S-8

As filed with the Securities and Exchange Commission on January 10, 2003

Registration No. 333-___________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________

Form S-8
REGISTRATION STATEMENTUnder
THE SECURITIES ACT OF 1933

______________

TEKTRONIX, INC.
(Exact name of registrant as specified in its charter)

______________

OREGON	93-0343990
(State or other jurisdiction of incorporation	(IRS Employer Identification No.)
or organization)
14200 SW Karl Braun Drive	97077
Beaverton, Oregon	(Zip Code)
(Address of Principal Executive Offices)

     Tektronix, Inc. 2002 Stock Incentive Plan
Tektronix, Inc. 2001 Stock Option Plan
(Full title of plans)
___________________

James F. Dalton
Vice President, General Counsel and Secretary
Tektronix, Inc.
14200 SW Karl Braun Drive
Beaverton, OR 97077
(Name and address of agent for service)

Telephone number, including area code, of agent for service: (503) 627-6700

     Copy to:
Margaret Hill Noto
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to Be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Shares, without par value	5,560,000 Shares(1)	$18.555 (2)	$103,165,800 (1)	$9,491.25

(1)

Includes 5,500,000 Common Shares to be issued pursuant to the registrant’s 2002 Stock Incentive Plan and 60,000 Common Shares to be issued pursuant to the registrant’s 2001 Stock Option Plan. An additional 2,460,763 shares (plus additional shares that may again become available for grant under the old plans) now reserved for the 2002 Stock Incentive Plan were previously reserved for purposes of the Company’s Stock Incentive Plan and 1998 Stock Option Plan and are already registered with the Commission on Form S-8 under Reg. Nos. 333-68607 and 333-69840.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933. The calculation of the registration fee is based on $18.555, which was the average of the high and low prices of the Common Shares on the New York Stock Exchange on January 8, 2003.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.

     The following documents filed by Tektronix, Inc. (the “Company”) with the Securities and Exchange Commission are incorporated herein by reference:

     (a) The Company’s latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933 that contains audited financial statements for the Company’s latest fiscal year for which such statements have been filed.

     (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the annual report or prospectus referred to in (a) above.

     (c) The description of the authorized capital stock of the Company contained in the Company’s registration statement filed under Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating the description.

     All reports and other documents subsequently filed by the Company pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, 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.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

Item 6. Indemnification of Directors and Officers.

     The Oregon Business Corporation Act (the “Oregon Act”) permits a corporation to include a provision in its articles of incorporation that eliminates personal liability of directors to the corporation and its shareholders for monetary damages for conduct as directors, except that no such provision may eliminate or limit a director’s liability for (a) breach of the director’s duty of loyalty to the corporation or its shareholders, (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) an unlawful payment of a dividend or repurchase of stock or (d) any transaction from which the director derived an improper personal benefit. The Company’s Restated Articles of Incorporation, as amended (the

1

“Restated Articles”), limit the personal liability of directors to the Company and its shareholders for monetary damages for conduct as directors to the fullest extent permitted by the Oregon Act.

     The Oregon Act and the Company’s Restated Articles and Bylaws, as amended (the “Bylaws”), contain provisions regarding indemnification of directors and officers. In addition, certain directors and officers have entered into indemnity agreements (the “Indemnity Agreements”) with the Company. The general effect of the Oregon Act, the Restated Articles, the Bylaws and the Indemnity Agreements can be summarized as follows:

