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**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**WASHINGTON,      D.C. 20549**

**FORM      10-K**

**ANNUAL      REPORT PURSUANT TO SECTION 13 OR 15(d) **

**OF      THE SECURITIES EXCHANGE ACT OF 1934**

**For      the fiscal year ended December 31, 2005**

**Commission      file number 0-4090**

**ANALYSTS      INTERNATIONAL CORPORATION**

| **Minnesota**                                                    | **41-0905408**                                      |
|------------------------------------------------------------------|-----------------------------------------------------|
| (State                of Incorporation)                          | (I.R.S.                Employer Identification No.) |
|                                                             |                                                |
| **3601                West 76th Street, Minneapolis, Minnesota** | **55435**                                           |
| (Address                of Principal Executive Offices)          | (Zip                Code)                           |

**(952)      835-5900**

**NONE**

**Common      Stock, par value $.10 per share**

**Common      Share Purchase Rights**

**DOCUMENTS      INCORPORATED BY REFERENCE**

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**PART      I**

**Item      1.**
**Business.**

*Introduction*

*Development      of Business; Service Offerings*

| -   | IP                Communications which includes Wireless, IP Telecommunications, Call                Center                and Security Services |
|---------------|--------------------------------------------------------------------------------------------------------------------------------------------------|

| -   | Storage                Solutions which includes storage product support and VMware                services |
|---------------|------------------------------------------------------------------------------------------------------------|

| -   | Lawson                Services which includes integration, customization, and administration                of                Lawson applications |
|---------------|---------------------------------------------------------------------------------------------------------------------------------------------------|

| -   | IT                Outsourcing which includes Application Outsourcing, Help Desk, Hosting,                and Field Engineering services |
|---------------|-----------------------------------------------------------------------------------------------------------------------------------------|

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*Major      clients*

*International      Business Machines Corporation*

*Lexmark      International, Inc.*

*Revenue      by Industry*

|                            | Approximate                Percent ofFY                2005 Revenue |
|---------------------------------|---------------------------------------------------------------------|
|                            |                                                                |
| Services                        | 33.3%                                                               |
| Electronics/Manufacturing       | 23.9%                                                               |
| Financial                       | 10.1%                                                               |
| Oil                and Chemical | 8.5%                                                                |
| Transportation                  | 8.2%                                                                |
| Health                Care      | 4.4%                                                                |
| Government                      | 3.7%                                                                |
| Merchandising                   | 3.4%                                                                |
| Telecommunications              | 3.2%                                                                |
| Other                           | 1.3%                                                                |

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*rganization      and Marketing*

*Competition*

*Personnel*

*Available      Information*

*Other      Matters*

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**Item      1A. Risk Factors**

*Market      conditions and intense competition within the IT staffing industry may result      in      a loss of market share and could adversely affect our      business.*

*We      derive a majority of our revenue from our IT staffing services and any decrease      in demand for these services would adversely affect our revenues and operating      performance.*

account.      There can be no assurance as to when, or if, we will experience sustained      revenue growth. Our ability to respond to competitive conditions and trends      will      have a direct impact on our performance. 

*Our      success is directly dependent on our ability to attract and retain qualified      technical personnel. Increased competition for these individuals may adversely      affect our business.*

*Our      ability to control employment-related costs and successfully implement      cost-saving changes to our employee benefit plan will directly affect our      profitability.*

*Our      success is dependent on our ability to market our products and services to      our      existing client base, to attract and retain new customers, and to successfully      implement our customer service objectives.*

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      acceptance of our next generation staffing model by the marketplace, our success      in obtaining new clients and our ability to implement those objectives.

