<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

(Mark One)

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

                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

              FOR THE TRANSITION PERIOD FROM ___________ TO ____________

                         COMMISSION FILE NUMBER 0-13111

                            ANALYTICAL SURVEYS, INC.
             (Exact name of registrant as specified in its charter)

         Colorado                                    84-0846389
         ---------------------------                 ---------------------------
         State or other jurisdiction of              (I.R.S. Employer
         incorporation or organization               Identification No.)

     941 N. Meridian Street, Indianapolis, IN        46204
     ---------------------------------------------------------------------------
     (Address or principal executive offices)        (Zip Code)

Registrant's telephone number, including area code   (317) 634-1000
                                                   -----------------------------

Securities registered pursuant to Section 12(b) of the Act:
         Title of each class           Name of each exchange on which registered



     --------------------------------------------------------------------------
           Securities registered pursuant to section 12(g) of the Act:
                                  Common Stock
          -------------------------------------------------------------
                                (Title of class)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes   X     No
    -----     -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation SK is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant is $2,512,006, based on the closing price of
the Common Stock on December 21, 2001.

The number of shares outstanding of the registrant's Common Stock, as of
December 21, 2001, was 6,977,794.

DOCUMENTS INCORPORATED BY REFERENCE:  None

<PAGE>

                                TABLE OF CONTENTS

                                    PART III

<TABLE>
<S>                                                                               <C>
Item 10.     Directors and Executive Officers of the Registrant....................1

Item 11.     Executive Compensation................................................2

Item 12.     Security Ownership of Other Beneficial Owners and Management.........10

Item 13.     Certain Relationships and Related Transactions ......................11
</TABLE>





<PAGE>

                                    PART III.


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

         The following lists the directors of Analytical Surveys, Inc. ("ASI" or
the "Company"), their ages, and a description of their business experience and
positions held as of September 30, 2001. The Board consists of five directors.
Directors are elected to a one-year term. The date the present term of office
expires for each director is the date of the Annual Meeting of the Company's
shareholders or until successors are elected and qualified.

         Dr. Robert H. Keeley, 60, has served as a director of the Company since
December 1992. Since September 1992, Dr. Keeley has been the El Pomar Professor
of Business Finance at the College of Business and Administration, University of
Colorado at Colorado Springs, where he also is associated with the Colorado
Institute for Technology Transfer and Implementation. Dr. Keeley also currently
serves on the boards of directors of Simtek Corporation, a developer of
high-performance nonvolatile semiconductor memories, and of several private
companies.

         Richard P. MacLeod, 64, has served as a director of the Company since
December 1987. From May 1985 until his retirement in April 1997, Mr. MacLeod was
president of the United States Space Foundation, a private foundation. He served
24 years in the U.S. Air Force, most recently as Chief of Staff, North American
Aerospace Defense Command, and as the first Air Force Space Command Chief of
Staff.

         Sol C. Miller, 64, has served as a director of the Company since August
1997. From January 24, 2000 through July 11, 2000, Mr. Miller served as interim
chief executive officer of the Company. He was a co-founder of MSE Corporation
and was chairman of the board from 1960 until its acquisition by the Company in
July 1997. He is the president of SCM Real Estate Development Corporation.

         Dr. James T. Rothe, 58, has served as a director of the Company since
December 1987 and chairman of the board since January 24, 2000. Dr. Rothe has
been a Professor of Business at the College of Business and Administration,
University of Colorado at Colorado Springs since August 1986, where he served as
Dean until June 1994. From 1988 to 1999, Dr. Rothe was a principal in
Phillips-Smith Specialty Retail, Inc., a venture capital firm. He is presently
serving as a Distinguished Visiting Professor at the American Graduate School of
International Management. He is a director of NeoCore, LLC, an information
technology company, and of Optika, Inc., an electronic commerce software and
solutions company. He is also a trustee of the Janus Funds.

