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 LSI Industries Inc.

 10000 Alliance Road

 Cincinnati, Ohio 45242

 September 17, 2025

 Via Edgar

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: LSI Industries Inc. Acceleration Request

 Registration Statement on Form S-3
Filed September 12, 2025
 File No. 333-290202

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Act”), the registrant named below hereby requests that the effective date of the above-referenced Registration Statement on Form S-3 be accelerated to, and that the Registration Statement be declared effective at 4:00 p.m. (Washington D.C. time) on September 22, 2025 or as soon as practical thereafter, unless we or our outside counsel, Mark Reuter at Keating Muething & Klekamp request that such Registration Statement be declared effective at some other time. In this connection, the registrant acknowledges that it is aware of its responsibilities under the Act.

 Please contact Mark Reuter at Keating Muething & Klekamp at (513) 579-6469 if you have any questions concerning this matter.

 Very truly yours,

 LSI Industries Inc.

 By: /s/ Thomas A. Caneris

 Thomas A. Caneris

 Executive Vice President, Human Resources

 and General Counsel

 cc: Mr. Mark Reuter - Keating Muething & Klekamp PLL

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 17, 2025

James Clark
Chief Executive Officer
LSI INDUSTRIES INC
10000 Alliance Road
Cincinnati, Ohio 45242

 Re: LSI INDUSTRIES INC
 Registration Statement on Form S-3
 Filed on September 12, 2025
 File No. 333-290202
Dear James Clark:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Mark Reuter
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
February 14, 2023
James Galeese
Chief Financial Officer
LSI INDUSTRIES INC
10000 Alliance Road
Cincinnati, OH 45242
Re:LSI INDUSTRIES INC
Form 10-K for Fiscal Year Ended June 30, 2022
File No. 000-13375
Dear James Galeese:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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February 14, 2023

Via Edgar

Hugh West

Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

			Re:

			LSI Industries Inc.

Form 10-K for the fiscal year ended June 30, 2022

Filed September 9, 2022

File No. 000-13375

Dear Hugh West:

This letter responds to your letter, dated February 7, 2023, regarding our Form 10-K for the fiscal year ended June 30, 2022. Your comment is set forth below, followed by our response.

Form 10-K for the fiscal year ended June 30, 2022

Management's Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Financial Measures, page 26

1. We note that you reconcile EBITDA and Adjusted EBITDA to operating income. Please

revise your presentation in future annual and quarterly filings to reconcile these non-

GAAP measures to net income, the most directly comparable GAAP measure. Refer to

Item 10(e)(1)(i)(B) of Regulations S-K and Question 103.02 of the SEC’s Division of

Corporation Finance C&DIs on Non-GAAP Measures. This comment also applies to your

earnings releases furnished on Form 8-K.

Response: We acknowledge your comment and direction, and we will revise our presentation in future annual and quarterly reports and, as applicable, our Form 8-K reports to reconcile EBITDA and Adjusted EBITDA to net income.

You may contact me at (513) 793-3200 with any questions.

			Sincerely,

			LSI INDUSTRIES INC.

			By:

			/s/ James E. Galeese

			James E. Galeese

			Chief Financial Officer

cc: F. Mark Reuter, Keating Muething & Klekamp PLL

United States securities and exchange commission logo
February 7, 2023
James Galeese
Chief Financial Officer
LSI INDUSTRIES INC
10000 Alliance Road
Cincinnati, OH 45242
Re:LSI INDUSTRIES INC
Form 10-K for the fiscal year ended June 30, 2022
Filed September 9, 2022
File No. 000-13375
Dear James Galeese:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the fiscal year ended June 30, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 26
1.We note that you reconcile EBITDA and Adjusted EBITDA to operating income. Please
revise your presentation in future annual and quarterly filings to reconcile these non-
GAAP measures to net income, the most directly comparable GAAP measure. Refer to
Item 10(e)(1)(i)(B) of Regulations S-K and Question 103.02 of the SEC’s Division of
Corporation Finance C&DIs on Non-GAAP Measures. This comment also applies to your
earnings releases furnished on Form 8-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameJames Galeese
 Comapany NameLSI INDUSTRIES INC
 February 7, 2023 Page 2
 FirstName LastName
James Galeese
LSI INDUSTRIES INC
February 7, 2023
Page 2
            You may contact Mindy Hooker, Accountant, at (202) 551-3732 or Hugh West, Branch
Chief, at (202) 551-3872 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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LSI Industries Inc.

10000 Alliance Road

Cincinnati, Ohio 45242

September 15, 2022

Via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:         LSI Industries Inc. Acceleration Request

Registration Statement on Form S-3

Filed September 9, 2022

File No. 333-267377

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Act”), the registrant named below hereby requests that the effective date of the above-referenced Registration Statement on Form S-3 be accelerated to, and that the Registration Statement be declared effective at, 11:00 a.m. (Washington D.C. time) on September 20, 2022 or as soon as practical thereafter, unless we or our outside counsel, Mark Reuter at Keating Muething & Klekamp request that such Registration Statement be declared effective at some other time. In this connection, the registrant acknowledges that it is aware of its responsibilities under the Act.

Please contact Mark Reuter at Keating Muething & Klekamp at (513) 579-6469 if you have any questions concerning this matter.

			Very truly yours,

			LSI Industries Inc.

			By:

			/s/ Thomas A. Caneris

			Thomas A. Caneris

			Executive Vice President, Human Resources

			and General Counsel

cc:         Mr. Mark Reuter - Keating Muething & Klekamp PLL

United States securities and exchange commission logo
September 15, 2022
Thomas Caneris
Executive Vice President, Human Resources and General Counsel
LSI Industries Inc
10000 Alliance Road
Cincinnati, Ohio 45242
Re:LSI Industries Inc.
Registration Statement on Form S-3
Filed September 9, 2022
File No. 333-267377
Dear Mr. Caneris:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Mark Reuter

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LSI Industries Inc.

10000 Alliance Road

Cincinnati, Ohio 45242

September 25, 2019

Via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			Re:

			LSI Industries Inc. Accelereation Request

			Registration Statement on Form S-3

			Filed September 6, 2019

			File No. 333-233660

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Act”), the registrant named below hereby requests that the effective date of the above-referenced Registration Statement on Form S-3 be accelerated to, and that the Registration Statement be declared effective at, 11:00 a.m. (Washington D.C. time) on September 30, 2019 or as soon as practical thereafter, unless we or our outside counsel, Mark Reuter at Keating Muething & Klekamp PLL, request that such Registration Statement be declared effective at some other time. In this connection, the registrant acknowledges that it is aware of its responsibilities under the Act.

			Very truly yours,

			LSI Industries Inc.

			By:
			/s/ Thomas A. Caneris

			Thomas A. Caneris

			Senior Vice President, Human Resources

			and General Counsel

cc:     Mr. Mark Reuter - Keating Muething & Klekamp PLL

September 11, 2019
James A. Clark
Chief Executive Officer
LSI Industries Inc.
10000 Alliance Road
Cincinnati, Ohio 45242
Re:LSI Industries Inc.
Registration Statement on Form S-3
Filed September 6, 2019
File No. 333-233660
Dear Mr. Clark:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Dundas, Attorney Adviser, at (202) 551-3436 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       F. Mark Reuter, Esq.

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LSI Industries Inc.

 10000 Alliance Road

Cincinnati, Ohio 45242

October 4, 2016

Via Edgar

1933 Act Filing Desk

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

Re:
File No. 333-213527
Registration Statement on Form S-3

Filed September 7, 2016

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, the registrant named below hereby requests that the effective date of the Registration Statement on Form S-3, File No. 333-213527, be accelerated to, and that the Registration Statement be declared effective at, 4:00 p.m. (Washington D.C. time) on October 6, 2016 or as soon as practical thereafter.  In this connection, the registrant confirms that it is aware of its obligations under the Securities Act of 1933 and the Securities Exchange Act of 1934 as such obligations relate to the proposed offering of securities.

In addition, the registrant acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

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

•

the registrant may not assert staff comments and 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.

Very truly yours,

LSI Industries Inc.

By:/s/ Ronald S. Stowell

Ronald S. Stowell

Vice President and Chief Financial Officer

cc: Mr. Mark Reuter (Keating Muething & Klekamp PLL)

March 13, 2014

Via E-mail
Mr. Ronald S. Stowell
Chief Financial Officer
LSI Industries, Inc.
10000 Alliance Road
Cincinnati, Ohio 45242

Re: LSI Industries, Inc.
Form 10 -K for the Fiscal Year Ended June 30, 2013
File No. 000-13375
Filed September 6, 2013

Dear Mr. Stowell :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action wi th respect to the company or its  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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director

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March 13, 2014

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.                                                                                     filed via EDGAR submission

Washington, D.C. 20549

Re:          LSI Industries Inc.

Form 10-K for the Fiscal Year Ended June 30, 2013

File No. 000-13375

Filed September 6, 2013

Dear Mr. Spirgel,

This letter supplements our letter dated March 12, 2014 submitted in response to the SEC comment letter dated March 6, 2014 that was recently received by LSI Industries.

This confirms that in future filings LSI Industries shall identify the impact on net income from the reversal of the contingent Earn-out liability as a separate line item under “Non-cash items included in net income (loss).”

You may contact me by telephone at (513) 793-3200 if you wish to discuss further.

Sincerely,

LSI INDUSTRIES INC.

By:      /s/ Ronald S. Stowell

    Ronald S. Stowell

    Vice President, Chief Financial Officer and Treasurer

cc:  F. Mark Reuter, Esq. (Keating, Muething & Klekamp PLL)

   Matt Jessup (Grant Thornton LLP)

   Robert S. Littlepage (Securities and Exchange Commission)

CORRESP
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March 12, 2014

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.                                                                                     filed via EDGAR submission

Washington, D.C. 20549

Re:          LSI Industries Inc.

Form 10-K for the Fiscal Year Ended June 30, 2013

File No. 000-13375

Filed September 6, 2013

Dear Mr. Spirgel,

This letter is in response to the SEC Comment Letter dated March 6, 2014 that was recently received by LSI Industries. For convenience of reference, we have set forth the text of the staff’s comment below in bold.

Form 10-K for the Year Ended June 30, 2013

Consolidated Statements of Cash Flows, page F-23

1.           With respect to the reconciling amounts reported under “Non-cash items included in net income (loss),” it is unclear to us why you reported the net change in the allowance for doubtful accounts and the net change in the inventory obsolescence reserve rather than the actual non-cash charges to net income, as disclosed under “Additions charged to costs and expenses’’ in the financial statement schedule (Schedule II) on page F-44. Please also explain to us why you did not identify as a separate line-item under “Non-cash items included in net income (loss)” the non-cash impact on net income from the reversal of the contingent earn-out liability.

Response:

The Comment Letter raised two questions related to the LSI Industries Consolidated Statements of Cash Flows. The first was related to our disclosure of two non-cash items included in net income (loss): the net change in the Allowance for Doubtful Accounts, and the net change in

Mr. Larry Spirgel

Securities and Exchange Commission

March 12, 2014

Page 2

the Inventory Obsolescence Reserve. We agree with the Staff’s comment that the amounts reported on these line items on the Statements of Cash Flows should be the actual non-cash charges to net income as disclosed under “Additions charged to costs and expenses” on the financial statement Schedule II appearing on page F-44 of our Form 10-K. This change/reclassification has been made in our 9/30/13 and 12/31/13 Form 10-Qs for all periods reported, and we intend to continue this reclassification in our 3/31/14 Form 10-Q and our 6/30/14 Form 10-K. Net cash flows provided by (used in) operating activities does not change as a result of this reclassification. See Attachment A to this letter to see the revised line item disclosures for fiscal years 2013, 2012 and 2011. We propose that we continue to make these reclassifications for all periods of fiscal 2013 and prior when they are reported in all future filings.

The second question raised in the Comment Letter related to why we did not identify the impact on net income from the reversal of the contingent Earn-out liability as a separate line item under “Non-cash items included in net income (loss).” We included the impact of the reversal of the Earn-out liability on the line item titled “Accrued expenses and other” under the section of the cash flow statements titled “Change in certain assets and liabilities, net of acquisitions.” Although not specifically presented as a non-cash item, the change in the contingent Earn-out liability is adequately and appropriately disclosed in accordance with ASC 805-30-50-4 in Footnote 13 – Commitments and Contingencies to our Consolidated Financial Statements. We believe additional disclosure of the contingent Earn-out liability adjustment as a separate line item under “Non-cash items included in net income (loss)” would not be significant and would not provide additional information to investors and other users of the financial statements. The enclosed Attachment A does indicate how the Consolidated Statements of Cash Flows would be revised if we were required to identify the reversal of the contingent Earn-out liability as a non-cash item. However, we do not believe this is significant and therefore propose no reclassification of this item in any filings LSI Industries makes with the SEC.

We acknowledge the following items with the submittal of our response:

●

LSI Industries is responsible for the adequacy and accuracy of disclosures in our SEC filings;

●

SEC Staff comments or changes to disclosures in response to SEC Staff comments do not foreclose the Commission from taking any action with respect to our Form 10-K filing; and

●

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

Mr. Larry Spirgel

Securities and Exchange Commission

March 12, 2014

Page 3

You may contact me by telephone at (513) 793-3200 or by email if you have any questions regarding this response to the Comment Letter.

Sincerely,

LSI INDUSTRIES INC.

By:      /s/ Ronald S. Stowell

    Ronald S. Stowell

    Vice President, Chief Financial Officer and Treasurer

cc:  F. Mark Reuter, Esq. (Keating, Muething & Klekamp PLL)

   Matt Jessup (Grant Thornton LLP)

   Robert S. Littlepage (Securities and Exchange Commission)

ATTACHMENT A

LSI Industries Inc.

Select Line Items of the Cash Flow Statements

2013

2012

2011

Non-cash items included in net income (loss)

  Allowance for doubtful accounts [as reported]

(39
)

(445
)

427

  Reclassification to Accounts and notes receivable

A

308

805

756

  Allowance for doubtful accounts [revised]

269

360

1,183

  Inventory obsolescence reserve [as reported]

931

343

276

  Reclassification to Inventories

B

2,026

1,110

1,146

  Inventory obsolescence reserve [revised]

2,957

1,453

1,422

  Earn-out liability [as reported]

-

-

-

  Reclassification from Accrued expenses and other

C

(897
)

0

0

  Earn-out liability [revised]

(897
)

0

0

Change in certain assets and liabilities, net of acquisitions

  Accounts and notes receivable [as reported]

(1,540
)

1,010

(10,147
)

  Reclassification from Allowance for doubtful accounts

-A

(308
)

(805
)

(756
)

  Accounts and notes receivable [as revised]

(1,848
)

205

(10,903
)

  Inventories [as reported]

(1,748
)

8,894

(10,492
)

  Reclassification from Inventory obsolescence reserve

-B

(2,026
)

(1,110
)

(1,146
)

  Inventories [revised]

(3,774
)

7,784

(11,638
)

  Accrued expenses and other [as reported]

747

(1,299
)

645

  Reclassification to Earn-out liability

-C

897

0

0

  Accrued expenses and other [revised]

1,644

(1,299
)

645

Net cash flows provided by (used in) operating activities [as reported]

8,850

24,360

(3,806
)

Effect of the above reclassifications

sum of As, Bs, Cs

0

0

0

Net cash flows provided by (used in) operating activities [after revision]

8,850

24,360

(3,806
)

March 6, 2014

Via E-mail
Mr. Ronald S. Stowell
Chief Financial Officer
LSI Industries, Inc.
10000 Alliance Road
Cincinnati, Ohio 45242

Re: LSI Industries, Inc.
Form 10 -K for the Fiscal Year Ended June 30, 2013
File No. 000-13375
Filed September 6, 2013

Dear Mr. Stowell :

 We have reviewed your filing and have the following comment.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.   Please provide us with the requested information so
we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe our comment appl ies to your facts and circumstances, please tell us why in your
response.

