1
SCHEDULE 14A

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

LSI Industries Inc.
--------------------------------------------------
(Name of Registrant as Specified in its Charter)

LSI Industries Inc.
--------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i) (1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

____________________________________________________________
2) Aggregate number of securities to which transaction applies:

____________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1

____________________________________________________________
4) Proposed maximum aggregate value of transaction:

____________________________________________________________

(1)Set forth the amount on which the filing fee is calculated
and state how it was determined.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

____________________________________________________________
2) Form, Schedule or Registration Statement No.:

____________________________________________________________
3) Filing Party:

____________________________________________________________
4) Date Filed:

____________________________________________________________
2

NOTICE OF ANNUAL MEETING TO SHAREHOLDERS

TO BE HELD NOVEMBER 16, 1995

Dear Shareholder:

We cordially invite you to attend our Annual Shareholders' Meeting to
be held at the Company's headquarters located at 10000 Alliance Road,
Cincinnati, Ohio on Thursday, November 16, 1995 at 10:00 a.m. Eastern Standard
Time. As this will be the first Shareholders' meeting to be held at LSI. We
plan to make it special by introducing our shareholders to the exciting
capabilities of our new "Image Center."

The purposes of this Annual Meeting are to consider and act upon the
following proposals:

1) To elect three Class A directors to hold office until the
Annual Meeting of Shareholders in 1997 and until their
respective successors are duly elected and qualified; and

2) To ratify the appointment of Price Waterhouse LLP as the
Company's independent accountants for the fiscal year 1996;
and

3) To adopt the LSI Industries Inc. 1995 Stock Option Plan to
provide 450,000 Common Shares as available for grant under
such plan; and

4) To adopt the LSI Industries Inc. 1995 Directors' Stock Option
Plan to provide 75,000 Common Shares as available for grant
under such plan; and

5) To amend the Articles of Incorporation to increase the
authorized Common Shares from 13,000,000 up to 30,000,000
shares; and

6) To transact such other business as may properly be brought
before the meeting or any other adjournment thereof.

Shareholders of record at the close of business on Monday, September
18, 1995 are entitled to notice and to vote at the meeting. This notice is
given pursuant to order of the Board of Directors.

Following the meeting, we will review the Company's progress over the
last year and our plans for the future, and will have an open house at the
Cincinnati Operations. Our directors and executive officers will be available
to discuss the Company's business with you.

Yours truly,

Robert J. Ready
Chairman of the Board and President
Dated: September __, 1995

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE, SIGN AND PROMPTLY
RETURN YOUR PROXY CARD IN THE ENCLOSED ENVELOPE. PROXIES MAY BE REVOKED BY
WRITTEN NOTICE OR REVOCATION, THE SUBMISSION OF A LATER PROXY OR BY ATTENDING
THE MEETING AND VOTING IN PERSON.
3
LSI INDUSTRIES INC.

10000 ALLIANCE ROAD
CINCINNATI, OHIO 45242

TELEPHONE (513) 793-3200

------------------------------------------

P R O X Y S T A T E M E N T

ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 16, 1995

INTRODUCTION

The Board of Directors of LSI Industries Inc. ("LSI Industries" or the
"Company") is requesting your Proxy for the Annual Meeting of Shareholders on
November 16, 1995, and at any adjournment thereof, pursuant to the foregoing
Notice. This Proxy Statement and the accompanying proxy were first mailed on
September __, 1995, to shareholders of record on September 18, 1995. On that
date _______ Common Shares were issued and outstanding and were entitled to
vote.

VOTING AT ANNUAL MEETING

GENERAL INFORMATION
-------------------

Shareholders may vote in person or by proxy at the Meeting. Proxies
given may be revoked at any time by filing with the Company either a written
revocation or a duly executed proxy bearing a later date, or by appearing at
the meeting and voting in person. All shares will be voted as specified on
each properly executed proxy. If no choice is specified, the shares will be
voted as recommended by the Board of Directors, namely "FOR" Proposal 1 to
elect the three persons nominated as Class A directors by the Board of
Directors, "FOR" Proposal 2 (Ratification of Appointment of Independent
Accountants), "FOR" Proposal 3 (Adoption of the 1995 Stock Option Plan, "FOR"
Proposal 4 (Adoption of the 1995 Directors' Stock Option Plan), and "FOR"
Proposal 5 (Amendment of the Articles of Incorporation to increase the number
of authorized Common Shares from 13,000,000 to 30,000,000).

As of September 18, 1995, the record date for determining shareholders
entitled to notice of and to vote at the meeting, LSI Industries had ________
Common Shares outstanding. Each share is entitled to one vote. Only
shareholders of record at the close of business on September 18, 1995, will be
entitled to vote at the meeting. Abstentions and shares otherwise not voted
for any reason, including broker non-votes, will have no effect on the outcome
of any vote taken at the meeting, except as noted for Proposals 3, 4, and 5.
The principal shareholders have indicated their intention to vote in favor of
management proposals.

