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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000061004-01-500006.txt : 20010424
<SEC-HEADER>0000061004-01-500006.hdr.sgml : 20010424
ACCESSION NUMBER:		0000061004-01-500006
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010418
FILED AS OF DATE:		20010420

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LYNCH CORP
		CENTRAL INDEX KEY:			0000061004
		STANDARD INDUSTRIAL CLASSIFICATION:	TRUCKING (NO LOCAL) [4213]
		IRS NUMBER:				381799862
		STATE OF INCORPORATION:			IN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		
		SEC FILE NUMBER:	001-00106
		FILM NUMBER:		1607369

	BUSINESS ADDRESS:	
		STREET 1:		401 THEODORE FREMD AVENUE
		CITY:			RYE
		STATE:			NY
		ZIP:			10580
		BUSINESS PHONE:		9149217601

	MAIL ADDRESS:	
		STREET 1:		401 THEODORE FREMD AVENUE
		STREET 2:		SUITE 290
		CITY:			RYE
		STATE:			NY
		ZIP:			10580
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>lc-poxy_2001.htm
<DESCRIPTION>LYNCH CORPORATION PROXY 2001
<TEXT>

<HTML>
<head><TITLE>lynch corporation proxy 2001</TITLE></head>
<BODY>
                                                                                                                                      3

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>LYNCH CORPORATION</FONT></H1>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>401 Theodore
Fremd Avenue</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Rye, NY 10580</FONT></H1>

<CENTER>__________</CENTER>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>TO BE HELD
MAY 10, 2001</FONT></H1>

<CENTER>__________</CENTER>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>April 18, 2001</FONT></P>

<p><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>To the Shareholders of
  Lynch Corporation</FONT></p>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>      NOTICE IS HEREBY GIVEN that the Annual Meeting of  Shareholders of Lynch  Corporation,  an Indiana  Corporation,  will be held at
the  Greenwich  Public  Library,  101 West Putnam  Avenue,  Greenwich,  Connecticut  on Thursday,  May 10,  2001,  at 3:00 p.m. for the
following purposes:</font></p>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.
To elect seven directors to serve until the next Annual Meeting of Shareholders
and until their successors are duly elected and qualified.</FONT></p>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      2.      To transact such other business as may properly come before the Annual Meeting or any adjournments thereof.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>      Information  relating to the above  matters is set forth in the attached  Proxy  Statement.  As fixed by the Board of  Directors,
only  Shareholders  of record at the close of business of March 23, 2001 are entitled to receive  notice of, and to vote at, the Annual
Meeting and any adjournments thereof.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>      The Board of  Directors  encourages  all  shareholders  to  personally  attend the annual  meeting.  Your vote is very  important
regardless  of the number of shares you own.  Shareholders  who do not expect to attend are  requested to promptly  date,  complete and
return the enclosed  proxy card in the enclosed  accompanying  postage-paid  envelope in order that their shares of common stock may be
represented at the annual meeting. Your cooperation is greatly appreciated.</font></p>

<CENTER><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By Order of the Board of Directors</FONT></p></CENTER>


<p><P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Roger J. Dexter<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chief Financial Officer</FONT></p>

      <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>IMPORTANT:  Your vote is important  regardless  of the number of shares you own.  Please date,  sign and return your proxy
promptly in the enclosed envelope.  Your cooperation is greatly appreciated.</font></p>


<PAGE>


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

Filed by the Registrant (x)
Filed by a Party other than the Registrant ()
Check the appropriate box:
()     Preliminary Proxy Statement
()     Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
(x)    Definitive Proxy Statement
()     Definitive Additional Materials
()     Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
 LYNCH CORPORATION
- ------------------
                                          (Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

(x)    No fee required.
       Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
()     and 0-11.

               Title of each class of securities to which transaction applies:
       (1)

               Aggregate number of securities to which transaction applies:
       (2)

               Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
               amount on which the filing fee is calculated and state how it was determined):
       (3)

               Proposed maximum aggregate value of transaction:
       (4)

               Total fee paid:
       (5)

()     Fee paid previously with preliminary materials.
       Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
       offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule
()     and the date of its filing.

               Amount Previously Paid:
       (1)

               Form, Schedule or Registration Statement No.:
       (2)

               Filing Party:
       (3)
               Date Filed:
       (4)

</PRE>

<PAGE>




<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>LYNCH
CORPORATION</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>401 Theodore
Fremd Avenue</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Rye, NY 10580</FONT></H1>