     (a) The Oregon Act provides that a director or officer who has been or is threatened to be made a defendant in a legal proceeding because that person is or was a director or officer of a corporation (1) shall be indemnified by the corporation for reasonable expenses of such litigation when the director or officer is wholly successful on the merits or otherwise, (2) may be indemnified by the corporation for expenses, judgments, fines, penalties and amounts paid in settlement of such litigation (other than a derivative suit), even if the director or officer is not successful on the merits or otherwise, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation (and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful) and (3) may be indemnified by the corporation for expenses of a derivative suit (a proceeding by or in the right of the corporation), even if the director or officer is not successful on the merits, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, provided that the director or officer is not adjudged liable to the corporation. The indemnification described in clauses (2) and (3) above may be made only upon a determination by (a) a majority of a quorum of disinterested directors or a committee of disinterested directors, (b) independent legal counsel or (c) the shareholders that indemnification is proper because the applicable standard of conduct has been met. The Oregon Act authorizes the advancement of litigation expenses to a director or officer upon receipt of a written affirmation of the director’s or officer’s good faith belief that the standard of conduct has been met and an undertaking by such director or officer to repay such expenses if it is ultimately determined that he or she is not entitled to be indemnified. The Oregon Act authorizes a court to award additional indemnification. The Oregon Act also authorizes a corporation to provide officers’ and directors’ liability insurance and provides that statutory indemnification rights are not exclusive of any other right to which those indemnified may be entitled under any bylaw, agreement, board action, vote of shareholders or otherwise.

     (b) The Company’s Restated Articles and Bylaws provide that the Company shall indemnify to the fullest extent then permitted by law a person who is made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative or otherwise (including a derivative action) because that person (1) is or was a director or officer of the Company or (2) is or was serving at the request of the Company as a director or officer of another corporation, partnership or enterprise. The indemnity shall extend to all expenses, amounts paid in settlement, judgments and fines incurred by the director or officer.

     (c) The Company has entered into Indemnity Agreements with certain directors and officers, which require the Company to indemnify the officer or director to the fullest extent permitted by law. The Indemnity Agreements also alter or clarify the statutory indemnity in the following respects, subject to specified exceptions: (1) indemnity is explicitly provided for

2

settlements in derivative actions, (2) prompt indemnification is required unless a determination is made that the director or officer has not met the required standard, (3) indemnification is provided with respect to a proceeding involving a claim for breach of fiduciary duty and (4) prompt advancement of expenses is required upon receipt of an undertaking that the director or officer will repay such amounts if it is ultimately determined that he or she is not entitled to indemnification, unless a determination is made that the director or officer has not met the required standard.

     The Company has obtained insurance protecting officers and directors against certain liabilities which they may incur in their capacities as such.

Item 7. Exemption From Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

	4.1	Restated Articles of Incorporation of the Company, as amended. Incorporated by reference to Exhibit (3)(i) to the Company’s Form 10-K filed August 2, 2001, SEC File No. 1-4837.
	4.2	Bylaws of the Company, as amended. Incorporated by reference to Exhibit (3)(ii) to the Company’s Form 10-K filed August 12, 2002, SEC File No. 1-4837.
	4.3	Rights Agreement, dated as of June 21, 2000, between the Company and ChaseMellon Shareholder Services, L.L.C. Incorporated by reference to Exhibit 4 of Form 8-K filed June 28, 2000, SEC File No. 1-4837.
	5.1	Opinion of Stoel Rives LLP.
	23.1	Consent of Deloitte & Touche LLP.
	23.2	Consent of Stoel Rives LLP (included in Exhibit 5.1).
	24.1	Powers of Attorney (2002 Stock Incentive Plan).
	24.2	Powers of Attorney (2001 Stock Option Plan).
Item 9. Undertakings.

	(a)	The undersigned registrant hereby undertakes:
		(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
			(i)     To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.
3

		(ii)     To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
		(iii)     To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
	(2)     That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3)     To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)     The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant

4

of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

5

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beaverton, State of Oregon, on January 10, 2003.

	TEKTRONIX, INC.
By	/s/ JAMES F. DALTON
	James F. Dalton, Vice President, General Counsel and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 10, 2003.

Signature	Title
/s/ *RICHARD H. WILLS	Chairman of the Board, Chief Executive
		Officer, and President (Principal
Richard H. Wills		Executive Officer)
/s/ *COLIN L. SLADE	Senior Vice President and Chief Financial
		Officer (Principal Financial and
Colin L. Slade		Accounting Officer)
/s/ *PAULINE LO ALKER	Director
Pauline Lo Alker
/s/ *A. GARY AMES	Director
A. Gary Ames

6 

/s/ *GERRY B. CAMERON	Director
Gerry B. Cameron
/s/ *DAVID N. CAMPBELL	Director
David N. Campbell
/s/ *FRANK C. GILL	Director
Frank C. Gill
/s/ *MERRILL A. MCPEAK	Director
Merrill A. McPeak
/s/ *JEROME J. MEYER	Director
Jerome J. Meyer