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PRINCIPAL SHAREHOLDERS
----------------------

As of September __, 1995, the following persons are the only
shareholders known by the Company to own beneficially 5% or more of its
outstanding Common Shares:

Amount and Nature of Percent
Name of Beneficial Owner Beneficial Ownership Of Class
------------------------ -------------------- --------

Robert J. Ready 721,032 (a) 9.28%

James P. Sferra 493,945 (b) 6.36%

Donald E. Whipple 461,419 (c) 5.94%

<FN>
(a) Includes exercisable options for 79,545 shares and 130,488 shares held
in trust for Mr. Ready's children.
(b) Includes exercisable options for 38,286 shares and 26,931 shares held by
Mr. Sferra's children.
(c) Includes exercisable options for 32,030 shares and 16,155 shares held by Mr.
Whipple's children.

The business address of Messrs. Ready, Sferra and Whipple is: 10000 Alliance
Road, Cincinnati, Ohio 45242. Such persons disclaim beneficial ownership of
shares held by or in trust for their children.

VOTING BY PROXY
---------------

All properly signed proxies will, unless a different choice is
indicated, be voted "FOR" the election of all three nominees for Class A
directors proposed by the Board of Directors, "FOR" ratification of the
selection of independent accountants, "FOR" adoption of the LSI Industries Inc.
1995 Stock Option Plan, "FOR" adoption of the 1995 Directors' Stock Option
Plan, and "FOR" Amendment of the Company's Articles of Incorporation to
increase the number of authorized Common Shares from 13,000,000 to 30,000,000.

If any other matters come before the meeting or any adjournment, each
proxy will be voted in the discretion of the individuals named as proxies on
the card.

SHAREHOLDER PROPOSALS
---------------------

Shareholders who desire to have proposals included in the Notice for
the 1996 Shareholders' Meeting must submit their proposals to the Company at
its offices on or before June __, 1996.

PROPOSAL 1. ELECTION OF DIRECTORS
----------------------------------

The Company's Code of Regulations provides that the Board of Directors
be composed of two classes of directors, Class A and Class B, with each class
elected for a two-year term. One class is elected annually. The terms of the
Class A directors expire at this 1995 Annual Meeting of Shareholders while the
terms of the Class B directors expire at the 1996 Annual Meeting of
Shareholders.

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The Board is nominating for reelection its present Class A directors,
namely, Michael J. Burke, Robert J. Ready, and John N. Taylor, Jr. Proxies
solicited by the Board will be voted for the election of these three nominees.

All class A directors elected at the Annual Meeting will be elected to
hold office for two years and until their successors are elected and qualified.

In voting to elect directors, shareholders are entitled to one vote
for each share held of record. Shareholders are not entitled to cumulate their
votes in the election of directors.

Should any of the nominees become unable to serve, proxies will be
voted for any substitute nominee designated by the Board. Nominees receiving
the highest number of votes cast for the positions to be filled will be
elected.

RECOMMENDATION OF THE BOARD OF DIRECTORS
----------------------------------------

The Board of Directors recommends a vote in FAVOR of each of the
directors nominated in this Proxy Statement. Nominees receiving the
highest number of votes will be elected.

PROPOSAL 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
-------------------------------------------------------------------

The Board of Directors appointed Price Waterhouse LLP as the Company's
independent accountants for fiscal 1996. Price Waterhouse LLP has been the
independent accounting firm for the Company since the public offering in March
1985. Although not required by law, the Board is seeking shareholder
ratification of its selection. If ratification is not obtained, the Board
intends to continue the employment of Price Waterhouse LLP at least through
fiscal 1996.

Representatives of Price Waterhouse LLP are expected to be present at
the Shareholders' Meeting and will be given an opportunity to comment, if they
so desire, and to respond to appropriate questions that may be asked by
shareholders.

RECOMMENDATION OF THE BOARD OF DIRECTORS
----------------------------------------

The Board of Directors recommends a vote in FAVOR of Proposal 2. The
affirmative vote of a majority of the sum of Common Shares voting at
the meeting is required for ratification of this proposal.

PROPOSAL 3. ADOPTION OF THE LSI INDUSTRIES INC. 1995 STOCK OPTION PLAN
-----------------------------------------------------------------------

A Stock Option Plan was originally established in 1985 as an incentive
stock option plan for employees. At the 1987 Annual Shareholders' Meeting,
shareholders approved the grant of nonqualified stock options to employees of
the Company. At the 1987, 1988, and 1994 Annual Shareholders' Meetings,
shareholders approved an increase of shares of Common Stock. This 1985 Plan
had 1,051,875 shares authorized for grant. At the February 1995 expiration of
this Plan, 160,951 shares had not been granted and are no longer available to
be granted as options. A total of 457,815 options which had been granted
pursuant to this 1985 Stock Option Plan were outstanding as of June 30, 1995.