<CENTER>__________</CENTER>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PROXY
STATEMENT</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>      This Proxy  Statement is furnished by the Board of Directors of Lynch  Corporation  (the  "Corporation")  in connection  with the
solicitation  of  proxies  for use at the  Annual  Meeting  of  Shareholders  to be held at the  Greenwich  Public  Library,  Greenwich
Connecticut on May 10, 2001, at 3:00 P.M. and at any adjournments  thereof.  This Proxy Statement and the  accompanying  proxy is first
being mailed to shareholders on or about April 18, 2001.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>      Only  shareholders  of record at the close of business  on March 23,  2001 are  entitled to notice of, and to vote at, the Annual
Meeting.  As of the close of business on such date,  1,510,183  shares of the  Corporation's  common  stock,  no par value (the "Common
Stock"),  were  outstanding  and eligible to vote.  Each share of Common Stock is entitled to one vote on each matter  submitted to the
shareholders.  Where a specific  designation is given in the proxy,  the proxy will be voted in accordance  with such  designation.  If
no such  designation is made,  the proxy will be voted FOR the nominees for director named below,  and in the discretion of the proxies
with respect to any other matter that is properly  brought before the Annual Meeting.  Any shareholder  giving a proxy may revoke it at
any time before it is voted at the Annual  Meeting by delivering to the Secretary of the  Corporation a written notice of revocation or
duly executed proxy bearing a later date or by appearing at the Annual Meeting and revoking his or her proxy and voting in person.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>      An automated  system  administered  by the  Corporation's  transfer agent tabulates the votes.  Pursuant to the Indiana  business
corporation  law and the  By-laws of the  Company,  shares held by persons  who  abstain  from voting on a proposal  will be counted in
determining  whether  a quorum is  present,  but will not be  counted  as voting  either  for or  against  such  proposal.  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.</font></p>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ELECTION OF
DIRECTORS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>      Seven  directors are to be elected at the Annual Meeting to serve until the next Annual Meeting of  Shareholders  and until their
respective  successors are elected.  Except where  authority to vote for directors has been  withheld,  it is intended that the proxies
received  pursuant  to this  solicitation  will be voted FOR the  nominees  named  below.  If for any reason any  nominee  shall not be
available for election,  such proxies will be voted in favor of the remainder of those named and may be voted for  substitute  nominees
in place of those who  decline  to be  candidates.  Management,  however,  has no reason to  expect  that any of the  nominees  will be
unavailable for election.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>      The election of directors shall be determined by a plurality of the votes cast.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>      Six of the nominees  have served as directors  of Lynch  Corporation  since the last Annual  Meeting of  Shareholders  on May 11,
2000, and one director  (Anthony T. Castor III) was appointed in February 2001.  The By-laws of the  Corporation  provide that Board of
Directors  shall  consist of no less than five and no more than  thirteen  members and that any vacancies on the Board of Directors for
whatever cause arising,  including  newly created  directorships,  may be filled by the remaining  directors  until the next meeting of
shareholders.  Biographical  summaries  and ages as of April 1, 2001 of the  nominees  are set forth  below.  Data with  respect to the
number of shares of the Common  Stock  beneficially  owned by each of them appears on page 4 of this Proxy  Statement.  All
such information has been furnished to the Corporation by the nominees.</font></p>






<PAGE>





<PRE>
                                  And Principal Occupation
                           For Last 5 Years; and Directorships in                               Served as
                        Public Corporations and Investment Companies                          Director From
                        --------------------------------------------

Anthony T. Castor III, 49
  Vice Chairman of the Corporation (2001-present);Interim President and Chief Executive
Officer of Spinnaker Industries, Inc. (2001 - present); President and Chief Executive
Officer and a Director of The Morgan Group, Inc. (2000-present); President and Chief
Executive Officer of Precision Industries Corporation (1997-1999) and Hayward Industries,
Inc. (1993-1997).                                                                             2001

E. Val Cerutti, 61
  Business Consultant (since 1992); President and Chief Operating Officer (1975-1992) of
Stella D'oro Biscuit Co., Inc., producer of bakery products; Director of Spinnaker
Industries, Inc., The Gabelli Convertible Securities Fund and The Gabelli Gold Fund           1990

Robert E. Dolan, 49
  Chief Financial Officer (1992-January 2001) and Controller (1990-January 2000) of the
Corporation; Chief Financial Officer of Lynch Interactive Corporation (1999 to present)       2000

Mario J. Gabelli, 58
  Chairman (since 1986) and Chief Executive Officer (1986-January 2000) of the Corporation;
Chairman, Chief Executive Officer and a Director of Lynch Interactive Corporation (since
September 1999); Chairman and Chief Executive Officer of Gabelli Group Capital Partners,
Inc. (since 1980), a private company which makes investments for its own account; Chairman
and Chief Executive Officer of Gabelli Asset Management Inc. (since 1999), a NYSE listed
holding company for subsidiaries engaged in various aspects of the securities business;
Director/Trustee and/or President of all registered investment companies managed by Gabelli
Funds, LLC (since 1986); Governor of the American Stock Exchange; Overseer of Columbia
University Graduate School of Business; Trustee of Fairfield University, Roger Williams
University, Bruce Museum, Winston Churchill Foundation and E.L. Wigend Foundation; Director
of the National Italian American Foundation and the American-Italian Cancer Foundation;
Chairman, Patron's Committee of Immaculate Conception School; and former trustee of Fordham
Preparatory School and Dr. I. Fund Foundation
                                                                                              1986

Avrum Gray, 65
  Chairman and Chief Executive Officer of G-Bar Limited Partnership and affiliates (1982 to
present), proprietary computer based derivative arbitrage trading companies; Gray Capital
Corp., and ACI I (1958-1998); Chairman of the Board, Lynch Systems, Inc., (1997 to present)
                                                                                              1999

Louis A. Guzzetti, Jr., 62
  President and Chief Executive Officer of the Corporation (January 2000 - March 2001);
Chairman and a Director of Spinnaker Industries, Inc. (2000 - present); President and Chief
Executive Officer of Envirosource, Inc. (1986-1999).                                          2000

Ralph R. Papitto, 74
  Chairman and Chief Executive Officer of AFC Cable Systems, Inc., a manufacturer and
supplier of electrical distribution products (1993-1999); Founder, Chairman and a Director
of Nortek, Inc., a manufacturer of construction products (1967-1993); Director of Lynch
Interactive Corporation (since 1999), Spinnaker Industries, Inc.; AFC Cable Systems, Inc.;
and Global Sports &amp; Gaming.Com; Chairman of the Board of Trustees of Roger Williams
University.                                                                                   1995
</PRE>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>OPERATION OF
BOARD OF DIRECTORS AND COMMITTEES</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>         There were five meetings of the Board of Directors during 2000, and the Board acted three times by unanimous written consent.</font></p>

         The Board of Directors has established three standing committees, the principal duties of which are described below:

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>         Audit  Committee:  Recommends to the Board of Directors the appointment of independent  auditors;  reviews the independence of
the independent  auditors;  reviews with management and the independent  auditors the annual financial statements prior to shareholders
prior to their  filing  with the  Securities  and  Exchange  Commission;  reviews  the report by the  independent  auditors  concerning
management  procedures  and  policies;  and  determines  whether the  independent  auditors have  received  satisfactory  access to the
Corporation's  financial  records and full  cooperation  of corporate  personnel in  connection  with their audit of the  Corporation's
records.  The Audit  Committee  met five times during 2000.  The present  members are Messrs.  Papitto  (Chairman),  and Gray.  See the
Report of the Audit Committee at page 9.  Attached as Exhibit A hereto is the Charter of the Audit Committee.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>         Executive  Compensation and Benefits Committee:  Develops and makes  recommendations to the Board of Directors with respect to
the  Corporation's  executive  compensation  policies;  recommends to the Board of Directors the  compensation  to be paid to executive
officers;  administers  the Lynch  Corporation  Bonus  Plan and  401(k)  Savings  Plan,  as  summarized  on pages 6 and 7 of this Proxy
Statement;  and  performs  such other  duties as may be  assigned  to it by the Board of  Directors.  The  Executive  Compensation  and
Benefits  Committee  met once  during 2000 and acted once by  unanimous  written  consent.  The  present  members  are Messrs.  Papitto
(Chairman), and Cerutti.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>         Executive  Committee:  Exercises  all the power and  authority  of the Board of  Directors,  except as  otherwise  provided by
Delaware law or by the By-laws of the Corporation,  in the management and affairs of the Corporation  during intervals  between meeting
of the Board of  Directors.  The Executive  Committee did not meet during 2000.  The present  members are Messrs.  Gabelli  (Chairman),
Papitto and Cerutti.</font></p>

 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        The Corporation  does not have a nominating  committee.  Nominations for directors and officers of the Corporation are matters
considered by the entire Board of Directors.</font></p>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>COMPENSATION OF
DIRECTORS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>         Directors  who are not  otherwise  employees  receive a cash  retainer  of $2,000  per  quarter,  a fee of $1,000  for each in
personam Board of Directors  Meeting and a fee of $1,000 for each telephonic  Board of Directors  meeting (which lasts for at least one
hour) and each committee meeting the director attends.  In addition,  a non-employee  director serving as a committee chairman receives
an additional  $1,000 annual cash  retainer.  A director who is an employee of the  Corporation  is not  compensated  for services as a
member of the Board of Directors or any committee thereof. In addition,  the Corporation  purchases  accidental death and dismemberment
insurance  coverage of $100,000 for each member of the Board of Directors and  maintains a liability  insurance  policy which  provides
for indemnification of each Director (and officer) against certain liabilities which each may incur in his capacity as such.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>         Mr. Cerutti is also a member of the Boards of Directors of the Corporation's  subsidiaries  Spinnaker Industries,  Inc., Lynch
Systems,  Inc. and M-tron  Industries,  Inc. and received  $38,500 in 2000 for such services.  Mr. Gray is also a Chairman of the Board
of Lynch Systems, Inc. and received $56,000 in 2000 for such service.</font></p>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT</FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The  following  table sets forth,  as of March 15,  2001,  certain  information  with respect to all persons each known to the
Corporation to own  beneficially  more than 5% of the Common Stock of the  Corporation,  which is the only class of voting stock of the
Corporation  outstanding.  The table also sets forth information with respect to the Corporation's  Common Stock  beneficially owned by
the directors,  by each of the executive  officers named in the Summary  Compensation  Table on page 6 of this Proxy Statement,  and by
all directors and executive  officers as a group. The number of shares  beneficially  owned is determined under rules of the Securities
and Exchange Commission,  and the information is not necessarily  indicative of beneficial ownership for any other purpose.  Under such
rules,  beneficial  ownership  includes any shares to which a person has the sole or shared  voting or  investment  power or any shares
which the person can  acquire  within 60 days (e.g.,  through  exercise  of stock  options or  conversions  of  securities).  Except as
otherwise  indicated,  the shareholders listed in the table have sole voting and investment powers with respect to the Common Stock set
forth in the table.  The  following  information  is either  reflected  in Schedule  13Ds and 13Gs or Form 3s, Form 4s and Form 5s that
have been filed with the Securities and Exchange Commission or which has otherwise been furnished to the Corporation.</font></p>


<PRE>
                  Beneficial Owner*                     Of Beneficial Ownership     Of Class
                  -----------------                     -----------------------     --------
Dimensional Fund Advisors, Inc.                                  78,706(1)            5.2%
Mario J. Gabelli                                                430,190(2)           28.5%
Anthony T. Castor, III                                                0                 **
E. Val Cerutti                                                    1,152(3)              **
Avrum Gray                                                        8,900(4)              **
Louis A. Guzzetti                                                 2,300                 **
Ralph R. Papitto                                                    952                 **
Robert E. Dolan                                                     235(5)              **
George E. Fuehrer                                                     0                 **
Roger J. Dexter                                                       0                 **
Robert A. Hurwich                                                   372(6)              **
All Directors and Executive Officers as a group (ten              4,101              30.1%
in total)
</PRE>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*
The address of each holder of more than 5% of the Common Stock is as follows:
Dimensional Fund Advisors &#150; 1299 Ocean Avenue, Santa Monica, CA 90401, and
Mr. Gabelli - Corporate Center at Rye, Rye, NY 10580. </FONT></P>

**      Represents holdings of less than one percent.

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)
Because of its investment and/or voting power over shares of Common Stock of the
Corporation held in the accounts of its investment advisory clients, Dimensional
Fund Advisors, Inc., an investment adviser (&#147;Dimensional&#148;), is deemed
to be the beneficial owner of 78,700 shares. Dimensional disclaims beneficial
ownership of all such shares. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)
Includes 359,190 shares of Common Stock owned directly by Mr. Gabelli (including
3,376 held for the benefit of Mr. Gabelli under the Corporation&#146;s 401(k)
Savings Plan), 1,000 shares owned by a charitable foundation of which Mr.
Gabelli is a trustee and 70,000 shares owned by a limited partnership in which
Mr. Gabelli is the general partner and has an approximate 6% interest. Mr.
Gabelli disclaims beneficial ownership of the shares owned by the foundation and
by the partnership, except for his 6% interest therein. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)     500 shares are jointly owned with his wife, with whom he shares voting and investment power.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)
Includes 3,400 shares owned by Mr. Gray, 500 shares owned by a partnership of
which Mr. Gray is the general partner, 1,600 shares owned by a partnership of
which Mr. Gray is one of the general partners, 1,400 shares owned by Mr.
Gray&#146;s wife and 2,000 shares owned by a partnership of which Mr.
Gray&#146;s wife is one of the general partners. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)    Includes 35 shares  registered in the name of Mr.  Dolan's  children  with respect to which Mr. Dolan has voting and  investment
       power</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(6)     Held for the benefit of Mr. Hurwich under the Corporation's 401(k) Savings Plan.</font></p>