After reviewing the information you provide in respons e to this comment , we may have
additional comments.

Form 10 -K for the Year Ended June 30, 2013

Consolidated Statements of Cash Flows, page F -23

1. With respect to the reconciling amounts reported under “Non -cash items included in net
income (loss),” it is unclear to us why you  reported the net change in the allowance for
doubtful accounts and the net change in the inventory obsolescence reserve rather than
the actual non -cash charges to net income, as disclosed under “Additions charged to costs
and expenses ’’ in the financial statement schedule ( Schedule II ) on page F -44.  Please
also explain to us why you did not identify as a separate line -item under “Non -cash items
included in net income (loss)” the non -cash impact on net income from the reversal of the
contingent earn -out liability.

Mr. Ronald S. Stowell
LSI Industries, Inc.
March 6, 2014
Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 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.

You may contact Kathryn Jacobson , Senior Staff Accountant, at (202) 551 -3365 or
Robert S. Littlepage, Accountant Branch Chief , at (202) 551 -3361 if you have questions
regarding comments on the financial statements and related matters.  Please contact me at (202)
551-3810 with any other ques tions.

Sincerely,

/s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director

December 2, 2010
 Mr. Robert J. Ready Chairman of the Board and Chief Executive Officer
LSI Industries Inc.
10000 Alliance Road Cincinnati, Ohio 45242
Re: LSI Industries Inc.
Form 10-K for Fiscal Year Ended June 30, 2010 Filed September 8, 2010 Definitive Proxy Statement Filed October 1, 2010 File No. 000-13375
 Dear Mr. Ready:

We have completed our review of your filings and do not have any further comments at this
time.
Sincerely,
     /s/ Robert Bartelmes for
                                                               Larry Spirgel
        A s s i s t a n t  D i r e c t o r

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Via EDGAR

November 24, 2010

Mr. Joseph Cascarano

Mr. Jonathan Groff

Ms. Ivette Leon

Mr. Larry Spirgel

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3720

100 F Street, N.E.

Washington, D.C. 20549

Re:          LSI Industries Inc.

Form 10-K for Fiscal Year Ended June 30, 2010

Filed September 8, 2010

Definitive Proxy Statement

Filed October 1, 2010

File No. 000-13375

Ladies and Gentlemen:

We have received and reviewed your letter dated November 17, 2010 related to the above-referenced filings of LSI Industries Inc. (“LSI” or the “Company”).  In accordance with your request, we have responded to each of the comments included in your letter.  Our responses to each of the items noted in your letter are detailed below and are keyed to the numerical order of your comments. This letter has been filed with the Commission as correspondence through EDGAR.

Form 10-K for the Year Ended June 30, 2010

Exhibits and Financial Statement Schedules, page 19

1.

We note that you generated 17% of your revenues in fiscal 2010 from a project with 7-Eleven.  Please disclose the material terms, and file as exhibits, your contracts or agreements with 7-Eleven.  See Item 601(b)(10) of Regulation S-K.

November 24, 2010

Page 2 of 5

Response:

The Company respectfully submits to the staff that it does not consider its agreements relating to the project with 7-Eleven, Inc. (the “Customer”) to which you refer (the “Contracts”) to be those of the type required to be filed pursuant to Regulation S-K Item 601(b)(10), nor does the Company believe that the material terms of the Contracts are required to be disclosed.

The Company entered into the Contracts in its ordinary course of business and the Company’s business is not substantially dependent on the Contracts. See Regulation S-K Item 601(b)(10)(ii)(B). Specifically, the Contracts relate to a program in which the Company is replacing traditional canopy, site and sign lighting with solid-state LED lighting (the “Program”). See page F-1. The Company’s business focuses on developing and manufacturing lighting, graphics and related products, including the solid-state LED products in the Program. As such, the Contracts represent the kind of arrangements in which the Company regularly engages with its customers and are entered into the ordinary course of business.

Additionally, even though the Program accounted for a certain percentage of the Company’s revenues for fiscal 2010, the Company does not consider its business to be substantially dependent on the Contracts. The Company discloses that it expects to continue to make sales to the Customer pursuant to orders received for non-petroleum convenience stores to be converted primarily in the first nine months of fiscal year 2011. See page F-4. However, the Company cannot substantially depend on business from the Customer because sales of its products generally are cyclical in nature and are impacted by the capital investment decisions of customers generally which are, in turn, influenced by factors which may be beyond the Company’s control. While the Company has developed a close, long-standing relationship with the Customer, particularly through its offering of innovative products and high-quality services, including, but not limited to, programs similar to the Program, the Company has earned the confidence of other customers in other significant programs. BP, Chevron Texaco, ExxonMobil, Shell, Burger King, Dairy Queen, Taco Bell, Wendy’s, Best Buy, CVS Caremark, Target Stores, Wal-Mart Stores, Inc., Chrysler, Ford, General Motors, Nissan, and Toyota serve as examples of such other customers.

Going forward, we will continue to assess whether our business is substantially dependent upon any one contract such that an exhibit is required under Regulation S-K Item 601(b)(10), and if so, we will describe the material terms of such a contract in necessary detail in our disclosure.

Definitive Proxy Statement

Principal Shareholders, page 2

November 24, 2010

Page 3 of 5

2.

Please also tell us why you aggregate the securities holdings of Messrs. Miller, Feeney and Kelly and report those holdings as a group in your Principal Shareholders and Directors and Executive Officers tables.

Response:

On July 22, 2009 the Company simultaneously entered into and consummated the transactions contemplated by a Purchase and Sale Agreement (the “Purchase Agreement”) with LSI Acquisition Inc., an Ohio corporation and wholly owned subsidiary of the Company (“Buyer”), ADL Technology Inc., an Ohio corporation (“ADL Technology”), ADL Engineering Inc., an Ohio corporation (“ADL Engineering”), Craig A. Miller, Kevin A. Kelly, and David T. Feeney (collectively, the “Shareholders”).  Pursuant to the Purchase Agreement, the Buyer acquired substantially all of the assets of each of ADL Engineering and ADL Technology (collectively, the “Acquired Companies”). The Company understands that the Shareholders were the sole equity owners of the Acquired Companies. The purchase price for the acquisition of the non-real estate assets of Acquired Companies consisted in part of 2,469,676 unregistered shares of LSI Common Stock, 1,372,062 of which were deposited pursuant to an escrow agreement. On or about July 22, 2009, the Shareholders reported their acquisition and ownership of such shares on one consolidated Schedule 13D report which included as an exhibit thereto a Joint Filing Agreement.

Executive Compensation, page 12

Annual Cash Incentives, page 16

3.

To the extent that performance goals you set going-forward include numerical targets, please disclose these targets.  In addition, please disclose all material personal and company goals considered in determining annual cash incentive awards.  See Item 402(b)(2)(v) of Regulation S-K.

Response:

In the event and to the extent that the Company going-forward sets performance goals including numerical targets, it will disclose such targets as required by Regulation S-K Item 402(b)(2)(v). The Company shall also disclose all material personal and Company goals considered in determining annual cash incentive awards as required by Regulation S-K Item 402(b)(2)(v). The Company respectfully notes that the bonus awards disclosed were discretionary and were based generally upon results achieved by the business as a whole without regard to specific personal and/or Company goals.

Summary Compensation Table, page 20

4.

In your response letter, please provide your analysis as to why you report your cash incentive awards in the Bonus column of your Summary Compensation Table, instead of reporting such awards in the Non-Equity  Incentive Plan Compensation column.  See Item 402(c)(2)(vii) of Regulation S-K, and Question 119.02 of the Compliance & Disclosure Interpretations (last updated September 17, 2010), available on our website at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

November 24, 2010

Page 4 of 5

Response:

The Company respectfully submits that the cash incentive awards reported in the Bonus column of the Summary Compensation Table are appropriately characterized as bonus payments and may, in fact, be mischaracterized if reported under the Non-equity Incentive Compensation Plan column. The Company understands from referenced Question 119.02 of the Compliance & Disclosure Interpretations (last updated September 17, 2010) that in order to be reported in the Non-equity Incentive Plan Compensation column (column (g)) pursuant to Item 402(c)(2)(vii), the bonus would have to be pursuant to a plan providing for compensation intended to serve as incentive for performance to occur over a specified period that does not fall within the scope of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment. The Company also understands from the referenced Question that the outcome with respect to the relevant performance target must be substantially uncertain at the time the performance target is established and the target is communicated to the executives. As the cash awards disclosed were discretionary and were based generally upon results achieved by the business as a whole without regard to specific personal and/or Company goals and are not awarded in the context of the requirements described above, the Company does not believe that the bonus awards meet the criteria required to be reported in the Non-equity Incentive Compensation Plan column.

Going forward, we will continue to refer to Question 119.02 of the Compliance & Disclosure Interpretations (last updated September 17, 2010) in connection with our analysis with the appropriate reporting of our cash awards.

Corporate Governance, page 27

5.

Please also tell us how Mr. Gary P. Kreider meets the board independence standards set forth by NASDAQ rules.

Response:

The Company’s Board of Directors has affirmatively determined that Mr. Kreider meets the independence requirements of NASDAQ Listing Rule 5605(a)(2). Specifically, Mr. Kreider has none of the relationships that would preclude the Board from determining that he is independent. The Company notes that Mr. Kreider is a not a person who meets any of the definitions set forth in Rule 5605(a)(2)(A) through (F): (A) he has never been an employee of the Company; (B) he has never received compensation from the Company other than in connection with Board service; (C) none of his family members has been employed by the Company; (D) the Company has not made payments to Keating Muething & Klekamp (“KMK”) for legal services in excess of the greater of $200,000 or 5% of KMK’s consolidated gross revenues for any year; (E) neither he nor any of his family members has any compensation committee interlocking relationships; and (F) neither he nor any of his family members has any relationships with the Company’s outside auditor.

November 24, 2010

Page 5 of 5

Company Acknowledgements

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

·

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

·

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.

We trust that the foregoing sufficiently addresses your comments. LSI appreciates any opportunity to discuss any comments or questions you may have in advance of any written response the staff may intend to provide in connection with the above. If there is a need for additional information or clarification, please contact me at (513) 793-3200.

Sincerely,

LSI INDUSTRIES INC.

By:

/s/ Ronald S. Stowell

Ronald S. Stowell

Vice President, Chief Financial Officer and Treasurer

cc:  F. Mark Reuter, Esq.

November 17, 2010
 Mr. Robert J. Ready Chairman of the Board and Chief Executive Officer
LSI Industries Inc.
10000 Alliance Road Cincinnati, Ohio 45242
Re: LSI Industries Inc.
Form 10-K for Fiscal Year Ended June 30, 2010 Filed September 8, 2010 Definitive Proxy Statement Filed October 1, 2010 File No. 000-13375
 Dear Mr. Ready:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days and indicate that you will
comply with our comments in future filings.  Confirm in writing that you will do so and also
explain to us how you intend to comply.  If  you do not believe our comments apply to your
facts and circumstances or do not believe complia nce in future disclosure is appropriate,
please tell us why in your response.
   After reviewing the information you provide  in response to these comments, we may
have additional comments.             Form 10-K for the Year Ended June 30, 2010

Exhibits and Financial Statement Schedules, page 19

1. We note that you generated 17% of your revenu es in fiscal 2010 from a project with
7-Eleven.  Please disclose the material term s, and file as exhibits, your contracts or
agreements with 7-Eleven.  See It em 601(b)(10) of Regulation S-K.

Mr. Robert J. Ready
LSI Industries Inc. November 17, 2010 Page 2  Definitive Proxy Statement

 Principal Shareholders, page 2

2. Please also tell us why you aggregate the securities holdings of Messrs. Miller,
Feeney and Kelly and report those holdings as a group in your Principal Shareholders
and Directors and Execu tive Officers tables.
 Executive Compensation, page 12

 Annual Cash Incentives, page 16

3. To the extent that performance goals you se t going-forward include numerical targets,
please disclose these targets.  In additi on, please disclose all material personal and
company goals considered in determining annual cash incentive awards.  See Item 402(b)(2)(v) of Regulation S-K.

Summary Compensation Table, page 20

4. In your response letter,  please provide your analysis as to why you report your cash
incentive awards in the Bonus column of your Summary Compensation Table, instead
of reporting such awards in  the Non-Equity Incentive Plan Compensation column.
See Item 402(c)(2)(vii ) of Regulation S-K, and Ques tion 119.02 of the Compliance &
Disclosure Interpretations (last update d September 17, 2010), available on our
website at  http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

Corporate Governance, page 27

5. Please also tell us how Mr. Gary P. Krei der meets the board independence standards
set forth by NASDAQ rules.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• 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.

Mr. Robert J. Ready
LSI Industries Inc. November 17, 2010 Page 3
You may contact Joseph Ca scarano, Staff Accountant, at 202-551-3376 or Ivette
Leon, Assistant Chief Accountant, at 202- 551-3351 if you have questions regarding
comments on the financial statements and related matters.  Please contact Jonathan Groff, Staff Attorney, at 202-551-3458 or me at 202-551-3810 with any other questions.

Sincerely,
     /s/ Robert Bartelmes for
                                                               Larry Spirgel
        A s s i s t a n t  D i r e c t o r

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 3720
September 9, 2009

Mr. Ronald S. Stowell Chief Financial Officer LSI Industries, Inc. 10000 Alliance Road Cincinnati, Ohio 45242
 RE: LSI Industries, Inc.
Form 10-K for Fiscal Year  Ended June 30, 2008
  Filed September 15, 2008
File No. 0-13375

Dear Mr. Stowell:   We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.             S i n c e r e l y ,             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
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Correspondence

July 8, 2009

Mr. Michael Fay, Mr. Carlos Pacho, Mr. Larry Spirgel, Ms. Melissa Hauber,

Mr. Robert S. Littlepage, Jr., Mr. John Harrington, Ms. Celeste Murphy

Securities and Exchange Commission

Division of Corporation Finance, Mail Stop 3720

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    LSI Industries Inc. Form 10-K for Fiscal Year Ended June 30, 2008 and Form 10-Q
for Fiscal Quarter Ended December 31, 2008; File No. 0-13375

Ladies and Gentlemen:

In response to the Staff’s request during our conference call on June 30, 2009, we are
submitting this additional response regarding LSI’s business segment reporting based on your
suggestion that two of our lighting companies (operating segments named LSI MidWest Lighting and
LSI Lightron) be separated out of the current Lighting Segment and aggregated into a second
reportable Lighting Segment. We respectfully and strongly disagree with this suggestion, believe
that the fact pattern you apparently considered in connection with your suggestion is not
appropriate for LSI’s business segment reporting, and that the suggested reportable business
segment structure is not reflective of how the business is managed and performance assessed.

Both LSI’s Chief Operating Decision Maker (CODM) and its President of the Lighting Segment
manage the entire lighting business as one lighting entity as we previously have discussed
with the Staff. The Lighting Product catalog which was sent to the Staff for review on or about
July 6, 2009 clearly indicates one complete lighting product offering is presented to the
marketplace without regard to the identity of the facility manufacturing the light fixture. LSI
manufacturing management decides where to manufacture the light fixtures based upon both the
particular products involved and current levels of capacity utilization. The discrete financial
information package provided to the CODM does not enter into this decision. For example, during a
period of significant sales to the nation’s largest national retailer, LSI fulfilled product from
four lighting facilities and produced at least two of the highest volume light fixtures
simultaneously in two manufacturing facilities, each of which would fall into different reportable
lighting business segments under the Staff’s suggested segment structure. To separate this
one transaction and report results in two different reportable business segments would both
confuse investors and cause LSI extraordinary burden and cost. Such bifurcation is not reflective
of LSI’s total performance under the contract and other contracts of this nature.

