S-2/A

    As filed with the Securities and Exchange Commission on September 9, 2005

                                                     Registration No. 333-126335
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                           --------------------------
                               AMENDMENT NO. 2 TO
                                    FORM S-2

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                                LYNCH CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


          INDIANA                                       38-1799862
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
Incorporation or Organization)

                         140 GREENWICH AVENUE, 4TH FLOOR
                          GREENWICH, CONNECTICUT 06830
                                 (203) 622-1150
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)
                          -----------------------------

                                 JOHN C. FERRARA
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                LYNCH CORPORATION
                         140 GREENWICH AVENUE, 4TH FLOOR
                          GREENWICH, CONNECTICUT 06830
                                 (203) 622-1150
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)
                          -----------------------------
                                    Copy to:

                              DAVID J. ADLER, ESQ.
                 OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                                PARK AVENUE TOWER
                               65 EAST 55TH STREET
                            NEW YORK, NEW YORK 10022
                                 (212) 451-2300
                          -----------------------------

     Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. /X/

     If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. /X/

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /_/ ___________

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /_/ ___________

     If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /_/ ___________

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /_/






                                                 CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
 Title of Each Class of                                        Proposed Maximum       Proposed Maximum
    Securities to be                 Amount to be             Offering Price Per      Aggregate Offering          Amount of
      Registered                     Registered(1)                 Share(2)                Price               Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
Common Shares,
$0.01 par value per                    549,945
share                               common shares                  $8.12               $4,465,534.40              $525.60(3)
- --------------------------------------------------------------------------------------------------------------------------------
Subscription Rights to purchase      1,649,834
Common Shares(4)                  subscription rights                -                       -                         -
- --------------------------------------------------------------------------------------------------------------------------------

(1)  In the event of a share split, share dividend or similar transaction
     involving the common shares, the common shares registered hereby will
     automatically be increased pursuant to Rule 416 of the Securities Act of
     1933, as amended, to cover the additional common shares required to prevent
     dilution.
(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and
     based upon the average of the high and low prices of the Registrant's
     common shares on the American Stock Exchange on June 30, 2005.
(3)  The registration fee was previously paid with the filing on July 1, 2005.
(4)  Under Rule 457(g) of the Securities Act of 1933, as amended, no separate
     registration fee is required for the rights as they are being registered in
     the same registration statement as the common shares underlying such
     rights.

                       -----------------------------------


THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

                       -----------------------------------


The  information  in this  prospectus  is not complete  and may be changed.  The
selling  shareholder  may not  sell  these  securities  until  the  registration
statement filed with the Securities and Exchange  Commission is effective.  This
prospectus is not an offer to sell these  securities and it is not soliciting an
offer to buy  these  securities  in any  state  where  the  offer or sale is not
permitted


                 Subject to Completion, dated September 9, 2005

     PROSPECTUS

                                LYNCH CORPORATION

                              538,676 COMMON SHARES
                          1,616,026 SUBSCRIPTION RIGHTS

     We are offering at no cost to you, as a holder of our common shares,
transferable rights to purchase our common shares. If you own common shares on
________, 2005, the record date, you will be entitled to receive one right per
share. Every three such rights will entitle you to subscribe for one common
share. The subscription price will be $_______ per whole share. Each right will
also carry with it an oversubscription privilege to subscribe for additional
common shares that are not purchased by other holders of rights. The rights will
be evidenced by Subscription Certificates and will expire at _______ p.m. New
York City time on _________, 2005, unless extended for up to 15 days.

     We have applied to list the rights and expect to be authorized for trading
of the rights on the American Stock Exchange under the symbol "LGL.RT." Our
common shares are traded on the American Stock Exchange under the symbol "LGL."

     Our principal executive offices are located at 140 Greenwich Avenue, 4th
Floor, Greenwich, Connecticut 06830. Our telephone number is (203) 622-1150.

     AN INVESTMENT IN OUR COMMON SHARES INVOLVES A HIGH DEGREE OF RISK. CONSIDER
CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 4 OF THIS PROSPECTUS.

                                -----------------


- --------------------------------------------------------------------------------
                                                            PROCEEDS TO LYNCH
                               PRICE PER SHARE                 CORPORATION
- --------------------------------------------------------------------------------
Offering Price to
Shareholders                   $_____________               $_____________ (1)
- --------------------------------------------------------------------------------

(1)  Before deduction of estimated expenses of $__________, including legal and
     accounting fees, printing expenses and other miscellaneous fees and
     expenses.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
  COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                                CRIMINAL OFFENSE.

                 The date of this prospectus is _________, 2005.







                                TABLE OF CONTENTS

Prospectus Summary.............................................................1

Risk Factors...................................................................4

Special Note Regarding Forward-Looking Statements.............................15

Description of Securities to Be Registered....................................16

Use of Proceeds...............................................................16

The Rights Offering...........................................................17

Material United States Federal Income Tax Consequences........................27

Plan of Distribution..........................................................28

Legal Matters.................................................................30

Experts.......................................................................30

Information with Respect to the Registrant....................................30

Where You Can Find More Information...........................................30

Incorporation by Reference....................................................31










                               PROSPECTUS SUMMARY

     This summary highlights important features of this offering and the
information included or incorporated by reference in this prospectus. This
summary does not contain all of the information that you should consider before
investing in our common shares. You should read the entire prospectus carefully,
especially the risks of investing in our common shares discussed under "Risk
Factors."

     Unless the context otherwise requires, all references to "Lynch," "we,"
"us," or "our" in this prospectus refer collectively to Lynch Corporation, an
Indiana corporation, and its subsidiaries.

                                   THE COMPANY

     We are a diversified holding company with subsidiaries engaged in
manufacturing. Our business development strategy is to expand our existing
operations through internal growth and acquisitions. We may also, from time to
time, consider the acquisition of other assets or businesses that are not
related to our present businesses and the strategic disposition of certain
assets.

M-TRON INDUSTRIES, INC./PIEZO TECHNOLOGY, INC.

     Mtron designs, manufactures and markets custom designed electronic
components used primarily to control the frequency or timing of electronic
signals in communications equipment. Its devices, which are commonly called
frequency control devices, crystals or oscillators, support fixed and mobile
wireless, copper wire, coaxial cable, wide area networks, local area networks
and fiber optic systems. It sells its products to original equipment
manufacturers, contract manufacturers and to distributors.

     On October 15, 2004, Mtron completed its acquisition of all the issued and
outstanding common shares of Piezo. Piezo is a wholly-owned subsidiary of Mtron
that designs, manufactures and markets frequency control devices, crystal
resonators, crystal oscillators, timing devices, filters, crystal filters,
liquid crystal filters and related products and technologies. The combined
operations of Mtron and PTI are referred to herein as "MtronPTI."

LYNCH SYSTEMS, INC.

     Lynch Systems designs, develops, manufactures and markets a broad range of
manufacturing equipment for the electronic display and consumer glass
industries. Lynch Systems also produces replacement parts for various types of
packaging and glass container-making machines, which Lynch Systems does not
manufacture.






                               THE RIGHTS OFFERING

Basic Subscription
  Privilege.....................We will distribute to the holders of record of
                                our common shares at the close of business on
                                ___________, 2005, at no charge, one
                                transferable subscription right for each common
                                share owned. Every three such rights will
                                entitle the holder to subscribe for one common
                                share.

Oversubscription Privilege......Each subscription right will also include an
                                oversubscription privilege to purchase
                                additional common shares that are not purchased
                                by other rights holders through their basic
                                subscription privileges.

                                You will be entitled to exercise your
                                oversubscription privilege only if you exercise
                                your basic subscription privilege in full. If
                                the number of common shares remaining after the
                                exercise of all basic subscription privileges is
                                not sufficient to satisfy all requests for
                                common shares pursuant to oversubscription
                                privileges, you will be allocated additional
                                common shares pro rata, based on the number of
                                common shares you purchased through the basic
                                subscription privilege in proportion to the
                                total number of common shares that you and other
                                oversubscribing shareholders purchased through
                                the basic subscription privilege.

Subscription Price..............$______ in cash per share

Common Shares
  Outstanding after Rights
  Offering......................Assuming that all rights are exercised,
                                including those that may be exercised as a
                                result of the oversubscription privilege, an
                                aggregate of approximately 538,676 common shares
                                will be sold.

Transferability of Rights.......The rights are transferable until the last
                                business day prior to the expiration date and
                                are expected to be authorized for trading on the
                                American Stock Exchange. A business day is a day
                                on which trading occurs on the American Stock
                                Exchange. Trading of the rights will be
                                conducted on a regular-way basis from ________,
                                2005 through the last business day prior to the
                                expiration date. Any commissions in connection
                                with the sale of rights will be paid by the
                                selling rights holder. We cannot assure you that
                                a market for the rights will develop, or the
                                prices at which rights may be sold if a market
                                does develop.

Record Date.....................______________, 2005



                                       2


Expiration Time................._________, 2005, at 5:00 p m , New York City
                                time, unless extended for up to 15 days.

Procedure for Exercising
  Rights........................If you want to exercise rights you must properly
                                complete and sign the Subscription Certificate
                                evidencing the rights and forward the
                                Subscription Certificate, with full payment, to
                                the subscription agent at or prior to the
                                expiration time.

                                YOU MAY NOT REVOKE AN EXERCISE OF RIGHTS UNLESS
                                WE MAKE A SIGNIFICANT AMENDMENT TO THE TERMS OF
                                THE OFFERING AFTER YOU HAVE EXERCISED.

Issuance of Common
  Shares........................We will deliver to you certificates representing
                                common shares purchased upon exercise of the
                                basic subscription and oversubscription
                                privileges as soon as practicable after the
                                expiration date, anticipated to be approximately
                                seven to 10 business days after the expiration
                                date.

Use of Proceeds.................The net cash proceeds from the sale of the
                                common shares offered hereby, after payment of
                                fees and expenses, is anticipated to be
                                approximately $__________. We expect that such
                                net proceeds will be used for general corporate
                                purposes, working capital and to make
                                acquisitions, although the Company has not
                                identified any specific acquisitions at this
                                time.

Risk Factors....................There are substantial risks in connection with
                                this offering that should be considered by you.
                                See "Risk Factors."

Amendment, Extension or
  Termination Rights
  Offering......................We reserve the right, in our sole discretion,
                                to: (a) amend or modify the terms of this rights
                                offering; (b) extend the expiration time to a
                                later date, but in no event for more than 15
                                additional days; and (c) terminate the rights
                                offering at any time for any reason.

Intentions of the
  Company's officers,
  directors and principal
  shareholders..................Our officers, directors and one of their
                                affiliates have advised us that they expect to
                                exercise the basic subscription privilege under
                                their rights and may exercise their
                                oversubscription privilege.



                                       3



                                  RISK FACTORS

AN INVESTMENT IN OUR COMMON SHARES INVOLVES A HIGH DEGREE OF RISK. THE FOLLOWING
RISK FACTORS SHOULD BE CONSIDERED CAREFULLY IN ADDITION TO THE OTHER INFORMATION
IN THIS PROSPECTUS, INCLUDING THE INFORMATION UNDER "SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS," BEFORE MAKING AN INVESTMENT IN OUR COMMON SHARES.

RISKS RELATING TO THIS OFFERING

THE SUBSCRIPTION PRICE IS NOT AN INDICATION OF THE VALUE OF OUR COMMON SHARES
AND YOU MAY NOT BE ABLE TO SELL COMMON SHARES PURCHASED UPON THE EXERCISE OF
YOUR SUBSCRIPTION RIGHTS AT A PRICE EQUAL TO OR GREATER THAN THE SUBSCRIPTION
PRICE.

     The subscription price per common share does not necessarily bear any
relationship to the book value per share of our assets, operations, cash flows,
earnings, financial condition or any other established criteria for value. As a
result, you should not consider the subscription price as an indication of the
current value of our common shares. We cannot assure you that you will be able
to sell common shares purchased in this offering at a price equal to or greater
than the subscription price.

THIS OFFERING MAY CAUSE THE PRICE OF OUR COMMON SHARES TO DECREASE IMMEDIATELY,
AND THIS DECREASE MAY CONTINUE.

     The subscription price per share represents a discount of ____% from [the
closing sale price of our common shares on _____ __, 2005] [the average of the
closing sales prices of our common shares over the ___-trading day period ending
______ __, 2005]. This discount, along with the number of common shares we
propose to issue and ultimately will issue if this offering is completed, may
result in an immediate decrease in the market value of our common shares. This
decrease may continue after the completion of this offering.

YOU MAY SUFFER DILUTION OF YOUR PERCENTAGE OWNERSHIP OF OUR COMMON SHARES.

     If you do not exercise your subscription rights and common shares are
purchased by other shareholders in this offering, your proportionate voting and
ownership interest will be reduced and the percentage that your original common
shares represents of our expanded equity after exercise of the subscription
rights will be diluted. For example, if you own 5,000 common shares before this
offering, or approximately 0.3% of our outstanding common shares, and you
exercise none of your subscription rights while all other subscription rights
are exercised by other shareholders, then your percentage ownership would be
reduced to approximately 0.2%. The magnitude of the reduction of your percentage
ownership will depend upon the number of common shares you hold and the extent
to which you exercise your subscription rights.

ONCE YOU EXERCISE YOUR SUBSCRIPTION RIGHTS, YOU MAY NOT REVOKE SUCH EXERCISE
EVEN IF THERE IS A DECLINE IN THE PRICE OF OUR COMMON SHARES OR IF WE DECIDE TO
EXTEND THE EXPIRATION DATE OF THE SUBSCRIPTION PERIOD.

     The public trading market price of our common shares may decline after you
elect to exercise your subscription rights. If that occurs, you will have
committed to buy our common shares at a price above the prevailing market price


                                       4


and you will have an immediate unrealized loss. We may also, in our sole
discretion, extend the expiration date of the subscription period, but in no
event beyond an additional 15 days. During any potential extension of time, the
value of our common shares may decline below the subscription price and result
in a loss on your investment upon the exercise of rights to acquire our common
shares. If the expiration date is extended after you send in your subscription
forms and payment, you still may not revoke or change your exercise of rights.
Moreover, we cannot assure you that following the exercise of subscription
rights you will be able to sell your common shares at a price equal to or
greater than the subscription price.

