ANALOGIC CORP
10-Q, 1998-06-03
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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<PAGE>1
             UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549

                                 FORM 10-Q


X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934


For the quarterly period ended          April 30, 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                  0-6715                             


                            ANALOGIC CORPORATION                           
          (Exact name of registrant as specified in its charter)


Massachusetts                                          04-2454372          
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)


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


                                (978) 977-3000                             
           (Registrant's telephone number, including area code)


                                                                           
(Former name, former address and former fiscal year, if changed since last
report.)


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   

The number of shares of Common Stock outstanding at April 30, 1998 was
12,634,573.
<PAGE>2
                   ANALOGIC CORPORATION AND SUBSIDIARIES


                                   INDEX



                                                                 Page
                                                                  No.

Part I Financial Information

     Consolidated Condensed Balance Sheets
     April 30, 1998 and July 31, 1997                              3

     Consolidated Condensed Statements of Income
     Three and Nine Months Ended April 30, 1998 and 1997           4

     Consolidated Condensed Statements of Cash Flows
     Nine Months Ended April 30, 1998 and 1997                     5

     Notes to Consolidated Condensed Financial Statements        6 - 8

     Management's Discussion and Analysis of Financial
     Condition and Results of Operations                         9 - 12    
          


Part II Other Information                                       13 - 14

     Index to Exhibits                                             13
<PAGE>3
                       PART I FINANCIAL INFORMATION
                   ANALOGIC CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED BALANCE SHEETS
                             (000 omitted)                                 
<TABLE>
<CAPTION>
                                                  April 30,      July 31,*
                                                    1998           1997   
ASSETS                                           (Unaudited)
<S>                                               <C>            <C>
 Current assets:
   Cash and cash equivalents                      $ 29,048       $ 24,954
   Marketable securities, at market                 87,171         89,496
   Accounts and notes receivable, net               54,569         52,638
   Inventories                                      61,768         47,800
   Prepaid expenses and other current assets         7,797          6,714
      Total current assets                         240,353        221,602

 Property, plant and equipment, net                 51,409         48,247
 Investments in and advances to affiliated 
   companies                                         6,275          7,095
 Excess of cost over acquired net assets,
   net of accumulated amortization                                    171

 Other assets, including unamortized software
   costs (1998, $3,819; 1997, $4,437)                4,520          5,244
      TOTAL ASSETS                                $302,557       $282,359
</TABLE>
<PAGE>4
                       PART I FINANCIAL INFORMATION
                   ANALOGIC CORPORATION AND SUBSIDIARIES
             CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
                             (000 omitted)                                 
<TABLE>
<CAPTION>
                                                  April 30,      July 31,*
                                                    1998           1997   
                                                 (Unaudited)
<S>                                               <C>            <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
   Mortgage and other notes payable               $  1,599       $    344
   Obligations under capital leases                    543            497
   Accounts payable, trade                          18,534         13,185
   Accrued employee compensation and benefits       10,682         11,654
   Accrued expenses                                  7,216          6,343
   Accrued income taxes                              3,111          3,449
      Total current liabilities                     41,685         35,472

 Long-term debt:
   Mortgage and other notes payable                  6,033          6,333
   Obligations under capital leases                  1,868          2,281

 Deferred income taxes                               3,909          3,854
 Minority interest in subsidiary                     4,957          5,538
 Excess of acquired net assets over cost, net
   of accumulated amortization                         358            665

 Stockholders' equity:
   Common stock, $.05 par                              693            692
   Capital in excess of par value                   23,140         22,916
   Retained earnings                               234,878        220,343
   Unrealized holding gains and losses               1,609          1,713
   Cumulative translation adjustments               (1,621)        (1,617)
   Treasury stock, at cost                         (13,704)       (14,121)
   Unearned compensation                            (1,248)        (1,710)
      Stockholders' Equity                         243,747        228,216
      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY    $302,557       $282,359

* See note 2 of notes to consolidated condensed financial statements for    
  further information.
  The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>5
                   ANALOGIC CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                (UNAUDITED)
                   (000 omitted, except per share data)
<TABLE>
<CAPTION>
                                    Three Months Ended  Nine Months Ended
                                         April 30,          April 30,
Revenues:                             1998      1997      1998      1997  
<S>                                 <C>       <C>       <C>       <C>
  Product and service, net          $69,138   $54,649   $187,125  $161,295  
  Engineering and licensing           4,219     5,539     12,641    11,744
  Other operating revenue             2,575     2,579      8,785     8,224 
  Interest and dividend income        1,445     1,403      4,403     4,111
Total revenues                       77,377    64,170    212,954   185,374

