----

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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 30, 2006**

**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**

**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*

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*Major      clients*

*International      Business Machines Corporation*

*Lexmark      International, Inc.*

*Revenue      by Industry*

|                            |   | Approximate                Percent ofFY                2006 Revenue |   |
|---------------------------------|--------|---------------------------------------------------------------------|--------|
|                            |   |                                                                |   |
| Services                        |   |                                                                | 36.5   | % |
| Electronics/Manufacturing       |   |                                                                | 25.1   | % |
| Transportation                  |   |                                                                | 7.7    | % |
| Oil                and Chemical |   |                                                                | 7.0    | % |
| Financial                       |   |                                                                | 6.7    | % |
| Health                Care      |   |                                                                | 5.2    | % |
| Government                      |   |                                                                | 4.5    | % |
| Merchandising                   |   |                                                                | 3.6    | % |
| Telecommunications              |   |                                                                | 2.7    | % |
| Other                           |   |                                                                | 1.0    | % |

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*rganization      and Marketing*

*Competition*

*Personnel*

*Available      Information*

*Other      Matters*

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*Item      1A. Risk Factors*

| **Item                1A.** | **Risk                Factors** |
|-----------------------------|---------------------------------|

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

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

*Our      success is directly dependent on our ability to hire and retain qualified      technical personnel.*

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*Our      ability to control costs while still being able to adequately respond to client      needs is critical to our continued success.*

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

*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                failure to be awarded a significant anticipated                project; |
|--------------------|--------------------------------------------------------------------------------------------|

| §   | the                termination by a client of a material contract or the timing of purchase                order expiration on existing                contracts; |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| §   | announcement                of new services by us or our                competitors; |
|--------------------|--------------------------------------------------------------------------------------|

| §   | announcement                of acquisitions or other significant transactions by us or our                competitors |
|--------------------|-----------------------------------------------------------------------------------------------------------------------|

| §   | changes                in or failure to meet our earnings estimates or the estimates of                securities analysts; |
|--------------------|-----------------------------------------------------------------------------------------------------------------------------|

| §   | sales                of common stock by our existing shareholders or the perception that                such                sales may occur; |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------|

| §   | sales                of larger than normal volume in a short period of                time; |
|--------------------|---------------------------------------------------------------------------------------------|

| §   | inclusion                or exclusion of our stock in market                indexes; |
|--------------------|--------------------------------------------------------------------------------------|

| §   | adverse                judgments or settlements obligating us to pay damage awards;                and |
|--------------------|--------------------------------------------------------------------------------------------------------|

| §   | changes                in management. |
|--------------------|---------------------------------------|

*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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**PART      II**

| **Items                in Form 10-K** |   | **Caption/Section                in Annual Report**                                                                       |   | **Page**                 |
|---------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------|--------|--------------------------|
|                                  |   |                                                                                                                      |   |                     |
| 5                                     |   | Market                for Registrant’s Common Equity and Related Stockholder                Matters                 |   | 41                       |
|                                  |   |                                                                                                                      |   |                     |
| 6                                     |   | Selected                Financial Data                                                                                    |   | 42                       |
|                                  |   |                                                                                                                      |   |                     |
| 7                                     |   | Management’s                Discussion and Analysis of Financial Condition and Results of                Operations |   | 9-21                     |
|                                  |   |                                                                                                                      |   |                     |
| 8                                     |   | Financial                Statements, and Supplementary Data                                                               |   | 22-37,                43 |

| **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.** |
|-----------------------------|---------------------------------------------|

| (a) | Evaluation                of Disclosure Controls and                Procedures |
|-----|--------------------------------------------------------------------------------|

| (b) | Management’s                Report on Internal Control Over Financial                Reporting |
|-----|------------------------------------------------------------------------------------------------------|

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

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| (c) | Changes                in Internal Controls. |
|-----|----------------------------------------------|

| **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                                    |   | Corporate                Governance                                                                     |
|                                  |   |                                                                                                    |
| 11                                    |   | Executive                Compensation                                                                   |
|                                  |   |                                                                                                    |
| 12                                    |   | Security                Ownership of Certain Beneficial Owners and Management                           |
|                                  |   |                                                                                                    |
| 13                                    |   | Certain                Relationships and Related Transactions, and Director                Independence |
|                                  |   |                                                                                                    |
| 14                                    |   | Independent                Audit Fees                                                                   |

