As filed with the Securities and Exchange Commission on July 26,1994
                                           Registration No. 33-
                                   
                                   
                                   
                  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)
                                   
             Delaware                          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)
                                   
                                   
                                   
              1992 NONOFFICER EMPLOYEE STOCK OPTION PLAN
                             
     AMENDED 1992 OPTION, STOCK APPRECIATION RIGHT, RESTRICTED
             STOCK, STOCK GRANT AND PERFORMANCE UNIT PLAN
                                   
                                   
                       (Full title of the plans)
                                   
                         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
                            (206) 487-7000
                                   
     (Name, address and telephone number, including area code, of
                          agent for service)
                                   
                        ______________________
                               Copy to:
                                   
                         EVELYN SROUFE, ESQ.
                            PERKINS COIE
                    1201 Third Avenue, 40th Floor
                   Seattle, Washington  98101-3099
                        ______________________
                                   
                                   
                                   
                             Page 1 of 39
                                   
                      Exhibit Index is on page 6
1                                   
<PAGE>                   
                
                    CALCULATION OF REGISTRATION FEE
                                   
Title of      Number to    Proposed        Proposed      Amount
Securities        Be        Maximum        Maximum         of
to Be         Registered   Offering       Aggregate     Registra-
Registered                Price Per        Offering     tion Fee
                           Share(1)        Price(1)

Common         550,000(2)   $13.88        $7,634,000    $2,632.43
Stock, par                                             
value $.01
per Share

(1)  Estimated solely for the purpose of calculating the registration
     fee pursuant to Rule 457(h).  The price per share is estimated to
     be $13.88 based on the average of the bid and asked prices for
     the Common Stock in the over-the-counter market on July 25, 1994
     as reported on the NASDAQ National Market.

(2)  Of this number, 100,000 are being registered for issuance
     pursuant to the 1992 Nonofficer Employee Stock Option Plan, and
     450,000 are being registered for issuance pursuant to the Amended
     1992 Option, Stock Appreciation Right, Restricted Stock, Stock
     Grant and Performance Unit Plan, together with 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.
2
<PAGE>

                                   
                                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, 1993 filed on March 3, 1994, which contains
audited financial statements for the most recent year for which such
statements have been filed;

          (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; and
          
          (c)  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 December 31, 1986 under Section
12(g) of the Exchange Act, including any amendments or reports 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 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law provides that
a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation--a "derivative action"), if they acted in
good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful.  A similar standard is applicable in the
case of derivative actions, except that indemnification only extends
to expenses (including attorneys' fees) incurred in connection with
the defense or settlement of such action, and the statute requires
court approval before there can be any indemnification where the
person seeking indemnification has been found liable to the
corporation.  The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-
laws, disinterested director vote, stockholder vote, agreement or
otherwise.

     Article XI of the Registrant's By-Laws requires indemnification
to the fullest extent permitted under applicable law.  Subsection 11.1
provides a right to indemnification for all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by any person who is or was involved
or is threatened to be made so involved in any threatened, pending or
completed proceeding by reason of the fact that such person is or was
a director, officer, employee or agent of the Registrant or is or was
serving at the request of the Registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, including an employee benefit plan.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability for (i) any breach
of the director's duty of loyalty to the corporation or its
stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law,
(iii) payments of unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) any transaction from which the director derived
an improper personal benefit.

     Article Sixth of the Registrant's Restated Certificate of
Incorporation provides that the personal liability of each director of
the Registrant to the Registrant or to its stockholders for monetary
damages for breach of fiduciary duty as a director is limited to the
fullest extent permitted by the Delaware General Corporation Law.

     The Registrant also maintains an insurance policy insuring its
directors and officers against liability for certain acts or omissions
while acting in their official capacities.

3
<PAGE>

Item 8.  EXHIBITS

Exhibit                        
Number                   Description
          
5.1       Opinion of Perkins Coie regarding legality
          of the Common Stock being registered
          
23.1      Consent of KPMG Peat Marwick
          
23.2      Consent of Perkins Coie (included in
          opinion filed as Exhibit 5.1)
          
24.1      Power of Attorney (see signature page)
          
99.1      1992 Nonofficer Employee Stock Option Plan
          
99.2      Amended 1992 Option, Stock Appreciation
          Right, Restricted Stock, Stock Grant and
          Performance Unit Plan

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; and
          
          (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 (1)(i) and (1)(ii)
above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports 
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.

(2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

B.   The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefits plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

C.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.

4
<PAGE>                                   
                              SIGNATURES
                                   
                                   
     Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 July 22, 1994.
                                                                 
                           ADVANCED TECHNOLOGY LABORATORIES, INC.
     
