ATL ULTRASOUND INC
10-Q, 1997-11-07
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 26, 1997
         
     [ ] 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
                                
                      ATL ULTRASOUND, INC.
     (Exact name of registrant as specified in its charter)


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

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

                         (425) 487-7000
                       (Telephone number)
                                
                                
 Common stock, $0.01 par value; 14,252,760 shares outstanding as
                       of October 24, 1997
                                
                                
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 [ ]
                                
<PAGE>

                      ATL ULTRASOUND, INC.
                        TABLE OF CONTENTS
                                
                                
                                
                                
PART I    Financial Information                                    Page No.
- ------    ---------------------                                    --------
Item 1.   Financial Statements

          Condensed Consolidated Balance Sheets -
             September 26, 1997 (Unaudited) and December 31, 1996.....3

          Condensed Consolidated Statements of Operations
             (Unaudited) - Three Months and Nine Months Ended 
             September 26, 1997 and September 27,1996.................4

          Condensed Consolidated Statements of Cash Flows
             (Unaudited) - Nine Months Ended September 26, 1997 
             and September 27, 1996...................................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
        --------------------

 
                      ATL ULTRASOUND, INC.
              CONDENSED CONSOLIDATED BALANCE SHEETS
                                
- -----------------------------------------------------------------------------
(In thousands)                               9/26/97       12/31/96
- -----------------------------------------------------------------------------
                                          (Unaudited)

                            ASSETS
                                                           
CURRENT ASSETS                                             
 Cash and cash equivalents                  $  68,296     $  63,262
 Receivables, net                             102,229       126,924
 Inventories                                  100,344        89,911
 Prepaid expenses                               3,669         2,777
 Deferred income taxes, net                    18,340        18,246
                                            -------------------------
     Total current assets                     292,878       301,120
                                                           
PROPERTY, PLANT AND EQUIPMENT, NET             71,872        72,400
OTHER ASSETS, NET                               6,415         6,681
                                            -------------------------
                                            $ 371,165     $ 380,201
                                            =========================
                               
             LIABILITIES AND SHAREHOLDERS' EQUITY
                                                           
CURRENT LIABILITIES                                        
 Short-term borrowings                      $     788     $     507
 Current portion of long-term debt                443           584
 Accounts payable and accrued expenses         71,438        69,855
 Accrual for litigation claim                  37,148        35,636
 Deferred revenue                              15,014        19,351
 Taxes on income                                4,949         8,893
                                            -------------------------
     Total current liabilities                129,780       134,826
                                                           
LONG-TERM DEBT                                 12,430        12,936
OTHER LONG-TERM LIABILITIES                    23,176        21,189
SHAREHOLDERS' EQUITY                          205,779       211,250
                                            -------------------------
                                            $ 371,165     $ 380,201
                                            =========================

- -----------------------------------------------------------------------------
Common shares outstanding                      14,201        14,023
- -----------------------------------------------------------------------------   
                                
   See accompanying notes to condensed consolidated financial statements.


                                     3
<PAGE>

                      ATL ULTRASOUND, INC.
         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Unaudited)
                                
                                
                                      Three months ended   Nine months ended
- -----------------------------------------------------------------------------
(In thousands, except per share data) 9/26/97   9/27/96   9/26/97   9/27/96
- -----------------------------------------------------------------------------
                                                               
REVENUES                                                       
 Product sales                       $ 69,898  $ 77,916   $225,760 $227,843
 Service                               23,090    22,349     68,154   65,814
                                     ----------------------------------------
                                       92,988   100,265    293,914  293,657
                                     ----------------------------------------
COST OF SALES                                                  
 Cost of product sales                 35,112    38,076    112,585  113,246
 Cost of service                       13,233    12,935     39,480   38,307
                                     ----------------------------------------
                                       48,345    51,011    152,065  151,553
                                     ----------------------------------------
GROSS PROFIT                           44,643    49,254    141,849  142,104
                                                               
