As filed with the Securities and Exchange Commission on June 24,1997

                                             Registration No. 333-
                                   
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                        ______________________
                                   
                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                        ______________________
                                   
                ADVANCED TECHNOLOGY LABORATORIES, INC.
        (Exact name of Registrant as specified in its charter)
                                   
            Washington                         91-1353386
 (State or other jurisdiction of    (I.R.S. Employer Identification
  incorporation or organization)                  No.)
                                   
                     22100 Bothell Everett Highway
                             P.O. Box 3003
                        Bothell, WA 98041-3003
     (Address of principal executive offices, including zip code)
                                   
                               
         AMENDED 1992 NONOFFICER EMPLOYEE STOCK OPTION PLAN
                                                     
                     EMPLOYEE STOCK PURCHASE PLAN
                        (Full title of the plan)
                                   
                                   
                         W. BRINTON YORKS, Jr.
             Vice President, General Counsel and Secretary
                ADVANCED TECHNOLOGY LABORATORIES, INC.
                     22100 Bothell-Everett Highway
                             P.O. Box 3003
                        Bothell, WA 98041-3003
                            (425) 487-7000
     (Name, address and telephone number, including area code, of
                          agent for service)
                                   
                          __________________
                                   
                                   
                    CALCULATION OF REGISTRATION FEE

                          
                              Proposed     Proposed         
Title of                      Maximum      Maximum      
Securities       Number to    Offering     Aggregate    Amount of
to Be            be           Price Per    Offering     Registration
Registered       Registered   Share(1)     Price(1)     Fee
----------       ----------   --------     ----------   ------------         
Common Stock,  
par value 
$.01 per Share   350,000(2)   $41.375      $14,481,250  $4,388.26

(1)  Estimated solely for the purpose of calculating the registration
     fee pursuant to Rule 457(h).  The price per share is estimated to
     be $41.375 based on the average of the high and low prices for
     the Common Stock in the over-the-counter market on June 23, 1997
     as reported on the Nasdaq National Market.



(2)  Of this number, 50,000 are being registered for issuance pursuant
     to the Amended 1992 Nonofficer Employee Stock Option Plan and
     300,000 are being registered for issuance pursuant to the
     Employee Stock Purchase Plan.  In addition to this number of
     shares, an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance
     pursuant to such plans as the result of any future stock split,
     stock dividend or similar adjustment of the outstanding Common
     Stock of the Registrant.
                                   
                             Page 1 of 29
                      Exhibit Index is on page 6
                              
<PAGE>

            REGISTRATION OF ADDITIONAL SECURITIES
     
     Pursuant to General Instruction E, this registration
statement on Form S-8 is filed by Advanced Technology
Laboratories, Inc. (the "Registrant") to register additional
securities under the Plans described in Registration
Statement Nos. 33-54757 (including post-effective Amendment
No.1 thereto (the "Post-Effective Amendment")), 33-59914, 33-
61807 and 333-08881, to be issued pursuant to an amendment
and adoption of the Plans by the Registrant's Board of
Directors on February 26, 1997 and May 7, 1997, and by the
Registrant's Shareholders on May 7, 1997.  Portions of
Registration Statement 33-54757, 33-59914, 33-61807 and 333-
08881 and the Post-Effective Amendment are incorporated
herein by reference.
                              
                           PART II
                              
       INFORMATION REQUIRED IN REGISTRATION STATEMENT
                              
                              

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY
         REFERENCE

The following documents are hereby incorporated by reference
in this Registration Statement:

          (a)  The Registrant's Annual Report on Form 10-K
for the year ended December 31, 1996 filed on March 28,
1997;
          
          (b)  All other reports filed by the Registrant
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since
the end of the fiscal year covered by the Annual Report
referred to in (a) above;
          
          (c)  The description of the Registrant's Common
Stock contained in the Current Report on Form 8-K filed on
January 11, 1996; and

          (d)  The description of the Registrant's Common
Stock contained in the Registration Statement on Form 10
(Registration No. 0-15160) filed with the Commission on
November 12, 1986 under Section 12(g) of the Exchange Act,
and any amendment or report filed for the purpose of
updating such description.
          
     All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date hereof, and prior to the filing of a post-
effective amendment which indicates that the securities
offered hereby have been sold or which deregisters the
securities covered hereby then remaining unsold, shall also
be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on
the respective dates on which such documents are filed.

Item 4.        Not Applicable

Item 5.        Not Applicable

Item 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Incorporated herein by reference to the Post-Effective
Amendment on Form S-8, filed with the Commission on August
11, 1995 under Registration Statement No. 33-54757.

