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.:

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     (4) Date Filed:




Return Address
PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD, NY  11717
                             WATKINS-JOHNSON COMPANY

Dear Fellow Shareholder:

As you have  been  previously  made  aware,  the  polls  have  been kept open on
Proposals  2 and 3 being  considered  at the Annual  Meeting of  Watkins-Johnson
Company until May 24, 1999.  Our current  records  indicate that we have not yet
received your vote.

For your  convenience  we have set up a system  you can use to cast your vote by
phone. Simply follow the toll-free telephone voting instructions listed below.

         THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 2 AND 3.

        NO MATTER HOW MANY OR FEW SHARES YOU OWN, YOUR VOTE IS IMPORTANT.
                               PLEASE VOTE TODAY!

                TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT
                     OF THE COMPANY ARE AVAILABLE TO ASSIST
                                   YOU NOW!!!

                                  INSTRUCTIONS

1.  Call Toll-Free  1-800-437-7699  between 8:00 a.m. and 12:00 midnight eastern
    time.

2.  Tell the operator that you wish to send a collect  ProxyGram to ID No. 3122,
    Watkins-Johnson Company.

3.  State your name, address and telephone number.

4.  State the bank or  broker at which  your  shares  are held and your  control
    number as shown below:

                           Name:              (NA.1)
                           Broker:            (Broker)
                           Control number:    (ControlNum)
                           Number of shares:  (NumShares)





                                      PROXY

                             WATKINS-JOHNSON COMPANY

                      ANNUAL MEETING OF SHAREHOLDERS PROXY

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The shareowner  designated on this ProxyGram  appoints Dean A. Watkins,  Gary M.
Cusumano and Robert L. Prestel as Proxies,  and each of them,  the  shareowner's
attorney and proxy, each with full power of substitution,  to vote as instructed
below on the proposals set forth  herein,  and at their  discretion on any other
matters that may properly come before the meeting, all shares of Watkins-Johnson
Company  Common  Stock  held as of March 10,  1999,  at the  Annual  Meeting  of
Shareowners of Watkins-Johnson  Company and at all adjournments or postponements
thereof. The reconvened session of such Annual Meeting, to vote on the proposals
set  forth  herein,  will be held at 11 a.m.  on May 24,  1999 at the  Company's
headquarters,   3333  Hillview  Avenue,   Stanford  Research  Park,  Palo  Alto,
California 94304. This proxy revokes all prior proxies given by the undersigned.

         This  proxy,  when  properly  executed,  will be  voted  in the  manner
directed  herein.  Where no vote is specified,  this proxy will be voted FOR all
proposals.

PROPOSAL 2.  ELIMINATION OF SHAREHOLDER SUPER-MAJORITY VOTING
             PROVISIONS

             (  ) FOR                    (  ) AGAINST               (  ) ABSTAIN

PROPOSAL 3.  ELIMINATION OF DIRECTOR SUPER-MAJORITY VOTING
             PROVISIONS

             (  ) FOR                    (  ) AGAINST               (  ) ABSTAIN

PROPOSAL 5.  In their  discretion  the Proxies are  authorized to vote upon such
             other  business  as may  properly  come  before the meeting and any
             adjournments  thereof,  including  among other things,  a motion to
             adjourn  the Annual  Meeting to another  time and place for,  among
             other things, the purpose of soliciting additional proxies.

             (  ) FOR                    (  ) AGAINST               (  ) ABSTAIN

Please  date this Proxy and give name to the  operator  exactly as your  name(s)
appears  hereon.  When signing as attorney,  executor,  administrator,  trustee,
guardian  or  other  representative,   give  your  full  title  as  such.  If  a
corporation,  sign the full  corporate  name by an authorized  officer,  stating
his/her title. If a partnership, sign in partnership name by authorized person.