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 January 24, 1997

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 February 21, 1997, there were 9,037,467 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 January 24, 1997 and April 26, 1996

Consolidated Statements of Income for the quarter and three quarters 
ended January 24, 1997 and January 26, 1996

Consolidated Statements of Cash Flows for the three quarters ended 
January 24, 1997 and January 26, 1996

Notes to Consolidated Financial Statements

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


PART II. OTHER INFORMATION

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>
                                                    1/24/97          4/26/96
<S>                                               <C>              <C>
ASSETS
Current Assets
  Cash and cash equivalents                       $  41,077        $  36,631
  Accounts receivable, less allowances               75,721           69,070
  Inventories                                        52,673           56,602
  Deferred income taxes                              15,904           15,062
  Prepaid expenses and other current assets          14,168           15,570
     Total Current Assets                           199,543          192,935

Property, Plant and Equipment
  Land                                                5,801            5,801
  Buildings                                          46,758           46,152
  Machinery and equipment                           113,354          111,274
  Construction in progress                            5,448            1,804
  Less accumulated depreciation                    (112,643)        (106,783)
     Net Property, Plant and Equipment               58,718           58,248
Goodwill and Other Intangibles                       13,665           16,528
Other Assets                                          9,731            7,961
Total Assets                                      $ 281,657        $ 275,672

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts payable                                $  13,489        $  15,186
  Accrued liabilities                                34,035           37,776
  Income taxes payable                                2,301            2,178
  Current maturities of long-term obligations           326              180
     Total Current Liabilities                       50,151           55,320

Long-term Obligations                                 3,274            7,098
Deferred Income Taxes                                10,959           10,585
Other Liabilities                                    11,801           10,592
     Total Liabilities                               76,185           83,595

Stockholders' Equity
  Common stock                                        2,155            2,137
  Additional paid-in capital                         67,597           65,196
  Retained earnings                                 138,129          123,507
  Cumulative translation adjustment                  (2,409)           1,237
     Total Stockholders' Equity                     205,472          192,077
Total Liabilities and Stockholders' Equity        $ 281,657        $ 275,672

Total Shares Outstanding                          8,727,301        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      THREE QUARTERS ENDED
                                  1/24/97    1/26/96      1/24/97     1/26/96
<S>                             <C>         <C>          <C>         <C>
Revenues                        $ 108,450   $ 105,701    $ 315,077   $ 307,287
Cost of Goods Sold                 49,823      49,183      145,601     144,614
Gross Margin                       58,627      56,518      169,476     162,673

Operating Expenses
  Marketing and administrative     37,390      36,418      110,043     106,967
  Research and development         10,076       9,849       30,631      30,041
     Total Operating Expenses      47,466      46,267      140,674     137,008

Operating Income                   11,161      10,251       28,802      25,665

Non-Operating Expenses (Income)
  Interest Expense                     54         347          238       1,222
  Other                              (491)       (292)      (1,535)       (795)
     Total Non-Operating
       Expenses (Income)             (437)         55       (1,297)        427

Income Before Income Taxes         11,598      10,196       30,099      25,238

Provision for Income Taxes          4,176       3,365       10,714       8,548

Net Income                      $   7,422   $   6,831    $  19,385   $  16,690

Earnings Per Share              $    0.82   $    0.77    $    2.16   $    1.89

Net Income as a
  Percentage of Revenues              6.8%        6.5%         6.2%        5.4%

Average Shares and Share
  Equivalents Outstanding       9,067,060   8,859,412    8,970,384   8,848,911
</TABLE>

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

unaudited (in thousands)
<CAPTION>
                                                       THREE QUARTERS ENDED
                                                    1/24/97          1/26/96
<S>                                                <C>              <C>
Operating Activities
Net Income                                         $ 19,385         $ 16,690
Items not affecting cash:
  Depreciation and amortization                      10,964           12,574
  Deferred income tax                                  (739)           2,118
  Other items not affecting cash                         98              170
Net change in:
  Accounts receivable                                (7,997)           4,407
  Inventories                                         2,329           (5,233)
  Prepaid expenses                                    1,215           (1,932)
  Accounts payable                                   (1,368)          (2,707)
  Accrued liabilities                                (2,906)          (1,899)
  Income taxes payable                                1,213             (742)
  Other assets and liabilities                          (86)          (1,868)
Net Cash Provided by Operating Activities            22,108           21,578
 
