As filed with the Securities and Exchange Commission on December 9, 1998
                                                     Registration No. __-_______


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

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

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


                OREGON                                     93-0343990
     (State or other jurisdiction                        (IRS Employer
   of incorporation or organization)                   Identification No.)

           26600 SW Parkway
          Wilsonville, Oregon                              97070-1000
         (Address of Principal                             (Zip Code)
           Executive Offices)

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

                                 Tektronix, Inc.
                            1989 Stock Incentive Plan
                                 Tektronix, Inc.
                             1998 Stock Option Plan
                              (Full title of plans)

                                 James F. Dalton
                       Vice President and General Counsel
                                 Tektronix, Inc.
                                26600 SW Parkway
                           Wilsonville, OR 97070-1000
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (503) 627-7111

                                    Copy to:

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


<PAGE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------
                                                  Proposed        Proposed
                                                   Maximum         Maximum            Amount
       Title of                 Amount            Offering        Aggregate             of
      Securities                 to Be            Price Per       Offering         Registration
   to Be Registered           Registered           Share(1)       Price(1)             Fee
   -----------------      -------------------     ---------     ------------       ------------
     <S>                  <C>                     <C>           <C>                 <C>       
     Common Shares        5,500,000 Shares(2)     $25.53125     $140,421,875        $39,037.28
      no par value
-----------------------------------------------------------------------------------------------

(1)  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 the average of the high and low prices
     of the Common Shares on the New York Stock Exchange on December 4, 1998 as
     reported in The Wall Street Journal.

(2)  Includes 1,500,000 Shares to be issued pursuant to the registrant's Stock
     Incentive Plan and 4,000,000 shares to be issued pursuant to the
     registrant's 1998 Stock Option Plan.

--------------------------------------------------------------------------------
</TABLE>


<PAGE>
                                     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 Company 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 Company 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 "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


                                      II-1
<PAGE>
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
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 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.


                                      II-2
<PAGE>
Item 7. Exemption From Registration Claimed.

          Not applicable.

Item 8. Exhibits.

          4.1  Restated Articles of Incorporation, as amended, of the Company.
               Incorporated by reference to Exhibit (3) to the Company's Form
               10-Q filed October 9, 1998 for the quarter ended August 29, 1998.
               SEC File No. 1-4837.

          4.2  Bylaws, as amended, of the Company. Incorporated by reference to
               Exhibit (3) to the Company's Form 10-Q filed April 5, 1996 for
               the 13 weeks ended February 25, 1995. SEC File No. 1-4837.

          4.3  Rights Agreement, dated August 16, 1990, between the Company and
               First Chicago Trust Company of New York. Incorporated by
               reference to the Company's Current Report on form 8-K dated
               August 16, 1990.

          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.

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;

               (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;

               (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.


                                      II-3
<PAGE>
          (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 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.


                                      II-4
<PAGE>
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Wilsonville, State of Oregon, on December 4, 1998.

                                       TEKTRONIX, INC.


                                       By   CARL W. NEUN
                                           -------------------------------------
                                            Carl W. Neun
                                            Senior Vice President and
                                            Chief Financial Officer

          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 this 4th day of December, 1998.

             Signature                            Title
             ---------                            -----

(1)  Principal Executive Officer:

    *JEROME J. MEYER                   Chairman, Chief Executive
     -----------------------------     Officer, President and Director
     Jerome J. Meyer


(2)  Principal Financial and Accounting Officer:

     CARL W. NEUN                      Senior Vice President
     -----------------------------     and Chief Financial Officer
     Carl W. Neun


(3)  Directors:

    *PAULINE LO ALKER                  Director
     -----------------------------
     Pauline Lo Alker


    *GARY AMES                         Director
     -----------------------------
     A. Gary Ames


    *GERRY B. CAMERON                  Director
     -----------------------------
     Gerry B. Cameron


    *DAVID N. CAMPBELL                 Director
     -----------------------------
     David N. Campbell


    *PAUL C. ELY, JR                   Director
     -----------------------------
     Paul C. Ely, Jr.


    *A.M. GLEASON                      Director
     -----------------------------
     A.M. Gleason


    *MERRILL MCPEAK                    Director
     -----------------------------
     Merrill A. McPeak


    *WILLIAM D. WALKER                 Director
     -----------------------------
     William D. Walker


    *By  CARL W. NEUN
         ------------------------------
         Carl W. Neun, Attorney-in-fact


                                      II-5
<PAGE>
                                  EXHIBIT INDEX

                                                                      Sequential
Exhibit                                                                  Page
Number       Document Description                                       Number
------       --------------------                                       ------

  4.1        Restated Articles of Incorporation, as amended,
             of the Company. Incorporated by reference to
             Exhibit (3) to the Company's Form 10-Q filed
             October 10, 1998 for the quarter ended August
             29, 1998. SEC File No. 1-4837.

  4.2        Bylaws, as amended, of the Company.
             Incorporated by reference to Exhibit (3) to the
             Company's Form 10-Q filed April 5, 1998 for the
             13 weeks ended February 25, 1995. SEC File No.
             1-4837.


  4.3        Rights Agreement, dated August 16, 1990,
             between the Company and First Chicago Trust
             Company of New York. Incorporated by reference
             to the Company's Current Report on form 8-K
             dated August 16, 1990.

