SEC FORM 4

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

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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^*

OVERHAGE CRAIG L

(Last)

(First)

(Middle)

PO BOX 500

14200 SW KARL BRAUN DRIVE

(Street)

BEAVERTON

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)
04/02/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/02/2004		M		7,500	A	$20.0625	22,290	D
Common Stock	04/02/2004		S		400	D	$33.596	21,890	D
Common Stock	04/02/2004		S		7,100	D	$33.581	14,790	D
Common Stock	04/02/2004		M		12,500	A	$17.51	27,290	D
Common Stock	04/02/2004		S		12,500	D	$33.581	14,790	D
Common Stock	04/01/2004		J⁽¹⁾	V	54	A	⁽¹⁾	11,325	I	401(k) Plan
Common Stock								1,880	I	401(k) By Wife

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option⁽²⁾	$20.0625	04/02/2004		M			7,500	01/20/2002⁽²⁾	01/20/2010	Common Stock	7,500	⁽²⁾	23,500	D
Non-Qualified Stock Option	$17.12							09/20/2003	09/20/2011	Common Stock	5,000		5,000	D
Non-Qualified Stock Option	$37.5							01/18/2003	01/18/2011	Common Stock	25,000		25,000	D
Non-Qualified Stock Option	$27.37							05/17/2003	05/17/2011	Common Stock	10,000		10,000	D
Non-Qualified Stock Option	$24.48							02/01/2003	02/01/2012	Common Stock	33,000		33,000	D
Non-Qualified Stock Option⁽³⁾	$17.51	04/02/2004		M			12,500	01/22/2004⁽³⁾	01/22/2013	Common Stock	12,500	⁽³⁾	37,500	D
Non-Qualified Stock Option	$31.55							01/20/2005	01/20/2014	Common Stock	28,000		28,000	D

Explanation of Responses:

1. 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 here is based on the April 1, 2004 Plan statement. In addition to the basic 401(k) holdings, column t includes the equivalent number of shares, at the market price as of the Plan statement date, to reflect the Repoirting Person's allocated balance of the Tek Stock Fund, a separate fund within the 401(k) Plan.

2. Employee stock option granted 1/20/00 and is fully vested.

3. Employee stock option granted 1/22/03 and is exercisable for 25% of shares on each of the first four anniversaries of the option date.

Remarks:

	H. Paul Montgomery, Attorney-in-fact, for Craig L. Overhage	04/06/2004
	** 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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