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

                                    FORM 10-Q


(Mark  One)
[X]    QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR 15(d)  OF THE SECURITIES
       EXCHANGE ACT  OF  1934 FOR THE  QUARTERLY  PERIOD  ENDED  JUNE  30,  2000

                                       or

[ ]    TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 FOR THE TRANSITION  PERIOD FROM ________ TO ________

Commission  File  Number:  0-21737

Zimmerman  Sign  Company
--------------------------------------------------------------------------------
(Exact  name  of  registrant  as  specified  in  its  charter)

TEXAS                                                            75-0864498
--------------------------------------------------------------------------------
(State of Incorporation)                                      (I.R.S. Employer
Identification  No.)


9846 HIGHWAY 31 EAST, TYLER, TEXAS                                  75705
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

(903)  535-7400
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)

NOT  APPLICABLE
--------------------------------------------------------------------------------
Former  name,  former  address  and  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.            [X]  Yes        [ ]  No

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

              1,269,549  SHARES  OF  COMMON STOCK, $0.01 PAR VALUE
--------------------------------------------------------------------------------
                  Common Stock Outstanding as of July 30, 2000


<PAGE>
                             ZIMMERMAN SIGN COMPANY

                                      INDEX


PART  I  -  FINANCIAL  INFORMATION                                      PAGE NO.
----------------------------------                                      --------

Item  1.    Financial  Statements  (Unaudited)

            Balance Sheets as of June 30, 2000 and December 31, 1999         1

            Statements of Operations for the three and six
              months ended June  30,  2000  and  1999                        2

            Statements of Cash Flows for the six  months
              ended  June  30,  2000 and  1999                               3

            Notes  to  Financial  Statements                                 4

Item  2.    Management's Discussion and Analysis of Financial
              Condition and Results  of  Operations                          5

Item  3.    Quantitative and Qualitative Disclosure about Market Risk        8

PART II  -  OTHER  INFORMATION
-------------------------------

Item  4.    Submission of Matters to a Vote of Security Holders              9

Item  6.    Exhibits  and  Reports  on  Form  8-K                            9

              Signatures                                                     9

              Exhibit  Index                                                10


<PAGE>
<TABLE>
<CAPTION>
                                  ZIMMERMAN SIGN COMPANY
                                      Balance Sheets
                           June 30, 2000 and December 31, 1999
                                       (Unaudited)

                                                                   2000          1999
                                                               ------------  ------------
<S>                                                            <C>           <C>
                          Assets
                          ------
Current assets:

Cash                                                           $   120,636   $   113,914
Accounts receivable, net of allowance for doubtful accounts
  of $100,000 in 2000 and 1999                                   8,716,737    10,139,711
Inventories                                                     14,376,132    16,081,386
Prepaids and other current assets                                  478,945       147,828
Deferred tax assets                                                570,671       529,911
                                                               ------------  ------------
          Total current assets                                  24,263,121    27,012,750
                                                               ------------  ------------
Property, plant and equipment, net                               3,316,970     3,353,990
Other assets                                                       181,038       234,140
                                                               ------------  ------------
                                                               $27,761,129   $30,600,880
                                                               ============  ============
           Liabilities and Stockholders' Deficit
           -------------------------------------
Current liabilities:
  Current installments of long-term debt                       $ 1,219,000   $ 1,219,000
  Accounts payable                                               5,457,811     6,179,551
  Accrued expenses                                               1,070,410     1,610,358
  Income taxes payable                                                   -        81,228
  Customer deposits                                              1,015,415       789,452
                                                               ------------  ------------
          Total current liabilities                              8,762,636     9,879,589
                                                               ------------  ------------
Deferred tax liability                                              65,170        40,318
Long-term debt, excluding current installments:
   Bank debt                                                    16,538,445    18,083,695
   Subordinated notes                                            3,939,324     3,933,546
                                                               ------------  ------------
          Total long-term debt                                  20,477,769    22,017,241
                                                               ------------  ------------
Redeemable preferred stock:
 8% Series A, $.01 par value, redemption value of
   $5,250,000; 52,500 shares authorized, issued and
   outstanding                                                   4,649,911     4,601,904
 6% Series B, $.01 par value, redemption value of $700,000;
   7,000 shares authorized, issued and outstanding                 700,000       700,000
 6% Series C, $.01 par value, redemption value of $625,000;
   6,250 shares authorized, issued and outstanding                 625,000       625,000
                                                               ------------  ------------
          Total redeemable preferred stock                       5,974,911     5,926,904
                                                               ------------  ------------
Stockholders' deficit:
  Common stock, $.01 par value. Authorized 15,000,000
    shares; issued 1,854,692 shares; outstanding 1,269,549
    shares                                                          18,547        18,547
  Additional paid in capital                                       430,640       478,647
  Accumulated deficit                                           (5,920,544)   (5,712,366)
  Treasury stock, at cost, 585,143 common shares                (2,048,000)   (2,048,000)
                                                               ------------  ------------
          Total stockholders' deficit                           (7,519,357)   (7,263,172)
                                                               ------------  ------------
                                                               $27,761,129   $30,600,880
                                                               ============  ============
</TABLE>