Costs and expenses:
  Cost of sales:
   Product and service               40,156    32,594    108,496    94,473
   Engineering and licensing          3,986     3,206     11,439     7,691
   Other operating expenses           1,396     1,432      4,531     4,429
  General and administrative          4,645     4,434     14,702    13,192
  Selling                             6,623     6,435     19,115    18,992
  Research and product development    9,388     8,091     26,402    25,697 
  Interest expense                      123       142        352       489
  Gain on foreign exchange               (4)     (360)      (125)     (697)
  Amortization of excess of 
   acquired net assets over cost        (28)     (161)      (307)     (484)
  Amortization of excess of cost
   over acquired net assets                        51                  183
Total cost of sales and expenses     66,285    55,864    184,605   163,965
 
Income from operations               11,092     8,306     28,349    21,409

Gain on sale of marketable
  securities                                                 997
Equity in net loss                
  of unconsolidated affiliates       (1,150)     (455)    (2,811)   (1,058)
Impairment of investment                                    (400)          

Income before income taxes
 and minority interest                9,942     7,851     26,135    20,351

Provision for income taxes            3,312     2,199      8,830     6,086

Minority interest in net income                                        
  of consolidated subsidiary            268       445        627       545
Net income                          $ 6,362   $ 5,207   $ 16,678  $ 13,720 
                      
Shares outstanding - basic           12,621    12,552     12,606    12,520
Shares outstanding - diluted         12,804    12,722     12,782    12,687
Earnings per share - basic          $  0.50   $  0.41   $   1.32  $   1.09
Earnings per share - diluted        $  0.50   $  0.41   $   1.31  $   1.08

Dividends declared per common share $  0.06   $  0.05   $   0.17  $   0.15

The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>6
                   ANALOGIC CORPORATION AND SUBSIDIARIES
              CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                                (UNAUDITED)
                               (000 omitted)
<TABLE>
<CAPTION>
                                                       Nine Months Ended
                                                            April 30,
                                                         1998      1997 
<S>                                                    <C>       <C>  
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                           $16,678   $13,720
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation                                        6,360     4,414
     Amortization of capitalized software                1,801     2,292
     Amortization of excess of cost over
      acquired net assets                                            183
     Amortization of excess of acquired net
      assets over cost                                    (307)     (484)
     Minority interest in net profit of
      consolidated subsidiary                              627       545 
     Compensation from stock grants                        392       483
     Gain on sale of equipment                              (4)      (56)
     Gain on sale of marketable securities                (997)            
     Excess of equity in net losses of
      unconsolidated affiliates                          2,811     1,058  
     Impairment of investment                              400
     Changes in operating assets and liabilities
      Decrease (increase) in assets:
       Accounts and notes receivable                    (1,931)      903 
       Inventories                                     (13,968)      526
       Prepaid expenses and other current assets          (866)       32 
       Other assets                                        (45)      190
      Increase (decrease) in liabilities:
       Accounts payable, trade                           5,349       120
       Accrued expenses and other current liabilities   (1,036)      (20)
       Accrued and deferred income taxes                  (500)       35
TOTAL ADJUSTMENTS                                       (1,914)   10,221
  NET CASH PROVIDED BY OPERATING ACTIVITIES             14,764    23,941
</TABLE>
<PAGE>6
                   ANALOGIC CORPORATION AND SUBSIDIARIES
        CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (CONTINUED)
                                (UNAUDITED)
                               (000 omitted)
<TABLE>
<CAPTION>
                                                       Nine Months Ended
                                                            April 30,
                                                         1998      1997 
<S>                                                    <C>       <C>  
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property, plant and equipment            (9,672)   (4,454)
  Capitalized software                                  (1,183)     (927)
  Purchases of marketable securities                   (19,220)  (19,867)
  Maturities of marketable securities                   21,441     9,285
  Proceeds from sale of property, plant and equipment      154        59
  Proceeds from sales of marketable securities             997
  Investments in and advances to affiliated companies   (2,240)         
  NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES      (9,723)  (15,904)
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of overdraft facility                                 (3,305)
  Payments on debt and capital lease obligations          (662)     (618)   
  Proceeds from credit line                              1,250
  Issuance of common stock pursuant to stock options
   and employee stock purchase plan                        612       894
  Dividends paid to shareholders                        (2,143)   (1,879)   
  NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES        (943)   (4,908)
  EFFECT OF EXCHANGE RATE CHANGES ON CASH                   (4)   (2,174)
  NET INCREASE IN CASH AND CASH EQUIVALENTS              4,094       955
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD          24,954    18,040
CASH AND CASH EQUIVALENTS, END OF PERIOD               $29,048   $18,995