Item 7.        Not Applicable

                              2

<PAGE>

Item 8.  EXHIBITS

 Exhibit                        
 Number                   Description
 -------     ------------------------------------------ 
   5.1       Opinion of Bogle & Gates P.L.L.C.
          
  10.1       Amended 1992 Nonofficer Employee Stock
             Option Plan
          
  10.2       Employee Stock Purchase Plan
          
  23.1       Consent of KPMG Peat Marwick LLP
            
  23.2       Consent of Bogle & Gates P.L.L.C. (included
             in opinion filed as Exhibit 5.1)
          
  24.1       Power of Attorney (see signature page)


Item 9.  UNDERTAKINGS

A.    The undersigned Registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");

          (ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
Registration Statement.  Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high and of the estimated maximum offering  range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if in the aggregate, the
changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;

          (iii)     To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to
such information in this Registration Statement;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii)
--------  -------
above do not apply if the registration statement is on Form
S-8 or Form S-3, and the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

     Undertakings pursuant to Regulation S-K Rule 512(b) and
(h) are incorporated by reference to Registration Statement
Nos. 33-54757, 33-59914, 33-61807 and 333-08881 and the Post-
Effective Amendment.

                              3
<PAGE>

    The Registrant.  Pursuant to the requirements of the
    --------------
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Bothell, State of Washington, on this 24th day of
June, 1997.

                              ADVANCED TECHNOLOGY
                              LABORATORIES INC.


                              By /s/ Dennis C. Fill
                                 -------------------------
                                 Dennis C. Fill, Chairman
                                 and Chief Executive Officer



    The Plan.  Solely with respect to the Registrant's
    --------
Employee Stock Purchase Plan and pursuant to the
requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Bothell, State of Washington, on this 24th day of
June, 1997.


                              EMPLOYEE STOCK
                              PURCHASE PLAN


                              By /s/ Harvey N. Gillis
                                ------------------------
                                Harvey N. Gillis, Senior
                                Vice President
                                and Chief Financial Officer


                      POWER OF ATTORNEY

    Each person whose signature appears below constitutes
and appoints Dennis C. Fill and W. Brinton Yorks, Jr., and
each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign
any amendments to the Registration Statements, and to file
the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may
do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the date
indicated on June 24, 1997.



           Signature            Title
                                
      /s/ Dennis C. Fill        Chairman of the Board, Chief
     ----------------------     Executive Officer
        Dennis C. Fill          
                                
      /s/ Harvey N. Gillis      Senior Vice President, Chief
     ----------------------     Financial Officer (Principal
        Harvey N. Gillis        Financial Officer)
                                

                                4
<PAGE>
          
                                
      /s/ Kirby L. Cramer        Director
     ----------------------
        Kirby L. Cramer
               
                                
     /s/ Harvey Feigenbaum      Director
     ----------------------
     Harvey Feigenbaum, M.D.
               
                                
     /s/ Eugene A. Larson       Director
     -------------------- 
       Eugene A. Larson
               
                                
       /s/ Ernest Mario         Director
     -------------------- 
     Ernest Mario, Ph.D.
               
                                
      /s/ John R. Miller        Director
     --------------------
        John R. Miller
               
                                
    /s/ Phillip M. Nudelman     Director
    -----------------------
   Phillip M. Nudelman, Ph.D.
               
                                
        /s/ Harry Woolf         Director
      --------------------
      Harry Woolf, Ph.D.
               
                                
    /s/ Richard S. Totorica     Vice President and Corporate
    -----------------------     Controller (Principal Accounting
      Richard S. Totorica       Officer)

                              5
<PAGE>
                              
                              
                      INDEX TO EXHIBITS
     

                                                      Sequentially
 Exhibit                                                Numbered
 Number                   Description                     Page
 -------     --------------------------------------     --------          
                                                            
   5.1       Opinion of Bogle & Gates P.L.L.C.             7
                                                            
  10.1       Amended 1992 Nonofficer Employee Stock      8 - 22
             Option Plan
                                                            
  10.2       Employee Stock Purchase Plan               23 - 28
                                                            
  23.1       Consent of KPMG Peat Marwick LLP             29
                                                            
  23.2       Consent of Bogle & Gates P.L.L.C.(included        
             in opinion filed as Exhibit 5.1)
                                                            
  24.1       Power of Attorney (see signature page)            
                              
                              6
     
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 14874}]
{"company-data": {"conformed-name": "ADVANCED TECHNOLOGY LABORATORIES INC", "cik": "0000806086", "assigned-sic": "3845", "irs-number": "911353386", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29955", "film-number": "97629176"}, "business-address": {"street1": "22100 BOTHELL EVERETT HWY SE", "street2": "PO BOX 3003", "city": "BOTHELL", "state": "WA", "zip": "98041-3003", "phone": "2064877000"}, "former-company": {"former-conformed-name": "ADVANCED TECHNOLOGY LABORATORIES INC/", "date-changed": "19930414"}}
As filed with the Securities and Exchange Commission on June 24,1997