                           By /s/ W. Brinton Yorks, Jr.                     
                           W. Brinton Yorks, Jr., Vice President General   			
     																						Counsel and Secretary
                                   
                           POWER OF ATTORNEY
                                   
                                   
     Each person whose individual signature appears below hereby
authorizes Dennis C. Fill,and W. Brinton Yorks Jr., and each of them as 
attorneys-in-fact, with full power of substitution, to execute in the name 
and on behalf of such person, individually and in each capacity stated below,
and to file, any and all amendments to this Registration Statement, including
any and all post-effective amendments.

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed below by the following persons 
in the capacities indicated on July 22, 1994.

           Signature            Title
                                
       /s/Dennis C. Fill        Chairman of the Board, Chief
        Dennis C. Fill          Executive Officer
                                
      /s/Harvey N. Gillis       Senior Vice President, Chief
       Harvey N. Gillis         Financial Officer and
                                Treasurer
                                
      /s/David M. Perozek       President and Chief Operating
       David M. Perozek         Officer, Director
                                
         /s/Edward Ray          President, Interspec. Inc., Director
          Edward Ray
                                
      /s/Kirby L. Cramer        Director
        Kirby L. Cramer
                                
  /s/Harvey Feigenbaum, M.D.    Director
    Harvey Feigenbaum, M.D.
                                
      /s/Eugene A. Larson       Director
       Eugene A. Larson

       /s/John R. Miller        Director
        John R. Miller          
                                
     /s/Harry Woolf, Ph.D.      Director
      Harry Woolf, Ph.D.
                                
    /s/Richard S. Totorica      Corporate Controller (Chief
      Richard S. Totorica       Accounting Officer)
                        
5
<PAGE>           
                                   
                           INDEX TO EXHIBITS
                                   
Exhibit                                               Sequentially
Number                   Description                    Numbered   
                                                          Page
                                                            
5.1       Opinion of Perkins Coie regarding legality        7
          of the Common Stock being registered
                                                            
23.1      Consent of KPMG Peat Marwick                      8
                                                            
23.2      Consent of Perkins Coie (included in              7
          opinion filed as Exhibit 5.1)
                                                            
24.1      Power of Attorney (see signature page)            5
                                                            
99.1      1992 Nonemployee Director Stock Option Plan     9 - 21
                                                            
99.2      Amended 1992 Option, Stock Appreciation        22 - 37
          Right, Restricted Stock, Stock Grant and
          Performance Unit Plan
                                   
 6
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "JULY 26, 1994 FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 17853}]
{"company-data": {"conformed-name": "ADVANCED TECHNOLOGY LABORATORIES INC/", "cik": "0000806086", "assigned-sic": "3845", "irs-number": "911353386", "state-of-incorporation": "DE", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54757", "film-number": "94540153"}, "business-address": {"street1": "22100 BOTHELL EVERETT HWY SE", "street2": "PO BOX 3003", "city": "BOTHELL", "state": "WA", "zip": "98041-3003", "phone": "2064877000"}}
As filed with the Securities and Exchange Commission on July 26,1994
                                           Registration No. 33-
                                   
                                   
                                   
                  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)
                                   
             Delaware                          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)
                                   
                                   
                                   
              1992 NONOFFICER EMPLOYEE STOCK OPTION PLAN
                             
     AMENDED 1992 OPTION, STOCK APPRECIATION RIGHT, RESTRICTED
             STOCK, STOCK GRANT AND PERFORMANCE UNIT PLAN
                                   
                                   
                       (Full title of the plans)
                                   
                         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
                            (206) 487-7000
                                   
     (Name, address and telephone number, including area code, of
                          agent for service)
                                   
                        ______________________
                               Copy to:
                                   
                         EVELYN SROUFE, ESQ.
                            PERKINS COIE
                    1201 Third Avenue, 40th Floor
                   Seattle, Washington  98101-3099
                        ______________________
                                   
                                   
                                   
                             Page 1 of 39
                                   
                      Exhibit Index is on page 6
1
CALCULATION OF REGISTRATION FEE
                                   
Title of      Number to    Proposed        Proposed      Amount
Securities        Be        Maximum        Maximum         of
to Be         Registered   Offering       Aggregate     Registra-
Registered                Price Per        Offering     tion Fee
                           Share(1)        Price(1)

Common         550,000(2)   $13.88        $7,634,000    $2,632.43
Stock, par                                             
value $.01
per Share

(1)  Estimated solely for the purpose of calculating the registration
     fee pursuant to Rule 457(h).  The price per share is estimated to
     be $13.88 based on the average of the bid and asked prices for
     the Common Stock in the over-the-counter market on July 25, 1994
     as reported on the NASDAQ National Market.

