Date:    12/17/97  10:08 AM

Subject: s7-26-97 / Watkins-Johnson Company

     December 15, 1997
     
     
     Mr. Jonathan G. Katz
     Secretary
     Securities and Exchange Commission
     
     Dear Mr. Katz:
     
     This letter responds to the SEC call for comment on two bills 
     introduced by Representative Paul Gillmor -- H.R. 944 and H.R. 945.  I 
     will follow it with a formal letter.
     
     While Watkins-Johnson Company does not make large contributions to 
     charities, we think that the philosophy of the bills is not correct.  
     In support of this thinking please consider the following:
     
     1. These bills, particularly H.R. 945, would have the effect of 
     eliminating corporate contributions except for the most 
     non-controversial recipients at a time when Corporate America is 
     receiving growing calls for support from a wide range of nonprofit 
     organizations servicing philanthropic needs with our society.
     
     2. The magnitude of corporate contributions in relation to other 
     corporate expenditures is insignificant.  We do not believe that they 
     justify, from a policy prospective, being singled out for specific 
     disclosure in the proxy.
     
     3. Data from the American Society of Corporate Secretaries and the 
     Investor Responsibility Research Center clearly show that when 
     shareholders have been called upon to vote on proposals requiring 
     additional disclosure of charitable contributions they have 
     overwhelmingly voted against such additional disclosure.
     
     4. H.R. 945 goes against the principles of corporate law and 
     governance which hold that the business operations of a company -- 
     including the determination of charitable contributions -- are the 
     responsibility of management.
     
     In summary, neither of these two bills will in anyway enhance a 
     corporation's citizenship role in providing contributions to the 
     nonprofit sector.  This sector provides for many needs of our society 
     that are not otherwise supported through other means.  Additionally, 
     the bills are overly bureaucratic, intrusive on the legal 
     responsibilities of corporate management, and provide no real benefit 
     to shareholders.
     
     Very truly yours,
     Frank E. Emery
     Watkins-Johnson Company
     Manager, Corporate Planning and Communications