         John A. Thorpe, 67, the founder of ASI, has served as a director of the
Company since February 1981. From January 24, 2000 through July 11, 2000, he
served as assistant chief executive officer of the Company. He served as
chairman of the board of the Company from February 1981 until March 1997. Prior
to founding the Company, Mr. Thorpe owned and operated Photosurveys (Pty.) Ltd.,
an aerial survey company located in Johannesburg, South Africa. From 1993 until
August 1998, Mr. Thorpe also devoted part of his time as the chief technical
officer of the Company. Mr. Thorpe is a certified photogrammetrist and owner of
Sundeer Yachts, LLC, a boat building company.



                                       1
<PAGE>
EXECUTIVE OFFICERS

         The following is certain information concerning the executive officers
of the Company, as of September 30, 2001, based on information furnished by
them.

         J. Norman Rokosh, 42, president and chief executive officer. Mr. Rokosh
joined the Company in July 2000 as its president and chief executive officer.
From January 1999 until July 2000, Mr. Rokosh was employed by
PricewaterhouseCoopers LLP as a vice president, financial advisory services
division. From January 1998 to December 1998, Mr. Rokosh was vice president,
business development at Intermap Technologies Limited, a provider of mapping and
GIS products and services. From 1996 to 1997, Mr. Rokosh was a vice president at
BOVAR Inc., an environmental consulting firm. From 1991 to 1996, Mr. Rokosh was
financial director at Intera Information Technologies Limited, a provider of
mapping products. Prior to 1991, Mr. Rokosh was employed by international firms
in positions of engineering and finance.

         Michael A. Renninger, 42, chief financial officer. Mr. Renninger joined
the Company in February 2000 as its chief financial officer. Prior to joining
the Company, Mr. Renninger was a principal at Renninger & Associates, LLC, a
mergers and acquisitions consulting firm. From 1998 to 1999, Mr. Renninger was
vice president, corporate finance at City Securities Corporation. From 1993 to
1998, Mr. Renninger was employed at David A. Noyes & Co. as vice president,
capital markets group. From 1989 to 1993, Mr. Renninger was chief financial
officer at Citizens Banking Company. Prior to that, Mr. Renninger served in
various audit management capacities at Crowe Chizek and Company and Coopers &
Lybrand. Mr. Renninger is a certified public accountant.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPANY

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and any persons who own more than 10
percent of the Company's common stock, to file with the Securities and Exchange
Commission ("SEC") reports of ownership and changes of ownership of the
Company's common stock.

         To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company during fiscal 2001, all such filing
requirements were met.


ITEM 11. EXECUTIVE COMPENSATION

EXECUTIVE OFFICERS

         This table sets forth a summary of certain information regarding the
compensation of the Chief Executive Officer of the Company and other executive
officers whose salary and bonus exceeded $100,000 during fiscal 2001 (the "named
executive officers") for the fiscal years ended September 30, 2001, 2000, and
1999.




                                       2
<PAGE>
                               Annual Compensation


<TABLE>
<CAPTION>
                                                                                            Long Term
                                                                                          Compensation
                                                                                             Awards
         Name and                                                      Other Annual           Stock             All Other
          Title                   Year     Salary          Bonus       Compensation(1)      Options(2)        Compensation
          -----                   ----     ------          -----       ------------       ------------        ------------
                                              $              $               $                 (#)                 $
                                           ------          -----       ------------       ------------        ------------
<S>                               <C>      <C>            <C>          <C>                 <C>                 <C>
J. Norman Rokosh                  2001     250,000        200,000             --               200,000            4,808(3)
  President and                   2000      47,115(4)     133,333             --               150,000               --
  Chief Executive Officer         1999         N/A             --             --                    --               --

Michael A. Renninger              2001     220,000         81,016             --                60,000            4,400(5)
  Chief Financial Officer         2000     134,538(6)          --             --                40,000            2,200
                                  1999         N/A             --             --                    --               --
</TABLE>


(1)      Certain perquisites and other personal benefits did not exceed the
         lesser of $50,000 or 10% of the total amounts reported in the Salary
         and Bonus columns in any of the fiscal years reported, except as
         indicated.

