SECURITIES AND EXCHANGE COMMISSION
                            Washington D.C.  20549

                                  FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities 
Exchange Act of 1934

For the quarterly period ended October 25, 1996

Commission File No. 1-5590

Fluke Corporation
(Exact name of registrant as specified in its charter)

Washington
(State of incorporation of organization)

91 - 0606624
(I.R.S. Employer Identification No.)

6920 Seaway Boulevard  Everett, Washington             98203
(Address of principal executive offices)             (Zip Code)

(206) 347-6100
(Registrant's telephone number, including area code)


(Former name if changed since last report)

(Former fiscal year if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange 
Act of 1934 during the preceding 12 months (or for such shorter period 
that the registrant was required to file such reports), and (2) has been 
subject to such filing requirements for the past 90 days.

Yes        X        No


As of November 22, 1996, there were 8,705,615 shares of $0.25 par value 
common stock outstanding.



                           FLUKE CORPORATION

INDEX


PART I.     FINANCIAL INFORMATION

Item 1     Financial Statements

Consolidated Balance Sheets as of October 25, 1996 and April 26, 1996

Consolidated Statements of Income for the quarter and two quarters ended 
October 25, 1996 and October 27, 1995

Consolidated Statements of Cash Flows for the two quarters ended October 
25, 1996 and October 27, 1995

Notes to Consolidated Financial Statements

Item 2     Management's Discussion and Analysis of Financial Condition
           and Results of Operations


PART II. OTHER INFORMATION

Item 4     Submission of Matters to a Vote of Security Holders

Item 6     Exhibits and Reports on Form 8-K

    (a)    Exhibits

           Exhibit 11 - Computation of Earnings Per Share

    (b)    Reports on Form 8-K

SIGNATURES






PART I.  FINANCIAL INFORMATION

Item 1 - Financial Statements
<TABLE>

                         CONSOLIDATED BALANCE SHEETS
                      Fluke Corporation and Subsidiaries

unaudited (in thousands except shares)
<CAPTION>
                                                   10/25/96          4/26/96
<S>                                               <C>              <C>
ASSETS
Current Assets
  Cash and cash equivalents                       $  41,153        $  36,631
  Accounts receivable, less allowances               73,206           69,070
  Inventories                                        55,582           56,602
  Deferred income taxes                              16,425           15,062
  Prepaid expenses and other current assets          14,943           15,570
     Total Current Assets                           201,309          192,935

Property, Plant and Equipment
  Land                                                5,801            5,801
  Buildings                                          46,468           46,152
  Machinery and equipment                           113,420          111,274
  Construction in progress                            3,680            1,804
  Less accumulated depreciation                    (110,946)        (106,783)
     Net Property, Plant and Equipment               58,423           58,248
Goodwill and Other Intangibles                       15,056           16,528
Other Assets                                          9,873            7,961
Total Assets                                      $ 284,661        $ 275,672

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts payable                                $  14,628        $  15,186
  Accrued liabilities                                35,962           37,776
  Income taxes payable                                2,069            2,178
  Current maturities of long-term obligations           181              180
     Total Current Liabilities                       52,840           55,320

Long-term Obligations                                 5,592            7,098
Deferred Income Taxes                                11,282           10,585
Other Liabilities                                    11,900           10,592
     Total Liabilities                               81,614           83,595

Stockholders' Equity
  Common stock                                        2,149            2,137
  Additional paid-in capital                         67,057           65,196
  Retained earnings                                 132,277          123,507
Cumulative translation adjustment                     1,564            1,237
     Total Stockholders' Equity                     203,047          192,077
Total Liabilities and Stockholders' Equity        $ 284,661        $ 275,672

Total Shares Outstanding                          8,700,840        8,652,955
</TABLE>




