SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended November 2, 1996

                             Commission file number
                                     0-23246
                                DAKTRONICS, INC.

           South Dakota                                  46-0306862
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation of organization)


                       331 32nd Avenue Brookings, SD      57006
               (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code   (605) 697-4000


    (Former name, address, and/or fiscal year, if changed since last report)

         Indicate by check mark 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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes __X__ No ____

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.



                Class                       Outstanding at November 30, 1996
- ------------------------------------       ------------------------------------
     Common Stock, No par value                         4,306,420




                                Daktronics, Inc.

                                Table of Contents


Part I.  Financial Information                                           Page(s)

           Consolidated Balance Sheets -
           November 2, 1996 and April 27, 1996 ........................  3 - 4

           Consolidated Statements of Income -
           Three months and six months ended
           November 2, 1996 and October 28, 1995 . . ..................    5

           Consolidated Statements of Cash Flows -
           Six months ended November 2, 1996 and
           October 28, 1995............................................    6

           Notes to Consolidated Financial Statements..................    7

           Management's Discussion and Analysis of
           Financial Condition and Results of Operation................  8 - 10


Part II.  Other Information............................................    11

           Signatures..................................................    12




                         DAKTRONICS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

                                   NOVEMBER 2,
                                 1996 APRIL 27,
                  ASSETS                               (UNAUDITED)      1996
                                                       -----------    ---------

CURRENT ASSETS
   Cash and cash equivalents ......................      $   177      $   218
   Accounts receivable less allowance
      for doubtful accounts of $146 at Nov 2, 1996,
      and $129 at April 27, 1996 ..................       10,140        8,630
   Current maturities of long-term
      notes and contracts receivable ..............        1,224        1,372
   Inventories ....................................        9,787        9,800
   Costs and estimated earnings in
      excess of billings on uncompleted
      contracts ...................................        3,863        2,684
   Real estate held for sale ......................         --          1,126
   Prepaid expenses ...............................          169          245
   Deferred income tax benefit ....................          703          703
   Income taxes receivable ........................         --             64
                                                         -------      -------
      Total current assets ........................      $26,063      $24,842
                                                         -------      -------

LONG-TERM RECEIVABLES
 AND OTHER ASSETS
   Advertising rights .............................      $ 2,379      $ 2,030
   Notes and contracts receivables,
      less current maturities .....................        2,518        2,714
   Consulting and noncompete
      agreements and other ........................        1,452        1,688
                                                         -------      -------
                                                         $ 6,349      $ 6,432
                                                         -------      -------
PROPERTY AND EQUIPMENT,
   at cost
      Land ........................................      $   491      $   455
      Buildings ...................................        4,368        3,902
      Machinery and equipment .....................        9,016        8,398
      Office furniture and equipment ..............          244          233
      Transportation equipment ....................          497          423
                                                         -------      -------
                                                         $14,616      $13,411
      Less accumulated depreciation ...............        7,501        6,918
                                                         -------      -------
                                                         $ 7,115      $ 6,493
                                                         -------      -------
                                                         $39,527      $37,767
                                                         =======      =======

The accompanying notes are an integral part of these Consolidated Financial
Statements.



                         DAKTRONICS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

                                                    NOVEMBER 2,
                                                       1996        APRIL 27,
LIABILITIES AND SHAREHOLDERS' EQUITY                (UNAUDITED)      1996
                                                    -----------    ---------

CURRENT LIABILITIES
   Notes payable .............................      $  6,004       $  5,690
   Current maturities of
      long-term debt .........................           498          1,382
   Accounts payable ..........................         3,432          4,330
   Accrued expenses ..........................         2,943          2,295
   Billings in excess of costs and
      estimated earnings on uncompleted
      contracts ..............................         2,395          1,001
   Accrued loss on uncompleted contracts .....           544            640
   Income taxes payable ......................           130           --
                                                    --------       --------
      Total current liabilities ..............      $ 15,946       $ 15,338
                                                    --------       --------

LONG-TERM DEBT,
   less current maturities ...................      $  1,340       $  1,544
                                                    --------       --------

DEFERRED INCOME ..............................      $    430       $    539
                                                    --------       --------

DEFERRED INCOME TAXES ........................      $    485       $    485
                                                    --------       --------

SHAREHOLDERS' EQUITY
   Common stock, no par value
      Authorized 15,000 shares
      4,196 shares issued at Apr 27, 1996,
        and 4,306 shares issued at Nov 2, 1996      $ 11,680       $ 11,299
   Retained earnings .........................         9,655          8,571
                                                    --------       --------
                                                    $ 21,335       $ 19,870
   Less:
      Cost of 5 treasury shares ..............            (9)            (9)
                                                    --------       --------

                                                    $ 21,326       $ 19,861
                                                    --------       --------
                                                    $ 39,527       $ 37,767
                                                    ========       ========

The accompanying notes are an integral part of these Consolidated Financial
Statements.


