<PAGE>   1
    As filed with the Securities and Exchange Commission on November 21, 1997

                                                  Registration No. 33-__________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

--------------------------------------------------------------------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

--------------------------------------------------------------------------------

                              ANALOGIC CORPORATION
               --------------------------------------------------
               (Exact Name of Issuer as specified in its charter)

          Massachusetts                                    04-2454372
---------------------------------              ---------------------------------
   (State or other jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)

    8 Centennial Drive, Peabody, MA                           01960
----------------------------------------                   ----------
(Address of principal executive offices)                   (Zip Code)

--------------------------------------------------------------------------------

         1997 Non-qualified Stock Option Plan for Non-employee Directors
         ---------------------------------------------------------------
                            (Full Title of the Plan)

--------------------------------------------------------------------------------

                              Bernard M. Gordon
                              Chairman and CEO
                              Analogic Corporation
                              8 Centennial Drive
                              Peabody, MA 01960
                              (508) 977-3000
       (Name, address, including Zip Code, and telephone number, including
                        area code, of agent for service)

--------------------------------------------------------------------------------

                              Copies of all Communications to:
                              --------------------------------
                                Julian Soshnick
                                General Counsel
                                Analogic Corporation
                                8 Centennial Drive
                                Peabody, MA 01960
                                (508) 977-3000


                        CALCULATION OF REGISTRATION FEES
<TABLE>
<CAPTION>
============================================================================================================================
Type of Securities to be      Amount to be          Proposed Maximum           Proposed Maximum       Amount of Registration
       Registered              Registered       Offering price per Share      Aggregate Offering                Fee
                                                                                    Price
----------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                    <C>                        <C>                        <C>
Common Stock, $.05           50,000 shares           $37.00(1)                  $1,850,000.00              $561.00
par value per share
===========================================================================================================================
</TABLE>

-----------
(1) The price of $37.00 per share, which is the average of the high and low
    prices for the Common Stock as reported on the National Association of
    Securities Dealers Automated Quotation System on November 18, 1997 is set
    forth solely for purposes of calculating the filing fee.

<PAGE>   2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

     Documents containing the information specified in this Item 1 will be sent
or given to each non-employee director of Analogic Corporation (the
"Registrant") who is eligible to participate in the Plan as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Act"). In accordance
with the rules and regulations of the Securities and Exchange Commission (the
"Commission") and the instructions to Form S-8, such documents are not being
filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The documents containing the information specified in this Item 2 will be
sent or given to each non-employee director who is eligible to participate in
the Plan as specified by Rule 428(b)(1) of the Act. In accordance with the rules
and regulations of the Commission and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Act.


                                      -2-

<PAGE>   3

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents have been filed by the Registrant with the
Commission and are hereby incorporated by reference in this Registration
Statement:

     (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
         July 31, 1997, filed with the Commission pursuant to Section 13 of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
     (b) The description of the Registrant's common stock, par value $.05 per
         share (the "Common Stock"), contained in the registration statement on
         Form 8-A filed by Registrant with the Commission on December 11, 1972
         under Section 12 of the Exchange Act, including any amendment or report
         filed for the purpose of updating such description.

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





                                       -3-

<PAGE>   4

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The legality of the Common Stock covered hereby has been passed upon for
the Registrant by Julian Soshnick, Esq., General Counsel and Clerk of the
Registrant. Mr. Soshnick owns shares of Common Stock, both directly and as a
participant in various employee benefit plans. He is not eligible to participate
in the Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant's By-Laws ("By-Laws") require the Registrant to indemnify
present or past directors and officers ("Covered Persons") against all expenses
(including reasonable attorneys' fees), judgments, penalties, fines and amounts
paid in settlements incurred in connection with prosecuting, defending,
preparing to prosecute and defend, investigating or being or preparing to be a
witness, in any actual or threatened action, suit, arbitration, alternative
dispute resolution mechanism, investigation, administrative hearing or any other
proceeding, whether civil, criminal, administrative or investigative. The
Registrant may, as authorized from time to time by the Board of Directors,
indemnify any employee or agent of the Registrant to the fullest extent of the
provisions of the By-Laws with respect to Covered Persons.
     No person may be indemnified with respect to any matter as to which he or
she has been adjudicated not to have acted in good faith and in a manner he or
she reasonably believed to be in the best interest of the Registrant. With
respect to any proceeding, other than one by or in the right of the Registrant,
each Covered