YOU WILL NOT RECEIVE INTEREST ON SUBSCRIPTION FUNDS RETURNED TO YOU.

     If we cancel this offering or if we are not able to fulfill your full
oversubscription, we will not have any obligation with respect to the
subscription rights except to return to you, without interest, any subscription
payments and/or oversubscription payments you made that were not used to
purchase common shares.

YOU NEED TO ACT PROMPTLY AND FOLLOW SUBSCRIPTION INSTRUCTIONS, OTHERWISE YOUR
SUBSCRIPTION MAY BE REJECTED.

     Shareholders who desire to purchase common shares in this offering must act
promptly to ensure that all required forms and payments are actually received by
the subscription agent prior to 5:00 p.m., New York City time, on the expiration
date. If you fail to complete and sign the required subscription forms, send an
incorrect payment amount, or otherwise fail to follow the subscription
procedures that apply to your desired transaction, the subscription agent may,
depending on the circumstances, reject your subscription or accept it to the
extent of the payment received. Neither we nor our subscription agent undertakes
to contact you concerning, or attempt to correct, an incomplete or incorrect
subscription form or payment. We have the sole discretion to determine whether a
subscription exercise properly follows the subscription procedures.

YOU MAY NOT RECEIVE ALL OF THE COMMON SHARES FOR WHICH YOU OVERSUBSCRIBE.

     If an insufficient number of common shares is available to fully satisfy
all oversubscription privilege requests, the available common shares will be
distributed proportionately among rights holders who exercised their
oversubscription privilege based on the number of common shares each rights
holder subscribed for under the basic subscription privilege.

YOU MAY NOT WANT TO EXERCISE YOUR RIGHTS AS THE PROCEEDS OF THIS OFFERING MAY BE
USED TO MAKE ACQUISITIONS THAT YOU MAY NOT HAVE THE OPPORTUNITY TO APPROVE.

     We expect that the net cash proceeds from this offering will be used for
general corporate purposes, working capital and to make acquisitions, although
we have not identified any specific acquisitions at this time. If you exercise
your rights, you may not have an opportunity to evaluate the specific merits or
risks of any potential future acquisitions. As a result, you may be entirely
dependent on the broad discretion and judgment of management in the selection of
potential future acquisitions.

                                       5


NEITHER WE, NOR THE SUBSCRIPTION AGENT, WILL HAVE ANY OBLIGATION TO YOU IF THIS
OFFERING IS CANCELED, OTHER THAN TO REFUND YOUR SUBSCRIPTION PAYMENTS.

     Neither we, nor the subscription agent, will have any obligation to you if
this offering is canceled, other than to refund your subscription payments,
without interest.

RISKS RELATING TO OUR BUSINESS

WE HAVE INCURRED OPERATING LOSSES FOR THE PAST THREE YEARS AND FACE UNCERTAINTY
IN OUR ABILITY TO ACHIEVE OPERATING PROFITS IN THE FUTURE.

     We have incurred substantial operating losses for the past three years.
Without giving effect to gains realized from the deconsolidation in 2002 of one
of our holdings, we suffered operating losses of $2.9 million, $832,000 and $3.3
million in 2004, 2003 and 2002, respectively. We are uncertain whether we will
be able to achieve or sustain operating profits in the future.

IF WE ARE UNABLE TO SECURE NECESSARY FINANCING, WE MAY NOT BE ABLE TO FUND OUR
OPERATIONS OR STRATEGIC GROWTH.

     In order to achieve our strategic business objectives, we will be required
to seek additional financing. Lynch Systems' credit facility with SunTrust Bank,
which was to have expired on August 31, 2005, has been extended to September 30,
2005. Lynch Systems has received a commitment letter from another bank for
financing to replace this facility, however, there can be no assurances that the
Company will be able to obtain new financing on these terms, or at all.
MtronPTI's bridge loan from First National Bank of Omaha is scheduled to mature
on October 14, 2005. MtronPTI is in negotiations to refinance this bridge loan,
however, there can be no assurances that the Company will be able to do so.
MtronPTI's revolving credit facility from First National Bank of Omaha is
scheduled to mature on May 31, 2006. Venator Merchant Fund, L.P.'s loan to the
Company is due on November 10, 2005 (or within seven days after demand).

     Under our existing credit facilities, we are required to obtain the
lenders' consent for most additional debt financing and to comply with other
covenants, including specific financial ratios. For example, we may require
further capital to continue to develop our technology and infrastructure and for
working capital purposes. In addition, future acquisitions would likely require
additional equity and/or debt financing. Our failure to secure additional
financing could have a material adverse effect on our continued development or
growth.

AS A HOLDING COMPANY, WE DEPEND ON THE OPERATIONS OF OUR SUBSIDIARIES TO MEET
OUR OBLIGATIONS.

     We are a holding company that transacts all of our business through
operating subsidiaries. Our primary assets are the common shares of our
operating subsidiaries. Our ability to meet our operating requirements and to


                                       6


make other payments depends on the surplus and earnings of our subsidiaries and
their ability to pay dividends or to advance or repay funds. Payments of
dividends and advances and repayments of inter-company debt by our subsidiaries
are restricted by our credit agreements.

WE MAY MAKE ACQUISITIONS THAT ARE NOT SUCCESSFUL OR FAIL TO PROPERLY INTEGRATE
ACQUIRED BUSINESSES INTO OUR OPERATIONS.

     We intend to explore opportunities to buy other businesses or technologies
that could complement, enhance or expand our current business or product lines
or that might otherwise offer us growth opportunities. We may have difficulty
finding such opportunities or, if we do identify such opportunities, we may not
be able to complete such transactions for reasons including a failure to secure
necessary financing.

     Any transactions that we are able to identify and complete may involve a
number of risks, including:

  o  the diversion of our management's attention from our existing business to
     integrate the operations and personnel of the acquired or combined business
     or joint venture;
  o  possible adverse effects on our operating results during the integration
     process;
  o  substantial acquisition related expenses, which would reduce our net income
     in future years;
  o  the loss of key employees and customers as a result of changes in
     management; and
  o  our possible inability to achieve the intended objectives of the
     transaction.

     In addition, we may not be able to successfully or profitably integrate,
operate, maintain and manage our newly acquired operations or employees. We may
not be able to maintain uniform standards, controls, procedures and policies,
and this may lead to operational inefficiencies.

PROVISIONS IN OUR CHARTER DOCUMENTS AND UNDER INDIANA LAW MAY PREVENT OR DELAY A
CHANGE OF CONTROL OF US AND COULD ALSO LIMIT THE MARKET PRICE OF OUR COMMON
SHARES.

     Provisions of our certificate of incorporation and bylaws, as well as
provisions of Indiana corporate law, may discourage, delay or prevent a merger,
acquisition or other change in control of our company, even if such a change in
control would be beneficial to our shareholders. These provisions may also
prevent or frustrate attempts by our shareholders to replace or remove our
management. These provisions include those:

  o  prohibiting our shareholders from fixing the number of our directors;
  o  requiring advance notice for shareholder proposals and nominations; and
  o  prohibiting shareholders from acting by written consent, unless unanimous.

     We are subject to certain provisions of the Indiana Business Corporation
Law, or IBCL, that limit business combination transactions with 10% shareholders
during the first five years of their ownership, absent approval of our board of
directors. The IBCL also contains control share acquisition provisions that
limit the ability of certain shareholders to vote their common shares unless
their control share acquisition was approved in advance by shareholders. These


                                       7


provisions and other similar provisions make it more difficult for shareholders
or potential acquirers to acquire us without negotiation and could limit the
price that investors are willing to pay in the future for our common shares.

COMPLIANCE WITH CHANGING REGULATION OF CORPORATE GOVERNANCE AND PUBLIC
DISCLOSURE WILL REQUIRE US EITHER TO INCUR ADDITIONAL EXPENSES OR CEASE TO BE A
REPORTING COMPANY.

     Keeping abreast of, and in compliance with, changing laws, regulations and
standards relating to corporate governance and public disclosure, including the
Sarbanes-Oxley Act of 2002, new SEC regulations and American Stock Exchange
rules, will require an increased amount of management attention and external
resources. We would be required to invest additional resources to comply with
evolving standards, which would result in increased general and administrative
expenses and a diversion of management time and attention from
revenue-generating activities to compliance activities.

     Our Board of Directors may determine that it is in the best interests of
shareholders to eliminate or reduce such expense by ceasing to be a reporting
company for purposes of the Securities Exchange Act of 1934, as amended. One
commonly used method, subject to shareholder approval, is to effect a reverse
share split to reduce the number of shareholders to fewer than 300, permitting
termination of registration. Under this method, shareholders who own less than
one whole common share following the reverse split would cease to be
shareholders and would receive a cash payment for their fractional shares. After
a reverse split, there might be no established trading market for our common
shares, although we expect that our common shares may then be quoted on the
"pink sheets."

WE MAY BE EXPOSED TO LIABILITY AS A RESULT OF BEING NAMED AS A DEFENDANT IN A
LAWSUIT BROUGHT UNDER THE SO-CALLED "QUI TAM" PROVISIONS OF THE FEDERAL FALSE
CLAIMS ACT.

     The Company, Lynch Interactive Corporation, which was formed via a tax-free
spin-off from Lynch Corporation on September 1, 1999 ("Lynch Interactive"), and
various other parties are defendants in a lawsuit brought under the so-called
"qui tam" provisions of the federal False Claims Act in the United States
District Court for the District of Columbia. The main allegation in the case is
that the defendants participated in the creation of "sham" bidding entities that
allegedly defrauded the U.S. Treasury Department by improperly participating in
Federal Communications Commission spectrum auctions restricted to small
businesses, and obtained bidding credits in other spectrum auctions allocated to
"small" and "very small" businesses. While the lawsuit seeks to recover an
unspecified amount of damages, which would be subject to mandatory trebling
under the statute, a report prepared for the relator (a private individual who
filed the action on behalf of the United States) in 2005 alleges damages of
approximately $91 million in respect of bidding credits, approximately $70
million in respect of government loans and approximately $206 million in respect
of subsequent resales of licenses, in each case prior to trebling. Although
Lynch Interactive is contractually bound to indemnify us for any losses or
damages we may incur as a result of this lawsuit, Lynch Interactive may lack the
capital resources to do so. As a result, we could be held liable and forced to
pay a significant amount of damages without recourse.

                                       8


WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON SHARES IN THE
FORESEEABLE FUTURE.

     We anticipate that all of our earnings will be retained for the development
of our business. The Board of Directors has adopted a policy of not paying cash
dividends on our common shares. We do not anticipate paying cash dividends on
our common shares in the foreseeable future.

THERE IS A LIMITED MARKET FOR OUR COMMON SHARES. OUR COMMON SHARE PRICE IS
LIKELY TO BE HIGHLY VOLATILE AND COULD DROP UNEXPECTEDLY.

     There is a limited public market for our common shares, and we cannot
assure you that an active trading market will develop. As a result of low
trading volume in our common shares, the purchase or sale of a relatively small
number of common shares could result in significant share price fluctuations.
Our share price may fluctuate significantly in response to a number of factors,
including the following, several of which are beyond our control:

  o  changes in financial estimates or investment recommendations by securities
     analysts relating to our common shares;
  o  loss of a major customer;
  o  announcements by us or our competitors of significant contracts,
     acquisitions, strategic partnerships, joint ventures or capital
     commitments; and
  o  changes in key personnel.

     In the past, securities class action litigation has often been brought
against a company following periods of volatility in the market price of its
securities. We could be the target of similar litigation in the future.
Securities litigation, regardless of merit or ultimate outcome, would likely
cause us to incur substantial costs, divert management's attention and
resources, harm our reputation in the industry and the securities markets and
reduce our profitability.

SECURITIES ANALYSTS MAY NOT INITIATE COVERAGE OF OUR COMMON SHARES OR MAY ISSUE
NEGATIVE REPORTS, AND THIS MAY HAVE A NEGATIVE IMPACT ON THE MARKET PRICE OF OUR
COMMON SHARES.

     We cannot assure you that securities analysts will initiate coverage and
publish research reports on us. It is difficult for companies with smaller
market capitalizations, such as us, to attract independent financial analysts
who will cover our common shares. If securities analysts do not, this lack of
research coverage may adversely affect the market price of our common shares.

IF WE ARE UNABLE TO INTRODUCE INNOVATIVE PRODUCTS, DEMAND FOR OUR PRODUCTS MAY
DECREASE.

     Our future operating results are dependent on our ability to continually
develop, introduce and market innovative products, to modify existing products,
to respond to technological change and to customize some of our products to meet
customer requirements. There are numerous risks inherent in this process,
including the risks that we will be unable to anticipate the direction of
technological change or that we will be unable to develop and market new
products and applications in a timely or cost-effective manner to satisfy
customer demand.

                                       9


OUR OPERATING RESULTS AND FINANCIAL CONDITION COULD BE MATERIALLY ADVERSELY
AFFECTED BY ECONOMIC, POLITICAL, HEALTH, REGULATORY AND OTHER FACTORS EXISTING
IN FOREIGN COUNTRIES IN WHICH WE OPERATE.

     As we have significant international operations, our operating results and
financial condition could be materially adversely affected by economic,
political, health, regulatory and other factors existing in foreign countries in
which we operate. Our international operations are subject to inherent risks,
which may materially adversely affect us, including:

  o  political and economic instability in countries in which our products are
     manufactured and sold;
  o  expropriation or the imposition of government controls;
  o  sanctions or restrictions on trade imposed by the United States government;
  o  export license requirements;
  o  trade restrictions;
  o  currency controls or fluctuations in exchange rates;
  o  high levels of inflation or deflation;
  o  greater difficulty in collecting our accounts receivable and longer payment
     cycles;
  o  changes in labor conditions and difficulties in staffing and managing our
     international operations; and
  o  limitations on insurance coverage against geopolitical risks, natural
     disasters and business operations.