Over the years as subsidiary entities were acquired, they were added to the financial package
that the CODM receives. Nothing was eliminated from this financial package, even though much of it
was not and is not used by the CODM. The CODM manages the overall corporate-wide strategic
direction of the business with primary reliance on the following items in the monthly financial
package: LSI consolidated net sales, net income, earnings per share and cash flow; LSI
consolidated balance sheet elements of cash, receivables, DSO statistics, inventory, inventory
turns and long-term debt; net sales and operating income of the Lighting and Graphics Segments.
The additional information in the CODM’s financial package mimimally complements his hands-on
management style and operating commentary received from his functional staff (Segment Presidents,
Sales, Manufacturing, Human Resources, Accounting, MIS, Procurement, etc.).

Our discussions with the Staff have caused us to reevaluate the contents of the CODM’s
financial package, and to determine what information is necessary for the CODM to effectively make
decisions about resource allocations and to assess segment performance. As a result of this
evaluation, we determined that certain information historically included in the CODM’s financial
package was not being used for these purposes. The CODM’s financial package, in the format that was provided to and reviewed by the
Staff, will not be sustained going forward. The following information has already been eliminated:
discrete financial information of individual operating segments (the separate legal entities), and
all “Enhanced Results.” The information that has been eliminated from the CODM’s financial package
was not helpful to managing the business or making strategic decisions and was included merely as a
carry forward from a time when the business was growing due to acquisitions. The CODM will receive
consolidated reportable business segment information only (which will flow directly into the
reportable business segment disclosures). This will be true for the financial package for the
fiscal year ended June 30, 2009 and therefore will impact the Form 10-K to be filed for fiscal
2009. As the 2009 presentation will reflect our current proposed view, any change to the 2008
financial statements and segment disclosures would be of limited usefulness.

While we are no longer reporting “Enhanced Results,” we believe that based upon the guidance
in SFAS No. 131, paragraph 30, that Enhanced Results were not determined in accordance with the
measurement principles most consistent with those used in preparing LSI’s consolidated financial
statements, and accordingly, that it would be inappropriate under the literature to use them as a
basis for presentation. Enhanced Results were a weakly supported and casual attempt to eliminate
the considerable management structure and manner in which LSI goes to the customer market and give
a brief glimpse (subject to the myriad of assumptions, cost sharing and allocations) of what a
facility’s results might have been if those LSI operating segments had been dealing directly with
customers — which they most certainly are not. Of the five lighting entities, only LSI Ohio is
equipped to deal directly with customers. Enhanced Results presented a what-if fictional scenario,
were not audit-worthy, were never subjected to any audit or review procedures, were not
calculated consistently from one year to the next or necessarily from one LSI company to the next,
appeared on only two of the 100+ pages of the CODM financial package and were not supported by
income or cash flow statements or corresponding balance sheets. We do not believe Enhanced Results
represent numbers that were solidly based upon the business transactions that are captured by LSI’s
accounting systems. Enhanced Results were created prior to our fiscal year 2006, after our
lighting operations were streamlined and consolidated, in an attempt to provide some comparability
to periods prior to these changes. As Enhanced Results will no longer be presented to the CODM
because they are not relevant, fiscal 2009 results could not be reported with Enhanced Results,
which also means in the June 30, 2009 Form 10-K, neither would fiscal 2008 or 2007 results.

LSI would be put in a position of considerable competitive disadvantage if the product lines
produced by MidWest Lighting and Lightron were reported together in a second lighting segment for
all lighting competitors to see. In an already competitive lighting market, the largest lighting
companies in the industry would receive detailed product line performance information from LSI and
would be able to achieve unfair competitive advantage. None of the large lighting companies are
subject to this micro level of external reporting: Cooper Industries (Electrical Products
$5.1 Billion; Tools $0.8 Billion); Hubbell Incorporated (Electrical $2.0 Billion; Power
$0.7 Billion); Acuity ($2.0 Billion, apparently all one unnamed reportable business
segment) —  then there is LSI Industries (approximately $300 million reported in four or five
business segments, which includes an All Other Category).

We believe investors would be confused by the segment structure suggested by the SEC Staff in
which MidWest and Lightron would be pulled out into a second reportable lighting segment, and that
they would be misled if results of these two lighting facilities were to be included in the All
Other Category. We believe confusion would stem from not having succinct reporting regarding total
lighting sales and operating results. We believe investors would tend to add the two lighting
business segments together to determine total lighting results, but in so doing, would calculate an
incorrect and overstated total. Further, if MidWest and Lightron were culled out of our Lighting
Segment and placed into the All Other Category, those lighting net sales and results would be
hidden from investors and they could be misled into thinking that LSI’s total lighting business was
as reported in the reported Lighting Segment that includes only LSI Ohio Ops, LSI Metal Fabrication
and LSI Greenlee Lighting. In either situation, this would bring less clarity and more
confusion. We believe analysts who follow LSI and publish written reports would find the Staff’s suggested new segment
structure (two Lighting Segments, Graphics, Technology and an All Other Category) far too difficult
for a company our size, that it would create significant additional work for them and that it would
be confusing to their investor audiences. LSI has worked hard to establish the interest of
respected security analysts and institutional investors. We are truly concerned that by making LSI
difficult to understand that we risk losing this independent and objective input from the financial
community. Such a loss would obviously be detrimental to current and prospective shareholders of
LSI. So who is served by the segment structure suggested by the Staff?

2

Neither MidWest nor Lightron have an appropriate balance sheet to disclose identifiable assets
that would be related to purported customer sales reported in the Staff’s second lighting segment.
For example, there are no customer receivables, no bad debt reserves and the discrete income
statements for these two operating segments do not reflect any bad debt expense —  all because
100% of their sales are intercompany sales to LSI Ohio Ops. Creating these items for MidWest and
Lightron, when combined into either a second reportable lighting segment or into the All Other
Category, would represent an undue hardship, is not available on a historical basis and would cause
extraordinary burden and cost. Once again, the point is that LSI manages, operates, and goes to
market with only one lighting entity.

In summary, we believe the Staff would engage in a severe disservice to the investing public
by forcing LSI to use its suggested reportable business segment structure. Any disaggregation of
our proposed Lighting Segment would not be consistent with the way our CODM manages the business.
We are restructuring the CODM financial package to provide only the information the CODM uses to
make decisions regarding resource allocation and to assess performance. Discrete financial
information by operating segment will not be included in the CODM financial package. We believe
the Staff’s suggested segment reporting structure would provide less clarity and would confuse
investors. Additionally, LSI would suffer immeasurable competitive harm. Based on all of the
foregoing and considering also the information in the CODM financial package that the CODM uses to
manage the business and the changes/elimination of data from the CODM financial package, the
following reportable business structure with a single Lighting Segment as earlier proposed by LSI
in accordance with FAS No. 131 should, in our view, be implemented:

    Lighting Segment

    Graphics Segment

    Technology Segment

    All Other Category

    LSI Ohio Ops

    Grady McCauley

    LSI Saco Technologies

    LSI Marcole

    LSI Metal Fabrication

    LSI Retail Graphics

    LSI Images

    LSI MidWest Lighting

    LSI Integrated Graphics

    LSI Adapt

    LSI Lightron

    Corporate Admin Expense

    LSI Greenlee Lighting

We respectfully request a telephone conference call, to include LSI’s CODM, with the SEC Staff on
this critical subject of LSI’s reportable business segment structure at your earliest convenience.
Given the importance of this business segment reporting matter to LSI, we would feel compelled to
pursue this to a higher level decision maker in the SEC should you decide not to agree with our
position after the telephone conference call.

    Sincerely,

    /s/ Ronald S. Stowell

    Ronald S. Stowell

    Vice President, Chief Financial Officer &
Treasurer

    cc:

    F. Mark Reuter Esq.

Robert J. Ready (LSI Chairman, CEO & President)

3

CORRESP
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Correspondence

Via EDGAR

June 15, 2009

Mr. Larry Spirgel

Ms. Melissa Hauber

Mr. Robert S. Littlepage, Jr.

Mr. John Harrington

Ms. Celeste Murphy

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3720

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    LSI Industries Inc. Form 10-K for Fiscal Year Ended June 30, 2008

    Filed on September 15, 2008
and Form 10-Q for Fiscal Quarter Ended
December 31,
2008 File No. 0-13375

Ladies and Gentlemen:

In response to the Staff’s request during our conference call on May 13, 2009, we have prepared the
following overview of our application of the aggregation for operating segments under paragraph 17
of FASB Statement 131 Disclosures about Segments of an Enterprise and Related Information (FAS 131)
for the fiscal year ended June 30, 2008. Included as Appendix A is a schedule detailing financial
information for each operating segment in a format that shows a Lighting segment, a Graphics
segment, a Technology segment, and an “All Other” category. The amounts for each operating segment
in Appendix A have been accumulated from our discrete financial information, and Appendix A
summarizes the proposed quantitative footnote presentation of our reportable segments. Some of the
amounts in this Appendix A will not agree to the Appendix A previously provided to the Staff
because (a) we
have corrected the errors associated with our revised goodwill conclusions communicated to the
Staff on June 8, 2009, and (b) we have corrected a number of reclassifications that had been made
between operating segments in error in the previous version.

1

Background:

LSI provides graphics and lighting products and professional services to its customers. In
applying paragraph 10 of FAS 131, LSI identified twelve operating segments. Each operating segment
represents a separate legal entity that engages in business activities for which discrete financial
information is provided to the CEO (the Chief Operating Decision Maker of LSI; “CODM”) on a regular
basis. LSI has grown its business through acquisition of each of these separate legal entities,
which have been integrated over the years in order to provide its customers with a complete image
solution. As discussed in further detail below, while LSI historically presented two reportable
segments, Graphics and Lighting, based upon our conversations with the Staff, management has
preliminarily concluded that the Company should report three reportable segments and an “All Other”
category as follows:

    Products Produced/Sold

    Lighting Reportable Segment

    LSI Ohio

    Lighting

    LSI Metal Fabrication

    Lighting (parts only)

    LSI MidWest Lighting

    Lighting

    LSI Lightron

    Lighting

    LSI Greenlee Lighting

    Lighting

    Graphics Reportable Segment

    Grady McCauley

    Graphics

    LSI Retail Graphics

    Graphics

    LSI Integrated Graphics

    Graphics

    Technology Reportable Segment

    LSI Saco Technologies

    Screens

    All Other Category

    LSI Marcole

    Lighting

    LSI Images

    Menu boards

    LSI Adapt

    Installation

    Corporate Administration

    N/A

Graphics Reportable Segment:

The Graphics Reportable Segment is comprised of three operating segments: Grady McCauley, LSI
Integrated Graphics and LSI Retail Graphics. Each operating segment represents a graphics factory
in a separate state tax jurisdiction. All three locations are under the direction and management
of the Graphics Segment President, who also oversees the strategic direction of the Graphics
Segment. The Graphics Segment President reports directly to the CODM. There is a controller at
each of these operating segments who provides financial results to the Graphics Segment President.

2

In applying paragraph 17 of FAS 131, we considered the economic characteristics of each Graphics
operating segment. The following are the gross margin percentages of the three operating segments
included in the Graphics Reportable Segment.

Graphics Segment Gross Margins

LSI Grady McCauley

LSI Retail Graphics

LSI Integrated Graphics

    FY2009*

    9.6
    %

    29.6
    %

    16.4
    %

    FY2008

    22.9
    %

    16.7
    %

    22.4
    %

    FY2007

    26.7
    %

    22.3
    %

    22.9
    %

    FY2006

    27.1
    %

    20.8
    %

    23.3
    %

    FY2005

    26.2
    %

    28.1
    %

    21.9
    %

    FY2004

    25.3
    %

    32.3
    %

    21.9
    %

    Average

    23.0
    %

    25.0
    %

    21.5
    %

    *

    Gross Margin results through April 2009.

Given the uncertainties in today’s economic environment, LSI has not completed any projections
beyond the end of fiscal year 2009. The projected results for these operating segments through the
end of fiscal 2009 continue to support similarities on a long-term basis,
and are consistent with our future long-term expectations. The gross margin percentages vary
year-over-year based upon volume, due to the addition or completion of major customer programs at
the various locations and on the profitability of the mix of custom graphics programs being sold at
any one location at a given time. While there might be differences in gross margin trends on a
short-term basis because of the nature of a particular customer program, the long-term economic
trends of all three Graphic locations have been similar, and are expected to continue to be
similar. The variations evident in gross margins through April 2009 are indicative of the
challenging economic issues faced by our customers. Customer re-imaging projects are driven by
merger and acquisition activity and the availability of discretionary spending. LSI Retail
Graphics’ 2009 gross margins have been favorably impacted by a re-imaging program with a certain
grocery store customer with stores located in the northeastern United States and in proximity to
the LSI Retail Graphics facility. LSI has consistently provided disclosure in our management
discussion and analysis that describes the impact that our major graphics programs have on our
results of operations.

Our Graphics operating segments operate under a Graphics Segment President as one graphics
company. There is a great deal of intercompany support within the three traditional graphics
locations; the Graphics Segment President decides resource allocation (where to put a new digital
printing press) and resource utilization (which printing equipment to use for a particular customer
program). In determining the conclusions for aggregation of these operating segments, LSI
considered the qualitative conditions outlined in a-e of paragraph 17 of FAS 131.

3

    •

    Each operating segment Grady McCauley, LSI Retail Graphics and LSI Integrated Graphics
produces two-dimensional and three-dimensional graphics for retail and petroleum/convenience
store accounts.

    •

    The production process at each of these operating segments is similar in that each
operating segment produces two-dimensional graphics using digital and screen printing
equipment and three-dimensional graphics through fabrication. Raw materials that are
purchased can be utilized interchangeably among the entities. Additionally, production is
interchangeable among the factories. For example, Grady McCauley is currently helping LSI
Retail Graphics fill orders for a certain large retail customer and has acted in this
capacity for another large re-branding effort for another large retail account in prior
years. Grady McCauley has also assisted LSI Integrated Graphics in filling orders for
certain petroleum/convenience store accounts. For these types of integrated activities, the
Company recognizes intercompany sales within its discrete financial information based on a
subjectively determined internal transfer price (standard cost plus 10%).

    •

    Because of the nature of the products offered, the type and class of the customers is the
same among the three operating segments.

    •

    A unified sales and marketing approach is taken to penetrate the markets in which the
Graphics Segment serves. Sales agents market all of LSI’s Graphics capabilities and the
manufacturing operations group, through oversight by the Graphics Segment President,
determines which facility has the means to fulfill the order in the most cost effective way
in order to meet the customer’s needs. For example, LSI Integrated Graphics, located in
Houston, Texas, is often involved in fulfilling customer orders for petroleum/convenience
store markets because many petroleum customers have their headquarters in the Houston/Gulf
Coast region. LSI Retail Graphics, located in Woonsocket, Rhode Island, is often involved
in fulfilling customer orders for the nation’s largest chain of retail pharmacies also
located in Woonsocket.

As a result of these qualitative measures and in consideration of the similarities in gross profit
over the past several years, each of these locations shares in similar competitive, operating and
financial risks. LSI believes aggregation of these operating segments is consistent with the
considerations of paragraph 17 of FAS 131.

