SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] Annual report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended May 28, 1994 or
[ ] 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 1-4837

TEKTRONIX, INC.
(Exact name of Registrant as specified in its charter)

Oregon 93-0343990
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

26600 S.W. Parkway Avenue
Wilsonville, Oregon 97070
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (503) 627-7111

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class which registered
___________________ ________________________
Common Shares, New York Stock Exchange
without par value Pacific Stock Exchange

Series A No Par Preferred New York Stock Exchange
Shares Purchase Rights Pacific Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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 (or for such shorter
period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X . No .
__________ ___________

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
this Form 10-K or any amendment to this Form 10-K. [ ]

The aggregate market value of the voting stock held by non-

affiliates of the Registrant was approximately $900,107,115 at August 1,
1994.

At August 1, 1994 there were 30,103,851 Common Shares of the
Registrant outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
___________________________________

Document Part of 10-K into which incorporated
________ ____________________________________
Registrant's Proxy Statement Part III
dated August 3, 1994

1994 Annual Report to Shareholders Parts I, II and IV

PART I

Item 1. Business.

Tektronix is an Oregon corporation organized in 1946. Its principal
executive offices are located at 26600 S.W. Parkway Avenue, Wilsonville,
Oregon 97070, approximately 18 miles south of Portland. Its telephone number
is (503) 627-7111. References herein to "Tektronix" or the "Company" are to
Tektronix, Inc. and its wholly-owned subsidiaries unless the context indicates
otherwise.

Tektronix' products cover a wide range of electronic equipment. The
Company's products may be grouped into four classes of similar products as
follows: (i) measurement business products, (ii) color printing and imaging
products, (iii) video systems products, and (iv) network displays products.
Measurement business products include digital and analog oscilloscopes,
general purpose test instruments, television waveform monitors, vectorscopes,
signal generators, automated test equipment, logic analyzers, card-modular
test instruments, spectrum analyzers, cable testers, optical fiber testers,
cameras, probes and related products. Color printing and imaging products
include color printers and related products and supplies. Video systems
products include studio production equipment, signal processing and
distribution equipment, transmission systems and related products. Network
displays products include graphics terminals and related products.

Products
________

The table below sets forth the contribution to total net sales of
the Company's product groupings for the last three fiscal years (in thousands
of dollars).

Measurement Color Printing
Business and Imaging Video Systems Network Displays Other
Products Products Products Products Products <F1>
_______________ _________________ _____________ ________________ _______________

Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent
______ _______ ______ _______ ______ _______ ______ _______ ______ _______

1992 $761,642 58.7% $197,079 15.2% $151,534 11.7% $90,386 7.0% $96,602 7.5%

1993 $704,396 54.1% $248,413 19.1% $162,938 12.5% $87,928 6.7% $98,703 7.6%

1994 $664,048 50.4% $313,502 23.8% $152,441 11.5% $89,378 6.8% $98,635 7.5%
____________
<FN>
<F1>(1) The Other product grouping includes the historic net sales to third
parties by the non-strategic components and other business operations
that the Company divested in 1994 and early 1995 or intends to divest in
the near future. During 1994, the Company sold its integrated circuits
operation to Maxim Integrated Products, Inc. and transferred its
hybrid circuits operation to a joint venture with Maxim, and in early
1995 completed the sale of approximately 65% of the stock of its
printed circuit board operation in the initial public offering of
Merix Corporation.

Measurement Business Products
_____________________________

Because of their wide range of capabilities, measurement business
products are used in a variety of applications, including research, design,
testing, installation, manufacturing and service in the computer, military,
commercial aerospace, telecommunications, television, process control and
automotive industries.

Tektronix pioneered the development of high precision oscilloscopes
over 45 years ago, and the oscilloscope is the Company's primary measurement
product. Oscilloscopes are used by engineers and technicians when an
electrical signal needs to be viewed, measured, tested or calibrated.
Oscilloscopes are used extensively in the computer, communications, aerospace
and other industries for design, manufacturing and maintenance. In addition
to electrical signals, oscilloscopes can be adapted to measure mechanical
motion (vibration), sound, light, heat, pressure, strain and velocity.

Oscilloscopes produce graphic representations of electrical signals
on a cathode ray tube or other display device. Normally, the display shows
the signal as a graph of its amplitude over a certain period of time, which
may range from minutes to less than a billionth of a second. Oscilloscopes
provide a convenient way to visually monitor and interpret analog electrical
fluctuations, mechanical motion and sound.

The development of the microprocessor and associated growth in
microprocessor-based devices stimulated both the existing analog markets and
new digital markets. In addition, the microprocessor made possible
significant improvements in oscilloscope design and performance. Most of the
oscilloscopes and other measurement products manufactured by Tektronix feature
digital storage and conversion functions, programmable operations, the ability
to work in conjunction with personal computers and workstations and
combinations of these capabilities. In addition, trends toward smaller
microelectronic devices have opened new segments for specialized measurement
equipment probes and other related equipment, such as connectors, adapters and
cards, and cameras and plotters to record displayed waveforms.

Recently, Tektronix redesigned a substantial portion of its
oscilloscope product line to provide a consistent "architecture" across
products and to enhance ease of use. Because the Company manufactures
oscilloscopes in a wide range of configurations, bandwidths and other
performance characteristics and in sizes ranging from hand-held to large
laboratory units, this redesign provides customers with reduced learning time
and higher productivity. The redesign also reduces the time required by the
Company to develop new products because many essential

user interface aspects have been standardized. Some elements of this redesign
also have been patented and provide the Company with certain competitive
advantages.

