ADVANCED TECHNOLOGY LABORATORIES INC
10-Q, 1996-11-12
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549
                                
                            FORM 10-Q
                                
                                
      X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
         
         For the Quarterly Period ended September 27, 1996
         
         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
         
         For the Transition Period From _____ to _____
                                
                                
                 Commission File Number 0-15160
                                
             ADVANCED TECHNOLOGY LABORATORIES, INC.
     (Exact name of registrant as specified in its charter)


          Washington                         91-1353386
   (State of incorporation)      (IRS Employer Identification No.)

   22100 Bothell-Everett Highway
       Post Office Box 3003
       Bothell, Washington                   98041-3003
(Address of principal executive offices)     (Zip Code)

                         (206) 487-7000
                       (Telephone number)
                                
                                
 Common stock, $0.01 par value; 14,158,005 shares outstanding as
                       of October 25, 1996
                                
                                
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    [ ]

                                   1
<PAGE>

             ADVANCED TECHNOLOGY LABORATORIES, INC.
                        TABLE OF CONTENTS
                                

                                
PART I    Financial Information                                Page No.
- ------    ---------------------                                --------

Item 1.   Financial Statements
          --------------------

          Condensed Consolidated Balance Sheets -
          September 27, 1996 (Unaudited) and December 31, 1995.....3

          Condensed Consolidated Statements of Operations
          (Unaudited) - Three Months and Nine Months Ended 
          September 27, 1996 and September 29, 1995................4

          Condensed Consolidated Statements of Cash Flows
          (Unaudited) - Nine  Months Ended September 27, 1996 and  
          September 29, 1995.......................................5

          Notes to Condensed Consolidated Financial Statements.....6


Item 2.   Management's Discussion and Analysis of Financial
- ------    ------------------------------------------------- 
             Condition and Results of Operations...................8
             -----------------------------------


PART II   Other Information
- -------   -----------------

Item 1.   Legal Proceedings........................................14
          -----------------

Item 2.   Changes in Securities................................... 14
          ---------------------

Item 3.   Defaults Upon Senior Securities..........................14
          -------------------------------

Item 4.   Submission of Matters to a Vote of Security Holders......14
          ---------------------------------------------------

Item 5.   Other Information........................................14
          -----------------

Item 6.   Exhibits and Reports on Form 8-K.........................14
          --------------------------------
      
                                     2
<PAGE>

PART I    Financial Information
- -----     ---------------------
      
Item 1.   Financial Statements
          --------------------

             ADVANCED TECHNOLOGY LABORATORIES, INC.
             CONDENSED CONSOLIDATED BALANCE SHEETS
                                
                                                   
- ------------------------------------------------------------------ 
(In thousands)                             9/27/96      12/31/95            
- ------------------------------------------------------------------ 
                                        (Unaudited)
                              ASSETS
                                                       
CURRENT ASSETS                                         
 Cash and short-term investments          $ 51,409      $ 35,654
 Receivables, net                          113,503       129,226
 Inventories                                98,729        94,877
 Prepaid expenses                            2,888         3,007
 Deferred income taxes, net                 16,030         9,048
                                          ----------------------- 
    Total current assets                   282,559       271,812
                                                       
PROPERTY, PLANT AND EQUIPMENT, NET          71,493        71,130
OTHER ASSETS, NET                           10,316        10,506
                                          -----------------------
                                          $364,368      $353,448
                                          =======================             

             LIABILITIES AND SHAREHOLDERS' EQUITY
                                                       
CURRENT LIABILITIES                                    
 Short-term borrowings                     $ 2,389      $  2,911
 Current portion of long-term debt             588           555
 Accounts payable and accrued expenses      65,455        74,903
 Accrual for litigation claim               35,139         5,000
 Deferred revenue                           18,124        21,038
 Taxes on income                             5,118         5,824
                                          -----------------------
    Total current liabilities              126,813       110,231
                                                       
LONG-TERM DEBT                              13,071        14,837
OTHER LONG-TERM LIABILITIES                 19,283        17,457
SHAREHOLDERS' EQUITY                       205,201       210,923
                                           ----------------------
                                          $364,368      $353,448
                                          =======================            
                                                       
- ------------------------------------------------------------------
COMMON SHARES OUTSTANDING                   14,177        13,610
- ------------------------------------------------------------------          
                                
See accompanying notes to condensed consolidated financial statements.