                                             Registration No. 333-
                                   
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                        ______________________
                                   
                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                        ______________________
                                   
                ADVANCED TECHNOLOGY LABORATORIES, INC.
        (Exact name of Registrant as specified in its charter)
                                   
            Washington                         91-1353386
 (State or other jurisdiction of    (I.R.S. Employer Identification
  incorporation or organization)                  No.)
                                   
                     22100 Bothell Everett Highway
                             P.O. Box 3003
                        Bothell, WA 98041-3003
     (Address of principal executive offices, including zip code)
                                   
                               
         AMENDED 1992 NONOFFICER EMPLOYEE STOCK OPTION PLAN
                                                     
                     EMPLOYEE STOCK PURCHASE PLAN
                        (Full title of the plan)
                                   
                                   
                         W. BRINTON YORKS, Jr.
             Vice President, General Counsel and Secretary
                ADVANCED TECHNOLOGY LABORATORIES, INC.
                     22100 Bothell-Everett Highway
                             P.O. Box 3003
                        Bothell, WA 98041-3003
                            (425) 487-7000
     (Name, address and telephone number, including area code, of
                          agent for service)
                                   
                          __________________
                                   
                                   
                    CALCULATION OF REGISTRATION FEE

                          
                              Proposed     Proposed         
Title of                      Maximum      Maximum      
Securities       Number to    Offering     Aggregate    Amount of
to Be            be           Price Per    Offering     Registration
Registered       Registered   Share(1)     Price(1)     Fee
----------       ----------   --------     ----------   ------------         
Common Stock,  
par value 
$.01 per Share   350,000(2)   $41.375      $14,481,250  $4,388.26

(1)  Estimated solely for the purpose of calculating the registration
     fee pursuant to Rule 457(h).  The price per share is estimated to
     be $41.375 based on the average of the high and low prices for
     the Common Stock in the over-the-counter market on June 23, 1997
     as reported on the Nasdaq National Market.

(2)  Of this number, 50,000 are being registered for issuance pursuant
     to the Amended 1992 Nonofficer Employee Stock Option Plan and
     300,000 are being registered for issuance pursuant to the
     Employee Stock Purchase Plan.  In addition to this number of
     shares, an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance
     pursuant to such plans as the result of any future stock split,
     stock dividend or similar adjustment of the outstanding Common
     Stock of the Registrant.
                                   
                             Page 1 of 29
                      Exhibit Index is on page 6
REGISTRATION OF ADDITIONAL SECURITIES
     
     Pursuant to General Instruction E, this registration
statement on Form S-8 is filed by Advanced Technology
Laboratories, Inc. (the "Registrant") to register additional
securities under the Plans described in Registration
Statement Nos. 33-54757 (including post-effective Amendment
No.1 thereto (the "Post-Effective Amendment")), 33-59914, 33-
61807 and 333-08881, to be issued pursuant to an amendment
and adoption of the Plans by the Registrant's Board of
Directors on February 26, 1997 and May 7, 1997, and by the
Registrant's Shareholders on May 7, 1997.  Portions of
Registration Statement 33-54757, 33-59914, 33-61807 and 333-
08881 and the Post-Effective Amendment are incorporated
herein by reference.
                              
                           PART II
                              
       INFORMATION REQUIRED IN REGISTRATION STATEMENT
                              
                              

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY
         REFERENCE

The following documents are hereby incorporated by reference
in this Registration Statement:

          (a)  The Registrant's Annual Report on Form 10-K
for the year ended December 31, 1996 filed on March 28,
1997;
          
          (b)  All other reports filed by the Registrant
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since
the end of the fiscal year covered by the Annual Report
referred to in (a) above;
          
          (c)  The description of the Registrant's Common
Stock contained in the Current Report on Form 8-K filed on
January 11, 1996; and

          (d)  The description of the Registrant's Common
Stock contained in the Registration Statement on Form 10
(Registration No. 0-15160) filed with the Commission on
November 12, 1986 under Section 12(g) of the Exchange Act,
and any amendment or report filed for the purpose of
updating such description.
          