     In addition, these same factors may also place us at a competitive
disadvantage when compared to some of our foreign competitors. In response to
competitive pressures and customer requirements, we may further expand
internationally at lower cost locations. If we expand into these locations, we
will be required to incur additional capital expenditures.

OUR BUSINESSES ARE CYCLICAL. THE RECENT DECLINE IN DEMAND IN THE ELECTRONIC
COMPONENT AND GLASS COMPONENT INDUSTRIES MAY CONTINUE, RESULTING IN ADDITIONAL
ORDER CANCELLATIONS AND DEFERRALS AND LOWER AVERAGE SELLING PRICES FOR OUR
PRODUCTS.

     Our subsidiaries sell to industries that are subject to cyclical economic
changes. The electronic component and glass component industries in general, and
specifically the Company, have for the past several years experienced a decline
in product demand on a global basis, resulting in order cancellations and
deferrals and lower average selling prices. This decline is primarily
attributable to a slowing of growth in the demand for components used by
telecommunications infrastructure manufacturers and newer technologies
introduced in the glass display industry. We cannot assure you that any expected
or perceived improvements in the economy and the electronic component and glass
component industry will occur. The slowdown may continue and may become more
pronounced. A slowdown in demand, as well as recessionary trends in the global
economy, make it more difficult for us to predict our future sales, which also
makes it more difficult to manage our operations.

                                       10


OUR MARKETS ARE HIGHLY COMPETITIVE, AND WE MAY LOSE BUSINESS TO LARGER AND
BETTER-FINANCED COMPETITORS.

     Our markets are highly competitive worldwide, with low transportation costs
and few import barriers. We compete principally on the basis of product quality
and reliability, availability, customer service, technological innovation,
timely delivery and price. All of the industries in which we compete have become
increasingly concentrated and globalized in recent years. Our major competitors,
some of which are larger than us, and potential competitors have substantially
greater financial resources and more extensive engineering, manufacturing,
marketing and customer support capabilities than we have.

OUR SUCCESS DEPENDS ON OUR ABILITY TO RETAIN OUR KEY MANAGEMENT AND TECHNICAL
PERSONNEL AND ATTRACTING, RETAINING, AND TRAINING NEW TECHNICAL PERSONNEL.

     Our future growth and success will depend in large part upon our ability to
retain our existing management and technical team and to recruit and retain
highly skilled technical personnel, including engineers. The labor markets in
which we operate are highly competitive and most of our operations are not
located in highly populated areas. As a result, we may not be able to retain and
recruit key personnel. Our failure to hire, retain or adequately train key
personnel could have a negative impact on our performance.

WE MAY NOT REALIZE THE SYNERGIES OR ACHIEVE THE INTENDED OBJECTIVES SOUGHT FROM
MTRON'S ACQUISITION OF PTI.

     Effective September 30, 2004, Mtron completed its acquisition of PTI. The
value of this acquisition is largely based on the synergies that we believe will
be created by the integration of these two companies. This process involves a
number of risks, including the diversion of our management's attention from our
existing business to integrate PTI's operations and personnel, and possible
adverse effects on our operating results during the integration process. In
addition, we may be unable to integrate, operate, maintain and manage PTI's
operations or employees. We also may not be able to maintain uniform standards,
controls, procedures and policies, and this may lead to operational
inefficiencies.

MTRONPTI'S BACKLOG MAY NOT BE INDICATIVE OF FUTURE SALES AND MAY ADVERSELY
AFFECT OUR BUSINESS.

     MtronPTI's backlog comprises orders that are subject to specific production
release orders under written contracts, oral and written orders from customers
with which MtronPTI has had long-standing relationships and written purchase
orders from sales representatives. MtronPTI's customers may order components
from multiple sources to ensure timely delivery when backlog is particularly
long and may cancel or defer orders without significant penalty. They often
cancel orders when business is weak and inventories are excessive, a phenomenon
that MtronPTI has experienced in the recent economic slowdown. As a result,
MtronPTI's backlog as of any particular date may not be representative of actual
net sales for any succeeding period.

                                       11


MTRONPTI RELIES UPON ONE CONTRACT MANUFACTURER FOR A SIGNIFICANT PORTION OF ITS
FINISHED PRODUCTS, AND A DISRUPTION IN ITS RELATIONSHIP COULD HAVE A NEGATIVE
IMPACT ON MTRONPTI'S SALES.

     In 2004, approximately 12% of MtronPTI's net sales was attributable to
finished products that were manufactured by an independent contract manufacturer
located in both Korea and China. We expect this manufacturer to account for a
smaller but substantial portion of MtronPTI's net sales in 2005 and a material
portion of MtronPTI's sales for the next several years. MtronPTI does not have a
written, long-term supply contract with this manufacturer. If this manufacturer
becomes unable to provide products in the quantities needed, or at acceptable
prices, MtronPTI would have to identify and qualify acceptable replacement
manufacturers or manufacture the products internally. Due to specific product
knowledge and process capability, MtronPTI could encounter difficulties in
locating, qualifying and entering into arrangements with replacement
manufacturers. As a result, a reduction in the production capability or
financial viability of this manufacturer, or a termination of, or significant
interruption in, MtronPTI's relationship with this manufacturer, may adversely
affect MtronPTI's results of operations and our financial condition.

CONTINUED MARKET ACCEPTANCE OF MTRONPTI'S PACKAGED QUARTZ CRYSTALS, OSCILLATOR
MODULES AND ELECTRONIC FILTERS IS CRITICAL TO OUR SUCCESS, BECAUSE FREQUENCY
CONTROL DEVICES ACCOUNT FOR NEARLY ALL OF MTRONPTI'S SALES.

     Virtually all of MtronPTI's 2003 and 2004 net sales came from sales of
frequency control devices, which consist of packaged quartz crystals, oscillator
modules and electronic filters. We expect that this product line will continue
to account for substantially all of MtronPTI's net sales for the foreseeable
future. Any decline in demand for this product line or failure to achieve
continued market acceptance of existing and new versions of this product line
may harm MtronPTI's business and our financial condition.

MTRONPTI'S FUTURE RATE OF GROWTH IS HIGHLY DEPENDENT ON THE DEVELOPMENT AND
GROWTH OF THE MARKET FOR COMMUNICATIONS AND NETWORK EQUIPMENT.

     MtronPTI's business depends heavily upon capital expenditures by the
providers of communications and network services. In 2004, the majority of
MtronPTI's net sales were to manufacturers of communications and network
infrastructure equipment, including indirect sales through distributors and
contract manufacturers. In 2005, MtronPTI expects a smaller but significant
portion of its net sales to be to manufacturers of communications and network
infrastructure equipment. MtronPTI intends to increase its sales to
communications and network infrastructure equipment manufacturers in the future.
Communications and network service providers have experienced periods of
capacity shortage and periods of excess capacity. In periods of excess capacity,
communications systems and network operators cut purchases of capital equipment,
including equipment that incorporates MtronPTI's products. A slowdown in the
manufacture and purchase of communications and network infrastructure equipment
could substantially reduce MtronPTI's net sales and operating results and
adversely affect our financial condition. Moreover, if the market for
communications or network infrastructure equipment fails to grow as expected,
MtronPTI may be unable to sustain its growth. In addition, MtronPTI's growth
depends upon the acceptance of its products by communications and network
infrastructure equipment manufacturers. If, for any reason, these manufacturers
do not find MtronPTI's products to be appropriate for their use, our future
growth will be adversely affected.

                                       12


COMMUNICATIONS AND NETWORK INFRASTRUCTURE EQUIPMENT MANUFACTURERS INCREASINGLY
RELY UPON CONTRACT MANUFACTURERS, THEREBY DIMINISHING MTRONPTI'S ABILITY TO SELL
ITS PRODUCTS DIRECTLY TO THOSE EQUIPMENT MANUFACTURERS.

     There is a growing trend among communications and network infrastructure
equipment manufacturers to outsource the manufacturing of their equipment or
components. As a result, MtronPTI's ability to persuade these original equipment
manufacturers to specify our products has been reduced and, in the absence of a
manufacturer's specification of MtronPTI's products, the prices that MtronPTI
can charge for them may be subject to greater competition.

MTRONPTI'S GOVERNMENT CONTRACTS CONTAIN PROVISIONS THAT ARE UNFAVORABLE TO IT
AND HAVE A NUMBER OF SPECIFIC RISKS THAT MAY RESULT IN LOST ORDERS AND PROFITS.

     Many of MtronPTI's contracts with government agencies contain provisions
that give the governments rights and remedies not typically found in private
commercial contracts, including provisions enabling the government to:

  o  terminate or cancel existing contracts without good reason or penalty;
  o  suspend MtronPTI from doing business with a foreign government or prevent
     MtronPTI from selling its products in certain countries;
  o  audit and object to MtronPTI's contract-related costs and expenses,
     including allocated indirect costs; and
  o  change specific terms and conditions in MtronPTI's contracts, including
     changes that would reduce the value of the contract to MtronPTI.

     MtronPTI's business generated from government contracts could be materially
and adversely affected if:

  o  MtronPTI's reputation or relationship with government agencies were
     impaired;
  o  MtronPTI were suspended or otherwise prohibited from contracting with a
     domestic or foreign government;
  o  any of MtronPTI's products were to fail to meet the requirements of certain
     applicable specified military standards;
  o  levels of government spending were to decrease;
  o  MtronPTI were barred from entering into new government contracts or
     extending existing government contracts based on violations or suspected
     violations of laws or regulations; or
  o  MtronPTI were not granted security clearances required to provide its
     services and solutions to governments, or such security clearances were
     revoked.

                                       13


FUTURE CHANGES IN MTRONPTI'S ENVIRONMENTAL LIABILITY AND COMPLIANCE OBLIGATIONS
MAY INCREASE COSTS AND DECREASE PROFITABILITY.

     MtronPTI's manufacturing operations, products and/or product packaging are
subject to environmental laws and regulations governing air emissions,
wastewater discharges, and the handling, disposal and remediation of hazardous
substances, wastes and other chemicals. In addition, more stringent
environmental regulations may be enacted in the future, and we cannot presently
determine the modifications, if any, in MtronPTI's operations that any future
regulations might require, or the cost of compliance that would be associated
with these regulations.

MTRONPTI MAY BE UNABLE TO MODIFY ITS PRODUCTS OR MAY INCUR INCREASED COSTS TO
MEET THE REQUIREMENTS OF THE EUROPEAN UNION'S RESTRICTION ON HAZARDOUS
SUBSTANCES DIRECTIVE.

     MtronPTI may be unable to modify its products or may incur increased costs
to meet the requirements of the European Union's Restriction on Hazardous
Substances Directive. If MtronPTI is unable to comply with these regulations, it
may not be permitted to ship its products to the European Union.

LYNCH SYSTEMS' REVENUE IS LARGELY DEPENDENT ON DEMAND FOR ITS TELEVISIONS AND
COMPUTER MONITORS BASED ON CATHODE-RAY TUBE TECHNOLOGY. THIS TECHNOLOGY WILL
EVENTUALLY BE REPLACED BY PLASMA AND LIQUID CRYSTAL DISPLAYS.

     Lynch Systems generates a significant portion of its revenue from sales to
glass producers that supply television and computer monitor displays that are
based on cathode-ray tube technology. This market is being rapidly penetrated by
thinner, lighter weight plasma displays and liquid crystal displays. Although
cathode-ray tube televisions and computer monitors currently retain advantages
in image quality and price, glass producers are investing billions of dollars to
improve the quality and lower the unit price of plasma, liquid crystal and other
display types. We believe that market penetration by plasma and liquid crystal
display producers will continue and eventually render obsolete cathode-ray tube
technology and this Lynch Systems product line.

LYNCH SYSTEMS' DEPENDENCE ON A FEW SIGNIFICANT CUSTOMERS EXPOSES IT TO OPERATING
RISKS.

     Lynch Systems' sales to its ten largest customers accounted for
approximately 80% of its net sales in 2004, 2003 and 2002. Lynch Systems' sales
to its largest customer accounted for approximately 36%, 42% and 27% of its net
sales in 2004, 2003 and 2002. If a significant customer reduces, delays or
cancels its orders for any reason, the business and results of operations of
Lynch Systems would be negatively affected.

AN ORDER TO BUILD MULTIPLE MACHINES IN THE FUTURE WITH A SIGNIFICANT CUSTOMER IN
THE TABLEWARE MARKET IS CONTINGENT UPON THE SUCCESSFUL INSTALLATION AND
OPERATION OF THE MACHINES CURRENTLY IN PRODUCTION.

     Lynch Systems has a significant order for glass manufacturing machines that
are scheduled to be shipped and installed in the customer's factories in 2005.
We expect that this contract will represent approximately 33% of Lynch Systems'
revenues in 2005. Many of these machines utilize new processes and require


                                       14


customer training. The ability of the customer's personnel and resources to
operate these machines successfully is critical. If the customer does not
realize the full benefit from these machines, new orders from this customer may
be canceled.

THE RESULTS OF LYNCH SYSTEMS' OPERATIONS ARE SUBJECT TO FLUCTUATIONS IN THE
AVAILABILITY AND COST OF STEEL USED TO MANUFACTURE GLASS FORMING EQUIPMENT.

     Lynch Systems uses large amounts of steel to manufacture its glass forming
equipment. The price of steel has risen substantially and demand for steel is
very high. Lynch Systems has only been able to pass some of the increased costs
to its customers. As a result, Lynch Systems' profit margins on glass forming
equipment have decreased. If the price of and demand for steel continues to
rise, our profit margins will continue to decrease.

LYNCH SYSTEMS MAY BE UNABLE TO PROTECT ITS INTELLECTUAL PROPERTY.