See  accompanying  notes  to  financial  statements.


                                        1
<PAGE>
<TABLE>
<CAPTION>
                                  ZIMMERMAN SIGN COMPANY
                                 Statements of Operations
                     Three and Six Months Ended June 30, 2000 and 1999
                                        (Unaudited)


                                          Three Months Ended          Six Months Ended
                                               June 30,                   June 30,
                                      -------------------------  -------------------------
                                          2000         1999          2000         1999
                                      ------------  -----------  ------------  -----------
<S>                                   <C>           <C>          <C>           <C>
Net sales                             $11,562,145   $13,893,163  $23,570,413   $25,899,062

Cost of goods sold                      9,622,596    11,102,580   19,448,193    20,652,117
                                      ------------  -----------  ------------  -----------
  Gross profit                          1,939,549     2,790,583    4,122,220     5,246,945

Selling, general and administrative
 expenses                               1,289,025     1,469,674    2,842,601     2,948,567

Interest expense, net                     568,781       578,451    1,138,874     1,162,393
                                      ------------  -----------  ------------  -----------
  Income before income taxes               81,743       742,458      140,745     1,135,985

Income taxes                               65,911       273,357       99,172       421,184
                                      ------------  -----------  ------------  -----------
  Net income                               15,832       469,101       41,573       714,801

Preferred stock dividends and
accretion                                 148,879       171,793      297,757       295,797
                                      ------------  -----------  ------------  -----------
 Net income (loss) applicable to
     common stock                     $  (133,047)  $   297,308  $  (256,184)  $   419,004
                                      ============  ===========  ============  ===========
Basic and diluted net income (loss)
  per common share                    $     (0.10)  $      0.23  $     (0.20)  $      0.33
                                      ============  ===========  ============  ===========
</TABLE>

See  accompanying  notes  to  financial  statements.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                      ZIMMERMAN SIGN COMPANY
                                     Statements of Cash Flows
                             Six Months Ended June 30, 2000 and 1999
                                           (Unaudited)


                                                                            2000         1999
                                                                        ------------  -----------
<S>                                                                     <C>           <C>
Cash flows from operating activities:
  Net income                                                            $    41,573   $  714,801
  Adjustments to reconcile net income to net cash provided by
    operating activities:
    Depreciation and amortization                                           240,894      287,261
    Provision for losses on accounts receivable                                   -       12,328
    Deferred income tax (benefit) expense                                   (15,908)      28,780

    Changes in operating assets and liabilities:
      Accounts receivable                                                 1,422,974     (156,012)
      Inventories                                                         1,705,254     (558,014)
      Prepaids and other current assets                                    (331,117)    (277,584)
      Other assets                                                           24,022       45,337
      Accounts payable and accrued expenses                              (1,342,917)     490,236
      Customer deposits                                                     225,963      670,974
                                                                        ------------  -----------
          Net cash provided by operating activities                       1,970,738    1,258,107
                                                                        ------------  -----------

Cash flows used in investing activities - purchases of property, plant
   and equipment                                                           (169,016)    (440,682)
                                                                        ------------  -----------

Cash flows from financing activities:
  Net borrowings (payments) on revolving line of credit                    (875,000)     500,000
  Principal payments on long-term debt                                     (670,250)    (466,038)
  Dividends paid                                                           (249,750)    (247,789)
  Purchase of treasury stock                                                      -     (723,000)
                                                                        ------------  -----------
          Net cash used in financing activities                          (1,795,000)    (936,827)
                                                                        ------------  -----------

Net increases (decreases) in cash                                             6,722     (119,402)

Cash at beginning of period                                                 113,914      126,339
                                                                        ------------  -----------
Cash at end of period                                                   $   120,636   $    6,937
                                                                        ============  ===========
</TABLE>

See  accompanying  notes  to  financial  statements.