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On May 2, 1995, the Board of Directors unanimously adopted, subject to
shareholder approval, the new 1995 Stock Option Plan (see Exhibit I),
approximately 850 persons to make available for grant under the Plan 450,000
shares (300,000 shares before giving effect to the August 4, 1995 three-for-two
stock split) of Common Stock to employees, approximately 850 persons. The 1995
Plan is essentially the same as the 1985 Plan.

The Compensation Committee of the Board of Directors shall administer
the 1995 Plan. Subject to the express provisions of the Plan, the Committee
shall have the authority to establish the terms and conditions of option
agreements, which need not be uniform.

The 1995 Stock Option Plan provides that options may be granted either
as incentive stock options or as nonqualified stock options. Options may be
granted for varying periods of from one to ten years. Employees who own 10% or
more of the Company's outstanding Common Shares may be granted incentive stock
options only for terms of five years or less. Options do not become
exercisable until at least one year from the date of grant. Thereafter, the
right to exercise options vests at a schedule determined at the time of grant.
The Committee determines the exercise prices of all options that are granted.
However, an incentive stock option may only be granted with an exercise price
equal to the market value of the Common Shares on the date of grant. In
addition, in the case of employees who beneficially own more than 10% of the
Company's Common Shares, an incentive stock option may be granted only if the
option price is at least 110% of the market value of the Common Shares on the
date of grant.

There are presently options outstanding for the purchase of 313,500
shares under this new Plan, subject to adoption of the 1995 Stock Option Plan
by the shareholders.

The following table sets forth information through September 1, 1995
for options which have been granted under the 1995 Stock Option Plan to the
persons named in the Summary Compensation Table and to all other grantees, as a
group. No options have been granted under the Plan to non-employee Directors
of LSI Industries.

Potential Realizable Value
at Assumed Annual Rates
Number of of Share Price Appreciation
Options Granted(1)(2) for Option Term (3)
--------------------- ---------------------------
5% 10%
-- ---

Robert J. Ready 22,500 $ 79,875 $ 176,175
James P. Sferra 15,000 $ 53,250 $ 117,450
Donald E. Whipple 3,000 $ 10,650 $ 23,490
Peter F. Carey 15,000 $ 53,250 $ 117,450
Ronald S. Stowell 15,000 $ 53,250 $ 117,450

All Executive Officers
as a group (5 persons) 70,500 $ 250,275 $ 552,015

All other employees 313,500 $1,112,925 $2,454,705

<FN>
(1) The number of options reflect the 3-for-2 stock split declared
July 26, 1995 effective August 4, 1995.

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(2) All options are subject to adoption of the 1995 Stock Option
Plan by the Shareholders.

(3) Potential realizable value is net of option exercise price,
but before taxes associated with exercise. These amounts
represent compounded rates of appreciation and exercise of the
options immediately prior to expiration of their five year
term. Actual gains, if any, are dependent on the future
performance of the Common Shares, and overall market
conditions. The amounts in this table may not necessarily be
achieved.

There are no federal income tax consequences to either the Company or
the recipient of an option upon the grant or exercise of an incentive stock
option. If a person sells or otherwise disposes of stock acquired upon the
exercise of an incentive stock option within one year of the date of exercise
or two years from the date of grant, the gain equal to the excess of the amount
realized over the amount paid for the stock will be taxed as ordinary income.
The Company will be entitled to an income tax deduction to the same extent. If
the shares are held for more than one year following the date of exercise and
two years from the date of grant, any gain realized thereafter will be taxed as
a capital gain, in which case the Company will not be entitled to any
deduction.

With respect to non-qualified stock options, there are no federal
income tax consequences upon the grant of an option. A person exercising a
non-qualified stock option will recognize ordinary income to the extent of the
difference between the exercise price and the fair market value of the Common
Shares on the date of exercise, and the Company will be entitled to a
corresponding deduction. Upon any sale of that stock, the difference between
the amount realized and the fair market value on the date of the exercise will
be treated as a capital gain or loss.

In the event of any changes in the outstanding Common Stock by way of
a stock dividend, split-up, recapitalization, combination or exchange, the
number and class of shares of Common Stock authorized to be the subject of
options under the 1995 Plan and the number and class of Common Stock and option
price for each option which is outstanding shall be correspondingly adjusted by
the Committee. The Committee shall also make appropriate adjustments to
reflect any spin-off of assets, extraordinary dividends or other distributions
to shareholders.