The Company also offers modular instruments delivered on printed
circuit cards that can be mixed and matched by customers and plugged directly
into the backplane of industry-standard VXI-based card cages. These are
controlled by personal computers or workstations to form complete instrument
systems tailored to customers' particular requirements. A number of
measurement products are now available in the VXI standard, which products are
used primarily in manufacturing applications. Tektronix has been instrumental
in the development of VXI-based hardware and software industry standards.

Measurement business products also include television test products,
formerly reported as Television Systems products. Television test products
include vectorscopes, waveform monitors, signal generators, automated test
equipment, demodulators, aural modulation monitors and synchronizers which are
used primarily by the television industry to test and display the quality of
video and audio signals. The resolution of images and the fidelity of sounds,
as well as the stability of the signals that carry them, are essential to
program quality. Tektronix' television test products excel at the many forms
of test and measurement vital to creating and maintaining signals of the
highest quality.

Market changes are driving the development of new categories of
products from Tektronix. The proliferation of electronic technology is
requiring technicians and craftspeople to use smart electronic tools for
electronic problem detection in areas such as automotive and electrical
equipment repair and maintenance. TekTools(tm), Tektronix' new line of
handheld, smart and rugged products, are designed specifically for these
markets. Under the TekTools brand are a number of products such as a family
of Digital Multimeters and a new line of products, the TekMeter(tm) family,
that combine the functionality of a multimeter and oscilloscope into one
product, and a number of accessories. An automotive version of the TekMeter
has been developed for automotive electronic troubleshooting and repair and
is being distributed to automotive service centers through third party
distributors that specialize in distribution to the automotive market.
Currently, the TekTools product family includes products priced from below
$100 up to about $2,000.

While TekTools are battery powered portable products, the Company
also markets a line of lower priced benchtop basic instruments such as
frequency counters, multimeters, power supplies and oscilloscopes.
Applications include education, light manufacturing, electronic trouble
shooting and basic electronic design.

Other measurement business products include logic analyzers,
spectrum analyzers and cable and fiber optic testers.

Logic analyzers are a principal tool for electronic designers,
engineers and technicians in testing and trouble-shooting computers, computer
peripheral devices and digital electronic systems and instruments. Logic
analyzers capture, display and examine streams of data coded as binary digits
(bits), which are transmitted simultaneously over many channels. The
Company's Digital Analysis System (DAS), a broad application logic analyzer,
combines logic analysis and pattern generation by using card modular plug-in
units to permit a range of performance in one system. The DAS is also used by
software engineers in the development and optimization of microprocessor based
designs.

Spectum analyzers are used in communications and other industries to
display and measure signal amplitude versus frequency rather than amplitude
versus time (the latter being what an oscilloscope displays). It is an
essential tool used to design, check and adjust communications transmitting
and receiving equipment.

Products designed for the telecommunications industry play an
increasingly important role in the Company's measurement business portfolio.
Tektronix is a leading supplier of a broad range of test solutions for
emerging networks, designed for ensuring integrity and optimizing performance
of networks, and verifying design and assuring quality of communications
equipment. Cable testers and fiber optic testers use time-domain-
reflectometry techniques to locate faults in metallic and fiber optic cables.
Essentially, these instruments send signals from one end of a cable and then
measure the reflection time of the signals to determine the location of the
fault. Cable testers and fiber optic testers are widely used in the
telecommunication and cable television industries. The Company also has
developed a series of products for SDH or SONET transmission testing in the
telecommunications industry.

Other measurement business products include digitizers, signal
sources, curve tracers and modular lines of general purpose test instruments.

Color Printing and Imaging Products
___________________________________

Tektronix' color printing and imaging products include color
printers and related products and supplies.

Color printers produce full color hard copies of images produced by
personal computers, workstations and terminals. Most of the Company's
printers are compatible with the Postscript industry standard page description
language, which specifies how an image is transferred to hard copy. By
adopting the Postscript

standard, color printers can be used in conjunction with a wide range of
third-party graphics software. Tektronix produces color printers using
thermal wax, phase change ink jet and dye sublimation color transfer
technologies. The printers are controlled by software designed and
implemented by the Company. Tektronix has developed proprietary technology
that uses solid sticks of ink, of the Company's own formulation, that are
melted and then jetted onto the paper. This technology produces vivid and
stable images, allows printing on plain rather than coated paper and can be
applied to a wide range of sizes and gauges of paper.

The use of color in computing and printing has been stimulated by
enhancements in the underlying microprocessor technology of personal computers
and workstations, by increasingly larger system and peripheral storage
capabilities, and by enhancements in computer display capability. As personal
computers increasingly become capable of displaying images (instead of just
characters), there has been an accompanying growth in demand for printers that
can print such images in color. This demand has been especially strong in
certain scientific and engineering segments and in the graphic arts segment,
where color has typically been a strong element of the way information is
conveyed. The Company's printers are used in a number of environments,
including office, graphic arts and engineering applications.

The purchase of a printer has typically been the second largest
dollar expense of a personal computer user, second only to the basic computer
system. While a substantial majority of the spending on printers has been
directed to black and white (monochrome) printers, color printers have been a
rapidly growing segment of the total printer market. As color printer
technology advances and as prices for color printers approach the costs of
higher performance monochrome printers, the market for color printers can be
expected to show continued growth. In the past, there have been two
significant areas of application for color printers. The first type of
application is characterized by high quality output and higher prices, and
color printers in this application are used to produce very high quality
images that approach the quality of four-color offset printing. The second
type of application is characterized by color text and images approaching the
resolution of monochrome ink jet and laser printers and lower user costs.
Tektronix participates primarily in the second application area, with products
that range in price from approximately $3,000 (suggested list price) up to
approximately $15,000. Products in the first application area typically sell
for three to ten times more than the prices of the products in the second
application area.