DAKTRONICS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (In thousands, except earnings per share) (unaudited) THREE MONTHS ENDED SIX MONTHS ENDED NOVEMBER 2, OCTOBER 28, NOVEMBER 2, OCTOBER 28, 1996 1995 1996 1995 (13 WEEKS) (13 WEEKS) (27 WEEKS) (26 WEEKS) ------------ ------------ ------------ ----------- Net sales .............................. $ 16,257 $ 14,532 $ 33,279 $ 26,978 Cost of goods sold ..................... 12,184 11,181 24,798 20,891 -------- -------- -------- -------- Gross profit ........................ $ 4,073 $ 3,351 $ 8,481 $ 6,087 -------- -------- -------- -------- Operating expenses: Selling ............................. $ 2,031 $ 1,864 $ 4,087 $ 3,600 General and administrative .......... 666 490 1,315 1,024 Product design and development ...... 560 387 1,131 856 -------- -------- -------- -------- $ 3,257 $ 2,741 $ 6,533 $ 5,480 -------- -------- -------- -------- Operating income ................. $ 816 $ 610 $ 1,948 $ 607 Nonoperating income (expense): Interest income ..................... 93 72 186 152 Interest expense .................... (233) (174) (437) (220) Other income ........................ 50 84 110 139 -------- -------- -------- -------- Income before income taxes ....... $ 726 $ 592 $ 1,807 $ 678 Income tax expense ..................... 283 208 724 251 -------- -------- -------- -------- Net income ....................... $ 443 $ 384 $ 1,083 $ 427 ======== ======== ======== ======== Earnings per share ..................... $ .11 $ .09 $ .26 $ .10 ======== ======== ======== ======== Weighted average number of common and common equivalent shares... 4,210 4,240 4,219 4,247 ======== ======== ======== ========
The accompanying notes are an integral part of these Consolidated Financial Statements.
DAKTRONICS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (unaudited) SIX MONTHS ENDED ---------------- NOVEMBER 2, OCTOBER 28, 1996 1995 (27 weeks) (26 weeks) ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES Net income .......................................... $ 1,084 $ 427 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation ...................................... 583 548 Amortization ...................................... 138 287 Provision for doubtful accounts ................... 66 11 Change in operating assets and liabilities ...................................... (1,100) (5,297) ------- ------- Net cash provided by (used in) operating activities ........................... $ 771 $(4,024) ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment .................. $(1,205) $ (627) Proceeds from sale of real estate held for sale .................................... 1,126 -- Other, net .......................................... 32 (954) ------- ------- Net cash (used in) investing activities ............................ $ (47) $(1,581) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES Net borrowings on notes payable ..................... $ 314 $ 6,043 Principal payments on long-term debt ..................................... (1,079) (206) ------- ------- Net cash provided by (used in) financing activities ............................. $ (765) $ 5,837 ------- ------- Increase (decrease) in cash and cash equivalents .. $ (41) $ 232 Cash and cash equivalents: Beginning ........................................... 218 380 ------- ------- Ending .............................................. $ 177 $ 612 ======= ======= The accompanying notes are an integral part of these Consolidated Financial Statements.
DAKTRONICS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE A. GENERAL The consolidated financial statements include the accounts of Daktronics, Inc. and its wholly-owned subsidiary, Star Circuits, Inc. Intercompany accounts and transactions have been eliminated in consolidation. Earnings per common and common equivalent share are calculated by dividing the earnings for the period by the weighted average number of common and common equivalent shares outstanding during the period, which includes the dilutive effect of outstanding stock options and warrants. In the opinion of management, the unaudited financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the consolidated financial position of the Company and its subsidiaries as of November 2, 1996 and the results of its operations and cash flows for the three months and six months ended November 2, 1996 and October 28, 1995. These results may not be indicative of the results to be expected for the full fiscal year. NOTE B. INVENTORIES Inventories consist of the following (in thousands): November 2, April 27, 1996 1996 ----------- --------- Raw materials......................... $6,640 $5,718 Work-in-process....................... 1,967 2,606 Finished goods........................ 1,180 1,476 ------ ------ $9,787 $9,800 ====== ====== NOTE C. LITIGATION On May 4, 1995, the Company was served with a complaint, filed in the United States District Court Northern District of Georgia, by Display Solutions, Inc. alleging that the Company and Federal Sign Division of Federal Signal Corporation infringed on the plaintiff's patent rights. Based on the opinion of the Company's patent counsel, management of the Company believes that there is no infringement and intends to defend the litigation vigorously. The case is in its early stages and an evaluation of the likelihood of an unfavorable outcome, or estimate of the range or amount of possible loss, if any, is unavailable. On May 20, 1996, the Company filed a complaint in United States District Court for the District of South Dakota Southern Division against Trans-Lux Corporation requesting a declaratory