                                        3
<PAGE>
                             ZIMMERMAN SIGN COMPANY
                          Notes to Financial Statements
                                  June 30, 2000
                                   (Unaudited)

1.   Basis of Presentation

     The accompanying  financial statements have been prepared by Zimmerman Sign
     Company (the "Company"),  without audit. In the opinion of management,  all
     adjustments (which consist only of normal recurring  adjustments) necessary
     to present fairly the financial position, results of operations and changes
     in cash flows at June 30, 2000 and for the three and six months  ended June
     30, 2000 and 1999 have been made.

     Certain information and footnote disclosures normally included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles  have been  condensed  or omitted.  These  financial  statements
     should  be read in  conjunction  with the  financial  statements  and notes
     thereto included in the Company's 1999 Annual Report to  Stockholders.  The
     results  of  operations  for  the  period  ended  June  30,  2000  are  not
     necessarily indicative of the operating results for the full year.

2.   Long-Term Debt

     Long-term  debt consists of the following at June 30, 2000 and December 31,
     1999:

<TABLE>
<CAPTION>
                                                                    2000         1999
                                                                 -----------  -----------
<S>                                                              <C>          <C>
Revolving line of credit with a bank, due September 30, 2001,
  monthly interest at prime plus .25% or LIBOR plus 2.75%
  (9.75% to 9.45% at June 30, 2000)                              $14,050,000  $14,925,000

Secured term notes payable to a bank, due between October
  1, 2002, and October 1, 2005, monthly payments of
  101,583 plus interest at prime plus .25% to 1.5%
  or LIBOR plus 2.75% to 4.0% (9.75% to 10.73% at
  June 30, 2000)                                                   3,707,445    4,377,695

Subordinated notes, $4,000,000 principal amount, due
  September 30, 2005, interest payable quarterly at 12%,
  quarterly payments of principal of $500,000 due beginning
  September 30, 2003, net of discount of  $60,676 at June
  30, 2000 and $66,454 at December 31, 1999                        3,939,324    3,933,546
                                                                 -----------  -----------
                                                                  21,696,769   23,236,241

Less current installments                                          1,219,000    1,219,000
                                                                 -----------  -----------

                                                                 $20,477,769  $22,017,241
                                                                 ===========  ===========
</TABLE>

At  June  30,  2000, the Company was not in compliance with one of the financial
covenants  in  the subordinated notes purchase agreement. The Company obtained a
waiver  from  the noteholders for this instance of noncompliance. Although there
can  be no assurance  of future compliance,  the  Company  believes that it will
comply  with  all  financial  covenants  for  subsequent  quarterly  measurement
periods. Should the Company not be able to comply with these covenants, an event
of  default  could  occur  under  which,  in  accordance  with  the terms of the
subordinated  notes  purchase  agreement, the purchasers could require immediate
repayment  of  the  notes  plus  accrued interest. In these circumstances, cross
defaults  could  occur making substantially all of the Company's other long-term
debt  due.  If  the  notes were to be accelerated, the Company cannot be certain
that  its  assets  would  be sufficient to repay in full the notes and its other
debt  that could be accelerated. If such events were to occur, the Company would


                                        4
<PAGE>
seek  additional  debt  or  equity financing; however, there can be no assurance
that  such  financing would be available or if available, on terms acceptable to
the  Company.

3.   Net Income Per Share

     Basic earnings per share (EPS) is computed by dividing income  available to
     common  stockholders  by  the  weighted-average  number  of  common  shares
     outstanding  for the period.  Diluted EPS reflects the  potential  dilution
     that could occur if  securities  or other  contracts  to issue common stock
     were  exercised or converted  into common stock or resulted in the issuance
     of  common  stock  that then  shared  in  earnings  of the  entity.  Income
     applicable  to common stock gives effect to preferred  stock  dividends and
     accretion of preferred stock for the difference  between carrying value and
     liquidation preference.