While the market for color printers is currently growing rapidly, it
is still much smaller than the market for

monochrome printers. Moreover, it is characterized by intense and increasing
competition, resulting in a competitive pricing environment. Because the
market for color hard copy is still small compared to the market for
monochrome printers, distribution of products from manufacturer to end user
is less efficient. The Company expects distribution channels to expand as
color hard copy becomes a more prominent feature in computer applications.

Also included in color printing and imaging products are supplies
for use with the Company's color printers, including inks, ribbons and paper.
These supplies are a very significant source of ongoing color printing and
imaging revenue.

Video Systems Products
______________________

The increasing use of television to communicate a broad array of
information and entertainment has created markets for a number of products
that support the development of "content" for distribution by television
signals. As television distribution systems become more powerful, there is
greater potential for increased usage via integration of computer applications
with television. Those trends, coupled with the increasing use of cable and
satellite to distribute content, are expanding the market for Tektronix' video
systems products. These trends may result in increased demand for lower cost
production products based on industry standard platforms and for systems that
support the development and distribution of new forms of content, such as
multimedia products.

Most video systems products are from The Grass Valley Group, Inc.
("Grass Valley"), a wholly-owned subsidiary of the Company based in California
that manufactures products used by the television industry for program
production and distribution. Grass Valley products include studio production
equipment, signal processing and distribution equipment and transmission
systems. Studio production equipment is used in the creative process of
television program production and assembly. Production equipment products
include production switchers, special effects devices and editing controllers.
Production switchers allow an operator to select signals from various sources,
such as cameras, video tape recorders and network or remote transmissions, and
to combine these signals into the continuous program seen by the viewing
audience. Grass Valley also manufactures electronic graphics systems which
are used to create video titles and graphics for use in television program
production. Signal processing and distribution equipment is used in the
process of moving signals within a television production facility or between
facilities. Such equipment includes routing switchers, amplifiers, timing
systems and signal conversion devices. Transmission systems are used in the
process of transporting

signals between facilities. Transmission system products include fiber optic
video transmitter/receiver systems, digital video coders/decoders,
cross-connect switches and interactive conferencing systems including distance
learning systems. Grass Valley's customers include the television networks,
local television stations, post-production houses (which assemble commercials
and television programs from recorded footage), telephone and cable companies
and corporate and educational users.

Other video systems products include the Company's new Profile (tm)
product which is a disk-based, multi-channel video storage and playback system
for use by television broadcasters in video library systems.

Network Displays Products
_________________________

The Company's major network displays product line is its X
terminals, which are standards-based graphics terminals that also provide
multiple windowing and networking capability. The Company's X terminals
connect users with a host computer and other devices, such as a printer, that
make up a computing system. Many X terminal applications involve a central
"server" (containing applications and data) connected to multiple terminals,
thereby allowing a number of users to access those applications and data. The
Company no longer manufactures its older line of proprietary graphics
terminals, but it still has a service business for its installed base for such
products. This service business has continually declined as the installed
base of these proprietary graphics terminals declines.

X terminal products are based on standard architecture originally
developed by the Massachusetts Institute of Technology. As a result, it is
difficult for any manufacturer to develop a proprietary advantage in either
the underlying hardware or in elements of the operating system. As a result,
competition in the X terminals market is intense. The Company's graphics
terminals have historically been used in technical applications such as
mechanical engineering design, drafting and mapping. As a result, the Company
has enjoyed a strong position in the technical and scientific segments of the
market. Recently, the market has expanded and shifted to commercial
applications from scientific and engineering applications. In accordance with
this trend, recent additions to the Company's X terminal product line focus on
new commercial and business applications, as well as engineering applications.
Commercial customers now account for a major portion of the Company's X
terminal revenues.

Manufacturing
_____________

During 1994, the Company sold its integrated circuits operation to
Maxim Integrated Products, Inc. and transferred its hybrid circuits operation
to a joint venture with Maxim, and in early 1995 completed the sale of
approximately 65% of the stock of its printed circuit board operation in the
initial public offering of Merix Corporation. As a result of these activities
and other recent component operation divestitures, the Company's manufacturing
operations are no longer highly integrated. The Company has entered into
supply agreements with each of the companies now operating the respective
component operations and, as a result, believes that the Company will be able
to acquire the required components as needed. Other companies also
manufacture special components for Tektronix.

Tektronix also purchases raw materials, components, data processing
equipment and computer peripheral devices for use in its products and systems.
Such purchased materials and components are generally available to Tektronix
as needed. Although shortages of such items have been experienced from time
to time, Tektronix believes that such shortages will not have a material
adverse effect on the Company.

Tektronix owns substantially all of its manufacturing facilities.
Its primary manufacturing facilities are located in or near the Portland,
Oregon metropolitan area. Some of Tektronix' products, components and
accessories are manufactured in Heerenveen, The Netherlands and in Hong Kong.
Tektronix recently announced that it plans to transform its Heerenveen plant
from a manufacturing operation to a logistics center. Grass Valley's products
are manufactured near Grass Valley, California. See Item 2, "Properties" for
a more detailed description of the Company's manufacturing facilities.

Certain Tektronix products are assembled for the Japanese market at
plants in Tokyo and Gotemba, Japan by Sony/Tektronix Corporation, a Japanese
corporation equally owned by Tektronix and Sony Corporation. Sony/Tektronix
also designs and manufactures small, lightweight portable oscilloscopes,
benchtop semiconductor testers and digitizers in Japan for sale worldwide.