In the event of the dissolution or liquidation of the Company or any
merger, consolidation or combination in which the Company is not the surviving
corporation or in which the outstanding common shares of the Company are
converted into cash, other securities or other property, each outstanding
option shall terminate as of a date fixed by the Committee provided that not
less than 20 days' written notice of the date of expiration shall be given to
each holder of an option. Each such holder shall have the right during such
period following notice to exercise the portion of the option which is vested
at the time of such notice.

On September ___, 1995 the closing price of the Company's Common
Shares was _______.

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RECOMMENDATION OF THE BOARD OF DIRECTORS
----------------------------------------

The Board of Directors recommends a vote in FAVOR of Proposal 3. The
affirmative vote of the holders of a majority of the sum of Common
Shares voting and abstaining is required for adoption of the LSI
Industries Inc. 1995 Stock Option Plan.

PROPOSAL 4. ADOPTION OF THE LSI INDUSTRIES INC. 1995 DIRECTORS' STOCK OPTION
-----------------------------------------------------------------------------
PLAN
----

The Company did not grant stock options to its non-employee directors
prior to fiscal year 1995. The Board of Directors believes that the Company
needs a stock option plan for its non-employee directors to more closely
identify their interests with shareholders in achieving market performance for
the Common Shares, and to encourage ownership of the Company's Common Shares by
its directors.

Accordingly, on May 2, 1995 the Board of Directors unanimously
adopted, subject to shareholder approval, the 1995 Directors' Stock Option Plan
(see Exhibit II) to make available for grant under the Plan 75,000 shares
(50,000 shares before giving effect to the August 4, 1995 three-for-two stock
split) of Common Stock to non-employee directors.

The 1995 Directors' Stock Option Plan provides that options will be
granted as non-qualified stock options. Options will be granted for ten years
and are exercisable at date of grant. Each eligible non-employee director
shall annually be granted an option to purchase 1,000 shares of Common Stock.
In recognition of their service to the Company to date, the following directors
were granted options on the May 2, 1995 adoption of this Plan as follows:

Number of Shares Potential Realizable Value
(after giving effect to at Assumed Annual Rates
the Three-for-Two of Share Price Appreciation
Stock Split(1) for Option Term (2)
----------------------- --------------------------
5% 10%
-- ---

Michael J. Burke 15,000 $96,000 $243,150
Allen L. Davis 15,000 $96,000 $243,150
John N. Taylor, Jr. 4,500 $28,800 $ 72,945

<FN>
(1) These options are subject to adoption of the 1995 Directors'
Stock Option Plan by the Shareholders, and none of the above
options are exercisable until after such adoption.

(2) Potential realizable value is net of option exercise price,
but before taxes associated with exercise. These amounts
represent compounded rates of appreciation and exercise of the
options immediately prior to expiration of their ten year
term. Actual gains, if any, are dependent on the future
performance of the Common Shares, and overall market
conditions. The amounts in this table may not necessarily be
achieved.

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Neither the optionee nor the Company will incur any federal tax
consequences as a result of the grant of an option. Upon exercise of an
option, the optionee generally must recognize ordinary income equal to the
difference between the exercise price and the fair market value of Common Stock
on the date of exercise. The Company will be entitled to a tax deduction of
the same amount. Upon a disposition of option shares acquired under the 1995
Plan, the difference between the sale proceeds and the market value of the
shares at the time of exercise will be treated by the optionee as a capital
gain or loss, either long-term or short-term, depending on how long the shares
have been held. The Company will not be entitled to a deduction in connection
with a disposition of option shares.

On September ___, 1995 the closing price of the Company's Common
Shares was ______.

RECOMMENDATION OF THE BOARD OF DIRECTORS
----------------------------------------

The Board of Directors recommends a vote in FAVOR of Proposal 4. The
affirmative vote of the holders of a majority of the sum of Common
Shares voting and abstaining is required for adoption of the LSI
Industries Inc. 1995 Directors' Stock Option Plan.

PROPOSAL 5. AMENDMENT OF THE ARTICLES OF INCORPORATION TO INCREASE THE
-----------------------------------------------------------------------
AUTHORIZED COMMON SHARES
------------------------

LSI Industries Inc. shareholders have previously authorized the Company
in the Articles of Incorporation to issue 13,000,000 Common Shares. At the
record date for the Shareholders' Meeting, September 18, 1995, the Company had
_________ common shares outstanding, with an additional _______ shares
(assuming Shareholder adoption of Proposals 3 and 4 of this Proxy Statement)
reserved for the Company's Stock Option Plans. Therefore, of the 13,000,000
shares authorized by the Articles of Incorporation, ___________ are available
for issuance for general corporate purposes.

