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| ANALYSTS      INTERNATIONAL CORPORATION                                            |
|------------------------------------------------------------------------------------|
| (Exact      name of registrant as specified in its charter)                        |
|                                                                               |
| Minnesota                                                                          | 41-0905408 |
| (State      of Incorporation)                                                      | (IRS      Employer Identification No.) |
|                                                                               |   |
| 3601      West 76th      Street                                                    |   |
| Minneapolis,      MN                                                               | 55435 |
| (Address      of Principal Executive Offices)                                      | (Zip      Code) |
|                                                                               |   |
| Registrant’s      telephone number, including area code: (952)      835-5900 |

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| Part      I.       | FINANCIAL      INFORMATION                                                                            |
|--------------------|-------------------------------------------------------------------------------------------------------|
|               |                                                                                                  |
| Item      1.       | Financial      Statements                                                                             |
|               |                                                                                                  |
|               | Condensed      Consolidated Balance Sheets                                                            |
|               | March 29, 2008 (Unaudited) and      December 29, 2007                                                 |
|               |                                                                                                  |
|               | Condensed      Consolidated Statements of Operations                                                  |
|               | Three months ended March 29,      2008 and March 31, 2007 (Unaudited)                                 |
|               |                                                                                                  |
|               | Condensed      Consolidated Statements of Cash Flows                                                  |
|               | Three months ended March 29,      2008 and March 31, 2007 (Unaudited)                                 |
|               |                                                                                                  |
|               | Notes      to Condensed Consolidated Financial Statements  (Unaudited)                                |
|               |                                                                                                  |
| Item      2.       | Management’s      Discussion and Analysis of Financial Condition and Results of      Operations |
|               |                                                                                                  |
| Item      3.       | Quantitative      and Qualitative Disclosures About Market Risk                                       |
|               |                                                                                                  |
| Item      4.       | Controls      and Procedures                                                                          |
|               |                                                                                                  |
| PART      II.      | OTHER      INFORMATION                                                                                |
|               |                                                                                                  |
| Item      1.       | Legal      Proceedings                                                                                |
|               |                                                                                                  |
| Item      1A.      | Risk      Factors                                                                                     |
|               |                                                                                                  |
| Item      2.       | Unregistered      Sales of Equity Securities and Use of Proceeds                                      |
|               |                                                                                                  |
| Item      3.       | Defaults      Upon Senior Securities                                                                  |
|               |                                                                                                  |
| Item      4.       | Submission      of Matters to a Vote of Security Holders                                              |
|               |                                                                                                  |
| Item      5.       | Other      Information                                                                                |
|               |                                                                                                  |
| Item      6.       | Exhibits                                                                                              |
|               |                                                                                                  |
| Signatures         |                                                                                                  |
|               |                                                                                                  |
| Exhibit      Index |                                                                                                  |
|               |                                                                                                  |