judgement. Trans-Lux Corporation asserted that the Company has infringed one certain patent. Based on the opinion of the Company's patent counsel, management of the Company believes that there has been no infringement and is seeking this declaratory judgement to affirm its position. ITEM 2. FINANCIAL REVIEW (Management's discussion and analysis of financial condition and results of operations) The following discussion highlights the principal factors affecting changes in financial condition and results of operations. This review should be read in conjunction with the accompanying Consolidated Financial Statements and Notes to Consolidated Financial Statements. GENERAL The Company designs, manufactures and sells a wide range of computer-programmable information display systems to customers in a variety of markets throughout the world. The Company focuses its sales and marketing efforts on markets rather than products. Major categories of markets include Sports, Business and Government. The Company's net sales and profitability historically have fluctuated due to the impact of large product orders, such as display systems for the Olympic Games and major league sports, as well as the seasonality of the sports market. The Company's gross margins on large product orders tend to fluctuate more than those for small standard orders. Large product orders that involve competitive bidding and substantial subcontract work for product installation generally have lower gross margins. Although the Company follows the percentage of completion method of recognizing revenues for these large orders, the Company nevertheless has experienced fluctuations in operating results and expects that its future results of operations may be subject to similar fluctuations. The Company operates on a 52-53 week fiscal year, with fiscal years ending on the Saturday closest to April 30 of each year. The first three quarters end on the Saturday closest to July 31, October 31 and January 31. The fiscal year ending May 3, 1997, will be a 53-week year. RESULTS OF OPERATIONS The following table sets forth the percentage of net sales represented by items included in the Company's Consolidated Statements of Operations for the periods indicated:
THREE MONTHS ENDED SIX MONTHS ENDED NOVEMBER 2, OCTOBER 28, NOVEMBER 2, OCTOBER 28, 1996 1995 1996 1995 (13 WEEKS) (13 WEEKS) (27 WEEKS) (26 WEEKS) ----------- ----------- ----------- ----------- Net sales........................ 100.0% 100.0% 100.0% 100.0% Cost of goods sold............... 74.9% 76.9% 74.5% 77.4% ------ ------ ------ ------ Gross profit..................... 25.1% 23.1% 25.5% 22.6% Operating expenses............... 20.0% 18.9% 19.6% 20.4% ------ ------ ----- ------ Operating income................. 5.1% 4.2% 5.9% 2.2% Interest income.................. 0.6% 0.5% 0.6% 0.6% Interest expense................. ( 1.4%) (1.2%) (1.3%) (0.8%) Other income (expense)........... 0.3% 0.6% 0.3% 0.5% ------ ------ ------ ----- Income before income taxes....... 4.5% 4.1% 5.5% 2.5% Income tax expense............... 1.7% 1.5% 2.2% 0.9% ------ ------ ------ ------ Net income....................... 2.8% 2.6% 3.3% 1.6% ====== ====== ====== ======
NET SALES Net sales were $16.3 million and $33.3 million for the three and six months ended November 2, 1996, compared to $14.5 million and $27.0 million for the three and six months ended October 28, 1995, representing a increase of 12% for the three month period and 23% for the six month period. The increase in net sales for the three and six month periods was the result of increased sales in most of the sports markets. The Company also experienced an increase in sales volume of smaller orders in the sports and business markets over the same periods. Based on current backlog and customer quotations, the Company believes that net sales for the last six months of fiscal year 1997 will be similar to and may exceed the last six months of fiscal year 1996. GROSS PROFIT Gross profit increased 22% from $3.4 million for the three months ended October 28, 1995 to $4.1 million for the three months ended November 2, 1996. Gross profit as a percentage of net sales was 23.1% for the three months ended October 28, 1995 compared to 25.1% for the three months ended November 2, 1996. The increase was the result of higher gross profit margins in the sports and business markets. Gross profit increased 39% from $6.1 million for the six months ended October 28, 1995 to $8.5 million for the six months ended November 2, 1996. Gross profit as a percentage of net sales was 22.6% for the six months ended October 28, 1995, compared to 25.5 % for the six months ended November 2, 1996. The increase for the six month period was the result of the same conditions previously mentioned. Due in part to the impact of large orders and the amount of subcontracting work associated with installation of these products, the Company expects that its gross profit margin will continue to fluctuate in future periods. OPERATING EXPENSES Selling expenses increased 9% from $1.9 million for the three months ended October 28, 1995, to $2.0 million for the three months ended November 2, 1996. Selling expenses increased 14% from $3.6 million for the six months ended October 28, 1995 to $4.1 million for the six months ended November 2, 1996. The increases were due primarily to the addition of sales staff and increased selling activity. General and administrative expenses increased from $490,000 and $1.0 million for the three and six months ended October 28, 1995 to $666,000 and $1.3 million for the three and six months ended November 2, 1996. The increases were due to