(2)      Long term compensation consists only of stock options. There were no
         grants of restricted stock or payments from other long-term incentive
         plans, therefore columns for "Restricted Stock Awards" and "LTIP
         Payouts" are omitted.

(3)      Other compensation for fiscal 2001 includes employer's matching
         contributions to the 401(k) Incentive Savings Plan of $4,808.

(4)      Mr. Rokosh began employment with the Company on July 11, 2000.
         Accordingly, salary information included in the table represents only
         salary from that date through September 30, 2000.

(5)      Other compensation for fiscal 2001 includes employer's matching
         contributions to the 401(k) Incentive Savings Plan of $4,400.

(6)      Mr. Renninger began employment with the Company on February 8, 2000.
         Accordingly, salary information included in the table represents only
         salary from that date through September 30, 2000.




                                       3
<PAGE>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

         This table sets forth certain information with respect to grants made
by the Company of stock options to the named executive officers during fiscal
2001. No stock appreciation rights ("SARs") were granted to the named executive
officers during fiscal 2001.


<TABLE>
<CAPTION>

                                                                                           Potential Realizable Value(2)
                                Number of                                                     at Assumed Annual Rates
                                Securities      Percent of                                     of Stock Appreciation
                                Underlying    Total Options     Exercise                          for Option Term
                                 Options       to Employees      Price       Expiration    -----------------------------
           Name                 Granted (1)   in Fiscal Year     ($/sh)         Date           5% ($)          10% ($)
           ----                 -----------   --------------    ---------    -----------      -------          -------
<S>                             <C>           <C>               <C>           <C>             <C>              <C>
J. Norman Rokosh                 100,000           33.47           2.00       10/24/10        115,680          302,667
                                 100,000                           1.00        8/23/11         53,116          143,812

Michael Renninger                 20,000           10.04           2.00       10/24/10         23,136           60,533
                                  40,000                            .70        9/11/11              0                0

</TABLE>


(1)      All options vest as follows: 25% at six months; 25% at one year; 25% at
         two years, and 25% at three years after date of grant.

(2)      "Potential Realizable Value" is calculated based on the assumption that
         the price of the common stock will appreciate at the rates shown. The
         5% and 10% assumed rates are mandated by the rules of the Securities
         Exchange Commission and do not reflect the Company's estimate or
         projection of future stock prices. Actual gains, if any, realized upon
         future exercise of these options will depend on the actual performance
         of the common stock and the continued employment of the named executive
         officer through the vesting period of the option.




                                       4
<PAGE>


AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES

         This table provides certain information regarding the exercise of stock
options by the named executive officers during fiscal 2001, and the number and
value of unexercised stock options at September 30, 2001. There were no
unexercised options that were in-the-money at fiscal year end. As of that date,
no SARs were outstanding.


<TABLE>
<CAPTION>

                     Shares                  Number of Securities Underlying               Value of Unexercised
                    Acquired                     Unexercised Options                        in-the-Money Options
                      on         Value           at Fiscal Year End (#)                    at Fiscal Year End ($)
                    Exercise    Realized     --------------------------------          ------------------------------
      Name            (#)         ($)         Exercisable       Unexercisable           Exercisable     Unexercisable
      ----         ---------    --------     --------------    --------------          -------------------------------
<S>                <C>          <C>          <C>               <C>                     <C>              <C>
J. Norman Rokosh         0            0         100,000            250,000                       --              --
Michael Renninger        0            0          25,000             75,000                       --              --
</TABLE>


DIRECTORS

         Non-employee directors receive a quarterly retainer of $6,125 for
participation in board and committee meetings. Directors who are also employees
of the Company do not receive any additional compensation for their service on
the board of directors.

         Non-employee directors also participate in the Analytical Surveys, Inc.
1993 Non-Qualified Stock Option Plan. Each non-employee director is granted
options to purchase 9,000 shares of common stock annually at an exercise price
equal to the fair market value at the date of grant.

