As filed with the Securities and Exchange Commission on June 17, 1998

                            Registration No. ________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                             WATKINS-JOHNSON COMPANY
               (Exact name of issuer as specified in its charter)


         California                                             94-1402710
         ----------                                             ----------
  (State of jurisdiction of                                  (I.R.S. Employer
incorporation or organization)                              Identification No.)


                    3333 Hillview Avenue, Palo Alto, CA 94304
                    (Address of Principal Executive Offices)


                             WATKINS-JOHNSON COMPANY
                       1997 EMPLOYEE STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                                Scott G. Buchanan
                   Vice President and Chief Financial Officer
                             Watkins-Johnson Company
                    3333 Hillview Avenue, Palo Alto, CA 94304
                     (Name and address of agent for service)

          Telephone number, including area code, of agent for service:
                                 (650) 493-4141


                                   Copies to:
                           James G. Leathers, Jr. Esq.
                       2175 N. California Blvd, Suite 525
                             Walnut Creek, CA 94596

     This Registration Statement consists of 34 sequentially numbered pages.

              The Exhibit Index is on sequentially numbered page 9.

                                       1

<PAGE>


<TABLE>
Calculation of Registration Fee

<CAPTION>
                                              Proposed maximum      Proposed maximum
 Title of securities      Amount to be       offering price per    aggregate offering        Amount of
  to be registered         registered              share*                price*          registration fee*
---------------------- -------------------- --------------------- --------------------- --------------------
<S>                     <C>                       <C>                 <C>                   <C>
   Common Stock         400,000 shares            $24.66              $9,864,000            $3,401.00
====================== ==================== ===================== ===================== ====================

<FN>
* Estimated  solely for the purpose of calculating the registration fee pursuant
to Rule  457(c) on the basis of  $24.66,  the  average of the high low prices of
shares on the New York Stock Exchange on June 12, 1998.
</FN>
</TABLE>

                                       2

<PAGE>


               INFORMATION INCLUDED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


The  following  documents  are  incorporated  by reference in this  registration
statement:  (i)  Watkins-Johnson  Company's (the "Company") latest annual report
filed pursuant to Sections 13(a) or (d) of the Securities Exchange Act of 1934 (
the "Exchange  Act");  (ii) all other  reports filed by the Company  pursuant to
Sections  13(a) or 15(d) of the  Exchange  Act since the end of the fiscal  year
covered by the Company's latest annual report;  and (iii) the description of the
Company's common stock set forth in the Company's Registration Statement on Form
8-A relating thereto, including any amendment or report filed for the purpose of
updating such description.  All documents filed by the Company after the date of
this registration  statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the  Exchange  Act,  prior to the  filing of a  post-effective  amendment  (that
indicates all securities  offered have been sold or  deregisters  all securities
then remaining unsold),  shall be deemed to be incorporated by reference in this
registration  statement  and to be a part hereof from the date of filing of such
documents.


ITEM 4.   DESCRIPTION OF SECURITIES

Inapplicable


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

Inapplicable


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

The  Company's  Articles  of  Incorporation  eliminates  the  liability  of  its
directors and officers to the Company,  its  stockholders  and any other parties
for monetary damages to the fullest extent  permitted under  California  General
Corporation Law.

The Company's By-Laws provide for  indemnification  of directors and officers of
the Company,  or of other  enterprises if serving at the request of the Company,
against  all  reasonable  costs,  expenses,  liabilities,  judgments  and losses
(including  attorney fees and  settlement  costs) in connection  with pending or
completed actions, suits or proceeding, whether civil, criminal,  administrative
or  investigative  (other  than  action  by or in the  right  of  the  Company);
provided, however, that no indemnification shall be provided such person (i) for
amounts  paid in  settling a claim  without  court  approval  (ii) for  expenses
incurred in defending an action which is settled  without  court  approval,  and
(iii)  if  a  court  of  competent  jurisdiction  finally  determines  that  any
indemnification is unlawful.

