SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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¨        Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

Analytical Surveys, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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ANALYTICAL SURVEYS, INC.

11900 Crownpoint Drive

San Antonio, Texas 78233

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held September 23, 2004

To the Shareholders of Analytical Surveys, Inc.:

Notice is hereby given that the Annual Meeting of Shareholders (the “Annual Meeting”) of Analytical Surveys, Inc. (the “Company”) will be held at 11900 Crownpoint Drive, San Antonio, Texas, at 10:00 a.m., CDT, on Thursday, September 23, 2004, for the following purposes:

1. To elect four directors to the Board of Directors.

2. To ratify the appointment of Pannell Kerr Forster of Texas, P.C., as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2004.

3. To transact such other business as may properly come before the Annual Meeting, or any adjournment or adjournments thereof.

Shareholders of record at the close of business on July 26, 2004, will be entitled to notice of and to vote at the Annual Meeting, or any adjournment or adjournments thereof. You are cordially invited to attend the Annual Meeting in person. Even if you plan to attend the Annual Meeting, however, you are requested to submit your vote by phone, by Internet or by completing, signing, dating and promptly mailing the enclosed proxy for which a return envelope is provided.

Attendance or representation of at least a majority of all outstanding shares of common stock of the Company is required to constitute a quorum. Accordingly, it is important that your stock be represented at the meeting.

A proxy statement explaining the matters to be acted upon at the meeting is enclosed. Also enclosed is a copy of the annual report of the Company on Amendment No. 2 to Form 10-K/A for the fiscal year ended September 30, 2003.

By Order of the Board of Directors

Lori Jones, Secretary

San Antonio, Texas

August 23, 2004

WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE ANNUAL MEETING, YOU ARE URGED TO VOTE YOUR SHARES AT YOUR EARLIEST CONVENIENCE. IF YOU ATTEND THE ANNUAL MEETING, YOU CAN VOTE EITHER IN PERSON OR BY YOUR PROXY.

ANALYTICAL SURVEYS, INC.

11900 Crownpoint Drive

San Antonio, Texas 78233

PROXY STATEMENT

2004 Annual Meeting of Shareholders

This Proxy Statement and accompanying proxy card are furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Analytical Surveys, Inc., a Colorado corporation (“ASI” or the “Company”), for use at the annual meeting of shareholders to be held on Thursday, September 23, 2004, at 11900 Crownpoint Drive, Suite 100, San Antonio, Texas, at 10:00 a.m., CDT, or at any adjournment or adjournments thereof (such meeting or adjournment(s) thereof referred to as the “Annual Meeting”) for the purpose of considering and voting upon the matters set forth in the accompanying Notice of Annual Meeting of Shareholders. Copies of the Proxy Statement and the accompanying proxy card are being mailed to shareholders on or about August 23, 2004.

The Board of Directors has fixed the close of business on July 26, 2004, as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. At that date there were outstanding 1,089,173 shares of common stock, no par value per share (“Common Stock”), of the Company and the holders thereof will be entitled to one vote for each share of Common Stock held of record by them on that date for each proposal to be presented at the Annual Meeting. A majority of the outstanding shares will constitute a quorum at the Annual Meeting. Information regarding the vote required for approval of particular matters is set forth in the discussion of those matters appearing elsewhere in this Proxy Statement. Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum for the transaction of business.

All shares represented by properly executed or submitted proxies, unless such proxies previously have been revoked, will be voted at the Annual Meeting in accordance with the direction on the proxies. If no direction is indicated, the shares will be voted FOR the election as directors of the nominees listed therein and FOR the ratification of Pannell Kerr Forster of Texas, P.C. as the Company’s independent registered public accounting firm and in the discretion of the persons named in the proxy in connection with any other business that may properly come before the Annual Meeting. A proxy received by the Board of Directors of the Company may be revoked by the shareholder giving the proxy at any time before it is exercised. A shareholder who signs and mails the enclosed proxy, even though executed and returned, make revoke the proxy at any time prior to the voting of the proxy by (i) notification in writing to the Company at 11900 Crownpoint Drive, Suite 100, San Antonio, Texas 78233, Attention: Corporate Secretary, (ii) execution of a proxy bearing a later date, or (iii) attendance at the Annual Meeting and voting by ballot. To revoke a proxy previously submitted by telephone or the Internet, a shareholder of record can simply vote again at a later date using the same procedures, in which case the later submitted vote will be recorded and the earlier vote will thereby be revoked.

PROPOSAL NO. 1—ELECTION OF DIRECTORS

General

Four directors are to be elected at the Annual Meeting. Each nominee is currently a director of the Company. The directors will be elected to hold office until the next Annual Meeting of Shareholders or until their successors are elected and qualified. If, for any reason, at the time of the election one or more of the nominees should be unable to serve, the proxy will be voted for a substitute nominee or nominees selected by the Board of Directors.

Vote Required for Election

In accordance with the Company’s By-Laws, the directors will be elected by a plurality of votes cast at the Annual Meeting. Abstentions and broker non-votes will not be taken into account in determining the outcome of the election. The persons named as proxy holders in the accompanying proxy intend to vote each properly signed and submitted proxy FOR the election as a director of each of the persons named as a nominee below under “Nominees for Director” unless authority to vote in the election of directors is withheld on such proxy.

The Board of Directors unanimously recommends a vote FOR the election of the nominees listed below under “Nominees for Director.”

Nominees for Director

The following table sets forth the name, age and principal position of each nominee for director to hold office:

NAME	AGE	POSITION
J. Livingston Kosberg	67	Director and Chairman of the Board
Wayne B. Fuquay	59	Director, President and Chief Executive Officer
Christopher S. Dean	39	Director
Christopher D. Illick	65	Director

J. Livingston Kosberg, 67, has served as a director and Chairman of the Board of the Company since May 1, 2002. Mr. Kosberg has a wide range of business experience in addition to more than forty years of business management experience. In 1990, Mr. Kosberg founded U.S. Physical Therapy, a publicly traded company where he served as president, CEO and chairman of the board until his retirement in May 2001. Currently, he provides consulting services for U. S. Physical Therapy. Mr. Kosberg has founded and successfully grown three other enterprises during his career. Mr. Kosberg is a designee of Tonga Partners, L.P., the majority shareholder of the Company.

