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SEC Company Response from LSI INDUSTRIES INC (LYTS) (CIK 0000763532) (LYTS) — Oct 27, 2006

LSI INDUSTRIES INC (LYTS) (CIK 0000763532)
Date: Oct. 27, 2006 · CIK: 0000763532 · Accession: 0000892251-06-000680

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Summary

Reasoning

File numbers found in text: 333-137675

Referenced dates: October 19, 2006

Date
Oct. 27, 2006
Author
KEATING MUETHING & KLEKAMP PLL
Form
CORRESP
Company
LSI INDUSTRIES INC (LYTS) (CIK 0000763532)

Letter

Via EDGAR and Facsimile (202) 772-9218 Division of Corporation Finance LSI Industries Inc. Registration Statement on Form S-3 Filed September 29, 2006 File No. 333-137675 ("the Registration Statement")

Dear Ms. Fisher:

On behalf of LSI Industries Inc., we are responding to the Staff’s comments to the Registration Statement contained in the letter dated October 19, 2006. The Company has today filed Amendment No. 1 to the Registration Statement.

Fee Table

1.

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

The Company has revised the cover page of the Registration Statement to allocate $85,000,000 in securities for the primary offering and $15,000,000 in common stock for the secondary offering (plus the additional 1,419,355 shares of common stock issued to SACO Technologies, Inc. in connection with the Registrant’s acquisition of such company in June, 2006).

Selling Securityholders, page 22

2.

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

The Company has disclosed the maximum aggregate offering amount of common stock that may be sold in secondary offerings. The Company has also expanded and clarified the first paragraph to describe in more detail the initial transactions(s) in which securities were sold to selling securityholders.

If you have any questions or comments, please feel free to contact me.

Sincerely,
KEATING MUETHING & KLEKAMP PLL

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CORRESP
1
filename1.htm

      Comment Response LEtter

    Mark
      A. Weiss

    DIRECT
      DIAL: (513) 579-6599

    FACSIMILE:
      (513) 579-6457

    E-MAIL:
      mweiss@kmklaw.com

    October
      27, 2006

    Via
      EDGAR and Facsimile (202) 772-9218

    Ms.
      Peggy
      Fisher

    Assistant
      Director

    Division
      of Corporation Finance

    U.S.
      Securities and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      DC 20549

              RE:

              LSI
                Industries Inc.

              Registration
                Statement on Form S-3

              Filed
                September 29, 2006

              File
                No. 333-137675  ("the Registration
                Statement")

    Dear
      Ms.
      Fisher:

    On
      behalf
      of LSI Industries Inc., we are responding to the Staff’s comments to the
      Registration Statement contained in the letter dated October 19, 2006.  The
      Company has today filed Amendment No. 1 to the Registration
      Statement.

    Fee
      Table

            1.

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

    The
      Company has revised the cover page of the Registration Statement to allocate
      $85,000,000 in securities for the primary offering and $15,000,000 in common
      stock for the secondary offering (plus the additional 1,419,355 shares of common
      stock issued to SACO Technologies, Inc. in connection with the Registrant’s
      acquisition of such company in June, 2006).

    Selling
      Securityholders, page 22

            2.

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

    The
      Company has disclosed the maximum aggregate offering amount of common stock
      that
      may be sold in secondary offerings. The Company has also expanded and clarified
      the first paragraph to describe in more detail the initial transactions(s)
      in
      which securities were sold to selling securityholders.

    If
      you
      have any questions or comments, please feel free to contact me.

              Sincerely,

              KEATING MUETHING & KLEKAMP PLL

            By:
            /s/ Mark
              A. Weiss

               Mark
              A. Weiss

    MAW:slh

              cc:

              Donald
                C. Hunt, Attorney-Advisor