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As filed with the Securities and Exchange Commission on September
6, 1996.
Registration No. 333-__________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________________
Incorporated LSI INDUSTRIES INC. I.R.S. Employer
Under the Laws 10000 ALLIANCE ROAD Identification No.
of Ohio CINCINNATI, OHIO 45242 31-0888951
_______________________________
LSI INDUSTRIES INC.
NONQUALIFIED DEFERRED COMPENSATION PLAN
________________________________
Gary P. Kreider, Esq.
Keating, Muething & Klekamp, P.L.L.
1800 Provident Tower
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Offering Registra-
Registered Registered Per Share Price tion Fee
Common 200,000 $16.375(3) $3,275,000(3) $1,130.00(4)
Stock,(1) Shares(2)
no par
value
_________________________________________________________________
(1) In addition, this Registration Statement also covers an
indeterminate amount of interests offered or sold pursuant
to the LSI Industries Inc. Nonqualified Deferred
Compensation Plan.
(2) This Registration Statement is filed for up to 200,000
shares of LSI Industries Inc. Common Stock issuable pursuant
to the Plan.
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(3) Estimated solely for purposes of calculating registration
fee.
(4) Registration fee has been calculated pursuant to Rule 457(h)
based on the average of the high and low prices of the
Common Stock quoted on the Nasdaq Stock Market on September
4, 1996 of $16.375 per share.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by LSI Industries Inc. (the
"Company") with the Securities and Exchange Commission are
incorporated herein by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the Fiscal
Year ended June 30, 1996.
2. The description of the Company's Common Stock contained
in the Registration Statement on Form 8-A filed on
April 11, 1985 under the Securities Exchange Act of
1934.
All reports and other documents filed by the Company pursu-
ant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all Common Stock offered has been
sold or which deregisters all Common Stock then remaining unsold,
shall be deemed to be incorporated by reference in this Registra-
tion Statement and to be a part hereof from the date of filing
such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock offered hereby will be
passed upon for the Company by Keating, Muething & Klekamp,
P.L.L., 1800 Provident Tower, One East Fourth Street, Cincinnati,
Ohio 45202. Michael J. Burke, a Director and Assistant Secre-
tary of the Company, is a partner of Keating, Muething & Klekamp,
P.L.L. Attorneys of Keating, Muething & Klekamp, P.L.L. own
17,574 shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers
Ohio Revised Code, Section 1701.13(E) allows indemnification
by the Company to any person made or threatened to be made a
party to any proceedings, other than a proceeding by or in the
right of the Company, by reason of the fact that he is or was a
director, officer, employee or agent of the Company, against
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expenses, including judgments and fines, if he acted in good
faith and in a manner reasonably believed to be in or not opposed
to the best interests of the Company and, with respect to crimi-
nal actions, in which he had no reasonable cause to believe that
his conduct was unlawful. Similar provisions apply to actions
brought by or in the right of the Company, except that no indem-
nification shall be made in such cases when the person shall have
been adjudged to be liable for negligence or misconduct to the
Company unless deemed by the court. Indemnification is to be
made by a court of competent jurisdiction, the majority vote of a
quorum of disinterested directors, the written opinion of inde-
pendent counsel or by the shareholders. The Registrant's Code of
Regulations extends such Indemnification.
The Registrant maintains director and officer liability
insurance which provides coverage against certain liabilities.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
See the Index to Exhibits included herewith.
Item 9. Undertakings
9.1 The undersigned Registrant hereby undertakes to file
during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement (i) to
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, (ii) to reflect in the prospectus any
facts or events arising after the effective date of this Regis-
tration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registra-
tion Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such infor-
mation in the Registration Statement; provided, however, that (i)
and (ii) shall not apply if the information required to be
included in a post-effective amendment is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporat-
ed by reference in this Registration Statement.
9.2 The undersigned Registrant hereby undertakes that, for
the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be
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a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
9.3 The undersigned Registrant hereby undertakes to remove
from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the
termination of the offering.
