SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE TO

(Amendment No. 1)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

TEKTRONIX, INC.

(Name of Subject Company)

RAVEN ACQUISITION CORP.

an indirect wholly owned subsidiary of

DANAHER CORPORATION

(Name of Filing Person—Offeror)

Common Shares, without par value

(including the Associated Series B No Par Preferred Shares Purchase Rights)

(Title of Class of Securities)

879131 10

(CUSIP Number of Class of Securities)

Daniel L. Comas

Executive Vice President and Chief Financial Officer

Danaher Corporation

2099 Pennsylvania Avenue, NW

12^th Floor

Washington, DC 20006

(202) 828-0850

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Trevor S. Norwitz, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Telephone: (212) 403-1000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$2,937,223,003.26	$90,172.75

* Estimated solely for purposes of calculating amount of the filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The transaction value was calculated by multiplying the tender offer price of $38.00 per share by the number of shares of common stock, without par value, of Tektronix, Inc. (“Shares”) outstanding on a fully diluted basis to be acquired in the tender offer as of October 12, 2007, based upon representations by Tektronix, Inc. in the Agreement and Plan of Merger dated as of October 14, 2007 (the “Merger Agreement”), among Tektronix, Inc., Danaher Corporation and Raven Acquisition Corp., consisting of (a) 75,084,510 Shares issued and outstanding, (b) 2,176,340 shares subject to outstanding company stock options and (c) 34,492 Shares subject to outstanding Company restricted stock units.

** The amount of the filing fee is calculated in accordance with Rule 0-11 of the Exchange Act by multiplying the transaction valuation by 0.00003070.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $90,172.75	Form or Registration No.: Schedule TO
Filing Party: Raven Acquisition Corp. and Danaher Corporation	Date Filed: October 18, 2007

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Offer to Purchase, dated October 18, 2007 (the “Offer to Purchase”), attached as Exhibit (a)(1) to the Tender Offer Statement on Schedule TO, as amended, (the “Schedule TO”), and the exhibit index of the Schedule TO both of which were originally filed with the Securities and Exchange Commission on October 18, 2007 by Danaher Corporation, a Delaware corporation (“Danaher”), and Raven Acquisition Corp., an Oregon corporation and an indirect wholly owned subsidiary of Danaher (the “Purchaser”). The Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, without par value, including associated Series B No Par Preferred Shares Purchase Rights (the “Shares”), of Tektronix, Inc., an Oregon corporation (“Tektronix”), at $38.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal. A copy of the Letter of Transmittal is attached to the Schedule TO as Exhibit (a)(2).

Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Offer to Purchase and Schedule TO.

Offer to Purchase

The Offer to Purchase is hereby amended and supplemented as follows:

Information Concerning Tektronix

The first sentence of the second paragraph of Section 8 of the Offer to Purchase entitled “Information Concerning Tektronix” is hereby amended and restated as follows:

“The following description of Tektronix and its business has been taken from Tektronix’s Form 10-K for the fiscal year ended May 26, 2007 which you are encouraged to read in its entirety for more information about Tektronix:

The first sentence of the final paragraph of Section 8 of the Offer to Purchase entitled “Information Concerning Tektronix” is hereby amended and restated as follows:

“The information concerning Tektronix contained in this Offer to Purchase has been taken from or based upon documents and records on file with the SEC and other public sources.”

Purpose of the Offer; the Merger Agreement; Statutory Requirements; Dissenters’ Rights; Plans for Tektronix; “Going Private” Transactions.

The first sentence of Section 11(b) of the Offer to Purchase entitled “Purpose of the Offer; the Merger Agreement; Statutory Requirements; Dissenters’ Rights; Plans for Tektronix; ‘Going Private’ Transactions,” incorporated by reference into Items 4, 5, 6, 8 and 11 of the Schedule TO, is hereby amended and restated as follows:

“(b) The Merger Agreement. The following provides a summary description of the Merger Agreement, which we have attached as Exhibit (d)(1) to the Tender Offer Statement on Schedule TO that we have filed with the SEC. You may examine and copy the Merger Agreement as set forth in Sections 8 and 9 above and are encouraged to read the Merger Agreement in its entirety.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

(a)(9) Form of Letter to Participants in the Tektronix, Inc. 401(k) Plan and Instruction Form

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 26, 2007

DANAHER CORPORATION
By	/s/ Daniel L. Comas
Name:	Daniel L. Comas
Title:	Executive Vice President and Chief Financial Officer
RAVEN ACQUISITION CORP.
By	/s/ Daniel L. Comas
Name:	Daniel L. Comas
Title:	President