OPERATING EXPENSES, NET                                        
 Selling, general and 
  administrative                       32,711    29,754     94,057   89,271
 Research and development              13,848    14,223     43,828   39,346
 Provision for litigation claim             -         -          -   29,557
 Other expense, net                       688       488      1,104    1,145
                                      ---------------------------------------
                                       47,247    44,465    138,989  159,319
                                      ---------------------------------------

INCOME (LOSS) FROM OPERATIONS          (2,604)    4,789     2,860   (17,215)
                                                               
Interest income                         1,012       886     2,949     2,418
Interest expense                         (862)     (942)   (2,512)   (1,968)
                                      ---------------------------------------

INCOME (LOSS) BEFORE INCOME TAXES      (2,454)    4,733     3,297   (16,675)
                                                               
Income tax expense (benefit)             (492)      946       658    (4,343)
                                      ---------------------------------------
NET INCOME (LOSS)                     $(1,962)   $3,787    $2,639  $(12,422)
                                      =======================================
                                                               
Net income (loss) per share           $ (0.14)   $ 0.25    $  .17  $  (0.89)
                                                               
Weighted average common shares
 and equivalents outstanding           14,207    15,076    15,226    13,992
                                                               
- -----------------------------------------------------------------------------
   See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>

                      ATL ULTRASOUND, INC.
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited)
                                
                                
                                                      Nine months ended
- -----------------------------------------------------------------------------
(In thousands)                                        9/26/97   9/27/96
- -----------------------------------------------------------------------------

OPERATING ACTIVITIES                                
  Net income (loss)                                   $ 2,639  $(12,422)
   Adjustments to reconcile net income (loss) 
    to cash provided by operating activities:
      Depreciation and amortization                    12,148    11,032
      Deferred income tax benefit                         (94)   (6,982)
   Changes in operating assets and liabilities, 
    excluding the effects of the sale of image           
    management business:
      Receivables, net                                 19,994    14,923
      Inventories                                     (15,806)   (4,577)
      Accounts payable and accrued expenses             4,204    (8,833)
      Accrual for litigation claim                      1,512    30,139
      Deferred revenue                                 (2,297)   (1,987)
      Taxes on income                                  (3,797)     (719)
      Other                                              (887)      498
                                                     --------------------
        Cash provided by operations                    17,616    21,072
                                                    
INVESTING ACTIVITIES                                
   Investment in property, plant and equipment        (11,178)  (10,065)
   Proceeds from sale of image management business      4,500         -
   Proceeds from maturing short-term investments            -     4,988
                                                     --------------------
        Cash used by investing activities              (6,678)   (5,077)
                                                    
FINANCING ACTIVITIES                                
   Increase (decrease) in short-term borrowings           280      (522)
   Repayment of long-term debt                           (647)     (520)
   Repurchase of common shares                        (11,888)   (2,330)
   Exercise of stock options                            6,572     8,357
                                                     --------------------
        Cash provided (used) by financing activities   (5,683)    4,985
                                                    
Effect of exchange rate changes                          (221)     (237)
                                                     --------------------
        Increase in cash and cash equivalents           5,034    20,743
                                                    
Cash and cash equivalents, beginning of period         63,262    30,666
                                                     --------------------
Cash and cash equivalents, end of period              $68,296   $51,409
                                                     ====================
- -----------------------------------------------------------------------------

  See accompanying notes to condensed consolidated financial statements.

                                   5
<PAGE>

                      ATL ULTRASOUND, INC.
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     (Dollars in thousands)

1. Basis of Presentation

The  accompanying  condensed  consolidated  financial  statements
include  the  accounts  of  ATL  Ultrasound,  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.

On  July 2, 1997, ATL announced it had completed its name  change
to ATL Ultrasound, Inc. to better reflect the Company's dedicated
focus  on diagnostic ultrasound.  The Company was formerly  known
as  Advanced Technology Laboratories, Inc.  ATL will continue  to
trade under the NASDAQ symbol ATLI.  The action by the Company is
a corporate name change only.

