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 26, 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 February 23, 1996, there were 8,067,065 shares of $0.25 par value 
common stock outstanding.


<PAGE>
INDEX
Fluke Corporation

PART I.     FINANCIAL INFORMATION

Item 1     Financial Statements

Consolidated Balance Sheets as of January 26, 1996 and April 28, 1995

Consolidated Statements of Income for the quarter and three quarters 
ended January 26, 1996 and January 27, 1995

Consolidated Statements of Cash Flows for the three quarters ended 
January 26, 1996 and January 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 6     Exhibits and Reports on Form 8-K

    (a)    Exhibits

           Exhibit 11 - Computation of Earnings Per Share

    (b)    Reports on Form 8-K

SIGNATURES





<PAGE>
PART I.  FINANCIAL INFORMATION

Item 1 - Financial Statements
<TABLE>
                         CONSOLIDATED BALANCE SHEETS
                      Fluke Corporation and Subsidiaries

unaudited (in thousands except shares)
<CAPTION>
                                                   01/26/96          4/28/95
<S>                                               <C>              <C>
ASSETS
Current Assets
  Cash and cash equivalents                       $  29,349        $  28,880
  Accounts receivable, less allowances               71,056           77,222
  Inventories                                        58,713           53,908
  Deferred income taxes                              13,895           15,159
  Prepaid expenses and other current assets          12,380            7,556
     Total Current Assets                           185,393          182,725

Property, Plant and Equipment
  Land                                                5,801            5,979
  Buildings                                          46,230           47,235
  Machinery and equipment                           109,382          103,968
  Construction in progress                            2,072            2,298
  Less accumulated depreciation                    (105,368)         (97,611)
     Net Property, Plant and Equipment               58,117           61,869
Goodwill and Other Intangibles                       20,265           23,033
Other Assets                                          6,867            7,895
Total Assets                                      $ 270,642        $ 275,522

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts payable                                $  13,702        $  17,080
  Accrued liabilities                                36,324           38,733
  Income taxes payable                                2,476            3,307
  Current maturities of long-term obligations           219              230
     Total Current Liabilities                       52,721           59,350

Long-term Obligations                                10,741           21,613
Deferred Income Taxes                                10,597            9,409
Other Liabilities                                    10,020            9,870
     Total Liabilities                               84,079          100,242

Stockholders' Equity
  Common stock                                        2,013            1,975
  Additional paid-in capital                         63,077           60,006
  Retained earnings                                 118,673          107,089
  Less cost of non-vested shares                       (148)            (145)
  Cumulative translation adjustment                   2,948            6,355
     Total Stockholders' Equity                     186,563          175,280
Total Liabilities and Stockholders' Equity        $ 270,642        $ 275,522

Total Shares Outstanding                          8,051,825        7,898,674
</TABLE>



<PAGE>
<TABLE>

                      CONSOLIDATED STATEMENTS OF INCOME
                      Fluke Corporation and Subsidiaries

unaudited (in thousands except shares and per share amounts)
<CAPTION>
                                       QUARTER ENDED    THREE QUARTERS ENDED
                                 01/26/96   01/27/95   01/26/96     01/27/95
<S>                              <C>        <C>        <C>         <C>
Revenues                         $105,701   $ 99,090   $ 307,287   $ 276,659
Cost of Goods Sold                 50,868     48,196     148,343     136,738
Gross Margin                       54,833     50,894     158,944     139,921
 Operating Expenses
  Marketing and administrative     36,189     33,364     106,371      96,473
  Research and development          9,231      9,197      28,387      27,678
     Total Operating Expenses      45,420     42,561     134,758     124,151
Operating Income                    9,413      8,333      24,186      15,770
Non-Operating Expenses (Income)
  Interest Expense                    341        416       1,196       1,137
  Other                              (274)     1,101        (754)     (1,155)
     Total Non-Operating
       Expenses (Income)               67      1,517         442         (18)

Income Before Income Taxes          9,346      6,816      23,744      15,788
Provision for Income Taxes          3,365      2,591       8,548       6,000
Net Income                          5,981      4,225      15,196       9,788

Earnings Per Share               $   0.72   $   0.53   $    1.84   $    1.22
Net Income as a
 Percentage of Revenues              5.66%      4.26%       4.95%       3.54%
Average Shares and Share
  Equivalents Outstanding       8,277,702  7,978,789   8,271,783   8,003,680
Cash Dividends Per Share        $    0.15  $    0.14   $    0.45   $    0.42
</TABLE>



