SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  )1

Analogic Corporation

(Name of Issuer)

Common Stock, $.05 Par Value

(Title of Class of Securities)

032657207

(CUSIP Number)

MARK MITCHELL

RAMIUS LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

(212) 845-7988

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 10, 2009

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 032657207

1	NAME OF REPORTING PERSON RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 387,040
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 387,040
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 387,040
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0%
14	TYPE OF REPORTING PERSON CO

2

CUSIP NO. 032657207

1	NAME OF REPORTING PERSON RAMIUS ENTERPRISE MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 114,773
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 114,773
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 114,773
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON OO

3

CUSIP NO. 032657207

1	NAME OF REPORTING PERSON RCG PB, LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 307,187
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 307,187
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 307,187
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4%
14	TYPE OF REPORTING PERSON OO

4

CUSIP NO. 032657207

1	NAME OF REPORTING PERSON RAMIUS ADVISORS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 421,960
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 421,960
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 421,960
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3%
14	TYPE OF REPORTING PERSON OO

5

CUSIP NO. 032657207

1	NAME OF REPORTING PERSON RCG STARBOARD ADVISORS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 387,040
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 387,040
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 387,040
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0%
14	TYPE OF REPORTING PERSON OO

6

CUSIP NO. 032657207

1	NAME OF REPORTING PERSON RAMIUS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 809,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 809,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 809,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3%
14	TYPE OF REPORTING PERSON OO

7

CUSIP NO. 032657207

1	NAME OF REPORTING PERSON COWEN GROUP, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 809,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 809,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 809,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3%
14	TYPE OF REPORTING PERSON CO

8

CUSIP NO. 032657207

1	NAME OF REPORTING PERSON RCG HOLDINGS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 809,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 809,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 809,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3%
14	TYPE OF REPORTING PERSON OO

9

CUSIP NO. 032657207

1	NAME OF REPORTING PERSON C4S & CO., L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 809,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 809,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 809,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3%
14	TYPE OF REPORTING PERSON OO

10

CUSIP NO. 032657207

1	NAME OF REPORTING PERSON PETER A. COHEN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER        - 0 -
	8	SHARED VOTING POWER 809,000
	9	SOLE DISPOSITIVE POWER        - 0 -
	10	SHARED DISPOSITIVE POWER 809,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 809,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3%
14	TYPE OF REPORTING PERSON IN

11

CUSIP NO. 032657207

1	NAME OF REPORTING PERSON MORGAN B. STARK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER       - 0 -
	8	SHARED VOTING POWER 809,000
	9	SOLE DISPOSITIVE POWER       - 0 -
	10	SHARED DISPOSITIVE POWER 809,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 809,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3%
14	TYPE OF REPORTING PERSON IN

12

CUSIP NO. 032657207

1	NAME OF REPORTING PERSON JEFFREY M. SOLOMON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER  - 0 -
	8	SHARED VOTING POWER 809,000
	9	SOLE DISPOSITIVE POWER  - 0 -
	10	SHARED DISPOSITIVE POWER 809,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 809,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3%
14	TYPE OF REPORTING PERSON IN

13

CUSIP NO. 032657207

1	NAME OF REPORTING PERSON THOMAS W. STRAUSS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER  - 0 -
	8	SHARED VOTING POWER 809,000
	9	SOLE DISPOSITIVE POWER  - 0 -
	10	SHARED DISPOSITIVE POWER 809,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 809,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3%
14	TYPE OF REPORTING PERSON IN

14

CUSIP NO. 032657207

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1. Security and Issuer.

This statement relates to the Common Stock, par value $.05 per share (the “Shares”), of Analogic Corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 8 Centennial Drive, Peabody, Massachusetts 01960.

Item 2. Identity and Background.

(a) This statement is filed by:

(i) Ramius Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Value and Opportunity Master Fund”), with respect to the Shares directly and beneficially owned by it;

(ii) Ramius Enterprise Master Fund Ltd, a Cayman Islands exempted company (“Enterprise Master Fund”), with respect to the Shares directly and beneficially owned by it;

(iii) RCG PB, Ltd, a Cayman Islands exempted company (“RCG PB”), with respect to the Shares directly and beneficially owned by it;

(iv) Ramius Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”), who serves as the investment advisor of Enterprise Master Fund and RCG PB;

(v) RCG Starboard Advisors, LLC, a Delaware limited liability company (“RCG Starboard Advisors”), who serves as the investment manager of Value and Opportunity Master Fund;

(vi) Ramius LLC, a Delaware limited liability company (“Ramius”), who serves as the sole member of each of RCG Starboard Advisors and Ramius Advisors;

(vii) Cowen Group, Inc., a Delaware corporation (“Cowen”), who serves as the sole member of Ramius;

(viii) RCG Holdings LLC, a Delaware limited liability company (“RCG Holdings”), who is the majority shareholder of Cowen;

(ix) C4S & Co., L.L.C., a Delaware limited liability company (“C4S”), who serves as managing member of RCG Holdings;

(x) Peter A. Cohen, who serves as one of the managing members of C4S;

(xi) Morgan B. Stark, who serves as one of the managing members of C4S;

(xii) Thomas W. Strauss, who serves as one of the managing members of C4S; and

(xiii) Jeffrey M. Solomon, who serves as one of the managing members of C4S.

15

CUSIP NO. 032657207

Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)           The address of the principal office of each of Ramius Advisors, RCG Starboard Advisors, Ramius, Cowen, RCG Holdings, C4S, and Messrs. Cohen, Stark, Strauss and Solomon is 599 Lexington Avenue, 20th Floor, New York, New York 10022.