     The success of Lynch Systems' business depends, in part, upon its ability
to protect trade secrets, designs, drawings and patents, obtain or license
patents and operate without infringing on the intellectual property rights of
others. Lynch Systems relies on a combination of trade secrets, designs,
drawings, patents, nondisclosure agreements and technical measures to protect
its proprietary rights in its products and technology. The steps taken by Lynch
Systems in this regard may not be adequate to prevent misappropriation of its
technology. In addition, the laws of some foreign countries in which Lynch
Systems operates do not protect its proprietary rights to the same extent as do
the laws of the United States. Although Lynch Systems continues to evaluate and
implement protective measures, we cannot assure you that these efforts will be
successful. Lynch Systems' inability to protect its intellectual property rights
could diminish or eliminate the competitive advantages that it derives from its
technology, cause Lynch Systems to lose sales or otherwise harm its business.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus and documents incorporated by reference into this
prospectus contain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, that are not historical facts, but rather are
based on current expectations, estimates and projections about our business and
industry, our beliefs and assumptions. Words such as "anticipates," "expects,"
"intends," "plans," "believes," "seeks," "estimates," and variations of these
words and similar expressions are intended to identify forward-looking
statements. These statements are based on our current plans and expectations and
involve risks and uncertainties over which we have no control, that could cause
actual future activities and results of operations to be materially different
from those set forth in the forward-looking statements. Important factors that
could cause actual future activities and operating results to differ include
fluctuating demand for capital goods such as large glass presses, delay in the
recovery of demand for components used by telecommunications infrastructure
manufacturers and exposure to foreign economies. Important information regarding
risks and uncertainties is also set forth elsewhere in this document, including
in those described in "Risk Factors" beginning on page 4, as well as elsewhere
in this prospectus and in documents incorporated by reference into this
prospectus. You are cautioned not to place undue reliance on these


                                       15


forward-looking statements, which reflect our management's view only as of the
date of this prospectus or as of the date of any document incorporated by
reference into this prospectus. All subsequent written or oral forward-looking
statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements. We undertake no
obligation to update these statements or publicly release the results of any
revisions to the forward-looking statements that we may make to reflect events
or circumstances after the date of this prospectus or the date of any document
incorporated into this prospectus or to reflect the occurrence of unanticipated
events.

     You are also urged to carefully review and consider the various disclosures
made by us in this document, as well as in our prior periodic reports on Forms
10-K, 10-Q and 8-K, filed with the Securities and Exchange Commission and listed
under the caption "Incorporation by Reference" on page 31 of this prospectus.

     We make available, free of charge, our annual report on Form 10-K,
quarterly reports on Form 10-Q, and current reports on Form 8-K, if any.

     We also make this information available on our website at
WWW.LYNCHCORP.COM.

                   DESCRIPTION OF SECURITIES TO BE REGISTERED

     Our authorized capital consists of 10,000,000 common shares with a par
value of $.0.01 per share. As of August 31, 2005, there were approximately
1,616,026 common shares issued and outstanding. Additionally, there were 600,000
common shares reserved for issuance upon exercise of options granted or to be
granted pursuant our 2001 Equity Incentive Plan. The holders of our common
shares are entitled to one vote for each common share held of record on all
matters to be voted on by shareholders. The holders of our common shares are
entitled to receive such dividends, if any, as may be declared by the Board of
Directors in its discretion out of funds legally available. Upon liquidation or
dissolution of the Company, the holders of our common shares are entitled to
receive on a pro rata basis all assets remaining for distribution to
shareholders after the payment of debts and liquidation preferences on any
capital stock. Our common shares have no preemptive or other subscription rights
and there are no other conversion rights or redemption or sinking fund
provisions with respect to such common shares.

     The Company's Transfer Agent and Registrar is Mellon Investor Services LLC.

                                 USE OF PROCEEDS

     If all of the rights are exercised in full at $_______ per share, we would
receive net cash proceeds of approximately $_______ million, after payment of
fees and expenses. No discount or commission is payable in connection with any
such exercise.

     The funds, if any, received upon exercise of the rights will be used for
general corporate purposes, working capital and to make acquisitions, although
the Company has not identified any specific acquisitions at this time.

                                       16


                               THE RIGHTS OFFERING

     Our Board of Directors has proposed that we raise equity capital through
this offering to all of our shareholders. Through this prospectus, we are
offering common shares that rights holders may purchase upon exercising their
subscription rights.

SUBSCRIPTION RIGHTS

     BASIC SUBSCRIPTION PRIVILEGE. We will distribute to the holders of record
of our common shares, at the close of business on ___________, 2005, at no
charge, one transferable subscription right for each common share owned. The
subscription rights will be evidenced by Subscription Certificates. Every three
such rights will entitle the holder to subscribe for one common share. Assuming
that all rights are exercised, including those that may be exercised as a result
of the oversubscription privilege, an aggregate of approximately 538,676 common
shares will be sold. We will deliver to subscribers certificates representing
common shares purchased through the exercise of the basic subscription privilege
as soon as practicable after the expiration date, anticipated to be
approximately seven to 10 business days. You are not required to exercise any or
all of your subscription rights.

     If, pursuant to the exercise of subscription rights, the number of common
shares that a rights holder would be entitled to receive would result in receipt
of fractional shares, the aggregate number of common shares that the holder is
entitled to purchase will be rounded up to the nearest whole number. Rights
holders will not receive cash in lieu of fractional shares.

     OVERSUBSCRIPTION PRIVILEGE. Subject to the allocation described below, each
subscription right will include an oversubscription privilege to purchase
additional common shares that are not purchased by other rights holders pursuant
to the other rights holders' basic subscription privileges. A rights holder will
be entitled to exercise its oversubscription privilege only if it exercises its
basic subscription privilege in full. If the number of common shares remaining
after the exercise of all basic subscription privileges is not sufficient to
satisfy requests from all shareholders for common shares pursuant to
oversubscription privileges, you will be allocated additional common shares pro
rata, based on the number of common shares you purchased through the basic
subscription privilege in proportion to the total number of common shares that
you and other oversubscribing shareholders purchased through the basic
subscription privilege. Once you have exercised your oversubscription privilege,
you may not revoke your exercise.

     If you wish to exercise your oversubscription privilege, you should
indicate the number of additional common shares that you would like to purchase
in the space provided on your Subscription Certificate. When you send in your
Subscription Certificate, you must also send the full purchase price for the
number of additional common shares that you have requested to purchase (in
addition to the payment due for common shares purchased through your basic
subscription privilege). After all common shares requested pursuant to the basic
subscription privilege are allocated, a determination will be made as to the
number of common shares available for issuance under the oversubscription
privilege. For purposes of allocating the common shares under the
oversubscription privilege, there shall be calculated for each holder seeking to
exercise the oversubscription privilege a proration factor. This proration
factor will be based on the number of common shares purchased by a holder


                                       17


through the basic subscription privilege in proportion to the total number of
common shares purchased by all holders pursuant to the basic subscription
privilege. For each holder, this proration factor will be applied to the common
shares available for purchase upon exercise of the oversubscription privilege
and common shares will be allocated accordingly. This process will be repeated
until one of the following conditions is met: (i) all oversubscribing holders'
requests are filled, or (ii) there are no more common shares available for
allocation.

     As soon as practicable after the expiration date, Mellon Investor Services
LLC, acting as our subscription agent, will determine the number of common
shares that you may purchase pursuant to the oversubscription privilege. You
will receive certificates representing these common shares and a refund for any
excess subscription payments as soon as practicable after the expiration date,
anticipated to be approximately seven to 10 business days after the expiration
date. If you request and pay for more common shares than are allocated to you,
we will refund that overpayment, without interest. In connection with the
exercise of the oversubscription privilege, banks, brokers and other nominee
holders of subscription rights who act on behalf of beneficial owners will be
required to certify to us and to the subscription agent as to the aggregate
number of subscription rights that have been exercised, and the number of common
shares that are being requested through the oversubscription privilege, by each
beneficial owner on whose behalf the nominee holder is acting.

SUBSCRIPTION PRICE

     Three subscription rights plus $______ entitles the holder to purchase one
common share. The per share price represents a discount of ____ % from [the
closing sale price of our common shares on ____ __, 2005] [the average of the
closing sales prices of our common shares over the __-trading day period ending
_____ __, 2005]. The subscription price does not necessarily bear any
relationship to our past or expected future results of operations, cash flows,
current financial condition, or any other established criteria for value. No
change will be made to the cash subscription price by reason of changes in the
trading price of our common shares prior to the closing of this offering.

DETERMINATION OF SUBSCRIPTION PRICE

     Our Board of Directors set all of the terms and conditions of this
offering, including the subscription price. In establishing the subscription
price, our Board of Directors considered the following factors:

  o  strategic alternatives for capital raising,
  o  the market price of our common shares,
  o  the pricing of similar transactions,
  o  the amount of proceeds desired,
  o  our business prospects,
  o  our recent and anticipated operating results, and
  o  general conditions in the securities markets.

     We determined the subscription price after taking into account the
preceding factors. We did not seek or obtain any opinion of financial advisors
or investment bankers in establishing the subscription price for the offering.


                                       18


You should not consider the subscription price as an indication of the value of
our company or our common shares. We cannot assure you that you will be able to
sell common shares purchased during this offering at a price equal to or greater
than the subscription price. On _________, 2005, the closing sale price of our
common shares was $_____ per share.

EXPIRATION DATE, EXTENSIONS AND TERMINATION

     You may exercise your subscription right at any time before 5:00 p.m., New
York City time, on __________, 2005, the expiration date for this offering.
However, we may extend the offering period for exercising your subscription
rights in our sole discretion, but in no event by more than 15 additional days.
If you do not exercise your subscription rights before the expiration date, your
unexercised subscription rights will be null and void. We will not be obligated
to honor your exercise of subscription rights if the subscription agent receives
the documents relating to your exercise after the expiration date, regardless of
when you transmitted the documents, unless you have timely transmitted the
documents under the guaranteed delivery procedures described below.

     We have the sole discretion to extend the expiration date by giving oral or
written notice to the subscription agent on or before the scheduled expiration
date. If we elect to extend the expiration of this offering, we will issue a
press release announcing the extension no later than 9:00 a.m., New York City
time, on the next business day after the most recently announced expiration
date.

WITHDRAWAL AND AMENDMENT

     We reserve the right to withdraw or terminate this offering at any time for
any reason. In the event that this offering is withdrawn or terminated, all
funds received from subscriptions by shareholders will be returned as soon as
practicable, anticipated to be approximately three to five business days after
such date of such withdrawal or termination. Interest will not be payable on any
returned funds.

     We reserve the right to amend the terms of this offering. If we make an
amendment that we consider material, we will:

  o  mail notice of the amendment to all shareholders of record as of the record
     date;
  o  extend the expiration date by at least 10 days; and
  o  offer all subscribers no less than 10 days to revoke any subscription
     already submitted.

     The extension of the expiration date will not, in and of itself, be treated
as a material amendment for these purposes.

INTENTIONS OF THE COMPANY'S OFFICERS, DIRECTORS AND PRINCIPAL SHAREHOLDERS

     Our officers, directors and one of their affiliates have advised us that
they expect to exercise the basic subscription privilege under their rights and
may exercise their oversubscription privilege.

                                       19


METHOD OF SUBSCRIPTION - EXERCISE OF SUBSCRIPTION RIGHTS

     You may exercise your subscription rights by delivering the following to
the subscription agent, at or prior to 5:00 p.m., New York City time, on
______________, 2005, the date on which the rights expire:

  o  your properly completed and executed Subscription Certificate with any
     required signature guarantees or other supplemental documentation; and
  o  your full subscription price payment for each common share subscribed for
     under your basic subscription privilege and your oversubscription
     privilege.

     You should read and follow the Instructions for Use of Lynch Corporation
Subscription Certificates carefully.

SIGNATURE GUARANTEE MAY BE REQUIRED

     Your signature on each Subscription Certificate must be guaranteed by an
eligible institution such as a member firm of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc., or
from a commercial bank or trust company having an office or correspondent in the
United States, subject to standards and procedures adopted by the subscription
agent, unless:

  o  your Subscription Certificate provides that common shares are to be
     delivered to you as record holder of those subscription rights; or
  o  you are an eligible institution.

DELIVERY OF SUBSCRIPTION MATERIALS AND PAYMENT

     You should deliver your Subscription Certificate and payment of the
subscription price or, if applicable, Notice of Guaranteed Delivery for
Subscription Certificates, to the subscription agent by mail, by overnight
courier or by hand to:

BY UNITED STATES MAIL            BY OVERNIGHT COURIER:          BY HAND:
DELIVERY:

Mellon Investor Services LLC     Mellon Investor Services LLC   Mellon Investor Services LLC
Post Office Box 3301             85 Challenger Road - Mail      120 Broadway, 13th Floor
South Hackensack, NJ 07606       Drop - Reorg                   New York, NY 10271
Attn: Reorganization Department  Ridgefield Park, NJ 07660      Attn: Reorganization
                                 Attn: Reorganization           Department
                                 Department


     You are responsible for the method of delivery of your Subscription
Certificate(s) with your subscription price payment to the subscription agent.
If you send your Subscription Certificate(s) and subscription price payment by
mail, we recommend that you send them by registered mail, properly insured, with


                                       20


return receipt requested. You should allow a sufficient number of days to ensure
delivery to the subscription agent prior to the time this offering expires.

     DO NOT SEND YOUR SUBSCRIPTION CERTIFICATE(S) AND SUBSCRIPTION PRICE PAYMENT
TO THE COMPANY. Your delivery to an address other than the address set forth
above will not constitute valid delivery.

METHOD OF PAYMENT

     Your payment of the subscription price must be made in U.S. dollars for the
full number of common shares you are subscribing (or oversubscribing) for by
either bank draft (cashier's check) or certified check drawn upon a U.S. bank or
money order payable to the subscription agent.

PLEASE NOTE THAT COMMON SHARES MAY NOT BE PAID FOR BY UNCERTIFIED PERSONAL
CHECK.