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 incorporated by reference
in the Company's 1996 Form 10-K.

The information furnished reflects, in the opinion of 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 Cash Equivalents

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.

3. Inventories

                                      9/26/97      12/31/96
                                     ---------     ---------
     Materials and work in process    $37,344       $30,132
     Finished products                 20,828        20,481
     Demonstrator equipment            23,679        19,643
     Customer service                  18,493        19,655
                                     ---------     ---------
                                     $100,344       $89,911


                                   6
<PAGE>
      
                              
                      ATL ULTRASOUND, INC.
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     (Dollars in thousands)

4. 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 underlying lawsuit 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  District
Court  awarded damages to SRI of $27,948 plus interest and  legal
fees.   The  Company appealed the amount of damages  awarded  and
posted   a  supersedeas  bond  secured  by  a  letter  of  credit
collateralized  by  cash and cash equivalents.   On  October  24,
1997,  the  Company was informed that the U.S. Court  of  Appeals
affirmed  the lower court judgment in favor of SRI in the  patent
lawsuit.  The decision in this lawsuit does not adversely  affect
current  or  future product shipments.  The Company believes  its
accrual  for litigation claim is adequate to cover the  liability
to  SRI and that the Court's decision will have no impact on  its
reported results, nor will it have any effect on the sale, use or
service  of  any  current  or past products.   The  Company  will
continue  to  accrue  interest expense on the  patent  litigation
claim until the final claim is paid.

5. 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 substantially equal for all periods presented.

6. Sale of Image Management Business

Effective May 12, 1997, the Company sold its image management
business, Nova MicroSonics, to Eastman Kodak.  The sale did not
result in a material financial impact to the consolidated
operating results of the Company.

7. Reclassifications

Certain amounts reported in previous years have been reclassified
to conform to the 1997 presentation.

                                  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)                   9/26/97 9/27/96 %Change  9/26/97 9/27/96 %Change
- ------------------------------------------------------------------------------
                                                            
Revenues                       $93.0   $100.3 (7.3)%    $293.9  $293.7  0.1%
                                                            
Gross Profit                   $44.6    $49.3 (9.4)%    $141.8  $142.1 (0.2)%
                                                            
Operating Expenses;                                          
 excluding non-recurring items $47.2    $44.5  6.3%     $139.0  $129.8  7.1%
Provision for litigation claim   -        -                -     $29.6  
                                                            
Net Income (Loss)              $(2.0)    $3.8             $2.6  $(12.4) 
                                                            
Net Income (Loss) per Share    $(0.14)  $0.25            $0.17  $(0.89) 

- ------------------------------------------------------------------------------
                                                            
Net Income (Loss), excluding        
 non-recurring items           $(2.0)   $3.8             $2.6    $10.2

Net Income (Loss) per Share,                                       
 excluding non-recurring       $(0.14)  $0.25            $0.17   $0.68
 items                                 
- ------------------------------------------------------------------------------

The  Company  reported a net loss of $2.0 million  or  $0.14  per
share  in  the third quarter of 1997 compared with net income  of
$3.8  million  or $0.25 per share in the third quarter  of  1996.
The results were consistent with guidance provided by the Company
in  a  press  release dated July 14, 1997.  For  the  first  nine
months, the Company reported net income of $2.6 million or  $0.17
per  share  in 1997 compared with a net loss of $12.4 million  or
$0.89  per  share  in 1996.  Excluding non-recurring  items,  net
income  for  the first nine months of 1996 would have been  $10.2
million  or  $0.68 per share.  There were no non-recurring  items
during the first nine months of 1997.

