UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 1O-KSB

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

                  For the Fiscal Year Ended September 30, 1996
                         Commission File Number 0-13111


                            ANALYTICAL SURVEYS, INC.
           (Name of small business issuer as specified in its charter)

                                    Colorado
                            (State of incorporation)

                                   84-0846389
                        (IRS Employer Identification No.)

                               1935 Jamboree Drive
                        Colorado Springs, Colorado 80920
                    (Address of principal executive offices)

                                 (719) 593-0093
                               (Telephone number)

               Securities registered pursuant to Section 12(g) of
                                    the Act:
                            No Par Value Common Stock
                              (Title of each 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 twelve months and (2) has been subject to such filing requirements
for the past ninety (90) days: Yes __X__ No_____

Check if there is no disclosure of delinquent filers in response to Items 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
the  registrant's  knowledge,  in  definitive  proxy or  information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB:              Yes __X__ No_____

Issuer's revenue for its most recent fiscal year was $22,668,878.

The aggregate market value of the voting stock held by  non-affiliates  computed
by reference  to average bid and asked  prices of such stock,  as of December 4,
1996 was  $43,980,000.  The number of shares of common stock  outstanding  as of
December 4, 1996 was 4,888,651.

Item 13(a) on page 25  describes  the  exhibits  filed with the  Securities  and
Exchange  Commission and those exhibits  incorporated by reference to previously
filed documents.  Certain sections of the definitive Proxy Statement to be filed
for the 1997 Annual Meeting of Shareholders  are  incorporated by reference into
Part III.

Transitional Small Business Disclosure Format:       Yes ____ No___X__

<PAGE>

                                Table of Contents

PART I

         Item 1.  Description of Business                              3

         Item 2.  Description of Property                              5

         Item 3.  Legal Proceedings                                    5

         Item 4.  Submission of Matters to a Vote
                  of Security Holders                                  5

PART II

         Item 5.  Market for Common Equity and
                  Related Stockholder Matters                          5

         Item 6.  Management's Discussion and Analysis
                  or Plan of Operation                                 6

         Item 7.  Financial Statements                                 10

         Item 8.  Changes in and Disagreements with Accountants
                  on Accounting and Financial Disclosure               25

Part III

         Item 9.  Directors, Executive Officers, Promoters and
                  Control Persons, Compliance with Section 1G(a)
                  of the Exchange Act                                  25

         Item 10. Executive Compensation                               25

         Item 11. Security Ownership of Certain Beneficial Owners
                  and Management                                       25

         Item 12. Certain Relationships and Related Transactions       25

         Item 13. Exhibits and Reports on Form 8-K                     25

Signatures                                                             28

<PAGE>

PART I

Item 1.        Description of Business

General

Analytical  Surveys,  Inc.,  ("ASI" or the "Company") is a Colorado  corporation
formed  in  1981.   ASI's  primary  business  is  the  production  of  precision
computerized maps and information files used in Geographic  Information  Systems
(GIS).  Federal,  state and local government agencies,  utilities and commercial
companies  use  Geographic  Information  Systems  to  manage  information  about
features such as utilities,  natural resources,  streets,  land use and property
taxation.  The Company completed two acquisitions during 1996 to expand into the
utilities  facilities  data conversion  market and to increase  capacity and the
range of conversion services offered.

A Geographic Information System consists of four components:  computer hardware,
applications software, computerized maps and computerized information (database)
files. ASI produces the last two components of the GIS; ASI does not manufacture
or sell the  computer  hardware  or  applications  software  required by GIS end
users. ASI produces maps for use on GIS computers from aerial  photography using
analytical   stereoplotters,   computer   equipment  and  internally   developed
proprietary software.  The Company also converts existing printed maps and other
information into computerized maps and computer information files. The Company's
digital imaging department prepares digital  orthophotographs by scanning aerial
photographs into the computer using a high resolution  scanner.  The distortions
inherent in all aerial  photography are then removed using internally  developed
proprietary  software  and the  resulting  digital  image is accurate to mapping
standards.  The final product can be delivered either as a computer data file or
as a printed image.

ASI  employs  subcontractors  for tasks  outside  its  expertise  such as aerial
photography and ground survey.  The Company also may use subcontractors for work
similar to that performed by ASI in order to expand capacity, to meet deadlines,
to manage work load and to encourage businesses owned by women and minorities.

The  Company  engages in  research  and  development  activities  to develop new
production  process software and to improve existing process software.  Research
and development  expenditures  were $283,872 in fiscal year 1996 and $347,321 in
fiscal year 1995. Certain activities,  principally ongoing software  refinement,
previously  performed by the research and development  group were transferred to
operations staff in 1996.

The  industry  has grown  over the last  several  years as  technical  and price
improvements in GIS hardware and software have expanded the GIS market by making
these systems more attractive to potential customers.

Marketing and Sales

Virtually  all of ASI's  revenues are earned under fixed price  contracts  which
cover a specific  scope of work and the Company is dependent upon its ability to
secure new contracts from new as well as existing customers.  From time to time,
the  revenues  earned on  specific  contracts  may exceed  ten  percent of total
revenues  earned in a year.  Those  contracts  which  contributed  more than ten
percent of revenue in 1996 and 1995 are summarized in the following table.

                  Customer                           1996      1995

                  Southern New England Telephone      10%        *
                  Montgomery County, AL                *        12%

                  * Less than ten percent

Based on the backlog  remaining on these  existing  contracts  at September  30,
1996,  none  of the  existing  projects  for  these  customers  is  expected  to
contribute more than ten percent of revenue in future years.

Backlog  represents the value of revenue not yet earned on contracts  awarded to
the  Company;  it  increases  when new  contracts  are awarded and  decreases as
revenue is earned.  The  Company's  backlog  was  approximately  $40,000,000  at
September 30, 1996 up from  $12,620,000 at the end of 1995. The backlog includes
several large  projects  which will extend over one to four years.  These larger
projects are usually fixed price  agreements  which  increase the Company's risk
due to  inflation;  however,  the Company  receives  the benefit of the improved
availability of production work.

The Company employs 7 sales  representatives to market and sell its products and
services throughout the United States and internationally. The Company maintains
memberships in professional and trade  associations and participates in industry
conferences by presenting  exhibits and technical papers.  Contracts are awarded
by customers  through  direct  negotiation,  competitive  technical  evaluation,
competitive bid or a combination thereof.

ASI  has  directed  its  marketing   efforts   towards   clientele  who  require
high-quality  digital  mapping.  Historically,  ASI's  customers  have  included
cities,   counties,   engineering  companies,   utility  companies  and  federal
government  agencies.  Approximately  half of  revenues  have been  historically
derived from state and local government  contracts.  These contracts may contain
termination provisions for the convenience of the customer, lack of appropriated
funds or default by the Company.  Contracts  with the United States  Government,
which  represent  less  than  10% of ASI's  revenues,  also  may be  subject  to
renegotiation or termination.

Advances  in GIS  technologies  and the decline in the costs of  computers  have
attracted more industrial and municipal  customers into the GIS marketplace.  In
addition,  a significant  portion of ASI's  revenues are generated  from utility
clients,  both commercial and municipal.  The Company expects that an increasing
share of its new customers will be industrial and municipal GIS users.