&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        Spinnaker  Industries,  Inc. is an approximately  48% owned subsidiary ( 60% voting interest) of the
Corporation whose stock is
traded on the American Stock Exchange  (AMEX).  Mr. Gabelli may be deemed to be a beneficial  owner of 2,237,203 shares of Common Stock
and 1,259,036 shares of Spinnaker's  Class A Common Stock owned by the Corporation,  by virtue of his ownership of approximately  28.5%
of the shares of Common Stock of the Corporation.  Mr. Gabelli,  however,  specifically disclaims beneficial ownership of all shares of
Spinnaker stock held by the Corporation.</font></p>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXECUTIVE
COMPENSATION</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        On September 1, 1999, the Corporation spun off Lynch  Interactive  Corporation  (the "Spin Off") and the Executive  Officers of
the Corporation  became employees of Lynch  Interactive  Corporation (with  substantially the same salaries,  bonus potential and other
compensation  arrangements  as were then in effect).  At that time,  they ceased to be employees  of Lynch  Corporation  although  they
remained the Executive  Officers of Lynch  Corporation.  Lynch Interactive began charging Lynch Corporation for the corporate  services
provided by such  Executive  Officers  (approximately  25% of their  compensation  cost from  September 1 to December 31, 1999).  As of
January 1, 2000,  Mr. Gabelli  became an employee of the  Corporation  again.  Also, in January 2000,  the  Corporation  hired Louis A.
Guzzetti,  Jr. as President  and Chief  Executive  Officer,  George E. Fuehrer as Vice  President,  Business  Development  and Roger J.
Dexter, who became Chief Financial Officer in March 2000.</font></p>

        <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The  following  tables set forth  compensation  received by the  Corporation's  Chief  Executive  Officer and each of the other
executive officers of the Corporation for the last three fiscal years.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The information set forth
under Executive Compensation includes the compensation paid prior to September
1, 1999 by the Corporation, between September 1, 1999, and December 31, 2000 by
Lynch Interactive Corporation (except long-term compensation) and by the
Corporation since January 1, 2000. </FONT></P>

<PRE>
                                       Annual Compensation


                                                                             Long Term Compensation
                                                                                    Awards
                                                                             Stock
                                                                            Underlying              All Other Compensation
                                                                             SARs2     Payments3             ($)4
     Name and Principal Position       Year     Salary($)  Bonus($)1     (#)           ($)

Mario J. Gabelli                        2000     150,000      0           -            -               0
  Chief Executive Officer               1999     500,000      0           -         483,039            0
  Chairman of the Board                 1998     500,000      0           -            -             200
  Chairman of the Executive
Committee(5)

Louis A. Guzzetti, Jr.
President &amp; Chief Executive Officer     2000     240,545      0           -             -              0
(5)(6)
 George E. Fuehrer
 Vice President, Business Development   2000     172,776      0           -             -              0
    (6)
Roger J. Dexter
Chief Financial Officer                 2000      96,847      0           -             -              0
</PRE>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)     Bonuses earned in any fiscal year are generally paid during the following fiscal year.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2) Shares of Common Stock
of Lynch Corporation at the time of grant underlying Phantom Stock Plan awards. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(3) Represents payments by Lynch
Corporation under the Phantom Stock Plan of Lynch Corporation and Lynch
Interactive in 2000 based upon December 31, 1999, stock values. Does not include
$1,868,998 paid by Lynch Interactive in 2000 based upon December 31, 1999 stock
values to Mr. Gabelli. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(4) The compensation
reported represents contributions made to the Lynch Corporation 401(k) Savings
Plan. The amount of perquisites, as determined in accordance with the rules of
the Securities and Exchange Commission relating to Executive Compensation did
not exceed the lesser of $50,000 or 10% of salary and bonus for 2000. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(5) Mr. Gabelli  resigned as Chief  Executive  Officer of the  Corporation  in January 2000 upon the  appointment of Louis A. Guzzetti,
Jr. as President and Chief Executive Officer.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(6) Became employees of the
Corporation in January 2000. Ceased to be officers and employees of the Company
effective April 1, 2001, at which time they became employees of Spinnaker
Industries, Inc., a subsidiary of the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        There were no grants of stock options or stock  appreciation  rights during 2000,  and the Phantom Stock Plan was terminated by
the Board of Directors of Lynch Corporation effective as of December 31, 1999.</font></p>