RECEIPT OF PAYMENT

     Your payment will be considered received by the subscription agent only
upon receipt by the subscription agent of a certified check or bank draft drawn
upon a U.S. bank or a money order.

CALCULATION OF SUBSCRIPTION RIGHTS EXERCISED

     If you do not indicate the number of subscription rights being exercised,
or do not forward full payment of the total subscription price for the number of
subscription rights that you indicate are being exercised, then you will be
deemed to have exercised your basic subscription privilege with respect to the
maximum number of rights that may be exercised with the aggregate subscription
price payment you delivered to the subscription agent.

YOUR FUNDS WILL BE HELD BY THE SUBSCRIPTION AGENT UNTIL COMMON SHARES ARE ISSUED

     The subscription agent will hold your payment of the subscription price
payment in a segregated account with other payments received from other rights
holders until we issue your common shares to you. If this offering is not
completed, or we do not apply your full subscription price payment to your
purchase of common shares, the subscription agent will return as soon as
practicable, without interest, all excess subscription payments.

NO REVOCATION

     Once you have exercised your subscription privileges, you may not revoke
your exercise. Subscription rights not exercised prior to the expiration date of
this offering will expire.

TRANSFERABILITY OF RIGHTS

     The rights are transferable until the last business day prior to the
expiration date. A business day is a day on which the American Stock Exchange
trades. We have applied to list the rights and expect to be authorized for


                                       21


trading of the rights on the American Stock Exchange. Any commissions in
connection with the sale of rights will be paid by the selling rights holder. We
cannot assure that a market for the rights will develop, or the prices at which
rights may be sold if a market does develop.

     You may transfer all of the rights, including oversubscription rights,
evidenced by a single Subscription Certificate by signing the Subscription
Certificate for transfer in accordance with the appropriate form printed on the
Subscription Certificate. You may transfer a portion of the rights, including
oversubscription rights, evidenced by a single Subscription Certificate by
delivering to Mellon Investor Services LLC the Subscription Certificate properly
signed for transfer, with separate written instructions to register a portion of
the rights in the name of your transferee and to issue a new Subscription
Certificate to the transferee covering the transferred rights. In that event and
by appropriate written instructions, you may elect to receive a new Subscription
Certificate covering the rights you did not transfer.

     If you wish to transfer all or a portion of your rights, you should allow a
sufficient amount of time prior to the expiration time for:

  o  the transfer instructions to be received and processed by Mellon Investor
     Services LLC;
  o  new Subscription Certificates to be issued and transmitted; and
  o  the rights evidenced by the new Subscription Certificates to be exercised
     or sold by the intended recipients.

     It may require from two to 10 business days, or more, to complete transfers
of rights, depending upon how you deliver the Subscription Certificate and
payment and the number of transactions you request. Neither the Company nor the
subscription agent will be liable to you or any transferee of rights if
Subscription Certificates or any other required documents are not received in
time for exercise or sale prior to the expiration time.

     If you exercise or sell rights in part, a new Subscription Certificate for
the remaining rights will be issued to you only if the subscription agent
receives a properly endorsed Subscription Certificate from you no later than
5:00 p.m., Eastern Time, on the fifth business day prior to the expiration date.
The subscription agent will not issue new Subscription Certificates for
partially exercised or sold Subscription Certificates submitted after that time
and date. If you do submit a Subscription Certificate after that time and date,
you will not be able to exercise the unexercised or unsold rights.

     Unless you make other arrangements with the subscription agent, a new
Subscription Certificate issued after 5:00 p.m., Eastern Time, on the fifth
business day before the expiration date will be held for pick-up by you at:

                                Mellon Bank, N.A.
                          c/o Mellon Investor Services
                            120 Broadway, 13th Floor
                            New York, New York 10271
                         Attn: Reorganization Department



                                       22


     If you request a reissuance of a Subscription Certificate, the delivery of
that document will be at your risk.

ISSUANCE OF SHARE CERTIFICATES

     Share certificates for common shares purchased in this offering will be
issued as soon as practicable after the expiration date, anticipated to be
approximately seven to 10 business days after the expiration date. Our
subscription agent will deliver subscription payments to us only after
consummation of this offering and the issuance of share certificates to our
shareholders that exercised rights. Unless you instruct otherwise in your
Subscription Certificate form, common shares purchased by the exercise of
subscription rights will be registered in the name of the person exercising the
rights.

GUARANTEED DELIVERY PROCEDURES

     If you wish to exercise your subscription rights, but you do not have
sufficient time to deliver the Subscription Certificate evidencing your rights
to the subscription agent on or before the time your subscription rights expire,
you may exercise your subscription rights by the following guaranteed delivery
procedures:

  o  deliver your subscription price payment in full for each common share you
     subscribed for under your subscription privileges in the manner set forth
     in "Method of Payment" to the subscription agent on or prior to the
     expiration date;
  o  deliver the form entitled Notice of Guaranteed Delivery for Subscription
     Certificates, substantially in the form provided with the Instructions as
     to Use of Lynch Corporation Subscription Certificates distributed with your
     Subscription Certificates, on or prior to the expiration date; and
  o  deliver the properly completed Subscription Certificate evidencing your
     rights being exercised and the related nominee holder certification, if
     applicable, with any required signatures guaranteed, to the subscription
     agent within three business days following the expiration date.

     Your Notice of Guaranteed Delivery for Subscription Certificates must be
delivered in substantially the same form provided with the Instructions as to
Use of Lynch Corporation Subscription Certificates, which will be distributed to
you with your Subscription Certificate. Your Notice of Guaranteed Delivery for
Subscription Certificates must come from an eligible institution, or other
eligible guarantee institutions which are members of, or participants in, a
signature guarantee program acceptable to the subscription agent.

     In your Notice of Guaranteed Delivery for Subscription Certificates, you
must state:

  o  your name;
  o  the number of subscription rights represented by your Subscription
     Certificates and the number of common shares you are subscribing (and
     oversubscribing) for; and
  o  your guarantee that you will deliver to the subscription agent any
     Subscription Certificates evidencing the subscription rights you are
     exercising within three business days following the expiration date.

                                       23


     You may deliver your Notice of Guaranteed Delivery for Subscription
Certificates to the subscription agent in the same manner as your Subscription
Certificates at the address set forth above under "Delivery of Subscription
Materials and Payment." Alternately, on the expiration date ONLY, you may
transmit your Notice of Guaranteed Delivery for Subscription Certificates to the
subscription agent via facsimile transmission (Facsimile No.: 201-296-4293). ALL
FACSIMILE DELIVERIES MUST BE CONFIRMED. To confirm facsimile deliveries, you
must call 201-296-4860.

     Please call the information agent to request any additional copies of the
form of Notice of Guaranteed Delivery for Subscription Certificates you may
need.

DETERMINATIONS REGARDING THE EXERCISE OF YOUR SUBSCRIPTION RIGHTS

     We will decide all questions concerning the timeliness, validity, form and
eligibility of your exercise of your subscription rights and our determinations
will be final and binding. We, in our sole discretion, may waive any defect or
irregularity, or permit a defect or irregularity to be corrected within such
time as we may determine. Non-material defects or irregularities will be waived
provided that we can determine your intentions with respect to exercising your
rights. If there is any defect or irregularity that results in an ambiguity
regarding your intentions with respect to exercising your rights, such defect or
irregularity will not be waived. In such event, we will treat any identical
defects or irregularities the same way for all shareholders. We may reject the
exercise of any of your subscription rights because of any defect or
irregularity. We will not receive or accept any subscription until all
irregularities have been waived by us or cured by you within such time as we
decide, in our sole discretion.

     Neither we nor the subscription agent will be under any duty to notify you
of any defect or irregularity in connection with your submission of Subscription
Certificates and we will not be liable for failure to notify you of any defect
or irregularity. We reserve the right to reject your exercise of subscription
rights if your exercise is not in accordance with the terms of this offering or
in proper form. Under Section 18 of the Securities Act of 1933, as amended, our
common stock and the subscription rights offered hereby are exempt from state
regulation or "blue sky" laws because our common shares are listed on the
American Stock Exchange. If you are a foreign shareholder with a legal residence
outside of the United States, we will not accept your exercise of rights if our
issuance of common shares to you could be deemed unlawful under applicable law
or if compliance with applicable law would be materially burdensome to us.

     If you are given notice of a defect in your subscription, you will have
five business days after the giving of notice to correct it. You will not,
however, be allowed to cure any defect later than 5:00 p.m., New York City time,
on ________________, 2005. We will not consider an exercise to be made until all
defects have been cured or waived.

NOTICE TO BANKERS, TRUSTEES OR OTHER DEPOSITARIES

     If you are a broker, a trustee or a depositary for securities who holds
common shares for the account of others at the close of business on the record
date, you should notify the respective beneficial owners of such common shares
of this offering as soon as possible to find out their intentions with respect


                                       24


to exercising their subscription rights. You should obtain instructions from the
beneficial owners with respect to the subscription rights, as set forth in the
instructions we have provided to you for your distribution to beneficial owners.
If the beneficial owner so instructs, you should complete the appropriate
Subscription Certificates and submit them to the subscription agent with the
proper payment. If you hold common shares for the accounts of more than one
beneficial owner, you may exercise the number of subscription rights to which
all such beneficial owners in the aggregate otherwise would have been entitled
had they been direct record holders of our common shares on the record date,
provided that you, as a nominee record holder, make a proper showing to the
subscription agent by submitting the form entitled Nominee Holder Certification
which we will provide to you with your offering materials.

NOTICE TO BENEFICIAL OWNERS

     If you are a beneficial owner of our common shares or will receive your
subscription rights through a broker, custodian bank or other nominee, we will
ask your broker, custodian bank or other nominee to notify you of this offering.
If you wish to exercise your subscription rights, you will need to have your
broker, custodian bank or other nominee act for you. If you hold certificates of
our common shares directly and would prefer to have your broker, custodian bank
or other nominee exercise your subscription rights, you should contact your
nominee and request it to effect the transaction for you. To indicate your
decision with respect to your subscription rights, you should complete and
return to your broker, custodian bank or other nominee the form entitled
Beneficial Owner Election Form. You should receive this form from your broker,
custodian bank or other nominee with the other offering materials. If you wish
to obtain a separate Subscription Certificate, you should contact the nominee as
soon as possible and request that a separate Subscription Certificate be issued
to you.

COMMON SHARES OUTSTANDING AFTER THIS OFFERING

     Upon the issuance of the common shares offered in this offering (assuming
that all of the subscription rights are exercised), 2,154,702 common shares will
be issued and outstanding. This would represent an approximate 33% increase in
the number of outstanding common shares. If only 10% or 50% of the subscription
rights are exercised, then 1,669,894 and 1,885,364 common shares will be issued
and outstanding, respectively, which represents an approximate 3% and 17%
increase in the number of outstanding common shares, respectively.

SUBSCRIPTION AGENT

     We have appointed Mellon Investor Services LLC as subscription agent for
this offering. We will pay the fees and certain expenses of the subscription
agent, which we estimate will total approximately $__________. Under certain
circumstances, we may indemnify the subscription agent from certain liabilities
that may arise in connection with this offering.

INFORMATION AGENT

     We have appointed Mellon Investor Services LLC as information agent for
this offering. We will pay the fees and certain expenses of the information
agent, which we estimate will total approximately $__________. Under certain
circumstances, we may indemnify the information agent from certain liabilities
that may arise in connection with this offering.

                                       25


FEES AND EXPENSES

     Other than for fees charged by the information agent and the subscription
agent, you are responsible for paying any other commissions, fees, taxes or
other expenses incurred in connection with the exercise of the subscription
rights. Neither we, the information agent nor the subscription agent will pay
such expenses.

NO BOARD RECOMMENDATION

     An investment in our common shares must be made according to each
investor's evaluation of its own best interests. Accordingly, our Board of
Directors makes no recommendation to rights holders regarding whether they
should exercise their subscription rights. Our officers, directors and one of
their affiliates have advised us that they expect to exercise the basic
subscription privilege under their rights and may exercise their
oversubscription privilege. John C. Ferrara (Chief Executive Officer and
Director), Marc Gabelli (Chairman of the Board of Directors and 5% holder), E.
Val Cerutti (Director), Avrum Gray (Director), Anthony R. Pustorino (Director)
and Eugene Hynes (Vice President) collectively beneficially own 349,198 common
shares or 21.6% of the common shares outstanding as of August 31, 2005. Assuming
that each of the persons mentioned above exercises his basic subscription
privilege in full, they will collectively own an additional 116,401 common
shares, or a total of 465,599 common shares after this offering is completed.

IF YOU HAVE QUESTIONS ABOUT EXERCISING RIGHTS

     If you have questions or need assistance concerning the procedure for
exercising subscription rights, or if you would like additional copies of this
prospectus or other forms related to this offering, you should contact the
information agent at the following address and telephone number:

BY UNITED STATES MAIL            BY OVERNIGHT COURIER:          BY HAND:
DELIVERY:

Mellon Investor Services LLC     Mellon Investor Services LLC   Mellon Investor Services LLC
Post Office Box 3301             85 Challenger Road - Mail      120 Broadway, 13th Floor
South Hackensack, NJ 07606       Drop - Reorg                   New York, NY 10271
Attn: Reorganization Department  Ridgefield Park, NJ 07660      Attn: Reorganization
                                 Attn: Reorganization           Department
                                 Department



                       Toll Free Telephone: (866) 340-1578
                Direct Line for Banks and Brokers: (201) 373-5156



                                       26


             MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

     The following discussion is a summary of the material U.S. federal income
tax consequences of (i) the dividend by us of subscription rights to holders of
common shares that hold such common shares as a capital asset for federal income
tax purposes, and (ii) the exercise of such rights. This discussion is based on
laws, regulations, rulings and decisions in effect on the date of this
prospectus, all of which are subject to change (possibly with retroactive
effect) and to differing interpretations. This discussion applies only to
holders that are U.S. persons, which is defined as a citizen or resident of the
United States, a domestic partnership, a domestic corporation, any estate (other
than a foreign estate), and any trust so long as a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more U.S. persons have the authority to control all substantial
decisions of the trust. Generally, for federal income tax purposes an estate is
classified as a "foreign estate" based on the location of the estate assets, the
country of the estate's domiciliary administration, and the nationality and
residency of the domiciliary's personal representative.