increases in salary and personnel to support company growth. Product design and development increased from $387,000 and $856,000 for the three and six months ended October 28, 1995 to $560,000 and $1.1 million for the three and six months ended November 2, 1996. The increases were due to a greater number of product development projects to improve and upgrade existing products and develop new products. INTEREST INCOME The Company occasionally sells products on an installment basis or in exchange for advertising revenues from the scoreboard or display, both which result in long-term receivables. Interest income increased from $72,000 and $152,000 for the three and six months ended October 28, 1995 to $93,000 and $186,000 for the three and six months ended November 2, 1996. The increase was due to higher average balances of long-term receivables. INTEREST EXPENSE Interest expense increased from $174,000 and $220,000 for the three and six month periods ended October 28, 1995 to $233,000 and $437,000 for the three and six months ended November 2, 1996. The increase was due to an increase in average loan balances to fund the increase in working capital to support sales growth. INCOME TAX EXPENSE Income taxes as a percentage of income before income taxes was 37% and 40% for the six months ended October 28, 1995 and November 2, 1996 respectively. The increase was due to the rounding of state tax accruals and a decrease in nontaxable interest income. NET INCOME Net income increased from $384,000 and $427,000 for the three and six months ended October 28, 1995 to $443,000 and $1.1 million for the three and six months ended November 2, 1996. The increase was due to increased net sales and an increase in gross profit as a percentage of sales. Management believes that one of the principal factors that will affect net sales and income growth is the Company's ability to increase the marketing of its products in existing markets and expand the marketing of its products to new markets. LIQUIDITY AND CAPITAL RESOURCES Working capital was $10.1 million at November 2, 1996 and $9.5 million at April 27, 1996. Working capital provided by net income, depreciation and amortization was offset by purchases of property and equipment, repayment of long-term debt and acquisition of advertising rights. The Company has historically financed working capital needs through a combination of cash flow from operations and borrowings under bank credit agreements. Cash provided by operations for the six months ended November 2, 1996 was $771,000. Net income of $1.1 million plus depreciation and amortization of $721,000 were offset by increases in inventory and receivables including costs and estimated earnings in excess of billings on uncompleted contracts. Cash used in investing activities consisted primarily of $1.2 million for purchase of property and equipment, and was offset by $1.1 million in proceeds from sale of real estate held for sale. Cash used in financing activities included $1.1 million of repayment of long-term debt and was offset by $314,000 net borrowings provided from the Company's line of credit. The Company has used and expects to use cash reserves and bank borrowings to meet its short term working capital requirements. On large product orders, the time between acceptance and completion may extend up to 12 months or more depending on the amount of custom work and the customer's delivery needs. The Company often receives a down payment or progress payments on these product orders. To the extent that these payments are not sufficient to fund the costs and other expenses associated with these orders, the Company uses working capital and bank borrowings to finance these cash requirements. As of November 2, 1996, the Company had a credit agreement with a bank providing for an unsecured revolving line of credit of $10.0 million, which includes up to $5.0 million for standby letters of credit. The line of credit is at the prime rate as established by the bank from time to time ( 8.25 % at November 2, 1996) and is due on September 30, 1997. As of November 2, 1996, $6.0 million had been drawn on the line of credit. The Company is sometimes required to obtain performance bonds for display installations. The Company currently has a bonding line available through an insurance company that provides for an aggregate of $25.0 million in bonded work outstanding. At November 2, 1996, the Company had $ 10.9 million of bonded work outstanding against this line. The Company believes that if its growth continues, it may need to increase the amount of its credit facility. The Company anticipates that it will be able to obtain any needed funds under reasonable terms from its current lender. The Company believes that cash from operations, from its existing or increased credit facility, and its current working capital will be adequate to meet the cash requirements of its operation in the foreseeable future. PART II - OTHER INFORMATION Item 6 - EXHIBITS 10.1 Revolving Note between Daktronics, Inc. and Norwest Bank Minnesota, National Association dated September 30, 1996. 10.2 Second Amendment to credit agreement dated September 30, 1996 between Norwest Bank Minnesota, National Association, and Daktronics, Inc. 27.1 Financial Data Schedule 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. /s/ Aelred J. Kurtenbach, President ------------------------------------= Daktronics, Inc. (Dr. Aelred J. Kurtenbach, President) (President) Date December 12, 1996 /s/ Paul J. Weinand, Treasurer ------------------------------------= Daktronics, Inc. (Paul J. Weinand, Treasurer) (Principal Financial Officer)



[GRAPHIC OMITTED] NORWEST BANK MINNESOTA,
                  NATIONAL ASSOCIATION                           REVOLVING NOTE
===============================================================================


$10,000,000.00                                                    Sept 30, 1996


FOR VALUE RECEIVED, Daktronics, Inc. (the "Borrower") promises to pay to the
order of Norwest Bank Minnesota, National Association (the "Bank"), at its
Bloomington Office or such other address as the Bank or holder may designate
from time to time, the principal sum of Ten Million and No/100 Dollars
($10,000,000.00), or the amount shown on the Bank's records to be outstanding,
plus interest (calculated on the basis of actual days elapsed in a 360-day year)
accruing on the unpaid balance at the annual interest rates defined below.
Absent manifest error the Bank's records will be conclusive evidence of the
principal and accrued interest owing hereunder.

This Revolving Note is issued pursuant to a Credit Agreement dated April 20,
1994, as amended by a First Amendment dated February 13, 1996, and by a Second
Amendment of even date herewith (as amended, the "Agreement"), made between the
Bank and the Borrower. The Agreement contains additional terms and conditions
including default and acceleration provisions. The terms of the Agreement are
incorporated into this Revolving Note by reference. Capitalized terms not
expressly defined herein shall have the meanings given them in the Agreement.

INTEREST RATES.

BASE RATE OPTION. Unless the Borrower chooses the LIBOR Rate Option as defined
below, the principal balance outstanding under this Revolving Note will bear
interest at an annual rate equal to the Base Rate, floating (the "Base Rate
Option"). The Base Rate is the "base" or "prime" rate of interest established by
the Bank from time to time.

LIBOR RATE OPTION. Subject to the terms and conditions of the Agreement
(including without limitation Section 3.2), the Borrower may elect that all or
portions of the principal balance of this Revolving Note bear interest at the
LIBOR Rate plus 2.0% (the "LIBOR Rate Option"). Specific reference is made to
the "Disbursements And Payments" Section of the Agreement for terms governing
the designation of interest periods and rate portions.

The LIBOR Rate will be computed in accordance with the following formula.

         LIBOR Rate =     London Interbank Rate
                          1.00 - Reserve Percentage

         Where,

         (i) "London Interbank Rate" means the average rate at which U.S. Dollar
         deposits with a term equal to the applicable LIBOR Interest Period and
         in an amount equal to the LIBOR Rate Portion are offered to the Bank on
         the London Interbank Market.

         (ii) "Reserve Percentage" means the Federal Reserve System requirement
         (expressed as a percentage) applicable to the dollar deposits used in
         calculating the LIBOR Rate above.


REPAYMENT TERMS

INTEREST. Interest will be payable on the last day of each month, beginning May
31, 1996, and at maturity.

