
<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, 1998
 
                                       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. [ ]
 
     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, 1998 WAS APPROXIMATELY $61,866,070, 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 5,
1998: 3,669,239
 
                      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 1998 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 1998 ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON AUGUST 11, 1998.
================================================================================
<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-nine years, the
Company, including subsidiaries, has expanded its business to provide
engineering and information technology services and products, and
technology-based training systems, for the military, civil government agencies,
and private industry.
 
     The Company is implementing a strategic plan to continue building its core
engineering and information technologies business while transferring its
expertise in technology-based training systems to new government and commercial
markets. In recent years, the Company has created several new business units
through internal development and acquisitions 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. ("Interactive Media") which designs and
        implements training programs for commercial and government customers;
 
     - Integrated Performance Decisions, Inc. ("IPD") which provides information
       technology services, and develops and implements performance decision
       software products for U.S. Navy (the "Navy") customers. IPD also provides
       information technology products and services for commercial customers.
 
     - Analysis & Technology Australia Pty. Ltd. which provides training systems
       and software development services in Australia. Analysis & Technology
       International Corporation and Numerical Decisions, Inc. are subsidiaries
       formed by the Company to perform international work but are not currently
       operational.
 
     The corporate office of the Company is located in North Stonington,
Connecticut. The Company presently employs 1,606 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 main categories of the Company's business are
engineering and information technology services and products and
technology-based training systems. The Company is organized along these service
and product lines. The descriptions set forth below reflect this organization.
 
ENGINEERING AND INFORMATION TECHNOLOGY SERVICES AND PRODUCTS
 
     The Company provides engineering and information technology
(Engineering/IT) services and products primarily to the Navy and, to a lesser
extent, to other defense, civil government, and commercial customers. Within
Engineering/IT, the Company provides services and products in the areas
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
<PAGE>   3
 
     mechanics, materials analysis, 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
     analysis, 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. 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 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.
 
                                        2
<PAGE>   4
 
          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
     systems to support rapid COTS systems introduction to the fleet.
 
  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 implementing groupware, networking, and
     transaction processing solutions including work to provide network
     integrity and data security.
 
          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 performance aids for government and commercial
     clients. This software supports real-time data collection, performance
     modeling, data analysis, and rapid decision making in areas where having
     appropriate information is critical to success.
 
          Communications and connectivity services involve distributing
     real-time data across geographically dispersed sites to support rapid and
     collaborative 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
     systems using COTS hardware and software.
 
          Database management services are provided to support complex systems,
     programs, and organizations for the Navy and commercial customers.
 
          Computerized databases are developed to support data acquisition
     strategies, risk analysis, decision making, and to fulfill executive
     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.
 
TECHNOLOGY-BASED TRAINING SYSTEMS
 
     The Company employs interactive multimedia technology in designing,
developing, and implementing technology-based training and delivery systems, and
performance support systems for commercial, civil government, and defense
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 Web-based 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
 
                                        3
<PAGE>   5
 
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, sales and
customer service, and systems operability support. Company training specialists
and engineers design, develop, and implement performance support systems for
both commercial and defense applications in order to improve productivity and
leverage work experience and system knowledge across the workforce.
 
     The Company's Interactive Media subsidiary is the largest provider of
technology-based training development services in the Company.
 
  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 typically indefinite delivery/indefinite quantity
(ID/IQ) contracts, competitive in nature, are usually awarded on the basis of
price, technical capability and past performance, and may be awarded to more
than one company. ID/IQ contracts typically provide for a general range of tasks
to be performed over a number of years, have an absolute dollar ceiling, and
require the customer to issue delivery orders to provide funding for specific
statements of work. The customer has complete discretion to allocate the funds
among the range of contracted tasks. Other types of government contracts
generally cover specific services to be provided over a shorter period. These
contracts may require 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), earned at a fixed
hourly rate 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 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.
 
