<PAGE>
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 1995.
REGISTRATION NO. 33-_________
________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              ACUSON CORPORATION
            (Exact name of registrant as specified in its charter)

          DELAWARE                                    94-2784998
(State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                 Identification No.)

1220 CHARLESTON ROAD, MOUNTAIN VIEW, CA                94039-7393
(Address of Principal Executive Offices)               (Zip Code)

                 ACUSON CORPORATION 1995 STOCK INCENTIVE PLAN
                           (Full title of the plan)

                              CHARLES H. DEARBORN
                 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                              ACUSON CORPORATION
              1220 CHARLESTON ROAD, MOUNTAIN VIEW, CA 94039-7393
                    (Name and address of agent for service)
 
                                 415-969-9112
                    (Telephone number, including area code,
                             of agent for service)
                         _____________________________

                        Calculation of Registration Fee

<TABLE> 
<CAPTION> 
- ---------------------------------------------------------------------
                             Proposed       Proposed
Title of        Number       Maximum        Maximum      Amount of
Securities      of shares    Offering       Aggregate    Regis-
to be           to be        Price Per      Offering     tration
Registered      Registered   Share          Price        Fee
- ---------------------------------------------------------------------
<S>             <C>          <C>            <C>          <C>  
Common Stock    3,500,000    $*11.125       $38,937,500  $**13,426.72
- ---------------------------------------------------------------------
</TABLE>

*   Estimate based on the average of the high and low sales 
    prices of Acuson Common Stock on May 25, 1995, on the 
    New York Stock Exchange.

**  Calculated pursuant to paragraphs (h)(1) and (c) 
    of SEC Rule 457.
<PAGE>
 
                                    Part II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents are incorporated by reference herein:

        (a)   The Company's annual report on Form 10-K for the fiscal year ended
              December 31, 1994, filed pursuant to Section 13(a) of the
              Securities Exchange Act of 1934, as amended (the "Exchange Act").

        (b)   All other reports filed by the Company since December 31, 1994
              with the Securities and Exchange Commission pursuant to Section
              13(a) or 15(d) of the Exchange Act.

        (c)   The description of Acuson Common Stock contained in a registration
              statement filed with the Securities and Exchange Commission under
              the Exchange Act, including any amendments and reports filed for
              the purpose of updating such description.

        (d)   All documents subsequently filed by the Company pursuant to
              Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
              the filing of a post-effective amendment which indicates that all
              securities offered hereby have been sold or which deregisters all
              such securities then remaining unsold, shall be deemed to be
              incorporated by reference herein and to be part hereof from the
              date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                                      II-1
<PAGE>
 
        Charles H. Dearborn, who has rendered an opinion as to the validity of
the shares offered hereby, is Vice President, General Counsel and Secretary of
the Company.  As of May 25, 1995, Mr. Dearborn owned 257 shares, and had options
to purchase 120,851 shares, of the Company's common stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Company, a Delaware corporation, is empowered by Section 145 of the
Delaware General Corporation Law (the "DGCL"), subject to the procedures and
limitations stated therein, to indemnify any person against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in the defense of any threatened, pending or
completed action, suit or proceeding in which such person is made a party by
reason of his or her being or having been a director or officer of the Company.
The statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.

        The Company's Bylaws provide that the Company shall indemnify its
directors and executive officers, and may indemnify its other officers,
employees and other agents, to the full extent permitted by law.  The Bylaws
also provide that the Company shall, subject to certain limitations, advance all
expenses incurred by its directors and executive officers prior to the final
disposition of any proceeding for which indemnification may be available.  The
Company believes that indemnification under its Bylaws covers at least
negligence and gross negligence by such directors, executive officers, other
employees and agents, and requires the Company to advance litigation expenses in
the case of stockholder derivative or other actions against an undertaking by
the indemnitee to repay such advances if it is ultimately determined that the
indemnitee is not entitled to indemnification.

