SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-K/AAMENDMENT NO. 1

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ý    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

OR

o    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  to

Commission
file number 000-31337

WJ COMMUNICATIONS, INC.

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(Exact name of registrant as specified in its charter)

|DELAWARE(State or other jurisdiction of
incorporation or organization)               |  | 94-1402710(I.R.S. Employer
Identification No.)
|------------------------------------------------------------------------------------ |  | ----------------------------------------------
|401 River Oaks Parkway, San Jose, California(Address of principal executive offices) |  | 95134(Zip Code)                               

(408) 577-6200

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(Registrant's telephone number, including area code)

Securities
registered pursuant to Section 12(b) of the Act: NONE

Securities
registered pursuant to Section 12(g) of the Act: COMMON STOCK $0.01 PAR VALUE

(Title
of class)

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to the
Form 10-K. o

As of June 29, 2003, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of voting stock
held by non-affiliates of the registrant was approximately $15,784,919.

As
of April 23, 2004 there were 60,014,434 shares outstanding of the registrant's common stock, $0.01 par value.

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DOCUMENTS
INCORPORATED BY REFERENCE: None



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WJ COMMUNICATIONS, INC.
FORM 10-K/A ANNUAL REPORT
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
Amendment No. 1

TABLE OF CONTENTS

|         |  |                                                                  |  | Page
|-------- |  | ---------------------------------------------------------------- |  | ----
|PART III
|Item 10. |  | Directors and Executive Officers of the Registrant               |  | 3   
|Item 11. |  | Executive Compensation                                           |  | 8   
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management   |  | 15  
|Item 13. |  | Certain Relationships and Related Transactions                   |  | 16  
|Item 14. |  | Principal Accountant Fees and Services                           |  | 18  
|PART IV 
|Item 15. |  | Exhibits, Financial Statement Schedules, and Reports on Form 8-K |  | 19  

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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/ A ("Amendment No. 1") amends the Registrant's Annual Report on Form 10-K,
as filed by the Registrant on March 29, 2004 (the "Report"), and is being filed solely for the purpose of providing information required by Part III, Item 10 through Item 14 which the
registrant originally intended to incorporate by reference from the registrant's proxy statement for the 2004 Annual Meeting of Shareholders. The reference on the cover of the Report to the
incorporation by reference of Registrant's Definitive Proxy Statement into Part III of the Report is hereby amended to delete that reference. This Report also includes new certifications as
required by Rule 12b-15 under the Securities Exchange Act of 1934 for amendments. Except as otherwise expressly stated herein, this Amendment No. 1 does not reflect events occurring
after the filing of the original Form 10-K, or modify or update in any way disclosures contained in the original Form 10-K.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth information about our directors and executive officers: (ages are as of March 31, 2004)

|Name                       |  | Age |  | Position                                                              
|-------------------------- |  | --- |  | ----------------------------------------------------------------------
|Michael R. Farese, Ph.D.   |  | 57  |  | President, Chief Executive Officer and Director                       
|W. Dexter Paine, III       |  | 43  |  | Chairman of the Board                                                 
|Wray T. Thorn              |  | 32  |  | Director                                                              
|Liane J. Pelletier         |  | 46  |  | Director                                                              
|Bruce W. Diamond           |  | 44  |  | Director                                                              
|Stavro E. Prodromou, Ph.D. |  | 59  |  | Director                                                              
|Dag F. Wittusen            |  | 59  |  | Director                                                              
|Robert N. Lowe, Jr.        |  | 46  |  | Director                                                              
|Fred J. Krupica            |  | 51  |  | Chief Financial Officer                                               
|Javed S. Patel             |  | 48  |  | Senior Vice PresidentSales and Marketing                             
|Thomas R. Kritzer          |  | 50  |  | Senior Vice PresidentCorporate Development                           
|Neil Morris, Ph.D.         |  | 45  |  | Chief Technology Officer                                              
|Ronald N. Buswell          |  | 55  |  | Senior Vice PresidentMarketing and Product Line Management           
|James A. Mravca            |  | 42  |  | Senior Vice PresidentStrategic Marketing and New Business Development
|Robert J. Bayruns          |  | 46  |  | Vice PresidentEngineering                                            
|Michael L. Gabitass        |  | 42  |  | Vice PresidentSupply Chain Management and Quality                    
|Rainer N. Growitz          |  | 48  |  | Vice PresidentFinance and Secretary                                  
|David R. Pulvino           |  | 44  |  | Corporate ControllerPrincipal Accounting Officer                     

