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


                                   FORM 10-QSB


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


                         For the quarterly period ended
                                December 31, 1996


                                       or


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


                         Commission File Number 0-13111


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


  Colorado                                     84-0846389
  (State of incorporation)                     (IRS Employer Identification No.)


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

  (719) 593-0093
  (Issuer's telephone number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange Act of 1934 during the past (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
ninety (90) days.
                                                        Yes __X__        No_____


The number of shares of common  stock  outstanding  as of February  11, 1997 was
4,980,152.

<PAGE>

Part I Item 1.

                            ANALYTICAL SURVEYS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                            

                                                                                December 31,           September 30,
                                                                                    1996                   1996
                                                                                ------------           -------------
<S>                                                                          <C>    <C>             <C>    <C>  
ASSETS

CURRENT ASSETS
   Cash                                                                      $         766          $       1,022
   Accounts receivable, net of allowance
       for doubtful accounts of $60                                                  7,022                  5,781

   Revenue in excess of billings                                                     8,760                  9,329
   Prepaid expenses and other                                                          267                    215
   Deferred income taxes                                                                93                    105
                                                                                    ------                 ------
       Total current assets                                                         16,908                 16,452
                                                                                    ------                 ------

PROPERTY AND EQUIPMENT, at cost
   Equipment                                                                         7,651                  7,544
   Furniture and fixtures                                                              970                    957
   Leasehold improvements                                                              169                    162
                                                                                    ------                 ------
                                                                                     8,790                  8,663
Less Accumulated depreciation and amortization                                      (6,318)                (6,049)
                                                                                    ------                 ------
                                                                                     2,472                  2,614
Goodwill, net of accumulated amortization                                            2,830                  2,881
Long Term Deferred income taxes                                                          3                    --
Other Assets                                                                            38                     41
                                                                                    ------                 ------
   TOTAL ASSETS                                                                 $   22,251          $      21,988
                                                                                    ======                 ======
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                            ANALYTICAL SURVEYS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                December 31,           September 30,
                                                                                    1996                   1996
                                                                                ------------           -------------
<S>                                                                          <C>    <C>             <C>    <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

   Line-of-credit with bank                                                  $         200          $         500
   Current portion of long-term debt                                                 1,311                  1,247
   Billings in excess of revenue                                                     1,651                  1,091
   Accounts payable and accrued liabilities                                          1,889                  2,268
   Income taxes payable                                                                272                     20
   Accrued payroll and benefits                                                        977                  1,340
                                                                                    ------                 ------
   Total current liabilities                                                         6,300                  6,466

Deferred income taxes payable                                                          --                       4

Long-term debt, less current portion                                                 4,368                  4,528

Deferred compensation payable                                                           66                     64
                                                                                    ------                 ------

Total liabilities                                                                   10,734                 11,062
                                                                                    ------                 ------

STOCKHOLDERS' EQUITY
   Preferred stock-authorized 2,500,000 shares
       of no par value; no shares issued or outstanding
   Common stock-authorized 100,000 shares of no par value;  
       issued and outstanding 4,925 shares at December 31, 1996 and
       4,922 shares at September 30, 1996                                            5,832                  5,820
   Treasury stock of 35 shares at cost                                                (124)                  (125)
   Retained earnings                                                                 5,810                  5,231
                                                                                    ------                 ------

   Total stockholders' equity                                                       11,517                 10,926
                                                                                    ------                 ------

TOTAL LIABILITIES AND EQUITY                                                 $      22,251          $      21,988
                                                                                    ======                 ======
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                            ANALYTICAL SURVEYS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In Thousands Except Per Share Amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                            Three months Ended      Three months Ended
                                                                               December 31,            December 31,
                                                                                   1996                    1995
                                                                            ------------------      ------------------
<S>                                                                          <C>    <C>             <C>    <C>    


SALES OF SERVICES                                                            $       7,609          $       3,649
                                                                                    ------                 ------