Sales and Distribution
______________________

Tektronix maintains its own worldwide sales engineering and field
maintenance organization, staffed with technically trained personnel. Sales
in the United States, Canada, Brazil, the United Kingdom, Germany, France,
Italy, Spain, The Netherlands, Belgium, Sweden, Denmark, Norway, Finland,
Switzerland, The Republic of Ireland, Australia, Austria, Hong Kong, Taiwan
and Mexico are made primarily through field offices

of the Company and its subsidiaries located in principal market areas. Sales
in the Peoples Republic of China are made through liaison offices of a Hong
Kong subsidiary of the Company. Except for Grass Valley products, sales in
Japan are made by Sony/Tektronix Corporation. Sales in India are made by
Hinditron Tektronix Instruments, Ltd., an Indian company which is 40% owned
by Tektronix. Many of the Company's products are sold in whole or in part
through independent distributors throughout the United States and in some
other countries. Certain of the Company's independent distributors also sell
products manufactured by the Company's competitors. In some countries, all
sales are made either directly by Tektronix or by independent representatives
to whom Tektronix provides direct technical and administrative assistance. A
number of the Tektronix field offices also perform major maintenance and
reconditioning operations.

Tektronix' principal customers are electronic and computer equipment
manufacturers, private industrial concerns engaged in commercial or
governmental projects, military and nonmilitary agencies of the United States
and of foreign countries, public utilities, educational institutions, radio
and television stations and networks, graphics arts companies and users of
sophisticated office products. Certain products are sold both to equipment
users and to original equipment manufacturers.

During the last fiscal year, United States Government agencies
accounted directly for approximately three percent of Tektronix' consolidated
sales as compared with approximately four percent for the prior year. During
the last five years, direct sales to United States Government agencies ranged
from three to six percent. The balance of sales during each year was
distributed among several thousand other customers, with no other single
customer accounting for as much as three percent. The Company believes that
sales directly related to United States Government expenditures (excluding
sales to the United States Government) were approximately four percent of
Tektronix' consolidated sales for the last fiscal year. Contracts involving
the United States Government are subject, as is customary, to termination by
the Government at its convenience.

Most Tektronix product sales are sold as standard catalog items.
Tektronix attempts to fill its orders as promptly as possible. At May 28,
1994, Tektronix' unfilled product orders amounted to approximately $108
million, as compared to approximately $107 million at May 29, 1993. Tektronix
expects that substantially all unfilled product orders at May 28, 1994 will be
filled during its current fiscal year. Orders received by the Company are
subject to cancellation by the customer.

International Sales
___________________

The following table sets forth the breakdown between U.S. and
international sales, based upon purchaser location, for each of the last three
fiscal years (in thousands of dollars):

U.S. Sales International Sales
__________________ ___________________
Amount Percent Amount Percent
______ _______ ______ _______

1992 $670,291 51.7% $626,952 48.3%
1993 $713,734 54.8% $588,644 45.2%
1994 $737,451 56.0% $580,553 44.0%

See "Business Segments" in the Notes to Consolidated Financial Statements at
page 20 of the Company's 1994 Annual Report to Shareholders, containing
information on sales, operating income and assets by geographic area based
upon the location of the seller, which is hereby incorporated by reference.

Tektronix products are sold worldwide. European sales are made
principally in Germany, France, the United Kingdom, Switzerland, Italy, Spain,
Sweden, The Netherlands and Austria. Other international sales are
principally in Japan, Canada and Australia. International sales include both
export sales from the United States and sales by foreign subsidiaries.
Fluctuating exchange rates and other factors beyond the control of Tektronix,
such as the stability of international monetary conditions, tariff and trade
policies and domestic and foreign tax and economic policies, affect the level
and profitability of international sales. The Company is unable to predict
the effect of these factors on its business. The Company hedges against
certain currency exposures in order to minimize their impact.

Research and Development
________________________

Tektronix operates in an industry characterized by rapid
technological change and research and development are important elements in
its business. Expenditures during fiscal years ended May 30, 1992, May 29,
1993 and May 28, 1994 for research and development amounted to approximately
$169,183,000, $157,068,000 and $153,148,000, respectively. Almost all of
these funds were Company-generated.

Research and development activities are conducted by central
research and design groups and specialized product development groups. These
activities include: (i) research on basic devices and techniques (ii) the
design and development of products and components and specialized equipment
and (iii) the development of processes needed for production. Most of
Tektronix' research and development is devoted to enhancing and developing its
own products.

Patents
_______

It is Tektronix' policy to seek patents in the United States and
appropriate foreign countries for its significant patentable developments.
However, electronic equipment as complex as most Tektronix products is
generally not patentable in its entirety. The Company believes that its
business is not dependent to any material extent upon any particular patent or
group of patents or upon any licensing arrangement.

Competition
___________

The electronics industry continues to become more competitive, both
in the United States and abroad. Primary competitive factors are product
performance, technology, customer service, product availability and price.
Tektronix believes that its reputation in the marketplace is also a
significant positive competitive factor. With respect to many of its
products, the Company competes with companies that have substantially larger
resources.

Tektronix is the world's largest manufacturer of oscilloscopes and
no single competitor offers as complete a line. Tektronix is the leading
manufacturer of test and measurement equipment for the television industry.

Tektronix has competed for a number of years in the market for logic
analyzers with several companies. While a competitor has a larger market
share in logic analyzers, Tektronix is the only other significant manufacturer
in this relatively small segment of the instrumentation market.

Tektronix competes with a number of companies in specialized areas
of other test and measurement products, and it competes with one large company
that sells a broad line of test and measurement products.

A large number of manufacturers, including computer manufacturers,
compete with Tektronix in the markets for color printers and X terminals.
Tektronix is a leader in the market for workgroup color printers and the
leader in dye sublimation, Phase-change and thermal wax color printers.
Tektronix is the fastest growing major supplier of X terminals and it now
ranks third in unit sales.

