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                             Watkins-Johnson Company
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For Further Information:
    Media:                Judy Brennan     (Sard Verbinnen & Co)   212-687-8080

    Investor Contact:     Frank E. Emery   (Watkins-Johnson)       650-813-2752

For immediate release

                            WATKINS-JOHNSON ANNOUNCES
                      OUTCOME OF ANNUAL SHAREOWNER MEETING

Directors Re-elected; Auditors Ratified; Polls Remain Open Until May 24, 1999 on
         Two Proposals to Eliminate Super-majority Voting Requirements

PALO  ALTO,  Calif.  April  30,  1999  --  Watkins-Johnson  (NYSE:  WJ),  a high
technology  company in  wireless  communications  and  semiconductor  equipment,
announced the outcome of its Annual Meeting of Shareowners held yesterday.

Shareowners  re-elected all current directors and approved Deloitte & Touche LLP
continuing to serve as the company's  independent  auditors.  However, the total
vote  submitted on two  proposals to amend the  company's  charter and bylaws to
abolish  super-majority  voting  requirements for shareowners (80% approval) and
directors (75% approval) have so far fallen short of the required approval level
of  80%  of  the   outstanding   shares.   The  proposals   would  reduce  to  a
simple-majority  the vote  required to approve  important  corporate  decisions,
including merging or selling the company.

As a result,  the company  will keep the polls open until 11:00 a.m.  California
time on  Monday,  May 24,  1999,  at the  company's  headquarters  in Palo Alto,
California,  in  order  to give  shareowners  additional  time to vote on  these
proposals.  In each case,  the  overwhelming  majority of the shares  voted were
voted in favor of each proposal.  However,  the votes fell short of the required
80% of the  shares  outstanding.  In the  case  of  the  proposal  to  eliminate
super-majority  shareowner  voting,  approximately 72% of the outstanding shares
have so far  voted  in  favor,  and in the  case of the  proposal  to  eliminate

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Watkins-Johnson Company, page 2

super-majority director voting, approximately 63% of the outstanding shares have
so far voted in favor. Both of these proposals were non-discretionary  items for
the purposes of brokers  voting the shares of their clients,  and  approximately
25% of the outstanding shares have not yet voted on either proposal.

The company noted that its Board of Directors has  unanimously  recommended  the
elimination of these super-majority  voting requirements in order to enhance the
company's ability to pursue possible transactions which its Board and a majority
of shareowners  support.  On March 1, 1999, the company announced that its Board
of  Directors  decided to pursue the sale of the  company in its  entirety or as
separate businesses.

         Watkins-Johnson Co. 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 APCVD systems for high-volume
integrated-circuit manufacturing.



         This news release,  other than the  historical  financial  information,
consists of  forward-looking  statements  that involve risks and  uncertainties,
including the outcome of the shareowner vote on the two still-pending  proposals
referred to in this press release,  the risks of consummation of the sale of the
company or its component  businesses,  and the other risks detailed from time to
time 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.

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