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Directors of the Company

Michael R. Farese, Ph.D.was appointed as President and Chief Executive Officer of WJ Communications in March 2002.
Dr. Farese has the strategic and overall operating responsibility for building WJ Communications into a leading provider of semiconductors and IC's for the wireless and wireline communications
industry. Dr. Farese has over thirty years of broad based telecommunications industry experience including an extensive background in cellular and wireless subscriber equipment. Prior to
joining WJ Communications, Dr. Farese held numerous senior management positions including President & CEO, Tropian Inc., Vice President & General Manager-Global Personal
Networks, Motorola, Vice President & General Manager-American Business Group, Ericsson, Vice President, Product Planning & Strategy, Nokia, Executive Director-Business Systems, IT&T and
Division Manger-Networks Business Systems, AT&T. Dr. Farese received a B.S. degree in electrical engineering from Rensselaer Polytechnic Institute, a M.S. degree in electrical engineering from
Princeton University and a Ph.D. in
electrical engineering from Rensselaer. Dr. Farese is also a member of the Board of Directors of Communications Intelligence Corp. (NasdaqSC: CICI).

W. Dexter Paine, III, the Chairman of the Board of Directors and a director since January 2000, is the co-founder of
Fox Paine & Company and has been its President since its inception in 1997. Mr. Paine also serves as a director of Alaska Communications Systems Group Inc. (NasdaqNM: ALSK), the
leading diversified facilities-based telecommunications provider in Alaska and since September 2003 he has served as a director of United National Group, Ltd. (NasdaqUNGL).
From 1994 until founding Fox Paine, Mr. Paine served as a senior partner of Kohlberg & Company. Prior to joining Kohlberg & Company, Mr. Paine served as a general partner
at Robertson Stephens & Company. Mr. Paine has a B.A. in economics from Williams College.

Wray T. Thorn, a director since January 2000, has also been a Director of Fox Paine & Company since January 2000.
Mr. Thorn also serves as a director of Alaska Communications Systems Group Inc. (NasdaqNM: ALSK) and ACS Media, LLC (TSX:AYP.UN). Prior to joining Fox Paine, Mr. Thorn was a
principal and founding member of Dubilier & Company. Prior to joining Dubilier & Company in 1996, Mr. Thorn was an associate in the Acquisition Finance Group of Chase
Securities Inc. Mr. Thorn has an A.B. in government from Harvard University.

Liane J. Pelletier, a director since October 2003, Ms. Pelletier serves as Chief Executive Officer and President of Alaska
Communications Systems (ACS). Prior to joining ACS Ms. Pelletier was with Sprint Corporation for 17 years, most recently as a member of the Executive Management Committee and Chief
Integration Officer. For the three years prior to that appointment, Ms. Pelletier served as Senior Vice President, Corporate Strategy & Business Development. Ms. Pelletier also
served as a Vice President in a wide variety of departments, including corporate strategy, customer acquisition and retention, and marketing positions to both business and consumer customers. She has
worked with all major facets of Sprint's product offerings, including wireless, long distance, and local service. Before joining Sprint, she worked as a consultant at Touche Ross and Temple, Barker,
Sloane. Ms. Pelletier has an MBA from M.I.T. and B.A. from Wellesley College.

Bruce W. Diamond, a director since July 2003, Mr. Diamond is the Chief Operating officer of Zilog Inc. Prior to
joining Zilog in November 2002, he was President and Chief Operating Officer at Sipex Inc. from January 2001 through October 2002. Previously, Mr. Diamond was at
Anadigics where he served as Senior Vice President Operations since October 1997. He received his B.S. in Electrical Engineering from the University of Illinois.

Stavro E. Prodromou, Ph.D.,a director since July 2003, Mr. Prodromou serves as Chief Executive Officer of Alien Technology
Corporation since September 2002. Previously, he was Chairman, President and CEO of Peregrine Semiconductor Corporation, a privately-held developer and manufacturer of RF integrated
circuits for wireless handhelds, base stations and satellite communications, from January 1999 to August 2002. From 1997 to 1998 he served as President and CEO of Integrated Circuit
Systems, a

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publicly-held
manufacturer of high frequency mixed signal ICs. Dr. Prodromou has more than 35 years of experience in technology companies and was the founder & CEO of
Poqet Computer Corporation, maker of the world's first battery powered MS-DOS palmtop computer, and Palo Alto Digital Systems, a technical services firm specializing in power-managed
portable computers. He has also served as Executive VP of Fairchild Semiconductor Corp., Senior Vice President of Mattel Electronics, Division GM of Texas Instruments and Engineering and SBU Manager
at General Electric. Dr. Prodromou received his B.S.E.E. from Rutgers University and his M.S. and Ph.D. from the Polytechnic Institute of New York.

Dag F. Wittusen,a director since July 2003, has over thirty years investment banking experience. He is
currently Chairman and Chief Executive Officer of Aker Finans AS, located in Oslo Norway. Prior to joining Aker RGI in 1996, Mr. Wittusen was co-founder and managing partner of
Orkla Finans. Mr. Wittusen previously served as Senior Vice President of Eksportfinans and on the staff of the World Bank. He received a B.A. degree with Honors in Political Science and
Economics from Brown University and an M.B.A. in International Economics from Princeton University.

