SC 14D9/A

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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
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                               SCHEDULE 14D-9
                             (Amendment No. 1)

                   SOLICITATION/RECOMMENDATION STATEMENT

                        Pursuant to Section 14(d)(4)
                   of the Securities Exchange Act of 1934
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                            ATL ULTRASOUND, INC.

                         (Name of Subject Company)
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                            ATL ULTRASOUND, INC.

                    (Name of Person(s) Filing Statement)
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                  Common Stock, par value $0.01 per share
                (including the associated Rights to Purchase
             Series A Participating Cumulative Preferred Stock)
                       (Title of Class of Securities)

                                00207N 10 0
                   (CUSIP Number of Class of Securities)

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                           W. Brinton Yorks, Jr.
                     Vice President and General Counsel
                            ATL Ultrasound, Inc.
                       22100 Bothell Everett Highway
                       Bothell, Washington 98041-3003
                               (425) 487-7152

    (Name, Address and Telephone Number of Person Authorized to Receive
  Notices and Communications on Behalf of the Person(s) Filing Statement)

                              With a copy to:

                       Robert I. Townsend, III, Esq.
                          Cravath, Swaine & Moore
                              Worldwide Plaza
                             825 Eighth Avenue
                          New York, NY 10019-7475
                               (212) 474-1000
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                         INTRODUCTION

          The Solicitation/Recommendation Statement on
Schedule 14D-9 (the "Schedule 14D-9") originally filed on
August 4, 1998, by ATL Ultrasound, Inc., a Washington
corporation (the "Company"), relates to an offer by Philips
Acquisition, Inc., a Washington corporation ("Merger Sub")
and a wholly owned subsidiary of Philips Electronics North
American Corporation, a Delaware corporation ("Parent"), and
an indirect wholly owned subsidiary of Koninklijke Philips
Electronics N.V., a company organized under the laws of The
Netherlands ("Royal Philips"), to purchase all of the shares
of the common stock, par value $0.01 per share (including the
associated rights to purchase Series A Participating
Cumulative Preferred Stock), of the Company. All capitalized
terms used herein without definition have the respective
meanings set forth in the Schedule 14D-9.


Item 3(b)(2). Certain Executive Compensation and Other
Employee-Related Matters in Connection with the Merger.

          The response to Item 3(b)(2) is hereby amended by
adding the following after the final paragraph of the
description of Mr. Fill's employment agreement:

          On September 21, 1998, the Company and Mr. Fill
entered into an amendment to the Fill Agreement, a copy of
which is filed as Exhibit c(7) and incorporated by reference
herein.


Item 9. Exhibits.

          The response to Item 9 is hereby amended by adding
the following new Exhibit:


(c)(7)    Amendment No. 1 dated as of September 21, 1998, to
          Employment and Consulting Agreement dated as of
          July 29, 1998 by and between the Company and Dennis
          C. Fill.





                          SIGNATURE

          After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.


                              ATL ULTRASOUND, INC.



                              By  /s/ Pamela L. Dunlap
                                ----------------------------
                                Name:  Pamela L. Dunlap
                                Title: Senior Vice President
                                       and Chief Financial Officer


Dated as of September 24, 1998




                        EXHIBIT INDEX


Exhibit            Description                              Page No.

(c)(7)    Amendment No. 1 dated as of September 21,
          1998, to Employment and Consulting
          Agreement dated as of July 29, 1998 by and
          between the Company and Dennis C. Fill...........

EX-99

              AMENDMENT TO EMPLOYMENT AGREEMENT

                    AMENDMENT No.1 dated as of September 21,
               1998 (this "Amendment"), to the Employment and
               Consulting Agreement (the "Employment
               Agreement") dated as of July 29, 1998 by and
               between ATL Ultrasound, Inc. (the "Company")
               and Dennis C. Fill (the "Executive"). All
               capitalized terms not otherwise defined herein
               shall have the meaning ascribed to such terms
               in the Employment Agreement.

          WHEREAS Philips Electronics North America
Corporation, a Delaware Corporation ("Parent"), Philips
Acquisition, Inc., a Washington corporation and a wholly
owned subsidiary of Parent and the Company have entered into
an Agreement and Plan of Merger dated as of July 29, 1998
(the "Merger Agreement");

          WHEREAS the Company and the Executive have entered
into the Agreement to take effect as of the effective date of
the consummation of the transactions contemplated by the
Merger Agreement; and

          WHEREAS, the Company, Parent and the Executive have
agreed to make certain changes to the Employment Agreement;

          NOW, THEREFORE, the Company and the Executive amend
the Employment Agreement as follows:

          1. Section 5(a) of the Employment Agreement is
hereby amended by deleting "On or about January 1, 1999,"
from the second sentence thereof and substituting "By no
later than December 31, 1998," therefor.

          2. Section 21 of the Employment Agreement is hereby
amended by deleting "$388,125" from the second sentence
thereof and substituting "$785,125" therefor.

          3. The Employment Agreement shall not otherwise be
supplemented or amended by virtue of this Amendment, but
shall remain in full force and effect as amended hereby.





          IN WITNESS WHEREOF, the Company and the Executive
have executed this Amendment as of the date and year first
written above.


                              ATL Ultrasound, Inc.

                              by /s/Pamela L. Dunlap
                                 ------------------------------
                                Name:  Pamela L. Dunlap
                                Title: Chief Financial
                                       Officer


                                 /s/ Dennis C. Fill
                                 ------------------------------
                                 DENNIS C. FILL