        The Company is also empowered by Section 102(b) of the DGCL to include a
provision in its certificate of incorporation to limit a director's liability to
the Company or its stockholders for monetary damages for breaches of fiduciary
duty 

                                      II-2
<PAGE>
 
as a director.  Article VII of the Restated Certificate of Incorporation of the
Company provides that the personal liability of the directors of the Company is
eliminated to the fullest extent permitted by the DGCL.

        The Company presently maintains directors and officers liability
insurance coverage.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

                                 Exhibit Index
                                 -------------

Exh. No.      Description
- --------      -----------

 (4)(a)       Restated Certificate of Incorporation, as amended.  Filed as
              Exhibit 3.8 to the Company's Registration Statement on Form S-1,
              as amended (File No. 33-7838) and incorporated herein by 
              reference.

    (b)       Bylaws.  Filed as Exhibit 3.9 to the Company's Registration
              Statement on Form S-1, as amended (File No. 33-7838) and
              incorporated herein by reference.
        
    (c)       Acuson Corporation 1995 Stock Incentive Plan.
        
 (5)          Opinion of Charles H. Dearborn, Vice President, General Counsel
              and Secretary.

(23)(a)       Consent of Arthur Andersen LLP.

    (b)       Consent of Charles H. Dearborn (included in Exhibit 5).

                                      II-3
<PAGE>
 
(24)          Manually executed Powers of Attorney (located on signature pages
              hereof).

ITEM 9. UNDERTAKINGS.

        The Company hereby undertakes:

        (a)   To file, during any period in which offers or sales are being
              made, a post-effective amendment to this registration statement to
              include any material information with respect to the plan of
              distribution not previously disclosed in the registration
              statement or any material change to such information in the
              registration statement;

        (b)   That, for the purpose of determining any liability under the
              Securities Act of 1933 (the "Act"), each post-effective amendment
              referred to in undertaking (a) above 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)   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;

        (d)   That, for purposes of determining any liability under the Act,
              each filing of the registrant's annual report pursuant to Section
              13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
              is incorporated by reference in the 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;

        (e)   That, insofar as indemnification for liabilities arising under the
              Act may be permitted to 

                                      II-4
<PAGE>
 
              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 Act and is, therefore, unenforceable. In the
              event that a claim for indemnification against such liability
              (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 Act and will be
              governed by the final adjudication of such issue.

                                      II-5
<PAGE>
 
                                  SIGNATURES

        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 Mountain View, State of California on May 31, 1995.

                                     ACUSON CORPORATION
                                     
                                     
                                     
                                     By: /s/ Samuel H. Maslak
                                         ------------------------
                                         Samuel H. Maslak
                                         President and Chief
                                         Executive Officer


                  POWER OF ATTORNEY AND ADDITIONAL SIGNATURES

        KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned persons
hereby constitutes and appoints Charles H. Dearborn, Stephen T. Johnson and
Robert J. Gallagher, and each of them, whether acting individually or jointly,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement (including post-effective amendments) and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully do
and cause to be done by virtue hereof.

                                      II-6
<PAGE>
 
        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 dates indicated.


        Signature                    Title                 Date
- --------------------------  ------------------------  --------------


/s/ Samuel H. Maslak        President, Chief Executive  May 31, 1995
- ------------------------
  Samuel H. Maslak          Officer and Director


/s/ Stephen T. Johnson      Vice President, Chief       May 31, 1995
- ------------------------    Financial Officer
  Stephen T. Johnson        and Treasurer
                            (principal financial
                            and accounting officer)


/s/ Robert J. Gallagher     Director                    May 31, 1995
- ------------------------                                            
  Robert J. Gallagher                                               
                                                                    

/s/ Royce Diener            Director                    May 31, 1995
- ------------------------                                        
  Royce Diener                                                      
                                                                    

/s/ Albert L. Greene        Director                    May 31, 1995
- ------------------------                                          
  Albert L. Greene                                                  
                                                                    

/s/ Karl H. Johannsmeier    Director                    May 31, 1995
- ------------------------                                            
  Karl H. Johannsmeier                                              
                                                                    

/s/ Alan C. Mendelson       Director                    May 31, 1995 
- ------------------------
  Alan C. Mendelson     

                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15147}]
{"company-data": {"conformed-name": "ACUSON CORP", "cik": "0000717014", "assigned-sic": "3845", "irs-number": "942784998", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59707", "film-number": "95543742"}, "business-address": {"street1": "1220 CHARLESTON RD", "street2": "PO BOX 7393", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94039", "phone": "4159699112"}, "mail-address": {"street1": "P O BOX 7393", "street2": "1220 CHARLESTON RD", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "74039"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 1995.
REGISTRATION NO. 33-_________
________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              ACUSON CORPORATION
            (Exact name of registrant as specified in its charter)

          DELAWARE                                    94-2784998
(State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                 Identification No.)