                                       -4-

<PAGE>   5



Person shall be indemnified if such person acted in good faith and in a manner
such person reasonably believed to be in the best interest of the Registrant or,
with respect to any criminal proceeding, had no reasonable cause to believe such
person's conduct was unlawful. With respect to proceedings brought by or in the
right of the Registrant, a Covered Person shall be indemnified if such person
acted in good faith, and in a manner such person believed to be in the best
interest of the Registrant; provided, however, no indemnification shall be made
with respect to any claim, issue or matter as to which such Covered Person shall
have been adjudged liable to the Registrant if applicable law prohibits such
indemnification; and provided further, that if applicable law permits,
indemnification shall nevertheless be made by the Registrant in such event only
if the court which is considering the matter shall so determine.
     If a Covered Person is successful on the merits or otherwise in any
proceeding, such Covered Person shall be indemnified to the maximum extent
permitted by law. If such Covered Person is not wholly successful in such
proceeding, but is successful on the merits or otherwise as to one or more, but
less than all claims, issues or matters, the Registrant shall indemnify such
Covered Person to the maximum extent permitted by law with respect to each
successfully resolved claim, issue or matter.
     If a Covered Person is a witness in any proceeding, such person shall be
indemnified against all reasonable expenses actually incurred by such Covered
Person in connection therewith.



                                       -5-

<PAGE>   6



     The determination as to a Covered Person's right to indemnification shall
be made by (a) the disinterested directors, (b) independent legal counsel, or
(c) the stockholders.
     The Registrant is required to advance all reasonable expenses incurred by a
Covered Person in connection with any proceeding upon written request of the
Covered Person, which request must be accompanied by an undertaking by the
Covered Person to repay any expenses if it is ultimately determined that such
Covered Person is not entitled to be indemnified against such expenses.
     The right to indemnification and to receive advancement of expenses set
forth in the By-Laws is not exclusive of any rights to which a Covered Person
may be entitled under applicable law, the Articles of Organization, as amended,
any agreement, vote of stockholders or resolution of the Board of Directors or
otherwise.
     The Registrant is required to indemnify Covered Persons pursuant to the
By-Laws to the fullest extent permitted under current applicable law and to such
greater extent as applicable law may hereafter permit.
     The Registrant also has entered into Indemnification Agreements (the
"Indemnification Agreements") with each of its directors, and may from time to
time enter into similar agreements with executive officers who are not
directors. Pursuant to the Indemnification Agreements, the Registrant has agreed
to indemnify each director if he is a party to or is threatened to be made a
party to or is otherwise involved in any proceeding against all losses and
expenses incurred by him in connection with the defense or settlement of the
proceedings. In general, the term



                                       -6-

<PAGE>   7



"proceeding" includes any threatened, pending or completed action, suit or
proceeding, whether brought in the right of the Registrant or otherwise and
whether civil, criminal, administrative or investigative, in which a director
may be involved as a party, witness or otherwise by reason of his having been a
director of the Registrant. The terms "losses" and "expenses" include amounts
which the director pays as a result of the claim made against him in any
proceeding including damages, judgments, liabilities, fines, penalties and sums
paid in settlement of a claim, and expenses of investigations or judicial or
administrative proceedings or appeals, attorneys' and accounting fees and
disbursements, taxes, expenses of being a witness in a proceeding, and any
expenses of establishing a right to indemnification under the Indemnification
Agreements.
     A director shall not be entitled to indemnification if a court finds, in a
final adjudication from which there is no further right of appeal, that the
director did not act in good faith and in the reasonable belief that his conduct
was in the best interest of the Registrant or, with respect to any criminal
proceeding, the director had reasonable cause to believe his conduct was
unlawful. In addition, the Registrant shall not be required to indemnify a
director in connection with any proceeding (a) to the extent payment is made to
the director for losses and expenses under an insurance policy, (b) based upon
the director receiving an improper personal benefit to which he was not legally
entitled, (c) for an accounting of profit made from the director's purchase or
sale of the Registrant's securities in violation of Section 16(b) of the



