARDWARE
                              TO APPLIED MATERIALS

PALO ALTO,  Calif.,  March 31, 1999 - WJ Semiconductor  Equipment Group, Inc., a
wholly owned subsidiary of  Watkins-Johnson  Company (NYSE: WJ), announced today
that  it has  completed  the  sale of its  high-density  plasma  chemical  vapor
deposition (HDPCVD)  intellectual  property assets plus associated inventory and
hardware to Applied Materials,  Inc. (NASDAQ:  AMAT). This sale will result in a
second-quarter pre-tax gain of $9 million.

"This  transaction  underscores our commitment,  announced on March 1, to pursue
the sale of the company in its  entirety or as separate  businesses  to maximize
value for our shareowners," said W. Keith Kennedy, president and chief executive
officer of Watkins-Johnson  Company.  Kennedy also noted that earlier this month
WJ announced a  non-binding  letter of intent  regarding the sale of most of its
Semiconductor  Equipment Group (SEG) to Silicon Valley Group (NASDAQ: SVGI). The
HDPCVD  assets,  a part of SEG, had been  excluded from that letter of intent in
order to permit WJ to pursue the sale of these assets separately.

Applied  Materials,  Inc. is a Fortune 500 global growth company and the world's
largest  supplier  of wafer  fabrication  systems  and  services  to the  global
semiconductor industry. Applied Materials' web site is www.appliedmaterials.com.

Watkins-Johnson Company specializes in two high-technology  business areas. WJ's
wireless-communications units produce radio-frequency components,  subassemblies
and  equipment  for  fixed  and  mobile   networks   worldwide.   The  company's
Semiconductor  Equipment  Group  produces  atmospheric  pressure  chemical vapor
deposition systems for high-volume  integrated-circuit  manufacturing.  For more
information, visit http://www.wj.com.



Forward-looking Statements

This  news   release,   other   than  the   historical   information,   contains
forward-looking  statements that involve risks and uncertainties,  which include
the  risks  of  consummation  of the  sale  of  the  company  or  its  component
businesses,  the  assurance of executing  and closing a definitive  agreement to
sell SEG's APCVD  business,  and the other risks  detailed in the  company's SEC
reports, including the report on Form 10-K for the year ended December 31, 1998.
Actual results may vary materially.

                                      # # #