By:	/s/ JAMES F. DALTON
	James F. Dalton, Attorney-in-Fact

7 

EXHIBIT INDEX

Exhibit Number	Document Description
4.1	Restated Articles of Incorporation of the Company, as amended. Incorporated by reference to Exhibit (3)(i) to the Company's Form 10-K filed August 2, 2001, SEC File No. 1-4837.
4.2	Bylaws of the Company, as amended. Incorporated by reference to Exhibit (3)(ii) to the Company's Form 10-K filed August 12, 2002 SEC, File No. 1-4837.
4.3	Rights Agreement, dated as of June 21, 2000, between the Company and ChaseMellon Shareholder Services, L.L.C. Incorporated by reference to Exhibit 4 of Form 8-K filed June 28, 2000, SEC File No. 1-4837.
5.1	Opinion of Stoel Rives LLP.
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1	Powers of Attorney (2002 Stock Incentive Plan).
24.2	Powers of Attorney (2001 Stock Option Plan).

EX-5

                                                                     EXHIBIT 5.1

                                 Stoel Rives LLP
                                    Attorneys

                            Standard Insurance Center
                        900 SW Fifth Avenue, Suite 2600
                           Portland, Oregon 97204-1268

                                January 10, 2003

Board of Directors
Tektronix, Inc.
14200 SW Karl Braun Drive
Beaverton, Oregon 97077

      We have acted as counsel for Tektronix, Inc. (the "Company") in connection
with the filing of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, covering 5,500,000
Common Shares, without par value, of the Company issuable under the Company's
2002 Stock Incentive Plan (the "Incentive Shares") and 60,000 Common Shares
issuable under the Company's 2001 Stock Option Plan (the "Option Shares"). We
have reviewed the corporate actions of the Company in connection with this
matter and have examined those documents, corporate records, and other
instruments we deemed necessary for the purposes of this opinion.

      Based on the foregoing, it is our opinion that:

      1. The Company is a corporation duly organized and validly existing under
the laws of the state of Oregon;

      2. The Incentive Shares and Option Shares have been duly authorized; and

      3. The Incentive Shares and Option Shares, when issued in accordance with
the Company's 2002 Stock Incentive Plan and 2001 Stock Option Plan,
respectively, and resolutions adopted by the board of directors of the Company,
and when payment therefor shall have been received by the Company, will be
legally issued, fully paid and nonassessable.

      This opinion is not rendered with respect to any laws other than the laws
of the state of Oregon and the federal laws of the United States of America.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                        Very truly yours,


                                        /s/ STOEL RIVES LLP
                                        STOEL RIVES LLP

EX-23

                                                                    EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Tektronix, Inc. on Form S-8 of our report dated June 20, 2002, appearing in the
Annual Report on Form 10-K of Tektronix, Inc. for the year ended May 25, 2002.


/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Portland, Oregon
January 10, 2003

EX-24

                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY
                                -----------------
                          (2002 Stock Incentive Plan)

      The undersigned, an officer and/or director of TEKTRONIX, INC.
("Tektronix"), constitutes and appoints RICHARD H. WILLS, COLIN L. SLADE, and
JAMES F. DALTON, and each of them, his or her true and lawful attorney and agent
to do any and all acts and things and to execute in his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) any and all
instruments which the attorney and agent may deem necessary or advisable in
order to enable Tektronix to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration and issuance under the Securities
Act of 1933, as amended, of Common Shares of Tektronix pursuant to the
Tektronix, Inc. 2002 Stock Incentive Plan, including specifically, but without
limitation thereto, power and authority to sign his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) to one or more
Registration Statements on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect to
such Common Shares or any exhibits filed therewith; and to file the same with
the Securities and Exchange Commission; and the undersigned does hereby ratify
and confirm all that the attorney and agent shall do or cause to be done by
virtue hereof.