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

unaudited (in thousands)
<CAPTION>
                                                     THREE QUARTERS ENDED
                                                   01/26/96         01/27/95
<S>                                                 <C>              <C>
Operating Activities
Net Income                                          $15,196          $ 9,788
Items not affecting cash:
  Depreciation and amortization                      12,636           11,194
  Deferred income tax                                 2,118              398
  Stock awards                                           86              140
  Loss (gain) on disposal of property, plant
     and equipment                                       84             (312)
Net change in:
  Accounts receivable                                 4,499            3,393
  Inventories                                        (6,540)           4,383
  Prepaid expenses                                   (5,049)           1,535
  Accounts payable                                   (2,936)          (6,225)
  Accrued liabilities                                (1,514)          (1,899)
  Accrued liabilities related to restructuring          ---             (521)
  Accrued Pension                                     3,133              721
  Income taxes payable                                 (742)             384
  Other assets and liabilities                       (1,869)          (1,205)
Net Cash Provided by Operating Activities            19,102           21,774
 
Investing Activities
Additions to property, plant and equipment           (9,156)         (10,648)
Proceeds from disposal of property, plant
     and equipment                                    1,335            1,462
Net Cash Used by Investing Activities                (7,821)          (9,186)

Financing Activities
Proceeds from long-term debt                            ---           25,037
Payments on long-term obligations                    (9,882)         (18,542)
Cash dividends paid                                  (3,510)          (3,198)
Repurchase of common stock                              ---           (4,579)
Proceeds from stock options                           3,004              558
Net Cash Used By Financing Activities               (10,388)            (724)

Effect of Foreign Currency Exchange Rates on
     Cash and Cash Equivalents                         (424)             661

Net Increase In Cash and Cash Equivalents               469           12,525
Cash and Cash Equivalents at Beginning of Year       28,880            6,520
Cash and Cash Equivalents at End of Quarter         $29,349         $ 19,045

Supplemental Cash Flow Information
     Income Taxes Paid                              $ 8,478          $ 3,881
     Interest Paid                                  $ 1,188          $ 1,138
</TABLE>



<PAGE>
                  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 26, 1996 and April 28, 1995 and the 
Consolidated Statements of Income for the quarter and three quarters 
ended January 26, 1996 and January 27, 1995 and the Statements of Cash 
Flows for the three quarters ended January 26, 1996 and January 27, 
1995.

2.  The results of operations for the quarters ended January 26, 1996 
and January 27, 1995 are not necessarily indicative of the results to be 
expected for the full year.

3.  The Company paid a $0.15 per share quarterly cash dividend on 
November 17, 1995 to stockholders of record on October 27, 1995.  On 
December 12, 1995 the Company's Board of Directors declared a $ 0.15 per 
share quarterly cash dividend for stockholders of record on January 26, 
1996 which was paid on February 16, 1996.

4.  The components of inventories are as follows:
<TABLE>
(in thousands)
<CAPTION>
                                      January 26, 1996     April 28, 1995
<S>                                            <C>                <C>
Finished Goods                                 $19,965            $17,483
Work-in-Process                                 10,679             10,818
Purchased Parts and Materials                   28,069             25,607
Total Inventories                              $58,713            $53,908
</TABLE>



<PAGE>

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

RESULTS OF OPERATIONS

Revenues of $105.7 million for the quarter ended January 26, 1996 were 7 
percent greater than the $99.1 million in the quarter ended January 27, 
1995.  This increase was achieved in spite of a decline in order inflow 
of 2 percent in the quarter ended January 26, 1996 from the comparable 
quarter a year ago.  The decline in order inflow can be attributed to 
several factors, an expected decline in orders from some of the older 
bench instruments, disappointing results from one of the new products, 
and a decline in orders in the United States.  The decline in some of 
the older bench instruments has been expected as the Company has reduced 
the investment in research and development for these products. The 860 
Graphical Multimeter, introduced in the third quarter of last year, has 
been below expectations, but there have been recent improvements in 
sales levels.  The decline of orders in the United States occurred 
across most products and sales channels.  The pattern indicates a 
general softness in the purchasing of test tools in the United States, 
although the two items mentioned above and competitive pricing pressures 
have contributed.  The decline in orders resulted in a reduction in 
backlog but the level of backlog is not expected to have any impact on 
the ability to meet future revenue expectations.  Revenues of $307.3 
million for the three quarter period ended January 26, 1996 were 11 
percent higher than the three quarter period ended January 27, 1995.

