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                             June 7, 2022

       James Tivy
       Chief Financial Officer
       M-tron Industries, Inc.
       2525 Shader Road
       Orlando, FL 32804

                                                        Re: M-tron Industries,
Inc.
                                                            Draft Registration
Statement on Form 10
                                                            Submitted May 11,
2022
                                                            CIK No. 0001902314

       Dear Mr. Tivy:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form 10 Submitted May 11, 2022

       Summary
       How will the Company's indebtedness and cash be allocated, paid or
transferred in connection
       with the spin-off?, page 1

   1.                                                   We note your disclosure
that Mtron and its subsidiaries had no outstanding indebtedness
                                                        of as of December 31,
2021. Please update this disclosure.
       Our certificate of incorporation will contain an exclusive forum
provision, page 14

   2.                                                   We note that your forum
selection provision in Art identifies the Court of Chancery of the
                                                        State of Delaware as
the exclusive forum for certain litigation, including any    derivative
                                                        action.    Please
disclose whether this provision applies to actions arising under the
 James Tivy
FirstName  LastNameJames  Tivy
M-tron Industries, Inc.
Comapany
June 7, 2022NameM-tron Industries, Inc.
June 7,
Page 2 2022 Page 2
FirstName LastName
         Securities Act or Exchange Act. In that regard, we note that Section
27 of the Exchange
         Act creates exclusive federal jurisdiction over all suits brought to
enforce any duty or
         liability created by the Exchange Act or the rules and regulations
thereunder, and Section
         22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all
         suits brought to enforce any duty or liability created by the
Securities Act or the rules and
         regulations thereunder. If the provision applies to Securities Act
claims, please also revise
         your prospectus to state that there is uncertainty as to whether a
court would enforce such
         provision and that investors cannot waive compliance with the federal
securities laws and
         the rules and regulations thereunder. If this provision does not apply
to actions arising
         under the Securities Act or Exchange Act, please also ensure that the
exclusive forum
         provision in the governing documents states this clearly, or tell us
how you will inform
         investors in future filings that the provision does not apply to any
actions arising under the
         Securities Act or Exchange Act.
3.       Please note that your disclosure regarding your exclusive form
provision appears to be
         inconsistent with Article XI of your amended and restated certificate
of incorporation. In
         that regard, we note your reference in your risk factor to a court in
the State of Florida as
         your exclusive forum. Please advise or revise.
Capitalization, page 35

4.       Please include a double underline under the amount for cash and cash
equivalents and
         remove from the table the due from related party amounts, and instead
include disclosure
         of this related party receivable in footnote (1) to the table to be
treated as a reduction or
         offset against the special dividend cash payment to LGL. Also, given
that you have no
         outstanding debt, it appears the total capitalization amount in the
"actual" column should
         equate to your total equity. Please revise your presentation or
otherwise explain to us why
         your presentation is appropriate.

Unaudited Pro Forma Financial Statements, page 37

5.       Refer to the fourth paragraph of the introductory page where you
discuss the three criteria
         for reflecting adjustments in the pro forma financial statements.
Please note that
         this criteria has since been replaced pursuant to SEC Release No.
33-10786,
         "Amendments to Financial Disclosures About Acquired and Disposed
Businesses", issued
         on May 20, 2020. The amended guidance related to pro forma financial
information
         under Article 11 of Regulation now requires that pro forma adjustments
be based on the
         following three categories: transaction accounting adjustments,
autonomous entity
         adjustments, and management's adjustments. The transaction accounting
adjustments and
         autonomous entity adjustments are to be reflected in two separate
columns, whereas
         management's adjustments, if any, would be presented only in the
explanatory notes to the
         pro forma financial statements. Refer to Rule 11-02(a)(6) and (7) of
Regulation S-
         X. Further, we note disclosure in the last paragraph on page 37 and in
the top paragraph
         on page 38 that you expect to incur additional recurring expenses
estimated to be
 James Tivy
FirstName  LastNameJames  Tivy
M-tron Industries, Inc.
Comapany
June 7, 2022NameM-tron Industries, Inc.
June 7,
Page 3 2022 Page 3
FirstName LastName
         approximately $850,000, which have not been reflected in the pro forma
statements of
         income. Pursuant to the amended guidance, such costs are to be
reflected as Autonomous
         entity adjustments. Please revise your disclosures and presentation
accordingly.

Notes to Unaudited Pro Forma Combined Financial Statements, page 41

6.       Please expand the narrative discussion in Note (f) to disclose whether
or not you
         anticipate the effect of potential dilutive securities to be material.
If so, consider
         providing an estimated range of the impact.

