SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
May 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:
300,000
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER:
300,000
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 300,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.6%
14. TYPE OF REPORTING PERSON: CO
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Item 1. Security and Issuer.
This Amendment No. 2 ("Amendment No. 2") amends the statement on
Schedule 13D (the "Original 13 Filing") filed with the Securities
and Exchange Commission on October 23, 1998 (amended on April 1,
1999), 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 Amendment No. 1 to 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 5.5% to 4.6%
(e) On May 25, 1999, the Reporting Persons ceased to be
beneficial owners of more than 5% of the Issuer's Common
Stock.
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.
May 27, 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: 400,000
Trade date No. of Shares Price Per Share Total Sales
Sold Sold Price
5/24/99 25,000 25.51 637,750.00
5/25/99 56,400 25.50 1,438,200.00
5/26/99 18,600 25.08 466,488.00
Number of Shares owned following transactions: 300,000
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