The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>8
                   ANALOGIC CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1.   In the opinion of management, the accompanying unaudited consolidated
     condensed financial statements contain all adjustments (consisting
     solely of normal recurring adjustments) necessary to fairly present
     Analogic Corporation's financial position as of April 30, 1998 and July
     31, 1997, the results of its operations for the three and nine months
     ended April 30, 1998 and 1997 and statement of cash flows for the nine
     months then ended.  The results of the operations for the three and nine
     months ended April 30, 1998 are not necessarily indicative of the
     results to be expected for the fiscal year ending July 31, 1998.

     The accounting policies followed by the Company are set forth in Note 1
     to the Company's financial statements in its Annual Report on Form 10-K
     for the fiscal year ended July 31, 1997.

2.   Financial statements, with the exception of the July 31, 1997 balance
     sheet, are unaudited and have not been examined by independent certified
     public accountants.  The consolidated balance sheet as of July 31, 1997
     contains data derived from audited financial statements.

3.   The inventories as of April 30, 1998 were not based on a physical or
     perpetual inventory but were calculated on the basis of an estimated
     percentage of material used during the period.  The components of
     inventory are estimated as follows:
<TABLE>
<CAPTION>
                                         April 30,            July 31,
                                           1998                1997    
<S>                                     <C>                 <C>
          Raw materials                 $25,390,000         $19,166,000     
          Work-in-process                23,812,000          18,381,000     
          Finished goods                 12,566,000          10,253,000
                                        $61,768,000         $47,800,000
</TABLE>
4.   Mortgage and other notes payable increased $1,255,000 primarily due to
     one of the Company's subsidiaries borrowing against its $5,000,000 line
     of credit to meet short-term cash requirements.

5.   The Company entered into an agreement on May 20, 1998 with one of the
     founders of Camtronics to purchase his entire equity interest in
     Camtronics for $1,600,000.  As a result of the purchase, the Company's
     ownership in Camtronics increased to 78.5%.

6.   Total interest expense, amounted to $462,000 of which $110,000 was
     capitalized during the nine months ended April 30, 1998.  Interest paid
     amounted to $458,000 and $590,000 during the nine months ended April 30,
     1998 and 1997, respectively.

7.   Income taxes paid during the nine months ended April 30, 1998 and 1997
     amounted to $9,023,000 and $6,084,000, respectively.
<PAGE>9
                   ANALOGIC CORPORATION AND SUBSIDIARIES
     NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

8.   The Company declared a dividend of $.05 per common share on October 9,
     1997, payable on November 6, 1997 to shareholders of record on October
     23, 1997.  On January 23, 1998, the Company declared a $.06 dividend per
     common share, payable on February 20, 1998 to shareholders of record on
     February 6, 1998.  On March 12, 1998, the Company declared a $.06
     dividend per common share, payable on April 10, 1998 to shareholders of
     record on March 27, 1998.

 9.  As previously reported during a routine audit, the Company was notified
     by the Internal Revenue Service (IRS) that it proposed to adjust the
     Company's tax returns for the years 1990 through 1992 by increasing its
     tax liability for those years by $2,837,473, $2,151,574 and $1,762,849,
     respectively.  The major claims relate to an alleged forgiveness of debt
     arising from the acquisition of property from a subsidiary of the FDIC
     and an alleged excess accumulation of earnings.

     During March 1998, the Company received notice from the IRS which upheld
     the Company's position and the proposed adjustments have been cancelled.

