Fluke Corp · DEF 14A · For 4/29/94

Filed On 8/8/94   ·   SEC File 1-05590   ·   Accession Number 37743-94-25

Definitive Proxy Solicitation Material   ·   Schedule 14A
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 1: DEF 14A     Proxy Text                                            21±   101K 

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DEF 14A
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FLUKE CORPORATION         

Notice of Annual Meeting of Stockholders            

To the Stockholders:                                                            

The Annual Meeting of Stockholders of Fluke Corporation will be held in         
the Auditorium at the corporate headquarters of Fluke Corporation, 6920         
Seaway Boulevard, Everett, Washington, on Wednesday, September 14, 1994,        
at 5:00 p.m. for the following purposes:                                        

A.     ELECTION OF DIRECTORS.  To elect four Directors to serve three-          
year terms expiring at the 1997 Annual Meeting of Stockholders following        
their election and until their successors are elected and qualified.            

B.     OTHER BUSINESS.  To transact such other business as may properly         
come before the meeting, and all adjournments or postponements thereof.         

The stock transfer books of the Company will not be closed. The Board of        
Directors has fixed the close of business on July 29, 1994 as the record        
date for the determination of stockholders entitled to notice of, and to        
vote at, said Annual Meeting.                                                   

Your attention is directed to the accompanying Proxy Statement.  To             
constitute a quorum for the conduct of business at the Annual Meeting,          
it is necessary that holders of a majority of all outstanding shares            
entitled to vote at the meeting be present in person or be represented          
by proxy. To assure representation at the Annual Meeting, you are urged         
to date and sign the enclosed proxy and return it promptly in the               
enclosed envelope.                                                              

                              By order of the Board of Directors
August 5, 1994                                        Douglas G.McKnight        
Everett, Washington                      Vice President, General Counsel        
                                         and Corporate Secretary

DEF 14A
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PROXY STATEMENT           

This Proxy Statement is furnished in connection with the solicitation by        
the Board of Directors of Fluke Corporation, a Washington corporation           
(the "Company"), of proxies in the accompanying form for use at the             
Annual Meeting of Stockholders to be held on September 14, 1994, and any        
adjournment or postponement of such meeting.  The Annual Meeting will be        
held at 5:00 p.m. in the Auditorium at the corporate headquarters of the        
Company in Everett, Washington.                                                 

The principal office of the Company is at 6920 Seaway Boulevard,                
Everett, Washington 98203.  The approximate date of the mailing of this         
Proxy Statement and the enclosed form of proxy is August 8, 1994.               

Proxies are solicited so that each stockholder may have an opportunity          
to vote.  These proxies will enable stockholders to vote on all matters         
which are scheduled to come before the meeting.  When proxies are               
returned properly executed, the shares represented thereby will be voted        
in accordance with the stockholders' directions.  Stockholders are urged        
to specify their choice by marking the appropriate box on the enclosed          
proxy card; if no choice has been specified, the shares will be voted as        
recommended by the Board of Directors.  Means have been provided whereby        
a stockholder may vote against, or abstain from voting on, any matter as        
may properly come before the meeting. Under Washington state law, shares        
which are voted "abstain" and "broker non-votes" (shares held by a              
broker or nominee as to which a broker or nominee indicates on the proxy        
that it does not have the authority to vote on a particular matter) will        
be counted as shares that are present and entitled to vote for purposes         
of determining the presence of a quorum but as unvoted for purposes of          
determining the approval of any matter submitted to the stockholders for        
a vote.  The proxy cards also confer discretionary authority to vote the        
shares authorized to be voted thereby on any matter which was not known         
on the date of the Proxy Statement but may properly be presented for            
action at the meeting.                                                          

Your vote is important.  Accordingly, you are asked to sign, date and           
return the accompanying proxy card regardless of whether or not you plan        
to attend the meeting.                                                          

Any stockholder returning a proxy has the power to revoke it at any time        
before shares represented by the proxy are voted at the meeting.  A             
stockholder may also revoke his proxy by attending the meeting and              
voting at the meeting. Any shares represented by an unrevoked proxy will        
be voted unless the stockholder attends the meeting and votes in person.        
A stockholder's right to revoke his proxy is not limited by or subject          
to compliance with a specified formal procedure, but written notice             
should be given to the Corporate Secretary of the Company at or before          
the meeting so that the number of shares represented by proxy can be            
appropriately adjusted.                                                         

The expense of printing and mailing proxy material will be borne by the         
Company.  In addition to the solicitation of proxies by mail,                   
solicitation may be made by certain Directors, officers and other               
employees of the Company in person or by telephone, telegraph or telex.         
No additional compensation will be paid for such solicitation.                  

Arrangements will also be made with brokerage firms and other                   
custodians, nominees and fiduciaries to forward proxy solicitation              
material to certain beneficial owners of the Company's Common Stock and         
the Company will reimburse such brokerage firms, custodians, nominees           
and fiduciaries for reasonable out-of-pocket expenses incurred by them          
in connection therewith.                                                        

1.     VOTING SECURITIES AND RECORD DATE                                        

The holders of the Company's $.25 par value Common Stock are entitled to        
vote at the Annual Meeting.  On the record date, July 29, 1994, there           
were outstanding 7,749,750 shares of Common Stock.                              

Each holder of Common Stock has the right to cumulate his votes and cast        
as many votes as are equal to the number of Directors to be elected by          
the holders of Common Stock multiplied by the number of his shares.             
These votes may be cast for one candidate or distributed among as many          
candidates as the stockholder sees fit.  If a stockholder wishes to             
cumulate his votes, he should multiply his number of shares times the           
number of Directors to be elected by the holders of Common Stock and            
then write the number of votes he wishes for each candidate next to his         
name on the proxy card.  On other matters, each share of Common Stock is        
entitled to one vote at the meeting.                                            

2.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT           

The following persons are known by the Board of Directors to own                
beneficially more than 5% of any class of the outstanding voting                
securities of the Company as of July 29, 1994:                                  

                     AMOUNT AND NATURE
    NAME AND ADDRESS            OF BENEFICIAL    PERCENT
TITLE OF CLASS  OF BENEFICIAL OWNER           OWNERSHIP      OF CLASS           

$.25 Par Value  Fluke Capital and             1,467,496        18.9             
Common Stock    Management Services Company                                     
11400 S.E. 6th, Suite 230                       
Bellevue, Washington 98004                      

$.25 Par Value  Philips Electronics N.V.      1,388,144        17.9             
Common Stock    P.O. Box 218                                                    
5600 MD Eindhoven                               
The Netherlands                                 