Wayne B. Fuquay, 59, has been a director, President and Chief Executive Officer of the Company since March 23, 2004. From May 1994 to March 2004, Mr. Fuquay was a managing principal of Wayne Fuquay and Associates, a consulting firm specializing in crisis and turnaround management for manufacturing and service industry firms. He has over 25 years of experience in various senior management positions, including president and chief executive officer of a $35 million structural steel fabricating company with three divisions, vice president and general manager of a $65 million wire manufacturing company with four divisions, and president of a $12 million barge cleaning and repair company with major environmental contamination in the petrochemical service industry.

Christopher S. Dean, 39, has served as a director of the Company since August 13, 2002. Since March 2003, Mr. Dean has been the senior vice president of marketing and business development at FaceTime Communications, a leading vendor of security, management, and control solutions for instant messaging in business enterprises. Prior to FaceTime, Mr. Dean was the managing partner at Dean Consulting, a consulting practice focused on marketing, business development and private equity financing in the technology, consumer products and

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travel industries. From January to July 2001, Mr. Dean served as senior vice president of business development for Epoch Partners, a boutique technology-focused investment bank in San Francisco, California. From October 1998 to January 2001, he held executive positions with SmartAge.com (later B2SB Technologies), a small business-focused business-to-business internet portal. From May 1997 to October 1998, Mr. Dean was a principal in Dean Consulting/Helicon Consulting, an internet and software-focused consulting firm. Prior to May 1997, Mr. Dean held multiple executive roles in technology startups, management consulting firms and venture capital firms. Mr. Dean is a designee of Tonga Partners, L.P.

Christopher D. (Kit) Illick, 65, has served as a director of the Company since May 1, 2002. Mr. Illick has been president of iQ Venture Partners, an investment bank specializing in advising and financing emerging growth businesses since July 2001. He is also a general partner of Illick Brothers, a real estate management business and serves on the board of directors of Shells Seafood Restaurants. From 1999 to 2001, Mr. Illick was a managing director at Brean Murray & Co., an investment banking firm. From 1996 to 1999, he was a limited partner of Oakes, Fitzwilliams & Co., a London-based investment bank specializing in emerging growth companies. In 1968, he was founding president of the U.S. office of Robert Fleming and Associates, a United Kingdom investment bank. Mr. Illick has more than 30 years of investment banking experience. Mr. Illick is a designee of Tonga Partners, L.P.

Board of Directors Meetings and Committees

During the year ended September 30, 2003, the Board of Directors met seven times. All of the directors attended at least 75 percent of the meetings of the Board of Directors and Committee meetings of which they were a member during the time they served as directors. The Company does not have a formal policy regarding director attendance at annual meetings of shareholders; however, it is expected, absent good reason, that all directors will be in attendance. All of the Company’s directors attended the Annual Meeting of Shareholders held in 2003.

Compensation Committee

Mr. Dean is Chairman and Messrs. Illick and Kosberg are members of the Compensation Committee. The Compensation Committee met two times during fiscal 2003. The Compensation Committee reviews and recommends to the Board salary and incentive compensation, including bonus, stock options and restricted stock for the Chief Executive Officer; reviews and approves the salaries and incentive compensation for all corporate officers; and advises the Board of Directors with respect to the incentive compensation to be allocated to employees. The Compensation Committee does not include any employees or former or current officers of the Company. The Board of Directors has determined that all of the members of the Compensation Committee currently are independent, as independence is defined in Rule 4200(a)(15) of the National Association of Securities Dealers’ (“NASD”) listing standards.

Audit Committee

Effective January 28, 2004, Mr. Dean was appointed to the Audit Committee upon Mr. Josh Huffard’s resignation from the Board of Directors. Mr. Dean serves on the Audit Committee with Mr. Illick, Chairman of the Audit Committee, and Mr. Kosberg. The primary purposes of the Audit Committee, which met two times in fiscal 2003, are to recommend the appointment of the Company’s independent accountants; review the scope and results of the audit plans of the independent accountants; oversee the scope and adequacy of the Company’s internal accounting control and record-keeping systems; review non-audit services to be performed by the independent accountants; and determine the appropriateness of fees for audit and non-audit services performed by the independent accountants. The Board of Directors has determined that Mr. Christopher Illick is an audit committee financial expert as described in Item 401(h) of Regulation S-K. In addition, the Board of Directors has determined that each member of the Audit Committee is financially literate and independent, as independence for audit committee members is defined in Rule 4200(a)(15) of the NASD’s listing standards. The Audit Committee is established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended.

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Director Nomination Policy

The Company does not currently have a standing Nominating Committee or a formal Nominating Committee Charter. Currently, a majority of the independent members of the Board (as determined by the Board as required by the NASD listing standards), rather than a nominating committee, approves or recommends to the full Board those persons to be nominated. The Board believes that the current method of nominating directors is appropriate because it complies with NASD listing standards.

The Board has, by resolution, adopted a director nomination policy. The purpose of the policy is to describe the process by which candidates for inclusion in the Company’s recommended slate of director nominees are selected. The director nomination policy is administered by the Board.

Candidates for Board membership must possess the background, skills and expertise to make significant contributions to the Board, to the Company and its shareholders. Desired qualities to be considered include substantial experience in business or administrative activities; breadth of knowledge about issues affecting the Company; and ability and willingness to contribute special competencies to Board activities. The independent members of the Board also consider whether members and potential members are independent under the NASD listing standards. In addition, candidates should posses the following attributes: personal integrity; absence of conflicts of interest that might impede the proper performance of the responsibilities of a director; ability to apply sound and independent business judgment; sufficient time to devote to Board and Company matters; ability to fairly and equally represent all shareholders; reputation and achievement in other areas; independence under rules promulgated by the Securities and Exchange Commission and the NASD listing standards; and diversity of viewpoints, background and experiences.

The Board of Directors intends to review the director nomination policy from time to time to consider whether modifications to the policy may be advisable as the Company’s needs and circumstances evolve, and as applicable legal or listing standards change. The Board may amend the director nomination policy at any time.

Shareholder Nominations

The Board will consider director candidates recommended by shareholders and will evaluate such director candidates in the same manner in which it evaluates candidates recommended by other sources. In making recommendations for director nominees for the annual meeting of shareholders, the Board of Directors will consider any written recommendations of director candidates by shareholders received by the Corporate Secretary of the Company no later than 90 days before the anniversary of the previous year’s annual meeting of shareholders, except that if no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to, or delayed by more than 60 days after such anniversary date, notice must be received by the 10^th day following the date that public disclosure of the date of the annual meeting is given to shareholders. Recommendations must be mailed to Analytical Surveys, Inc., 11900 Crownpoint Drive, Suite 100, San Antonio, Texas 78233, Attention: Corporate Secretary, and include all information regarding the candidate as would be required to be included in a proxy statement filed pursuant to the proxy rules promulgated by the Securities and Exchange Commission if the candidate were nominated by the Board of Directors (including such candidate’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected). The shareholder giving notice must provide (i) his or her name and address, as they appear on the Company’s books, and (ii) the class and number of shares of the Company which are beneficially owned by such shareholder. The Company may require any proposed nominee to furnish such other information it may require to be set forth in a shareholder’s notice of nomination which pertains to the nominee.