     Shares used in  calculating  basic and diluted net income  (loss) per share
     are as follows:

<TABLE>
<CAPTION>
                                                   Three Months Ended     Six Months Ended
                                                        June  30,             June  30,
                                                  --------------------  --------------------
                                                     2000      1999       2000       1999
                                                  ---------  ---------  ---------  ---------
<S>                                               <C>        <C>        <C>        <C>
Weighted average common shares outstanding        1,269,549  1,269,549  1,269,549  1,269,549
Dilutive securities - common stock options                -      2,988          -      3,978
                                                  ---------  ---------  ---------  ---------
Weighted average common and potentially dilutive
  shares outstanding                              1,269,549  1,272,547  1,269,549  1,273,527
                                                  =========  =========  =========  =========
</TABLE>

     Stock options and warrants  totaling  1,003,338  shares and 916,059  shares
     were  excluded  from the three  months ended June 30, 2000 and 1999 and six
     months  ended  June  30,  2000  and  1999  net  income   (loss)  per  share
     calculations, respectively, as they were antidilutive.

4.   Capital Stock Transactions

     During  January 1999,  the Company  purchased  357,143 shares of its common
     stock from its largest  stockholder at a cost of $625,000 in cash and 6,250
     shares  of  the  Company's  6%  Series  C  Preferred  Stock,  which  has  a
     liquidation  and redemption  value of $625,000.  Additionally,  the Company
     purchased 228,000 shares of its common stock from an officer of the Company
     at a cost of $98,000 in cash and 7,000 shares of the  Company's 6% Series B
     Preferred Stock,  which has a liquidation and redemption value of $700,000.
     The Series B and Series C Preferred  Stock are subordinate to the Company's
     Series A Preferred  Stock. The Company had 1,269,549 shares of common stock
     outstanding  immediately following the above stock purchases. In connection
     with  the  above  transactions,   the  Company  cancelled  343,655  of  its
     outstanding  warrants.  Common shares outstanding  assuming exercise of the
     outstanding  options  (including  30,921  options  which  have not yet been
     granted) and warrants would be 2,308,808.

ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS

The  following  discussion  should  be  read  in  conjunction  with the attached
unaudited  financial statements and notes thereto, and with the Company's Annual
Report  on  Form  10-K  for  the year ended December 31, 1999, including audited
financial  statements  and  notes  thereto for the year ended December 31, 1999.

The Company's net sales for the three-month period ended June 30, 2000 decreased
$2,331,000  or  16.8%  to  $11,562,000 from $13,893,000 for the same period last
year.  Net  sales for the six months ended June 30, 2000 decreased $2,329,000 or
9.0% to $23,570,000 compared to $25,899,000 for the same period in 1999. The net
sales  decreases  are  due  primarily  to  decreased  sales  to  petroleum  and


                                        5
<PAGE>
convenience,  financial  services  and  retail  customers  offset  partially  by
increased  sales to automotive customers. The decreased sales to these customers
is  due  largely  to  slowing  purchases of old style products as new images are
being  implemented  but  have  not  yet  begun  shipment  in  a significant way.

The  Company's  gross  profit  margin  for  the three months ended June 30, 2000
decreased  to  16.8%  from 20.1% for the same period in 1999. For the six months
ended June 30, 2000 the gross profit percentage decreased to 17.5% from 20.3% in
1999.  The  decrease  for  the  three  and six month periods is primarily due to
higher  direct  manufacturing costs, including a larger portion of sales related
to  subcontracted  installation  efforts, which have a lower direct contribution
margin,  along  with  increased  costs related to several large health insurance
claims  for  plant  personnel.

Selling,  general  and  administrative  expenses were $1,289,000 or 11.1% of net
sales  for  the  quarter ended June 30, 2000 compared to  $1,470,000 or 10.6% of
net  sales  for the same period in the prior year. For the six months ended June
30,  2000,  selling,  general  and administrative expenses decreased $106,000 to
$2,843,000  and  were  12.1% as a percentage of net sales compared to $2,949,000
and 11.4% for the six months ended June 30, 1999. The decrease for the three and
six  month  periods  is  primarily  the  result of lower selling costs and lower
depreciation  and  amortization  being  partially  offset  by higher payroll and
related  costs  and  property  tax  increases.

Interest expense decreased slightly to $569,000 for the three-month period ended
June  30,  2000  from  $578,000  for the same period in the prior year. Interest
expense  for the six months ended June 30, 2000 decreased slightly to $1,139,000
from  $1,162,000  for  the  six months ended June 30, 2000. The decrease was due
primarily to lower borrowings partially offset by higher interim rates under the
Company's  revolving  line  of  credit  for  both  the three month and six month
periods.

