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


                                 April 30, 2001
                Date of Report (Date of earliest event reported)

                            Ballantyne of Omaha, Inc.
             (Exact name of registrant as specified in its charter)

    Delaware                         0-13906                     47-0587703
(State or other                    (Commission                  (IRS Employer
jurisdiction of                    File Number)              Identification No.)
incorporation)

                   4350 McKinley Street, Omaha, Nebraska 68112
               (Address of principal executive offices) (Zip Code)


               Registrant's telephone number, including area code
                                 (402) 453-4444








Item 5.   OTHER EVENTS.

     The Board of Directors of Ballantyne of Omaha, Inc. (the "Company") amended
the Rights Agreement dated as of May 25,  2000, between the Company and Mellon
Investor Services LLC (formerly ChaseMellon Shareholder Services, L.L.C.), as
Rights Agent, effective April 30, 2001. Pursuant to the amendment, BalCo
Holdings, L.L.C., a holder of 25.89% of the common stock of the Company,
replaces Canrad of Delaware, Inc. as a Grandfathered Person under the Rights
Agreement.  A copy of the amendment is filed as an exhibit hereto and
incorporated by reference.  Ballantyne has also agreed that on or before July
30, 2001, BalCo Holdings may request that Ballantyne terminate the rights plan
at BalCo Holdings' expense, or further amend the rights plan to permit a resale
of the shares to a third party acceptable to the Ballantyne Board of Directors.




Item 7.        FINANCIAL STATEMENTS AND EXHIBITS.

     99.1 First Amendment dated April 30, 2001 to Rights Agreement dated as of
          May 25, 2000 between Ballantyne of Omaha, Inc. and Mellon Investor
          Services LLC (formerly ChaseMellon Shareholder Services, L.L.C.), as
          Rights Agent.



     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.

                                    Ballantyne of Omaha, Inc.

May 7, 2001                         By:   /s/  John Wilmers
                                          John Wilmers
                                          President and
                                          Chief Executive Officer








                                INDEX TO EXHIBITS

Exhibit                    Description

99.1.             First Amendment dated April 30, 2001 to Rights Agreement dated
                  as of May 25, 2000 between Ballantyne of Omaha, Inc. and
                  Mellon Investor Services LLC (formerly ChaseMellon Shareholder
                  Services, L.L.C.), as Rights Agent.