EMPLOYMENT CONTRACTS

Chief Executive Officer

         Effective July 10, 2001, the Company entered into a new employment
agreement with Mr. Rokosh, providing for a base salary of $250,000. The term of
the employment agreement extends until September 30, 2002. Mr. Rokosh is
entitled to participate in a bonus plan under which he may receive a bonus of up
to $65,000 for each quarter, depending on whether performance objectives
determined by the Board of Directors are satisfied. Mr. Rokosh also participates
in any and all other plans that are maintained by the Company for the benefit of
the Company's executives or employees in general.

         Under the employment agreement, Mr. Rokosh has agreed that he will not
at any time disclose any confidential information or trade secrets of the
Company, and that all of his rights to inventions relating to the Company's
business belong to the Company.




                                       5
<PAGE>
Chief Financial Officer

         Effective February 9, 2000, the Company entered into an employment
agreement with Mike Renninger, providing for a base salary of $220,000. The term
of the employment agreement extends until February 9, 2002, and is automatically
extended for successive two-year periods thereafter if not terminated. Mr.
Renninger is "eligible for bonuses in 2002 and thereafter, if any, as approved
by the Company, with respect to work performed on and after January 1, 2001, in
the same manner as other executive officers of Employer." Mr. Renninger also
participates in other plans that are maintained by the Company for the benefit
of the Company's executives or employees in general.

         Upon termination of Mr. Renninger's employment without cause or if he
resigns his employment for "good reason," Mr. Renninger will continue to receive
salary and benefits for 18 months, and will receive a bonus during such period
equal to the equivalent of three months' additional salary. If Mr. Renninger is
terminated by the Company for "cause" (as defined in the employment agreement)
or if he terminates his employment without "good reason," he will be entitled to
receive severance pay for one year after the effective date of termination, at a
rate equal to 75% of his then current salary. In return for these severance
payment obligations, Mr. Renninger has agreed not to compete with the Company
for a period of one year after his termination of employment with the Company.

         Mr. Renninger's employment agreement contains substantially the same
provisions as the provisions of Mr. Rokosh's employment agreement relating to
confidential information, trade secrets, and inventions.


REPORT OF THE COMPENSATION COMMITTEE

         The compensation committee follows established rationale and policies
for compensating the Company's executive officers. The following report of the
compensation committee describes these policies and rationales with respect to
the compensation paid to such executive officers for the fiscal year ended
September 30, 2001.

         Officer Compensation Policy. The compensation committee's fundamental
policy is to provide a compensation program for executive officers that will
enable the Company to attract and retain the services of highly-qualified
individuals and offer the Company's executive officers competitive compensation
opportunities based upon overall Company performance and their individual
contribution to the financial success of the Company. It is the committee's
objective to have a substantial portion of each officer's compensation
contingent upon the Company's performance, as well as upon such officer's own
level of performance.

         Employment Agreements. The executive officers are employed pursuant to
written employment agreements. The compensation committee has considered the
advisability of using employment agreements and has determined that it is in the
best interests of the Company because it permits us to achieve our desired goals
of motivating and retaining the best possible executive talent. Because of
extraordinary events affecting the Company in recent years, the compensation
committee has determined that the use of employment agreements may be necessary
in certain





                                       6
<PAGE>

cases to ensure the retention of key executive officers and to attract
additional executive talent to the Company. Each employment agreement separately
reflects the terms that the compensation committee felt were appropriate and/or
necessary to recruit and retain the services of the particular executive
officer, within the framework of the Company's compensation policies.

         Components of Executive Compensation. Each executive officer's
compensation package is comprised of three elements: base salary, which is
designed to be competitive with salary levels of similar companies that compete
with the Company for executive talent and reflects individual performance and
the executive's contribution; performance bonuses, which is based on the terms
of employment agreements; and long-term stock option awards, which create common
interests for the executive officers and the shareholders.

         Base Salary. The salaries paid to the executive officers in fiscal 2001
were based on the terms of their employment agreements and are set forth in the
summary compensation table.

