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
                                    June 30, 1997

                                         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
               August  11, 1997 was 6,055,424.

               Transitional Small Business Disclosure Format:
                                                        Yes _____      No__X__

<PAGE>

      Part I    Item 1.

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



                                                June 30,     September 30,
                                                  1997           1996  

      ASSETS
      CURRENT ASSETS
      <S>                                     <C>            <C>
        Cash                                  $    2,402     $   1,022
        Accounts receivable, net of $60
         allowance for doubtful accounts           5,632         5,781
        Revenues in excess of billings            10,214         9,329
        Prepaid expenses and other                   417           215
        Prepaid income taxes                         129            --
        Deferred tax assets                           137          105
                                                 -------       -------
        Total current assets                      18,931        16,452
                                                 -------       -------
      PROPERTY AND EQUIPMENT, at cost

        Equipment                                  7,929         7,544
        Furniture and fixtures                     1,079           957
        Leasehold improvements                       191           162
                                                 -------       -------
                                                   9,199         8,663

        Less Accumulated depreciation and
         amortization                             (6,850)       (6,049)
                                                 -------       -------
                                                   2,349         2,614

      Goodwill, net of accumulated amortization    2,729         2,881

      Long term deferred tax assets                   15            --

      Other assets                                    40            41
                                                 -------       -------
      TOTAL ASSETS                            $   24,064     $  21,988
                                                 =======       =======

</TABLE>
           See accompanying notes to financial statements.

<PAGE>


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



                                                June 30,     September 30,
                                                  1997           1996  

      LIABILITIES AND STOCKHOLDERS' EQUITY

      CURRENT LIABILITIES
      <S>                                     <C>            <C>
        Line-of-credit with bank (Note 2)     $       --     $     500
        Current portion of long-term debt          1,327         1,247
        Billings in excess of revenue                667         1,091
        Accounts payable and accrued liabilities             2,733     2,268
        Income taxes payable                          --            20
        Accrued payroll and benefits               1,372         1,340
                                                 -------       -------
        Total current liabilities                  6,099         6,466

      Deferred income taxes payable                   --             4

      Long-term debt, less current portion         3,713         4,528

      Deferred compensation payable                   70            64
                                                 -------       -------
      Total liabilities                            9,882        11,062
                                                 -------       -------

      STOCKHOLDERS' EQUITY

        Preferred stock-authorized 2,500,000
        shares of no par value; none issued
        and outstanding                               --            --

        Common stock-authorized 100,000,000 shares
        of no par value; issued 5,128 shares at
        June 30, 1997 and 4,922 shares
        at September 30, 1996                      7,019         5,820
        Treasury stock of 35 shares, at cost        (125)         (125)
        Retained earnings                          7,288         5,231
                                                 -------       -------
      Total stockholders' equity                  14,182        10,926
                                                 -------       -------
      TOTAL LIABILITIES AND EQUITY            $   24,064     $  21,988
                                                 =======       =======
</TABLE>

           See accompanying notes to financial statements.
<PAGE>


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



                                      Nine months              Three Months
                                         Ended                    Ended
                                        June 30,                 June 30,
                                    1997       1996           1997      1996

      <S>                        <C>        <C>           <C>        <C>
      SALES OF SERVICES          $ 24,643   $15,296       $  8,484   $ 5,963
                                  -------   -------        -------   -------
      COSTS AND EXPENSES
        Salaries, wages 
          and benefits             11,524     7,077          3,983     2,747
        Subcontractor costs         4,419     2,652          1,391       971
        General and administrative  4,029     2,503          1,382       961
        Depreciation and 
          amortization                973       802            320       291
                                  -------   -------        -------   -------
                                   20,945    13,034          7,076     4,970
                                  -------   -------        -------   -------
      EARNINGS FROM OPERATIONS      3,698     2,262          1,408       993
                                  -------   -------        -------   -------
      OTHER INCOME (EXPENSE)
        Interest                     (382)     (217)          (123)      (91)
        Miscellaneous Income            8        15              7        12
                                  -------   -------        -------   -------
                                     (374)     (202)          (116)      (79)
                                  -------   -------        -------   -------
      EARNINGS BEFORE INCOME TAXES  3,324     2,060          1,292       914