Tektronix competes with a number of electronics firms that
manufacture specialized equipment for the television industry, both with
respect to its television test and measurement products and the products of
Grass Valley. Grass Valley is the leading manufacturer of high-performance
production switchers, a leading manufacturer of high-performance

distribution/processing equipment and a significant factor in its other
markets.

Employees
_________

At May 28, 1994, Tektronix had 8,468 employees, of whom 1,390 were
located in foreign countries. Tektronix' employees in the United States and
most foreign countries are not covered by collective bargaining agreements.
The Company believes that relations with its employees are good.

Environment
___________

The Company's facilities are subject to numerous laws and
regulations concerning the discharge of materials into the environment, or
otherwise relating to protection of the environment. Compliance with these
laws has not had and is not expected to have a material effect upon the
capital expenditures, earnings or competitive position of the Company.

Executive Officers of the Company
_________________________________

The following are the executive officers of the Company:

Has Served As
An Officer of
Name Position Age Tektronix Since
____ ________ ___ _______________

Jerome J. Meyer Chairman, Chief 56 1990
Executive Officer
and Director

William D. Walker Vice Chairman of 63 1992 (also
the Board, Director served in
1990 and
from 1969
to 1984)

Delbert W. Yocam President and Chief 50 1992
Operating Officer,
Director

Roy D. Barker Vice President, 53 1993
Color Printing and
Imaging Division

Daniel W. Castles Vice President and 38 1993
President, The Grass
Valley Group, Inc.

John P. Karalis Vice President, 56 1992
Corporate Development
and Secretary

Has Served as
An Officer of
Name Position Age Tektronix Since
____ ________ ___ _______________

Richard I. Knight Vice President, 47 1988
Technology

Carl W. Neun Vice President and 50 1993
Chief Financial
Officer

Daniel Terpack Vice President, 53 1993
Measurement Business
Division

Timothy E. Vice President, Total 41 1991
Thorsteinson Quality and Human
Resources

John W. Vold Vice President and 64 1991
President, Asian
Operations

Jack Raiton Controller 50 1986

The executive officers are elected by the board of directors of the
Company at its annual meeting. Executive officers hold their positions until
the next annual meeting or until their successors are elected, or until such
tenure is terminated by death, resignation or removal in the manner provided
in the bylaws. There are no arrangements or understandings between executive
officers or any other person pursuant to which the executive officers were
elected and none of the executive officers are related.

All of the executive officers named have been employed by Tektronix
in management positions for the last five years except: Mr. Jerome J. Meyer
who joined Tektronix in 1990 and prior to that time served as President of the
industrial business of Honeywell, Inc. ("Honeywell") (from 1988 to 1990),
President and Chief Executive Officer of Honeywell Bull, Inc., now known as
Bull HN Information Systems, Inc. (from 1987 to 1988) and a Vice President of
Honeywell (from 1986 to 1987); Mr. John W. Vold who joined Tektronix in 1991
and from 1987 to 1991 was Executive Vice President of Bull HN Information
Systems, Inc., and prior to that time was Vice President of the Airborne
Products Division of Unisys Corporation; Mr. Timothy E. Thorsteinson who
joined Tektronix in 1991 and from 1990 to 1991 was Director of Quality
Performance of National Semiconductor Corporation ("National Semiconductor")
and prior to that time held a number of management positions in human
resources management at National

Semiconductor; Mr. John P. Karalis who joined Tektronix in 1992 and prior to
that time was with the law firm of Brown and Bain (from 1989 to 1992) and Vice
President and General Counsel of Apple Computer, Inc. (from 1987 to 1989);
Mr. Carl W. Neun who joined Tektronix in 1993 and prior to that time served as
Senior Vice President of Administration and Chief Financial Officer of Conner
Peripherals, Inc., (from 1987 to 1993); Mr. Delbert W. Yocam who joined
Tektronix in 1992 and prior to that was an independent consultant (from 1990
to 1992) and was President of Apple Pacific (from 1988 to 1989) and Executive
Vice President and Chief Operating Officer of Apple Computer, Inc. (from 1986
to 1988); Mr. Daniel Terpack who joined Tektronix in 1992 and prior to that
was General Manager of Hewlett-Packard Company's Corvallis, Oregon Division,
responsible for portable computation products; and Mr. William D. Walker, who
is not an employee of the Company and has been a director of the Company since
1980.

Item 2. Properties.

A brief description of the location and general characteristics of
the significant properties occupied by Tektronix in August of 1994 is set
forth below. Tektronix believes that its operations are in compliance in all
material respects with requirements relating to environmental quality and
energy conservation.

Tektronix owns a 265-acre industrial park (the "Howard Vollum Park")
near Beaverton, Oregon. The Howard Vollum Park includes 23 buildings arranged
in a campus-like setting and containing an aggregate of approximately 2.6
million gross square feet of enclosed floorspace. Most of the Company's
central research and development and a substantial portion of its product
manufacturing and administrative activities are located at Howard Vollum Park.
The Company's measurement business products and television test equipment
products are manufactured primarily at Howard Vollum Park. The Company leases
certain excess space at the Howard Vollum Park to other corporations.

Measurement business operations are also conducted at three
buildings, containing approximately 414,000 square feet, at the Company's
48-acre site near Aloha, Oregon, approximately five miles west of Howard
Vollum Park. The Company intends to consolidate these operations with
operations at Howard Vollum Park and the property is currently offered for
sale as surplus.

The Company's Color Printing and Imaging Division, Network Displays
Division and corporate headquarters occupy three buildings containing
approximately 592,000 square feet on a 167-acre tract owned by the Company in
Wilsonville, Oregon, approximately 16 miles south of Howard Vollum Park. An
additional 192,000 square foot building on the Company's Wilsonville property
is leased to another corporation.

