SecProbe.io

October 19, 2006

Mail Stop 6010

Mark A. Weiss, Esq.
Keating Muething & Klekamp PLL
One East Fourth Street, Suite 1400
Cincinnati, Ohio 45202

Re: LSI Industries Inc.
 Registration Statement on Form S-3  Filed September 29, 2006  File No. 333-137675

Dear Mr. Weiss:

We have limited our review of your filing to  the issues we have addressed in our
comments below.  Where indicated, we think yo u should revise your document in response to
these comments.  If you disagree, we will consid er your explanation as to why our comments are
inapplicable or a revision is unnecessary.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at the end of th is letter.

Fee Table

1. Revise to allocate separately the amount of shares being registered for (1) the primary offering and (2) the secondary offering.

Selling Securityholders, page 22

2. Please disclose the aggregate number of shares  being registered for resale by the selling
shareholders, and expand the first paragra ph to describe in more detail the initial
transaction(s) in which the securities were sold  to them.  See Instruc tion II.G. to
Form S-3 and Rule 430B(b).

* * * * * * *

Mark A. Weiss, Esq.
Keating Muething & Klekamp PLL
October 19, 2006 Page 2
As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies  of the amendment to expedite our review.
Please furnish a cover letter with  your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters greatly facilitate  our review.  Please
understand that we may have additional comm ents after reviewing your amendment and
responses to our comments.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes all information require d under the Securities Act
of 1933 and that they have provided all informati on investors require for an informed investment
decision.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of  the disclosures they
have made.

Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:

‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in connection with
our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of th e fact that those requesting acc eleration are aware of their
respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offeri ng of the securities specified in the above
registration statement.  We w ill act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

Mark A. Weiss, Esq.
Keating Muething & Klekamp PLL
October 19, 2006 Page 3
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

If you have any questions, please call Donald  C. Hunt at (202) 551-3647 or me at
(202) 551-3805.

Sincerely,

Peggy Fisher
Assistant Director