ASI is  required  to  furnish  performance  bonds  to  customers  on some of its
contracts.  The percentage of the Company's work requiring  bonds varies between
10% and 30%  depending  on the mix of work in  progress.  Performance  bonds are
issued by a limited number of insurance companies; the continued availability of
bonds depends on the  Company's  ability to meet the  underwriting  standards of
potential issuers and surety market conditions.

Competition

The  Company's   management  believes   approximately  eight  companies  are  of
comparable size and  capabilities as ASI. The Company's  recent two acquisitions
also brought  exposure to  competitors  with whom the Company did not previously
compete.  Further,  the Company's  management believes there is a second tier of
primarily  regional  competitors  who may seek to expand  their  efforts  to the
national and international levels.

Recently developed  commercial  satellite companies are becoming new entrants to
the larger GIS market.  These include Space Imaging Inc. and EarthWatch  Inc. At
present the announced but not yet available  products of these  companies do not
appear to provide  the same degree of  resolution  as is  typically  required by
ASI's customers.  The Company's  management believes these new entrants may lead
to new market opportunities as markets develop increasing awareness of the value
of geographic information. On the other hand, there can be no assurance that new
entrants  and new  products  will not  adversely  affect  the  Company's  future
operations.

ASI  seeks to  compete  on the  basis of the  quality  of its  products  and the
efficiency with which it can provide digital mapping services to customers.  The
Company  uses  its   internally-developed   proprietary   software  as  well  as
commercially  available software to automate much of the production process. The
Company  believes its systematic  approach enables it to achieve more consistent
quality than it could using more  manually-intensive  methods.  The Company will
evaluate the suitability of its internally developed proprietary software to the
production  processes employed at the two recently acquired  businesses.  If and
when such use of this proprietary software is implemented, the desired favorable
results,  if any, will become apparent only gradually as existing projects would
likely be completed  using existing  techniques  and new  techniques  applied to
newly started projects.

In  general,  management  believes  this  industry  is  competitive  and certain
competitors may have more capital availability than does ASI.

Employees

At September 30, 1996 ASI had approximately 377 employees, virtually all of whom
are full-time.

ASI offers its employees a typical  benefits  package  including  health,  life,
disability,  and dental insurance; a 401-K tax deferred retirement savings plan;
vacations and  holidays.  The Company does not provide any other pension plan to
its employees.  ASI does not have a collective-bargaining  agreement with any of
its employees and generally considers relations with its employees to be good.

Item 2.        Description of Property

The Company leases its office and production facilities.

    Location                    Square Footage     Lease Termination

    Colorado Springs, CO           32,000              2004
    Cary, North Carolina           23,400              1998-2000
    Waukesha, Wisconsin            25,300              1999

These   facilities  are  in  generally  good  condition  and  adequate  for  the
foreseeable needs of the Company.

ASI also operates  sales offices in Sterling,  Virginia  (near  Washington,D.C.)
and Chattanooga, Tennessee.

Item 3.        Legal Proceedings

The Company is not the subject of any significant  outstanding legal proceedings
or significant known claims.

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

There were no matters submitted to a vote of the shareholders  during the fourth
quarter of the year ended September 30, 1996.

PART II

Item 5.        Market for Common Equity and Related Stockholder Matters

The  Company's  Common  Stock is traded in the  NASDAQ  National  Market  System
over-the-counter  market  under the symbol  ANLT.  The  trading  volume in ASI's
Common  stock has ranged from 255,000  shares per month to 3,780,000  shares per
month in the year ended  September  30, 1996.  This range of trading  volume may
contribute to stock price volatility and limited trading liquidity.

The  Company's  Board of  Directors  authorized  a three for two stock  split of
Company's  no par value common  stock for all common  shareholders  of record on
June 27, 1996. All share,  option and per share amounts  included in this Annual
Report on Form 10-KSB have been adjusted for the effects of the stock split.

The  following  table  sets forth the range of high and low prices per share for
each quarterly  period for the fiscal years ended September 30, 1995 and 1996 as
reported by the National  Association of Securities Dealers Automated Quotations
System  (NASDAQ).  On April 1, 1995 trading in the Company's  Common Stock moved
from NASDAQ's Small Cap Market to NASDAQ's National Market System.  Price ranges
reported in the following table  represent the range of bid quotations  prior to
April 1, 1995 and the  trading  range  after that  date.  These  prices  reflect
inter-dealer  quotations  without  adjustments  for retail  markup,  markdown or
commission and do not necessarily represent actual transactions.

Fiscal Year Ended September 30, 1995        High              Low

                  First Quarter           $ 3.50           $  2.25
                  Second Quarter            4.17              3.00
                  Third Quarter             4.92              3.25
                  Fourth Quarter            5.83              4.33

Fiscal Year Ended September 30, 1996

                  First Quarter           $ 6.83           $  4.59
                  Second Quarter           10.33              6.00
                  Third Quarter            16.00              8.08
                  Fourth Quarter           17.50              8.75

American Securities  Transfer,  Inc., the transfer agent for the shares of ASI's
Common Stock,  has reported that there were  approximately  400  shareholders of
record as of  September  30,  1996.  This does not  include an  estimated  2,500
investors holding stock in "street name."

On December 4, 1996,  the closing bid and asked prices of the  Company's  Common
Stock as reported by NASDAQ were $10.00 and $10.25 respectively.

Holders of the Company's  Common Stock are entitled to receive  dividends as and
when they may be declared by its Board of Directors. No such dividends have ever
been paid with respect to the Company's  Common Stock and none is anticipated to
be paid in the foreseeable  future.  Under its present bank loan agreement,  the
Company must obtain the bank's prior written  consent should the Company wish to
pay a dividend.  The bank has agreed to not unreasonably  withhold such consent;
however, there is no assurance that the Company would receive the bank's consent
to pay a dividend.

Item 6.        Management's Discussion and Analysis or Plan of Operation

This discussion contains forward looking statements,  primarily those statements
which are not statements of historical  facts.  There are important factors that
could cause results to differ  materially from those  anticipated in the forward
looking  statements  including  factors  which are  beyond  the  control  of the
Company. These factors include the competitive  environment such as entry of new
competitors,   improved  technical  capabilities  by  existing  competitors  and
capacity  utilization  achieved by all competitors.  Market  conditions that may
also affect future  results  include  competitive  environment  in the utilities
market,  local tax collections by municipalities and federal government spending
levels.

The  following  table sets forth  selected  financial  data for the  Company and
should be read in  conjunction  with the financial  statements and related notes
included  elsewhere in this  document and with the balance of this  Management's
Discussion and Analysis :
<TABLE>
<CAPTION>
                                Year ended September 30,
                            (000's except per share amounts)
<S>                                              <C>            <C>

                                                    1996          1995
                                                    ----          ----
Statement of Operations Data
         Sales                                   $22,669        13,538
         Costs and expenses                       19,264        11,519
         Other expenses, net                         339           119
         Income tax expense                        1,153           716
                                                 -------        ------
         Net earnings                              1,913         1,184
                                                 =======        ======

         Earnings per share                      $   .38           .27
                                                 =======        ======



Balance Sheet Data                  September 30,
                                        (000's)

                                                    1996          1995
                                                    ----          ----

         Current assets                          $16,452         8,554
         Current liabilities                       6,466         2,816
                                                 -------        ------
         Working capital                           9,986         5,738
                                                 =======        ======

         Total assets                            $21,988        10,048
         Long-term debt
                less current portion               4,528           408
         Stockholders' equity                     10,926         6,654
</TABLE>

Results of Operations

The following table summarizes the changes in selected operating indicators. The
percentages  on the left show the  relationship  of various  income and  expense
items  to net  revenues.  The  percentages  on the  right  measure  year to year
changes.