                                    3
<PAGE>

             ADVANCED TECHNOLOGY LABORATORIES, INC.
         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Unaudited)
                                
                                
                                    Three months ended      Nine months ended
- -----------------------------------------------------------------------------
(In thousands, except per share      9/27/96   9/29/95      9/27/96   9/29/95
 data)                                                   
- -----------------------------------------------------------------------------
  
REVENUES                                                      
 Product sales                      $ 77,916  $ 73,642    $ 227,843 $ 218,712
 Service                              22,349    21,087       65,814    61,655
                                    -----------------------------------------  
                                     100,265    94,729      293,657   280,367
                                    -----------------------------------------
COST OF SALES                                                 
 Product sales                        38,076    38,703      113,246   113,159
 Service                              12,935    12,363       38,307    37,567
                                     ----------------------------------------  
                                      51,011    51,066      151,553   150,726
                                     ----------------------------------------

GROSS PROFIT                          49,254    43,663      142,104   129,641
                                                              
OPERATING EXPENSES                                            
 Selling, general and adminsitrative  30,174    29,203       90,560    87,059
 Research and development             13,803    12,580       38,057    37,439
 Provision for litigation claim           --        --       29,557        --
 Restructuring and relocation      
  expenses                                --     1,838           --     4,673
 Other (income) expense, net             488       386        1,145      (686)
                                      ---------------------------------------
                                      44,465    44,007      159,319   128,485
                                      ---------------------------------------
                                                              
INCOME (LOSS) FROM OPERATIONS          4,789      (344)     (17,215)    1,156
                                                              
Interest Income                          886       455        2,418     1,226
Interest Expense                        (942)     (537)      (1,968)   (1,581)
                                      ---------------------------------------
  
INCOME (LOSS) BEFORE INCOME TAXES      4,733      (426)     (16,765)      801
                                                              
Income Tax Expense (Benefit)             946       316       (4,343)      981
                                      ---------------------------------------  
                                                              
NET INCOME (LOSS)                    $ 3,787    $ (742)   $ (12,422)   $ (180)
                                      ======================================= 
                                                              
Net Income (loss) per share            $0.25    $(0.06)      $(0.89)   $(0.01)
                                                              
Weighted average common shares and                                 
  equivalents outstanding             15,076    13,376       13,992    13,359
                                 
- -----------------------------------------------------------------------------  
   See accompanying notes to condensed consolidated financial statements

                                     4
<PAGE>

             ADVANCED TECHNOLOGY LABORATORIES, INC.
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited)
                                
                                
                                                   Nine months ended
- -----------------------------------------------------------------------
(In thousands)                                     9/27/96   9/29/95
- -----------------------------------------------------------------------
OPERATING ACTIVITIES                                
  Net loss                                        $(12,422)  $  (180)
  Adjustments to reconcile net loss to cash           
   provided (used) by operating activities:
   Depreciation and amortization                    11,032    11,810
   Deferred income taxes                            (6,982)       --
  Changes in:                                       
   Receivables, net                                 14,923     1,037
   Inventories                                      (4,577)   (4,059)
   Accounts payable and accrued expenses            (8,833)  (12,626)
   Accrual for litigation claim                     30,139        --
   Deferred revenue                                 (1,987)    3,014
   Taxes on income                                    (719)    1,104
   Other                                               498      (435)
                                                  ---------------------
     Cash provided (used) by operating activities   21,072      (335)
                                                    