PRINCIPAL. Principal will be repayable on September 30, 1997.

PREPAYMENT. The Borrower may prepay all or any portion of principal accruing
interest under the Base Rate Option without premium or penalty. Each prepayment
of principal accruing interest under the LIBOR Rate Option, whether voluntary or
by reason of acceleration, will be accompanied by accrued interest on the
prepaid portion and a prepayment premium equal to the amount, if any, by which:

         (i) the additional interest that would have been payable on the amount
         prepaid if it had not been paid until the last day of the relevant
         LIBOR Interest Period, exceeds

         (ii) the interest that would have been recoverable by the Bank by
         reinvesting the amount prepaid from the prepayment date to the last day
         of the relevant LIBOR Interest Period in a like kind investment.

ADDITIONAL TERMS AND CONDITIONS. The Borrower agrees to pay all costs of
collection, including reasonable attorneys' fees and legal expenses, incurred by
the Bank in the event this Revolving Note is not duly paid. Demand, presentment,
protest and notice of nonpayment and dishonor of this Revolving Note are
expressly waived. This Revolving Note will be governed by the substantive laws
of the State of Minnesota.

                                         DAKTRONICS, INC.


                      BY: /s/ Aelred Kurtenbach

                     ITS: President


                      SECOND AMENDMENT TO CREDIT AGREEMENT


THIS SECOND AMENDMENT is made as of the 30 day of September, 1996, and is by and
between Daktronics, Inc., a South Dakota corporation (the "Borrower"), and
Norwest Bank Minnesota, National Association, a national banking association
(the "Bank").

REFERENCE IS HEREBY MADE to that certain Credit Agreement dated as of April 20,
1994, as amended by a First Amendment dated February 13, 1996 (as amended, the
"Credit Agreement"), made between the Borrower and the Bank. Capitalized terms
not otherwise defined herein shall have the respective meanings ascribed to them
in the Credit Agreement.

WHEREAS, the Borrower has requested the Bank to renew the Line to September 30,
1997; and,

WHEREAS, the Bank is willing to grant the Borrower's request, subject to the
provisions of this Second Amendment;

NOW, THEREFORE, in consideration of the premises and for other valuable
consideration received, it is agreed as follows:

1.      Section 1.2 of the Credit Agreement is hereby amended by changing the
        date referenced in said Section from "September 30, 1996" to "September
        30, 1997."

2.      Section 3.2 of the Credit Agreement is hereby amended by inserting the
        following at the end of said Section:

              Notwithstanding any other provisions set forth in this Section 3.2
              or in the Revolving Note, commencing May 10, 1996, the Borrower
              shall not be permitted to elect the LIBOR Rate Option until (i)
              the Bank has determined, from its review of the Borrower's
              financial statements and compliance certificates, that the
              Borrower was in compliance with all of the covenants set forth in
              Section 6.2 hereof as of October 31, 1996, (ii) the Bank has
              furnished the Borrower with written notice of such determination,
              and (iii) as of the date of such notification there exists no
              event of default described in Section 7 hereof, nor does their
              exist any event which, with the giving of notice or the passage of
              time (or both), could become such an event of default.

3.      Section 6.1(b) of the Credit Agreement is hereby amended by deleting the
        term "45 days," where that term appears in said Section, and replacing
        it with the term "30 days."

4.      Section 6.1(c) of the Credit Agreement is hereby amended so that, when
        read in its entirety, it provides as follows:

              (C) Compliance Certificate and Gross Profit Margin Report. Provide
                  the Bank, within 30 days after the end of each month, (i) an
                  estimated gross profit margin report as of the end of such
                  month, and (ii) a compliance certificate in the form of
                  Exhibit C, signed by an officer of the Borrower, which (A)
                  attests to the accuracy of the financial statements, and (B)
                  certifies and demonstrates that the Borrower remains in
                  compliance with the covenants contained in this Agreement.

5.      Section 6.2(a) is hereby amended by changing the first sentence of said
        Section so that, when read in its entirety, it provides as follows:

              Maintain its Tangible Net Worth at a level equal to or greater
              than (i) $18,500,000.00 during the period commencing May 10, 1996
              through and including April 30, 1997, and (ii) $19,500,000 at all
              times after April 30, 1997.