*Our      ability to compete in the IT staffing and solutions industry is partially      dependent on our ability to continue to grow our business through acquisitions      and manage the risks associated with our acquisition strategy.*

*Our      ability to control costs and adequately respond to client needs is critical      to      our continued success.*

*The      terms of our standard agreements with our customers allow the customers to      terminate or reduce the amount of our services they purchase from us on short      notice, and a limited number of customers comprise a significant portion of      our      revenues. The loss of one or more significant customers could negatively affect      our business.*

*Our      ability to manage our working capital is critical to our continued growth and      success.*

*Our      financing agreement subjects the Company to certain market risks that could      result in an increase in the Company's annual interest      expense.*

*Certain      risks of our business are uninsured and a claim or claims could adversely affect      our business.*

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*Our      quarterly operating results have varied, and are likely to continue to vary.      This may result in volatility in the market price of our common      stock.*

*The      introduction of competitive IT solutions embodying new technologies and the      emergence of new industry standards may render our existing IT solutions or      underlying technologies obsolete or unmarketable which could have an adverse      effect on our business.*

**Forward-Looking      Statements**

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**Item      1B. Unresolved Staff Comments**

**Item      2. **
**Properties.**

**Item      3.**
**Legal      Proceedings.**

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

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**EXECUTIVE      OFFICERS OF THE COMPANY**

| **Name**                            |   | **Age** |   | **Title**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|-------------------------------------|--------|---------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Michael                J. LaVelle   |   | 66      |   | Chairman                of the Board since 2004. Mr. LaVelle was the Company’s Chief Executive                Officer from 2004 until December 2005. He served as President and                Chief                Executive Officer from 2002 to 2004 and President and Chief Operating                Officer from 1999 to 2002. He was the Senior Vice President of Operations                from 1998 to 1999, Southern Region Vice President from 1996 to 1998                and                Dallas Branch Manager from 1989 to 1996. |
|                                |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Jeffrey                P. Baker     |   | 43      |   | President                and CEO since January 2006. Mr. Baker became President of the Company                in                2004. Prior to joining Analysts International in 2004 Mr. Baker was                a                partner for PricewaterhouseCoopers (PwC) Consulting where he served                in a                variety of leadership roles.                                                                                                                                                                                |
|                                |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| David                J. Steichen    |   | 41      |   | Mr.                Steichen has been the Company’s Chief Financial Officer and Treasurer                since 2003. He was the Corporate Controller and Treasurer from 1999                to                2003.                                                                                                                                                                                                                                                                                                                               |
|                                |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Colleen                M. Davenport |   | 42      |   | Ms.                Davenport has been the Company’s Secretary and General Counsel since 2000.                She was the Company’s Assistant Secretary and Associate General Counsel                from 1989 to 2000.                                                                                                                                                                                                                                                                                                                     |

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**PART      II**

| **Items                in Form 10-K** |   | **Caption/Section                in Annual Report**                                                       |   | **Page**                 |
|---------------------------------------|--------|-----------------------------------------------------------------------------------------------------------|--------|--------------------------|
|                                  |   |                                                                                                      |   |                     |
| 5                                     |   | Market                for Registrant’s Common Equity and Related Stockholder                Matters |   | 34                       |
|                                  |   |                                                                                                      |   |                     |
| 6                                     |   | Five                Year Financial Summary                                                                |   | 35                       |
|                                  |   |                                                                                                      |   |                     |
| 7                                     |   | Management’s                Discussion and Analysis                                                 |   | 5-17                     |
|                                  |   |                                                                                                      |   |                     |
| 8                                     |   | Financial                Statements, and Supplementary Data                                               |   | 18-30,                36 |

**Item      7a.**
**Quantitative      and Qualitative Disclosures About Market Risk.**

**Item      9.**
**Changes      in and Disagreements with Accountants on Accounting and Financial      Disclosure.**

**Item      9a.**
**Controls      and Procedures.**

*Internal      Control - Integrated Framework*
*Internal      Control - Integrated Framework*