Communications with Directors

The Board of Directors welcomes communications from its shareholders and other interested parties and has adopted a procedure for receiving and addressing those communications. Stockholders and other interested parties may communicate any concerns they may have about the Company directly to either the full board of directors or one or more directors by mailing their communications to the Company at the following address: [Director], Analytical Surveys, Inc., 11900 Crownpoint Drive, Suite 100, San Antonio, Texas 78233, Attention:

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Corporate Secretary (Board Matters). The Corporate Secretary promptly will forward all stockholder communications and other communications from interested parties unopened to the intended recipient.

Directors’ Compensation

During fiscal 2003, non-employee directors of the Company were entitled to receive quarterly cash compensation of $2,500 for attendance at Board and Committee meetings. Directors who are also employees of the Company do not receive any additional compensation for their service on the Board of Directors.

The Board grants to each newly appointed director, on a one-time basis, options to purchase a total of 7,500 shares of Common Stock. The one-time grant vests as to 25% of the grant at each of six months, one year, eighteen months and two years. Each of Messrs. Dean, Illick, and Kosberg, received grants on November 12, 2002 for 7,500 shares at an exercise price of $1.01 per share.

Executive Officers and Other Key Employees

The following table sets forth the names, ages, and positions of the persons who are not directors and who are executive officers and other key employees of the Company.

NAME	AGE	POSITION
Lori A. Jones	47	Chief Financial Officer
Hamid Akhavan	43	Senior Vice President - Operations

Lori A. Jones, 47, has served as Chief Financial Officer of the Company since January 2003. From March 2001 to January 2003, Ms. Jones was a partner with Tatum CFO Partners LLP, a financial consulting company. From May 2000 to March 2001, Ms. Jones served as the chief financial officer of Worldmerc Incorporated, an ecommerce exchange for specialty agricultural products. From January 1999 to May 2000, she was the chief financial officer of Billserv Inc., an electronic billing presentation and payment service company. From May 1990 to December 1998, Ms. Jones served in various capacities, which capacities included chief financial officer, at Docucon Incorporated, a document imaging services company.

Hamid Akhavan, 43, has served as Senior Vice President – Operations of the Company since April 2004. In January 1984, Mr. Akhavan joined Intelligraphics, Inc., which was acquired by the Company in December 1995, as a project manager. He has served the Company in various high-level operational and marketing positions including Vice President – Business Development until January 2004. Mr. Akhavan served as a consultant to the Company from January 2004 to April 2004.

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SUMMARY COMPENSATION TABLE

The following table sets forth a summary of certain information regarding the compensation of the Company’s Chief Executive Officer, the other executive officers and one former executive officer whose salary and bonus exceeded $100,000 during fiscal 2003 (the “named executive officers”) for the fiscal years ended September 30, 2003, 2002, and 2001.

	Annual Compensation
							Long-Term Compensation Awards
Name and Title	Year	Salary		Bonus	Other Annual Compensation (1)		Stock Options(2)	All Other Compensation(3)
		$		$	$		(#)	$
J. Norman Rokosh(4) President and Chief Executive Officer	2003 2002 2001	253,969 250,000 250,000		74,875 —   200,000	—   —   —		—   2,000 20,000	5,079 5,408 4,808
Lori A. Jones(5) Chief Financial Officer	2003 2002 2001	88,269 —   —		3,500 —   —	—   —   —		25,000 —   —	1,558 —   —
Thomas W. Bannon(6) Senior Vice President – Operations	2003 2002 2001	200,892 188,462 —	(5)	35,500 12,500 —	—   57,607 —	(7)	5,000 20,000 —	2,769 —   —
Don Fryhover(8) Senior Vice President Sales and Marketing	2003 2002 2001	163,453 143,494 —		20,000 17,500 —	—   —   —		5,000 4,000 —	—   —   —

⁽¹⁾ Certain perquisites and other personal benefits did not exceed the lesser of $50,000 or 10% of the total amounts reported in the Salary and Bonus columns in any of the fiscal years reported, except as indicated.

⁽²⁾ Long-term compensation consists only of stock options. The number of securities underlying stock options has been adjusted to reflect the Company’s one-for-ten reverse stock split effected in October 2002.

⁽³⁾ Other compensation includes the Company’s matching contributions to the 401(k) Incentive Savings Plan.

⁽⁴⁾ Mr. Rokosh resigned as President and Chief Executive Officer effective February 29, 2004.

⁽⁵⁾ Ms. Jones’ annual compensation is $135,000. Ms. Jones joined the Company on January 24, 2003. Accordingly, compensation information included in the table represents only compensation from that date through September 30, 2003.

⁽⁶⁾ Mr. Bannon became an executive officer of the Company on October 2, 2001. Accordingly, compensation information included in the table represents only compensation beginning on that date. On April 5, 2004, Mr. Bannon resigned as Senior Vice President – Operations.

⁽⁷⁾ The amount shown above was paid as reimbursement for expenses incurred in connection with relocation of Mr. Bannon’s residence to San Antonio, Texas, the location of the Company’s principal executive offices.

⁽⁸⁾ Mr. Fryhover became an executive officer of the Company on January 21, 2002. Compensation information included in the table represents his compensation for all of fiscal 2002 and 2003. As of October 1, 2003, Mr. Fryhover was no longer deemed an executive officer.

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The following table presents information regarding options granted to each of the named executive officers in fiscal year 2003.

OPTION GRANTS IN FISCAL 2003

Name	Number of Securities Underlying Options Granted(1)	Percent of Total Options to Employees In Fiscal Year	Exercise Price ($/sh)	Expiration Date	Potential Realizable Value(2) at Assumed Annual Rates of Stock Appreciation for Option Term
					5% ($)	10% ($)
J. Norman Rokosh	20,000	50.00	0.72	02/19/13	9,056	22,950
Lori A. Jones	5,000	12.50	1.73	07/30/13	5,440	13,786
Thomas W. Bannon	5,000	12.50	1.80	08/06/13	5,660	14,344
Don Fryhover	5,000	13.84	1.73	09/27/12	5,440	13,786

⁽¹⁾ All options vest equally at the end of each of four six-month periods. The number of securities underlying stock options has been adjusted to reflect the Company’s one-for-ten reverse stock split effected in October 2002.

