
<PAGE>   1
 
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                   FORM 10-K
 
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                                EXCHANGE ACT OF 1934
 
                   FOR THE FISCAL YEAR ENDED: MARCH 31, 1997
 
                                       OR
 
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                                EXCHANGE ACT OF 1934
 
                         FOR THE TRANSITION PERIOD FROM
                                 ---------- TO ----------
 
                        COMMISSION FILE NUMBER: 0-14161
 
                            ------------------------
 
                          ANALYSIS & TECHNOLOGY, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                               <C>
                 CONNECTICUT                                        95-2579365
       (STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)
 
                   ROUTE 2                                            06359
                 P.O. BOX 220                                       (ZIP CODE)
        NORTH STONINGTON, CONNECTICUT
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
 
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (860) 599-3910
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, NO PAR
VALUE
 
                            ------------------------
 
     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [ ]
 
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
 
     The aggregate market value of the common stock held by shareholders
considered by the registrant for this purpose to be non-affiliates of the
registrant on June 1, 1997 was approximately $30,215,355, based upon the last
reported sales price of the common stock on The Nasdaq Stock Market, Inc. on
that date.
 
     Number of shares of common stock, no par value, outstanding at June 6,
1997: 2,320,021
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
     The following documents are hereby incorporated herein by reference:
 
     Certain information in Parts I and II of the Form 10-K is incorporated by
reference from the registrant's 1997 Annual Report to Shareholders.
 
     Certain information in Part III of the Form 10-K is incorporated by
reference from the registrant's Proxy Statement for the 1997 Annual Meeting of
Shareholders to be held on August 5, 1997.
================================================================================
<PAGE>   2
 
                                     PART I
 
ITEM 1.  BUSINESS
 
GENERAL
--------
 
     Analysis & Technology, Inc. (the "Company") was incorporated in Connecticut
in 1969. The Company initially provided tactical analysis to the Office of Naval
Research and sonar analysis to the Naval Underwater Systems Center, now known as
the Naval Undersea Warfare Center. During the past twenty-eight years, the
Company, including subsidiaries, has expanded its business to provide system and
engineering technologies services and products, interactive multimedia training
systems, and information technology services for the military, civil government
agencies, and private industry.
 
     The Company is implementing a strategic plan to continue building its
business with the Department of Defense ("DOD") while transferring its expertise
in interactive multimedia training systems and information technologies to
additional government and commercial markets. In recent years, the Company has
created several new business units through internal development and acquisition
in connection with the implementation of this strategic plan and may create or
acquire additional business units in the future.
 
     The Company has the following wholly owned subsidiaries:
 
     - Interactive Media Corp ("IAM"), formerly named Applied Science
       Associates, Inc., which designs and implements training programs for
       private industry and government;
 
     - Integrated Performance Decisions, Inc. ("IPD"), which develops and
       implements performance decision software products for U.S. Navy (the
       "Navy") customers and provides software and information technology
       products and services for commercial customers. In fiscal 1995, IPD
       formed a Canadian subsidiary, Numerical Decisions Group, Inc., to perform
       similar work, primarily for the Canadian Government; and
 
     - Analysis & Technology Australia Pty. Ltd. and Analysis & Technology
       International Corporation, each of which provides training systems to
       international markets.
 
     The corporate office of the Company is located in North Stonington,
Connecticut. The Company presently employs 1,502 full-time employees in the
United States, Australia, and Canada.
 
     In February 1986, the Company conducted an underwritten public offering of
its common shares. Since that time, the Company's stock has traded on The Nasdaq
Stock Market, Inc. under the symbol AATI.
 
SERVICES AND PRODUCTS
-----------------------
 
     The Company provides professional and technical services to commercial and
government clients. The three main categories of the Company's business are
system and engineering technologies services and products, interactive
multimedia training systems, and information technologies services. Although
separately described below, these categories overlap and should not be
considered separate and distinct areas of business. The Company is organized
along these service and product lines. The descriptions set forth below reflect
this organization.
<PAGE>   3
 
ENGINEERING SERVICES AND PRODUCTS
 
     The Company provides system and engineering services and products primarily
to the Navy and, to a lesser extent, to other military and government agency
customers. The Company's engineering services are provided in the general areas
of engineering technologies and system technologies. Each area is described
below.
 
     Engineering Technologies
 
          The Company provides design, analytical, and experimental studies in
     several engineering technology areas. These are performed primarily for the
     Navy and to a lesser extent for commercial customers.
 
          Company engineers and scientists support the Navy in engineering
     technologies related to the development of submarines and surface ships.
     The Company provides services in acoustics, applied mechanics, materials,
     machinery research and development, and naval architecture. In acoustics,
     the Company provides the full spectrum of noise control engineering,
     structural acoustic analysis, and experimental acoustics support. Applied
     mechanics engineers design, analyze, and test a wide variety of structures
     and equipment in a multitude of dynamic environments with particular
     emphasis on ship survivability. In materials, the Company's engineers
     design treatments to reduce acoustic signature and design composite
     structures for submarines and surface ships. The Company's machinery
     research and development engineers are involved in analyzing and testing
     advanced electrical and mechanical systems for naval applications. The
     Company's naval architects offer professional naval architecture and marine
     engineering services for the complete range of ships, submarines and
     submersibles, advanced marine vehicles, small craft, and yachts. They also
     develop and market naval architectural software packages, as well as custom
     software applications for the commercial marine field.
 
          Company engineers design, develop, implement, and analyze signal
     processing algorithms related to submarine and surface ship combat systems.
     The algorithms are developed to estimate target range, bearing, course,
     speed, and depth, as well as other variables such as frequency of the
     acoustic signal. Company engineers also develop, implement, and verify
     digital signal processing systems for both military and commercial
     customers. The work involves active and passive processing systems, custom
     high-speed spectrum analyzers, and other software systems for commercial
     off-the-shelf ("COTS") hardware. Company software and hardware engineers
     integrate complex COTS products throughout the engineering process, from
     research and development through installation and testing.
 
     System Technologies
 
          The primary areas of emphasis within system technologies are system
     design, development, and life cycle support which include requirements
     analysis, system engineering and integration, test and evaluation, training
     and documentation, and in-service engineering support.
 
          Requirements analysis includes assessment of mission requirements,
     systems performance criteria, specifications review and development, and
     trade-off analysis to determine cost versus performance benefits.
 
