8-K

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

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): March 24, 2005

LSI INDUSTRIES INC.

(Exact name of Registrant as specified in its Charter)

Ohio	0-13375	31-0888951
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10000 Alliance Road, Cincinnati, 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.)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.    Entry into a Material Definitive Agreement.

        Effective March 24, 2005, the Registrant entered into an Amendment to Credit Agreement with PNC Bank, National Association and The Fifth Third Bank which extends the termination date of the Credit Agreement on terms described in the exhibit identified below, filed herewith and incorporated by reference herein.

Item 9.01.     Financial Statements and Exhibits.

(c) Exhibits

10.1 Amendment to Credit Agreement dated March 24, 2005 among the Registrant, PNC Bank, National Association, in its capacity as syndication agent and administrative agent, PNC Bank, National Association, in its capacity as lender and The Fifth Third Bank

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/Ronald S. Stowell
——————————————
Ronald S. Stowell
Vice President, Chief Financial Officer
and Treasurer
(Principal Accounting Officer)

March 24, 2005

EX-10

Exhibit 10.1

AMENDMENT TO CREDIT AGREEMENT

        LSI INDUSTRIES INC., an Ohio corporation (the “Borrower”), the financial institutions listed on the signature pages hereto (individually a “Lender” and collectively the “Lenders”), and PNC BANK, NATIONAL ASSOCIATION as the administrative agent and the syndication agent (in such capacity the “Administrative Agent” or “Agent”) hereby agree as follows:

1. Recitals.

1.1 On March 30, 2001, Agent, Borrower and Lenders entered into a Credit Agreement (as previously amended, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined will have the meanings given such terms in the Credit Agreement.

1.2 Borrower, Agent and Lenders desire to amend the Credit Agreement pursuant to this Amendment to Credit Agreement (the “Amendment”).

2. Amendments.

2.1 Section 1.1 of the Credit Agreement is amended to change the definition of Revolving Credit Termination date to provide as follows:

Revolving Credit Termination Date: March 31, 2008 as to the Three Year Notes and the Swingline Note and March 22, 2006 as to the 364 Day Notes.

3. Representations and Warranties. To induce Lenders and Agent to enter into this Amendment, Borrower represents and warrants as follows:

3.1 The representations and warranties of Borrower contained in the Credit Agreement are deemed to have been made again on and as of the date of execution of this Amendment.

3.2 No Event of Default (as such term is defined in the Credit Agreement) or event or condition which with the lapse of time or giving of notice or both would constitute an Event of Default exists on the date hereof.

3.3 The person executing this Amendment and the loan documents to be executed in connection herewith is a duly elected and acting officer of Borrower and is duly authorized by the Board of Directors of Borrower to execute and deliver such documents on behalf of Borrower.

4. General.

4.1 Except as expressly modified herein, the Credit Agreement, as amended, is and remains in full force and effect.

4.2 Nothing contained herein will be construed as waiving any default or Event of Default under the Credit Agreement or will affect or impair any right, power or remedy of Lenders or Agent under or with respect to the Credit Agreement, as or any agreement or instrument guaranteeing, securing or otherwise relating to any of the Credit Agreement.

4.3 This Amendment will be binding upon and inure to the benefit of Borrower, Agent and Lenders and their respective successors and assigns.

4.4 All representations, warranties and covenants made by Borrower herein will survive the execution and delivery of this Amendment.

4.5 This Amendment will in all respects be governed and construed in accordance with the laws of the State of Ohio.

Executed as of March 24, 2005.

LSI INDUSTRIES INC.


BY:  /s/Ronald S. Stowell
      ————————————————————————
      Name:  Ronald S. Stowell
      Title:  Vice President, Chief Financial Officer and Treasurer

PNC BANK, NATIONAL ASSOCIATION,
in its capacity as the Administrative
Agent and the Syndication Agent hereunder


BY:  /s/Gregory S. Buchanan
      ————————————————————————
      Name:  Gregory S. Buchanan
      Title:  Vice President

PNC BANK, NATIONAL ASSOCIATION,
in its capacity as a Lender


BY:  /s/Gregory S. Buchanan
      ————————————————————————
      Name:  Gregory S. Buchanan
      Title:  Vice President

THE FIFTH THIRD BANK, in its capacity as a Lender


BY:  /s/Christopher R. Ramos
      ————————————————————————
      Name:  Christopher R. Ramos
      Title:  Vice President