Lighting Reportable Segment:

The Lighting Reportable Segment is comprised of five operating segments: LSI Ohio, LSI Metal
Fabrication, LSI MidWest, LSI Lightron and LSI Greenlee. Each operating segment represents a
factory which is a separate legal entity in a separate state tax jurisdiction. All five lighting
factories are under the direction and management of the Lighting Segment President. The Lighting
Segment President oversees the entire operations of each of the Lighting factories, including the
strategic direction of the Lighting Segment. The Lighting Segment President reports directly to
the CODM. Unlike the Graphics business, four of the lighting operating segments are primarily
production facilities whose sales are 100% intercompany sales within the Lighting Reportable
Segment. Lighting products produced by LSI Metal Fabrication, LSI MidWest, LSI Lightron and LSI
Greenlee are sold to LSI Ohio based on an internal transfer price defined as standard cost plus a
subjectively determined 10%. LSI Ohio records the lighting product sale to all external customers
to whom lighting products are sold.

4

Discrete financial information at the legal entity level is necessary for tax purposes; however,
the results of each legal entity are not used to review the true economic performance of the
factory. Rather, as the factories sell their product to LSI Ohio, at standard cost plus 10%, this
transfer pricing of cost plus 10% allows the Lighting Segment President to monitor how well the
lighting factory is adhering to its standard costing. As a result, the discrete financial
information of the lighting factories on a stand-alone basis is not reflective of their true
economic performance. At the direction of the CODM, the Lighting Segment President monitors the
overall performance of the Lighting Segment and manages the performance against standard at each of
the lighting factories as each entity has a different cost structure driven by the type, size, age
of the facility and the environment in which it operates (e.g. Lightron’s facility in New York is
more expensive to operate in as compared to Greenlee’s facility in Texas). As such, this level of
discrete financial information is necessary for the Lighting Segment President.

As part of the financial package provided to the CODM, LSI estimates the full customer price and
gross margins for each factory to arrive at an ‘enhanced’ gross margin that attempts to adjust the
intercompany results of each factory as if each factory recorded sales to the end customer. The
‘enhanced’ gross margin analysis has been prepared since FY 2006 when management integrated the
Lighting business at LSI Ohio. Integration included centralized procurement, credit and
collections, invoicing and oversight of the business via the Lighting Segment President who is
supported by a Lighting Segment Controller who gathers and analyzes the financial results of the
Lighting Segment as a whole. The following are the ‘enhanced’ gross margin percentages of the five
operating segments included in the Lighting Reportable Segment.

Lighting
Segment ‘Enhanced’ Gross Margins**

LSI Ohio

LSI Metal Fab

    LSI MidWest

    LSI Lightron

    LSI Greenlee

    FY2009*

    33.4
    %

    6.7
    %

    12.6
    %

    8.6
    %

    33.9
    %

    FY2008

    38.6
    %

    4.1
    %

    17.3
    %

    10.6
    %

    42.5
    %

    FY2007

    34.5
    %

    14.6
    %

    12.8
    %

    12.2
    %

    41.7
    %

    FY2006

    34.1
    %

    3.7
    %

    12.4
    %

    14.0
    %

    46.9
    %

    Average

    35.2
    %

    7.3
    %

    13.8
    %

    11.4
    %

    41.3
    %

    *

    Enhanced Gross Margin results through March 2009.

    **

    Note that these results are not the source of discrete financial information that is used to
prepare the segment footnote disclosure as it is supplementary information contained in the CODM
reporting package.

5

Our Lighting business (which is managed by the President of the Lighting Segment and includes the
five operating segments) acts as one lighting company. There is a significant amount of
intercompany support among the five facilities with intercompany sales activity at 100% in four of
these facilities. In determining the conclusions for aggregation of these operating segments, LSI
considered the qualitative conditions outlined in a-e of paragraph 17 of FAS 131.

    •

    LSI MidWest and LSI Lightron produce indoor lighting for customers in the
commercial/industrial, multi-site retail and petroleum/convenience store markets. LSI
Greenlee produces outdoor architectural lighting for these markets as well. LSI
Ohio produces indoor and outdoor lighting for commercial/industrial, multi-site retail and
petroleum/convenience store markets. LSI Metal Fab fabricates the housings that are used in
the lighting fixtures at LSI Ohio.

    •

    The production process at all of these operating segments is similar in that all require
assembly and fabrication of lighting components. Raw materials are purchased via a
centralized purchasing function at LSI Ohio for all operating segments in the Lighting
business. Additionally, production is interchangeable among LSI Ohio, LSI MidWest and LSI
Lightron and the Company has moved production in prior years between LSI MidWest and LSI
Lightron in order to push more volume through the Lightron facility in New York as part of a
tax strategy. LSI Greenlee does not offer as extensive interchangeable capabilities as they
do not have the same fabrication capabilities as LSI Ohio, LSI MidWest and LSI Lightron.
They would have the capability of assisting LSI Ohio, LSI MidWest and LSI Lightron with
their assembly operation as would LSI Metal Fab.

    •

    Because of the nature of the products offered and as the sales team goes to market as one
Lighting business, most often offering a package of indoor and outdoor lighting fixtures for
a complete commercial or retail facility, to include parking garage lights, parking lot area
lights, office lights, display lights, architectural lighting, exit lighting, etc., the type
and class of customers are the same among the four operating segments with LSI Metal Fab
acting as an internal supplier of raw material components. The customer will submit one
purchase order for the various types of lighting fixtures it is purchasing and LSI
coordinates the timing of fabrication and assembly of the various types of fixtures at a
particular factory and then ships all the products as one package or drop ships the goods to
the customer. For example, LSI will ship product from LSI Lightron to LSI Ohio so that the
complete lighting order for a particular customer can be shipped together.

    •

    Independent sales reps market all of LSI’s Lig

CORRESP
1
filename1.htm

CORRESPONDENCE

Via EDGAR

June 8, 2009

Mr. Larry Spirgel

Ms. Melissa Hauber

Mr. Robert S. Littlepage, Jr.

Mr. John Harrington

Ms. Celeste Murphy

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3720

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    LSI Industries Inc. Form 10-K for Fiscal Year Ended June 30, 2008
Filed on September 15, 2008 and Form 10-Q for Fiscal Quarter Ended
December 31, 2008 File No.0-13375

Ladies and Gentlemen:

     This serves to formalize the materiality analysis referenced in our May 29, 2009 supplemental
response to your question number 14 from your letter dated March 12, 2009 related to the above
referenced filings of LSI Industries Inc.

Background:

As of June 30, 2008, the operating segments that contained goodwill prior to the impairment
charges recorded in fiscal 2008 and 2009 are listed below:

    Original Impairment Recorded

    Lighting Solutions Plus Reporting Unit:

    LSI Ohio

    $11,185,000 goodwill

    (fully impaired-12/08)

    LSI Greenlee Lighting

    $135,000 goodwill

    (fully impaired-12/08)

    Graphics Solutions Plus Reporting Unit:

    Grady McCauley

    $21,091,000 goodwill

    (fully impaired-6/08)

    LSI Retail Graphics

    $2,939,000 goodwill

    (fully impaired-6/08)

June 8, 2009

Page 2

    LSI Saco Reporting Unit

• $3,119,000 goodwill

    (fully impaired-6/08)

    LSI Adapt Reporting Unit

• $3,731,000 goodwill

    (partially impaired-12/08)

•   This reporting unit had originally been properly tested at the operating segment
level; therefore, re-performance of the goodwill

     impairment tests was not necessary.

We have re-performed the goodwill impairment tests in the reporting periods described below
in which we experienced triggering events and our annual testing date to disaggregate the
testing results of those reporting units that had been aggregated into our Lighting
Solutions Plus Reporting Unit and our Graphics Solutions Plus Reporting Unit. We completed
step 1 of the goodwill impairment tests at the disaggregated operating segment level, and
where necessary, also completed step 2 testing.

Additionally, we have considered whether any impairment indicators were present at the
operating segment level in the interim periods of the fiscal years 2006, 2007, 2008, and
2009, other than as previously identified in the fourth quarter of fiscal year 2008 and the
second quarter of fiscal year 2009, and do not believe there were indicators in any of those
other interim periods that would have necessitated an impairment analysis other than at the
dates historically performed. The recent impairment charges taken in fiscal years 2008 and
2009 were driven by lower projections for our business in future periods because of current
economic conditions and uncertainties.

Results of Revised Goodwill Impairment Testing:

Our annual goodwill testing date is July 1. Therefore, we performed step 1 of the revised
goodwill impairment test as of July 1, 2006, July 1, 2007, and July 1, 2008. We also
performed step 1 of the revised goodwill impairment test as of December 31, 2008 because we
believed there were indicators of potential impairment during that interim period. Based on
the results of those tests, we performed step 2 of the revised goodwill impairment test for
the following individual reporting units at the time period(s) indicated:

    Grady McCauley

    July 1, 2008

    LSI Retail Graphics

    July 1, 2008 and December 31, 2008

    LSI Ohio

    December 31, 2008

Because the conditions that triggered the results of the July 1, 2008 impairment test also
existed as of June 30, 2008, the goodwill impairment was recognized in the fourth quarter of
fiscal 2008. Therefore, the following references to goodwill impairments as of June 30,
2008 resulted from the July 1, 2008 test.

The results of these new goodwill impairment tests for each reporting unit are as indicated
in the discussion below.

June 8, 2009

Page 3

Grady McCauley

    Impairment reported on 6/30/08 Form 10-K

    $
    21,091,000

    Actual impairment per step 2 revised testing

    20,833,000

    Error in Q4 2008 and FY 2008

    $
    258,000

The step 2 testing performed on this individual reporting unit indicated that the goodwill
of $21,091,000 was not fully impaired as of June 30, 2008, but rather was partially impaired
and that $258,000 should have remained on the financial statements of this reporting unit as
of June 30, 2008.

Because we believed that potential impairment triggering events were evident, we performed
an additional step 1 goodwill impairment test for the Grady McCauley reporting unit at
December 31, 2008, and determined that the remaining goodwill of $258,000 was not impaired.

LSI Retail Graphics

    Impairment reported on 6/30/08 Form 10-K

    $
    2,939,000

    Actual impairment per step 2 revised testing

    2,223,000

    Error in Q4 2008 and FY 2008

    $
    716,000

The step 2 testing performed on this individual reporting unit indicated that the goodwill
of $2,939,000 was not fully impaired as of June 30, 2008, but rather was partially impaired
and that $716,000 should have remained on the financial statements of this reporting unit as
of June 30, 2008.

Because we believed that potential impairment triggering events were evident, we performed
step 1 and step 2 goodwill impairment tests for the LSI Retail Graphics reporting unit at
December 31, 2008, and determined that this remaining goodwill was fully impaired as of
December 31, 2008. As a result, with respect to the LSI Retail Graphics reporting unit for
the three and six month periods ended December 31, 2008, goodwill impairment expense was
understated by $716,000. However, the amount reported as goodwill for LSI Retail Graphics
on the consolidated balance sheet as of December 31, 2008 ($0) was correct.

LSI Ohio

    Impairment reported on 12/31/08 Form 10-Q

    $
    11,185,000

    Actual impairment per step 2 revised testing

    11,185,000

    Error in Q2 2009

    $
    none

We performed step 1 of the revised goodwill impairment test for LSI Ohio at June 30, 2008
and December 31, 2008. We determined that this goodwill was not impaired at June 30, 2008,
but did not pass step 1 of the revised goodwill impairment test at December 31, 2008. These
results were unchanged from our original step 1 testing conclusions.

June 8, 2009

Page 4

The step 2 revised testing performed on this individual reporting unit at December 31, 2008
confirmed our original testing, which indicated that the goodwill of $11,185,000 was fully
impaired as we reported and disclosed in the condensed consolidated financial statements in
Form 10-Q for the periods ended December 31, 2008.

LSI Greenlee Lighting

    Impairment reported on 12/31/08 Form 10-Q

    $
    135,000

    Actual impairment per step 1 revised testing

    —

    Error in Q2 2009

    $
    135,000

We performed step 1 of the revised goodwill impairment test for LSI Greenlee Lighting at
June 30, 2008 and December 31, 2008, and determined that this goodwill was not impaired in
either period.

Summary of Revised Goodwill Impairment Testing

Below summarizes the pre-tax impact of the errors noted during the revised goodwill
impairment testing:

    (Income)

    Expense

    June 2008 — overstatement of pre-tax goodwill impairment

    Grady McCauley

    $
    (258,000
    )

    LSI Retail Graphics

    (716,000
    )

    Pre-tax adjustment to be made in June 2008

    $
    (974,000
    )

    December 2008 — net understatement of pre-tax goodwill impairment

    LSI Greenlee Lighting

    $
    (135,000
    )

    LSI Retail Graphics

    716,000

    Pre-tax adjustment to be made in December 2008

    581,000

    Net overstatement of goodwill impairments through December 2008

    $
    (393,000
    )

    Net understatement of goodwill at December 31, 2008

    $
    (393,000
    )

Materiality Analysis:

Assessment of Error

In order to evaluate the differences above, we performed an analysis of the materiality of
the errors, considering quantitative measures under both the “iron curtain” and “rollover”
methods, as well as a number of qualitative factors, as described in SAB Topic 1.M. and 1.N.

In addition to our conclusion that these errors were quantitatively immaterial (see
quantitative measures section below), the primary qualitative factor that we considered in
our materiality

June 8, 2009

Page 5

analysis was the perceived importance that a reasonable investor placed on goodwill
impairments. It is our belief that a reasonable investor would exclude the goodwill
impairments from our operating results to evaluate the ongoing prospects of our business.
Therefore, when LSI issued its earnings releases to report operating results for these
periods, we made a non-GAAP presentation of earnings which isolated or excluded the impact
of the goodwill impairments. This was done so investors could better consider the trend of
operating results independent of and excluding non-cash events such as the goodwill
impairments. The Company’s chief operating decision maker also receives information in the
form of this non-GAAP presentation excluding any goodwill impairment as one of the metrics
used to manage the business.

In addition, following the June 2008 and December 2008 goodwill impairments, we reviewed the
reports of the four sell-side analysts who publish written reports on LSI Industries. While
the existence of the impairment is mentioned, their forecast models and comments about past
and future expected operating performance all exclude the goodwill impairments1.
Additionally, during the quarterly investor calls, periodic investor conferences in which
LSI has participated, and in routine conversations with these same analysts or investors,
very few questions ever came up regarding the goodwill impairments2. This
confirms LSI’s belief that goodwill and goodwill impairments are of lesser importance to a
reasonable investor than our core results from operations.

Quantitative Measures

Several quantitative measures of the materiality of the misstatement of goodwill impairment
in the periods ended June 30, 2008 and December 31, 2008 are presented in Attachment 1 to
this supplemental response letter. We believe these errors in both periods are
quantitatively immaterial under both the iron curtain and rollover approaches for evaluating
materiality in accordance with SAB Topic 1.M. and 1.N.

Qualitative Factors

Several qualitative factors, in conjunction with the quantitative measures must be
considered as the materiality of the adjustments or misstatements is evaluated. These
items, in addition to the primary qualitative consideration mentioned above, are as follows:

    1.

    Operating income, without regard to goodwill impairment expense, is a critical
metric to management’s evaluation of operating performance and is presented as such in
LSI’s internally reported financial information. LSI’s Chief Operating Decision Maker
(CEO and President) and its Board of Directors receive information quarterly reporting
the trend of operating income excluding goodwill impairment expense.

    1

    Based on review of August 2008 and January 2009 analyst
reports, which are the periods immediately following the reporting of the
goodwill impairment charges, goodwill impairment is only mentioned in terms of
removal or exclusion from discussion of LSI’s future expected operating
performance.

    2

    Only two questions were raised regarding the goodwill
impairment charges, which related to how the test was performed, and how much
of the goodwill impairment recorded as of June 30, 2008 related to LSI Saco
(LSI’s most recent acquisition).

June 8, 2009

Page 6

    2.

    No LSI executive or management compensation or incentive compensation was
affected by the impact of the misstatement of goodwill impairment expense in fiscal
2008 or 2009. In fact, in the operation of LSI’s discretionary incentive compensation
plan, the Compensation Committee excludes goodwill impairment expense when considering
the performance metrics for that plan.