<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXECUTIVE
COMPENSATION AND BENEFITS COMMITTEE REPORT ON EXECUTIVE COMPENSATION</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Overview and Philosophy</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        The Executive  Compensation  and Benefits  Committee (the  "Committee") of the Board of Directors is responsible for developing
and  making  recommendations  to the  Board of  Directors  with  respect  to the  Corporation's  executive  compensation  policies  and
administering  the various executive  compensation  plans. In addition,  the Committee  recommends to the Board of Directors the annual
compensation  to be paid to the Chief  Executive  Officer and each of the other executive  officers of the  Corporation,  as well as to
other key employees.  The Committee is comprised of two independent, non-employee directors.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        The objectives of the Corporation's executive compensation program are to:</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>o        Support the achievement of desired Corporation performance.</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>o Provide compensation that
will attract and retain superior talent and reward performance. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>o Ensure that there is
appropriate linkage between executive compensation and the enhancement of
shareholder value.</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>o Evaluate the effectiveness of the Corporation&#146;s
incentives for key executives. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        The executive  compensation  program is designed to provide an overall level of  compensation  opportunity  that is competitive
with companies of comparable size,  capitalization and complexity.  Actual compensation  levels,  however,  may be greater or less than
average  competitive  levels based upon annual and long-term  Company  performance,  as well as individual  performance.  The Committee
uses its discretion to recommend executive compensation at levels warranted in its judgment by corporate and individual performance.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Executive Officer Compensation Program</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        The Corporation's  executive officer compensation program is comprised of base salary, cash bonus compensation,  401(k) Savings
Plan, and other benefits generally available to employees of the Corporation.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Base Salary</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        Base salary levels for the  Corporation's  executive  officers are intended to be  competitive.  In  recommending  salaries the
Committee also takes into account  individual  experience and performance and specific  issues relating to the  Corporation.  A summary
of the compensation  awarded to the Chief Executive Officer and the other executive officers is set forth in the "Summary  Compensation
Table" on page 5 of this Proxy Statement.  Initial salaries for Messrs. Guzzetti,  Fuehrer and Dexter, who were hired in 2000, were
based  upon a variety of  judgmental  factors,  including  their  respective  proposed  responsibilities  with the  Corporation,  their
background and experience,  and the size and nature of the  Corporation's  business.  With respect to Mr. Gabelli,  who resigned as the
Chief  Executive  Officer of the Corporation in January 2000 upon the appointment of Louis A. Guzzetti as President and Chief Executive
Officer, the Committee determined that $150,000 was an appropriate salary considering his prospective services to the Corporation.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Bonus Plan</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        The  Corporation  has in place a bonus plan that is based on an objective  measure of corporate  performance  and on subjective
evaluation of individual  performance  for its executive  officers  (other than certain  Principal  Executive  Officers,  including Mr.
Gabelli)  and other key  personnel.  In  general,  the plan  provides  for an annual  bonus  pool equal to 20% of the excess of (i) the
consolidated  pre-tax profits of the Corporation for a calendar year less (ii) 25% of the Corporation's  average shareholders equity at
the  beginning  of such year.  Shareholders'  equity is the average of  shareholders  equity at the  beginning of the period and at the
beginning of the two preceding  years.  The bonus pool would also be reduced by amounts paid pursuant to the Principal  Executive Bonus
Plan.  See next paragraph  below.  The Executive  Compensation  and Benefits  Committee in its  discretion may take into  consideration
other factors and  circumstances in determining the amount of the bonus pool and awarding  bonuses such as progress toward  achievement
of strategic  goals and  qualitative  aspects of  management  performance.  The total bonuses paid for 1998 and 1999 exceeded the bonus
formula because of the work by management in achieving  strategic goals,  including  investments in personal  communications  services,
acquisitions  and financings,  allowed no bonus to be paid to Mr. Gabelli.  The breakdown of the bonus pool is not based upon a formula
but upon judgmental factors.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        Mr.  Gabelli  is the sole  participant  in the  Principal  Executive  Bonus Plan of Lynch  Corporation  adopted by the Board of
Directors and initially  approved by  shareholders  in 1997 and amended in 2000. The Principal  Executive  Bonus Plan is similar to the
regular Bonus Plan,  except that it (i) specifies a Maximum Annual Bonus (as defined  therein)  which is based on a maximum  percentage
(80%) of a specified  bonus pool and (ii)  removes the  discretion  of the  Committee  to award annual  bonuses  above the  established
Maximum Annual Bonus.  The Plan is designed to satisfy an exemption from Section  162(m) of the Internal  Revenue Code,  which denies a
deduction by an employer for certain  compensation  in excess of $1 million per year. No bonus was paid to Mr.  Gabelli for 1998,  1999
or 2000 under the Principal Executive Bonus Plan.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        A summary of bonuses awarded to the Chief Executive  Officer and certain other executive  officers is set forth in the "Summary
Compensation Table" on page 5 of this Proxy Statement.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Lynch Corporation 401(k) Savings Plan</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        All employees of the Corporation and certain of its  subsidiaries are eligible to participate in the Lynch  Corporation  401(k)
Savings Plan, after having completed one year of service (as defined in the Plan) and having reached the age of 18.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        The 401(k) Plan permits employees to make contributions by deferring a portion of their compensation.  Participating  employees
also share in  contributions  made by their respective  employers.  The annual mandatory  employer  contribution to each  participant's
account is equal to 25% of the first $800 of the  participant's  contribution.  In  addition,  the  employer  may make a  discretionary
contribution  of up to 75% of the  first  $800 of the  participant's  contribution.  No  employer  contribution  was  made in  1999.  A
participant's interest in both employee and employer contributions and earnings thereupon are fully vested at all times.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        Employee and employer  contributions are invested in guaranteed investment  contracts,  certain mutual funds or Common Stock of
the Corporation,  as determined by the  participants.  With respect to the individuals  listed in the Summary  Compensation  Table, Mr.
Gabelli did not defer any  compensation  received from the  Corporation  under the Lynch  Corporation  Plan during 2000,  but did defer
compensation  received from Lynch  Interactive.  Messrs.  Guzzetti,  Fuehrer and Dexter did not participate in the Plan in 2000 because
they had not satisfied the one-year waiting period.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Benefits</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        The Corporation  provides medical life insurance and disability benefits to the executive officers that are generally available
to  Corporation  employees.  The amount of  perquisites,  as  determined in accordance  with the rules of the  Securities  and Exchange
Commission relating to executive compensation, did not exceed 10% of salary and bonus for fiscal 2000.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Chief Executive Officer Compensation</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        Mr. Gabelli,  who was chief executive  officer of the Corporation from 1986 to January 2000,  received a salary of $500,000 per
year for the years 1996 through 1999 (including  payments from Lynch  Interactive  Corporation  from September 1, 1999 through December
31, 1999) and no annual bonus.  For 2000,  the Committee  recommended a salary of $150,000 in light of the Lynch  Interactive  Spin Off
and Mr. Guzzetti being hired as President and Chief Executive  Officer.  Mr. Guzzetti became  President and Chief Executive  Officer of
the  Corporation  in January 2000 at a salary of $250,000 per year with the  understanding  that he was not to participate in the bonus
pool or any other  incentive  compensation.  However,  it was  understood  that Mr.  Guzzetti would be free to pursue on his own behalf
independent  acquisition  opportunities.  Mr.  Fuehrer  may assist Mr.  Guzzetti  in this  activity.  The  Committee  considered  those
arrangements to be appropriate at the time considering the nature and size of the Corporation's  business,  the  responsibilities to be
assumed by Mr. Guzzetti and his background and experience.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Ralph R. Papitto, Chairman of the Executive Compensation and Benefits Committee</font></p>




