Mail Stop 6010

      November 3, 2005

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

      Re:	Lynch Corporation
	Amendment No. 5 to Registration Statement on Form S-2
      Filed October 26, 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

Prospectus Cover
1. With a view toward clarified disclosure, please confirm to us
that
you intend to issue rights to each holder of a share between
November
9 and November 11, 2005 regardless of the number of individuals
who
hold and transfer the shares on those dates.  Show us how you have
calculated the number of rights to register given the uncertain
number of potential holders.


Prospectus Summary, page 1

Basic Subscription Privilege, page 2
2. Please revise this paragraph to comply with our comment above
and
to reflect the fact that shareholders as of November 10 and
November
11, 2005 are also entitled to receive rights.

Correspondence Dated October 26, 2005
3. The representations to be included in your acceleration request
should be in the same form as those included in our letter dated
July
28, 2005.  Please submit a revised acceleration request in
accordance
with this comment.

*     *     *

      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

John C. Ferrara
Lynch Corporation
November 3, 2005
Page 1