The Board of Directors has determined that it would be advisable to
amend the Articles of Incorporation to authorize the Company to issue up to
30,000,000 Common Shares (increased from the current maximum of 13,000,000) and
believes that it would be advisable to have these additional shares authorized
for issuance from time to time. Stock issuances by LSI

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Industries could involve sales for cash, issuances for acquisitions, further
option or other incentive plans, stock splits, stock dividends, or other
similar occurrences. The issuance of additional Common Shares through stock
dividends or splits will not affect the percentage ownership of shareholders.
Issuance for stock options and other benefit plans, and for acquisitions would
affect the percentage of stock ownership but their effect upon earnings per
share would depend upon the earnings realized from the cash received or
business acquired in such stock issuances. There are no plans, understandings,
or arrangements or prospects to issue additional Common Shares except upon the
exercise of stock options.

Ohio law allows the directors to issue authorized common shares
without notice to or approval of shareholders except in certain limited
instances involving certain types of mergers and acquisitions. Issuances of
additional shares could dilute the equity interest of current shareholders.

RECOMMENDATION OF THE BOARD OF DIRECTORS
----------------------------------------

The Board of Directors has approved the amendment to the Articles of
Incorporation to increase total authorized Common Shares to 30,000,000
and recommends a vote in FAVOR of Proposal 5. The affirmative vote of
the holders of a two-thirds of the outstanding Common Shares is
required for approval of this Amendment to the Articles of
Incorporation. The failure to vote, abstentions, and broker non-
votes will have the same effect as a vote against the proposal.

OTHER MATTERS
-------------

Any other matters considered at the meeting, including adjournment,
will require the affirmative vote of a majority of shares voting.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------

The directors and executive officers of LSI Industries are:

Common Shares
Beneficially Owned
------------------
Name and Age Position Amount Percentage
------------ -------- ------ ----------

Robert J. Ready (a) President and Chairman 721,032 (d) 9.28%
55 of the Board

James P. Sferra (a) Executive Vice President- 493,945 (d) 6.36%
56 Manufacturing and Director

Donald E. Whipple (a) President, LSI Lighting 461,419 (d) 5.94%
59 Systems and Insight
Graphic Systems,
Secretary and Director

John N. Taylor, Jr. (b)(c) Director 355,950 (e) 4.58%
60

Michael J. Burke (b)(c) Director and Assistant 15,000 *
52 Secretary

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Allen L. Davis (b)(c) Director 11,812 *
53

Peter F. Carey President, SGI Integrated 23,589 (e) *
48 Graphic Systems, Inc.

Ronald S. Stowell Chief Financial Officer and 10,799 (e) *
45 Treasurer

All Directors and Executive Officers --------- ------
as a Group (Eight Persons) 2,093,546 26.96%
========= ======
<FN>
_________________________________________
Information as of September 1, 1995
(a) Executive Committee Member
(b) Compensation Committee Member
(c) Audit Committee Member
(d) See "Principal Shareholders"
(e) Includes exercisable options for Mr.Carey of 14,214 shares and for Mr. Stowell of 6,299 shares;
and indirect beneficial ownership for Mr. Taylor of 207,900 shares
* Less than 1%

Robert J. Ready is the founder of the Company and has been its
President and a Director since 1976. Mr. Ready was appointed Chairman of the
Board of Directors in February 1985. Mr. Ready is also a Director of Meridian
Diagnostics, Inc. (a Nasdaq listed company) and of Superior Label Systems, Inc.

James P. Sferra shared in the formation of the Company. Mr. Sferra
has served as Corporate Vice President of Manufacturing since November 1989 to
November 1992, and as Executive Vice President-Manufacturing since then. Prior
to that, he served as Vice President-Manufacturing of the LSI Lighting Systems
division. Mr. Sferra has served as a Director since 1976.

Donald E. Whipple shared in the formation of the Company. Mr. Whipple
has served as President of the LSI Lighting Systems and the Insight Graphics
divisions of LSI Industries since November 1989 and November 1991,
respectively. Prior to that, he served as Executive Vice President of the
Company. Mr. Whipple has served as Director and as Secretary since 1976.

John N. Taylor, Jr. was elected a Director of the Company in November
1992. Mr. Taylor is Chairman and Chief Executive Officer of Kurz-Kasch, Inc.,
a private manufacturer of plastic-based components used in the manufacture of
precision industrial products, headquartered in Dayton, Ohio. Prior to that,
Mr. Taylor had founded and was Chairman and Chief Executive Officer of
Component Technology Corp., a Nasdaq listed company in Erie, Pennsylvania,
until its sale in 1989.

Michael J. Burke was elected a Director and Assistant Secretary of the
Company in February 1985. Mr. Burke is a Managing Partner of the Cincinnati
law firm of Keating, Muething & Klekamp, counsel to the Company, and has been
associated with that firm since 1968.

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Allen L. Davis was elected a Director of the Company in February 1985.
Mr. Davis has been the President and Chief Executive Officer, and a Director of
Provident Bancorp, Inc. and The Provident Bank, Cincinnati, Ohio since 1986 and
1984, respectively.