10.  In its fiscal quarter ended January 31, 1998, the Company adopted
     Statement of Financial Accounting Standards No. 128, "Earnings per
     Share," which modifies the calculation of earnings per share.  Basic
     earnings per common share was calculated by dividing net income by the
     weighted average number of common shares outstanding during the period. 
     Diluted earnings per share was calculated by dividing net income by the
     sum of the weighted average number of common shares outstanding plus all
     additional common shares that would have been outstanding if potentially
     dilutive common shares had been issued.  The following table indicates
     the number of shares utilized in the earnings per share calculations for
     the three and nine month periods ending April 30, 1998 and 1997,
     respectively.
<TABLE>
<CAPTION>
                                Three Months Ended      Nine Months Ended
                                     April 30,              April 30, 
                                  1998       1997        1998       1997
<S>                             <C>         <C>        <C>         <C>
     Net Income                  $6,362,000 $5,207,000 $16,678,000 $13,720,000

     Shares outstanding-basic    12,621,309 12,551,560  12,606,372  12,519,546
     Effect of dilutive 
     securities:
  
     Stock Options                  182,429    170,412     175,401     167,086

     Shares outstanding-diluted  12,803,738 12,721,972  12,781,773  12,686,632

     Earnings per share-basic   $     0.50 $     0.41 $      1.32 $      1.09

     Earnings per share-diluted $     0.50 $     0.41 $      1.31 $      1.08 
</TABLE>   
<PAGE>10
                    ANALOGIC CORPORATION AND SUBSIDIARIES
      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

11.  As a result of the Company adopting FASB No. 128, the Company's reported
     comparative earnings per share for fiscal year 1997 were restated.  The
     effect of the accounting change is represented as follows.
<TABLE>
<CAPTION>
                                 Three Months Ended       Nine Months Ended
                                   April 30, 1997          April 30, 1997
<S>                                  <C>                       <C>
     Primary EPS as reported         $    0.41                 $   1.08
     Effect of FASB No. 128                 -                      0.01
     Basic EPS as restated           $    0.41                 $   1.09    

     Fully diluted - EPS             $    0.41                 $   1.08
     Effect of FASB No. 128                 -                        - 
     Diluted EPS as restated         $    0.41                 $   1.08
</TABLE>

12.  The Year 2000 Issue is the result of computer programs being written
     using two digits rather than four digits to define the applicable year. 
     Computer programs that have time-sensitive software may recognize a date
     using "00" as the year 1900 rather than the year 2000.  If the Company's
     internal systems do not correctly recognize date information when the
     year changes to 2000, there could be an adverse impact on the Company's
     operations.

     Management has assembled a task force utilizing internal staff and
     external sources to make its information technology/computer systems Year
     2000 compliant on its operational and financial reporting systems.

     The Company is also assessing the possible effects of Year 2000 issues on
     its significant vendors and customers, which could in turn affect the
     Company's operations.  The Company has not yet been able to determine,
     however, whether any of its suppliers or service providers will need to
     make any such software modifications or replacements or whether the
     failure to make such software corrections will have an adverse effect on
     the Company's operations or financial condition.

     The total cost of the Year 2000 project has not been determined and is
     anticipated to be funded through operating cash flows.  Except for
     purchases of new hardware and software, and certain related consulting,
     costs will be expensed as incurred.  Management is taking all reasonable
     actions to modify and replace the Company's hardware and software to
     enable it to process data after the turn of the century.

13.  Certain financial statement items in the prior periods have been
     reclassed to conform with the current period presentation.
<PAGE>11
                    ANALOGIC CORPORATION AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS


FINANCIAL CONDITION

The Company's balance sheet reflects a current ratio of 5.8 to 1 at April 30,
1998 compared to 6.2 to 1 at July 31, 1997.  Cash, cash equivalents and
marketable securities, along with accounts and notes receivable, constitute
approximately 71% of current assets at April 30, 1998.  Liquidity is sustained
principally through funds provided from operations, with short-term time
deposits and marketable securities available to provide additional sources of
cash.  The Company places its cash investments in high credit quality
financial instruments and, by policy, limits the amount of credit exposure to
any one financial institution.  Management does not anticipate any
difficulties in financing operations at anticipated levels.  The Company's
debt to equity ratio was 0.24 to 1 at April 30, 1998 and July 31, 1997.

Capital expenditures totaled approximately $9,672,000 during the nine months
ended April 30, 1998.


