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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 16, 2006

TEKTRONIX, INC.

(Exact name of registrant as specified in its charter)

OREGON
(State or other jurisdiction
of incorporation) 001-04837
(Commission File Number) 93-0343990
(IRS Employer
Identification No.)

14200 SW Karl Braun Drive
Beaverton, Oregon
(Address of principal executive offices) 97077
(Zip Code)

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

No Change
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On March 16, 2006, Tektronix, Inc. reported its results of operations for the third fiscal quarter ended February 25, 2006. A copy of the press release issued by Tektronix announcing the results of operations referred to above is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of Tektronix, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

          (d) Exhibits.

99.1 Press release of Tektronix, Inc. dated March 16, 2006, announcing financial results for the third fiscal quarter ended February 25, 2006.

SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 16, 2006

TEKTRONIX, INC.
By:	/s/ COLIN L. SLADE
	Colin L. Slade
	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Tektronix, Inc. dated March 16, 2006, announcing financial results for the third fiscal quarter ended February 25, 2006.

EX-99.1

For Immediate Release	Media Contact:	Alisha Goff
		503/627-7075
		alisha.goff@tektronix.com
	Analyst Contact:	Paul Oldham
		503/627-4027
		paul.r.oldham@tektronix.com

Tektronix Reports Results for the
Third Quarter of Fiscal 2006

Strong Results Fueled by New Products and
Significant Customer Wins

BEAVERTON, Ore., March 16, 2006 — Tektronix, Inc. (NYSE: TEK) today reported net sales of $262.1 million and net earnings from continuing operations of $24.9 million or $0.30 per share for the third quarter ended February 25, 2006. This compares with net sales of $256.3 million and net earnings from continuing operations of $23.4 million or $0.26 per share for the same period last year. Excluding acquisition-related costs, business realignment costs and one-time items, net earnings from continuing operations were $31.1 million or $0.37 per share for the third quarter, as compared with $28.1 million or $0.31 per share for the same period last year.

“This was an outstanding quarter for us,” said Rick Wills, Tektronix Chairman and CEO. “A modestly improving market, strength in new products and continued success in the communication sector led to strong orders, sales, earnings and cash flow.”

“Overall, orders in the quarter grew 14%. Our instruments business orders grew 8% driven by our continued wave of new products — including two new oscilloscope families introduced this quarter. In addition, we again saw solid growth from our two newer instrument product categories, signal sources and real-time spectrum analyzers,” said Wills. “We also had excellent year-over-year order growth of 30% in our communications business driven by several significant customer wins in a continued strong market.”

“In addition to our strong financial performance, we had a great quarter operationally with the successful introduction and shipment of two new oscilloscope families — the DPO7000 and DPO4000 - - both based on next generation ASIC technology and highly-leveraged platforms that will be expanded in the future,” Wills continued. “Early response to these exceptional products has been very positive. The DPO7000 delivers unmatched product specifications and eliminates

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Tektronix Third Quarter 2006 Results.../2

the traditional trade-offs found in other oscilloscopes. The DPO4000 similarly delivers unmatched performance in its category and includes breakthrough innovations such as the Wave Inspector™ search capability. Finally, several of our products were selected for industry awards, highlighting our commitment to innovation and to solving customer problems.”

For the fourth quarter of fiscal 2006, the company expects net sales to be approximately $275 - $285 million. Earnings per share from continuing operations are expected to be between $0.38 and $0.42 before mostly non-cash acquisition-related costs, business realignment costs, and one-time items.

“We continue to deliver on our growth strategy in both our instruments and communications businesses. By continuing to introduce new products and offer new capabilities, we expect to gain share, expand our market and win new customers,” concluded Wills.

Recent highlights include the following:

New product introductions, including:

• Two new oscilloscope platforms, the DPO7000 — with models ranging from 500 MHz to 2.5 GHz on a next generation platform that makes broad use of IBM7HP silicon germanium (SiGe) technology to provide higher performance for demanding applications, and the DPO4000 — with models ranging from 350 MHz to 1 GHz featuring the groundbreaking Wave Inspector™, an unprecedented set of easy-to-use tools for discovery and efficient viewing, navigating, and analyzing of waveform data.