1220 CHARLESTON ROAD, MOUNTAIN VIEW, CA                94039-7393
(Address of Principal Executive Offices)               (Zip Code)

                 ACUSON CORPORATION 1995 STOCK INCENTIVE PLAN
                           (Full title of the plan)

                              CHARLES H. DEARBORN
                 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                              ACUSON CORPORATION
              1220 CHARLESTON ROAD, MOUNTAIN VIEW, CA 94039-7393
                    (Name and address of agent for service)
 
                                 415-969-9112
                    (Telephone number, including area code,
                             of agent for service)
                         _____________________________

                        Calculation of Registration Fee
- ---------------------------------------------------------------------
                             Proposed       Proposed
Title of        Number       Maximum        Maximum      Amount of
Securities      of shares    Offering       Aggregate    Regis-
to be           to be        Price Per      Offering     tration
Registered      Registered   Share          Price        Fee
- ---------------------------------------------------------------------
Common Stock    3,500,000    $*11.125       $38,937,500  $**13,426.72
- ---------------------------------------------------------------------
*   Estimate based on the average of the high and low sales 
    prices of Acuson Common Stock on May 25, 1995, on the 
    New York Stock Exchange.

**  Calculated pursuant to paragraphs (h)(1) and (c) 
    of SEC Rule 457.
Part II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents are incorporated by reference herein:

        (a)   The Company's annual report on Form 10-K for the fiscal year ended
              December 31, 1994, filed pursuant to Section 13(a) of the
              Securities Exchange Act of 1934, as amended (the "Exchange Act").

        (b)   All other reports filed by the Company since December 31, 1994
              with the Securities and Exchange Commission pursuant to Section
              13(a) or 15(d) of the Exchange Act.

        (c)   The description of Acuson Common Stock contained in a registration
              statement filed with the Securities and Exchange Commission under
              the Exchange Act, including any amendments and reports filed for
              the purpose of updating such description.

        (d)   All documents subsequently filed by the Company pursuant to
              Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
              the filing of a post-effective amendment which indicates that all
              securities offered hereby have been sold or which deregisters all
              such securities then remaining unsold, shall be deemed to be
              incorporated by reference herein and to be part hereof from the
              date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                                      II-1
Charles H. Dearborn, who has rendered an opinion as to the validity of
the shares offered hereby, is Vice President, General Counsel and Secretary of
the Company.  As of May 25, 1995, Mr. Dearborn owned 257 shares, and had options
to purchase 120,851 shares, of the Company's common stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Company, a Delaware corporation, is empowered by Section 145 of the
Delaware General Corporation Law (the "DGCL"), subject to the procedures and
limitations stated therein, to indemnify any person against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in the defense of any threatened, pending or
completed action, suit or proceeding in which such person is made a party by
reason of his or her being or having been a director or officer of the Company.
The statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.

        The Company's Bylaws provide that the Company shall indemnify its
directors and executive officers, and may indemnify its other officers,
employees and other agents, to the full extent permitted by law.  The Bylaws
also provide that the Company shall, subject to certain limitations, advance all
expenses incurred by its directors and executive officers prior to the final
disposition of any proceeding for which indemnification may be available.  The
Company believes that indemnification under its Bylaws covers at least
negligence and gross negligence by such directors, executive officers, other
employees and agents, and requires the Company to advance litigation expenses in
the case of stockholder derivative or other actions against an undertaking by
the indemnitee to repay such advances if it is ultimately determined that the
indemnitee is not entitled to indemnification.

