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<SEC-DOCUMENT>0000000000-05-047770.txt : 20060802
<SEC-HEADER>0000000000-05-047770.hdr.sgml : 20060802
<ACCEPTANCE-DATETIME>20050915165330
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-05-047770
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050915

FILED FOR:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LGL GROUP INC
		CENTRAL INDEX KEY:			0000061004
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC COMPONENTS, NEC [3679]
		IRS NUMBER:				381799862
		STATE OF INCORPORATION:			IN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		UPLOAD

	BUSINESS ADDRESS:	
		STREET 1:		140 GREENWICH AVENUE, 4TH FL.
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06830
		BUSINESS PHONE:		2036221150

	MAIL ADDRESS:	
		STREET 1:		140 GREENWICH AVENUE, 4TH FL.
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06830

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LYNCH CORP
		DATE OF NAME CHANGE:	19920703
PUBLIC REFERENCE ACCESSION NUMBER:		0000921895-05-001519
</SEC-HEADER>
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>




Mail Stop 6010

      September 14, 2005

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

      Re:	Lynch Corporation
	Amendment No. 2 to Registration Statement on Form S-2
      Filed September 9, 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.

Fee Table
1. We note your response to prior comment 1.  Please revise the
fee
table to reflect the actual number of common shares and
subscription
rights being registered.  You should provide additional disclosure
to
explain the calculation of the registration fee in the footnotes
to
the fee table.

Prospectus Cover
2. We note your response to comment 2.  Please tell us when you
plan
to file an Exchange Act registration statement for the rights.
3. Please tell us the intended duration of the rights offering and
the duration that the rights will be traded on the exchange.

Intentions, page 3
4. We note your response to comment 3; however, it remains unclear
how an expression of intention is consistent with section 5 of the
Securities Act.

Use of  Proceeds, page 16
5. We note your response to prior comment 1.  With a view toward
clarified disclosure about the purpose or need for this offering,
please tell us why you would be engaged in repurchasing your
shares
at the same time that you are engaged in a rights offering.
6. Please provide your analysis as to how conducting a share
repurchase program while engaging in a rights offering is
consistent
with Regulation M.

The Rights Offering, page 17

Transferability of Rights, page 21
7. It is unclear why you deleted the entire last paragraph of this
section.

Determinations, page 24
8. We note your response to comment 8.  Please clarify the portion
of
your shares held in such foreign jurisdictions.

Material United States Federal Income Tax Consequences, page 27
9. We note your response to prior comment 9.  As investors will
not
receive notification of the fair market value of the subscription
rights, and the resulting tax consequences, until after they have
exercised the rights, please explain why you believe additional
risk
factor disclosure is unnecessary.

Signatures
10. Please clarify whether Mr. Ferrara signed the attorney-in-fact
line.

*     *     *

      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
September 14, 2005
Page 1




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</DOCUMENT>
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