<PAGE>

   As Filed with the Securities and Exchange Commission on _____________, 199__.
                                               Registration No. _______________
 ______________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                        
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             WHITTAKER CORPORATION
               (Exact name of issuer as specified in its charter)

            DELAWARE                                  95-4033076
  (State or other jurisdiction          (I.R.S. Employer Identification No.)
of incorporation or organization)

     10880 WILSHIRE BOULEVARD
     LOS ANGELES, CALIFORNIA                            90024
(Address of principal executive offices)              (Zip Code)
 

                  WHITTAKER CORPORATION 1992 STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)

                            GORDON J. LOUTTIT, ESQ.
                          VICE PRESIDENT AND SECRETARY
                    (Name and address of agent for service)
  Telephone number, including area code, of agent for service: (310) 475-9411

     Approximate date of commencement of sales pursuant to the plan:  As soon as
practicable after the effective date of this Registration Statement, upon
exercise of options granted under the Plan.

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
                                        Proposed     Proposed
                                        Maximum      Maximum
                                        Offering    Aggregate      Amount of
Title of Securities    Amount to be    Price Per    Offering     Registration
to be Registered        Registered      Share*       Price*           Fee
- ------------------------------------------------------------------------------
<S>                    <C>            <C>           <C>          <C>
Whittaker Corpora-
tion Common Stock**    50,000 shares  $16.8125       $840,625.00  $210.16
- ------------------------------------------------------------------------------
</TABLE>

*Estimated pursuant to Rule 457 of the General Rules and Regulations under the
Securities Act of 1933 solely for the purpose of computing the registration fee,
based on the average of the high and low sale prices of the securities being
registered hereby on the New York Stock Exchange Composite Tape on February 14,
1994.

**Including such additional shares as may result from stock splits, stock
dividends and other anti-dilution adjustments to such shares authorized by the
Whittaker Corporation 1992 Stock Option Plan for Non-Employee Directors.
<PAGE>

                                     PART I

                          INFORMATION REQUIRED IN THE
                            SECTION 10(A) PROSPECTUS


          The documents containing the information specified in Part I of Form
S-8 (plan information and registration information) will be sent or given to
employees as specified by Securities and Exchange Commission Rule 428(b)(1).
Such documents need not be filed with the Securities and Exchange Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.  These documents, which include the statement
of availability required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part
II) hereof), taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933.

                                       
<PAGE>

                                    PART II

                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The Company hereby incorporates by reference into this Registration
Statement the following documents filed by the Company with the Securities and
Exchange Commission:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1993; and

          (b)  The description of the Company's Common Stock, par value $.01 per
share, contained in the Company's registration statement on Form 8-A filed June
21, 1989.

          All documents filed by the Company pursuant to Sections 13, 14 or
15(d) of the Securities Exchange Act of 1934 after the date hereof and before
the filing of a post-effective amendment which indicates that all the securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be 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 other subsequently
filed document which is also incorporated by reference herein modifies or
supersedes such statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Gordon J. Louttit, whose opinion regarding legality of shares is
attached hereto as Exhibit 5, is Vice President, Secretary and the Assistant
General Counsel of the Company.  As of December 31, 1993, Mr. Louttit
beneficially owned 30,070 shares of Common Stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Reference is made to Section 145 of the General Corporation Law of
Delaware and to Article SIXTH  of the Restated Certificate of Incorporation of
the Company as set forth below.

          Section 145 of the General Corporation Law of Delaware provides in
part as follows:

                                       2
<PAGE>

          "(a)  A corporation may indemnify any person who was or is a party 
     or is threatened to be made a party to any threatened, pending or completed
     action, suit or proceeding, whether civil, criminal, administrative or
     investigative (other than an action by or in the right of the corporation)
     by reason of the fact that he is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the request of the
     corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise, against
     expenses (including attorneys' fees), judgments, fines and amounts paid in
     settlement actually and reasonably incurred by him in connection with such
     action, suit or proceeding if he acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best interests of the
     corporation, and, with respect to any criminal action or proceeding, had no
     reasonable cause to believe his conduct was unlawful.  The termination of
     any action, suit or proceeding by judgment, order, settlement, conviction,
     or upon a plea of nolo contendere or its equivalent, shall not, of itself,
     create a presumption that the person did not act in good faith and in a
     manner which he reasonably believed to be in or not opposed to the best
     interests of the corporation, and, with respect to any criminal action or
     proceeding, had reasonable cause to believe that his conduct was unlawful.