                                       3

<PAGE>


In any action  brought by or in the right of the  Company  for breach of duty to
the  Company  and  its   shareholders,   the  Company's   By-Laws   provide  for
indemnification  of  directors  and  officers  except for (i) acts or  omissions
involving  intentional  misconduct  or a knowing and culpable  violation of law,
(ii)  acts or  omissions  that a  director  believes  are  contrary  to the best
interest of the Company or its  shareholders or that involve the absence of good
faith on the part of the director,  (iii)  transactions  from which the director
derived an improper personal benefit,  (iv) acts or omissions showing a reckless
disregard for the director's duty to the Company or its  shareholders  where the
director  was aware or should have been aware of a serious risk of injury to the
Company or its shareholders,  (v) acts or omissions that constitute an unexcused
pattern of  inattention  amounting to abdication of the  director's  duty to the
Company or its  shareholders,  (vi) acts or  omissions  related to  contracts in
which a director  has a material  financial  interest,  (vii)  certain  unlawful
dividends,  distributions,  loans and Guarantees and (viii) expenses incurred if
the  director or  officers  is  adjudged to be liable to the Company  unless the
court specifically approves of the indemnification payment.


ITEM 8.   EXHIBITS

 4.1     The Watkins-Johnson Company 1997 Employee Stock Incentive Plan

 4.2     Form of Stock Option  Agreement  under  Company's  1997 Employee  Stock
         Incentive Plan

 5.1     Opinion of James G. Leathers, Jr., Esq.

23.1     Consent of Deloitte & Touche LLP

23.2     Consent of James G. Leathers, Jr., Esq. is contained in Exhibit 5.1.

24.1     Power of Attorney of Directors


ITEM 9.   UNDERTAKINGS

         (a) The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i) To include  any  prospectus  required  by Section
10(a)(3) of the Securities Act of 1933;

                                       4

<PAGE>


                           (ii) To reflect in the prospectus any facts or events
arising  after the  effective  date of the  registration  statement (or the most
recent post-effective amendment thereof) which individually or in the aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

                           (iii) To include  any  material  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;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  registration  statement  is on Form  S-3 or Form S-8 and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or Section 15 (d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference 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  which remain unsold at the
termination of the offering.

                  (4) If the registrant is a foreign private  issuer,  to file a
post-effective  amendment to the registration statement to include any financial
statement  required  by Rule  3-19  at the  start  of any  delayed  offering  or
throughout a continuous offering. Financial statements and information otherwise
required by Section  10(a)(3) of the Act need not be furnished,  provided,  that
the  registrant  includes  in  the  prospectus,  by  means  of a  post-effective
amendment,  financial  statements required pursuant to this paragraph (a)(4) and
other  information  necessary  to  ensure  that  all  other  information  in the
prospectus  is at least as  currant as the date of those  financial  statements.
Notwithstanding the foregoing,  with respect to registration  statements on Form
F-3,  a  post-effective  amendment  need  not  be  filed  to  include  financial
statements and information required by Section 10(a) (3) of the Act or Rule 3-19
of this chapter if such financial  statements and  information  are contained in
periodic  reports filed with or furnished to the  Commission  by the  registrant
pursuant to Section 13 or Section 15 (d) of the Securities  Exchange Act of 1934
that are incorporated by reference in the Form F-3.

                                       5

<PAGE>


         (b) The undersigned  registrant hereby undertakes that, for purposed of
determining  any liability  under the  Securities Act of 1933 each filing of the
registrant's  annual report  pursuant to Section 13 (a) or Section 15 (d) of the
Securities  Exchange  Act of 1934 (and,  where  applicable,  each  filing of the
Plan's annual report  pursuant to Section 15 (d) of the Securities  Exchange Act
of 1934) that is incorporated by reference in the  registration  statement 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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  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
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  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,  the registrant 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.

                                       6

<PAGE>


                                   SIGNATURES

THE REGISTRANT

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing on a 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 Palo Alto,  State of  California  on the 17th day of
June, 1998.

WATKINS-JOHNSON COMPANY
     (Registrant)


/s/ Scott G. Buchanan
----------------------
   Scott G. Buchanan
   Vice President and
  Chief Financial Officer

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
date indicated.