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

The  Company's worldwide revenues decreased 7.3% to $93.0 million
in  the third quarter of 1997 compared with $100.3 million in the
third  quarter of 1996.  Product sales decreased by $8.0  million
or 10.3% in the third quarter of 1997 compared to the same period
in  the  prior  year.  The decline in product  sales  is  largely
attributable  to  delays in customer order placements  associated
with  the  introduction of the Company's new  HDI(R) 5000 system, 
the foreign exchange impact  of  the  stronger  U.S.  dollar   on
international  business, primarily in Europe,  and  the  loss  of
revenues  caused  by the sale of the Company's  image  management
business  to  Eastman Kodak.  The transition  of  older  products
(Apogee(R) CX/CX200  and  UM9 HDI)  from the  product  line  also 
impacted product revenues in  comparison to the  third quarter of 
1996.


                                8
<PAGE>


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

Service revenues increased $.7 million or 3.3% compared with  the
third  quarter  of 1996, primarily due to growth in the worldwide 
installed  base  of  ATL's products.   Despite  the factors noted 
above, worldwide  revenues were  essentially level with the prior 
year  at  $293.9 million  for  the  first  nine  months  of 1997, 
primarily due to  the continued success of the Company's HDI 3000 
product family in both the U.S.and international markets.

Gross  profit was $44.6 million in the third quarter of  1997,  a
decrease  of  $4.7 million compared with gross  profit  of  $49.3
million  in  the  same quarter of the prior  year.   Total  gross
margin  for the third quarter of 1997 decreased to 48.0% compared
with 49.1% in the prior year.  These decreases reflect the impact
of  a  stronger  U.S. dollar as well as delays in customer  order
placements  associated with the introduction of new  products  as
discussed above.  For the first nine months of 1997, gross profit
was $141.8 million compared to $142.1 million for the same period
of 1996.  Year-to-date gross margin decreased to 48.3% from 48.4%
in 1996 for the reasons noted above.

OPERATING EXPENSES, NET
- -----------------------

Operating  expenses, excluding non-recurring items, increased  to
$47.2 million in the third quarter of 1997 from $44.5 million  in
the  same  period  of  1996. Selling, general and  administrative
expenses  were $32.7 million, an increase of 9.9% over the  third
quarter   of  1996.   The  increase  in  selling,  general,   and
administrative expenses reflects product launch costs  associated
with  the  introduction of the Company's premium performance  HDI
5000  system,  partially offset by a favorable  foreign  exchange
impact  in  Europe and the sale of the Company's image management
business.   Research and development expenses decreased  2.6%  to
$13.8  million in the third quarter of 1997 compared  with  $14.2
million  in  the  third  quarter of 1996.  The  decrease  in  R&D
expenses   is  primarily  due  to  the  timing  of  new   product
development  programs, including costs related to  both  the  HDI
5000  and  HDI 1000 systems, as well as the sale of the Company's
image  management business.  For the first nine months  of  1997,
operating  expenses, excluding non-recurring items, increased  to
$139.0  million  or  47.3% of total revenues compared  to  $129.8
million or 44.2% of total revenues in 1996.

                                 9
<PAGE>


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

ACCRUAL FOR LITIGATION CLAIM
- ----------------------------

ATL 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  which had been accrued  in 1994.  The underlying
lawsuit 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 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  District  Court
awarded damages  to SRI of $27.9 million  plus interest and legal
fees.   The Company appealed  the amount of  damages awarded  and
posted a  supersedeas bond in June, 1996  secured  by a letter of
credit collateralized  by cash and cash equivalents.   On October
24, 1997, the Company was informed that the U.S. Court of Appeals
affirmed the lower court  judgment in favor of SRI  in the patent
lawsuit.  The decision  in this lawsuit does not adversely affect
current  or future product  shipments.  The Company  believes its
accrual for litigation  claim is adequate  to cover the liability
to SRI  and that the Court's decision  will have no impact on its
reported results, nor will it have any effect on the sale, use or
service of any current or past products.