          "(b)  A corporation may indemnify any person who was or is a party or
     is threatened to be made a party to any threatened, pending or completed
     action or suit by or in the right of the corporation to procure a judgment
     in its favor by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation, or is or was serving at the request
     of the corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     expenses (including attorneys' fees) actually  and reasonably incurred by
     him in connection with the defense or settlement of such action or suit if
     he acted in good faith and in a manner he reasonably believed to be in or
     not opposed to the best interests of the corporation and except that no
     indemnification shall be made in respect of any claim, issue or matter as
     to which such person shall have been adjudged to be liable to the
     corporation unless and only to the extent that the Court of Chancery or the
     court in which such action or suit was brought shall determine upon
     application that, despite the adjudication of liability but in view of all
     the circumstances of the case, such person is fairly and reasonably
     entitled to indemnity for such expenses which the Court of Chancery or such
     other court shall deem proper.

          "(c)  To the extent that a director, officer, employee or agent of a
     corporation has been successful on the merits or

                                       3
<PAGE>

     otherwise in defense of any action, suit or proceeding referred to in
     subsections (a) and (b) of this section, or in defense of any claim, issue
     or matter therein, he shall be indemnified against expenses (including
     attorneys' fees) actually and reasonably incurred by him in connection
     therewith.

                                   .  .  .  .

          "(f)  The indemnification and advancement of expenses provided by, or
     granted pursuant to, the other subsections of this section shall not be
     deemed exclusive of any other rights to which those seeking indemnification
     or advancement of expenses may be entitled under any bylaw, agreement, vote
     of stockholders or disinterested directors or otherwise, both as to action
     in his official capacity and as to action in another capacity while holding
     such office.

          "(g)  A corporation shall have power to purchase and maintain
     insurance on behalf of any person who is or was a director, officer,
     employee or agent of the corporation, or is or was serving at the request
     of the corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     any liability asserted against him and incurred by him in any such
     capacity, or arising out of his status as such, whether or not the
     corporation would have the power to indemnify him against such liability
     under this section.

          "(h)  For purposes of this section, references to "the corporation"
     shall include, in addition to the resulting corporation, any constituent
     corporation (including any constituent of a constituent) absorbed in a
     consolidation or merger which, if its separate existence had continued,
     would have had power and authority to indemnify its directors, officers,
     and employees or agents, so that any person who is or was a director,
     officer, employee or agent of such constituent corporation, or is or was
     serving at the request of such constituent corporation as a director,
     officer, employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise, shall stand in the same position under
     this section with respect to the resulting or surviving corporation as he
     would have with respect to such constituent corporation if its separate
     existence had continued.

          "(i)  For purposes of this section, references to "other enterprises"
     shall include employee benefit plans; references to "fines" shall include
     any excise taxes assessed on a person with respect to any employee benefit
     plan; and references to "serving at the request of the corporation" shall
     include any service as a director, officer, employee or agent of the

                                       4
<PAGE>

     corporation which imposes duties on, or involves services by, such
     director, officer, employee, or agent with respect to an employee benefit
     plan, its participants or beneficiaries; and a person who acted in good
     faith and in a manner he reasonably believed to be in the interest of the
     participants and beneficiaries of an employee benefit plan shall be deemed
     to have acted in a manner "not opposed to the best interests of the
     corporation" as referred to in this section.

          "(j)  The indemnification and advancement of expenses provided by, or
     granted pursuant to, this section shall, unless otherwise provided when
     authorized or ratified, continue as to a person who has ceased to be a
     director, officer, employee or agent and shall inure to the benefit of the
     heirs, executors, and administrators of such a person."

     Article SIXTH of the Company's Restated Certificate of Incorporation
provides in part as follows:

          "The following provisions are inserted for the management of the
     business and the conduct of the affairs of the Corporation and for the
     further definition of the powers of the Corporation and of its directors
     and stockholders:

                                   .  .  .  .