                                       -7-

<PAGE>   8



Exchange Act, or (d) based upon a finding by a court in a final adjudication
from which there is no further right of appeal that such indemnification is
unlawful.
     To the extent that a director has been successful on the merits or
otherwise in defense of any proceeding or in defense of any claim, issue or
matter therein, including the dismissal of an action without prejudice, the
director shall be indemnified against all expenses incurred in connection
therewith. A director is entitled to advancement of expenses incurred in any
proceeding provided that the director undertakes to repay such amounts to the
Registrant if it shall ultimately be determined by a court in a final
adjudication from which there is no further right of appeal that the director
was not entitled to indemnification of such expenses.
     Indemnification under the Indemnification Agreements is not exclusive and
does not affect any other rights to which directors may be entitled under the
Registrant's Articles of Organization, as amended, or By-Laws, any other
agreement, any vote of the stockholders or disinterested directors, the laws of
the Commonwealth of Massachusetts or otherwise. Further, indemnification under
the Indemnification Agreements continues as to directors who may have ceased to
be directors.
     Massachusetts law permits the indemnification of directors, officers,
employees or other agents of a corporation to the extent specified in (a) the
articles of organization, (b) the by-laws adopted by the stockholders, or (c)
any vote adopted by the stockholders. Except as the articles of organization or
by-laws



                                       -8-

<PAGE>   9



otherwise require, indemnification of officers, employees or other agents who
are not directors may be provided to the extent authorized by the directors.
Indemnification may include advancement of expenses incurred in defending a
civil or criminal action or proceedings upon receipt of an undertaking to repay
such payment if the director, officer, employee or other agent shall be
adjudicated not to be entitled to indemnification. No indemnification may be
provided any person with respect to any matter as to which he or she shall have
been adjudicated not to have acted in good faith in the reasonable belief that
his or her action was in the best interests of the corporation.
     Massachusetts law also provides a defense to liability for a director,
officer or incorporator of a corporation under the following circumstances. If a
director, officer or incorporator performs his duties as such in good faith and
in a manner he reasonably believes to be in the best interests of the
corporation, and with such care as an ordinarily prudent person in a like
position would use under similar circumstances, the fact that the director,
officer or incorporator so performed his duties shall be a complete defense to
certain claims asserted against him by reason of his being or having been a
director, officer or incorporator of the corporation.
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is



                                       -9-

<PAGE>   10



against public policy as expressed in the Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
         Exhibit No.          Description Of Exhibit
         -----------          ----------------------
        <S>                   <C>

             5.1              Opinion of Julian Soshnick

            10.1              1997 Non-Qualified Stock Option
                              Plan for Non-Employee Directors

            23.1              Consent of Julian Soshnick
                              (contained in Exhibit 5.1)

            23.2              Consent of Coopers & Lybrand

            24.1              Powers of Attorney
</TABLE>


ITEM 9.  UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; (iii) 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; provided, however, that



                                      -10-

<PAGE>   11



subparagraphs (i) and (ii), above, do not apply if the information required to
be included in the post-effective amendment by those subparagraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of
the Exchange Act that are incorporated by reference in the registration
statement.
         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
         (3) 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.
         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing



                                      -11-

<PAGE>   12



provision, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (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 Securities
Act and will be governed by the final adjudication of such issue.



                                      -12-

<PAGE>   13



                                   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 Peabody, Massachusetts, on November 21, 1997.

                                              ANALOGIC CORPORATION


                                              By:/s/ Bernard M. Gordon
                                                 ----------------------
                                                 Bernard M. Gordon
                                                 CEO and Chairman of
                                                 the Board of Directors


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons, in the
capacities indicated, on November 21, 1997.

<TABLE>
<CAPTION>

SIGNATURE                           CAPACITY
---------                           --------
<S>                                 <C>

/s/ Bernard M. Gordon               Chairman of the Board of Directors
---------------------               and Chief Executive Officer
Bernard M. Gordon


Bruce R. Rusch                      Director, President*


John A. Tarello                     Director, Sr. Vice President,
                                    Treasurer (Principal Financial and
                                    Accounting Officer)*


M. Ross Brown                       Director, Vice President*


Bruce W. Steinhauer, M.D.           Director*


Edward F. Voboril                   Director*


Gerald L. Wilson                    Director*


*By /s/ Julian Soshnick             November 21, 1997
   --------------------
    Julian Soshnick
    Attorney-in-fact