     This discussion does not address all aspects of federal income taxation
that may be relevant to holders in light of their particular circumstances or to
holders who may be subject to special tax treatment under the Internal Revenue
Code of 1986, as amended, including holders of options or warrants, holders who
are dealers in securities or foreign currency, foreign persons (defined as all
persons other than U.S. persons), insurance companies, tax-exempt organizations,
banks, financial institutions, broker-dealers, holders who hold common shares as
part of a hedge, straddle, conversion or other risk reduction transaction, or
who acquired common shares pursuant to the exercise of compensatory share
options or warrants or otherwise as compensation.

     We have not sought, and will not seek, an opinion of counsel or a ruling
from the Internal Revenue Service regarding the federal income tax consequences
of the distribution of the rights or the related share issuance. The following
summary does not address the tax consequences of the distribution of the rights
or the related share issuance under foreign, state, or local tax laws.
ACCORDINGLY, EACH HOLDER OF COMMON SHARES SHOULD CONSULT ITS OWN TAX ADVISOR
WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE DISTRIBUTION OF THE
RIGHTS OR THE RELATED COMMON SHARE ISSUANCE TO SUCH HOLDER.

     The federal income tax consequences for a holder of common shares on the
receipt of subscription rights and the exercise of such rights are as follows:

  o  A holder will not recognize taxable income for federal income tax purposes
     in connection with the receipt of subscription rights.

  o  Except as provided in the following sentence, the tax basis of the
     subscription rights received by a holder will be zero. If either (i) the
     fair market value of the subscription rights on the date such subscription
     rights are distributed is equal to at least 15% of the fair market value on
     such date of the common shares with respect to which the subscription
     rights are received or (ii) the holder irrevocably elects, by attaching a
     statement to its federal income tax return for the taxable year in which


                                       27


     the subscription rights are received, to allocate part of the tax basis of
     such common shares to the subscription rights, then upon exercise of the
     subscription rights, the holder's tax basis in the common shares will be
     allocated between the common shares and the subscription rights in
     proportion to their respective fair market values on the date the
     subscription rights are distributed. A holder's holding period for the
     subscription rights received will include the holder's holding period for
     the common shares with respect to which the subscription rights were
     received. We intend to notify the holders whether the fair market value of
     the subscription rights will equal or exceed 15% of the fair market value
     of the common shares to which the subscription rights relate and the fair
     market value of those subscription rights. Notification will be made by
     written communication that will be included with the share certificates
     that are mailed to those holders who exercise their subscription rights.
     Holders should be aware that the Internal Revenue Service is not bound by
     our valuation of the subscription rights.

  o  A holder that sells the subscription rights will recognize capital gain or
     loss, depending on the amount realized upon the sale and the holder's tax
     basis (if any) in the subscription rights. The gain or loss will be
     long-term or short-term depending on the holder's holding period for the
     subscription rights (discussed above).

  o  A holder that allows the subscription rights received to expire will not
     recognize any gain or loss, and the tax basis of the common shares owned by
     such holder with respect to which such subscription rights were distributed
     will be equal to the tax basis of such common shares immediately before the
     receipt of the subscription rights.

  o  A holder will not recognize any gain or loss upon the exercise of the
     subscription rights.

  o  The tax basis of the common shares acquired through exercise of the
     subscription rights will equal the sum of the subscription price for the
     common shares and the holder's tax basis, if any, in the subscription
     rights as described above.

  o  The holding period for the common shares acquired through exercise of the
     subscription rights will begin on the date the subscription rights are
     exercised.

     Holders who exercise their subscription rights will be required to furnish
a Substitute Form W-9 (which appears as part of the Subscription Certificate) to
avoid the imposition of the 28% backup withholding tax.

                              PLAN OF DISTRIBUTION

     We are offering our common shares underlying the rights directly to you. We
have not employed any brokers, dealers or underwriters in connection with the
solicitation or exercise of subscription rights in this offering and no
commissions, fees or discounts will be paid in connection with this offering.
Mellon Investor Services LLC is acting as our subscription agent to effect the
exercise of the rights and the issuance of the underlying common shares.
Therefore, we anticipate that our officers' and employees' role will be limited
to:

                                       28


  o  Responding to inquiries of potential purchasers, provided the response is
     limited to information contained in the registration statement of which
     this prospectus is a part; and

  o  Ministerial and clerical work involved in effecting transactions pertaining
     to the sale of common shares underlying the rights.

     We intend to distribute and deliver this prospectus by hand or by mail
only, and not by electronic delivery. Also, we intend to use printed
prospectuses only, and not any other forms of prospectus.

     We have distributed to the holders of record of our common shares, at the
close of business on __________, 2005, at no charge, one transferable
subscription right for each common share they own. Every three such rights will
entitle the holder thereof to subscribe for a right to purchase one of our
common shares at a subscription price of $_____ per share. You may exercise any
number of your subscription rights, or you may choose not to exercise any
subscription rights. We will not distribute any fractional common shares or pay
cash in lieu of fractional common shares, but will round up the aggregate number
of common shares you are entitled to receive to the nearest whole number.

     We do not expect that all of our shareholders will exercise all of their
basic subscription privileges. By extending oversubscription privileges to our
shareholders, we are providing shareholders that exercise all of their basic
subscription privileges with the opportunity to purchase those common shares
that are not purchased by other shareholders.

     If you wish to exercise your oversubscription privilege, you should
indicate the number of additional common shares that you would like to purchase
in the space provided on your Subscription Certificate. When you send in your
Subscription Certificate, you must also send the full purchase price for the
number of additional common shares that you have requested to purchase (in
addition to the payment due for common shares purchased through your basic
subscription privilege). If the number of common shares remaining after the
exercise of all basic subscription privileges is not sufficient to satisfy all
requests for common shares pursuant to oversubscription privileges, you will be
allocated additional common shares pro rata (subject to elimination of
fractional common shares), based on the number of common shares you purchased
through the basic subscription privilege in proportion to the total number of
common shares that you and other oversubscribing shareholders purchased through
the basic subscription privilege. However, if your pro rata allocation exceeds
the number of common shares you requested on your Subscription Certificate, then
you will receive only the number of common shares that you requested, and the
remaining common shares from your pro rata allocation will be divided among
other rights holders exercising their oversubscription privileges.

     As soon as practicable after the expiration date, Mellon Investor Services
LLC, acting as our subscription agent, and we will determine the number of
common shares that you may purchase pursuant to the oversubscription privilege.
You will receive certificates representing these common shares as soon as
practicable after the expiration date, anticipated to be approximately seven to
10 business days after the expiration date. If you request and pay for more
common shares than are allocated to you, we will refund that overpayment,
without interest. In connection with the exercise of the oversubscription
privilege, banks, brokers and other nominee holders of subscription rights who
act on behalf of beneficial owners will be required to certify to us and to the


                                       29


subscription agent as to the aggregate number of subscription rights that have
been exercised, and the number of common shares that are being requested through
the oversubscription privilege, by each beneficial owner on whose behalf the
nominee holder is acting.

     We will pay Mellon Investor Services LLC, as the information agent, a fee
of approximately $______ plus expenses, and as the subscription agent, a fee of
approximately $________ plus expenses, for its services in connection with this
offering. We also have agreed to indemnify, under certain circumstances, Mellon
Investor Services LLC, in its capacity as information agent and subscription
agent, from any liability it may incur in connection with this offering.

     Our subscription rights will be listed on the American Stock Exchange under
the symbol "LGL.RT." Our common shares issued upon the exercise of subscription
rights will be listed on the American Stock Exchange under the symbol "LGL," the
same symbol under which our currently outstanding common shares now trade.

                                  LEGAL MATTERS

     The validity of the common shares offered hereby has been passed upon by
Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th
Street, New York, New York 10022.

                                     EXPERTS

     Ernst & Young LLP, independent registered public accounting firm, has
audited our consolidated financial statements and schedules included in our
Annual Report on Form 10-K for the year ended December 31, 2004, as set forth in
their report, which is incorporated by reference in this registration statement.
Our financial statements and schedules are incorporated by reference in reliance
on Ernst & Young LLP's report, given on their authority as experts in accounting
and auditing.

                   INFORMATION WITH RESPECT TO THE REGISTRANT

     This prospectus is accompanied by a copy of our latest Annual Report on
Form 10-K and Quarterly Report on Form 10-Q.

                       WHERE YOU CAN FIND MORE INFORMATION

     We have filed a registration statement on Form S-2 with the SEC for our
common shares offered in this offering. This prospectus does not contain all the
information set forth in the registration statement. You should refer to the
registration statement and its exhibits for additional information. Whenever we
make references in this prospectus to any of our contracts, agreements or other
documents, the references are not necessarily complete and you should refer to
the exhibits attached to the registration statement for the copies of the actual
contract, agreement or other document.

                                       30


     The SEC maintains an Internet site at http://www.sec.gov that contains
reports, proxy and information statements, and other information regarding us.
You may also read and copy any document we file with the SEC at its Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the operation of the Public
Reference Room.

     Our common shares are listed on the American Stock Exchange and our reports
and other information about us may also be inspected at the offices of the
American Stock Exchange at 86 Trinity Place, New York, New York 10006.
Additional information about us is available over the Internet at our web site
at WWW.LYNCHCORP.COM.

                           INCORPORATION BY REFERENCE

     The following documents filed by us with the SEC are incorporated by
reference in this prospectus:

(1)  Our Annual Report on Form 10-K for the fiscal year ended December 31, 2004;
(2)  Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
     2005;
(3)  Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
     2005;
(4)  Our Current Report on Form 8-K/A filed on January 3, 2005;
(5)  Our Current Report on Form 8-K filed on January 4, 2005;
(6)  Our Current Report on Form 8-K filed on April 29, 2005;
(7)  Our Current Report on Form 8-K filed on May 16, 2005;
(8)  Our Current Report on Form 8-K filed on July 6, 2005; and
(9)  Our Current Report on Form 8-K filed on August 30, 2005.

     You may request a copy of these filings (excluding the exhibits to such
filings that we have not specifically incorporated by reference in such filings)
at no cost, by writing or telephoning us as follows:

                                Lynch Corporation
                         140 Greenwich Avenue, 4th Floor
                          Greenwich, Connecticut 06830
                              Attention: Secretary
                                 (203) 622-1150



                                       31



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following table sets forth the various expenses that will be paid by us
in connection with the securities being registered. With the exception of the
Securities and Exchange Commission ("SEC") registration fee and the American
Stock Exchange ("AMEX") listing fee, all amounts shown are estimates.

SEC registration fee........................................  $      525.60
AMEX listing fee............................................  $   10,783.52
Printing and engraving......................................  $   30,000.00
Legal fees and expenses (including Blue Sky fees)...........  $   50,000.00
Accounting Fees and Expenses................................  $   10,000.00
Miscellaneous...............................................  $    5,000.00
Subscription Agent..........................................  $   30,000.00
Information Agent...........................................  $   10,000.00
                                                            ------------------
            Total...........................................  $  146,309.12

ITEM 15.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Except as hereinafter set forth, there is no statute, charter provision,
by-law, contract or other arrangement under which any controlling person,
director or officer of the Company is insured or indemnified in any manner
against liability which he may incur in his capacity as such.

     Article VI, Section 6.2 of Registrant's Restated Articles of Incorporation
provides that to the extent not inconsistent with applicable law, every director
and officer shall be indemnified by Registrant against all liability and
reasonable expense that may be incurred by such director or officer in
connection with or resulting from any claim, (i) if such director or officer is
wholly successful with respect to the claim, or (ii) if not wholly successful,
then if such director or officer is determined to have acted in good faith, in
what the director or officer reasonably believed to be the best interests of
Registrant or at least not opposed to its best interest and, in addition, with
respect to any criminal claim is determined to have had reasonable cause to
believe that his conduct was lawful or had no reasonable cause to believe that
his conduct was unlawful. The termination of any claim, by judgment, order,
settlement (whether with or without court approval), or conviction or upon a
plea of guilty or of nolo contendere, or its equivalent, shall not create a
presumption that a director or officer did not meet the standards of conduct set
forth in clause (ii) hereof. For a more detailed description, reference is made
to Article VI, Section 6.2 of the Registrant's Restated Articles of
Incorporation filed as Exhibit 3(a) hereto which contains certain
indemnification provisions pursuant to authority contained in the Indiana
Business Corporation Law.

     Registrant's directors and officers are also covered under Registrant's
directors and officers insurance policy up to a maximum of $10 million.

                                       II-1


     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

     The following sections of Chapter 37 of the Indiana Business Corporation
Law provide as follows:

Section 23-1-37-8  Permissive Indemnification

     (a) A corporation may indemnify an individual made a party to a proceeding
because the individual is or was a director against liability incurred in the
proceeding if:

     (1) the individual's conduct was in good faith; and

     (2) the individual reasonably believed:

          (A)  in the case of conduct in the individual's official capacity with
the corporation, that the individual's conduct was in its best interests; and

          (B)  in all other cases, that the individual's conduct was at least
not opposed to its best interests; and

     (3) in the case of any criminal proceeding, the individual either:

          (A)  had reasonable cause to believe the individual's conduct was
lawful; or

          (B)  had no reasonable cause to believe the individual's conduct was
unlawful.

     (b)  A director's conduct with respect to an employee benefit plan for a
purpose the director reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subsection (a)(2)(B).

     (c)  The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.

Section 23-1-37-9  Mandatory Indemnification

     Unless limited by its articles of incorporation, a corporation shall
indemnify a director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which the director was a party because the
director is or was a director of the corporation against reasonable expenses
incurred by the director in connection with the proceeding.