----

Item 1. Financial Statements

Condensed Consolidated Balance Sheets

|                                                           |   |           |        |
|----------------------------------------------------------------|--------|----------------|-------------|
|                                                           |   | March      29, |        |   | December 29, |   |
| (Dollars      in thousands)                                    |   | 2008           |        |   | 2007 |   |
|                                                           |   | (Unaudited)    |        |   |   |   |
|                                                           |   |           |        |   |   |   |
| ASSETS                                                         |   |           |        |   |   |   |
| Current      assets:                                           |   |           |        |   |   |   |
| Cash      and cash equivalents                                 |   | $              | 141         |   |   | $ | 91 |   |
| Accounts      receivable, less allowance for doubtful accounts |   |           | 59,509      |   |   |   | 66,074 |   |
| Prepaid      expenses and other current assets                 |   |           | 2,054       |   |   |   | 2,101 |   |
| Total      current assets                                      |   |           | 61,704      |   |   |   | 68,266 |   |
|                                                           |   |           |        |   |   |   |   |   |
| Property      and equipment, net                               |   |           | 2,465       |   |   |   | 2,711 |   |
| Intangible      assets, net                                    |   |           | 6,852       |   |   |   | 7,131 |   |
| Goodwill                                                       |   |           | 6,299       |   |   |   | 6,299 |   |
| Other      assets                                              |   |           | 740         |   |   |   | 864 |   |
| Total      assets                                              |   | $              | 78,060      |   |   | $ | 85,271 |   |
|                                                           |   |           |        |   |   |   |   |   |
| LIABILITIES      AND SHAREHOLDERS' EQUITY                      |   |           |        |   |   |   |   |   |
| Current      liabilities:                                      |   |           |        |   |   |   |   |   |
| Accounts      payable                                          |   | $              | 25,373      |   |   | $ | 27,780 |   |
| Salaries      and vacations                                    |   |           | 4,329       |   |   |   | 6,885 |   |
| Line      of credit                                            |   |           | 3,527       |   |   |   | 1,587 |   |
| Deferred      revenue                                          |   |           | 1,905       |   |   |   | 1,943 |   |
| Restructuring      accrual, current portion                    |   |           | 463         |   |   |   | 1,900 |   |
| Health      care reserves and other amounts                    |   |           | 815         |   |   |   | 1,516 |   |
| Deferred      compensation                                     |   |           | 857         |   |   |   | 1,868 |   |
| Total      current liabilities                                 |   |           | 37,269      |   |   |   | 43,479 |   |
|                                                           |   |           |        |   |   |   |   |   |
| Non-current      liabilities:                                  |   |           |        |   |   |   |   |   |
| Deferred      compensation                                     |   |           | 908         |   |   |   | 927 |   |
| Restructuring      accrual                                     |   |           | 201         |   |   |   | 138 |   |
| Other      long-term liabilities                               |   |           | 591         |   |   |   | 692 |   |
| Total      non-current liabilities         |   |           | 1,700  |   |   |   | 1,757  |   |
|                                                           |   |           |        |   |   |   |   |   |
| Shareholders’      equity:                               |   |           |        |   |   |   |   |   |
| Common      stock                                              |   |           | 2,491       |   |   |   | 2,490 |   |
| Additional      paid-in capital                                |   |           | 22,754      |   |   |   | 22,652 |   |
| Retained      earnings                                         |   |           | 13,846      |   |   |   | 14,893 |   |
| Total      shareholders’ equity                          |   |           | 39,091      |   |   |   | 40,035 |   |
| Total      liabilities and shareholders’ equity          |   | $              | 78,060      |   |   | $ | 85,271 |   |

----

Condensed Consolidated Statements ofOperations

|                                                          |   | Three      Months Ended |   |
|---------------------------------------------------------------|--------|-------------------------|--------|
|                                                          |   | March      29,          |   |   | March      31, |   |
| (Dollars      in thousands except per share amounts)          |   | 2008                    |   |   | 2007 |   |
|                                                          |   |                    |   |   |   |   |
| Revenue:                                                      |   |                    |   |   |   |   |
| Professional      services provided directly                  |   | $                       | 60,740 |   |   | $ | 62,951 |   |
| Professional      services provided through subsuppliers      |   |                    | 14,096 |   |   |   | 16,122 |   |
| Product      sales                                            |   |                    | 7,967  |   |   |   | 10,034 |   |
| Total      revenue                                            |   |                    | 82,803 |   |   |   | 89,107 |   |
|                                                          |   |                    |   |   |   |   |   |   |
| Expenses:                                                     |   |                    |   |   |   |   |   |   |
| Cost      of goods and services provided directly             |   |                    | 47,617 |   |   |   | 50,321 |   |
| Cost      of goods and services provided through subsuppliers |   |                    | 13,574 |   |   |   | 15,500 |   |
| Cost      of product sales                                    |   |                    | 6,990  |   |   |   | 8,705 |   |
| Selling,      administrative and other operating costs        |   |                    | 13,689 |   |   |   | 15,269 |   |
| Restructuring      and other severance-related costs          |   |                    | 1,639  |   |   |   | 981 |   |
| Amortization      of intangible assets                        |   |                    | 279    |   |   |   | 266 |   |
| Total      Expense                                            |   |                    | 83,788 |   |   |   | 91,042 |   |
|                                                          |   |                    |   |   |   |   |   |   |
| Operating      loss                                           |   |                    | (985   | ) |   |   | (1,935 | )  |
|                                                          |   |                    |   |   |   |   |   |   |
| Non-operating      income                                     |   |                    | 34     |   |   |   | 7 |   |
| Interest      expense                                         |   |                    | (92    | ) |   |   | (78 | ) |
|                                                          |   |                    |   |   |   |   |   |   |
|     Loss      before income taxes         |   |                    | (1,043 | ) |   |   | (2,006 | )  |
|                                                          |   |                    |   |   |   |   |   |   |
| Income      tax expense                                       |   |                    | 4      |   |   |   | 21 |   |
|                                                          |   |                    |   |   |   |   |   |   |
| Net      loss                                                 |   | $                       | (1,047 | ) |   | $ | (2,027 | ) |
|                                                          |   |                    |   |   |   |   |   |   |
| Per      common share:                                        |   |                    |   |   |   |   |   |   |
| Basic      loss                                               |   | $                       | (.04   | ) |   | $ | (.08 | ) |
| Diluted      loss                                             |   | $                       | (.04   | ) |   | $ | (.08 | ) |
|                                                          |   |                    |   |   |   |   |   |   |
| Average      common shares outstanding                        |   |                    | 24,913 |   |   |   | 24,751 |   |
| Average      common and common equivalent shares outstanding  |   |                    | 24,913 |   |   |   | 24,751 |   |

