content: <PAGE>   1
      As filed with the Securities and Exchange Commission on February 14, 2001
  
                                                   Registration No. 333-__________
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
  
                                ANALOGIC CORPORATION
                                --------------------
               (Exact name of registrant 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)
  
  
  
                Key Employee Stock Bonus Plan Dated October 12, 2000
                ----------------------------------------------------
                              (Full Title of the Plan)
  
  
  
                                   Gene M. Bauer
                                   Vice President and General Counsel
                                   Analogic Corporation
                                   8 Centennial Drive
                                   Peabody, MA 01960
                                   (978) 977-3000
  
  (Name, address, and telephone number, including area code, of agent for service)
  
  
  
  
  
  
                                CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  
                                                                         Proposed          Proposed
       Title of                                                           Maximum           Maximum
   Securities to be                                    Amount to be     Offering Price      Aggregate         Amount of
      Registered                                       Registered        per Share       Offering Price   Registration Fee
  -------------------                               ----------------   ---------------   --------------   -----------------
  <S>                                               <C>                <C>              <C>               <C>
  Common Stock,                                     100,000 shares     $40.375(1)       $4,037,500.00         $1,009.38
  $.05 par value
  per share
  </TABLE>
  
  
  ----------
  1. The price of $40.375 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 February 9, 2001 is set forth
  solely for purposes of calculating the filing fee.
  
  
  <PAGE>   2
  
  
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1. PLAN INFORMATION.
  
       Documents containing the information specified in this Item 1 will be sent
  or given to each employee of Analogic Corporation (the "Registrant")
  participating 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 participating 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>   3
  
  
  
  
                                       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, 2000;
  
       (b)  The Registrant's Amendment No. 1 on Form 10-K/A to its Annual Report
            on Form 10-K for the fiscal year ended July 31, 2000;
  
       (c)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
            ended October 31, 2000; and
  
       (d)  The description of the Registrant's common stock, par value $.05 per
            share (the "Common Stock"), contained in the registration statement on
            Form 8-A filed 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, shall be deemed to be incorporated by reference and to be a
  part hereof from the date of filing of such documents.
  
  
  
                                        -2-
  <PAGE>   4
  
  
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
  
       Not applicable.
  
  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 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
  
                                        -3-
  <PAGE>   5
  
  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.
  
       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.
  
  
                                        -4-
  <PAGE>   6
  
  
       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 some of its directors, and may from time to
  time enter into similar agreements with executive officers who are not
  directors.
  
       Pursuant to the Indemnification Agreements, the Registrant has agreed to
  indemnify each director if he is a party to or is threatened to be made a party
  to or is otherwise involved in any proceeding against all losses and expenses
  incurred by him in connection with the defense or settlement of the proceedings.
  In general, the term "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,
  
                                        -5-
  <PAGE>   7
  
  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
  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.
  
  
                                        -6-
  <PAGE>   8
  
  
       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 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
  
                                        -7-
  <PAGE>   9
  
  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.
  
        Insofar as indemnification for liabilities arising under the Act 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
  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 Hale and Dorr, LLP
  
                     23.1       Consent of Hale and Dorr, LLP (contained in
                                Exhibit 5.1)
  
                     23.2       Consent of PricewaterhouseCoopers LLP
  
                     24.1       Powers of Attorney
  
  
  
  
  
                                        -8-
  <PAGE>   10
  
  
  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 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. Notwithstanding the
  foregoing, any increase or decrease in volume of securities offered (if the
  total dollar value of securities offered would not exceed that which was
  registered) and any deviation from the low or high end of the estimated maximum
  offering range may be reflected in the form of prospectus filed with the
  Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
  and price represent no more than 20 percent change in the maximum aggregate
  offering price set forth in the "Calculation of Registration Fee" table in the
  effective 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 required to be included in a post-effective amendment
  by those subparagraphs is contained in periodic reports filed by the
  
                                        -9-
  <PAGE>   11
  
  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 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 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 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 the opinion of the Commission such indemnification is against
  public policy as expressed in the Act and is, therefore, unenforceable. In the
  
  
                                        -10-
  <PAGE>   12
  
  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 Act and
  will be governed by the final adjudication of such issue.
  
  
  
  
                                        -11-
  <PAGE>   13
  
  
  
  
  
                                     Signatures
                                     ----------
  
       Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Peabody, Massachusetts, on February 14, 2001.
  
                                      ANALOGIC CORPORATION
  
                                      By:  Thomas J. Miller, Jr.
                                         -----------------------------
                                         Thomas J. Miller, Jr.
                                         President
  
       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 February 14, 2001.
  
  SIGNATURE                    CAPACITY
  ---------                    --------
  Thomas J. Miller, Jr.       Director and President(Principal Executive Officer)
  ----------------------
  Thomas J.Miller, Jr.
  