⁽²⁾ “Potential Realizable Value” is calculated based on the assumption that the price of the Common Stock will appreciate at the rates shown. The 5% and 10% assumed rates are mandated by the rules of the Securities Exchange Commission and do not reflect the Company’s estimate or projection of future stock prices. Actual gains, if any, realized upon future exercise of these options will depend on the actual performance of the Common Stock and the continued employment of the named executive officer through the vesting period of the option.

The following table presents information regarding options exercised in the fiscal 2003 and the value of options outstanding at September 30, 2003, for each of the named executive officers.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND

FISCAL YEAR-END OPTION VALUES

	Number of Securities Underlying Unexercised Options at Fiscal Year End		Value of Unexercised In-the-Money Options at Fiscal Year End(1)
Name	Exercisable	Unexercisable	Exercisable	Unexercisable
J. Norman Rokosh(2)	31,000	6,000	—	—
Lori A. Jones	5,000	20,000	4,150	12,450
Thomas W. Bannon(3)	10,000	15,000	—	—
Don Fryhover	—	—	—	—

⁽¹⁾ The value of the unexercised in-the-money options is calculated using the closing bid price of the Company’s Common Stock on September 30, 2003, at $1.55 per share. Amounts reflected are based on the assumed value minus the exercise price and do not indicate actual sales or proceeds.

⁽²⁾ Resigned as President and Chief Executive Officer of the Company effective February 29, 2004. As of July 1, 2004, Mr. Rokosh holds options to purchase 37,000 shares of Common Stock.

⁽³⁾ Resigned effective April 5, 2004. As of July 1, 2004, all options granted to Mr. Bannon have expired.

Employment Contracts

Chief Executive Officer

On March 22, 2004, the Company entered into a one-year employment agreement with Mr. Wayne B. Fuquay providing for an annual base salary of $240,000 and an inducement stock option to purchase 75,000 shares

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of the Company’s Common Stock at $1.50 per share. The option is exercisable after the completion of one year of service to the Company.

Upon termination of Mr. Fuquay’s employment without “cause” or if he resigns his employment for “good reason,” (as defined, which includes a termination of employment in connection with a change of control), Mr. Fuquay will continue to receive salary for the remaining term of his employment agreement and all options will vest immediately after such termination or resignation. If Mr. Fuquay is terminated by the Company for “cause” (as defined), or if he terminates his employment voluntarily, Mr. Fuquay will not be entitled to receive severance pay and his stock option will be cancelled.

Under the employment agreement, Mr. Fuquay has agreed that he will not, at any time, disclose any confidential information or trade secrets of the Company and that all of his rights to inventions relating to the Company’s business belong to the Company.

Chief Financial Officer

Effective January 24, 2003, the Company entered into an employment agreement with Ms. Jones, providing for a base salary of $135,000. The term of the employment agreement extends until March 31, 2005. Pursuant to an amendment dated November 26, 2003, Ms. Jones is entitled to participate in a bonus plan under which she may receive up to $60,000, depending on whether agreed-upon performance objectives for fiscal 2004 are satisfied. Ms. Jones also participates in any and all plans that are maintained for the benefit of the Company executives or employees in general. Upon termination of Ms. Jones employment without “cause” (as defined), Ms. Jones will continue to receive salary and benefits for six months.

Under the employment agreement, Ms. Jones has agreed that she will not at any time disclose any confidential information or trade secrets of the Company, and that all of her rights to inventions relating to the Company’s business belong to the Company.

Senior Vice President – Operations

Effective April 12, 2004, Hamid Akhavan was hired as Senior Vice President – Operations pursuant to a letter agreement. Under the terms of his employment, Mr. Akhavan is to receive an annual base salary of $155,000. Upon termination of his employment without “cause” (as defined), Mr. Akhavan will continue to receive salary and benefits for six months.

Severance Agreements

On September 30, 2003, Mr. Don Fryhover resigned as Senior Vice President, Sales and Marketing. The Company paid Mr. Fryhover an amount equal to his three months salary totaling $37,500. In January 2004, Mr. J. Norman Rokosh, resigned as President and Chief Executive Officer, effective February 29, 2004. Mr. Rokosh continued to work with the Company until Mr. Wayne Fuquay was appointed as Chief Executive Officer on March 22, 2004. From March 1, 2004 until May 31, 2004, the Company paid Mr. Rokosh an amount equal to his three months salary totaling $62,500, plus $1,250 related to employment benefit programs. Effective April 5, 2004, Mr. Thomas Bannon resigned as Senior Vice President – Operations. Pursuant to the terms of his employment contract as amended by a Separation and Mutual Release Agreement, the Company paid Mr. Bannon an amount of $50,000 which is equal to three months base salary, plus $1,076 related to employment benefit programs.

Report of the Compensation Committee

The Compensation Committee of the Board of Directors (the “Committee”) has furnished the following report on executive compensation for fiscal 2003:

The Committee follows established rationale and policies for compensating our executive officers. The Committee evaluates the compensation packages of our chief executive officer and all of our other executive officers on an annual basis or at the end of a contract term. The Committee utilizes salary surveys and statistics to

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ensure compensation is commensurate for the office held and the size of the business. Base salaries are also negotiated after giving consideration to the risks and responsibilities pertaining to the individual as a public company officer. Bonus plans are included in the compensation package, but generally include only discretionary payments that are awarded based on Company performance, which include achievement of revenue, profits, or achievement of qualitative rather than quantitative milestones, such as a successful solution to corporate challenges such as a successful negotiation or the settlement of litigation. The following report of the Committee describes these policies and rationales with respect to the compensation paid to such executive officers for the fiscal year ended September 30, 2003.

Officer Compensation Policy. The Committee’s fundamental policy is to provide a compensation program for executive officers that will enable us to attract and retain the services of highly-qualified individuals and offer our executive officers competitive compensation opportunities based upon overall performance and their individual contribution to our financial success. The Committee uses third party compensation surveys and information to assure that executive compensation is set at levels within the current market range for companies in a similar industry and stage as the Company. It is the Committee’s objective to have a substantial portion of each officer’s compensation contingent upon our performance, as well as upon such officer’s own level of performance. Bonus targets are established for each executive officer but are discretionary and are awarded based on Company and personal performance, which include revenue, operating results, new sales, achievement of qualitative milestones, retention incentives, and achievement of personal and Company goals. Adjudication of bonus payments is based on the percentage of achievement of goals and evaluation of performance, with consideration given to the availability of cash and the overall position of the Company.