          System engineering and integration tasks typically include system
     design; prototype development, including modeling and simulation;
     acquisition support; reliability, maintainability, and availability trade-
     offs; hardware and software systems development to support combat systems'
     operability; and new technology planning and implementation.
 
          As a part of test and evaluation, Company engineers and analysts are
     involved in the design and development of laboratory and at-sea test
     procedures to assess functional and operational performance at the
     hardware, software, and integrated systems level. Duties include dockside
     and at-sea test conduct, data acquisition, and performance analysis of test
     data.
 
          In-service engineering support addresses the life cycle maintenance
     and support of deployed systems. Company engineers and technicians are
     involved in equipment installation and check-out; configuration
 
                                        2
<PAGE>   4
 
     management; integrated logistics support; system upgrades and
     modifications; systems' grooming, repair, rebuilding and refurbishing
     at-sea, dockside, and at Company facilities.
 
          Company instructional designers and engineers support a broad range of
     military training needs including training requirements analysis and
     curricula development for enlisted and officer personnel addressing
     maintenance, operability and tactics; training conducted ashore and at-sea;
     and personnel performance evaluation and analysis.
 
          Closely aligned to the Company's training tasks are the development
     and revision of tactical documentation for the Navy's submarine, surface
     ship, and air commands. Much of this work involves planning and evaluating
     exercises at sea; deriving information on system, platform, and battle
     group performance; and incorporating this information into applicable
     tactical doctrine.
 
          In response to acquisition reform initiatives within the DOD, Company
     engineers integrate COTS technology into naval systems, controlling costs
     while improving system performance. These efforts include COTS software
     applications development; hardware fabrication; and prototype,
     pre-production, and limited production custom product development to
     support rapid COTS systems introduction to the fleet.
 
INTERACTIVE MULTIMEDIA TRAINING SYSTEMS
 
     The Company employs interactive multimedia technology in designing,
developing, and implementing instructional training and delivery systems, and
performance support systems for defense, civil government, and commercial
customers. Interactive multimedia technology is computer-based and includes
computer-generated graphics and animation, full-motion video, and high-fidelity
audio. The Company's instructional design capability is utilized to ensure that
training materials developed will produce the desired learning result.
 
     Instructional training and delivery systems employ interactive multimedia
technology in a stand-alone, networked, or embedded systems environment. These
systems allow students to proceed at their own pace, at their own work site and,
in general, achieve training objectives more quickly than with non-interactive
forms of training. The Company develops applications software, computer-based
networks, and enterprise-wide data bases to meet customer training objectives.
Company employees are experienced in web-based training, human factors
engineering, software engineering, graphic design, video production, distance
learning, and performance support systems. The Company's capabilities in
database development and networked communications are used in its web-based
training delivery work.
 
     When developing performance support systems, the Company employs
interactive multimedia technology including interactive electronic documentation
to provide job aids, just-in-time training, and on-line reference materials.
Applications include engineering design, equipment maintenance, and systems
operability support. Company training specialists and engineers design, develop,
and implement performance support systems for both commercial and military
applications in order to improve productivity and leverage work experience and
system knowledge across the workforce.
 
     The Company's training organization currently includes personnel within the
Company's defense-related operations and in the Company's subsidiary, IAM. The
Company plans to transfer training personnel from its defense-related operations
to IAM during fiscal 1998.
 
INFORMATION TECHNOLOGY
 
     In the defense market, the Company provides information technology products
and services, largely for C(4)I (command, control, communications, computers,
and intelligence): the infrastructure of networks and data that enables military
personnel to make the best planning and combat decisions possible. The Company's
work involves software development, telecommunications/networking, database
systems, decision aids, COTS product integration, training, simulation and
modeling, data fusion, imaging systems, fleet support, and acquisition
management. The Company assists commercial customers in implementing networking,
groupware and document imaging and retrieval solutions.
 
                                        3
<PAGE>   5
 
     Company engineers and programmers create real-time, object-oriented
applications software in an open architecture environment. They design and
develop software for the event-triggered computation and analysis of
mission-critical data. They also develop, integrate, document, and test software
and develop tactical performance aids for submarines, surface ships, aircraft,
and land-based facilities. This software supports real-time data collection,
performance modeling, data analysis, and rapid decision making.
 
     Communications and connectivity services involve distributing real-time
data across geographically dispersed sites to support decision making. For
example, Company-developed systems are used to process satellite meteorological
data with the primary goal of forecasting weather systems that would adversely
affect operations in and around a conflict area.
 
     In addition, Company-developed modeling and simulation are used to train
combatants prior to exposure to actual operational environments. The training
materials include three dimensional graphical images that run on
Company-designed systems using COTS hardware and software.
 
     Database management services are provided to support complex systems,
programs, and organizations for the Navy and other customers. Computerized
databases are developed to support acquisition strategy development, risk
analysis, decision making, and to fulfill extensive reporting requirements. They
also support program planning and scheduling, engineering change assessment and
control, inventory control, equipment maintenance, financial control and budget
justification, and documentation libraries.
 
     The Company's IPD subsidiary is the largest provider of information
technology services within the Company.
 
     Automation Software Incorporated ("ASI"), the Company's joint venture with
Brown & Sharpe Manufacturing Company, provides software to the precision
measurement (metrology) industry for data collection and analysis and to the
factory automation market for inspection and manufacturing operations.
 
CONTRACTS
----------
 
     The Company generates a substantial amount of its revenue from contracts
with agencies of the U.S. Government (the "Government"). Government contracts
obtained by the Company are generally competitive in nature, and are usually
awarded on the basis of price and technical capability, and may be awarded to
more than one company. Contracts typically provide for either a general range of
tasks to be performed over a number of years or for specific services to be
provided over a shorter period. While task-type contracts have an absolute
dollar ceiling, the customer has complete discretion to allocate the funds among
the range of contracted tasks. Additionally, many of the Company's contracts
require the issuance of delivery orders, the periodic addition of funds, or the
exercise of annual options by the customer.
 
     The Company's contracts with the Government typically are structured as one
of the following: (i) cost-reimbursement; (ii) time-and-materials; or (iii)
fixed-price.
 
