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 1998 Stock Incentive Plan
(Full Title of the Plan)

  Douglas G. McKnight, 6920 Seaway Boulevard, Everett, WA  98203
(Name and Address of Agent for Service)

  (425) 356-5301
(Telephone Number, Including Area Code, of Agent for Service)

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    1,500,000(2)   $23.25         $34,875,000   $10,288.12
$.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, as 
amended (the "Act").  The calculation of the registration fee of the shares is 
based on a price of $23.25 per share, which was the average of the high and 
low trading prices of the Common Stock on December 12, 1997 on the New York 
Stock Exchange as reported in The Wall Street Journal.

(2)  Together with an indeterminate number of shares of Common Stock which may 
be necessary to adjust the number of shares reserved for issuance pursuant to 
the Fluke Corporation 1998 Stock Incentive Plan as the result of any future 
stock split, stock dividend or similar adjustment of the outstanding Common 
Stock of the Registrant.

PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (File 
No. 1-5590) are hereby incorporated by reference in this Registration 
Statement:  (a) the Registrant's Annual Report on Form 10-K for the year ended 
April 25, 1997; (b) the Registrant's Quarterly Reports on Form 10-Q for the 
periods ended July 25, 1997 and October 24, 1997 and the Registrant's current 
report on Form 8-K dated September 12, 1997; and (c) the description of the 
Registrants' Common Stock contained in the Company's registration statement on 
Form 8-A filed on March 10, 1995, including any amendment or report filed for 
the purpose of updating such description.  

Also deemed to be incorporated herein by reference and to be a part hereof from 
the date of filing are all documents filed by the Registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as 
amended, subsequent to the date of this Registration Statement and prior to the 
filing of a post effective amendment which indicates that all securities 
offered have been sold or deregisters all securities then remaining unsold.


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 Washington Business Corporation Act permits a corporation to indemnify its 
directors for reasonable expenses if a director is wholly successful in the 
defense of any proceeding in which he or she has been made a party by reason 
of the fact that he or she was or is a director and for judgments, penalties, 
fines, settlements, or reasonable expenses incurred in a proceeding upon a 
determination by the Board of Directors, a committee of the Board, independent 
legal counsel, or the stockholders that the director acted in good faith and, 
in the case of conduct in the director's official capacity with the 
corporation, the director reasonably believed that his or her conduct was in 
the corporation's best interests, or, in all other cases, the director 
reasonably believed that his or her conduct was at least not opposed to the 
corporation's best interests. The Washington Business Corporation Act permits 
similar indemnification of officers. Washington law permits a corporation to 
provide further  indemnity to directors and officers, subject to certain 
authorization requirements, except that indemnification is not permitted with 
respect to intentional misconduct, a knowing violation of law, approval of an 
unlawful distribution or loan, or a transaction involving the director's 
receipt of an improper personal benefit.

Article XII of the Registrant's Articles of Incorporation authorizes the 
Registrant's Board of Directors to take any action it deems appropriate to 
indemnify the Registrant's directors to the fullest extent permitted by 
Washington law.  This provision is sufficiently broad that it might, under 
certain circumstances, permit indemnification for liability arising under the 
Act.



The Registrant's Bylaws provide a right to indemnification for all expense, 
liability, and loss (including reasonable attorneys' fees, costs, judgments, 
fines, ERISA excise taxes or penalties, and amounts paid in settlement) to 
which a director is exposed by reason of the fact that he or she is or was 
serving as a director or officer of the Registrant or, at the request of the 
Registrant, as a director, officer, employee or agent of another corporation, 
partnership, joint venture, trust or other enterprise, including an employee 
benefit plan.  Such a person cannot, however, be indemnified when (a) the 
Registrant is legally unable to grant indemnity or (b) for expenses related to 
a proceeding or claim that has been initiated without Board approval by the 
person requesting indemnification.  The Registrant's Bylaws also recognize the 
Registrant's ability to advance expenses to an indemnitee, subject to a 
requirement that the indemnitee undertake to repay the expenses if he or she 
subsequently is found not to have met the standards required for 
indemnification.  The Board of Directors may also approve indemnification of 
all employees (including officers), agents, and others serving the Registrant.

As permitted by the Washington Business Corporation Act, the Articles of 
Incorporation of the Registrant provide that, to the fullest extent permitted 
by law, directors shall not be personally liable to the Registrant or its 
shareholders for monetary damages.  At present, under the Washington Business 
Corporation Act, liability would not be limited under circumstances involving 
(a) acts of intentional misconduct or a knowing violation of law, (b) approval 
of certain distributions or loans contrary to law, or (c) any transaction from 
which the director will personally receive a benefit in money, property or 
services to which the director is not legally entitled.  Thus, a director of 
the Registrant would not be liable for breaches of the duties of care or 
loyalty or otherwise liable to the Registrant or its shareholders for 
violations of state corporate law unless he or she violated the statutory 
exceptions listed above.  This provision is sufficiently broad that it might, 
under certain circumstances, permit indemnification for liability arising 
under the Act.