**Item      9b.**
**Other      Information.**

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**PART      III**

| **Items                in Form 10-K** |   | **Caption                in Definitive Proxy Statement**        |
|---------------------------------------|--------|-----------------------------------------------------------------|
|                                  |   |                                                            |
| 10                                    |   | Election                of Directors                            |
|                                  |   |                                                            |
| 10                                    |   | Audit                Committee Financial Expert                 |
|                                  |   |                                                            |
| 10                                    |   | Code                of Ethics                                   |
|                                  |   |                                                            |
| 11                                    |   | Executive                Compensation                           |
|                                  |   |                                                            |
| 12                                    |   | Election                of Directors and Principal Shareholders |
|                                  |   |                                                            |
| 14                                    |   | Independent                Audit Fees                           |

**Item      13.**
**Certain      Relationships and Related Transactions.**

|   | a. | The                Company paid Piper Jaffray & Co. (“Piper Jaffray”) approximately                $73,000 for financial consulting and advisory services. Katie L.                Norman,                the daughter of board member Frederick W. Lang, received approximately                $30,000 of the above amount for services rendered in connection with                the                transaction; |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | b. | The                Company was not a party with any entity in which any of the Company’s                directors was an executive officer, held more than a 10% equity interest,                was a member of or of counsel to (in the case of a law firm) or was                a                partner or executive officer (in the case of an investment banking                firm),                in any transaction involving payments of more than five percent of                the                gross revenues of either the Company or such entity, nor is any such                transaction proposed; and |
|--------|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | c. | No                director, executive officer or (i) any member of the immediate family                of                any of the foregoing, (ii) any corporation or beneficial holder of                ten                percent or more of any class of equity securities, or (iii) any trust                or                other estate in which such person served as a trustee or in a similar                capacity was indebted to the Company in excess of                $60,000. |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | d. | Subparagraph                d. of this Item is not applicable. |
|--------|----|----------------------------------------------------------------|

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**PART      IV**

**Item      15.**
**Exhibits      and Consolidated Financial Statement Schedules.**

*Consolidated      Financial Statements*

| **Description**                                                                                                                                                |   | **Page                in Annual Report** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------|
|                                                                                                                                                           |   |                                     |
| Consolidated                balance sheets at December 31, 2005 and January 1, 2005.                                                                           |   | 18                                       |
|                                                                                                                                                           |   |                                     |
| Consolidated                statements of operations for the years ended December                31, 2005, January 1, 2005 and January 3, 2004.                |   |  19                                 |
|                                                                                                                                                           |   |                                     |
| Consolidated                statements of cash flows for the years endedDecember                31, 2005, January 1, 2005 and January 3, 2004.                 |   |  20                                 |
|                                                                                                                                                           |   |                                     |
| Consolidated                statements of shareholders’ equity for the years endedDecember                31, 2005, January 1, 2005 and January 3, 2004. |   |  21                                 |
|                                                                                                                                                           |   |                                     |
| Notes                to Consolidated Financial Statements                                                                                                      |   | 22-30                                    |
|                                                                                                                                                           |   |                                     |
| Reports                of Independent Registered Public Accounting Firm                                                                                        |   | 31-32                                    |
|                                                                                                                                                           |   |                                     |
| Report                of Management                                                                                                                            |   | 33                                       |
|                                                                                                                                                           |   |                                     |
| Management’s                Report on Internal Control Over Financial Reporting                                                                          |   | 33                                       |

*Consolidated      Financial Statement Schedules*

| **Description**                                                        |   | **Page                Herein** |
|------------------------------------------------------------------------|--------|--------------------------------|
|                                                                   |   |                           |
| Report                of Independent Registered Public Accounting Firm |   | 16                             |
|                                                                   |   |                           |
| Schedule                II. Valuation and Qualifying Accounts          |   | 17                             |