INVESTING ACTIVITIES                                
 Investment in property, plant and equipment       (10,065)  (10,431)
 Proceeds from maturing short-term investments       4,988        --
 Other                                                  --      (350)
                                                  --------------------
     Cash used by investing activities              (5,077)  (10,781)

                                                    
FINANCING ACTIVITIES                                
 Increase  (decrease) in short-term borrowings        (522)    2,349
 Repayment of long-term debt                          (520)   (2,616)
 Repurchase of common shares                        (2,330)       --
 Exercise of stock options                           8,357       697
                                                   -------------------
     Cash provided by financing activities           4,985       430

Effect of foreign exchange rate changes               (237)   (1,078)
                                                   -------------------      
 Net increase (decrease) in cash 
  and cash equivalents                              20,743   (11,764)
                                                    
Cash and cash equivalents, beginning of period      30,666    22,901
                                                   -------------------
Cash and cash equivalents, end of period           $51,409   $11,137
                                                   =================== 
- ----------------------------------------------------------------------
                                                    
 See accompanying notes to condensed consolidated financial statements.

                                      5
<PAGE>

             ADVANCED TECHNOLOGY LABORATORIES, INC.
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     (Dollars in thousands)

1. Basis of Presentation

The  accompanying  condensed  consolidated  financial  statements
include  the  accounts of Advanced Technology Laboratories,  Inc.
(ATL), which includes its subsidiaries and is referred to as  the
"Company".   The  Company  develops,  manufactures,  markets  and
services  diagnostic medical ultrasound systems  worldwide.   The
Company  sells its products to hospitals, clinics and  physicians
for  use in radiology, cardiology, women's health care, vascular,
musculoskeletal and intraoperative applications.

The  accompanying condensed consolidated financial statements and
related  notes have been prepared pursuant to the Securities  and
Exchange  Commission  rules  and  regulations  for  Form    10-Q.
Accordingly,   certain   information  and  footnote   disclosures
normally  included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed
or   omitted  pursuant  to  such  rules  and  regulations.    The
accompanying  condensed  consolidated  financial  statements  and
related notes should be read in conjunction with the consolidated
financial  statements and notes thereto included in the Company's
1995 Form 10-K.

The  information  furnished  reflects,  in  the  opinion  of  the
management, all adjustments necessary for a fair presentation  of
the  results for the interim periods presented.  Interim  results
are not necessarily indicative of results for a full year.

2. Cash and Short-term Investments

The Company considers short-term investments with maturity dates
of  three  months  or  less at the date of purchase  to be  cash
equivalents for purposes of the statement of cash flows.

                                     9/27/96     12/31/95
                                    --------     --------
     Cash and cash equivalents       $51,409      $30,666
     Short-term investments               --        4,988
                                    --------     --------
                                     $51,409      $35,654
                                    ========     ========
3. Inventories

                                     9/27/96     12/31/95
                                    --------     --------
     Materials and work in process   $33,575      $33,198
     Finished products                23,570       22,007
     Demonstrator equipment           20,678       19,825
     Customer service                 20,906       19,847
                                    --------     --------
                                     $98,729      $94,877
                                    ========     ========

                                6
<PAGE>

             ADVANCED TECHNOLOGY LABORATORIES, INC.
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     (Dollars in thousands)

4.  Long-term debt

On  February  1, 1996, the remaining 11% subordinated convertible
debentures  totaling $1,213 were converted by  the  Company  into
71,577  shares  of the Company's common stock in accordance  with
the conversion ratio stated in the debenture agreements.

