8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  December 8, 2004 (December 8, 2004)

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

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

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01  Regulation FD Disclosure

Analysts International Corporation, a Minnesota corporation, will be presenting information at an investor conference on December 8, 2004 and potentially at other conferences in the short-term future.  A copy of the presentation is attached hereto as Exhibit 99.1.  In addition, a copy of the presentation appears on the SEC Filings page of the Company’s web site at www.analysts.com.

The information in this Form 8-K (including Exhibit 99.1) is being furnished, not filed, pursuant to Regulation FD and 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 9.01  Financial Statements and Exhibits

(c) Exhibits.

99.1  Analysts International Corporation Presentation.

SIGNATURE

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

Date:	December 8, 2004	ANALYSTS INTERNATIONAL CORPORATION
		/s/ Colleen M. Davenport
		Colleen M. Davenport
		Secretary and General Counsel

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EXHIBIT INDEX

99.1 Analysts International Corporation Presentation

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EX-99.1

Exhibit 99.1

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[LOGO]

Private & Confidential

Safe Harbor Statement [LOGO]

Statements contained herein, which are not strictly historical information, are forward-looking statements. Words such as “believes,” “intends,” “possible,” “expects,” “estimates,” “anticipates,” or “plans” and similar expressions are intended to identify forward-looking statements. Any forward-looking statements in this presentation are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on the Company’s current expectations relating to future revenues, earnings, results of operations and future sales or growth.

The Company’s actual results may vary materially from those projected due to certain risks and uncertainties such as the general state of the economy, volume of business activity, continued need for our services by current and prospective clients, client cancellations, the Company’s ability to control and improve profit margins, including our ability to control operating costs and hourly rates for our services, the availability and utilization of qualified technical personnel and other similar factors. For more information concerning risks and uncertainties to the Company’s business refer to the discussion in the “Market Condition, Business Outlook and Risks to Our Business” section in the Company’s Annual Report for the year ending January 3, 2004, and the Company’s prior Annual Reports, 10-Ks, 10-Qs, other Securities and Exchange Commission filings and investor relations materials.

Analysts International ©

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Analysts International Profile [LOGO]

•   Diversified provider of IT Services and Solutions

•   Founded and publicly traded since 1966

•   Revenue of $332M in 2003

•   Profitable for first 3 quarters of 2004

•   Target clients are Fortune 1000 and mid-market

•   Over 3000 employees

•   Over 35 offices in U.S., Canada and U.K.

•   Recognized for excellence, integrity, and innovation-Our core values

Analysts International ©

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Business Areas as a Percentage of Total Revenue [LOGO]

Q1 – Q3 Revenue                $258.6 Million

[CHART]

Analysts International ©

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Our Business [LOGO]

	Staffing	Solutions
Service Description	•    Supplemental staffing, managed teams and vendor management services •    Ranked #10 among IT staffing firms •    Preferred vendor for over 100 clients	•   Technology integration and outsourcing •    Cisco Gold Partner •    Microsoft Gold Certified Enterprise Solutions •    Lawson Consulting and Service Partner
Client Profile	•    Diverse set of clients •    Quality performance	•    Mid-market •    Custom delivery (Adaptive delivery framework)
Economics	•    Price driven	•    Value driven

Analysts International ©

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The last few years have been challenging . . . But we’ve taken the necessary corrective actions [LOGO]

Our Objectives	Our Results
•Improve operating efficiency	•Decreased SG&A to 17.3% of revenue
•Return to profitability	•Three consecutive profitable quarters
•Next generation staffing model	•Pilot project in progress
•Focused alliance based solutions	•Significant relationships with Cisco, CDW, Microsoft and EMC

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IT Market Drivers [LOGO]

Client Behavior	Industry Dynamics	Labor Trends
•Fortune 1000 focused on cost
•Mid market focused on alignment of IT and business	•Predominant supplier model	•IT labor shortage by 2010
•Transforming fixed to variable costs	•Fragmented market	•Flexible workforce
Mid-Market Opportunity	Industry Consolidation	Flexible Delivery Model

Analysts International ©

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Analysts Positioning [LOGO]

Fortune 1000	Mid-Market
($1B and greater)	($100m to $1B)
•Staffing services •Flexible, cost efficient delivery (next generation staffing model)	•Technology integration services (application and infrastructure services) •Outsourcing services
•Expand long standing client relationships	•Focus on emerging technologies through alliances
	•Adaptive staffing delivery model

Analysts International ©

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Transforming Strengths to Market Advantage [LOGO]

The Opportunity	Analysts’ Strengths	Analysts’ Advantage
Flexible Delivery Model	•    Quality •    Innovation	•    Next Generation Staffing Model for high volume clients •    Adaptive Staffing Model for the mid-market
Mid-Market Opportunity	•    Strong InfrastructureServices •    Alliances with technology leaders	•    Well aligned with mid-market growth opportunities •    Focused set of solutions around high-demand emerging technologies
Consolidation	•    Strong Balance Sheet •    Customer Base •    Geographic Presence •    Resilience	•    Stability and positioned for growth

Analysts International ©

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Current Initiatives [LOGO]

Initiative	Status
Next generation staffing model	In Pilot
Vertical market development (Government, Healthcare, Financial Services)	Re-focusing resources and services
Strategic acquisitions	In Progress
Re-engineering of key business processes/ continuous improvement	Major tasks completed
Develop adaptive delivery model	Underway with special teams

Analysts International ©

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Financial Overview [LOGO]

	2004 Q1 – Q3		2003 Q1 – Q3
Revenue	$	258,639	$	248,687
Expenses	$	256,138	249,843
Operating Income (Loss)	$	2,456	$	(1,156	)
EBITA	$	2,444	$	(1,100	)
EPS	.10		(.04		)

Analysts International ©

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Balance Sheet Highlights as of Oct. 2, 2004 [LOGO]

Cash	$	3,541
Receivables	$	61,914
Total Assets	$	106,127
Current Liabilities	$	30,721
Debt	$	0
Equity	$	71,148

Analysts International ©

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Investment Perspective [LOGO]

•Strong balance sheet

•2004 profitable performance

•Adaptable business model

•Long term client relationships

•Positioned in growth markets

•Favorable valuation metrics

Analysts International ©

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Private & Confidential