     Under cost-reimbursement contracts, the customer reimburses the Company for
contracted costs within cost categories permitted by Government regulations. The
Company is paid a fee in addition to its costs. Reimbursable costs include
direct labor and other direct costs, allocated overhead, and general and
administrative costs, but exclude interest expense, donations, and certain other
costs. Indirect costs are reimbursed at the lower of actual or estimated costs,
and if the Company revises its estimated costs, the revised cost estimates will
be applied prospectively to previously executed cost-reimbursement contracts.
The fee is either fixed at the time of award (fixed-fee), at a fixed hourly rate
paid as hours of service are provided (hourly-fee), or is awarded based on
performance, at the sole discretion of the Government (award-fee). The majority
of the Company's cost-reimbursement contracts are either cost-plus-fixed-fee or
cost-plus-hourly-fee contracts. The contracts may either require completion of
defined tasks or delivery of a specific number of hours of service. The current
trend continues to be to contracts of the latter type. The total of the cost and
the fee cannot exceed the ceiling set forth in the contract. If a contracted
task has not been completed or the specific number of hours of service have not
been delivered at the time the authorized cost is expended, the Company may be
required to complete the work and will be reimbursed for the additional costs
but will not
 
                                        4
<PAGE>   6
 
receive an additional fee or the fee may be prorated proportionately to the
number of hours actually provided. To date, the impact of such revisions has not
been material.
 
     Under time-and-materials contracts, the customer pays a fixed rate per hour
for a specified number of hours. These fixed rates are intended to cover salary
costs attributable to work performed on the contract and related indirect
expenses, as well as a fee. To the extent the Company's costs differ from those
assumed in the fixed rate, the Company may experience higher or lower profit
margins than anticipated, or may realize a loss. The Company is reimbursed
separately for other direct costs without any profit or fee.
 
     Under fixed-price contracts, the customer pays a specific price for
services or products. The Company bears the risk that increased or unexpected
costs may reduce its profit or cause it to sustain a loss. Conversely, when
costs are lower than expected, the Company may realize additional profit.
 
     The revenue and earnings of the Company could be substantially affected by
changes in Government procurement or fiscal policies, by reductions in
Government expenditures for services or products provided by the Company, or by
organizational changes within the Government or Navy which impact the Company's
customer base. Additionally, procedural changes may impact the timing of the
receipt of contracts, related funding, and cash payments by the Company.
 
     Government contracts are subject to termination at the convenience of the
Government or for default. If a Government contract were to be terminated for
convenience, the Company would be reimbursed for its allowable costs to the date
of termination and be paid a proportionate amount of the stipulated profits or
fees attributable to the work actually performed. During the entire history of
the Company, the Government has never terminated any of the Company's contracts
for default.
 
     The books and records of the Company are subject to audit by the Defense
Contract Audit Agency ("DCAA"), which can result in adjustments to contract
costs and fees as well as penalties and interest costs. The Government retains a
portion of the fee earned by the Company until contract completion and audit by
the DCAA. See Note 4 of "Notes to Consolidated Financial Statements" on page 23
of the Company's 1997 Annual Report to Shareholders. Audits of the Company by
DCAA have been completed for all fiscal years through 1995 without material
adjustments. In the opinion of management, the audits for fiscal years 1996 and
1997 will not result in adjustments having a material adverse effect on the
Company's financial position or results of operations. However, no assurances
can be given that future material adjustments will not be required.
 
     Products developed by the Company under Government contracts are the
property of the Government.
 
     The Company's commercial contracts occur primarily in its interactive
multimedia training systems and information technologies businesses. These
contracts typically are structured as time-and-materials or fixed-price.
Time-and-materials and fixed-price contracts in the commercial environment are
similar to those types of contracts with the Government as described above.
 
     The following table gives the approximate percentages of the Company's
revenues realized from the three basic contract types during the periods
indicated for its continuing operations:
 
<TABLE>
<CAPTION>
                                                                        FISCAL YEARS ENDED
                                                                            MARCH 31,
                                                                      ----------------------
                             CONTRACT TYPE                            1995     1996     1997
    ----------------------------------------------------------------  ----     ----     ----
    <S>                                                               <C>      <C>      <C>
    Cost-Reimbursement..............................................   71%      76%      80% 
    Time-and-Materials..............................................    6 %      4 %      5 %
    Fixed-Price.....................................................   23%      20%      15% 
                                                                      ---      ---      ---
              Total Company.........................................  100%     100%     100% 
                                                                      ===      ===      ===
</TABLE>
 
     The Company often commits to provide non-labor items such as purchased
materials, computer services, travel, and work subcontracted as part of its
contract services. Non-labor items as a percentage of revenue from continuing
operations in fiscal 1995, 1996, and 1997 were approximately 23.5%, 21.1%, and
23.2%, respectively. The Company typically earns lower fees on non-labor items
than it does on labor services. The
 
                                        5
<PAGE>   7
 
Company sometimes commits to subcontract a portion of its work to other
companies to obtain special services or materials when the Company believes that
such action will give it a competitive advantage. Subcontract costs are included
in the non-labor percentages provided above. Subcontracting expenses as a
percentage of revenue from continuing operations were approximately 9.9%, 7.7%,
and 9.5% in fiscal 1995, 1996, and 1997, respectively. In addition, the Company
receives subcontracts from other companies on which it earns a fee comparable to
a fee earned on work performed directly for the Government. In fiscal 1995,
1996, and 1997, the Company received subcontracted work from other companies for
amounts representing approximately 9.7%, 10.4%, and 14% of its revenue,
respectively.
 
     Revenue under cost-reimbursement, time-and-materials, and fixed-price
contracts, including applicable fee or profit, are recognized concurrently with
costs incurred thereunder. Certain amounts not yet billed to customers are
included in recognized revenues and in contract receivables on the balance
sheet. See Note 4 of "Notes to Consolidated Financial Statements" on page 23 of
the Company's 1997 Annual Report to Shareholders.
 
BACKLOG
--------
 
     The Company's total backlog represents the aggregate contract revenue
remaining to be earned by the Company at a given time over the life of its
contracts. When more than one company is awarded contracts for a given work
requirement, the Company includes in total backlog its estimate of the contract
revenue it expects to earn over the remaining life of the contract. Funded
backlog consists of the aggregate revenue remaining to be earned at a given time
under (a) contracts for which funding has been contractually committed to the
Company in writing by a procuring Government agency; (b) requests to the Company
from a procuring Government agency to commence work before execution of the
written authorization under which the work is to be done; and (c) contracts with
non-Government customers. Unfunded backlog is the difference between total
backlog and funded backlog.
 