                                        4
<PAGE>   6
 
     General Service Administration (GSA) contracts are emerging as an
alternative contracting method for the Company's government customers. GSA
schedules (sometimes referred to as Federal Supply Schedules or FSS) provide for
services to various government agencies using numerous company labor categories
with established hourly rates. These contracts provide for a wide array of
services, are open for the use by all federal agencies, and streamline the
ordering and contracting process. Typically, less time expires from client need
identification to contract performance when GSA contracts are used.
 
     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 to 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 25
of the Company's 1998 Annual Report to Shareholders.) Audits of the Company by
DCAA have been completed for all fiscal years through 1996 without material
adjustments. In the opinion of management, the audits for fiscal years 1997 and
1998 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 Media
and IPD subsidiaries. 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. Most of the contracts of Interactive Media are
fixed price.
 
     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                                             1996    1997    1998
-------------                                             ----    ----    ----
<S>                                                       <C>     <C>     <C>
Cost-Reimbursement......................................   76%     80%     75%
Time-and-Materials......................................    4%      5%      9%
Fixed-Price.............................................   20%     15%     16%
                                                          ---     ---     ---
          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 1996, 1997, and 1998 were approximately 21.1%, 23.2%, and
23.6% respectively. The Company typically earns lower fees on non-labor items
than it does on labor services. The 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 7.7%, 9.5%, and 9.9% in fiscal 1996, 1997, and 1998,
respectively. In addition, the Company receives subcontracts from other
companies on which
 
                                        5
<PAGE>   7
 
it earns a fee comparable to a fee earned on work performed directly for the
Government. In fiscal 1996, 1997, and 1998, the Company received subcontracted
work from other companies for amounts representing approximately 10.4%, 14.0%,
and 17.8% 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 25 of
the Company's 1998 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 1998, total
backlog varied between $461.7 million and $589.4 million. During the year, $50.7
million of backlog expired that was not funded. Backlog at March 31, 1998 was
$589.4 million, a 22.6% increase from $480.7 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, 1996, 1997 and 1998 was as
follows:
 
<TABLE>
<CAPTION>
                                                        MARCH 31,
                                             --------------------------------
                                               1996        1997        1998
                                             --------    --------    --------
                                                      (IN THOUSANDS)
<S>                                          <C>         <C>         <C>
Funded Backlog.............................  $ 29,056    $ 40,701    $ 49,974
Unfunded Backlog...........................   429,711     440,022     539,427
                                             --------    --------    --------
          Total............................  $458,767    $480,723    $589,401
                                             --------    --------    --------
</TABLE>
 
     Substantially all of the funded backlog at March 31, 1998 is expected to be
expended by the end of the Government's current fiscal year on September 30,
1998.
 
  Customers
 
     The Navy is the Company's principal Engineering/IT 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
1998, the Company had approximately 110 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
 
                                        6
<PAGE>   8
 
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 responsibility
for some new Navy system design, test, evaluation and installation work is
shifting from naval laboratories to prime contractors and fleet support
activities. The Company continues to perform much of its work for the
laboratories but supports prime contractors and fleet support activities as
well. The effect of this shift on the Company's future business cannot be
determined at this time.
 
     Interactive Media is focused on providing technology-based training
services to commercial customers. Approximately 70% of its revenue is from these
customers. They tend to be Fortune 1000 companies primarily in
telecommunications, financial services, and pharmaceuticals. Companies which
retain Interactive Media to develop training systems include MCI, Ameritech,
GTE, Royal Bank of Canada, National City Bank, Smithkline Beecham, and Merck.
 
     Interactive Media also has contracts with civil government and defense
customers. Principal civil government customers include the Office of Personnel
Management, the Internal Revenue Service and Veterans Benefits Administration.
Working through the Office of Personnel Management, the Company also provides
training services to other Government customers. Defense customers include some
of the same activities that are supported in the Company's Engineering/IT
business.
 
  Sales and Marketing
 
     In the Company's Engineering/IT business, marketing activities relating to
government contracts are conducted by the 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.
 