         Signature                      Title                     Date
         ---------                      -----                     ----

Principal Executive Officer:

* /s/ W. Keith Kennedy
----------------------------
  W. Keith Kennedy                  President and             June 17, 1998
                                    Chief Executive
                                    Officer


Principal Financial and
Principal Accounting Officer:

/s/ Scott G. Buchanan
----------------------------
  Scott G. Buchanan                 Vice President            June 17,1998
                                    and Chief
                                    Financial Officer


* By: /s/ Scott G. Buchanan
----------------------------
      Scott G. Buchanan
      Attorney-in-fact

                                       7

<PAGE>


THE DIRECTORS


* /s/ Dean A. Watkins
----------------------------
   Dean A. Watkins                  Director                  June 17, 1998


* /s/ H. Richard Johnson
----------------------------
   H. Richard Johnson               Director                  June 17, 1998


* /s/ W. Keith Kennedy
----------------------------
   W. Keith Kennedy                 Director                  June 17, 1998


* /s/ John J. Hartmann
----------------------------
   John J. Hartmann                 Director                  June 17, 1998


* /s/ Raymond F. O'Brien
----------------------------
   Raymond F. O'Brien               Director                  June 17, 1998


* /s/ Dr. William R. Graham
----------------------------
   Dr. William R. Graham            Director                  June 17, 1998


* /s/ Robert L. Prestel
----------------------------
   Robert L. Prestel                Director                  June 17, 1998


* /s/ Gary M. Cusumano
----------------------------
   Gary M. Cusumano                 Director                  June 17, 1998


* By: /s/ Scott G. Buchanan
----------------------------
       Scott G. Buchanan
      Attorney-in-fact

A majority of the members of the Board of Directors.

                                       8

<PAGE>


EXHIBIT INDEX


 4.1     The Watkins-Johnson Company 1997 Employee Stock Incentive Plan

 4.2     Form of Stock Option  Agreement  under  Company's  1997 Employee  Stock
         Incentive Plan

 5.1     Opinion of James G. Leathers, Jr., Esq.

23.1     Consent of Deloitte & Touche LLP

23.2     Consent of James G. Leathers, Jr., Esq. is contained in Exhibit 5.1

24.1     Power of Attorney of Directors

                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16689}]
{"company-data": {"conformed-name": "WATKINS JOHNSON CO", "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": "333-57023", "film-number": "98649619"}, "business-address": {"street1": "3333 HILLVIEW AVE", "city": "PALO ALTO", "state": "CA", "zip": "94304-1223", "phone": "4154934141"}, "mail-address": {"street1": "3333 HILLVIEW AVENUE", "city": "PALO ALTO", "state": "CA", "zip": "94304-1223"}}
As filed with the Securities and Exchange Commission on June 17, 1998

                            Registration No. ________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             WATKINS-JOHNSON COMPANY
               (Exact name of issuer as specified in its charter)

         California                                             94-1402710
         ----------                                             ----------
  (State of jurisdiction of                                  (I.R.S. Employer
incorporation or organization)                              Identification No.)

                    3333 Hillview Avenue, Palo Alto, CA 94304
                    (Address of Principal Executive Offices)

                             WATKINS-JOHNSON COMPANY
                       1997 EMPLOYEE STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                                Scott G. Buchanan
                   Vice President and Chief Financial Officer
                             Watkins-Johnson Company
                    3333 Hillview Avenue, Palo Alto, CA 94304
                     (Name and address of agent for service)

          Telephone number, including area code, of agent for service:
                                 (650) 493-4141

                                   Copies to:
                           James G. Leathers, Jr. Esq.
                       2175 N. California Blvd, Suite 525
                             Walnut Creek, CA 94596

     This Registration Statement consists of 34 sequentially numbered pages.

              The Exhibit Index is on sequentially numbered page 9.