5.  Accrual for Litigation Claim

The Company accrued a provision for a patent litigation claim  of
$29,557  in  the  second quarter of 1996 in  addition  to  $5,000
previously  accrued  in  1994.   The  claim  was  filed  by   SRI
International  (SRI) on July 15, 1991 in the U.S. District  Court
for the Northern District of California and concerns a patent  on
an   electrical  circuit  allegedly  used  in  three   of   ATL's
discontinued  products.    The patent expired  in  1994  and  the
circuit  in  dispute has never been used in any of ATL's  current
product  lines.   The court granted a motion  by  SRI  requesting
partial  summary judgment on liability in November 1992  and  the
U.S.  Court  of  Appeals  for the Federal  Circuit  affirmed  the
summary  judgment  in  December 1994.   In  May  1996,  the  U.S.
District  Court  for the Northern District of California  awarded
damages  to  SRI  of $27,948 plus interest and legal  fees.   The
Company  has  posted a  supersedeas  bond  secured by a letter of 
credit and cash and  short-term  investment and has  appealed the 
amount  of damages awarded.   The Company  is  accruing  interest 
expense on the full award during the appeal process.

6. Restructuring and Relocation Expenses
                                
During  1995,  the Company implemented a new corporate  structure
which  consolidated the Company's operations located  in  Ambler,
Pennsylvania  with  the  Company's  headquarters  operations   in
Bothell,  Washington.  The consolidation has been implemented  as
planned   and   has   resulted  in  the  relocation   of   Ambler
manufacturing, administrative and research and development  (R&D)
functions  to  Bothell and a net reduction of  approximately  100
full-time  positions.  During the first nine months of 1995,  the
Company    incurred   restructuring   expenses   for   severance,
outplacement  and  employee retention incentives  of  $2,500  and
relocation expenses of $2,173.

7. Per Share Data

Per  share data is based on the weighted average number of common
shares  and dilutive common share equivalents outstanding  during
each period as presented in the condensed consolidated Statements
of  Operations.  Dilutive common share equivalents are calculated
under  the  treasury  stock  method and  consist  of  unexercised
employee  stock options.  Primary and fully diluted earnings  per
share are equivalent for all periods presented.

                                  7
<PAGE>

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

                      RESULTS OF OPERATIONS
                      ---------------------

                            Three months ended        Nine months ended
- -----------------------------------------------------------------------------
(In millions except 
 per share data)            9/27/96 9/29/95 %Change   9/27/96 9/29/95 %Change
- -----------------------------------------------------------------------------

Revenues                    $100.3  $94.7    5.8%     $293.7   $280.4   4.7%
                                                            
Gross Profit                 $49.3  $43.7   12.8%     $142.1   $129.6   9.6%
 
Operating Expenses;excluding
 non-recurring items         $44.5  $42.2    5.4%     $129.7   $125.1   3.7%
Provision for 
  litigation claim            --     --                $29.6     --     
Restructuring and                                       
  relocation expenses         --     $1.8               --       $4.7   
Benefit related to
  state tax audit             --     --                 --      $(1.3)  
                                                            
Net Income (Loss)             $3.8  $(0.7)            $(12.4    $(0.2) 
                                                            
Net Income (Loss) per Share   $0.25 $(0.06)            $(0.89)  $(0.01) 
- -----------------------------------------------------------------------------

Net Income, excluding non-                                       
 recurring items              $3.8   $1.1              $10.2     $3.2

Net Income per Share,                                        
 excluding non-
 recurring items             $0.25   $0.08              $0.68    $0.24

- -----------------------------------------------------------------------------

The  Company  reported net income of $3.8 million  or  $0.25  per
share  in the third quarter of 1996 compared with a net  loss  of
$0.7  million  or $0.06 per share in the third quarter  of  1995.
Excluding non-recurring items in 1995, net income would have been
$1.1  million or $0.08 per share for the third quarter  of  1995.
For  the  first nine months, the Company reported a net  loss  of
$12.4 million or $0.89 per share in 1996 compared with a net loss
of $180,000 or $0.01 per share in 1995.   Excluding non-recurring
items in both periods, net income for the first nine months would
have  been  $10.2  million or $0.68 per share in  1996  and  $3.2
million or $0.24 per share in 1995.

