<PAGE>   1
                                                      Registration No. 333-

              AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                               ON JUNE 5, 1996

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                   ----------

                           ANALYSIS & TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)


                CONNECTICUT                                95-2579365
      (State or other jurisdiction of           (I.R.S. Employer Identification 
      incorporation or organization)                          No.)

                              ROUTE 2, P.O. BOX 220
                       NORTH STONINGTON, CONNECTICUT 06359
               (Address of Principal Executive Offices) (Zip Code)

                           Analysis & Technology, Inc.
                           Deferred Compensation Plan

                                Thomas M. Downie
                           Analysis & Technology, Inc.
                              Route 2, P.O. Box 220
                       NORTH STONINGTON, CONNECTICUT 06359
                     (Name and address of agent for service)
                                 (203) 599-3910
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                   James I. Lotstein and Katherine Vines Cook
                               Cummings & Lockwood
                                   CityPlace I
                                185 Asylum Street
                           Hartford, Connecticut 06103
<PAGE>   2
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------

                                                                          PROPOSED
                                                       PROPOSED MAXIMUM   MAXIMUM
    TITLE OF SECURITIES TO BE      AMOUNT TO BE        OFFERING PRICE     AGGREGATE        AMOUNT OF
           REGISTERED              REGISTERED          PER SHARE(1)       OFFERING         REGISTRATION 
                                                                          PRICE(1)         FEE

- -------------------------------------------------------------------------------------------------------
<S>                                <C>                 <C>                <C>              <C>                                
Common Stock, no par               50,000 shares        $    14.00        $700,000.00      $    241.38
value                                                                                                 
</TABLE>
- --------------------------------------------------------------------------------

(1)      Calculated pursuant to Rule 457(h) of the general rules and regulations
         under the Securities Act of 1933 solely for the purpose of calculating
         the registration fee, based upon the last reported sales price of the
         common stock on the NASDAQ National Market System on May 31, 1996.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein.

================================================================================
<PAGE>   3
                                     PART I.

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                    The documents containing the information concerning the
Analysis & Technology, Inc. Deferred Compensation Plan (the "Plan") of Analysis
& Technology, Inc., a Connecticut corporation ("A&T" or the "Company"),
specified in Item 1 of the Form S-8 Registration Statement under the Securities
Act of 1933 (the "1933 Act"), are not being filed as part of this Registration
Statement in accordance with the Note to Part I of the Form S-8 Registration
Statement but will be delivered to eligible employees under the Plan in
accordance with Rule 428(b)(1) under the 1933 Act.
<PAGE>   4
                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by A&T with the Securities and Exchange
Commission (the "Commission") are incorporated by A&T and the Plan in this
Registration Statement by reference:

         1. The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995;

         2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1995; September 30, 1995; and December 31, 1995; and

         3. The description of the Company's Common Stock, no par value,
contained in its Registration Statement on Form S-1, Commission File No.
33-2314.

         All documents filed by the Company or the Plan with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "1934 Act") after the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES

          Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.
<PAGE>   5
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Directors and officers of the Company are entitled to indemnification
pursuant to Connecticut General Statutes Section 33-320a. This statute states as
follows:

               a)   As used in this section:

                    (1) "Agent" means any person who is or was an agent of the
         corporation and any person who, while an agent of the corporation, is
         or was serving at the request of the corporation as a director,
         officer, partner, trustee, employee or agent of another enterprise.

                    (2) "Corporation" includes any domestic or foreign
         corporation or any domestic or foreign predecessor entity of the
         corporation in a merger, consolidation or other transaction in which
         the predecessor's existence ceased upon consummation of such
         transaction.

                    (3) "Director" means any person who is or was a director of
         the corporation and any person who, while a director of the
         corporation, is or was serving at the request of the corporation as a
         director, officer, partner, trustee, employee or agent of another
         enterprise or as a fiduciary of an employee benefit plan or trust
         maintained for the benefit of employees of the corporation or employees
         of any other enterprise.

                    (4) "Eligible outside party" means any person who, although
         not a shareholder, director, officer, employee or agent of the
         corporation, is or was serving solely at the request of the corporation
         as a director, officer, partner, trustee, employee or agent of another
         enterprise.