    3.

    There is no impact on LSI’s loan covenant compliance for its lines of credit
related to any misstatement of goodwill on the consolidated balance sheet or of
goodwill impairment expense. The loan covenants, for instance, consider tangible net
worth, which excludes goodwill.

    4.

    LSI’s operating results for the June 2008 and December 2008 periods, excluding
any amount of goodwill impairment expense, were below “street” estimates (which also
did not include any goodwill impairment expense). Therefore, the reporting of a
revised or corrected goodwill impairment expense would not have impacted the comparison
of our results to the analyst estimates.

    5.

    The misstatement of goodwill impairment expense was not intentional.

    6.

    The misstatement of goodwill impairment expense did not mask a change in the
earnings trend of LSI, would not have changed a loss into income, or vice versa.

    7.

    The misstatement of goodwill impairment expense does not affect LSI’s
compliance with any regulatory requirements.

    8.

    Historically, we have disclosed results of operations in two reportable
segments. We do not highlight or differentiate one of our reportable segments as being
more important or more significant to our long-term operations than the other.
Therefore, the misstatement of goodwill impairment expense is not considered by
management to be important in assessing future profitability of our operations.

Conclusion regarding Materiality:

It is the opinion of LSI management and its Board of Directors, after full consideration of
all quantitative and qualitative factors, that the impact of misstatements of goodwill
impairment expense on previously issued financial statements for the year ended June 30,
2008 and periods ended December 31, 2008 is not material.

As noted in our May 29, 2009 supplemental response, as a result of the conclusion that a
material weakness exists, we intend to amend our June 30, 2008 Form 10-K and our Form 10-Qs
for the quarterly periods ended September 30, 2008 and December 31, 2008, to revise
management’s report on internal control over financial reporting, and disclosure controls
and procedures. We also intend to correct the known errors associated with the
re-performance of our goodwill testing in applicable Form 10-K/A and Form 10-Q/A filings (as
referenced above), reflecting the adjustments as immaterial restatements.

With respect to goodwill impairment testing in the future, LSI will properly identify and
disclose its reporting units according to paragraph 30 of SFAS 142 and will perform
impairment tests at the lower of the operating segment or component level.

June 8, 2009

Page 7

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

    •

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

    •

    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.

We trust that the foregoing sufficiently addresses your comments. LSI appreciates any opportunity
to discuss any comments or questions you may have in advance of any written response the staff may
intend to provide in connection with the above. If there is a need for additional information or
clarification, please contact me at (513) 793-3200.

Sincerely,

LSI INDUSTRIES INC.

/s/
Ronald S. Stowell

Ronald S. Stowell

Vice President, Chief Financial Officer and

          Treasurer

cc: F. Mark Reuter, Esq.

    LSI INDUSTRIES INC.

    ATTACH

CORRESP
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filename1.htm

Correspondence

Via EDGAR

May 29, 2009

Mr. Larry Spirgel

Ms. Melissa Hauber

Mr. Robert S. Littlepage, Jr.

Mr. John Harrington

Ms. Celeste Murphy

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3720

100 F Street, N.E.

Washington, D.C. 20549

    Re:

     LSI Industries Inc. Form 10-K for Fiscal Year Ended June 30, 2008

Filed on September 15, 2008 and Form 10-Q for Fiscal Quarter Ended

December 31, 2008 File No.0-13375

Ladies and Gentlemen:

This is a supplemental response to your question number 14 as indicated in our April 24, 2009 response to your
letter dated March 12, 2009 related to the above referenced filings of LSI Industries Inc.

Supplemental Response:

After further review of paragraphs 30 and 31 of SFAS 142, as well as paragraphs 10 through 15 of SFAS 131 and
EITF D-101, LSI now fully understands that our “operating segments” as determined under SFAS 131 are the lowest
level at which the Company manages its business and there are no other components at a lower level for which
discrete financial information is prepared.

Therefore, we have reperformed the goodwill impairment tests in order to disaggregate the testing results of
those reporting units that had previously been aggregated. As a result of the reperformance of those tests,
we identified errors in amounts of goodwill impairment previously reported for the year ended June 30, 2008 and
the periods ended December 31, 2008. We evaluated the potential materiality of these errors by following the
guidance in SABs 99 and 108, and considered the quantitative and qualitative aspects of the errors. We have concluded that
these errors are immaterial to the periods previously presented.

1

May 29, 2009

Page 2

We have also re-evaluated the effectiveness of our internal control over financial reporting specific to the
root cause of these errors. Although the re-performance of our goodwill impairment tests resulted in
immaterial differences from what was previously recorded, we determined that there was more than a reasonable
possibility that the potential error resulting from the control deficiency could have been material based upon
the amount of goodwill impairments recognized in these periods. As a result, we concluded that this control
deficiency represents a material weakness in internal control over financial reporting. Therefore, we intend
to amend our June 30, 2008 Form 10-K and our Form 10-Qs for the quarterly periods ended September 30, 2008 and
December 31, 2008, to revise management’s report on internal control over financial reporting, and disclosure
controls and procedures. We also intend to correct the known errors associated with the re-performance of our
goodwill testing, reflecting the adjustments as immaterial restatements.

We are in the process of formalizing the materiality analysis referenced herein, and expect to provide it to
you no later than June 10, 2009.

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

    •

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

    •

    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.

We trust that the foregoing sufficiently addresses your comments. LSI appreciates any opportunity to discuss any
comments or questions you may have in advance of any written response the staff may intend to provide in connection
with the above. If there is a need for additional information or clarification, please contact me at (513) 793-3200.

Sincerely,

LSI INDUSTRIES INC.

/s/ Ronald S. Stowell

Ronald S. Stowell

Vice President, Chief Financial Officer and Treasurer

cc: F. Mark Reuter, Esq.

2

CORRESP
1
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SEC Letter

LSI INDUSTRIES INC.

10000 Alliance Road

Cincinnati, Ohio 45242

(513) 793-3200

Via EDGAR

April 24, 2009

Mr. Larry Spirgel

Ms. Melissa Hauber

Mr. Robert S. Littlepage, Jr.

Mr. John Harrington

Ms. Celeste Murphy

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3720

100 F Street, N.E.

Washington, D.C. 20549

    Re:

     LSI Industries Inc. Form 10-K for Fiscal Year Ended June 30, 2008

Filed on September 15, 2008 and Form 10-Q for Fiscal Quarter Ended
December 31, 2008

File No. 0-13375

Ladies and Gentlemen:

We have received and reviewed your letter dated March 12, 2009 related to the above-referenced
filings of LSI Industries Inc. (“LSI” or the “Company”). In accordance with your request, we have
responded to each of the comments included in your letter. Our responses to each of the items
noted in your letter are detailed below and are keyed to the numerical order of your comments. This
letter has been filed with the Commission as correspondence through EDGAR.

Form 10-K for Fiscal Year Ended June 30, 2008

Definitive Proxy Statement Incorporated by Reference Into Part III

Summary Compensation Table, page 17

    1.

    We note that the value included in the Option Awards column is based on grant date fair value
according to footnote (3). Regulation S-K Item 402(c)(2)(vi) and the Instruction thereto
require you to include in this column the dollar amount recognized for financial reporting
purposes with respect to the fiscal year in accordance with FAS 123R. Please confirm that you
will comply with this requirement in future filings.

Response:

We confirm that in future filings we will comply with the Regulation S-K Item 402(c)(2)(vi)
requirements you identify.

April 24, 2009

Page 2

Potential Payments Upon Termination or Change In Control, page 23

    2.

    In future filings, please provide quantitative disclosure of the potential payments to each
named executive officer assuming a triggering event took place on the last day of your fiscal
year. Refer to Regulation S-K Item 402(j) and Instruction 1 thereto. Please note that this
quantitative disclosure should include, among other things, the value of accelerated option
vesting. Refer to Regulation S-K Compliance and Disclosure Interpretations, Question and
Answer 126.02, available at www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

Response:

In future filings we will provide the requested quantitative disclosure of any potential
payments to named executive officers upon the triggering events identified in Regulation
S-K Item 402(j). You may note that we have no stand alone contracts or arrangements
requiring payments to named executive officers if any such triggering event were to occur,
other than the accelerated vesting of stock options. Potential payments to named executive
officers upon any such triggering event are limited to base salary through date of
termination, payment of earned vacation not yet taken, and disbursement of accumulated
account balances in the Company’s defined contribution qualified Retirement Plan and
Nonqualified Deferred Compensation Plan.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
F-1

    3.

    We note that your net sales began decreasing from prior period levels in the second half of
fiscal 2008 and that this trend has continued through the first half of fiscal 2009. In future
filings, please provide additional disclosure identifying and assessing material known trends
that are impacting your results of operations and/or financial condition. Although you discuss
changes in your results of operations and liquidity from period-to-period in your recent
filings, additional disclosure providing management’s insight into the underlying causes and
potential effects of material trends would be helpful to investors. This disclosure should
also discuss actions being taken in response to such trends. Refer to the Commission’s
Interpretive Release No. 33-8350, “Commission Guidance Regarding Management’s Discussion and
Analysis of Financial Condition and Results of Operations.”

Response:

In future filings we will provide additional disclosure identifying and assessing material
trends known to management and will provide additional disclosure of management’s
insight into the underlying causes and potential effects of material trends on results of
operations and/or financial condition.

April 24, 2009

Page 3

Results of operations, page F-1

    4.

    It appears that your segments contribute in a disproportionate way to your operating results.
In future filings, discuss your results of operations on a segment basis, as required by
Section 501.06 of the Codification of Financial Reporting Policies. In this regard, we note
that you discuss information regarding revenues for each segment within MD&A. Expand this
disclosure to discuss your segment measure of profit or loss, which appears to be “operating
income (loss),” for each reportable segment.

Response:

We confirm that in future filings, as required by Section 501.06 of the Codification of
Financial Reporting Policies, that we will expand our disclosure by discussing the
components of operating income (loss) for each reportable business segment.

This will involve creating one section in MD&A for the Lighting Segment and a separate
section for the Graphics Segment, each leading with a small table reporting both net sales
and operating income for the current period and prior period in the analysis. Subsequent
narrative discussion will provide the reasons for the change in both net sales and operating
income of each business segment. By way of an abbreviated example, we anticipate this would take the
following form (amounts in thousands):

    2nd Quarter FY09

    2nd Quarter FY08

    Lighting Segment

    Net Sales

    $
    45,290

    $
    48,811

    Operating Income (Loss)

    $
    (11,761
    )

    $
    3,731

The $3.5 million or 7.2% decrease in Lighting Segment net sales is primarily the result of                     . The $15.5 million decrease in operating income of the Lighting Segment is
primarily the net result of a $11.3 million goodwill impairment in one reporting unit, a
$x.x million reduction in gross profit                     .

    2nd Quarter FY09

    2nd Quarter FY08

    Graphics Segment

    Net Sales

    $
    15,497

    $
    35,251

    Operating Income (Loss)

    $
    (1,665
    )

    $
    3,978

The $19.8 million or 56.0% decrease in Graphics Segment net sales is primarily the result of
                    . The $5.6 million decrease in operating income of the Lighting Segment is
primarily the net result of a $1.3 million partial goodwill impairment in one reporting
unit, a $x.x million reduction in gross profit                     .

April 24, 2009

Page 4

Consolidated Statements of Operations, page F-16

    5.

    In future filings, separately state revenues from net sales of tangible products and sales of
services, if greater than 10% of total revenues. Also, separately state the costs and expenses
applicable to each category of sales and revenues. Refer to Rule 5-03 of Regulation S-X.

Response:

We confirm that we have disclosed net sales of services when they have been equal to or
greater than 10% of total net sales. We also confirm that in future filings we will also
separately state the cost of sales applicable to each category of net sales reported.

Net sales of services in the periods the SEC has recently reviewed have been under 10% of
total net sales as follows (amounts in thousands):

    Net Sales

    % of Total

    Total Net Sales

    – Services

    Net Sales

    FY 2008

    $
    305,286

    $
    18,750

    6.1
    %

    FY 2007

    $
    337,453

    $
    20,225

    6.0
    %

    FY 2006

    $
    280,470

    $
    7,706

    2.7
    %

    FY09 1st Half

    $
    136,625

    $
    3,452

    2.5
    %

    FY08 1st Half

    $
    174,063

    $
    15,841

    9.1
    %

    FY09 2nd Qtr

    $
    60,787

    $
    1,341

    2.2
    %

    FY08 2nd Qtr

    $
    84,062

    $
    6,737

    8.0
    %

    FY09 1st Qtr

    $
    75,838

    $
    2,111

    2.8
    %

    FY08 1st Qtr

    $
    90,001

    $
    9,404
    (a)

    10.4
    %

    (a)

    This was reported on the face of the income statement in the Form 10-Q for the
period ended September 30, 2007, but it was inadvertently omitted in the Form 10-Q
for the period ended September 30, 2008.

April 24, 2009

Page 5

Note 1 — Summary of Significant Accounting Policies, page F-21

Revenue Recognition, page F-21

    6.

    We note your disclosure that sales are recorded net of estimated returns, rebates and
discounts. However, you state at page F-2 that selling and administrative expenses fluctuated
as a result of reduced customer rebates and accommodations. Clarify your policy regarding
these items and your application of the guidance in EITF 01-9.

Response:

LSI’s policy on Revenue Recognition states, in accordance with U.S. GAAP, that “Sales are
recorded net of estimated returns, rebates and discounts.” Customer rebates issued by LSI
are in the form of cash paid to the customers, which as indicated in paragraph 9 of EITF
01-9 requires that the rebate be recorded as a reduction of net sales. LSI customers do not
receive their rebates in the form of identifiable assets. As a result of review of how
customer rebates have been treated by each of the LSI companies, we found that primarily
only the largest lighting company did not comply with the LSI policy and did report customer
rebates as an operating expense. The amount recorded as an expense, rather than as a
reduction of net sales, in the periods reported in the 10-K and 10-Q which you reviewed were
as follows (amounts in thousands):

    FY 2006

    FY 2007

    FY 2008

    FY 2008 1st Half

    FY 2009 1st Half

$                   80

    $
    80

    $
    132

    $
    42

    $
    76

    Net sales for
these same
periods
were as
follows
(amounts in
thousands):

$          280,470

    $
    337,453

    $
    305,286

    $
    84,062

    $
    60,787

These amounts of improperly classified customer rebates are insignificant to net sales,
gross profit, operating expense and gross margin percentage, and have zero impact on
operating income, segment operating income, net income or earnings per share if they had
been properly recorded in the income statement. LSI will properly record customer rebates
in the Lighting Segment as a reduction of net sales beginning with the third quarter of
fiscal 2009, and in future filings we will no longer reference customer rebates when
discussing trends in our expenses.