The address of the principal office of each of Value and Opportunity Master Fund, Enterprise Master Fund and RCG PB is c/o Citco Fund Services (Cayman Islands) Limited, Regatta Office Park, Windward 1, 2nd Floor, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands.  The officers and directors of Value and Opportunity Master Fund and their principal occupations and business addresses are set forth on Schedule B and incorporated by reference in this Item 2.  The officers and directors of Enterprise Master Fund and their principal occupations and business addresses are set forth on Schedule C and incorporated by reference in this Item 2.  The officers and directors of RCG PB and their principal occupations and business addresses are set forth on Schedule D and incorporated by reference in this Item 2.  The officers and directors of Cowen and their principal occupations and business addresses are set forth on Schedule E and incorporated by reference in this Item 2.

(c)           The principal business of each of Value and Opportunity Master Fund, Enterprise Master Fund and RCG PB is serving as a private investment fund.  Value and Opportunity Master Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value.  Each of Enterprise Master Fund and RCG PB have been formed for the purpose of making equity and debt investments.  The principal business of RCG Starboard Advisors is acting as the investment manager of Value and Opportunity Master Fund.  The principal business of Ramius Advisors is acting as the investment advisor of Enterprise Master Fund and RCG PB.  Ramius is engaged in money management and investment advisory services for third parties and proprietary accounts and serves as the sole member of each of RCG Starboard Advisors and Ramius Advisors.  Cowen provides alternative investment management, investment banking, research, and sales and trading services through its business units, Ramius and Cowen and Company.  Cowen also serves as the sole member of Ramius.  RCG Holdings is the majority shareholder of Cowen.  C4S serves as managing member of RCG Holdings.  Messrs. Cohen, Strauss, Stark and Solomon serve as co-managing members of C4S.

(d)           No Reporting Person, nor any person listed on Schedule B, Schedule C, Schedule D or Schedule E, each annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           No Reporting Person, nor any person listed on Schedule B, Schedule C, Schedule D or Schedule E, each annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)           Messrs. Cohen, Stark, Strauss, and Solomon are citizens of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

The Shares purchased by Value and Opportunity Master Fund, PCG PB and Enterprise Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.  The aggregate purchase cost of the 809,000 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund is approximately $30,144,000, excluding brokerage commissions.

16

CUSIP NO. 032657207

Item 4. Purpose of Transaction.

The Reporting Persons originally purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

On October 28, 2009, Value and Opportunity Master Fund delivered a letter to the Issuer, nominating individuals for election as directors at the Issuer’s 2010 Annual Meeting (the “Nomination Letter”).  On December 7, 2009, the Ramius Group (as defined in the Settlement Agreement) and the Issuer entered into a Settlement Agreement.  Pursuant to the terms of the Settlement Agreement the Issuer agreed to: (i) nominate Burton P. Drayer, M.D., a Value and Opportunity Master Fund nominee, to be elected as a member of the Board of Directors of the Issuer (the “Board”) at the 2010 Annual Meeting to serve for a term of one year expiring at the 2011 annual meeting of stockholders of the Issuer (the “2011 Annual Meeting”) and (ii) appoint Dr. Drayer to the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”).

The Issuer also agreed to hold the 2010 Annual Meeting no later than January 31, 2010 and to appoint a new independent director to the Board no later than March 31, 2010 (the “New Director”). In order to accommodate the appointment of the New Director, the Issuer agreed to either (i) secure the resignation of an existing director prior to the time the Issuer mails its definitive proxy materials in connection with the 2010 Annual Meeting or (ii) propose a bylaw amendment that increases the maximum size of the Board to eleven (11) members and recommend shareholders vote for such proposal.

The New Director is to be an independent candidate selected through a process that allows the Ramius Group to (i) review the desired qualifications for the candidates; (ii) submit independent candidate(s) (the “Ramius Candidates”) for consideration by the Nominating Committee; (iii) review a list provided by the Nominating Committee no later than February 15, 2010 of the independent candidates being considered by the Nominating Committee; (iv) review the qualifications of the independent candidates and (v) provide the Nominating Committee with its feedback on those candidates.  The Nominating Committee can recommend an independent candidate other than a Ramius Candidate only pursuant to a unanimous vote of the Nominating Committee.  In the event that the New Director leaves the Board before the conclusion of the 2011 Annual Meeting, any replacements will be identified and appointed in compliance with the same process.

The Issuer also agreed not to increase the size of the Board at any time prior to the conclusion of the 2011 Annual Meeting in connection with the appointment of the New Director. In the event that the Issuer increases the size of the Board to eleven (11) members to accommodate the appointment of the New Director and a vacancy thereafter exists on the Board at any time prior to the conclusion of the 2011 Annual Meeting, other than a vacancy resulting from Dr. Drayer or the New Director leaving the Board, the Issuer agreed not to fill such vacancy and reduce the size of the Board to ten (10) members.

As part of the Settlement Agreement, the Issuer also agreed to issue a “Financial Pathway Statement” in its earnings release for the First Quarter ended October 31, 2009. The statement outlines the Issuer’s strategy for driving enhanced profitability in each of the next three years, through organic measures within the Issuer’s control, on its pathway to double-digit operating margins by fiscal year 2012.

17

CUSIP NO. 032657207

The Ramius Group agreed to (i) withdraw the Nomination Letter; (ii) vote all Shares beneficially owned by the Ramius Group in favor of the election to the Issuer’s slate of nominees  at the 2010 Annual Meeting and (iii) not nominate any other person for election at the 2010 Annual Meeting or submit any proposal for consideration at the 2010 Annual Meeting.

The foregoing description of the Settlement Agreement is qualified in its entirety by reference to the Settlement Agreement, which is attached as exhibit 99.3 hereto and is incorporated herein by reference.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, communications with management and the Board of the Issuer, nominating or recommending additional candidates to serve as members of the Board following the conclusion of the 2010 Annual Meeting, engaging in discussions with third parties about the Issuer and the Reporting Persons’ investment, including other stockholders and potential nominees to the Board, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 12,875,143 Shares outstanding as of December 8, 2009, which is the total number of Shares outstanding as reported in the Issuer’s Preliminary Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on December 11, 2009.

A. Value and Opportunity Master Fund

(a) As of the close of business on December 18, 2009, Value and Opportunity Master Fund beneficially owned387,040 Shares.

