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  Prepared Remarks for Watkins-Johnson Company Earnings Release Conference Call
               April 13, 1999 at 8:30 a.m. Pacific Daylight Time.

The call is hosted by Frank E. Emery,  Vice President of Corporate  Planning and
Communications, Watkins-Johnson Company.

Qualitative  remarks on the company status by W. Keith Kennedy,  Jr.,  President
and CEO, Watkins-Johnson Company.

FRANK:

1.       INTRO

GOOD MORNING,  welcome to our first quarter  conference  call.  I'm Frank Emery,
Vice President of Corporate Planning and  Communications at Watkins-Johnson  and
host for the conference call this morning.

I hope you have all gotten the press release with the financial  statistics  for
the 1999 first  quarter.  It is  distributed  on First Call and available on the
Business Wire site on the World Wide Web. If you haven't  gotten it, please call
my assistant, Janet Plansky for a copy. Her number is 650-813-2204.

With me is our President & CEO, Keith Kennedy, who will be addressing the status
and  outlook  for the company  going  forward.  Following  the  discussion,  our
Conference  Call  coordinator  will remind us how to key in for the question and
answer period.

The matters we will be  discussing  today,  other than  historical  information,
consist of forward-looking  statements, and as such are subject to the risks and
uncertainties  that we  discuss  in detail in the  reports  filed  with the SEC,
including  our Form 10-K for  December  31, 1998 that we filed at the end of the
year. Actual results may vary.


                                       1


2. First Quarter Orders,  Backlog and Summary of Financials 

First let's discuss the orders and backlog.

Our first quarter  orders are very good at $ 84 million or about 47% higher than
the $57 million of the fourth  quarter  and the  coincidentally  comparable  $57
million of a year ago.
:
     Segment           1st `99           4th `98                  1st `98

Wireless--              $41M        3% higher than $40M     17% higher than $35M
continued strong
SEG--                   $43M      153% higher than $17M     95% higher than $22M
exhibit recovery

The  wireless  orders were strong for both the Wireless  Products  Group of Palo
Alto and the  Telecommunications  Group of Gaithersburg.  WPG orders were $24 M,
over our planned  expectations  of late last year. TG orders of $17 M included a
large order from Wright Patterson Air Force Base.

We ended the first quarter with a $98 million  backlog.  This is 24% higher than
the 1998 year-end backlog of $79M. The first quarter backlog is about 20% higher
than the $82M of a year ago.

The current backlog split by market segment is approximately:

                             1st Qtr 1999                             Year-end
                                                                        1998

Wireless Operations:             $73M                9% higher          $67M
SEG:                             $25M               108% higher         $12M

Looking at the Wireless Segment backlog by group,  both enter the second quarter
with a strong backlog. Each group has a greater backlog than they had at the end
of the year.


                                       2



The Wireless Products Group received the following major orders:

$4  million  for PCS  subassemblies  such as the CDMA and  TDMA  converters  for
Lucent.
$1.5 million for the higher frequency WLL and point-to-multipoint assemblies.
$3.6 million from Nortel for the fiber optic system DROs.
$2.8 million from a number of sources for GaAs products.

The  Telecommunications  Group  orders this quarter were nearly all for domestic
systems,  including the $7M order from Wright  Patterson Air Force Base for this
year's portion of an ongoing domestic surveillance system.

Now turning to SEG.

The SEG  book-to-bill for the quarter was 1.4 to 1; the $43 million in orders is
the largest order quarter since the second quarter 1997.

Even with these  order rates and the  doubling  of backlog,  SEG stays below our
long-term goal of a 5-month  backlog...  Much of our quarterly planned shipments
will come from the spares,  service and training  business  that we get and ship
monthly. This business is coming back to the $3M to $4M a month rate.

Major SEG orders for the quarter breakdown geographically as follows:

               41%                       for Korean systems
               -------------------------
               10%                       from other Asia-Pacific Countries,
               -------------------------
               2%                        from Japan
               -------------------------
               21%                       from the US,
               -------------------------
               2%                        from Europe
               -------------------------
               24%                       for upgrades, spares and support.
               -------------------------



                                       3



         A total of 17 new or  refurbished  systems and 7 major system  upgrades
         were ordered.  Seven of the new system orders were for the WJ-1500, our
         newest product.

Our sales people are optimistic that these first quarter results are not unique.
The customer  activity we are experiencing  gives rise to cautious optimism that
SEG will exceed our sales goals of $100M to $110M. Given where we have sized the
operation, it should continue to be profitable.

Now I would like to highlight just a few of the financial  release figures.  The
basic data is included in the release.  Please  realize that my remarks refer to
the company as it is currently organized.

Wireless  sales of  $34.7M is 116% of the  comparable  $30M of last year and 11%
below the $39M,  which was really a record,  of the fourth quarter 1998. In this
segment,  Wireless  Product  Group sales were $23.5M,  186% of last year's first
quarter. The Telecommunications  Group sales were $11.1M, a drop of 35% from the
first quarter 1998. Their major drop was in the third quarter of 1998, and since
then each quarter has seen growth.

As we indicated on the earnings press  release,  first quarter SEG revenues were
about $30.5 million, 47% of the company total.

We were able to return to a healthy  gross profit  margin and the G&A portion of
sales of 15.7% is the lowest in several years.  These  improvements  are showing
the effects of our cost  reduction  efforts of 1998 and the higher  sales volume
during the quarter.

R&D was $9.1 million,  this quarter,  14% of first quarter sales.  It looks like
the full company can expect R&D to run about this rate the rest of the year.  We
expect R&D expenditures for the full year to be about 15% of sales.