(2)  Of this number, 100,000 are being registered for issuance
     pursuant to the 1992 Nonofficer Employee Stock Option Plan, and
     450,000 are being registered for issuance pursuant to the Amended
     1992 Option, Stock Appreciation Right, Restricted Stock, Stock
     Grant and Performance Unit Plan, together with 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.
2
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, 1993 filed on March 3, 1994, which contains
audited financial statements for the most recent year for which such
statements have been filed;

          (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; and
          
          (c)  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 December 31, 1986 under Section
12(g) of the Exchange Act, including any amendments or reports 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 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law provides that
a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation--a "derivative action"), if they acted in
good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful.  A similar standard is applicable in the
case of derivative actions, except that indemnification only extends
to expenses (including attorneys' fees) incurred in connection with
the defense or settlement of such action, and the statute requires
court approval before there can be any indemnification where the
person seeking indemnification has been found liable to the
corporation.  The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-
laws, disinterested director vote, stockholder vote, agreement or
otherwise.

     Article XI of the Registrant's By-Laws requires indemnification
to the fullest extent permitted under applicable law.  Subsection 11.1
provides a right to indemnification for all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by any person who is or was involved
or is threatened to be made so involved in any threatened, pending or
completed proceeding by reason of the fact that such person is or was
a director, officer, employee or agent of the Registrant or is or was
serving at the request of the Registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, including an employee benefit plan.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability for (i) any breach
of the director's duty of loyalty to the corporation or its
stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law,
(iii) payments of unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) any transaction from which the director derived
an improper personal benefit.

     Article Sixth of the Registrant's Restated Certificate of
Incorporation provides that the personal liability of each director of
the Registrant to the Registrant or to its stockholders for monetary
damages for breach of fiduciary duty as a director is limited to the
fullest extent permitted by the Delaware General Corporation Law.

     The Registrant also maintains an insurance policy insuring its
directors and officers against liability for certain acts or omissions
while acting in their official capacities.

3
Item 8.  EXHIBITS

Exhibit                        
Number                   Description
          
5.1       Opinion of Perkins Coie regarding legality
          of the Common Stock being registered
          
23.1      Consent of KPMG Peat Marwick
          
23.2      Consent of Perkins Coie (included in
          opinion filed as Exhibit 5.1)
          
24.1      Power of Attorney (see signature page)
          
99.1      1992 Nonofficer Employee Stock Option Plan
          
99.2      Amended 1992 Option, Stock Appreciation
          Right, Restricted Stock, Stock Grant and
          Performance Unit Plan

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; and
          
          (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 (1)(i) and (1)(ii)
above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports 
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.

(2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

B.   The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefits plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

C.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.

4
SIGNATURES
                                   
                                   
     Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 July 22, 1994.
                                                                 
                           ADVANCED TECHNOLOGY LABORATORIES, INC.
     
                           By /s/ W. Brinton Yorks, Jr.                     
                           W. Brinton Yorks, Jr., Vice President General   			
     																						Counsel and Secretary
                                   
                           POWER OF ATTORNEY
                                   
                                   
     Each person whose individual signature appears below hereby
authorizes Dennis C. Fill,and W. Brinton Yorks Jr., and each of them as 
attorneys-in-fact, with full power of substitution, to execute in the name 
and on behalf of such person, individually and in each capacity stated below,
and to file, any and all amendments to this Registration Statement, including
any and all post-effective amendments.

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed below by the following persons 
in the capacities indicated on July 22, 1994.

           Signature            Title
                                
       /s/Dennis C. Fill        Chairman of the Board, Chief
        Dennis C. Fill          Executive Officer
                                
      /s/Harvey N. Gillis       Senior Vice President, Chief
       Harvey N. Gillis         Financial Officer and
                                Treasurer
                                
      /s/David M. Perozek       President and Chief Operating
       David M. Perozek         Officer, Director
                                
         /s/Edward Ray          President, Interspec. Inc., Director
          Edward Ray
                                
      /s/Kirby L. Cramer        Director
        Kirby L. Cramer
                                
  /s/Harvey Feigenbaum, M.D.    Director
    Harvey Feigenbaum, M.D.
                                
      /s/Eugene A. Larson       Director
       Eugene A. Larson

       /s/John R. Miller        Director
        John R. Miller          
                                
     /s/Harry Woolf, Ph.D.      Director
      Harry Woolf, Ph.D.
                                
    /s/Richard S. Totorica      Corporate Controller (Chief
      Richard S. Totorica       Accounting Officer)
                        
5
INDEX TO EXHIBITS
                                   
Exhibit                                               Sequentially
Number                   Description                    Numbered   
                                                          Page
                                                            
5.1       Opinion of Perkins Coie regarding legality        7
          of the Common Stock being registered
                                                            
23.1      Consent of KPMG Peat Marwick                      8
                                                            
23.2      Consent of Perkins Coie (included in              7
          opinion filed as Exhibit 5.1)
                                                            
24.1      Power of Attorney (see signature page)            5
                                                            
99.1      1992 Nonemployee Director Stock Option Plan     9 - 21
                                                            
99.2      Amended 1992 Option, Stock Appreciation        22 - 37
          Right, Restricted Stock, Stock Grant and
          Performance Unit Plan
                                   
 6