Percentage: Approximately 3.0%

(b) 1. Sole power to vote or direct vote: 387,040

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 387,040

4. Shared power to dispose or direct the disposition: 0

(c) The transactions in the Shares by Value and Opportunity Master Fund in the past 60 days are set forth in Schedule A and are incorporated by reference.

B. RCG PB

(a) As of the close of business on December 18, 2009, RCG PB beneficially owned 307,187 Shares.

Percentage: Approximately 2.4%

18

CUSIP NO. 032657207

(b) 1. Sole power to vote or direct vote: 307,187

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition:307,187

4. Shared power to dispose or direct the disposition: 0

(c) The transactions in the Shares by RCG PB in the past 60 days are set forth in Schedule A and are incorporated by reference.

C. Enterprise Master Fund

(a) As of the close of business on December 18, 2009, Enterprise Master Fund beneficially owned114,773 Shares.

Percentage:  Less than 1%

(b) 1.  Sole power to vote or direct vote:  114,773

2.  Shared power to vote or direct vote:  0

3.  Sole power to dispose or direct the disposition:  114,773

4.  Shared power to dispose or direct the disposition:  0

(c) The transactions in the Shares by Enterprise Master Fund in the past 60 days are set forth in Schedule A and are incorporated by reference.

D. RCG Starboard Advisors

(a) RCG Starboard Advisors, as the investment manager of Value and Opportunity Master Fund, may be deemed the beneficial owner of the 387,040 Shares owned by Value and Opportunity Master Fund.

Percentage: Approximately 3.0%

(b) 1. Sole power to vote or direct vote: 387,040

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 387,040

4. Shared power to dispose or direct the disposition: 0

(c) RCG Starboard Advisors did not enter into any transactions in the Shares in the past 60 days.  The transactions in the Shares on behalf of Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference.

E. Ramius Advisors

(a) Ramius Advisors, as the investment advisor of each of Enterprise Master Fund and RCG PB, may be deemed the beneficial owner of the (i) 114,773 Shares owned by Enterprise Master Fund and (ii) 307,187 Shares owned by RCG PB.

Percentage: Approximately 3.3%.

(b) 1. Sole power to vote or direct vote: 421,960

2. Shared power to vote or direct vote: 0

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3. Sole power to dispose or direct the disposition: 421,960

4. Shared power to dispose or direct the disposition: 0

(c) Ramius Advisors did not enter into any transactions in the Shares in the past 60 days.  The transactions in the Shares on behalf of Enterprise Master Fund and RCG PB in the past 60 days are set forth in Schedule A and incorporated by reference.

F. Ramius

(a) Ramius, as the sole member of each of RCG Starboard Advisors and Ramius Advisors, may be deemed the beneficial owner of the (i) 387,040 Shares owned by Value and Opportunity Master Fund, (ii) 307,187 Shares owned by RCG PB and (iii) 114,773 Shares owned by Enterprise Master Fund.

Percentage: Approximately 6.3%

(b) 1. Sole power to vote or direct vote: 809,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 809,000

4. Shared power to dispose or direct the disposition: 0

(c) Ramius did not enter into any transactions in the Shares in the past 60 days.  The transactions in the Shares in the past 60 days on behalf of Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

G. Cowen

(a) Cowen, as the sole member of Ramius, may be deemed the beneficial owner of the (i) 387,040 Shares owned by Value and Opportunity Master Fund, (ii) 307,187 Shares owned by RCG PB and (iii) 114,773 Shares owned by Enterprise Master Fund.

Percentage: Approximately 6.3%

(b) 1. Sole power to vote or direct vote: 809,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 809,000

4. Shared power to dispose or direct the disposition: 0

(c) Cowen did not enter into any transactions in the Shares in the past 60 days.  The transactions in the Shares in the past 60 days on behalf of Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

H. RCG Holdings

(a) RCG Holdings, as the majority shareholder of Cowen, may be deemed the beneficial owner of the (i)387,040 Shares owned by Value and Opportunity Master Fund, (ii) 307,187 Shares owned by RCG PB and (iii) 114,773 Shares owned by Enterprise Master Fund.

Percentage: Approximately 6.3%

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(b) 1. Sole power to vote or direct vote:809,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 809,000

4. Shared power to dispose or direct the disposition: 0

(c) RCG Holdings did not enter into any transactions in the Shares in the past 60 days.  The transactions in the Shares in the past 60 days on behalf of Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

I. C4S

(a) C4S, as the managing member of RCG Holdings, may be deemed the beneficial owner of the(i) 387,040 Shares owned by Value and Opportunity Master Fund, (ii) 307,187 Shares owned by RCG PB and (iii) 114,773 Shares owned by Enterprise Master Fund.

Percentage: Approximately 6.3%

(b) 1. Sole power to vote or direct vote: 809,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 809,000

4. Shared power to dispose or direct the disposition: 0

(c) C4S did not enter into any transactions in the Shares in the past 60 days.  The transactions in the Shares in the past 60 days on behalf of Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

J. Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon

(a) Each of Messrs. Cohen, Stark, Strauss and Solomon, as the managing members of C4S,  may be deemed the beneficial owner of the(i) 387,040 Shares owned by Value and Opportunity Master Fund, (ii) 307,187 Shares owned by RCG PB and (iii) 114,773  Shares owned by Enterprise Master Fund.

Percentage: Approximately 6.3%

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 809,000

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 809,000

(c) None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon has entered into any transactions in the Shares in the past 60 days.  The transactions in the Shares in the past 60 days on behalf of Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.

(e) Not applicable.

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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On December 21, 2009, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law.  A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On December 7, 2009, the Reporting Persons entered into a Settlement Agreement with the Issuer, the terms of which are described in Item 4.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

99.1   Joint Filing Agreement by and among Ramius Value and Opportunity Master Fund Ltd, RCG PB, Ltd, Ramius Enterprise Master Fund Ltd, Ramius Advisors, LLC, RCG Starboard Advisors, LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated December 21, 2009.

