Registration No. ________ 
 
                      SECURITIES AND EXCHANGE COMMISSION 
                            WASHINGTON, D.C.  20549 
 
                                    FORM S-8 
 
                             REGISTRATION STATEMENT 
                                     UNDER 
                           THE SECURITIES ACT OF 1933 
 
Fluke Corporation 
____________________________________________________________________________ 
(Exact Name of Registrant as Specified in Its Charter) 
 
Washington 
____________________________________________________________________________ 
(State or Other Jurisdiction of Incorporation or Organization) 
 
91-0606624 
____________________________________________________________________________ 
(I.R.S. Employer Identification No.) 
 
6920 Seaway Boulevard, Everett, WA                              98203 
____________________________________________________________________________ 
(Address of Principal Executive Offices)                      (Zip Code) 
 
Fluke Corporation Employee Stock Purchase Plan 
____________________________________________________________________________ 
(Full Title of the Plan) 
 
Douglas G. McKnight, 6920 Seaway Boulevard, Everett, WA  98203 
____________________________________________________________________________ 
(Name and Address of Agent for Service) 
 
(206) 356-5301 
____________________________________________________________________________ 
(Telephone Number, Including Area Code, of Agent for Service) 
 
The contents of an earlier Registration Statement on Form S-8, Registration  
No. 33-20968 and Post-Effective Amendment No. 1 are incorporated by reference.  
This Registration Statement on Form S-8 is filed to add additional securities  
of the same class as follows: 
 
                      CALCULATION OF REGISTRATION FEE 
 
                                Proposed      Proposed 
     Title of                    Maximum      Maximum 
    Securities                  Offering      Aggregate 
       To Be     Amount To Be    Price         Offering     Amount of 
    Registered    Registered   Per Share (1)  Price (1)  Registration Fee 
 
   Common Stock     300,000      $29.00       $6,960,000     $2,399.81 
   $.25 Par Value 
 
(1)  Estimated solely for the purpose of calculating the registration fee  
pursuant to Rule 457(c) and Rule 457(h) of the Securities Act of 1933.  The  
calculation of the registration fee of the shares is based on a price of  
$29.00 per share, which was the average of the high and low trading price of  
the Common Stock on August 29, 1994, on the American Stock Exchange as  
reported in "The Wall Street Journal", reduced by 20% to reflect Company  
contributions to the purchase price of the shares. 
<PAGE> 
 
Item 8.     Exhibits 
 
       Exhibit No:           Description 
 
           5            Opinion of Counsel 
 
           23.1         Consent of Independent Certified Public Accountants 
 
           24.1         Power of Attorney 
 
           24.2         Resolution of the Board of Directors 
 
 
 
                              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 Everett, State of Washington on this 31st day of  
August, 1994. 
 
 
 
 
                                     Fluke Corporation 
 
 

                                    /s/ Douglas G. McKnight
                                        Douglas G. McKnight 
                                        Vice President, General Counsel 
                                        and Corporate Secretary
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{"company-data": {"conformed-name": "FLUKE CORP", "cik": "0000037743", "assigned-sic": "3825", "irs-number": "910606624", "state-of-incorporation": "WA", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55331", "film-number": "94547695"}, "business-address": {"street1": "6920 SEAWAY BLVD", "city": "EVERETT", "state": "WA", "zip": "98203", "phone": "2063476100"}, "mail-address": {"street1": "P.O. BOX 9090 MS 203", "city": "EVERETT", "state": "WA", "zip": "98206"}, "former-company": {"former-conformed-name": "FLUKE JOHN MANUFACTURING CO INC", "date-changed": "19920703"}}
Registration No. ________ 
 
                      SECURITIES AND EXCHANGE COMMISSION 
                            WASHINGTON, D.C.  20549 
 
                                    FORM S-8 
 
                             REGISTRATION STATEMENT 
                                     UNDER 
                           THE SECURITIES ACT OF 1933 
 
Fluke Corporation 
____________________________________________________________________________ 
(Exact Name of Registrant as Specified in Its Charter) 
 
Washington 
____________________________________________________________________________ 
(State or Other Jurisdiction of Incorporation or Organization) 
 
91-0606624 
____________________________________________________________________________ 
(I.R.S. Employer Identification No.) 
 
6920 Seaway Boulevard, Everett, WA                              98203 
____________________________________________________________________________ 
(Address of Principal Executive Offices)                      (Zip Code) 
 
Fluke Corporation Employee Stock Purchase Plan 
____________________________________________________________________________ 
(Full Title of the Plan) 
 
Douglas G. McKnight, 6920 Seaway Boulevard, Everett, WA  98203 
____________________________________________________________________________ 
(Name and Address of Agent for Service) 
 
(206) 356-5301 
____________________________________________________________________________ 
(Telephone Number, Including Area Code, of Agent for Service) 
 
The contents of an earlier Registration Statement on Form S-8, Registration  
No. 33-20968 and Post-Effective Amendment No. 1 are incorporated by reference.  
This Registration Statement on Form S-8 is filed to add additional securities  
of the same class as follows: 
 
                      CALCULATION OF REGISTRATION FEE 
 
                                Proposed      Proposed 
     Title of                    Maximum      Maximum 
    Securities                  Offering      Aggregate 
       To Be     Amount To Be    Price         Offering     Amount of 
    Registered    Registered   Per Share (1)  Price (1)  Registration Fee 
 
   Common Stock     300,000      $29.00       $6,960,000     $2,399.81 
   $.25 Par Value 
 
(1)  Estimated solely for the purpose of calculating the registration fee  
pursuant to Rule 457(c) and Rule 457(h) of the Securities Act of 1933.  The  
calculation of the registration fee of the shares is based on a price of  
$29.00 per share, which was the average of the high and low trading price of  
the Common Stock on August 29, 1994, on the American Stock Exchange as  
reported in "The Wall Street Journal", reduced by 20% to reflect Company  
contributions to the purchase price of the shares.
Item 8.     Exhibits 
 
       Exhibit No:           Description 
 
           5            Opinion of Counsel 
 
           23.1         Consent of Independent Certified Public Accountants 
 
           24.1         Power of Attorney 
 
           24.2         Resolution of the Board of Directors 
 
 
 
                              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 Everett, State of Washington on this 31st day of  
August, 1994. 
 
 
 
 
                                     Fluke Corporation 
 
 

                                    /s/ Douglas G. McKnight
                                        Douglas G. McKnight 
                                        Vice President, General Counsel 
                                        and Corporate Secretary