     Within Interactive Media, groups are organized according to one or more
vertical markets such as telecommunications, pharmaceuticals and financial
services. This enables the Company to focus the industry content expertise of
its technical and marketing staffs on the specific training needs of its
customers. Interactive Media systems are sold via a ten to twelve person
national sales force organized to support both geographic regions and the
targeted vertical markets. Sales personnel tend to be senior personnel with the
capability to provide consultative and industry specific technical knowledge to
customers. Interactive Media's primary regional offices are located in the
Pittsburgh, Washington, DC, Orlando, San Francisco and Connecticut areas.
 
  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 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 Engineering/IT and technology-based training 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 1,606 full-time employees,
approximately 1,300 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, multimedia specialists, educators, analysts, and IT
professionals.
 
     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 regulations. Each facility has a continuing program to
meet applicable Government time keeping, security, and other regulations 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. These statements are based on current expectations
but they involve risks and uncertainties that could cause actual results to
differ materially from those indicated in the forward-looking statements.
Statements relating to the Company's or management's intentions, hopes, beliefs,
expectations, or predictions of the future are forward-looking statements. 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 Department of Defense 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.
 
                                        8
<PAGE>   10
 
          (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 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.
 
          (d) Acquisitions:  The Company's strategic plan calls for acquisition
     of companies in both its Engineering/IT and technology-based training
     businesses. The Company's results could be adversely affected by problems
     associated with the integration of the acquired businesses with the
     Company.
 
     Certain portions of the Company's 1998 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 on page 17
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 1999, 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 14
states, Australia, and Canada totaling approximately 308,000 square feet.
Approximately 3,000 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>
Chesapeake, VA  Crossways Boulevard.........................  48,000         02/28/03
Middletown, RI  One Corporate Place.........................  45,103         06/30/99
Arlington, VA   Jefferson Davis Highway.....................  33,958         09/30/03
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
30 of the Company's 1998 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 1998.
 
                                        9
<PAGE>   11
 
ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT
 
     The names and ages of the executive officers of the Company as of June 5,
1998 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............................  56    Chairman of the Board of Directors,
                                                   President, and Chief Executive Officer
David M. Nolf..............................  55    Executive Vice President, Chief Financial
                                                   and Administrative Officer, Secretary, and
                                                     Director
Jay W. Ryerson.............................  62    Executive Vice President and Chief
                                                   Operating Officer
Robert M. Gorman...........................  56    Executive Vice President and General
                                                   Manager of Engineering Technologies Group
James R. Lavoie............................  51    Executive Vice President, General Manager
                                                   of Information Technologies Group, and
                                                     President of the Company's Integrated
                                                     Performance Decisions, Inc. subsidiary
Joseph M. Marino...........................  48    Executive Vice President, General Manager
                                                   of System Technologies Group, and Chairman
                                                     of the Company's Interactive Media Corp.
                                                     subsidiary
Richard P. Mitchell........................  50    Senior Vice President, Human Resources
Stephen E. Johnston........................  56    Senior Vice President, Planning, and
                                                   Corporate Manager of Finance and Management
                                                     Information Systems
Gerald Snyder..............................  53    Senior Vice President and President of the
                                                     Company's Interactive Media Corp.
                                                     subsidiary
Susan C. Varnadoe..........................  43    Executive Vice President, Acquisitions
V. Lehman Woods............................  50    Senior Vice President, Contracts
</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.
 
     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 Senior Vice President in
1991. In May 1998 he was elected Executive Vice President.
 
     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
 
                                       10
<PAGE>   12
 
Company's subsidiary, IPD when it was formed in 1993. He is also the general
manager of the Company's Information Technologies Group. In May 1998 he was
elected Executive Vice President.
 
     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 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 Interactive Media
subsidiary. In May 1998 he was elected Executive Vice President.
 
     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. In May 1998 he was elected
Executive Vice President.
 
     Stephen E. Johnston joined the Company in 1990 as Vice President, Human
Resources. In November 1996 he was elected Senior Vice President, Human
Resources.
 
     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.
 