     All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date hereof, and prior to the filing of a post-
effective amendment which indicates that the securities
offered hereby have been sold or which deregisters the
securities covered hereby then remaining unsold, shall also
be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on
the respective dates on which such documents are filed.

Item 4.        Not Applicable

Item 5.        Not Applicable

Item 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Incorporated herein by reference to the Post-Effective
Amendment on Form S-8, filed with the Commission on August
11, 1995 under Registration Statement No. 33-54757.

Item 7.        Not Applicable

                              2
Item 8.  EXHIBITS

 Exhibit                        
 Number                   Description
 -------     ------------------------------------------ 
   5.1       Opinion of Bogle & Gates P.L.L.C.
          
  10.1       Amended 1992 Nonofficer Employee Stock
             Option Plan
          
  10.2       Employee Stock Purchase Plan
          
  23.1       Consent of KPMG Peat Marwick LLP
            
  23.2       Consent of Bogle & Gates P.L.L.C. (included
             in opinion filed as Exhibit 5.1)
          
  24.1       Power of Attorney (see signature page)

Item 9.  UNDERTAKINGS

A.    The undersigned Registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");

          (ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
Registration Statement.  Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high and of the estimated maximum offering  range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if in the aggregate, the
changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;

          (iii)     To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to
such information in this Registration Statement;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii)
--------  -------
above do not apply if the registration statement is on Form
S-8 or Form S-3, and the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

     Undertakings pursuant to Regulation S-K Rule 512(b) and
(h) are incorporated by reference to Registration Statement
Nos. 33-54757, 33-59914, 33-61807 and 333-08881 and the Post-
Effective Amendment.

                              3
The Registrant.  Pursuant to the requirements of the
    --------------
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Bothell, State of Washington, on this 24th day of
June, 1997.

                              ADVANCED TECHNOLOGY
                              LABORATORIES INC.

                              By /s/ Dennis C. Fill
                                 -------------------------
                                 Dennis C. Fill, Chairman
                                 and Chief Executive Officer

    The Plan.  Solely with respect to the Registrant's
    --------
Employee Stock Purchase Plan and pursuant to the
requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Bothell, State of Washington, on this 24th day of
June, 1997.

                              EMPLOYEE STOCK
                              PURCHASE PLAN

                              By /s/ Harvey N. Gillis
                                ------------------------
                                Harvey N. Gillis, Senior
                                Vice President
                                and Chief Financial Officer

                      POWER OF ATTORNEY

    Each person whose signature appears below constitutes
and appoints Dennis C. Fill and W. Brinton Yorks, Jr., and
each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign
any amendments to the Registration Statements, and to file
the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may
do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the date
indicated on June 24, 1997.

           Signature            Title
                                
      /s/ Dennis C. Fill        Chairman of the Board, Chief
     ----------------------     Executive Officer
        Dennis C. Fill          
                                
      /s/ Harvey N. Gillis      Senior Vice President, Chief
     ----------------------     Financial Officer (Principal
        Harvey N. Gillis        Financial Officer)
                                

                                4
/s/ Kirby L. Cramer        Director
     ----------------------
        Kirby L. Cramer
               
                                
     /s/ Harvey Feigenbaum      Director
     ----------------------
     Harvey Feigenbaum, M.D.
               
                                
     /s/ Eugene A. Larson       Director
     -------------------- 
       Eugene A. Larson
               
                                
       /s/ Ernest Mario         Director
     -------------------- 
     Ernest Mario, Ph.D.
               
                                
      /s/ John R. Miller        Director
     --------------------
        John R. Miller
               
                                
    /s/ Phillip M. Nudelman     Director
    -----------------------
   Phillip M. Nudelman, Ph.D.
               
                                
        /s/ Harry Woolf         Director
      --------------------
      Harry Woolf, Ph.D.
               
                                
    /s/ Richard S. Totorica     Vice President and Corporate
    -----------------------     Controller (Principal Accounting
      Richard S. Totorica       Officer)

                              5
INDEX TO EXHIBITS
     

                                                      Sequentially
 Exhibit                                                Numbered
 Number                   Description                     Page
 -------     --------------------------------------     --------          
                                                            
   5.1       Opinion of Bogle & Gates P.L.L.C.             7
                                                            
  10.1       Amended 1992 Nonofficer Employee Stock      8 - 22
             Option Plan
                                                            
  10.2       Employee Stock Purchase Plan               23 - 28
                                                            
  23.1       Consent of KPMG Peat Marwick LLP             29
                                                            
  23.2       Consent of Bogle & Gates P.L.L.C.(included        
             in opinion filed as Exhibit 5.1)
                                                            
  24.1       Power of Attorney (see signature page)            
                              
                              6