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**PART      IV**

| **Item                15.** | **Exhibits                and Financial Statement                Schedules.** |
|-----------------------------|-------------------------------------------------------------------------------|

| (a).(1) | *Consolidated                Financial Statements* |
|---------|----------------------------------------------------|

| **Description**                                                                                                                                                   |   | **Page                in Annual Report** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------|
|                                                                                                                                                              |   |                                     |
| Consolidated                balance sheets at December 30, 2006 and December 31, 2005.                                                                            |   | 22                                       |
|                                                                                                                                                              |   |                                     |
| Consolidated                statements of operations for the years ended December 30, 2006, December                31, 2005, and January 1, 2005.                |   | 23                                       |
|                                                                                                                                                              |   |                                     |
| Consolidated                statements of cash flows for the years ended December 30, 2006, December                31, 2005, and January 1, 2005.                |   | 24                                       |
|                                                                                                                                                              |   |                                     |
| Consolidated                statements of shareholders’ equity for the years ended December 30, 2006,                December 31, 2005, and January 1, 2005 |   | 25                                       |
|                                                                                                                                                              |   |                                     |
| Notes                to Consolidated Financial Statements                                                                                                         |   | 26-37                                    |
|                                                                                                                                                              |   |                                     |
| Reports                of Independent Registered Public Accounting Firm                                                                                           |   | 38-39                                    |
|                                                                                                                                                              |   |                                     |
| Report                of Management                                                                                                                               |   | 40                                       |
|                                                                                                                                                              |   |                                     |
| Management’s                Report on Internal Control Over Financial Reporting                                                                             |   | 40                                       |

| (a).(2) | *Consolidated                Financial Statement Schedules* |
|---------|-------------------------------------------------------------|

| **Description**                                                        |   | **Page                Herein** |
|------------------------------------------------------------------------|--------|--------------------------------|
|                                                                   |   |                           |
| Report                of Independent Registered Public Accounting Firm |   | 17                             |
|                                                                   |   |                           |
| Schedule                II. Valuation and Qualifying Accounts          |   | 18                             |

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|  **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. 0-4090, 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. 0-4090, 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, N.A. 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         |   | 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-b         |   | 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-c         |   | 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).                                                                                                                                                                                                                  |

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|                              |   |                                                                                                                                                                                                                                                                                                                           |
|-----------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *^                 10-d      |   | 1999                Stock Option Plan (Exhibit A to Definitive Proxy Statement dated                September 13, 1999, Commission File No. 0-4090, incorporated by                reference).                                                                                                                            |
|                              |   |                                                                                                                                                                                                                                                                                                                           |
| ^                 10-e       |   | 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-f |   | 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-g       |   | 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-h       |   | 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-i |   | 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-j      |   | 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-k      |   | 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-l       |   | 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-m       |   | 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-n      |   | 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-o      |   | 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-p      |   | 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-q      |   | 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).                                |

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|                          |   |                                                                                                                                                                                                                                                                                                                                                                                                        |
|-------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *^                 10-r  |   | 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-s  |   | 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-t  |   | 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-u  |   | 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).                                                 |
|                          |   |                                                                                                                                                                                                                                                                                                                                                                                                        |
| *^                 10-v  |   | 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-w  |   | 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-x  |   | 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-y  |   | 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-z  |   | 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-aa |   | 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-bb |   | 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-cc |   | 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, incorporated by reference).                                                                                                                                                 |
|                          |   |                                                                                                                                                                                                                                                                                                                                                                                                        |
| ^                10-dd        |   | Eighth                Amendment to Credit Agreement between Analysts                International Corporation (“Borrower”) and General Electric Capital                Corporation (Lender and Agent) dated January 20, 2006 (contained                in Form                8-K, filed January 26, 2006 Commission File No. 0-4090, incorporated                by                reference). |