          "(c)  The Corporation shall indemnify its directors and officers and
     may indemnify any other employees or agents, in each case, to the full
     extent permitted by the General Corporation Law of the State of Delaware,
     as amended from time to time.  No amendment or repeal of this paragraph
     shall affect the obligations of the Corporation to indemnify any director
     or officer of the Corporation with respect to, arising out of or related to
     any event that occurred prior to such amendment or repeal.

          "(d)  The Corporation shall have power to purchase and maintain
     insurance on behalf of any person who is or was a director, officer,
     employee or agent of the Corporation, or is or was serving at the request
     of the Corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     any liability asserted against him and incurred by him in any such capacity
     or arising out of his status as such, whether or not the Corporation would
     have the power to indemnify him against any such liability under the
     provisions of the General Corporation Law of the State of Delaware, as
     amended from time to time.

          "(e)  A director of the Corporation shall not be personally liable to
     the Corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a director,

                                       5
<PAGE>

     except to the extent such exemption from liability or limitation thereof is
     not permitted under the General Corporation Law of the State of Delaware as
     presently in effect or as the same may hereinafter be amended.  No
     amendment, modification or repeal of this paragraph (e) nor, to the fullest
     extent permitted by law, shall adversely affect any right or protection
     then existing hereunder in respect of any act or omission occurring prior
     to the time of such amendment, modification or repeal."

     As authorized by its Restated Certificate of Incorporation and the laws of
the State of Delaware, the Company has entered into agreements with its
directors and certain officers to indemnify such persons for certain liabilities
which may be incurred by them in the performance of their duties, within
specified limits.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     5    Opinion of Gordon J. Louttit, regarding legality of shares.

     23   Consent of Ernst & Young.

     24   Power of Attorney.

ITEM 9.  UNDERTAKINGS.

     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;

     (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;

     (iii)  To include 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;

     Provided, however, that paragraphs (1)(i) and (1)(ii) do not

                                       6
<PAGE>

apply if 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; and

     (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)  The undersigned registrant hereby undertakes that, for purposes 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 an
employee benefit 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.

     (5)  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.

                                       7
<PAGE>


                                   SIGNATURES

          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 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 Los Angeles, State of California, on February 15,
1994.


                                 WHITTAKER CORPORATION

                                 By  /s/  Gordon J. Louttit
                                   ------------------------
                                          Vice President

                                       8
<PAGE>

          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.

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph F. Alibrandi, Thomas A. Brancati
and Gordon J. Louttit, or any of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection herewith, with the Securities and Exchange
Commission, granting unto each of said attorneys-in-fact and agents, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that each of said attorneys-
in-fact and agents, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

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

/s/ Joseph F. Alibrandi                  Director
- -----------------------                                      
JOSEPH F. ALIBRANDI

/s/ George H. Benter, Jr.                Director
- -------------------------              
GEORGE H. BENTER, JR.

/s/ Thomas A. Brancati                   Director
- ----------------------                                  
THOMAS A. BRANCATI

/s/ Walter B. Gerken                     Director
- --------------------                                      
WALTER B. GERKEN                                               February 15, 1994

/s/ Jack L. Hancock                      Director
- -------------------                                            
JACK L. HANCOCK

/s/ Edward R. Muller                     Director
- --------------------                                      
EDWARD R. MULLER

/s/ Gregory T. Parkos                    Director
- ---------------------                                     
GREGORY T. PARKOS

/s/ Malcolm T. Stamper                   Director
- ----------------------                                  
MALCOLM T. STAMPER

/s/ John C. West                         Director
- ----------------                                               
JOHN C. WEST

                                       9
<PAGE>

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

/s/ Joseph F. Alibrandi       Principal Executive
- -----------------------       Officer                             
JOSEPH F. ALIBRANDI           
                                                              February  15, 1994
/s/ Ronald E. Wittman         Controller and
- ---------------------         Principal Accounting
RONALD E. WITTMAN             Officer



 

                                       10
<PAGE>

                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
 
 Exhibit                                      
 Number                  Description          
- ---------       ----------------------------- 
<C>             <S>                           
                                              
    5           Opinion of Gordon J. Louttit, 
                Vice President and Assistant  
                General Counsel.............. 
                                              
   23           Consent of Ernst & Young..... 
                                              
   24           Power of attorney (filed as   
                page 9 of this Registration   
                Statement.................... 
</TABLE>

