Exhibit 10.16


                   FIRST AMENDMENT TO BALLANTYNE OF OMAHA, INC.
                              1995 STOCK OPTION PLAN


     The Ballantyne of Omaha, Inc., 1995 Stock Option Plan is hereby 
amended as follows:

          1.  The second paragraph of Section 6 of the Plan is hereby 
amended to read as follows:

          "The maximum aggregate number of Shares that may be 
          issued under the Plan is 1,060,000 Shares; PROVIDED,
          HOWEVER, that no more than 75,000 Shares shall be 
          awarded to any Participant in any calendar year. The
          limitations on the number of Shares which may be 
          subject to Options under the Plan shall be subject to
          adjustment as provided in Section 10(b)."

          2.  All other terms, conditions, and provisions of said Plan 
remain the same.

     DATED this 25th day of June, 1997.

                                     BALLANTYNE OF OMAHA, INC.

                                By:  /s/ John Wilmers
                                     -------------------------------
                                     John Wilmers, President

ATTEST:

/s/ Brad French
- ---------------------------
Brad French, Secretary

     I hereby certify that the above amendment to the Ballantyne of 
Omaha, Inc., 1995 Stock Option Plan was approved by the Board of 
Directors of the corporation at a special meeting of the Board of 
Directors duly called and held on the 2nd day of April, 1997, and was 
approved by the Stockholders of the corporation at the annual meeting of 
stockholders held on the 10th day of June, 1997.

     DATED at Omaha, Nebraska, this 25th day of June, 1997.


                                     /s/ Brad French
                                     -------------------------------
                                     Brad French, Secretary