Employment Agreements. Both the former Chief Executive Officer and the Chief Financial Officer were employed pursuant to written employment agreements during fiscal 2003. The Committee has considered the advisability of using employment agreements and has determined that it is in our best interests because it permits us to achieve our desired goals of motivating and retaining the best possible executive talent. Each employment agreement separately reflects the terms that the Committee felt were appropriate and/or necessary to recruit and retain the services of the particular executive officer, within the framework of our compensation policies.

Components of Executive Compensation: Each executive officer’s compensation package is comprised of three elements: base salary, which is designed to be competitive with salary levels of similar companies that compete with us for executive talent and reflects individual performance and the executive’s contribution; performance bonuses, which is based on the terms of employment agreements; and long-term stock option awards, which create common interests for the executive officers and the shareholders.

Base Salary. The salaries paid to the executive officers in fiscal 2003 were based on the terms of their employment agreements and are set forth in the summary compensation table.

Bonuses. The executive officers are entitled to annual bonuses based upon the terms of their employment agreements (see “Employment Contracts” above) and discretionary bonuses based on their respective performance. The bonuses paid to executive officers in fiscal 2003 under the terms of their employment agreements or at the discretion of the Board of Directors are set forth in the Summary Compensation Table.

Stock Option Plan: We have the Analytical Surveys, Inc. 1993 Non-Qualified Stock Option Plan, the Analytical Surveys, Inc. 1997 Incentive Stock Option Plan, the Analytical Surveys, Inc. Officer and Employee Recruitment Stock Incentive Plan, the Analytical Surveys, Inc. Year 2000 Stock Incentive Plan, and the Analytical Surveys, Inc. 2003 Stock Option Plan, each as amended and supplemented. The Analytical Surveys, Inc. 1993 Non-Qualified Stock Option Plan expired on September 30, 2003. The 49,899 options outstanding under the plan will expire between April 2006 and August 2013 unless otherwise forfeited, cancelled or exercised. The option plans are long-term incentive plans for employees and are intended to align shareholder and employee interests by establishing a direct link between long-term rewards and the value of our Common Stock. The Committee believes that long-term stock incentives for executive officers and employees are an important factor in retaining valued employees. Because the value of an option bears a direct relationship to our Common Stock price, the Committee believes that options motivate officers and employees to manage the Company in a manner that will benefit all shareholders.

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The options granted to the executive officers in fiscal 2003 were made in accordance with the terms of their employment agreements (see “Employment Contracts “) or at the discretion of the Board. Information with respect to option grants in fiscal 2003 to the executive officers is set forth in the Option Grants Table. The Committee views stock option grants as important components of our long-term, performance-based compensation philosophy.

Former CEO Compensation. The compensation paid to Mr. Rokosh during fiscal 2003 was based upon the terms of his employment agreement. Pursuant to the terms of the employment agreement, Mr. Rokosh’s annual base salary for fiscal 2003 remained constant at $250,000. Mr. Rokosh’s base salary was designed to be competitive with salary levels of chief executive officers of similar companies that compete with us for executive talent and to be reflective of his performance and contribution to the Company. Mr. Rokosh was eligible for bonus compensation of up to $37,500 per quarter. The bonus is awarded at the discretion of the Board and is based upon the achievement of specific quantifiable objectives, some of which incorporate our overall performance. During fiscal 2003, Mr. Rokosh was paid a $50,000 bonus for the achievement of fiscal 2002 corporate goals, which were related to the acquisition of working capital. Mr. Rokosh was also paid $24,375 for the achievement of fiscal 2003 corporate goals that included the realignment of and reduction in the expense of corporate functions.

Deductibility of Executive Compensation: The Committee is responsible for addressing the issues raised by Internal Revenue Code Section 162(m). Section 162 (m) limits to $1 million our deduction for compensation paid to certain of our executive officers who do not qualify as “performance-based.” To qualify as performance based under Section 162(m), compensation payments must be made pursuant to a plan that is administered by a committee of outside directors and must be based on achieving objective performance goals. In addition, the material terms of the plan must be disclosed to and approved by shareholders, and the Committee must certify that the performance goals were achieved before payments can be awarded. We believe that all compensation paid to our executive officers listed in the summary compensation table in fiscal 2003 is fully deductible and that compensation paid under the plans will continue to be deductible. The Committee’s present intention is to comply with the requirements of Section 162(m) unless and until the Committee determines that compliance would not be in the best interest of the Company and our shareholders.

By the Compensation Committee

Christopher S. Dean, Chairman

J. Livingston Kosberg

Christopher D. (Kit) Illick

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee of the Board was, during fiscal 2003, an officer or employee of the Company or any of its subsidiaries, or was formerly an officer of the Company or any of its subsidiaries or had any relationship requiring disclosure by the Company. During fiscal 2003, no executive officer of the Company served as (i) a member of the Compensation Committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served on the Compensation Committee of the Board of Directors, (ii) a director of another entity, one of whose executive officers served on the Compensation Committee of the Board of Directors, or (iii) a member of the compensation committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served as a director of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s directors and executive officers to file with the Securities and Exchange Commission and NASDAQ initial reports of ownership and reports of changes in ownership of Common Stock. Based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, the Company believes that all its directors and executive officers during fiscal 2003 complied on a timely basis with all applicable filing requirements under Section 16(a) of the Exchange Act.

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information with respect to the shares of Common Stock (the only outstanding class of voting securities of the Company) owned of record and beneficially as of July 1, 2004, unless otherwise specified, by (i) all persons known to possess voting or dispositive power over more than 5% of the Common Stock, (ii) each director and named executive officer, and (iii) all directors and executive officers of the Company as a group: (Except as otherwise noted in the table, each person or group identified possesses sole voting and investment power with respect to such shares, subject to community property laws, where applicable, and the address of each shareholder is c/o Analytical Surveys, Inc., 11900 Crownpoint Drive, Suite 100, San Antonio, Texas 78233.)