COSTS AND EXPENSES
   Salaries, wages and benefits                                                      3,675                  1,447
   Subcontractor costs                                                               1,227                    935
   General and administrative                                                        1,303                    574
   Depreciation and amortization                                                       338                    217
                                                                                    ------                 ------

                                                                                     6,543                  3,173
                                                                                    ------                 ------

EARNINGS FROM OPERATIONS                                                             1,066                    476
                                                                                    ------                 ------


OTHER INCOME (EXPENSE)
   Interest (expense)                                                                 (133)                   (28)
   Gain on Sale of Assets                                                                5                    --
                                                                                    ------                 ------ 

                                                                                      (128)                   (28)
                                                                                    ------                 ------

EARNINGS BEFORE INCOME TAXES                                                           938                    448

INCOME TAX EXPENSE                                                                     360                    173
                                                                                    ------                 ------

NET EARNINGS                                                                    $      578              $     275
                                                                                    ======                 ======

EARNINGS PER SHARE                                                              $     0.11            $     0.06
                                                                                      ====                  ====

</TABLE>
See accompanying notes to financial statements.

<PAGE>

                            ANALYTICAL SURVEYS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                            Three months Ended      Three months Ended
                                                                               December 31,            December 31,
                                                                                   1996                    1995
                                                                            ------------------      ------------------
<S>                                                                          <C>    <C>             <C>    <C>    

CASH FLOWS PROVIDED (USED)
   BY OPERATING ACTIVITIES                                                   $         275          $      (1,288)
                                                                                    ------                 ------

CASH FLOWS FROM INVESTING ACTIVITIES
   Proceeds from sale of equipment                                                     147                    --
   Purchase of property and equipment                                                 (287)                  (125)
   Net assets acquired in business combinations                                        --                  (3,506)
                                                                                    ------                 ------

   Net cash used in investing activities                                              (140)                (3,631)
                                                                                    ------                 ------

CASH FLOWS FROM FINANCING ACTIVITIES
   Net borrowings (payments) under notes payable                                      (300)                   300
   Proceeds from issuance of long-term debt                                            214                  3,498
   Principal payments of long-term debt                                               (309)                  (105)
   Proceeds from issuance of common stock                                                4                    895
                                                                                    ------                 ------


   Net cash provided (used) by financing activities                                   (391)                 4,589
                                                                                    ------                 ------

Net increase (decrease) in cash                                                       (256)                  (330)

Cash at beginning of period                                                          1,022                    665
                                                                                    ------                 ------


Cash at end of period                                                           $      766          $         335
                                                                                    ======                 ======

Supplemental cash flow disclosures:
   Interest paid                                                                $      135          $          18
                                                                                    ======                 ======

   Income taxes paid                                                            $       96          $           4
                                                                                    ======                 ======

</TABLE>

See accompanying notes to financial statements.


                   Notes to Consolidated Financial Statements
                                   (Unaudited)


1.       Summary of Significant Accounting Policies

The accompanying interim consolidated financial statements have been prepared by
management in accordance with the accounting policies described in the Company's
annual report for the year ended September 30, 1996. The consolidated  financial
statements  include the  accounts of the Company  and ASI  Landmark,  Inc.,  its
wholly owned subsidiary.  All significant intercompany balances and transactions
have been eliminated in  consolidation.  The financial  statements have not been
audited by independent auditors.

The financial  statements  reflect all adjustments  which are, in the opinion of
management,  necessary to present  fairly the  financial  position of Analytical
Surveys,  Inc., at December 31, 1996 and its results of operations for the three
months ended December 31, 1996 and 1995, and its cash flows for the three months
ended December 31, 1996 and 1995. All such adjustments are of a normal recurring
nature.