         Bonuses. On September 26, 1991, the compensation committee adopted an
incentive bonus plan for its executive officers. The incentive bonus plan is
based on the year-to-year growth in net profit and the return on equity. No
bonuses were paid under the plan in fiscal 2001. The executive officers are
entitled to annual bonuses based upon the terms of their employment agreements
(see "Employment Contracts and Termination, Severance and Change of Control
Arrangements".) The bonuses paid to executive officers in fiscal 2001 under the
terms of their employment agreements or at the discretion of the Board of
Directors are set forth in the Summary Compensation Table.

         Stock Option Plans. The Company has the Analytical Surveys, Inc. 1993
Non-Qualified Stock Option Plan, the Analytical Surveys, Inc. 1997 Incentive
Stock Option Plan, the Analytical Surveys, Inc. Officer and Employee Recruitment
Stock Incentive Plan and the Analytical Surveys, Inc. Year 2000 Stock Incentive
Plan, as amended and supplemented. The option plans are long-term incentive
plans for employees and are intended to align shareholder and employee interests
by establishing a direct link between long-term rewards and the value of the
Company's stock. The compensation committee believes that long-term stock
incentives for executive officers and employees are an important factor in
retaining valued employees. Because the value of an option bears a direct
relationship to the Company's stock price, the compensation committee believes
that options motivate officers and employees to manage the Company in a manner
that will benefit all shareholders.

         The options granted to the executive officers in fiscal 2001 were made
in accordance with the terms of their employment agreements (see "Employment
Contracts and Termination, Severance and Change of Control Arrangement") or at
the discretion of the Board. Information with respect to option grants in fiscal
2001 to the executive officers is set forth in the Option Grants Table. The
compensation committee views stock option grants as an important component of
its long-term, performance-based compensation philosophy.

         CEO Compensation. The compensation paid to Mr. Rokosh during fiscal
2001 is based upon the terms of his employment agreement. Such agreement is
described under "Employment Contracts and Termination, Severance and Change of
Control Arrangements." Pursuant to the terms of the employment agreement, Mr.
Rokosh's annual base salary for fiscal 2001 was




                                       7
<PAGE>

$250,000. In addition, he was granted options and paid an annual bonus as set
forth in the Options Grants Table and the Summary Compensation Table,
respectively, pursuant to the terms of the employment agreement.

         Deductibility of Executive Compensation. The compensation committee is
responsible for addressing the issues raised by Internal Revenue Code Section
162(m). Section 162 (m) limits to $1 million the Company's deduction for
compensation paid to certain executive officers of the Company which does not
qualify as "performance-based." To qualify as performance based under Section
162(m), compensation payments must be made pursuant to a plan that is
administered by a committee of outside directors and must be based on achieving
objective performance goals. In addition, the material terms of the plan must be
disclosed to and approved by shareholders, and the compensation committee must
certify that the performance goals were achieved before payments can be awarded.
The Company believes that all compensation paid to its executive officers listed
in the summary compensation table in fiscal 2001 is fully deductible and that
compensation paid under the plans will continue to be deductible. The
committee's present intention is to comply with the requirements of Section
162(m) unless and until the committee determines that compliance would not be in
the best interest of the Company and its shareholders.



                                                 By the Compensation Committee
                                                    Richard P. MacLeod, Chair
                                                    Robert H. Keeley
                                                    James T. Rothe



                                       8
<PAGE>

PERFORMANCE GRAPH

The following graph compares the cumulative total return on the Company's common
stock with the index of the cumulative total return for the Nasdaq Stock Market
(U.S.) ("Total U.S.") and the index of the Nasdaq Computer and Data Processing
Services Stocks ("DP&S"). The graph assumes that $100 was invested on October 1,
1996, and that all dividends, if any, were reinvested.



