SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 8, 2002

LSI INDUSTRIES INC.
(Exact name of registrant as specified in its charter)

             Ohio              
(State or other jurisdiction of incorporation              0-13375              
(Commission File Number)      31-0888951     
(IRS Employer
Identification No.)

10000 Alliance Road, Cincinnai, Ohio 45242

(Address of principal executive offices) Zip Code

Registrant's telephone number, including area code (513) 793-3200

(Former name or former address, if changed since last report.)

ITEM 4.    CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

(a) On April 8, 2002, the Company dismissed Arthur Andersen LLP as the independent public accountant to audit the consolidated financial statements of the Company.

(b) On April 8, 2002, the Company engaged Grant Thornton LLP as the Company’s independent accountants. Following a review of the Company’s accounting services in recent years, the Board of Directors initiated a process to solicit bids from Deloitte & Touche LLP, Ernst & Young LLP, Grant Thornton LLP, and PricewaterhouseCoopers LLP. The Audit Committee of the Company’s Board of Directors, after reviewing audit proposals from all four firms, approved the selection of Grant Thornton as the Company’s independent accountants to replace Arthur Andersen, effective April 8, 2002.

(c) Arthur Andersen's report on the Company's financial statements for each of the last two fiscal years did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company’s two most recent fiscal years and the subsequent interim period preceding the replacement of Arthur Andersen, there were no disagreements with Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Arthur Andersen, would have caused them to make a reference to the subject matter of the disagreement(s) in connection with its report. The Company has authorized Arthur Andersen to respond fully to any inquiries by Grant Thornton.

(d) Arthur Andersen did not advise the Company either during the Company's two most recent fiscal years or during the subsequent interim period preceding the Company’s decision not to extend Arthur Andersen’s engagement:

(1) that the internal controls necessary for the Company to develop reliable financial statements did not exist;

(2) that information had come to its attention that had led it to no longer be able to rely on management’s representations, or that had made it unwilling to be associated with the financial statements prepared by management;

(3) of the need to expand significantly the scope of its audit, or that information had come to its attention during the two most recent fiscal years or any subsequent interim period that if further investigated might (i) materially have impacted the fairness or reliability of either: a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the most recent financial statements covered by an audit report, or (ii) have caused it to be unwilling to rely on management’s representations or be associated with the Company’s financial statements; or

(4) that information had come to its attention that it had concluded materially impacts the fairness or reliability of either (i) a previously issued audit report or the underlying financial statements, or (ii) the financial statements issued or to be issued covering the fiscal periods subsequent to the date of the most recent financial statements covered by an audit report, including information that, unless resolved to the accountant’s satisfaction, would prevent it from rendering an unqualified audit report in those financial statements.

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(e) As stated above, the Company has engaged Grant Thornton, independent accountant, as the principal accountant to audit the consolidated financial statements of the Company for fiscal year 2002.

(f) During the two most recent fiscal years and during the interim period prior to engaging Grant Thornton, neither the Company nor anyone on its behalf consulted Grant Thornton regarding either: (a) the application of accounting principles to a specified transaction (either completed or proposed) or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (b) any matter that was the subject of either a disagreement or a reportable event.

(g) A letter from Arthur Andersen addressed to the Securities and Exchange Commission pursuant to Regulation S-K, Item 304(a)(3) has been included as Exhibit 16 to this Form 8-K.

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

16 Letter from Arthur Andersen LLP to the Securities and Exchange Commission, dated April 12, 2002, regarding its agreement with the statements made in paragraph 4(a) and 4(c) of the current report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

LSI Industries Inc.

BY:  /s/Robert J. Ready                            
Robert J. Ready
President and Chief Executive Officer
(Principal and Executive Officer)  /s/Ronald S. Stowell                            
Ronald S. Stowell
Vice President, Chief Financial Officer
and Treasurer
(Principal Accounting Officer)

April 12, 2002

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LSI INDUSTRIES INC.

FORM 8-K

INDEX TO EXHIBITS

Index
Number

16
                                                    Exhibit Description                                                           

Letter from Arthur Andersen LLP to the Securities and Exchange Commission, dated April 12, 2002, regarding its agreement with the statements made in the current report on Form 8-K.

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