<TABLE>
<CAPTION>

Percentage of Net Revenues*                                 Percentage Change
  Year Ended September 30                                    from Prior Year
<S> <C>    <C>        <C>                                      <C>    <C>
    1996   1996                                                1996   1995
    ---    ----                                                ----   ----

     100    100       Sales                                      67     21

                      Costs and expenses:
                           Salaries, wages and
      46     39            related benefits                     100     17
      17     24            Subcontractor costs                   20     23
      16     16            General and administrative            64     22
       6      6            Depreciation and amortization         51      3
                                                                ---    ---
      85     85            Total costs and expenses              67     19
                                                                ---    ---

      15     15       Earnings from operations                   69     36

      (2)    (1)      Other income (expense)                    185    (35)
                                                                ---    ---
      13     14       Earnings before income taxes               61     47
       5      5       Income tax expense                         61     46
                                                                ---    ---

       8      9       Net earnings                               62     47
     ===    ===                                                 ===    ===

     *Totals may not be exact due to rounding.
</TABLE>


1996 Compared to 1995

Results of Operations

The  Company  implemented  a  strategy  to enter  the  utilities  facility  data
conversion   market  by  the   acquisition  of   Intelligraphics   International
(Intelligraphics)  on December 22, 1995. This  acquisition  lead to a more rapid
entry into this market at a lower cost than would a strategy of developing  both
the technology and market presence through internal  technology  development and
marketing  efforts.  This  utilities  market  is  competitive  and  margins  are
generally lower than those earned by the Company in its traditional markets. The
lower margins are usually mitigated by the larger contract size and term and the
expected greater volume of conversion work to be done in this market.

A second acquisition,  Westinghouse Landmark GIS, also contributed to the growth
strategy and provided the  capability to perform  deeds  research tax mapping as
opposed  to the  use of  outside  subcontractors  to  perform  this  work.  This
acquisition  also  provided  additional  capacity in the  Company's  traditional
photogrammetry and cadastral markets as well as an enhanced regional presence in
the east and southeast regions of the country.

The acquisitions,  combined with the Company's original Colorado-based business,
caused net income from continuing operations (net earnings) to increase 62% over
the previous year on a sales increase of 67%. Total costs and expenses remain at
85% of sales with a shift between salaries, wages and benefits increasing to 46%
from 39% of sales while  subcontractor  costs decreased to 17% of sales from 24%
last year. The combination of salaries plus subcontractor  costs remained at 63%
of sales.  This shift towards a greater salaries  component  reflects the higher
labor input required at the two acquired production  facilities and lower use of
outside subcontractors in those locations.  The acquisitions will also allow the
Company to complete a greater  proportion of its production  work using internal
resources as opposed to outside subcontractors.

Interest expense increased 195% over the previous year due to the increased debt
undertaken to complete the two acquisitions.

Earnings per share increased 41% over the previous year. This increase  reflects
the 62% increase in net earnings (all from  operations)  and the 14% increase in
the average number of shares outstanding in 1996 over 1995. Approximately 40% of
the increase in average  shares  outstanding is the result of the 345,000 shares
issued in connection with the Intelligraphics acquisition and the balance is due
to the issuance of shares for stock option exercises.

Cash flows  from  operating  activities  increased  30% in 1996 over  1995.  Net
earnings plus  depreciation  and  amortization  increased 57% from $1,969,000 in
1995 to $3,097,000 in 1996. Cash flows from operations were also improved by the
103% increase in tax benefit relating to exercise of employee stock options.  It
is unlikely that tax benefits  from the exercise of employee  stock options will
recur at the levels  experienced  in 1995 and 1996.  Cash flows from  operations
were reduced by increased  investment in the net current  assets of the company,
principally  accounts  receivable  and  revenues  in excess of  billings.  These
contract-related  balances fluctuate due to the aggregate effect of the progress
on specific projects and billing and payment terms of the contracts.

Cash  flows  used  in  investing activities  are  comprised  of the  cost of the
acquisitions discussed above plus routine capital equipment additions.

Cash flows  provided by financing activities  are comprised of the  borrowing of
cash under  long-term debt for the two  acquisitions  and the routine use of the
line of credit,  scheduled  debt  reductions  and the  proceeds of stock  option
exercises.

The Company's backlog of signed contracts increased to approximately $40,000,000
up 217% from $12,620,000 in 1995. The Company's  expansion  strategy has enabled
it to sign significant  contracts with utilities  customers as well as municipal
customers  and   commercial   companies.   Some  of  these  projects  are  large
multiple-year  contracts  which offer the Company the benefit of increased  work
but also subject the Company to increased risk due to possible  inflation and/or
changing customer  expectations.  The Company continues to seek and perform both
larger and smaller projects for future work.

Liquidity and Capital Resources

Short-term  liquidity  requirements are met primarily through operating receipts
supplemented by a bank line of credit with a $1,850,000  limit. At September 30,
1996,  the  Company's  balance on the line of credit was  $500,000.  The cost of
capital  equipment  is usually  financed  through  term debt and/or  capitalized
leases  with terms of from three to five  years.  The Company has up to $436,000
available under its line of credit for equipment acquisitions through the end of
February 1997. The Company has not committed to any material capital purchases.

Management expects to meet long-term liquidity  requirements  through cash flows
generated by operations  supplemented from time to time by short-term borrowings
on a bank line of credit.  Routine capital expenditures will usually be financed
with term debt and/or capital leases.

Management  believes the line of credit combined with cash flows from operations
are adequate to finance ongoing operations. Management also believes the Company
will be able to finance any required capital  expenditures from a combination of
operating  cash flows and new term debt or lease  arrangements.  The  Company is
dependent, however, upon its ability to successfully deliver acceptable products
in order to maintain adequate operating cash flows.

Other Risk Factors

The Company faces,  as do all businesses,  a wide range of increasingly  complex
legal, regulatory and compliance  requirements.  The Company is not aware of any
substantial   risk  of  loss  from  product   liability   litigation   nor  from
noncompliance with environmental, labor or other laws and regulations.

The Company has been awarded several  projects with contract values in the range
of  $3,000,000  to  $10,000,000,  usually on a  fixed-price  basis.  While these
projects provide improved availability of work, the projects may extend over two
to four  years.  The  extended  production  period may  increase  the  Company's
exposure to the risk of inflation, changes in customer expectations and customer
funding capabilities.

The  Company has not paid any  dividends  since its  inception,  and there is no
intention to pay  dividends in the  foreseeable  future.  Under its present bank
loan agreement,  the Company must obtain the bank's prior written consent should
the  Company  wish to pay a  dividend.  The bank has agreed to not  unreasonably
withhold such  consent;  however,  there is no assurance  that the Company would
receive the bank's consent to pay a dividend.

Recent Accounting Pronouncements

Statement  of  Financial  Accounting  Standards  No.  121,  Accounting  for  the
Impairment of Long-Lived Assets to Be Disposed Of (SFAS 121) was issued in March
1995 by the Financial  Accounting  Standards  Board. It requires that long-lived
assets and certain identifiable  intangibles to be held and used by an entity be
reviewed for impairment  whenever  events or changes in  circumstances  indicate
that  the  carrying  amount  of an  asset  may not be  recoverable.  SFAS 121 is
required to be adopted for fiscal  years  beginning  after  December  15,  1995.
Adoption of this  statement  by the Company as of October 1, 1996 did not have a
significant effect on the consolidated financial statements.

