UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)

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[  ] Definitive Proxy Statement
[  ] Definitive Additional Materials
[  ] Soliciting Material Pursuant to §240.14a-12

Daktronics, Inc.
(Name of Registrant as specified in its charter)

_________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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DAKTRONICS, INC.
331 32^nd Avenue
Brookings, South Dakota 57006

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, AUGUST 17, 200516, 2006

The 2005Notice is hereby given that the 2006 Annual Meeting of Shareholders (the “Annual Meeting”) of Daktronics, Inc. (the “Company”) will be held at the Company’s headquarters, 331 32nd Avenue, Brookings, South Dakota 57006 on Wednesday, August 17, 2005,16, 2006, at 7:00 p.m. Central Daylight Time, for the following purposes:

Only the shareholders of record of our common stock at the close of business on June 20, 2005,23, 2006 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting.

YouAll shareholders are cordially invited to attend the meeting. It is important thatAnnual Meeting in person. However, to ensure your shares be representedrepresentation at the meeting. Therefore, whetherAnnual Meeting, you are urged to vote by proxy either by phone, by Internet or not you expect to attend the meeting,please complete, dateby signing and signreturning the enclosed proxy and return itcard as promptly as possible in the postage-prepaid envelope enclosed envelope.If you later desire to revokefor that purpose. See the instructions on the Proxy Card for your proxy, youvoting options. Any shareholder attending the Annual Meeting may do so at any time before it is exercised. Shareholders who are present at the meeting may withdraw their proxy and vote in person even if they so desire.he or she has returned a proxy.

Brookings, South Dakota
July 6, 20052006

IMPORTANT: WHETHER OR NOT YOU EXPECTPLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGNVOTE BY PHONE, BY INTERNET OR BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY AND RETURN ITCARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE.

Daktronics, Inc.

Table of Contents

DAKTRONICS, INC.

PROXY STATEMENT
FOR
2005 2006 ANNUAL MEETING OF SHAREHOLDERS

PROCEDURAL MATTERS

General

        This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Daktronics, Inc. (the “Company”) for use at our Annual Meeting of Shareholders to be held on Wednesday, August 17, 2005,16, 2006 at Daktronics, Inc., 331 32nd Avenue, Brookings, South Dakota at 7:00 p.m. Central Daylight Time, and at any adjournment thereof (the “Annual Meeting”), for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders.

        These proxy solicitation materials, together with our fiscal year 20052006 Annual Report to Shareholders, were mailed on or about July 15, 2005,6, 2006 to all shareholders entitled to vote at the Annual Meeting.

        In this Proxy Statement, “Daktronics”, “Company”, “registrant”, “we”, “us”, and “our” refer to Daktronics, Inc.

Record Date

        Shareholders of record at the close of business on June 20, 200523, 2006 (the “Record Date”) are entitled to notice of and to vote at the meeting. As of the Record Date, 19,187,527there were 39,002,650 shares of our common stock were issuedoutstanding and outstanding.entitled to vote held by 914 shareholders of record.

Voting at the Annual Meeting

        The holders of a majority of the shares of common stock issued and outstanding and entitled to vote at the 20052006 Annual Meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business. If a quorum is not present, the Annual Meeting may be adjourned from time to time until a quorum is present. Abstentions and broker non-votes will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum. Each share is entitled to one vote on all matters submitted to a vote. However, with respect to the election of Directors, every shareholder shall have the right to vote, in person or by proxy, thecast a number of shares owned by the holder for each Director to be elected, or to cumulate the holder’s votes by giving one candidate the number of votes which is equal to the number of Directors to be elected at the Annual Meeting multiplied by the number of shares the holder’s shares,shareholder is entitled to vote. Shareholders may cast all votes for one nominee or by distributing such cumulateddivide the votes as they choose among any number oftwo or three nominees. Shares abstaining will be treated as not voted. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as present and entitled to vote with respect to that matter.

Vote Requirements

        A plurality of the votes cast is required for the election of directors. This means that the director nominee with the most votes for a particular slot is elected for that slot. Only votes “for” or “withheld” affect the outcome. Abstentions are not counted for purposes of the election of directors.

        The affirmative vote of a majority of the shares of common stock represented at the Annual Meeting, either in person or by proxy, assuming a quorum is present, is required to approve the proposed amendment to our Amended and Restated Bylaws and to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm. Abstentions and, if applicable, broker non-votes, are not counted as votes “for” or “against” these proposals.