  John J. Millerick           Sr. Vice President and Treasurer
  ----------------------      (Principal Financial and Accounting
  John J. Millerick           Officer)
  
  
  Bernard M. Gordon           Director and Chairman of the
                              Board of Directors*
  
  M. Ross Brown               Director*
  
  
  John A. Tarello             Director*
  
  
  Bruce W. Steinhauer, M.D.   Director*
  
  
  Edward F. Voboril           Director*
  
  
  Gerald L. Wilson            Director*
  
  
  Julian Soshnick             Director*
  
  
  *By  Gene M. Bauer
     ----------------
        Gene M. Bauer
        Attorney-in-fact
  
  
  
  
                                        -12-
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metadata_filer: {"company-data": {"conformed-name": "ANALOGIC CORP", "cik": "0000006284", "assigned-sic": "3825", "irs-number": "042454372", "state-of-incorporation": "MA", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55588", "film-number": "1543266"}, "business-address": {"street1": "8 CENTENNIAL DR", "city": "PEABODY", "state": "MA", "zip": "01960", "phone": "5089773000"}}
text: 1
      As filed with the Securities and Exchange Commission on February 14, 2001
  
                                                   Registration No. 333-__________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                ANALOGIC CORPORATION
                                --------------------
               (Exact name of registrant 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)
  
                Key Employee Stock Bonus Plan Dated October 12, 2000
                ----------------------------------------------------
                              (Full Title of the Plan)
  
                                   Gene M. Bauer
                                   Vice President and General Counsel
                                   Analogic Corporation
                                   8 Centennial Drive
                                   Peabody, MA 01960
                                   (978) 977-3000
  
  (Name, address, and telephone number, including area code, of agent for service)
  
                                CALCULATION OF REGISTRATION FEE
  Proposed          Proposed
       Title of                                                           Maximum           Maximum
   Securities to be                                    Amount to be     Offering Price      Aggregate         Amount of
      Registered                                       Registered        per Share       Offering Price   Registration Fee
  -------------------                               ----------------   ---------------   --------------   -----------------
  Common Stock,                                     100,000 shares     $40.375(1)       $4,037,500.00         $1,009.38
  $.05 par value
  per share
  ----------
  1. The price of $40.375 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 February 9, 2001 is set forth
  solely for purposes of calculating the filing fee.
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1. PLAN INFORMATION.
  
       Documents containing the information specified in this Item 1 will be sent
  or given to each employee of Analogic Corporation (the "Registrant")
  participating 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 participating 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.
  3
  
                                       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, 2000;
  
       (b)  The Registrant's Amendment No. 1 on Form 10-K/A to its Annual Report
            on Form 10-K for the fiscal year ended July 31, 2000;
  
       (c)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
            ended October 31, 2000; and
  
       (d)  The description of the Registrant's common stock, par value $.05 per
            share (the "Common Stock"), contained in the registration statement on
            Form 8-A filed 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, shall be deemed to be incorporated by reference and to be a
  part hereof from the date of filing of such documents.
  
                                        -2-
  4
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
  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 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
  
                                        -3-
  5
  
  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.
  
       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.
  
                                        -4-
  6
  
       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 some of its directors, and may from time to
  time enter into similar agreements with executive officers who are not
  directors.
  
       Pursuant to the Indemnification Agreements, the Registrant has agreed to
  indemnify each director if he is a party to or is threatened to be made a party
  to or is otherwise involved in any proceeding against all losses and expenses
  incurred by him in connection with the defense or settlement of the proceedings.
  In general, the term "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,
  
                                        -5-
  7
  
  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
  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.
  
                                        -6-
  8
  
       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 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
  
                                        -7-
  9
  
  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.
  
        Insofar as indemnification for liabilities arising under the Act 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
  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 Hale and Dorr, LLP
  
                     23.1       Consent of Hale and Dorr, LLP (contained in
                                Exhibit 5.1)
  
                     23.2       Consent of PricewaterhouseCoopers LLP
  
                     24.1       Powers of Attorney
  
                                        -8-
  10
  
  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 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. Notwithstanding the
  foregoing, any increase or decrease in volume of securities offered (if the
  total dollar value of securities offered would not exceed that which was
  registered) and any deviation from the low or high end of the estimated maximum
  offering range may be reflected in the form of prospectus filed with the
  Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
  and price represent no more than 20 percent change in the maximum aggregate
  offering price set forth in the "Calculation of Registration Fee" table in the
  effective 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 required to be included in a post-effective amendment
  by those subparagraphs is contained in periodic reports filed by the
  
                                        -9-
  11
  
  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 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 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 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 the opinion of the Commission such indemnification is against
  public policy as expressed in the Act and is, therefore, unenforceable. In the
  
                                        -10-
  12
  
  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 Act and
  will be governed by the final adjudication of such issue.
  
                                        -11-
  13
  
                                     Signatures
                                     ----------
  
       Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Peabody, Massachusetts, on February 14, 2001.
  
                                      ANALOGIC CORPORATION
  
                                      By:  Thomas J. Miller, Jr.
                                         -----------------------------
                                         Thomas J. Miller, Jr.
                                         President
  
       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 February 14, 2001.
  
  SIGNATURE                    CAPACITY
  ---------                    --------
  Thomas J. Miller, Jr.       Director and President(Principal Executive Officer)
  ----------------------
  Thomas J.Miller, Jr.
  
  John J. Millerick           Sr. Vice President and Treasurer
  ----------------------      (Principal Financial and Accounting
  John J. Millerick           Officer)
  
  Bernard M. Gordon           Director and Chairman of the
                              Board of Directors*
  
  M. Ross Brown               Director*
  
  John A. Tarello             Director*
  
  Bruce W. Steinhauer, M.D.   Director*
  
  Edward F. Voboril           Director*
  
  Gerald L. Wilson            Director*
  
  Julian Soshnick             Director*
  
  *By  Gene M. Bauer
     ----------------
        Gene M. Bauer
        Attorney-in-fact
  
                                        -12-