The following tabulation sets forth, as of July 29, 1994, the amount of         
shares of Common Stock of the Company beneficially owned by each of the         
Directors and the executive officers listed in the Summary Compensation         
Table and by all Directors and executive officers as a group:                   

                      AMOUNT AND NATURE       PERCENT OF
                OF BENEFICIAL OWNERSHIP      CLASS

Dr. J. Peter Bingham                    600  (1)(2)           -                 
Philip M. Condit                      3,000  (3)              -                 
John D. Durbin                        3,119  (4)              -                 
David L. Fluke                    1,538,854  (3)(5)         19.0                
John M. Fluke, Jr.                1,513,673  (5)(6)         18.7                
Robert S. Miller, Jr.                 1,600  (2)              -                 
William G. Parzybok, Jr.             68,164  (7)              .8                
Dr. David S. Potter                   6,589  (8)              -                 
N. Stewart Rogers                     5,622  (3)(9)           -                 
John R. Smith                        23,016  (10)             .3                
Stephen C. Tumminello                 2,600  (1)(2)           -                 
Richard W. Van Saun                  34,349  (11)             .4                
James E. Warjone                      3,105  (3)              -                 
Ronald R.  Wambolt                   36,652  (12)             .5                
George M. Winn                      100,634  (13)            1.2                
All Directors & executive                                                       
officers as a group (20 persons)  1,931,936  (14)           23.9                

(1)  Excludes 1,388,144 shares of Common Stock owned by Philips                 
Electronics N.V. (Philips).  Dr. Bingham and Mr. Tumminello are nominees        
designated by Philips for election as Directors of the Company.                 
Beneficial ownership of these shares is disclaimed.                             

(2)  Includes 600 shares issuable pursuant to options within 60 days            
after the date of this Proxy Statement.                                         

(3)  Includes 3,000 shares issuable pursuant to options within 60 days          
after the date of this Proxy Statement.                                         

(4)  Includes 119 shares held in trust pursuant to the Deferred                 
Compensation Plan for Directors and 2,400 shares issuable pursuant to           
options within 60 days after the date of this Proxy Statement.                  

(5)  Includes 9,453 shares in trust for Mr. David Fluke, of which Mr.           
John Fluke and Mrs. Virginia Fluke Gabelein are cotrustees; 9,452 shares        
in trust for Mr. John Fluke, of which Mr. David Fluke and Mrs. Virginia         
Fluke Gabelein are cotrustees, 9,453 shares in trust for Mrs. Virginia          
Fluke Gabelein, of which Mr. David Fluke and Mr. John Fluke are                 
cotrustees; and 1,467,496 shares held by a limited partnership of which         
Mr. David Fluke and Mr. John Fluke are general partners, and each of            
which is the holder of approximately one third of the stock and a               
director of the corporate managing partner. Except to the extent that           
Mr. David Fluke and Mr. John Fluke have a pecuniary interest in the             
shares as or through a general partner or limited partner of the limited        
partnership, beneficial ownership of these shares is disclaimed.                

(6)  Includes 7,400 shares issuable pursuant to options within 60 days          
after the date of this Proxy Statement.                                         

(7)  Includes 31 shares held in trust pursuant to the Deferred                  
Compensation Plan for Directors and 64,800 shares issuable pursuant to          
options within 60 days after the date of this Proxy Statement.                  

(8)  Includes 4,279 shares held in trust pursuant to the Deferred               
Compensation Plan for Directors and 2,200 shares issuable pursuant to           
options within 60 days after the date of this Proxy Statement.                  

(9)  Includes 718 shares in trusts for which Mr. Rogers is trustee and          
as to which he has voting and investment power and 567 shares in a trust        
over which Mr. Rogers has a durable power of attorney and as to which           
beneficial ownership is disclaimed.                                             

(10) Includes 20,300 shares issuable pursuant to options within 60 days         
after the date of this Proxy Statement.                                         

(11) Includes 32,400 shares issuable pursuant to options within 60 days         
after the date of this Proxy Statement.                                         

(12) Includes 35,400 shares issuable pursuant to options within 60 days         
after the date of this Proxy Statement.                                         

(13) Includes 90,600 shares issuable pursuant to options within 60 days         
after the date of this Proxy Statement and 175 shares owned by his son.         

(14) Includes 343,520 shares issuable pursuant to options within 60 days        
after the date of this Proxy Statement.  For purposes of computing the          
percent of class only, such shares are deemed outstanding.  The shares          
described in footnote (5) are included only once in the computation of          
shares.                                                                         

3.     ELECTION OF DIRECTORS                                                    

Pursuant to the Company's Articles of Incorporation which provide for a         
classified Board, four Directors out of a total of twelve Directors are         
to be elected by the holders of the Common Stock at this Annual Meeting.        

Pursuant to the terms of the Stock Purchase Agreement which was part of         
the acquisition of the Philips T&M Business, the Board agreed to                
nominate two Philips designees for election to the Board of Directors as        
long as Philips owns more than 12% of the Company's outstanding Common          
Stock and one Director as long as it owns more than 6% of the                   
outstanding Common Stock.  Mr. Tumminello has been nominated for                
election pursuant to this agreement.                                            

The four Directors will serve three-year terms expiring at the 1997             
Annual Meeting and until their successors have been elected and                 
qualified.  Unless the vote is withheld by the stockholder, proxies will        
be voted for the election of the following Directors:                           

JOHN D. DURBIN                                                                  

Mr. Durbin, age 59, has been a Director of the Company since 1990.  He          
has been the Chairman and President of Hostar International Inc. since          
1988.  Mr. Durbin serves on the Audit and Compensation Committees of the        
Board.  He is also a Director of Puget Sound Power and Light Company.           

JOHN M. FLUKE, JR.                                                              

Mr. John Fluke, age 51, has been a Director of the Company since 1976.          
He has been Chairman of Fluke Capital and Management Services Company           
since 1979 and served as Chairman of the Board of the Company from 1983         
until 1990. Mr. John Fluke serves on the Finance and Nominating                 
Committees of the Board.  He is also a Director of PACCAR Inc.  He is           
the brother of David L. Fluke, a Director of the Company.                       