REVENUES AND GROSS PROFIT
- -------------------------

The Company's  worldwide  revenues grew 5.8% to $100.3 million in
the  third quarter  of  1996  compared with $94.7 million in  the
third  quarter of  1995.   Total product sales  increased by $4.3
million over the  third quarter of 1995 to $77.9 million.   Third
quarter of 1995 product sales included approximately $2.6 million
from the Ultramark(R) 4 system which was phased out of production
at  the end of 1995.  Revenues from the  Ultramark 4 for the same
period in 1996 were

                                  8
<PAGE>

Item 2.    Management's Discussion and Analysis of Financial
           -------------------------------------------------
           Condition and Results of Operations (Continued)
           -----------------------------------

nominal.   The increase in product sales  reflects the success in
both  the U.S.  and  international  markets  of  the  HDI(R) 3000 
product family and the Apogee(R) 800PLUS, which was introduced in 
the first quarter of 1996.   Service  revenues increased by  $1.3 
million over the  third  quarter of  1995  due to the  continuing 
growth of the Company's worldwide installed  base.  For the first 
nine  months  of 1996,  total revenues  grew  by  4.7% to  $293.7 
million compared with $280.4 million for the same period in 1995.  
Revenues  from the sale of  the  Ultramark 4  were  approximately 
$10.5 million for  the  first  nine months of 1995;  for the same 
period in 1996, revenues  from the  sale of the  Ultramark 4 were 
nominal.

Gross  profit  was  $49.3 million in the third  quarter  of  1996
compared  with  $43.7 million in the same quarter  of  the  prior
year.  Gross margin increased to 49.1% compared with 46.1% in the
same  period of the prior year.  The increase in gross margin  is
due to the continued shift in product mix to the Company's higher
margin   product  lines,  the  consolidation  of  the   Company's
manufacturing  operations, efficiencies achieved in international
service  operations and progress on the Company's cost  reduction
programs.   The  improvement in gross margin  also  reflects  the
expansion  of  the  HDI 3000 product family.   Gross  profit  was
$142.1  million  for the first nine months of  1996  compared  to
$129.6  million for the same period of  the prior year.  Year-to-
date  gross  margins  increased to  48.4%  from  46.2%  in  1995,
reflecting the impact of the same factors discussed above.

In  October 1996, the Company announced an agreement with Shantou
Institute  of Ultrasonic Instruments (SIUI), a major manufacturer
of  ultrasound systems in the People's Republic of  China  (PRC).
The  Company  will transfer the Apogee 800PLUS ultrasound  system
manufacturing technology and exclusive distribution rights of the
ultrasound system in the PRC to SIUI.  The Company will  continue
to  manufacture  and  distribute the Apogee  800PLUS  system  for
worldwide distribution outside of China.  The technology transfer
will  begin  in  the  fourth quarter of 1996  and  will  continue
throughout 1997.

OPERATING EXPENSES, NET
- -----------------------
Total  operating expenses, excluding non-recurring items in 1995,
increased to $44.5 million in the third quarter of 1996  compared
with  $42.2  million  in  the third quarter  of  1995.   Selling,
general  and  administrative expenses of $30.2 million  increased
3.3%  over 1995, but declined as a percent of revenues  to  30.1%
from   30.8%.   Selling,  general  and  administrative   expenses
decreased  by  $0.7  million from the  second  quarter  of  1996,
reflecting  the second quarter expenses related to the  promotion
of a clinical application  using the  High Definition(TM) Imaging 
(HDI) system for differentiation of solid breast tumors. Research  
and development expenses increased 9.7% to $13.8  million  in the 
third quarter of 1996 from $12.6 million in  the third quarter of  
1995. Research  and  development  expenses grew primarily  due to  
planned increases for the Company's product development  projects  
and expenses related to a joint development  project  with  Vital
Images,  Inc.  The agreement with Vital Images, Inc. is  for  the
joint development of 3D ultrasound

                                 9
<PAGE>

Item 2.     Management's  Discussion and  Analysis  of  Financial
            -----------------------------------------------------
            Condition and Results of Operations (Continued)
            -----------------------------------

imaging  utilizing  Vital  Images' volume  rendering  technology.
Excluding  non-recurring items, operating expenses for the  first
nine  months  of  1996 were $129.8 million compared  with  $125.1
million for the same period of 1995.

