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Mail Stop 6010

      August 24, 2005

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

      Re:	Lynch Corporation
	Amendment No. 1 to Registration Statement on Form S-2
      Filed August 16, 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 S-2

Fee Table
1. Please reconcile the number of common shares and subscription
rights listed in the table as being registered with disclosure
elsewhere in the prospectus.

Prospectus Cover
2. Please disclose the market on which the rights will be traded.

Intentions, page 3
3. Please reconcile your response to prior comment 2, which refers
to
only one affiliate and one officer who is not a board member, with
your disclosure that implies that multiple affiliates and officers
have already expressed their intentions.  Also, tell us how your
communications with these individuals were consistent with Section
5
of the Securities Act.

The Rights Offering, page 17
4. We note your response to prior comments 4 and 5.  Please tell
us
how your retention of the proceeds for seven to 10 business days
is
consistent with your obligation to provide refunds promptly.

Transferability of Rights, page 21
5. Given your response to prior comment 10, it is unclear why the
reference to expenses related to the exercise of rights is
appropriate.  Please advise or revise the last sentence of this
subsection.

Guaranteed Delivery Procedures, page 23
6. Please reconcile the disclosure in your response to prior
comment
11 that shareholders may deliver the notice after the expiration
date
with the disclosure in the first bullet list in this section that
the
notice must be provided before the expiration.

Determinations Regarding the Exercise of Your Subscription Rights,
page 24
7. We note your response to prior comment 12 and the additional
disclosure on page 25.  Please clarify the meaning of
"irregularities
that do not result in multiple potential interpretations."
8. Given your response to prior comment 13, it is unclear why the
referenced sentence is appropriate.  Please advise or revise.

Material United States Federal Income Tax Consequences, page 27
9. We note your disclosure in response to prior comment 15.
Please
clarify how and when you will provide the notice.  Also clarify
why
investors will not be able to make the determination of whether
the
market value exceeds the threshold.  Add appropriate risk factors.
10. Disclose why shareholders must submit the W-9 you included as
an
exhibit.

Exhibits
11. Please include all attachments to exhibits.  For example, we
note
the attachments missing from exhibit 99(i).

Exhibit 5
12. Please revise the legal opinion to reflect the accurate number
of
common shares and rights covered by the registration statement.
13. Please file an opinion of counsel regarding whether the rights
are binding obligations of the registrant under the state contract
law governing the rights.
14. You must file an opinion by counsel that is qualified to opine
on
the law governing the matters that are the subject of the opinion.
In the exhibit you filed, it appears that counsel`s statement that
it
is a member of the State Bar of New York is attempting to indicate
that it is not so qualified.
15. Please ask your counsel to confirm to us in writing that it
concurs with our understanding that the reference and limitation
to
the "Business Corporation Law of the State of Indiana" includes
the
statutory provisions and also all applicable provisions of the
Indiana Constitution and reported judicial decisions interpreting
these laws. Counsel should file this written confirmation as
correspondence on the EDGAR system.

*     *     *

      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 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
August 24, 2005
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