LSI INDUSTRIES INC.

10000 Alliance Road

Cincinnati, Ohio 45242

November 21, 2006

Via Edgar

1933 Act Filing Desk

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Ladies and Gentlemen:

RE: S-3 Registration Statement/Registration No. 333-137675

Pursuant to Rule 461 of the Securities Act of 1933, the registrant named below hereby requests that the effective date of the Registration Statement on Form S-3, Registration No. 333-137675 be accelerated to, and that the Registration Statement be declared effective at 10:00 a.m. (Washington D.C. time) on November 28, 2006, or as soon as practical thereafter. In this connection, the registrant confirms that it is aware of its obligations under the Securities Act of 1933 and the Securities Exchange Act of 1934 as such obligations relate to the proposed offering of securities.

In addition, the registrant acknowledges that:

•   should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•   the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•   the registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours, LSI INDUSTRIES INC.
By:	/s/ Ronald S. Stowell
	Ronald S. Stowell
	Vice President, Chief Financial Officer and Treasurer

cc:Mr. Donald C. Hunt

Securities and Exchange Commission

(via facsimile - 202-772-9218)