SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
WATKINS-JOHNSON COMPANY
(Name of Issuer)
Common Stock
(Title of Class of Securities)
942486-10-1 (CUSIP Number)
Warren Persavich
Senior Vice President & COO
Banner Aerospace, Inc.
45025 Aviation Drive, Suite 300
Dulles, VA 20166-7556
Telephone: 703-478-5790
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 25, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
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CUSIP No. 942486-10-1
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Banner Aerospace, Inc. -- IRS EIN 95-2039311
The Fairchild Corporation -- IRS EIN 34-0728587
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ] b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Each of the Reporting Persons is a Delaware corporation.
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
400,000
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER:
400,000
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 400,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.52%
14. TYPE OF REPORTING PERSON: CO
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Item 1. Security and Issuer.
This Amendment No. 1 ("Amendment No. 1") amends the statement on
Schedule 13D (the "Original 13 Filing") filed with the Securities
and Exchange Commission on October 23, 1998, with respect to the
Common Stock of Watkins-Johnson Company, a California corporation
("Issuer"). The principal executive offices of Issuer are
located at 3333 Hillview Avenue, Palo Alto, CA 94304-1223.
Capitalized terms used but not otherwise defined herein shall
have the meaning ascribed to them in the Original 13D Filing.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original 13D Filing is hereby amended by adding the
following:
(c) Since the date of the Original Schedule 13D Filing, the
Reporting Persons sold shares of Issuer's Common Stock on
the dates, in the amounts and at the prices set forth on
Exhibit A attached hereto. All of such sales were made on
the open market. As a result of such transactions, the
Reporting Persons' interest in the Issuer was reduced from
7.06% to 5.52%.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Sales of Watkins-Johnson Common Stock
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
April 1, 1999 BANNER AEROSPACE, INC.
By: ___/s/_________________
Bradley T. Lough
Treasurer
THE FAIRCHILD CORPORATION
By: ___/s/_________________
Donald E. Miller
Executive
Vice President, General Counsel and
Secretary
PAGE 4 OF 5
EXHIBIT A
SALES OF WATKINS-JOHNSON COMMON STOCK
Number of shares owned prior to transactions: 512,000
Trade date No. of Shares Price Per Share Total Sales
Sold Sold Price
12/24/98 12,300 19.2537 236,820.57
12/28/98 57,700 19.1000 1,102,072.09
3/25/98 42,000 24.1690 1,015,100.00
Number of Shares owned following transactions: 400,000
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