     Funding under the Company's contracts with the Government is dependent upon
congressional approval of program level funding and contracting agency approval
of the funding for the Company's work. There can be no assurance that any
program or contract will be funded in its entirety. During fiscal 1997, total
backlog varied between $463.9 million and $544.0 million. During the year, $19.5
million of backlog expired that was not funded. Backlog at March 31, 1997 was
$480.7 million, a 4.8% increase from $458.8 million a year ago. The funded and
unfunded backlog of the Company varies from time to time because delivery
orders, new contract awards, and extensions of existing contracts are executed
at various dates throughout the year with varying periods of performance. The
Company believes that year-to-year comparisons of backlog are not necessarily
indicative of any revenue trends but may be indicative of the Company's ability
to be competitive in its marketplaces.
 
     For commercial contracts, total backlog and funded backlog are generally
the same, i.e., the contracts are usually fully funded.
 
     The Company's total backlog at March 31, 1995, 1996, and 1997 was as
follows:
 
<TABLE>
<CAPTION>
                                                                     MARCH 31,
                                                         ----------------------------------
                                                           1995         1996         1997
                                                         --------     --------     --------
                                                                   (IN THOUSANDS)
    <S>                                                  <C>          <C>          <C>
    Funded Backlog.....................................  $ 33,583     $ 29,056     $ 40,701
    Unfunded Backlog...................................   367,996      429,711      440,022
                                                         --------     --------     --------
              Total....................................  $401,579     $458,767     $480,723
                                                         ========     ========     ========
</TABLE>
 
     Substantially all of the funded backlog at March 31, 1997 is expected to be
expended by the end of the Government's current fiscal year on September 30,
1997.
 
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<PAGE>   8
 
CUSTOMERS
-----------
 
     The Navy is the Company's principal customer, accounting for approximately
80% of the Company's revenue. Within the Navy, the Company does business with
approximately 20 different contracting agencies; and in fiscal 1997, the Company
had approximately 100 contracts with ceilings in excess of $500,000. The Company
provides its services and products to numerous Navy customers including: (i)
several Navy laboratories, such as the Naval Undersea Warfare Center; Coastal
Systems Station, Dahlgren Division, Naval Surface Warfare Center; Carderock
Division, Naval Surface Warfare Center; and the Naval Research Laboratory, each
of which performs research, development, and test and evaluation functions; (ii)
acquisition commands which are responsible for procurement of ships, aircraft,
weapons, major systems and equipment, such as the Naval Sea Systems Command; and
(iii) operational commands which operate and maintain the ships, aircraft,
weapons, and systems, such as Commander-in-Chief, U.S. Atlantic Fleet; and
Commander Submarine Force, Atlantic. The degree of effect, if any, on the
Company's future revenue created by any changes in customer operations due to
facility closings or relocations cannot be determined at this time.
 
     The Company also has contracts with civil government customers. The
principal civil government customer is the Office of Personnel Management which
contracts with the Company for training services. Working through the Office of
Personnel Management, the Company also provides training services to other
governmental entities.
 
     Commercial customers tend to be large corporations such as Nortel,
Ameritech, and NYNEX which retain the Company for training and system
development support services or smaller companies which purchase information
technology services.
 
SALES AND MARKETING
----------------------
 
     In the Company's defense business, marketing activities relating to
government contracts are conducted by its professional and technical staff
located in its various offices. This decentralized approach enables the
Company's customers to communicate directly with the employees of the Company
responsible for both sales and work performance and aids the Company in
maintaining an awareness of customer needs, developing new business
opportunities, and preparing project proposals. These marketing activities are
identified and coordinated through the Company's strategic planning process,
which includes the annual development and monthly update of operating plans for
each existing and prospective customer organization. In addition, for selected
high potential market areas, the Company designates strategic area leaders to
focus further its sales and marketing activities. The corporate marketing office
provides proposal development guidance, information systems, and training; data
on markets, competition, and internal capabilities; marketing literature; web
site maintenance; and trade show coordination.
 
     Commercial interactive multimedia systems applications are sold to a wide
range of clients in the telecommunications, pharmaceutical, financial, and
aerospace industries. The Company is building a marketing and sales
infrastructure in its offices in Pennsylvania, the Washington, D.C. area,
Florida, California, and Connecticut to serve these clients.
 
COMPETITION
-------------
 
     The Company's business is very competitive. In the defense market, there
are a substantial number of large, diversified companies with greater financial
resources and larger technical staffs than those of the Company that are capable
of rendering services similar to those offered by the Company. The in-house
capabilities of the Company's governmental customers are also, in effect, in
competition with the Company since they may perform many of the types of
services that might otherwise be performed by the Company. In addition, there
are many smaller companies which have developed specialized capabilities who
compete with the Company for both defense and commercial business. As the
markets in which the Company operates continue to mature, other companies
continue to be attracted to them.
 
                                        7
<PAGE>   9
 
     It is not possible to predict the future intensity of competition which the
Company will encounter as a result of changing economic or competitive
conditions, customer requirements, or technological developments. However, to
the extent that defense budgets are reduced, competition for remaining defense
business can be expected to increase. The principal competitive factors for the
Company's businesses are technical capability, price, quality of services and
products, responsiveness, record of delivering on time and within budget, and
reputation and familiarity of the Company and its personnel with customers.
While the Company's ability to compete in defense markets is not dependent on
intangible property rights such as proprietary processes, patents, or licenses,
these factors do affect its ability to compete in commercial areas.
 
HUMAN RESOURCES
-------------------
 
     The principal resource of the Company is its 1,502 full-time employees,
approximately 1,215 of whom are professional and technical personnel. Because
the Company is diversifying by transferring its core competencies to new
markets, the make-up of the professional and technical staff of the Company is
similar for Government and commercial work and includes engineers, scientists,
mathematicians, educators, analysts, and programmers.
 
     The Company has no collective bargaining units and considers its employee
relations to be excellent.
 
GOVERNMENT REQUIREMENTS
----------------------------
 
     The Company's ability to maintain its current base of defense and other
Government business is dependent on providing employees and facilities which
meet rigorous Government requirements. Each facility has a continuing program to
meet applicable Government requirements and to maintain employee awareness of
the paramount need for compliance.
 
CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.
-----------------------------------------
 
     Except for historical matters, the matters discussed in this Form 10-K are
forward-looking statements that involve risks and uncertainties. These
statements are based on current expectations. The Company wishes to caution
readers that in addition to the important factors described elsewhere in this
Form 10-K, the factors listed below, among others, sometimes have affected, and
in the future could affect, the Company's actual results and could cause the
Company's actual consolidated results during fiscal year 1998, and beyond, to
differ materially from those contained in or indicated by any forward-looking
statements made by, or on behalf of, the Company. There may be additional
factors not enumerated which could have a similar impact, including factors
which affect business generally, such as economic conditions.
 
     The factors identified elsewhere in this Form 10-K include but are not
limited to those described under the following headings in this Item 1: (a)
"Contracts," concerning the risks of engaging in the government contracting
business; (b) "Backlog," about the Company's dependence upon congressional and
contracting agency approvals; (c) "Customers," concerning the Company's
dependence on the Navy as the Company's principal customer; and (d)
"Competition," concerning the competitive nature of the Company's business.
 
     Additional important factors include:
 
     (a) Budget reductions and Navy program funding priorities:  While spending
by the Navy, the Company's principal customer, is expected to be level for
several years, the Company continues to be susceptible to changes in the
Government's requirements and priorities. The Company's business can be
adversely affected by reductions in DOD programs that are important to the
Company.
 
     (b) Product development and acceptance:  The development of new
customer-purchased products is complex and involves many risks. The Company's
results could be adversely affected by such factors as development delays,
increases in costs, and delays in customer purchases.
 
     (c) New ventures:  The Company from time to time enters into new ventures,
including some with other companies. While the Company believes that these new
ventures are strategically important, there are
 
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<PAGE>   10
 
substantial uncertainties associated with the development of new services,
products, and technologies. Initial timetables for development and introduction
of products may not be achieved. Cost and performance targets may not be
feasible. External factors, such as development of competitive alternatives or
government regulation, may cause anticipated markets not to develop or to evolve
in unexpected directions.
 
     Certain portions of the Company's 1997 Annual Report to Shareholders
including "Management's Discussion and Analysis of the Financial Condition and
Results of Operations" are incorporated by reference into this Form 10-K. There
are additional important factors included therein, including those beginning on
page 14 that sometimes have affected, and in the future could affect, the
Company's actual results and could cause the Company's actual consolidated
results during fiscal year 1998, and beyond, to differ materially from those
expressed in any forward-looking statement made by, or on behalf of, the
Company.
 
ITEM 2.  PROPERTIES
 
     The Company owns its corporate office building complex on approximately 19
acres of land in North Stonington, Connecticut. The complex includes 60,330
square feet of office space. The Company also owns buildings in New London,
Connecticut which provide 50,220 square feet of office and shop space, and a
building in Butler, Pennsylvania which provides 53,000 square feet of office and
storage space. The Company presently leases to tenants approximately 23,000
square feet of its Butler office space and 20,000 square feet of its New London
office space.
 
     The Company leases office, shop, or warehouse space in 32 locations in 11
states, Australia, and Canada totaling approximately 290,000 square feet.
Approximately 12,000 square feet of leased office space is subleased to third
parties. A summary of the Company's principal leases is as follows:
 
<TABLE>
<CAPTION>
                                                   SQUARE
     LOCATION                                      FOOTAGE    LEASE EXPIRATION
-------------------                                -------    ----------------
<S>                    <C>                         <C>        <C>
Middletown, R.I.       One Corporate Place          45,103        06/30/99
Arlington, VA          Jefferson Davis Highway      33,958        09/05/98
Chesapeake, VA         Greenbrier Circle            22,912        02/28/98
Rockville, MD          Tower Oaks Boulevard         19,164        12/31/01
San Diego, CA          Camino Del Rio North         16,468        08/31/99
McLean, VA             Jones Branch Drive           15,779        10/31/01
</TABLE>
 
     The Company believes its facilities and equipment are in good condition and
adequate for its current business needs. The Company has not experienced, and
does not anticipate experiencing, any difficulty in obtaining satisfactory
facilities.
 
     For additional information on the Company's leases and rental expenses
thereunder, see Note 11 of "Notes to Consolidated Financial Statements" on page
28 of the Company's 1997 Annual Report to Shareholders.
 
ITEM 3.  LEGAL PROCEEDINGS
 
     The Company is not engaged in any legal proceeding which is material to the
business or financial condition of the Company nor is the property of the
Company subject to any such proceedings.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 1997.
 
                                        9
<PAGE>   11
 
ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT
 
     The names and ages of the executive officers of the Company as of June 6,
1997 are set forth below, together with the primary positions held by each such
person.
 
<TABLE>
<CAPTION>
          NAME             AGE                         POSITION
-------------------------  ---   -----------------------------------------------------
<S>                        <C>   <C>
Gary P. Bennett..........  55    Chairman of the Board of Directors, President, and
                                 Chief Executive Officer
 
David M. Nolf............  54    Executive Vice President, Chief Financial and
                                 Administrative Officer, Secretary, and Director
 
Jay W. Ryerson...........  62    Executive Vice President and Chief Operating Officer
 
James R. Lavoie..........  50    Senior Vice President, General Manager of Information
                                 Technologies Group, and President of the Company's
                                 Integrated Performance Decisions, Inc. subsidiary
 
Joseph M. Marino.........  47    Senior Vice President, General Manager of System
                                 Technologies Group, and Chairman of the Company's
                                 Interactive Media Corp. subsidiary
 
Gerald Snyder............  52    Senior Vice President, Planning, and Corporate
                                 Manager of Finance and Management Information Systems
 
Stephen E. Johnston......  55    Senior Vice President, Human Resources
 
V. Lehman Woods..........  49    Senior Vice President, Contracts
 
Robert M. Gorman.........  55    Senior Vice President and General Manager of
                                 Engineering Technologies Group
 
Richard P. Mitchell......  49    Senior Vice President, Acquisitions
</TABLE>
 
     Officers of the Company serve until the annual Board of Directors meeting
following the Annual Meeting of shareholders or until their successors are
chosen and qualify, or until earlier resignation or removal.
 
