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. __)

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[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)

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Information Contact:

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

FOR IMMEDIATE RELEASE



                        WATKINS-JOHNSON DECLARES DIVIDEND

PALO ALTO,  CALIF.,  May 24,  1999.  Watkins-Johnson  Company  (NYSE:WJ),  today
announced its one hundred second consecutive quarterly cash dividend.

The  company's  Board of  Directors  declared a dividend  of 12 cents per share,
payable on June 24, 1999, on all shares of record as of the close of business on
June 10, 1999.

Watkins-Johnson Company, headquartered in Palo Alto, California,  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.

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