<PAGE>
 
     As filed with the Securities and Exchange Commission on April 29, 1994

                                                  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 of                (IRS Employer Identification No.)
 incorporation or organization)

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

                 1993 Key Employee Incentive Stock Option Plan
                 ---------------------------------------------
                            (Full Title of the Plan)

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

                            Julian Soshnick
                            General Counsel
                            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:
                        --------------------------------
                            Frederic J. Marx, Esq.
                            Hemenway & Barnes
                            60 State Street
                            Boston, MA 02109

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

                        CALCULATION OF REGISTRATION FEES

<TABLE>
<CAPTION>
============================================================================== 
 Type of Securities     Amount to be    Proposed     Proposed     Amount of
  to be Registered       Registered     Maximum      Maximum     Registration 
                                        Offering     Aggregate       Fee
                                        price per    Offering
                                          Share        Price
- -------------------------------------------------------------------------------
<S>                          <C>          <C>         <C>           <C>
Common Stock, $.05 par       500,000     $16.00/1/   $8,000,000.00  $2,758.64
 value per share             shares
================================================================================
</TABLE>

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

1. The price of $16.00 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 April 26, 1994 is set
   forth solely for purposes of calculating the filing fee.
<PAGE>
 
                                     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 employee 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 employee 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.
<PAGE>
 
                                    PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 
     There are incorporated herein by reference the following documents and
materials previously filed with the Commission:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
          ended July 31, 1993;

     (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
          quarter ended October 31, 1993;

     (c)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
          quarter ended January 31, 1994;

     (d)  The Registrant's Current Report on Form 8-K filed with the
          Securities and Exchange Commission on February 12, 1994; and

     (e)  The description of the Registrant's common stock, par value $.05
          per share (the "Common Stock"), contained in the registration
          statement filed on Form 8-A filed on December 11, 1972 under
          Section 12 of the Securities Exchange Act of 1934, as amended
          (the "Exchange Act"), by Registrant, 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,

                                      -2-
<PAGE>
 
shall be deemed to be incorporated by reference 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.
         -------------------------------------- 
     Lawrence T. Perera, Esq., a partner at Hemenway & Barnes, is the
trustee of several trusts which in the aggregate own 2,800 shares of the
Common Stock.

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

                                      -3-
<PAGE>
 
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.

                                      -4-
<PAGE>
 
     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

                                      -5-
<PAGE>
 
general, the term "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, judgements, 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

                                      -6-
<PAGE>
 
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 otherwise

                                      -7-
<PAGE>
 
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

                                      -8-
<PAGE>
 
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 Hemenway & Barnes

             10.1               1993 Key Employee Incentive
                                Stock Option Plan
 
             23.1               Consent of Hemenway & Barnes
                                (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 subparagraphs (i) and (ii), above, do not
apply if the information

                                      -9-
<PAGE>
 
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 provision, or
otherwise, the Registrant has been advised that in

                                      -10-
<PAGE>
 
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.

                                      -11-
<PAGE>
 
                                 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 April 27, 1994.

                                      ANALOGIC CORPORATION


                                      By:  Bernard M. Gordon
                                         -------------------------
                                         Bernard M. Gordon
                                         President 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 April 27, 1994.

SIGNATURE                        CAPACITY
- ---------                        --------

 Bernard M. Gordon               Chairman of the Board of Directors,
- --------------------                                             
Bernard M. Gordon                President (Principal Executive Officer)


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


M. Ross Brown                    Director, Vice President*


Bruce R. Rusch                   Director, Vice President*


Bruce W. Steinhauer, M.D.        Director*


Edward F. Voboril                Director*


Gerald L. Wilson                 Director*


*By  Julian Soshnick             April 27, 1994
   ------------------                      
     Julian Soshnick
     Attorney-in-fact

                                      -12-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23599}]
{"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": "033-53381", "film-number": "94525383"}, "business-address": {"street1": "8 CENTENNIAL DR", "city": "PEABODY", "state": "MA", "zip": "01960", "phone": "5089773000"}}
As filed with the Securities and Exchange Commission on April 29, 1994

                                                  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 of                (IRS Employer Identification No.)
 incorporation or organization)

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

                 1993 Key Employee Incentive Stock Option Plan
                 ---------------------------------------------
                            (Full Title of the Plan)

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

                            Julian Soshnick
                            General Counsel
                            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:
                        --------------------------------
                            Frederic J. Marx, Esq.
                            Hemenway & Barnes
                            60 State Street
                            Boston, MA 02109

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

                        CALCULATION OF REGISTRATION FEES
============================================================================== 
 Type of Securities     Amount to be    Proposed     Proposed     Amount of
  to be Registered       Registered     Maximum      Maximum     Registration 
                                        Offering     Aggregate       Fee
                                        price per    Offering
                                          Share        Price
- -------------------------------------------------------------------------------
Common Stock, $.05 par       500,000     $16.00/1/   $8,000,000.00  $2,758.64
 value per share             shares
================================================================================
- ------------------

1. The price of $16.00 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 April 26, 1994 is set
   forth solely for purposes of calculating the filing fee.
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 employee 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 employee 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.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 
     There are incorporated herein by reference the following documents and
materials previously filed with the Commission:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
          ended July 31, 1993;

     (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
          quarter ended October 31, 1993;

     (c)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
          quarter ended January 31, 1994;

     (d)  The Registrant's Current Report on Form 8-K filed with the
          Securities and Exchange Commission on February 12, 1994; and

     (e)  The description of the Registrant's common stock, par value $.05
          per share (the "Common Stock"), contained in the registration
          statement filed on Form 8-A filed on December 11, 1972 under
          Section 12 of the Securities Exchange Act of 1934, as amended
          (the "Exchange Act"), by Registrant, 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,

                                      -2-
shall be deemed to be incorporated by reference 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.
         -------------------------------------- 
     Lawrence T. Perera, Esq., a partner at Hemenway & Barnes, is the
trustee of several trusts which in the aggregate own 2,800 shares of the
Common Stock.

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

                                      -3-
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.

                                      -4-
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

                                      -5-
general, the term "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, judgements, 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

                                      -6-
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 otherwise

                                      -7-
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

                                      -8-
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 Hemenway & Barnes

             10.1               1993 Key Employee Incentive
                                Stock Option Plan
 
             23.1               Consent of Hemenway & Barnes
                                (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 subparagraphs (i) and (ii), above, do not
apply if the information

                                      -9-
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 provision, or
otherwise, the Registrant has been advised that in

                                      -10-
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.

                                      -11-
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 April 27, 1994.

                                      ANALOGIC CORPORATION

                                      By:  Bernard M. Gordon
                                         -------------------------
                                         Bernard M. Gordon
                                         President 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 April 27, 1994.

SIGNATURE                        CAPACITY
- ---------                        --------

 Bernard M. Gordon               Chairman of the Board of Directors,
- --------------------                                             
Bernard M. Gordon                President (Principal Executive Officer)

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

M. Ross Brown                    Director, Vice President*

Bruce R. Rusch                   Director, Vice President*

Bruce W. Steinhauer, M.D.        Director*

Edward F. Voboril                Director*

Gerald L. Wilson                 Director*

*By  Julian Soshnick             April 27, 1994
   ------------------                      
     Julian Soshnick
     Attorney-in-fact

                                      -12-