Robert N. Lowe, Jr.,a director since July 2003, was the Chief Operating Officer with Fox Paine &
Company from December 2002 to February 2004. Prior to joining Fox Paine, Mr. Lowe was with Arthur Andersen for 21 years where he most recently served as Andersen's Global
Managing Partner, Expansions and Alliances, responsible for developing and executing the firm's global strategic expansion plan. Mr. Lowe also served on several management and leadership teams
within the Andersen organization, including the Global Leadership Team, U.S. Leadership Team, Global Markets and Solutions Team, Managing Partner of the Florida Caribbean Region, U.S. Tax Leadership
Team, Southeast Region Leadership Team, CEO Advisory Council, and the CEO Selection Committee. He is a member of the University of Florida's Warrington College of Business Dean's Advisory Board, and
the University of Florida's School of Accounting Steering Committee. Bob is active with several charities and was formerly Treasurer of the Diabetes Research Institute Foundation. Mr. Lowe is a
Certified Public Accountant and a member of the American Institute of Certified Public Accountants. He has a masters degree and a B.S. degree in Accounting from the University of Florida.

Executive Officers of the Company

Michael R. Farese, Ph.D.was appointed as President and Chief Executive Officer of WJ Communications in March 2002.
Dr. Farese's previous work experience is described above.

Fred J. Krupicawas appointed Chief Financial Officer in December 2002. Mr. Krupica is responsible for directing WJ
Communications' accounting, finance and human resources organizations. Previously Mr. Krupica served as Chief Financial Officer of Magnetic Data Technologies LLC, an international repair
manufacturer that was acquired by Solectron Corporation in June 2002. Prior to that, he was Chief Financial Officer and Chief Operating Officer at Patel Ventures and Founder, President and
Chief Financial Officer of F&G Financial Services. In addition, Mr. Krupica has served in various senior financial management and auditing positions at Atlantic Richfield Co.,
Pullman, Inc. and PricewaterhouseCoopers. Mr. Krupica is a C.P.A. and holds an MBA from the University of California at Los Angeles and a B.S. from the University of Illinois.

Javed S. Pateljoined WJ Communications in August 2002 and serves as Senior Vice President Sales and Marketing responsible for
worldwide business operations including product line management, product marketing, sales management, marketing and business development, and marketing communications for the Company. Before joining
WJ Communications, Mr. Patel was Vice President of Sales and Marketing for Tropian Incorporated, a private RF semiconductor company. Prior to Tropian, Mr. Patel worked for
15 years at Anadigics, a leading RF semiconductor company. At Anadigics, Mr. Patel was a key member of the management team from the company's inception. He was responsible for managing
all aspects of Anadigics marketing, direct and indirect global sales force and field application engineers. Mr. Patel has an

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M.B.A.
degree from Drexel University, Philadelphia, PA, and he received both M.S. and B.S. degrees in electrical engineering from the University of Kansas, Lawrence, KS.

Thomas R. Kritzerhas served as Senior Vice President Corporate Development since October 2003. Prior to this Mr. Kritzer
served in a variety of managerial positions including Executive Vice President Operations and Senior Vice President Semiconductor Products following our recapitalization merger in January 2000.
Mr. Kritzer was one of the first participants in our efforts to create commercial communications products during 1995 from the original defense technology and product base. Since joining WJ
Communications as a member of the technical staff in 1978, Mr. Kritzer has held various technical and managerial positions including product line experience in both the defense and
communications businesses. Mr. Kritzer earned a B.A. in Physics from the University of North Carolina, Chapel Hill and an M.S. in Physics from Purdue University.

Neil Morris, Ph.D.has served as Chief Technology Officer since joining WJ Communications in August 2002. Dr. Morris leads
the activity responsible for establishing and managing the Company's technology roadmap, technical agenda, and evaluating technology based partnerships with leading companies in the semiconductor
industry. Prior to joining WJ Communications, Dr. Morris was Senior Director of Advanced Technology for Philips Semiconductors, a global leader in RF technology, where he was responsible for
the company's semiconductor technology development and support of new
product introductions for advanced wireless and RF applications. Over a five year period, Dr. Morris held various domestic and international management positions at Philips Semiconductors and
was a key contributor to the success of the company's technology portfolio for mobile phone markets (DECT, CDMA, and TDMA applications). Dr. Morris has also held an array of senior management
positions at other leading semiconductor companies including Mitel Semiconductors, Thesys Microelectronic Systems (Germany) and LSI Logic (U.K). Dr. Morris has a Ph.D. in Semiconductors and a
B.Sc. with honors in Electronics from the University of Surrey, United Kingdom.