Ronald S. Stowell has served as Chief Financial Officer since joining
the Company in December 1992 and was appointed Treasurer in November 1993.
Prior to that, and since 1985, Mr. Stowell served as Corporate Controller of
Essef Corporation, Chardon, Ohio, a manufacturer of high performance composite
and engineered plastics products.

Peter F. Carey has been President of SGI Integrated Graphic Systems
since November 1993 and was the Executive Vice President and Chief Operating
Officer since October 1991. From 1990 to September 1991 he was Executive Vice
President of Stout Industries, a screen printer of point of purchase signs.
Prior to that he was Vice President of Marketing of PlastiLine, Inc., a
manufacturer of outdoor signs.

BOARD MATTERS
-------------

The Board of Directors met six times during fiscal 1995. The
Executive Committee did not meet during fiscal 1995.

The Audit Committee is responsible for reviewing the Company's
internal accounting operations. It also recommends the appointment of the
Company's independent accountants and reviews the relationships between the
Company and these independent accountants. The Audit Committee met two times
during fiscal 1995.

The Compensation Committee is responsible for establishing
compensation levels for management for administering the Company's Stock Option
Plans. The Compensation Committee met five times during fiscal 1995. The
Company does not have a Nominating Committee.

Directors who are not employees of the Company receive $11,000 per
year for serving as a Director plus $1,000 for each meeting attended.
Committee members receive $750 per year for serving as Chairman of a committee
plus $600 for each committee meeting attended. Directors who are employees of
the Company do not receive any compensation for serving as a Director. All
directors attended at least 75% of the aggregate of the total number of
meetings of the Board of Directors and Committees of which they were members.

As further discussed on page ____ under Proposal 4, non-employee
directors receive an annual grant of an option to purchase 1,000 common shares.
The option is fully vested at the time of grant and has a ten year life.
During fiscal year 1995 and in recognition of past years of service, the
following stock options were granted: Michael J. Burke, 15,000; Allen B.
Davis, 15,000; and John N. Taylor, Jr., 4,500.

EXECUTIVE COMPENSATION
----------------------

The following table sets forth information regarding annual,
long-term, and other compensation for the Chief Executive Officer and each of
the other four most highly compensated executive officers at June 30, 1995
during each of the last three fiscal years for services rendered to the Company
and its subsidiaries.

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SUMMARY COMPENSATION TABLE

Annual Compensation
------------------------------------ Long-Term Compensation
Other Annual ---------------------- All Other
Name and Compensation Restricted # of Compensation
Principal Position Year Salary Bonus (1) Stock Awards Options(2) (3)
------------------ ---- ------ ----- --- ------------- ---------- ---

Robert J. Ready 1995 $350,000 $175,000 $13,152 -- -- $47,869
Chairman, President 1994 335,000 164,150 16,192 -- 27,563 27,800
and Chief Executive 1993 232,000 35,000 14,185 -- 30,555 38,600
Officer

James P. Sferra 1995 260,000 130,000 13,015 -- -- 24,666
Executive Vice President, 1994 250,000 122,500 13,190 -- 10,238 30,200
Manufacturing 1993 240,000 20,000 15,408 -- 11,340 22,400

Donald E. Whipple 1995 245,000 122,500 13,600 -- -- 26,020
President, LSI Lighting 1994 235,000 115,150 13,496 -- 9,608 32,700
Systems and Insight 1993 229,000 -- 15,540 -- 10,868 24,600
Graphic Systems

Peter F. Carey 1995 147,000 73,500 9,600 -- -- 14,617
President, SGI Integrated 1994 140,000 68,600 9,600 -- 13,703 16,300
Graphic Systems, Inc. 1993 130,000 67,600 8,400 -- 6,143 8,500

Ronald S. Stowell 1995 115,000 57,500 12,019 -- -- 18,598
Chief Financial Officer 1994 95,000 56,550 11,682 -- 8,663 9,000
and Treasurer 1993 49,600(4) 8,000 5,301 -- 6,300 --

<FN>
______________________
(1) Other Annual Compensation consists of automobile allowances for all executive officers as well as professional
fee allowances for Mr. Ready, Mr. Sferra, and Mr. Whipple.
(2) Represents stock options awarded under the Company's 1985 Stock Option Plan. The number of options granted
reflect the 3-for-2 stock split declared July 26, 1995 and effective August 4, 1995.
(3) All Other Compensation includes pension and profit-sharing plan contributions, and premiums paid on long-
term disability and life insurance policies, and payment of accrued vacation.
(4) Mr. Stowell was first employed as Chief Financial Officer of the Company in November 1992.

STOCK OPTIONS
-------------

No stock options were granted to the individuals named in the Summary
Compensation Table in fiscal 1995.