Income  before  income  taxes  decreased $660,000 to $82,000 for the three month
period ended June 30, 2000 compared to $742,000 for the same period in the prior
year.  Income  before  income  taxes  for  the  six  months  ended June 30, 2000
decreased  $995,000  to  $141,000  from  $1,136,000 for the same period in 1999.
Decreased  income  before  income  taxes in both periods resulted primarily from
lower  sales  volume  and  higher  direct  cost  of  sales,  as  noted  above.

Liquidity  and  Capital  Resources

Operating working capital (defined as accounts receivable plus inventories, less
accounts  payable, including accrued expenses, income taxes payable and customer
deposits)  decreased $2,012,000 to $15,549,000 at June 30, 2000 from $17,561,000
at  December  31,  1999. The decrease in operating working capital resulted from
reductions  in accounts receivable and inventory, which were partially offset by
decreases  in accounts payable and accrued expenses. Net cash of  $1,971,000 was
provided by operating activities for the six months ended June 30, 2000 compared
to  $1,258,000  for  the  six  months  ended  June 30, 1999.  Decreased accounts
receivable  and inventory were the primary sources of cash provided by operating
activities,  which  were  partially  offset by decreases in accounts payable and
accrued  expenses.

Investing  activities used $169,000 for the first six months of 2000 as a result
of net property and equipment purchases. Financing activities used $1,795,000 as
a  result  of  preferred  dividends  and  net  repayments  of  debt.

At  June  30,  2000, the Company was not in compliance with one of the financial
covenants  in  the subordinated notes purchase agreement. The Company obtained a
waiver  from  the noteholders for this instance of noncompliance. Although there
can be no assurance of future compliance,  the  Company  believes  that  it will
comply  with  all  financial  covenants  for  subsequent  quarterly  measurement
periods. Should the Company not be able to comply with these covenants, an event
of  default  could  occur  under  which,  in  accordance  with  the terms of the
subordinated  notes  purchase  agreement, the purchasers could require immediate


                                        6
<PAGE>
repayment  of  the  notes  plus  accrued interest. In these circumstances, cross
defaults  could  occur making substantially all of the Company's other long-term
debt  due.  If  the  notes were to be accelerated, the Company cannot be certain
that  its  assets  would  be sufficient to repay in full the notes and its other
debt  that could be accelerated. If such events were to occur, the Company would
seek  additional  debt  or  equity financing; however, there can be no assurance
that  such  financing would be available or if available, on terms acceptable to
the  Company.

The  Company's  future  capital  expenditures  will  relate  principally  to the
acquisition of new machinery and equipment designed to increase productivity and
factory efficiency.  The Company believes its cash generated from operations and
funds  available  under  the  senior  credit  facilities  are sufficient for its
planned  requirements  during  2000.

Seasonality

The Company's sales exhibit limited seasonality, with sales in the first quarter
generally  being  the lowest of the four calendar quarters.  First quarter sales
tend  to  be  relatively lower because of weather constraints which may restrict
customers'  construction  activities  and  may  reduce  their  sign  purchases.

Recent  Accounting  Pronouncements

In  June  1998, the Financial Accounting Standards Board (FASB) issued Statement
on  Financial  Accounting  Standards  (SFAS) No. 133, "Accounting for Derivative
Instruments  and  Hedging  Activities"  that  impacts  the  Company's accounting
treatment  and/or  its  disclosure  obligations.  The  statement  establishes
accounting  and  reporting  standards  for  derivative  instruments,  including
derivative  instruments embedded in other contracts, and for hedging activities.
It  requires  that  an  entity  recognize  all  derivatives  as either assets or
liabilities in the statement of financial position and measure those instruments
at  fair  value.  The  statement,  as  amended  by SFAS No. 137, "Accounting for
Derivative  Instruments  and Hedging Activities - Deferral of the Effective Date
of FASB Statement No. 133," is effective for all fiscal quarters of fiscal years
beginning  after  June 15, 2000. The adoption of SFAS No. 133 is not expected to
have  a  material impact on the Company, which will adopt the provisions of SFAS
No.  133  in  the  first  quarter  of  fiscal  year  2001.