        The Company is also empowered by Section 102(b) of the DGCL to include a
provision in its certificate of incorporation to limit a director's liability to
the Company or its stockholders for monetary damages for breaches of fiduciary
duty 

                                      II-2
as a director.  Article VII of the Restated Certificate of Incorporation of the
Company provides that the personal liability of the directors of the Company is
eliminated to the fullest extent permitted by the DGCL.

        The Company presently maintains directors and officers liability
insurance coverage.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

                                 Exhibit Index
                                 -------------

Exh. No.      Description
- --------      -----------

 (4)(a)       Restated Certificate of Incorporation, as amended.  Filed as
              Exhibit 3.8 to the Company's Registration Statement on Form S-1,
              as amended (File No. 33-7838) and incorporated herein by 
              reference.

    (b)       Bylaws.  Filed as Exhibit 3.9 to the Company's Registration
              Statement on Form S-1, as amended (File No. 33-7838) and
              incorporated herein by reference.
        
    (c)       Acuson Corporation 1995 Stock Incentive Plan.
        
 (5)          Opinion of Charles H. Dearborn, Vice President, General Counsel
              and Secretary.

(23)(a)       Consent of Arthur Andersen LLP.

    (b)       Consent of Charles H. Dearborn (included in Exhibit 5).

                                      II-3
(24)          Manually executed Powers of Attorney (located on signature pages
              hereof).

ITEM 9. UNDERTAKINGS.

        The Company hereby undertakes:

        (a)   To file, during any period in which offers or sales are being
              made, a post-effective amendment to this registration statement to
              include any material information with respect to the plan of
              distribution not previously disclosed in the registration
              statement or any material change to such information in the
              registration statement;

        (b)   That, for the purpose of determining any liability under the
              Securities Act of 1933 (the "Act"), each post-effective amendment
              referred to in undertaking (a) above 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)   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;

        (d)   That, for purposes of determining any liability under the Act,
              each filing of the registrant's annual report pursuant to Section
              13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
              is incorporated by reference in the 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;

        (e)   That, insofar as indemnification for liabilities arising under the
              Act may be permitted to 

                                      II-4
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 Act and is, therefore, unenforceable. In the
              event that a claim for indemnification against such liability
              (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 Act and will be
              governed by the final adjudication of such issue.

                                      II-5
SIGNATURES

        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 Mountain View, State of California on May 31, 1995.

                                     ACUSON CORPORATION
                                     
                                     
                                     
                                     By: /s/ Samuel H. Maslak
                                         ------------------------
                                         Samuel H. Maslak
                                         President and Chief
                                         Executive Officer

                  POWER OF ATTORNEY AND ADDITIONAL SIGNATURES

        KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned persons
hereby constitutes and appoints Charles H. Dearborn, Stephen T. Johnson and
Robert J. Gallagher, and each of them, whether acting individually or jointly,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement (including post-effective amendments) and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully do
and cause to be done by virtue hereof.

                                      II-6
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 dates indicated.

        Signature                    Title                 Date
- --------------------------  ------------------------  --------------

/s/ Samuel H. Maslak        President, Chief Executive  May 31, 1995
- ------------------------
  Samuel H. Maslak          Officer and Director

/s/ Stephen T. Johnson      Vice President, Chief       May 31, 1995
- ------------------------    Financial Officer
  Stephen T. Johnson        and Treasurer
                            (principal financial
                            and accounting officer)

/s/ Robert J. Gallagher     Director                    May 31, 1995
- ------------------------                                            
  Robert J. Gallagher                                               
                                                                    

/s/ Royce Diener            Director                    May 31, 1995
- ------------------------                                        
  Royce Diener                                                      
                                                                    

/s/ Albert L. Greene        Director                    May 31, 1995
- ------------------------                                          
  Albert L. Greene                                                  
                                                                    

/s/ Karl H. Johannsmeier    Director                    May 31, 1995
- ------------------------                                            
  Karl H. Johannsmeier                                              
                                                                    

/s/ Alan C. Mendelson       Director                    May 31, 1995 
- ------------------------
  Alan C. Mendelson     

                                      II-7