April 25, 2007

Date of Report (Date of earliest event reported)

BALLANTYNE OF OMAHA, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-13906	47-0587703
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File No.)	Identification Number)

4350 McKinley Street
Omaha, Nebraska		68112
(Address of principal executive offices)		(Zip Code)

(402) 453-4444

(Registrant’s telephone number including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below) :

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Form 8-K

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 8, 2006, the Securities and Exchange Commission approved new AMEX listing standards setting forth Direct Registration System (“DRS”) eligibility requirements. DRS enables investors to maintain securities electronically on the books of a transfer agent or issuer, and allows for the electronic transfer of securities. To meet DRS requirements, on April 25, 2007, the Company’s Board of Directors amended Article V of its Bylaws to permit the issuance of uncertificated shares, and to authorize the Board to adopt procedures for the registration and transfer of uncertificated securities.

Item 9.01 Financial Statements and Exhibits

99.1. Amendment to Ballantyne of Omaha, Inc. Bylaws

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BALLANTYNE OF OMAHA, INC.


Date: May 1, 2007	By:	/s/ Kevin Herrmann
		Kevin Herrmann
		Secretary/Treasurer and
		Chief Financial Officer

Exhibit 99.1

Article V of the Bylaws of Ballantyne of Omaha, Inc., a Delaware corporation, is hereby amended as follows:

1. Section 1 is hereby deleted, and replaced with the following;

ARTICLE V - STOCK

Section 1 . Certificated and Uncertificated Stock .

Shares of the Corporation’s stock may be certificated or uncertificated, as provided under the Delaware General Corporation law. The holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman of the Board, Vice Chairman of the Board, a President or a Vice President and the Treasurer or Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar, who has signed, or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may, nevertheless, be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar as of the date of issue.

2. Section 5 is hereby amended by adding the following:

The Board of Directors shall adopt procedures for the registration of transfers of uncertificated securities in lieu of the procedures set forth in the bylaws for certificated shares.