----

Condensed Consolidated Statements of CashFlows

|                                                      |   | Three      Months Ended |   |
|-----------------------------------------------------------|--------|-------------------------|--------|
|                                                      |   | March      29,          |   |   | March      31, |   |
| (Dollars      in thousands)                               |   | 2008                    |   |   | 2007 |   |
|                                                      |   |                    |   |   |   |   |
| Net      cash used in operating activities                |   | $                       | (1,532 | ) |   | $ | (5,265 | ) |
|                                                      |   |                    |   |   |   |   |   |   |
| Cash      flows from investing activities:                |   |                    |   |   |   |   |   |   |
| Property      and equipment additions                     |   |                    | (358   | ) |   |   | (455 | ) |
| Net      cash used in investing activities                |   |                    | (358   | ) |   |   | (455 | ) |
|                                                      |   |                    |   |   |   |   |   |   |
| Cash      flows from financing activities:                |   |                    |   |   |   |   |   |   |
| Net      change in line of credit                         |   |                    | 1,940  |   |   |   | 5,622 |   |
| Net      cash provided by financing activities            |   |                    | 1,940  |   |   |   | 5,622 |   |
|                                                      |   |                    |   |   |   |   |   |   |
| Net      increase (decrease) in cash and cash equivalents |   |                    | 50     |   |   |   | (98 | )  |
|                                                      |   |                    |   |   |   |   |   |   |
| Cash      and cash equivalents at beginning of period     |   |                    | 91     |   |   |   | 179 |   |
|                                                      |   |                    |   |   |   |   |   |   |
| Cash      and cash equivalents at end of period           |   | $                       | 141    |   |   | $ | 81 |   |
|                                                      |   |                    |   |   |   |   |   |   |

----

Notes to Condensed Consolidated FinancialStatements

----

|                                    |   | March      29, 2008       |   |   | December      29, 2007  |   |
|-----------------------------------------|--------|---------------------------|--------|--------|-------------------------|--------|
|   (Dollars      in thousands) |   | GrossCarrying      Amount |   |   | AccumulatedAmortization |   |   | Other      Intangibles, Net |   |   | GrossCarrying      Amount |   |   | Accumulated      Amortization |   |   | Other      Intangibles, Net |   |
|                                    |   |                      |   |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Customer      list                      |   | $                         | 13,169 |   |                    | $      | (6,362 | ) |   | $ | 6,807 |   |   | $ | 13,169 |   |   | $ | (6,128 | ) |   | $ | 7,041 |   |
| Tradename                               |   |                      | 90     |   |                    |   | (45 | ) |   |   | 45 |   |   |   | 90 |   |   |   | -- |   |   |   | 90 |   |
|                                    |   | $                         | 13,259 |   |                    | $      | (6,407 | ) |   | $ | 6,852 |   |   | $ | 13,259 |   |   | $ | (6,128 | ) |   | $ | 7,131 |   |

|   | Accounting      Pronouncements |
|--------|--------------------------------|

----

|               | 2008               |   | 2007                                                  |   |
|--------------------|--------------------|--------|-------------------------------------------------------|--------|
|               |   Grants |   | Weighted      Average Grant Date Fair      Value |   |   Grants |   | Weighted      Average Grant DateFair      Value |   |
| Stock      options | 318,000            |   | $                                                     | .60    |   | 178,321 |   | $ | .95 |   |
| Stock      awards  | 9,000              |   | $                                                     | 1.38   |   | 118,071 |   | $ | 1.92 |   |