How Votes are Submitted
        If the shares of our common stock are held directly in the name of the shareholder, he or she can vote on matters to come before the meeting in two ways:as follows:

        Shareholders whose shares of our common stock are held in “street name” must either direct the record holder of their shares as to how to vote their shares of common stock or obtain a proxy from the record holder to vote at the meeting. “Street name” shareholders should check the voting instruction cards used by their brokers or nominees for specific instructions on methods of voting, including by telephone or using the Internet.

        Participants in the Company’sour 401(k) Plan (the “Plan”) who hold our common stock of the Company in the Plan are entitled to instruct the trustee of the Plan how to vote their shares. Each participant will receive a voting instruction card to direct the trustee to vote his or her shares. If a participant does not timely return a completed voting instruction card, the trustee will vote the shares allocated to that participant in the same proportion as the shares which are voted by all other participants under the Plan.

Proxies

        All shares entitled to vote and represented by properly executed proxies received before the Annual Meeting will be voted at the Annual Meeting in accordance with the instructions indicated on those proxies, if they are not revoked before the vote as described below. If no instructions are indicated on a properly executed proxy, the shares represented by that proxy will be voted as recommended by the Board of Directors. If any other matters are properly presented for consideration at the Annual Meeting, the proxy holders will have discretion to vote on those matters in accordance with their best judgment.

Revocability of Proxies

        Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. A proxy may be revoked by either (i) delivery of a written notice of revocation or a duly executed proxy to the Corporate Secretary of the Company bearing a date later than the prior proxy relating to the same shares, or (ii)either:

        To be effective, any written notice of revocation or subsequent proxy must be received by our Corporate Secretary before the taking of the vote at the Annual Meeting.

Expenses of Solicitation

         All expenses of this solicitation, including the cost of preparing and mailing this Proxy Statement, will be borne by us. We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of stock for their reasonable expenses in forwarding solicitation material to such beneficial owners. Our Directors, officers and employees of the Company may also solicit proxies in person or by telephone, e-mail, letter or facsimile. Such Directors,directors, officers and employees will not be additionally compensated, but they may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation.

Procedure for Submitting Shareholder Proposals

          Shareholders may present proper proposals for inclusion in our proxy materials for consideration at the next annual meeting of our shareholders by submitting their proposals to us in a timely manner. In order to be included in our proxy materials for the next annual meeting, shareholder proposals must be received by us no later than March 28, 2006,8, 2007 and must otherwise comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

        For any proposal that is not submitted for inclusion in next year’s Proxy Statement but is instead sought to be presented directly at the 20062007 Annual Meeting of Shareholders, management may vote proxies in its discretion if we: (a) receive notice of the proposal before the close of business on May 23, 20062007 and advise shareholders in the 20062007 Proxy Statement about the nature of the matter and how management intends to vote on such matter; or (b) do not receive notice of the proposal before the close of business on May 23, 2006.2007. Notices of intention to present proposals at the 20062007 Annual Meeting of Shareholders should be addressed to Corporate Secretary, Daktronics, Inc., 331 32^nd Avenue, Brookings, South Dakota 57006.

        The identity of Minesthe remaining Directors and Technology,certain information about them as of the University of Nebraska and Purdue University, respectively.Record Date are set forth below:

        Robert G. Dutcher is the Chairman, President and Chief Executive Officer of Possis Medical, Inc,Inc., a publicly-held medical device company located in Minneapolis, Minnesota. Prior toBefore joining Possis Medical in 1985, he was with Medtronics, Inc. for 12 years, most recently as Director of Research and Development. He previously worked in an engineering capacity for Control Data Corporation and Honeywell, Inc. Mr. Dutcher holds a B.S. degree in Electrical Engineeringelectrical engineering from South Dakota State University and an M.S. degree in Electrical Engineeringelectrical engineering from the University of Minnesota. He has been Director of the Company since 2002.

        Nancy D. Frame was a Deputy Director of the United States Trade and Development Agency in Washington, D.C., a position she held from 1986 to 1999, when she retired. From 1976 to 1986, she held various positions in the legal profession, specializing in international trade and commercial law. She obtained her law degree from Georgetown University, Washington, D.C., and has been a Director of the Company since 1999.

        The identityAelred J. Kurtenbach, Ph.D. is a co-founder of the remaining DirectorsCompany and certain information about them as of the Record Date are set forth below:

Roland J. Jensen is currently retired. Prior to his retirement, from 1996 to 2000, he served as President, Chief Executive Officer and Chairman of Louisiana Energy Services, which was in the business of enriching uranium for the civilian nuclear power industry. From 1960 to 1990, he was with Northern States Power Company, a publicly-held electric and natural gas utility, ending his service as Senior Vice President of Power Supply. From 1990 to 1994, he was Chairman and Chief Executive Officer of NRG Energy, Inc., a Minneapolis-based energy services company. He has served as a Director and Chairman of the Board since its incorporation in 1968. He served as President of the Company since 1994. Mr. Jensenuntil 1999, Chief Executive Officer until 2001, and Treasurer until 1993. Dr. Kurtenbach holds a B. S. degreeB.S., M.S. and Ph.D. degrees in Mechanical Engineeringelectrical engineering from the South Dakota State UniversitySchool of Mines and an M.S. degree in Industrial Management fromTechnology, the University of Minnesota.