                    (5) "Employee" means any person who is or was an employee of
         the corporation and any person who, while an employee of the
         corporation, is or was serving at the request of the corporation as a
         director, officer, partner, trustee, employee or agent of another
         enterprise or as a fiduciary of an employee benefit plan or trust
         maintained for the benefit of employees of the corporation or employees
         of any other enterprise.

                    (6) "Enterprise" means any other foreign or domestic
         corporation, partnership, joint venture, trust or other enterprise,
         other than an employee benefit plan or trust.


                                      II-2
<PAGE>   6
                    (7) "Expenses" include attorneys' fees.

                    (8) "Officer" means any person who is or was an officer of
         the corporation and any person who, while an officer of the
         corporation, is or was serving at the request of the corporation as a
         director, officer, partner, trustee, employee or agent of another
         enterprise or as a fiduciary of an employee benefit plan or trust
         maintained for the benefit of employees of the corporation or employees
         of any other enterprise.

                    (9) "Party" includes a person who was, is, or is threatened
         to be made, a defendant or respondent in a proceeding.

                    (10) "Proceeding" means any threatened, pending or completed
         action, suit or proceeding, whether civil, criminal, administrative or
         investigative, and shall include any appeal therein.

                    (11) "Shareholder" means any person who is or was a
         shareholder of the corporation and any person who, while a shareholder
         of the corporation, is or was serving at the request of the corporation
         as a director, officer, partner, trustee, employee or agent of another
         enterprise.

               b)   Except as otherwise provided in this section, a corporation
         shall indemnify any person made a party to any proceeding, other than
         an action by or in the right of the corporation, by reason of the fact
         that he, or the person whose legal representative he is, is or was a
         shareholder, director, officer, employee or agent of the corporation,
         or an eligible outside party, against judgments, fines, penalties,
         amounts paid in settlement and reasonable expenses actually incurred by
         him, and the person whose legal representative he is, in connection
         with such proceeding. The corporation shall not so indemnify any such
         person unless (1) such person, and the person whose legal
         representative he is, was successful on the merits in the defense of
         any proceeding referred to in this subsection, or (2) it shall be
         concluded as provided in subsection (d) of this section that such
         person, and the person whose legal representative he is, acted in good
         faith and in a manner he reasonably believed to be in the best
         interests of the corporation or, in the case of a person serving as a
         fiduciary of an employee benefit plan or trust, either in the best
         interests of the corporation or in the best interests of the
         participants and beneficiaries of such employee benefit plan or trust
         and consistent with the provisions of such employee benefit plan or
         trust and, with respect to any criminal action or proceeding, that he
         had no reasonable cause to believe his conduct was unlawful, or (3) the
         court, on application as provided in subsection (e) of this section,
         shall have 


                                      II-3
<PAGE>   7
         determined that in view of all the circumstances such person is fairly
         and reasonably entitled to be indemnified, and then for such amount as
         the court shall determine; except that, in connection with an alleged
         claim based upon his purchase or sale of securities of the corporation
         or of another enterprise, which he serves or served at the request of
         the corporation, the corporation shall only indemnify such person after
         the court shall have determined, on application as provided in
         subsection (e) of this section, that in view of all the circumstances
         such person is fairly and reasonably entitled to be indemnified, and
         then for such amount as the court shall determine. The termination of
         any proceeding by judgment, order, settlement, conviction or upon a
         plea of nolo contendre or its equivalent shall not, of itself, create a
         presumption that the person did not act in good faith or in a manner
         which he did not reasonably believe to be in the best interests of the
         corporation or of the participants and beneficiaries of such employee
         benefit plan or trust and consistent with the provisions of such
         employee benefit plan or trust, or, with respect to any criminal action
         or proceeding, that he had reasonable cause to believe that his conduct
         was unlawful.

               c) Except as otherwise provided in this section, a corporation
         shall indemnify any person made a party to any proceeding, by or in the
         right of the corporation, to procure a judgment in its favor by reason
         of the fact that he, or the person whose legal representative he is, is
         or was a shareholder, director, officer, employee or agent of the
         corporation, or an eligible outside party, against reasonable expenses
         actually incurred by him in connection with such proceeding in relation
         to matters as to which such person, or the person whose legal
         representative he is, is finally adjudged not to have breached his duty
         to the corporation, or where the court, on application as provided in
         subsection (e) of this section, shall have determined that in view of
         all the circumstances such person is fairly and reasonably entitled to
         be indemnified, and then for such amount as the court shall determine.
         The corporation shall not so indemnify any such person for amounts paid
         to the corporation, to a plaintiff or to counsel for a plaintiff in
         settling or otherwise disposing of a proceeding, with or without court
         approval; or for expenses incurred in defending a proceeding which is
         settled or otherwise disposed of without court approval.