----

|  (Dollars      in thousands)   |   | Three      Months EndedMarch      29, 2008 |   |
|-------------------------------------|--------|--------------------------------------------|--------|
|                                |   |                                       |   |   |
| Balance      at beginning of period |   | $                                          | 40,035 |   |
| Issuance      of common stock       |   |                                       | 12     |   |
| Restricted      shares amortization |   |                                       | 1      |   |
| SFAS      123R stock option expense |   |                                       | 90     |   |
| Net      loss                       |   |                                       | (1,047 | ) |
| Balance      at end of period       |   | $                                          | 39,091 |   |

----

|                                                                            |   | Three      Months Ended |   |
|---------------------------------------------------------------------------------|--------|-------------------------|--------|
|  (Dollars      in thousands, except per share amounts)                     |   | March      29, 2008     |   |   | March      31, 2007 |   |
|                                                                            |   |                    |   |   |   |   |
| Net      loss                                                                   |   | $                       | (1,047 | ) |   | $ | (2,027 | ) |
| Weighted-average      number of common shares outstanding                       |   |                    | 24,913 |   |   |   | 24,751 |   |
| Dilutive      effect of equity compensation plan awards                         |   |                    | --     |   |   |   | -- |   |
| Weighted-average      number of common and common equivalent shares outstanding |   |                    | 24,913 |   |   |   | 24,751 |   |
| Net      loss per share:                                                        |   |                    |   |   |   |   |   |   |
| Basic                                                                           |   | $                       | (.04   | ) |   | $ | (.08 | ) |
| Diluted                                                                         |   | $                       | (.04   | ) |   | $ | (.08 | ) |

|  (Dollars      in thousands)                 |   | WorkforceReduction |   |    | Office      Closure/Consolidation |   |   | Total   |   |
|---------------------------------------------------|--------|--------------------|--------|---------|-----------------------------------|--------|--------|---------|--------|
| Balance      at December 29, 2007                 |   | $                  | 1,698  |    |                              | $      | 340    |    |   | $ | 2,038 |   |
| Additional      restructuring charges   |   |               | 1,011  |    |                              |   | 223    |    |   |   | 1,234 |   |
| Cash      expenditures                            |   |               | (2,546 | )  |                              |   | (55    | )  |   |   | (2,601 | )  |
| Non-cash      charges                             |   |               | --     |    |                              |   | (7     | )  |   |   | (7 | )  |
| Balance      at March 29, 2008                    |   | $                  | 163    |    |                              | $      | 501    |    |   | $ | 664 |   |

----

Item 2.  Management's Discussion and Analysis of FinancialCondition and Results of Operations.

    -  The  market conditions in the IT services industry, including intense competition  for billable technical personnel at competitive rates, strong pricing  pressures from many of the largest clients and the potential impact of the  Michigan economy on our solutions practices’ performance. 
    -  Difficulty  in identifying, attracting and retaining qualified technical personnel and its  continued impact on our ability to improve the results of our  operations. 
    -  The  possibility that reducing employee-related costs may limit our ability to  retain or attract consultants or respond to clients needs as  expected. 
    -  Our  ability to respond to client needs in a cost-controlled environment and the  possibility that we may not be able to continue reducing costs if it adversely  affects our ability to deliver timely services or otherwise respond to  customer needs or requirements. 
    -  Significant  rapid growth in or a significant loss in our business, or significant  lengthening of payment terms with a major client or significant future  activity related to the unsolicited proposal by Koosharem Corporation could  create a need for additional working capital. A failure to obtain additional  working capital, should it be required, would materially affect our  business. 
    -  Significant  changes in, reductions in or loss of a relationship with a major  client or technology partner. 
    -  Unsuccessful  implementation or execution of our new business plan/strategy, including but  not limited to: 
    -  The  extent to which our investment and performance improvement initiatives are  successful. 
    -  Our  success in hiring and retaining management with the necessary skills and  experience. 
    -  Lack of  success with our strategy for capturing any growth opportunities, including  geographic expansion. 
    -  Inability  to renegotiate or exit non-core or non-strategic areas of our business on  favorable terms or in a timely manner. 
    -  Higher  than expected costs for severance-related payments, real-estate consolidation,  capital expenditures for implementing the new business plan or other  transition costs associated with the restructuring. 
    -  Decisions  not to fully implement certain aspects of the new business  plan. 

