This thesis describes the work done on the first phase of the implementation of an Automatic Passenger Counting (APC) system at the Roanoke Valley-Metro transit property. The primary objective of the first phase of this project was to create a software program to decode, edit, analyze and store the data from the APC. The second phase of the project will make reports by aggregating data from the work done in the first phase. The basis for efficient management of operations in transit properties is having accurate and reliable information on transit ridership, fare revenue, and schedule adherence for individual routes and for the transit system as a whole. Data from passenger counts are used to identify peak load points and quantify service demands. Fare revenue data are needed to analyze the systems productivity, and the time checks are essential to monitor and control the scheduling activities. The actual data collection efforts at Valley-Metro have proven to be obsolete, unreliable and very expensive. The new APC system offers the management at Valley-Metro with a new and powerful tool that will enhance their capability to make better decisions when allocating the service needs. / M.S.