     Susan C. Varnadoe has been employed by the Company since 1988. Ms. Varnadoe
became a department manager in 1993 and became President of the Company's
subsidiary, Interactive Media when it was formed in July 1997. In May 1998 she
was elected Senior Vice President of the Company.
 
     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.
 
                                    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 1998 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 1998 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 1998 Annual Report to Shareholders.
 
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
     None.
 
                                       11
<PAGE>   13
 
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 18 through 32 of the
Company's 1998 Annual Report to Shareholders.
 
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 11, 1998.
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 11, 1998.
 
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 11, 1998.
 
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 1998
                                                                      ANNUAL REPORT
                                                                      -------------
<S>     <C>                                                           <C>
(a) 1.  Financial Statements........................................    18-32
                                                                         33
        Independent Auditors' Report................................
                                                                         18
        Consolidated Balance Sheets as of March 31, 1998 and 1997...
                                                                         19
        Consolidated Statements of Earnings for Each of the Years in
        the Three-Year Period Ended March 31, 1998..................
                                                                         20
        Consolidated Statements of Shareholders' Equity for Each of
        the Years in the Three-Year Period Ended March 31, 1998.....
                                                                         21
        Consolidated Statements of Cash Flows for Each of the Years
        in the Three-Year Period Ended March 31, 1998...............
                                                                        22-32
        Notes to Consolidated Financial Statements..................
(a) 2.  Financial Statement Schedules
        Not applicable.
(a) 3.  Exhibits (* denotes filed herewith):
</TABLE>
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C>       <S>  <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 as of November 15, 1993
               (incorporated by reference to Exhibit 4B to the Registrant's
               Report on Form 10-K, File No. 0-14161 for the year ended
               March 31, 1994).
   4C     --   First Amendment to the 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).
   4D     --   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).
</TABLE>
 
                                       13
<PAGE>   15
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C>       <S>  <C>
   4E     --   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).
   4F     --   Fourth 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
               December 17, 1997 (incorporated by reference to Exhibit 4 to
               the Registrant's Report on Form 10-Q, File No. 0-14161 for
               quarter ended December 31, 1997).
   4G     --   Open-End Mortgage Deed and Security Agreement, dated
               November 25, 1987, and related documents between Analysis &
               Technology, Inc. and The Connecticut National Bank.
   4H(1)  --   Open-End Mortgage Deed and Security Agreement, dated May 30,
               1986, and related documents between Analysis & Technology,
               Inc. and The Connecticut National Bank.
   4I(1)  --   Open-End Mortgage, dated March 8, 1978, and related
               documents of Analysis & Technology, Inc. to Groton Savings
               Bank.
   4J(1)  --   Notes payable, due in monthly installments, with various
               interest rates and maturity dates, secured by equipment.
  10A     --   Analysis & Technology, Inc. 1986 Stock Option Plan, as
               amended (incorporated by reference to Exhibit 28 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     --   Analysis & Technology, Inc. 1998 Stock Option Plan.
               (incorporated by reference to Exhibit A to Proxy Statement
               dated July 1, 1998 of Analysis & Technology, Inc.).
  10K     --   Amendments, dated June 30, 1989, to the Analysis &
               Technology, Inc. 1986 Stock Option Plan (incorporated by
               reference to Exhibit 19 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. 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).
</TABLE>
 