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    -  Staffing:  Serving  large, high-volume accounts, our staffing services are focused on providing  reasonably priced resources to volume buyers on demand. 
    -  Professional  Services:  Serving mid-market clients in targeted geographic  regions, our professional services are designed to provide professional  resources such as developers, project managers, business analysts and other  highly-skilled resources that can assist our clients in achieving their  business objectives; and 
    -  Solutions:  Providing  network services, infrastructure, application integration, IP telephony and  hardware solutions to mid-market clients. 

----

    -  Adding  headcount in key functional areas, including sales, recruiting, project  management and consulting, in order to respond to client demand. 
    -  Expanding  our solutions business by launching project-oriented IT consulting practices  in our most attractive U.S. markets. Based on the results of 2008, we seek to  continue our expansion in additional U.S. markets in 2009 
    -  Investing  in our IT systems in order to simplify, streamline and automate our business  processes. 

    -  Application  development and support, including Microsoft technologies, project management  services, business analysts, quality assurance and testing  services. 
    -  IP  communications which includes wireless, IP telecommunications, contact center  and security services. 
    -  Infrastructure  and storage solutions which includes VMware services. 
    -  Lawson  services which includes integration, customization and administration of  Lawson Software applications. 
    -  IT  outsourcing which includes application outsourcing, help desk, hosting and  field engineering services. 