               d) The conclusion provided for in subsection (b) of this section
         may be reached by any one of the following: (1) The board of directors
         of the corporation by a consent in writing signed by a majority of
         those directors who were not parties to such proceeding; (2)
         independent legal counsel selected by a consent in writing signed by a
         majority of those directors who were not parties to such proceeding;
         (3) in the case of any 


                                      II-4
<PAGE>   8
         employee or agent who is not an officer or director of the corporation,
         the corporation's general counsel; or (4) the shareholders of the
         corporation by the affirmative vote of at least a majority of the
         voting power of shares not owned by parties to such proceeding,
         represented at an annual or special meeting of shareholders, duly
         called with notice of such purpose stated. Such person shall also be
         entitled to apply to a court for such conclusion, upon application as
         provided in subsection (e), even though the conclusion reached by any
         of the foregoing shall have been adverse to him or to the person whose
         legal representative he is.

               e) Where an application for indemnification or for a conclusion
         as provided in this section is made to a court, it shall be made to the
         court in which the proceeding is pending or to the superior court for
         the judicial district where the principal office of the corporation is
         located. The application shall be made in such manner and form as may
         be required by the applicable rules of the court or, in the absence
         thereof, by direction of the court. The court may also direct that
         notice be given in such manner as it may require at the expense of the
         corporation to the shareholders of the corporation and to such other
         persons as the court may designate. In the case of an application to a
         court in which a proceeding is pending in which the person seeking
         indemnification is a party by reason of the fact that he, or the person
         whose legal representative he is, is or was serving at the request of
         the corporation as a director, partner, trustee, officer, employee or
         agent of another enterprise, or as a fiduciary of an employee benefit
         plan or trust maintained for the benefit of employees of any other
         enterprise, timely notice of such application shall be given by such
         person to the corporation.

               f) Expenses which may be indemnifiable under this section
         incurred in defending a proceeding may be paid by the corporation in
         advance of the final disposition of such proceeding as authorized by
         the board of directors upon agreement by or on behalf of the
         shareholder, director, officer, employee, agent or eligible outside
         party, or his legal representative, to repay such amount if he is later
         found not entitled to be indemnified by the corporation as authorized
         in this section.

               g) A corporation shall not indemnify any shareholder, director,
         officer, employee, agent or eligible outside party, other than a
         shareholder, director, officer, employee, agent or eligible outside
         party who is or was serving at the request of the corporation as a
         director, officer, partner, trustee, employee or agent of another
         enterprise, against judgments, fines, penalties, amounts paid in
         settlement and expenses to an extent either greater or less than that
         authorized in this section. No provision made a part 


                                      II-5
<PAGE>   9
         of the certificate of incorporation, the by-laws, a resolution of
         shareholders or directors, an agreement, or otherwise on or after
         October 1, 1982, shall be valid unless consistent with this section.
         Notwithstanding the foregoing, the corporation may procure insurance
         providing greater indemnification and may share the premium cost with
         any shareholder, director, officer, employee, agent or eligible outside
         party on such basis as may be agreed upon. The rights and remedies
         provided in this section shall be exclusive.

         In addition to the foregoing, the Company maintains officers and
directors liability insurance coverage in the amount of [$6.5 million] which
insures the Company's officers and directors against loss incurred by them for
claims which they may become legally obligated to pay for any error,
misstatement, act, omission, neglect or breach of duty while acting individually
or collectively as directors or officers of the Company.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

             Not applicable.

ITEM 8(A).  EXHIBITS

       5.*    Opinion of Cummings & Lockwood.

       23A*   Consent of KPMG Peat Marwick LLP.

       23B*   Consent of Cummings & Lockwood.  (Included as part of Exhibit 5).
              

       24     Power of Attorney (set forth under "Signatures" in this 
              Registration Statement).

       99A*   Analysis & Technology, Inc. Deferred Compensation Plan


ITEM 9.               UNDERTAKINGS

                      a)  The Company hereby undertakes:

                          (1)  To file, during any period in which offers or 
         sales are being made, a post-effective amendment to this Registration
         Statement to include 


- -------------------------
* Denotes filed herewith.