In  March  2000,  the FASB issued Interpretation No. 44, "Accounting for Certain
Transactions Involving Stock Compensation - an Interpretation of APB Opinion No.
25" ("FIN 44"). Among other issues, this interpretation clarifies the definition
of  employee  for purposes of applying APB Opinion No. 25, "Accounting for Stock
Issued  to  Employees"  ("APB  25"), the criteria for determining whether a plan
qualifies  as  a  non-compensatory  plan,  the accounting consequence of various
modifications  to the terms of previously fixed stock options or awards, and the
accounting  for  an  exchange  of  stock  compensation  awards  in  a  business
combination.  This  Interpretation  is  effective  July  1,  2000,  but  certain
conclusions  in  this  Interpretation  cover specific events that occurred after
either  December  15, 1998, or January 12, 2000. Management believes that FIN 44
will  not  have  a  material  effect on the financial position or the results of
operations  of  the  Company  upon  adoption.

Forward-Looking  Information

This  report  and other reports and statements filed by the Company from time to
time  with  the Securities and Exchange Commission (collectively, "SEC Filings")
contain  or  may contain certain forward-looking statements and information that
are  based  on beliefs of, and information currently available to, the Company's
management  as  well  as  estimates  and  assumptions  made  by  the  Company's
management.  When  used  in  SEC  Filings,  the  words  "anticipate," "believe,"
"estimate," "expect," "future," "intend," "plan" and similar expressions as they
relate  to  the  Company  or  the Company's management, identify forward-looking


                                        7
<PAGE>
statements.  Such  statements  reflect  the  current  views  of the Company with
respect  to  future  events  and are subject to certain risks, uncertainties and
assumptions  relating  to  the  Company's  operations and results of operations,
competitive  factors  and  pricing  pressures,  shifts  in  market  demand,  the
performance  and  needs  of  the industries served by the Company, the costs for
product development and other risks and uncertainties, including, in addition to
any  uncertainties  specifically  identified  in  the  text  surrounding  such
statements,  uncertainties  with  respect  to  changes or development in social,
economic,  business,  industry,  market,  legal and regulatory circumstances and
conditions  and actions taken or omitted to be taken by third parties, including
the  Company's  shareholders,  customers,  suppliers,  business  partners,
competitors,  and  legislative,  regulatory,  judicial  and  other  governmental
authorities  and  officials.  Should one or more of these risks or uncertainties
materialize,  or  should  the  underlying  assumptions  prove  incorrect, actual
results  may  vary  significantly  from  those anticipated, believed, estimated,
expected,  intended  or  planned.

The  Company  does  not  intend  to  and  undertakes no obligation to update any
forward-looking statements and information, but investors are advised to consult
previous  and any future disclosures by the Company in its SEC Filings regarding
important  factors  that  could cause actual results to differ from expected  or
historical  results.  It is not possible to foresee or identify all such factors
and,  as  such,  investors should not consider any list of such factors to be an
exhaustive  statement  of  all  risks,  uncertainties  or potentially inaccurate
assumptions.

ITEM  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURE  ABOUT  MARKET  RISK

The principal market risk (i.e. the risk of loss arising from adverse changes in
market  rates  and  prices) to which the Company is exposed is interest rates on
its  outstanding  debt.  At June 30, 2000, the Company has $17.8 million of debt
outstanding  under its senior credit facilities which provide for interest to be
charged at the prime rate plus a margin of 0.25% to 1.5% or at a LIBOR rate plus
a  margin  of 2.75% to 4.0%. Based on the Company's level of outstanding debt, a
1.0% change in the interest rate would result in a $0.2 million annual change in
interest  expense.  The  Company  does  not  own  nor  is it obligated for other
significant  debt or equity securities that would be affected by fluctuations in
market  risk.

The  Company  has  limited involvement with derivative financial instruments and
uses  them  to  manage  well-defined  interest  rate risks. Interest rate collar
agreements  are  used to reduce the potential impact of fluctuations in interest
rates  on  floating-rate  long-term  debt.  At  June 30, 2000, the Company has a
one-year  interest  rate  collar  agreement  for  notional  amounts  aggregating
$15,000,000.


                                        8
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                                     PART II
                                OTHER INFORMATION

Item  4.  Submission of Matters to a Vote of Security Holders

          The Annual Meeting of  Shareholders of the Company was held on May 19,
          2000.  The  following  proposals  were voted upon and  approved at the
          Annual Meeting:

               (1)  Election  of  Directors  for a term to be  completed  at the
                    Annual  Meeting  of  Shareholders  in  2001 or  until  their
                    respective successors are duly elected and qualified.