Statement of Financial  Accounting Standards No. 123, Accounting for Stock-Based
Compensation (SFAS 123), was issued by the Financial  Accounting Standards Board
in  October  1995.  SFAS 123  establishes  financial  accounting  and  reporting
standards for stock-based employee compensation plans as well as transactions in
which an entity issues its equity  instruments to acquire goods or services from
non-employees.  This  statement  defines a fair value based method of accounting
for employee  stock option or similar  equity  instruments  and  encourages  all
entities  to adopt that method of  accounting  for all of their  employee  stock
compensation  plans.  However,  it also  allows an entity to continue to measure
compensation  cost for those plans  using the  intrinsic  value based  method of
accounting  prescribed  by APB opinion No. 25,  Accounting  for Stock  Issued to
Employees.  Entities  electing to remain with the  accounting in Opinion 25 must
make proforma  disclosures of net income and, if presented,  earnings per share,
as if the fair value  based  method of  accounting  defined by SFAS 123 had been
applied.  SFAS 123 is applicable to fiscal years  beginning  after  December 15,
1995. The Company does not currently  expect to adopt the accounting  prescribed
by SFAS 123; however,  the Company will include the disclosures required by SFAS
123 in future annual financial statements.

 Item 7.       Financial Statements

                                                                       Page

         Independent Auditors' Report                                  11
         Balance Sheets                                                12
         Statements of Operations                                      14
         Statements of Stockholders' Equity                            15
         Statements of Cash Flows                                      16
         Notes to Financial Statements                                 17



<PAGE>









                          Independent Auditors' Report








The Board of Directors and Stockholders
Analytical Surveys, Inc.:



We have  audited the  accompanying  consolidated  balance  sheets of  Analytical
Surveys,  Inc. and subsidiary as of September 30, 1996 and 1995, and the related
consolidated statements of operations,  stockholders' equity, and cash flows for
the  years  then  ended.  These  consolidated   financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Analytical Surveys,
Inc. and  subsidiary as of September 30, 1996 and 1995, and the results of their
operations  and their cash flows for the years  then  ended in  conformity  with
generally accepted accounting principles.





                                                     KPMG Peat Marwick LLP




Denver, Colorado
November 1, 1996




<PAGE>



                            ANALYTICAL SURVEYS, INC.
                                 AND SUBSIDIARY

                           Consolidated Balance Sheets
                           September 30, 1996 and 1995
                                 (In Thousands)

<TABLE>
<S>                                                                   <C>             <C>
Assets                                                                    1996          1995
------                                                                    ----          ----

Current assets:
    Cash                                                              $  1,022           665
    Accounts receivable, net of allowance for doubtful
       accounts of $60 and $20 in 1996 and
       1995, respectively (notes 3, 4 and 10)                            5,781         2,925
    Revenue in excess of billings (notes 3 and 4)                        9,329         4,705
    Deferred income taxes (note 6)                                         105            50
    Prepaid expenses and other                                             215           209
                                                                        ------        ------
              Total current assets                                      16,452         8,554
                                                                        ------        ------

Equipment and leasehold improvements, at cost (note 4):
    Equipment                                                            7,544         5,657
    Furniture and fixtures                                                 957           735
    Leasehold improvements                                                 162           134
                                                                        ------        ------
                                                                         8,663         6,526
    Less accumulated depreciation and amortization                      (6,049)       (5,046)
                                                                        ------        ------
                                                                         2,614         1,480
                                                                        ------        ------

Goodwill, net of accumulated amortization of $141 and $12 in 1996
and 1995, respectively (note 2)                                          2,881            14
Other assets                                                                41            --
                                                                        ------        ------
                                                                      $ 21,988        10,048
                                                                        ======        ======
</TABLE>
                                                                     Continued)



<PAGE>



                     Consolidated Balance Sheets, Continued
                                 (In Thousands)


<TABLE>
<S>                                                                   <C>             <C>
Liabilities and Stockholders' Equity                                      1996          1995
------------------------------------                                      ----          ----


Current liabilities:

    Line-of-credit with bank (note 4)                                 $    500           --
    Current portion of long-term debt (note 4)                           1,247           417
    Billings in excess of revenue (note 3)                               1,091           177
    Accounts payable and other accrued liabilities                       2,268         1,560
    Accrued payroll and benefits                                         1,340           662
    Income taxes payable                                                    20           --
                                                                        ------        ------
              Total current liabilities                                  6,466         2,816
                                                                        ------        ------

Long-term debt, less current portion (note 4)                            4,528           408
Deferred income taxes payable (note 6)                                       4           113
Deferred compensation payable                                               64           57
                                                                        ------        ------
              Total liabilities                                         11,062         3,394
                                                                        ------        ------

Stockholders' equity (note 7):

    Preferred stock - 2,500 no par value shares
       authorized; none issued and outstanding                             --            --
    Common stock - 100,000 no par value shares
       authorized; 4,922 and 4,282 shares
       issued in 1996 and 1995, respectively                             5,820         3,461
    Treasury stock - 35 shares, at cost                                   (125)         (125)
    Retained earnings                                                    5,231         3,318
                                                                        ------        ------
                                                                        10,926         6,654
                                                                        ------        ------

Commitments and contingencies (notes 5 and 7)                         $ 21,988        10,048
                                                                        ======        ======
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
                      Consolidated Statements of Operations
                     Years Ended September 30, 1996 and 1995
                    (In Thousands, Except Per Share Amounts)
<TABLE>
<S>                                                                   <C>             <C>

                                                                          1996          1995
                                                                          ----          ----

                                                                      $ 22,669        13,538
                                                                        ------        ------

Costs and expenses:
    Salaries, wages and related benefits                                10,501         5,247
    Subcontractor costs                                                  3,898         3,244
    General and administrative                                           3,681         2,244
    Depreciation and amortization                                        1,184           784
                                                                        ------        ------
                                                                        19,264        11,519
                                                                        ------        ------
         Earnings from operations                                        3,405         2,019

Other income (expense):
    Interest expense, net                                                 (351)         (119)
    Gain on sale of assets                                                  12           --
                                                                        ------        ------    
                                                                          (339)         (119)
                                                                        ------        ------
         Earnings before income taxes                                    3,066         1,900

Income tax expense (note 6)                                              1,153           716
                                                                        ------        ------
         Net earnings                                                 $  1,913         1,184
                                                                        ======        ======

Earnings per common and common equivalent share                       $    .38           .27
                                                                        ======        ======

Weighted average outstanding common and
    common equivalent shares                                             5,033         4,408
                                                                        ======        ======
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>
                 Consolidated Statements of Stockholders' Equity
                     Years Ended September 30, 1996 and 1995
                                 (In Thousands)
<TABLE>
<CAPTION>
                                      Common stock       Treasury stock      Retained
                                    Shares    Amount    Shares     Amount    earnings     Total

<S>                                 <C>       <C>       <C>        <C>        <C>       <C>
Balances at October 1, 1994          3,835     2,462       --         --       2,134     4,596

Exercise of stock options              447       562       --         --         --        562

Tax benefit relating to
exercise of stock options              --        437       --         --         --        437

Acquisition of treasury stock          --        --        (35)      (125)       --       (125)

Net earnings                           --        --        --         --       1,184     1,184
                                    ------    ------    ------     ------     ------    ------
Balances at September 30, 1995       4,282     3,461       (35)      (125)     3,318     6,654

Common stock issued in connection
with business combination (note 2)     345       891       --         --         --        891

Exercise of stock options              295       583       --         --         --        583

Tax benefit relating to
exercise of stock options              --        885       --         --         --        885

Net earnings                           --        --        --         --       1,913     1,913
                                    ------    ------    ------     ------     ------    ------

Balances at September 30, 1996       4,922     5,820       (35)   $  (125)     5,231    10,926
                                    ======    ======    ======     ======     ======    ======
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
                      Consolidated Statements of Cash Flows
                     Years Ended September 30, 1996 and 1995
                                 (In Thousands)
<TABLE>
<S>                                                                   <C>             <C>
                                                                          1996          1995
                                                                          ----          ----
Cash flows from operating activities:
    Net earnings                                                       $ 1,913         1,184
    Adjustments to reconcile net earnings to net cash
       provided by operating activities:
          Depreciation and amortization                                  1,184           785
          Gain on sale of assets                                           (12)          --
          Deferred income tax benefit                                     (163)         (108)
          Tax benefit relating to exercise of employee stock options       885           437
          Changes in operating assets and liabilities, net of effect
              of business combinations:
                 Accounts receivable, net                                 (481)       (1,226)
                 Revenue in excess of billings                          (2,820)         (717)
                 Prepaid expenses and other                                 18           (67)
                 Other assets                                              (36)          --
                 Billings in excess of revenue                             163          (243)
                 Accounts payable and other accrued liabilities            (36)          800
                 Accrued payroll and benefits                              130            83
                 Income taxes payable                                       20          (342)
                 Deferred compensation payable                               7             8
                                                                        ------        ------
                    Net cash provided by operating activities              772           594
                                                                        ------        ------

Cash flows used by investing activities:
    Purchase of equipment and leasehold improvements                      (919)         (704)
    Proceeds from sale of equipment                                         12           --
    Net assets acquired in business combinations                        (5,541)          --
                                                                        ------        ------
                    Net cash used by investing activities               (6,448)         (704)
                                                                        ------        ------

Cash flows provided by financing activities:
    Net borrowings under line-of-credit with  bank                         500           --
    Proceeds from issuance of long-term debt                             5,765           521
    Principal payments on long-term debt                                  (815)         (734)
    Proceeds from exercise of stock options                                583           561
    Purchase of treasury stock                                             --           (125)
                                                                        ------        ------
                    Net cash provided by financing activities            6,033           223
                                                                        ------        ------

                    Net increase in cash                                   357           113

Cash at beginning of year                                                  665           552
                                                                        ------        ------

Cash at end of year                                                    $ 1,022           665
                                                                        ======        ======

Supplemental disclosures of cash flow information:
    Cash paid for interest                                             $   344           112
                                                                        ======        ======

    Cash paid for income taxes                                         $   376           765
                                                                        ======        ======

    Common stock issued in connection with business combination        $   891           --
                                                                        ======        ======

See accompanying notes to consolidated financial statements


</TABLE>

<PAGE>



                   Notes to Consolidated Financial Statements
                           September 30, 1996 and 1995


(1)    Summary of Significant Accounting Policies


       (a)    Business and Basis of Financial Statement Presentation

                  Analytical  Surveys,  Inc.  (ASI or the Company) is a Colorado
                  corporation  formed in 1981.  ASI's  primary  business  is the
                  production  of  precision  computerized  maps and  information
                  files used in Geographic  Information Systems (GIS).  Federal,
                  state and local government  agencies and commercial  companies
                  use  Geographic  Information  Systems  to  manage  information
                  relating to utilities,  natural resources,  streets,  land use
                  and property taxation.

                  The consolidated  financial statements include the accounts of
                  the  Company  and  ASI   Landmark   Inc.,   its  wholly  owned
                  subsidiary,  which was  formed in July 1996 (see note 2).  All
                  significant  intercompany  balances and transactions have been
                  eliminated in consolidation.

                  The preparation of the financial statements in conformity with
                  generally accepted  accounting  principles requires management
                  to make  estimates  and  assumptions  that affect the reported
                  amounts of assets and liabilities and disclosure of contingent
                  assets and liabilities at the date of the financial statements
                  and the reported  amounts of revenues and expenses  during the
                  reporting  period.  Actual  results  could  differ  from those
                  estimates.

       (b)    Revenue Recognition

                  The  Company   recognizes  revenue  using  the  percentage  of
                  completion  method based on the cost-to-cost  method,  whereby
                  the percentage complete is based on costs incurred in relation
                  to total  estimated  costs.  Costs  associated  with obtaining
                  contracts  are  expensed as  incurred.  The  Company  does not
                  combine  contracts  for purposes of  recognizing  revenue and,
                  generally, does not segment contracts.

                  Revenue in excess of billings  represents  work  completed but
                  not billed.  The Company bills  customers based upon the terms
                  included in the contract,  which is generally  upon  delivery.
                  When billed, such amounts are recorded as accounts receivable.
                  Billings in excess of revenue represent billings in advance of
                  work performed.

                  The Company  recognizes losses on contracts in the period such
                  loss is  determined.  The Company  does not  believe  warranty
                  obligations on completed contracts are material.

       (c)    Equipment and Leasehold Improvements

                  Equipment  and  leasehold  improvements  are recorded at cost.
                  Depreciation   and   amortization   are  provided   using  the
                  straight-line  method  over  the  following  estimated  useful
                  lives:

                       Equipment                             3 to 10 years
                       Furniture and fixtures                5 to 10 years
                       Leasehold improvements                      5 years

                  Maintenance,  repairs,  and renewals  which neither add to the
                  value of the asset or extend  its useful  life are  charged to
                  expense as incurred.

(1)    Summary of Significant Accounting Policies (continued)

       (d)    Goodwill

                  Goodwill  represents the excess of the purchase price over net
                  assets acquired (see note 2). Goodwill is being amortized over
                  a 15-year period using the straight-line method.

       (e)    Income Taxes

                  The Company  accounts for income taxes under the provisions of
                  Statement  of   Financial   Accounting   Standards   No.  109,
                  Accounting for Income Taxes (SFAS 109).  SFAS 109 requires the
                  use of the asset and liability method of accounting for income
                  taxes.  Under  the  asset  and  liability  method of SFAS 109,
                  deferred tax assets and  liabilities  are  recognized  for the
                  future tax  consequences  attributable to differences  between
                  the financial  statement  carrying  amounts of existing assets
                  and liabilities and their  respective tax bases.  Deferred tax
                  assets and  liabilities  are measured  using enacted tax rates
                  expected  to apply to  taxable  income  in the  years in which
                  those  temporary  differences  are expected to be recovered or
                  settled. Under SFAS 109, the effect on deferred tax assets and
                  liabilities  of a change in tax rates is  recognized in income
                  in the period that includes the enactment date.

       (f)    Research and Development Costs

                  The Company  expenses  research and development  costs as they
                  are  incurred.  Research  and  development  costs,  which  are
                  included  in  general  and  administrative   expenses  in  the
                  statement of operations, totaled $283,872 and $347,321 in 1996
                  and 1995, respectively.