                                      II-6
<PAGE>   10
         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;

                          (2) That, for the purpose of determining any liability
         under the Securities Act of 1933, 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 Company hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Company's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934, as amended, (and, where
         applicable, each filing of an employee benefit plan's annual report
         pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
         amended) that is incorporated by reference in the Registration
         Statement shall be deemed to be a new registration statement relating
         to the securities offered herein, and the offering of such securities
         at that time shall be deemed to be the initial bona fide offering
         thereof.

                    (h)   Insofar as indemnification for liabilities arising
         under the Securities Act of 1933 may be permitted to directors,
         officers and controlling persons of the Company pursuant to the
         foregoing provisions, or otherwise, the Company has been advised that
         in the opinion of the Securities and Exchange Commission such
         indemnification is against public policy as expressed in that Act and
         is, therefore, unenforceable. In the event that a claim for
         indemnification against such liabilities (other than the payment by the
         Company of expenses incurred or paid by a director, officer or
         controlling person of the Company 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 Company 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 Act and will be governed by the final
         adjudication of such issue.


                                      II-7
<PAGE>   11
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company 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 the Town of North Stonington, State of Connecticut, on June
4, 1996.

                                                 ANALYSIS & TECHNOLOGY, INC.



                                                 /s/  GARY P. BENNETT
                                                 -------------------------------
                                                 By:  Gary P. Bennett
                                                      Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the Town of North Stonington, State of
Connecticut, on June 4, 1996.

                                                 ANALYSIS & TECHNOLOGY, INC.
                                                 DEFERRED COMPENSATION PLAN


                                                 /s/  THOMAS M. DOWNIE
                                                 -------------------------------
                                                 By:  Thomas M. Downie
                                                      Committee Member


                                POWER OF ATTORNEY

          We, the undersigned officers and directors of Analysis & Technology,
Inc., hereby severally constitute Gary P. Bennett and David M. Nolf, and each of
them singly, as our attorneys-in-fact with full power to them, and each of them
singly, to sign for us and in our names, in the capacities indicated below, any
and all amendments to this Registration Statement and, in general, to do all
such things in our names and behalf and in our capacities as officers and
directors to enable Analysis & Technology, Inc. to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, including the filing of such amendments, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, and all that our said attorneys may do or cause
to be done by virtue hereof.


                                      II-8
<PAGE>   12
          WITNESS our hand and seal on the dates set forth below.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.



/s/ GARY P. BENNETT                                June 4, 1996
- -------------------------------------      -------------------------------------
Gary P. Bennett
President, Chief Executive Officer 
and Director (Principal Executive 
Officer)


/s/ DAVID M. NOLF                                  June 4, 1996
- -------------------------------------      -------------------------------------
David M. Nolf, Executive Vice
President, Chief Financial and
Administrative Officer and Director
(Principal Financial Officer and
Principal Accounting Officer)


/s/ JAMES B. FOX                                   June 4, 1996
- -------------------------------------      -------------------------------------
James B. Fox, Director


/s/ LARRY M. FOX                                   June 4, 1996
- -------------------------------------      -------------------------------------
Larry M. Fox, Director


/s/ NELDA S. NARDONE                               June 4, 1996
- -------------------------------------      -------------------------------------
Nelda S. Nardone, Director


/s/ THURMAN F. NAYLOR                              June 4, 1996
- -------------------------------------      -------------------------------------
Thurman F. Naylor, Director


/s/ DENNIS G. PUNCHES                              June 5, 1996
- -------------------------------------      -------------------------------------
Dennis G. Punches, Director



                                      II-9
<PAGE>   13
                           ANALYSIS & TECHNOLOGY, INC.


                       Registration Statement on Form S-8
                        Under the Securities Act of 1933





                                    EXHIBITS
<PAGE>   14
                                INDEX TO EXHIBITS

Exhibit
Number            Description of Documents
- ------            ------------------------
  5               Opinion of Cummings & Lockwood

 23A              Consent of KPMG Peat Marwick LLP

 23B              Consent of Cummings & Lockwood (included in Exhibit 5)