                                       4


The tax  rate of 28%  (which  is  below  the  statutory  rate)  is  based on our
estimates of favorable  credits from our export sales.  Since most of the export
sales come from the  Semiconductor  Equipment  Group, we can expect that rate to
move back closer to the  statutory  rate as we become  strictly as a  "Wireless"
Company.

Looking at the Balance Sheet Items:

Cash and investments: $55M this quarter, about $8.45 per share

                                        Q1                         1998 Year-end

f) STOCKHOLDERS EQUITY:                 134M                           132M
or the book value per share     $20.44/Share                   $20.11/Share
                              a 2% increase/decrease over the year-end

Other items:

o    Capital  expenditures for the quarter were $2M. Although the capital budget
     for the year is $12M, we expect to hold it below plan.
o    Depreciation was $2.4M for the quarter.  Planned  depreciation for the year
     should be about $11M.


Let me now turn the call over to Keith for some  qualitative  remarks  about our
prospects.


                                       5


3.  Qualitative Discussion of Company

KEITH:

Thanks Frank.

On March 1, 1999, this year, we announced a milestone decision.  On that day, we
announced our decision to pursue the sale of Watkins-Johnson.

This was not an easy decision - as I'm sure you can imagine. Watkins-Johnson has
been  in  business  for  41  years  with a  wonderfully  dedicated  and  skilled
workforce.  We are proud of our history of  excellent  products  and services in
sophisticated, technical industries.

After exploring every alternative with our financial advisors,  CIBC Oppenheimer
Corporation,  the Board  became  convinced  that the sale of the  company in its
entirety or as separate businesses is the right direction,  and we have embarked
upon that  process.  We  recognize  that only  selling  certain  segments of the
businesses may not maximize shareowner value.

I'm pleased to report to you our progress in implementing this strategy:

o    We  sold  our   Semiconductor   Equipment   Group's   high-density   plasma
     chemical-vapor-deposition   intellectual  property  assets  and  associated
     hardware  to  Applied  Materials,  which  will  result in a  second-quarter
     pre-tax gain of $9 million.

o    We entered  into a  non-binding  letter-of-intent  with the Silicon  Valley
     Group regarding the sale of the Semiconductor  Equipment Group, giving them
     a period of exclusivity.  We will keep you appraised of material changes in
     this situation in the future.

o    The  activity  to seek  potential  buyers for the  Wireless  Segment is now
     underway. As I discuss the first quarter results, I believe the strength of
     some of the our Wireless activities will become apparent.


                                       6


Currently we are working on two separate real estate transactions:

o    The marketing of the balance of our property in San Jose, an  approximately
     190  thousand  square  foot vacant  building on nearly 14 acres,  is moving
     forward.  This  complements the sale we announced in the first quarter last
     year of 15 acres of the adjacent  undeveloped  land,  which  generated  $10
     million (after-tax).

o    Secondly,  the Palo Alto facility is held under two  long-term  leases from
     Stanford  University in the Stanford Industrial Research Park. One of these
     leases  was  obtained  in 1957 for 99  years,  and the other in 1974 for 55
     years.  They could be redeveloped and leased at much higher rates today. An
     example of this  possibility  is the  property  we  returned to Stanford in
     December  1997; the building they  redeveloped  for TIBCO looks like it has
     roughly  twice the square  footage that WJ had. The process on the two Palo
     Alto leases is just  starting and it is difficult at present to project the
     timing.

Now let me turn to the results of our first quarter.  Fortunately, each Group is
now profitable with a growing backlog.

The  Wireless  Products  Group,  headquartered  in Palo Alto and directed by Mal
Caraballo, has doubled its sales every year for the past three. And, they became
profitable last year. We expect 30% to 50% growth with  profitability  from them
in 1999.  The first quarter sales of nearly $24 million and with roughly a 1 to1
book-to-bill show them on track.  Their operating profit margin this quarter was
over our target of 5%.

We are proud of their ability to serve their  customers  well. Last November for
the second  year  running,  they  received a major  supplier  award from  Lucent
Technologies.  In 1998 they were one of two Lucent's WOW vendors,  their highest
vendor award.  This year they are  successfully  broadening the customer base as
they capture new orders. Right now, competitive  considerations  prevent me from
disclosing more about these new customers.


                                       7


I am pleased  to report  that the  Telecommunications  Group,  headquartered  in
Gaithersburg and directed by Bob Hiller, has stabilized its business after their
venture into the commercial  communications  market with the Base2 system, which
we withdrew  from the market last fall.  They are now operating  profitably  and
have solid  prospects of continuing to grow on a quarterly  basis after reaching
the  bottom of their  decline  in the  third-quarter  1998.  Their  sales of $11
million for the first quarter were at the target  operating  profit.  TG's first
quarter  orders of $17 million were their best since the first  quarter of 1997,
two years ago.

The Semiconductor  Equipment Group,  headquartered in Scotts Valley and directed
by Pat Brady, is also off to a good start for 1999. Their first quarter sales of
$30 million were above our earlier  expectations  and they have  returned to the
profit column.  In fact the quarterly  operating profit of $1.1 million is their
best in  over  two  years.  First  quarter  bookings  were  very  strong  with a
book-to-bill  ratio of 1.4 to 1. The new  WJ-1500  aimed at 0.15 to  0.18-micron
geometry  integrated  circuits  is being  accepted  by  several  customers.  All
customers  continue to talk strongly with our sales force about  purchases,  and
right now we expect the Group to beat the  expectations we announced  earlier of
profitable sales between $100 to $110 million for the year.

Turning back to the activity for seeking buyers, we plan to keep you informed of
other agreements relating to the sale of the company, as appropriate. Of course,
we  cannot  guarantee  you  that we  will be  successful  in  implementing  this
strategy.

Let me turn the call over to our Conference  Call  coordinator  for the question
and answer period.


                                       8