Business
International Revenues, page 43

7.       Please reconcile the disclosure that international revenues in 2021
were 21.5% of total
         combined revenues with that in Risk Factors on page 17 that foreign
revenues for 2021
         accounted for 10.3% of your 2021 combined revenues.

Business, page 43

8.       Please describe the operations of all of your subsidiaries including
your Hong Kong
         operations. Please consider including an organizational chart.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 48

9.       Please refer to the last paragraph under this heading. Include within
MD&A a description
         of your Revolving Credit Agreement to provide the material terms
including: identifying
         the lender, total revolver amount, maturity date, interest rate,
amounts available and
         outstanding as of the most recent balance sheet date, and the
repayment terms.

December 31, 2021 Audited Financial Statements
Note B. Summary of Significant Accounting Policies, page F-7

10.      Refer to your discussion of revenue recognition and expand to disclose
that you have a
         portfolio of two product groupings: Frequency Control and Spectrum
Control, as
         discussed in the Business section. Disclose the difference between the
two product
         groupings and discuss if the revenue recognition is the same or
different for each group.
         Also, if there is more than one distinct performance obligation,
describe and discuss when
         each performance obligation is satisfied. Please also give
consideration to further
         disaggregating your revenue by these two product groupings.

General
 James Tivy
FirstName  LastNameJames  Tivy
M-tron Industries, Inc.
Comapany
June 7, 2022NameM-tron Industries, Inc.
June 7,
Page 4 2022 Page 4
FirstName LastName

11.      In an amendment to the filing, please update to include unaudited
interim financial
         statements for the three months ended March 31, 2022 and 2021. In
addition, related
         financial information, such as, but not limited to: Capitalization,
unaudited pro forma
         financial statements and MD&A should be updated accordingly. Refer to
Rule 8-08 of
         Regulation S-X for guidance.

12.      Please include page numbers with your next filing.
13.      Please disclose whether and how your business segments, products,
lines of service,
         projects, or operations are materially impacted by supply chain
disruptions. For example,
         discuss whether you have or expect to:
             suspend the production, purchase, sale or maintenance of certain
items due to a lack
             of raw materials, parts, or equipment; inventory shortages; closed
factories; reduced
             headcount; or delayed projects;
             experience labor shortages that impact your business;
             experience cybersecurity attacks in your supply chain;
             experience higher costs due to constrained capacity or increased
commodity prices or
             challenges sourcing materials;
             experience surges or declines in consumer demand for which you are
unable to
             adequately adjust your supply;
             be unable to supply products at competitive prices or at all due
to export
             restrictions, sanctions, tariffs, trade barriers, or political or
trade tensions among
             countries; or
             be exposed to supply chain risk in light of Russia   s invasion of
Ukraine and/or related
             geopolitical tension or have sought to    de-globalize    your
supply chain.
         Explain whether and how you have undertaken efforts to mitigate the
impact and where
         possible quantify the impact to your business.
14.      Please disclose whether you are subject to material cybersecurity
risks in your supply
         chain based on third-party products, software, or services used in
your products, services,
         or business and how a cybersecurity incident in your supply chain
could impact your
         business. Discuss the measures you have taken to mitigate these risks.
15.      Please describe the extent and nature of the role of the board of
directors in overseeing
         cybersecurity risks, including in connection with the company   s
supply
         chain/suppliers/service providers.
16.      We note your disclosure that your gross margins improved over last
year but were muted
         by inflationary cost pressures. Please expand to identify the
principal factors contributing
         to the inflationary pressures the company has experienced and clarify
the resulting impact
         to the company.
17.      Please update your disclosure to identify actions planned or taken, if
any, to mitigate
         inflationary pressures.
 James Tivy
M-tron Industries, Inc.
June 7, 2022
Page 5

         You may contact Beverly Singleton, Staff Accountant at (202) 551-3328
or Kevin
Stertzel, Staff Accountant at (202) 551-3723 if you have questions regarding
comments on the
financial statements and related matters. Please contact Sherry Haywood, Staff
Attorney at (202)
551-3345 or Asia Timmons-Pierce, Special Counsel at (202) 551-3754 with any
other questions.



FirstName LastNameJames Tivy                               Sincerely,
Comapany NameM-tron Industries, Inc.
                                                           Division of
Corporation Finance
June 7, 2022 Page 5                                        Office of
Manufacturing
FirstName LastName