</TABLE>



                                      -13-
[{"type": "S-8", "sequence": "1", "description": "ANALOG CORPORATION FORM S-8", "secsgml_size_bytes": 23392}]
{"company-data": {"conformed-name": "ANALOGIC CORP", "cik": "0000006284", "assigned-sic": "3825", "irs-number": "042454372", "state-of-incorporation": "MA", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40715", "film-number": "97725664"}, "business-address": {"street1": "8 CENTENNIAL DR", "city": "PEABODY", "state": "MA", "zip": "01960", "phone": "5089773000"}}
1
    As filed with the Securities and Exchange Commission on November 21, 1997

                                                  Registration No. 33-__________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

--------------------------------------------------------------------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

--------------------------------------------------------------------------------

                              ANALOGIC CORPORATION
               --------------------------------------------------
               (Exact Name of Issuer as specified in its charter)

          Massachusetts                                    04-2454372
---------------------------------              ---------------------------------
   (State or other jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)

    8 Centennial Drive, Peabody, MA                           01960
----------------------------------------                   ----------
(Address of principal executive offices)                   (Zip Code)

--------------------------------------------------------------------------------

         1997 Non-qualified Stock Option Plan for Non-employee Directors
         ---------------------------------------------------------------
                            (Full Title of the Plan)

--------------------------------------------------------------------------------

                              Bernard M. Gordon
                              Chairman and CEO
                              Analogic Corporation
                              8 Centennial Drive
                              Peabody, MA 01960
                              (508) 977-3000
       (Name, address, including Zip Code, and telephone number, including
                        area code, of agent for service)

--------------------------------------------------------------------------------

                              Copies of all Communications to:
                              --------------------------------
                                Julian Soshnick
                                General Counsel
                                Analogic Corporation
                                8 Centennial Drive
                                Peabody, MA 01960
                                (508) 977-3000

                        CALCULATION OF REGISTRATION FEES
============================================================================================================================
Type of Securities to be      Amount to be          Proposed Maximum           Proposed Maximum       Amount of Registration
       Registered              Registered       Offering price per Share      Aggregate Offering                Fee
                                                                                    Price
----------------------------------------------------------------------------------------------------------------------------
Common Stock, $.05           50,000 shares           $37.00(1)                  $1,850,000.00              $561.00
par value per share
===========================================================================================================================
-----------
(1) The price of $37.00 per share, which is the average of the high and low
    prices for the Common Stock as reported on the National Association of
    Securities Dealers Automated Quotation System on November 18, 1997 is set
    forth solely for purposes of calculating the filing fee.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

     Documents containing the information specified in this Item 1 will be sent
or given to each non-employee director of Analogic Corporation (the
"Registrant") who is eligible to participate in the Plan as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Act"). In accordance
with the rules and regulations of the Securities and Exchange Commission (the
"Commission") and the instructions to Form S-8, such documents are not being
filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The documents containing the information specified in this Item 2 will be
sent or given to each non-employee director who is eligible to participate in
the Plan as specified by Rule 428(b)(1) of the Act. In accordance with the rules
and regulations of the Commission and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Act.

                                      -2-
3

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents have been filed by the Registrant with the
Commission and are hereby incorporated by reference in this Registration
Statement:

     (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
         July 31, 1997, filed with the Commission pursuant to Section 13 of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
     (b) The description of the Registrant's common stock, par value $.05 per
         share (the "Common Stock"), contained in the registration statement on
         Form 8-A filed by Registrant with the Commission on December 11, 1972
         under Section 12 of the Exchange Act, including any amendment or report
         filed for the purpose of updating such description.

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

                                       -3-
4

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The legality of the Common Stock covered hereby has been passed upon for
the Registrant by Julian Soshnick, Esq., General Counsel and Clerk of the
Registrant. Mr. Soshnick owns shares of Common Stock, both directly and as a
participant in various employee benefit plans. He is not eligible to participate
in the Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant's By-Laws ("By-Laws") require the Registrant to indemnify
present or past directors and officers ("Covered Persons") against all expenses
(including reasonable attorneys' fees), judgments, penalties, fines and amounts
paid in settlements incurred in connection with prosecuting, defending,
preparing to prosecute and defend, investigating or being or preparing to be a
witness, in any actual or threatened action, suit, arbitration, alternative
dispute resolution mechanism, investigation, administrative hearing or any other
proceeding, whether civil, criminal, administrative or investigative. The
Registrant may, as authorized from time to time by the Board of Directors,
indemnify any employee or agent of the Registrant to the fullest extent of the
provisions of the By-Laws with respect to Covered Persons.
     No person may be indemnified with respect to any matter as to which he or
she has been adjudicated not to have acted in good faith and in a manner he or
she reasonably believed to be in the best interest of the Registrant. With
respect to any proceeding, other than one by or in the right of the Registrant,
each Covered

