<PAGE>   1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 2001.

                                                 REGISTRATION NO. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             WJ COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                     94-1402710
  (STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)

                             401 RIVER OAKS PARKWAY
                           SAN JOSE, CALIFORNIA 95134
                                 (408) 577-6200

          (Address, including zip code, and telephone number, including
             area code of registrant's principal executive offices)

                             WJ COMMUNICATIONS, INC.
                       2001 EMPLOYEE STOCK INCENTIVE PLAN

                             WJ COMMUNICATIONS, INC.
                        2001 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)

                               William T. Freeman
              Executive Vice President and Chief Financial Officer
                             WJ Communications, Inc.
                             401 River Oaks Parkway
                               San Jose, CA 95134
                                 (408) 577-6200
                     (Name, Address and Telephone number of
                               Agent for Service)

                                   Copies to:

                            Darrell C. Smith, Esquire
                         Shumaker, Loop & Kendrick, LLP
                        101 E. Kennedy Blvd., Suite 2800
                              Tampa, Florida 33602
                                 (813) 229-7600

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                         PROPOSED MAXIMUM          PROPOSED MAXIMUM
      TITLE OF SECURITIES           AMOUNT TO BE             OFFERING                  AGGREGATE                AMOUNT OF
       TO BE REGISTERED            REGISTERED(1)        PRICE PER SHARE(2)          OFFERING PRICE           REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                    <C>                        <C>                       <C>
Common Stock $.01 Par Value ...  3,500,000 shares(1)          $3.83(2)                $13,405,000               $3,351.25
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

--------------------

(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
         Registration Statement also covers any additional number of shares as
         may be available under the Plans in the event of a stock dividend,
         stock split, recapitalization or other similar change to the Common
         Stock.

(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457. Pursuant to Rule 457(h)(1), the fee is calculated
         based on the average of the high and low market  price of the Company's
         shares on July 26, 2001, a date within 5 business days prior to the
         filing of this registration statement.


<PAGE>   2


                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

ITEM 1.      PLAN INFORMATION.

         The documents containing the information concerning the WJ
Communications, Inc. 2001 Employee Stock Incentive Plan and the WJ
Communications, Inc. 2001 Employee Stock Purchase Plan (collectively, the
"Plans") required by Item 1 of Form S-8 under the Securities Act of 1933, as
amended (the "Securities Act"), and the statement of availability of the
registrant information, and other information required by Part I of Form S-8
will be sent or given to participants as specified in Securities Act Rule 428.
In accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission either
as part of this registration statement on Form S-8 or as prospectuses or
prospectus supplements pursuant to Rule 424. The Company will maintain a file of
such documents in accordance with the provisions of Rule 428. Upon written or
oral request to Mr. Rainer N. Growitz, Vice President-Finance and Secretary, WJ
Communications, Inc., 401 River Oaks Parkway, San Jose, California 95134
(telephone number (408) 577-6200), the Company shall furnish, without charge, to
employees, the Commission or its staff a copy or copies of all of the documents
included in such file.

ITEM 2.      REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         See Item 1.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are hereby incorporated by reference in this
Prospectus, all of which were previously filed with the Commission:

         1.       The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2000.

         2.       The Company's Definitive Proxy Statement relating to the
                  Annual Meeting of Shareholders held on May 23, 2001.

         3.       The Company's Quarterly Report on Form 10-Q for the quarter
                  ended April 1, 2001.

         4.       The Company's current report on Form 8-K dated February 17,
                  2001.

         5.       The description of securities to be registered contained in
                  the Registration Statement filed with the Commission on the
                  Company's Form 8-A under the Exchange Act dated August 4,
                  2000.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which registers all such securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.

         Any statement contained in this Registration Statement, in a supplement
to this Registration Statement or in documents incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any document
that is subsequently incorporated by reference herein modifies such statement.
Any statement so modified or superseded shall not be deemed, except as to be
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.      DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.



                                       1
<PAGE>   3

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Certificate of Incorporation of the Company, as permitted in
Section 102 of the General Corporation Law of the State of Delaware (the "GCL"),
eliminates the personal liability of a director to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) paying a
dividend or approving a stock repurchase in violation of Delaware law, or (iv)
any transaction from which the director derived any improper personal benefit.