DATED: June 20, 2002


                                        /s/ RICHARD H. WILLS
                                        ----------------------------------------
                                        (Signature)


                                        Richard H. Wills
                                        ----------------------------------------
                                        (Type or Print Name)



                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY
                                -----------------
                          (2002 Stock Incentive Plan)

      The undersigned, an officer and/or director of TEKTRONIX, INC.
("Tektronix"), constitutes and appoints RICHARD H. WILLS, COLIN L. SLADE, and
JAMES F. DALTON, and each of them, his or her true and lawful attorney and agent
to do any and all acts and things and to execute in his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) any and all
instruments which the attorney and agent may deem necessary or advisable in
order to enable Tektronix to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration and issuance under the Securities
Act of 1933, as amended, of Common Shares of Tektronix pursuant to the
Tektronix, Inc. 2002 Stock Incentive Plan, including specifically, but without
limitation thereto, power and authority to sign his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) to one or more
Registration Statements on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect to
such Common Shares or any exhibits filed therewith; and to file the same with
the Securities and Exchange Commission; and the undersigned does hereby ratify
and confirm all that the attorney and agent shall do or cause to be done by
virtue hereof.

DATED: June 20, 2002


                                        /s/ COLIN L. SLADE
                                        ----------------------------------------
                                        (Signature)


                                        Colin L. Slade
                                        ----------------------------------------
                                        (Type or Print Name)



                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY
                                -----------------
                          (2002 Stock Incentive Plan)

      The undersigned, an officer and/or director of TEKTRONIX, INC.
("Tektronix"), constitutes and appoints RICHARD H. WILLS, COLIN L. SLADE, and
JAMES F. DALTON, and each of them, his or her true and lawful attorney and agent
to do any and all acts and things and to execute in his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) any and all
instruments which the attorney and agent may deem necessary or advisable in
order to enable Tektronix to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration and issuance under the Securities
Act of 1933, as amended, of Common Shares of Tektronix pursuant to the
Tektronix, Inc. 2002 Stock Incentive Plan, including specifically, but without
limitation thereto, power and authority to sign his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) to one or more
Registration Statements on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect to
such Common Shares or any exhibits filed therewith; and to file the same with
the Securities and Exchange Commission; and the undersigned does hereby ratify
and confirm all that the attorney and agent shall do or cause to be done by
virtue hereof.

DATED: June 20, 2002

                                        /s/ PAULINE LO ALKER
                                        ----------------------------------------
                                        (Signature)


                                        Pauline Lo Alker
                                        ----------------------------------------
                                        (Type or Print Name)



                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY
                                -----------------
                          (2002 Stock Incentive Plan)

      The undersigned, an officer and/or director of TEKTRONIX, INC.
("Tektronix"), constitutes and appoints RICHARD H. WILLS, COLIN L. SLADE, and
JAMES F. DALTON, and each of them, his or her true and lawful attorney and agent
to do any and all acts and things and to execute in his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) any and all
instruments which the attorney and agent may deem necessary or advisable in
order to enable Tektronix to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration and issuance under the Securities
Act of 1933, as amended, of Common Shares of Tektronix pursuant to the
Tektronix, Inc. 2002 Stock Incentive Plan, including specifically, but without
limitation thereto, power and authority to sign his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) to one or more
Registration Statements on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect to
such Common Shares or any exhibits filed therewith; and to file the same with
the Securities and Exchange Commission; and the undersigned does hereby ratify
and confirm all that the attorney and agent shall do or cause to be done by
virtue hereof.

DATED: June 20, 2002

                                        /s/ A. GARY AMES
                                        ----------------------------------------
                                        (Signature)


                                        A. Gary Ames
                                        ----------------------------------------
                                        (Type or Print Name)



                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY
                                -----------------
                          (2002 Stock Incentive Plan)

      The undersigned, an officer and/or director of TEKTRONIX, INC.
("Tektronix"), constitutes and appoints RICHARD H. WILLS, COLIN L. SLADE, and
JAMES F. DALTON, and each of them, his or her true and lawful attorney and agent
to do any and all acts and things and to execute in his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) any and all
instruments which the attorney and agent may deem necessary or advisable in
order to enable Tektronix to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration and issuance under the Securities
Act of 1933, as amended, of Common Shares of Tektronix pursuant to the
Tektronix, Inc. 2002 Stock Incentive Plan, including specifically, but without
limitation thereto, power and authority to sign his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) to one or more
Registration Statements on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect to
such Common Shares or any exhibits filed therewith; and to file the same with
the Securities and Exchange Commission; and the undersigned does hereby ratify
and confirm all that the attorney and agent shall do or cause to be done by
virtue hereof.