                                       1
Calculation of Registration Fee
Proposed maximum      Proposed maximum
 Title of securities      Amount to be       offering price per    aggregate offering        Amount of
  to be registered         registered              share*                price*          registration fee*
---------------------- -------------------- --------------------- --------------------- --------------------
Common Stock         400,000 shares            $24.66              $9,864,000            $3,401.00
====================== ==================== ===================== ===================== ====================
* Estimated  solely for the purpose of calculating the registration fee pursuant
to Rule  457(c) on the basis of  $24.66,  the  average of the high low prices of
shares on the New York Stock Exchange on June 12, 1998.
2
INFORMATION INCLUDED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  following  documents  are  incorporated  by reference in this  registration
statement:  (i)  Watkins-Johnson  Company's (the "Company") latest annual report
filed pursuant to Sections 13(a) or (d) of the Securities Exchange Act of 1934 (
the "Exchange  Act");  (ii) all other  reports filed by the Company  pursuant to
Sections  13(a) or 15(d) of the  Exchange  Act since the end of the fiscal  year
covered by the Company's latest annual report;  and (iii) the description of the
Company's common stock set forth in the Company's Registration Statement on Form
8-A relating thereto, including any amendment or report filed for the purpose of
updating such description.  All documents filed by the Company after the date of
this registration  statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the  Exchange  Act,  prior to the  filing of a  post-effective  amendment  (that
indicates all securities  offered have been sold or  deregisters  all securities
then remaining unsold),  shall be deemed to be incorporated by reference in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

ITEM 4.   DESCRIPTION OF SECURITIES

Inapplicable

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

Inapplicable

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

The  Company's  Articles  of  Incorporation  eliminates  the  liability  of  its
directors and officers to the Company,  its  stockholders  and any other parties
for monetary damages to the fullest extent  permitted under  California  General
Corporation Law.

The Company's By-Laws provide for  indemnification  of directors and officers of
the Company,  or of other  enterprises if serving at the request of the Company,
against  all  reasonable  costs,  expenses,  liabilities,  judgments  and losses
(including  attorney fees and  settlement  costs) in connection  with pending or
completed actions, suits or proceeding, whether civil, criminal,  administrative
or  investigative  (other  than  action  by or in the  right  of  the  Company);
provided, however, that no indemnification shall be provided such person (i) for
amounts  paid in  settling a claim  without  court  approval  (ii) for  expenses
incurred in defending an action which is settled  without  court  approval,  and
(iii)  if  a  court  of  competent  jurisdiction  finally  determines  that  any
indemnification is unlawful.

                                       3
In any action  brought by or in the right of the  Company  for breach of duty to
the  Company  and  its   shareholders,   the  Company's   By-Laws   provide  for
indemnification  of  directors  and  officers  except for (i) acts or  omissions
involving  intentional  misconduct  or a knowing and culpable  violation of law,
(ii)  acts or  omissions  that a  director  believes  are  contrary  to the best
interest of the Company or its  shareholders or that involve the absence of good
faith on the part of the director,  (iii)  transactions  from which the director
derived an improper personal benefit,  (iv) acts or omissions showing a reckless
disregard for the director's duty to the Company or its  shareholders  where the
director  was aware or should have been aware of a serious risk of injury to the
Company or its shareholders,  (v) acts or omissions that constitute an unexcused
pattern of  inattention  amounting to abdication of the  director's  duty to the
Company or its  shareholders,  (vi) acts or  omissions  related to  contracts in
which a director  has a material  financial  interest,  (vii)  certain  unlawful
dividends,  distributions,  loans and Guarantees and (viii) expenses incurred if
the  director or  officers  is  adjudged to be liable to the Company  unless the
court specifically approves of the indemnification payment.

ITEM 8.   EXHIBITS

 4.1     The Watkins-Johnson Company 1997 Employee Stock Incentive Plan

 4.2     Form of Stock Option  Agreement  under  Company's  1997 Employee  Stock
         Incentive Plan

 5.1     Opinion of James G. Leathers, Jr., Esq.

23.1     Consent of Deloitte & Touche LLP

23.2     Consent of James G. Leathers, Jr., Esq. is contained in Exhibit 5.1.

24.1     Power of Attorney of Directors

ITEM 9.   UNDERTAKINGS

         (a) The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i) To include  any  prospectus  required  by Section
10(a)(3) of the Securities Act of 1933;

                                       4
(ii) To reflect in the prospectus any facts or events
arising  after the  effective  date of the  registration  statement (or the most
recent post-effective amendment thereof) which individually or in the aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

                           (iii) To include  any  material  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;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  registration  statement  is on Form  S-3 or Form S-8 and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or Section 15 (d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference 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  which remain unsold at the
termination of the offering.