Frank J. Kurtenbach joined the Company in 1979 as Sales Manager of the Standard Scoreboard Division of the Company, which was expanded to include other products in 1981. He served as Sales Manager for the Company from 1982 through 1993, as a Director since 1984Nebraska and as Vice President, Sales since 1993. Mr. Kurtenbach has a M.S. degree in Physical Education and Recreation from South Dakota State University. Aelred Kurtenbach and Frank Kurtenbach are brothers.Purdue University, respectively.

        James B. Morganjoined the Company in 1969 as a part-time engineer while earning his M.S. degree in Electrical Engineeringelectrical engineering from South Dakota State University. He became President and Chief Operating Officer of the Company in 1999 and Chief Executive Officer in 2001. He served as its Vice President, Engineering, with responsibility for product development, contract design, project management and corporate information systems, from 1976 to 1999. Mr. Morgan has also served as a Director of the Company since 1984.

        John L. Mulligan was elected as a Director in 1993. Since 1999, he has been employed as a Vice President and financial advisor with Morgan Stanley in the same capacity as when he was employed with Mesirow Financial from late 1990 through mid 1993mid-1993 and again from 1994 through 1998. In 1993 and 1994, he served as principal of Mulligan Financial, a financial services firm that he founded. From 1967 to March 1990, he served as President, Chairman, Chief Executive Officer and a Director of American Western Corporation. Mr. Mulligan is also a certified public accountant.

        Duane E. Sander, Ph.D. is a co-founder of the Company and has served as a Director since its incorporation. He also served as Corporate Secretary from incorporation until 2001. Since 1999, he has been employed by the South Dakota State University Foundation as its Director of Special Projects. From 1990 to 1999, he served as Dean of Engineering at South Dakota State University, and he has taught electrical engineering courses and directed biomedical research projects since 1967.

James A. Vellenga was elected as a Director in 1997. He is currently the President and Chief Executive Officer of BSFX Corp., a company involved in the research of fibers for reinforcing concrete, and he has served in such capacity since early 2003. From 1988 to 2002, he held senior management positions with Aetrium, Inc. and UpTech Automation, Inc., both of which were involved in the design and development of integrated circuit test handlers. At Uptech Automation, Inc., he served as the Chief Executive Officer and Chairman of the Board. Prior to joining Aetrium, Inc. and UpTech Automation, Inc., Mr. Vellenga was a founder and Vice President of Operations of Lee Data Corporation. From approximately 1957 to 1979, he worked at Remington Rand, Univac, Control Data Corporation and Data 100 Corporation, where he was involved in the design and management of computer products. He holds a B.S. degree in Electrical Engineering from South Dakota State University.

        There are two components to the Plan – a 401(k)-type component and a profit sharingprofit-sharing component.

Under the 401(k) component, employees may contribute up to maximum amount as set by the Internal Revenue Service, subject to a federally imposed annual maximum, which is currently $13,000. We may provide additional matching contributions as a percent of compensation or as a match of employee contributions and other discretionary contributions. The Plan trustee, at the direction of each participant, invests funds in any of the available investment options. For the fiscal year ended April 30, 2005,29, 2006, we contributed approximately $1.1$1.3 million on behalf of employees under this component of the Plan, including amounts accrued at the end of the fiscal year. Amounts contributed by us under the Plan on behalf of the Named Executive Officers are set forth in the Summary Compensation Table under the heading “Annual Compensation – Other Annual Compensation.”

        Employee Stock Purchase Plan.    Our Employee Stock Purchase Plan (the “Purchase Plan”) was approved by the shareholders at the 2002 Annual Meeting and became effective on November 1, 2002. The purpose of the Purchase Plan is to provide eligible employees with an opportunity to acquire an interest in our companyCompany through the purchase of itsour common stock and thus to develop a stronger incentive to work for our continued success. The Purchase Plan is an employee stock purchase plan under Section 423 of the Internal Revenue Code. The Purchase Plan is administered by the Compensation Committee.

