Exhibit 10(iii)A(71)
                                   [NSI Logo]

                            PERSONAL & CONFIDENTIAL

TO: John Morgan

FROM: Jim Balloun

DATE: October 24, 2001

                                 GOING FORWARD
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     We've re-organized Lithonia to relieve you of responsibilities there so
you can give full attention to driving improvements at Holophane and begin to
take leadership for corporate initiatives. I expect that this will lead to more
responsibility and advancement in Acuity Brands. You will be located in Atlanta
and you will be traveling to Ohio and other locations. It is in our interest
that you move from Ohio to Atlanta, and you intend to purchase a home here.

     The company will provide a relocation benefit consisting of the following:

     (a)  your expenses for moving your household effects to Atlanta;

     (b)  brokerage and closing costs (up to two points) you incur in connection
          with the sale of your home in Ohio and the purchase of a home in
          Atlanta; and,

     (c)  when you move, a one-time payment of one month's salary to assist you
          in the relocation.

     In addition to the foregoing, we will assist you in obtaining a bridge
loan through the company should you purchase a home in Atlanta prior to
selling your home in Ohio.

     Finally, in the unlikely event that you are asked to re-locate within the
next three years, we will reimburse you for the difference, if any, between
what you paid for your house and the selling price. This is not to exceed
$80,000, and will be grossed up for tax impact.

     I hope this transition goes smoothly. I look forward to working together
to make it a roaring success.

cc:  Joe Parham