99.2   Power of Attorney for Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated August 16, 2007.

99.3   Settlement Agreement by and among Ramius Value and Opportunity Master Fund Ltd, RCG PB, Ltd, Ramius Enterprise Master Fund Ltd, Ramius Advisors, LLC, RCG Starboard Advisors, LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Burton P. Drayer, M.D. and Analogic Corporation, dated December 7, 2009.

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SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  December 21, 2009

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD By: RCG Starboard Advisors, LLC,        its investment manager   RCG PB, LTD By: Ramius Advisors, LLC,        its investment advisor   RAMIUS ENTERPRISE MASTER FUND LTD By: Ramius Advisors, LLC,        its investment advisor   RCG STARBOARD ADVISORS, LLC By: Ramius LLC,        its sole member   RAMIUS ADVISORS, LLC By: Ramius LLC,        its sole member   RAMIUS LLC By: Cowen Group, Inc.,         its sole member   COWEN GROUP, INC.   RCG HOLDINGS LLC By: C4S & Co., L.L.C.,        its managing member   C4S & CO., L.L.C.  

By:	/s/ Jeffrey M. Solomon
	Name: Jeffrey M. Solomon
	Title: Authorized Signatory

/s/ Jeffrey M. Solomon

JEFFREY M. SOLOMON

Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss

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SCHEDULE A

Transactions in the Shares During the Past 60 Days

Shares of Common Stock Purchased Price Per Share($) Date of Purchase

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

3,332	39.3437	10/19/2009
4,998	38.5991	10/20/2009
2,891	38.5777	10/20/2009
8,379	39.3696	10/21/2009
13,566	39.4897	10/21/2009
5,782	40.0360	10/22/2009
1,187	39.9566	10/23/2009
13,002	40.1710	10/23/2009
836	40.6464	10/26/2009
13,088	40.2575	10/26/2009
106	39.1631	10/27/2009
10,529	40.2206	10/27/2009
601	39.9825	10/28/2009
7,452	40.1095	10/28/2009
1,471	39.4469	10/29/2009
2,911	39.3644	10/29/2009
49	37.5300	10/30/2009
4,879	38.1472	10/30/2009
14,700	36.0171	12/10/2009
14,700	35.8787	12/10/2009
44,100	35.9500	12/10/2009
1,072	35.1828	12/10/2009
8,728	35.4071	12/10/2009

RCG PB, LTD

2,584	39.3437	10/19/2009
3,876	38.5991	10/20/2009
2,242	38.5777	10/20/2009
6,498	39.3696	10/21/2009
10,521	39.4897	10/21/2009
4,484	40.0360	10/22/2009
920	39.9566	10/23/2009
10,083	40.1710	10/23/2009
648	40.6464	10/26/2009
10,150	40.2575	10/26/2009
83	39.1631	10/27/2009
8,165	40.2206	10/27/2009
466	39.9825	10/28/2009

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5,780	40.1095	10/28/2009
1,141	39.4469	10/29/2009
2,257	39.3644	10/29/2009
38	37.5300	10/30/2009
3,784	38.1472	10/30/2009
11,400	36.0171	12/10/2009
11,400	35.8787	12/10/2009
34,200	35.9500	12/10/2009
831	35.1828	12/10/2009
6,769	35.4071	12/10/2009

RAMIUS ENTERPRISE MASTER FUND LTD

884	39.3437	10/19/2009
1,326	38.5991	10/20/2009
767	38.5777	10/20/2009
2,223	39.3696	10/21/2009
3,599	39.4897	10/21/2009
1,534	40.0360	10/22/2009
315	39.9566	10/23/2009
3,450	40.1710	10/23/2009
222	40.6464	10/26/2009
3,472	40.2575	10/26/2009
28	39.1631	10/27/2009
2,794	40.2206	10/27/2009
160	39.9825	10/28/2009
1,977	40.1095	10/28/2009
390	39.4469	10/29/2009
772	39.3644	10/29/2009
13	37.5300	10/30/2009
1,295	38.1472	10/30/2009
3,900	36.0171	12/10/2009
3,900	35.8787	12/10/2009
11,700	35.9500	12/10/2009
285	35.1828	12/10/2009
2,315	35.4071	12/10/2009

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SCHEDULE B

Directors and Officers of Ramius Value and Opportunity Master Fund Ltd

Name and Position	Principal Occupation	Principal Business Address	Citizenship
Jeffrey M. Solomon Director	Chairman of the Investment Committee of Cowen Group, Inc.	599 Lexington Avenue 20th Floor New York, New York 10022	United States
Mark R. Mitchell Director	Partner Managing Director of Ramius LLC	599 Lexington Avenue 20th Floor New York, New York 10022	United States
CFS Company Ltd. Director	Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund	c/o Citco Fund Services (Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies	Cayman Islands
CSS Corporation Ltd. Secretary	Affiliate of the Administrator of the Fund	c/o Citco Fund Services (Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies	Cayman Islands

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SCHEDULE C

Directors and Officers of Ramius Enterprise Master Fund Ltd

Name and Position	Principal Occupation	Principal Business Address	Citizenship
Morgan B. Stark Director	Chief Executive Officer and President of Ramius LLC	599 Lexington Avenue 20th Floor New York, New York 10022	United States
Marran Ogilvie Director	Chief of Staff of Cowen Group, Inc.	599 Lexington Avenue 20th Floor New York, New York 10022	United States
CFS Company Ltd. Director	Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund	c/o Citco Fund Services (Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies	Cayman Islands
CSS Corporation Ltd. Secretary	Affiliate of the Administrator of the Fund	c/o Citco Fund Services (Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies	Cayman Islands

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SCHEDULE D

Directors and Officers of RCG PB, Ltd

Name and Position	Principal Occupation	Principal Business Address	Citizenship
Morgan B. Stark Director	Chief Executive Officer and President of Ramius LLC	599 Lexington Avenue 20th Floor New York, New York 10022	United States
Marran Ogilvie Director	Chief of Staff of Cowen Group, Inc.	599 Lexington Avenue 20th Floor New York, New York 10022	United States
CFS Company Ltd. Director	Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund	c/o Citco Fund Services (Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies	Cayman Islands
CSS Corporation Ltd. Secretary	Affiliate of the Administrator of the Fund	c/o Citco Fund Services (Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies	Cayman Islands

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SCHEDULE E

Directors and Officers of Cowen Group, Inc.