        Any of our employees or, subject to approval by the Board of Directors, any employees of our subsidiaries, are eligible to participate in the Purchase Plan for any Purchase Period (as defined below) so long as on the first day of such Purchase Period, the employee is customarily employed at least 20 hours per week and has been continuously employed for the six months prior to the beginning of the Purchase Period. “Purchase Period” means each of the six-month periods beginning May 1 and November 1 of each year.

        Any eligible employee may elect to become a participant in the Purchase Plan by authorizing payroll deductions of a specified percentage ranging from 0% to 15% of the employee’s gross cash compensation. We currently have approximately 1,3651,680 employees who are eligible to participate in the Purchase Plan. Amounts withheld under the Purchase Plan will be held by us as part of our general assets until the end of the Purchase Period and will be used to purchase our common stock as of the last day of the Purchase Period at a price equal to 85% of the lesser of the fair market value of a share of common stock on either the first or last day of the Purchase Period. All amounts so withheld will be used to purchase the number of shares of common stock (including fractional shares) that can be purchased with such amount. If purchases by all participants would exceed the number of shares of common stock available for purchase under the Purchase Plan, each participant will be allocated a ratable portion of such available shares of common stock. Any amount not used to purchase shares of common stock will be refunded to the participant in cash.

        Shares of common stock acquired by each participant will be held in a general account maintained for the benefit of all participants. Certificates for the shares of common stock purchased by a participant will be issued and delivered to him or her only upon the request of such participant or his or her representative.

        No more than $25,000 in fair market value (determined on the first day of the respective Purchase Periods) of shares of common stock may be purchased under the Purchase Plan of the Company by any participant in each calendar year.

Compensation Committee Interlocks and Insider Participation

         During fiscal year 2005,2006, none of our executive officers served on the board of directors or compensation committee of another company that had an executive officer serve on our Board of Directors or our Compensation Committee. Dr. Sander was a part-time employee during the company’sCompany’s early years. Through fiscal year 2001, he served as Corporate Secretary of the companyCompany but was not an employee or executive officer of the company.Company.

COMPENSATION COMMITTEE

Roland J. Jensen, Chairperson
Duane E. Sander
Robert G. Dutcher, Chairperson
Byron J. Anderson
James A. Vellenga

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REPORT OF THE AUDIT COMMITTEE

        The responsibilities of the Audit Committee are set forth in the Audit Committee Charter, a copy of which wasis included in our fiscal year 2003this Proxy Statement.as Appendix A. The Audit Committee will continually review the Audit Committee Charter in light of any new developments and may make additional recommendations to the Board of Directors for further revision of the Audit Committee Charter to reflect evolving best practices. Each of the members of the Audit Committee meets the independence requirements of theThe NASDAQ Stock Market.

        Management has the primary responsibility for the company’sour system of internal controls and itsour financial reporting process. The independent auditors haveregistered public accounting firm has the responsibility to express an opinion on the company’sour financial statements based on an audit conducted in accordance with generally accepted auditing principles. The Audit Committee has the responsibility to monitor and oversee these processes.

        In this context and in connection with the audited financial statements contained in the Company’sour Annual Report on Form 10-K for the fiscal year ended April 30, 2005,29, 2006, the Audit Committee:

Reviewed and discussed the audited financial statements with the Company'sour management;

Discussed with Ernst & Young LLP, the Company'sour independent auditors,registered public accounting firm, the matters required to be discussed by Statement on Auditing Standards No. 61 and 90 (Communications with Audit Committee)Committees);

Reviewed the written disclosures and the letter from Ernst & Young LLP required by Rule 3600T of the Public Accounting Oversight Board (PCAOB), which adopts on an interim basis Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees,Committees; discussed with the auditors their independenceindependence; and concluded that the services performed by Ernst & Young LLP are compatible with maintaining their independence;

Discussed with Ernst& Young LLP, the audit and assessments, including internal control testing under Section 404 of the Sarbanes-Oxley Act;Act of 2002;

Based on the foregoing reviews and discussions, recommended to the Board of Directors that the audited consolidated financial statements be included in the Company'sour Annual Report on Form 10-K for the fiscal year ended May 1, 2004April 29, 2006 filed with the SEC; and

Instructed the independent auditorregistered public accounting firm that the Audit Committee expects to be advised if there are any subjects that require special attention.

        The Audit Committee has established procedures for the receipt, retention and treatment of any complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by the Company’sour employees of any concerns regarding questionable accounting or auditing matters.