Clearly the most significant cost element referenced on page F-2 in the discussion of
selling expenses is what LSI calls customer accommodations. Total customer accommodations
were $2.0 million, $2.4 million and $1.6 million in 2008, 2007 and 2006, respectively, and
inclusive of the customer rebate amounts discussed above. Cost accumulates in this category
at the discretion of the sales management team and primarily consists of product we provide
to our sales representatives in the marketing of our products as well as costs we incur to
maintain customer relationships (ie., freight charges when we have shipped the wrong
quantity or product to the customer). These costs are defined internally as “customer
concessions” and were $1.2 million, $1.5 million and $0.8 million in 2008,
2007 and 2006,
respectively. In accordance with our revenue recognition policy, the Company establishes
allowances, at the time revenue is recognized, for returns and allowances based upon
historical trends. When products are returned, the sale is reversed, cost of sales is
reversed, the receivable is reversed, or credited, and the reserve for returns and
allowances is adjusted as necessary. Historically, returns have been insignificant as a
percentage of total sales: $2.3 million,
$3.2 million and $2.8 million in credit memos for returns were issued in 2008,

April 24, 2009

Page 6

 2007 and
2006, respectively. The element of customer accommodations that is reported in selling
expense is related to product returned to inventory. LSI’s general practice is to “tear
down” the light fixtures and return all good individual components back to raw materials
inventory. Many times components are damaged, defective or are otherwise not useable by LSI
in future light fixtures. When not charged back to the customer, the cost of these unusable
components as well as the original final assembly labor and overhead are classified as
“customer accommodations” expense. In each of the three years presented in the 2008 Annual
Report on Form 10-K these costs represented less than $0.1 million per year. Additionally,
in the spirit of maintaining good customer relations with a customer who has a long history
with LSI or who has great potential for future business, LSI may choose to expense as
customer accommodations expense certain receivables or inventory costs that may be disputed
by a customer. This is viewed as a sales/marketing investment in the relationship with this
customer. In limited circumstances LSI may offer a sample lighting fixture to the customer
for evaluation. This has occurred most recently in the development of new technology
white-light LED light fixtures. The cost of the sample product is generally recorded as
“customer accommodations” expense within selling and administration expense because the
decision is the responsibility of sales management, who makes these decisions in order to
maintain good customer relations by allowing them to evaluate the new product in its
environment before proceeding with a purchase order. In the three years presented in the
2008 Annual Report on Form 10-K these costs represented approximately $0.4 million, $0.2
million and $0.2 million during 2008, 2007 and 2006, respectively, of our selling and
administration expenses. We do not believe these types of cost fall within the scope of
EITF 01-9 for classification as a reduction of net sales.

    7.

    Tell us the nature of the products or services for which you recognize revenue under SOP 97-2
and how you determined that this guidance is applicable to these transactions.

Response:

Since the acquisition of LSI Saco Technologies at the end of fiscal 2006, LSI has expanded
its product offerings and such products require the use of software. The Company sells
products that include integrated software for two types of product lines: 1) solid state
LED video screens used as advertising billboards or marquees; and 2) active digital signage
utilizing LCD screens. In both cases, software is an integral element and is required to
make the product function properly. For both LED and LCD screens, the software is included
in the unit price of the product as a whole and not separately licensed to a customer.
There are no multiple deliverables within these product lines; the product is delivered to
the customer along with the corresponding software and title is transferred and revenue
recognized at the time of delivery to the customer.

April 24, 2009

Page 7

We considered the indicators of whether software is incidental to a product, as a whole,
based on the following questions derived from our understanding of Footnote 2 of SOP 97-2:

    Q:

     Is the software a significant focus of the marketing effort or
is sold separately?

    A:

    No. The Company markets products based on the quality of
image, which is an aspect of the hardware, rather than an aspect of the
software, and does not sell or market the software on a stand-alone basis.
However, the software is an integral component of the LED and LCD screens.
Without the software the screens will not operate. For both products, the
software allows any user of the screen to display their image. Thus, the
softw

CORRESP
1
filename1.htm

    reqforextensiont040909.htm

      F.
Mark Reuter

      Direct
Dial: (513) 579-6469

      Facsimile:
(513) 579-6457

      E-Mail:
freuter@kmklaw.com

      April 8,
2009

      VIA
EDGAR

      Mr. Larry
Spirgel

      Ms.
Melissa Hauber

      Mr.
Robert S. Littlepage, Jr.

      Mr. John
Harrington

      Ms.
Celeste Murphy

      Securities
and Exchange Commission

      Division
of Corporation Finance

      Mail Stop
3720

      100 F
Street, N.E.

      Washington,
D.C. 20549

                  Re:

                  LSI
      Industries Inc. Form 10-K for Fiscal Year Ended June 30, 2008
      filed

                  September
      15, 2008 and
      Form 10-Q for Fiscal Quarter Ended December 31, 2008

                    File #
  0-13375

      Ladies
and Gentlemen:

      LSI
Industries Inc. is working expeditiously to respond to the comments contained in
the letter from you dated March 12, 2009 regarding LSI’s above-referenced
filings.

      On behalf
of LSI, we respectfully request an additional extension of time to respond to
the comment letter.  LSI anticipates submitting to the staff a
response on or around April 24, 2009.

      We are
grateful for the staff’s assistance in this matter.  Please call me at
513-579-6469 with any questions you may have regarding LSI’s proposed timetable
for responding to your comment letter.

                        Best
      regards,

                        KEATING MUETHING & KLEKAMP PLL

                        By:

                      /s/F.
      Mark Reuter

                      F.
      Mark Reuter

      FMR:mrs

      cc:           Mr.
Ronald S. Stowell

        One East
Fourth Street s
Suite 1400 s
Cincinnati , Ohio 45202

        TEL (513)
579-6400 s FAX
(513) 579-6457 s
www.kmklaw.com

CORRESP
1
filename1.htm

    reqforextenion031309.htm

      F.
Mark Reuter

      Direct
Dial: (513) 579-6469

      Facsimile:
(513) 579-6457

      E-Mail:
freuter@kmklaw.com

      March 13,
2009

      VIA
EDGAR

      Mr. Larry
Spirgel

      Ms.
Melissa Hauber

      Mr.
Robert S. Littlepage, Jr.

      Mr. John
Harrington

      Ms.
Celeste Murphy

      Securities
and Exchange Commission

      Division
of Corporation Finance

      Mail Stop
3720

      100 F
Street, N.E.

      Washington,
D.C. 20549

                  Re:

                  LSI
      Industries Inc. Form 10-K for Fiscal Year Ended June 30, 2008
      filed

                  September
      15, 2008 and
      Form 10-Q for Fiscal Quarter Ended December 31, 2008

                    File #
  0-13375

      Ladies
and Gentlemen:

      LSI
Industries Inc. is working expeditiously to respond to the comments contained in
the letter from you dated March 12, 2009 regarding LSI’s above-referenced
filings.

      On behalf
of LSI, we respectfully request an additional extension of time to respond to
the comment letter.  LSI anticipates submitting to the staff a
response on or around April 10, 2009.

      We are
grateful for the staff’s assistance in this matter.  Please call me at
513-579-6469 with any questions you may have regarding LSI’s proposed timetable
for responding to your comment letter.

                        Best
      regards,

                        KEATING MUETHING & KLEKAMP PLL

                        By:

                      /s/F.
      Mark Reuter

                      F.
      Mark Reuter

      FMR:mrs

      cc:           Mr.
Ronald S. Stowell

        One East
Fourth Street s
Suite 1400 s
Cincinnati , Ohio 45202

        TEL (513)
579-6400 s FAX
(513) 579-6457 s
www.kmklaw.com

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3720
March 12, 2009
   Mr. Robert S. Stowell Chief Financial Officer LSI Industries, Inc. 10000 Alliance Road Cincinnati, Ohio 45242
 RE: LSI Industries, Inc.
Form 10-K for Fiscal Year Ended June 30, 2008
  Filed September 15, 2008
   Form 10-Q for Fiscal Quarter Ended December 31, 2008   File No. 0-13375

Dear Mr. Stowell:
We have reviewed your filing and have the following comments.  Please address the
following comments in future filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a future revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, 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 review 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.

Mr. Robert S. Stowell
LSI Industries, Inc.
March 12, 2009 Page 2  Form 10-K for Fiscal Year Ended June 30, 2008

Definitive Proxy Statement Incorporated by Reference Into Part III

Summary Compensation Table, page 17

1. We note that the value included in the Option Awards column is based on grant date fair value according to footnote (3).  Regulation S-K Item 402(c)(2)(vi) and the Instruction thereto require you to include in this column the dollar amount recognized for financial reporting purposes with respect to the fiscal year in accordance with FAS 123R.  Please confirm that you will comply with this requirement in future filings.
 Potential Payments Upon Termination or Change In Control, page 23

2. In future filings, please provide quantitative disclosure of the potential payments to each named executive officer assuming a triggering event took place on the last day of your fiscal year.  Refer to Regulation S-K Item 402(j) and Instruction 1 thereto.  Please note
that this quantitative disclosure should include, among other things, the value of accelerated option vesting.  Refer to Regulation S-K Compliance and Disclosure Interpretations, Question and Answer 126.02, available at www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm
.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
F-1
 3. We note that your net sales began decreasing from prior period levels in the second half of fiscal 2008 and that this trend has conti nued through the first half of fiscal 2009.  In
future filings, please provide additional disclosure identifying and assessing material known trends that are impacting your results of operations and/or financial condition.  Although you discuss changes in your results of operations and liquidity from period-to-period in your recent filings, additional disclosure providing management’s insight into the underlying causes and potential effects of material trends would be helpful to investors.  This disclosure should also discuss actions being taken in response to such trends.  Refer to the Commission’s Interpretive Release No. 33-8350, “Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 Results of operations, page F-1

 4. It appears that your segments contribute in a disproportionate way to your operating
results.  In future filings, discuss your results of operations on a segment basis, as required by Section 501.06 of the Codification of Financial Reporting Policies.  In this regard, we note that you discuss information regarding revenues for each segment within MD&A.  Expand this disclosure to discuss your segment measure of profit or loss, which appears to be “operating income (loss),” for each reportable segment.

Mr. Robert S. Stowell
LSI Industries, Inc.
March 12, 2009 Page 3

Consolidated Statements of Operations, page F-16

5. In future filings, separately state revenues from net sales of tangible products and sales of services, if greater than 10% of total revenues.  Also, separately state the costs and expenses applicable to each category of sales and revenues.  Refer to Rule 5-03 of Regulation S-X.

Note 1 – Summary of Significant Accounting Policies, page F-21

Revenue Recognition, page F-21
 6. We note your disclosure that sales are recorded net of estimated returns, rebates and discounts.  However, you state at page F-2 that selling and administrative expenses fluctuated as a result of reduced customer rebates and accommodations.  Clarify your policy regarding these items and your application of the guidance in EITF 01-9.

7. Tell us the nature of the products or services for which you recognize revenue under SOP
97-2 and how you determined that this guidance is applicable to these transactions.
 8. Tell us how you applied the guidance in EITF 00-21 and SAB 104 in determining your revenue recognition policy for orders that include both products and installation.  For situations in which you recognize product revenue prior to installation, tell us whether you have accounted for the product as a separate unit of accounting and your application of paragraph 9 of EITF 00-21 in making this determination.  If you have determined that the product and installation cannot be separated and, therefore, represent one unit of accounting, tell us how you have applied the guidance in SAB 104 in determining that it is appropriate to recognize revenue prior to the installation.  Specifically, tell us how you have determined that the installation is an inconsequential and perfunctory obligation, as discussed in Topic 13.A.3.c.
 9. Clarify the nature of your service revenue from integrated design, project and construction management, site permitting, and post-shipment service and maintenance.  Tell us whether these activities represent additional deliverables within the same arrangement as the products and installation and, if so, whether you have considered them as separate units of accounting under EITF 00-21.
 10. Tell your basis in the accounting literature for your accounting policy regarding your service revenue from providing integrated design, project and construction management, site engineering and site permitting.  Clarify whether you use the percentage of completion method for larger customer contracts involving multiple sites.  If so, tell us how you determined that this policy is appropriate and describe how you measure progress towards completion of the contract.  How did you determine that the timing of progress billings “coincides with the completion of the earnings process”?

Mr. Robert S. Stowell
LSI Industries, Inc.
March 12, 2009 Page 4

Note 2 – Business Segment Information, page F-27

11. Tell us how you applied the criteria in paragraph 17 of SFAS 131 in determining that it was appropriate to aggregate LSI Marcole into the Lighting Segment, including how you determined that this segment has similar economic characteristics.  Similarly, please provide us with an analysis of why it was appropriate to aggregate LSI Images and LSI Adapt into the Graphics Segment.
 12. You state that you have thirteen operating segments; however, you have only discussed six operating segments within the Lighting reportable segment and five segments within the Graphics reportable segment.  Tell us where you have presented the remaining two operating segments and your basis for this presentation.

13. It is unclear to us how you have classified the operations of LSI Saco Technologies.  If
these operations represented operating segments that were included within the Lighting and Graphics segments, tell us how you determined that they met the aggregation criteria of paragraph 17 of SFAS 131.

Note 6 – Goodwill and Other Intangible Assets, page F-31

14. We note that you have determined that you had six reporting units for purposes of testing goodwill for impairment.  Tell us how you applied the guidance in paragraph 30 of SFAS 142, which states that a reporting unit is an operating segment or one level below an operating segment.  In this regard, we note your disclosure at page F-27 which states that you have thirteen operating segments.

Form 10-Q for Fiscal Quarter Ended December 31, 2008

Note 7.  Goodwill and Other Intangible Assets, page 16
 15. We note that the impairment charge recorded in the quarter ended December 31, 2008 was considered an estimate.  Please tell us and disclose, in future filings, the reasons that the impairment test has not been finalized, as required by paragraph 47 of SFAS 142.

16. We note that you have $2.3m of goodwill remaining in your Graphics segment as of
December 31, 2008.  Tell us how you determined that this goodwill was not impaired, in light of the significant declines in revenue from this segment in the six months ended December 31, 2008.

*    *    *    *

Mr. Robert S. Stowell
LSI Industries, Inc. March 12, 2009 Page 5
Please respond to these comments through correspondence over EDGAR within 10
business days or tell us when you will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.     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 investors
require for an informed decision.  Since the company and its management are in possession of all facts 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 comment, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosure in the 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 filings; 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 advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
You may contact Melissa Hauber, Senior St aff Accountant, at (202) 551-3368 or Robert
S. Littlepage, Jr., Accounting Branch Chief at  (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact John Harrington, Attorney-Advisor, at (202) 551-3576 or Celeste Murphy, Legal Branch Chief, at (202) 551-3257
with any other questions.            S i n c e r e l y ,
Larry Spirgel
          A s s i s t a n t  D i r e c t o r

Mail Stop 6010

April 20, 2007

VIA U.S. MAIL

Via Facsimile and U.S. Mail

Mr. Ronald S. Stowell
Chief Financial Officer
LSI Industries, Inc.
10000 Alliance Road
Cincinatti, Ohio 45242

 Re: LSI Industries, Inc.
  Form 10-K for the year ended June 30, 2006
File No. 000-13375

Dear Mr. Stowell:

 We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.

        S i n c e r e l y ,

        M a r t i n  F .  J a m e s
        Senior Assistant Chief Accountant

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

Mail Stop 6010

March 29, 2007

Mr. Ronald S. Stowell
Chief Financial Officer
LSI Industries, Inc.
10000 Alliance Road
Cincinatti, Ohio 45242

 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. Stowell:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in future filings in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
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 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 th e filing to include a signed report of
your Independent Registered Public A ccounting Firm.  Refer to Item 302 of
Regulation S-T, which addresses signatures in electronic filings.

Ronald S. Stowell
LSI Industries, Inc.
March 29, 2007 Page 2
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested
information.  Detailed cover le tters greatly facilitate our re view.  Please file your cover
letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 the
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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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 Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Dennis Hult, Staff Accountant, at (202) 551-3618 or myself if
you have questions regarding comments on the financial statements and related matters.
Please contact me at (202) 551-3603 with any other questions.  In this regard, do not
hesitate to contact Angela J. Crane, Accounting Branch Chief, at (202) 551-3554.

        S i n c e r e l y ,

        J a y  W e b b
        Reviewing Accountant

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

CORRESP
1
filename1.htm

      Acceleration Request

    LSI
      INDUSTRIES INC.