Investing Activities
Additions to property, plant and equipment          (10,721)          (9,226)
Proceeds from disposal of property, plant
     and equipment                                      191            1,336
Net Cash Used by Investing Activities               (10,530)          (7,890)

Financing Activities
Proceeds from long-term obligations                     660                0
Payments on long-term obligations                    (4,155)          (9,882)
Cash dividends paid                                  (4,578)          (4,888)
Proceeds from issuance of common stock                1,256            3,004
Net Cash Used by Financing Activities                (6,817)         (11,766)

Effect of Foreign Currency Exchange Rates on
     Cash and Cash Equivalents                         (315)            (424)

Net Increase In Cash and Cash Equivalents             4,446            1,498
Cash and Cash Equivalents at Beginning of Period     36,631           29,628
Cash and Cash Equivalents at End of Period         $ 41,077         $ 31,126

Supplemental Cash Flow Information
     Income Taxes Paid                             $  7,601         $  8,478
     Interest Paid                                 $    245         $  1,188
</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 January 24, 1997 and April 26, 1996 and the Consolidated 
Statements of Income for the quarter and three quarters ended January 24, 
1997 and January 26, 1996 and the Statements of Cash Flows for the three 
quarters ended January 24, 1997 and January 26, 1996.

2.  The results of operations for the quarter and three quarters ended 
January 24, 1997 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.

4.  On December 12, 1996, the Company's Board of Directors declared a 
$0.16 per share quarterly cash dividend for stockholders of record on 
January 24, 1997 which was paid on February 14, 1997.

   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              THREE QUARTERS ENDED
                      1/24/97     1/26/96           1/24/97     1/26/96
<S>                   <C>         <C>               <C>         <C>
Fluke Dividends       $ 0.16      $ 0.15            $ 0.48      $ 0.45
Restated for Forte    $ 0.16      $ 0.23            $ 0.48      $ 0.58
</TABLE>
As a Sub-chapter S corporation Forte stockholders were personally 
responsible for 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>
                                      January 24, 1997     April 26, 1996
<S>                                         <C>                <C>
Finished Goods                              $15,665            $18,147
Work-in-Process                               9,348              9,464
Purchased Parts and Materials                27,660             28,991
Total Inventories                           $52,673            $56,602
</TABLE>

6. Subsequent Events
a) On February 6, 1997 the Company completed the acquisition of DeskNet
   Systems, Inc., a provider of handheld, wide-area Asynchronous Transfer
   Mode (ATM) test tools.  DeskNet is an Armonk, New York based company
   with net assets of approximately $1 million and revenues of approximately
   $3 million in 1996.  This move expands Fluke's line of handheld test tools
   for network professionals and extends the firm's technology leadership in
   the networking marketplace.  Fluke issued approximately 305,000 shares of
   Fluke Corporation common stock in exchange for the DeskNet shares. The
   transaction is a tax-free reorganization and was accounted for as a pooling
   of interests.

b) On January 28, 1997, the Company announced its intent to restructure
   some of its European operations. Fluke intends to close its product
   development operation in Hamburg, Germany, and transfer all business
   responsibilities from Hamburg to Almelo, The Netherlands. The Company
   will continue to sell and support the current product lines, which
   includes TV pattern generators. In addition, changes are expected to be
   made in the sales and support organizations in Europe. These changes
   are intended to align the organizations with the Company's primary market
   segments and to improve the efficiency of the support operations. The
   Company anticipates recording a restructuring charge of between $9 
   million and $11 million in the fourth quarter of fiscal 1997. Since the
   restructuring plan is in the development stages, there is potential for
   additional charges not included in the original estimate. These expenses
   may be recorded as incurred during fiscal 1998.

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, in a transaction accounted 
for as a pooling of interests.  Financial information for prior periods are 
restated to reflect the merger.

Revenues of $108 million for the quarter ended January 24, 1997, increased 3 
percent compared to the $106 million for the quarter ended January 26, 1996.  
Revenues of $315 million for the three quarters ended January 24, 1997, 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 25 percent for the quarter and 16 percent for three quarters ended 
January 24, 1997.  Continued rapid growth in sales of products used in the 
installation and management of local area networks (LANs) is a major reason 
for these increases. Revenues for these products are up 91 percent for the 
quarter and 53 percent year to date compared to similar periods last year. 
Sales of products sold through our distribution channels have also increased.