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*Exhibits.*

| **Exhibit                    No.** |   | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ^                    3-a           |   | Articles                    of Incorporation, as amended (Exhibit 3-a to Annual Report on                    Form 10-K                    for fiscal year 1988, Commission File No. 0-4090, incorporated                    by                    reference).                                                                                                                                                                                                                            |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ^                    3-b           |   | Restated                    Bylaws. (Exhibit 3-b to Annual Report on Form 10-K for fiscal                    year 2000,                    Commission File no. 0-4090, incorporated by reference).                                                                                                                                                                                                                                                                                       |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ^                    3-c           |   | Amendment                    to Articles of Incorporation to increase authorized shares to                    40 million                    (Exhibit A to Definitive Proxy Statement dated September 5, 1996,                    Commission File No. 0-4090, incorporated by reference).                                                                                                                                                                                                 |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ^                    3-d           |   | Amendment                    to Articles of Incorporation to increase authorized shares to                    60 million                    (Exhibit 3-d to Annual Report on Form 10-K for fiscal year 1998,                    Commission File No. 0-0409, incorporated by reference).                                                                                                                                                                                                  |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ^                    3-e           |   | Amendment                    to Articles of Incorporation to increase authorized shares to                    120 million                    (Exhibit A to Definitive Proxy Statement dated September 8, 1998,                    Commission File No. 0-0409, incorporated by reference).                                                                                                                                                                                                |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ^                    4-a           |   | Specimen                    Common Stock Certificate (Exhibit 4(a) to Annual Report on Form                    10-K for                    fiscal year 1989, Commission File No. 0-4090, incorporated by                    reference).                                                                                                                                                                                                                                                  |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ^                    4-b           |   | Rights                    Agreement dated as of June 16, 1989 between Analysts International                    Corporation and Norwest Bank Minnesota, N.A., as Rights Agent                    which                    includes the form of Rights Certificate and Summary of Rights                    (Exhibit A                    to the Registrant's Form 8-A dated June 16, 1989, Commission                    File No.                    0-4090, incorporated by reference). |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ^                    4-c           |   | First                    Amendment to Rights Agreement dated as of May 8,1990 between                    Analysts                    International Corporation and Norwest Bank Minnesota, N.A. as                    Rights Agent                    (Exhibit 4(c) to Annual Report on Form 10-K for fiscal year 1991,                    Commission File No. 0-4090, incorporated by reference).                                                                                       |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ^                    4-d           |   | Second                    Amendment to Rights Agreement dated as of April 30, 1996 between                    Analysts                    International Corporation and Norwest Bank Minnesota as Rights                    Agent                    (Exhibit 4(d) to Annual Report on Form 10-K for fiscal year 1996,                    Commission File No. 0-4090, incorporated by reference).                                                                                        |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ^                    4-e           |   | Restated                    Rights Agreement dated as of June 16, 1989 and restated as of                    April 16,                    1998 between Analysts International Corporation and Norwest Bank                    Minnesota, N.A. as Rights Agent (Exhibit 4-e to Annual Report                    on Form 10-K                    for fiscal year 1998, Commission File No. 0-4090, incorporated                    by                    reference).                       |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| *^                    10-a         |   | Senior                    Executive Retirement Plan (Exhibit 10-e to Annual Report on Form                    10-K for                    fiscal year 1984, Commission File No. 0-4090, incorporated by                    reference).                                                                                                                                                                                                                                                   |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| *^                    10-b         |   | Deferred                    Compensation Plan (Exhibit 10-g to Annual Report on Form 10-K                    for fiscal                    year 1984, Commission File No. 0-4090, incorporated by                    reference).                                                                                                                                                                                                                                                         |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| *^                    10-d         |   | 1994                    Stock Option Plan (Exhibit A to Definitive Proxy Statement dated                    September                    6, 1994 for registrant's 1994 Annual Meeting of Shareholders,                    Commission                    File No. 0-4090, incorporated by reference).                                                                                                                                                                                     |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| *^                    10-e         |   | 1996                    Stock Option Plan for Non-employee Directors (Exhibit B to Definitive                    Proxy Statement dated September 5, 1996, Commission File No.                    0-4090,                    incorporated by reference).                                                                                                                                                                                                                                  |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| *^                    10-f         |   | 1999                    Stock Option Plan (Exhibit A to Definitive Proxy Statement dated                    September 13, 1999, Commission File No. 0409, incorporated by                    reference).                                                                                                                                                                                                                                                                            |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| *^                    10-g         |   | Stock                    Purchase Agreement dated April 12, 2000 (Exhibit 2.1 to Form                    8-K, filed                    May 5, 2000, Commission File No. 0-4090, incorporated by                    reference).                                                                                                                                                                                                                                                           |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| *^                    10-h         |   | Trust                    Agreement dated October 20, 1992, with Norwest Bank Minneapolis,                    N.A.                    (Exhibit 3-b to Annual Report on Form 10-K for fiscal year 2000,                    Commission File no. 0-4090, incorporated by reference).                                                                                                                                                                                                         |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| *^                    10-i         |   | Form                    of letter agreement providing employment continuation following                    a change                    of control. (Exhibit 3-b to Annual Report on Form 10-K for fiscal                    year                    2000, Commission File no. 0-4090, incorporated by                    reference).                                                                                                                                                     |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| *^                    10-j         |   | Form                    of letter agreement providing incentive bonus protection following                    a                    change of control. (Exhibit 3-b to Annual Report on Form 10-K                    for fiscal                    year 2000, Commission File no. 0-4090, incorporated by                    reference).                                                                                                                                                  |

