SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE TO

(Amendment No. 2)

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. 2 (“Amendment No. 2”) amends and supplements the exhibit index of the Tender Offer Statement on Schedule TO, as amended on October 26, 2007, (the “Schedule TO”), 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, dated October 18, 2007 and as amended (the “Offer to Purchase”) and the related Letter of Transmittal, attached to the Schedule TO as Exhibit (a)(1) and Exhibit (a)(2), respectively.

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

Item 12. Exhibits.

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

(a)(10) Form of Letter to Participants in the Tektronix, Inc. Employee Stock Purchase Plan

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 29, 2007

DANAHER CORPORATION
By	/s/ Robert S. Lutz
Name:	Robert S. Lutz
Title:	Vice President and Chief Accounting Officer
RAVEN ACQUISITION CORP.
By	/s/ Robert S. Lutz
Name:	Robert S. Lutz
Title:	Vice President and Treasurer

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*
(a)(10)	Form of Letter to Participants in the Tektronix, Inc. Employee Stock Purchase Plan
(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)(10)

Exhibit (a)(10)

RE: TEKTRONIX, INC. – Offer to Purchase for Cash – ESPP 13B – Vested Restricted 13W

Dear Plan Participant:

Raven Acquisition Corp. (the “Purchaser”), an Oregon corporation and indirect wholly owned subsidiary of Danaher Corporation (“Parent”), a Delaware corporation, is offering (the “Offer”) to purchase for cash all outstanding shares of common stock together with the associated Series B No Par Preferred Shares Purchase Rights (collectively, the “Shares”) of Tektronix, Inc. (“Tektronix”), an Oregon corporation, at a price of $38.00 per Share, net to the seller in cash, without interest thereon (such amount or any greater amount per share paid pursuant to the Offer, the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 18, 2007 (the “Offer to Purchase”).

Following the consummation of the Offer and the satisfaction or waiver of certain conditions, the Purchaser will merge with and into Tektronix (the “Merger”), with Tektronix becoming an indirect wholly owned subsidiary of the Parent. In the Merger, each outstanding Share that is not owned by the Parent, the Purchaser, Tektronix or any of their wholly owned subsidiaries (other than Shares held by Tektronix Shareholders who perfect dissenters’ rights, if any, under the Oregon Business Corporation Act with respect to the Merger) will be converted into the right to receive the Offer Price, without interest.

The Offer is conditioned upon, among other things, (1) there being validly tendered and not properly withdrawn prior to the expiration of the Offer a number of Shares that represents at least a majority of the total outstanding Shares on a fully diluted basis (excluding any Shares issuable upon conversion of the Tektronix Convertible Notes), and (2) the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the regulations thereunder, and any applicable material foreign statutes and regulations.

Our records indicate that you hold Shares as a Participant in the Tektronix, Inc. Employee Stock Purchase Plan and /or Released Restricted Stock Plan. If you wish to tender Shares pursuant to the Offer, you must choose one of the following options: (1) Make your Election online by logging onto www.benefitaccess.com; or (2) make your election via the Stock Plan Services Voice Response System by dialing 800-367-4777 (you must dial +1-212-615-7835 from outside the United States). You will need your Personal Identification Number (PIN) to utilize this method of election; or (3) complete the information below and return this Letter by mail to: Smith Barney, Attn: Reorg Dept. – Tektronix, Inc. Offer, P.O. Box 955, Owing Mills, MD 21117, OR if you wish to return by overnight mail or another express delivery service, the delivery address is: Smith Barney, Attn: Reorg Dept. – Tektronix, Inc. Offer. Offer, 700 Red Brook Boulevard, Owings Mills, MD 21117. Note: It is recommended that ESPP participants utilize the web, or Stock Plan Services Voice Response System when submitting a response to avoid the possibility of instructions sent via mail being delayed or lost. Participants with released restricted stock must send their instructions in by mail. Also participants wishing to make a partial tender must send instructions in by mail.

The Offer will expire at 11:59 P.M., New York City time, on Thursday, November 15, 2007, unless it is properly extended (the “Expiration Date”). Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date.

Although the Offer will expire on Thursday, November 15, 2007, in order to timely process your tender instructions, Smith Barney must receive a properly completed response from you by 5:00 P.M., New York City time, on Wednesday, November 14, 2007, unless the Expiration Date is extended. Responses received after 5:00 P.M., New York City time, on Wednesday, November 14, will be handled on a best efforts basis. Tendering Shareholders will not be obligated to pay brokerage fees or commissions to tender their Shares.

Please review this Letter and complete the information requested below if you wish to tender all of your Shares under the Offer. If you do not respond to this Letter, your Shares will not be tendered by Smith Barney. If you have any questions, kindly contact Smith Barney’s Stock Plan Services Call Center at 1-800-367-4777.

This Letter is for information purposes only. Smith Barney cannot make a recommendation as to whether a shareholder should tender or refrain from tendering Shares under the Offer. PLEASE READ THIS LETTER AND THE OFFER TO PURCHASE BEFORE MAKING AN ELECTION BELOW.

ESPP Shares to Tender

Vested Restricted Stock to Tender

PLEASE COMPLETE THE FOLLOWING SECTION:

The undersigned acknowledges that he or she has received the Offer to Purchase related to the Offer by the Purchaser to purchase all outstanding Shares of Tektronix at the Offer Price, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase. The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the undersigned’s desire to tender, in accordance with the Offer, all Shares of Tektronix owned by the undersigned.

SOCIAL SECURITY NUMBER                                                                              

PRINT NAME                                                                                  

TELEPHONE (Daytime Number): Area Code (            )              -                     

E-MAIL ADDRESS (Optional):                                                                                  

SIGNATURE                                                                                  

DATE