Other  (income) expense, net, for the first nine months  of  1995
includes  a non-recurring credit of $1.0 million for a Washington
State  Business  and Occupation (B&O) tax refund  which  resulted
from a favorable tax audit.  B&O tax is imposed on gross receipts
for  products  manufactured in the State  of  Washington  and  is
included in other operating expenses.

ACCRUAL FOR LITIGATION CLAIM
- ----------------------------
The  Company  accrued  a  non-recurring provision  for  a  patent
litigation claim of $29.6 million in the second quarter  of  1996
in  addition  to $5.0 million previously accrued  in  1994.   The
claim  was filed by SRI International (SRI) on July 15,  1991  in
the  U.S.  District Court for the Northern District of California
and concerns a patent on an electrical circuit allegedly used  in
three of ATL's discontinued products.  The patent expired in 1994
and  the  circuit in dispute has never been used in any of  ATL's
current  product  lines.   The court  granted  a  motion  by  SRI
requesting partial summary judgment on liability in November 1992
and  the  U.S. Court of Appeals for the Federal Circuit  affirmed
the  summary  judgment in December 1994.  In May 1996,  the  U.S.
District  Court  for the Northern District of California  awarded
damages  to  SRI of $27.9 million plus interest and  legal  fees.
The Company has posted a supersedeas bond secured by a letter  of 
credit and cash and  short-term  investments and has appealed the 
amount  of  damages awarded.   The  Company  is accruing interest 
expense on the full award during the appeal process.

RESTRUCTURING AND RELOCATION EXPENSES
- -------------------------------------
During  1995,  the Company implemented a new corporate  structure
which  consolidated the Company's operations located  in  Ambler,
Pennsylvania  with  the  Company's  headquarters  operations   in
Bothell,  Washington.  The consolidation has been implemented  as
planned  and  resulted in the relocation of Ambler manufacturing,
administrative and R&D functions to Bothell and a  net  reduction
of  approximately 100 full-time positions.  During the first nine
months  of 1995, the Company incurred non-recurring restructuring
expenses  for  severance,  outplacement  and  employee  retention
incentives  of  $2.5  million  and relocation  expenses  of  $2.2
million.  The Company incurred no corresponding expenses in 1996.

INTEREST INCOME AND EXPENSE
- ---------------------------
The  Company incurred net interest expense of $0.1 million during
the third quarter of 1996, comparable with third quarter of 1995.
Net  interest  expense  includes post-judgment  interest  expense
accrued  on  the damages awarded for the patent litigation  claim
discussed  previously, offset by interest income earned  on  cash
balances available for investment.

                                  10
<PAGE>

Item 2.    Management's Discussion and Analysis of Financial
           -------------------------------------------------
           Condition and Results of Operations (Continued)
           -----------------------------------

TAXES AND NET INCOME (LOSS)
- ---------------------------
For  the  third quarter of 1996, the Company reported income  tax
expense  of  $0.9 million, which represents a 20%  effective  tax
rate  for U.S. federal, state and foreign income.  For the  third
quarter  of  1995,  income tax expense of $0.3  million  included
primarily  foreign and state income taxes.   Year-to-date  income
taxes  include  a  deferred income tax benefit  of  $6.9  million
related to the previously discussed accrual for litigation claim.

