SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
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                                 FORM 10-Q/A
                        Amendment No. 1 to Form 10-Q

(Mark One)
[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the quarterly period ended April 3, 1999 or
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[_]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
     For the transition period from ____________ to ___________

                       Commission file number  1-10068
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                             ACUSON CORPORATION
           (Exact name of registrant as specified in its charter)


        Delaware                                   94-2784998
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(State of Incorporation)                (IRS Employer Identification No.)

                            1220 Charleston Road
                               P. O. Box  7393
                        Mountain View, CA 94039-7393
                  (Address of principal executive offices)

    Registrant's telephone number, including area code, is (650) 969-9112
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  Indicate by check mark whether the registrant (1) has filed all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange Act
  of 1934 during the preceding 12 months (or for such shorter period that the
  registrant was required to file such reports), and (2) has been subject to
  such filing requirements for the past 90 days. Yes  X   No
                                                     ---     ---

                    APPLICABLE ONLY TO CORPORATE ISSUERS:

   Indicate the number of shares outstanding of each of the issuer's classes
 of common stock, as of the latest practicable date.

      Common Stock, $0.0001 par value                  26,788,993 shares
      -------------------------------              --------------------------
                (Class)                            Outstanding at May 8, 1999

    This Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q for
the quarter ended April 3, 1999, is being filed to revise the section entitled
"Year 2000 Readiness" within Part I Item 2 to read as follows. No other changes
are being made to the Form 10-Q.

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Year 2000 Readiness:

The Company is taking steps to ensure its products and services will continue to
operate on and after January 1, 2000. In addition to the Company's new business
information system, which is year 2000 ready and will be replacing a significant
portion of the Company's critical systems, the Company is currently engaged in a
three-phase project to evaluate and remedy those systems not being replaced.

The first phase, completed in May 1998, included a comprehensive inventory of
the Company's systems by an experienced consulting firm and an analysis and
determination of the criticality of each system. This phase included the
evaluation of both information technology ("IT") and non-IT systems. Non-IT
systems include systems or hardware containing embedded technology such as
microcontrollers. The second phase was completed in March 1999, and focused on
confirming the year 2000 readiness of those systems identified in phase one. The
third and final phase, which is expected to be completed early in the fourth
quarter of 1999, will involve taking any needed corrective action to make all
remaining critical systems and components year 2000 ready and to develop a
contingency plan in the event any non-compliant critical systems are not
remedied by January 1, 2000.

The Company expects the project to be successfully completed during the fourth
quarter of 1999 and has established a year 2000 project team, comprised of
representatives from each of the Company's functional areas, which reports to
senior management. However, if by January 1, 2000, systems material to the
Company's operations have not been made year 2000 ready, or if the Company fails
to retain or recruit knowledgeable experts, the year 2000 issue could have a
material impact on the Company's financial statements. To date, the costs
incurred by the Company with respect to this project have not been material and,
except for the potential future purchase of additional inventory noted below,
future anticipated costs are not expected to be material. The costs of this
project have been charged against the budgets of the Company's various
functional areas and no material IT projects have been deferred in managing the
Company's year 2000 readiness efforts.

The Company's products being shipped today are year 2000 ready and the Company
believes its products previously shipped are either year 2000 ready or can be
made year 2000 ready by customer purchase of an upgrade.

The Company has also been communicating with suppliers and others it does
business with to coordinate year 2000 readiness. The Company has contacted all
of what it considers to be its key technology suppliers and approximately 100 of
its largest general suppliers. To date, responses have been received from all
but a few of those contacted and those responses are currently being
individually assessed to determine the potential impact, if any, to the Company
should one or more of the Company's suppliers not be year 2000 ready. The
Company expects to complete these assessments during the third quarter of 1999,
and, based on the results of these assessments, the Company will develop any
necessary contingency plans. These plans may include the purchase of additional
inventory as protection against a supplier being unable to supply a critical
component as a result of the year 2000 issue.

Based upon the steps being taken to address this issue and the progress to date,
the Company does not expect the financial impact of the year 2000 date
conversion to be material to its financial position or results of operations,
although at this stage the magnitude of any possible inventory purchases is not
known. However, if preventative and/or corrective actions by the Company or
those suppliers with whom the Company does business are not made in a timely
manner, the Company may not be able to provide its products to customers until
successful preventative and/or corrective actions have been taken, and as a
result, the year 2000 issue could have a material adverse effect on the
Company's financial statements.

The Company primarily sells its products to hospitals, clinics, and other
customers within the healthcare industry. Although no one customer is material
to the Company's business, should the year 2000 issue impact the ability and
willingness of these customers generally to purchase capital equipment,
including the Company's products, the year 2000 issue could have a material
adverse impact on the Company's consolidated financial statements.

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SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                      ACUSON CORPORATION
                                         (Registrant)

July 6, 1999                     By /s/ Barry Zwarenstein
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                                    Barry Zwarenstein
                                    Vice President, Chief Financial Officer
                                    (Duly Authorized Officer and Principal
                                    Financial Officer)

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