8-K

                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 29, 1996



                       LSI Industries Inc.
      (Exact name of registrant as specified in its charter)



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



           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.)






ITEM 4.  CHANGES IN REGISTRANT S CERTIFYING ACCOUNTANT

(a) On March 29, 1996, the Company determined to terminate the
engagement of Price Waterhouse LLP (Price Waterhouse), the
Company s independent accountants, who were previously engaged as
the independent accountant to audit the consolidated financial
statements of the Company.

(b) On March 29, 1996, the Company selected Arthur Andersen LLP
(Arthur Andersen) 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 both Price Waterhouse and Arthur Andersen, who also serves
as the Company s tax advisor.  The Audit Committee of the
Company s Board of Directors, after reviewing audit proposals
from both Price Waterhouse and Arthur Andersen, approved the
selection of Arthur Andersen as the Company s independent
accountants and replacement for Price Waterhouse, effective March
29, 1996.

(c) Price Waterhouse 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 through March 29, 1996, there were no disagreements
with Price Waterhouse 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 Price Waterhouse, 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 Price
Waterhouse to respond fully to any inquiries by Arthur Andersen.

(d) Price Waterhouse did not advise the Company either during the
Company s two most recent fiscal years or through March 29, 1996:

    (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.


(e) As stated above, the Company has engaged Arthur Andersen,
independent accountant, as the principal accountant to audit the
consolidated financial statements of the Company for fiscal year
1996.

(f) During the two most recent fiscal years and during the
interim period prior to engaging 
Arthur Andersen, neither the Company nor anyone on its behalf
consulted Arthur Andersen 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 neither a
written report nor oral advice was provided to the Company that
Arthur Andersen 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 Price Waterhouse addressed to the Securities
and Exchange 
Commission pursuant to Regulation S-K, Item 304(a)(3) has been
included as Exhibit A to this Form 8-K.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

    (c)   Exhibits

    16.1  Letter from Price Waterhouse LLP to the Securities and
Exchange Commission, 
dated April 4, 1996, regarding its agreement with the statements
made in paragraph 4(a) 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            /s/ Ronald S. Stowell
    ______________________________ ______________________________
    Robert J. Ready                Ronald S. Stowell
    President and Chief             Chief Financial Officer and
    Executive Officer              Treasurer (Principal
    (Principal and Executive       Accounting Officer)
    Officer)


April 5, 1996




                       LSI INDUSTRIES INC.

                             FORM 8-K

                        INDEX TO EXHIBITS




Index
Number                       Exhibit Description

16.1                Letter from Price Waterhouse LLP to the
                    Securities and Exchange Commission, dated
                    April 4, 1996, regarding its agreement with
                    the statements made in the current report on
                    Form 8-K.

EX-16

                                                  EXHIBIT 16.1



                       PRICE WATERHOUSE LLP
                        2200 CHEMED CENTER
                      255 EAST FIFTH STREET
                     CINCINNATI, OHIO  45202


April 4, 1996


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549


Ladies and Gentlemen:

We have read Item 4 of LSI Industries Inc. Form 8-K  dated March
29, 1996 and are in agreement with the statements contained in
paragraphs 4(a), 4(c) and 4(d) therein.

Yours very truly,


Price Waterhouse LLP