RESULTS OF OPERATIONS
Nine Months Fiscal 1998 (04/30/98) vs. Nine Months Fiscal 1997 (04/30/97)

Product, service, engineering and licensing revenues for the nine months ended
April 30, 1998 were $199,766,000 as compared to $173,039,000 for the same
period last year, an increase of 15%.  The increase of $26,727,000 was due to
increased sales of Medical Technology Products of $21,885,000 (primarily due
to the continued and strengthening demand for Digital Laser Imaging Systems,
Magnetic Resonance Imaging products, and new products such as the Digital
Ultrasound Subsystem and Ultrasound Systems from the Company's Danish
subsidiary, B-K), Signal Processing Technology Products of $3,448,000
(primarily due to the Company entering a new and growing market for DSP
resource boards for Computer Telephony Integration applications, such as
automated directory assistance and for voice over the internet), and
Industrial Technology Products of $1,394,000 (primarily due to increased
demand of the Company's high frequency ATE boards).  Other operating revenue
of $8,785,000 and $8,224,000 represents revenue from the Hotel operation for
the nine months ending April 30, 1998 and 1997, respectively.  

The percentage of total cost of sales to total net sales for the nine months
of fiscal 1998 and 1997 were 60% and 59%, respectively.  Operating costs
associated with the Hotel during the nine months of fiscal 1998 and 1997 were
$4,531,000 and $4,429,000, respectively.

General and administrative and selling expenses increased by $1,633,000
primarily due to increases in the bad debt reserve and legal expenditures
relating to patent filings.  Research and product development expenses
increased $705,000 primarily due to the Company's expanding engineering
efforts applicable to developing complex imaging systems, such as the new
Digital Ultrasound Subsystems and the development of two prototypes of an
EXplosives Assessment CT (EXACT) system as part of a comprehensive explosives
detection system to scan checked luggage in airports.
<PAGE>12
                    ANALOGIC CORPORATION AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS
Nine Months Fiscal 1998 (04/30/98) vs. Nine Months Fiscal 1997 (04/30/97)
(continued)

Computer software costs of $1,183,000 and $927,000 were capitalized in the
nine months of fiscal 1998 and 1997, respectively.  Amortization of
capitalized software amounted to $1,801,000 and $2,292,000 in the nine months
of fiscal 1998 and 1997, respectively.

A gain on foreign exchange of $125,000 was realized during the nine months of
fiscal year 1998 versus a gain of $697,000 for the same period last year.

The Company's share of losses of a privately held company amounted to
$2,485,000 and $1,058,000 during the nine months of fiscal 1998 and 1997. 

During the nine months of fiscal 1998, the Company's investment in another
privately held company was increased by $249,000, reflecting the Company's
share of its equity.

During the nine months of fiscal 1998, the Company's investment in Analogic
Scientific was decreased by $575,000, reflecting the Company's share of
Analogic Scientific's equity.

During the nine months of fiscal 1998, the Company sold 140,560 common shares
of a publicly traded company, resulting in a gain of $997,000.

During the nine months of fiscal 1998, the Company recorded a reserve of
$400,000, reflecting a partial impairment of its 19% investment in another
privately held company.

Minority interest in the net income of the Company's consolidated subsidiary,
Camtronics, for the nine months ended April 30, 1998 amounted to $627,000
compared to $545,000 for the nine months ended April 30, 1997.

The effective tax rate for the nine months of fiscal 1998 and fiscal 1997 was
34% and 30%, respectively.  The increase was primarily due to alternative
minimum credit carryforwards utilized in fiscal 1997 not available in fiscal
1998; and no tax benefits applicable to equity in losses of unconsolidated
subsidiaries in fiscal 1998. 

Net income for the nine months ended April 30, 1998 was $16,678,000, as
compared to net income of $13,720,000 for the same period last year.  Basic
per-share earnings, or net income divided by weighted average common shares
outstanding, were $1.32, up from $1.09.  Diluted per-share earnings, or net
income divided by weighted average common shares and potential new shares from
stock options, also increased to $1.31 from $1.08.  Prior periods per share
amounts have been restated to reflect the adoption of FASB No. 128 (See Notes
10 & 11 of Notes to Consolidated Condensed Financial Statements).
<PAGE>13
                    ANALOGIC CORPORATION AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
Third Quarter Fiscal 1998 (04/30/98) vs. Third Quarter Fiscal 1997 (04/30/97)