         Under the Certificate of Incorporation of the Company, each director
and officer of the Company is entitled to indemnification, as a matter of
contractual right, to the fullest extent permitted by the GCL as the same exists
or may hereafter be amended, against all expenses, liability and loss incurred
in connection with any action, suit or proceeding in which he or she may be
involved by reason of the fact that he or she is or was a director or officer of
the Company. Section 145 of the GCL empowers a corporation to indemnify any
director or officer, or former director or officer against expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred in
connection with any action, suit or proceeding (other than a derivative action)
by reason of the fact that he or she is or was a director or officer or is or
was serving at the request of the corporation as an agent of another entity, if
he or she acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action, had no reasonable cause to believe his conduct was unlawful. In
regard to a derivative action, indemnification may not be made in respect of any
matter as to which an officer or director is adjudged to be liable unless the
Delaware Court of Chancery, or the court in which such action was brought, shall
determine such person is fairly and reasonably entitled to indemnity.

         The Company maintains directors and officers liability insurance for
the benefit of its directors and certain of its officers.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.      EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER    EXHIBIT DESCRIPTION
-------   -------------------
<S>       <C>
4.1       WJ Communications, Inc. 2001 Employee Stock Incentive Plan.

4.2       WJ Communications, Inc. 2001 Employee Stock Purchase Plan.

5.1       Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the
          securities being registered.

23.1      Consent of Shumaker, Loop & Kendrick, LLP to the use of their opinion
          as an Exhibit to this Registration Statement is included in their
          opinion filed herewith as Exhibit 5.1.

23.2      Consent of Arthur Andersen LLP., Independent Public Accountants.

23.3      Consent of Deloitte & Touche, LLP, Independent Auditors.

24.1      Power of Attorney (included with the signature page to this
          Registration Statement).
</TABLE>

------------------

* Document has been filed with the Commission and is incorporated by reference.

ITEM 9.      UNDERTAKINGS.

         (a) The Company hereby undertakes:


                                       2
<PAGE>   4

               (1)  To file, during any period in which offers of sales are
                    being made, a post-effective amendment to this registration
                    statement that includes any material information with
                    respect to the plan of distribution not previously disclosed
                    in the registration statement or any material change to such
                    information in the registration statement.

               (2)  That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating
                    to the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial
                    bona fide offering thereof.

               (3)  To remove from registration by means of a post-effective
                    amendment any of the securities being registered that remain
                    unsold at the termination of the offering.

          (b)  The Company hereby undertakes that, for purposes of determining
               any liability under the Securities Act of 1933, each filing of
               the Company's annual report pursuant to Section 13(a) or Section
               15(d) of the Exchange Act (and where applicable, each filing of
               an employee benefit plan's annual report pursuant to Section
               15(d) of the Exchange Act) that is incorporated by reference in
               the registration statement shall be deemed to be a new
               registration statement relating to the securities offered herein,
               and the offering of such securities at that time shall be deemed
               to be in the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to directors, officers or
               controlling persons of the Company, pursuant to the foregoing
               provisions, or otherwise, the Company has been advised that, in
               the opinion of the Securities and Exchange Commission, such
               indemnification is against public policy as expressed in the Act,
               and is, therefore unenforceable. In the event that a claim for
               indemnification against such liabilities (other than the payment
               by the Company of expenses incurred or paid by a director,
               officer or controlling person of the Company in the successful
               defense of any action, suit or proceeding) is asserted by such
               director, officer or controlling person in connection with the
               securities being registered hereunder, the Company will, unless
               in the opinion of its counsel the matter has been settled by
               controlling precedent, submit to a court of appropriate
               jurisdiction the question whether such indemnification by it is
               against public policy as expressed in the act and will be
               governed by the final adjudication of such issue.



                                       3
<PAGE>   5


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-8 and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of San Jose, State of California this 27th day of July, 2001.

                        WJ COMMUNICATIONS, INC.

                        By:      /s/ William T. Freeman
                            ----------------------------------------------------
                            William T. Freeman,
                            Executive Vice President and Chief Financial Officer

                                POWER OF ATTORNEY

         Each of the undersigned officers and directors of WJ Communications,
Inc., hereby constitutes and appoints William T. Freeman, Executive Vice
President and Chief Financial Officer of the Company, his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, in any and
all capacities, to sign his name to any and all amendments to this Registration
Statement on Form S-8, including post-effective amendments and other related
documents, and to cause the same to be filed with the Securities and Exchange
Commission, granting unto said attorneys, full power and authority to do and
perform any act and thing necessary and proper to be done in the premises, as
fully to all intents and purposes as the undersigned could do if personally
present, and the undersigned for himself hereby ratifies and confirms all that
said attorney shall lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this S-8
Registration Statement has been signed by the following persons (or by their
duly authorized attorney-in-fact) in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                            TITLE                                        DATE
---------                            -----                                        ----
<S>                                  <C>                                          <C>
/s/ Malcolm J. Caraballo             President and Chief Executive Officer        July 27, 2001
------------------------
Malcolm J. Caraballo