                                       -4-
5

Person shall be indemnified if such person acted in good faith and in a manner
such person reasonably believed to be in the best interest of the Registrant or,
with respect to any criminal proceeding, had no reasonable cause to believe such
person's conduct was unlawful. With respect to proceedings brought by or in the
right of the Registrant, a Covered Person shall be indemnified if such person
acted in good faith, and in a manner such person believed to be in the best
interest of the Registrant; provided, however, no indemnification shall be made
with respect to any claim, issue or matter as to which such Covered Person shall
have been adjudged liable to the Registrant if applicable law prohibits such
indemnification; and provided further, that if applicable law permits,
indemnification shall nevertheless be made by the Registrant in such event only
if the court which is considering the matter shall so determine.
     If a Covered Person is successful on the merits or otherwise in any
proceeding, such Covered Person shall be indemnified to the maximum extent
permitted by law. If such Covered Person is not wholly successful in such
proceeding, but is successful on the merits or otherwise as to one or more, but
less than all claims, issues or matters, the Registrant shall indemnify such
Covered Person to the maximum extent permitted by law with respect to each
successfully resolved claim, issue or matter.
     If a Covered Person is a witness in any proceeding, such person shall be
indemnified against all reasonable expenses actually incurred by such Covered
Person in connection therewith.

                                       -5-
6

     The determination as to a Covered Person's right to indemnification shall
be made by (a) the disinterested directors, (b) independent legal counsel, or
(c) the stockholders.
     The Registrant is required to advance all reasonable expenses incurred by a
Covered Person in connection with any proceeding upon written request of the
Covered Person, which request must be accompanied by an undertaking by the
Covered Person to repay any expenses if it is ultimately determined that such
Covered Person is not entitled to be indemnified against such expenses.
     The right to indemnification and to receive advancement of expenses set
forth in the By-Laws is not exclusive of any rights to which a Covered Person
may be entitled under applicable law, the Articles of Organization, as amended,
any agreement, vote of stockholders or resolution of the Board of Directors or
otherwise.
     The Registrant is required to indemnify Covered Persons pursuant to the
By-Laws to the fullest extent permitted under current applicable law and to such
greater extent as applicable law may hereafter permit.
     The Registrant also has entered into Indemnification Agreements (the
"Indemnification Agreements") with each of its directors, and may from time to
time enter into similar agreements with executive officers who are not
directors. Pursuant to the Indemnification Agreements, the Registrant has agreed
to indemnify each director if he is a party to or is threatened to be made a
party to or is otherwise involved in any proceeding against all losses and
expenses incurred by him in connection with the defense or settlement of the
proceedings. In general, the term

                                       -6-
7

"proceeding" includes any threatened, pending or completed action, suit or
proceeding, whether brought in the right of the Registrant or otherwise and
whether civil, criminal, administrative or investigative, in which a director
may be involved as a party, witness or otherwise by reason of his having been a
director of the Registrant. The terms "losses" and "expenses" include amounts
which the director pays as a result of the claim made against him in any
proceeding including damages, judgments, liabilities, fines, penalties and sums
paid in settlement of a claim, and expenses of investigations or judicial or
administrative proceedings or appeals, attorneys' and accounting fees and
disbursements, taxes, expenses of being a witness in a proceeding, and any
expenses of establishing a right to indemnification under the Indemnification
Agreements.
     A director shall not be entitled to indemnification if a court finds, in a
final adjudication from which there is no further right of appeal, that the
director did not act in good faith and in the reasonable belief that his conduct
was in the best interest of the Registrant or, with respect to any criminal
proceeding, the director had reasonable cause to believe his conduct was
unlawful. In addition, the Registrant shall not be required to indemnify a
director in connection with any proceeding (a) to the extent payment is made to
the director for losses and expenses under an insurance policy, (b) based upon
the director receiving an improper personal benefit to which he was not legally
entitled, (c) for an accounting of profit made from the director's purchase or
sale of the Registrant's securities in violation of Section 16(b) of the