All of the buildings described above were constructed after 1957 and
are maintained in good condition. Warehouses, production facilities and other
critical operations are protected by fire sprinkler installations. Most
manufacturing, office and engineering areas are air-conditioned. The Company
believes that its facilities described above are adequate for their intended
uses. Capacity utilization within the Company varies between product area
but, in general, the Company has the capacity to increase production
substantially without adding significant plant capacity.

Tektronix owns a 240-acre site six miles east of Vancouver,
Washington (Vancouver is across the Columbia River from Portland, Oregon.).
The Company has leased the 488,000-square foot manufacturing facility that is
situated on the site to another corporation. The property is surplus and the
Company is attempting to sell it.

Tektronix owns 61 acres within an industrial park in Redmond,
Oregon, about 150 miles east of Portland; 136 acres in Fairview, Oregon, about
15 miles east of Portland; and 75 acres adjacent to and west of Howard Vollum
Park. At the present time, the Company is attempting to sell these parcels of
undeveloped land.

Grass Valley's operating facilities are primarily housed in ten
buildings containing a total of approximately 190,000 square feet of
floorspace on a 320-acre site owned by Grass Valley near Grass Valley,
California, and three buildings containing a total of approximately 149,000
square feet on Grass Valley's 116-acre tract of land in the neighboring town
of Nevada City.

A 109,000-square-foot plant owned by Tektronix is located on 23
acres of land in Heerenveen, The Netherlands.

Tektronix also owns a seven-acre site in Hoddesdon, England, with
manufacturing buildings containing about 47,000 square feet which is leased to
another corporation. Tektronix is attempting to sell this facility.

Domestic field offices in Santa Clara and Irvine, California;
Chicago, Illinois; and Philadelphia, Pennsylvania are owned by Tektronix.
Together they comprise approximately 214,000 square feet. All other Tektronix
U.S. field offices, aggregating approximately 190,000 square feet, are leased.

Field offices near Cologne (101,000 square feet), London (83,000
square feet), and Sydney, Australia (23,000 square feet) are located in
buildings owned by the Company. Field offices in other foreign countries
occupy leased premises.

Item 3. Legal Proceedings.

Mr. Jerome J. Lemelson has advised the Company that he believes
Tektronix is infringing certain of his patents which allegedly cover such
equipment or processes as bar code systems, machine vision, beam processing
and IC manufacturing techniques. Mr. Lemelson's claims of infringement are
primarily based on general allegations that all manufacturers, including
Tektronix, which operate in certain industries must by the nature of their
activities be infringing Mr. Lemelson's patents. Tektronix has had ongoing
communications with Mr. Lemelson's representatives in an effort to obtain more
specific information regarding the activities Mr. Lemelson believes are
infringing. The Company is still investigating Mr. Lemelson's claims to
determine if they may relate to any of the Company's equipment, products or
processes. The Company believes that ultimate resolution of these claims will
not have a material adverse effect on its financial position or results of
operation.

There are no other material pending legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders.

No matter was submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.

PART II

Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters.

The information required by this item is included on page 26 of the
Company's 1994 Annual Report to Shareholders and is incorporated herein by
reference.

Item 6. Selected Financial Data.

The information required by this item is included on page 27 of the
Company's 1994 Annual Report to Shareholders and is incorporated herein by
reference.

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.

The information required by this item is included on pages 10
through 13 of the Company's 1994 Annual Report to Shareholders and is
incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data.

The information required by this item is included on pages 14
through 26 of the Company's 1994 Annual Report to Shareholders and is
incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

None.

PART III

Item 10. Directors and Executive Officers of the Registrant.

The information required by this item regarding Directors is
included under "Board of Directors" and "Election of Directors" on pages 3 to
7 of the Company's Proxy Statement dated August 3, 1994.

The information required by this item regarding officers is
contained under "Executive Officers of the Company" in Item 1 of Part I
hereof.

The information required by Item 405 of Regulation S-K is included
under "Compliance with Section 16(a) of the Exchange Act" on page 26 of the
Company's Proxy Statement dated August 3, 1994.

Item 11. Executive Compensation.

The information required by this item is included under "Directors'
Compensation" and "Executive Compensation" on pages 7 to 13 of the Company's
Proxy Statement dated August 3, 1994.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

The information required by this item is included under "Ownership
of Shares" and "Election of Directors" on page 2 and 4 to 7 of the Company's
Proxy Statement dated August 3, 1994.

Item 13. Certain Relationships and Related Transactions.

None

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a) (1) Financial Statements.
____________________

The following documents are included in the Company's 1994
Annual Report to Shareholders at the pages indicated and are incorporated
herein by reference:

Page in 1994 Annual
Report to Shareholders
______________________

Independent Auditors' Report 14
Consolidated Statements of Operations 15
Consolidated Balance Sheets 16
Consolidated Statements of Cash Flows 17
Consolidated Statements of Shareholders' 18
Equity
Notes to Consolidated Financial Statements 19 to 26

(2) Financial Statement Schedules.
_____________________________

The following schedules and independent auditors' consent and
report are filed herewith:

Schedule II -- Amounts Receivable from Related Parties
Schedule V -- Property, Plant and Equipment
Schedule VI -- Accumulated Depreciation and Amortization of
Property, Plant and Equipment
Schedule IX -- Short-Term Borrowings
Schedule X -- Supplementary Income Statement Information
Independent Auditors' Consent and Report on Schedules
All other schedules are omitted as the required information is
inapplicable or is presented in the financial statements or related
notes thereto.

Separate financial statements for the registrant have been omitted
because the registrant is primarily an operating company and the
subsidiaries included in the consolidated financial statements are
substantially totally held. All subsidiaries of the registrant are
included in the consolidated financial statements. Summarized
financial information for 50 percent or less owned persons in which
the registrant has an interest is included in the Notes to
Consolidated Financial Statements appearing in the Company's Annual
Report to Shareholders.