AUDIT COMMITTEE

John L. Mulligan, Chairperson
Nancy D. Frame
James A. Vellenga

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RELATIONSHIP WITH INDEPENDENT AUDITORSREGISTERED PUBLIC ACCOUNTING FIRM

     ��        Ernst & Young LLP has been the independent registered public accounting firm that audits thehas audited our consolidated financial statements of the Company since fiscal year 2003. In accordance with its standing policy, Ernst & Young LLP will periodically change the personnel who work on the audit.

        In addition to performing the audit of the Company’sour consolidated financial statements, Ernst & Young LLP provided various other services to us during the fiscal year endedyear-ended April 30, 2005.29, 2006. These non-audit services were approved by the Audit Committee by unanimous consent in advance of their performance at various times during the year. The aggregate fees billed for each of the fiscal years ended April 29, 2006 and April 30, 2005 and May 1, 2004 for each of the following categories of services are set forth below:

			Fiscal Year Ended								Fiscal Year Ended
Fee Category	Fee Category		April 30, 2005			May 1, 2004			Fee Category		April 29, 2006			April 30, 2005
Audit Fees(1)			$	341,146		$	115,000				$	344,577		$	408,263
Audit-Related Fees (2)				16,700			22,250					24,200			16,200
Tax Fees(3)				6,664			17,500					–			6,664
All Other(4)				1,589			-					1,589			1,589
Total Fees			$	366,099		$	154,750				$	370,366		$	432,716

_________________

(1)		Audit fees represent fees for professional services provided in connection with the audit of our consolidated financial statements, the review of our quarterly financial statements and audit services provided in connection with other statutory or regulatory filings.
(2)		Audit-related fees consisted primarily of the annual audit of our 401(k) plan.
(3)		Tax fees included foreign tax compliance fees and fees for various consulting services provided in connection with our international expansion and business.
(4)		Other fees consist of fees paid for online research tools.

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PERFORMANCE GRAPH

        The Company’sOur common stock is quoted on theThe NASDAQ NationalGlobal Market under the symbol “DAKT.”"DAKT." The following graph shows changes during the period from May 1, 20002001 to April 30, 200529, 2006 in the value of $100 invested in: (1) the Company’sour common stock; (2) theThe NASDAQ Stock Market Index for U.S. companies,companies; and (3) the Standard and PoorsPoor's 600 Index for Electronic Equipment Manufacturers. The values of each investment as of the dates indicated are based on share prices plus any dividends paid in cash, with the dividends reinvested on the date they were paid. The calculations excludeexeclude trading commissions and taxes.

 

			Base Period			Index Returns Fiscal Years Ending																	Base Period			Index Returns Fiscal Years Ending
Company / Index	Company / Index					April 28, 2001			April 27, 2002			May 3, 2003			May 1, 2004			April 30, 2005			Company / Index					April 27, 2002			May 3, 2003			May 1, 2004			April 30, 2005			April 29, 2006
Daktronics, Inc.				100			257.10			204.14			323.97			468.52			449.32					100			79.40			126.01			182.23			174.76			338.32
NASDAQ U.S. Index				100			56.10			44.75			38.91			52.65			52.69					100			80.41			70.22			91.86			92.16			111.39
S&P 600 Electronic Equipment Manufacturers				100			53.89			54.42			42.49			60.83			52.36					100			100.99			78.84			112.88			97.16			132.90

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934 requires that our Directors, executive officers, and persons who own more than 10% of a registered class of our equity securities (“10% Shareholders”) file with the SEC and the National Association of Securities Dealers, Inc. reports of ownership on Form 3 and reports of change in ownership on Form 4 or Form 5. Such Directors, executive officers and 10% shareholders are also required by rules of the SEC to furnish us with copies of all Section 16(a) forms that they file. To our knowledge, based solely on a review of copies of such forms submitted to us or written representations from certain reporting persons, we believe all required reports were filed on a timely basis during 2004, except for the following transaction where the Form 4 report was inadvertently filed late:2005.

•    Five reports reflecting the sale of 10,994 shares by Duane Sander.

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HOUSEHOLDING OF ANNUAL DISCLOSURE DOCUMENTS

        The SECWe have adopted a procedure called “householding,” which has been approved a rule governingby the delivery of annual disclosure documents. This rule allows us to send a single setSEC. Under this procedure, we are delivering only one copy of our Annual Report and this Proxy Statement to any household at which two or moremultiple shareholders of the company reside if we believe that the shareholders are members ofCompany who share the same family. Someaddress unless we have received contrary instructions from the affected shareholder. Each shareholder, however, will continue to receive individual proxy cards or voting instruction cards. In addition, some banks, brokers and other intermediaries may be participating in this practice of “householding” proxy statementsour Proxy Statement and annual reports.Annual Report. This rulepractice benefits both the companyCompany and its shareholders because it reduces the volume of duplicate information received at a shareholder’s house and helps reduce the company’s expenses. Each shareholder, however, will continue to receive individual proxy cards or voting instruction cards.

