10-Q

                                 Analysis & Technology, Inc.
                                 Route 2, Technology Park
                                 North Stonington, CT  06359

                                 10 February 1995

Securities and Exchange Commission
450 Fifth Ave., NW
Washington, DC  20549

Dear SEC Staff:

    Pursuant to the requirements of the Securities Exchange
Act of 1934, we are transmitting herewith the attached Form 10-Q.


                                 Sincerely,


                                 ANALYSIS & TECHNOLOGY, INC.
                                 David M. Nolf
                                 Executive Vice President



FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549


Quarterly Report Pursuant to Section 13 or 15(d) of the 
Securities Exchange Act of 1934

For the Quarterly Period ended DECEMBER 31, 1994

Commission File No. 0-14161;


ANALYSIS & TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)

TECHNOLOGY PARK, ROUTE 2, NORTH STONINGTON, CONNECTICUT 06359
(Address of principal executive office) (zip code)

(203) 599-3910
(Registrant's telephone number, including area code)

CONNECTICUT
(State or other jurisdiction of incorporation or 
organization)

IRS Employer Identification No., 95-2579365


YES, 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.

Indicate the number of shares outstanding of each of the 
issuer's classes of common stock, as of the latest 
practicable date.

As of the close of business February 6, 1995, the registrant 
had outstanding 2,364,106 shares of Common Stock. 




                           CONTENTS

                                                      PAGE

PART I.     FINANCIAL INFORMATION

            Item 1.   Financial Statements              1

            Item 2.   Management's Discussion and
                      Analysis of Financial Condition
                      and Results of Operations         5


PART II.    OTHER INFORMATION REQUIRED IN REPORT

            Item 1.   Legal Proceedings                 9

            Item 2.   Changes in Securities             9

            Item 3.   Defaults Upon Senior
                      Securities                        9

            Item 4.   Submission of Matters to a
                      Vote of Security Holders          9

            Item 5.   Other Information                 9

            Item 6.   Exhibits and Reports on 
                      Form 8-K                          9

EX-4

                                                                 1



                    FIRST AMENDMENT TO REVOLVING
       CREDIT AND TERM LOAN AGREEMENT AND REVOLVING CREDIT NOTE

          THIS AMENDMENT, dated as of December 9, 1994 ("Amendment") to 
the Amended and Restated Revolving Credit and Term Loan Agreement and the 
Revolving Credit Note, both dated as of November 15, 1993 (the 
"Agreement"), is entered into by and between ANALYSIS & TECHNOLOGY, INC., a 
Connecticut corporation (the "Company") and SHAWMUT BANK CONNECTICUT, 
NATIONAL ASSOCIATION, a national banking association (the "Bank").

                      W I T N E S S E T H
          WHEREAS, pursuant to the Agreement, the Bank has made certain 
advances to the Company and the Company has made certain covenants to the 
Bank; and 

          WHEREAS, the Bank and the Company now desire to amend the 
Agreement to provide for, among other things, an increase in the Commitment 
and an extension of the Termination Date.

          NOW, THEREFORE, in consideration of the premises and for other 
good and valuable consideration, the receipt and adequacy of which are 
hereby acknowledged and pursuant to the requirements of the Agreement, the 
parties hereto hereby agree as follows:

          Section 1.  Definitions.	Capitalized terms used herein and not 
otherwise defined herein shall have the meanings specified in, or by 
reference in, the Agreement.


                                                                 2


          Section 2.  Amendment to the Agreement

          (a)  Section 1.1 of the Agreement is amended and restated to read 
as follows:

          Section 1.1 Amounts. Subject to the terms and 
          conditions contained in this Agreement, the Bank agrees 
          to make loans (the "Revolving Credit Loans" and 
          individually, a "Revolving Credit Loan") to the Company 
          from time to time prior to October 31, 1996 (the 
          "Termination Date") in principal amounts not exceeding 
          at any one time outstanding the sum of $18,500,000 
          (such amount, as it may be reduced from time to time as 
          hereinafter provided, is herein called the 
          "Commitment") less the face amount of all Letters of 
          Credit issued for the account of the Company or any 
          other party guaranteed by the Company (the "Letters of 
          Credit" and each individually a "Letter of Credit").  
          Each Revolving Credit Loan shall be either a Domestic 
          Loan, a CD Loan, or a Eurodollar Loan as the Company 
          may elect subject to the provisions of this Agreement.  
          Notwithstanding anything herein to the contrary, during 
          the term of this Agreement, the sum of (i) the 
          aggregate outstanding principal amount of Revolving 
          Credit Loans hereunder plus (ii) the aggregate 
          available face amount of all Letters of Credit, shall 
          not at any time exceed the Commitment.

          (b)  The Revolving Credit Note attached to the Agreement as 
Exhibit A-1 is amended to substitute "$18,500,000" for each reference in 
the Agreement to "$17,500,000" and "Eighteen Million Five Hundred Thousand 
Dollars" for each reference in the Agreement to "Seventeen Million Five 
Hundred Thousand Dollars."


                                                                 3


          (c)  Section 1.3 of the Agreement is amended to change the 
maturity date of the Term Loan from August 1, 2000 to November 1, 2001, by 
substituting the reference to "August 1, 2000" with "November 1, 2001."

          (d)  Exhibits C, D, E and F to the Agreement are each amended and 
restated to read in the form of Exhibits C, D, E and F respectively, 
attached hereto and made a part hereof as Exhibits C, D, E  and F.

          Section 3.  Conditions and Effectiveness.  This Amendment shall 
become effective when, and only when, the Bank and the Company have 
received counterparts of this Amendment executed by the Bank and by the 
Company.

          Section 4.  Reference to and Effect on the Agreement.  

          (a)  Upon the effectiveness of Section 2 hereof, on and after the 
date hereof, (i) each reference in the Agreement to "this Agreement," 
"hereunder," "hereof," "herein," or words of like import, and each 
reference to the Agreement in the Revolving Credit Note and any other 
document relating to the Agreement, shall mean and be in reference to the 
Agreement as amended hereby and (ii) each reference in the Revolving Credit 
Note to "this Note, " "hereunder," "hereof," "herein," or words of similar 
import, and each reference in the Agreement to "the Note" or "the Revolving 
Credit Note" shall mean and be in reference to the Revolving Credit Note as 
amended hereby.

          (b)  Except as specifically amended herein, the Agreement and the 
Note shall remain in full force and effect and are hereby ratified and 
confirmed.


                                                                 4



          Section 5.  Headings.  Section headings in this Amendment are 
included herein for convenience of reference only and shall not constitute 
a part of this Amendment for any other purpose.

          Section 6.  Execution and Counterparts.  This Amendment may be 
executed in any number of counterparts, each of which when so executed and 
delivered shall be deemed to be an original and all of which when taken 
together shall constitute one in the same instrument.

          Section 7.  Governing Law.  This Amendment shall be governed by 
and construed in accordance with the laws of the State of Connecticut.

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment 
to be executed by their respective officers thereunto duly authorized as of 
the date first above written.

                         ANALYSIS & TECHNOLOGY, INC.


                         By:__/s/ DAVID M. NOLF____
                            Name:  David M. Nolf
                            Its:  Executive Vice President 
                            Chief Financial and Administrative Officer

                         SHAWMUT BANK CONNECTICUT,
                         NATIONAL ASSOCIATION


                         By:__/s/ MATTHEW E. HUMMEL_
                            Name:  Matthew E. Hummel
                            Its:  Vice President

EX-27

 

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