Section 23-1-37-10  Advance Indemnification

     (a)  A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of final
disposition of the proceeding if:

                                      II-2


     (1) the director furnishes the corporation a written affirmation of the
director's good faith belief that the director has met the standard of conduct
described in section 8 of this chapter;

     (2) the director furnishes the corporation a written undertaking, executed
personally or on the director's behalf, to repay the advance if it is ultimately
determined that the director did not meet the standard of conduct; and

     (3) a determination is made that the facts then known to those making the
determination would not preclude indemnification under this chapter.

     (b) The undertaking required by subsection (a)(2) must be an unlimited
general obligation of the director but need not be secured and may be accepted
without reference to financial ability to make repayment.

     (c) Determinations and authorizations of payments under this section shall
be made in the manner specified in section 12 of this chapter.

Section 23-1-37-11  Application for Indemnification

     Unless a corporation's articles of incorporation provide otherwise, a
director of the corporation who is a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court after giving any
notice the court considers necessary may order indemnification if it determines:

     (1) the director is entitled to mandatory indemnification under section 9
of this chapter, in which case the court shall also order the corporation to pay
the director's reasonable expenses incurred to obtain court-ordered
indemnification; or

     (2) the director is fairly and reasonably entitled to indemnification in
view of all the relevant circumstances, whether or not the director met the
standard of conduct set forth in section 8 of this chapter.

Section 23-1-37-12  Procedure for Determining Indemnification

     (a) A corporation may not indemnify a director under section 8 of this
chapter unless authorized in the specific case after a determination has been
made that indemnification of the director is permissible in the circumstances
because the director has met the standard of conduct set forth in section 8 of
this chapter.

     (b) The determination shall be made by any one (1) of the following
procedures:

          (1)  By the board of directors by majority vote of a quorum consisting
of directors not at the time parties to the proceeding.

          (2)  If a quorum cannot be obtained under subdivision (1), by majority
vote of a committee duly designated by the board of directors (in which
designation directors who are parties may participate), consisting solely of two
(2) or more directors not at the time parties to the proceeding.

                                      II-3


          (3)  By special legal counsel:

               (A)  selected by the board of directors or its committee in the
manner prescribed in subdivision (1) or (2); or

               (B)  if a quorum of the board of directors cannot be obtained
under subdivision (1) and a committee cannot be designated under subdivision
(2), selected by majority vote of the full board of directors (in which
selection directors who are parties may participate).

          (4)  By the shareholders, but common shares owned by or voted under
the control of directors who are at the time parties to the proceeding may not
be voted on the determination.

     (d)  Authorization of indemnification and evaluation as to reasonableness
of expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(b)(3) to select counsel.

Section 23-1-37-13  Indemnification of Officers, Agents and Employees

     Unless a corporation's articles of incorporation provide otherwise:

     (1) an officer of the corporation, whether or not a director, is entitled
to mandatory indemnification under section 9 of this chapter, and is entitled to
apply for court-ordered indemnification under section 11 of this chapter, in
each case to the same extent as a director;

     (2) the corporation may indemnify and advance expenses under this chapter
to an officer, employee, or agent of the corporation, whether or not a director,
to the same extent as to a director; and

     (3) a corporation may also indemnify and advance expenses to an officer,
employee, or agent, whether or not a director, to the extent, consistent with
public policy, that may be provided by its articles of incorporation, bylaws,
general or specific action of its board of directors, or contract.

Section 23-1-37-14  Insurance

     A corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, or agent of the
corporation, or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, member, manager, trustee, employee, or agent of another
foreign or domestic corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan, or other enterprise, against liability
asserted against or incurred by the individual in that capacity or arising from
the individual's status as a director, officer, member, manager, employee, or
agent, whether or not the corporation would have power to indemnify the
individual against the same liability under section 8 or 9 of this chapter. The:

                                      II-4


     (1) corporation may purchase insurance under this section from; and

     (2) insurance purchased under this section may be reinsured in whole or in part
by;

an insurer that is owned by or otherwise affiliated with the corporation whether
the insurer does or does not do business with other persons.

Section 23-1-37-15  Indemnification Under Chapter Not Exclusive

     (a) The indemnification and advance for expenses provided for or authorized
by this chapter does not exclude any other rights to indemnification and advance
for expenses that a person may have under:

     (1) a corporation's articles of incorporation or bylaws;

     (2) a resolution of the board of directors or of the shareholders; or

     (3) any other authorization, whenever adopted, after notice, by a majority
vote of all the voting common shares then issued and outstanding.

     (b) If the articles of incorporation, bylaws, resolutions of the board of
directors or of the shareholders, or other duly adopted authorization of
indemnification or advance for expenses limit indemnification or advance for
expenses, indemnification and advance for expenses are valid only to the extent
consistent with the articles, bylaws, resolution of the board of directors or of
the shareholders, or other duly adopted authorization of indemnification or
advance for expenses.

     (c) This chapter does not limit a corporation's power to pay or reimburse
expenses incurred by a director, officer, employee, or agent in connection with
the person's appearance as a witness in a proceeding at a time when the person
has not been made a named defendant or respondent to the proceeding.

ITEM 16.    EXHIBITS.

Exhibit
  No.                       Description
- -------                     -----------

 3(a)   Restated Articles of Incorporation of the Company (incorporated by
        reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K
        for the period ended December 31, 2004).
  (b)   Articles of Amendment of the Articles of Incorporation of the Company
        (incorporated by reference to Exhibit 3(b) to the Company's Annual
        Report on Form 10-K for the period ended December 31, 2004).
  (c)   By-laws of the Company (incorporated by reference to Exhibit 3.1 to
        the Company's Current Report on Form 8-K dated December 22, 2004).
 5*     Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.


                                      II-5


10(a)   Lynch Corporation 401(k) Savings Plan (incorporated by reference to
        Exhibit 10(b) to the Company's Annual Report on Form 10-K for the
        period ended December 31, 1995).
  (b)   Directors Stock Plan (incorporated by reference to Exhibit 10(o) to
        the Company's Form 10-K for the year ended December 31, 1997).
  (c)   Lynch Corporation 2001 Equity Incentive Plan adopted December 10, 2001
        (incorporated by reference to Exhibit 10(y) to the Company's Form 10-K
        for the year ended December 31, 2001).
  (d)   Amended and Restated Credit Agreement by and between Lynch Systems,
        Inc. and SunTrust Bank dated as of June 10, 2002 (incorporated by
        reference to Exhibit 10(z) to the Company's Form 10-K for the year
        ended December 31, 2002).
  (e)   Unlimited Continuing Guaranty Agreement by Guarantor, Lynch
        Corporation, dated June 10, 2002 (incorporated by reference to Exhibit
        10(aa) to the Company's Form 10-K for the year ended December 31,
        2002).
  (f)   First Amendment and Waiver to Amended and Restated Credit Agreement
        between Lynch Systems, Inc. and SunTrust Bank dated May 30, 2003
        (incorporated by reference to Exhibit 10(ee) to the Company's Form
        10-Q for the period ending June 30, 2003).
  (g)   Term Loan Promissory Note between Lynch Systems, Inc. and SunTrust
        Bank dated August 4, 2003 (incorporated by reference to Exhibit 10(ff)
        to the Company's Form 10-Q for the period ending June 30, 2003).
  (h)   Second Amendment to Security Deed and Agreement dated August 4, 2003
        between Lynch Systems, Inc. and SunTrust Bank (incorporated by
        reference to Exhibit 10(gg) to the Company's Form 10-Q for the period
        ending June 30, 2003).
  (i)   Mortgage dated October 21, 2002 by Mortgagor, Mtron Industries, Inc.,
        to Mortgagee, Yankton Area Progressive Growth, Inc. (incorporated by
        reference to Exhibit 10(hh) to the Company's Annual Report on Form
        10-K for the year ended December 31, 2003).
  (j)   Promissory Note between Mtron Industries, Inc. and Yankton Area
        Progressive Growth, Inc., dated October 21, 2002 (incorporated by
        reference to Exhibit 10(ii) to the Company's Annual Report on Form
        10-K for the year ended December 31, 2003).
  (k)   Standard Loan Agreement by and between Mtron Industries, Inc. and
        Areawide Business Council, Inc., dated October 10, 2002 and Exhibits
        thereto (incorporated by reference to Exhibit 10(jj) to the Company's
        Annual Report on Form 10-K for the year ended December 31, 2003).
  (l)   Loan Agreement by and between Mtron Industries, Inc. and South Dakota
        Board of Economic Development, dated December 19, 2002 (incorporated
        by reference to Exhibit 10(kk) to the Company's Annual Report on Form
        10-K for the year ended December 31, 2003).
  (m)   Promissory Note between Mtron Industries, Inc. and South Dakota Board
        of Economic Development, dated December 19, 2002 (incorporated by
        reference to Exhibit 10(ll) to the Company's Annual Report on Form
        10-K for the year ended December 31, 2003).
  (n)   Employment Agreement by and between Mtron Industries, Inc. and South
        Dakota Board of Economic Development, dated December 19, 2002
        (incorporated by reference to Exhibit 10(mm) to the Company's Annual
        Report on Form 10-K for the year ended December 31, 2003).


                                      II-6


  (o)   Loan Agreement by and among Mtron Industries, Inc., Piezo Technology,
        Inc. and First National Bank of Omaha (incorporated by reference to
        Exhibit 10.1 to the Company's Current Report on Form 8-K dated October
        20, 2004).
  (p)   Unconditional Guaranty for Payment and Performance with First National
        Bank of Omaha (incorporated by reference to Exhibit 10.2 to the
        Company's Current Report on Form 8-K dated October 20, 2004).
  (q)   Registration Rights Agreement by and between the Company and Venator
        Merchant Fund, L.P. dated October 15, 2004 (incorporated by reference
        to Exhibit 10.4 to the Company's Current Report on Form 8-K dated
        October 20, 2004).
13(a)   Annual Report to Shareholders for the year ended December 31, 2004.
  (b)   Form 10-Q for the quarter ended June 30, 2005.
23(a)*  Consent of Independent Registered Public Accounting Firm - Ernst &
        Young LLP.
  (b)*  Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP (included in
        Exhibit 5)
24*     Powers of Attorney.
99(a)** Form of Instructions for Use of Lynch Corporation Subscription
        Certificates.
  (b)** Form of Notice of Guaranteed Delivery for Subscription Certificates.
  (c)** Form of Letter to Shareholders.
  (d)** Form of Letter to Securities Dealers, Commercial Banks, Trust
        Companies and Other Nominees.
  (e)** Form of Letter to Clients of Security Holders Who Are Beneficial
        Holders.
  (f)** Form of Nominee Holder Certification Form.
  (g)** Beneficial Owner Election Form.
  (h)** Guidelines for Certification of Taxpayer Identification Number on
        Substitute Form W-9.
  (i)*  Form of Subscription and Information Agent Agreement between Lynch
        Corporation and Mellon Bank, N.A.
  (j)*  Form of Subscription Certificate.

- ----------------------
*    Filed herewith
**   Previously filed



ITEM 17.    UNDERTAKINGS.

  (a) The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)   to include any prospectus required by Section 10(a)(3) of the
                Securities Act of 1933;

          (ii)  to reflect in the prospectus any facts or events arising after
                the effective date of the registration statement (or the most
                recent post-effective amendment thereof) which, individually or
                in the aggregate, represent a fundamental change in the
                information set forth in the registration statement.
                Notwithstanding the foregoing, any increase or decrease in


                                      II-7


                volume of securities offered (if the total dollar value of
                securities offered would not exceed that which was registered)
                and any deviation from the low or high end of the estimated
                maximum offering range may be reflected in the form of
                prospectus filed with the Commission pursuant to Rule 424(b) if,
                in the aggregate, the changes in volume and price represent no
                more than 20 percent change in the maximum aggregate offering
                price set forth in the "Calculation of Registration Fee" table
                in the effective registration statement; and

          (iii) to include any material information with respect to the plan of
                distribution not previously disclosed in the registration
                statement or any material change to such information in the
                registration statement;

     (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial BONA FIDE offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

  (e)  The undersigned registrant hereby undertakes to deliver or cause to be
       delivered with the prospectus, to each person to whom the prospectus is
       sent or given, the latest annual report, to security holders that is
       incorporated by reference in the prospectus and furnished pursuant to and
       meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
       Exchange Act of 1934; and, where interim financial information required
       to be presented by Article 3 of Regulation S-X is not set forth in the
       prospectus, to deliver, or cause to be delivered to each person to whom
       the prospectus is sent or given, the latest quarterly report that is
       specifically incorporated by reference in the prospectus to provide such
       interim financial information.

  (h)  Insofar as indemnification for liabilities arising under the Securities
       Act, as amended may be permitted to directors, officers and controlling
       persons of the registrant pursuant to the foregoing provisions, or
       otherwise, the registrant has been advised that in the opinion of the
       Securities and Exchange Commission such indemnification is against public
       policy as expressed in the Securities Act and is, therefore,
       unenforceable. In the event that a claim for indemnification against such
       liabilities (other than the payment by the registrant of expenses
       incurred or paid by a director, officer or controlling person of the
       registrant in the successful defense of an action, suit or proceeding) is
       asserted by such director, officer or controlling person in connection
       with the securities being registered, the registrant will, unless in the
       opinion of its counsel the matter has been settled by controlling
       precedent, submit to a court of appropriate jurisdiction the question
       whether such indemnification by it is against public policy as expressed
       in the Securities Act and will be governed by the final adjudication of
       such issue.


                                      II-8




                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Greenwich, State of Connecticut on the 8th day of
September, 2005.

                                       LYNCH CORPORATION


                                       By:   /s/ John C. Ferrara
                                           -------------------------------------
                                                 John C. Ferrara
                                                 Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John C. Ferrara and Eugene Hynes as his true and
lawful attorney-in-fact, each acting alone, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments
to this registration statement, and any related registration statement filed
pursuant to Rule 462(b) of the Act and to file the same, with exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact or
their substitutes, each acting along, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.