       (g)    Earnings Per Share

                  The  computation  of earnings per common share is based on the
                  weighted average number of common shares  outstanding plus the
                  effect of common stock equivalents.

       (h)    Reclassifications

                  Certain prior year amounts have been  reclassified  to conform
                  to the 1996 presentation.

(2)    Business Combinations

              In December 1995, the Company  acquired  substantially  all of the
              assets and assumed certain  liabilities of  Intelligraphics,  Inc.
              for $3,548,019 cash and issued 345,000 shares of restricted common
              stock valued at $891,250,  for total  consideration of $4,439,269.
              Intelligraphics  provides data conversion  services,  primarily to
              the utilities market.

              In July 1996, the Company, through its wholly owned subsidiary ASI
              Landmark,  Inc.,  acquired  substantially  all of the  assets  and
              assumed certain liabilities of Westinghouse Landmark GIS, Inc. for
              cash of $1,992,598.  Landmark provides  photogrammetic mapping and
              data conversion service to the municipal and county markets.

<PAGE>

(2)    Business Combinations (continued)

              Both  acquisitions were accounted for using the purchase method of
              accounting.  The aggregate purchase price of the 1996 acquisitions
              was  allocated  based  on  fair  values  as  follows  (amounts  in
              thousands):

                      Current assets                                   $ 4,286
                      Property and equipment                             1,245
                      Other assets, including goodwill                   3,022
                      Current liabilities                               (2,121)
                                                                        ------
                                                                       $ 6,432
                                                                        ======

              The following unaudited proforma information presents the results
              of   operations   of  the  Company  as  if  the  acquisitions  of
              Intelligraphics,  Inc. and  Westinghouse  Landmark  GIS, Inc. had
              occurred  on  October 1, 1994  (in  thousands, except  per  share
              amounts):

                                                      Years ended September 30,
                                                      1996                1995

                       Sales                      $ 27,729            $ 26,869
                                                    ======              ======
                       Net earnings               $  1,009            $    900
                                                    ======              ======
                       Earnings per share             $.20               $ .19
                                                        ==                 ===


         The proforma  information is based on historical  information  and does
         not necessarily reflect the actual results that would have occurred nor
         is it  necessarily  indicative  of future  results of operations of the
         combined enterprises.

(3)    Accounts  Receivable, Revenue  in  Excess of  Billings, and  Billings in
       Excess of Revenue

         At September 30, 1996,  the estimated  period to complete  contracts in
         process ranges from one to thirty-nine  months, and the Company expects
         to collect substantially all related accounts receivable and revenue in
         excess of billings within one year.

         The  following  summarizes  contracts  in process at  September  30 (in
         thousands):
                                                          1996            1995
                                                          ----            ----

            Costs incurred on uncompleted contracts    $ 39,007         14,702
            Estimated earnings                           19,464         10,292
                                                         ------         ------
                                                         58,471         24,994
            Less billings to date                       (50,233)       (20,466)
                                                         ------         ------
                                                       $  8,238          4,528
                                                         ======         ======

            Included in the accompanying balance sheets as follows:
                   Revenue in excess of billings       $  9,329          4,705
                   Billings in excess of revenue         (1,091)          (177)
                                                         ------         ------
                                                       $  8,238          4,528
                                                         ======         ======

Notes to Consolidated Financial Statements, Continued

(4)    Debt

         The  Company  has a  $1,850,000  revolving  line of credit  with a bank
         bearing  interest  at .5% over the base rate  (8.75% at  September  30,
         1996).  The line of  credit  is  collateralized  by the  assignment  of
         accounts  receivable and officers life  insurance  proceeds and expires
         February 28, 1997.  Borrowings of $500,000 were  outstanding  under the
         line-of-credit as of September 30, 1996.

         Long-term   debt   consists  of  the  following  at  September  30  (in
         thousands):
<TABLE>
<S>                                                                                <C>        <C>    <C>   <C>   <C>     <C>
                                                                                      1996     1995
                                                                                      ----     ----

        Notepayable to a bank in monthly  installments  ranging  from $63,453 to
            $88,834 at .5% over the base rate  (8.75% at  September 30, 1996),
            final maturity in November 2001, secured by accounts
            receivable, work-in-process and officer life insurance proceeds        $ 4,962      --
        Notes payable to a bank under a $1,250,000 equipment draw-down term
            loan,  bearing  interest at  effective  rates  ranging from 8.13% to
            11.83% at September 30, 1996, monthly payments of $42,256, final
            maturity in August 1999, secured by certain equipment (a)                  810       743
        Term notes payable in monthly installments of $1,507, including
            interest ranging from 7.95% to 9.40%, final maturity in November
            1996, secured by certain equipment                                           3        82
                                                                                    ------    ------
                                                                                     5,775       825
                  Less current portion                                              (1,247)     (417)
                                                                                    ------    ------
                                                                                   $ 4,528       408
                                                                                    ======    ======

</TABLE>
         Maturities of long-term  debt as of September 30, 1996,  are as follows
         (in thousands):

                   Years ending September 30:
                      1997                                   $ 1,246
                      1998                                     1,292
                      1999                                     1,199
                      2000                                     1,066
                      2001                                       903
                      Thereafter                                  69
                                                               -----
                                                             $ 5,775
                                                              ======   

       (a)  The equipment  draw-down  term loan agreement  contains  restrictive
            covenants  which  require,  among other things,  the  maintenance of
            certain financial ratios and include certain  limitations on capital
            expenditures and dividend payments.

 (5)   Leases

         The Company leases its facilities under operating  leases.  Amounts due
         under noncancelable  operating leases with terms of one year or more at
         September 30, 1996 are as follows (in thousands):

<PAGE>

 (5)   Leases (continued)

                   Years ending September 30:
                       1997                                  $   990
                       1998                                      774
                       1999                                      586
                       2000                                      412
                       2001                                      351
                       Thereafter                              1,131
                                                               -----
                          Total minimum lease payments       $ 4,244
                                                               =====

         Rent  expense  totaled  $535,203  and  $302,303  for  the  years  ended
         September 30, 1996 and 1995, respectively.

 (6)    Income Taxes

        Income tax  expense  (benefit)  for the years ended  September  30 is as
        follows (in thousands):

                                             1996           1995
                                             ----           ----
              Current:
                  Federal                 $ 1,148            713
                  State and local             168            111
                                            -----            ---
                                            1,316            824
                                            -----            ---
              Deferred:
                  Federal                    (141)           (94)
                  State and local             (22)           (14)
                                            -----            ---
                                             (163)          (108)
                                            -----            ---
                                          $ 1,153            716
                                            =====            ===

        The exercise of non-qualified stock options results in state and federal
        income tax benefit to the Company related to the difference  between the
        market price at the date of exercise and the option price.  Common stock
        was  increased by $884,459 and $437,242 in 1996 and 1995,  respectively,
        related to the tax benefit of the exercise of stock options.