9.4 The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
9.5 Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Regis-
trant in the successful defense of any action, suit, or proceed-
ing) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Regis-
trant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnifica-
tion by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
Cincinnati, Ohio, on September 5, 1996.
LSI INDUSTRIES INC.
By:/s/Robert J. Ready
__________________________
Robert J. Ready, President
and Chairman of the Board
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Capacity Date
/s/Robert J. Ready President and September 5,
__________________ Chairman of the 1996
Robert J. Ready Board of Directors
(Principal
Executive Officer)
/s/James P. Sferra Executive Vice September 5,
___________________ President, 1996
Secretary and
James P. Sferra Director
/s/Ronald S. Stowell Chief Financial September 5,
____________________ Officer and 1996
Ronald S. Stowell Treasurer
(Principal
Financial Officer
and Principal
Accounting Officer)
/s/Donald E. Whipple Director September 5,
____________________ 1996
Donald E. Whipple
/s/John N. Taylor, Jr. Director September 5,
_____________________ 1996
John N. Taylor, Jr.
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/s/Michael J. Burke Assistant Secretary September 5,
_____________________ and Director 1996
Michael J. Burke
/s/Allen L. Davis Director September 5,
____________________ 1996
Allen L. Davis
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EXHIBIT INDEX
Exhibit No. Description Filing Status
4.1 LSI Industries Inc. Nonqualified *
Deferred Compensation Plan
4.2 Rabbi Trust Agreement under the LSI *
Industries Inc. Nonqualified
Deferred Compensation Plan
5 Opinion of Keating, Muething & Filed
Klekamp, P.L.L. herewith
23.1 Consent of Arthur Andersen LLP Filed
herewith
23.2 Consent of Price Waterhouse LLP Filed
herewith
23.3 Consent of Keating, Muething & Filed
Klekamp, P.L.L. herewith
*Incorporated by reference to the Registrant's Form 10-K for
the Fiscal Year Ended June 30, 1996.
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EXHIBIT 5
FACSIMILE (513) 579-6457
September 5, 1996
Direct Dial: (513) 579-6411
LSI Industries Inc.
10000 Alliance Road
Cincinnati, Ohio 45242
Gentlemen:
This firm is general counsel to LSI Industries Inc. and as such, is
familiar with the Company's Articles of Incorporation, Code of
Regulations and corporate proceedings generally. We have reviewed the
corporate records as to the establishment of the Company's Nonqualified
Deferred Compensation Plan which calls for the issuance of shares of
Common Stock to certain employees of the Company and its subsidiaries
pursuant to the terms of the Plan. Based solely upon such examination,
we are of the opinion that:
1. The Company is a duly organized and validly existing
corporation under the laws of Ohio; and
2. The Company has taken all necessary and required corporate
actions in connection with the proposed issuance of 200,000 shares of
Common Stock pursuant to the Plan, and the Common Stock, when issued and
delivered, will be validly issued, fully paid and non-assessable shares
of Common Stock of the Company free of any claim of pre-emptive rights.
We hereby consent to be named in the Registration Statement and the
Prospectus part thereof as the attorneys who have passed upon legal
matters in connection with the issuance of the aforesaid Common Stock and
to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
KEATING, MUETHING & KLEKAMP, P.L.L.
BY: /s/Gary P. Kreider
_________________________________
Gary P. Kreider
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
report dated August 14, 1996 included in LSI Industries Inc.'s
Form 10-K for the year ended June 30, 1996, and to all references
to our Firm included in this Registration Statement.
Arthur Andersen LLP
Cincinnati, Ohio
September 4, 1996
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated August 18,
1995, which appears on page S-5 of LSI Industries Inc.'s Annual
Report on Form 10-K for the year ended June 30, 1995.
PRICE WATERHOUSE LLP
Cincinnati, Ohio
August 30, 1996
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