<PAGE>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PERFORMANCE
GRAPH</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        The graph below compares the  cumulative  total  shareholder  return on the Common Stock of the  Corporation  for the last five
fiscal years ended  December 31, 2000 with the  cumulative  total return over the same period (i) on the broad  market,  as measured by
the American Stock Exchange  Market Value Index,  and (ii) on a peer group, as measured by a composite index based on the total returns
earned on the stock of the  publicly  traded  companies  included in the Media  General  Financial  Services  database  under the three
Standard Industrial  Classification  (SIC) codes within which the Corporation  conducts the bulk of its business  operations;  SIC Code
367,  Electronic  Components  Accessories  (270 companies),  SIC Code 267,  Converted Paper and Paperboard  Products,  except Boxes (29
companies)  and SIC Code 355,  Special  Industry  Machinery  (84  companies).  The data  presented  in the graph  assumes that $100 was
invested in the Corporation's Common Stock and in each of the indexes on December 31, 1995 and that all dividends were reinvested.</font></p>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Also presented in the graph
is a peer group trend line representing total returns for a former peer group
which utilized SIC Code 4813, Telephone Communications except Radio Telephones
(174 companies) and SIC Code 4213, (Trucking, except Local (42 companies)
instead of SIC Code 367 and SIC Code 355. The Corporation made the switch
because its Telephone Communications and Trucking operations were spun off in
September 1999. </FONT></P>

                                                COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
                                                        AMONG LYNCH CORPORATION
                                                AMEX MARKET INDEX AND PEER GROUP INDEX*

<PRE>
COMPANY/INDEX/MARKET              12/31/95    12/31/96     12/31/97    12/31/98   12/31/99   12/31/00

Lynch Corp                          100.00     120.51       141.88      120.51      44.12      73.50
SIC Codes 266, 4813 &amp; 4213          100.00     106.54       131.56      147.14     194.58     157.21
AMEX Market Index                   100.00     105.52       126.97      125.25     156.15     154.23
SIC Codes 267, 355 &amp; 367            100.00     124.17       136.80      156.89     322.19     249.90
</PRE>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>         * On  September 1 1999,  the  Corporation  spun off Lynch  Interactive  Corporation  which owned the  multimedia  and services
businesses  previously  owned by the  Corporation.  As a result,  the returns for the pre and post Spin Off periods are not comparable.
On September 1, 1999,  the  Corporation's  stock traded  without giving effect to the Spin Off and closed at $87. On September 2, 1999,
giving  effect to the Spin Off,  the  Corporation's  stock closed at $33 and Lynch  Interactive's  stock closed at $56. On December 31,
1999, the Corporation's stock closed at $25 13/16 and Lynch Interactive's stock closed at $99 7/8.</font></p>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>TRANSACTIONS
WITH CERTAIN AFFILIATED PERSONS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        Mr.  Gabelli is affiliated  with various  entities  which he directly or  indirectly  controls and which are engaged in various
aspects  of the  securities  business,  such as an  investment  advisor to  various  institutional  and  individual  clients  including
registered  investment  companies and pension plans, as a broker-dealer,  and as managing general partner of various private investment
partnerships.  During 2000, the Corporation and its  subsidiaries  engaged in various  transactions  with certain of these entities and
the amount of commissions,  fees, and other remuneration paid to such entities,  excluding reimbursement of certain expenses related to
Mr.  Gabelli's  employment  by the  Corporation  (including  approximately  $45,000  reimbursement  (including  Lynch  Interactive)  in
connection with an airplane in part owned by a subsidiary of Gabelli Capital Partners, Inc.), was less than $60,000.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        In 1998, Lynch Corporation  entered into a lease for approximately  5,000 square feet in a building in Rye, New York,  recently
purchased by an affiliate of Mr.  Gabelli.  The lease runs through  December  2002, and provides for rent at  approximately  $18.00 per
square foot,  per annum plus a minimum of $2.50 per square foot per annum for  electricity,  subject to adjustment for increases in tax
and other  operating  expenses.  The amount of the lease is currently  approximately  $8,400 per month.  Lynch  Interactive  became the
primary  lessee of such lease at the Spin Off.  Effective as of March 1, 2000,  Lynch  Corporation  entered  into a one-year  lease for
approximately 1,150 additional feet of space at a rent of $2,400 per month, which is being extended on a month to month basis.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        To assist Mr. Guzzetti in purchasing the Corporation's  stock in the open market,  the Corporation loaned Mr. Guzzetti $309,500
on June 5, 2000 and $61,000 on  September  20,  2000.  The loans bear  interest at 6% per annum  (with  accrued  interest of $11,656 at
December  31,  2000),  and are  payable  when Mr.  Guzzetti  ceases to be an employee  of the  Company or an  affiliate.  To assist the
Corporation in funding said loans,  Mr. Gabelli loaned the Corporation  $371,000 at an initial interest rate of 7.5% per annum adjusted
prospectively on each interest payment date to two points below the prime rate, which loan is payable upon demand.</font></p>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INDEPENDENT
AUDITORS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        Representatives of Ernst &amp; Young, the Corporation's  auditors for 2000, are expected to be available at the Annual Meeting with
the opportunity to make a statement if they desire to do so and to answer appropriate  questions.  The Corporation has not yet selected
a principal auditor for 2001 because it wanted to finalize the 2000 audit before considering auditors for 2001.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Audit Fees</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        The  aggregate  fees  billed by Ernst &amp; Young for  professional  services  rendered  for the  audit of the  Corporation's  2000
financial  statements and the reviews of the financial  statements included n the Corporation's Form 10-Q for 2000,  including fees for
the Corporation's public subsidiary, Spinnaker Industries, Inc. was $461,600.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>No Financial Information Systems Design and Implementation Fees:</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>No fees were billed by
Ernst &amp; Young for 2000 for financial information systems design and
implementation fees? </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>All Other Fees:</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The aggregate fees billed
by Ernst &amp; Young for services for 2000 for services other than as set forth
above were $343,202. The Audit Committee considered that the provisions of these
services were compatible with maintaining Ernst &amp; Young&#146;s independence. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Audit Committee Report:</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        This year, the Audit Committee has reviewed the  Corporation's  audited 2000 financial  statements and met with both management
and Ernst &amp; Young,  the  Corporation's  independent  auditors,  to discuss  the  financial  statements.  The Audit  Committee  has also
discussed with Ernst &amp; Young,  the  Corporation's  independent  auditors for 2000, any matters required to be discussed by Statement on
Auditing  Standards No. 61  (Communications  with Audit  Committees).  It has also  discussed  with Ernst &amp; Young whether Ernst &amp; Young
received  satisfactory  access to the Corporation's  financial  records and full cooperation of corporate  personnel in connection with
the audit.  The Audit  Committee  has  received  the  written  disclosures  and the letter from Ernst &amp; Young  required by  Independent
Standards  Board No. I,  Independent  Discussions  with  Audit  Committees.  These  items  relate to the firm's  independence  from the
Corporation.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        Management has primary responsibility for the Corporation's  financial statements and the overall reporting process,  including
the Corporation's  systems of internal controls.  Management has represented to us that the 2000 financial  statements were prepared in
accordance with generally accepted accounting principles.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        Based on the foregoing  reviews and  discussions,  the Audit  Committee  recommended to the Board that the  Corporation's  2000
audited financial statements be included in the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2000.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        The  Corporation's  Board has adopted a written  charter for the Audit  Committee,  a copy of which is attached as Exhibit A to
this Proxy Statement.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        Ralph R. Papitto (Chairman)
        Avrum Gray (Member)</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
members of the Audit Committee are all &#147;independent&#148; for purposes of
the American Stock Exchange listing standards. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECTION
16(a) REPORTING</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        Section  16(a) of the  Securities  and Exchange  Acts of 1934,  as amended,  requires the  Corporation's  directors,  executive
officers  and holders of more than 10% of the  Corporation's  Common Stock to file with the  Securities  and  Exchange  Commission  and
American  Stock  Exchange  initial  reports of  ownership  and reports of changes in the  ownership  of Common  Stock and other  equity
securities  of the Company.  Such persons are  required to furnish the  Corporation  with copies of all Section  16(a)  filings.  Based
solely on the  Corporation's  review of the copies of such  filings it has  received  and  written  representations  of  directors  and
officers, the Corporation believes that during the fiscal year ended December 31, 2000, its officers,  directors,  and 10% shareholders
are in compliance with all Section 16(a) filing requirements applicable to them.</font></p>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PROPOSALS OF
SHAREHOLDERS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        Proposals of shareholders  intended to be presented at the 2002 Annual Meeting of  Shareholders  must be received by the Office
of the Secretary,  Lynch  Corporation,  401 Theodore Fremd Avenue,  Rye, NY 10580, by no later than December 21, 2001, for inclusion in
the Corporation's proxy statement and form of proxy relating to the 2002 Annual Meeting.</font></p>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>MISCELLANEOUS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        The Board of Directors  knows of no other  matters  which are likely to come before the Annual  Meeting.  If any other  matters
should properly come before the Annual Meeting,  it is the intention of the persons named in the accompanying  form of proxy to vote on
such matters in accordance with their best judgment.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        The solicitation of proxies is made on behalf of the Board of Directors of the Corporation,  and the cost thereof will be borne
by the  Corporation.  The  Corporation  has employed the firm of Morrow &amp; Co. Inc.,  445 Park Avenue,  5th Floor,  New York,  New York,
10022 to assist in this solicitation at a cost of $3,500,  plus out-of-pocket  expenses.  The Corporation will also reimburse brokerage
firms and nominees for their expenses in forwarding  proxy  material to beneficial  owners of the Common Stock of the  Corporation.  In
addition,  officers and employees of the Corporation (none of whom will receive any compensation  therefor in addition to their regular
compensation)  may solicit  proxies.  The  solicitation  will be made by mail and, in addition,  may be made by telegrams  and personal
interviews, and the telephone.</font></p>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ANNUAL REPORT</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        The  Corporation's  Annual Report to  Shareholders  for the fiscal year ended December 31, 2000, has been sent herewith to each
shareholder.  Such Annual Report, however, is not to be regarded as part of the proxy soliciting material.</font></p>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By Order of the Board of Directors</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Robert J. Dexter<br>
                                          Chief Financial Officer</font></p>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Dated:  April 18, 2001</font></p>