/s/ William T. Freeman               Executive Vice President and                 July 27, 2001
----------------------               Chief Financial Officer
William T. Freeman

/s/ David R. Pulvino                 Controller                                   July 27, 2001
--------------------
David R. Pulvino

/s/ W. Dexter Paine, III             Chairman of the Board                        July 27, 2001
------------------------
W. Dexter Paine, III

/s/ Saul A. Fox                      Director                                     July 27, 2001
---------------
Saul A. Fox

/s/ Jason B. Hurwitz                 Director                                     July 27, 2001
--------------------
Jason B. Hurwitz

/s/ Wray T. Thorn                    Director                                     July 27, 2001
-----------------
Wray T. Thorn

/s/ James R. Kroner                  Director                                     July 27, 2001
-------------------
James R. Kroner

/s/ J. Thomas Bentley                Director                                     July 27, 2001
---------------------
J. Thomas Bentley

/s/ Charles E. Robinson              Director                                     July 27, 2001
-----------------------
Charles E. Robinson

/s/ Christopher B. Paisley           Director                                     July 27, 2001
--------------------------
Christopher B. Paisley
</TABLE>


                                       4

<PAGE>   6


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT
NUMBER    EXHIBIT DESCRIPTION
-------   -------------------
<S>       <C>
4.1       WJ Communications, Inc. 2001 Employee Stock Incentive Plan.

4.2       WJ Communications, Inc. 2001 Employee Stock Purchase Plan.

5.1       Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the
          securities being registered.

23.1      Consent of Shumaker, Loop & Kendrick, LLP to the use of their opinion
          as an Exhibit to this Registration Statement is included in their
          opinion filed herewith as Exhibit 5.1.

23.2      Consent of Arthur Andersen LLP, Independent Public Accountants.

23.3      Consent of Deloitte & Touche LLP, Independent Auditors.

24.1      Powers of Attorney (included with the signature page to this
          Registration Statement).
</TABLE>








                                       5
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{"company-data": {"conformed-name": "WJ COMMUNICATIONS INC", "cik": "0000105006", "assigned-sic": "3559", "irs-number": "941402710", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66244", "film-number": "1692555"}, "business-address": {"street1": "3333 HILLVIEW AVE", "city": "PALO ALTO", "state": "CA", "zip": "94304-1223", "phone": "6504934141"}, "mail-address": {"street1": "3333 HILLVIEW AVENUE", "city": "PALO ALTO", "state": "CA", "zip": "94304-1223"}, "former-company": {"former-conformed-name": "WATKINS JOHNSON CO", "date-changed": "19920703"}}
1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 2001.

                                                 REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             WJ COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                     94-1402710
  (STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)

                             401 RIVER OAKS PARKWAY
                           SAN JOSE, CALIFORNIA 95134
                                 (408) 577-6200

          (Address, including zip code, and telephone number, including
             area code of registrant's principal executive offices)

                             WJ COMMUNICATIONS, INC.
                       2001 EMPLOYEE STOCK INCENTIVE PLAN

                             WJ COMMUNICATIONS, INC.
                        2001 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)

                               William T. Freeman
              Executive Vice President and Chief Financial Officer
                             WJ Communications, Inc.
                             401 River Oaks Parkway
                               San Jose, CA 95134
                                 (408) 577-6200
                     (Name, Address and Telephone number of
                               Agent for Service)

                                   Copies to:

                            Darrell C. Smith, Esquire
                         Shumaker, Loop & Kendrick, LLP
                        101 E. Kennedy Blvd., Suite 2800
                              Tampa, Florida 33602
                                 (813) 229-7600

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
                                                         PROPOSED MAXIMUM          PROPOSED MAXIMUM
      TITLE OF SECURITIES           AMOUNT TO BE             OFFERING                  AGGREGATE                AMOUNT OF
       TO BE REGISTERED            REGISTERED(1)        PRICE PER SHARE(2)          OFFERING PRICE           REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
Common Stock $.01 Par Value ...  3,500,000 shares(1)          $3.83(2)                $13,405,000               $3,351.25
----------------------------------------------------------------------------------------------------------------------------------
--------------------

(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
         Registration Statement also covers any additional number of shares as
         may be available under the Plans in the event of a stock dividend,
         stock split, recapitalization or other similar change to the Common
         Stock.

(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457. Pursuant to Rule 457(h)(1), the fee is calculated
         based on the average of the high and low market  price of the Company's
         shares on July 26, 2001, a date within 5 business days prior to the
         filing of this registration statement.
2

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

ITEM 1.      PLAN INFORMATION.

