WATKINS JOHNSON CO
DEFA14A, 1999-05-25
SPECIAL INDUSTRY MACHINERY, NEC
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                                  SCHEDULE 14A

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

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

     Check the appropriate box:
     [ ] Preliminary Proxy Statement
     [ ] Definitive Proxy Statement
     [X] Definitive Additional Materials
     [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

     [ ] Confidential, for Use of the Commission Only
         (as permitted by Rule 14a-6(e)(2))


                             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.

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

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         pursuant to  Exchange  Act Rule 0-11 (Set forth the amount on which the
         filing fee is calculated and state how it was determined):

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    [ ] 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:

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     (4) Date Filed:


<PAGE>


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.




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