SecProbe.io

CORRESP
1
filename1.htm

      LSI Letter to the SEC April, 2007

    LSI
      INDUSTRIES INC.

    10000
      Alliance Road

    Cincinnati,
      Ohio 45242

    April
      4,
      2007

    Via
      EDGAR & Regular Mail

    Mr.
      Jay
      Webb

    Mr.
      Dennis Holt

    Ms.
      Angela J. Crane

    Division
      of Corporation Finance

    U.S.
      Securities & Exchange Commission

    100
      F
      Street, M.E.

    Washington
      DC 20549

                Re:

                LSI
                  Industries Inc.

                Form
                  10-K for the Fiscal year ended June 30, 2006

                Filed
                  September 8, 2006

                File
                  No. 000-13375

    Dear
      Mr.
      Webb, Mr. Holt & Ms. Crane:

    We
      are
      responding to the Staff’s comment to the Annual Report on Form 10-K contained in
      the letter dated March 29, 2007. In responding to the Staff’s comment, we have
      utilized the heading and numbering system in the Staff’s letter. This letter has
      been filed with the Commission as correspondence through EDGAR.

    Form
      10-K for the period ending June 30, 2006

    Report
      of Independent Registered Public Accounting Firm, page
      S-15

              1.

              We
                note your financial statements contain an unsigned audit report for
                the
                fiscal year ended June 30, 2005. Please revise the filing to include
                a
                signed report of your Independent Registered Public Accounting Firm.
                Refer
                to Item 302 of Regulation S-T, which addresses signatures in electronic
                filings.

    Through
      counsel we have discussed with Mr. Webb that a clerical error in the EDGAR
      transmission caused the omission of the conformed signature of the report of
      the
      Independent Registered Public Accounting Firm. Attached to this filing is a
      copy
      of the signed report. We received the attached signed report, but through EDGAR
      conversion, did not provide the conformed signature in the EDGAR filing. The
      Company covenants that the report in its Form 10-K filing for the fiscal year
      ending June 30, 2007 will contain the conformed signature. It is my
      understanding that this response will satisfy the Commission’s concerns.

    In
      connection with responding to your comments, the Company acknowledges
      that:

              l

              the
                Company is responsible for the adequacy and accuracy of the disclosure
                in
                the filings;

        April
          4,
          2007

        Page
          2

                l

              Staff
                comments or changes to disclosure in response to staff comments do
                not
                foreclose the Commission from taking any action with respect to the
                filing; and

                l

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

    LSI
      INDUSTRIES INC.

    By:
      /s/ Ronald S. Stowell

    Ronald
      S.
      Stowell

    Vice
      President, CFO and Treasurer

    Attachment

    cc: Mr.
      F.
      Mark Reuter

        REPORT
          OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        Board
          of
          Directors and

        Shareholders
          of LSI Industries Inc.

        We
          have
          audited the accompanying consolidated balance sheet of LSI Industries Inc.
          (an
          Ohio Corporation) and subsidiaries as of June 30, 2005 and the related
          consolidated statements of income, stockholders’ equity, and cash flows for each
          of the two years in the period ended June 30, 2005. These financial statements
          are the responsibility of the Company’s management. Our responsibility is to
          express an opinion of these financial statements based on our
          audits.

        We
          conducted our audits in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audit to obtain reasonable assurance about whether the
          financial
          statements are free of material misstatement. An audit includes examining,
          on a
          test basis, evidence supporting the amounts and disclosures in financial
          statements. An audit also includes assessing the accounting principles
          used and
          significant estimates made by management, as well as evaluating the overall
          financial statement presentation. We believe that our audits provide a
          reasonable basis for our opinion.

        In
          our
          opinion, the consolidated financial statements referred to above present
          fairly,
          in all material respects, the financial position of LSI Industries Inc.
          and
          subsidiaries as of June 30, 2005 and the results of their operations and
          their
          cash flows for each of the two years in the period ended June 30, 2005
          in
          conformity with accounting principles generally accepted in the United
          States of
          America.

          We
            also
            have audited, in accordance with the standards of the Public Company
            Accounting
            Oversight Board (United States), the effectiveness of LSI Industries
            Inc.’s
            internal control over financial reporting as of June 30, 2005, based
            on criteria
            established in Internal
            Control - Integrated Framework
            issued
            by the Committee of Sponsoring Organizations of the Treadway Commission
            and our
            report dated August 19, 2005 expressed unqualified opinions
            therein.

          /s/
            Grant Thornton LLP

          Cincinnati,
            Ohio

          August
            19, 2005