Exhibit 24.2

                       CERTIFIED COPY OF RESOLUTIONS
                                    OF
                          THE BOARD OF DIRECTORS
                                    OF
                            FLUKE CORPORATION


The undersigned being the duly elected Secretary of Fluke Corporation, a 
Washington corporation (the "Company"), does hereby certify that the following 
resolutions were duly adopted by the Board of Directors of the Company on June 
22, 1994, and that said resolutions have not been rescinded or modified and 
are in full force and effect as of the date hereof:

RESOLVED, that the Securities and Exchange Commission (SEC) registration for 
the 1988 Stock Incentive Plan be amended to increase the maximum number of 
shares issuable pursuant to the plan from 600,000 to 1,500,000 shares;

FURTHER RESOLVED, that the Company register an additional 300,000 shares with 
the Securities and Exchange Commission (SEC) related to the Employee Stock 
Purchase Plan;

FURTHER RESOLVED, that Registration Statements or post-effective amendments 
thereto on Form S-8 covering the registration under the Securities Act of 
1933, as amended, of shares of $.25 par value Common Stock of the Company (the 
"Common Stock"), to be offered by the Company, pursuant to the above mentioned 
plans, be prepared by the appropriate Company officers and filed with the 
Securities and Exchange Commission; and that George M. Winn, President and 
Chief Operating Officer, John R. Smith, Vice President, Treasurer, Barry L. 
Rowan, Vice President, Chief Financial Officer, and Douglas G. McKnight, Vice 
President, General Counsel and Corporate Secretary, and each of them, with 
full power to act without the other, be and hereby are authorized to sign (1) 
any and all Registration Statements (or post-effective amendments thereto), on 
Form S-8, with such changes therein as shall be approved by such person 
executing said Registration Statements or Amendments, the execution thereof to 
be conclusive evidence of such approval, and (2) any and all amendments to 
such Registration Statements, on behalf of and as attorneys for the Company 
and on behalf of and as attorneys for the Principal executive officer and/or 
the principal financial officer and/or the principal accounting officer and/or 
any other officer of the Company;

FURTHER RESOLVED, that in connection with the Registration Statements 
described above, the proper officers of the Company be, and each of them 
hereby is, authorized and directed in the name and on behalf of the Company, 
to take any and all actions which they may deem necessary to advisable in 
order to obtain a license or permit, or register or qualify the Common Stock, 
for issuance and sale under the Securities or "Blue Sky" laws of such of the 
states of the United States of America or any other jurisdiction as such 
officer may deem advisable, and in connection with such licenses, permits, 
registrations and qualifications, to execute, acknowledge, verify, deliver, 
file and publish all such applications, reports, issuer's covenants, 
resolutions, irrevocable consents to service of process, surety bonds, powers 
of attorney and other papers and instruments as may be required under such 
laws, and to take any and all further action which may be deemed necessary or 
advisable in order to maintain such registration in effect for as long as they 
may deem it to be in the best interest of the Company; and that the execution 
by such officers of any such papers or instruments or the doing by them of any 
act in connection with the matters hereinabove in this resolution referred to 
shall conclusively establish their authority from the Company and the approval 
and ratification by the Company of the papers and instruments so executed and 
actions so taken;

RESOLVED FURTHER, that the proper officers of the Company and its counsel be 
and they hereby are authorized to take such further action and to execute and 
deliver all such agreements, certificates, instruments and documents, in the 
name and on behalf of the Company and under its corporate seal, and to pay all 
such costs and expenses as in their judgment shall be necessary and advisable 
in order to fully carry out the intent and accomplish the purposes of the 
foregoing resolutions.

IT WITNESS WHEREOF, I have hereunto signed my name this 31st day of 
August, 1994.





                                             /s/ Douglas G. McKnight
                                             Douglas G. McKnight, Secretary
 



 

 




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