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) DECEMBER 21, 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 5.  OTHER EVENTS

     The Registrant announced that it is continuing its program of exploring all
     of its strategic options in order to maximize stockholder value.  A copy of
     the press release dated December 21, 1998 is attached hereto as Exhibit
     99.1.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)  EXHIBITS

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

     99.1           Press Release, dated December 21, 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:  December 22, 1998

                                       2

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

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

99.1           Press Release, dated December 21, 1998

                                       3

EX-99.1

 
                                                                    EXHIBIT 99.1
[LOGO OF WHITTAKER]            NEWS RELEASE

               WHITTAKER CORPORATION
               1955 N. Surveyor Avenue, Simi Valley, California 93063
               805/526-5700

               Release:  December 21, 1998

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


    WHITTAKER CORPORATION TO CONTINUE PROGRAM TO MAXIMIZE STOCKHOLDER VALUE

     SIMI VALLEY, CA, DECEMBER 21, 1998 -- Whittaker Corporation (NYSE: WKR)
today announced that it is continuing to explore all of its strategic options
for maximizing stockholder value.

     Joseph F. Alibrandi, Chairman and Chief Executive Officer, said, "As we
have previously stated, Whittaker has implemented a program to develop strategic
options for maximizing stockholder value.  In that connection, the Company has
completed the divestiture of its noncore aerospace businesses, the refinancing
of the Company's bank debt and the restructuring of our subordinated debt.
Having successfully completed our restructuring program and achieved our record
aerospace performance during 1998, the Company will continue to evaluate all of
its strategic options, including any serious proposals we may receive. Our
efforts will be guided, as always, by our goal to maximize stockholder value."

                                    *  *  *

     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 the lack of an appropriate transaction, 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.whittaker.com.

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