(3) Exhibits:

(3)(i) Restated Articles of Incorporation, as
amended. Incorporated by reference to
Exhibit (3) of Form 10-Q dated September
28, 1990, SEC File No. 1-4837.

(ii) Bylaws, as amended.

(4)(i) Indenture dated as of November 16, 1987, as
amended by First Supplemental Indenture
dated as of July 13, 1993, covering the
registrant's 7-1/2% notes due August 1,
2003. Indenture incorporated by reference

to Exhibit 4(i) of Form 10-K dated August
22, 1990, SEC File No. 1-4837.

(ii) Pursuant to Item 601(b)(4)(iii) of
Regulation S-K, the registrant agrees to
furnish to the Commission upon request
copies of agreements relating to other
indebtedness.

(10)(i) Restated Operating Performance Incentive
Plan, as amended. Incorporated by
reference to Exhibit (10)(i) of Form 10-Q
dated April 15, 1988, SEC File No. 1-4837.

(ii) 1982 Stock Option Plan, as amended.
Incorporated by reference to Exhibit
10(iii) of Form 10-K dated August 22, 1989,
SEC File No. 1-4837.

(iii) Stock Incentive Plan, as amended.
Incorporated by reference to Exhibit 10(ii)
of Form 10-Q dated April 9, 1993, SEC File
No. 1-4837.

(iv) Restated Annual Performance Improvement
Plan. Incorporated by reference to Exhibit
10(i) of Form 10-Q dated April 9, 1993, SEC
File No. 1-4837.

(v) Restated Deferred Compensation Plan.
Incorporated by reference to Exhibit 10(i)
of Form 10-Q dated December 20, 1984, SEC
File No. 1-4837.

(vi) Retirement Equalization Plan, as amended.
Incorporated by reference to Exhibit
10(vii) of Form 10-K dated August 18, 1993,
SEC File No. 1-4837.

(vii) Severance Agreement entered into between
the Company and its named officers.
Incorporated by reference to Exhibit
10(viii)of Form 10-K dated August 18, 1993,
SEC File No. 1-4837.

(viii) Indemnity Agreement entered into between
the Company and its named officers and
directors. Incorporated by reference to
Exhibit 10(ix) of Form 10-K dated August
18, 1993, SEC File No. 1-4837.

(ix) Executive Severance Agreement.

(x) Retention Incentive Agreement.

(xi) Executive Compensation and Benefits
Agreement dated as of October 24, 1990.
Incorporated by reference to Exhibit
(10)(ii) of Form 10-Q dated December 21,
1990, SEC File No. 1-4837.

(xii) Executive Compensation and Benefits
Agreement dated as of October 1, 1992.
Incorporated by reference to Exhibit
(10)(iii) of Form 10-Q dated January 8,
1993, SEC File No. 1-4837.

(xiii) Employment Letter Agreement dated September
1, 1992.

(xiv) Executive Compensation and Benefits
Agreement dated as of March 29, 1993.

(xv) Rights Agreement dated as of August 16,
1990. Incorporated by reference to Exhibit
1 of Form 8-K dated August 27, 1990, SEC
File No. 1-4837.

(xvi) Non-Employee Directors' Deferred
Compensation Plan.

(13) Portions of the 1994 Annual Report to
Shareholders that are incorporated herein
by reference.

(21) Subsidiaries of the registrant.

(24) Powers of Attorney.

(b) No reports on Form 8-K have been filed during the last quarter of
the period covered by this Report.

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.

TEKTRONIX, INC.

By /s/ Carl W. Neun
_______________________________
Carl W. Neun
Vice President and
Chief Financial Officer

Dated: August 11, 1994

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Signature Capacity Date
_________ ________ ____

JEROME J. MEYER * Chairman and Chief August 11, 1994
Jerome J. Meyer Executive Officer,
Director

CARL W. NEUN Vice President and August 11, 1994
Carl W. Neun Chief Financial Officer,
Principal Financial and
Accounting Officer

PAUL E. BRAGDON * Director August 11, 1994
Paul E. Bragdon

PAUL C. ELY * Director August 11, 1994
Paul C. Ely

A.M. GLEASON * Director August 11, 1994
A. M. Gleason

WAYLAND R. HICKS * Director August 11, 1994
Wayland R. Hicks

KEITH R. MCKENON * Director August 11, 1994
Keith R. McKennon

ANDREW V. SMITH * Director August 11, 1994
Andrew V. Smith

Signature Capacity Date
_________ ________ ____

RICHARD W. SONNENFELDT * Director August 11, 1994
Richard W. Sonnenfeldt

JEAN VOLLUM * Director August 11, 1994
Jean Vollum

WILLIAM D. WALKER * Director August 11, 1994
William D. Walker

DELBERT W. YOCAM * Director August 11, 1994
Delbert W. Yocam

*By JOHN P. KARALIS August 11, 1994
John P. Karalis
as attorney-in-fact

INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULES

We consent to the incorporation by reference in Registration
Statements No. 33-33496 and 33-30648 of Tektronix, Inc. on Form S-8
and Registration Statements No. 33-18658 and 33-59648 of Tektronix,
Inc. on Form S-3 of our reports dated June 23, 1994 (which expresses
an unqualified opinion and includes an explanatory paragraph relating
to a change in method of accounting for other postretirement benefits
and income taxes in the year ended May 29, 1993), incorporated by
reference in this Annual Report on Form 10-K of Tektronix, Inc. for
the year ended May 28, 1994.