                     CAPITAL RESOURCES AND LIQUIDITY
                     -------------------------------

    -----------------------------------------------------------
    (In millions)                           9/27/96    12/31/95
    -----------------------------------------------------------
    Cash and short-term investments          $51.4       $35.7
                                                   
    Total Assets                            $364.4      $353.4
                                                   
    Long-term debt                           $13.1       $14.8
                                                   
    Shareholders' Equity                    $205.2      $210.9
                                                   
    -----------------------------------------------------------

Cash  and investments totaled $51.4 million at September 27, 1996
compared  with  $35.7  million at December  31,  1995  and  $56.6
million  at the end of the second quarter of 1996.  As  shown  in
the  Condensed Consolidated Statement of Cash Flows,  during  the
first nine months of 1996, the Company generated $21.1 million of
cash   from   operating  activities.   At  September  27,   1996,
receivables,  net,  decreased  by  $14.9  million  and   accounts
payables  and  accrued expenses decreased by  $8.8  million  from
December  31,  1995 which reflects the seasonally  high  activity
levels  in  the  fourth  quarter  of  1995.    The  decrease   in
receivables,  net,  is partially offset by a higher  than  normal
level  of  lease   contract  receivables  which  have  been  sold
to  outside  parties  in the fourth quarter of  1996.   Inventory
levels  increased  by $4.6 million primarily in  anticipation  of
increasing  sales activity levels in the fourth quarter.   Normal
additions to property, plant and equipment used $10.1 million.

Cash provided by financing activities totaled $5.0 million during
the  first nine months of 1996, primarily the net effect of  $8.4
million  generated through the exercise of employee stock options
and  $2.3  million  used to repurchase shares  of  the  Company's
common  stock.   In  the  third  quarter  of  1996,  the  Company
repurchased  78,000 shares of its own common stock  in  the  open
market for $2.3 million under a share repurchase program intended
to  service the Company's benefit plans.  The Board of  Directors
authorized  the Company in May 1996 to purchase up  to  1,000,000
shares under this program, subject to certain criteria.

                                  11
<PAGE>


Item 2.    Management's Discussion and Analysis of Financial
           -------------------------------------------------
           Condition and Results of Operations (Continued)
           -----------------------------------

The  Company has an accrued liability  of  $35.1 million as of the 
end  of the third quarter of 1996  for a  patent  litigation claim
discussed  previously.  In  June  1996,  the  Company   posted   a
supersedeas bond secured by a letter of credit and cash and short-
term investments. The Company will utilize its cash and short-term 
investments to pay  any damages from the  patent litigation  claim 
after the appeal process is completed.  As of the end of the third 
quarter of 1996, the Company had  $51.4 million in cash and short-
term investments.

In  addition to its cash and investment balances, the Company has
available domestic credit facilities of $25 million, including  a
committed  line of credit of $15 million.  Barring any unforeseen
circumstances  or  events,  management  expects  cash,  available
credit  lines and funds from operations to be sufficient to  meet
the Company's operating requirements for 1996 and 1997.

FORWARD LOOKING INFORMATION
- ---------------------------
As  an update to the forward looking information provided in  the
Company's  1995 Annual Report to Shareholders and the  Form  10-Q
filings  for  the first and second quarters of 1996, the  Company
provides the following information.

The  Company  believes that it continues to make progress  toward
its  goal of a return on equity of 15%, which it hopes to achieve
by  the  end of 1998.  For the fourth quarter of 1996 it  is  the
current  expectation of the Company that revenues for the quarter
should  be in the range of   $120-$125 million; that total  gross
margin  should be approximately 50%; that selling,  general,  and
administrative  expenses should be around or slightly  above  $33
million;  and  that research and development expenses  and  other
expenses  should  be in line with those expense  levels  for  the
third  quarter.  For the fourth quarter, the Company  anticipates
weighted average common shares and equivalents outstanding to  be
approximately  15.0 to 15.1 million shares.  As a result,  it  is
the  Company's current expectation that earnings for  the  fourth
quarter  should be in line with financial community estimates  in
the approximate range of $0.70-$0.75 per share.