      INCOME TAX EXPENSE            1,267       782            490       346
                                  -------   -------        -------   -------
      NET EARNINGS               $  2,057   $  1,278      $    802   $   568
                                  =======    =======       =======   =======

      EARNINGS PER SHARE         $   0.39   $  0.26       $   0.15   $  0.11
                                  =======   =======       =======    =======

</TABLE>
           See accompanying notes to financial statements.
<PAGE>


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



                                               Nine months    Nine months
                                                  Ended          Ended
                                                June 30,       June 30,
                                                  1997           1996  


      <S>                                     <C>            <C>
      CASH FLOWS PROVIDED (USED)
        BY OPERATING ACTIVITIES               $  2,680       $    23
                                               -------       -------

      CASH FLOWS FROM INVESTING ACTIVITIES
        Proceeds from sale of equipment            157            12
        Purchase of property and equipment        (709)         (484)
        Net assets acquired 
          in business combinations                  --        (3,548)
                                               -------       -------

        Net cash used in investing activities     (552)       (4,020)
                                               -------       -------

      CASH FLOWS FROM FINANCING ACTIVITIES
        Net borrowings (payments) under
         notes payable                            (500)          150
        Proceeds from issuance of
         long-term debt                            214         3,708
        Principal payments of long-term debt      (948)         (514)
        Proceeds from issuance of common stock     486           477
                                               -------       -------

        Net cash provided (used)
            by financing activities               (748)        3,821
                                               -------       -------
      Net increase (decrease) in cash            1,380          (176)

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

      Cash at end of period                   $  2,402       $   489
                                               =======       =======

      SUPPLEMENTAL CASH FLOW DISCLOSURES:

        Interest paid                         $    386       $   215
                                               =======       =======
        Income taxes paid                     $    738       $   376
                                               =======       =======
</TABLE>
           See accompanying notes to financial statements.
<PAGE>



                              ANALYTICAL SURVEYS, INC.
                           Quarterly Report on Form 10-QSB
                                    June 30, 1997
 
                     Notes to Consolidated Financial Statements
                                     (Unaudited)


          1.   Summary of Significant Accounting Policies

          The accompanying interim 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 June 30, 1997
          and its results of operations for the nine and three months ended
          June 30, 1997 and 1996, and its cash flows for the nine months
          ended June 30, 1997 and 1996. All such adjustments are of a
          normal recurring nature.

          The Statement of Cash Flows for the nine months ended June 30,
          1996 includes certain reclassifications to conform the
          presentation to that used in the 1996 annual report and the
          current period.

          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):

                    Nine months ended June 30, 1997         5,260
                    Nine months ended June 30, 1996         4,963

                    Three months ended June 30, 1997        5,409
                    Three months ended June 30, 1996        5,220


          2.   Notes Payable to Bank

          In February 1997, the Company renewed its line of credit loan
          agreement with its existing bank for one year at the same maximum
          loan amount of $1,850,000. The interest rate was reduced to 0.25
          percent above the bank's published prime lending rate and is
          variable with changes in that prime rate.

          See note 4 regarding events subsequent to June 30, 1997 affecting
          notes payable to bank.


<PAGE>

                              ANALYTICAL SURVEYS, INC.
                           Quarterly Report on Form 10-QSB
                                    June 30, 1997



          3.   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):
<TABLE>

                                           Shares under  Option Price
                                              option       per share
          <S>                                 <C>       <C>
          Outstanding at September 30, 1996     989     $  0.67 to  14.33
            Exercised                          (205)       1.03 to  11.08
            Canceled                            (11)       1.58 to  11.08
            Issued                              292       11.00 to  12.50
                                              -----
            Outstanding June 30, 1997         1,065        0.67 to  14.33
                                              =====

            Options Exercisable
             at June 30, 1997:                  527
                                              =====

            Available for Grant
             at June 30, 1997:                   10
                                              =====
</TABLE>