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|                    |   |                                                                                                                                                                                                                                                                                                                                     |
|-------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ^                  10-k |   | Credit                  Agreement dated April 11, 2002 between Analysts International Corporation                  and General Electric Capital Corporation. (Exhibit 2.1 to Current                  Report                  on Form 8-K dated April 26, 2002, Commission File No. 0-4090, incorporated                  by reference). |
|                    |   |                                                                                                                                                                                                                                                                                                                                     |
| ^                  10-l |   | First                  Amendment to Credit Agreement dated as of July 24, 2002. (Exhibit                  10-l to                  Annual Report on Form 10-K for fiscal year 2002, Commission File                  no.                  0-4090, incorporated by reference).                                                            |
|                    |   |                                                                                                                                                                                                                                                                                                                                     |
| ^                  10-m |   | Waiver                  and Second Amendment to Credit Agreement dated as of April 7, 2003.                  (Exhibit 10-m to Annual Report on Form 10-K for fiscal year 2003,                  Commission File no. 0-4090, incorporated by                  reference).                                                                 |

| ^                  10-n   |   | Third                  Amendment to Credit Agreement dated as of April 28, 2003. (Exhibit                  10-n to                  Annual Report on Form 10-K for fiscal year 2003, Commission File                  no.                  0-4090, incorporated by reference).                                                                                                                           |
|---------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| ^                  10-o   |   | Consent                  and Fourth Amendment to Credit Agreement dated as of December 31,                  2003.                  (Exhibit 10-o to Annual Report on Form 10-K for fiscal year 2003,                  Commission File no. 0-4090, incorporated by reference).                                                                                                                            |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| *^                  10-p  |   | 2004                  Equity Incentive Plan. (Exhibit 10-p to Quarterly Report on Form                  10-Q for                  period ended July 3, 2004, Commission File no. 0-4090, incorporated                  by                  reference).                                                                                                                                                   |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| *^                  10-q  |   | Employment                  contract with Jeffrey P. Baker. (Exhibit 10-q to Quarterly Report                  on Form                  10-Q for period ended July 3, 2004, Commission File no. 0-4090,                  incorporated by reference).                                                                                                                                                     |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| *                  10-r   |   | Fifth                  Amendment to Credit Agreement dated as of August 5, 2004. (Exhibit                  10-r to                  Quarterly Report on Form 10-Q for period ended October 2, 2004,                  Commission                  File no. 0-4090, incorporated by reference).                                                                                                            |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| ^                  10-s   |   | Consent                  and Sixth Amendment to Credit Agreement dated as of January 6,                  2005.                  (Exhibit 10-t to Annual Report on Form 10-K for fiscal year 2004,                  Commission File No. 0-4090 incorporated by reference.)                                                                                                                                |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| *^                  10-t  |   | Standard                  Nonqualified Stock Option Agreement for Board Members under 2004                  Equity                  Incentive Plan. (Exhibit 10-u to Annual Report on Form 10-K for                  fiscal                  year 2004, Commission File No. 0-4090 incorporated by                  reference.)                                                                          |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| *^                  10-u  |   | Standard                  Restricted Stock Agreement for Board Members under 2004 Equity                  Incentive                  Plan. (Exhibit 10-v to Annual Report on Form 10-K for fiscal year                  2004,                  Commission File No. 0-4090 incorporated by reference.)                                                                                                    |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| *^                  10-v  |   | Standard                  Nonqualified Stock Option Agreement for Certain Employees under                  2004                  Equity Incentive Plan. (Exhibit 10-w to Annual Report on Form 10-K                  for                  fiscal year 2004, Commission File No. 0-4090 incorporated by                  reference.)                                                                      |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| *^                  10-w  |   | Standard                  Restricted Stock Agreement for Certain Employees under 2004 Equity                  Incentive Plan. (Exhibit 10-x to Annual Report on Form 10-K for                  fiscal                  year 2004, Commission File No. 0-4090 incorporated by                  reference.)                                                                                                |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| *^                  10-x  |   | Standard                  Incentive Stock Option Agreement for Certain Employees under 2004                  Equity                  Incentive Plan. (Exhibit 10-y to Annual Report on Form 10-K for                  fiscal                  year 2004, Commission File No. 0-4090 incorporated by                  reference.)                                                                         |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| *^                  10-y  |   | Change                  in Control Agreement between Analysts International Corporation                  and                  Jeffrey P. Baker dated as of June 18, 2004, as amended March 15,                  2005.                  (Exhibit 10-z to Annual Report on Form 10-K for fiscal year 2004,                  Commission File No. 0-4090 incorporated by reference.)                         |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| *^                  10-z  |   | Change                  in Control Agreement between Analysts International Corporation                  and                  Michael J. LaVelle dated as of December 18, 2000, as amended March                  15,                  2005. (Exhibit 10-aa to Annual Report on Form 10-K for fiscal year                  2004,                  Commission File No. 0-4090 incorporated by reference.) |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| *^                  10-aa |   | Change                  in Control Agreement between Analysts International Corporation                  and John                  D. Bamberger dated as of December 18, 2000, as amended March 15,                  2005.                  (Exhibit 10-bb to Annual Report on Form 10-K for fiscal year 2004,                  Commission File No. 0-4090 incorporated by reference.)                   |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| *^                  10-bb |   | Change                  in Control Agreement between Analysts International Corporation                  and David                  J. Steichen dated as of December 18, 2000, as amended March 15,                  2005.                  (Exhibit 10-cc to Annual Report on Form 10-K for fiscal year 2004,                  Commission File No. 0-4090 incorporated by                  reference.)  |