                                       14
<PAGE>   16
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C>       <S>  <C>
  10M     --   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).
  10N     --   Amendments, dated May 17, 1997, to the Analysis &
               Technology, Inc. 1983, 1984, 1985, and 1986 Stock Option
               Plans (incorporated by reference to Exhibit 10A to the
               Registrant's Report on Form 10-Q, File No. 0-14161, for the
               quarter ended June 30, 1997).
  10O     --   Amendments, dated May 17, 1997, to the Analysis &
               Technology, Inc. 1987, 1988, 1989, 1990 and 1992 Stock
               Option Plans (incorporated by reference to Exhibit 10B to
               the Registrant's Report on Form 10-Q, File No. 0-14161, for
               the quarter ended June 30, 1997).
  10P     --   Amendments, dated May 17, 1997, to the Analysis &
               Technology, Inc. 1994 and 1995 Stock Option Plans
               (incorporated by reference to Exhibit 10C to the
               Registrant's Report on Form 10-Q, File No. 0-14161, for the
               quarter ended June 30, 1997).
  10Q     --   Amendment, dated May 17, 1997, to the Analysis & Technology,
               Inc. Savings & Investment Plan, effective May 17, 1997
               (incorporated by reference to Exhibit 10D to the
               Registrant's Report on Form 10-Q, File No. 0-14161, for the
               quarter ended June 30, 1997).
  10R     --   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).
  10S     --   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).
  10T     --   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).
  10U     --   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).
  10V     --   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).
  10W     --   Amended and Restated Analysis & Technology, Inc. Savings &
               Investment Plan Effective May 17, 1997 (incorporated by
               reference to Exhibit 10D of the Registrant's Report on Form
               10-Q, File No. 0-14161 for the quarter ended June 30, 1997).
  10X     --   Amended and Restated Analysis & Technology, Inc. Employee
               Stock Ownership Plan dated November 21, 1994, effective
               January 1, 1994.
  10Y     --   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).
  10Z     --   Amendment, dated May 17, 1997, to the Analysis & Technology,
               Inc. Deferred Compensation Plan effective May 17, 1997
               (incorporated by reference to Exhibit 10E on Form 10-Q, File
               No. 0-14161, for the quarter ended June 30, 1997).
 10aa     --   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).
</TABLE>
 
                                       15
<PAGE>   17
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C>       <S>  <C>
 10bb     --   Analysis & Technology, Inc. 401(k) Restitution Plan, dated
               August 8, 1994, effective April 1, 1994.
 10cc     --   Analysis & Technology, Inc. Form of Change in Control
               Agreement, dated March 6, 1997 (incorporated by reference to
               Exhibit 10V of the Registrant's Report on Form 10-Q, File
               No. 0-14161 for the fiscal year ended March 31, 1997).
 10dd     --   Analysis & Technology, Inc. Form of Indemnification
               agreement, dated May 17, 1997 (incorporated by reference to
               Exhibit 10F of the Registrant's Report on Form 10-Q, File
               No. 0-14161 for the quarter ended June 30, 1997.
 10ee     --   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).
 10ff     --   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).
 10gg     --   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).
 10hh     --   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).
 10ii     --   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).
 10jj     --   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).
 10kk     --   Stock Purchase Agreement dated November 14, 1997, among
               Analysis & Technology, Inc., UP, Inc. and the Sellers (as
               defined therein) (incorporated by reference to Exhibit 10 on
               Form 8-K, File No. 0-14161 dated November 25, 1997).
  11*     --   Earnings per share calculation.
  13*     --   Analysis & Technology, Inc. 1998 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 1, 1998.
  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.
 
                                       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 24, 1998
 
     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 and   June 24, 1998
---------------------------------------------    Chairman of the Board (Principal
               Gary P. Bennett                   Executive Officer)
 
              /s/ DAVID M. NOLF                Executive Vice President, Chief          June 24, 1998
---------------------------------------------    Financial and Admin- istrative
                David M. Nolf                    Officer and Director
 
              /s/ LARRY M. FOX                 Vice Chairman                            June 24, 1998
---------------------------------------------
                Larry M. Fox
 
              /s/ JAMES B. FOX                 Director                                 June 24, 1998
---------------------------------------------
                James B. Fox
 
            /s/ NELDA S. NARDONE               Director                                 June 24, 1998
---------------------------------------------
              Nelda S. Nardone
 
            /s/ THURMAN F. NAYLOR              Director                                 June 24, 1998
---------------------------------------------
              Thurman F. Naylor
 
            /s/ DENNIS G. PUNCHES              Director                                 June 24, 1998
---------------------------------------------
              Dennis G. Punches
</TABLE>
 
                                       17
