8-K 5-4-06

Item 2.02 Results of Operations and Financial Condition

On May 4, 2006, Analysts International Corporation, a Minnesota corporation (the “Company”), reported earnings for its first quarter ended on April 1, 2006. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report.

The information in this Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure

On May 4, 2006, the Company is holding a conference call in which management will deliver prepared remarks concerning the Company’s financial results for the first quarter ended on April 1, 2006. The full text of the prepared remarks to be delivered during the conference call is furnished as Exhibit 99.2 to this Current Report. Instructions for listening to the conference call or its replay are set forth in the Company’s press release issued on May 4, 2006 and furnished as Exhibit 99.1 to this Current Report.

Cautionary Statement for the Purpose of Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995

The Transcript of the prepared remarks for the Company’s May 4, 2006 earnings conference call contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “plan,” “potential,” “continue” or similar expressions. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Such forward-looking statements are based upon current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Statements made in the prepared remarks for the conference call by the Company, its President and CEO, Jeffrey Baker and its CFO, David Steichen, regarding: (i) future growth in revenue or profit by the Company as a whole or separately in the Company’s IT staffing or solutions practices groups (including but not limited to IP Communications and Vendor Management); (ii) cost reduction through implementation of business process improvement; (iii) the Company’s ability to achieve growth in its East or West Coast operations; (iv) growth of the Company’s business in any particular client after the client’s merger or acquisition; (v) revenue growth and cost containment in newly acquired client accounts; (vi) sufficiency of working capital from the Company’s line of credit; (vii) attainment of specific revenue or profit numbers for the Company’s second fiscal quarter; and (viii) participation in industry consolidation are forward looking statements. These statements are not guarantees of future performance, involve certain risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. Therefore, actual outcomes and results may differ materially from what is expressed herein. In any forward-looking statement in which the Company, Mr. Baker or Mr. Steichen expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement or expectation or belief will result or be achieved or accomplished. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: (i) the risk that the Company does not win certain business opportunities in its solutions practices pipeline or is unable to grow newly acquired or existing IT staffing or solutions practice client accounts or that investment in new client accounts does not provide the expected return as quickly as expected or at all; (ii) the risk that the Company is unable to improve profit in its solutions practice or is unable to design or implement cost reductions through business process improvement; (iii) the risk that the Company will not be unsuccessful in expanding its East or West Coast operations; (iv) the risk that the Company loses all or a significant portion of a significant client contract; (v) the risk that the Company will not be able to participate in industry consolidation; and (vi) other economic, business, competitive and/or regulatory factors affecting the Company’s business generally, including those set forth in the Company’s filings with the SEC, including its Annual Report on Form 10-K for its most recent fiscal year, especially in the Management’s Discussion and Analysis section, its most recent Quarterly Report on Form 10-Q and its Current Reports on Form 8-K. All forward-looking statements included in the conference call are based on information available to the Company on the date of the earnings conference call. The Company undertakes no obligation (and expressly disclaims any such obligation) to update forward-looking statements made in the conference call to reflect events or circumstances after the date of the conference call or to update reasons why actual results would differ from those anticipated in such forward-looking statements.

Analysts International Corporation
(Exact name of registrant as specified in its charter)


Minnesota	0-4090		41-0905408
(State or other jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification Number)


3601 West 76^th Street, Minneapolis, Minnesota		55435-3000
(Address for principal executive offices)		(Zip Code)


Registrant’s telephone number, including area code: (952) 835-5900

Exhibit Number	Description

99.1	Press release entitled “Analysts International Reports Results for First Quarter 2006” issued by Analysts International Corporation on May 4, 2006.

99.2	Transcript of prepared remarks for Analysts International Corporation's earnings conference call held on May 4, 2006.

Date:	May 4, 2006	ANALYSTS INTERNATIONAL CORPORATION


		/s/ Colleen M. Davenport
		Colleen M. Davenport
		Secretary and General Counsel

Exhibit Number	Description

99.1	Press release entitled “Analysts International Reports Results for First Quarter 2006” issued by Analysts International on May 4, 2006.

99.2	Transcript of prepared remarks for Analysts International's earnings conference call held on May 4, 2006.