        Actual  income tax expense  differs from the amount  computed  using the
        federal  statutory  rate of 34%  for the  years  ended  September  30 as
        follows (in thousands):

                                                                  1996      1995
                                                                  ----      ----
                Computed "expected" income tax expense         $ 1,042       646
                State income taxes, net of federal tax effect      101        63
                Other                                               10         7
                                                                 -----       ---
                    Actual income tax expense                  $ 1,153       716
                                                                 =====       ===

<PAGE>

 (6)    Income Taxes (continued)

        The tax effects of temporary  differences  that give rise to significant
        portions of the deferred tax assets and liabilities at September 30, are
        presented below (in thousands):
<TABLE>
<S>                                                                   <C>         <C>
                                                                       1996       1995
                                                                       ----       ----
        Current deferred tax assets and liabilities:
            Accounts receivable, primarily due to allowance
               for doubtful accounts                                  $  22          7
            Accrued liabilities, primarily due to accrued
               compensated absences  for financial statement
               purposes                                                  99         62
            Deferred compensation related to stock options
               issued under the 1988 ASI Stock Option Plan                5          8
            Prepaid expenses, primarily due to marketing
               commissions expensed for income tax purposes             (21)       (27)
                                                                       ----       ----
                  Total net current deferred tax asset                $ 105         50
                                                                       ====       ====

        Non-current deferred tax assets and liabilities:
            Deferred compensation accrued for financial
               statement purposes only                                $  24         21
            Equipment and leasehold improvements, primarily
               due to differences in depreciation                       (28)      (134)
                                                                       ----       ----
                  Total net non-current deferred tax liability        $  (4)      (113)
                                                                       ====       ====
</TABLE>


 (7)    Stockholders' Equity and Stock Options

        The  Board  of  Directors  may  issue  preferred  stock  with  rates  of
        dividends,   voting  rights,  redemption  prices,   liquidation  prices,
        liquidation premiums,  conversion rights, and other requirements without
        a vote of the shareholders.

        In 1989, the Company entered into a stock redemption  agreement with its
        founder, who is also its chairman,  chief technical officer, and a major
        shareholder  of the Company  (the  Shareholder).  Under the terms of the
        agreement,  the Company may be required  upon the  occurrence of certain
        events to  purchase  all or a portion of the common  stock  owned by the
        Shareholder.  In these instances,  the purchase price will be determined
        based  upon the mean  between  the  quoted  bid and  asked  price of the
        Company's common stock. The future events that may require purchase, and
        the related terms, are summarized as follows:

                          Minimum shares required                     Payment
        Event (a)         to be purchased                             terms
        ---------         ------------------------                    -------

        Death             The number of shares based upon proceeds    Cash from
                          from $1,000,000 life insurance policy       insurance
                          maintained and owned by the Company (b)     policy

        Disability        The number of shares based upon proceeds    Cash from
                          from $1,000,000 disability insurance policy insurance
                          maintained and owned by the Company (b)     policy

        Involuntary       Maximum of all shares owned by shareholder  Cash
        termination,
        except for cause

         (a)   In the event of voluntary termination or involuntary  termination
               for cause, the Company is not required to purchase shares. In the
               event of voluntary termination,  the Company will have the option
               to purchase up to all shares owned by the Shareholder through the
               issuance of promissory notes.

         (b)   The Company  would be required  to  purchase  the minimum  shares
               based  upon a request  from the  Shareholder  or his  estate.  In
               addition,  the Company may be offered the option to purchase  all
               additional  shares of the Shareholder,  which may be purchased by
               issuing promissory notes with a three year term.

        At September  30, 1996,  the  Shareholder  owned  526,050  shares of the
        Company's  common  stock,  which  represented  approximately  11% of the
        outstanding common stock.

        The Company  currently has five  nonqualified  stock option  plans.  The
        Board of Directors may grant options to purchase up to 2,026,500  shares
        of the Company's common stock to officers, directors, and key employees.
        The  exercise  price  of the  options  is  established  by the  Board of
        Directors  on the date of  grant.  Employees  may vest in their  options
        either  100% on date of grant or 25% on date of grant  and 25% each year
        thereafter  as  determined  by the Board of  Directors.  The options are
        exercisable  in whole or in part for a period  of up to ten  years  from
        date of grant.

        The Board of  Directors  authorized  a three for two stock  split of the
        Company's  no par value  common  stock for all  common  shareholders  of
        record  on June 27,  1996.  All  share,  option  and per  share  amounts
        included in the accompanying consolidated financial statements have been
        adjusted for the effects of the stock split.

        The  following  summarizes  stock  option  activity  under the plans (in
        thousands, except per share amounts):
<TABLE>
<CAPTION>
                                                                       Shares       Option price
                                                                    under option     per share
<S>           <C>                                                      <C>         <C>
              Outstanding at October 1, 1994                           1,117        .67 to 2.09

                 Granted                                                 426       3.50 to 4.92
                 Exercised                                              (447)       .67 to 2.09
                 Canceled                                                (29)      1.59 to 4.00
                                                                       -----
              Outstanding at September 30, 1995                        1,067        .67 to 4.92

                 Granted                                                 238       5.25 to 14.33
                 Exercised                                              (295)      1.12 to 4.00
                 Canceled                                                (21)      1.58 to 11.08
                                                                       -----
              Outstanding at September 30, 1996                          989        .67 to 14.33
                                                                       =====
              At September 30, 1996:
                 Options exercisable                                     502        .67 to 5.333
                                                                       =====
                 Options available for grant                              45
                                                                       =====
</TABLE>

 (8)    Employee Benefit Plan

        The Company sponsors a qualified tax deferred savings plan in accordance
        with the  provisions  of section  401(k) of the Internal  Revenue  Code.
        Employees may defer up to 15% of their compensation,  subject to certain
        limitations. The Company matches 50% of the employee contributions up to
        4% of their compensation. The Company contributed $65,756 and $60,494 to
        the Plan in 1996 and 1995, respectively.

Notes to Consolidated Financial Statements, Continued

 (9)    Major Customers

        Sales to individual  customers amounting to more than 10% of total sales
        were as follows:

                   Year ended September 30:
                       1996            Customer A 10%
                       1995            Customer B 12%

 (10)   Concentrations of Credit Risk

        Financial   instruments   which   potentially   expose  the  Company  to
        concentrations  of credit  risk,  as  defined  by  Financial  Accounting
        Standards  Board's  Statement No. 105,  Disclosure of Information  about
        Financial   Instruments  with   Off-Balance-Sheet   Risk  and  Financial
        Instruments  with  Concentration  of Credit Risk,  consist  primarily of
        accounts receivable with the Company's various customers.

        Historically,  the Company's  customers have included cities,  counties,
        engineering  companies,   utility  companies,   and  federal  government
        agencies. Substantially more than 50% of revenues have historically been
        derived  from  state and local  government  contracts.  In  addition,  a
        significant portion of the Company's revenues are generated from utility
        clients, both commercial and municipal.

        The   Company's   accounts   receivable   are  due  from  a  variety  of
        organizations  throughout  the United States.  The Company  provides for
        uncollectible  amounts  upon  recognition  of revenue and when  specific
        credit  and   collection   issues  arise.   Management's   estimates  of
        uncollectible  amounts have been adequate in prior years, and management
        believes  that all  significant  credit and  collection  risks have been
        identified and adequately provided for at September 30, 1996.

<PAGE>
Item 8.        Changes in and Disagreements with Accountants on Accounting
               and Financial Disclosure

None.

Part III

Item 9.        Directors, Executive Officers, Promoters and Control Persons,
               Compliance with Section 16(a) of the Exchange Act

Information  required by this item is contained in the  registrant's  definitive
proxy  statement for its 1997 Annual Meeting of  Shareholders  to be filed on or
before  January  20,  1997  and  such  information  is  incorporated  herein  by
reference.

