SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

           PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (AMENDMENT NO. __)

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

Check the appropriate box:                 
[ ]  Preliminary Proxy Statement           [ ]  Confidential, for Use of the   
[ ]  Definitive Proxy Statement                 Commission Only (as permitted by
[X]  Definitive Additional Materials            Rule 14a-6(e)(2))               
[ ]  Soliciting Material Pursuant to       
     Rule 14a-11(c) or Rule 14a-12       


                            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 transactions applies:

(2)     Aggregate number of securities to which transactions 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:

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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  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:

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(4)     Date filed:




                      [Watkins-Johnson Company Letterhead]

                                   May 3, 1999


Dear Shareowner:

As you  are  aware  the  Annual  Meeting  of  Shareholders  for  Watkins-Johnson
Corporation was held on Thursday, April 29, 1999.

Among  the  matters  that were to be voted  upon at the  Annual  Meeting  were a
proposal  (Proposal  # 2) to approve  amendments  to the  Company's  Articles of
Incorporation  and Bylaws to eliminate their  super-majority  shareowner  voting
requirements and a separate proposal (Proposal # 3) to approve amendments to the
Company's Bylaws to eliminate the super-majority  director voting  requirements.
Each of these two proposals  requires 80% of the outstanding  shares vote FOR to
become  effective.  Due  to  this  high  voting  threshold  and  to  afford  all
shareowners  the  opportunity  to vote,  the polls on these two  proposals  will
remain open until May 24, 1999.

If you have already  returned your proxy and have vote FOR Proposals #2 and 3 we
thank you for your support. If you have previously voted AGAINST or have not yet
voted on these two important proposals,  please save the company further expense
by taking the time to vote the enclosed  duplicate proxy FOR Proposals #2 and 3.
The polls for proposals #1 and #4 are closed.

Included  on the back of this  letter is the  important  additional  information
concerning a commitment  the Board has made to all  shareholders  regarding  the
super-majority  director voting requirement of the Bylaws which was forwarded to
you in late April.  For ease of obtaining  full  information  about the meeting,
please  refer to the  Annual  Meeting  section of the  Watkins-Johnson  website:
http://www.wj.com.

We urge all  shareowners,  regardless of how many or few shares you own, to vote
FOR Proposals # 2 and 3. Please mark,  sign and date the enclosed proxy card and
mail it today.  Your  prompt  action  will help the  Company  avoid any  further
expense relating to this matter.

Please  contact  Larry  Dennedy  of  MacKenzie  Partners  (the  Company's  proxy
solicitor) at 212-929-5500  (call collect) or toll-free at  800-322-2885  should
you have any questions or require assistance in voting your shares.


                                                  Sincerely yours,


                                                  /s/ Dean A. Watkins
                                                  Dean A. Watkins


                                                  /s/ H. Richard Johnson
                                                  H. Richard Johnson


                                                  /s/ W. Keith Kennedy, Jr.
                                                  W. Keith Kennedy, Jr.