N. STEWART ROGERS                                                               

Mr. Rogers, age 64, has been a Director of the Company since 1976.  He          
is Chairman of the Board of PENWEST, Ltd., a position he has held since         
1991.  He previously served as Senior Vice President of Univar                  
Corporation from 1971 until his retirement in 1991.  Mr. Rogers serves          
on the Executive, Finance and Nominating Committees of the Board.  He is        
also a Director of U.S. Bancorp, VWR Corporation, and Univar                    
Corporation.                                                                    

STEPHEN C. TUMMINELLO                                                           

Mr. Tumminello, age 57, has been a Director of the Company since 1989.          
He has been Chief Executive Officer of Philips Electronics North America        
Corporation (PENAC) since 1990 and previously served as  Executive Vice         
President of PENAC from 1986 to 1990.  He is one of the two Directors           
designated by Philips.                                                          

It is intended that votes will be cast pursuant to the enclosed proxy           
for the election as Directors of the foregoing nominees, and executing          
the proxy will give the proxies the discretionary authority to cumulate         
votes in the election of Directors if they so choose.  If any nominee           
shall not be a candidate for election as a Director at the meeting, it          
is intended that votes will be cast pursuant to the enclosed proxy for          
such substitute nominee as may be nominated by the existing Directors.          
No circumstances are presently known which would render any nominee             
named herein unavailable.                                                       

Under the Company's Bylaws, stockholders seeking to nominate other              
candidates for election to the Board of Directors at the Annual Meeting         
must give written notice to the Corporate Secretary of the Company no           
less than seventy (70) nor more than ninety (90) days before the                
stockholders meeting containing certain information as to the                   
stockholder giving the notice and each proposed nominee, including              
information similar to that required under the federal proxy rules.  If         
less than eighty (80) days' notice or prior public disclosure of the            
date of the scheduled meeting is given, notice by the stockholder must          
be given not later than the tenth day following the earlier of the              
mailing of notice of the meeting or the date public disclosure of the           
meeting date was made.  The Bylaws provide that no person shall be              
elected a Director of the Company unless nominated in accordance with           
the Bylaws.  No Director nominations by stockholders for the Annual             
Meeting were received by the Company prior to July 6, 1994, which was           
the last day that such nominations could be made.                               

The Directors whose terms expire at the 1995 Annual Meeting are as              
follows:                                                                        

DR. J. PETER BINGHAM                                                            

Dr. Bingham, age 52, has been a Director of the Company since 1993.  He         
has been the President of Philips Laboratories in the U.S. since 1991.          
Dr. Bingham previously served as Vice President of Technology at the            
Philips Consumer Electronics Company from 1985 to 1991.  He is one of           
the two Directors designated by Philips.                                        

WILLIAM G. PARZYBOK, JR.                                                        

Mr. Parzybok, age 52, has been Chairman of the Board, Chief Executive           
Officer and a Director of the Company since 1991.  He previously had            
been employed for 22 years by the Hewlett-Packard Company where his most        
recent position was Vice President and General Manager of Engineering           
Applications Group from 1988 to 1991.  Mr. Parzybok serves on the               
Executive Committee of the Board.  He is also a Director of PENWEST,            
Ltd.                                                                            

JAMES E. WARJONE                                                                

Mr. Warjone, age 51, has been a Director of the Company since 1987. He          
is President and General Partner of Port Blakely Tree Farms, L.P., a            
position he has held since 1980. He serves on the Audit, Executive and          
Nominating Committees of the Board. He is also a Director of Heart              
Technology, Inc.                                                                

GEORGE M. WINN                                                                  

Mr. Winn, age 50, has been President, Chief Operating Officer and a             
Director of the Company since 1982.  He previously served as Chief              
Executive Officer of the Company from 1987 to 1991.  Mr. Winn serves on         
the Executive Committee of the Board.  He is also a Director of Heart           
Technology, Inc.                                                                

The Directors whose terms expire at the 1996 Annual Meeting are as              
follows:                                                                        

PHILIP M. CONDIT                                                                

Mr. Condit, age 52, has been a Director of the Company since 1987.  He          
has been President of The Boeing Company since 1992. He previously              
served as Executive Vice President of Boeing Commercial Airplane Group          
since 1986 and held the additional position of General Manager, 777             
Division since 1990. Mr. Condit serves on the Executive, Compensation           
and Nominating Committees of the Board.  He is also a Director of The           
Boeing Company and Nordstrom, Inc.                                              

DAVID L. FLUKE                                                                  

Mr. David Fluke, age 46, has been a Director of the Company since 1989.         
He has been Vice President of Fluke Capital and Management Services             
Company since 1983.  Mr. David Fluke serves on the Audit Committee of           
the Board.  He is the brother of John M. Fluke, Jr., a Director of the          
Company.                                                                        

ROBERT S. MILLER, JR.                                                           

Mr. Miller, age 52, has been a Director of the Company since 1993.  He          
previously was a Senior Partner at James D. Wolfensohn Inc., an                 
investment banking firm in 1992, served as Vice Chairman of the Board of        
Chrysler Corporation from 1990 to 1992 and as Chief Financial Officer of        
Chrysler Corporation from 1981 to 1990.  Mr. Miller serves on the               
Compensation and Finance Committees of the Board.  He is also a Director        
of Coleman Industries, Federal-Mogul Corporation, Pope & Talbot, Syntex         
Corporation and U.S. Bancorp.                                                   

DR. DAVID S. POTTER                                                             

Dr. Potter, age 69, has been a Director of the Company since 1986 and           
served as Chairman of the Board from 1990 to 1991.  He served as Vice           
President and Group Executive in charge of the Power Products and               
Defense Operations Group of General Motors Corp. from 1983 until his            
retirement in 1985. Dr. Potter serves on the Executive, Finance and             
Nominating Committees of the Board. He is also a Director of Lockheed           
Corporation.                                                                    

4.    BOARD STRUCTURE                                                           

During the fiscal year ended April 29, 1994 (fiscal 1994), there were           
four meetings of the Board of Directors. Each of the incumbent                  
Directors, except Messrs. Bingham, Condit and Tumminello, attended at           
least 75% of the aggregate of the total number of meetings of the Board         
of Directors and the total number of meetings held by all committees of         
the Board of Directors on which they served.  All of the references to          
meetings exclude actions taken by written consent.                              

The Board currently has five committees:  an Executive Committee, an            
Audit Committee, a Compensation Committee, a Finance Committee and a            
Nominating Committee.                                                           

The Executive Committee, consisting of Messrs. Condit, Parzybok, Potter,        
Rogers, Warjone and Winn, is authorized to exercise all of the powers of        
the Board of Directors in the management of the business and the affairs        
of the Company during intervals between meetings of the Board except for        
certain matters reserved to the full Board of Directors. The Executive          
Committee met two times during fiscal 1994.                                     

The Audit Committee consists of three non-employee Directors, Messrs.           
Durbin, David Fluke and Warjone.  The Audit Committee reviews the               
preparation and auditing of accounts of the Company; considers and              
recommends to the Board of Directors the engagement of independent              
certified public accountants for the ensuing year and the terms of such         
engagement; reviews the scope of the audit proposed by such accountants;        
implements and periodically reviews the performance of the Company's            
program of internal control and reviews the internal audit function of          
the Company; receives and reviews the reports of the independent                
accountants and internal audit staff; and reviews the annual financial          
report to the Directors and stockholders of the Company. The Audit              
Committee met four times during fiscal 1994.                                    