 24               Power of Attorney (set forth on the signature page)

 99A              Analysis & Technology, Inc. Deferred Compensation Plan
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 28207}]
{"company-data": {"conformed-name": "ANALYSIS & TECHNOLOGY INC", "cik": "0000310876", "assigned-sic": "8711", "irs-number": "952579365", "state-of-incorporation": "CT", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05267", "film-number": "96577191"}, "business-address": {"street1": "TECHNOLOGY PARK RTE 2", "street2": "PO BOX 220", "city": "NORTH STONINGTON", "state": "CT", "zip": "06359", "phone": "2035993910"}, "mail-address": {"street1": "TECHNOLOGY PARK RTE 2", "street2": "P O BOX 220", "city": "NORTH STONINGTON", "state": "CT", "zip": "06359"}}
1
                                                      Registration No. 333-

              AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                               ON JUNE 5, 1996

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                   ----------

                           ANALYSIS & TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)

                CONNECTICUT                                95-2579365
      (State or other jurisdiction of           (I.R.S. Employer Identification 
      incorporation or organization)                          No.)

                              ROUTE 2, P.O. BOX 220
                       NORTH STONINGTON, CONNECTICUT 06359
               (Address of Principal Executive Offices) (Zip Code)

                           Analysis & Technology, Inc.
                           Deferred Compensation Plan

                                Thomas M. Downie
                           Analysis & Technology, Inc.
                              Route 2, P.O. Box 220
                       NORTH STONINGTON, CONNECTICUT 06359
                     (Name and address of agent for service)
                                 (203) 599-3910
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                   James I. Lotstein and Katherine Vines Cook
                               Cummings & Lockwood
                                   CityPlace I
                                185 Asylum Street
                           Hartford, Connecticut 06103
2
                         CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------

                                                                          PROPOSED
                                                       PROPOSED MAXIMUM   MAXIMUM
    TITLE OF SECURITIES TO BE      AMOUNT TO BE        OFFERING PRICE     AGGREGATE        AMOUNT OF
           REGISTERED              REGISTERED          PER SHARE(1)       OFFERING         REGISTRATION 
                                                                          PRICE(1)         FEE

- -------------------------------------------------------------------------------------------------------
Common Stock, no par               50,000 shares        $    14.00        $700,000.00      $    241.38
value
- --------------------------------------------------------------------------------

(1)      Calculated pursuant to Rule 457(h) of the general rules and regulations
         under the Securities Act of 1933 solely for the purpose of calculating
         the registration fee, based upon the last reported sales price of the
         common stock on the NASDAQ National Market System on May 31, 1996.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein.

================================================================================
3
                                     PART I.

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                    The documents containing the information concerning the
Analysis & Technology, Inc. Deferred Compensation Plan (the "Plan") of Analysis
& Technology, Inc., a Connecticut corporation ("A&T" or the "Company"),
specified in Item 1 of the Form S-8 Registration Statement under the Securities
Act of 1933 (the "1933 Act"), are not being filed as part of this Registration
Statement in accordance with the Note to Part I of the Form S-8 Registration
Statement but will be delivered to eligible employees under the Plan in
accordance with Rule 428(b)(1) under the 1933 Act.
4
                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by A&T with the Securities and Exchange
Commission (the "Commission") are incorporated by A&T and the Plan in this
Registration Statement by reference:

         1. The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995;

         2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1995; September 30, 1995; and December 31, 1995; and

         3. The description of the Company's Common Stock, no par value,
contained in its Registration Statement on Form S-1, Commission File No.
33-2314.

         All documents filed by the Company or the Plan with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "1934 Act") after the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

          Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.
5
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Directors and officers of the Company are entitled to indemnification
pursuant to Connecticut General Statutes Section 33-320a. This statute states as
follows:

               a)   As used in this section:

                    (1) "Agent" means any person who is or was an agent of the
         corporation and any person who, while an agent of the corporation, is
         or was serving at the request of the corporation as a director,
         officer, partner, trustee, employee or agent of another enterprise.

                    (2) "Corporation" includes any domestic or foreign
         corporation or any domestic or foreign predecessor entity of the
         corporation in a merger, consolidation or other transaction in which
         the predecessor's existence ceased upon consummation of such
         transaction.

                    (3) "Director" means any person who is or was a director of
         the corporation and any person who, while a director of the
         corporation, is or was serving at the request of the corporation as a
         director, officer, partner, trustee, employee or agent of another
         enterprise or as a fiduciary of an employee benefit plan or trust
         maintained for the benefit of employees of the corporation or employees
         of any other enterprise.