----

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|                                                               |   | Three      Months      Ended |   |    | Three      Months      Ended |   |   |                     |   |   |              |    |   |   |   |
|--------------------------------------------------------------------|--------|------------------------------|--------|---------|------------------------------|--------|--------|--------------------------|--------|--------|-------------------|---------|--------|--------|--------|
|                                                               |   | March      29, 2008          |   |    | March      31, 2007          |   |   | Increase      (Decrease) |   |
|                                                               |   |                         |   |    |                         |   |   |                     |   |   |              |    |   |   |   |   | % |   |   |   |   |
| (Dollars      in thousands)                                        |   | Amount                       |   |    | %      of  Revenue      |   |   | Amount                   |   |   | %      of Revenue |    |   | Amount |   |   | Inc      (Dec ) |   |   | As      % of Revenue |   |
| Revenue:                                                           |   |                         |   |    |                         |   |   |                     |   |   |              |    |   |   |   |   |   |   |   |   |   |
| Professional      services provided directly                       |   | $                            | 60,740 |    |                         |   | 73.4   | %                        |   | $      | 62,951            |    |   |   | 70.6   | % |   | $ | (2,211 | ) |   |   | (3.5 | )% |   |   | 2.8 | % |
| Professional      services provided through subsuppliers      |   |                         | 14,096 |    |                         |   | 17.0   |                     |   |   | 16,122            |    |   |   | 18.1   |   |   |   | (2,026 | )  |   |   | (12.6 | )  |   |   | (1.1 | )  |
| Product      sales                                                 |   |                         | 7,967  |    |                         |   | 9.6    |                     |   |   | 10,034            |    |   |   | 11.3   |   |   |   | (2,067 | )  |   |   | (20.6 | )  |   |   | (1.7 | )  |
| Total      revenue                                                 |   |                         | 82,803 |    |                         |   | 100.0  |                     |   |   | 89,107            |    |   |   | 100.0  |   |   |   | (6,304 | )  |   |   | (7.1 | )  |   |   | 0.0 |   |
|                                                               |   |                         |   |    |                         |   |   |                     |   |   |              |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Expenses:                                                          |   |                         |   |    |                         |   |   |                     |   |   |              |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost      of goods and services sold provided directly             |   |                         | 47,617 |    |                         |   | 57.5   |                     |   |   | 50,321            |    |   |   | 56.5   |   |   |   | (2,704 | )  |   |   | (5.4 | )  |   |   | 1.0 |   |
| Cost      of goods and services sold provided through subsuppliers |   |                         | 13,574 |    |                         |   | 16.4   |                     |   |   | 15,500            |    |   |   | 17.4   |   |   |   | (1,926 | ) |   |   | (12.4 | ) |   |   | (1.0 | ) |
| Cost      of product sales                                         |   |                         | 6,990  |    |                         |   | 8.5    |                     |   |   | 8,705             |    |   |   | 9.8    |   |   |   | (1,715 | )  |   |   | (19.7 | )  |   |   | (1.3 | )  |
| Selling,      administrative and other operating costs             |   |                         | 13,689 |    |                         |   | 16.5   |                     |   |   | 15,269            |    |   |   | 17.1   |   |   |   | (1,580 | )  |   |   | (10.3 | )  |   |   | (0.6 | )  |
| Restructuring,      severance, and other related expenses          |   |                         | 1,639  |    |                         |   | 2.0    |                     |   |   | 981               |    |   |   | 1.1    |   |   |   | 658 |   |   |   | 67.1 |   |   |   | 0.9 |   |
| Amortization      of intangible assets                             |   |                         | 279    |    |                         |   | 0.3    |                     |   |   | 266               |    |   |   | 0.3    |   |   |   | 13 |   |   |   | 4.9 |   |   |   | 0.0 |   |
| Total      expenses                                                |   |                         | 83,788 |    |                         |   | 101.2  |                     |   |   | 91,042            |    |   |   | 102.2  |   |   |   | (7,254 | ) |   |   | (810 | ) |   |   | (1.0 | ) |
|                                                               |   |                         |   |    |                         |   |   |                     |   |   |              |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Operating      Loss                                                |   |                         | (985   | )       |                         |   | (1.2   | )                        |   |   | (1,935            | )       |   |   | (2.2   | ) |   |   | 950 |   |   |   | 49.1 |   |   |   | 1.0 |   |
|                                                               |   |                         |   |    |                         |   |   |                     |   |   |              |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Non-operating      income                                          |   |                         | 34     |    |                         |   | 0.0    |                     |   |   | 7                 |    |   |   | 0.0    |   |   |   | 27 |   |   |   | 385.7 |   |   |   | 0.0 |   |
| Interest      expense                                              |   |                         | (92    | )  |                         |   | (0.1   | )                   |   |   | (78               | )  |   |   | (0.1   | )  |   |   | 14 |   |   |   | 17.9 |   |   |   | 0.0 |   |
|                                                               |   |                         |   |    |                         |   |   |                     |   |   |              |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Loss      before income taxes                                      |   |                         | (1,043 | )       |                         |   | (1.3   | )                        |   |   | (2,006            | )  |   |   | (2.3   | )  |   |   | 963 |   |   |   | (48.0 | ) |   |   | 1.0 |   |
|                                                               |   |                         |   |    |                         |   |   |                     |   |   |              |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income      tax expense                                            |   |                         | 4      |    |                         |   | 0.0    |                     |   |   | 21                |    |   |   | 0.0    |   |   |   | (17 | )  |   |   | (81.0 | )  |   |   | 0.0 |   |
|                                                               |   |                         |   |    |                         |   |   |                     |   |   |              |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net      loss                                                      |   | $                            | (1,047 | )       |                         |   | (1.3   | )%                       |   | $      | (2,027            | )       |   |   | (2.3   | )% |   | $ | 980 |   |   |   | (48.3 | )% |   |   | 1.0 | % |
|                                                               |   |                         |   |    |                         |   |   |                     |   |   |              |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Personnel:                                                         |   |                         |   |    |                         |   |   |                     |   |   |              |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Management      and administrative                                 |   |                         | 333    |    |                         |   |   |                     |   |   | 391               |    |   |   |   |   |   |   | (58 | ) |   |   | (14.8 | ) |   |   |   |   |
| Technical      consultants                                         |   |                         | 2,005  |    |                         |   |   |                     |   |   | 2,170             |    |   |   |   |   |   |   | (165 | ) |   |   | (7.6 | ) |   |   |   |   |