                                       11
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24651}]
{"company-data": {"conformed-name": "WHITTAKER CORP", "cik": "0000106945", "assigned-sic": "3490", "irs-number": "954033076", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52295", "film-number": "94509985"}, "business-address": {"street1": "10880 WILSHIRE BLVD STE 800", "city": "LOS ANGELES", "state": "CA", "zip": "90024-4163", "phone": "2134759411"}}
As Filed with the Securities and Exchange Commission on _____________, 199__.
                                               Registration No. _______________
 ______________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                        
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             WHITTAKER CORPORATION
               (Exact name of issuer as specified in its charter)

            DELAWARE                                  95-4033076
  (State or other jurisdiction          (I.R.S. Employer Identification No.)
of incorporation or organization)

     10880 WILSHIRE BOULEVARD
     LOS ANGELES, CALIFORNIA                            90024
(Address of principal executive offices)              (Zip Code)
 

                  WHITTAKER CORPORATION 1992 STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)

                            GORDON J. LOUTTIT, ESQ.
                          VICE PRESIDENT AND SECRETARY
                    (Name and address of agent for service)
  Telephone number, including area code, of agent for service: (310) 475-9411

     Approximate date of commencement of sales pursuant to the plan:  As soon as
practicable after the effective date of this Registration Statement, upon
exercise of options granted under the Plan.

                        CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
                                        Proposed     Proposed
                                        Maximum      Maximum
                                        Offering    Aggregate      Amount of
Title of Securities    Amount to be    Price Per    Offering     Registration
to be Registered        Registered      Share*       Price*           Fee
- ------------------------------------------------------------------------------
Whittaker Corpora-
tion Common Stock**    50,000 shares  $16.8125       $840,625.00  $210.16
- ------------------------------------------------------------------------------
*Estimated pursuant to Rule 457 of the General Rules and Regulations under the
Securities Act of 1933 solely for the purpose of computing the registration fee,
based on the average of the high and low sale prices of the securities being
registered hereby on the New York Stock Exchange Composite Tape on February 14,
1994.

**Including such additional shares as may result from stock splits, stock
dividends and other anti-dilution adjustments to such shares authorized by the
Whittaker Corporation 1992 Stock Option Plan for Non-Employee Directors.
PART I

                          INFORMATION REQUIRED IN THE
                            SECTION 10(A) PROSPECTUS

          The documents containing the information specified in Part I of Form
S-8 (plan information and registration information) will be sent or given to
employees as specified by Securities and Exchange Commission Rule 428(b)(1).
Such documents need not be filed with the Securities and Exchange Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.  These documents, which include the statement
of availability required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part
II) hereof), taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933.
PART II

                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The Company hereby incorporates by reference into this Registration
Statement the following documents filed by the Company with the Securities and
Exchange Commission:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1993; and

          (b)  The description of the Company's Common Stock, par value $.01 per
share, contained in the Company's registration statement on Form 8-A filed June
21, 1989.

          All documents filed by the Company pursuant to Sections 13, 14 or
15(d) of the Securities Exchange Act of 1934 after the date hereof and before
the filing of a post-effective amendment which indicates that all the securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be 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 other subsequently
filed document which is also incorporated by reference herein modifies or
supersedes such statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Gordon J. Louttit, whose opinion regarding legality of shares is
attached hereto as Exhibit 5, is Vice President, Secretary and the Assistant
General Counsel of the Company.  As of December 31, 1993, Mr. Louttit
beneficially owned 30,070 shares of Common Stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Reference is made to Section 145 of the General Corporation Law of
Delaware and to Article SIXTH  of the Restated Certificate of Incorporation of
the Company as set forth below.

          Section 145 of the General Corporation Law of Delaware provides in
part as follows:

                                       2
"(a)  A corporation may indemnify any person who was or is a party 
     or is threatened to be made a party to any threatened, pending or completed
     action, suit or proceeding, whether civil, criminal, administrative or
     investigative (other than an action by or in the right of the corporation)
     by reason of the fact that he is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the request of the
     corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise, against
     expenses (including attorneys' fees), judgments, fines and amounts paid in
     settlement actually and reasonably incurred by him in connection with such
     action, suit or proceeding if he acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best interests of the
     corporation, and, with respect to any criminal action or proceeding, had no
     reasonable cause to believe his conduct was unlawful.  The termination of
     any action, suit or proceeding by judgment, order, settlement, conviction,
     or upon a plea of nolo contendere or its equivalent, shall not, of itself,
     create a presumption that the person did not act in good faith and in a
     manner which he reasonably believed to be in or not opposed to the best
     interests of the corporation, and, with respect to any criminal action or
     proceeding, had reasonable cause to believe that his conduct was unlawful.