	Amount and Nature of Beneficial Ownership (1)	Percentage of Class
Tonga Partners, L.P.(2)
150 California Street, 5th Floor San Francisco, California 94111	1,350,412	60	%
Hamid Akhavan (3)	0	*	*
Christopher S. Dean (3)*	5,625	*	*
Wayne B. Fuquay (3)*	0	*	*
Christopher D. Illick (3)*	5,625	*	*
Lori A. Jones (4)	17,500	*	*
J. Livingston Kosberg (3)*	5,625	*	*
All directors and executive officers as a group (8 persons) (5)	34,375	3	%

* Nominee for Director

** Less than 1%

⁽¹⁾ All persons have sole voting and investment power with respect to their shares. All amounts shown in this column include shares obtainable upon exercise of stock options currently exercisable or exercisable within 60 days of the date of this table.

⁽²⁾ On April 2, 2002, the Company issued a senior secured convertible promissory note in the principal amount of $2,000,000 (the “Old Note”) and warrants to purchase 500,000 shares of common stock (the “Warrant”) to Tonga Partners, L.P. (“Tonga”). On November 6, 2003, Tonga converted $300,000 of the Old Note at the conversion price of $1.24 plus accrued interest into 261,458 shares of common stock. The conversion price of the Old Note is equal to the lesser of (i) $4.00, (ii) 90% of the average closing bid prices of the Company’s common stock for the 90 trading days ending the trading date immediately preceding the closing date, and (iii) 90% of the average closing bid prices of the Company’s common stock for the three trading days having the lowest closing bid price during the 20 trading days immediately prior to the conversion date. A second senior secured convertible promissory note having the same terms as the Old Note was issued to Tonga on November 4, 2003 for the remaining $1,700,000 in principal amount not converted under the Old Note (the “Second Note”). On June 30, 2004, we restructured the Second Note. The $1,700,000 in principal amount restructured note (the “Restructured Note”) bears interest at a rate of 5% per annum with such interest accruing beginning on November 4, 2003. The Restructured Note, together with accrued and unpaid interest, is due and payable at Tonga’s option in cash or shares of the Company’s common stock, on January 2, 2006. In addition, in connection with the Restructured Note, the Warrant was canceled. As of June 30, 2004, the principal and accrued interest due under the Restructured Note was $1,756,430. The Restructured Note plus accrued interest is convertible at any time into common stock at a price that varies in accordance with the changes in the closing bid price of the Company’s common stock. The conversion price of the Restructured Note is equal to the lesser of (i) $4.00, (ii) 90% of the average closing bid prices of the Company’s common stock for the 90 trading days ending the trading date immediately preceding the closing date, and (iii) 90% of the average closing bid prices for the Company’s common stock for the three trading days having the lowest closing bid price during the 20 trading days immediately prior to the conversion date. For purposes of stating the number of shares beneficially

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owned by Tonga that are attributable to its ownership of the Restructured Note, the table includes 179,458 shares held by Tonga on July 1, 2004, and assumes that Tonga converted the Restructured Note plus accrued interest on July 1, 2004 at a conversion price of $1.50. The conversion price would have been equal to 90% of the average closing bid prices of the common stock for the three trading days having the lowest closing bid price during the 20 trading days preceding July 1, 2004.

Cannell Capital, LLC serves as the general partner and Investment Advisor to Tonga and J. Carlo Cannell is the controlling and managing member of Cannell Capital, LLC. As such, both Cannell Capital, LLC and J. Carlo Cannell are also beneficial owners of the shares.

⁽³⁾ Includes 5,625 shares of Common Stock underlying options that are exercisable within 60 days of July 1, 2004.

⁽⁴⁾ Includes 17,500 shares of Common Stock underlying options that are exercisable within 60 days of July 1, 2004.

⁽⁵⁾ Includes 34,375 shares of Common Stock underlying options that are exercisable within 60 days of July 1, 2004.

Changes in Control / Certain Relationships and Related Transaction

On April 2, 2002, Tonga Partners, L.P. (“Tonga”) invested $2,000,000 in the Company in exchange for the Company’s issuance of a senior secured convertible promissory note in the principal amount of $2,000,000 (the “Old Note”) and the issuance of warrants (the “Warrants”) to purchase 500,000 shares of common stock (the “Change in Control Transaction”). On November 6, 2003, Tonga converted $300,000 in principal amount of the Old Note at the conversion price of $1.24 plus accrued interest into 261,458 shares of common stock, which was 90% of the average closing bid prices for the Company’s common stock for the three trading days having the lowest closing bid price during the 20 trading days immediately prior to the conversion date. A second senior secured convertible promissory note having the same terms as the Old Note was issued to Tonga on November 4, 2003, for the remaining $1,700,000 in principal amount not converted under the Old Note (the “Second Note”). On June 30, 2004, the Company restructured the Second Note. The $1,700,000 in principal amount of the restructured note (the “Restructured Note”) bears interest at a rate of 5% per annum with such interest accruing beginning on November 4, 2003. The Restructured Note, together with accrued and unpaid interest, is due and payable at Tonga’s option in cash or shares of common stock, on January 2, 2006. In addition, in connection with the Restructured Note, the Warrants were cancelled. As of June 30, 2004, the principal and accrued interest due under the Restructured Note was $1,756,430. The Restructured Note plus accrued interest is convertible at any time into common stock at a price that varies in accordance with the changes in the closing bid price of the Company’s common stock. The conversion price of the Restructured Note is equal to the lesser of (i) $4.00, (ii) 90% of the average closing bid prices of the Company’s common stock for the 90 trading days ending the trading date immediately preceding the closing date, and (iii) 90% of the average closing bid prices for our Company’s common stock for the three trading days having the lowest closing bid price during the 20 trading days immediately prior to the conversion date.

Until April 2, 2005, Tonga has the right to appoint a majority of the members of the Company’s Board of Directors. As of July 1, 2004, Tonga beneficially owned 60% of the common stock of the Company.

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COMMON STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total return on the Company’s Common Stock with the index of the cumulative total return for the Nasdaq Stock Market (U.S.) (“Total U.S.”) and the index of the Nasdaq Computer and Data Processing Services Stocks (“DP&S”). The graph assumes that $100 was invested on October 1, 1997, and that all dividends, if any, were reinvested.

The following data points were used in constructing the performance graph:

	10/01/98	10/01/99	10/01/00	10/01/01	10/01/02	10/01/03
ANALYTICAL SURVEYS, INC	100.00	67.74	8.60	2.97	0.86	0.65
NASDAQ STOCK MARKET (U.S.)	100.00	163.12	217.03	88.74	69.90	106.49
NASDAQ COMPUTER & DATA PROCESSING	100.00	169.73	213.10	76.43	60.10	90.15

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Audit Committee Report

In accordance with a written charter adopted by the Board of Directors, the Audit Committee assists the Board of Directors in fulfilling its responsibility for oversight of the quality and integrity of the Company’s financial reporting processes. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and for issuing a report thereon.