                 COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
                        AMONG ANALYTICAL SURVEYS, INC.,
                      THE NASDAQ STOCK MARKET (U.S.) INDEX
                AND THE NASDAQ COMPUTER & DATA PROCESSING INDEX


                              [PERFORMANCE GRAPH]



The following data points were used in constructing the performance graph:



<TABLE>
<CAPTION>
                                                          Cumulative Total Return
                                       --------------------------------------------------------
                                           9/96      9/97    9/98      9/99     9/00      9/01
<S>                                      <C>       <C>     <C>       <C>      <C>       <C>
ANALYTICAL SURVEYS, INC.                 100.00    207.95  211.36    143.18    18.18      6.27
NASDAQ STOCK MARKET (U.S.)               100.00    137.28  139.45    227.82   302.48    123.63
NASDAQ COMPUTER & DATA PROCESSING        100.00    135.36  175.47    297.85   373.69    134.08
</TABLE>



                                       9
<PAGE>


ITEM 12. SECURITY OWNERSHIP OF OTHER BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth as of September 30, 2001, certain
information with respect to the ownership of the common stock of the Company by
(i) each person (or group of affiliated persons) known by the Company to be the
beneficial owner of more than 5% of the Company's outstanding common stock
(based on filings with the Securities and Exchange Commission), (ii) each
director of the Company, (iii) each named executive officer and (iv) all
executive officers and directors of the Company as a group. Except as otherwise
noted in the table, each person or group identified possesses sole voting and
investment power with respect to such shares, subject to community property
laws, where applicable, and the address of each holder of more than 5% of the
Company's common stock is c/o Analytical Surveys, Inc., 941 North Meridian
Street, Indianapolis, Indiana 46204.


                                                         SHARES
                                                      BENEFICIALLY    PERCENT OF
         NAME OF BENEFICIAL OWNER                       OWNED(1)         CLASS
         ------------------------                     ------------    ----------

         Sol C. Miller                                   764,500(2)      10.4
         John A. Thorpe                                  508,059(3)       6.9
         Robert H. Keeley                                 47,250(4)       0.6
         Richard P. MacLeod                               70,352(5)       1.0
         James T. Rothe                                   72,904(6)       1.0
         J. Norman Rokosh                                100,000(7)       1.4
         Michael A. Renninger                             33,000(8)       0.4

         All directors and executive officers as a     1,596,065         21.6%
         group (7 persons)




                                       10
<PAGE>


-----------

(1)   Based on 6,977,794 shares of common stock outstanding as of September 30,
      2001 and a total of 396,481 shares of common stock underlying options as
      disclosed below.

(2)   Includes 22,500 shares of common stock underlying options that are
      exercisable within 60 days of September 30, 2001. Includes 37,000 shares
      held by the SCM Family Limited Partnership of which Mr. Miller and his
      wife are the sole general partners.

(3)   Includes 66,077 shares of common stock underlying options that are
      exercisable within 60 days of September 30, 2001. Includes 122,249 shares
      of common stock held by the Thorpe Family Limited Partnership of which Mr.
      Thorpe and his wife are the sole general partners and 52,000 shares of
      common stock held by a charitable remainder trust of which Mr. Thorpe is a
      trustee.

(4)   Includes 42,750 shares of common stock underlying options that are
      exercisable within 60 days of September 30, 2001 and 4,500 shares held by
      Dr. Keeley's wife.

(5)   Includes 64,500 shares of common stock underlying options that are
      exercisable within 60 days of September 30, 2001.

(6)   Includes 70,654 shares of common stock underlying options that are
      exercisable within 60 days of September 30, 2001.

(7)   Includes 100,000 shares of common stock underlying options that are
      exercisable within 60 days of September 30, 2001.

(8)   Includes 30,000 shares of common stock underlying options that are
      exercisable within 60 days of September 30, 2001.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


         The Company's headquarters facilities are leased from MSE Realty, LLC,
a company owned by Mr. Miller, under an operating lease that expires June 30,
2002. This lease was negotiated effective June 30, 2001 to reduce monthly rental
expense from $110,786 to $25,000 per month in exchange for reduced occupancy.
Rental expense for this lease was $1,072,080 in fiscal 2001.



                                       11
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Analytical Surveys, Inc. has duly caused this amendment to this
report to be signed on its behalf by the undersigned, thereunto duly authorized.


Analytical Surveys, Inc.
(Registrant)


By:  /s/ Michael A. Renninger                         Date:  February 7, 2002


---------------------------------
Chief Financial Officer




                                       12