• New monitoring capabilities for the WVR7100 and WVR6100 video rasterizers that will enable engineers and operators to quickly and reliably determine video signal and content quality for high-definition and standard-definition digital broadcast signals.

• The introduction of IPTV Video Quality Measurement (VQM) capabilities for our Spectra2 internet protocol diagnostic tools. This package helps network operators identify the causes of poor digital image quality and is the first portable monitoring solution with support for multiple-level Quality of Service scores and analysis for carriers and cable networks in the emerging video over IP opportunity.

Customer wins including:

• NBC’s use of Tektronix HD Video Monitoring Equipment for their coverage of the Olympic Winter Games.

• China Electronics Standardization Institution’s choice of Tektronix as the premier test instrument vendor for upgrading its IT testing and certification center. Tektronix instruments will be used for enhanced conformance testing and certification to support emerging technical standards and next generation digital TV.

• Freescale Semiconductor’s selection of Tektronix TLA7000 Series logic analyzers to enable engineers to perform debug operations for the latest high-speed busses including Serial RapidIO^®, PCI-Express and DDRS Memory.

Several products won awards including:

• The RSA3408A Real-Time Spectrum Analyzer won a Best in Test award from the editors of Test and Measurement World. The RSA3408A also won the Readers’ Choice Award in the Instrumentation category, an award given for the best of 2005, as determined by the readers of EE-Evaluation Engineering magazine.

• The AFG3000 Series arbitrary function generator received Honorable Mention for Best in Test by Test and Measurement World.

• The TLA7000 Series logic analyzer with application software version 5.0 was selected as a finalist for the 16th annual EDN Innovation Awards, an exclusive awards program that honors people, products and technology that have demonstrated innovation resulting in a significant advance in technology and/or product development.

• Tektronix oscilloscopes won the 2006 Readers’ Choice Award for the third consecutive year from Electronics For You (EFY) magazine, one of Asia’s leading publications for the electronics industry.

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• Tektronix and TMN, the largest mobile network operator in Portugal, were awarded the Best Network Quality Initiative by the GSM Association for TMN’s Customer Centric Service Quality Management solution, a service management system that uses technology from Tektronix’ Unified Assurance suite to proactively detect, identify and rectify network and service degradations in real time.

In addition, today Tektronix declared a quarterly cash dividend of $0.06 per share on the outstanding common shares of the Company, payable on April 24, 2006 to shareholders of record as of the close of market on April 7, 2006.

Tektronix will be discussing its third quarter results and future guidance on a conference call today, beginning at 1:30 p.m. Pacific Standard Time (PST). A live Webcast of the conference call will be available at www.tektronix.com/ir. A replay of the Webcast will be available at the same Web site for one year.

In addition, Tektronix will hold an investor event on April 12, 2006 in New York, New York. The event will provide an update on the Company’s instruments and communications businesses and will provide an opportunity for discussions with business leadership.

Tektronix presents pro forma measures of net earnings and net earnings per share from continuing operations that exclude the effects of acquisition-related costs, business realignment costs and one-time items. The “Reconciliation of Pro Forma Measures to GAAP” reconciles the results of operations in accordance with generally accepted accounting principles (GAAP) to the pro forma results of operations. Tektronix presents pro forma results of operations to help readers differentiate the results of ongoing operating activity from results that include acquisition-related costs, business realignment costs and one-time items. Management of Tektronix uses these pro forma measures to evaluate the Company’s results of operations and for forecasting purposes.