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|                          |   |                                                                                                                                                                                                                                                                                                                                                      |
|-------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ^ 10-ee                  |   | Amendment                to Lease Agreement by and between Analysts                International Corporation and Centennial Lakes III, LLC dated March                24,                2006 (Exhibit 10.1 to Form 8-K, filed March 28, 2006 Commission File                No. 0-4090, incorporated by reference).                                 |
|                          |   |                                                                                                                                                                                                                                                                                                                                                      |
| *^                10-ff       |   | Form                of First Amendment to Change in Control Agreement                (Exhibit 10.1 to Form 8-K, filed October 25, 2006 Commission File                No.                0-4090, incorporated by reference).                                                                                                                              |
|                          |   |                                                                                                                                                                                                                                                                                                                                                      |
| *^ 10-gg                 |   | Form                of Second Amendment to Change in Control Agreement                (Exhibit 10.2 to Form 8-K, filed October 25, 2006 Commission File No.                0-4090, incorporated by reference).                                                                                                                                       |
|                          |   |                                                                                                                                                                                                                                                                                                                                                      |
| ^ 10-hh                  |   | Waiver,                Consent and Ninth Amendment to Credit Agreement,                dated February 1, 2007 (Exhibit 10.2 to Form 8-K, filed February 7,                2007 Commission File No. 0-4090, incorporated by                reference).                                                                                                |
|                          |   |                                                                                                                                                                                                                                                                                                                                                      |
| ^                10-ii        |   | Trust                Agreement between the Company and Wachovia Bank, dated                February 15, 2007, under the Analysts International Corporation Special                Executive Retirement Plan (Exhibit 10.1 to Form 8-K, filed February                15, 2007 Commission File No. 0-4090, incorporated by                reference). |
|                          |   |                                                                                                                                                                                                                                                                                                                                                      |
| *+                 10-jj |   | Restated                Executive Retirement Plan dated as of December 27,                2006.                                                                                                                                                                                                                                                           |
|                          |   |                                                                                                                                                                                                                                                                                                                                                      |
| *+                 10-kk |   | Form                of incentive stock option agreement for long-term incentive grants                made                for 2007.                                                                                                                                                                                                                       |
|                          |   |                                                                                                                                                                                                                                                                                                                                                      |
| *+                10-ll       |   | Form                of restricted stock award agreement for long-term incentive awards                made                January for 2007.                                                                                                                                                                                                               |
|                          |   |                                                                                                                                                                                                                                                                                                                                                      |
| +                 13     |   | 2006                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.                                                                                                                                                                                                         |

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**REPORT      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

| /s/                Deloitte & Touche LLP |   |
|----------------------------------------------|--------|
| Minneapolis,                Minnesota        |   |
| March                15, 2007                |   |

----

**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 30, 2006 |   | $                                                                      | 2,106,000 |   | $ | 750,000 |   | $ | 1,433,000 |   | $ | 1,423,000 |   |
|                                                 |   |                                                                   |      |   |   |   |   |   |   |   |   |   |   |
| 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 |   |

----

**SIGNATURES**

|                                | ANALYSTS                INTERNATIONAL CORPORATION |
|-------------------------------------|---------------------------------------------------|
|                                |                                              |   |
| Date:                March 15, 2007 | By:                                               | /s/                Michael J. LaVelle |
|                                |                                              | Michael                J. LaVelle, Interim President and Chief Executive                Officer |

| **Signature**                         |   | **Title**                                                                                         |   | **Date**                      |
|---------------------------------------|--------|---------------------------------------------------------------------------------------------------|--------|-------------------------------|
|                                  |   |                                                                                              |   |                          |
| /s/                Michael J. LaVelle |   | Interim                President and Chief Executive Officer/Chairman of the                Board |   | March                15, 2007 |
| Michael                J. LaVelle     |   | (Principal                Executive Officer)                                                      |   |                          |
|                                  |   |                                                                                              |   |                          |
| /s/                David J. Steichen  |   | Chief                Financial Officer and Treasurer                                              |   | March                15, 2007 |
| David                J. Steichen      |   | (Principal                Finance and Accounting Officer)                                         |   |                          |
|                                  |   |                                                                                              |   |                          |
|                                  |   | Director                                                                                          |   |                          |
| Brigid                A. Bonner*      |   |                                                                                              |   |                          |
|                                  |   |                                                                                              |   |                          |
|                                  |   | Director                                                                                          |   |                          |
| Krzysztof                K. Burhardt* |   |                                                                                              |   |                          |
|                                  |   |                                                                                              |   |                          |
|                                  |   | Director                                                                                          |   |                          |
| Willard                W. Brittain*   |   |                                                                                              |   |                          |
|                                  |   |                                                                                              |   |                          |
|                                  |   | Director                                                                                          |   |                          |
| Michael                B. Esstman*    |   |                                                                                              |   |                          |
|                                  |   |                                                                                              |   |                          |
|                                  |   | Director                                                                                          |   |                          |
| Margaret                A. Loftus*    |   |                                                                                              |   |                          |
|                                  |   |                                                                                              |   |                          |
|                                  |   | Director                                                                                          |   |                          |
| Robb                L. Prince         |   |                                                                                              |   |                          |

|   | /s/                Michael J. LaVelle                                                           |
|--------|-------------------------------------------------------------------------------------------------|
|   | Michael                J. LaVelle, Interim President and Chief Executive                Officer |

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