Our audits of the financial statements referred to in our
aforementioned report also included the financial statement schedules
of Tektronix, Inc. listed in Item 14. These financial statement
schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our
opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a
whole, present fairly in all material respects the information set
forth therein.

DELOITTE & TOUCHE

Portland, Oregon
June 23, 1994

SCHEDULE II

TEKTRONIX, INC. AND SUBSIDIARIES

AMOUNTS RECEIVABLE FROM RELATED PARTIES

Balance at
Beginning Amounts Balances at End of Year
of Year Additions Collected Current Long-Term
___________ _________ _________ _______ _________

Year ended
May 28, 1994: $0 $0 $0 $0 $0

Year ended
May 29, 1993:

E Machines $111,070 $167,972 $ 279,042 $0 $0

Year ended
May 30, 1992:

E Machines $363,941 $756,151 $1,009,022 $111,070 $0

The balance at the beginning of 1992 included two promissory notes guaranteed
by Stephen H. Vollum. The notes were paid in full in the fiscal year ended
May 30, 1992.

SCHEDULE V

TEKTRONIX, INC. AND SUBSIDIARIES

PROPERTY, PLANT AND EQUIPMENT
(in thousands)

Balance at <F1> Balance
Beginning Additions Other at End
of Year at Cost Retirements Changes of Year

___________ _________ ___________ _______ _______

Year ended
May 28, 1994:

Land $ 13,127 $99 ($993) ($495) $ 11,738

Buildings and
leasehold
improvements 241,412 10,596 (40,616) (14,318) 197,074

Machinery and
equipment 538,635 59,575 (153,220) (93) 444,897
________ _______ __________ _________ ________
Total $793,174 $70,270 ($194,829) ($14,906) $653,709
________ _______ __________ _________ ________

Year ended
May 29, 1993:

Land $ 14,605 $495 ($1,668) ($305) $ 13,127

Buildings and
leasehold
improvements 247,055 8,635 (8,810) (5,468) 241,412

Machinery and
equipment 576,107 48,641 (51,984) (34,129) 538,635
________ _______ _________ _________ ________
Total $837,767 $57,771 ($62,462) ($39,902) $793,174
________ _______ _________ _________ ________

Year ended
May 30, 1992:

Land $ 15,939 $36 ($1,717) $347 $ 14,605

Buildings and
leasehold
improvements 251,930 3,466 (9,881) 1,540 247,055

Machinery and
equipment 615,771 62,005 (81,724) (19,945) 576,107
________ _______ _________ _________ ________
Total $883,640 $65,507 ($93,322) ($18,058) $837,767
________ _______ _________ _________ ________

<FN>
<F1>(A) Includes currency translation and other adjustments. In 1994, includes
reclassification of $9,982 of Buildings to Property held for sale and, in
1993, includes restructuring writedowns of $30,200.

SCHEDULE VI

TEKTRONIX, INC. AND SUBSIDIARIES

ACCUMULATED DEPRECIATION AND AMORTIZATION OF

PROPERTY, PLANT AND EQUIPMENT
(in thousands)

Balance at Additions <F1> Balance
Beginning Charged to Other at End
of Year Expense Retirements Changes of Year
__________ __________ ___________ _______ _______

Year ended
May 28, 1994:

Buildings and
leasehold
improvements $113,437 $ 8,537 ($19,948) ($1,930) $100,096

Machinery and
equipment 443,903 46,381 (155,803) (4,190) 330,291
________ _______ __________ ________ ________
Total $557,340 $54,918 ($175,751) ($6,120) $430,387
________ _______ __________ ________ ________

Year ended
May 29, 1993:

Buildings and
leasehold
improvements $112,716 $ 8,673 ($4,465) ($3,487) $113,437

Machinery and
equipment 439,497 54,400 (46,889) (3,105) 443,903
________ _______ _________ ________ ________
Total $552,213 $63,073 ($51,354) ($6,592) $557,340
________ _______ _________ ________ ________

Year ended
May 30, 1992:

Buildings and
leasehold
improvements $111,070 $ 8,629 ($6,910) ($73) $112,716

Machinery and
equipment 469,102 56,999 (74,215) (12,389) 439,497
________ _______ _________ _________ ________
Total $580,172 $65,628 ($81,125) ($12,462) $552,213
________ _______ _________ _________ ________

<FN>
<F1> (A) Includes currency translation and other adjustments.

SCHEDULE IX

TEKTRONIX, INC. AND SUBSIDIARIES

SHORT-TERM BORROWINGS
(in thousands)

End of Year During the Year
______________________ ________________________________
Average Average
Interest Maximum Average Interest
Balance Rate Outstanding Outstanding Rate
____________________________________________________________________________

May 28, 1994:

Notes payable
to banks $15,963 5.5% $90,579 $36,479 5.0%

____________________________________________________________________________

May 29, 1993:

Notes payable
to banks $61,566 4.8% $80,200 $71,089 4.8%

____________________________________________________________________________

May 30, 1992:

Notes payable
to banks $49,990 6.4% $79,989 $58,591 6.3%
____________________________________________________________________________

The average borrowings were determined based on the amounts outstanding at
each accounting period-end. Average interest rates were computed using
interest rates and amounts outstanding at accounting period-ends.

SCHEDULE X

TEKTRONIX, INC. AND SUBSIDIARIES

SUPPLEMENTARY INCOME STATEMENT INFORMATION
(in thousands)

Year Ended Year Ended Year Ended
May 28, 1994 May 29, 1993 May 30, 1992
____________ ____________ ____________

Advertising expense $48,742 $38,864 $37,068

Maintenance and repairs
expense $28,531 $40,003 $47,637

Taxes, other than payroll
and income taxes $ 7,765 $ 9,141 $ 9,941

EXHIBIT LIST