WATKINS JOHNSON CO
DEFA14A, 1999-05-25
SPECIAL INDUSTRY MACHINERY, NEC
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                                  SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

           PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (AMENDMENT NO. __)

Filed by the Registrant                       [X]
Filed by a party other than the Registrant    [ ]

Check the appropriate box:
[ ]  Preliminary Proxy Statement           [ ]  Confidential, for Use of the
[ ]  Definitive Proxy Statement                 Commission Only (as permitted by
[X]  Definitive Additional Materials            Rule 14a-6(e)(2))
[ ]  Soliciting Material Pursuant to
     Rule 14a-11(c) or Rule 14a-12

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


           ----------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X]     No fee required.
[ ]     Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)     Title of each class of securities to which transactions applies:

(2)     Aggregate number of securities to which transactions applies:

(3)     Per unit  price  or  other  underlying  value  of  transaction  computed
        pursuant  to  Exchange  Act Rule 0-11 (set forth the amount on which the
        filing fee is calculated and state how it was determined):

(4)     Proposed maximum aggregate value of transaction:

(5)     Total fee paid:

        [ ]      Fee paid previously with preliminary materials.

        [ ]      Check  box if any  part of the fee is  offset  as  provided  by
                 Exchange Act Rule  0-11(a)(2) and identify the filing for which
                 the offsetting fee was paid  previously.  Identify the previous
                 filing  by  registration  statement  number,  or  the  Form  or
                 Schedule and the date of its filing.

(1)     Amount previously paid:

(2)     Form, Schedule or Registration Statement No.:

(3)     Filing party:

(4)     Date filed:

<PAGE>


Information Contact:

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

FOR IMMEDIATE RELEASE



                        WATKINS-JOHNSON DECLARES DIVIDEND

PALO ALTO,  CALIF.,  May 24,  1999.  Watkins-Johnson  Company  (NYSE:WJ),  today
announced its one hundred second consecutive quarterly cash dividend.

The  company's  Board of  Directors  declared a dividend  of 12 cents per share,
payable on June 24, 1999, on all shares of record as of the close of business on
June 10, 1999.

Watkins-Johnson Company, headquartered in Palo Alto, California,  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 APCVD
systems for high-volume integrated-circuit manufacturing.

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