SCHEDULE 14A

                     INFORMATION REQUIRED IN PROXY STATEMENT

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

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[ ]  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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For Further Information:

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


FOR RELEASE AT 8:00 a.m. EASTERN TIME JANUARY 29, 1999


               WATKINS-JOHNSON WILL OPPOSE THREE BOARD NOMINEES BY
                      2.5% INVESTOR AT 1999 ANNUAL MEETING


PALO ALTO, CA, January 29, 1999 - Watkins-Johnson  Company (NYSE: WJ) said today
that it has been  notified by Sandera  Partners L.P. that it intends to nominate
three  directors for election to the  Watkins-Johnson  Board of Directors at the
1999 Annual Meeting of Shareholders.  Sandera Partners is a Texas-based  private
investment firm that stated it owns 2.5% of Watkins-Johnson common stock.

           Watkins-Johnson said it previously rejected Sandera's request for two
Board  seats.  The  Company  will  solicit  proxies  against  the three  Sandera
nominees,  two of whom are executives of Sandera,  and the third an executive of
an   investment   management   and   acquisition   firm  at  the  same  address.
Watkins-Johnson has concluded that Board  representation is not warranted by the
size of Sandera's investment in the Company.

           The Board of Directors of Watkins-Johnson  consists of eight members.
Directors  of  Watkins-Johnson,   a  California  corporation,   are  elected  by
cumulative voting.

           Watkins-Johnson  Company specializes in two high-technology  business
areas.  The  Company's  wireless-communications  units  produce  radio-frequency
components, subassemblies and equipment for fixed and mobile networks worldwide.
The  Semiconductor  Equipment  Group  produces  APCVD  systems  for  high-volume
integrated-circuit manufacturing. Sales in 1998 were $212 million.

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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. Hartman (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. Hartman 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).  Mr.  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.

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         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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