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|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
|---------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *^                  10-cc |   | Change                  in Control Agreement between Analysts International Corporation                  and                  Colleen M. Davenport dated as of December 18, 2000, as amended                  March 15,                  2005. (Exhibit 10-dd to Annual Report on Form 10-K for fiscal year                  2004,                  Commission File No. 0-4090 incorporated by reference.) |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| *^                  10-dd |   | Change                  in Control Agreement between Analysts International Corporation                  and                  Paulette M. Quist dated as of December 18, 2000, as amended March                  15,                  2005. (Exhibit 10-ee to Annual Report on Form 10-K for fiscal year                  2004,                  Commission File No. 0-4090 incorporated by reference.)    |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| *^                  10-ee |   | Change                  in Control Agreement between Analysts International Corporation                  and Walter                  P. Michels dated as of March 15, 2005. (Exhibit 10-ff to Annual                  Report on                  Form 10-K for fiscal year 2004, Commission File No. 0-4090 incorporated                  by                  reference.)                                  |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| *^                  10-ff |   | Change                  in Control Agreement between Analysts International Corporation                  and David                  H. Jenkins dated as of March 15, 2005. (Exhibit 10-gg to Annual                  Report on                  Form 10-K for fiscal year 2004, Commission File No. 0-4090 incorporated                  by                  reference.)                                   |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| *^                  10-gg |   | Change                  in Control Agreement between Analysts International Corporation                  and Praba                  Manivasager dated as of March 15, 2005. (Exhibit 10-hh to Annual                  Report on                  Form 10-K for fiscal year 2004, Commission File No. 0-4090 incorporated                  by                  reference.)                                  |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| *^                  10-hh |   | Summary                  of 2005 Management Incentive Compensation Plan. (Exhibit 10-ii                  to Annual                  Report on Form 10-K for fiscal year 2004, Commission File No. 0-4090                  incorporated by reference.)                                                                                                                                                      |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| *^                  10-ii |   | Summary                  of Terms and Conditions of Michael J. LaVelle’s Retirement and Consulting                  Agreement. (Exhibit 10.2 to Current Report on Form 8-K filed December                  21,                  2005, Commission File no. 0-4090, incorporated by                  reference.)                                                                                       |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| *+                  10-jj |   | Summary                  of Terms and Conditions of Accelerated Stock Options effective                  December                  30, 2005 (contained in Form 8-K, filed January 5, 2006, Commission                  File                  no. 0-4090)                                                                                                                                                   |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| *+                  10-kk |   | Summary                  of Terms and Conditions of Special Executive Retirement Plan Amendment                  (contained in Form 8-K, filed January 5, 2006, Commission File                  no.                  0-4090)                                                                                                                                                                              |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| +                  13     |   | 2005                  Annual Report to Shareholders.                                                                                                                                                                                                                                                                                                                                                       |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| ^                  18     |   | Letter                  of Preferability from Deloitte & Touche LLP regarding change in date                  for annual goodwill assessment. (Exhibit 18 on Form 10-Q for period                  ended                  October 2, 2004, Commission File no. 0-4090, incorporated by                  reference.)                                                                                    |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| +                  21     |   | Subsidiaries                  of Registrant.                                                                                                                                                                                                                                                                                                                                                               |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| +                  23     |   | Consent                  of Independent Registered Public Accounting Firm.                                                                                                                                                                                                                                                                                                                                 |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| +                  24     |   | Powers                  of Attorney.                                                                                                                                                                                                                                                                                                                                                                       |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| +                  31.1   |   | Certification                  of CEO under section 302 of the Sarbanes-Oxley Act of                  2002.                                                                                                                                                                                                                                                                                                |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| +                  31.2   |   | Certification                  of CFO under section 302 of the Sarbanes-Oxley Act of                  2002.                                                                                                                                                                                                                                                                                                |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| ++                  32    |   | Certification                  of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant                  to                  section 906 of the Sarbanes-Oxley Act of                  2002.                                                                                                                                                                                                 |

|   |   |                                                                                                                                                                                                                                                 |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *      |   | Denotes                  a management contract or compensatory plan or arrangement required                  to be                  filed as an exhibit to this annual report pursuant to Item 15(b)                  of Form                  10-K. |
|   |   |                                                                                                                                                                                                                                                 |
| ^      |   | Denotes                  an exhibit previously filed with the Securities and Exchange Commission                  and incorporated herein by reference.                                                                                              |
|   |   |                                                                                                                                                                                                                                                 |
| +      |   | Filed                  herewith.                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                 |
| ++     |   | Furnished                  herewith.                                                                                                                                                                                                                 |