Ronald N. Buswellwas appointed Senior Vice President of Marketing and Product Line Management in January 2002 and is responsible
for marketing and product line management. Previously Mr. Buswell was Senior Vice President of Semiconductor and Wireless Business Development responsible for sales, marketing and product line
management. From 1997 through 1999, Mr. Buswell was director of original equipment manufacturer products and was responsible for RF integrated assemblies for wireless communications. During
1995 and 1996, Mr. Buswell, as manager of integrated assembly marketing, was responsible for product marketing for our initial wireless communications business. Mr. Buswell received a
B.S.E.E. from Michigan Technological University and an M.S.E.E. from the University of Michigan.

James A. Mravcawas appointed Senior Vice President Strategic Marketing and New Business Development in January 2002. Previously he
served as Senior Vice President Engineering Design and was responsible for all product engineering design functions. Mr. Mravca has also served as Vice President Product Marketing, Vice
President Fiber Optic Business Development, and Vice President Advanced Technology. Prior positions held by Mr. Mravca include director of advanced development, member of technical staff,
engineering and manufacturing management positions. Mr. Mravca joined WJ Communications in 1984. Mr. Mravca received a B.S. in Electrical Engineering from the University of Illinois,
Champaign, IL., and an M.S. in Engineering Management from Stanford University, Palo Alto, Calif.

Robert J. Bayrunsjoined WJ Communications in October 2003 as Vice President of Engineering and is responsible for directing and
managing engineering and developing new technologies and products for the Wireless and RFID markets. He served most recently as Vice President of Engineering and Product Development at
Mobilian Inc. where he helped the company finish their first product and successfully sell the company to INTEL Inc. Previously he was Vice President of Engineering at Tropian, an
advanced wireless communications technology company. Prior to that he was at Anadigics Inc. at its start-up in 1985 where he held a variety of engineering and managerial positions
including Vice President of Business and

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Advanced
Product Development. Mr. Bayruns has published over 30 technical papers, holds 12 U.S. patents and has served on the IEEE ISSCC, IEDM, and MTTS technical program committees.
Mr. Bayruns has a M.S.E.E. from Rutgers University and a B.S. from Spring Garden College.

Michael L. Gabitassserves as Vice President Supply Chain Management and Quality and is responsible for manufacturing, supply management,
material management, manufacturing engineering, and facilities
management. Previously Mr. Gabitass was responsible for establishing the Company's first high volume integrated subsystem manufacturing line. Mr. Gabitass has been with WJ Communications
since 1988 and has also served as a technical staff member and project manager. Mr. Gabitass received a B.S. in Electrical Engineering from the University of California, Los Angeles in 1987.

Rainer N. Growitzwas appointed Vice President Finance and Secretary following our recapitalization merger in January 2000.
Mr. Growitz is responsible for corporate financial planning, forecasting and management for WJ Communications. From 1997 until January 2000, Mr. Growitz served as Director of
Finance. Mr. Growitz joined WJ Communications in 1978 and held a variety of finance, contracts and managerial positions. Mr. Growitz received a B.S. in Accounting from San Jose State
University.

David R. Pulvinowas appointed Corporate ControllerPrincipal Accounting Officer following our recapitalization merger in
January of 2000. Mr. Pulvino is responsible for directing all of our accounting operations. From 1997 through January 2000, Mr. Pulvino served as Director of Accounting.
Mr. Pulvino joined WJ Communications in 1981 and held a variety of accounting and managerial positions. Mr. Pulvino received a B.S. in Accounting from Santa Clara University, California.

Audit Committee and Audit Committee Financial Expert

The Audit Committee is currently composed of directors Prodromou, Thorn, and Wittusen. The Board of Directors has determined that both Messrs. Prodromou
and Wittusen are an "independent director" as that term is defined in Rule 4200(15) of the Nasdaq Marketplace Rules. The Board of Directors also determined that it was in the best interests of
the Company and its stockholders that Mr. Thorn serve on the Audit Committee due to exceptional and limited circumstances. Our Board of Directors has determined that Wray T. Thorn qualifies as
an "audit committee financial expert" as such term is defined in Item 401(h) of Regulation S-K. Stockholders should understand that this designation is a disclosure requirement of
the SEC related to Mr. Thorn's experience and understanding with respect to certain accounting and auditing matters. The designation does not impose on Mr. Thorn any duties, obligations
or liability that are greater than are generally imposed on him as a member of the Audit Committee and Board of Directors, and his designation as an audit committee financial expert pursuant to this
SEC requirement does not affect the duties, obligations or liability of any other member of the Audit Committee or Board of Directors. As a result of being a member of Fox Paine, the beneficial owner
of approximately 42.5% of our common stock, Mr. Thorn is considered an "affiliated person" under Rule 10A-3(b)(1) of the Securities Exchange Act of 1934 and will no longer be
eligible to serve on the Audit Committee as of the date of the 2004 annual stockholders meeting.

Section 16(a) Beneficial Ownership Reporting Compliance

For the fiscal year ended December 31, 2003, the Company believes, based solely on a review of Forms 3, 4 and 5 (including amendments) with which it has
been furnished, that all filings required pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, relating to the Company were timely made with the exception of one late
filing for former director Bentley and one late filing for former director Robinson.

Code of Ethics

The Company has adopted a written code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer,
responsive to Section 406 of the Sarbanes-Oxley

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Act
of 2002 and the rules of the SEC. A copy of our code of ethics which is captioned "Senior Financial Officer Code of Business Conduct and Ethics Policy" is posted and publicly available on the
Company's internet website atwww.wj.com. This website address is intended to be an inactive, textual reference only; none of the material on this
website is part of this report. If there are any amendments to or waivers, of the code of ethics, we intend to promptly disclose the nature of any such amendment or waiver on our website.

Item 11. EXECUTIVE COMPENSATION

Compensation of Directors

General

Directors who are officers of the Company do not receive any additional compensation for their services as a director. Non-employee directors are
eligible to participate in the WJ Communications, Inc. amended and restated 2000 Non-Employee Director Stock Compensation Plan (the "Non-Employee Director Plan")
approved by the stockholders at the Company's 2003 annual meeting:



Option Vesting

Options to purchase shares of Common Stock issued pursuant to the Non-Employee Director Plan will vest and become exercisable in cumulative annual
installments of 25% on each of the first, second, third and fourth anniversaries of the date of the grant of the option, unless a change in control (as defined in the Non-Employee Director
Plan) occurs, whereby all options vest and become immediately exercisable in exchange for the per share consideration to be received in the change in control by holders of Common Stock, or the cash
equivalent of the same, at the discretion of the Board of Directors or any committee thereof to which the Board delegates administration of the Non-Employee Director Plan (the "Plan
Administrator").

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Deferral

Each non-employee director may elect to defer receipt of all or a portion of the cash otherwise payable. In the event such an election is made, the
electing non-employee director will receive his or her cash in one or a series of distributions to commence as soon as practicable following the date of termination of his or her
directorship. In the event a change in control occurs, all deferred cash is distributed to the electing non-employee director.

Compensation of Executive Officers

The following table sets forth the compensation earned for services rendered to the Company in all capacities for the fiscal years ended December 31, 2003,
2002 and 2001 by the Company's Chief Executive Officer and its four next most highly compensated executive officers who earned more than $100,000 during the fiscal year ended December 31, 2003
(the "Named Officers").

|                                                                  |  |                |  |                         |  |                  |  | Long-Term Compensation |  |              
|----------------------------------------------------------------- |  | -------------- |  | ----------------------- |  | ---------------- |  | ---------------------- |  | -------------
|
|
|
|Current Officers:                                                 |  |                |  |                         |  |                  |  |                        |  |              
|Michael R. Farese, Ph.D.
President and Chief Executive Officer(3) |  | 2003
2002
2001 |  | 350,000
282,702
       |  | 40,000
250,000
 |  | 

                  |  | 
2,000,000

|Javed S. Patel
Senior Vice President, Sales and Marketing(4)      |  | 2003
2002
2001 |  | 221,932
78,565
        |  | 23,000
8,000
   |  | 
75,000
             |  | 
600,000
  
|Neil Morris, Ph.D.
Chief Technical Officer(5)                     |  | 2003
2002
2001 |  | 215,020
78,565
        |  | 14,000
8,000
   |  | 

                  |  | 
600,000
  
|Fred J. Krupica
Chief Financial Officer(6)                        |  | 2003
2002
2001 |  | 200,044
7,694
         |  | 22,000

       |  | 

                  |  | 600,000

  
|Thomas R. Kritzer
Senior Vice President, Corporate Development    |  | 2003
2002
2001 |  | 200,200
200,200
200,200 |  | 10,000
24,024
  |  | 

                  |  | 

70,000   

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Option/SAR Grants in Last Fiscal Year.The following table sets forth grants of options to purchase shares of Common Stock
during the fiscal year ended December 31, 2003 to each of the Named Officers:

|Individual Grants                                              |  | Potential Realizable Value
At Assumed Annual Rates
Of Stock Price Appreciation
For Option Term
|-------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------
|
|Current Officers:                                              |  |                                                                                               
|Michael R. Farese, Ph.D.
President and Chief Executive Officer |  |                                                                                              
|Fred J. Krupica
Chief Financial Officer                        |  | 600,000                                                                                       
|Javed S. Patel
Senior Vice President, Sales and Marketing      |  |                                                                                              
|Thomas R. Kritzer
Senior Vice President, Corporate Development |  |                                                                                              
|Neil Morris, Ph.D.
Chief Technical Officer                     |  |                                                                                              