DATED: June 20, 2002

                                        /s/ GERRY B. CAMERON
                                        ----------------------------------------
                                        (Signature)


                                        Gerry B. Cameron
                                        ----------------------------------------
                                        (Type or Print Name)



                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY
                                -----------------
                          (2002 Stock Incentive Plan)

      The undersigned, an officer and/or director of TEKTRONIX, INC.
("Tektronix"), constitutes and appoints RICHARD H. WILLS, COLIN L. SLADE, and
JAMES F. DALTON, and each of them, his or her true and lawful attorney and agent
to do any and all acts and things and to execute in his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) any and all
instruments which the attorney and agent may deem necessary or advisable in
order to enable Tektronix to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration and issuance under the Securities
Act of 1933, as amended, of Common Shares of Tektronix pursuant to the
Tektronix, Inc. 2002 Stock Incentive Plan, including specifically, but without
limitation thereto, power and authority to sign his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) to one or more
Registration Statements on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect to
such Common Shares or any exhibits filed therewith; and to file the same with
the Securities and Exchange Commission; and the undersigned does hereby ratify
and confirm all that the attorney and agent shall do or cause to be done by
virtue hereof.

DATED: June 20, 2002

                                        /s/ DAVID N. CAMPBELL
                                        ----------------------------------------
                                        (Signature)


                                        David N. Campbell
                                        ----------------------------------------
                                        (Type or Print Name)



                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY
                                -----------------
                          (2002 Stock Incentive Plan)

      The undersigned, an officer and/or director of TEKTRONIX, INC.
("Tektronix"), constitutes and appoints RICHARD H. WILLS, COLIN L. SLADE, and
JAMES F. DALTON, and each of them, his or her true and lawful attorney and agent
to do any and all acts and things and to execute in his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) any and all
instruments which the attorney and agent may deem necessary or advisable in
order to enable Tektronix to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration and issuance under the Securities
Act of 1933, as amended, of Common Shares of Tektronix pursuant to the
Tektronix, Inc. 2002 Stock Incentive Plan, including specifically, but without
limitation thereto, power and authority to sign his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) to one or more
Registration Statements on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect to
such Common Shares or any exhibits filed therewith; and to file the same with
the Securities and Exchange Commission; and the undersigned does hereby ratify
and confirm all that the attorney and agent shall do or cause to be done by
virtue hereof.

DATED: June 20, 2002

                                        /s/ FRANK C. GILL
                                        ----------------------------------------
                                        (Signature)


                                        Frank C. Gill
                                        ----------------------------------------
                                        (Type or Print Name)



                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY
                                -----------------
                          (2002 Stock Incentive Plan)

      The undersigned, an officer and/or director of TEKTRONIX, INC.
("Tektronix"), constitutes and appoints RICHARD H. WILLS, COLIN L. SLADE, and
JAMES F. DALTON, and each of them, his or her true and lawful attorney and agent
to do any and all acts and things and to execute in his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) any and all
instruments which the attorney and agent may deem necessary or advisable in
order to enable Tektronix to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration and issuance under the Securities
Act of 1933, as amended, of Common Shares of Tektronix pursuant to the
Tektronix, Inc. 2002 Stock Incentive Plan, including specifically, but without
limitation thereto, power and authority to sign his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) to one or more
Registration Statements on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect to
such Common Shares or any exhibits filed therewith; and to file the same with
the Securities and Exchange Commission; and the undersigned does hereby ratify
and confirm all that the attorney and agent shall do or cause to be done by
virtue hereof.