Fiscal 1995 Option Exercises and Year-End Values

Number of Value of
Shares Unexercised Options Unexercised In-the-Money
Acquired on Value at Fiscal Year-End Options at Fiscal Year-End(1)
Name Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
---- -------- -------- ------------------------- ---------------------------

Robert J. Ready -- -- 82,616 / 41,188 $ 783,603 / $394,489
James P. Sferra -- -- 39,389 / 15,200 $ 373,689 / $145,578
Donald E. Whipple 13,936 $105,085 25,060 / 14,491 $ 242,160 / $138,885
Peter F. Carey -- -- 11,221 / 14,925 $ 101,089 / $120,482
Ronald S. Stowell -- -- 5,315 / 9,648 $ 47,100 / $ 78,511

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(1) In-the-Money Options are options for which the market value of the
underlying Common Share exceeds the exercise price. Calculation is
based upon the market value of the underlying securities at fiscal
year-end, minus the exercise price.

Executive officers are entitled to participate in the Company's Stock
Option Plan. Options granted to individual employees or directors are
determined by the Compensation Committee of the Board of Directors. A total of
450,000 shares are reserved for issuance under the new 1995 Stock Option Plan
if approved by shareholders (see Proposal 3 on page ___).

CORPORATE PERFORMANCE GRAPH
---------------------------

The following graph compares the cumulative total shareholder return
on the Company's Common Shares during the five fiscal years ended June 30,
1995, with a cumulative total return on the Nasdaq Stock Market Index (U.S.
companies) and the Dow Jones Electrical Equipment Index. The comparison
assumes $100 was invested July 1, 1990 in the Company's common shares and in
each of the indexes presented, it assumes reinvestment of dividends.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN

LSI Nasdaq Dow Jones
Industries Market Index Electrical
July 1 Inc. (U.S.) Equipment Index
------ ---------- ------------ ---------------

1990 100 100 100
1991 46.59 105.89 105.20
1992 29.87 127.25 104.38
1993 44.24 159.99 119.82
1994 97.48 161.61 117.70
1995 191.98 215.33 147.11

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REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation for fiscal year 1995.

The LSI Industries Inc. Compensation Committee annually establishes
salaries, bonuses and stock option awards for executive officers and key
management personnel. The Committee reviews the performance of its executive
officers on an individual basis and also reviews each executive's performance
in connection with the Company's overall performance. The Committee desires to
establish executive compensation that enhances the Company's overall
fundamental objective of providing long-term value for its shareholders and
employees. The Committee believes that the interests of management and
shareholders can be more closely aligned by providing executives with
competitive levels of compensation that will enable LSI Industries to attract
and retain executives with the highest qualifications by recognizing
exceptional individual performance and by tying executive pay to overall
corporate performance.

The Committee uses base salaries, incentive compensation arrangements
and stock options designed to tie a portion of the executive's compensation to
the stock market performance of LSI's Common Shares. This year the
Compensation Committee worked on a plan for the 1996 fiscal year and also
worked on a compensation plan for three years to coincide with the Company's
three year strategic plan.

BASE COMPENSATION
-----------------

The Committee annually reviews the base salaries of the Company's
executive officers. The Committee individually reviews each executive's level
of responsibility, potential, and salary levels offered by competitors. The
executive's particular division of the Company is reviewed, and its
contribution to the overall results of the Company are assessed. The Committee
uses this information to determine the executive's base compensation level and
performance goals for the upcoming year.

The Committee applies a collective, subjective evaluation of the above
factors to determine the annual base compensation level of its executive
officers in light of the Company's performance and, in certain cases, its
various divisions. The Committee does not utilize a particular objective
formula as a means of establishing annual base compensation levels. Mr.
Ready's salary was established on the same basis. The Committee employed a
compensation expert who determined that the Company's compensation levels were
in the high range for its top executive officers and in the middle range for
its other executive officers. This compensation expert also assisted the
Compensation Committee in connection with the adoption of the new LSI
Industries Inc. 1995 Stock Option Plan (see Proposal 3) and the LSI Industries
Inc. 1995 Directors' Stock Option Plan (see Proposal 4). The Committee did not
compare the Company's executive compensation with the level of compensation
paid by companies in the Dow Jones Electrical Equipment Index, nor did it
attempt to correlate executive compensation levels with the Company's relative
performance as shown in the Corporate Performance Graph above.

INCENTIVE COMPENSATION
----------------------

The Committee made its incentive compensation awards for performance
during fiscal 1995 by examining net earnings for the year and determining that
a bonus pool of approximately $559,000 should be made available for bonuses to
executive officers. From the amount

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16
determined, the Committee allocated bonuses to various executive officers based
on the Committee's analysis of the performance of the particular individual and
his contribution to the success of the Company or the particular division for
which he was primarily responsible. Mr. Ready's bonus was handled in the same
manner as the other executive officers. This process resulted in the bonuses
shown in the Summary Compensation Table.

