8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest
Event Reported): August 31, 2005

WJ COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Commission file number 000-31337

DELAWARE	94-1402710
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
401 River Oaks Parkway, San Jose, California	95134
(Address of principal executive offices)	(Zip Code)

(408) 577-6200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02Departure of Director or Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 31, 2005, WJ Communications, Inc. (“the Company”) issued a press release announcing the transition of its Chief Financial Officer position.  Ephraim Kwok has resigned from the Company to join a privately-held technology company and Rainer N. Growitz, the Company’s Vice President Finance and Secretary, was named interim Chief Financial Officer while the Company conducts a search for a replacement.  A description of Mr. Growitz’s background is contained in Item 10 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2005 which is incorporated by reference.  The material terms of his employment agreement with the Company dated January 31, 2000 are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2001 and a copy of the employment agreement was filed as Exhibit 10.6 to the Company’s Form S-1/A filed with the Securities and Exchange Commission on July 12, 2000, which are incorporated by reference.The press release is attached as Exhibit 99.1 to this Form 8-K and incorporated by reference.

Item 7.01Regulation FD Disclosure.

The Company’s press release announcing the events described in Item 5.02 of this Form 8-K attached as Exhibit 99.1 is incorporated by reference to this Item 7.01.

Item 9.01Financial Statements and Exhibits.

(c)Exhibits

99.1Press Release dated August 31, 2005 announcing the transition of the Company’s Chief Financial Officer position.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	WJ COMMUNICATIONS, INC.
	By:	/s/ DAVID R. PULVINO
		David R. Pulvino
		Principal Accounting Officer
Dated:  August 31, 2005

2

EXHIBIT INDEX

Exhibit Number	Description
99.1	Text of Press Release dated August 31, 2005.

3

EX-99.1

Exhibit 99.1

NEWS

For Release August 31, 2005 at 1:05 p.m. PST:

WJ Communications Announces Transition of Chief Financial Officer Position

August 31, 2005 - San Jose, CA - WJ Communications, Inc. (Nasdaq: WJCI), a leading designer and supplier of RF solutions for the wireless infrastructure and RFID reader markets, today announced that Ephraim Kwok, Senior Vice President and Chief Financial Officer, has resigned from the Company to join a privately-held technology company.  The Company has begun a search for his replacement and has named Rainer Growitz, Vice President of Finance and Board Secretary, as its interim Chief Financial Officer.

“We wish Ephraim the best of luck with his new opportunity,” said Bruce Diamond, WJ’s President and Chief Executive Officer.  “We are fortunate to have a number of experienced professionals on the WJ finance team which is led by the highly qualified Rainer Growitz, who has spent over 25 years at the Company.”

Mr. Growitz joined WJ Communications in 1978 and has held a variety of finance, contracts and managerial positions at the Company.  Mr. Growitz received a B.S. in Accounting from San Jose State University.

About WJ Communications

WJ Communications, Inc. is a leading provider of radio frequency (RF) solutions serving multiple markets targeting wireless communications, RF identification (RFID), broadband cable, and defense and homeland security. WJ addresses the RF challenges in these multiple markets with its highly reliable amplifiers, mixers, RF integrated circuits (RFICs), RFID reader modules, chipsets, and multi-chip (MCM) modules. For more information visit www.wj.com or call 408-577-6200.

This release may contain forward-looking statements about the Company’s future plans, expectations and objectives.  Words such as “may,” “will,” “expect,” “intend,” “anticipate,” “plan,” “believe,” “seek,” “could” and “estimate” and variations of these words and similar expressions are intended to identify forward-looking statements.  These forward-looking statements are not historical facts and are subject to risks and uncertainties that could cause the actual results to differ materially from those projected in these forward-looking statements including, but not limited to those risk factors described in the Company’s recent quarterly report on Form 10-Q and the “Risk Factors That May Affect Future Results” section of

401 River Oaks Parkway, San Jose, CA 95134  Phone:  800-WJ1-4401  Fax:  408-577-6621

the Company’s annual report on Form 10-K as well as the Company’s other filings with the Securities and Exchange Commission which are available on the SEC’s website at www.sec.gov.  Readers of this release are cautioned not to place undue reliance on forward-looking statements.  The Company undertakes no obligation to publicly update or revise the forward-looking statements contained herein to reflect changed events or circumstances after the date of this release.

# # #

WJ Communications:		The Blueshirt Group for WJ Communications
Rainer Growitz, Ph: 408-577-6200	or	Chris Danne, 415-217-7722 (Investor Relations)
rainer.growitz@wj.com		chris@blueshirtgroup.com
		Rakesh Mehta, 415-217-7722 (Investor Relations)
		rakesh@blueshirtgroup.com

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding WJ Communications, Inc.’s business which are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report or Form 10-K for the most recently ended fiscal year.