FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * MCCAULEY DAVID   2. Issuer Name and Ticker or Trading Symbol LSI INDUSTRIES INC [LYTS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President - LSI Graphics (Last) (First) (Middle) 9260 PLEASANTWOOD AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 08/22/2008 (Street) NORTH CANTON, OH 44720 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares (1)               20,739 D   Common Shares               4,586 D   Common Shares (2)               10,000 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option to Buy

$ 11.68

(3)

11/14/2011

Common Shares

2,813

2,813

D

Option to Buy

$ 9.96

(4)

10/27/2014

Common Shares

20,000

20,000

D

Option to Buy

$ 17.6

(5)

08/24/2016

Common Shares

20,000

20,000

D

Option to Buy

$ 19.76

(6)

08/24/2017

Common Shares

25,000

25,000

D

Option to Buy

$ 8.98

08/22/2008

A

30,000

(7)

08/22/2018

Common Shares

30,000

$ 0

30,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MCCAULEY DAVID 9260 PLEASANTWOOD AVENUE NORTH CANTON, OH 44720			President - LSI Graphics

Signatures

Mark A. Weiss, Attorney-in-Fact for David McCauley		08/26/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Common Shares held in the LSI Industries Inc. Non-Qualified Deferred Compensation Plan.
(2)	Shares owned by David McCauley and held in escrow as security for certain liabilities and obligations pursuant to the agreements under which his company was acquired by LSI Industries Inc. As a registered owner of these shares, David McCauley has the power to vote the shares held in escrow but no authority to dispose of the shares. The shares are to be released from escrow under the terms of the agreements.
(3)	Options granted pursuant to the Company's Incentive Stock Option Plans November 14, 2001. Options vest 25% a year commencing on the first anniversary of the date of grant.
(4)	Options granted vest on the anniversary of the grant date, 25% per year, cumulative, beginning October 27, 2005.
(5)	The options vest in equal annual amounts of 25% per year beginning on August 24, 2007.
(6)	The options vest in equal annual amounts of 25% per year beginning on August 24, 2008.
(7)	The option vests in equal annual amounts of 25% per year beginning on August 22, 2009.

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