----

----

|                                  |   | March      29, |   |   | December      29, |   |   | Increase   |   |   | PercentageIncrease |    |
|---------------------------------------|--------|----------------|--------|--------|-------------------|--------|--------|------------|--------|--------|--------------------|---------|
| (Dollars      in thousands)           |   | 2008           |   |   | 2007              |   |   | (Decrease) |   |   | (Decrease)         |    |
|                                  |   |           |   |   |              |   |   |       |   |   |               |    |
| Cash      and cash equivalents        |   | $              | 141    |   |              | $      | 91     |       |   | $      | 50                 |    |   |   | 54.9 | % |
| Accounts      receivable              |   |           | 59,509 |   |              |   | 66,074 |       |   |   | (6,565             | )  |   |   | (9.9 | )  |
| Other      current assets             |   |           | 2,054  |   |              |   | 2,101  |       |   |   | (47                | )  |   |   | (2.2 | )  |
| Total      current assets             |   | $              | 61,704 |   |              | $      | 68,266 |       |   | $      | (6,562             | )       |   |   | (9.6 | )% |
|                                  |   |           |   |   |              |   |   |       |   |   |               |    |   |   |   |   |
| Accounts      payable                 |   | $              | 25,373 |   |              | $      | 27,780 |       |   | $      | (2,407             | )       |   |   | (8.7 | )% |
| Salaries      and vacations           |   |           | 4,329  |   |              |   | 6,885  |       |   |   | (2,556             | )       |   |   | (37.1 | ) |
| Line      of credit                   |   |           | 3,527  |   |              |   | 1,587  |       |   |   | 1,940              |    |   |   | 122.2 |   |
| Restructuring      accruals current   |   |           | 463    |   |              |   | 1,900  |       |   |   | (1,437             | )       |   |   | (75.6 | ) |
| Other      current liabilities        |   |           | 3,577  |   |              |   | 5,327  |       |   |   | (1,750             | )       |   |   | (32.9 | ) |
| Total      current liabilities        |   | $              | 37,269 |   |              | $      | 43,479 |       |   | $      | (6,210             | )       |   |   | (14.3 | )% |
|                                  |   |           |   |   |              |   |   |       |   |   |               |    |   |   |   |   |
| Working      capital                  |   | $              | 24,435 |   |              | $      | 24,787 |       |   | $      | (352               | )       |   |   | (1.4 | )% |
| Current      ratio                    |   |           | 1.66   |   |              |   | 1.57   |       |   |   | 0.09               |    |   |   | 5.7 |   |
|                                  |   |           |   |   |              |   |   |       |   |   |               |    |   |   |   |   |
| Total      shareholders’ equity |   | $              | 39,091 |   |              | $      | 40,035 |       |   | $      | (944               | )       |   |   | (2.4 | )% |

----

----

|  Dollars      in thousands)                                    |   | 1      Year |   |   | 2-3      Years |   |   | 4-5      Years |   |   | Over      5 Years |   |   | Total  |   |
|---------------------------------------------------------------------|--------|-------------|--------|--------|----------------|--------|--------|----------------|--------|--------|-------------------|--------|--------|--------|--------|
|                                                                |   |        |   |   |           |   |   |           |   |   |              |   |   |   |   |
| Line      of credit         |   | $           | 0      |   |           | $      | 3,527  |           |   | $      | 0                 |   |   | $      | 0      |   |   | $ | 3,527 |   |
|                                                                |   |        |   |   |           |   |   |           |   |   |              |   |   |   |   |   |   |   |   |   |
| Operating      leases                                               |   |        | 2,969  |   |           |   | 5,534  |           |   |   | 3,323             |   |   |   | 525    |   |   |   | 12,351 |   |
|                                                                |   |        |   |   |           |   |   |           |   |   |              |   |   |   |   |   |   |   |   |   |
| Deferred      compensation                                          |   |        | 857    |   |           |   | 331    |           |   |   | 142               |   |   |   | 435    |   |   |   | 1,765 |   |
|                                                                |   |        |   |   |           |   |   |           |   |   |              |   |   |   |   |   |   |   |   |   |
| Total                                                               |   | $           | 3,826  |   |           | $      | 9,392  |           |   | $      | 3,465             |   |   | $      | 960    |   |   | $ | 17,643 |   |

----

Item 4. Controls and Procedures.