INTEREST INCOME AND EXPENSE
- ---------------------------

The Company earned net interest income of $0.2 million during the
third quarter of 1997 compared with net interest expense of  $0.1
million  during  the  same period in 1996.  Net  interest  income
includes  interest income earned on cash balances  available  for
investment and extended term receivables, offset by post-judgment
interest  expense accrued on the damages awarded for  the  patent
litigation  claim discussed above as well as interest expense  on
long-term debt.  Interest expense will continue to be accrued  on
the patent litigation claim until the final claim is paid.

TAXES AND NET INCOME (LOSS)
- ---------------------------

For the third quarter of 1997, the Company reported an income tax
benefit  of  $0.5 million, which represents a 20%  effective  tax
rate  for U.S. federal, state and foreign income.  For the  third
quarter of 1996, the Company reported income tax expense of  $0.9
million.

                              10
<PAGE>


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

                 CAPITAL RESOURCES AND LIQUIDITY
                 -------------------------------
       -----------------------------------------------------
        (In millions)                   9/26/97    12/31/96
       -----------------------------------------------------
                                                  
        Cash and cash equivalents        $68.3      $ 63.3
                                                   
        Total Assets                    $371.2      $380.2
                                                   
        Long-term debt                  $ 12.4      $ 12.9
                                                   
        Shareholders' Equity            $205.8      $211.3
                                                   
       -----------------------------------------------------

Cash and cash equivalents totaled $68.3 million at September  26,
1997  compared with $63.3 million at December 31, 1996.  As shown
in the Condensed Consolidated Statement of Cash Flows, during the
first  nine  months of 1997, the Company generated $17.6  million
from  operating  activities and used $5.7 million  for  financing
activities.   At September 26, 1997, receivables, net,  decreased
$20.0  million from December 31, 1996 reflecting seasonally  high
activity levels in the fourth quarter of 1996.  Inventory  levels
increased   by   $15.8  million  primarily  in  anticipation   of
increasing  sales activity levels in the fourth quarter  and  for
the  shipments of the new HDI 5000 and HDI 1000 products.  During
the first nine months of 1997, the Company used $11.9 million  to
repurchase shares of its common stock, which was partially offset
by  $6.6  million generated from the exercise of  employee  stock
options.

On May 7, 1997, the Company's Board of Directors authorized a new
repurchase  program to acquire up to 1,000,000 shares  of  common
stock.  During the third quarter of 1997, the Company repurchased
195,200 shares of its own stock under this new program.  Under  a
previous  authorization,  the  Company  repurchased  a  total  of
436,800 shares as of the first half of 1997.  A combined total of
632,000 shares have been repurchased under both authorizations as
of September 26, 1997.

The  Company  has  an accrued liability of $37.1  million  as  of
September  26,  1997  for the patent litigation  claim  discussed
previously. The supersedeas bond posted by the Company during the
appeal process is secured by a letter of credit collateralized by
cash and cash equivalents.  The Company will utilize its cash and
cash  equivalents  to pay the damages from the patent  litigation
claim (see Accrual for Litigation Claim).

In  addition  to  its  cash 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  existing   cash,
available credit lines and funds from operations to be sufficient
to  meet  the  Company's  operating requirements  for  1997  (see
Forward Looking Information).

                                11
<PAGE>

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


The  Company  began  construction of a new  101,000  square  foot
building  on its corporate campus in August 1997.  The building's
projected completion date is scheduled for July 1998 and  has  an
estimated  cost  of  $15-16 million.   Initial  funding  for  the
project will come from working capital with a transition to long-
term debt as the building reaches completion in 1998.

FORWARD LOOKING INFORMATION
- ---------------------------

As  an update to the forward looking information provided in  the
Company's  1996 Annual Report to Shareholders and the  Form  10-Q
filings  for  the first and second quarters of 1997, the  Company
provides the following information.

The  Company expects revenues in the fourth quarter  of  1997  to
fall within an approximate range of $140-145 million with a gross
margin  at or above 50%. Total operating expenses are anticipated
to  be  about $50-52 million.  Total earnings per share  for  the
full  year  is  expected to be in line with, or  somewhat  below,
figures  reported  for fiscal year 1996, excluding  non-recurring
items  in  1996.  The Company believes it will continue  to  make
progress  towards  its goal of achieving a return  on  equity  of
15.0% by the end of 1998.