        Shareholders that have previously received a single set of disclosure documents may request their own copy this fiscal year or in future years by contacting their bank, broker or other nominee record holder. We will also deliver a separate copy of the Annual Report and the Proxy Statement to any shareholder upon written request sent to Daktronics, Inc., 331 32^nd Avenue, Brookings, South Dakota 57006, Attention: Investor Relations, or upon verbal request by calling (605) 697-4000.

AVAILABLE INFORMATION

        The Annual Report to Shareholders for the year ended April 30, 2005,29, 2006, including financial statements, is being mailed with this Proxy Statement.

The Annual Report to Shareholders is not incorporated in this Proxy Statement and is not deemed to be a part of this Proxy Statement.

Any person whose proxy is solicited by this Proxy Statement will be provided, upon request and without charge, with a copy of our Annual Report on Form 10-K for the fiscal year ended April 29, 2006. Please submit such requests to Daktronics, Inc., 331 32^nd Avenue, Brookings, South Dakota 57006, Attention: Investor Relations, or by calling (605) 697-4000.

ADDITIONAL MATTERS

          As of the date of this Proxy Statement, management knows of no matters that will be presented for determinationconsideration at the Annual Meeting other than those referred to herein. If any other matters properly come before the Annual Meeting calling for a vote of shareholders, it is intended that the shares of common stock represented by the proxies solicited by the Board of Directors will be voted by the persons named therein in accordance with their best judgment.

By Order of the Board of Directors,

Carla S. Gatzke
Corporate Secretary

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Appendix A

If the amendment and restatement of the Amended and Restated Articles of Incorporation proposed for approval
AUDIT COMMITTEE CHARTER
Adopted by the shareholders at the Annual Meeting is approved, the Amended and Restated Articles of Incorporation below would constitute the Company’s new Amended and Restated Articles Incorporation after filing with the Office of the Secretary of State of South Dakota.

AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
DAKTRONICS, INC.

        Pursuant to the provisions of South Dakota Codified Laws and the South Dakota Business Corporation Act, the undersigned corporation adopts the following Amended and Restated Articles of Incorporation as follows, to-wit:

        The following Amended and Restated Articles of Incorporation shall supersede and take the place of the existing Amended and Restated Articles of Incorporation and all amendments thereof:

ARTICLE 1 – NAME

    1.1)        The name of the corporation shall be Daktronics, Inc.

ARTICLE 2 – DURATION

    2.1)        The duration of the corporation shall be perpetual.

ARTICLE 3 – PURPOSE

    3.1)        The corporation is organized for general business purposes.

ARTICLE 4 – STOCK

    4.1)        The aggregate number of shares of stock which the corporation shall have the authority to issue shall be sixty million (60,000,000) shares, each without par value, and which shall consist of fifty-five million (55,000,000) shares of common stock and five million (5,000,000) shares of undesignated stock. The Board of Directors of Daktronics, Inc.
(as Amended and Restated effective May 22, 2003)

1.     Purpose.

        The purpose of the corporation is authorizedCommittee shall be to establish fromassist the sharesBoard in its oversight responsibilities to the shareholders, potential shareholders, the investment communities and others relating to the integrity of undesignated stock, by resolution adoptedthe financial statements and by articlesrelated filings of amendment filed in the manner provided by law, one or more classes or seriescompany, of shares, to designate each such class or series (which may include, but is not limited to, designation as additional sharesthe company’s compliance with ethics policies, legal and regulatory requirements, of common stock),the independence and to fixqualifications of the relative rightsindependent auditor, of the performance of the company’s independent auditors and preferencesthe company’s systems of each such class or series.internal accounting and financial controls.

2.     Composition.

        4.2)        The Audit Committee (“Committee”) of the Board of Directors may, at any time and from time to time, issue and sell for such consideration as may be permitted by law, any and all(“Board”) of the authorized shares of the stock of the corporation not then issued, any and all treasury shares, and any and all of any stock of any class that may hereafter be authorized.

ARTICLE 5 – NO PREEMPTIVE RIGHTS

    5.1)        The shareholders of the corporation shall not have preemptive rights to acquire additional or treasury shares of stock of the corporation, or obligations of the corporation or rights convertible into such shares.

ARTICLE 6 – REGISTERED OFFICE AND AGENT

    6.1)        The street address of the principal and registered office of the corporation shall be 331 32nd Ave South, Brookings, South Dakota 57006, and the name of its registered agent is James B. Morgan.