The  computation  of earnings per common share is based on the weighted  average
number of shares  outstanding  plus  common  stock  equivalents  as follows  (in
thousands):

                  Three months ended December 31, 1996                 5,262
                  Three months ended December 31, 1995                 4,656


2.       Stock Options

The following table  summarizes  stock option  transactions  under the Company's
four non-qualified stock option plans (in thousands except per share amounts):

                                            Shares                 Average
                                            under                Option Price
                                            option                per share

Outstanding at September 30, 1996              989              $ 0.67 to 14.33
   Issued                                       --
   Exercised                                    (2)               1.58 to 2.08
   Canceled                                     (4)               1.58 to 11.08
                                               ---
Outstanding December 31, 1996                  983                0.67 to 14.33
                                               ===

At December 31, 1996:
   Options Exercisable                         564
                                               ===
   Available for Grant                         306
                                               ===

Part I Item 2.

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

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.

1997 Compared to 1996

Results of Operations

Three Months Ended December 31, 1996

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 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  in July 1996,  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 110%
over the  previous  year on a sales  increase of 108%.  Total costs and expenses
were  86% of  sales  in 1997  compared  to 87% in  1996,  with a  shift  between
salaries,  wages  and  benefits  increasing  to  48%  from  40% of  sales  while
subcontractor  costs  decreased  to  16%  of  sales  from  31%  last  year.  The
combination of salaries plus subcontractor  costs remained at 64% 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 370% over the previous year and increased from 0.8%
of sales to 1.7% of sales due to the increased  debt  undertaken to complete the
two acquisitions.

Earnings per share increased 83% over the same period of the previous year. This
increase  reflects the 110% increase in net earnings (all from  operations)  and
the 13% increase in the average  number of shares  outstanding  in 1997 over the
same period of 1996.

Cash flows presented on the Consolidated  Statements of Cash Flows for the three
months  ended  December  31,  1995  have  been  reclassified  from the  original
presentation  in 1995 to conform to the  presentation  in the September 30, 1996
annual report.  Cash flows used by operating  activities was $241,000 before the
reclassification and $1,288,000 after the reclassification. The reclassification
treats the purchase of net current assets in the acquisition as a use of cash by
operating activities.

Cash flows from operating activities increased to cash provided of $275,000 from
net cash used by operating  activities of  $1,288,000,  a change of  $1,563,000.
Most  (67% ) of the  change  in  operating  cash  flows is  attributable  to the
purchase of net current  assets in the previous  year. The balance of the change
is  attributable to normal  fluctuations  in the investment in contract  related
current  accounts,  principally  accounts  receivable,  revenues  in  excess  of
billings and billings in excess of revenues.  Net earnings plus depreciation and
amortization increased 86%.

Cash flows used in investing  activities  are comprised of the proceeds from the
sale of  surplus  equipment  and  expenditures  for  routine  capital  equipment
additions.

Cash flows  provided by financing  activities  are  comprised  of the  borrowing
(repayment)  of cash under the routine use of the line of credit,  financing  of
capital expenditures and scheduled debt reductions.

The  Company's  backlog  of signed  contracts  increased  to  approximately  $33
million,  up 43% from $23 million 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 December 31,
1996,  the  Company's  balance on the line of credit was  $200,000.  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 $222,000
available under its line of credit for equipment acquisitions through the end of
February 1997.  Management  expects to renew the Bank line of credit in 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 million to $10 million,  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.


Part II           Other Information

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

27.      Financial Data Schedule

(b)      Reports on Form 8-K

                  No  reports on Form 8-K were  filed  during  the three  months
ended December 31, 1996.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





                                                      Analytical Surveys, Inc.
                                                                  (Registrant)


                Date February 13, 1997                   /s/  Sidney V. Corder
                                                      ------------------------
                                                   Sidney V, Corder, President
                                                   and Chief Executive Officer



                Date February 13, 1997                    /s/  Scott C. Benger
                                                      ------------------------
                                          Scott C. Benger, Secretary/Treasurer
                                              (principal financial officer and
                                                  principal accounting officer)
                


                Date February 13, 1997                     /s/  Brian J. Yates
                                                      ------------------------
                                                    Brian J. Yates, Controller