                                       -7-
8

Exchange Act, or (d) based upon a finding by a court in a final adjudication
from which there is no further right of appeal that such indemnification is
unlawful.
     To the extent that a director has been successful on the merits or
otherwise in defense of any proceeding or in defense of any claim, issue or
matter therein, including the dismissal of an action without prejudice, the
director shall be indemnified against all expenses incurred in connection
therewith. A director is entitled to advancement of expenses incurred in any
proceeding provided that the director undertakes to repay such amounts to the
Registrant if it shall ultimately be determined by a court in a final
adjudication from which there is no further right of appeal that the director
was not entitled to indemnification of such expenses.
     Indemnification under the Indemnification Agreements is not exclusive and
does not affect any other rights to which directors may be entitled under the
Registrant's Articles of Organization, as amended, or By-Laws, any other
agreement, any vote of the stockholders or disinterested directors, the laws of
the Commonwealth of Massachusetts or otherwise. Further, indemnification under
the Indemnification Agreements continues as to directors who may have ceased to
be directors.
     Massachusetts law permits the indemnification of directors, officers,
employees or other agents of a corporation to the extent specified in (a) the
articles of organization, (b) the by-laws adopted by the stockholders, or (c)
any vote adopted by the stockholders. Except as the articles of organization or
by-laws

                                       -8-
9

otherwise require, indemnification of officers, employees or other agents who
are not directors may be provided to the extent authorized by the directors.
Indemnification may include advancement of expenses incurred in defending a
civil or criminal action or proceedings upon receipt of an undertaking to repay
such payment if the director, officer, employee or other agent shall be
adjudicated not to be entitled to indemnification. No indemnification may be
provided any person with respect to any matter as to which he or she shall have
been adjudicated not to have acted in good faith in the reasonable belief that
his or her action was in the best interests of the corporation.
     Massachusetts law also provides a defense to liability for a director,
officer or incorporator of a corporation under the following circumstances. If a
director, officer or incorporator performs his duties as such in good faith and
in a manner he reasonably believes to be in the best interests of the
corporation, and with such care as an ordinarily prudent person in a like
position would use under similar circumstances, the fact that the director,
officer or incorporator so performed his duties shall be a complete defense to
certain claims asserted against him by reason of his being or having been a
director, officer or incorporator of the corporation.
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is

                                       -9-
10

against public policy as expressed in the Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.
Exhibit No.          Description Of Exhibit
         -----------          ----------------------
5.1              Opinion of Julian Soshnick

            10.1              1997 Non-Qualified Stock Option
                              Plan for Non-Employee Directors

            23.1              Consent of Julian Soshnick
                              (contained in Exhibit 5.1)

            23.2              Consent of Coopers & Lybrand

            24.1              Powers of Attorney
ITEM 9.  UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; (iii) 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; provided, however, that

                                      -10-
11

subparagraphs (i) and (ii), above, do not apply if the information required to
be included in the post-effective amendment by those subparagraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of
the Exchange Act that are incorporated by reference in the registration
statement.
         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
         (3) 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.
         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing

                                      -11-
12

provision, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (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 Securities
Act and will be governed by the final adjudication of such issue.

                                      -12-
13

                                   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 Peabody, Massachusetts, on November 21, 1997.

                                              ANALOGIC CORPORATION

                                              By:/s/ Bernard M. Gordon
                                                 ----------------------
                                                 Bernard M. Gordon
                                                 CEO and Chairman of
                                                 the Board of Directors

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons, in the
capacities indicated, on November 21, 1997.
SIGNATURE                           CAPACITY
---------                           --------
/s/ Bernard M. Gordon               Chairman of the Board of Directors
---------------------               and Chief Executive Officer
Bernard M. Gordon

Bruce R. Rusch                      Director, President*

John A. Tarello                     Director, Sr. Vice President,
                                    Treasurer (Principal Financial and
                                    Accounting Officer)*

M. Ross Brown                       Director, Vice President*

Bruce W. Steinhauer, M.D.           Director*

Edward F. Voboril                   Director*

Gerald L. Wilson                    Director*

*By /s/ Julian Soshnick             November 21, 1997
   --------------------
    Julian Soshnick
    Attorney-in-fact
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