Item 7.  Exemption from Registration Claimed.

Not applicable.


Item 8.  Exhibits.

         Exhibit No:         Description

           4.1             Fluke Corporation 1998 Stock Incentive Plan

           4.2             Stockholders Rights Plan as amended and restated
                           April 25, 1997 (filed as Exhibit 4.1 to the
                           Registrant's Annual Report on Form 10-K for the
                           year ended April 25, 1997 and incorporated herein
                           by reference)

           5.1             Opinion of Counsel

          23.1             Consent of Ernst & Young LLP, Independent Auditors

          23.2             Consent of Counsel (included in opinion filed as   
                           Exhibit 5.1 hereto)

          24.1             Power of Attorney (see signature page)



Item 9.  Undertakings.

(a)  Rule 415 Offering.

        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.  Notwithstanding the foregoing, any 
increase or decrease in volume of securities offered (if the total 
dollar value of securities offered would not exceed that which is 
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 percent 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 registration statement is on Form S-3, Form S-8 or Form F-3, and the 
information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed with or furnished to the 
Commission 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)  Filings Incorporating Subsequent Exchange Act Documents by Reference.

      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 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to 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.


(e)  Incorporated Annual Reports and Quarterly Reports.

      The undersigned Registrant hereby undertakes to deliver or cause to be 
delivered with the prospectus, to each person to whom the prospectus is sent 
or given, the latest annual report to security holders that is incorporated by 
reference in the prospectus and furnished pursuant to and meeting the 
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 
1934; and, where interim financial information required to be presented by 
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or 
cause to be delivered to each person to whom the prospectus is sent or given, 
the latest quarterly report that is specifically incorporated by reference in 
the prospectus to provide such interim financial information.

(h)  Filing of Registration Statement on Form S-8.

      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. 

                               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 
18th day of December, 1997.




                                         Fluke Corporation


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


POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints David 
E. Katri, President and Chief Operating Officer, Elizabeth J. Huebner, Vice 
President, Chief Financial Officer, and Douglas G. McKnight, Vice President, 
General Counsel and Corporate Secretary, jointly and severally, as attorneys-
in-fact, each with full power of substitution, for such person and in any and 
all capacities, to sign any amendments to this registration statement and to 
file the same, with exhibits thereto and other documents in connection 
therewith, with the Securities and Exchange Commission, hereby ratifying and 
confirming all that each of said  attorneys-in-fact, or their substitute or 
substitutes, may do or cause to be done by virtue thereof.

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


Signature                       Title                        Date

/s/ William G. Parzybok, Jr.    Chairman of the Board        December 12, 1997
William G. Parzybok, Jr.        Chief Executive Officer

/s/ David E. Katri              President, Chief Operating   December 12, 1997
David E. Katri                  Officer and Director

/s/ Elizabeth J. Huebner        Vice President, Chief        December 12, 1997
Elizabeth J. Huebner            Financial Officer

/s/ Philip M. Condit            Director                     December 12, 1997
Philip M. Condit

/s/ John D. Durbin              Director                     December 12, 1997
John D. Durbin

/s/ David L. Fluke              Director                     December 12, 1997
David L. Fluke

/s/ John M. Fluke, Jr.          Director                     December 12, 1997
John M. Fluke, Jr.

/s/ Robert S. Miller, Jr.       Director                     December 12, 1997
Robert S. Miller, Jr.

/s/ Sally G. Narodick           Director                     December 12, 1997
Sally G. Narodick

/s/ William H. Neukom           Director                     December 12, 1997
William H. Neukom

/s/ N. Stewart Rogers           Director                     December 12, 1997
N. Stewart Rogers

/s/ James E. Warjone            Director                     December 12, 1997
James E. Warjone

/s/ George M. Winn              Director                     December 12, 1997
George M. Winn





INDEX TO EXHIBITS

         Exhibit No:          Description

           4.1              Fluke Corporation 1998 Stock Incentive Plan

           4.2              Stockholders Rights Plan as amended and restated  
                            April 25, 1997 (filed as Exhibit 4.1 to the       
                            Registrant's Annual Report on Form 10-K for the   
                            year ended April 25, 1997 and incorporated herein 
                            by reference)

           5.1              Opinion of Counsel

          23.1              Consent of Ernst & Young LLP, Independent Auditors

          23.2              Consent of Counsel (included in opinion filed as  
                            Exhibit 5.1 hereto)

          24.1              Power of Attorney (see signature page)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17587}]
{"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": "333-42659", "film-number": "97740905"}, "business-address": {"street1": "6920 SEAWAY BLVD", "city": "EVERETT", "state": "WA", "zip": "98203", "phone": "2063565301"}, "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 1998 Stock Incentive Plan
(Full Title of the Plan)