                    (4) "Eligible outside party" means any person who, although
         not a shareholder, director, officer, employee or agent of the
         corporation, is or was serving solely at the request of the corporation
         as a director, officer, partner, trustee, employee or agent of another
         enterprise.

                    (5) "Employee" means any person who is or was an employee of
         the corporation and any person who, while an employee of the
         corporation, is or was serving at the request of the corporation as a
         director, officer, partner, trustee, employee or agent of another
         enterprise or as a fiduciary of an employee benefit plan or trust
         maintained for the benefit of employees of the corporation or employees
         of any other enterprise.

                    (6) "Enterprise" means any other foreign or domestic
         corporation, partnership, joint venture, trust or other enterprise,
         other than an employee benefit plan or trust.

                                      II-2
6
                    (7) "Expenses" include attorneys' fees.

                    (8) "Officer" means any person who is or was an officer of
         the corporation and any person who, while an officer of the
         corporation, is or was serving at the request of the corporation as a
         director, officer, partner, trustee, employee or agent of another
         enterprise or as a fiduciary of an employee benefit plan or trust
         maintained for the benefit of employees of the corporation or employees
         of any other enterprise.

                    (9) "Party" includes a person who was, is, or is threatened
         to be made, a defendant or respondent in a proceeding.

                    (10) "Proceeding" means any threatened, pending or completed
         action, suit or proceeding, whether civil, criminal, administrative or
         investigative, and shall include any appeal therein.

                    (11) "Shareholder" means any person who is or was a
         shareholder of the corporation and any person who, while a shareholder
         of the corporation, is or was serving at the request of the corporation
         as a director, officer, partner, trustee, employee or agent of another
         enterprise.

               b)   Except as otherwise provided in this section, a corporation
         shall indemnify any person made a party to any proceeding, other than
         an action by or in the right of the corporation, by reason of the fact
         that he, or the person whose legal representative he is, is or was a
         shareholder, director, officer, employee or agent of the corporation,
         or an eligible outside party, against judgments, fines, penalties,
         amounts paid in settlement and reasonable expenses actually incurred by
         him, and the person whose legal representative he is, in connection
         with such proceeding. The corporation shall not so indemnify any such
         person unless (1) such person, and the person whose legal
         representative he is, was successful on the merits in the defense of
         any proceeding referred to in this subsection, or (2) it shall be
         concluded as provided in subsection (d) of this section that such
         person, and the person whose legal representative he is, acted in good
         faith and in a manner he reasonably believed to be in the best
         interests of the corporation or, in the case of a person serving as a
         fiduciary of an employee benefit plan or trust, either in the best
         interests of the corporation or in the best interests of the
         participants and beneficiaries of such employee benefit plan or trust
         and consistent with the provisions of such employee benefit plan or
         trust and, with respect to any criminal action or proceeding, that he
         had no reasonable cause to believe his conduct was unlawful, or (3) the
         court, on application as provided in subsection (e) of this section,
         shall have 

                                      II-3
7
         determined that in view of all the circumstances such person is fairly
         and reasonably entitled to be indemnified, and then for such amount as
         the court shall determine; except that, in connection with an alleged
         claim based upon his purchase or sale of securities of the corporation
         or of another enterprise, which he serves or served at the request of
         the corporation, the corporation shall only indemnify such person after
         the court shall have determined, on application as provided in
         subsection (e) of this section, that in view of all the circumstances
         such person is fairly and reasonably entitled to be indemnified, and
         then for such amount as the court shall determine. The termination of
         any proceeding by judgment, order, settlement, conviction or upon a
         plea of nolo contendre or its equivalent shall not, of itself, create a
         presumption that the person did not act in good faith or in a manner
         which he did not reasonably believe to be in the best interests of the
         corporation or of the participants and beneficiaries of such employee
         benefit plan or trust and consistent with the provisions of such
         employee benefit plan or trust, or, with respect to any criminal action
         or proceeding, that he had reasonable cause to believe that his conduct
         was unlawful.