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Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values.The following table
sets forth information with respect to the Named Officers concerning option exercises for the fiscal year ended December 31, 2003, and exercisable and unexercisable options held as of
December 31, 2003:

|Name                                                           |  | Shares Acquired
On Exercise (#) |  | Value
Realized |  | Number of Securities
Underlying
Unexercised
Options/SARs at
Fiscal Year-End(#)
Exercisable/Unexercisable |  | Value of Unexercised
In-the-Money
Options/SARs at
Fiscal Year-End($)
Exercisable/Unexercisable
|-------------------------------------------------------------- |  | ------------------------------- |  | -------------- |  | -------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------
|Current Officers:                                              |  |                                 |  |                |  |                                                                                                          |  |                                                                                               
|Michael R. Farese, Ph.D.
President and Chief Executive Officer |  |                                |  |               |  | 1,000,000 / 1,000,000                                                                                    |  | $                                                                                             
|Fred J. Krupica
Chief Financial Officer                        |  |                                |  |               |  | 150,000 / 450,000                                                                                        |  | $                                                                                             
|Javed S. Patel
Senior Vice President, Sales and Marketing      |  |                                |  |               |  | 158,332 / 470,846                                                                                        |  | $                                                                                             
|Thomas R. Kritzer
Senior Vice President, Corporate Development |  |                                |  |               |  | 564,779 / 788,000                                                                                        |  | $                                                                                             
|Neil Morris, Ph.D
Chief Technical Officer                      |  |                                 |  |                |  | 150,000 / 450,000                                                                                        |  | $                                                                                             

Equity Compensation Plan Information

Equity Compensation Table.The following table sets forth information as of December 31, 2003, with respect WJ
Communication's equity compensation plans.

|Plan Category                                             |  | Number of Shares of
Common Stock to be
Issued Upon Exercise
of Outstanding
Options and Rights |   | Weighted-Average
Exercise Price of
Options Outstanding |      | Number of Shares of Common
Stock Remaining Available for
Future Issuance Under Equity
Compensation Plans
(Excluding Shares Reflected
in the First Column) |            
|--------------------------------------------------------- |  | --------------------------------------------------------------------------------------------- | - | ------------------------------------------------------ | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------
|Equity Compensation Plans Approved by Stockholders(1)     |  | 12,233,856(2                                                                                  | ) | $                                                      | 1.88 |                                                                                                                                                           | 3,930,635(3
|Equity Compensation Plans Not Approved by Stockholders(4) |  | 115,000                                                                                       |   | $                                                      | 3.03 |                                                                                                                                                           | 1,883,000  

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Employment Contracts and Change in Control Arrangements

Employment Agreement with Michael R. Farese Ph.D.Under the employment agreement between the Company
and Dr. Farese, effective as of February 28, 2002, Dr. Farese is employed to serve as the Company's Chief Executive Officer and President for a three-year period with
automatic one-year extensions, unless either the Company or Dr. Farese gives no less than 90 days advance written notice of an intention not to extend the term.
Dr. Farese's initial annual base salary was set at $350,000, which may be increased in the years following the first year of employment, but may not be decreased. Dr. Farese is eligible
for an annual bonus with a target bonus equal to 100% of his annual base salary for each fiscal year if the Company meets business targets determined by it in good faith. Dr. Farese's
employment agreement also provides for other benefits including the right to participate in fringe benefit plans, life and disability

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insurance
plans, expense reimbursement, reimbursement for documented supplemental life insurance, club dues, estate and tax planning, and vacation in accordance with the Company's top management
vacation policy.

On
March 4, 2002, the Company loaned Dr. Farese, $90,000 pursuant to a promissory note executed by Dr. Farese. Interest on the unpaid principal amount of the note
shall accrue at an annual rate equal to one half of one percent (1/2%) above the applicable federal rate as defined under Section 12274(d) of the Internal Revenue Code. All
unpaid principal and unpaid interest are due and payable in full on the third anniversary of the note. Dr. Farese paid the principal and unpaid interest on the note in full in May 2003.

Under
Dr. Farese's employment agreement, if his employment is terminated by him for good reason or by the Board of Directors without cause, or if the Board of Directors elects not
to extend the employment period upon its expiration, Dr. Farese is entitled to receive:



Alternatively,
if his employment is terminated within six months of the occurrence of a change of control, Dr. Farese is entitled to receive:



Dr. Farese's
employment agreement also provides that during the 12-month period following any termination of his employment, Dr. Farese will not directly,
indirectly or as an agent on behalf of or in conjunction with any person, firm, partnership, corporation or other entity:



The
employment agreement with Dr. Farese also provides for the protection of the Company's confidential information and for the ownership by the Company or the assignment to us of
any employment-related inventions of Dr. Farese.

