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                                  FORM 10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

  X   QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
- ----- EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996.

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
- ----- EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______.

                          Commission File No. 0-13375

                              LSI Industries Inc.

         State of Incorporation - Ohio IRS Employer I.D. No. 31-0888951

                              10000 Alliance Road

                             Cincinnati, Ohio 45242

                                 (513) 793-3200

Indicate by checkmark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.

YES __X__       NO _______

Common Shares, no par value. Shares Outstanding at January 30, 1997: 9,014,972.

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           This Form 10-Q for the period ended December 31, 1996 is being
amended to correct some of the data originally filed in the Exhibit 27
Financial Data Schedule.

                           PART II. OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

         At the Company's Annual Meeting of Shareholders held November 14,
1996, the following actions were taken by shareholders:

         4.1 All persons nominated as Class B Directors were elected with the
         votes for each person being:



     ------------------------------------------------------------------------------------------------
                                                             Shares - Withheld          Shares
                 Name                   Shares For               Authority             Abstained     
     ------------------------------------------------------------------------------------------------
                                                                                 
     Allen L. Davis                      7,687,369                41,160                  n/a        
     ------------------------------------------------------------------------------------------------
     James P. Sferra                     7,684,434                44,095                  n/a        
     ------------------------------------------------------------------------------------------------
     Donald E. Whipple                   7,684,199                44,330                  n/a        
     ------------------------------------------------------------------------------------------------


         4.2 The selection of Arthur Andersen LLP as independent public
         accountants for fiscal year 1997 was ratified by the following vote:



   ----------------------------------------------------------------------------------------
   Shares For         Shares Against        Shares Abstained          Broker Non-Votes     
   ----------------------------------------------------------------------------------------
                                                                    
    7,699,268             21,301                  7,960                      n/a           
   ----------------------------------------------------------------------------------------



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         a) Exhibits

            11       Statement Re Computation of Earnings Per Share

            27       Financial Data Schedule

         (b) Reports on Form 8-K

                     No reports on Form 8-K have been filed during the quarter
                     for which this Report is filed.

       [All other items required in Part II have been omitted because they are
         not applicable or are not required.]

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                                   SIGNATURES

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, thereunto duly authorized.

                               LSI Industries Inc.

                               BY: /s/ Robert J. Ready
                                   --------------------------------------
                                   Robert J. Ready
                                   President and Chief Executive Officer
                                   (Principal Executive Officer)

                               BY: /s/ Ronald S. Stowell
                                   --------------------------------------
                                   Ronald S. Stowell
                                   Chief Financial Officer and Treasurer
                                   (Principal Financial and Accounting Officer)

May 13, 1997

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