     Gary P. Bennett has been employed by the Company since 1972. He was elected
Chairman of the Board in February 1997, President in May 1991 and served as
Chief Operating Officer from 1984 until he was named Chief Executive Officer in
November 1992. He was an Executive Vice President from 1978 to 1991. Mr. Bennett
has been a Director of the Company since 1979.
 
     David M. Nolf has been employed by the Company since 1971 and served as
Senior Vice President, Finance and Administration from 1979 until May 1985, when
he was elected to serve as Executive Vice President, Chief Financial and
Administrative Officer and Secretary. Mr. Nolf has been a Director of the
Company since 1976 and served as Chairman of the Board of Directors from 1978 to
May 1985.
 
     Jay W. Ryerson has been employed by the Company since 1972. Mr. Ryerson
served as department manager from 1982 until he became division manager in 1985.
He became a sector manager and was elected a Vice President in 1987, a Senior
Vice President in 1989, and was elected Executive Vice President in 1992. In
November 1992 he became the Chief Operating Officer.
 
     James R. Lavoie has been employed by the Company since 1979. Mr. Lavoie
served as department manager from 1982 until his promotion to division manager
in 1985. He was elected Vice President and sector manager in 1987 and was
elected to Senior Vice President in 1993. He became the President of the
Company's subsidiary, IPD when it was formed in 1993. He is also the general
manager of the Company's Information Technologies Group.
 
     Joseph M. Marino has been employed by the Company since 1980. Mr. Marino
served as a department manager from 1984 until 1987 when he became a division
manager. He was elected Vice President in 1991 and became an operations center
manager heading up the New England Operations Center in 1992. In 1994
 
                                       10
<PAGE>   12
 
he was elected Senior Vice President. He is the general manager of the Company's
System Technologies Group and the Chairman of the Company's IAM subsidiary.
 
     Gerald Snyder has been employed by the Company since 1984. Mr. Snyder
served as Corporate Manager of Finance and Budgets from 1984 until he was
elected Vice President, Planning in 1987. In 1991 he was elected Senior Vice
President, Planning.
 
     Stephen E. Johnston joined the Company in 1990 as Vice President, Human
Resources. In November 1996 he was elected Senior Vice President, Human
Resources.
 
     V. Lehman Woods has been employed by the Company since 1977. Mr. Woods
served as a department manager from 1981 until he became Vice President,
Contracts in 1985. In 1991 he was elected Senior Vice President, Contracts.
 
     Robert M. Gorman joined the Company in 1989 as part of its acquisition of
Acoustics and Mechanics, Inc. Mr. Gorman became general manager of the Company's
Engineering Technologies Group upon its formation in 1992. He became a Vice
President when he joined the Company and was elected a Senior Vice President in
1991.
 
     Richard P. Mitchell has been employed by the Company since 1982. Mr.
Mitchell served as a department manager from 1984 until 1989 when he became a
corporate administrator and cost center manager. He assumed responsibilities for
the Chesapeake division of the Company in 1990 and was named Vice President in
1991. In 1994 he was elected Senior Vice President. In 1995 he was assigned
responsibility for the Company's acquisition program.
 
                                    PART II
 
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
     Pursuant to General Instruction G to Form 10-K, the information required by
this Item is incorporated by reference to information set forth under Corporate
Information in the Company's 1997 Annual Report to Shareholders.
 
ITEM 6.  SELECTED FINANCIAL DATA
 
     Pursuant to General Instruction G to Form 10-K, the information required by
this Item is incorporated by reference to information set forth under Selected
Financial Data: A Five-Year Summary in the Company's 1997 Annual Report to
Shareholders.
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS
 
     Pursuant to General Instruction G to Form 10-K, the information required by
this Item is incorporated by reference to information set forth under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's 1997 Annual Report to Shareholders.
 
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
     None
 
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
     Pursuant to General Instruction G to Form 10-K, the information required by
this Item is incorporated by reference to information set forth in the
"Consolidated Financial Statements" and notes on pages 17 through 29 of the
Company's 1997 Annual Report to Shareholders.
 
                                       11
<PAGE>   13
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE
 
     None
 
                                    PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
     Pursuant to General Instruction G to Form 10-K, the information required by
this Item with respect to directors is incorporated by reference to the
information set forth under Item 1. ELECTION OF DIRECTORS in the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held on August 5, 1997.
Information concerning executive officers is set forth under Item 4A of this
Form 10-K pursuant to Instruction 3 to Item 401(b) of Regulation S-K.
 
ITEM 11.  EXECUTIVE COMPENSATION
 
     Pursuant to General Instruction G to Form 10-K, the information required by
this Item is incorporated by reference to information set forth under the
following headings: Compensation of Executive Officers; Option/SAR Grants in
Last Fiscal Year; Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year-End Option Values; Termination of Employment and Change in Control
Agreements; and Report of the Compensation Committee and the Stock Option
Committee on Executive Compensation in the Company's Proxy Statement for the
Annual Meeting of Shareholders to be held on August 5, 1997.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     Pursuant to General Instruction G to Form 10-K, the information required by
this Item is incorporated by reference to information set forth under Security
Ownership of Management and 5% Shareholders in the Company's Proxy Statement for
the Annual Meeting of shareholders to be held on August 5, 1997.
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     None.
 
                                       12
<PAGE>   14
 
                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 
<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                       NUMBER IN
                                                                                         1997
                                                                                        ANNUAL
                                                                                        REPORT
                                                                                       ---------
<C>      <S>                                                                           <C>
  (a) 1. Financial Statements........................................................   13-29
                                                                                       ---------
         Independent Auditors' Report................................................   29
                                                                                       ---------
         Consolidated Balance Sheets as of March 31, 1997 and 1996...................   17
                                                                                       ---------
         Consolidated Statements of Earnings for Each of the Years in the Three-Year
         Period Ended March 31, 1997.................................................   18
                                                                                       ---------
         Consolidated Statements of Shareholders' Equity for Each of the Years in the
         Three-Year Period Ended March 31, 1997......................................   19
                                                                                       ---------
         Consolidated Statements of Cash Flows for Each of the Years in the
         Three-Year Period Ended March 31, 1997......................................   20
                                                                                       ---------
         Notes to Consolidated Financial Statements..................................   21-29
                                                                                       ---------
  (a) 2. Financial Statement Schedules
 
         Not applicable.
 