The Compensation Committee consists of three nonemployee Directors,             
Messrs. Condit, Durbin and Miller.  The Compensation Committee                  
recommends to the Board of Directors the compensation of the Company's          
officers, approves the individuals involved in the Company's senior             
management compensation program, and reviews and approves all employee          
benefit programs, particularly those involving bonuses or stock awards.         
The Compensation Committee met three times during fiscal 1994.                  

The Finance Committee consists of four non-employee Directors, Messrs.          
John Fluke, Miller, Potter and Rogers. The Finance Committee recommends         
to the Board of Directors or management of the Company appropriate              
policies in the areas of balance sheet objectives; financing of major           
capital expenditures and major acquisitions; programs for disposition of        
major assets; dividend policy, stock issuance or repurchase programs;           
investment of corporate cash; selection and design of bank credit               
facilities; and review of investor relations programs.  The Finance             
Committee met four times during fiscal 1994.                                    

The Nominating Committee consists of five non-employee Directors,               
Messrs. Condit, John Fluke, Potter, Rogers and Warjone.  The Committee          
develops and maintains a list of potential candidates for Board                 
membership and recommends for approval by the full Board a slate of             
Directors to be voted upon at the Annual Stockholders Meeting.  The             
Nominating Committee met once during fiscal 1994.                               

5.     COMPENSATION OF DIRECTORS                                                

The Company pays each non-employee Director an annual fee of $14,000            
plus $900 for each Board meeting attended. Non-employee Directors               
receive a fee of $700 for each Executive Committee meeting attended and         
$650 for attendance at all other Committee meetings.  Employee Directors        
receive no annual or Committee meeting fees but do receive $900 for each        
Board meeting attended. The Directors may, prior to each fiscal year,           
elect to defer their annual fee and/or meeting fees pursuant to the             
Deferred Compensation Plan for Directors.  Such deferrals may be                
invested either in Company stock through a blind trust or in an account         
which earns interest at the Treasury bill rate.                                 

All Directors who are not full time employees of the Company (Outside           
Directors) participate in a non-qualified stock option plan.  Options           
are granted annually on the day of the Annual Meeting to each Outside           
Director elected at or continuing a term following the meeting. The             
number of stock options to be granted is determined by dividing the             
Outside Director's annual stipend by the fair market value of the Common        
Stock on the day of the Annual Meeting rounded up to the nearest one            
hundred shares.  The options are exercisable one year after the day of          
grant and have a term of ten years.  Each qualified Outside Director            
received an option for 600 shares at $24.375 per share in fiscal 1994.          

6.     COMPENSATION OF EXECUTIVE OFFICERS                                       

The individuals named in the following table were the Company's five            
most highly compensated executive officers during the fiscal year ended         
April 29, 1994.                                                                 

                                                        · Enlarge/Download Table
                               SUMMARY COMPENSATION TABLE                             

                                   Annual                   Long-Term                 
                                Compensation               Compensation               
                                ------------               ------------               
                                                        Awards     Payouts            
                                                        ------     -------            
                                                      Securities                      
                                                        Under-               All Other
Name And                                                Lying        LTIP    Compen-  
Principal Position       Year   Salary($)  Bonus($)  Options(#)  Payouts($)  sation($)
                         <1>               <2>                   <3>         <4>      
------------------       ----   ------     -----     -------     -------     -------- 
                                                                                      
William G. Parzybok, Jr. 1994   $310,800   $155,902    31,500        --      $84,500  
Chairman of the Board    1993    172,800          0    20,000        --       39,668  
Chief Executive Officer  1992    307,392    248,918    20,000        --       66,000  
and Director                                                                          

George M. Winn           1994    293,872    123,810    20,500        --       75,100  
President, Chief         1993    163,390          0    19,000        --       37,686  
Operating Officer        1992    295,006    198,681    19,000     $62,220     75,101  
and Director                                                                          

Ronald R. Wambolt        1994    168,014     62,693     7,200        --       34,500  
Senior Vice President    1993     89,177          0     6,500        --       19,353  
Director of Worldwide    1992    161,013     82,980    10,000      21,742     40,703  
Sales & Service                                                                       

Richard W. Van Saun      1994    167,865     58,789     7,200        --       34,500  
Senior Vice President    1993     88,625          0     6,500        --       19,237  
General Manager,         1992    157,318    106,645    10,000      19,226     32,502  
Diagnostic Tools Division                                                             

John R. Smith            1994    143,558     57,144     4,700        --       29,000  
Vice President,          1993     76,990          0     4,000        --       16,786  
Treasurer                1992    139,006     74,291     6,000      13,466     35,301  
<FN>                                                                                  
<1>  In November 1992, the Board of Directors changed the Company's                   
fiscal year from one ending on the last Friday in September to one                    
ending on the last Friday in April. Therefore fiscal 1993 was a seven-                
month transition period ending on April 30, 1993.  1994 and 1992 were                 
full fiscal years ending on the last Friday in April and September                    
respectively.  The executive officers voluntarily reduced their base                  
salary by 10% for the period January 1993 through April 1993 as the                   
Company was down-sized to more closely align expense levels with                      
anticipated revenues.                                                                 
<2>  Includes the variable pay plan discussed in the Compensation                     
Committee Report and the profit-sharing bonus plan which provides for                 
semi-annual cash payments to all U.S. and certain foreign employees                   
(depending on local compensation policies) based upon 14% of the                      
adjusted pretax earnings of the U.S. operations and the foreign                       
subsidiaries included in the plan, computed without reduction for                     
certain employee benefit plans.  If after-tax earnings fall below 6% of               
revenues, payment of the profit sharing bonus is at management's                      
discretion.  Each employee's share of the profit-sharing bonus is based               
upon the percentage relationship of the employee's base earnings to the               
total base earnings of all the employees included in the plan.                        
<3>  The Long-Term Performance Award Plan was discontinued at the end of              
fiscal 1990.  The payment in fiscal 1992 was for the three year period                
1990-1992.                                                                            
<4>  Includes an annual accrual of 20% of base salary (unless otherwise               
determined by the Board of Directors) to each executive officer's                     
account in the Supplemental Retirement Income Plan (a non-qualified                   
unfunded defined contribution plan). The allocation for fiscal 1993 was               
prorated for the seven-month fiscal period. This column also includes                 
the Company's matching contributions to the individual's 401(k) account               
and Directors fees.  For fiscal 1994, the contribution to the                         
Supplemental Retirement Income Plan for each of the individuals listed                
in the table were as follows: Mr. Parzybok, $80,400; Mr. Winn, $71,000;               
Mr. Wambolt, $34,000; Mr. Van Saun, $34,000; and Mr. Smith, $29,000.                  
Each of the individuals listed in the table received a matching                       
contribution of $500 to their 401(k) account in fiscal 1994 and Messrs.               
Parzybok and Winn each received $3,600 in Director's fees.                            