Statements and information in this press release that relate to future events or results (including the Company’s statements and expectations regarding sales and earnings per share, market position and market growth opportunities, and the introduction of new products) are based on the Company’s current expectations. They constitute forward-looking statements subject to a number of risk factors, which could cause actual results to differ materially from those currently expected or desired. Those factors include: worldwide geopolitical and economic conditions; current and future business conditions in the electronics, communications, computer and advanced technologies industries; changes in order rates and customer cancellations, including changes in seasonal buying habits; competitive factors, including pricing pressures, loss of key employees, technological developments and new products offered by competitors; changes in product and sales mix, and the related effects on gross margins; customer acceptance of large orders with delayed acceptance criteria; the Company’s ability to deliver a timely flow of competitive new products, and market acceptance of these products; the availability of parts and supplies from third-party suppliers on a timely basis and at reasonable prices; risks associated with compliance with the “Restriction of Hazardous Substances” worldwide regulatory provisions, including the associated conversion of current and future product designs and manufacturing processes to procure or produce lead-free products, and with export regulations; inventory risks due to changes in market demand or the Company’s business strategies; changes in effective tax rates; currency fluctuations; and the ability to develop effective sales channels. Further information on factors that could cause actual results to differ from those anticipated is included in filings made by the Company from time-to-time with the Securities and Exchange Commission, including but not limited to annual reports on Form 10-K and the quarterly reports on Form 10-Q.

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About Tektronix
Tektronix, Inc. is a test, measurement, and monitoring company providing measurement solutions to the communications, computer, and semiconductor industries worldwide. With 60 years of experience, Tektronix enables its customers to design, build, deploy, and manage next-generation global communications networks and advanced technologies. Headquartered in Beaverton, Oregon, Tektronix has operations in 19 countries worldwide. Tektronix’ Web address is www.tektronix.com.

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Tektronix Third Quarter 2006 Results.../5

Consolidated Statements of Operations

	Quarter Ended						Three Quarters Ended
	February 25,			February 26,			February 25,			February 26,
(In thousands, except per share amounts)	2006			2005			2006			2005
Net sales	$	262,105		$	256,332		$	750,561		$	773,625
Cost of sales		103,003			102,946			303,277			311,397
Gross profit		159,102			153,386			447,284			462,228
Research and development expenses		44,566			43,380			133,844			118,837
Selling, general and administrative expenses		76,347			78,750			218,015			220,136
Business realignment costs		3,182			382			7,543			2,665
Acquisition related costs and amortization		1,418			2,590			6,949			38,318
Loss (gain) on disposition of assets, net		54			754			81			(1,080	)
Operating income		33,535			27,530			80,852			83,352
Interest income		3,381			3,798			9,361			13,164
Interest expense		(96	)		(113	)		(339	)		(531	)
Other non-operating income (expense), net		(933	)		1,422			(3,912	)		(1,869	)
Earnings before taxes		35,887			32,637			85,962			94,116
Income tax expense		10,949			9,246			26,978			36,838
Net earnings from continuing operations		24,938			23,391			58,984			57,278
Gain from discontinued operations, net of income taxes		1,575			3,430			1,510			3,117
Net earnings	$	26,513		$	26,821		$	60,494		$	60,395
Earnings per share:
Continuing operations — basic	$	0.30		$	0.26		$	0.71		$	0.66
Continuing operations — diluted	$	0.30		$	0.26		$	0.70		$	0.65
Discontinued operations — basic	$	0.02		$	0.04		$	0.02		$	0.04
Discontinued operations — diluted	$	0.02		$	0.04		$	0.02		$	0.04
Net earnings — basic	$	0.32		$	0.30		$	0.73		$	0.70
Net earnings — diluted	$	0.32		$	0.30		$	0.72		$	0.68
Weighted average shares outstanding:
Basic		82,174			89,307			83,203			86,703
Diluted		83,319			90,690			84,065			88,236
Cash dividend declared per share	$	0.06		$	0.06		$	0.18		$	0.16

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Reconciliation of Pro Forma Measures to GAAP