Name and Position	Principal Occupation	Principal Business Address	Citizenship
Peter A. Cohen Chairman of the Board and Chief Executive Officer	Chief Executive Officer of Cowen Group, Inc.	c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022	United States
Jules B. Kroll Director	President of JEMKroll Group	c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022	United States
David M. Malcolm Director	President and Chief Executive Officer of Cowen and Company	c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022	United States
Jerome S. Markowitz Director	Senior Partner at Conifer Securities LLC	c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022	United States
Jack H. Nusbaum Director	Chairman of Willkie Farr & Gallagher LLP	c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022	United States
L. Thomas Richards, M.D. Director	Physician, UCSF Medical Center	c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022	United States
Edoardo Spezzotti Director	Senior Executive Vice President of Unicredit Group	c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022	Italy
John E. Toffolon, Jr. Lead Director	Director, Westway Group, Inc.	c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022	United States
Charles W.B. Wardell, III Director	Senior Client Partner at Korn/Ferry	c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022	United States

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Christopher A. White Chief Financial Officer	Chief Financial Officer of Cowen Group, Inc.	c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022	United States
Joseph R. Wright Director	Chief Executive Officer and Director of Scientific Games Corporation	c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022	United States

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EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $.05 par value, of Analogic Corporation.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated:  December 21, 2009

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD By: RCG Starboard Advisors, LLC,        its investment manager   RCG PB, LTD By: Ramius Advisors, LLC,        its investment advisor   RAMIUS ENTERPRISE MASTER FUND LTD By: Ramius Advisors, LLC,        its investment advisor   RCG STARBOARD ADVISORS, LLC By: Ramius LLC,        its sole member   RAMIUS ADVISORS, LLC By: Ramius LLC,        its sole member   RAMIUS LLC By: Cowen Group, Inc.,         its sole member   COWEN GROUP, INC.   RCG HOLDINGS LLC By: C4S & Co., L.L.C.,        its managing member   C4S & CO., L.L.C.  

By:	/s/ Jeffrey M. Solomon
	Name: Jeffrey M. Solomon
	Title: Authorized Signatory

/s/ Jeffrey M. Solomon

JEFFREY M. SOLOMON

Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss

EX-99.2

Exhibit 99.2

POWER OF ATTORNEY

The undersigned hereby appoints Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any settlement agreement, any amendments to any of the foregoing and any related documentation which may be required to be filed in his individual capacity as a result of the undersigned’s beneficial ownership of, or participation in a group with respect to, securities directly or indirectly beneficially owned by Ramius Capital Group, LLC or any of its affiliates, and granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of Peter A, Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, or any of them, under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to file Schedule 13Ds or Schedule 13Gs unless revoked earlier in writing.

Date: August 16, 2007

/s/ Peter A. Cohen

Peter A. Cohen

/s/ Morgan B. Stark

Morgan B. Stark

/s/ Jeffrey M. Solomon

Jeffrey M. Solomon

/s/ Thomas W. Strauss

Thomas W. Strauss

EX-99.3

Exhibit 99.3

SETTLEMENT AGREEMENT

This Settlement Agreement (this “Agreement”) is made and entered into as of December 7, 2009, by and among Analogic Corporation (the “Company” or “Analogic”) and the entities and natural persons listed on Exhibit A hereto (collectively, the “Ramius Group”) (each of the Company and the Ramius Group, a “Party” to this Agreement, and collectively, the “Parties”).

RECITALS:

WHEREAS, the Company and the Ramius Group have engaged in various discussions and communications concerning the Company’s business, financial performance and strategic plans; and

WHEREAS, the Ramius Group duly submitted a nomination letter to the Company on October 28, 2009 (the “Nomination Letter”) nominating three (3) individuals as director candidates for election to the Company’s board of directors (the “Board”) at the 2010 annual meeting of stockholders of the Company (including any adjournment or postponement thereof, the “2010 Annual Meeting”); and

WHEREAS, the Ramius Group has reviewed and approved the statement for inclusion in the Company’s First Quarter Fiscal Year 2010 Earnings Release outlining the primary pathways through which the Company intends to reach its objective of achieving double digit operating margins by Fiscal Year 2012 (the “Financial Pathway Statement”); and

WHEREAS, the Company included the Financial Pathway Statement in the form approved by the Ramius Group in its First Quarter Fiscal Year 2010 Earnings Release; and

WHEREAS, the Company and the members of the Ramius Group have determined (i) that the interests of the Company and its stockholders would be best served at this time by, among other things, avoiding an election contest and the expense and disruption that may result therefrom and (ii) to come to an agreement with respect to the composition of the Board, certain matters related to the 2010 Annual Meeting and certain other matters, as provided in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Board Matters; Board Appointment; 2010 Annual Meeting; Committee Appointment; Independent Candidate Appointment.

(a) The Company agrees to nominate Burton P. Drayer, M.D. to be elected as a member of the Board at the 2010 Annual Meeting to serve for a term of one year expiring at the 2011 annual meeting of stockholders of the Company (including any adjournment or postponement thereof, the “2011 Annual Meeting”) and will recommend a vote “for” Dr. Drayer at the 2010 Annual Meeting and solicit proxies from all stockholders to vote all shares of Common Stock in favor of the election to the Board of Dr. Drayer. At the 2010 Annual Meeting, the Ramius Group shall appear in person or by proxy and vote all shares of Common Stock beneficially owned by it and its affiliates in favor of the election to the Board of the Company’s slate of nominees (the “2010 Nominees”). The Ramius Group shall cause to be executed proxies for the 2010 Nominees (in the form utilized by the Company to solicit proxies for all stockholders) so as to vote all shares of Common Stock beneficially owned by it and its affiliates in favor of the election to the Board of the 2010 Nominees. The Ramius Group shall not withdraw or modify any such proxies.