PART II. OTHER INFORMATION

----

| *^  Exhibit      4.1       |   | Amended      and Restated Rights Agreement (the “Restated Rights Agreement”), dated as      of February 27, 2008 between Analysts International Corporation and Wells      Fargo Bank, N.A. (Exhibit 4.1 to the Company’s Form 8-A12B filed February      28, 2008, Commission File No. 0-4090, incorporated by      reference). |
|--------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *^  Exhibit      10.1      |   | Severance      Agreement and Release of Claims between Analysts International Corporation      and Colleen M. Davenport dated January 4, 2008 (Exhibit 10.4 to Current      Report on Form 8-K, filed January 8, 2008, Commission File No. 0-4090,      incorporated by reference).                                                                |
| *^  Exhibit      10.2      |   | Employment      Agreement between Analysts International Corporation and Robert E. Woods      dated January 3, 2008 (Exhibit 10.1 to Current Report on Form 8-K, filed      January 8, 2008, Commission File No. 0-4090, incorporated by      reference).                                                                                          |
| *^  Exhibit      10.3      |   | Non-Compete      and Confidentiality Agreement between Analysts International Corporation      and Robert E. Woods dated January 3, 2008 (Exhibit 10.2 to Current Report      on Form 8-K, filed January 8, 2008, Commission File No. 0-4090,      incorporated by reference).                                                                     |
| *^  Exhibit      10.4      |   | Change      of Control Agreement between Analysts International Corporation and Robert      E. Woods dated January 3, 2008 (Exhibit A to Employment Agreement)      (Exhibit 10.3 to Current Report on Form 8-K, filed January 8, 2008,      Commission File No. 0-4090, incorporated by reference).                                               |
| *^  Exhibit      10.5      |   | Form      of Change of Control Agreement between Analysts International Corporation      and management personnel M. Gange, L. Gilmore and A. Wise (Exhibit 10.5 to      Current Report on Form 8-K, filed January 8, 2008, Commission File No.      0-4090, incorporated by reference).                                                           |
| *^  Exhibit      10.6      |   | Incentive      Stock Option Agreement – Analysts International Corp. Equity Incentive      Plan dated January 16, 2008 between Analysts International Corporation and      Robert E. Woods (Exhibit 10.1 to Current Report on Form 8-K, filed January      17, 2008, Commission File No. 0-4090, incorporated by      reference).            |
| *^  Exhibit      10.7      |   | Severance      Agreement and Release of Claims between Analysts International Corporation      and David J. Steichen dated January 22, 2008 (Exhibit 10.1      to  Current Report on Form 8-K, filed January 23, 2008,      Commission File No. 0-4090, incorporated by reference).                                                      |
| *^  Exhibit      10.8      |   | Letter      Agreement between Analysts International Corporation and Walter Michels      dated February 12, 2008 (Exhibit 99.2 to Current Report on Form 8-K, filed      April 22, 2008, Commission File No. 0-4090, incorporated by      reference).                                                                                              |
| +   Exhibit      31.1 |   | Certification      of CEO Pursuant to Section 302 of the Sarbanes Oxley Act of      2002.                                                                                                                                                                                                                                                          |
| +   Exhibit      31.2 |   | Certification      of Interim CFO Pursuant to Section 302 of the Sarbanes Oxley Act of      2002.                                                                                                                                                                                                                                                  |
| ++      Exhibit 32                   |   | Certification      of CEO and Interim CFO pursuant to 18 U.S.C. Section 1350, as adopted      pursuant to Section 906 of the Sarbanes Oxley Act of  2002.                                                                                                                                                                                          |

| *  |   | Denotes      a management contract or compensatory plan or arrangement required to be      filed as an exhibit to this quarterly report pursuant to Item 6 of Form      10-Q. |
|----|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ^  |   | Denotes      an exhibit previously filed with the Securities and Exchange Commission      and incorporated herein by reference.                                               |
| +  |   | Filed      herewith.                                                                                                                                                          |
| ++ |   | Furnished      herewith.                                                                                                                                                      |

----

SIGNATURES

|                   | ANALYSTS      INTERNATIONAL CORPORATION |
|------------------------|-----------------------------------------|
|                   | (Registrant)                            |
|                   |                                    |   |
|                   |                                    |   |
|                   |                                    |   |
| Date:      May 9, 2008 | By:                                     | /s/      Elmer N. Baldwin |
|                   |                                    | Elmer      N. Baldwin |
|                   |                                    | Chief      Executive Officer |
|                   |                                    | (Principal      Executive Officer) |
|                   |                                    |   |
|                   |                                    |   |
| Date:      May 9, 2008 | By:                                     | /s/      Walter P. Michels  |
|                   |                                    | Walter      P. Michels |
|                   |                                    | Interim      Chief Financial Officer |
|                   |                                    | (Principal      Financial and Accounting Officer) |

----

EXHIBIT INDEX

| Exhibit      31.1 |   | Certification      of CEO Pursuant to Section 302 of the Sarbanes Oxley Act of      2002.                                                                 |
|-------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit      31.2 |   | Certification      of Interim CFO Pursuant to Section 302 of the Sarbanes Oxley Act of      2002.                                                         |
| Exhibit      32   |   | Certification      of CEO and Interim CFO pursuant to 18 U.S.C. Section 1350, as adopted      pursuant to Section 906 of the Sarbanes Oxley Act of  2002. |

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