                  (4) If the registrant is a foreign private  issuer,  to file a
post-effective  amendment to the registration statement to include any financial
statement  required  by Rule  3-19  at the  start  of any  delayed  offering  or
throughout a continuous offering. Financial statements and information otherwise
required by Section  10(a)(3) of the Act need not be furnished,  provided,  that
the  registrant  includes  in  the  prospectus,  by  means  of a  post-effective
amendment,  financial  statements required pursuant to this paragraph (a)(4) and
other  information  necessary  to  ensure  that  all  other  information  in the
prospectus  is at least as  currant as the date of those  financial  statements.
Notwithstanding the foregoing,  with respect to registration  statements on Form
F-3,  a  post-effective  amendment  need  not  be  filed  to  include  financial
statements and information required by Section 10(a) (3) of the Act or Rule 3-19
of this chapter if such financial  statements and  information  are contained in
periodic  reports filed with or furnished to the  Commission  by the  registrant
pursuant to Section 13 or Section 15 (d) of the Securities  Exchange Act of 1934
that are incorporated by reference in the Form F-3.

                                       5
(b) The undersigned  registrant hereby undertakes that, for purposed of
determining  any liability  under the  Securities Act of 1933 each filing of the
registrant's  annual report  pursuant to Section 13 (a) or Section 15 (d) of the
Securities  Exchange  Act of 1934 (and,  where  applicable,  each  filing of the
Plan's annual report  pursuant to Section 15 (d) of the Securities  Exchange Act
of 1934) that is incorporated by reference in the  registration  statement 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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  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
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  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,  the registrant 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.

                                       6
SIGNATURES

THE REGISTRANT

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing on a 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 Palo Alto,  State of  California  on the 17th day of
June, 1998.

WATKINS-JOHNSON COMPANY
     (Registrant)

/s/ Scott G. Buchanan
----------------------
   Scott G. Buchanan
   Vice President and
  Chief Financial Officer

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
date indicated.

         Signature                      Title                     Date
         ---------                      -----                     ----

Principal Executive Officer:

* /s/ W. Keith Kennedy
----------------------------
  W. Keith Kennedy                  President and             June 17, 1998
                                    Chief Executive
                                    Officer

Principal Financial and
Principal Accounting Officer:

/s/ Scott G. Buchanan
----------------------------
  Scott G. Buchanan                 Vice President            June 17,1998
                                    and Chief
                                    Financial Officer

* By: /s/ Scott G. Buchanan
----------------------------
      Scott G. Buchanan
      Attorney-in-fact

                                       7
THE DIRECTORS

* /s/ Dean A. Watkins
----------------------------
   Dean A. Watkins                  Director                  June 17, 1998

* /s/ H. Richard Johnson
----------------------------
   H. Richard Johnson               Director                  June 17, 1998

* /s/ W. Keith Kennedy
----------------------------
   W. Keith Kennedy                 Director                  June 17, 1998

* /s/ John J. Hartmann
----------------------------
   John J. Hartmann                 Director                  June 17, 1998

* /s/ Raymond F. O'Brien
----------------------------
   Raymond F. O'Brien               Director                  June 17, 1998

* /s/ Dr. William R. Graham
----------------------------
   Dr. William R. Graham            Director                  June 17, 1998

* /s/ Robert L. Prestel
----------------------------
   Robert L. Prestel                Director                  June 17, 1998

* /s/ Gary M. Cusumano
----------------------------
   Gary M. Cusumano                 Director                  June 17, 1998

* By: /s/ Scott G. Buchanan
----------------------------
       Scott G. Buchanan
      Attorney-in-fact

A majority of the members of the Board of Directors.

                                       8
EXHIBIT INDEX

 4.1     The Watkins-Johnson Company 1997 Employee Stock Incentive Plan

 4.2     Form of Stock Option  Agreement  under  Company's  1997 Employee  Stock
         Incentive Plan

 5.1     Opinion of James G. Leathers, Jr., Esq.

23.1     Consent of Deloitte & Touche LLP

23.2     Consent of James G. Leathers, Jr., Esq. is contained in Exhibit 5.1

24.1     Power of Attorney of Directors

                                       9