          "(b)  A corporation may indemnify any person who was or is a party or
     is threatened to be made a party to any threatened, pending or completed
     action or suit by or in the right of the corporation to procure a judgment
     in its favor by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation, or is or was serving at the request
     of the corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     expenses (including attorneys' fees) actually  and reasonably incurred by
     him in connection with the defense or settlement of such action or suit if
     he acted in good faith and in a manner he reasonably believed to be in or
     not opposed to the best interests of the corporation and except that no
     indemnification shall be made in respect of any claim, issue or matter as
     to which such person shall have been adjudged to be liable to the
     corporation unless and only to the extent that the Court of Chancery or the
     court in which such action or suit was brought shall determine upon
     application that, despite the adjudication of liability but in view of all
     the circumstances of the case, such person is fairly and reasonably
     entitled to indemnity for such expenses which the Court of Chancery or such
     other court shall deem proper.

          "(c)  To the extent that a director, officer, employee or agent of a
     corporation has been successful on the merits or

                                       3
otherwise in defense of any action, suit or proceeding referred to in
     subsections (a) and (b) of this section, or in defense of any claim, issue
     or matter therein, he shall be indemnified against expenses (including
     attorneys' fees) actually and reasonably incurred by him in connection
     therewith.

                                   .  .  .  .

          "(f)  The indemnification and advancement of expenses provided by, or
     granted pursuant to, the other subsections of this section shall not be
     deemed exclusive of any other rights to which those seeking indemnification
     or advancement of expenses may be entitled under any bylaw, agreement, vote
     of stockholders or disinterested directors or otherwise, both as to action
     in his official capacity and as to action in another capacity while holding
     such office.

          "(g)  A corporation shall have power to purchase and maintain
     insurance on behalf of any person who is or was a director, officer,
     employee or agent of the corporation, or is or was serving at the request
     of the corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     any liability asserted against him and incurred by him in any such
     capacity, or arising out of his status as such, whether or not the
     corporation would have the power to indemnify him against such liability
     under this section.

          "(h)  For purposes of this section, references to "the corporation"
     shall include, in addition to the resulting corporation, any constituent
     corporation (including any constituent of a constituent) absorbed in a
     consolidation or merger which, if its separate existence had continued,
     would have had power and authority to indemnify its directors, officers,
     and employees or agents, so that any person who is or was a director,
     officer, employee or agent of such constituent corporation, or is or was
     serving at the request of such constituent corporation as a director,
     officer, employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise, shall stand in the same position under
     this section with respect to the resulting or surviving corporation as he
     would have with respect to such constituent corporation if its separate
     existence had continued.

          "(i)  For purposes of this section, references to "other enterprises"
     shall include employee benefit plans; references to "fines" shall include
     any excise taxes assessed on a person with respect to any employee benefit
     plan; and references to "serving at the request of the corporation" shall
     include any service as a director, officer, employee or agent of the

                                       4
corporation which imposes duties on, or involves services by, such
     director, officer, employee, or agent with respect to an employee benefit
     plan, its participants or beneficiaries; and a person who acted in good
     faith and in a manner he reasonably believed to be in the interest of the
     participants and beneficiaries of an employee benefit plan shall be deemed
     to have acted in a manner "not opposed to the best interests of the
     corporation" as referred to in this section.

          "(j)  The indemnification and advancement of expenses provided by, or
     granted pursuant to, this section shall, unless otherwise provided when
     authorized or ratified, continue as to a person who has ceased to be a
     director, officer, employee or agent and shall inure to the benefit of the
     heirs, executors, and administrators of such a person."

     Article SIXTH of the Company's Restated Certificate of Incorporation
provides in part as follows:

          "The following provisions are inserted for the management of the
     business and the conduct of the affairs of the Corporation and for the
     further definition of the powers of the Corporation and of its directors
     and stockholders:

                                   .  .  .  .