	Quarter Ended												Quarter Ended
(In thousands, except per share amounts)	February 25, 2006												February 26, 2005
				Adjustments												Adjustments
	GAAP			Inet			Other			Pro Forma			GAAP			Inet			Other			Pro Forma
Net sales	$	262,105			—			—		$	262,105		$	256,332			—			—		$	256,332
Cost of sales		103,003			(4,627	)		(157	) (A)		98,219			102,946			(4,582	)		—	(A)		98,364
Gross profit		159,102			4,627			157			163,886			153,386			4,582			—			157,968
Gross margin		60.7	%								62.5	%		59.8	%								61.6	%
Research and development expenses		44,566			—			—			44,566			43,380			—			—			43,380
Selling, general and administrative expenses		76,347			—			—			76,347			78,750			—			—			78,750
Business realignment costs		3,182			—			(3,182	)		—			382			—			(382	)		—
Acquisition related costs:
Write-off of IPR&D		—			—			—			—			42			(42	)		—			—
Amortization of acquired intangible assets		1,308			(1,279	)		(29	)		—			1,288			(1,288	)		—			—
Amortization of stock option compensation		83			(83	)		—			—			307			(307	)		—			—
Transition expenses		27			(61	)		34			—			953			(496	)		(457	)		—
Total acquisition related costs		1,418			(1,423	)		5			—			2,590			(2,133	)		(457	)		—
Loss on disposition of assets		54			—			—			54			754			—			—			754
Operating income		33,535			6,050			3,334			42,919			27,530			6,715			839			35,084
Operating margin		12.8	%								16.4	%		10.7	%								13.7	%
Other income, net		2,352			—			—			2,352			5,107			—			—			5,107
Earnings before taxes		35,887			6,050			3,334			45,271			32,637			6,715			839			40,191
Income tax expense		10,949			2,225			982			14,156			9,246			2,557			252			12,055
Net earnings from continuing operations	$	24,938			3,825			2,352		$	31,115		$	23,391			4,158			587		$	28,136
Earnings per share — diluted	$	0.30								$	0.37		$	0.26								$	0.31
Weighted average shares outstanding — diluted		83,319									83,319			90,690									90,690

	Three Quarters Ended												Three Quarters Ended
	February 25, 2006												February 26, 2005
				Adjustments												Adjustments
	GAAP			Inet			Other			Pro Forma			GAAP			Inet			Other			Pro Forma
Net sales	$	750,561			—			—		$	750,561		$	773,625			—			—		$	773,625
Cost of sales		303,277			(14,324	)		(275	) (A)		288,678			311,397			(9,217	)		—	(A)		302,180
Gross profit		447,284			14,324			275			461,883			462,228			9,217			—			471,445
Gross margin		59.6	%								61.5	%		59.7	%								60.9	%
Research and development expenses		133,844			—			—			133,844			118,837			—			—			118,837
Selling, general and administrative expenses		218,015			—			—			218,015			220,136			—			—			220,136
Business realignment costs		7,543			—			(7,543	)		—			2,665			—			(2,665	)		—
Acquisition related costs:
Write-off of IPR&D		365			—			(365	)		—			32,237			(32,237	)		—			—
Amortization of acquired intangible assets		3,885			(3,838	)		(47	)		—			2,134			(2,134	)		—			—
Amortization of stock option compensation		257			(257	)		—			—			511			(511	)		—			—
Transition expenses		2,442			(1,824	)		(618	)		—			3,436			(1,539	)		(1,897	)		—
Total acquisition related costs		6,949			(5,919	)		(1,030	)		—			38,318			(36,421	)		(1,897	)		—
Loss (gain) on disposition of assets		81			—			—			81			(1,080	)		—			2,161	(B)		1,081
Operating income		80,852			20,243			8,848			109,943			83,352			45,638			2,401			131,391
Operating margin		10.8	%								14.6	%		10.8	%								17.0	%
Other income, net		5,110			—			—			5,110			10,764			—			—			10,764
Earnings before taxes		85,962			20,243			8,848			115,053			94,116			45,638			2,401			142,155
Income tax expense		26,978			7,360			2,559			36,897			36,838			5,066			721			42,625
Net earnings from continuing operations	$	58,984			12,883			6,289		$	78,156		$	57,278			40,572			1,680		$	99,530
Earnings per share — diluted	$	0.70								$	0.93		$	0.65								$	1.13
Weighted average shares outstanding — diluted		84,065									84,065			88,236									88,236

(A)	Amortization of acquired intangible assets and non-cash expense for Inet inventory step up adjustment to fair value
(B)	Gain on sale of Nevada City property

