PROSPECTUS  


                              TEKTRONIX, INC.

                          1,646,565 Common Shares
                               (no par value)


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


        The Common Shares of Tektronix, Inc. (the "Company" or "Tektronix")
offered hereby (the "Shares") may be sold by certain shareholders of the
Company (the "Selling Shareholders"). The Company will not receive any of
the proceeds from the offering.

        The Common Shares of the Company are traded on the New York Stock
Exchange and Pacific Stock Exchange. On September 6, 1995, the closing
price for the Common Shares as reported in The Wall Street Journal was $48
per share.

        The Shares may be offered or sold from time to time by the Selling
Shareholders at market prices then prevailing, in negotiated transactions
or otherwise. Brokers or dealers will receive commissions or discounts from
Selling Shareholders in amounts to be negotiated immediately prior to the
sale. See "Plan of Distribution."

                         ------------------------

        No person has been authorized to give any information or to make
any representations in connection with this offering other than those
contained in this Prospectus. This Prospectus does not constitute an
offering in any jurisdiction in which such offering may not lawfully be
made.

                         ------------------------

        Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been
no change in the affairs of the Company since the respective dates as to
which information has been given herein.

                         ------------------------

             The date of this Prospectus is September 7, 1995.

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                                THE COMPANY

        Tektronix, an Oregon corporation, was organized in 1946 and
manufactures and sells electronic equipment. The Company's principal
executive offices are located at 26600 SW Parkway Avenue, Wilsonville,
Oregon 97070. 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.


                           AVAILABLE INFORMATION

        The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith
files periodic reports and other information with the Securities and
Exchange Commission (the "SEC"). Such reports, proxy statements, and other
information concerning the Company may be inspected and copies may be
obtained at prescribed rates at the offices of the SEC, Judiciary Plaza,
450 Fifth Street, NW, Washington, D.C. 20549, as well as at the following
regional offices: 75 Park Place, 14th Floor, New York, New York 10007; and
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The Company
has filed with the SEC a Registration Statement under the Securities Act of
1933, as amended, with respect to the securities offered pursuant to this
Prospectus. For further information, reference is made to the Registration
Statement and the exhibits thereto, which are available for inspection at
no fee at the public reference section of the SEC at its principal office
at Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549.

        The Company hereby undertakes to provide without charge to each
person to whom a copy of this Prospectus is delivered, upon written or oral
request to John P. Karalis, Secretary, Tektronix, Inc., Corporate
Headquarters, 26600 SW Parkway, Wilsonville, Oregon 97070-1000, telephone
(503) 627-7111, copies of any and all of the information that has been
incorporated by reference into this Prospectus, other than exhibits to such
information unless such exhibits are specifically incorporated by reference
therein. The information relating to the Company contained in this
Prospectus does not purport to be comprehensive and should be read together
with the information contained in the documents or portions of documents
incorporated by reference into this Prospectus.

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                            SELLING SHAREHOLDERS

        The following table sets forth certain information provided to the
Company by the Selling Shareholders.



                                Common Shares 
                                 beneficially                Common Shares 
 Name of Selling                  owned as of               offered by this 
   Shareholder                 September 1, 1995                Prospectus   
 ---------------               -----------------            ---------------
                                                                 
Paul Bamborough                    1,312,931                    1,312,931 

Muriel Trust (RHB                    331,233                      331,233 
Trust Co., Ltd., 
Trustee) 


                            PLAN OF DISTRIBUTION

        The Shares may be sold from time to time by the Selling
Shareholders, or by pledgees, donees, transferees or other successors in
interest. Such sales may be on stock exchanges (including the New York and
Pacific Stock Exchanges) or otherwise at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The Shares may be sold by one or more of the
following methods: (a) block trades in which the broker or dealer so
engaged will attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction;
(b) purchases by a broker or dealer as principal, in a market maker
capacity or otherwise, and resale by such broker or dealer for its account
pursuant to this Prospectus; and (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the Selling Shareholders may arrange for
other brokers or dealers to participate. Brokers or dealers will receive
commissions or discounts from the Selling Shareholders in amounts to be
negotiated immediately prior to the sale. The Selling Shareholders, such
brokers or dealers, and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "1933 Act"), in connection with such sales.

        Upon the Company being notified by a Selling Shareholder that any
material arrangement has been entered into with a broker or dealer for the
sale of Shares through a block trade or any other purchase by a broker or
dealer as principal, other than a purchase as a market maker in an ordinary
trading transaction, a supplemented prospectus will be filed, if required,
pursuant to Rule 424 under the 1933 Act, disclosing (i) the name of such
Selling Shareholder and of the participating brokers or dealers, (ii) the
number of Shares involved, (iii) the price at which such

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Shares will be sold, (iv) the commission paid or discounts or concessions
allowed to such brokers or dealers, where applicable, (v) that such brokers
or dealers did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus, and (vi) other facts
material to the transaction.


              INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents filed with the SEC are incorporated herein
by reference:

        1.   The Company's latest Annual Report on Form 10-K filed pursuant
             to Section 13 of the Securities Exchange Act of 1934, as
             amended (the "1934 Act");

        2.   All other reports filed pursuant to Section 13 or 15(d) of the
             1934 Act since the end of the fiscal year covered by the
             Annual Report on Form 10-K referred to in (1) above; and

        3.   The description of the Common Shares contained in the
             Company's registration statement under section 12 of the 1934
             Act including any amendment or report updating such
             description.

        All reports and other documents subsequently filed by the Company
pursuant to sections 13(a), 13(c), 14, and 15(d) of the 1934 Act prior to
the termination of the offering shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of
such reports and documents.