  (a) 3. Exhibits (* denotes filed herewith):
</TABLE>
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S>      <C>   <C>
3(i)      --   Restated Certificate of Incorporation (incorporated by reference to Exhibit 3A
               to the Registrant's Report on Form 10-Q, File No. 0-14161, for the quarter ended
               September 30, 1990).
3(ii)     --   By-laws, Amended and Restated to February 6, 1993 (incorporated by reference to
               Exhibit 3(ii) to the Registrant's Report on Form 10-K, File No. 0-14161, for the
               year ended March 31, 1993).
4A        --   Specimen Certificate of Common Stock (incorporated by reference to Exhibit 4A to
               Amendment No. 1 to the Registrant's Registration Statement on Form S-1, No.
               33-2314), Articles 6 and 7 of the Certificate of Incorporation and Article II,
               Article III, Sections 3 to 6, Article VI, and Article VIII of the By-laws
               (included in Exhibits 3(i) and 3(ii), respectively).
4B        --   Amended and Restated Revolving Credit and Term Loan Agreement between Analysis &
               Technology, Inc. and Shawmut Bank Connecticut, National Association formerly
               known as The Connecticut National Bank, dated December 9, 1994 (incorporated by
               reference to Exhibit 4A to the Registrant's Report on Form 10-Q, File No.
               0-14161 for the quarter ended December 31, 1994).
4C        --   Second Amendment to Revolving Credit and Term Loan Agreement and Revolving
               Credit Note between Analysis & Technology, Inc. and Fleet National Bank of
               Connecticut, formerly known as Shawmut Bank Connecticut, National Association,
               dated November 29, 1995 (incorporated by reference to Exhibit 4 to the
               Registrant's Report on Form 10-Q, File No. 0-14161 for quarter ended December
               31, 1995).
4D(1)     --   Third Amendment to Revolving Credit and Term Loan Agreement and Revolving Credit
               Note between Analysis & Technology, Inc. and Fleet National Bank of Connecticut,
               formerly known as Shawmut Bank Connecticut, National Association, dated November
               13, 1996 (incorporated by reference to Exhibit 4 to the Registrant's Report on
               Form 10-Q, File No. 0-14161 for quarter ended December 31, 1996).
</TABLE>
 
                                       13
<PAGE>   15
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S>      <C>   <C>
4E(1)     --   Open-End Mortgage Deed and Security Agreement, dated November 25, 1987, and
               related documents between Analysis & Technology, Inc. and The Connecticut
               National Bank.
4F(1)     --   Open-End Mortgage Deed and Security Agreement, dated May 30, 1986, and related
               documents between Analysis & Technology, Inc. and The Connecticut National Bank.
4G(1)     --   Open-End Mortgage, dated March 8, 1978, and related documents of Analysis &
               Technology, Inc. to Groton Savings Bank.
4H(1)     --   Notes payable, due in monthly installments, with various interest rates and
               maturity dates, secured by equipment.
10A       --   Analysis & Technology, Inc. 1983 -- 1986 Stock Option Plans, as amended
               (incorporated by reference to Exhibits 28(b) through 28(g) of the Registrant's
               Registration Statement on Form S-8, No. 33-17313).
10B       --   Analysis & Technology, Inc. 1987 Stock Option Plan (incorporated by reference to
               Exhibit A to Proxy Statement, dated July 6, 1987 of Analysis & Technology,
               Inc.).
10C       --   Analysis & Technology, Inc. 1988 Stock Option Plan (incorporated by reference to
               Exhibit A to Proxy Statement dated July 1, 1988 of Analysis & Technology, Inc.).
10D       --   Analysis & Technology, Inc. 1989 Stock Option Plan (incorporated by reference to
               Exhibit A to the Proxy Statement dated July 3, 1989 of Analysis & Technology,
               Inc.).
10E       --   Analysis & Technology, Inc. 1990 Stock Option Plan (incorporated by reference to
               Exhibit B to the Proxy Statement dated July 3, 1990 of Analysis & Technology,
               Inc.).
10F       --   Analysis & Technology, Inc. 1992 Stock Option Plan (incorporated by reference to
               Exhibit A to Proxy Statement dated July 7, 1992 of Analysis & Technology, Inc.).
10G       --   Analysis & Technology, Inc. 1994 Stock Option Plan (incorporated by reference to
               Exhibit A to Proxy Statement dated July 8, 1994 of Analysis & Technology, Inc.).
10H       --   Analysis & Technology, Inc. 1995 Stock Option Plan. (incorporated by reference
               to Exhibit A to Proxy Statement dated July 7, 1995 of Analysis & Technology,
               Inc.)
10I       --   Analysis & Technology, Inc. 1997 Stock Option Plan. (incorporated by reference
               to Exhibit A to Proxy Statement dated July 1, 1997 of Analysis & Technology,
               Inc.)
10J       --   Amendments, dated June 30, 1989, to the Analysis & Technology, Inc. 1981 -- 1986
               Stock Option Plans (incorporated by reference to Exhibits 19B through 19G to the
               Registrant's Report on Form 10-Q, File No. 0-14161, for the quarter ended June
               30, 1989).
10K       --   Amendment, dated June 30, 1989, to the Analysis & Technology, Inc. 1987 Stock
               Option Plan (incorporated by reference to Exhibit 19H to the Registrant's Report
               on Form 10-Q, File No. 0-14161, for the quarter ended June 30, 1989).
10L       --   Amendment, dated June 30, 1989, to the Analysis & Technology, Inc. 1988 Stock
               Option Plan (incorporated by reference to Exhibit 19I to the Registrant's Report
               on Form 10-Q, File No. 0-14161, for the quarter ended June 30, 1989).
10M       --   Amendment, dated August 12, 1996, to the Analysis & Technology, Inc. Savings &
               Investment Plan effective October 1, 1996 (incorporated by reference to Exhibit
               10 of the Registrant's Report on Form 10-Q, File No. 0-14161 for the quarter
               ended September 30, 1996).
10N       --   Amendment dated December 4, 1995, to the Analysis & Technology, Inc. Savings &
               Investment Plan effective December 4, 1995, (incorporated by reference to
               Exhibit 10 of the Registrant's Report on Form 10-Q, File No. 0-14161, for the
               quarter ended December 31, 1995).
</TABLE>
 