In this context, the Audit Committee has met and held discussions with management and the independent auditors. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent auditors. The Audit Committee discussed with the independent auditors matters required to be discussed by Statement on Auditing Standards No. 61 (Communications with Audit Committees), as amended, including the quality and acceptability of the Company’s financial reporting process and controls.

The Audit Committee has discussed with the Company’s independent auditors the overall scope and plans for their respective audit. The Audit Committee meets at least annually with the independent auditors, with and without management present, to discuss the results of their examinations, the evaluations of the Company’s internal controls and the overall quality of the Company’s accounting principles.

In addition, the Audit Committee has discussed with the independent auditors the auditors’ independence from the Company and its management, including the matters in the written disclosures required by the Independence Standard Boards Standard No. 1 (Independence Discussions with Audit Committees) and also considered whether the provision of any non-audit services included below under “Principal Accountant Fees and Service” is compatible with maintaining their independence.

In performing all of these functions, the Audit Committee acts only in an oversight capacity and necessarily relies on the work and assurances of the Company’s management and independent auditors, which, in their report, express an opinion on the conformity of the Company’s annual financial statements with U.S. generally accepted accounting principles. In reliance on the reviews and discussions referred to in this Report and in light of its role and responsibilities, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements of the Company for the three years ended September 30, 2003 be included for filing with the Securities and Exchange Commission in the annual report of the Company on Amendment No. 2 to Form 10-K/A for the fiscal year ended September 30, 2003. The Committee has also approved, subject to stockholder ratification, the selection of Pannell Kerr Forster of Texas, P.C., as successors to KPMG LLP, as the Company’s independent registered public accounting firm for fiscal 2004, and the Board of Directors concurred in its approval.

The Members of the Audit Committee, as of the date of the annual report of the Company on Amendment No. 2 to Form 10-K/A for the fiscal year ended September 30, 2003.

Christopher Illick, Chairman

Christopher Dean

J. Livingston Kosberg

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PROPOSAL NO. 2

APPROVAL OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors, upon recommendation of its Audit Committee, has approved and recommends the appointment of Pannell Kerr Forster of Texas, P.C. (PKF), as the Company’s independent registered public accounting firm to conduct an audit of the Company’s financial statements for the fiscal year ending September 30, 2004.

The firm of KPMG LLP has previously served as the principal independent public accountant for the Company. On July 23, 2004, the Company’s Audit Committee made a determination to no longer engage KPMG as the Company’s independent public accountants and engaged PKF on August 6, 2004 to serve as the Company’s independent public accountants for the fiscal year ended September 30, 2004.

KPMG’s reports on the Company’s consolidated financial statements for each of the fiscal years ended September 30, 2003 and 2002 did not contain an adverse opinion or a disclaimer opinion, but did contain a qualification that expresses substantial doubt about the Company’s ability to continue as a going concern. This qualification was based on the significant operating losses reported in fiscal 2003 and 2002 and a lack of external financing to fund working capital and debt requirements. KPMG’s report on the Company’s consolidated financial statements for the fiscal year ended September 30, 2003 contains the following modifications: (i) the Company changed its method of accounting for goodwill in 2002, and (ii) the Company restated the consolidated balance sheets as of September 30, 2003 and 2002, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for the years ended September 30, 2003 and 2002.

In connection with the audits of the fiscal years ended September 30, 2003 and 2002, and the subsequent interim period through August 6, 2004, there were no disagreements with KPMG on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure, which, if not resolved to KPMG’s satisfaction would have caused them to make reference to the subject matter in connection with their report on the Company’s consolidated financial statements for such years. During the fiscal years ended September 30, 2003 and 2002, and the subsequent interim period through August 6, 2004, there have been no “reportable events” (as defined in Regulation S-K Item 304(a)(i)(v) requiring disclosure pursuant to Item 304(a)(i)(v) of Regulation S-K.

During the fiscal years ended September 30, 2003 and 2002, and the interim period ended August 6, 2004, the Company did not consult PKF with respect to any other matters which were the subject of any disagreement or any reportable event, or on the application of accounting principles to a specified transaction, either completed or proposed.

Representatives from PKF are expected to be available telephonically at the Annual Meeting, will have the opportunity to make a statement at the Annual Meeting, if they so desire, and will be available to respond to appropriate questions. Representatives from KPMG are not expected to be present or otherwise available for comment.

Required Vote

In accordance with the Company’s Bylaws, ratification of the appointment of the Company’s independent registered public accounting firm will require the affirmative vote of a majority of the shares of Common Stock voted on the matter. Accordingly, abstentions and broker non-votes applicable to shares of Common Stock present at the Annual Meeting will not be included in the tabulation of votes cast on this proposal. In the event confirmation is not obtained, the Board of Directors will review its selection of the Company’s independent auditors for the fiscal year ending September 30, 2004.

The Board of Directors recommends a vote “For” ratification of the appointment of Pannell Kerr Forster of Texas, P.C., as the Company’s independent registered public accounting firm.

15

Principal Accountant Fees and Services

Audit Fees

The aggregate fees billed for professional services rendered by KPMG LLP for the audit of the Company’s financial statements for each of the fiscal years ended September 30, 2003 and September 30, 2002, and for the review of the financial statements included in the Company’s Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission were $158,000 and $194,000, respectively.

Audit-Related Fees

There were no fees billed in either of the fiscal years ended September 30, 2003 or September 30, 2002, for assurance and related services rendered by KPMG LLP that are related to the performance of the audit or review of the Company’s financial statement but not reportable as Audit Fees.

Tax Fees

The aggregate fees billed for professional services rendered by KPMG LLP for tax compliance, tax advice, and tax planning in each of the fiscal years ended September 30, 2003 and September 30, 2002, were $7,100 and $8,400, respectively. Tax Fees in fiscal 2003 were incurred for a review of Internal Revenue Code Section 382 rules related to a proposed transaction and Puerto Rican tax compliance services. Tax Fees in 2002 were incurred for Puerto Rican tax compliance services.

All Other Fees

There were no other fees billed in either of the fiscal years ended September 30, 2003 or September 30, 2002, for services rendered by KPMG LLP not reportable as Audit Fees, Audit-Related Fees or Tax Fees.