EXHIBIT INDEX

(a)(1)	Offer to Purchase, dated October 18, 2007.*
(a)(2)	Form of Letter of Transmittal.*
(a)(3)	Form of Notice of Guaranteed Delivery.*
(a)(4)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(5)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(6)	Text of press release issued by Danaher dated October 15, 2007.*
(a)(7)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(8)	Form of summary advertisement dated October 18, 2007.*
(a)(9)	Form of Letter to Participants in the Tektronix, Inc. 401(k) Plan and Instruction Form
(b)	None.*
(d)(1)	Agreement and Plan of Merger, dated as of October 14, 2007, between Danaher Corporation, Raven Acquisition Corp. and Tektronix, Inc.*
(d)(2)	Confidentiality Agreement, dated as of September 3, 2007, between Danaher Corporation and Tektronix, Inc.*
(g)	None.
(h)	Not applicable.

* Previously filed

EX-99.(A)(9)

Exhibit (a)(9)

October , 2007

Dear Participants in the Tektronix, Inc. 401(k) Plan:

You are receiving this letter and the enclosed Instruction Form in connection with the offer by Raven Acquisition Corp., an Oregon corporation (“Purchaser”) and an indirect wholly-owned subsidiary of Danaher Corporation, a Delaware corporation (“Danaher”), to purchase all of the outstanding shares of common stock, without par value, including associated preferred stock purchase rights (the “Shares”) of Tektronix, Inc., an Oregon corporation (the “Company”), at a purchase price of $38.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and related Letter of Transmittal (which, as amended from time to time, together constitute the “Offer”). The enclosed Offer to Purchase describes the tender offer in greater detail, including the conditions that must be satisfied before Purchaser will purchase Shares in the tender offer.

This letter relates to the Shares held by you under the Tektronix 401(k) Plan (the “401(k) Plan”) that are held by The Northern Trust Company (“Northern”) as trustee of the 401(k) Plan on your behalf. A tender of such Shares can be made only by the trustee as the holder of record. However, under the terms of the 401(k) Plan, each participant or beneficiary, including you, is designated a “named fiduciary” for purposes of making a decision as to whether to instruct Northern, as trustee, to tender Shares allocated to your account under the 401(k) Plan for sale in accordance with the terms of the Offer. Because you are designated a “named fiduciary” for tender offer purposes under the 401(k) Plan, Northern is required to follow your validly delivered instructions, provided they are in accordance with the terms of the 401(k) Plan and are not inconsistent with Northern’s responsibilities under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). As a “named fiduciary” you are entitled to instruct Northern whether to tender all or a portion of the Shares allocated to your account under the 401(k) Plan as of the expiration date of the tender offer. Mercer HR Services, LLC (“Mercer”) is the administrator of the 401(k) Plan. In accordance with the terms of the 401(k) Plan, Northern requests instructions from you as to whether you wish to have Northern tender on your behalf any or all of such Shares held by Northern for your account, pursuant to the terms and subject to the conditions set forth in the Offer.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON THURSDAY, NOVEMBER 15, 2007, UNLESS THE OFFER IS EXTENDED.

To instruct Northern to tender Shares held by Northern in your 401(k) Plan account, please complete the attached Instruction Form and return it to Computershare Trust Company, N.A., acting as the tabulating agent for Northern, (“Computershare”) in the envelope provided so it is received on or before 5:00 p.m., New York City time (2:00 p.m., Pacific Time), November 9, 2007 (which is four business days before the Offer is currently scheduled to expire), so that your Shares may be properly tabulated and submitted to Northern to tender before the expiration date of the Offer. Please note that if Computershare does not receive a signed Instruction Form from you by this deadline, your Shares will not be submitted to be tendered into the Offer unless Northern determines that it is obligated to tender them.

Your attention is directed to the following:

1. The Offer price is $38.00 per Share, net to the seller in cash, without interest thereon.

2. The Offer is made for all of the outstanding Shares.

3. The Board of Directors of the Company has unanimously approved the Merger Agreement (as defined below) and the transactions contemplated thereby, including the Offer and the Merger (as defined below), and determined that the terms of the Offer and the Merger are fair to, and in the best interests of, the holders of the Shares, and recommends that the holders of Shares tender their Shares to the Purchaser pursuant to the Offer.

4. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of October 14, 2007, among Danaher, the Purchaser, and the Company (as it may be amended or supplemented from time to time, the “Merger Agreement”). The Merger Agreement provides, among other things, for the making of the Offer by the Purchaser, and further provides that, following the completion of the Offer, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the Oregon Business Corporation Act, the Purchaser will be merged with and into the Company (the “Merger”). Following the effective time of the Merger (the “Effective Time”), the Company will continue as the surviving corporation and become an indirect wholly-owned subsidiary of Danaher and the separate corporate existence of the Purchaser will cease. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares held by Danaher, Purchaser or any other wholly-owned subsidiary of Danaher or the Purchaser, or by any wholly-owned subsidiary of the Company) will be canceled, and will, by virtue of the Merger and without any action on the part of the holders of the Shares, be converted into the right to receive in cash the per Share price paid in the Offer, payable to the holder thereof, without interest, upon surrender of the Share Certificate, less any required withholding taxes.

5. The Offer and withdrawal rights will expire at 11:59 P.M., New York City time, on November 15, 2007, unless the Offer is extended. Please note that if the Offer is extended, the date upon which you must submit your instruction to Computershare will also be extended to 5:00 p.m., New York City time (2:00 p.m., Pacific Time), four business days before the extended date the Offer is scheduled to expire.

6. Tendering stockholders will not be obligated to pay brokerage fees or commissions or stock transfer taxes on the purchase of Shares pursuant to the Offer.

7. The Offer is conditioned upon, among other things, (1) there being validly tendered and not withdrawn prior to the Expiration Date (as defined in the Offer to Purchase) a number of Shares which represents at least a majority of the total number of outstanding Shares on a fully diluted basis (excluding Shares issuable on conversion of the Company’s Convertible Notes) on the date of purchase, and (2) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or under any material applicable foreign statutes or regulations having expired or been terminated.

Your instructions to us will be kept confidential. In order to ensure that your instructions to us remain confidential, please return the enclosed Instruction Form directly to Computershare.

If you previously signed and returned a Letter of Transmittal in connection with Common Shares held by you outside your 401(k) Plan account, you must still complete the enclosed Instruction Form and return it to Computershare in order to tender Common Shares held in your 401(k) Plan account.

If you have questions relating to the 401(k) Plan, call Mercer HR Services, LLC customer service toll-free at (866) 867-6860. If you have any questions with regard to the Offer to Purchase and associated tender offer materials in connection with the Offer, or if you have not received any of the offer materials, please call the Information Agent for the Offer, MacKenzie Partners, Inc. at (800) 322-2885.

Sincerely,

THE NORTHERN TRUST COMPANY, TRUSTEE OF THE TEKTRONIX 401(K) PLAN

INSTRUCTION FORM

IMPORTANT: READ THIS ENTIRE INSTRUCTION FORM

Instructions To The Northern Trust Company, as Trustee of the Tektronix 401(k) Plan (the “401(k) Plan”) (the “Trustee”) with regard to the Shares allocated to my account in the 401(k) Plan in response to the Offer to Purchase for Cash all Outstanding Shares of Common Stock, including associated Series B No Par Preferred Shares Purchase Rights of Tektronix, Inc. (the “Common Shares”) at $38.00 Net Per Share by Danaher Corporation (The “Offer”).

The number of Shares allocated to your account as of October 22, 2007, is set forth in this Instruction Form after the word “SHARES.”

Please check ONE box below:

¨ TENDER ALL of the Common Shares allocated to my account.

¨ TENDER ONLY the number of the Common Shares indicated below:

Number of Common Shares to be tendered (in whole numbers)                      (Please note, if the number of Common Shares indicated above is more than the number of Common Shares held in your account under the 401(k) Plan, your direction will be interpreted to be a direction to tender all of the Common Shares held in your account under the 401(k) Plan.)

¨ DO NOT TENDER any Common Shares allocated to my account.

Neither the trustee nor Mercer makes any recommendation as to your decision to tender or not to tender Common Shares allocated to your 401(k) Plan account.

As a participant in the Tektronix 401(k) Plan, I acknowledge receipt of the Offer to Purchase for Cash all Outstanding Shares of Common Stock of Tektronix, Inc. at $38.00 net per Common Share by Danaher Corporation, and hereby direct the Trustee to tender or not to tender the Common Shares allocated to my account under the 401(k) Plan as indicated above.

I understand that if I do not check one of the above boxes and sign, date and return this form to Computershare Trust Company, N.A., the Trustee will not tender the Common Shares allocated to my account.

	, 2007
Signature	Date                               Print Name

Your instructions may be changed or revoked at any time up until the deadline by delivering a new Instruction Form to Computershare Trust Company, N.A.

By Overnight Delivery:	By Mail:
Computershare Trust Company, N.A.	Computershare Trust Company, N.A.
Attn: Corporate Actions	Attn: Corporation Actions
250 Royall Street	P.O. Box 43011
Canton MA 02021	Providence RI 02940-3011

By Fax:

617-360-6810