                                       14
<PAGE>   16
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S>      <C>   <C>
10O       --   Amendment dated September 9, 1995, to the Analysis & Technology, Inc. Savings &
               Investment Plan effective September 30, 1995 (incorporated by reference to
               Exhibit 10 of the Registrant's Report on Form 10-Q, File No. 0-14161 for the
               quarter ended September 30, 1995).
10P       --   Amendment dated December 1, 1994, to the Analysis & Technology, Inc. Savings &
               Investment Plan effective January 1, 1995 (incorporated by reference to Exhibit
               10 of the Registrant's Report on Form 10-Q, File No. 0-14161, for the quarter
               ended December 31, 1994).
10Q       --   Amended and Restated Analysis & Technology, Inc. Savings & Investment Plan
               effective August 10, 1993 (incorporated by reference to Exhibit 3(ii) of the
               Registrant's Report on Form 10-K, File No. 0-14161, for the year ended March 31,
               1994).
10R       --   Amended and Restated Analysis & Technology, Inc. Employee Stock Ownership Plan
               dated November 21, 1994, effective January 1, 1994.
10S       --   Analysis & Technology, Inc. Performance Incentive Compensation Plan dated
               September 19, 1991 (incorporated by reference to Exhibit 19B of the Registrant's
               Report on Form 10-Q, File No. 0-14161, for the quarter ended September 30,
               1991).
10T       --   Amended and Restated Analysis & Technology., Inc. Deferred Compensation Plan
               effective June 5, 1996 (incorporated by reference to Exhibit 99A to the
               Registrant's Registration Statement on Form S-8, No. 333-05267).
10U       --   Analysis & Technology, Inc. 401(k) Restitution Plan, dated August 8, 1994,
               effective April 1, 1994.
10V*      --   Analysis & Technology, Inc. Form of Change in Control Agreement, dated March 6,
               1997.
10W       --   Joint Venture Agreement by and among Brown & Sharpe Manufacturing Company,
               Analysis & Technology, Inc., and Automation Software Incorporated (incorporated
               by reference to Exhibit 10H of the Registrant's Registration Statement on Form
               S-1, No. 33-2314).
10X       --   Group Medical Reimbursement Insurance for Officers (incorporated by reference to
               Exhibit 10J of Amendment No. 1 to the Registrant's Registration Statement on
               Form S-1, No. 33-2314).
10Y       --   Analysis & Technology, Inc. Managers' Benefit Options Plan (incorporated by
               reference to Exhibit 10J of the Registrant's Report on Form 10-Q, File No.
               0-14161, for the quarter ended December 31, 1986).
10Z       --   Analysis & Technology, Inc. Officers' Benefit Options Plan (incorporated by
               reference to Exhibit 10L of the Registrant's Report on Form 10-K, File No.
               0-14161, for the year ended March 31, 1989).
10aa      --   Stock Purchase Agreement, dated June 1, 1989, among Analysis & Technology, Inc.,
               Applied Science Associates, Inc. and the Sellers (as defined therein)
               (incorporated by reference to Exhibit 2.1 on the Registrant's Report on Form
               8-K, File No. 0-14161, dated June 1, 1989).
10bb      --   Stock Purchase Agreement dated October 31, 1995, among Analysis & Technology,
               Inc., General Systems Solutions, Inc. and the Buyers (as defined therein)
               (incorporated by reference to Item 2 on the Registrant's Report on Form 8-K,
               File No. 0-14161, dated October 31, 1995).
10cc      --   Stock Purchase Agreement dated July 26, 1996, among Analysis & Technology, Inc.,
               Vector Research Company, Inc. and the Sellers (as defined therein) (incorporated
               by reference to Exhibit 2 on Form 8-K, file No. 0-14161 dated July 29, 1996).
</TABLE>
 
                                       15
<PAGE>   17
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S>      <C>   <C>
11*       --   Earnings per share calculation.
13*       --   Analysis & Technology, Inc. 1997 Annual Report to Shareholders (incorporated
               portions).
21*       --   List of Subsidiaries of Analysis & Technology, Inc.
23*       --   Consent of KPMG Peat Marwick LLP with respect to the incorporation by reference
               of its report dated May 2, 1997.
27*       --   Financial Data Schedule.
</TABLE>
 
---------------
 
(1) Copies of these documents are not being filed as exhibits, since the
    indebtedness represented thereby does not exceed 10% of the total assets of
    the Company. The Company agrees to provide copies of these documents to the
    Securities and Exchange Commission upon request.
 
     (b) A report on Form 8-K, dated February 12, 1997 reporting Item 5 -- Other
Events, was filed by the Registrant on February 19, 1997.
 
                                       16
<PAGE>   18
 
                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
 
                                          Analysis & Technology, Inc.
 
                                          By: /s/ GARY P. BENNETT
 
                                            ------------------------------------
                                                  Gary P. Bennett
                                               President and
                                               Chief Executive Officer
 
Date: June 23, 1997
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dated indicated.
 
<TABLE>
<CAPTION>
                   NAME                                    TITLE                      DATE
------------------------------------------  -----------------------------------  --------------
<S>                                         <C>                                  <C>
 
/s/ GARY P. BENNETT                         President, Chief Executive Officer   June 23, 1997
------------------------------------------  and Chairman of the Board
    Gary P. Bennett                         (Principal Executive Officer)
                                     
 
/s/ DAVID M. NOLF                           Executive Vice President, Chief      June 23, 1997
------------------------------------------  Financial and Administrative
    David M. Nolf                           Officer and Director (Principal
                                            Financial Officer and Principal
                                            Accounting Officer
                                            
 
/s/ LARRY M. FOX                            Vice Chairman                        June 23, 1997
------------------------------------------
    Larry M. Fox
 
/s/ JAMES B. FOX                            Director                             June 23, 1997
------------------------------------------
    James B. Fox
 
/s/ NELDA S. NARDONE                        Director                             June 23, 1997
------------------------------------------
    Nelda S. Nardone
 
/s/ THURMAN F. NAYLOR                       Director                             June 23, 1997
------------------------------------------
    Thurman F. Naylor
 
/s/ DENNIS G. PUNCHES                       Director                             June 23, 1997
------------------------------------------
    Dennis G. Punches
</TABLE>
 
                                       17