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Consolidated Balance Sheets

(In thousands)	February 25, 2006			May 28, 2005
ASSETS
Current assets:
Cash and cash equivalents	$	177,512		$	131,640
Short-term marketable investments		94,543			120,881
Trade accounts receivable, net		167,951			155,332
Inventories		139,138			131,096
Other current assets		69,078			80,177
Total current assets		648,222			619,126
Property, plant and equipment, net		127,530			120,546
Long-term marketable investments		115,699			226,892
Deferred tax assets		52,022			56,560
Goodwill, net		303,055			301,934
Other long-term assets		125,441			135,285
Total assets	$	1,371,969		$	1,460,343
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	126,750		$	115,058
Accrued compensation		63,444			78,938
Deferred revenue		64,235			57,509
Total current liabilities		254,429			251,505
Long-term liabilities		167,685			223,015
Shareholders’ equity:
Common stock		508,064			501,886
Retained earnings		605,191			639,720
Accumulated other comprehensive loss		(163,400	)		(155,783	)
Total shareholders’ equity		949,855			985,823
Total liabilities and shareholders’ equity	$	1,371,969		$	1,460,343
Shares outstanding		82,870			85,144

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Selected Additional Financial Data

				Quarter Ended									Three Quarters Ended
(Dollars in thousands,	%			February 25,			February 26,			%			February 25,			February 26,
except per share amounts)	Growth			2006			2005			Growth			2006			2005
Product Orders Data:
Orders		14	%	$	287,373		$	252,037			10	%	$	758,572		$	691,943
U.S.		13	%		89,116			78,669			10	%		250,655			228,324
International		14	%		198,257			173,368			10	%		507,917			463,619
Instruments Business		8	%		193,390			179,482			(1	%)		543,040			547,121
Communications Business		30	%		93,983			72,555			49	%		215,532			144,822
Book to Bill Ratio Calculation:
Product Orders				$	287,373		$	252,037					$	758,572		$	691,943
Product Sales				$	247,328		$	243,363					$	707,546		$	725,534
Book to Bill ratio					1.16			1.04						1.07			0.95
Income Statement Items as a Percentage of Net Sales:
Cost of sales					39	%		40	%					40	%		40	%
Research and development expenses					17	%		17	%					18	%		15	%
Selling, general and administrative expenses					29	%		31	%					29	%		28	%
Business realignment costs					1	%		0	%					1	%		0	%
Acquisition related costs and amortization					1	%		1	%					1	%		5	%
Loss (gain) on disposition of assets, net					0	%		0	%					0	%		(0	%)
Operating income					13	%		11	%					11	%		11	%
Capital Expenditures and Depreciation:
Capital expenditures				$	10,816		$	6,636					$	29,449		$	21,140
Depreciation and amortization expense				$	6,912		$	7,635					$	20,849		$	21,513

Balance Sheet
	Third Quarter Ended				Second Quarter Ended			Year Ended
	February 25,				November 26,			May 28,
	2006				2005			2005
Cash and Marketable Investments:
Cash and cash equivalents		$	177,512		$	136,015		$	131,640
Short-term marketable investments			94,543			96,808			120,881
Long-term marketable investments			115,699			130,681			226,892
Cash and Marketable Investments		$	387,754		$	363,504		$	479,413
Accounts receivable as a percentage of net sales			15.4	%		15.7	%		13.9	%
Days sales outstanding			58.3			58.3			54.7
Countback days sales outstanding			56.7			49.7			51.8
Inventory as a percentage of net sales			12.9	%		12.9	%		11.3	%
Inventory turns			3.0			3.1			3.6

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Discontinued Operations

	Quarter Ended					Three Quarters Ended
	February 25,		February 26,			February 25,			February 26,
(In thousands)	2006		2005			2006			2005
Loss on sale of VideoTele.com (less applicable income tax benefit of $0, $3, $1 and $12)	$	—	$	(7	)	$	(3	)	$	(22	)
Gain (loss) on sale of optical parametric test business (less applicable income tax benefit (expense) of ($491), $10, ($379) and $95)		913		(18	)		705			(176	)
Gain (loss) on sale of Gage (less applicable income tax benefit (expense) of ($326), $28, ($406) and $103)		608		(53	)		756			(193	)
Gain on sale of Color Printing and Imaging (less applicable income tax expense of $29, $1,889, $28 and $1,889)		54		3,508			52			3,508
Gain from discontinued operations, net of income taxes	$	1,575	$	3,430		$	1,510		$	3,117

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