                                                        · Enlarge/Download Table
                          OPTION GRANTS IN THE LAST FISCAL YEAR                        

                         Number of    Percentage of                                    
                        Securities    Total Options                                    
                        Underlying     Granted to      Exercise              Grant Date
                         Options       Employees         Price    Expiration  Present  
Name                     Granted<1>   During 1994<2>   Per Share     Date      Value<3>
----                    ----------    -----------      ---------  ---------- ----------
                                                                                       
William G. Parzybok, Jr.  10,000           4.1%        $23.125     5/28/03    $123,210 
                          21,500           8.7%        $28.1875    4/29/04     264,902 
George M. Winn            20,500           8.3%        $28.1875    4/29/04     252,581 
Ronald R. Wambolt          7,200           2.9%        $28.1875    4/29/04      88,711 
Richard W. Van Saun        7,200           2.9%        $28.1875    4/29/04      88,711 
John R. Smith              4,700           1.9%        $28.1875    4/29/04      57,909 
<FN>                                                                                   
<1>  The options are granted at 100% of the market value on the date of                
grant and are exercisable 40% after one year, an additional 30% after                  
three years and the final 30% after five years.                                        
<2>  The Company granted options representing 246,300 shares in fiscal                 
1994.                                                                                  
<3>  Valued using the Black-Scholes valuation method with the following                
assumptions:  volatility:  20%; term of the option: 10 years; rate of                  
dividend increase:  5%; and risk free rate:  7%.                                       
                                                        · Enlarge/Download Table
  AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE 

                                          Number of Securities     Value of Unexercised
                                          Underlying Unexercised   in-the-Money Options
                                             Options at Fiscal    at Fiscal Year-End<1>
                                                 Year-End                              
                       Shares             ----------------------  ---------------------
                    Acquired on    Value   Exercis-      Unexer-  Exercis-      Unexer-
Name                  Exercise   Realized   able         cisable   able         cisable
----                  --------   --------  --------      -------  -------       -------
                                                                                       
William G. Parzybok, Jr.  0         0      64,800        70,700   $463,450     $231,300
George M. Winn            0         0      90,600        64,900    854,875      294,562
Ronald R. Wambolt         0         0      35,400        24,300    322,362       99,169
Richard W. Van Saun       0         0      32,400        24,300    288,612       99,169
John R. Smith             0         0      20,300        14,900    176,588       56,100
<FN>                                                                                   
<1>  This amount represents the aggregate market value at fiscal year                  
end (April 29, 1994) based upon the closing price of the Company's stock               
on the American Stock Exchange on that date of $28.125 per share less                  
the aggregate exercise price of those unexercised options which have an                
exercise price below the fiscal year end market price.                                 

PENSION PLAN WITH SUPPLEMENTAL EQUALIZATION                                     

The following table sets forth the estimated annual benefits upon               
retirement assuming retirement at age 65 with a single life annuity             
under the Company's pension plan and includes an equalization amount as         
an additional allocation to the Supplemental Retirement Income Plan for         
those executive officers who retire prior to the end of fiscal 1999 as          
described below.                                                                

                                                                · Download Table

                                     Years of Credited Service                 
Highest Five Year                                                              
Average Cash Compensation  10 Years  15 Years    20 Years    25 Years  30 Years
-------------------------  --------  --------    --------    --------  --------
                                                                               
       $125,000            $15,267   $22,900     $30,533     $38,167   $45,800 
       $150,000             18,600    27,900      37,200      46,500    55,800 
       $175,000             21,933    32,900      43,867      54,833    65,800 
       $200,000             25,267    37,900      50,533      63,167    75,800 
       $225,000             27,830    41,745      55,660      69,575    83,490 
       $250,000             27,830    41,745      55,660      69,575    83,490 

The Company's pension plan covers all U.S. employees with more than one         
year of service with the Company. Pension benefits are based upon years         
of service with the Company (maximum of 30 years of credited service)           
and the highest five year average cash compensation earned.  Benefits,          
which are subject to a Social Security offset, are determined by                
reference to total cash compensation.  By law, the current maximum              
amount of annual compensation which can be taken into account in the            
computation of pension benefits is $150,000.  For those executive               
officers who retire prior to the end of fiscal 1999, a calculation of           
the present value of the pension benefit will be made as if the maximum         
amount of annual compensation which could be taken into account in the          
computation of pension benefits is $235,840, the maximum level prior to         
the enactment of the Revenue Reconciliation Act of 1993.  Any difference        
between the present value of the actual pension benefit to be paid and          
the present value of the pension benefit using the $235,840 limit (the          
equalization amount) will be accrued as an additional allocation to the         
executive officer's Supplemental Retirement Income Plan account in the          
year of retirement.  The Company will increase by 1% the annual                 
allocation to each executive officer's Supplemental Retirement Income           
Plan account beginning in fiscal 1995 to somewhat offset the impact of          
the new compensation limits.  This additional 1% allocation will be             
deducted from any equalization amount. For those executive officers who         
do not retire prior to fiscal 1999, the maximum amount of compensation          
as established by law will apply to their pension benefit.   The current        
credited years of service, respectively, for the individuals named in           
the foregoing table are as follows:  William G. Parzybok, Jr., 2 years;         
George M. Winn, 24 years; Ronald R. Wambolt, 12 years; Richard W. Van           
Saun, 23 years; and John R. Smith, 21 years.                                    

RETENTION ARRANGEMENTS                                                          

The Company has employment agreements with Messrs. Parzybok, Winn,              
Wambolt and Van Saun which are cancelable by the Board upon three-years         
notice.  During the term of the agreement Mr. Parzybok will hold the            
position of Chief Executive Officer and shall receive a minimum annual          
base salary of $300,000 (current base salary is $350,000).  Mr. Winn            
will hold the position of President of the Company and shall receive a          
minimum annual base salary of $295,000 (current base salary is                  
$310,000).  Mr. Wambolt will hold the position of Senior Vice President,        
Director of Worldwide Sales and Service or will serve in such other             
capacity to which he may be assigned and shall receive a minimum annual         
base salary of $161,000 (current base salary is $177,000). Mr. Van Saun         
will hold the position of Senior Vice President, General Manager,               
Diagnostic Tools Division or will serve in such other capacity to which         
he may be assigned and shall receive a minimum base salary of $153,000          
(current base salary is $177,000).  The base salary shall be reviewed at        
least annually by the Board of Directors and may be adjusted upwards as         
appropriate.  Under the agreements, the Company may terminate Messrs.           
Parzybok's, Winn's, Wambolt's or Van Saun's employment at any time.             
However, if the termination is without cause, the Company must pay, for         
the remaining term of the contract (minimum of one year), severance             
equal to the average annual cash compensation for the three complete            
fiscal years prior to the date of termination, and certain other                
compensation reduced by any compensation from other employment received         
beyond one year after termination.  Messrs. Parzybok, Winn, Wambolt or          
Van Saun must give 60 days notice to the Company if he chooses to               
resign. The agreements contain non-competition provisions during the            
period of payment of severance benefits.  If terminated without cause on        
July 29, 1994, the following maximum severance benefits would be                
payable; cash compensation, Mr. Parzybok, $1,545,318; Mr. Winn,                 
$1,455,503; Mr. Wambolt, $733,961; Mr. Van Saun, $720,416; estimated            
variable compensation, Mr. Parzybok, $52,500; Mr. Winn, $38,750; Mr.            
Wambolt, $19,913; Mr. Van Saun, $19,913; contribution to the                    
supplemental retirement program, Mr. Parzybok, $73,500; Mr. Winn,               
$65,100; Mr. Wambolt, $37,170; Mr. Van Saun, $37,170; immediate                 
exercisability of all stock options for the term of the agreement, and          
the continuation of medical and life insurance benefits for the term of         
the agreement.                                                                  

The Company has entered into change of control agreements with Mr. Smith        
and the other executive officers not covered by employment agreements.          
The agreements are for one calendar year and are automatically renewed          
each January 1 for an additional one-year term unless the Board gives 90        
days notice prior to January 1 that the agreements will not be renewed.         
The agreements provide that if there is a change of control as it is            
defined in the agreement, and if the officer's employment is terminated         
other than for cause, disability or retirement within 24 months after           
the change of control, then certain compensation and benefits will be           
paid.  If there had been a change of control within 24 months and notice        
of termination had been given on July 29, 1994, the following severance         
benefits would be payable; full base salary for the minimum 90 day              
period between the notice of termination and the termination date, Mr.          
Smith, $37,500; a lump sum payment as severance pay equal to two times          
annual cash compensation which is the average annual cash compensation          
over the three year period prior to termination, Mr. Smith, $414,168;           
contribution to the supplemental retirement program, Mr. Smith, $31,500;        
immediate exercisability of all stock options for one year, and the             
payment of any accrued but unpaid benefits or awards at the termination         
date.                                                                           

7.     CERTAIN TRANSACTIONS                                                     

Mr. Tumminello is an executive officer of Philips Electronics North             
America Corporation, a wholly owned subsidiary of Philips and Dr.               
Bingham is the President of Philips Laboratories in the U.S.  On May 26,        
1993 the Company completed the acquisition of the test and measurement          
business of Philips Electronics N.V. of the Netherlands (Philips) with          
an effective date of May 1, 1993. Since 1987, the Company and Philips           
had had a strategic marketing alliance pursuant to which Philips sold           
the Company's products in Europe and other selected markets and the             
Company sold Philips' products in the United States and other selected          
markets.                                                                        

The purchase price for the Philips test and measurement business was            
$41.8 million consisting of $22.4 in cash and one million shares of the         
Company's Common Stock. The Series A Convertible Preferred Stock that           
Philips owned was converted to common shares at the rate stated in the          
preferred stock agreement, or 538,144 shares of Common Stock.  After the        
transaction, Philips owned 1,538,144 shares of the Company's Common             
Stock or approximately 19.5 percent of the shares outstanding.  As part         
of the acquisition, the Company entered into service agreements and             
facilities leases with Philips related to the European operations.  The         
Company paid Philips 18,300,000 for such services and facilities lease          
rent during fiscal 1994.  In addition, the Company purchased $16,500,000        
of component parts and finished goods from Philips during fiscal 1994.          
The Company believes the terms of these agreements are as favorable as          
could be obtained from other sources.  The Company cannot predict the           
amount of such transactions during the 1995 fiscal year.                        

On June 24, 1994, pursuant to the terms of the Stock Purchase Agreement         
with Philips, the Company exercised its right of first refusal to               
repurchase 150,000 shares of the Company's stock from Philips at a cost         
of $30.53 per share or $4.6 million, which price was based upon the             
average closing price for the ten consecutive trading days prior to the         
receipt of the offer.                                                           

8.     COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION                  

The Compensation Committee of the Board of Directors ("the Committee")          
is made up entirely of independent outside directors. The Committee is          
responsible for establishing and administering the compensation policies        
for the executive officers and senior management as well as all of the          
general employee benefit plans.                                                 

The Committee has developed an executive compensation plan which is made        
up of four major components which are described in more detail below:           
base salary, annual variable compensation, a profit-sharing bonus and an        
annual stock option program.  The executive compensation program is             
reviewed annually by the Committee.                                             

The Committee has considered the impact of Section 162(m) of the                
Internal Revenue Code, which limits to $1 million per year the                  
compensation expense deduction the Company may take with respect to each        
of the executive officers named in the Summary Compensation Table.  This        
$1 million limitation excludes specifically defined performance based           
compensation.  The current stock option plan applicable to the executive        
officers has been approved by the stockholders and its current terms,           
without any amendment, are grandfathered as performance-based                   
compensation until the first annual meeting after December 31, 1996.            
With the current level of base salary, the Committee does not see any           
risk of exceeding this limitation.  It will annually review this issue          
to determine the risk of exceeding the $1 million limitation and will           
evaluate the regulatory modifications required to qualify any applicable        
plans as performance-based as then currently defined.                           

BASE SALARY                                                                     

The Committee establishes a base salary structure for each executive            
officer position which defines the minimum, mid-point and maximum salary        
level and the appropriate percentage relationship between base salary           
and targeted total cash compensation.  The salary structures are                
reviewed annually and each executive officer position is evaluated and          
matched as closely as possible with comparable survey positions.  The           
Committee utilizes multiple compensation surveys, some of which are             
focused only on electronics companies and others which are more broadly         
based industrial companies, all of which compare the positions and              
duties based upon comparably sized companies.  The Committee believes           
that base salary needs to be reasonably competitive so places the mid-          
point of the salary range for each executive position at the median base        
salary for similar positions as established through the evaluation of           
the surveys. The individual executive officer's placement within the            
salary range is dependent upon experience, ability and contribution to          
the value of the Company.                                                       

The Chairman/CEO and the President/COO recommend to the Committee the           
annual base salary adjustment for each of the executive officers based          
upon their evaluation of the current job performance of each officer.           
The Committee does its own evaluation of the performance of the                 
Chairman/CEO and the President/COO and makes the final decision as to           
all executive officers' base salary adjustments.                                

The Committee reviewed Mr. Parzybok's base salary in May, 1993.  Based          
upon the salary survey information which indicated that Mr. Parzybok's          
salary was below market and based upon his individual performance during        
the prior year, the Committee favored a salary increase.  Mr. Parzybok          
requested that no salary increase be made in light of (1) the recent            
employee reductions at the Company, (2) the fact that no profit-sharing         
bonus or variable compensation was paid for the seven month transition          
period of fiscal 1993 because of financial performance, and (3) the             
Company's projected financial performance for fiscal 1994 (the decision         
was made by the Board, based upon management's recommendation, to               
maintain the Company's investment level in new product programs - at a          
time of reduced revenues due to poor worldwide economic conditions).            
The Committee acceded to his request to forego a salary increase for            
fiscal 1994.                                                                    

ANNUAL VARIABLE COMPENSATION                                                    

The Committee establishes a percentage of each executive officer's base         
salary as an annual variable compensation target which is payable in            
cash based upon performance to annual goals approved by the Committee.          
The percentage is established through the evaluation of the compensation        
surveys discussed above and varies by executive officer position from           
40% to 60%.  The Committee intentionally places a greater portion of the        
executive officers' total compensation package at risk than is typical          
of the surveyed companies so that the total cash compensation for the           
executive officers will be above average if they achieve or exceed their        
annual performance goals and below average if they miss them.                   

The performance goals for the Chairman of the Board/CEO, the                    
President/COO and the Vice President, Chief Financial Officer are based         
100% on the achievement of corporate goals.  The other executive                
officers are measured 75% on the achievement of corporate goals and 25%         
on goals for their functional area.  Many of the performance goals are          
quantitative (Net revenues, net income, earnings per share, revenue from        
new products, etc.) and are objectively measurable.  However, the               
Committee believes that some of the more qualitative issues (people             
development, development or completion of strategic initiatives, total          
quality commitment focused on customer satisfaction, etc.) are also             
important to the long term success of the Company and includes some             
specific qualitative factors in the annual performance goals.  Although         
the measurement of such qualitative factors is inherently more                  
subjective, the Committee believes that these factors significantly             
contribute to optimizing stockholder value over the longer term.  The           
actual payout of the annual variable compensation which is determined by        
the Committee can vary from 0% to 200% based upon performance to the            
established goals. Approximately 20 other senior managers of the Company        
also participate in this program.                                               

The fiscal 1994 performance goals were recommended by management and            
approved by the Executive Committee prior to the beginning of the fiscal        
year.  The goals were established with earnings per share as one axis on        
a corporate matrix and five other performance categories on the other           
axis.  The five other annual performance categories for fiscal 1994 were        
new products, the Philips acquisition, Total Quality Commitment (TQC),          
people development, and sales and distribution strategy.  Each of these         
categories had a number of a specific goals, some quantitative and              
others more subjective.  Each of the five categories was equally                
weighted and the composite score used on the axis was the simple average        
score of the five major categories as evaluated and scored by this              
Committee.  The Company achieved a score of 80% on the corporate matrix.        
Mr. Parzybok's annual variable compensation target is 60% of base salary        
and, as noted above, his variable compensation is based 100% on the             
achievement of corporate goals.  Since the Company achieved a score of          
80% on the corporate matrix, he received a variable compensation payout         
of $149,760 which was 48% of his fiscal 1994 base salary.                       

PROFIT-SHARING BONUS                                                            

The profit-sharing bonus plan provides for semi-annual cash payments to         
all U.S. and certain foreign employees (depending on local compensation         
policies) based upon 14% of the adjusted pretax earnings of the U.S.            
operations and the foreign subsidiaries included in the plan, computed          
without reduction for certain employee benefit plans.  If after-tax             
earnings fall below 6% of revenues, payment of the profit sharing bonus         
is at management's discretion.  Each employee's share of the profit-            
sharing bonus is based upon the percentage relationship of the                  
employee's base earnings to the total base earnings of all the employees        
included in the plan. Mr. Parzybok received $6,142 pursuant to this plan        
which paid $1,295,241 to Fluke employees in fiscal 1994.                        

STOCK OPTION PLAN                                                               

Each executive officer (as well as approximately 20 senior managers)            
receives an annual grant of non-qualified stock options which is                
approved by the Committee.  The number of option shares granted for each        
executive officer position is based upon a competitive target rate for          
long term compensation established through the evaluation of the                
competitive survey data discussed above.  The competitive target rate is        
based upon the projected value of the stock option over the life of the         
grant with an assumed average annual stock appreciation rate of 11%.            
The annual grants to executive officers are subject to a plus or minus          
adjustment of as much as 50% based upon individual contribution to the          
Company.                                                                        

The annual stock option grant is the only long-term portion of the              
executive officer compensation program.  The Committee believes that it         
is important that a significant element of each executive officer's             
total compensation is directly related to stockholder value.  The               
executive officer should share with all stockholders in the reward for          
actions which maximize stockholder value over the long term.                    

All of the non-qualified stock options have historically been issued at         
100% of the fair market value of the stock on the date of grant and only        
have value if the Company's stock price increases.  For the last five           
annual grants, the shares have been exercisable 40% after one year of           
grant, an additional 30% after three years and the final 30% becomes            
exercisable after five years from the grant date.  Prior grants were            
usually exercisable in total after one year.  The term of the grants has        
been ten years.  As discussed above under "Retention Arrangements", all         
stock options would become immediately exercisable upon a change of             
control of the Company.                                                         

Stock options, over the last three years, have been granted to over 400         
employees at the Company.  There are approximately 1,100,000 stock              
options currently outstanding at the Company. Other than the annual             
grants to the executive officers and senior managers and Outside                
Directors, the granting of stock options is not done according to any           
fixed annual schedule although there are stock option grants typically          
made to other key contributors at some time during the fiscal year. The         
table above describes the stock option grant made to Mr. Parzybok in            
fiscal 1994.                                                                    

Respectfully submitted,                                                         
THE COMPENSATION COMMITTEE                                                      

Philip M. Condit, Chairman                                                      
John D. Durbin                                                                  
Robert S. Miller, Jr.                                                           

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9.     STOCK PERFORMANCE GRAPH                                                  

The following graph indicates the performance of the cumulative total           
return to stockholders of the Company's Common Stock (including                 
reinvested dividends) during the previous five fiscal years in                  
comparison to the cumulative total return on the Standard & Poor's 500          
Stock Index and the Standard & Poor's High Technology Composite Index           
(1).  In November 1992, the Board of Directors changed the Company's            
fiscal year from one ending on the last Friday in September to one              
ending on the last Friday in April.  Fiscal 1994 was a full fiscal year         
which ended on the last Friday in April.  Fiscal 1993 was a seven-month         
transition period ending on April 30, 1993.  The previous fiscal years          
19901992 were full years which ended on the last Friday in September.           