Product, service, engineering and licensing revenues for the three months
ended April 30, 1998 were $73,357,000 as compared to $60,188,000 for the same
period last year, an increase of 22%.  The increase of $13,169,000 was due to
increased sales of Medical Technology Products of $10,105,000, (primarily due
to the continued and strengthening demand for Digital Laser Imaging Systems,
Magnetic Resonance Imaging products, and new products such as the Digital
Ultrasound Subsystem and Ultrasound Systems from the Company's Danish
subsidiary, B-K), Signal Processing Technology Products of $2,901,000
(primarily due to the Company entering a new and growing market for DSP
resource boards for Computer Telephony Integration applications, such as
automated directory assistance and for voice over the internet), and
Industrial Technology Products of $163,000.  Other operating revenue of
$2,575,000 and $2,579,000 represents revenue from the Hotel operation for the
three months ending April 30, 1998 and 1997, respectively.

The percentage of total cost of sales to total net sales for the third quarter
of fiscal 1998 and 1997 was 60%. Operating costs associated with the Hotel
during the third quarter of fiscal 1998 and 1997 were $1,396,000 and
$1,432,000, respectively.

General and administrative and selling expenses increased $399,000 primarily
due to staffing in one of the Company's subsidiaries, legal expenditures
relating to patent filings and increases to the bad debt reserve.  Research
and product development expenses increased by $1,297,000 due to the Company's
expanding engineering efforts applicable to developing complex
imaging systems, such as the new Digital Ultrasound Subsystems and the
development of two prototypes of an EXplosives Assessment CT (EXACT) system as
part of a comprehensive explosives detection system to scan checked luggage in
airports.

Computer software costs of $394,000 and $298,000 were capitalized in the third
quarter of fiscal 1998 and 1997, respectively.  Amortization of capitalized
software amounted to $605,000 and $734,000 in the third quarter of fiscal 1998
and 1997, respectively.

A gain on foreign exchange of $4,000 was realized during the third quarter of
fiscal 1998 vs. a gain of $360,000 for the same period last year.

The Company's share of losses of a privately held company amounted to $972,000
during the third quarter of fiscal 1998 and $455,000 during the third quarter
of fiscal 1997.

During the third quarter of fiscal 1998, the Company's investment in another
privately held company was decreased by $178,000, reflecting the Company's
share of its loss.

Minority interest in the net income of the Company's consolidated subsidiary,
Camtronics, for the third quarter ended April 30, 1998 amounted to $268,000
compared to $445,000 for the third quarter ended April 30, 1997.
<PAGE>14
                    ANALOGIC CORPORATION AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
Third Quarter Fiscal 1998 (04/30/98) vs. Third Quarter Fiscal 1997 (04/30/97)
(continued)                                  

The effective tax rate for the third quarter of fiscal 1998 was 33% vs. 28%
for the same period last year.  The increase was primarily due to alternative
minimum credit carryforwards utilized in fiscal 1997 not available in fiscal
1998; and no tax benefits applicable to equity in losses of unconsolidated
subsidiaries in fiscal 1998.

Net income for the three months ended April 30, 1998 was $6,362,000, as
compared to net income of $5,207,000 for the three month period ended April
30, 1997.  Basic per-share earnings, or net income divided by weighted average
common shares outstanding, were $0.50, up from $0.41.  Diluted per-share
earnings, or net income divided by weighted average common shares and
potential new shares from stock options, also increased to $0.50 from $0.41. 
Prior periods per share amounts have been restated to reflect the adoption of
FASB No. 128 (See Notes 10 & 11 of Notes to Consolidated Condensed Financial
Statements).  
<PAGE>15                              
                    ANALOGIC CORPORATION AND SUBSIDIARIES

                         PART II - OTHER INFORMATION


Item 6 - Exhibits and Reports on Form 8-K

(a)  Exhibits
       None

(b)  During the quarter ended April 30, 1998, the Company did not file any
     reports on Form 8-K.
<PAGE>16
                    ANALOGIC CORPORATION AND SUBSIDIARIES

                                 SIGNATURES


Pursuant to the requirements 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.


                                       ANALOGIC CORPORATION
                                       Registrant




Date      June 3, 1998             /s/ Bernard M. Gordon          
                                       Bernard M. Gordon
                                       Chairman of the Board
                                       Chief Executive Officer




Date      June 3, 1998             /s/ John A. Tarello           
                                       John A. Tarello
                                       Senior Vice President
                                       Chief Accounting Officer


                     



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