Item 10.       Executive Compensation

Information  required by this item is contained in the  registrant's  definitive
proxy  statement for its 1997 Annual Meeting of  Shareholders  to be filed on or
before  January  20,  1997  and  such  information  is  incorporated  herein  by
reference.

Item 11.       Security Ownership of Certain Beneficial Owners and Management

Information  required by this item is contained in the  registrant's  definitive
proxy  statement for its 1997 Annual Meeting of  Shareholders  to be filed on or
before  January  20,  1997  and  such  information  is  incorporated  herein  by
reference.

Item 12.       Certain Relationships and Related Transactions

Information  required by this item is contained in the  registrant's  definitive
proxy  statement for its 1997 Annual Meeting of  Shareholders  to be filed on or
before  January  20,  1997  and  such  information  is  incorporated  herein  by
reference.

Item 13.       Exhibits and Reports on Form 8-K

(a)  Index of Exhibits

         (3)      The Exhibits set forth in the following  Index of Exhibits are
                  filed as part of this report.

3.  Articles of Incorporation and By-Laws

         3.1      Articles of  incorporation  (as amended)  are incorporated by
                  reference  to  the  Exhibit  to  the  Company's  Registration
                  Statement on Form S-18, Registration No. 2-93108-D.

         3.2      By-laws  are  incorporated by reference to the Exhibits to the
                  Company's  Registration  Statement on Form  S-18, Registration
                  No. 2-93108-D.

4.  Instruments defining the rights of Security Holders including Indentures

Form  of Stock  Certificate (filed with Registration Statement No. 2-93108-D and
hereby incorporated by reference).

<PAGE>
10. Material Contracts

         10.1     Stock  Redemption and Repurchase  Agreement dated February 14,
                  1989  between John A.  Thorpe,  Chairman  and Chief  Technical
                  Officer, and the registrant,  incorporated herein by reference
                  to  registrant's  Annual  Report on Form 10-K for Fiscal  Year
                  ended September 30, 1989.

         10.2     Employment  Agreement  between  John A.  Thorpe,  Chairman and
                  Chief Technical  Officer,  and the registrant,  dated June 27,
                  1994   incorporated   herein  by  reference  to   registrant's
                  Quarterly Report on Form 10-QSB for June 30, 1994.

         10.3     Stock  Option  Agreement  dated  July  27,  1990  and  amended
                  November 19, 1990 between  Sidney V. Corder,  Chief  Executive
                  Officer and President, and the registrant  incorporated herein
                  by reference to  registrant's  Annual  Report on Form 10-K for
                  Fiscal Year ended September 30, 1990.

         10.4     Employment  agreement  dated  June 27,  1994  between  ASI and
                  Sidney V.  Corder,  Chief  Executive  Officer  and  President,
                  incorporated  herein by  reference to  registrant's  Quarterly
                  Report on Form 10-QSB for June 30, 1994.

         10.5     Stock  Option  Plan dated  December  17,  1987 and  amended on
                  August  31,  1992   incorporated   herein  by   reference   to
                  registrant's  Annual Report on Form 10-K for Fiscal Year ended
                  September 30, 1992.

         10.6     1990 Non-Qualified  Stock Option Plan dated September 21, 1990
                  and  amended and  restated  on  December  17, 1990 and further
                  amended on August 31, 1992 incorporated herein by reference to
                  registrant's  Annual Report on Form 10-K for Fiscal Year ended
                  September 30, 1992.

         10.7     1991  Non-Qualified  Stock Option Plan dated December 17, 1990
                  and  amended  on  August  31,  1992  incorporated   herein  by
                  reference  to  registrant's  Annual  Report  on Form  10-K for
                  Fiscal Year ended September 30, 1992.

         10.8     1993  Non-Qualified  Stock Option Plan dated December 11, 1992
                  incorporated   herein  by  reference  to  registrant's   Proxy
                  Statement dated January 11, 1993.

         10.9     Analytical  Surveys, Inc. 401-K Plan dated October 1, 1988 and
                  amended  and  restated  May 22, 1992  incorporated  herein  by
                  reference to registrant's  Annual  Report  on Form  l0-K  for
                  Fiscal Year ended September 30, 1992.

         10.10    Analytical  Surveys,  Inc.  Incentive  Bonus Plan incorporated
                  herein by reference to registrant's Annual Report on Form 10-K
                  for Fiscal Year ended September 30, 1992.

         10.11    Building  lease dated  August 1, 1994  incorporated  herein by
                  reference to registrant's Annual Report on Form 10-KSB for the
                  Fiscal Year ended September 39, 1994.

         10.12    Employment  agreement dated September 20, 1995 between ASI and
                  Scott  C.   Benger,   Senior  Vice   President,   Finance  and
                  Secretary/Treasurer   incorporated   herein  by  reference  to
                  registrant's  Annual Report on Form 10-KSB for the fiscal year
                  ended September 30, 1995.

         10.13    Employment  agreement dated September 20, 1995 between ASI and
                  Raymond  R.  Mann  ,  Senior  Vice  President,  Contracts  and
                  Business  Development  incorporated  herein  by  reference  to
                  registrant's  Annual Report on Form 10-KSB for the fiscal year
                  ended September 30, 1995.

         10.14    1995  Non-Qualified  Stock  Option Plan dated  August 22, 1995
                  incorporated herein by reference to registrant's Annual Report
                  on Form 10-KSB for the fiscal year ended September 30, 1995.

         10.15    Employment  agreement  dated December 22, 1995 between ASI and
                  William D.  Nantell,  Senior Vice  President  (included in the
                  exhibits section).

         23.      Consent of Experts:
                  Consent  of  KPMG  Peat Marwick LLP (included in the exhibits
                  section).
                  Consent  of  Daniel P. Edwards, P.C. (included in the exhibits
                  section).

         27.      Financial Data Schedule

Item 13.       Exhibits and Reports on Form 8-K

(b)  Reports on Form 8-K

     One report on Form 8-K was filed  during the fourth  quarter of fiscal year
     1996,  including items 2 and 7 regarding the  acquisition of  substantially
     all of the net assets of Westinghouse Landmark GIS, Inc.

<PAGE>

Signatures

In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of 1934
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized as of the 11th day of December, 1996.

                                   Analytical Surveys, Inc.
                                   By

                                   /s/ John A. Thorpe
                                   John A. Thorpe, Chairman of the Board

In  accordance  with the  Securities  Exchange  Act of 1934 this report has been
signed below by the following  persons on behalf of the  registrants  and in the
capacities indicated as of the 11th day of December, 1996.



             Signature                          Title


             /s/ John A. Thorpe
             John A. Thorpe                     Chairman and
                                                Chief Technical Officer

             /s/ Sidney V. Corder
             Sidney V. Corder                   Director, President and
                                                Chief Executive Officer

             /s/ Scott C. Benger
             Scott C. Benger                    Sr. Vice President Finance
                                                and Secretary/Treasurer
                                                (principal financial officer and
                                                principal accounting officer)

             /s/ Brian J. Yate
             Brian J. Yates                     Controller

             ____________________
             Richard P. MacLeod                 Director

             /s/ James T. Rothe
             James T. Rothe                     Director

             ____________________
             Robert H. Keeley                   Director

             /s/ Willem H. J. Andersen
             Willem H. J. Andersen              Director