DATED: June 20, 2002

                                        /s/ MERRILL A. McPEAK
                                        ----------------------------------------
                                        (Signature)


                                        Merrill A. McPeak
                                        ----------------------------------------
                                        (Type or Print Name)



                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY
                                -----------------
                          (2002 Stock Incentive Plan)

      The undersigned, an officer and/or director of TEKTRONIX, INC.
("Tektronix"), constitutes and appoints RICHARD H. WILLS, COLIN L. SLADE, and
JAMES F. DALTON, and each of them, his or her true and lawful attorney and agent
to do any and all acts and things and to execute in his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) any and all
instruments which the attorney and agent may deem necessary or advisable in
order to enable Tektronix to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration and issuance under the Securities
Act of 1933, as amended, of Common Shares of Tektronix pursuant to the
Tektronix, Inc. 2002 Stock Incentive Plan, including specifically, but without
limitation thereto, power and authority to sign his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) to one or more
Registration Statements on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect to
such Common Shares or any exhibits filed therewith; and to file the same with
the Securities and Exchange Commission; and the undersigned does hereby ratify
and confirm all that the attorney and agent shall do or cause to be done by
virtue hereof.

DATED: June 20, 2002

                                        /s/ JEROME J. MEYER
                                        ----------------------------------------
                                        (Signature)


                                        Jerome J. Meyer
                                        ----------------------------------------
                                        (Type or Print Name)

EX-24

                                                                    EXHIBIT 24.2

                                POWER OF ATTORNEY
                                -----------------
                            (2001 Stock Option Plan)

      The undersigned, an officer and/or director of TEKTRONIX, INC.
("Tektronix"), constitutes and appoints RICHARD H. WILLS, COLIN L. SLADE, and
JAMES F. DALTON, and each of them, his or her true and lawful attorney and agent
to do any and all acts and things and to execute in his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) any and all
instruments which the attorney and agent may deem necessary or advisable in
order to enable Tektronix to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration and issuance under the Securities
Act of 1933, as amended, of Common Shares of Tektronix pursuant to the
Tektronix, Inc. 2001 Stock Option Plan, including specifically, but without
limitation thereto, power and authority to sign his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) to one or more
Registration Statements on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect to
such Common Shares or any exhibits filed therewith; and to file the same with
the Securities and Exchange Commission; and the undersigned does hereby ratify
and confirm all that the attorney and agent shall do or cause to be done by
virtue hereof.

DATED: September 26, 2002


                                        /s/ RICHARD H. WILLS
                                        ----------------------------------------
                                        (Signature)


                                        Richard H. Wills
                                        ----------------------------------------
                                        (Print Name)



                                                                    EXHIBIT 24.2

                                POWER OF ATTORNEY
                                -----------------
                            (2001 Stock Option Plan)

      The undersigned, an officer and/or director of TEKTRONIX, INC.
("Tektronix"), constitutes and appoints RICHARD H. WILLS, COLIN L. SLADE, and
JAMES F. DALTON, and each of them, his or her true and lawful attorney and agent
to do any and all acts and things and to execute in his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) any and all
instruments which the attorney and agent may deem necessary or advisable in
order to enable Tektronix to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration and issuance under the Securities
Act of 1933, as amended, of Common Shares of Tektronix pursuant to the
Tektronix, Inc. 2001 Stock Option Plan, including specifically, but without
limitation thereto, power and authority to sign his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) to one or more
Registration Statements on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect to
such Common Shares or any exhibits filed therewith; and to file the same with
the Securities and Exchange Commission; and the undersigned does hereby ratify
and confirm all that the attorney and agent shall do or cause to be done by
virtue hereof.

DATED: September 26, 2002


                                        /s/ COLIN L. SLADE
                                        ----------------------------------------
                                        (Signature)


                                        Colin L. Slade
                                        ----------------------------------------
                                        (Type or Print Name)



                                                                    EXHIBIT 24.2

                                POWER OF ATTORNEY
                                -----------------
                            (2001 Stock Option Plan)

      The undersigned, an officer and/or director of TEKTRONIX, INC.
("Tektronix"), constitutes and appoints RICHARD H. WILLS, COLIN L. SLADE, and
JAMES F. DALTON, and each of them, his or her true and lawful attorney and agent
to do any and all acts and things and to execute in his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) any and all
instruments which the attorney and agent may deem necessary or advisable in
order to enable Tektronix to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration and issuance under the Securities
Act of 1933, as amended, of Common Shares of Tektronix pursuant to the
Tektronix, Inc. 2001 Stock Option Plan, including specifically, but without
limitation thereto, power and authority to sign his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) to one or more
Registration Statements on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect to
such Common Shares or any exhibits filed therewith; and to file the same with
the Securities and Exchange Commission; and the undersigned does hereby ratify
and confirm all that the attorney and agent shall do or cause to be done by
virtue hereof.