         Fluke         S&P 500          S&P High
Date        Corporation       Index          Tech Index     
----        -----------       -----          ----------     
9/29/89         $100.00        $100.00          $100.00         
9/28/90         $ 46.02        $ 85.92          $ 90.76         
9/27/91         $ 87.17        $105.44          $119.04         
9/25/92         $118.63        $107.40          $132.20         
4/30/93         $110.37        $119.82          $141.41         
4/29/94         $119.48        $140.10          $148.94         

(1)  Assumes $100 invested on September 29, 1989 in Fluke Corporation           
Common Stock, the Standard & Poor's 500 Stock Index and the Standard &          
Poor's High Technology Composite Index and assumes the reinvestment of          
all dividends as they were paid.                                                

10.   COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF           
1934                                                                            

Section 16(a) of the Securities Exchange Act of 1934 requires the               
Directors and officers of the Company and persons who own more than ten         
percent of the Company's Common Stock to file reports of ownership and          
any subsequent changes in the ownership of the Company's Common Stock           
with the Securities and Exchange Commission ("the SEC") and the American        
Stock Exchange. The Company is required to disclose in this proxy               
statement any late filings during the 1994 fiscal year (May 1, 1993 -           
April 29, 1994).  To the Company's knowledge, based on its review of the        
copies of such reports furnished to the Company in accordance with SEC          
regulations and on written representations that no other reports were           
required, during fiscal 1994 all of these reports were timely filed with        
the following exception. Mr. Van Saun was one month late in filing a            
Form 4 reporting the sale of 2,000 shares of Company stock.                     

11.  INDEPENDENT PUBLIC ACCOUNTANTS                                             

The Company has selected Ernst & Young, independent public accountants,         
to continue as the Company's auditors for fiscal 1995.  Representatives         
from Ernst & Young are expected to be present at the Annual Meeting of          
Stockholders to make a statement if they so desire and to respond to            
appropriate questions.                                                          

12.  PROPOSALS OF STOCKHOLDERS                                                  

Under the Company's Bylaws, stockholders seeking to propose business to         
be conducted at the Annual Meeting must give written notice to the              
Corporate Secretary of the Company no later than the time that                  
stockholder Director nominations must be received. The notice must              
contain certain information as to the proposal and the stockholder,             
including the share ownership of the stockholder and any financial              
interest in the proposal.  Any proposal not made in compliance with the         
Bylaws may be rejected by the Board. No stockholder proposals for the           
Annual Meeting were received by the Company prior to July 6, 1994 which         
was the last day that such proposals could be made.                             

Proposals of stockholders intended to be presented at the next Annual           
Meeting of Stockholders must be received by the Company prior to April          
15, 1995 for inclusion in the proxy statement and form of proxy.                

13.   OTHER BUSINESS                                                            

The Company knows of no other business to be presented at the meeting.          
If any other business properly comes before the meeting, it is intended         
that the shares represented by proxies will be voted with respect               
thereto in accordance with the best judgment of the persons named in the        
accompanying form of proxy.                                                     

Upon written request from any person solicited herein addressed to the          
Corporate Secretary of the Company at its principal offices, the Company        
will provide, at no cost, a copy of the Form 10-K Annual Report filed           
with the Securities and Exchange Commission for the fiscal year ended           
April 29, 1994.                                                                 

              By order of the Board of Directors
Douglas G. McKnight 
           Vice President, General Counsel
   and Corporate Secretary
Everett, Washington 

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PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF                          
FLUKE CORPORATION                                                               
For Annual Meeting of Stockholders September 14, 1994                           

The undersigned hereby appoints WILLIAM G. PARZYBOK, JR. AND GEORGE M.          
WINN, and each of them with full power of substitution, proxies of the          
undersigned at the Annual Meeting of Stockholders of Fluke Corporation,         
to be held in the Auditorium at the corporate headquarters of Fluke             
Corporation, 6920 Seaway Boulevard, Everett, Washington, on Wednesday,          
September 14, 1994 at 5:00 p.m., and at all adjournments or                     
postponements thereof, and hereby authorizes them to represent and to           
vote all of the shares of the undersigned as fully as the undersigned           
could do if personally present.  Said proxies are herein specifically           
authorized to vote the shares of the Company which the undersigned is           
entitled to vote in the election of Directors and to vote said shares           
upon such other matters as may properly come before the Meeting or any          
adjournment or postponement thereof, as the above named proxies shall           
determine.                                                                      

The shares represented by the Proxy will be voted or not voted on the           
matters set forth in accordance with the specifications indicated               
therein.                                                                        

                                                 ---------------
--                                                                              
CONTINUED AND TO BE SIGNED ON REVERSE SIDE              /SEE REVERSE            
SIDE/                                                                           
                                                ----------------
-                                                                               

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----- Please mark                                                             
/  X / votes as in                                                              
-----  this example.                                                            

1.  Election of Directors                                                       
Nominees: For three year terms expiring at the 1997 Annual Meeting:     
John D. Durbin, John M. Fluke, Jr., N. Stewart Rogers, Stephen C.       
Tumminello.                                                             

FOR           WITHHELD                                      
-------         --------                                        
/      /        /       /                                         
-------         --------                                          
For: except vote withheld from the following nominee(s):                        

------                                                                        
/     /                                                                         
------ -------------------------------                                          

2.  To transact such other business as may properly come before the             
meeting and all adjournments or postponements thereof.                          

If no specification is made with respect hereto, such shares will be            
voted FOR the election of these Directors and either for or against such        
other matters as may properly come before the meeting or any adjournment        
or postponement thereof, as the above named proxies may determine.              

                                      MARK HERE      -----------
                                    FOR ADDRESS   /          /
                                   CHANGE AND   /          /
                                  NOTE AT LEFT -----------

Sign exactly as name appears on your    Signature: _________ Date_______        
stock certificate.  When signing as                                             
attorney, executor, administrator,                                              
guardian or corporate official, please  Signature: _________ Date ______        
give your full title as such.                                                   

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
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For The Period Ended		4/29/94		2		3			10-K
		6/24/94		2
		7/6/94		2		3
		7/29/94		1		2			10-Q
		8/5/94		1
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