         The documents containing the information concerning the WJ
Communications, Inc. 2001 Employee Stock Incentive Plan and the WJ
Communications, Inc. 2001 Employee Stock Purchase Plan (collectively, the
"Plans") required by Item 1 of Form S-8 under the Securities Act of 1933, as
amended (the "Securities Act"), and the statement of availability of the
registrant information, and other information required by Part I of Form S-8
will be sent or given to participants as specified in Securities Act Rule 428.
In accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission either
as part of this registration statement on Form S-8 or as prospectuses or
prospectus supplements pursuant to Rule 424. The Company will maintain a file of
such documents in accordance with the provisions of Rule 428. Upon written or
oral request to Mr. Rainer N. Growitz, Vice President-Finance and Secretary, WJ
Communications, Inc., 401 River Oaks Parkway, San Jose, California 95134
(telephone number (408) 577-6200), the Company shall furnish, without charge, to
employees, the Commission or its staff a copy or copies of all of the documents
included in such file.

ITEM 2.      REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         See Item 1.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are hereby incorporated by reference in this
Prospectus, all of which were previously filed with the Commission:

         1.       The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2000.

         2.       The Company's Definitive Proxy Statement relating to the
                  Annual Meeting of Shareholders held on May 23, 2001.

         3.       The Company's Quarterly Report on Form 10-Q for the quarter
                  ended April 1, 2001.

         4.       The Company's current report on Form 8-K dated February 17,
                  2001.

         5.       The description of securities to be registered contained in
                  the Registration Statement filed with the Commission on the
                  Company's Form 8-A under the Exchange Act dated August 4,
                  2000.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which registers all such securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.

         Any statement contained in this Registration Statement, in a supplement
to this Registration Statement or in documents incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any document
that is subsequently incorporated by reference herein modifies such statement.
Any statement so modified or superseded shall not be deemed, except as to be
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.      DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                       1
3

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Certificate of Incorporation of the Company, as permitted in
Section 102 of the General Corporation Law of the State of Delaware (the "GCL"),
eliminates the personal liability of a director to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) paying a
dividend or approving a stock repurchase in violation of Delaware law, or (iv)
any transaction from which the director derived any improper personal benefit.

         Under the Certificate of Incorporation of the Company, each director
and officer of the Company is entitled to indemnification, as a matter of
contractual right, to the fullest extent permitted by the GCL as the same exists
or may hereafter be amended, against all expenses, liability and loss incurred
in connection with any action, suit or proceeding in which he or she may be
involved by reason of the fact that he or she is or was a director or officer of
the Company. Section 145 of the GCL empowers a corporation to indemnify any
director or officer, or former director or officer against expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred in
connection with any action, suit or proceeding (other than a derivative action)
by reason of the fact that he or she is or was a director or officer or is or
was serving at the request of the corporation as an agent of another entity, if
he or she acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action, had no reasonable cause to believe his conduct was unlawful. In
regard to a derivative action, indemnification may not be made in respect of any
matter as to which an officer or director is adjudged to be liable unless the
Delaware Court of Chancery, or the court in which such action was brought, shall
determine such person is fairly and reasonably entitled to indemnity.

         The Company maintains directors and officers liability insurance for
the benefit of its directors and certain of its officers.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.      EXHIBITS.
EXHIBIT
NUMBER    EXHIBIT DESCRIPTION
-------   -------------------
4.1       WJ Communications, Inc. 2001 Employee Stock Incentive Plan.

4.2       WJ Communications, Inc. 2001 Employee Stock Purchase Plan.

5.1       Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the
          securities being registered.

23.1      Consent of Shumaker, Loop & Kendrick, LLP to the use of their opinion
          as an Exhibit to this Registration Statement is included in their
          opinion filed herewith as Exhibit 5.1.

23.2      Consent of Arthur Andersen LLP., Independent Public Accountants.

23.3      Consent of Deloitte & Touche, LLP, Independent Auditors.

24.1      Power of Attorney (included with the signature page to this
          Registration Statement).
------------------

* Document has been filed with the Commission and is incorporated by reference.

ITEM 9.      UNDERTAKINGS.

         (a) The Company hereby undertakes:

                                       2
4

               (1)  To file, during any period in which offers of sales are
                    being made, a post-effective amendment to this registration
                    statement that includes any material information with
                    respect to the plan of distribution not previously disclosed
                    in the registration statement or any material change to such
                    information in the registration statement.

               (2)  That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating
                    to the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial
                    bona fide offering thereof.