*Financial      Statements Required by Regulation S-X *

*    *

----

**REPORT      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

| /s/                Deloitte & Touche LLP |
|----------------------------------------------|
| Minneapolis,                Minnesota        |
| March                15, 2006                |

----

**Schedule      II**

**Analysts      International Corporation**

**Valuation      and Qualifying Accounts**

|                                                 |   | **Additions**                                     |      |
|------------------------------------------------------|--------|---------------------------------------------------|-----------|
|  **Description**                                |   | **Balance                at beginning of period** |      | **Charged                to costs and expenses** |   | **Write-offs,                net of recoveries** |   | **Balance                at end of period** |   |
|                                                 |   |                                              |      |   |   |   |   |   |   |
| Allowance                for doubtful accounts:      |   |                                              |      |   |   |   |   |   |   |
|                                                 |   |                                              |      |   |   |   |   |   |   |
| Twelve                months ended December 31, 2005 |   | $                                                 | 1,809,000 |   | $ | 1,615,000 |   | $ | 1,318,000 |   | $ | 2,106,000 |   |
|                                                 |   |                                              |      |   |   |   |   |   |   |   |   |   |   |
| Twelve                months ended January 1, 2005   |   | $                                                 | 1,508,000 |   | $ | 630,000 |   | $ | 329,000 |   | $ | 1,809,000 |   |
|                                                 |   |                                              |      |   |   |   |   |   |   |   |   |   |   |
| Twelve                months ended January 3, 2004   |   | $                                                 | 1,283,000 |   | $ | 1,200,000 |   | $ | 975,000 |   | $ | 1,508,000 |   |

----

**SIGNATURES**

|                                | ANALYSTS                INTERNATIONAL CORPORATION |
|-------------------------------------|---------------------------------------------------|
|                                |                                              |   |
| Date:                March 16, 2006 | By:                                               | /s/                Jeffrey P. Baker |
|                                |                                              | Jeffrey                P. Baker, Chief Executive Officer |

| **Signature**                         |   | **Title**                                                 |   | **Date**                      |
|---------------------------------------|--------|-----------------------------------------------------------|--------|-------------------------------|
|                                  |   |                                                      |   |                          |
| /s/                Jeffrey P. Baker   |   | Chief                Executive Officer                    |   | March                16, 2006 |
| Jeffrey                P. Baker       |   | (Principal                Executive Officer)              |   |                          |
|                                  |   |                                                      |   |                          |
| /s/                David J. Steichen  |   | Chief                Financial Officer and Treasurer      |   | March                16, 2006 |
| David                J. Steichen      |   | (Principal                Finance and Accounting Officer) |   |                          |
|                                  |   |                                                      |   |                          |
|                                  |   | Chairman                of the Board                      |   |                          |
| Michael                J. LaVelle*    |   |                                                      |   |                          |
|                                  |   | Chairman                Emeritus, and Director            |   |                          |
| Fred                W. Lang*          |   |                                                      |   |                          |
|                                  |   | Director                                                  |   |                          |
| Krzysztof                K. Burhardt* |   |                                                      |   |                          |
|                                  |   | Director                                                  |   |                          |
| Willard                W. Brittain*   |   |                                                      |   |                          |
|                                  |   | Director                                                  |   |                          |
| Michael                B. Esstman*    |   |                                                      |   |                          |
|                                  |   | Director                                                  |   |                          |
| Margaret                A. Loftus*    |   |                                                      |   |                          |
|                                  |   | Director                                                  |   |                          |
| Edward                M. Mahoney*     |   |                                                      |   |                          |
|                                  |   | Director                                                  |   |                          |
| Robb                L. Prince*        |   |                                                      |   |                          |

| /s/                Jeffrey P. Baker                      |
|----------------------------------------------------------|
| Jeffrey                P. Baker, Chief Executive Officer |

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