The   above  statements  and  other  statements  in  this  report
identified by cross reference to this section are forward looking
statements  that involve a number of risks and uncertainties  and
should  be  read  in conjunction with the Company's  1996  Annual
Report to Shareholders, which is incorporated by reference to the
Company's  1996 Form 10-K, the Company's news releases,  and  the
Company's  SEC filings during 1997.  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  Company and several of the Company's  competitors
announced new ultrasound products and features in 1996 and  1997,
which  may  cause  potential customers to alter  or  defer  their
buying  plans  and  intentions.   Increased  competition  in  the
ultrasound market 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,  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.   The  estimated  cost and/or  completion  date  of  the
building  under  construction  depends  to  a  large  degree   on
contractor performance and could be adversely affected by factors
such  as  construction delays or cost overruns,  adverse  weather
conditions,  contractor labor disputes or other factors  inherent
in construction projects.

                               12
<PAGE>

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

IMPACT OF NEW ACCOUNTING STANDARD
- ---------------------------------

In February 1997, the Financial Accounting Standards Board issued
FAS  128, Earnings Per Share, which establishes standards for the
computation, presentation, and disclosure of earnings  per  share
(EPS).   FAS  128  is  designed to improve  the  EPS  information
provided  in  financial  statements by simplifying  the  existing
computational  guidelines, revising the  disclosure  requirements
and  increasing  the  comparability of  EPS  data.   FAS  128  is
effective  for  financial  statements for  periods  ending  after
December  15, 1997.  The adoption of FAS 128 is not  expected  to
have  a  material effect on the Company's consolidated  financial
statements.

                               13
<PAGE>


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

Item 1.   Legal Proceedings - On October 24, 1997, the Company was 
          -----------------
          informed  that  the  U.S. Court of Appeals  affirmed the 
          lower  court  judgment  in  favor of  SRI in the  patent 
          lawsuit. See Part 1-Item 2 above, ACCRUAL FOR LITIGATION 
          CLAIM.  The decision in this  lawsuit does not adversely 
          affect current or future product shipments.  The Company 
          believes its accrual for litigation claim is adequate to 
          cover the liability to SRI and that the Court's decision 
          will have no impact on its reported results, nor will it 
          have  any  effect  on  the sale,  use or service of  any 
          current or past products.  The Company will continue  to 
          accrue  interest expense on the  patent litigation claim 
          until the final claim is paid.

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 of Form 8-K - None.



                            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.




                                   ATL ULTRASOUND, INC.
                                       (Registrant)
                                             
                                             
                                             
Date: November 6, 1997     BY:/s/ Harvey N. Gillis
                              ----------------------------
                                  Harvey N. Gillis
                         
                                  Senior Vice President
                                Finance and Administration
                               and Chief Financial Officer
        
        
                              14


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 26, 1997 AND THE
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED
SEPTEMBER 26, 1997 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-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-26-1997
<CASH>                                          68,296
<SECURITIES>                                         0
<RECEIVABLES>                                  102,229
<ALLOWANCES>                                         0
<INVENTORY>                                    100,344
<CURRENT-ASSETS>                               292,878
<PP&E>                                          71,872
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 371,165
<CURRENT-LIABILITIES>                          129,780
<BONDS>                                         12,430
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                   371,165
<SALES>                                        225,760
<TOTAL-REVENUES>                               293,914
<CGS>                                          112,585
<TOTAL-COSTS>                                  152,065
<OTHER-EXPENSES>                               138,989
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,512
<INCOME-PRETAX>                                  3,297
<INCOME-TAX>                                       658
<INCOME-CONTINUING>                              2,639
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,639
<EPS-PRIMARY>                                      .18
<EPS-DILUTED>                                      .17
        

</TABLE>


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