STOCK OPTION GRANTS
-------------------

The shareholders of LSI Industries established a stock option plan to
provide a method of attracting, retaining and providing appropriate incentives
to key employees. The Committee is responsible for the administration of this
Plan both with respect to executive officers and all other employees. To that
end, the Committee determines which employees receive options, the time of
grant and the number of shares subject to the option. All option prices are
set at 100% of market value on the date of grant.

Compensation Committee
----------------------

Michael J. Burke
Allen L. Davis
John N. Taylor, Jr.

TRANSACTIONS WITH AFFILIATES

During fiscal 1994, the Company had a $145,000 advance outstanding to
Ronald S. Stowell, Chief Financial Officer, that was associated with his
relocation upon hiring. No interest was paid on this advance which was made in
April 1993 and paid in full in August 1993.

During fiscal 1995, the Company paid The Provident Bank approximately
$87,000 in interest, bank service fees, and Trust fees under arms-length
transactions. Allen L. Davis, Chairman of the Audit Committee, is President
and Chief Executive Officer of The Provident Bank.

Transactions with affiliates have in the past and will in the future
be on terms no less favorable to the Company than those which could be obtained
from unaffiliated third parties.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
-----------------------------------------------------------

Michael J. Burke, who is Chairman of the Compensation Committee, is a
co-managing partner of Keating, Muething & Klekamp, Cincinnati, Ohio, a law
firm to whom the Company paid approximately $185,000 for legal services in
fiscal 1995.

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OTHER MATTERS

LSI Industries is not aware of any other matters to be presented at
the meeting other than those specified in the notice.

By order of the Board of Directors

Donald E. Whipple
Secretary

Dated: September __, 1995

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18
LSI INDUSTRIES INC.

PROXY The undersigned hereby appoints ALLEN L. DAVIS, JAMES P.
FOR SFERRA, and DONALD E. WHIPPLE or any one of them, proxies
ANNUAL of the undersigned, each with the power of substitution, to
MEETING vote all Common Shares which the undersigned would be entitled
to vote at the Annual Meeting of Shareholders of LSI Industries
Inc. to be held on November 16, 1995 at 10:00 A.M. Eastern time
at the Company's headquarters located at 10000 Alliance Road,
Cincinnati, Ohio and any adjournment of such meeting on the
matters specified below and in their discretion with respect to
such other business as may properly come before the meeting or
any adjournment thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS:

1. AUTHORITY TO ELECT AS CLASS A DIRECTORS THE THREE NOMINEES BELOW.
FOR ___ WITHHOLD AUTHORITY ___

MICHAEL J. BURKE, ROBERT J. READY, AND JOHN N. TAYLOR, JR.

WRITE THE NAME OF ANY NOMINEE(S) FOR
WHOM AUTHORITY TO VOTE IS WITHHELD____________________________________

2. RATIFICATION OF THE APPOINTMENT OF PRICE WATERHOUSE LLP AS CERTIFIED
PUBLIC ACCOUNTANTS FOR FISCAL 1996.
FOR___ AGAINST ___ ABSTAIN ___

3. ADOPTION OF THE LSI INDUSTRIES INC. 1995 STOCK OPTION PLAN TO PROVIDE
450,000 COMMON SHARES (300,000 SHARES BEFORE GIVING EFFECT TO THE
THREE-FOR-TWO STOCK SPLIT) AS AVAILABLE FOR GRANT UNDER SUCH PLAN.
FOR___ AGAINST ___ ABSTAIN ___

4. ADOPTION OF THE LSI INDUSTRIES INC. 1995 DIRECTOR'S STOCK OPTION PLAN
TO PROVIDE 75,000 COMMON SHARES (50,000 SHARES BEFORE GIVING EFFECT TO
THE THREE-FOR-TWO STOCK SPLIT) AS AVAILABLE FOR GRANT UNDER SUCH PLAN.
FOR___ AGAINST ___ ABSTAIN ___

5. AMENDMENT OF THE ARTICLES OF INCORPORATION TO INCREASE THE MAXIMUM
NUMBER OF COMMON SHARES WHICH THE CORPORATION IS AUTHORIZED TO HAVE
OUTSTANDING UP TO 30,000,000 SHARES.
FOR___ AGAINST ___ ABSTAIN ___

THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS UNLESS A
CONTRARY CHOICE IS SPECIFIED.

(CONTINUED ON OTHER SIDE)
19
________________, 1995 ______________________________________________

______________________________________________
IMPORTANT: PLEASE SIGN EXACTLY AS NAME
APPEARS HEREON INDICATING, WHERE
PROPER, OFFICIAL POSITION OR
REPRESENTATIVE CAPACITY. IN THE CASE OF
JOINT HOLDERS, ALL SHOULD SIGN.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS