SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CHURCHILL DAVID S (Last) (First) (Middle) PO BOX 500 14200 SW KARL BRAUN DRIVE (Street) BEAVERTON OR 97077-0001 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TEKTRONIX INC [ TEK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 01/16/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/16/2004		I(1)	V	770	A	$18.8275	12,252	D
Common Stock	01/02/2004		J(2)	V	65	A	(2)	7,427	I	401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualifed Stock Option	$17.4375							09/22/2001	09/22/2004	Common Stock	7,500		7,500	D
Non-Qualified Stock Option	$20.0625							01/20/2002	01/20/2010	Common Stock	72,000		72,000	D
Non-Qualified Stock Option	$37.5							01/18/2003	01/18/2011	Common Stock	30,000		30,000	D
Non-Qualified Stock Option	$27.37							05/17/2003	05/17/2011	Common Stock	10,000		10,000	D
Non-Qualified Stock Option	$17.12							09/20/2003	09/20/2011	Common Stock	10,000		10,000	D
Non-Qualified Stock Option	$24.48							02/01/2003	02/01/2012	Common Stock	33,000		33,000	D
Non-Qualified Stock Option	$17.51							01/22/2004	01/22/2013	Common Stock	50,000		50,000	D

Explanation of Responses:

1. Shares acquired under the Tektronix Stock Purchase Plan, exempt from Section 16 reporting.

2. Acquired on periodic basis through contributions by Tektronix to the Tektronix 401(k) Plan (exempt from 16(b)), at prices ranging from $7.49 to $43.00 per share. This information reported herein is based on the January 2, 2004 Plan statement. In addition to the basic 401(k) holdings, column 5 includes the equivalent number of shares, at the market price as of the Plan statement date, to reflect the Reporting Person's allocated balance of the Tek Stock Fund, a separate fund within the 401(k) Plan.

Remarks:

	H. Paul Montgomary, Attorney-in-fact, for David S. Churchill	01/16/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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