AMENDMENT TO THE
                            BALLANTYNE OF OMAHA, INC.
                                      1995
                                STOCK OPTION PLAN
                             EFFECTIVE APRIL 2, 1997


     This Amendment is hereby made as of April 2, 1997 to the Ballantyne of
Omaha, Inc. 1995 Stock Option Plan (the "Plan").

     1.   AMENDMENT TO SECTION 6 OF THE PLAN.  The second paragraph of Section
6 of the Plan is hereby amended in its entirety 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.   AUTHORITY FOR AMENDMENT.  This Amendment to the Plan is effected
pursuant to Section 13(a) of the Plan.

     3.   APPROVAL OF STOCKHOLDERS.  This Amendment to the Plan shall only 
become operative and effective upon approval of the Amendment by the holders 
of a majority of the outstanding Common Stock of the Company at the 1997 
Annual Meeting of Stockholders.

     4.   OTHER PROVISIONS UNCHANGED.  All other provisions of the Plan remain 
in full force and effect and shall not be changed, altered or amended by this
Amendment.

     5.   EXECUTION.  To record the adoption and effectiveness of this Amendment
to read as set forth herein, the Company has caused this Amendment to be signed 
by its President and attested by its Secretary on June ____, 1997.




                                  EXHIBIT 99.1