FIRST AMENDMENT
                            TO THE
            ADVANCED TECHNOLOGY LABORATORIES, INC.
                        RETIREMENT PLAN
                               
                               

The  Advanced  Technology Laboratories, Inc.  Retirement  Plan
(the  "Plan"),  as amended and restated effective  January  1,
1994,  is amended as follows pursuant to Section 11.1  of  the
Plan, effective January 1, 1996.

1.   Section 1.2 Actuarially Equivalent/Actuarially is deleted
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     in its entirety and replaced with the following:

     1.2  Actuarially Equivalent/Actuarially
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          (a)  General
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               "Actuarially Equivalent" and similar terms (for
               purposes  other than determining  contributions
               to the Trust Fund) means that the present value
               of two (2) payments or series of payments shall
               be  of  equal value when computed at  an  eight
               percent (8%) rate of interest and on the  basis
               of  the  1984  Unisex Pension Mortality  Table;
               provided, however, that the interest rates  and
               mortality  table  below  shall  apply  for  the
               purposes stated.
          
          (b)  Before January 1, 1996
               ----------------------
          
               With  respect  to  Participants  who  terminate
               employment before January 1, 1996, the interest
               rate  for immediate or deferred annuities  that
               would  be  used by the Pension Benefit Guaranty
               Corporation to determine the present  value  of
               the  Participant's benefit upon termination  of
               an  insufficient trusteed single employer plan,
               as  of  the  first day of the  Plan  Year  that
               contains  the  Annuity Starting Date  shall  be
               used  for  calculating the Actuarial Equivalent
               value of any lump sum distribution.
          
          (c)  On or After January 1, 1996
               ---------------------------
          
               Notwithstanding the foregoing, with respect  to
               Participants  who  terminate employment  on  or
               after January 1, 1996, the Actuarial Equivalent
               value  of  any lump sum distribution  shall  be
               determined  using the following  interest  rate
               and mortality table:
          
               Interest: the  annual interest rate on  30-year
                         Treasury   securities  as  determined
                         under Code Section 417 (which, as  of
                         the  date of this amendment,  is  the
                         average   annual  yield  on   30-year
                         Treasury Constant Maturities) for the
                         November  before the Plan Year  which
                         contains  the Annuity Starting  Date;
                         and
               

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              Mortality: the  prevailing  Commissioner's
                         standard  table (described  in   Code
                         Section 807(d)(5)(A)), without regard
                         to  any  other subparagraphs of  Code
                         Section  807(d)(5)) used to determine
                         reserves  for group annuity contracts
                         issued  on  the date as of which  the
                         present  value  is  being  determined
                         (which   as  of  the  date  of   this
                         amendment  is the 1983 Group  Annuity
                         Mortality  Table, 50%  male  and  50%
                         female).
               
      IN  WITNESS  WHEREOF, Advanced Technology  Laboratories,
Inc.  has  caused this First Amendment to be duly executed  on
this 29th day of December, 1995.


                                   FOR ADVANCED TECHNOLOGY
                                   LABORATORIES, INC.


                                 By: /s/ Harvey N. Gillis
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Witness: /s/ Annette King        Authorized Officer
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                                 Title: Sr. V.P. & Chief Financial Officer
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                                 Title

            
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