    10000
      Alliance Road

    Cincinnati,
      Ohio 45242

    November
      21, 2006

    Via
      Edgar

    1933
      Act
      Filing Desk

    Securities
      and Exchange Commission

    450
      Fifth
      Street, N.W.

    Washington,
      D.C. 20549

    Ladies
      and Gentlemen:

    RE:
      S-3
      Registration Statement/Registration No. 333-137675

    Pursuant
      to Rule 461 of the Securities Act of 1933, the registrant named below hereby
      requests that the effective date of the Registration Statement on Form S-3,
      Registration No. 333-137675 be accelerated to, and that the Registration
      Statement be declared effective at 10:00 a.m. (Washington D.C. time) on November
      28, 2006, or as soon as practical thereafter. In this connection, the registrant
      confirms that it is aware of its obligations under the Securities Act of 1933
      and the Securities Exchange Act of 1934 as such obligations relate to the
      proposed offering of securities.

    In
      addition, the registrant acknowledges that:

          •

            should
              the Commission or the staff, acting pursuant to delegated authority,
              declare the Registration Statement effective, it does not foreclose
              the
              Commission from taking any action with respect to the Registration
              Statement;

          •

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

          •

            the
              registrant may not assert staff comments and 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.

              Very
                truly yours,

              LSI
                INDUSTRIES INC.

            By:
            /s/ Ronald
              S. Stowell

              Ronald S. Stowell

              Vice
                President, Chief Financial Officer

              and
                Treasurer

    cc:   Mr.
      Donald C. Hunt

       Securities
      and
      Exchange Commission

    (via
      facsimile - 202-772-9218)

CORRESP
1
filename1.htm

      Comment Response Letter

    Mark
      A. Weiss

    DIRECT
      DIAL: (513) 579-6599

    FACSIMILE:
      (513) 579-6457

    E-MAIL:
      mweiss@kmklaw.com

    November
      16, 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.

    Amendment
      No. 1 to Registration Statement on Form S-3

    Filed
      October 27, 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 November 14, 2006. The
      Company has today filed Amendment No. 2 to the Registration
      Statement.

              1.

              We
                reissue prior comment 2 to our letter dated October 19, 2006 in part.
                Rule
                430(B)(b) in general permits you only to omit information that is
                unknown
                or not reasonably available, the identities of selling securityholders
                and
                the amounts of securities registered for each selling securityholder.
                Other information required by the form must be disclosed. Therefore
                please
                disclose here (and in the fee table) the aggregate number of securities
                being offered by the selling
                securityholders.

    The
      Company has revised the cover page of the Registration Statement to allocate
      600,000 shares of common stock for secondary offerings (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). The Company
      has similarly revised the Prospectus cover page and the “Selling
      Securityholders” section.

    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

Mail Stop 6010

 November 14, 2006

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

Re: LSI Industries Inc.
 Amendment No. 1 to Registra tion Statement on Form S-3
 Filed October 27, 2006  File No. 333-137675

Dear Mr. Weiss:

We have limited our review of your filing to  the issues we have addressed in our
comment below.  Where indicated, we think you should revise your document in response to this comment.  If you disagree, we will consider your explanation as to why our comment is
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.

Selling Securityholders, page 22

1. We reissue prior comment 2 to our letter da ted October 19, 2006 in part.  Rule 430B(b) in
general permits you only to omit information that is unknown or not reasonably available, the identities of selling security holders and the amounts of  securities registered for each
selling securityholder.  Other information required by the form must be disclosed.
Therefore please disclose here (and in the fee table) the aggregate
 number  of securities
being offered by the selling securityholders.

* * * * * * *

Mark A. Weiss, Esq.
Keating Muething & Klekamp PLL
November 14, 2006 Page 2
As appropriate, please amend your registration statement in response to this comment.
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 response to our comment 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 comment.

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

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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

December 6, 2005

Mr. Ronald S. Stowell
Vice President, Chief Financial Officer and Treasurer
LSI Industries Inc.
10000 Alliance Road
Cincinnati, Ohio 45242

      Re:	LSI Industries
      Form 10-K for the fiscal year ended June 30, 2005
		File No. 0-13375

Dear Mr. Stowell,

	We have completed our review of your Form 10-K and related
filings and do not, at this time, have any further comments.

      Sincerely,

							Martin F. James
							Senior Assistant Chief
Accountant

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

SEC Correspondence Letter

 December 1,
2005

 Ms. Angela Crane

 Branch Chief

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

RE:
Comment Letter Dated October 4, 2005 – LSI Industries Inc. Form 10-K for the fiscal year ended June 30, 2005 - File No. 0-13375

 Dear Ms. Crane:

 I am in receipt of the SEC’s comment letter regarding LSI’s Form 10-K. This second response letter is in reference
to a request for further information from Eric Atallah in a telephone call on or about November 10, 2005. This letter should be read in conjunction with LSI’s response letter to the SEC dated October 13, 2005. LSI has responded to the
additional questions raised below.

 In response to your letter
and additional questions, LSI hereby continues to acknowledge:

•

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

•

SEC staff comments or changes to disclosure in response to staff comments in the filings reviewed by the SEC staff do not foreclose the SEC from taking any action with respect to
the filling; and

•

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

 Note 8 – Shareholders’ Equity, page S-28

 2. We note that you changed the distribution method of your deferred
compensation plan in April 2004 to allow terminated participants to receive cash distribution rather than share distributions; therefore the plan is now subject to variable accounting. With respect to the accounting adjustment that was booked in the
fourth quarter of fiscal 2005, tell us what effect the adjustment would have had on the fiscal year 2004, your previously reported fiscal 2005 Form 10-Q’s, and on the fourth quarter of fiscal 2005. In your response, specifically reference Staff
Accounting Bulletin 99 (SAB 99) and SAB Topic 5F.

 LSI
recorded an after-tax expense adjustment in the fourth quarter of fiscal 2005 in the amount of $469,000. Of this amount, $164,000 relates to periods prior to the fourth quarter of fiscal 2005. A total of $305,000 of the $469,000 adjustment relates
to the fourth quarter of fiscal 2005. The non-cash expense adjustment was related to variable accounting treatment for the Company’s non-qualified deferred compensation plan in which shares held in the plan must be “marked-to-market”
and a corresponding

income or expense recorded in the period. The table below presents the market price of LSI common shares at the period end indicated.

 LYTS Stock Price at Period End

 April 27, 2004

$
10.0288

[ Average cost of shares in the Plan. ]

 Fiscal Year 2004

$
11.50

 1Q FY 2005

$
10.44

 2Q FY 2005

$
11.45

 3Q FY 2005

$
11.23

 4Q FY 2005

$
13.94

[ This was the quarter in which the adjustment was recorded. ]

 Comments

a.
LYTS stock price fluctuates each quarter.

b.
The largest increase in stock price, and the increase causing the majority of the non-cash compensation expense occurred in the fourth quarter of fiscal 2005, the quarter in which
the adjustment was recorded.

 The table below
makes a Proforma Adjustment to the As Reported Net Income to arrive at a Proforma Net Income for each period indicated. The Proforma Adjustment would restate the indicated fiscal period to reflect the portion of the $164,000 expense adjustment that
relates to the respective period prior to the fourth quarter of fiscal 2005.

 Net Income ($000)

As
Reported

Proforma
Adjustment

Proforma

% Difference

 4Q FY 2004

1,163

(183
)

980

(15.74
)%

 Fiscal Year 2004

8,690

(183
)

8,507

(2.11
)%

 1Q FY 2005

3,316

105

3,421

3.17
%

 2Q FY 2005

4,792

(117
)

4,675

(2.44
)%

 3Q FY 2005

2,422

31

2,453

1.28
%

 Sub-Total 4Q FY04 through 3Q FY05

11,693

(164
)

11,529

1.42
%

As
Reported

Proforma
Adjustment

Proforma

% Difference

 4Q FY 2005

4,106

164

4,270

4.00
%

 Fiscal Year 2005

14,636

183

14,819

1.25
%

 The fourth quarter of
fiscal 2004 has the largest percentage difference between the As Reported Net Income and the Proforma net income. The effect on all other periods ranges, in absolute percentages, from 1.28% to 4%, and averages 2.26%.

 SEC Staff Accounting Bulletin No. 99 – Materiality (SAB 99)
discusses materiality and potential misstatements of financial information. SAB 99 paraphrases the Financial Accounting Standards Board

 - 2 -

(FASB) in which it indicated that materiality decisions must “take into account all the relevant considerations. In so doing, it made clear that
magnitude by itself, without regard to the nature of the item and the circumstances in which the judgment has to be made, will not generally be a sufficient basis for a materiality judgment.” SAB 99 further states “Evaluation of
materiality requires a registrant and its auditor to consider all relevant circumstances …”

 While SAB 99 speaks to circumstances where misstatements of relatively small amounts could still have a material effect on the financial statements and
the trends which a reader might infer, LSI believes these principles likewise apply to the circumstance of the deferred compensation plan accounting adjustment made by LSI in the fourth quarter of fiscal 2005. While the potential misstatement in the
fourth quarter of fiscal 2004, represents a higher percentage difference than all other quarters, in the context of the analyses below we believe does not rise to the level of materiality described in SAB 99 and in SAB Topic 5F requiring
restatement.

 The following points were considered by LSI and
its Registered Independent Public Accounting Firm, Grant Thornton, to be appropriate:

1.
The accounting adjustment for the deferred compensation plan accounting treatment was a non-cash charge. When the Plan was amended in the first quarter of fiscal 2006, the net of
tax liability for all such non-cash charges was reclassified to Additional Paid-In-Capital, thereby restoring LSI’s Shareholders’ Equity to where it would have been had we not had the brief period of variable accounting treatment for the
Plan. See Exhibit F.

2.
The triggering variable accounting treatment for the deferred compensation plan was clearly an unintended consequence of a Plan amendment made in April 2004 to require all cash
distributions rather than in-kind distributions of the LSI common shares in a participant’s account. During the period of the fourth quarter of fiscal 2004 through the third quarter of fiscal 2005, LSI was unaware that this Plan amendment
created the need to use variable accounting for the deferred compensation plan and mark-to-market the shares held within the plan. Therefore LSI was neither consciously attempting to meet anybody’s earnings expectations nor attempting to mask
any change in earnings or other trends, etc. by not recording the expense adjustment concurrently in those quarters.

3.
Several graphs, along with their respective data tables, are included as Exhibits A through E to demonstrate graphically that both net income and diluted earnings per share present
the same trend for both the “As Reported” number as well as the “Proforma” number when analyzed with regard to the following measurements:

a.
The six sequential quarters beginning with 4Q FY04 and ending with 1Q FY06

b.
As Reported and Proforma numbers as compared to prior year numbers

c.
As Reported and Proforma numbers as compared to Analyst Consensus estimates

4.
When comparing both the As Reported net income and diluted earnings per share as well as the Proforma net income and diluted earnings per share to the consensus Analyst estimates,
there is no directional change. That is to say, LSI clearly exceeded the Analyst estimate or clearly was under the Analyst estimate in each period regardless of whether the As Reported number or the Proforma number is considered — see Exhibits
D and E.

5.
The potential misstatement never changes a loss into income, or income into a loss.

6.
Shareholders’ Equity and net income are important criteria with respect to LSI’s loan covenant calculations. No Proforma numbers alter the fact that LSI remained in
compliance with all loan covenants at all times.

7.
Analysis of reported and potential Proforma business segment Operating Income indicates that potential misstatements in the periods indicated would not alter the trend from what was
reported. The absolute dollar amount of operating income would change, but not the trend when compared to prior year performance.

 - 3 -

8.
The potential misstatement has no effect on LSI’s compliance with any regulatory requirements.

9.
The potential income adjustment related to variable accounting treatment for the LSI deferred compensation plan would not have caused either an increase or decrease in
management’s compensation. The LSI incentive compensation plan is discretionary in nature and is influenced by the Company’s performance as compared to planned performance. In a situation where an adjustment related to an unintended
consequence of an action taken by the Board of Directors to amend the deferred compensation plan, and that expense consequence had not been contemplated in that fiscal year’s operating plan, the expense would be factored out of the
consideration of incentive compensation awards.

10.
The potential misstatement did not involve concealment of any unlawful transaction.

 LSI believes it is important to take into consideration how the marketplace reacted to this non-cash expense adjustment
associated with variable accounting treatment for the deferred compensation plan. The associated liability would never result in the Company needing to disburse cash or any other consideration to relieve the liability. The Company issued a year-end
press release on August 25, 2005 that did not include the $469,000 expense adjustment, followed by a revised release on September 9, 2005 (prior to filing of the Form 10-K) that included this expense adjustment and reduced net income. The
following are the closing stock prices in the days before and after these two press releases:

 August 22, 2005

$
15.10

 August 23, 2005

$
14.82

 August 24, 2005

$
14.87

 August 25, 2005

$
15.37

FY 2005 Earnings released

 August 26, 2005

$
14.70

 August 29, 2005

$
14.91

 August 30, 2005

$
15.20

 August 31, 2005

$
15.34

 September 1, 2005

$
15.14

 September 2, 2005

$
15.00

 September 6, 2005

$
16.16

 September 7, 2005

$
17.21

 September 8, 2005

$
17.05

 September 9, 2005

$
16.82

Revised FY 2005 Earnings released

 September 12, 2005

$
17.31

 September 13, 2005

$
16.87

 September 14, 2005

$
17.00

 September 15, 2005

$
18.16

 September 16, 2005

$
18.08

 The performance of the stock
subsequent to the issuance of the revised earnings release indicates good market acceptance of the expense adjustment that was required to be recorded in the fourth quarter of fiscal 2005 for the non-cash expense related to marking-to-market the
shares held in the deferred compensation plan. There was no abnormal variation or volatility in LSI’s stock price. In fact, the stock price increased even more after the release of revised earnings as it was up 6% on
September 16th as compared to the closing price on the day before the release of revised earnings – a
period of six business days.

 - 4 -

 LSI believes, as does the SEC when in SAB 99 it states that “assessments of materiality should never
be purely mechanical.” A number of non-quantitative factors, such as those discussed above, must be considered when determining whether or not a potential misstatement is material. While the percentage potential revision of net income in the
fourth quarter of fiscal 2004 appears high at 15.7%, consideration of all other factors led LSI Management to conclude that it was not material.

 We have always maintained full disclosure and the highest degree of integrity in our financial statements, and fully intend to continue doing so in the
future. The circumstances underlying the expense adjustment that was booked in the fourth quarter of fiscal 2005 were fully described in the September 9, 2005 press release, in the Form 10-K for the fiscal year ended June 30, 2005, and the
follow-on treatment and return to fixed accounting was similarly fully described in the fiscal 2006 first quarter press release and Form 10-Q.

 Please call me at (513) 793-3200 with any questions regarding these matters.

 Sincerely,

/S/    RONALD S.
STOWELL

Ronald S. Stowell

Vice President, Chief Financial Officer and Treasurer

 enclosures

 - 5 -

 EXHIBIT A

LSI Industries Inc.

 Net Income

As
Reported

Proforma

 4Q FY04

1,163

980

 1Q FY05

3,316

3,421

 2Q FY05

4,792

4,675

 3Q FY05

2,422

2,453

 4Q FY05

4,106

4,270

 1Q FY06

3,669

3,669

 Comments

1.
Both bars on the graph present the same trend of net income on a sequential quarter basis.

2.
No Proforma Net Income changed the fact that LSI passed all loan covenants.

 EXHIBIT B

LSI Industries Inc.

 Diluted Earnings Per Share

As
Reported

Proforma

 4Q FY04

0.06

0.05

 1Q FY05

0.17

0.17

 2Q FY05

0.24

0.23

 3Q FY05

0.12

0.12

 4Q FY05

0.20

0.21

 1Q FY06

0.18

0.18

 Comment: Both bars on the graph present the
same trend of diluted EPS on a sequential quarter basis.

 EXHIBIT C

LSI Industries Inc.