Employment Agreements with Thomas R. Kritzer, Javed S. Patel, Neil Morris, and Fred J. Krupica.The Company entered into employment
agreements with Thomas R. Kritzer, Javed S. Patel, Neil Morris and

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Fred
J. Krupica on January 31, 2000, August 12, 2002, August 12, 2002 and December 9, 2002 respectively. These agreements employ Messrs. Kritzer, Patel, Morris and
Krupica to the executive offices set forth under the "Management-Executive Officers," and is substantially similar to that of Dr. Farese, except as follows:



Compensation Committee Interlocks and Insider Participation

Messrs. Paine, Robinson, and Thorn served as members of the Compensation Committee of the Company's Board of Directors during the fiscal year ended
December 31, 2003. None of these individuals was an officer or employee of the Company or of any of its subsidiaries during the fiscal year ended December 31, 2003, or ever has been an
officer of the Company or any of its subsidiaries. Messrs. Paine and Thorn are affiliated with Fox Paine. See Item 13 "Certain Relationships and Related Transactions" for information regarding
Fox Paine.

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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists, as of April 23, 2004, information as to the beneficial ownership of Common Stock by (i) each of the Company's directors
and nominee for directorship, (ii) each executive officer of the Company for whom information is given in the Summary Compensation Table under "Compensation of Executive Officers" below,
(iii) all directors and executive officers as a group, and (iv) each person or entity believed by the Company to beneficially own more than five percent (5%) of the Common Stock
outstanding. Except as otherwise indicated in the footnotes below, each beneficial owner has the sole power to vote and to dispose of all shares held by that holder. In each instance, information as
to the number of shares owned and the nature of ownership has been provided by the individuals identified or described and is not within the direct knowledge of the Company.

|Name and Address of Beneficial Owner(1)                           |  | Amount and Nature
of Beneficial
Ownership(2) |  | Percent of
Common Stock(2) |  
|----------------------------------------------------------------- |  | -------------------------------------------- |  | -------------------------- | -
|Fox Paine Capital, LLC(3)                                         |  | 25,492,044                                   |  | 42.5                       | %
|Fox Paine Capital Fund, L.P.(3)                                   |  | 24,155,413                                   |  | 40.2                       | %
|FPC Investors, L.P.(3)                                            |  | 358,422                                      |  | *                          |  
|Kopp Investment Advisors, LLC(4)                                  |  | 4,814,450                                    |  | 8.0                        | %
|W. Dexter Paine, III(5)                                           |  | 25,539,673                                   |  | 42.5                       | %
|Wray T. Thorn(6)                                                  |  | 25,551,880                                   |  | 42.5                       | %
|Robert N. Lowe Jr.                                                |  |                                             |  | *                          |  
|Liane J. Pelletier                                                |  |                                             |  | *                          |  
|Bruce W. Diamond                                                  |  |                                             |  | *                          |  
|Stavro E. Prodromou, Ph.D.                                        |  | 5,000                                        |  | *                          |  
|Dag F. Wittusen                                                   |  |                                             |  | *                          |  
|Michael R. Farese, Ph.D.(7)                                       |  | 1,700,000                                    |  | 2.8                        | %
|Fred J. Krupica(8)                                                |  | 150,000                                      |  | *                          |  
|Javed S. Patel(9)                                                 |  | 241,652                                      |  | *                          |  
|Thomas R. Kritzer(10)                                             |  | 940,351                                      |  | 1.6                        | %
|Neil Morris, Ph.D.(11)                                            |  | 150,000                                      |  | *                          |  
|*All directors and executive officers as a group (19 persons)(12) |  | 30,238,174                                   |  | 47.3                       | %

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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Management Agreement

On January 31, 2000, Fox Paine Capital Fund, an investment fund managed by Fox Paine & Company, LLC ("Fox Paine & Company" or "Fox Paine"),
became the controlling stockholder of the Company. Fox Paine Capital Fund acquired its controlling position in an all cash merger between FP-WJ Acquisition Corp. and the Company, then
called Watkins-Johnson Company (the "Recapitalization Merger"), whereby Fox Paine Capital Fund and its co-investors paid a total of approximately $50.8 million for approximately
91.1% of the Common Stock of the Company (or $41.125 per pre-split share as the Common Stock was then constituted). Messrs. Paine and Thorn are affiliated with Fox Paine.