    6.2)        The Board of Directors shall have the authority to change the street address and name of the registered agent of the corporation pursuant to the procedure set forth in the South Dakota Business Corporation Act, or its successor.

ARTICLE 7 – DIRECTORS

    7.1)        The Board of DirectorsDaktronics shall consist of nine (9) or more members divided intoa minimum of three (3) classes, designated Class A, Class B and Class C, with each class to be as nearly equal in number as possible, with the term of officedirectors. Members of the initial Class ACommittee shall be appointed by the Board and may be removed by the Board in its discretion. All members to expire at the first annual meeting after their election; the term of the initial Class B members to expire at the second annual meeting after their election;Committee shall be independent directors in accordance with all applicable rules and the termregulations including those of the initial Class C members to expire at the third annual meeting after their election. At each annual meeting of shareholders, directors chosen to succeed whose terms then expire shall be elected for a full term of three (3) years.

    7.2)Securities & Exchange Commission (“SEC”) and The Board of Directors shall have the power and authority to take any action requiredNASDAQ Stock Market, Inc. (“Nasdaq”) as amended or permitted of it by law and by these Articles of Incorporation.

    7.3)        The liability of the corporation’s directors to the corporation or its shareholders shall be eliminated to the fullest extent permitted by the South Dakota Business Corporation Act, as the same exists or may be amendedsupplemented from time to time. In particular, and without limiting the effectFurthermore, all members shall meet experience requirements of the foregoing sentence, a director of the corporation shall not be liable to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except (i) liability for the amount of a financial benefit received by a director to which the director is not entitled; (ii) an intentional infliction of harm on the corporation or its shareholders; (iii) a violation of Section 162 of the South Dakota Business Act relating to unlawful distributions; or (iv) an intentional violation of criminal law. If the South Dakota Business Corporation Act, or any succeeding statutory authority, is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the South Dakota Business Corporation Act or any succeeding statutory authority. Any repeal or modification of this Section 7.3 by the shareholders of the corporation shall be prospective onlySEC and Nasdaq, and shall not adversely affect any limitation on the personal liability of a director of the corporationhave sufficient finance, accounting and legal experience and ability to enable them to discharge their responsibilities at the time of such repeal or modification.their appointment to the Committee and at least one member shall be a financial expert. The Chairman of the Audit Committee shall be appointed by the Board.

ARTICLE 8 — INDEMNIFICATION3.     Functions.

        8.1)In furtherance of this purpose, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the company and shall have the following authority and responsibilities:

         3.1)        To discuss with management and the independent auditor the annual audited financial statements and interim quarterly financial statements and related SEC filings, including matters required to be reviewed under applicable legal, regulatory or other applicable requirements.

         3.2)        To discuss with management and the independent auditor, as appropriate, earnings press releases, financial information and earnings guidance provided to analysts and the public prior to dissemination.

         3.3)        To exercise it’s sole authority and responsibility to select, evaluate and if necessary replace the independent auditor, whose purpose is to examine the company’s accounts, controls and financial statements. The corporationcommittee may recommend their selection of independent auditors for shareholder ratification. In connection with the annual selection of the independent auditor, the Committee will discuss with the independent auditors, the overall scope and plans for their audit, including adequacy of staffing and compensation. The Committee shall indemnify its officershave the sole authority to approve all audit engagement fees and directorsterms and the Committee, or a member of the Committee, must pre-approve any non-audit service provided to the fullest extent authorized or permittedcompany by the South Dakota Business Corporation Actcompany’s independent auditor as well as certain services provided by other auditing firms except that the Committee shall not approve the engagement of the independent auditor to perform services not allowed under then current laws or regulations.

         3.4)        To ensure receipt from the independent auditors of a formal written statement delineating all relationships between the independent auditors and the Company, consistent with Independence Standards Board Standard No. 1 (as may be modified or supplemented). Also responsible for engaging in an active dialog with respect to any other applicable lawsdisclosed relationships or services that may impact the objectivity and independence of the auditors and for taking any appropriate action to oversee the independence of the outside auditors.

         3.5)        To discuss with the independent auditors the matters required to be communicated to audit committees in accordance with AICPA SAS 61, as amended by SAS 90, relating to the conduct of the audit and to the scope and results of the audit that may from timeassist the committee in overseeing the financial reporting and disclosure process for which management is responsible.

         3.6)        To discuss with management and the independent auditor, as appropriate, any audit problems or difficulties and management’s response, and the company’s risk assessment and risk management policies, including the company’s major financial risk exposure and steps taken by management to time bemonitor and mitigate such exposure.