               c) Except as otherwise provided in this section, a corporation
         shall indemnify any person made a party to any proceeding, by or in the
         right of the corporation, to procure a judgment in its favor by reason
         of the fact that he, or the person whose legal representative he is, is
         or was a shareholder, director, officer, employee or agent of the
         corporation, or an eligible outside party, against reasonable expenses
         actually incurred by him in connection with such proceeding in relation
         to matters as to which such person, or the person whose legal
         representative he is, is finally adjudged not to have breached his duty
         to the corporation, or where the court, on application as provided in
         subsection (e) of this section, shall have determined that in view of
         all the circumstances such person is fairly and reasonably entitled to
         be indemnified, and then for such amount as the court shall determine.
         The corporation shall not so indemnify any such person for amounts paid
         to the corporation, to a plaintiff or to counsel for a plaintiff in
         settling or otherwise disposing of a proceeding, with or without court
         approval; or for expenses incurred in defending a proceeding which is
         settled or otherwise disposed of without court approval.

               d) The conclusion provided for in subsection (b) of this section
         may be reached by any one of the following: (1) The board of directors
         of the corporation by a consent in writing signed by a majority of
         those directors who were not parties to such proceeding; (2)
         independent legal counsel selected by a consent in writing signed by a
         majority of those directors who were not parties to such proceeding;
         (3) in the case of any 

                                      II-4
8
         employee or agent who is not an officer or director of the corporation,
         the corporation's general counsel; or (4) the shareholders of the
         corporation by the affirmative vote of at least a majority of the
         voting power of shares not owned by parties to such proceeding,
         represented at an annual or special meeting of shareholders, duly
         called with notice of such purpose stated. Such person shall also be
         entitled to apply to a court for such conclusion, upon application as
         provided in subsection (e), even though the conclusion reached by any
         of the foregoing shall have been adverse to him or to the person whose
         legal representative he is.

               e) Where an application for indemnification or for a conclusion
         as provided in this section is made to a court, it shall be made to the
         court in which the proceeding is pending or to the superior court for
         the judicial district where the principal office of the corporation is
         located. The application shall be made in such manner and form as may
         be required by the applicable rules of the court or, in the absence
         thereof, by direction of the court. The court may also direct that
         notice be given in such manner as it may require at the expense of the
         corporation to the shareholders of the corporation and to such other
         persons as the court may designate. In the case of an application to a
         court in which a proceeding is pending in which the person seeking
         indemnification is a party by reason of the fact that he, or the person
         whose legal representative he is, is or was serving at the request of
         the corporation as a director, partner, trustee, officer, employee or
         agent of another enterprise, or as a fiduciary of an employee benefit
         plan or trust maintained for the benefit of employees of any other
         enterprise, timely notice of such application shall be given by such
         person to the corporation.

               f) Expenses which may be indemnifiable under this section
         incurred in defending a proceeding may be paid by the corporation in
         advance of the final disposition of such proceeding as authorized by
         the board of directors upon agreement by or on behalf of the
         shareholder, director, officer, employee, agent or eligible outside
         party, or his legal representative, to repay such amount if he is later
         found not entitled to be indemnified by the corporation as authorized
         in this section.

               g) A corporation shall not indemnify any shareholder, director,
         officer, employee, agent or eligible outside party, other than a
         shareholder, director, officer, employee, agent or eligible outside
         party who is or was serving at the request of the corporation as a
         director, officer, partner, trustee, employee or agent of another
         enterprise, against judgments, fines, penalties, amounts paid in
         settlement and expenses to an extent either greater or less than that
         authorized in this section. No provision made a part 

                                      II-5
9
         of the certificate of incorporation, the by-laws, a resolution of
         shareholders or directors, an agreement, or otherwise on or after
         October 1, 1982, shall be valid unless consistent with this section.
         Notwithstanding the foregoing, the corporation may procure insurance
         providing greater indemnification and may share the premium cost with
         any shareholder, director, officer, employee, agent or eligible outside
         party on such basis as may be agreed upon. The rights and remedies
         provided in this section shall be exclusive.

         In addition to the foregoing, the Company maintains officers and
directors liability insurance coverage in the amount of [$6.5 million] which
insures the Company's officers and directors against loss incurred by them for
claims which they may become legally obligated to pay for any error,
misstatement, act, omission, neglect or breach of duty while acting individually
or collectively as directors or officers of the Company.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

             Not applicable.

ITEM 8(A).  EXHIBITS

       5.*    Opinion of Cummings & Lockwood.

       23A*   Consent of KPMG Peat Marwick LLP.

       23B*   Consent of Cummings & Lockwood.  (Included as part of Exhibit 5).
              

       24     Power of Attorney (set forth under "Signatures" in this 
              Registration Statement).

       99A*   Analysis & Technology, Inc. Deferred Compensation Plan

ITEM 9.               UNDERTAKINGS

                      a)  The Company hereby undertakes:

                          (1)  To file, during any period in which offers or 
         sales are being made, a post-effective amendment to this Registration
         Statement to include 

- -------------------------
* Denotes filed herewith.

                                      II-6
10
         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;

                          (2) That, for the purpose of determining any liability
         under the Securities Act of 1933, 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 Company hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Company's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934, as amended, (and, where
         applicable, each filing of an employee benefit plan's annual report
         pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
         amended) that is incorporated by reference in the Registration
         Statement shall be deemed to be a new registration statement relating
         to the securities offered herein, and the offering of such securities
         at that time shall be deemed to be the initial bona fide offering
         thereof.

                    (h)   Insofar as indemnification for liabilities arising
         under the Securities Act of 1933 may be permitted to directors,
         officers and controlling persons of the Company pursuant to the
         foregoing provisions, or otherwise, the Company has been advised that
         in the opinion of the Securities and Exchange Commission such
         indemnification is against public policy as expressed in that Act and
         is, therefore, unenforceable. In the event that a claim for
         indemnification against such liabilities (other than the payment by the
         Company of expenses incurred or paid by a director, officer or
         controlling person of the Company 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 Company 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 Act and will be governed by the final
         adjudication of such issue.

                                      II-7
11
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company 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 the Town of North Stonington, State of Connecticut, on June
4, 1996.

                                                 ANALYSIS & TECHNOLOGY, INC.

                                                 /s/  GARY P. BENNETT
                                                 -------------------------------
                                                 By:  Gary P. Bennett
                                                      Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the Town of North Stonington, State of
Connecticut, on June 4, 1996.

                                                 ANALYSIS & TECHNOLOGY, INC.
                                                 DEFERRED COMPENSATION PLAN

                                                 /s/  THOMAS M. DOWNIE
                                                 -------------------------------
                                                 By:  Thomas M. Downie
                                                      Committee Member

                                POWER OF ATTORNEY

          We, the undersigned officers and directors of Analysis & Technology,
Inc., hereby severally constitute Gary P. Bennett and David M. Nolf, and each of
them singly, as our attorneys-in-fact with full power to them, and each of them
singly, to sign for us and in our names, in the capacities indicated below, any
and all amendments to this Registration Statement and, in general, to do all
such things in our names and behalf and in our capacities as officers and
directors to enable Analysis & Technology, Inc. to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, including the filing of such amendments, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, and all that our said attorneys may do or cause
to be done by virtue hereof.

                                      II-8
12
          WITNESS our hand and seal on the dates set forth below.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

/s/ GARY P. BENNETT                                June 4, 1996
- -------------------------------------      -------------------------------------
Gary P. Bennett
President, Chief Executive Officer 
and Director (Principal Executive 
Officer)

/s/ DAVID M. NOLF                                  June 4, 1996
- -------------------------------------      -------------------------------------
David M. Nolf, Executive Vice
President, Chief Financial and
Administrative Officer and Director
(Principal Financial Officer and
Principal Accounting Officer)

/s/ JAMES B. FOX                                   June 4, 1996
- -------------------------------------      -------------------------------------
James B. Fox, Director

/s/ LARRY M. FOX                                   June 4, 1996
- -------------------------------------      -------------------------------------
Larry M. Fox, Director

/s/ NELDA S. NARDONE                               June 4, 1996
- -------------------------------------      -------------------------------------
Nelda S. Nardone, Director

/s/ THURMAN F. NAYLOR                              June 4, 1996
- -------------------------------------      -------------------------------------
Thurman F. Naylor, Director

/s/ DENNIS G. PUNCHES                              June 5, 1996
- -------------------------------------      -------------------------------------
Dennis G. Punches, Director

                                      II-9
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                           ANALYSIS & TECHNOLOGY, INC.

                       Registration Statement on Form S-8
                        Under the Securities Act of 1933

                                    EXHIBITS
14
                                INDEX TO EXHIBITS

Exhibit
Number            Description of Documents
- ------            ------------------------
  5               Opinion of Cummings & Lockwood

 23A              Consent of KPMG Peat Marwick LLP

 23B              Consent of Cummings & Lockwood (included in Exhibit 5)

 24               Power of Attorney (set forth on the signature page)

 99A              Analysis & Technology, Inc. Deferred Compensation Plan