Revenues in Europe declined 13 percent and 10 percent, respectively, for the 
quarter and the three quarters ended January 24, 1997, when compared to the 
same periods in the prior fiscal year. Excluding the effect of weakening 
currencies in Europe versus the US dollar, revenues declined 9 percent and 6 
percent, respectively. Unfavorable business conditions in several countries, 
primarily Germany and France, two of our largest European markets, negatively 
impacted revenues. Some European markets including the United Kingdom, Italy 
and Spain had excellent growth in the third quarter and for the three 
quarters.

Revenues in the Intercon region, countries outside Europe and the United 
States, are down 2 percent compared to the third quarter a year ago. Revenues 
are up 1 percent for the three quarters ended January 24, 1997, compared to 
the same period last year. Revenue growth in some of our larger intercon 
markets have not met expectations. One area was Korea, where continuing 
problems in the Korean semiconductor and automotive industries contributed to 
a reduction in revenues from Korea of 38 percent and 22 percent, 
respectively, for the quarter and three quarters ended January 24, 1997, 
compared to the same periods last year.  In other areas of the Intercon 
region, the Company experienced excellent revenue growth. Latin America, led 
by Mexico and Brazil, had revenue growth of 25 percent for the quarter and 38 
percent for the three quarters ended January 24, 1997, compared to similar 
periods last year. Australia, Hong Kong, and Taiwan also experienced 
excellent revenue growth for both the quarter and three quarters.

Operating expenses, for the quarter and three quarters ended January 24, 
1997, increased by $1 million and $4 million, respectively, compared to the 
same periods ended January 26, 1996. The predominate reasons are increased 
commissions to our U.S. representitive sales organization, higher legal costs 
incurred in the Company's suits to protect the Fluke brand image, and 
increased advertising and promotion costs. Operating expenses as a percent of 
revenues are unchanged at 44 percent and 45 percent for the quarter and three 
quarters, respectively.

The effective tax rate for the quarter and three quarters ended January 24, 
1997 was 36.0 percent and 35.6 percent, respectively.  The effective tax rate 
for the quarter and three quarters ended January 26, 1996, was 33.0 for the 
quarter and 33.9 percent for three quarters. The lower rate in fiscal 1996 
was a result of the restatement for the merger with Forte. As a sub-chapter S 
corporation, Forte paid no tax because shareholders were personally 
responsible for the tax liability.

SUBSEQUENT EVENTS
On February 6, 1997 the Company completed the acquisition of DeskNet Systems, 
Inc., a provider of handheld, wide-area Asynchronous Transfer Mode (ATM) test 
tools.  DeskNet is an Armonk, New York based company with net assets of 
approximately $1 million and revenues of approximately $3 million in 1996.  
This move expands Fluke's line of handheld test tools for network 
professionals and extends the firm's technology leadership in the networking 
marketplace.  Fluke issued approximately 305,000 shares of Fluke Corporation 
common stock in exchange for the DeskNet shares. The transaction is a tax-free 
reorganization and was accounted for as a pooling of interests.

On January 28, 1997, the Company announced its intent to restructure some of 
its European operations. For a detailed discussion refer to Note 6 in the 
Notes to Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES
The Company has continued to generate strong cash flow through the first 
three 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 $3 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 4.0 at January 24, 
1997. Current assets are up $7 million and current liabilities are down $5 
million. Cash and accounts receivable have both increased while accounts 
payable and accrued liabilities have decreased.

The Company made capital expenditures of $5 million and $11 million for the 
quarter and three quarters ended January 24, 1997, compared to $3 million and 
$9 million in the comparable periods last year.  The Company expects capital 
expenditures of $14-$16 million in fiscal year 1997.

The Company declared a $0.16 per share cash dividend on December 12, 1996, 
payable to stockholders of record on January 24, 1997.

The Company has a program to hedge some of its foreign exchange exposure 
using forward exchange contracts.  Under the program 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 6    Exhibits and Reports on Form 8-K

    (a)   Exhibits

          Exhibit 11 - Computation of Earnings Per Share

    (b)   Reports on Form 8-K

          None filed.

                                  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

         March 7, 1997                       /s/John R. Smith
              Date                              John R. Smith
                                          Vice President, Treasurer
                                          Chief Accounting Officer