(b) Upon the conclusion of the 2010 Annual Meeting, the Company shall take all action necessary in furtherance of the appointment of Dr. Drayer to the Nominating and Corporate Governance Committee of the Company (the “Nominating Committee”).

(c) Upon execution of this Agreement, the Ramius Group hereby withdraws its Nomination Letter.

(d) The Company agrees that it will hold the 2010 Annual Meeting no later than January 31, 2010.

(e) If Dr. Drayer leaves the Board (whether by resignation or otherwise) before the conclusion of the 2011 Annual Meeting, the Ramius Group will be entitled to recommend to the Nominating Committee replacement director(s) provided that such replacement director(s) qualify as “independent” pursuant to NASDAQ listing standards. The Nominating Committee will not unreasonably withhold acceptance of any replacement director recommended by the Ramius Group. In the event the Nominating Committee does not accept a replacement director recommended by the Ramius Group, the Ramius Group will have the right to recommend additional replacement director(s) for consideration by the Nominating Committee. The Company will cause the Board to appoint such replacement director(s) to the Board and the Nominating Committee no later than fifteen (15) business days after the Nominating Committee’s recommendation of such replacement director(s).

(f) Except as set forth in Section 2(e)(ii), the parties hereto acknowledge that the only matters that may be presented by the Company for consideration at the 2010 Annual Meeting include (i) the election of the 2010 Nominees, (ii) the approval of the Company’s 2009 Stock Incentive Plan, and (iii) the ratification of the Company’s independent registered public accounting firm.

(g) Neither the Ramius Group nor any member of the Ramius Group shall (i) nominate any person for election at the 2010 Annual Meeting or (ii) submit any proposal for consideration at, or bring any other business before, the 2010 Annual Meeting, directly or indirectly. The Ramius Group shall not enter into any agreement, understanding or arrangement with the purpose or effect to cause or further any of the foregoing or otherwise engage in any activities with the purpose or effect to cause or further any of the foregoing.

2. Independent Candidate Search; Appointment of Independent Candidate.

(a) Upon the execution of this Agreement, the Nominating Committee will undertake a process to identify potential independent candidates (the “Independent Candidates”) from which the Board will select one Independent Candidate to appoint as a member of the Board by no later than March 31, 2010 (the “New Director).

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(b) The Company will advise the Ramius Group of the desired qualifications for the Independent Candidates. The Ramius Group will be permitted to submit Independent Candidate(s) (the “Ramius Candidates”) for consideration by the Nominating Committee.

(c) The Company will provide the Ramius Group with a list of the Independent Candidates being considered by the Nominating Committee no later than February 15, 2010. The Ramius Group will be permitted to meet with (telephonically or otherwise) and review the qualifications of the Independent Candidates and provide the Nominating Committee with its feedback on those candidates.

(d) Any vote by the Nominating Committee to recommend an Independent Candidate, who is not a Ramius Candidate, for appointment as the New Director shall be unanimous.

(e) In order to accommodate the appointment of the New Director to the Board, the Board shall either (i) secure the resignation of an existing director prior to the time the Company mails its definitive proxy materials in connection with the 2010 Annual Meeting (with such resignation to be tendered and effective on or before March 31, 2010); or (ii) put up for stockholder vote at the 2010 Annual Meeting a proposal to amend the Company’s Bylaws to change the variable range for the size of the Board from “not less than five, nor more than ten” members to “not less than five, nor more than eleven” members. (the “Bylaw Amendment”)

(f) The Company agrees that the Board shall only be increased at any time prior to the conclusion of the 2011 Annual Meeting in connection with the appointment of the New Director. In the event that the Company increases the size of the Board to eleven (11) members to accommodate the appointment of the New Director and a vacancy thereafter exists on the Board at any time prior to the conclusion of the 2011 Annual Meeting, other than a vacancy resulting from Dr. Drayer or the New Director leaving the Board, the Company agrees not to fill such vacancy and to reduce the size of the Board to ten (10) members.

(g) If the New Director leaves the Board (whether by resignation or otherwise) before the conclusion of the 2011 Annual Meeting, a replacement director will be identified and appointed to the Board in a process consistent with this Section 2.

(h) In the event that the Company elects to comply with Section 2(e)(ii) above, the Company will recommend a vote “for” the Bylaw Amendment at the 2010 Annual Meeting and solicit proxies from all stockholders to vote all shares of Common Stock in favor of such proposal.

3. Representations and Warranties of the Company.

The Company represents and warrants to the Ramius Group that (a) the Company has the corporate power and authority to execute this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles and (c) the execution, delivery and performance of this Agreement by the Company does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.

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4. Representations and Warranties of the Ramius Group.

The Ramius Group shall cause its affiliates to comply with the terms of this Agreement. The Ramius Group represents and warrants to the Company that (a) the authorized signatory of the Ramius Group set forth on the signature page hereto has the power and authority to execute this Agreement and to bind it thereto this Agreement (b) this Agreement has been duly authorized, executed and delivered by the Ramius Group, and constitutes a valid and binding obligation of the Ramius Group, enforceable against the Ramius Group in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of the Ramius Group as currently in effect and (d) the execution, delivery and performance of this Agreement by each member of the Ramius Group does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such member is a party or by which it is bound.

5. Press Release.

Promptly following the execution of this Agreement, the Company and the Ramius Group shall jointly issue a mutually agreeable press release (the “Mutual Press Release”) announcing the terms of this Agreement, substantially in the form attached hereto as Exhibit B. Prior to the issuance of the Mutual Press Release, neither the Company nor the Ramius Group shall issue any press release or public announcement regarding this Agreement or take any action that would require public disclosure thereof without the prior written consent of the other party.

