SCHEDULE 14A

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
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                              Exchange Act of 1934

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


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May 20, 1999


Dear Watkins-Johnson Shareowner:

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 records  indicate that you have previously voted
against or abstain on either  one or both of these  Proposals.  We  respectfully
request you reconsider your vote.

The polls for Proposals 1 and 4 are closed.

         The Board of Directors recommends a vote FOR Proposals 2 and 3.

Should you decide to change your vote,  we've  enclosed for your  convenience  a
proxy card and  U.S.P.S.  Express  Mail  return  envelope.  Additionally,  we've
enclosed a faxable  copy of the proxy card which you can use in lieu of mailing.
Our fax number is  212-929-0061.  Please send any faxes to the  attention of Bob
Marese.

Should you have questions or require  assistance  voting your shares contact Bob
Marese of MacKenzie Partners at 800-322-2885. MacKenzie Partners, Inc. is acting
as proxy solicitor for the Company in connection to the Annual Meeting.

Thank you,

MacKenzie Partners, Inc.