          4.   Business combination subsequent to June 30, 1997

          On July 2, 1997, the Company acquired MSE Corporation, an
          Indianapolis, Indiana based corporation providing data conversion
          services to the GIS industry and civil engineering and land
          surveying services for approximately $12,500,000 in cash
          (including transaction costs) and 925,000 shares of restricted
          common stock valued at $7,313,000 for total consideration of
          $18,813,000. The Company borrowed $12,500,000 from a bank under a
          note which is payable over a 5 year period and bears interest at
          a floating rate of 2% over the one month London Interbank Offered
          Rate ("LIBOR"). The Company has entered into an interest rate
          swap agreement with the bank that fixes the rate at 8.07% for the
          first year of the loan. This transaction occurred subsequent to
          the date of these financial statements, therefore these financial
          statements do not reflect any of  the acquired assets,
          liabilities or results of operations of MSE.

<PAGE>


                              ANALYTICAL SURVEYS, INC.
                           Quarterly Report on Form 10-QSB
                                    June 30, 1997


          Part I    Item 2.

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

          This discussion contains certain forward looking statements,
          primarily those which discuss the future goals of the Company.
          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 the 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, but are not limited to, the competitive and
          regulatory environments in the utilities market, local tax
          collections by municipalities and spending levels by local, state
          and federal governments.

          1997 Compared to 1996

          Results of Operations:

               Three Months Ended June 30, 1997

          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 utility 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.

          Sales for the three months ended June 30, 1997 were 42% greater
          than sales for the same period one year ago. The increase is due
          to increased production and the acquisition of the ASI Landmark
          subsidiary in July 1996. Costs and expenses for the three months
          ended June 30, 1997 also increased 42% over the same period of
          the previous year, again due increased production and the normal
          costs and expenses of ASI Landmark. The detail components of
          costs and expenses are in line with normal expectations as
          percentages of sales.

          Interest expense increased 35%  in the three months ended June
          30, 1997 over the same period of 1996 due to the greater term
          debt balances incurred as part of the ASI Landmark acquisition.

          Net income (all from continuing operations) for the three months
          ended June 30, 1997 was 42% higher than the same period of the
          previous year due to the increased sales described above.
          Earnings per share increased 36%, which was less than the
          increase in net income due to the effect of shares issued for
          stock option exercises and the effect of common stock equivalents
          on the average number of shares outstanding.

               Nine months Ended June 30, 1997

          Net income (all from continuing operations) for the nine months
          ended June 30, 1997 increased 61% over the same nine months of
          1996. Increased production plus the effects of the two
          acquisitions caused sales to increase 61% and earnings from
          operations to increase 64%. Salaries expense increased 63% due to
          the acquisitions and increased production. Subcontractor costs
          increased 67% due the greater use of aerial photography
          subcontractors in the second quarter. The 61% increase in general
          and administrative expenses was primarily the result of the
          acquisitions, increased selling and marketing activity and
          increased production. Interest expense was 76% more than the same
          period of the previous year due the term debt incurred as part of
          the acquisitions. Earnings per share increased 50%, which was
          less than the increase in net income due to the effect of shares
<PAGE>



                              ANALYTICAL SURVEYS, INC.
                           Quarterly Report on Form 10-QSB
                                    June 30, 1997


          issued for stock option exercises and the effect of common stock
          equivalents on the average number of shares outstanding.

          Cash flows presented on the Consolidated Statements of Cash Flows
          for the nine months ended June 30, 1996 have been reclassified
          from the original presentation in 1996 to conform to the
          presentation in the September 30, 1996 annual report.

          Cash flow provided by operations in the nine months ended June
          30, 1997 was $2,680,000 compared to $ 23,000 in the same nine
          months of the previous year. Cash flow from operations was
          improved by increased net earnings and by normal variations in
          investment in unbilled revenues and accounts receivable. The
          Company maintains an open line of credit to finance the normal
          variations in investment in unbilled revenue and accounts
          receivable.

          Cash flows from investing activities include the proceeds from
          the sale of surplus equipment and the expenditures for routine
          capital equipment additions.

          Cash flow from financing activities consists of the financing of
          equipment using capital leases, the scheduled repayment of debt
          and capitalized leases and proceeds from the exercise of stock
          options by employees.