               (3)  To remove from registration by means of a post-effective
                    amendment any of the securities being registered that remain
                    unsold at the termination of the offering.

          (b)  The Company hereby undertakes that, for purposes of determining
               any liability under the Securities Act of 1933, each filing of
               the Company's annual report pursuant to Section 13(a) or Section
               15(d) of the Exchange Act (and where applicable, each filing of
               an employee benefit plan's annual report pursuant to Section
               15(d) of the Exchange Act) that is incorporated by reference in
               the registration statement shall be deemed to be a new
               registration statement relating to the securities offered herein,
               and the offering of such securities at that time shall be deemed
               to be in the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to directors, officers or
               controlling persons of the Company, pursuant to the foregoing
               provisions, or otherwise, the Company has been advised that, in
               the opinion of the Securities and Exchange Commission, such
               indemnification is against public policy as expressed in the Act,
               and is, therefore unenforceable. In the event that a claim for
               indemnification against such liabilities (other than the payment
               by the Company of expenses incurred or paid by a director,
               officer or controlling person of the Company in the successful
               defense of any action, suit or proceeding) is asserted by such
               director, officer or controlling person in connection with the
               securities being registered hereunder, the Company will, unless
               in the opinion of its counsel the matter has been settled by
               controlling precedent, submit to a court of appropriate
               jurisdiction the question whether such indemnification by it is
               against public policy as expressed in the act and will be
               governed by the final adjudication of such issue.

                                       3
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-8 and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of San Jose, State of California this 27th day of July, 2001.

                        WJ COMMUNICATIONS, INC.

                        By:      /s/ William T. Freeman
                            ----------------------------------------------------
                            William T. Freeman,
                            Executive Vice President and Chief Financial Officer

                                POWER OF ATTORNEY

         Each of the undersigned officers and directors of WJ Communications,
Inc., hereby constitutes and appoints William T. Freeman, Executive Vice
President and Chief Financial Officer of the Company, his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, in any and
all capacities, to sign his name to any and all amendments to this Registration
Statement on Form S-8, including post-effective amendments and other related
documents, and to cause the same to be filed with the Securities and Exchange
Commission, granting unto said attorneys, full power and authority to do and
perform any act and thing necessary and proper to be done in the premises, as
fully to all intents and purposes as the undersigned could do if personally
present, and the undersigned for himself hereby ratifies and confirms all that
said attorney shall lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this S-8
Registration Statement has been signed by the following persons (or by their
duly authorized attorney-in-fact) in the capacities and on the dates indicated.
SIGNATURE                            TITLE                                        DATE
---------                            -----                                        ----
/s/ Malcolm J. Caraballo             President and Chief Executive Officer        July 27, 2001
------------------------
Malcolm J. Caraballo

/s/ William T. Freeman               Executive Vice President and                 July 27, 2001
----------------------               Chief Financial Officer
William T. Freeman

/s/ David R. Pulvino                 Controller                                   July 27, 2001
--------------------
David R. Pulvino

/s/ W. Dexter Paine, III             Chairman of the Board                        July 27, 2001
------------------------
W. Dexter Paine, III

/s/ Saul A. Fox                      Director                                     July 27, 2001
---------------
Saul A. Fox

/s/ Jason B. Hurwitz                 Director                                     July 27, 2001
--------------------
Jason B. Hurwitz

/s/ Wray T. Thorn                    Director                                     July 27, 2001
-----------------
Wray T. Thorn

/s/ James R. Kroner                  Director                                     July 27, 2001
-------------------
James R. Kroner

/s/ J. Thomas Bentley                Director                                     July 27, 2001
---------------------
J. Thomas Bentley

/s/ Charles E. Robinson              Director                                     July 27, 2001
-----------------------
Charles E. Robinson

/s/ Christopher B. Paisley           Director                                     July 27, 2001
--------------------------
Christopher B. Paisley
4
6

                                  EXHIBIT INDEX
EXHIBIT
NUMBER    EXHIBIT DESCRIPTION
-------   -------------------
4.1       WJ Communications, Inc. 2001 Employee Stock Incentive Plan.

4.2       WJ Communications, Inc. 2001 Employee Stock Purchase Plan.

5.1       Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the
          securities being registered.

23.1      Consent of Shumaker, Loop & Kendrick, LLP to the use of their opinion
          as an Exhibit to this Registration Statement is included in their
          opinion filed herewith as Exhibit 5.1.

23.2      Consent of Arthur Andersen LLP, Independent Public Accountants.

23.3      Consent of Deloitte & Touche LLP, Independent Auditors.

24.1      Powers of Attorney (included with the signature page to this
          Registration Statement).
5