         3.7)        To review with management and the independent auditors, the company’s financial reporting and accounting standards and principles, significant changes in effect,such standards or principles or in their application and the key accounting decisions affecting the company’s financial statements, including alternatives to, and the rationale for, the decisions made. The committee shall also review related SEC filings including disclosures beyond the basic financial statements and notes thereto.

         3.8)        To review, with the Chief Executive Officer, the Chief Financial Officer, independent auditors or such others as the same existCommittee deems appropriate, the company’s internal system of controls and management’s assessment of responsibility for creating and maintaining adequate internal controls and its assessment of the effectiveness of, as of the end of the most recent fiscal year and the independent auditors’ report on management’s assertion of the adequacy of those controls.

         3.9)        To review any significant litigation, regulatory proceedings or other legal matters in which the company is or may be amended from timeinvolved, including related disclosure and reporting issues.

         3.10)      To prepare and publish an annual audit committee report.

         3.11)     To establish, monitor and periodically review policies for the hiring of current employees or former employees of the company’s independent auditor.

         3.12)      To establish and periodically review, at least annually, whistleblower policies and procedures for the receipt of complaints or concerns relating to time.accounting, internal financial and accounting controls and auditing matters and review confidential information submitted by employees relating to questionable accounting or auditing matters, in accordance with applicable rules and regulations; and review and update such policies no less than annually.

         3.13)      To establish and periodically review a Code of Ethics regarding financial and accounting matters for the Company’s senior management.

         3.14)      To review and investigate any matters pertaining to the integrity of management, including conflicts of interest, or adherence to standards of business conduct. The corporation may indemnify its employees, agentsCommittee shall meet separately at least quarterly with management and other persons from time to timewith the company’s independent auditors which shall include separate meetings with the independent auditors and as determined by the Board of Directors.with management.

    8.2)     Any repeal or modification of this Article 8 by the shareholders of the corporation shall be prospective only

4.     Meetings, Reports and shall not adversely affect the indemnification of any person who is entitled to indemnification at the time of such repeal or modification.

    8.3)     The indemnification provided in this Article 8, under the South Dakota Business Corporation Act, and under any other applicable laws shall not be deemed exclusive of any other rights to which those indemnified may be entitled by any Bylaw, agreement, vote of shareholders or directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer or employee and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE 9 – BYLAWS

    9.1)        The Board of Directors may make and amend bylaws which may contain any provision relating to the management of the business or the regulation of the affairs of the corporation not inconsistent with law or the Articles of Incorporation. The power to adopt, amend or repeal the bylaws shall be vested in the Board, subject to any right under applicable law of the corporation’s shareholders to propose or adopt any bylaws or amendments to the corporation’s bylaws.

ARTICLE 10 – SHAREHOLDERS

    10.1)        A majority of the shares entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

    10.2)        If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number or voting classes is required by the South Dakota Business Corporation Act.

ARTICLE 11 – POWERS

    11.1)        The corporation shall have the unlimited power to engage in and to do any act necessary or incidental to the carrying out of its purposes, together with the power to do or perform any acts consistent with or which may be implied from the powers expressly conferred upon corporations by the South Dakota Business Corporation Act.

ARTICLE 12 – AMENDMENT

    12.1)        These Articles of Incorporation may be amended in the manner provided in the South Dakota Business Corporation Act, as the same exists or as that statute may be amended from time to time.

VERIFICATIONResources.

        The foregoing AmendedCommittee shall meet at least quarterly with management and Restated Articleswith the company’s independent auditors which shall include separate meetings with the independent auditors. The Committee may also meet privately with management as it determines necessary.

        The Committee shall have authority to retain such outside counsel, experts and other advisors, as the Committee may deem appropriate in its sole discretion. The Committee shall have sole authority to approve related fees and retention terms for such advisors.

        The Committee shall report to the Board and communicate its recommendations to the Board after each Committee meeting. The Committee shall review at least annually the adequacy of Incorporation of Daktronics, Inc. were duly adopted bythis charter and recommend any proposed changes to the holders of common stock of Daktronics, Inc. at a meetingBoard for approval.

        The Committee shall communicate with the Chief Executive Officer on the evaluation of the shareholders held, pursuant to proper notice thereof, on August 17, 2005, at which a quorum was present. OfChief Financial Officer and his/her staff. It shall also work closely with, but independently of the _________ shares of common stock of Daktronics, Inc. issued and outstanding and entitled to vote theron, the holders of _________ shares voted forChief Executive Officer and the holders of ______ shares voted against the foregoing AmendedChief Financial Officer and Restated Articles of Incorporation of Daktronics, Inc.their respective staffs.

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