          "(c)  The Corporation shall indemnify its directors and officers and
     may indemnify any other employees or agents, in each case, to the full
     extent permitted by the General Corporation Law of the State of Delaware,
     as amended from time to time.  No amendment or repeal of this paragraph
     shall affect the obligations of the Corporation to indemnify any director
     or officer of the Corporation with respect to, arising out of or related to
     any event that occurred prior to such amendment or repeal.

          "(d)  The Corporation shall have power to purchase and maintain
     insurance on behalf of any person who is or was a director, officer,
     employee or agent of the Corporation, or is or was serving at the request
     of the Corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     any liability asserted against him and incurred by him in any such capacity
     or arising out of his status as such, whether or not the Corporation would
     have the power to indemnify him against any such liability under the
     provisions of the General Corporation Law of the State of Delaware, as
     amended from time to time.

          "(e)  A director of the Corporation shall not be personally liable to
     the Corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a director,

                                       5
except to the extent such exemption from liability or limitation thereof is
     not permitted under the General Corporation Law of the State of Delaware as
     presently in effect or as the same may hereinafter be amended.  No
     amendment, modification or repeal of this paragraph (e) nor, to the fullest
     extent permitted by law, shall adversely affect any right or protection
     then existing hereunder in respect of any act or omission occurring prior
     to the time of such amendment, modification or repeal."

     As authorized by its Restated Certificate of Incorporation and the laws of
the State of Delaware, the Company has entered into agreements with its
directors and certain officers to indemnify such persons for certain liabilities
which may be incurred by them in the performance of their duties, within
specified limits.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     5    Opinion of Gordon J. Louttit, regarding legality of shares.

     23   Consent of Ernst & Young.

     24   Power of Attorney.

ITEM 9.  UNDERTAKINGS.

     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;

     (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;

     (iii)  To include 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;

     Provided, however, that paragraphs (1)(i) and (1)(ii) do not

                                       6
apply if 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; and

     (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)  The undersigned registrant hereby undertakes that, for purposes 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 an
employee benefit 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.

     (5)  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.

                                       7
SIGNATURES

          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 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 Los Angeles, State of California, on February 15,
1994.

                                 WHITTAKER CORPORATION

                                 By  /s/  Gordon J. Louttit
                                   ------------------------
                                          Vice President

                                       8
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.

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph F. Alibrandi, Thomas A. Brancati
and Gordon J. Louttit, or any of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection herewith, with the Securities and Exchange
Commission, granting unto each of said attorneys-in-fact and agents, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that each of said attorneys-
in-fact and agents, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

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

/s/ Joseph F. Alibrandi                  Director
- -----------------------                                      
JOSEPH F. ALIBRANDI

/s/ George H. Benter, Jr.                Director
- -------------------------              
GEORGE H. BENTER, JR.

/s/ Thomas A. Brancati                   Director
- ----------------------                                  
THOMAS A. BRANCATI

/s/ Walter B. Gerken                     Director
- --------------------                                      
WALTER B. GERKEN                                               February 15, 1994

/s/ Jack L. Hancock                      Director
- -------------------                                            
JACK L. HANCOCK

/s/ Edward R. Muller                     Director
- --------------------                                      
EDWARD R. MULLER

/s/ Gregory T. Parkos                    Director
- ---------------------                                     
GREGORY T. PARKOS

/s/ Malcolm T. Stamper                   Director
- ----------------------                                  
MALCOLM T. STAMPER

/s/ John C. West                         Director
- ----------------                                               
JOHN C. WEST

                                       9
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 
- ---------                     -----                                  ----

/s/ Joseph F. Alibrandi       Principal Executive
- -----------------------       Officer                             
JOSEPH F. ALIBRANDI           
                                                              February  15, 1994
/s/ Ronald E. Wittman         Controller and
- ---------------------         Principal Accounting
RONALD E. WITTMAN             Officer

 

                                       10
EXHIBIT INDEX
Exhibit                                      
 Number                  Description          
- ---------       -----------------------------
5           Opinion of Gordon J. Louttit, 
                Vice President and Assistant  
                General Counsel.............. 
                                              
   23           Consent of Ernst & Young..... 
                                              
   24           Power of attorney (filed as   
                page 9 of this Registration   
                Statement....................
11