  Douglas G. McKnight, 6920 Seaway Boulevard, Everett, WA  98203
(Name and Address of Agent for Service)

  (425) 356-5301
(Telephone Number, Including Area Code, of Agent for Service)

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    1,500,000(2)   $23.25         $34,875,000   $10,288.12
$.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, as 
amended (the "Act").  The calculation of the registration fee of the shares is 
based on a price of $23.25 per share, which was the average of the high and 
low trading prices of the Common Stock on December 12, 1997 on the New York 
Stock Exchange as reported in The Wall Street Journal.

(2)  Together with an indeterminate number of shares of Common Stock which may 
be necessary to adjust the number of shares reserved for issuance pursuant to 
the Fluke Corporation 1998 Stock Incentive Plan as the result of any future 
stock split, stock dividend or similar adjustment of the outstanding Common 
Stock of the Registrant.

PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (File 
No. 1-5590) are hereby incorporated by reference in this Registration 
Statement:  (a) the Registrant's Annual Report on Form 10-K for the year ended 
April 25, 1997; (b) the Registrant's Quarterly Reports on Form 10-Q for the 
periods ended July 25, 1997 and October 24, 1997 and the Registrant's current 
report on Form 8-K dated September 12, 1997; and (c) the description of the 
Registrants' Common Stock contained in the Company's registration statement on 
Form 8-A filed on March 10, 1995, including any amendment or report filed for 
the purpose of updating such description.  

Also deemed to be incorporated herein by reference and to be a part hereof from 
the date of filing are all documents filed by the Registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as 
amended, subsequent to the date of this Registration Statement and prior to the 
filing of a post effective amendment which indicates that all securities 
offered have been sold or deregisters all securities then remaining unsold.

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 Washington Business Corporation Act permits a corporation to indemnify its 
directors for reasonable expenses if a director is wholly successful in the 
defense of any proceeding in which he or she has been made a party by reason 
of the fact that he or she was or is a director and for judgments, penalties, 
fines, settlements, or reasonable expenses incurred in a proceeding upon a 
determination by the Board of Directors, a committee of the Board, independent 
legal counsel, or the stockholders that the director acted in good faith and, 
in the case of conduct in the director's official capacity with the 
corporation, the director reasonably believed that his or her conduct was in 
the corporation's best interests, or, in all other cases, the director 
reasonably believed that his or her conduct was at least not opposed to the 
corporation's best interests. The Washington Business Corporation Act permits 
similar indemnification of officers. Washington law permits a corporation to 
provide further  indemnity to directors and officers, subject to certain 
authorization requirements, except that indemnification is not permitted with 
respect to intentional misconduct, a knowing violation of law, approval of an 
unlawful distribution or loan, or a transaction involving the director's 
receipt of an improper personal benefit.

Article XII of the Registrant's Articles of Incorporation authorizes the 
Registrant's Board of Directors to take any action it deems appropriate to 
indemnify the Registrant's directors to the fullest extent permitted by 
Washington law.  This provision is sufficiently broad that it might, under 
certain circumstances, permit indemnification for liability arising under the 
Act.

The Registrant's Bylaws provide a right to indemnification for all expense, 
liability, and loss (including reasonable attorneys' fees, costs, judgments, 
fines, ERISA excise taxes or penalties, and amounts paid in settlement) to 
which a director is exposed by reason of the fact that he or she is or was 
serving as a director or officer of the Registrant or, at the request of the 
Registrant, as a director, officer, employee or agent of another corporation, 
partnership, joint venture, trust or other enterprise, including an employee 
benefit plan.  Such a person cannot, however, be indemnified when (a) the 
Registrant is legally unable to grant indemnity or (b) for expenses related to 
a proceeding or claim that has been initiated without Board approval by the 
person requesting indemnification.  The Registrant's Bylaws also recognize the 
Registrant's ability to advance expenses to an indemnitee, subject to a 
requirement that the indemnitee undertake to repay the expenses if he or she 
subsequently is found not to have met the standards required for 
indemnification.  The Board of Directors may also approve indemnification of 
all employees (including officers), agents, and others serving the Registrant.