<PAGE>


                                                                                                                             SCHEDULE A

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>LYNCH
CORPORATION</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AUDIT COMMITTEE
CHARTER</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Organization</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This Charter governs the
operations of the Lynch Corporation (the &#147;Company&#148;) Audit Committee
(the &#147;Committee&#148;). The Committee shall review and reassess the Charter
at least annually and obtain the approval of the Board of Directors (the
&#147;Board&#148;). The Committee shall be appointed by the Board of Directors
and, no later than June 14, 2001, shall consist of at least three directors,
each of whom are &#147;independent&#148; of management and the Company and are
&#147;financially literate&#148; as those terms are used by the Securities and
Exchange Commission. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Statement of
Policy</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Committee shall provide
assistance to the Board in fulfilling their oversight responsibility to the
shareholders, potential shareholders, the investment community, and others, with
respect to the Company&#146;s financial statements and financial reporting
process, the systems of internal accounting and financial controls, the annual
independent audit of the Company&#146;s financial statements, and the legal
compliance, conflict of interest and ethics programs as established by
management and the Board. In so doing, it is the responsibility of the Committee
to maintain free and open communication between the Committee, independent
auditors and management of the Company. In discharging its oversight role, 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
the power to retain outside counsel, or other experts for this purpose. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Responsibilities
and Processes</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Committee&#146;s job is
one of oversight and it recognizes that the Company&#146;s management is
responsible for preparing the Company&#146;s financial statements and that the
independent auditors are responsible for auditing those financial statements.
Additionally, the Committee recognizes that financial management, as well as the
independent auditors, have more time, knowledge and detailed information on the
Company than do Committee members; consequently, in carrying out its oversight
responsibilities, the Committee is not providing any expert or special assurance
as to the Company&#146;s financial statements or any professional certification
as to the external auditor&#146;s work. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Committee in carrying
out its responsibilities believes its policies and procedures should remain
flexible, in order best to react to changing conditions and circumstances. The
Committee should take the appropriate actions to set the overall corporate
&#147;tone&#148; for quality financial reporting, sound business risk practices,
and ethical behavior. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The following shall be the
principal recurring processes of the Committee in carrying out its oversight
responsibilities. The processes are set forth as a guide with the understanding
that the Committee may supplement them as appropriate. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o
The Committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately accountable to
the Board and the Committee, as representatives of the Company&#146;s
shareholders. The Committee shall have the ultimate authority and responsibility
to evaluate the independent auditors. The Committee shall discuss with the
auditors their independence from management and the Company and the matters
included in the written disclosures required by the Independence Standards
Board. Annually, the Committee shall review and recommend to the Board the
selection of the Company&#146;s independent auditors. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o
The Committee shall discuss with the independent auditors the overall scope and
plans for their respective audits, including the adequacy of staffing. Also, the
Committee shall discuss with management and the independent auditors, the
adequacy and effectiveness of the accounting and financial controls, including
the Company&#146;s system to monitor business risk, and legal and ethical
compliance programs. Further, the Committee shall meet separately with the
independent auditors, with and without management present, to discuss the
results of their examinations. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o
The Committee shall review the interim financial statements with management and
the independent auditors prior to any earnings release and prior to the filing
of the Company&#146;s Quarterly Report on Form 10-Q. Also, the Committee shall
discuss the results of the quarterly review and any other matters required to be
communicated to the Committee by the independent auditors under generally
accepted auditing standards. The chair of the Committee may represent the entire
Committee for the purposes of this review. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o
The Committee shall review with management and the independent auditors, prior
to any press release and prior to filing, the financial statements to be
included in the Company&#146;s Annual Report on Form 10-K (or the annual report
to shareholders if distributed prior to the filing of Form 10-K), including
their judgment about the quality, not just acceptability, of accounting
principles, the reasonableness of significant judgments, and the clarity of the
disclosures in the financial statements. Also, the Committee shall discuss the
results of the annual audit and any other matters required to be communicated to
the Committee by the independent auditors under generally accepted auditing
standards. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Limitation</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Nothing in this Charter is
intended to alter in any way the standard of conduct that applies to any of the
directors of the Corporation under the Indiana Business Corporation Law, as
amended, and this Charter does not impose, nor shall it be interpreted to
impose, any duty on any director greater than, or in addition to, the duties or
standard established by the Indiana Business Corporation Law. </FONT></P>


<PAGE>



<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>LYNCH
CORPORATION</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This Proxy is Solicited on Behalf of the Board of Directors</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>         The undersigned  shareholder of LYNCH  CORPORATION  (the  "Corporation")  hereby appoints Roger J. Dexter and Mary J. Carroll,
or any one of them (each with power to act alone and with power of  substitution),  Proxies of the undersigned,  with authority to vote
at the Annual Meeting of  Shareholders of the Corporation to be held May 10, 2001 at 3:00 p.m., and at any  adjournments  thereof,  all
the shares of Common Stock of the Corporation  which the undersigned  would be entitled to vote if then  personally  present,  upon the
matters specified below, and, in their  discretion,  upon such other matters that may properly come before the Annual Meeting,  and any
adjournments thereof.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>         The shares  represented by this Proxy shall be voted in accordance with the instructions  given by the shareholder,  but if no
instructions  are given,  this Proxy will be voted FOR all of the nominees for Directors listed in Item 1 and, in the discretion of the
Proxies, with respect to any other matter that is properly brought before the Annual Meeting.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(continued and to be signed on the reverse side)</font></p>





<PAGE>



<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>LYNCH CORPORATION</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1. Election of
Directors Duly Nominated:</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FOR WITHHOLD   Anthony T. Castor, III, E. Val Cerutti,  Robert E. Dolan, Mario J. Gabelli, Avrum Gray, Louis A. Guzzetti, Jr. and Ralph
                           R. Papitto.  (INSTRUCTION:  To withhold  authority to vote for one or more individual  nominees,  write such
                           name or names on the space provided below.)</font></p>




<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Please
sign exactly as your name appears on this Proxy. All joint owners must sign.
When acting as attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name by
President or other authorized person. If a partnership, please sign in full
partnership name by authorized person.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Dated:______________________________, 2000


                                    _____________________________________(L.S.)                                            (Signature
of Shareholder)

                                                    ____________________________________(L.S.)
(Signature of Shareholder)</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        PLEASE DATE, SIGN AND MAIL THIS PROXY IN THE ENVELOPE PROVIDED.</font></p>



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