DATED: September 26, 2002


                                        /s/ PAULINE LO ALKER
                                        ----------------------------------------
                                        (Signature)


                                        Pauline Lo Alker
                                        ----------------------------------------
                                        (Type or Print Name)



                                                                    EXHIBIT 24.2

                                POWER OF ATTORNEY
                                -----------------
                            (2001 Stock Option Plan)

      The undersigned, an officer and/or director of TEKTRONIX, INC.
("Tektronix"), constitutes and appoints RICHARD H. WILLS, COLIN L. SLADE, and
JAMES F. DALTON, and each of them, his or her true and lawful attorney and agent
to do any and all acts and things and to execute in his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) any and all
instruments which the attorney and agent may deem necessary or advisable in
order to enable Tektronix to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration and issuance under the Securities
Act of 1933, as amended, of Common Shares of Tektronix pursuant to the
Tektronix, Inc. 2001 Stock Option Plan, including specifically, but without
limitation thereto, power and authority to sign his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) to one or more
Registration Statements on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect to
such Common Shares or any exhibits filed therewith; and to file the same with
the Securities and Exchange Commission; and the undersigned does hereby ratify
and confirm all that the attorney and agent shall do or cause to be done by
virtue hereof.

DATED: September 26, 2002


                                        /s/ A. GARY AMES
                                        ----------------------------------------
                                        (Signature)


                                        A. Gary Ames
                                        ----------------------------------------
                                        (Type or Print Name)



                                                                    EXHIBIT 24.2

                                POWER OF ATTORNEY
                                -----------------
                            (2001 Stock Option Plan)

      The undersigned, an officer and/or director of TEKTRONIX, INC.
("Tektronix"), constitutes and appoints RICHARD H. WILLS, COLIN L. SLADE, and
JAMES F. DALTON, and each of them, his or her true and lawful attorney and agent
to do any and all acts and things and to execute in his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) any and all
instruments which the attorney and agent may deem necessary or advisable in
order to enable Tektronix to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration and issuance under the Securities
Act of 1933, as amended, of Common Shares of Tektronix pursuant to the
Tektronix, Inc. 2001 Stock Option Plan, including specifically, but without
limitation thereto, power and authority to sign his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) to one or more
Registration Statements on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect to
such Common Shares or any exhibits filed therewith; and to file the same with
the Securities and Exchange Commission; and the undersigned does hereby ratify
and confirm all that the attorney and agent shall do or cause to be done by
virtue hereof.

DATED: September 26, 2002


                                        /s/ GERRY B. CAMERON
                                        ----------------------------------------
                                        (Signature)


                                        Gerry B. Cameron
                                        ----------------------------------------
                                        (Type or Print Name)



                                                                    EXHIBIT 24.2

                                POWER OF ATTORNEY
                                -----------------
                            (2001 Stock Option Plan)

      The undersigned, an officer and/or director of TEKTRONIX, INC.
("Tektronix"), constitutes and appoints RICHARD H. WILLS, COLIN L. SLADE, and
JAMES F. DALTON, and each of them, his or her true and lawful attorney and agent
to do any and all acts and things and to execute in his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) any and all
instruments which the attorney and agent may deem necessary or advisable in
order to enable Tektronix to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration and issuance under the Securities
Act of 1933, as amended, of Common Shares of Tektronix pursuant to the
Tektronix, Inc. 2001 Stock Option Plan, including specifically, but without
limitation thereto, power and authority to sign his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) to one or more
Registration Statements on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect to
such Common Shares or any exhibits filed therewith; and to file the same with
the Securities and Exchange Commission; and the undersigned does hereby ratify
and confirm all that the attorney and agent shall do or cause to be done by
virtue hereof.