As
part of the Recapitalization Merger, the Company entered into a management agreement with Fox Paine & Company. Since the Recapitalization Merger, and for each subsequent year,
the Company will pay

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Fox
Paine a fee in the amount of 1% of the Company's net income before interest expense, interest income, income taxes, depreciation and amortization and equity in earnings (losses) of minority
investments, calculated without regard to the fee. The Company believes the fee represents fair value for the services rendered by Fox Paine to the Company. In exchange for its management fee, Fox
Paine assists the Company with its strategic planning, budgets and financial projections and helps the Company identify possible strategic acquisitions and recruit qualified management personnel. Fox
Paine also assists in customer and supplier relationships on behalf of the Company and consults with the Company on various matters including tax planning and public relations strategies, economic and
industry trends and executive compensation. Due to the Company's loss incurred in 2001 and 2002, no management fees were paid to Fox Paine for the years ended December 31, 2002 and
December 31, 2003. The Company has agreed to reimburse Fox Paine for its expenses incurred in providing these services. The Company paid Fox Paine approximately $6,000, $82,000 and $25,000 for
the reimbursement of expenses incurred by Fox Paine for the years ended December 31, 2003, December 31, 2002 and December 31, 2001, respectively.

Fox
Paine will continue to provide management services under this agreement until its affiliates no longer own shares of Common Stock or are no longer represented on the Board of
Directors. The management agreement with the Company is similar to those entered into between Fox Paine and each of the other companies acquired by Fox Paine's affiliates. In connection with this
agreement, the Company has agreed to indemnify Fox Paine against various liabilities that may arise as a result of the management services it will perform for the Company. The Company has also agreed
to reimburse Fox Paine for its expenses incurred in providing these services.

Shareholders' Agreement

On January 31, 2000, the Company entered into a shareholders' agreement with Fox Paine Capital Fund, investors affiliated with Fox Paine Capital Fund and
several non-fund investors, including co-investors, the Watkins Trust and certain employees of the Company. Under the shareholders' agreement, subject to limited exceptions:



In
the event that either Fox Paine Capital Fund and its affiliates or the Watkins Trust makes a demand for registration, the Company has agreed to pay all expenses related to that
registration. The Company has also agreed to indemnify Fox Paine Capital Fund and the Watkins Trust against various liabilities associated with such registration.

The
shareholders' agreement also provides that the Company's stockholders who are a party to the agreement will vote their shares in order to ensure that if and to the extent Fox Paine
Capital Fund owns shares of Common Stock, Fox Paine Capital Fund will be represented on the Board of Directors.

Fox
Paine and The Watkins Trust exercised registration rights in connection with the secondary underwritten public offering that we completed January 28, 2004.

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Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

Aggregate fees billed to the Company for 2003 and 2002 by the Company's principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte
Touche Tohmatsu, and their respective affiliates (collectively, the "Deloitte Entities") for professional services rendered for the audit of the Company's annual financial statements, the reviews of
the financial statements included in the Company's Quarterly Reports on Form 10-Q and the filing of Registration Statements with the Securities and Exchange Commission for those
years were $248,687 and $213,197, respectively.

Audit-Related Fees

Aggregate fees billed by the Deloitte Entities were for audit-related services $15,810 and $10,000 in 2003 and 2002, respectively.

Tax Fees

Tax compliance and tax consulting services from the date that the Deloitte Entities were appointed as the Company's independent auditors through the remainder
2002 and throughout 2003 were $222,056 and $152,521, respectively. Prior to their appointment as the Company's independent auditors, the aggregate fees billed by the Deloitte Entities during 2002 for
such services were $72,665.

All Other Fees

Services rendered by the Deloitte Entities, for miscellaneous service other than the services described above under "Audit Fees," "Audit-Related Fees" and "Tax
Fees," were $33,958 for 2003. There were no fees related to 2002.

The
Audit Committee has considered whether the provision of non-audit services is compatible with maintaining the principal accountant's independence and has concluded that
the non-audit services provided by the Deloitte Entities are compatible with maintaining the Deloitte Entities' independence.

Pre-Approval Policies and Procedures

The Audit Committee approves in advance all audit and permissible non-audit services to be performed by the Company's independent auditors. The Audit
Committee considers whether the provision of any proposed non-audit services is consistent with the SEC's rules on auditor independence and has pre-approved certain specified
audit and non-audit services to be provided by the Deloitte Entities for up to twelve (12) months from the date of the pre-approval. If there are any additional services
to be provided, a request for pre-approval must be submitted by management to the Audit Committee for its consideration. The Audit Committee pre-approved all of the services
performed in 2003 by the Deloitte Entities relating to the "Audit Fees," "Audit-Related Fees," "Tax Fees" and "All Other Fees" described above as required by the Sarbanes-Oxley Act of 2002.

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PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 28th day of April 2004.

|                    | WJ COMMUNICATIONS, INC.
(Registrant)
|------------------- | ------------------------------------
|Date April 28, 2004 | By:                                 

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