6.      Section 6.2(b) is hereby amended by changing the first sentence of said
        Section so that, when read in its entirety, it provides as follows:

              Maintain its ratio of total liabilities to Tangible Net Worth at a
              level equal to or less than (i) 1.0 to 1.0 at all times during the
              three-month period ending July 31, 1996, (ii) 1.20 to 1.0 at all
              times during the six-month period ending January 31, 1997, and
              (iii) 1.0 to 1.0 at all times after January 31, 1997.


7.      Section 6.2(c) of the Credit Agreement is hereby amended by changing the
        first sentence of said Section so that, when read in its entirety, it
        provides as follows:

              Maintain its ratio of current assets to current liabilities at a
              level equal to or greater than (i) 1.80 to 1.0 at all times during
              the three-month period ending July 31, 1996, and (ii) 1.4 to 1.0
              at all times after July 31, 1996.

8.      Section 6.2 of the Credit Agreement is hereby further amended by adding
        the following as new Section 6.2(d):

              (d) Net Profit. Achieve a net profit after taxes (determined in
                  accordance with Generally Accepted Accounting Principles) at a
                  level equal to or greater than (i) $300,000.00 for the
                  three-month period ending July 31, 1996, (ii) $600,000.00 for
                  the six-month period ending October 31, 1996, (iii)
                  $900,000.00 for the nine-month period ending January 31, 1997,
                  and (iv) $1,200,000.00 for the twelve-month period ending
                  April 30, 1997.


9.      Simultaneously with the execution of this Second Amendment, the Borrower
        shall execute and deliver to the Bank a new promissory note (which, for
        purposes of this Second Amendment only, shall be referred to herein as
        the "New Note") in the face amount of $10,000,000.00, and in form and
        content acceptable to the Bank. The New Note shall replace, but shall
        not be deemed payment or satisfaction of, the Revolving Note. All
        references in the Credit Agreement to the "Revolving Note" shall be
        deemed to mean the New Note.

10.     The Borrower hereby represents and warrants to the Bank as follows:

              A.  As of the date of this Second Amendment, the outstanding
                  principal balance of the Revolving Note is $8,077,000.00, and
                  accrued but unpaid interest thereon equals $62,271,47.

              B.  The Credit Agreement and the Revolving Note constitute valid,
                  legal and binding obligations owed by the Borrower to the
                  Bank, subject to no counterclaim, defense, offset, abatement
                  or recoupment.

              C.  As of the date of this Second Amendment, except as expressly
                  waived in writing by the Bank, there exists no event of
                  default described in Section 7 of the Credit Agreement, nor
                  does there exist any event which, with the giving of notice or
                  the passage of time, or both, could become such an event of
                  default.

              D.  The execution, delivery and performance of this Second
                  Amendment and the New Note by the Borrower are within its
                  corporate powers, have been duly authorized, and are not in
                  contravention of law or the terms of the Borrower's Articles
                  of Incorporation or By-laws, or of any undertaking to which
                  the Borrower is a party or by which it is bound.

              E.  All financial statements delivered to the Bank by or on behalf
                  of the Borrower, including any schedules and notes pertaining
                  thereto, have been prepared in accordance with Generally
                  Accepted Accounting Principles consistently applied, and fully
                  and fairly present the financial condition of the Borrower at
                  the dates thereof and the results of operations for the
                  periods covered thereby, and there have been no material
                  adverse changes in the financial condition or business of the
                  Borrower from August 31, 1996 to the date hereof.

11.     Upon request by the Bank, the Borrower shall deliver a Norwest Corporate
        Certificate of Authority to the Bank dated as of the date of this Second
        Amendment, and in form and content acceptable to the Bank.

12.     Except as expressly modified by this Second Amendment, the Credit
        Agreement remains unchanged and in full force and effect.

IN WITNESS WHEREOF, the Borrower and the Bank have executed this Second
Amendment as of the date first written above.

DAKTRONICS, INC.                    NORWEST BANK MINNESOTA,
                                    NATIONAL ASSOCIATION



By: /s/ Aelred Kurtenbach          By: /s/ Sharlyn G. Rekenthaler
                                       Sharlyn G. Rekenthaler,
Its: President                         Vice President

 


5 6-MOS MAY-03-1997 APR-28-1996 NOV-02-1996 177 0 10,286 (146) 9,787 5,959 14,616 (7,501) 39,527 15,946 0 0 0 11,680 0 39,527 33,279 33,279 24,798 6,533 (296) 0 437 1,807 724 1,083 0 0 0 1,083 .26 .26