The  above statements are forward looking statements that involve
a  number  of  risks  and uncertainties and  should  be  read  in
conjunction   with   the   Company's  1995   Annual   Report   to
Shareholders, the Company's 1996 news releases, and the Company's
SEC  filings  during 1996.  There are certain  important  factors
that  could cause actual results to differ materially from  those
anticipated by the Company, which include the following  factors.
The  U.S.  ultrasound  market  remains  sluggish  and  may  cause
revenues to fall short of expectations.  Several of the Company's
competitors  have  announced  or  may  announce  new   ultrasound
products in 1996, which may cause potential customers to alter or
defer  their  buying plans and intentions.  These  factors  could

                              12
<PAGE>


Item  2.     Management's  Discussion and Analysis  of  Financial
             ----------------------------------------------------
             Condition and Results of Operations (Continued)
             -----------------------------------

increase   competition  in  the  ultrasound  market,  which   may
adversely  impact the Company's sales order volume or  timing  or
selling  prices  or all of these factors.  Unanticipated  events,
such  as  delays  in the company's product development  and  cost
reduction   programs,  the  unavailability  of  vendor   supplied
components  critical to the Company's products, a  stronger  U.S.
dollar,  delays or disruptions in obtaining regulatory  approvals
or  from other regulatory actions, delays in contractual payments
due  the  Company, or changes in the Company's strategy resulting
from   competitive  pressures,  reallocation  of   research   and
development or other priorities and resources, or reallocation of
resources  for  unanticipated  opportunities  also  could  affect
operating results.

                              13
<PAGE>

PART II  Other Information
- ------   -----------------

Item 1. Legal Proceedings - In the appeal  before the U.S.  Court
        -----------------
        of  Appeals  for the Federal Circuit of the  judgment  in
        favor  of  SRI  discussed  in Note  5  of  the  Condensed
        Consolidated  Financial Statements, both parties  in  the
        proceeding  have filed briefs with the Court.   ATL  will
        file  its reply brief in the appeal by November 15, 1996.
        The  matter  will then be set for the scheduling  by  the
        Court of oral arguments in the case.

Item 2. Changes in Securities - None
        ---------------------
        
Item 3. Defaults Upon Senior Securities - None
        -------------------------------

Item 4. Submission of Matters to a Vote of Security  Holders  -
        ----------------------------------------------------        
        None

Item 5. Other Information - None
        -----------------

Item 6. Exhibits and Reports on Form 8-K
        --------------------------------
        
        (a)  Exhibits - Financial Data Schedule
        
        (b)  Reports on Form 8-K - None


                                   14
<PAGE>


                            SIGNATURE
                            ---------
                                
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.




                         ADVANCED TECHNOLOGY LABORATORIES, INC.
                                       (Registrant)
                                             
                                             
                                             
DATE: November 8, 1996            BY:/s/ Harvey N. Gillis
                         ________________________________________
                                     Harvey N. Gillis
                         
                                  Senior Vice President
                                Finance and Administration
                               and Chief Financial Officer

  
                                15


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 27, 1996 AND THE
CONDENSED CONSOLIDATED STATEMENT OF OPERATION FOR THE NINE MONTHS ENDED
SEPTMBER 27, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                              JAN-1-1996
<PERIOD-END>                               SEP-27-1996
<CASH>                                          51,409
<SECURITIES>                                         0
<RECEIVABLES>                                  113,503
<ALLOWANCES>                                         0
<INVENTORY>                                     98,729
<CURRENT-ASSETS>                               282,559
<PP&E>                                          71,493
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 364,368
<CURRENT-LIABILITIES>                          126,813
<BONDS>                                         13,071
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                   364,368
<SALES>                                        227,843
<TOTAL-REVENUES>                               293,657
<CGS>                                          113,246
<TOTAL-COSTS>                                  151,553
<OTHER-EXPENSES>                               159,319<F1>
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,968
<INCOME-PRETAX>                                (16,765)
<INCOME-TAX>                                    (4,343)
<INCOME-CONTINUING>                            (12,422)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (12,422)
<EPS-PRIMARY>                                    (0.89)
<EPS-DILUTED>                                    (0.89)
        
<FN>
<F1>
Other Expenses included a $29,557 nonrecurring provision for a patent
litigation claim.
</FN>


</TABLE>


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