DATED: September 26, 2002

                                        /s/ DAVID N. CAMPBELL
                                        ----------------------------------------
                                        (Signature)


                                        David N. Campbell
                                        ----------------------------------------
                                        (Type or Print Name)



                                                                    EXHIBIT 24.2

                                POWER OF ATTORNEY
                                -----------------
                            (2001 Stock Option Plan)

      The undersigned, an officer and/or director of TEKTRONIX, INC.
("Tektronix"), constitutes and appoints RICHARD H. WILLS, COLIN L. SLADE, and
JAMES F. DALTON, and each of them, his or her true and lawful attorney and agent
to do any and all acts and things and to execute in his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) any and all
instruments which the attorney and agent may deem necessary or advisable in
order to enable Tektronix to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration and issuance under the Securities
Act of 1933, as amended, of Common Shares of Tektronix pursuant to the
Tektronix, Inc. 2001 Stock Option Plan, including specifically, but without
limitation thereto, power and authority to sign his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) to one or more
Registration Statements on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect to
such Common Shares or any exhibits filed therewith; and to file the same with
the Securities and Exchange Commission; and the undersigned does hereby ratify
and confirm all that the attorney and agent shall do or cause to be done by
virtue hereof.

DATED: September 26, 2002


                                        /s/ FRANK C. GILL
                                        ----------------------------------------
                                        (Signature)


                                        Frank C. Gill
                                        ----------------------------------------
                                        (Type or Print Name)



                                                                    EXHIBIT 24.2

                                POWER OF ATTORNEY
                                -----------------
                            (2001 Stock Option Plan)

      The undersigned, an officer and/or director of TEKTRONIX, INC.
("Tektronix"), constitutes and appoints RICHARD H. WILLS, COLIN L. SLADE, and
JAMES F. DALTON, and each of them, his or her true and lawful attorney and agent
to do any and all acts and things and to execute in his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) any and all
instruments which the attorney and agent may deem necessary or advisable in
order to enable Tektronix to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration and issuance under the Securities
Act of 1933, as amended, of Common Shares of Tektronix pursuant to the
Tektronix, Inc. 2001 Stock Option Plan, including specifically, but without
limitation thereto, power and authority to sign his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) to one or more
Registration Statements on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect to
such Common Shares or any exhibits filed therewith; and to file the same with
the Securities and Exchange Commission; and the undersigned does hereby ratify
and confirm all that the attorney and agent shall do or cause to be done by
virtue hereof.

DATED: September 26, 2002

                                        /s/ MERRILL A. McPEAK
                                        ----------------------------------------
                                        (Signature)

                                        Merrill A. McPeak
                                        ----------------------------------------
                                        (Type or Print Name)



                                                                    EXHIBIT 24.2

                                POWER OF ATTORNEY
                                -----------------
                            (2001 Stock Option Plan)

      The undersigned, an officer and/or director of TEKTRONIX, INC.
("Tektronix"), constitutes and appoints RICHARD H. WILLS, COLIN L. SLADE, and
JAMES F. DALTON, and each of them, his or her true and lawful attorney and agent
to do any and all acts and things and to execute in his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) any and all
instruments which the attorney and agent may deem necessary or advisable in
order to enable Tektronix to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration and issuance under the Securities
Act of 1933, as amended, of Common Shares of Tektronix pursuant to the
Tektronix, Inc. 2001 Stock Option Plan, including specifically, but without
limitation thereto, power and authority to sign his or her name (whether on
behalf of Tektronix or as an officer or director of Tektronix) to one or more
Registration Statements on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect to
such Common Shares or any exhibits filed therewith; and to file the same with
the Securities and Exchange Commission; and the undersigned does hereby ratify
and confirm all that the attorney and agent shall do or cause to be done by
virtue hereof.

DATED: September 26, 2002

                                        /s/ JEROME J. MEYER
                                        ----------------------------------------
                                        (Signature)


                                        Jerome. J. Meyer
                                        ----------------------------------------
                                        (Type or Print Name)