Revenues in the United States for the quarter ended January 26, 1996 
were 10 percent lower than a year ago while international revenues 
increased 18 percent.  For the three quarter period ended January 26, 
1996 revenues in the United States were 2 percent lower and 
international revenues increased 22 percent over the same period a year 
ago.  Revenues in the United States have been particularly affected by 
the reasons mentioned above.

Revenues from Europe have increased 14 percent and 18 percent in the 
quarter and three quarters ended January 26, 1996 compared to the 
quarter and three quarters ended January 27, 1995.  The European 
currencies have strengthened in the quarter and three quarters ended 
January 26, 1996 which has favorably impacted the Company's European 
revenues by approximately 7 percent for those periods.

Revenues in international markets outside of Europe (Intercon) recorded 
growth of 31 percent and 30 percent in the quarter and three quarter 
periods over comparable periods a year ago.  Many of these markets, such 
as the People's Republic of China, Korea and the ASEAN countries, 
consisting of Singapore, Malaysia, Indonesia, Thailand, Philippines, 
Brunei and Vietnam, have historically been among the fastest growing 
markets for the Company.  It is expected that these markets will 
continue to provide very good growth opportunities for the Company in 
the foreseeable future.  The Intercon markets have not only had good 
growth in the Company's new products, but some of the older products 
have also sold particularly well in these markets.

Operating expenses increased 7 percent and 9 percent over the quarter 
and three quarter periods of a year ago.  In the quarter and three 
quarter periods ended January 26, 1996, the increase in expenses 
occurred primarily in the marketing and administrative areas, which 
increased 9 percent and 10 percent, respectively.  Research and 
development expense was up slightly over those periods.  The increase in 
marketing and administrative expense can be partially attributed to a 
more direct focus on selling to specific customer groups.  This includes 
producing several market specific catalogs instead of one general 
catalog, increased advertising to specific market segments and increased 
sales support for the indirect sales channels.

Nonoperating expenses in the quarter ended January 27, 1995 included 
currency losses that did not recur in the quarter ended January 26, 
1996.  In the three quarters ended January 26, 1996, interest income 
offset some currency losses while in the previous year interest income, 
some small currency gains and other income were recognized.

The effective tax rate for the quarter and three quarter periods ended 
January 26, 1996 was 36.0 percent versus 38.0 percent over the same 
periods ended January 27, 1995.  The rate in fiscal 1995 was higher than 
the U.S. statutory rate due to losses in some European countries which 
increased the effective rate.  The  Company's subsidiaries in these 
countries are not expected to incur losses this year.

Operating income increased 13 percent and 53 percent in the quarter and 
three quarters ended January 26, 1996, respectively, over the same 
periods ended January 27, 1995.  These increases were generated from the 
continued improvement in the gross margin which has been increasing at a 
faster rate than the revenues.  The increase in gross margin can be 
attributed partially to a change in the geographic mix in the revenues, 
as a higher percentage was generated from international markets in the 
current year than in the previous year.  International sales generally 
have a better gross margin than sales in the United States.  Net income 
increased 42 percent and 55 percent in the quarter and three quarters 
ended January 26, 1996, respectively, over the same periods ended 
January 27, 1995 due to increased gross margin, the favorable impact of 
nonoperating income and the lower tax rate in fiscal 1996.

LIQUIDITY AND CAPITAL RESOURCES

The Company has maintained strong cash flow from operating activities 
which has allowed for a reduction of its outstanding debt since the 
beginning of the year.  The Company expects to be able to fund its 
working capital, capital expenditures and future growth opportunities 
with operating cash flows and available credit lines.

The Company made purchases of capital equipment of $3.0 million and $9.2 
million in the quarter and three quarter periods ended January 26, 1996 
compared to expenditures of $1.0 million and $10.6 million in the 
quarter and three quarter periods ended January 27, 1995.  The Company 
purchases most of its capital equipment and does only limited leasing of 
such equipment.

The current ratio improved to 3.5 to 1 at January 26, 1996 from 3.1 to 1 
at April 28, 1995 and 3.2 to 1 at January 27, 1995.  The improvement 
over April 28, 1995 resulted from the reduction in accounts payable and 
accrued liabilities while current assets increased slightly.  The 
improvement over January 27, 1995 was a result of an increase in cash 
and other current assets.

The Company has a program to hedge some of its foreign exchange exposure 
using forward exchange contracts.  The 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.




<PAGE>
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

           No reports on Form 8-K were filed during the quarter for
           which this report is 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 8, 1996                       /s/John R. Smith
              Date                              John R. Smith
                                          Vice President, Treasurer
                                          Principal Accounting Officer