<TABLE>
                      CONSOLIDATED STATEMENTS OF INCOME
                      Fluke Corporation and Subsidiaries

unaudited (in thousands except shares and per share amounts)
<CAPTION>
                                       QUARTER ENDED      TWO QUARTERS ENDED
                                 10/25/96   10/27/95     10/25/96     10/27/95
<S>                             <C>         <C>          <C>         <C>
Revenues                        $ 105,473   $ 102,872    $ 206,627   $ 201,586
Cost of Goods Sold                 48,584      48,987       95,778      95,431
Gross Margin                       56,889      53,885      110,849     106,155
Operating Expenses
  Marketing and administrative     37,163      35,241       72,653      70,549
  Research and development         10,250       9,724       20,555      20,192
     Total Operating Expenses      47,413      44,965       93,208      90,741
Operating Income                    9,476       8,920       17,641      15,414
Non-Operating Expenses (Income)
  Interest Expense                     74         569          184         875
  Other                              (606)         86       (1,044)       (503)
     Total Non-Operating
       Expenses (Income)             (532)        655         (860)        372

Income Before Income Taxes         10,008       8,265       18,501      15,042
Provision for Income Taxes          3,604       2,862        6,538       5,183
Net Income                      $   6,404   $   5,403    $  11,963   $   9,859

Earnings Per Share              $    0.72   $    0.61    $    1.34   $    1.11
Net Income as a
 Percentage of Revenues               6.1%        5.3%         5.8%        4.9%
Average Shares and Share
  Equivalents Outstanding       8,933,042   8,883,891    8,937,189   8,852,745
</TABLE>



<TABLE>
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                      Fluke Corporation and Subsidiaries

unaudited (in thousands)
<CAPTION>
                                                       TWO QUARTERS ENDED
                                                    10/25/96         10/27/95
<S>                                                <C>              <C>
Operating Activities
Net Income                                         $ 11,963         $  9,859
Items not affecting cash:
  Depreciation and amortization                       7,326            8,426
  Deferred income tax                                  (666)           2,405
  Stock awards                                           33               53
  Gain on disposal of property, plant
     and equipment                                       76              (68)
Net change in:
  Accounts receivable                                (3,901)             823
  Inventories                                         1,096           (4,413)
  Prepaid expenses                                      827           (6,133)
  Accounts payable                                     (609)          (1,692)
  Accrued liabilities                                (2,133)          (1,642)
  Income taxes payable                                1,338           (1,441)
  Other assets and liabilities                         (324)            (264)
Net Cash Provided by Operating Activities            15,026            5,913
 
Investing Activities
Additions to property, plant and equipment           (6,215)          (6,205)
Proceeds from disposal of property, plant
     and equipment                                       66              201
Net Cash Used By Investing Activities                (6,149)          (6,004)

Financing Activities
Proceeds from long-term obligations                     278                5
Payments on long-term obligations                    (1,821)          (4,157)
Cash dividends paid                                  (3,186)          (2,925)
Proceeds from issuance of common stock                  311            2,818
Net Cash Used By Financing Activities                (4,418)          (4,259)

Effect of Foreign Currency Exchange Rates on
     Cash and Cash Equivalents                           63             (120)

Net Increase (Decrease) In Cash and Cash
     Equivalents                                      4,522           (4,470)
Cash and Cash Equivalents at Beginning of Period     36,631           29,628
Cash and Cash Equivalents at End of Period         $ 41,153         $ 25,158

Supplemental Cash Flow Information
     Income Taxes Paid                             $  4,026         $  6,151
     Interest Paid                                 $    193         $    872
</TABLE>




                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      Fluke Corporation and Subsidiaries

1.  The accompanying unaudited Consolidated Financial Statements do not 
purport to be full presentations and do not include all information and 
disclosures required for fair presentation by generally accepted 
accounting principles, but rather include only that information required 
by the instructions to Form 10-Q.  However, in the opinion of 
management, the accompanying unaudited Consolidated Financial Statements 
contain all adjustments (consisting of normal recurring accruals) 
considered necessary to present fairly the Consolidated Balance Sheets 
of the Company at October 25, 1996 and April 26, 1996 and the 
Consolidated Statements of Income for the quarter and two quarters ended 
October 25, 1996 and October 27, 1995 and the Statements of Cash Flows 
for the two quarters ended October 25, 1996 and October 27, 1995.