6. Specific Performance.

Each of the members of the Ramius Group, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other party hereto would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable in damages. It is accordingly agreed that the members of the Ramius Group or any of them, on the one hand, and the Company, on the other hand (the “Moving Party”), shall each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity.

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7. Expenses.

The Company shall reimburse the Ramius Group for its reasonable, documented out-of-pocket fees and expenses (including legal expenses) incurred in connection with the matters related to the 2010 Annual Meeting and the negotiation and execution of this Agreement, provided that such reimbursement shall not exceed $35,000 in the aggregate.

8. Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the parties that the parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the parties agree to use their best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.

9. Notices.

Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

Analogic Corporation

8 Centennial Drive

Peabody, Massachusetts 01960

Attention: John J. Fry, General Counsel

Facsimile:

With a copy to:

WilmerHale

60 State Street

Boston, Massachusetts 02109

Attention: Michael J. LaCascia, Esq.

                   Patrick J. Rondeau, Esq.

Facsimile: (617) 526-5000

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If to the Ramius Group or any member of the Ramius Group:

Ramius Value and Opportunity Master Fund Ltd

c/o RCG Starboard Advisors, LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

Attention: Jeffrey C. Smith

                   Owen S. Littman

Telephone: (212) 845-7900

Facsimile: (212) 845-7995

With a copy to:

Olshan Grundman Frome Rosenzweig & Wolosky LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

Attention: Steven Wolosky, Esq.

Facsimile: (212) 451-2222

10. Applicable Law.

This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of New York without regard to the principles of conflict of laws. Each of the Parties consents to the exclusive jurisdiction of the Federal and State courts of the State of New York for the decision of any disputes relating to this Agreement, and each agrees not to assert by way of motion, as a defense or otherwise, in any such suit, action or proceeding, any claim that such Party is not personally subject to the jurisdiction of such court, that the suit, action, or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that this Agreement may not be litigated in or by such court.

11. Counterparts.

This Agreement may be executed in one or more counterparts which together shall constitute a single agreement.

12. Entire Agreement; Amendment and Waiver; Successors and Assigns.

This Agreement contains the entire understanding of the parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and the Ramius Group. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of the Ramius Group, the prior written consent of the Company, and with respect to the Company, the prior written consent of the Ramius Group.

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13. Mutual Non-Disparagement.

For a period beginning on the effective date of this Agreement and ending on (i) the date that is one-month prior the nomination deadline for the 2011 Annual Meeting (in the event that the Company has appointed an Independent Candidate by March 31, 2010); or (ii) April 1, 2010 (in the event that the Company has failed to appoint an Independent Candidate by March 31, 2010), each of the Parties covenants and agrees that none of it or its respective subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall in any way disparage, attempt to discredit, or otherwise call into disrepute, the other Parties or such other Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of such other Parties, their products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives.

[The remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the date hereof.

ANALOGIC CORPORATION
By:	/s/ James W. Green
	Name: James W. Green
	Title: President and CEO

THE RAMIUS GROUP:

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD By: RCG Starboard Advisors, LLC,        its investment manager   RCG PB, LTD By: Ramius Advisors, LLC,        its investment advisor   RAMIUS ENTERPRISE MASTER FUND LTD By: Ramius Advisors, LLC,        its investment advisor   RCG STARBOARD ADVISORS, LLC By: Ramius LLC,        its sole member   RAMIUS ADVISORS, LLC By: Ramius LLC,        its sole member   RAMIUS LLC By: Cowen Group, Inc.,         its sole member   COWEN GROUP, INC.   RCG HOLDINGS LLC By: C4S & Co., L.L.C.,        its managing member   C4S & CO., L.L.C.  

By:	/s/ Jeffrey M. Solomon
	Name: Jeffrey M. Solomon
	Title: Authorized Signatory

/s/ Jeffrey M. Solomon

JEFFREY M. SOLOMON

Individually and as attorney-in-fact for Peter A. Cohen,

Morgan B. Stark and Thomas W. Strauss

/s/ Burton P. Drayer, M.D.

BURTON P. DRAYER, M.D.

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EXHIBIT A

The Ramius Group

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

RCG PB, LTD

RAMIUS ENTERPRISE MASTER FUND LTD

RAMIUS ADVISORS, LLC

RCG STARBOARD ADVISORS, LLC

RAMIUS LLC

COWEN GROUP, INC.

RCG HOLDINGS LLC

C4S & CO., L.L.C.

PETER A. COHEN

MORGAN B. STARK

THOMAS W. STRAUSS

JEFFREY M. SOLOMON

BURTON P. DRAYER, M.D.

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EXHIBIT B

[MUTUAL PRESS RELEASE]

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CONFIDENTIAL DRAFT	December 7, 2009

NOT FOR IMMEDIATE WORLDWIDE RELEASE

For Further Information, Contact:

For Analogic: Mark Namaroff Director of Strategic Marketing and Investor Relations (978) 326-4058 Investorrelations@analogic.com Matthew Sherman / Andrew Siegel Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449 For Ramius: Gavin Molinelli Ramius LLC (212) 201-4828 gmolinelli@ramius.com

ANALOGIC ANNOUNCES SETTLEMENT AGREEMENT WITH RAMIUS

Will Nominate Dr. Burton Drayer to Serve on Analogic Board of Directors

Will Appoint Additional New Independent Director

Issues “Financial Pathway Statement” Outlining Strategy for Achieving Double-Digit Operating Margins

PEABODY, Mass. – December 9, 2009 – Analogic Corporation (NASDAQ: ALOG), a leading designer and manufacturer of medical imaging and aviation security technology, today announced that it has reached an agreement with Ramius Value and Opportunity Master Fund Ltd, an affiliate of RCG Starboard Advisors, LLC and Ramius LLC (collectively, “Ramius”), relating to the Company’s 2010 Annual Meeting of Stockholders. Ramius beneficially owns approximately 4.9% of Analogic’s outstanding shares. The Analogic 2010 Annual Meeting will be held on January 29, 2010 at the Company’s world headquarters in Peabody, Massachusetts.

