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ACUSON CORPORATION                                               EXHIBIT 10.35

                                        
              ACUSON MANAGEMENT INCENTIVE PLAN - OFFICERS - 1997

                                        
Acuson's Management Incentive Plan (MIP-Officer) has been established as a means
to reward and retain corporate officers and to provide incentives for them to
exert maximum efforts for the success of the Company.  It is also intended to
reward individual performance against objectives for both individual and work
group goals, as well as to encourage teamwork among the Company's key employees
as a means of achieving ongoing company success.

PLAN DESIGN:
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Our MIP-Officer is a "Performance Based" plan, which links incentive award
directly to the achievement of goals and objectives and planned financial
results.  The plan consists of personal objectives for achieving individual and
work group goals and corporate objectives.  The target incentive bonus
percentage for plan participants is set by the Board of Directors Compensation
Committee.

For all officers other than the Chief Executive Officer, personal objectives
will be set by the officers' immediate supervisor and reviewed by the CEO.  At
full achievement of personal objectives, for all officers other than the
Designated Officers as described below, the MIP will pay out the target bonus
percentage times the base salary paid during the measurement period.  A
percentage of the full pay out amount may be linked to each objective.  In order
for any amount to be paid for achievement of personal objectives, a satisfactory
level of overall personal performance must be maintained.  The Company reserves
the right to modify objectives to meet changing business requirements by
notifying participants within 30 days of the change.

The Compensation Committee of the Board of Directors will determine the
percentage of target bonus to be paid to the CEO, the COO, the President, and
such other executive officers as the Committee may designate ("Designated
Officers"), based on its evaluation of a number of factors, which may include
the personal objectives described above as well as corporate and department
objectives such as financial results, orders, shipments, profit margins,
relative market share, meeting in a timely manner product development milestones
and expense controls, achievement vs. difficulty of corporate objectives and
positioning the Company for the future.

Depending on which corporate objectives are met, the plan will pay out to each
officer an additional amount (corporate match) of either 50% or 100% of the
determined percentage of the payout to such officer for the achievement of
personal objectives.

PARTICIPATION:
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Participation in Acuson's MIP-Officer is at the sole discretion of the
Compensation Committee of the Board of Directors, and is limited to executive
officers.  Participation in this plan during one measurement period does not
entitle you to participate in any subsequent period or plan, should there be
one, as each period and plan will be independent of the other.  Target bonus
percentage levels may vary from one measurement period to the next, and within a
measurement period, may vary among participants.  Measurement periods may vary
from year to year.

Members of this plan will not participate in the company-wide profit sharing
program.

To participate, the employee must be an executive officer of the Company.  To
receive a payout, the officer must be an active employee of the company on the
date of plan payout.  Should an officer's job change during the measurement
period, s/he may be removed from this plan, and will then become eligible to
participate in the company-wide profit sharing plan.

PAYOUT:
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Payout will occur during Q1 or Q2 1998.  The measurement period for the target
bonus and for the corporate match is the Company fiscal 1997 earnings (i.e.
January 1, 1997 - December 31, 1997).

Participants hired after March 1st of the plan year will receive a payout for
individual objectives prorated by the number of months worked between January 1,
1997 and December 31, 1997.
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Payment will be made in cash (less required taxes) and be immediately vested.

AUTHORITY:
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Full authority to set, interpret, administer, amend or terminate this plan
resides with the Compensation Committee of the Board of Directors.  Decisions of
the Compensation Committee will be final.  This plan and its provisions create
no vested rights.  This plan and its provisions may be modified or terminated at
any time at the Company's discretion, including during any measurement period.
The plan is not an employment contract and neither this plan nor participation
in this plan shall confer upon any participant any right to continue in the
employ of the Company and shall not affect the Company's right to terminate the
employment of any person, with or without cause.
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                                 Attachment A
                              1997 Target Bonuses
                                      for
                           Named Executive Officers
               (as defined in Item 402(a)(3) of Regulation S-K)


                        Samuel H. Maslak           30%
                        Robert J. Gallagher        25%
                        Daniel R. Dugan            25%
                        Bradford C. Anker          20%
                        Stephen T. Johnson         20%