8-K

 
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 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) November 6, 1998


                             WHITTAKER CORPORATION
            (Exact Name of Registrant as Specified in Its Charter)



                                   DELAWARE
                (State or Other Jurisdiction of Incorporation)


         0-20609                                         95-4033076
(Commission File Number)                   (I.R.S. Employer Identification No.)


                1955 N. Surveyor Avenue, Simi Valley, CA 93063
                   (Address of Principal Executive Offices)


                                (805) 526-5700
             (Registrant's Telephone Number, Including Area Code)

 
Item 2.  Acquisition or Disposition of Assets

       The Registrant announced that it has entered into a definitive agreement
       for the sale of its Whittaker Porta Bella Project to Porta Bella
       Acquisition Co., Inc., for $10,000,000 in cash, a $5,000,000 promissory
       note, plus a contingent interest in the Project. A copy of the press
       release dated November 9, 1998 is attached hereto as Exhibit 99.1.

Item 7.  Financial Statements and Exhibits

(c)    Exhibits

       Exhibit No.          Description
       -----------          -----------
       
       99.1                 Press Release, dated November 9, 1998.



                                  SIGNATURES

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


                            WHITTAKER CORPORATION



                          By:  /s/ Lynne M. O. Brickner
                               -------------------------------------
                               Lynne M. O. Brickner
                                 Vice President, Secretary and General Counsel


Dated:  November 9, 1998

                                       2

 
                                 EXHIBIT INDEX
                                 -------------



Exhibit No.             Description
- -----------             -----------

99.1                    Press Release, dated November 9, 1998

                                    3     

EX-99.1

                                                                    Exhibit 99.1
[LETTERHEAD OF WHITTAKER]

                                 NEWS RELEASE


                Release:   November 9, 1998
                Contact:   John K. Otto
                           Chief Financial Officer
                           (805) 526-5700, ext. 662


                    WHITTAKER CORPORATION ANNOUNCES SALE OF
                         WHITTAKER PORTA BELLA PROJECT

     SIMI VALLEY, CA, NOVEMBER 6, 1998 -- Whittaker Corporation (NYSE: WKR) 
today announced that it has entered into a definitive agreement for the sale of 
its Whittaker Porta Bella Project to Porta Bella Acquisition Co., Inc., for 
$10,000,000 in cash, a $5,000,000 promissory note, plus a contingent interest 
in the Project.  The closing of the sale is subject to customary closing 
conditions.

     Joseph F. Alibrandi, Chief Executive Officer of Whittaker Corporation said,
"This sale completes our program of divesting our non-operating assets and fully
focuses Whittaker on its core aerospace operations."

     Myla D. Bobrow, President of Phoenix, Arizona-based Porta Bella Acquisition
Co., Inc. said, "We are delighted to have the opportunity to transform this 996-
acre property into a vibrant, mixed-use master planned community service
development. We look forward to using our industry knowledge in effecting
solutions to the environmental and developmental aspects of the project."

                                   * * *

     Statements made herein that are not based on historical fact are "forward 
looking statements" within the meaning of the Private Litigation Reform Act of 
1995.  Actual results could differ from these forward looking statements for 
many reasons including failure to retain customers or to attract new customers, 
development of competing products, delays in developing new products and 
markets, and the cyclical nature of the aerospace industry.

     Whittaker Corporation develops innovative fluid control and fire safety 
systems for aerospace and industrial applications.  For additional information 
on Whittaker, contact the Internet Home Page at http://www.wkr.com.

                                   # # #