                                                      Votes            Votes
                                                    Cast  For         Withheld
                                                   -----------        --------
                       David  E.  Anderson          1,032,385           4,638
                       Tom  E.  Boner               1,032,385           4,638
                       Carl  A.  Goldman            1,008,992          28,031
                       Andrea  P.  Joselit          1,032,327           4,696
                       Robert  F.  Perille          1,009,202          27,821

               (2)  Ratification  of the  selection of KPMG LLP as the Company's
                    auditors for the 2000 fiscal year.

                              Votes                 Votes             Votes
                            Cast  For              Against          Abstaining
                           -----------            -----------       ----------
                            1,035,657                109              1,257

Item  6.  Exhibits  and  Reports  on  Form  8-K
          (a)  See  Exhibit  Index  on  page  10.
          (b)  No reports on Form 8-K were filed during the quarter ended
               June 30, 2000.


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,  on  August  7,  2000.


                             ZIMMERMAN SIGN COMPANY
                                   Registrant



                              /s/Jeffrey P. Johnson
              -----------------------------------------------------
                     Vice President, Chief Financial Officer
              (Authorized Officer and Principal Financial Officer)


                                        9
<PAGE>
                                  EXHIBIT INDEX

All of the following  exhibits are being or have  heretofore been filed with the
Commission and are incorporated herein by reference:

Exhibit  No.                          Title
------------                          -----

3.1  Amended and Restated  Articles of  Incorporation of Zimmerman Sign Company.
     (1)

3.2  Amended and Restated Bylaws of Zimmerman Sign Company, amended and restated
     as of September 29, 1998. (1)

4.1  Distribution  Agreement,  dated as of  November  26,  1996,  by and between
     Zimmerman Sign Company and Independence Holding Company. (2)

4.2  Registration  Rights  Agreement,  dated as of September  30,  1998,  by and
     between Zimmerman Sign Company,  Continental  Illinois Venture Corporation,
     MIG Partners VIII and certain shareholders. (1)

4.3  Stockholders  Agreement,  dated as of September  30,  1998,  by and between
     Zimmerman Sign Company and certain shareholders. (1)

10.1 Second Amended and Restated Revolving Credit and Term Loan Agreement, dated
     as of  September  30,  1998,  by and  between  Zimmerman  Sign  Company and
     Comerica Bank-Texas. (1)

10.2 Senior  Subordinated Note,  Preferred Stock and Warrant Purchase Agreement,
     dated as of September  30, 1998,  by and between  Zimmerman  Sign  Company,
     Continental  Illinois  Venture  Corporation,  MIG Partners VIII and certain
     management purchasers. (1)

10.3 Stock Option Plan of Zimmerman Sign Company,  dated as of December 1, 1996.
     (2)

10.9 Share Option  Purchase  Agreement,  dated as of September  30, 1998, by and
     between Zimmerman Sign Company and certain shareholders. (1)

10.10Purchase  Agreement,  dated  as of  September  30,  1998,  by  and  between
     Zimmerman Sign Company and David E. Anderson. (1)

10.11Letter Agreement,  dated as of September 30, 1998, by and between Zimmerman
     Sign Company and certain shareholders. (1)

10.12Form of 12% Senior  Subordinated  Note issued by Zimmerman  Sign Company in
     connection with the Senior  Subordinated Note,  Preferred Stock and Warrant
     Purchase Agreement, dated as of September 30, 1998. (1)

10.13Form of Stock  Purchase  Warrants  issued  by  Zimmerman  Sign  Company  in
     connection with the Senior  Subordinated Note,  Preferred Stock and Warrant
     Purchase Agreement, dated as of September 30, 1998. (1)

27.1 Financial Data Schedule.

99.1 Registration  Statement on Form 10/A-2 filed by Zimmerman Sign Company with
     the Securities and Exchange  Commission and declared  effective on December
     16, 1996. (3)

--------------

(1)  Previously  filed as an exhibit to the Company's  Form 10-Q for the quarter
     ended September 30, 1998 and incorporated herein by reference.
(2)  Previously filed as an exhibit to the Company's  Registration  Statement on
     Form 10 (No. 000-21737) and incorporated herein by reference.
(3)  Previously filed (No. 000-21737).


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