Audit Committee Pre-Approval Policies

The Audit Committee has established a policy intended to clearly define the scope of services performed by the Company’s independent auditors for non-audit services. This policy relates to audit services, audit-related services, tax and all other services which may be provided by the Company’s independent auditor and is intended to assure that such services do not impair the auditor’s independence. The policy requires the pre-approval by the Audit Committee of all services to be provided by the Company’s independent auditor. Under the policy, the Audit Committee will annually review and pre-approve the services that may be provided by the independent auditor without obtaining specific pre-approval from the Audit Committee or its designee. In addition, the Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated is required to report to the Audit Committee at its next meeting any services which such member or members has approved. The policy also provides that the Audit Committee will pre-approve the fee levels for all services to be provided by the independent auditor. Any proposed services exceeding these levels will require pre-approval by the Audit Committee.

All of the services provided by the Company’s principal accounting firm described above under the captions Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees were approved by the Audit Committee and the Audit Committee has determined that the auditor independence has not been compromised as a result of providing these services and receiving the fees for such services as noted above.

OTHER MATTERS

The Board of Directors knows of no other matters than those described above which are likely to come before the Annual Meeting. If any other matters properly come before the Annual Meeting, persons named in the accompanying form of proxy intend to vote such proxy in accordance with their best judgment on such matters.

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STOCKHOLDER PROPOSALS

Any proposals of holders of Common Stock of the Company intended to be presented at the annual meeting of shareholders of the Company to be held in 2005 must be received by the Company, addressed to the Secretary of the Company, 11900 Crownpoint, San Antonio, Texas 78233, no later than April 12, 2005, to be included in the proxy statement relating to that meeting. Any such proposal must comply with Securities and Exchange Commission rules and regulations regarding inclusion of shareholder proposals in company-sponsored proxy materials.

Any holder of Common Stock of the Company desiring to present a proposal or to nominate a person for election to the Board of Directors of the Company, or desiring to bring business before the 2005 annual meeting of shareholders in a form other than a shareholder proposal in accordance with the preceding paragraph must provide notice of such proposal to the Company not later than June 26, 2005. Otherwise, the proxies will have discretionary authority to vote on the matter.

EXPENSES OF SOLICITATION

The cost of solicitation of proxies will be paid by the Company. In addition to solicitation by mail, solicitation of proxies may be made by telephone, the Internet, personal interview, special letter, or telecopy by regular employees of the Company. Brokerage firms will be requested to forward proxy materials to beneficial owners of shares registered in their names and will be reimbursed for their reasonable expenses.

By Order of the Board of Directors

Lori Jones, Secretary

August 23, 2004

THE COMPANY WILL FURNISH WITHOUT CHARGE ADDITIONAL COPIES OF ITS ANNUAL REPORT ON AMENDMENT NO. 2 TO FORM 10-K/A, FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003, TO INTERESTED SECURITY HOLDERS ON REQUEST. THE COMPANY WILL FURNISH TO ANY SUCH PERSON ANY EXHIBITS DESCRIBED IN THE LIST ACCOMPANYING SUCH REPORT UPON PAYMENT OF REASONABLE FEES RELATING TO THE COMPANY’S FURNISHING SUCH EXHIBITS. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE SECRETARY AT THE COMPANY’S ADDRESS PREVIOUSLY SET FORTH.

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[ASI LOGO] 11900 CROWNPOINT DRIVE SAN ANTONIO, TX 78233	VOTE BY INTERNET- www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
	VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
	VOTE BY MAIL Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Analytical Surveys, Inc., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCK BELOW IN BLUE OR BLACK INK AS FOLLOWS: SURVEY KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

ANALYTICAL SURVEYS, INC.
The Board of Directors recommends a vote “FOR” the nominees set forth below
PROPOSAL 1 Nominees:	ELECTION OF DIRECTORS 01) J. Livingston Kosberg 02) Wayne B. Fuquay 03) Christopher S. Dean 04) Christopher D. Illick	For All ¨	Withhold All ¨	For All Except ¨	To withhold authority to vote for any nominee, mark “For All Except” and write the nominee’s number on the line below.
The Board of Directors recommends a vote “FOR” the ratification set forth below.						For	Against	Abstain
PROPOSAL 2:	RATIFY THE APPOINTMENT OF PANNELL KERR FORSTER OF TEXAS, PC AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					¨	¨	¨
PROPOSAL 3:	IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.					¨	¨	¨
(Please sign exactly as your name appears hereon. When signing as attorney, executor, administrator, trustee, guardian, etc., give full title as such. If held by a corporation, please sign in full corporate name by the president or other authorized officer. If held by a partnership, please sign in the partnership’s name by authorized partner or officer. For joint accounts, each joint owner should sign.)
For address changes, please check this box and write them on the back where indicated.				¨
Please indicate if you plan to attend this meeting		¨ Yes	¨ No
	Signature [PLEASE SIGN WITHIN BOX]	Date		Signature (Joint Owners)			Date

PROXY	ANALYTICAL SURVEYS, INC.	PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder(s) of Analytical Surveys, Inc. (the “Company”) hereby appoints Hamid A. Akhavran and Lori A. Jones, and each of them, attorneys-in-fact and proxies of the undersigned, with full power of substitution and revocation, to vote in respect of the undersigned’s shares of the Company’s Common Stock standing in the undersigned’s name on the books of the Company at the Annual Meeting of Shareholders of the Company to be held at the Company’s corporate offices at 11900 Crownpoint Drive, Suite 100, San Antonio, Texas 78233, at 10:00 a.m., CDT, on Thursday, September 23, 2004, or at any adjournment(s) thereof, with all the powers which the undersigned would possess if personally present at the meeting.
This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE DIRECTOR NOMINEES SET FORTH ON THE REVERSE SIDE AND “FOR” THE RATIFICATION OF PANNELL KERR FORSTER OF TEXAS, PC AS THE COMPANY’S INDEPENDENT PUBLIC ACCOUNTANTS AND IN THE DISCRETION OF THE PROXIES FOR SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. RECEIPT OF NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND THE PROXY STATEMENT DATED AUGUST 23, 2004 IS HEREBY ACKNOWLEDGED. All prior proxies are hereby revoked.

Address Changes:

(If you noted any Address Changes above, please mark corresponding box on the reverse side)

PLEASE COMPLETE, SIGN, DATE AND RETURN PROMPTLY THE PROXY CARD USING THE ENCLOSED ENVELOPE.