2.  The results of operations for the quarter ended October 25, 1996 are 
not necessarily indicative of the results to be expected for the full 
year.

3.  On June 26, 1996 Forte Networks, Inc. (Forte) was acquired and 
merged into the Company.  The transaction was accounted for as a pooling 
of interests and, accordingly, the financial statements as presented 
have been restated to reflect the combined companies. Prior to the 
merger Forte operated under Sub-chapter S of the Internal Revenue Code. 
Accordingly, Forte's taxable income was allocated to it's shareholders. 
The impact to the previously reported financial statements for the 
quarter ended and two quarters ended October 27, 1995 was not material.

4.  On September 11, 1996, the Company's Board of Directors declared a 
$0.16 per share quarterly cash dividend for stockholders of record on 
October 25, 1996 which was paid on November 15, 1996.

   The following provides a breakdown of the restated dividends per 
share. Dividends in prior periods are restated for the Forte merger.
<TABLE>
<CAPTION>
                        QUARTER ENDED               TWO QUARTERS ENDED
                     10/25/96    10/27/95          10/25/96    10/27/95
<S>                   <C>         <C>               <C>         <C>
Fluke Dividends       $ 0.16      $ 0.15            $ 0.32      $ 0.30
Restated for Forte    $ 0.16      $ 0.16            $ 0.32      $ 0.35
</TABLE>
As a Sub-chapter S corporation Forte stockholders personally bear the 
tax liability of the corporate results. Prior to the merger Forte 
dividends were paid as a means to distribute profits and to provide cash 
to the stockholders to pay their share of related income taxes

5.  The components of inventories are as follows:
<TABLE>
(in thousands)
<CAPTION>
                                      October 25, 1996     April 26, 1996
<S>                                            <C>                <C>
Finished Goods                                 $17,012            $18,147
Work-in-Process                                 10,051              9,464
Purchased Parts and Materials                   28,519             28,991
Total Inventories                              $55,582            $56,602
</TABLE>




Item 2      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS
                 Fluke Corporation and Subsidiaries

RESULTS OF OPERATIONS


As discussed in the report for the quarter ended July 26, 1996, the 
Company merged with Forte Networks, Inc. on June 26, 1996, through a 
pooling of interests method of accounting.  Financial information for 
prior periods including dividends and earnings per share are restated to 
reflect the merger.

Revenues of $105 million for the quarter ended October 25, 1996, 
increased 3 percent compared to the $103 million for the quarter ended 
October 27, 1995.  Revenues of $207 million for the six month period 
ended October 25, 1996, are 3 percent higher than the same period last 
year.

Compared to the same periods in the prior year, revenues in the United 
States increased 19 percent for the quarter and 12 percent for six 
months ended October 25, 1996.  The principal reasons are the growth of 
products sold to help install and manage local area networks (LANs) and 
an increase in sales through our distribution channels.

Revenues in Europe declined 14 percent and 8 percent respectively for 
the quarter and the six months ended October 25, 1996, when compared to 
the same periods in the prior fiscal year. Unfavorable business 
conditions in several countries, primarily Germany and France, our 
largest European markets, negatively impacted revenues while some of our 
smaller European markets grew revenues in the second quarter and for the 
six months.

Revenues in the Intercon region, countries outside Europe and the United 
States, continued to grow compared to the same periods a year ago.  
Although the 3 percent growth rate for both the quarter and year-to-date 
are slower than recent trends in this region, the Company had excellent 
revenue growth in certain markets.  Latin America, led by Mexico and 
Brazil, had revenue growth in excess of 40 percent compared to the same 
periods last year.  Revenue growth in The People's Republic of China and 
Taiwan were almost as strong.  The slower overall Intercon region growth 
rate was caused by declines in revenue in some of the largest Intercon 
markets.  Revenues are down 11 percent in Japan, our largest Intercon 
country, primarily due to the weakening yen. Unfavorable business 
conditions in the Korean semiconductor and automotive industries caused 
a 23 percent reduction of second quarter revenues from Korea compared to 
the same quarter last year.

