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                             Watkins-Johnson Company
           ----------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)


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For Further Information:

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

For immediate release--


                WATKINS-JOHNSON ANNOUNCES POLLS TO REMAIN OPEN ON
            PROPOSALS TO ABOLISH SUPER-MAJORITY VOTING REQUIREMENTS


PALO ALTO, Calif. May 24, 1999 -- Watkins-Johnson  (NYSE: WJ), a high technology
company in wireless communications and semiconductor  equipment,  announced that
it will keep polls open until  11:00 a.m.  California  time on Friday,  June 11,
1999  for  shareowners  to  vote  on two  proposals  to  abolish  super-majority
shareholder  and director voting  requirements.  The proposals would reduce to a
simple  majority the vote  required to approve  important  corporate  decisions,
including merging or selling the company.

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 approval level
of 80% of the  shares  outstanding.  In the case of the  proposal  to  eliminate
super-majority  shareowner  voting,  approximately 76% of the outstanding shares
voted have so far voted in favor,  and in the case of the  proposal to eliminate
super-majority  director  voting,  approximately  67% of the outstanding  shares
voted 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  20% 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.


                                    - more -


Watkins-Johnson Company, page 2


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  atmospheric  pressure  chemical vapor
deposition  systems  for  high-volume  integrated-circuit   manufacturing.   For
additional information please see http://www.wj.com.


Forward-looking Statements
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, quarterly fluctuations in results, the timely availability
of new products,  the impact of competitive  products and pricing, 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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