  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.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19920}]
{"company-data": {"conformed-name": "TEKTRONIX INC", "cik": "0000096879", "assigned-sic": "3825", "irs-number": "930343990", "state-of-incorporation": "OR", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68607", "film-number": "98766551"}, "business-address": {"street1": "2660 SW PKWY", "city": "WILSONVILLE", "state": "OR", "zip": "97070", "phone": "5036277111"}, "mail-address": {"street1": "P O BOX 100", "city": "WILSONVILLE", "state": "OR", "zip": "97070-1000"}}
As filed with the Securities and Exchange Commission on December 9, 1998
                                                     Registration No. __-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

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

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

                OREGON                                     93-0343990
     (State or other jurisdiction                        (IRS Employer
   of incorporation or organization)                   Identification No.)

           26600 SW Parkway
          Wilsonville, Oregon                              97070-1000
         (Address of Principal                             (Zip Code)
           Executive Offices)

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

                                 Tektronix, Inc.
                            1989 Stock Incentive Plan
                                 Tektronix, Inc.
                             1998 Stock Option Plan
                              (Full title of plans)

                                 James F. Dalton
                       Vice President and General Counsel
                                 Tektronix, Inc.
                                26600 SW Parkway
                           Wilsonville, OR 97070-1000
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (503) 627-7111

                                    Copy to:

                               Margaret Hill Noto
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2600
                           Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------
                                                  Proposed        Proposed
                                                   Maximum         Maximum            Amount
       Title of                 Amount            Offering        Aggregate             of
      Securities                 to Be            Price Per       Offering         Registration
   to Be Registered           Registered           Share(1)       Price(1)             Fee
   -----------------      -------------------     ---------     ------------       ------------
Common Shares        5,500,000 Shares(2)     $25.53125     $140,421,875        $39,037.28
      no par value
-----------------------------------------------------------------------------------------------

(1)  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 the average of the high and low prices
     of the Common Shares on the New York Stock Exchange on December 4, 1998 as
     reported in The Wall Street Journal.

(2)  Includes 1,500,000 Shares to be issued pursuant to the registrant's Stock
     Incentive Plan and 4,000,000 shares to be issued pursuant to the
     registrant's 1998 Stock Option Plan.

--------------------------------------------------------------------------------
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 Company 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 Company 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 "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

                                      II-1
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
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 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.

                                      II-2
Item 7. Exemption From Registration Claimed.

          Not applicable.

Item 8. Exhibits.

          4.1  Restated Articles of Incorporation, as amended, of the Company.
               Incorporated by reference to Exhibit (3) to the Company's Form
               10-Q filed October 9, 1998 for the quarter ended August 29, 1998.
               SEC File No. 1-4837.

          4.2  Bylaws, as amended, of the Company. Incorporated by reference to
               Exhibit (3) to the Company's Form 10-Q filed April 5, 1996 for
               the 13 weeks ended February 25, 1995. SEC File No. 1-4837.

          4.3  Rights Agreement, dated August 16, 1990, between the Company and
               First Chicago Trust Company of New York. Incorporated by
               reference to the Company's Current Report on form 8-K dated
               August 16, 1990.

          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.

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;

               (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;

               (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.

                                      II-3
(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 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.

                                      II-4
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Wilsonville, State of Oregon, on December 4, 1998.

                                       TEKTRONIX, INC.

                                       By   CARL W. NEUN
                                           -------------------------------------
                                            Carl W. Neun
                                            Senior Vice President and
                                            Chief Financial Officer

          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 this 4th day of December, 1998.

             Signature                            Title
             ---------                            -----

(1)  Principal Executive Officer:

    *JEROME J. MEYER                   Chairman, Chief Executive
     -----------------------------     Officer, President and Director
     Jerome J. Meyer

(2)  Principal Financial and Accounting Officer:

     CARL W. NEUN                      Senior Vice President
     -----------------------------     and Chief Financial Officer
     Carl W. Neun

(3)  Directors:

    *PAULINE LO ALKER                  Director
     -----------------------------
     Pauline Lo Alker

    *GARY AMES                         Director
     -----------------------------
     A. Gary Ames

    *GERRY B. CAMERON                  Director
     -----------------------------
     Gerry B. Cameron

    *DAVID N. CAMPBELL                 Director
     -----------------------------
     David N. Campbell

    *PAUL C. ELY, JR                   Director
     -----------------------------
     Paul C. Ely, Jr.

    *A.M. GLEASON                      Director
     -----------------------------
     A.M. Gleason

    *MERRILL MCPEAK                    Director
     -----------------------------
     Merrill A. McPeak

    *WILLIAM D. WALKER                 Director
     -----------------------------
     William D. Walker

    *By  CARL W. NEUN
         ------------------------------
         Carl W. Neun, Attorney-in-fact

                                      II-5
EXHIBIT INDEX

                                                                      Sequential
Exhibit                                                                  Page
Number       Document Description                                       Number
------       --------------------                                       ------

  4.1        Restated Articles of Incorporation, as amended,
             of the Company. Incorporated by reference to
             Exhibit (3) to the Company's Form 10-Q filed
             October 10, 1998 for the quarter ended August
             29, 1998. SEC File No. 1-4837.

  4.2        Bylaws, as amended, of the Company.
             Incorporated by reference to Exhibit (3) to the
             Company's Form 10-Q filed April 5, 1998 for the
             13 weeks ended February 25, 1995. SEC File No.
             1-4837.

  4.3        Rights Agreement, dated August 16, 1990,
             between the Company and First Chicago Trust
             Company of New York. Incorporated by reference
             to the Company's Current Report on form 8-K
             dated August 16, 1990.

  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.