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Mail Stop 6010

      July 28, 2005

John C. Ferrara
President and Chief Financial Officer
Lynch Corporation
140 Greenwich Avenue, 4th Floor
Greenwich, CT 06830

      Re:	Lynch Corporation
	Registration Statement on Form S-2
      Filed July 1, 2005
	File No. 333-126335

Dear Mr. Ferrara:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form SB-2

General
1. Please provide your analysis as to why the distribution of the
transferable rights should not be registered.

Intentions, page 4
2. Tell us with specificity the identity of each person who has
expressed their intentions regarding this offering to you.  Also
tell
us how your communications with these individuals regarding the
offering was consistent with Section 5 of the Securities; include
specifics regarding the dates and contents of each communication.

Special Note, page 15
3. Future filings may not be incorporated by reference into a
registration statement on Form S-2.  Please revise the first three
full paragraphs on page 16 to remove the implication to the
contrary.

The Rights Offering, page 17
4. Please reconcile your statement in the second paragraph on page
17
that you will deliver to subscribers certificates representing
exercised rights as soon as practicable after payment with your
statement in the last paragraph on page 22 that you will deliver
certificates after the expiration date.

Over-Subscription Privilege, page 17
5. Please expand your disclosure to explain more fully the
operation
of the over-subscription rights.  For instance, indicate:
* Whether over-subscribers will be able to revoke the exercise of
over-subscription rights; and
* The length of time it will take to refund any overpayments in
the
over-subscription.
6. Additionally, in the event that a subscriber`s pro rata
oversubscription allocation exceeds the number of oversubscription
shares requested, as described in the last sentence on page 17,
please explain in greater detail how these additional pro rata
allocation shares will be divided among the other rights holders.

Expiration Date, Extensions and Termination, page 19
7. We note your statement that you may extend the subscription
period
from time to time.  Please revise here and elsewhere in your
prospectus where similar disclosure appears to include the latest
date to which the offering may be extended.

Withdrawal and Amendment, page 19
8. In the Risk Factors section of the prospectus, please describe
under appropriate heading the risks to subscribers associated with
the fact that you may withdraw or terminate the rights offering at
any time for any reason.
9. Please revise your disclosure to provide the approximate length
of
time it will take for funds to be returned to subscribing
shareholders if the offering is withdrawn or terminated.

Transferability of Rights, page 21
10. Please describe in greater detail the expenses that holders
may
incur in exercising the rights.  We refer you to your disclosure
in
the penultimate paragraph on page 22.

Guaranteed Delivery Procedures, page 23
11. Please clarify what you mean by the "guarantee period"
mentioned
in the penultimate paragraph.

Determinations Regarding the Exercise of Your Subscription Rights,
page 24
12. We note your disclosure in the first paragraph on page 24 that
you, in your sole discretion, may waive any defect or irregularity
regarding the exercise of the subscription rights.  Please
disclose
the factors you may consider in determining whether to waive any
such
defect or irregularity.
13. Identify the jurisdictions in which you believe exercise of
rights would be deemed unlawful or materially burdensome.  Also
disclose the number of shares held in those jurisdictions.

No Board Recommendation, page 25
14. We note your disclosure that you have been advised by your
officers, directors and certain of their affiliates that they
expect
to exercise the basic subscription privilege and may exercise
their
oversubscription privilege.  Please disclose the aggregate
percentage
of your outstanding common stock currently held by these parties
and
quantify the approximate number of shares that will be sold to
these
parties assuming all rights are exercised.

Material United States Federal Income Tax Consequences, page 26
15. Please clarify how investors are to determine whether the fair
market value of their subscription will exceed the 15% threshold
mentioned in the second bullet point, and provide the basis for
your
belief that the fair market value of the rights will not exceed
this
threshold.
16. Please include a description of the tax consequences to
shareholders who sell the subscription rights they hold.

Incorporation by Reference, page 30
17. Please revise this section to specifically incorporate by
reference the Form 10-K for the fiscal year ended December 31,
2004,
the Form-10-Q for the fiscal quarter ended March 31, 2005 and the
Form 8-K filed on July 6, 2005.  Refer to Items 12(a)(1) and (2)
Form
S-2.

Exhibits
18. We may have further comment after you file the subscription
agreement and other documents to be filed as amendment.

*     *     *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may Adelaja Heyliger at (202) 551-3636 or me at (202)
551-
3800 with any other questions.

      Sincerely,



								Russell Mancuso
								Branch Chief

cc (via fax):  	David J. Adler, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
212.451.2222

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John C. Ferrara
Lynch Corporation
July 28, 2005
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