SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
January 29, 2010
 Mr. William R. Retterath Chief Financial Officer Daktronics, Inc. 201 Daktronics Drive Brookings, SD  57006
 RE: Form 10-K for the year ended May 2, 2009
  Forms 10-Q for the periods ended Au gust 1, 2009 and October 31, 2009
  Schedule 14A filed July 1, 2009
  File No. 0-23246

Dear Mr. Retterath:
We have limited our review to  those issues we have addressed in our comments.
If you disagree with a comment, we will c onsider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED MAY 2, 2009

Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 18

Liquidity and Capital Resources, page 29

1. We note your credit agreement contai ns certain covenants including the
maintenance of tangible net worth of at least $75 million, a minimum liquidity
ratio and a minimum adjusted fixed charge coverage ratio, among other
restrictions.  In future fili ngs, please ensure that you clearly disclose the specific
terms of any material debt covenants and whether you were in compliance with

Mr. William R. Retterath
Daktronics, Inc.
January 29, 2010 Page 2 of 5
the covenants as of the reporting date.  In addition, if it is reasonably likely that
you will not be in compliance with any of  your material debt covenants, please
disclose the required ratios/amounts as well as the actual ra tios/amounts as of
each reporting date.  This will allow readers to understand how much cushion there is between the requir ed ratios/amounts and the ac tual ratios/amounts.  Please
also consider showing the specific computations used to arrive at the actual
ratios/amounts with corresponding reconc iliations to US GAAP amounts, if
necessary.  See Sections I.D and IV.C of the SEC Interpretive Release No. 33-
8350.  Please show us in your supplemental response what the revisions will look like.
 Item 8 – Financial Statements and Supplementary Data, page 33

 Nature of Business and Summary of Si gnificant Accounting Policies, page 39

2. We note your overall decreases in net sales and net income for the six months ended October 31, 2009 as compared to the six months ended November 1, 2008,
specifically the significant decreases in your Commercial segment.  To the extent
that any of your reporting units have estimated fair values that are not
substantially in excess of the carrying va lue and to the extent that goodwill for
these reporting units, in the aggregate or individually, if impaired, could
materially impact your operating results, please provide the following disclosures
for each of these reporting units in future filings:
• Identify the reporting unit;
• The percentage by which fair value exceed s the carrying value as of the most-
recent step-one test;
• The amount of goodwill;
• A description of the assumptions that drive the estimated fair value;
• A discussion of the uncertainty associ ated with the key assumptions.  For
example, to the extent that you have included assumptions in your discounted
cash flow model that materially deviates from your historical results, please
include a discussion of these assumptions;
• A discussion of any potential events and/or circumstances that could have a
negative effect to the estimated fair value.
If you have determined that the estimated fair value substantially exceeds the
carrying value for all of your reporting units, please disc lose this determination.
Please also provide the above disclosures, as ap plicable, for any long-lived assets
or asset groups for which you have determin ed that fair value is not substantially
in excess of the carrying va lue and to the extent that the asset amounts, in the
aggregate or individually, could materially impact your operating results or total shareholder’s equity.  Please refer to Item 303 of Regulation S-K and Sections
216 and 501.14 of the SEC’s Codification of  Financial Reporting Policies for

Mr. William R. Retterath
Daktronics, Inc.
January 29, 2010 Page 3 of 5
guidance.  Please show us in your supplemental response what the revisions will look like.
 Item 15 - Exhibits and Financia l Statement Schedules, page 62

3. We note that you did not include the docum ents constituting your credit facility
with U.S. Bank National Association as an  exhibit to your a nnual report on Form
10-K.  Based on your disclosures in the Management’s Discussion and Analysis
section of the annual report, it appears that this credit faci lity represents a
potentially significant source of liqui dity for you, although we acknowledge you
disclosure in the annual re port that no amounts were outstanding under the credit
facility as of May 2, 2009.  We further note that you have filed the November 12,
2009 amendments to the credit facility vi a your current report on Form 8-K filed
on November 12, 2009.  To provide investor s with access to all of the documents
constituting the credit facility, please file all of the operative documents
constituting the credit facility, includi ng all of their operative exhibits and
schedules, with your next periodic report or, if you prefer, a current report on Form 8-K.

DEFINITIVE PROXY STATEMENT FILED JULY 1, 2009

 Fiscal Year 2009 Director  Compensation, page 8

Stock Ownership and Retention Guidelines, page 9

4. We note that your directors ha ve five years to meet the thresholds set forth in your
stock ownership guidelines.  In future f ilings, please disclose the then current
status of your directors’ compliance with your stock ownership guidelines.

Compensation Discussion and Analysis, page 10
Setting Executive Compensation, page 11

5. We note your disclosure that the compensation committee tries “to keep cash
compensation levels for executives in the lower one-third of the companies in the peer group list.”  With a view towards fu ture disclosure, please tell us where cash
compensation levels actually fell with respect to this goal.

Base Salary, page 12

6. With a view towards future disclosure, please provide us with a materially
complete discussion and analysis of the ad justments made to the base salaries of
your named executive officers for fiscal 2009.  In this regard, we note from the
summary compensation table that each of your named executive officers received

Mr. William R. Retterath
Daktronics, Inc.
January 29, 2010 Page 4 of 5
an increase.  In your resp onse, you should address the factors that went into
setting and adjusting the base salaries for fiscal 2009.
 Non-Equity-Based Incentive Compensation Plan, page 12

7. We note your disclosure that “[t]he maxi mum level of the bonus varies from 4.5
months’ compensation to 7 months’ compen sation for each officer.”  With a view
towards future disclosure, please tell us  how you define “compensation” for this
purpose.

8. With a view towards future disclosure, please provide us with a materially
complete discussion and analysis of how  you determined the amounts of the cash
incentive bonuses received by your named executive officers for fiscal 2009.  In doing so, you may wish to address how the committee determined the percentage of base salary used to determine the amount of the cash incentive for each named
executive officer.  In addition, you may wi sh to address where the actual cash
incentives received by the named executive officers fell with respect to the
percentages of base salary that they could receive.

9. With a view towards future disclosure, please provide us with a materially
complete discussion and analysis of how  you determined the size of the equity
award received by each of your named ex ecutive officers for fiscal 2009.  In
doing so, you may wish to address how the committee measured company performance for purposes of the equity award determinations.  In addition, you
may wish to address why the named executive  officers received equity awards of
different sizes.

Post-Employment Compensation, page 19

Potential Payments upon Termination of Empl oyment or Change in Control, page 19

10. In future filings, please add to the ta ble a row showing the total amount that
would be received by each named ex ecutive officer under each of the
circumstances covered by the table.

*    *    *    *

Please respond to these comments within  10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review.  Please file your supplemental response on EDGAR as a correspondence file.  Please understand that we may have additional comments after reviewing your responses to our comments.

Mr. William R. Retterath
Daktronics, Inc. January 29, 2010 Page 5 of 5
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information required under the Securities Ex change Act of 1934 and that they have
provided all information investors require fo r an informed decision.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
 • 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
 • 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.
   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Errol Sanderson, Financia l Analyst, at (202) 551-3746 or, in his
absence, Dietrich King, Staff Attorney, at (202) 551-3338 if you have any questions
regarding legal or disclosure matters.  Pleas e contact Jeffrey Gordon, Staff Accountant, at
(202) 551-3866 or, in his absence, Melissa Ro cha, Staff Accountant,  at (202) 551-3854 if
you have questions regarding comments on the fi nancial statements and related matters.

 Sincerely,
 Rufus Decker
 Accounting Branch Chief