          The Company's backlog of contracted work increased to $45,939,000
          at June 30, 1997 up 104% from 1996. The Company's expansion
          strategy has enabled it to sign significant contracts with
          utilities customers as well as municipal and commercial
          companies. Some of these projects are large multiple-year
          contracts which offer the Company the benefits 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.

          The Company's management believes that the domestic market for
          its data conversion services is growing at annual rates of 15% to
          20% per year. Over the next several years, the Company is seeking
          to more than double the market's annual growth rates by
          capitalizing on a variety of opportunities including increased
          participation in selected international markets. Additionally,
          the Company is seeking to develop new products and services which
          could expand its sales by offering even more solutions to
          customer needs than it does today. A third strategy for growth
          includes acquisitions where opportunities can be found that meet
          the Company's criteria for quality, technology, personnel and
          growth opportunity and that can be acquired in a manner that will
          contribute to the long term success of the Company. There is no
          assurance that the Company will be successful in any or all of
          these strategies and there are business risks inherent in seeking
          growth at these rates. Among the risks faced in successfully
          implementing these strategies are the continuing possibility of
          new competitors in the industry, possible attempts by others to
          consolidate the industry by the acquisition and combination of
          existing competitors, and the ability of the Company's management
          team to manage all of the elements of a rapidly growing business.
          There can be substantial variation in the short term rate of
          growth even if the Company is successful in achieving its longer
          term growth goals.

          As discussed in note 4 to the financial statements, the Company
          acquired MSE Corporation ("MSE") on July 2, 1997. MSE is also
          engaged in the data conversion business (approximately 80% of
          their revenues) and civil engineering and land surveying
          (approximately 20% of revenues). MSE had sales of $22 million in
          the year ended December 31, 1996, has approximately 335 employees
          and performs the majority of its GIS services work for utilities
          customers. The Company borrowed $12,500,000 from a bank to pay
          the cash portion of the purchase consideration and the
          transaction costs under a five year term note. The note payable
          to the bank bears interest at a floating rate of 2% over the one
          month London Interbank Offered Rate ("LIBOR"). The Company has
          entered into an interest rate swap agreement with the bank that
          fixes the rate at 8.07% for the first year of the loan.
<PAGE>



                              ANALYTICAL SURVEYS, INC.
                           Quarterly Report on Form 10-QSB
                                    June 30, 1997




          Liquidity and Capital Resources:

          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. There
          was no balance owed under the line of credit at June 30, 1997 and
          the line of credit agreement was renewed for an additional year
          with the existing bank. Routine capital expenditures will usually
          be financed with term debt and/or capital leases. The cash
          portion of the July 2, 1997 acquisition of MSE Corporation  was
          financed with new term debt of $12,500,000.

          The Company has not committed to significant capital expenditures
          at June 30, 1997.

          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 variety 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 2. Legal Proceedings

          The Company is not a party to any material pending legal
          proceeding nor is its property the subject of a pending legal
          proceeding. The Company is involved in routine litigation from
          time to time, which is incidental to the business and the outcome
          of which is not expected to have a material effect on the
          Company.


          Item 6. Exhibits and Reports on Form 8-K

          (a)  Exhibits

               27.  Financial Data Schedule

          (b)  Reports on Form 8-K
               There were no reports on Form 8-K filed during the three
          months ended June 30, 1997, however one report on Form 8-K was
          filed subsequent to the end of the period reporting the
          acquisition of MSE Corporation.

<PAGE>


                              ANALYTICAL SURVEYS, INC.
                           Quarterly Report on Form 10-QSB
                                    June 30, 1997




          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:  August 12, 1997              /s/  Sidney V. Corder
                                                 Sidney V, Corder, Chairman
                                                and Chief Executive Officer


                  Date:  August 12, 1997               /s/  Scott C. Benger
                                        Scott C. Benger, Secretary/Treasurer
                                           (principal financial officer and
                                              principal accounting officer)


                  Date:  August 12, 1997                /s/  Brian J. Yates
                                                 Brian J. Yates, Controller