Gross margin as a percent of revenues improved by 1.5 percent for the 
second quarter compared to the same quarter last year.  The primary 
reason was a lower cost of sales due to a favorable product mix and 
improved factory utilization.  Operating expenses, for the quarter ended 
October 25, 1996, increased by $2.4 million compared to the quarter 
ended October 27, 1995.  The predominate reasons are increased 
commissions to our U. S. rep organization, higher legal costs incurred 
in the Company's suits to protect the Fluke brand image, higher research 
and development costs, and increased advertising and promotion.

The Company had $532,000 of non-operating income during the quarter 
ended October 25, 1996, compared to $655,000 of non-operating expense 
for the quarter ended October 27, 1995.  Interest expense decreased 
$495,000 as the Company paid down debt from $17 million to $5 million.  
Additionally, the Company had translation gains during the current 
quarter compared to translation losses during the quarter ended October 
27,1995.

The effective tax rate for the quarter and six months ended October 25, 
1996 was 36.0 percent and 35.3 percent respectively.  The effective tax 
rate for the quarter and six months ended October 27, 1995 was restated 
from 36.0 percent to 34.6 for the quarter and 34.5 percent year-to-date 
to reflect the effect of the merger with Forte.  As a sub-chapter S 
corporation, Forte paid no tax because shareholders bear the tax 
liability .

LIQUIDITY AND CAPITAL RESOURCES
The Company has continued to generate strong cash flow through the first 
two quarters of fiscal 1997 with the balance of cash and cash 
equivalents reaching $41 million.  The borrowing under the Company's 
long term line of credit was approximately $5.6 million.  The borrowings 
are being utilized for working capital requirements in the European 
operations.  It is expected that these borrowings will be repaid with 
cash generated from operations.  The current ratio improved from 3.5 at 
April 25, 1996 to 3.8 at October 25, 1996.

The Company made capital expenditures of $3.4 million and $6.2 million 
for the quarter and year to date ended October 25, 1996 compared to $3.7 
million and $6.2 million in the comparable periods last year.  The 
Company expects capital expenditures of $10-$12 million in fiscal year 
1997.

The Company declared a cash dividend of $0.16 per share on September 11, 
1996 payable to stockholders of record on October 25, 1996.

The Company has a program to hedge some of its foreign exchange exposure 
using forward exchange contracts.  Under company policy contracts can 
not be speculative and are limited to actual currency risk.  The Company 
does not currently use any other form of derivatives in managing its 
financial risk.




PART II.  OTHER INFORMATION

Item 4     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Fluke Corporation and Subsidiaries

At the Annual Meeting of Stockholders of the Company held on September 
11, 1996, the stockholders voted to elect the following Directors to 
serve terms as noted below:

DIRECTOR                       TOTAL VOTE            TOTAL VOTE WITHHELD
                        FOR EACH DIRECTOR             FROM EACH DIRECTOR

For a two year term expiring at the 1998 Annual Meeting:

Sally G. Narodick               7,811,751                         11,418

For three year terms expiring at the 1999 Annual Meeting:

Philip M. Condit                7,812,349                         11,418
David L. Fluke                  7,812,582                         11,418
Robert S. Miller, Jr.           7,811,823                         11,418
William H. Neukom               7,812,168                         11,418

Continuing Directors

John D. Durbin                  William G. Parzybok, Jr.
John M. Fluke, Jr.              James E. Warjone
N. Stewart Rogers               George M. Winn

Item 6    Exhibits and Reports on Form 8-K

    (a)   Exhibits

          Exhibit 11 - Computation of Earnings Per Share

    (b)   Reports on Form 8-K

          Report on Form 8-K, dated August 13, 1996, that was filed on
          August 13, 1996 reported the press release regarding the first
          quarter of fiscal 1997 operating results.



                                  SIGNATURES
                      Fluke Corporation and Subsidiaries

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                               FLUKE CORPORATION
                                  Registrant

         December 6, 1996                    /s/John R. Smith
              Date                              John R. Smith
                                          Vice President, Treasurer
                                          Chief Accounting Officer