As permitted by the Washington Business Corporation Act, the Articles of 
Incorporation of the Registrant provide that, to the fullest extent permitted 
by law, directors shall not be personally liable to the Registrant or its 
shareholders for monetary damages.  At present, under the Washington Business 
Corporation Act, liability would not be limited under circumstances involving 
(a) acts of intentional misconduct or a knowing violation of law, (b) approval 
of certain distributions or loans contrary to law, or (c) any transaction from 
which the director will personally receive a benefit in money, property or 
services to which the director is not legally entitled.  Thus, a director of 
the Registrant would not be liable for breaches of the duties of care or 
loyalty or otherwise liable to the Registrant or its shareholders for 
violations of state corporate law unless he or she violated the statutory 
exceptions listed above.  This provision is sufficiently broad that it might, 
under certain circumstances, permit indemnification for liability arising 
under the Act.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

         Exhibit No:         Description

           4.1             Fluke Corporation 1998 Stock Incentive Plan

           4.2             Stockholders Rights Plan as amended and restated
                           April 25, 1997 (filed as Exhibit 4.1 to the
                           Registrant's Annual Report on Form 10-K for the
                           year ended April 25, 1997 and incorporated herein
                           by reference)

           5.1             Opinion of Counsel

          23.1             Consent of Ernst & Young LLP, Independent Auditors

          23.2             Consent of Counsel (included in opinion filed as   
                           Exhibit 5.1 hereto)

          24.1             Power of Attorney (see signature page)

Item 9.  Undertakings.

(a)  Rule 415 Offering.

        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.  Notwithstanding the foregoing, any 
increase or decrease in volume of securities offered (if the total 
dollar value of securities offered would not exceed that which is 
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 percent 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 registration statement is on Form S-3, Form S-8 or Form F-3, and the 
information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed with or furnished to the 
Commission 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)  Filings Incorporating Subsequent Exchange Act Documents by Reference.

      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 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to 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.

(e)  Incorporated Annual Reports and Quarterly Reports.

      The undersigned Registrant hereby undertakes to deliver or cause to be 
delivered with the prospectus, to each person to whom the prospectus is sent 
or given, the latest annual report to security holders that is incorporated by 
reference in the prospectus and furnished pursuant to and meeting the 
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 
1934; and, where interim financial information required to be presented by 
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or 
cause to be delivered to each person to whom the prospectus is sent or given, 
the latest quarterly report that is specifically incorporated by reference in 
the prospectus to provide such interim financial information.

(h)  Filing of Registration Statement on Form S-8.

      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. 

                               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 
18th day of December, 1997.

                                         Fluke Corporation

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

POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints David 
E. Katri, President and Chief Operating Officer, Elizabeth J. Huebner, Vice 
President, Chief Financial Officer, and Douglas G. McKnight, Vice President, 
General Counsel and Corporate Secretary, jointly and severally, as attorneys-
in-fact, each with full power of substitution, for such person and in any and 
all capacities, to sign any amendments to this registration statement and to 
file the same, with exhibits thereto and other documents in connection 
therewith, with the Securities and Exchange Commission, hereby ratifying and 
confirming all that each of said  attorneys-in-fact, or their substitute or 
substitutes, may do or cause to be done by virtue thereof.

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

Signature                       Title                        Date

/s/ William G. Parzybok, Jr.    Chairman of the Board        December 12, 1997
William G. Parzybok, Jr.        Chief Executive Officer

/s/ David E. Katri              President, Chief Operating   December 12, 1997
David E. Katri                  Officer and Director

/s/ Elizabeth J. Huebner        Vice President, Chief        December 12, 1997
Elizabeth J. Huebner            Financial Officer

/s/ Philip M. Condit            Director                     December 12, 1997
Philip M. Condit

/s/ John D. Durbin              Director                     December 12, 1997
John D. Durbin

/s/ David L. Fluke              Director                     December 12, 1997
David L. Fluke

/s/ John M. Fluke, Jr.          Director                     December 12, 1997
John M. Fluke, Jr.

/s/ Robert S. Miller, Jr.       Director                     December 12, 1997
Robert S. Miller, Jr.

/s/ Sally G. Narodick           Director                     December 12, 1997
Sally G. Narodick

/s/ William H. Neukom           Director                     December 12, 1997
William H. Neukom

/s/ N. Stewart Rogers           Director                     December 12, 1997
N. Stewart Rogers

/s/ James E. Warjone            Director                     December 12, 1997
James E. Warjone

/s/ George M. Winn              Director                     December 12, 1997
George M. Winn

INDEX TO EXHIBITS

         Exhibit No:          Description

           4.1              Fluke Corporation 1998 Stock Incentive Plan

           4.2              Stockholders Rights Plan as amended and restated  
                            April 25, 1997 (filed as Exhibit 4.1 to the       
                            Registrant's Annual Report on Form 10-K for the   
                            year ended April 25, 1997 and incorporated herein 
                            by reference)

           5.1              Opinion of Counsel

          23.1              Consent of Ernst & Young LLP, Independent Auditors

          23.2              Consent of Counsel (included in opinion filed as  
                            Exhibit 5.1 hereto)

          24.1              Power of Attorney (see signature page)