SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Levin Jack G

(Last)

(First)

(Middle)

950 TOWER LANE

(Street)

FOSTER CITY

94404

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/21/2004

3. Issuer Name and Ticker or Trading Symbol
WJ COMMUNICATIONS INC [ WJCI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 Par Value	25,492,044	I	See FN 1⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. The Reporting Person is a Member of Fox Paine Capital, LLC ("Capital LLC") and a director of Fox Paine & Co., LLC ("Company LLC"). Capital LLC is (i) the General Partner of Fox Paine Capital Fund, LP and FPC Investors, LP (collectively, the "LPs"), each of which is a direct owner of, respectively, 24,155,413 and 358,422 shares of common stock of the Issuer, and (ii) the manager of WJ Coinvestment Fund I, LLC, WJ Coinvestment Fund II, LLC, WJ Coinvestment Fund III, LC and WJ Coinvestment Fund IV, LLC, which directly own 601,478, 251,155 and 125,576 shares, respectively. Company LLC is the manager of the LPs. On 4/23/2001, WJ Coinvestment Fund II, LLC transferred 1,276,594 shares to certain individuals in which the Reporting Person has no direct or pecuniary interest. As a result, Capital LLC and company LLC may in the aggregate be deemed to own beneficially and indirectly 25,492,044 shares.

	/s/ Rainer N. Growitz by Power of Attorney	07/22/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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