 Net Income

4Q FY04

1Q FY05

2Q FY05

3Q FY05

4Q FY05

1Q FY06

 Prior Year

2,423

2,601

4,006

920

1,163

3,316

 As Reported

1,163

3,316

4,792

2,422

4,106

3,669

 Proforma

980

3,421

4,675

2,453

4,270

3,669

Period Represented
In the Graph

1

 4Q FY04

2

 1Q FY05

3

 2Q FY05

4

 3Q FY05

5

 4Q FY05

6

 1Q FY06

 Comments

1.
FY04 4th quarter was already well below FY03 4th quarter, even without any proforma adjustment

2.
The “Proforma” net income presents no different trend than the “As Reported” net income — Black bar vs. Blue bar

3.
The “Proforma” net income presents no different trend as compared to the prior year than does the “As Reported” net income.

 EXHIBIT D

LSI Industries Inc.

 Diluted
Earnings Per Share

4Q FY04

1Q FY05

2Q FY05

3Q FY05

4Q FY05

1Q FY06

 Analyst Estimate

0.16

0.13

0.21

0.10

0.17

0.22

 As Reported

0.06

0.17

0.24

0.12

0.20

0.18

 Proforma

0.05

0.17

0.23

0.12

0.21

0.18

Period Represented
In the Graph

1

 4Q FY04

2

 1Q FY05

3

 2Q FY05

4

 3Q FY05

5

 4Q FY05

6

 1Q FY06

 Comments

1.
In all periods the as reported EPS and the proforma EPS were both either above the Analyst Consensus EPS or were both below the Analyst Consensus EPS.
Therefore, any possible restatement would not have changed the comparison to the Analyst Consensus estimates.

 EXHIBIT E

LSI Industries Inc.

 Net Income

4Q FY04

1Q FY05

2Q FY05

3Q FY05

4Q FY05

1Q FY06

 Analyst Estimate

3,276

2,750

3,991

2,047

3,489

4,369

 As Reported

1,163

3,316

4,792

2,422

4,106

3,669

 Proforma

980

3,421

4,675

2,453

4,270

3,669

 Period Represented

 In the
Graph

1

 4Q FY04

2

 1Q FY05

3

 2Q FY05

4

 3Q FY05

5

 4Q FY05

6

 1Q FY06

 Comments

1.
In all periods the as reported Net Income and the proforma Net Income were both either above the Analyst Consensus Net Income or were both below the
Analyst Consensus Net Income. Therefore, any possible restatement would not have changed the comparison to the Analyst Consensus estimates.

 EXHIBIT F

LSI Industries Inc.

 Shareholders’ Equity

3Q FY04

4Q FY04

1Q FY05

2Q FY05

3Q FY05

4Q FY05

1Q FY06

 As Reported

129,037

128,863

130,887

134,317

134,934

138,040

139,866

 Proforma

129,037

128,680

130,809

134,122

134,770

138,040

139,866

 Period Represented

 In the
Graph

1

 3Q FY04

2

 4Q FY04

3

 1Q FY05

4

 2Q FY05

5

 3Q FY05

6

 4Q FY05

7

 1Q FY06

 Comments

1.
Shareholders’ Equity at the end of 3Q FY04 and at the end of 4Q FY05 is identical for both the As Reported number and the Proforma number. There is very little appreciable
difference in the other periods.

2.
No Proforma Shareholde

CORRESP
1
filename1.htm

     Comment Response Letter

October 13, 2005

Ms. Angela Crane

Branch Chief
Securities and Exchange
Commission
100 F Street, N.E.
Washington, D.C. 20549

         RE:
Comment
Letter Dated October 4, 2005 - LSI Industries Inc. Form 10-K
 for                   the
fiscal year ended June 30, 2005 - File No. 0-13375

Dear Ms. Crane:

        I
am in receipt of the SEC’s comment letter regarding LSI’s Form 10-K. LSI has
responded to each of the following points below.

        In
response to your letter, LSI hereby acknowledges:

•
LSI
is responsible for the adequacy and accuracy of the disclosure in           its filings;

•

SEC staff comments or changes to disclosure in response to staff comments in the filings
reviewed by the SEC staff do not foreclose the SEC from taking any action with respect to
the filling; and

•

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

Note 1 – Summary of
Significant Accounting Policies, page S-19

         1.
          We note that in certain situations
          you recognize product revenue before
          installation has been completed. Please
          tell us and revise future filings
          to disclose the specific terms and
          conditions of those agreements in
          which you recognize product revenue prior
          to installation and tell us why
          revenue recognition upon shipment is appropriate.

LSI
reviewed its revenue recognition policy as it relates to both SEC Staff Accounting
Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements, and Emerging Issues
Task Force (EITF) 00-21, Revenue Arrangements with Multiple Deliverables. LSI believes its
policy meets the criteria discussed in both pronouncements and that revenue has been
properly accounted for as discussed below.

LSI’s
Revenue Recognition Policy states “Product revenue related
to orders  where the customer requires
the Company to install the product is
generally  recognized when the product is
installed.” This is the revenue recognition model with most customer programs
where the customer requires the Company to install the product. When LSI is not involved
in the installation, revenue is recognized when the product is shipped. LSI’s Revenue
Recognition Policy further states “In some situations, product revenue is recognized
when the product is shipped, before it is installed, because by agreement the customer has
taken title to and risk of ownership for the product before installation has been
completed.” As indicated below, this does not occur very often and does not involve
material amounts of revenue.

The
Lighting Segment has had only two small (in revenue and time duration) customer programs
over the past thirteen years where LSI was asked to arrange for the installation of
lighting fixtures. Clearly, most often LSI is not involved in the installation of its
lighting products. These two programs were handled by LSI identifying independent
qualified subcontractors to perform the installation work. Terms and conditions of both of
these programs (one with ConocoPhillips in fiscal 2004 and one in fiscal 2005) were
defined by purchase orders received from the customer or by a customer agreement. The
customer received net 30 terms, agreed to accept title to and assume all risk of ownership
of the product when it was shipped from the LSI location to the job site or to the
warehouse used by the electrical installation subcontractor. They did not receive any
special terms related to return of product. Upon completion of installation of all light
fixtures at the job site, installation revenue was recorded. The time between product
shipment and installation ran between three to seven weeks on average, but could have been
as long as three or four months.

The
Graphics Segment is responsible for installation of LSI graphic products in many customer
programs or situations. In the clear majority of situations or programs, both product
revenue and installation revenue are recognized after the installation has been completed.
However, there have been a few situations in which product revenue was recognized at the
time of shipment and installation revenue was separately recognized later when the product
had been installed. In all of the latter cases, terms of the sale to the customer through
the purchase order or customer agreement specify that the customer takes title to the
product and assumes all risk of ownership at the time of shipment.

An
example of this circumstance was the Burger King menu board roll out program in the second
half of fiscal 2004 and first half of fiscal 2005. LSI’s menu board subsidiary
received from the customer a “Drive Thru Menu Board Order Form” for each
location (total of about 1,300 stores) as well as an order form for the interior menu
board if applicable. The terms of sale of the menu board clearly indicate that the
customer takes title to and all risk of ownership of the product when it is shipped from
the LSI facility. The customer made a separate decision for each store location, either at
the time of purchase of the menu board or later, regarding what company it wanted to
install the menu boards. If LSI was asked to handle the installation, LSI’s
installation subsidiary received a purchase order or other correspondence regarding
installation of the menu board (this occurred with approximately 300 of the 1,300 stores).
The store received one invoice from the LSI menu board manufacturing subsidiary at the
time the product shipped to either the store site or to the installation contractor, and a
second invoice from the LSI installation subsidiary when installation was complete. LSI
recorded revenue as each invoice was issued to the customer.

In
fiscal 2005 the only other Graphics program for which product revenue was recorded at time
of shipment and installation revenue was recorded when the installation was complete was a
small Shell program. Both product manufacturing and installation management were handled
by one LSI subsidiary. The terms of sale for the program, in accordance with a signed
agreement from the customer, include the following: 1) the customer takes title to the
product at time of shipment from the LSI facility; 2) 100% of the product value must be
paid for at time of shipment; 3) 75% of the installation price must be paid upon
completion of installation; and 4) the 25% installation hold back must be paid upon site
approval by Shell Oil.

Note 8 –
Shareholders’ Equity, page S-28

         2.
          We note that you changed the
          distribution method of your deferred
          compensation plan in April 2004 to
          allow terminated participants to receive
          cash distribution rather than share
          distributions; therefore the plan is
          now subject to variable accounting. Please
          confirm that the change was accounted
          for from the date of the modification,
          or April 2004. If so, tell us
          what effect the modification had on
          the fiscal year 2004 and your
          previously reported Form 10-Q’s.

LSI
has a Non-Qualified Deferred Compensation Plan that is fully funded in a Rabbi Trust with
100% of the contributed cash invested in LSI common shares (“LYTS”). This
response confirms that LSI has accounted for the change to variable accounting beginning
with the April 27, 2004 date of the Plan modification. The Company reviewed and analyzed
the effect this modification would have had on fiscal year 2004 (fourth quarter issue
only) as well as the first three quarters of fiscal 2005. The entire adjustment ($775,000
pre-tax expense or $469,000 net of tax) was recorded in the fourth quarter of fiscal 2005.
Grant Thornton, the Company’s registered independent public accounting firm, reviewed
the Company’s analysis and concurred with our conclusion that it was appropriate to
record the adjustment in the fourth quarter of fiscal 2005.

The
Company’s analysis took into account the after-tax impact on earnings per share of
the potential non-cash compensation expense adjustment in the quarters indicated below,
the Company’s EPS guidance (if any) that had been issued for that quarter, and the
EPS trend. The quarterly after-tax impact on net income and diluted EPS to mark-to-market
the shares in the Company’s Non-Qualified Deferred Compensation Plan, with the fourth
quarter of fiscal 2004 adjustment calculated for the time period April 27, 2004 to June
30, 2004, was as follows:

            LYTS
Stock Price at Period End

April 27, 2004
$10.0288
[Average cost of shares in the Plan.]

Fiscal Year 2004
$11.50

1Q FY 2005
$10.44

2Q FY 2005
$11.45

3Q FY 2005
$11.23

4Q FY 2005
$13.94

[This was the quarter in which the adjustment was recorded.]

Comments

                    a.

                    LYTS stock price fluctuates each quarter.

                    b.

                    The largest increase in stock price, and the increase causing the majority of
                    the non-cash compensation expense occurred in the fourth quarter of fiscal 2005,
                    the quarter in which the adjustment was recorded.

            Net
Income ($000)

     Reported
     Adjustment
     Proforma
     % Change

     4Q FY 2004

       1,163

       (183
        )
       980

       (15.74
        )%

     Fiscal Year 2004
       8,690

       (183
        )
       8,507

       (2.11
        )%

     1Q FY 2005
       3,316

       105

       3,421

       3.17
        %

     2Q FY 2005
       4,792

       (117
        )
       4,675

       (2.44
        )%

     3Q FY 2005
       2,422

       31

       2,453

       1.28
        %

     4Q FY 2005
     This was the quarter in which the adjustment was recorded.

     Before Adjust.
     Adjust
     Reported
     % Change

     Fiscal Year 2005

       15,105

       (469
        )
       14,636

       (3
        .11)%

Comments

                    a.

                    Third quarter earnings are lower primarily due to normal seasonality.

                    b.

                    While the percent of change for 4Q FY 2004 is not insignificant, the change did
                    not effect the overall trend in net income and was not significant to net income
                    for the fiscal year.

                    c.

                    The potential compensation expense adjustment as a percentage of reported net
                    net income was small in every quarter of fiscal 2005, averaging 2.30% (absolute
                    number), and was 2.11% in fiscal 2004.

                    d.

                    The effect of the cumulative compensation expense adjustment as a percentage of
                    net income prior to the adjustment was only 3.11% in fiscal 2005.

Earnings Per Share

     Reported
     Adjustment
     Proforma
     % Change

     Fiscal Year 2004

       0
        .43
       0
        .009
       0
        .42
       (2
        .09)%

     1Q FY 2005
       0
        .17
       0
        .0053
       0
        .18
       3
        .12%

     2Q FY 2005
       0
        .24
       (0
        .0058)
       0
        .23
       (2
        .41)%

     3Q FY 2005
       0
        .12
       0
        .0015
       0
        .12
       1
        .25%

     4Q FY 2005
     This was the quarter in which the adjustment was recorded.

     Before Adjust.
     Adjust
     Reported
     % Change

     Fiscal Year 2005

       0.75

       (0.
        0234)
       0.73

       (3
        .11)%

Comments

                    a.

                    The potential compensation expense adjustment as a percentage of reported EPS
                    was small in every quarter of fiscal 2005, averaging 2.26% (absolute number),
                    and was 2.09% in fiscal 2004.

                    b.

                    Third quarter earnings are lower primarily due to normal seasonality.

LSI EPS Guidance (if any)

     Reported
     Proforma
     LSI Guidance (if any)

     Fiscal Year 2004

       0
        .43
       0
        .42
       0.44 to 0.45

     1Q FY 2005
       0
        .17
       0
        .18
       none

     2Q FY 2005
       0
        .24
       0
        .23
       none

     3Q FY 2005
       0
        .12
       0
        .12
       none

     4Q FY 2005
       0
        .20*

       0.20 to 0.21

                  *
Includes the compensation adjustment.

Comments

                    a.

                    Actual reported EPS in fiscal 2004 was already below Company guidance by one to
                    two cents.

The
potential compensation expense adjustment would have reduced EPS by only $0.01 from what
was reported.

                    b.

                    Fourth quarter fiscal 2005 EPS, after the $469 compensation expense adjustment
                    was recorded, was still consistent with Company guidance.

                    c.

                    Third quarter earnings are lower due to normal seasonality.

        Please
call me at (513) 793-3200 with any questions regarding these matters.

Sincerely,

/s/Ronald S. Stowell
——————————————

Ronald S. Stowell

Vice President, Chief Financial
 Officer and Treasurer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010
      October 4, 2005

By U.S. Mail and Facsimile to (513) 791-0813

Mr. Ronald S. Stowell
Vice President, Chief Financial Officer and Treasurer
LSI Industries Inc.
10000 Alliance Road
Cincinnati, Ohio 45242

      Re:	LSI Industries
      Form 10-K for the fiscal year ended June 30, 2005
		File No. 0-13375

Dear Mr. Stowell,

      We have reviewed your filing and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments.  Where indicated, we think you should revise your
future filings in response to these comments.  If you disagree, we
will consider 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 comments, we may ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.

	Please understand that the purpose of our review 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 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 fiscal year ended June 30, 2005

Note 1  - Summary of Significant Accounting Policies, page S-19

1. We note that in certain situations you recognize product
revenue
before installation has been completed.  Please tell us and revise
future filings to disclose the specific terms and conditions of
those
agreements in which you recognize product revenue prior to
installation and tell us why revenue recognition upon shipment is
appropriate.

Note 8 - Shareholders` Equity, page S-28

2. We note that you changed the distribution method of your
deferred
compensation plan in April 2004 to allow terminated participants
to
receive cash distributions rather than share distributions;
therefore
the plan is now subject to variable accounting. Please confirm
that
the change was accounted for from the date of the modification, or
April 2004. If so, tell us what effect the modification had on
fiscal
year 2004 and your previously reported Form 10-Q`s.

`````
        As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter 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 comments after reviewing your responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts 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 the filing;

* 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Eric Atallah, Staff Accountant at (202) 551-
3663
or me at (202) 551-3554 regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact Martin James, Senior Assistant Chief Accountant, at (202)
551-3671 with any other questions.

      								Sincerely,

								Angela Crane
								Branch Chief

??

??

??

??

Mr. Ronald S. Stowell
LSI Industries, Inc.
Page 3

</TEXT>
</DOCUMENT>