Analogic will nominate Dr. Burton Drayer, Executive Vice President for Risk at The Mount Sinai Medical Center and Chairman and Director of Mount Sinai’s Department of Radiology, to stand for election as a new independent director on the Analogic Board at the January 2010 Annual Meeting. Dr. Drayer, who was recommended by Ramius, will fill the vacancy resulting from the previously announced departure of Analogic founder and Chairman Emeritus from the Company’s Board. It is expected that Dr. Drayer will also serve on the Nominating and Corporate Governance Committee.

Also at the 2010 Annual Meeting, Analogic will ask the Company’s shareholders to approve an increase of the size of the Analogic Board from ten to eleven members. Subject to shareholder approval, Analogic will appoint a new independent director to its Board by March 31, 2010. The Nominating Committee of Analogic’s Board will identify potential director candidates, including any proposed by Ramius and other Analogic stockholders, from which the Board will select one individual to appoint to the Board.

As part of the settlement agreement, Analogic also agreed to issue a “Financial Pathway Statement” in its earnings release for the First Quarter ended October 31, 2009. The statement outlines Analogic’s strategy for driving  enhanced profitability in each of the next three years, through organic measures within the Company’s control, on its pathway to double-digit operating margins by fiscal year 2012.

CONFIDENTIAL DRAFT December 7, 2009

Ramius has withdrawn its nomination of director candidates to Analogic’s Board and has agreed to vote its shares in favor of each of the Board’s nominees.

“We welcome open dialogue with and input from our stockholders and are pleased to have reached this agreement with Ramius, which we believe serves the best interests of all Analogic stockholders,” said Jim Green, President and Chief Executive Officer of Analogic. “Our Board and management team are committed to continuing to work on behalf of all Analogic stockholders with the shared goal of enhancing value.”

“We are delighted to nominate Dr. Drayer for election to Analogic’s Board,” said Ed Voboril, Analogic Chairman of the Board of Directors. “Burt brings to Analogic significant industry experience due to his roles as a practitioner, professor, and business executive. As an Executive Vice President at Mount Sinai, he understands the economics of the health care industry. In addition, as a member of the faculty at the Mount Sinai School of Medicine and the President-elect of the Radiological Society of America, Burt is directly involved in education, research and health care policy. We strongly believe that Burt’s experience, coupled with his deep understanding of Analogic’s businesses, will be beneficial to the Company and all Analogic stockholders.”

On behalf of Ramius, Mark Mitchell said, “We are pleased to have worked constructively with Analogic with the shared goal of enhancing stockholder value. We support the Company’s commitment and strategy to significantly improve profitability in each of the next three years with the goal of achieving double digit operating margins by fiscal year 2012. We are confident that the nomination of Dr. Drayer to the Board and the Board’s commitment to adding another highly-qualified, independent director by March 31, 2010 will serve the best interests of Analogic and its stockholders.”

The complete Agreement will be included as an exhibit to the Company’s Current Report on Form 8-K to be filed with the Securities and Exchange Commission.

Burton Drayer, MD

Dr. Drayer, 63, has served as Executive Vice President for Risk at The Mount Sinai Medical Center (“Mount Sinai”), one of the country’s oldest and largest voluntary teaching hospitals, since September 2008. He is a Dr. Charles M. and Marilyn Newman Professor and has served as Chairman and Director of the Department of Radiology at Mount Sinai since July 1995. Dr. Drayer served as the President and Executive Vice President for Hospital and Clinic Affairs at Mount Sinai from November 2003 until September 2008. He is a Fellow of both the American Academy of Neurology and the American College of Radiology, serving on the Board of Chancellors of the latter. Dr. Drayer also serves on the Board of Directors of the Radiological Society of America. He is presently President-elect of the RSNA. Dr. Drayer is a former president of the American Society of Neuroradiology (ASNR), a founder of the Neuroradiology Education and Research Foundation of ASNR, as well as a former president of the New York Roentgen Society. Dr. Drayer holds an A.B. in Political Science from the University of Pennsylvania and received his M.D. from the Chicago Medical School at the University of Health Sciences in Chicago. Dr. Drayer has also served on the faculty and in leadership positions of three research-oriented medical schools, and has authored more than 200 journal articles and similar publications, 41 book chapters and two books and is an internationally recognized expert in the areas of radiology and neuroradiology.

Forward-Looking Statements

Any statements about future expectations, plans, and prospects for the Company, including statements containing the words “believes,” “anticipates,” “plans,” “expects,” and similar statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including risks relating to product development and commercialization, limited demand for the Company’s products, risks associated with competition, uncertainties associated with regulatory agency approvals, competitive pricing pressures, downturns in the economy, the risk of potential intellectual property litigation, and other factors discussed in our most recent quarterly report filed with the Securities and Exchange Commission. In addition, the forward-looking statements included in this presentation represent the Company’s views as of the date of this document. While the Company anticipates that subsequent events and developments will cause the Company’s views to change, the Company specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s views as of any later date.

CONFIDENTIAL DRAFT December 7, 2009

About Ramius LLC

Ramius LLC is an investment advisor that manages assets in a variety of alternative investment strategies. Ramius LLC is headquartered in New York with offices located in London, Luxembourg, Tokyo, Hong Kong and Munich.

About Analogic

Analogic Corporation is a growth oriented high-technology signal and image-processing company, providing products and services to original equipment manufacturers (OEMs) and end users in growing medical diagnostics and security markets worldwide. The Company is recognized worldwide for advancing the state of the art in automatic explosives detection, computed tomography (CT), digital radiography (DR), ultrasound, magnetic resonance imaging (MRI), and advanced signal processing. For more information, visit www.analogic.com.

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