EXHIBIT 4.1

                              DYNATECH CORPORATION
                    SUBSCRIPTION WARRANT FOR RIGHTS OFFERING
                   FOR HOLDERS OF RECORD AS OF APRIL 20, 2000

   Dynatech Corporation ("Dynatech") is conducting a rights offering (the
"Rights Offering"), which entitles the holders of shares of Dynatech's common
stock (the "Common Stock"), as of the close of business on April 20, 2000 (the
"Record Date") to receive 0.389 rights (each, a "Right") for each share of
Common Stock held of record on the Record Date. Holders of Rights are entitled
to subscribe for and purchase one share of Common Stock for each one whole
Right (the "Basic Subscription Privilege") at a subscription price of $4.00 per
share (the "Subscription Price"). If any shares of Common Stock are not
purchased by holders of Rights pursuant to the Basic Subscription Privilege,
any holder exercising its Basic Subscription Privilege in full may purchase an
additional number of available Shares, if so specified in such holder's
subscription documents, subject to proration (the "Oversubscription
Privilege"). No fractional Rights or cash in lieu thereof will be issued or
paid. If the number of shares of Common Stock held on the Record Date would
result in the receipt of fractional Rights, the number of Rights issued to such
holder is being rounded down to the nearest whole number. As a result, Dynatech
shareholders that held of record fewer than three shares on the Record Date are
not eligible to purchase shares in this Rights Offering. Set forth above is the
number of shares of Common Stock held by the holder of Rights as of the Record
Date, and the number of whole shares to which such holder is entitled to
subscribe pursuant to the Basic Subscription Privilege (rounded down, if
applicable, to the nearest whole share).

   For a more complete description of the terms and conditions of the Rights
Offering, please refer to the Prospectus dated June 1, 2000 (the "Prospectus"),
which is incorporated herein by reference. Copies of the Prospectus are
available upon request from Mackenzie Partners, Inc. (toll free 1 (800) 322-
2885).

   This Subscription Warrant (or a Notice of Guaranteed Delivery) must be
received by Equiserve Trust Company, N.A. together with payment in full of the
subscription price by 5:00 p.m. New York City time, on or before June 19, 2000,
unless the subscription period for this Rights Offering is extended in the sole
discretion of the Company (the "Expiration Date"). Any Rights not exercised
prior to the Expiration Date will be null and void. Any subscription for shares
of Common Stock in this Rights Offering made hereby is irrevocable.

   The Rights represented by this Subscription Warrant may be exercised by duly
completing Form 1 and, if you are exercising Rights through your bank or
broker, Form 2 on the rear of this Subscription Warrant. Rights holders are
advised to review the Prospectus and instructions, copies of which are
available from Mackenzie Partners, Inc., before exercising their Rights.

   Rights holders should be aware that if they choose to exercise only part of
their Rights, they may not receive a new Subscription Warrant in sufficient
time to exercise the Rights evidenced thereby.

                      SUBSCRIPTION PRICE: $4.00 PER SHARE

                                                 Warrant No.: _______________

                                                 Record Date Shares: ________

                                                 No. of Rights issued: ______

                                                 Shares Eligible to
                                              Subsidiaries: _________________


                                     FORM 1
                      (on reverse of Subscription Warrant)

   EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably exercises one
or more Rights to subscribe for shares of Common Stock as indicated below, on
the terms and subject to the conditions specified in the Prospectus, receipt of
which is hereby acknowledged.

    (a) Number of whole shares subscribed for pursuant to the Basic
Subscription Privilege:

                ______________ Rights x $4.00 = $______________.
           (One whole Right is required to subscribe for each share.)

    (b) Number of whole shares subscribed for pursuant to the Oversubscription
Privilege:

                    ______________ x $4.00 = $______________.


     (c) Total subscription payment (sum of payment amounts on lines (a) and
(b)) = $______________ total payment.*

     METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOXES):

         [ ] Check, bank draft, or U.S. postal money order payable to "Equiserve
             Trust Company, N.A., as Subscription Agent"

         [ ] Wire transfer. If you desire to make payment by wire transfer, you
             must contact Equiserve Trust Company, N.A. at (781) 575-3120 to
             receive a Wire Authorization Form.


     (d) If the Rights being exercised pursuant to the Basic Subscription
Privilege do not constitute all of the Rights represented by the Subscription
Warrants (check only one).

    [_]    Deliver to the undersigned a new Subscription Warrant evidencing
           the remaining Rights to which the undersigned is entitled.

    [_]    Do not deliver any new Subscription Warrants to me.

  (e)[_]    Check here if Rights are being exercised pursuant to the Notice
            of Guaranteed Delivery delivered to the Subscription Agent prior
            to the date hereof and complete the following:

   Name(s) of Registered Holder(s) ________________________________________

   Window Ticket Number (if any) __________________________________________

   Date of Execution of Notice of Guaranteed Delivery _____________________

   Name of Institution Which Guaranteed Delivery __________________________

* If the aggregate subscription payment enclosed or transmitted is insufficient
  to purchase the total number of shares included in lines (a) and (b), or if
  the number of shares being subscribed for is not specified, the Rights holder
  exercising this Subscription Warrant shall be deemed to have subscribed for
  the maximum amount of shares that could be subscribed for upon payment of
  such amount. If the number of shares to be subscribed for pursuant to the
  Oversubscription Privilege is not specified and the amount enclosed or
  transmitted exceeds the aggregate Subscription Price for all shares
  represented by this Subscription Warrant (the "Subscription Excess"), the
  Rights holder exercising this Subscription Warrant shall be deemed to have
  exercised the Oversubscription Privilege to purchase, to the extent
  available, that number of whole shares of Common Stock equal to the quotient
  obtained by dividing the Subscription Excess by the Subscription Price,
  subject to proration as described in the Prospectus. To the extent any
  portion of the aggregate Subscription Price enclosed or transmitted remains
  after the foregoing procedures, such funds shall be mailed to the subscriber
  without interest or deduction as soon as practicable.

   Subscriber's Signature _______________  Telephone No. (   ) ___________

                                     FORM 2
                      (on reverse of Subscription Warrant)

   TO EXERCISE RIGHTS THROUGH YOUR BANK OR BROKER: Rights represented by this
Subscription Warrant are hereby assigned to (please print in full name and
address and Taxpayer Identification Number or Social Security Number of
transferee):

   Number of Rights being exercised: ______________________________________

   Name of beneficial owner and Taxpayer Identification Number or Social
Security Number:

   ________________________________________________________________________

   Address: _______________________________________________________________

   Signature(s) of Transferor(s) __________________________________________

   Signatures Guaranteed by: ______________________________________________


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