         Signature                   Title                         Date
         ---------                   -----                         ----

 /s/ John C. Ferrara
- ------------------------   Chief Executive Officer and         September 8, 2005
John C. Ferrara            Director (Principal Executive
                           Officer)

*
- ------------------------   Vice President, Treasurer and       September 8, 2005
Eugene Hynes               Secretary (Principal Financial
                           and Accounting Officer)
*
- ------------------------   Chairman of the Board of            September 8, 2005
Marc Gabelli               Directors

*
- ------------------------   Director                            September 8, 2005
E. Val Cerutti

*
- ------------------------   Director                            September 8, 2005
Avrum Gray

*
- ------------------------   Director                            September 8, 2005
Anthony R. Pustorino


- ----------------                                               September 8, 2005
*By John C. Ferrara, Attorney-in-Fact


                                      II-9



                                  EXHIBIT INDEX

Exhibit
  No.                       Description
- -------                     -----------

 3(a)  Restated Articles of Incorporation of the Company (incorporated by
       reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K
       for the period ended December 31, 2004).
  (b)  Articles of Amendment of the Articles of Incorporation of the Company
       (incorporated by reference to Exhibit 3(b) to the Company's Annual
       Report on Form 10-K for the period ended December 31, 2004).
  (c)  By-laws of the Company (incorporated by reference to Exhibit 3.1 to
       the Company's Current Report on Form 8-K dated December 22, 2004).
 5*    Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.
10(a)  Lynch Corporation 401(k) Savings Plan (incorporated by reference to
       Exhibit 10(b) to the Company's Annual Report on Form 10-K for the
       period ended December 31, 1995).
  (b)  Directors Stock Plan (incorporated by reference to Exhibit 10(o) to
       the Company's Form 10-K for the year ended December 31, 1997).
  (c)  Lynch Corporation 2001 Equity Incentive Plan adopted December 10, 2001
       (incorporated by reference to Exhibit 10(y) to the Company's Form 10-K
       for the year ended December 31, 2001).
  (d)  Amended and Restated Credit Agreement by and between Lynch Systems,
       Inc. and SunTrust Bank dated as of June 10, 2002 (incorporated by
       reference to Exhibit 10(z) to the Company's Form 10-K for the year
       ended December 31, 2002).
  (e)  Unlimited Continuing Guaranty Agreement by Guarantor, Lynch
       Corporation, dated June 10, 2002 (incorporated by reference to Exhibit
       10(aa) to the Company's Form 10-K for the year ended December 31,
       2002).
  (f)  First Amendment and Waiver to Amended and Restated Credit Agreement
       between Lynch Systems, Inc. and SunTrust Bank dated May 30, 2003
       (incorporated by reference to Exhibit 10(ee) to the Company's Form
       10-Q for the period ending June 30, 2003).
  (g)  Term Loan Promissory Note between Lynch Systems, Inc. and SunTrust
       Bank dated August 4, 2003 (incorporated by reference to Exhibit 10(ff)
       to the Company's Form 10-Q for the period ending June 30, 2003).
  (h)  Second Amendment to Security Deed and Agreement dated August 4, 2003
       between Lynch Systems, Inc. and SunTrust Bank (incorporated by
       reference to Exhibit 10(gg) to the Company's Form 10-Q for the period
       ending June 30, 2003).
  (i)  Mortgage dated October 21, 2002 by Mortgagor, Mtron Industries, Inc.,
       to Mortgagee, Yankton Area Progressive Growth, Inc. (incorporated by
       reference to Exhibit 10(hh) to the Company's Annual Report on Form
       10-K for the year ended December 31, 2003).
  (j)  Promissory Note between Mtron Industries, Inc. and Yankton Area
       Progressive Growth, Inc., dated October 21, 2002 (incorporated by
       reference to Exhibit 10(ii) to the Company's Annual Report on Form
       10-K for the year ended December 31, 2003).
  (k)  Standard Loan Agreement by and between Mtron Industries, Inc. and
       Areawide Business Council, Inc., dated October 10, 2002 and Exhibits
       thereto (incorporated by reference to Exhibit 10(jj) to the Company's
       Annual Report on Form 10-K for the year ended December 31, 2003).
  (l)  Loan Agreement by and between Mtron Industries, Inc. and South Dakota
       Board of Economic Development, dated December 19, 2002 (incorporated




        by reference to Exhibit 10(kk) to the Company's Annual Report on Form
        10-K for the year ended December 31, 2003).
  (m)   Promissory Note between Mtron Industries, Inc. and South Dakota Board
        of Economic Development, dated December 19, 2002 (incorporated by
        reference to Exhibit 10(ll) to the Company's Annual Report on Form
        10-K for the year ended December 31, 2003).
  (n)   Employment Agreement by and between Mtron Industries, Inc. and South
        Dakota Board of Economic Development, dated December 19, 2002
        (incorporated by reference to Exhibit 10(mm) to the Company's Annual
        Report on Form 10-K for the year ended December 31, 2003).
  (o)   Loan Agreement by and among Mtron Industries, Inc., Piezo Technology,
        Inc. and First National Bank of Omaha (incorporated by reference to
        Exhibit 10.1 to the Company's Current Report on Form 8-K dated October
        20, 2004).
  (p)   Unconditional Guaranty for Payment and Performance with First National
        Bank of Omaha (incorporated by reference to Exhibit 10.2 to the
        Company's Current Report on Form 8-K dated October 20, 2004).
  (q)   Registration Rights Agreement by and between the Company and Venator
        Merchant Fund, L.P. dated October 15, 2004 (incorporated by reference
        to Exhibit 10.4 to the Company's Current Report on Form 8-K dated
        October 20, 2004).
13(a)   Annual Report to Shareholders for the year ended December 31, 2004.
  (b)   Form 10-Q for the quarter ended June 30, 2005.
23(a)*  Consent of Independent Registered Public Accounting Firm - Ernst &
        Young LLP.
  (b)*  Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP (included in
        Exhibit 5)
24*     Powers of Attorney.
99(a)** Form of Instructions for Use of Lynch Corporation Subscription
        Certificates.
  (b)** Form of Notice of Guaranteed Delivery for Subscription Certificates.
  (c)** Form of Letter to Shareholders.
  (d)** Form of Letter to Securities Dealers, Commercial Banks, Trust
        Companies and Other Nominees.
  (e)** Form of Letter to Clients of Security Holders Who Are Beneficial
        Holders.
  (f)** Form of Nominee Holder Certification Form.
  (g)** Beneficial Owner Election Form.
  (h)** Guidelines for Certification of Taxpayer Identification Number on
        Substitute Form W-9.
  (i)*  Form of Subscription and Information Agent Agreement between Lynch
        Corporation and Mellon Bank, N.A.
  (j)*  Form of Subscription Certificate.

- ----------------------
*    Filed herewith
**   Previously filed

EX-5

                                                                       Exhibit 5

OLSHAN
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

                                                               PARK AVENUE TOWER
                                                             65 EAST 55TH STREET
                                                        NEW YORK, NEW YORK 10022
                                                         TELEPHONE: 212.451.2300
                         September 9, 2005               FACSIMILE: 212.451.2222

                                                               WWW.OLSHANLAW.COM


United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

     RE:  LYNCH CORPORATION
          AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM S-2/A

Ladies and Gentlemen:

     We have acted as counsel to Lynch Corporation,  an Indiana corporation (the
"Company"),  in connection with the filing of its registration statement on Form
S-2  (File  No.  333-126335)  (the  "Registration  Statement"),  relating  to an
aggregate of 538,676 shares (the "Shares"),  par value $0.01 per share, issuable
upon the exercise of outstanding  subscription  rights (the  "Rights"),  as more
particularly  described in the  Registration  Statement and the prospectus  (the
"Prospectus") forming a part thereof (the "Rights Offering").

     We  advise  you that we have  examined  originals  or copies  certified  or
otherwise identified to our satisfaction of the Registration Statement, the form
of the Rights, the Articles of Incorporation and By-Laws of the Company, each as
amended to date, corporate proceedings of the Company, and such other documents,
instruments and certificates of officers and  representatives of the Company and
of public officials, and we have made such examination of law, as we have deemed
appropriate as the basis for the opinion hereinafter  expressed.  In making such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents  submitted to us as originals,  and the  conformity to original
documents of documents submitted to us as certified or photostatic copies.

     Based upon the foregoing,  and in reliance  thereon,  we are of the opinion
that (i) the  Shares  and the  Rights  have  been  duly  authorized;  (ii)  upon
distribution  pursuant to the Rights  Offering as described in the  Registration
Statement and the Prospectus,  the Rights will be validly issued; (iii) upon the
issuance  and sale of the Shares  against  payment  therefor  upon  exercise  of
Rights,  as described in the  Registration  Statement  and the  Prospectus,  the
Shares  will be  validly  issued,  fully paid and  non-assessable;  and (iv) the
Rights are legal, valid and binding obligations, enforceable against the Company
in accordance with their  respective  terms,  subject to applicable  bankruptcy,
insolvency,  reorganization  and  moratorium  laws  and  other  laws of  general
application  affecting the enforcement of creditors' rights  generally,  and the
fact that  equitable  remedies  or relief  (including,  but not  limited to, the


                                                               NEW JERSEY OFFICE
                                                       2001 ROUTE 46 / SUITE 202
                                                    PARSIPPANY, NEW JERSEY 07054
                                                         TELEPHONE: 973.335.7400
                                                        FACSIMILED: 973.335.8018



September 9, 2005
Page 2


remedy of specific  performance) are subject to the discretion of the court from
which such relief may be sought.

     We are  members  of the Bar of the  State  of New York  and we  express  no
opinion  as to any  laws  other  than the laws of the  State  of New  York,  the
Business  Corporation  Law of the State of Indiana and the  federal  laws of the
United States of America.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement and to the reference  made to our firm under the caption
"Legal  Matters"  in  the  Prospectus  constituting  part  of  the  Registration
Statement.


                        Very truly yours,


                        /s/ OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                        OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

EX-23

                                                                   EXHIBIT 23(a)

            Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption "Experts" in Amendment
No. 2 to the Registration  Statement (S-2 No. 333-126335)and  related Prospectus
of Lynch  Corporation for the registration of 538,676 shares of its common stock
and 1,616,026  subscription rights and to the incorporation by reference therein
of our report dated March 16, 2005, except as to Note 4, as to which the date is
March 31,  2005,  with  respect to the  consolidated  financial  statements  and
schedules of Lynch Corporation included in its Annual Report (Form 10-K) for the
year ended December 31, 2004 filed with the Securities and Exchange Commission.

                                  /s/ Ernst & Young
                                  ERNST & YOUNG


Providence, Rhode Island
September 9, 2005

EX-99

                                                                   Exhibit 99(i)


MELLON




                   SUBSCRIPTION & INFORMATION AGENT AGREEMENT










     THIS  SUBSCRIPTION  AGENT  AGREEMENT  (this   "Agreement")   between  Lynch
Corporation,  an Indiana  corporation  (the  "Company")  and Mellon Bank N.A., a
Pennsylvania company ("Mellon"), is dated as of _______________.

1.   APPOINTMENT

     (a)  The Company is making an offer (the "Subscription  Offer") to issue to
the  holders  of record  of its  outstanding  shares  of Common  Stock par value
$______ per share (the "Common Stock"), at the close of business on _______ (the
"Record Date"),  the right to subscribe for and purchase (each a "Right") shares
of Common Stock (the  "Additional  Common  Stock") at a purchase price of ______
per share of  Additional  Common Stock (the  "Subscription  Price"),  payable by
cashier's or certified  check,  upon the terms and  conditions set forth herein.
The term  "Subscribed"  shall mean  submitted for purchase from the Company by a
stockholder in accordance with the terms of the Subscription Offer, and the term
"Subscription" shall mean any such submission.

     (b)  The Subscription  Offer will expire at ______,  New York City Time, on
_________ (the  "Expiration  Time"),  unless the Company shall have extended the
period of time for which the Subscription Offer is open, in which event the term
"Expiration  Time" shall mean the latest time and date at which the Subscription
Offer, as so extended by the Company from time to time, shall expire.

     (c)  The Company filed a Registration  Statement relating to the Additional
Common Stock with the  Securities and Exchange  Commission  under the Securities
Act of 1933,  as  amended,  on  ___________.  Said  Registration  Statement  was
declared  effective on  _____________.  The terms of the Additional Common Stock
are more fully  described in the  Prospectus  forming  part of the  Registration
Statement  as  it  was  declared  effective,  and  the  accompanying  Letter  of
Instruction.  Copies of the Prospectus, the Letter of Instruction and the Notice
of Guaranteed Delivery are annexed hereto as Exhibit 2, Exhibit 3 and Exhibit 4,
respectively.  All terms used and not defined herein shall have the same meaning
as in the  Prospectus.  Promptly after the Record Date, the Company will provide
Mellon with a list of holders of Common Stock as of the Record Date (the "Record
Stockholders List").

     (d)  The Company hereby appoints  Mellon to act as subscription  agent (the
"Subscription  Agent") and information agent (the  "Information  Agent") for the
Subscription  Offer in accordance  with and subject to the  following  terms and
conditions.

2.   SUBSCRIPTION OF RIGHTS

     (a)  The Rights are  evidenced by  transferable  subscription  certificates
(the  "Certificates"),  a copy of the form of which is annexed hereto as Exhibit
5. The  Certificates  entitle  the  holders to  subscribe,  upon  payment of the
Subscription  Price,  for shares of  Additional  Common Stock at the rate of one
share for each three Rights evidenced by a Certificate (the "Basic  Subscription
Privilege").  No fractional  shares will be issued,  but the Subscription  Offer
includes  a  step-up  privilege   entitling  the  holder  of  a  Certificate  or
combination  of  Certificates  evidencing  fewer than three  Rights,  or a total
number of Rights not evenly  divisible by three,  if said holder fully exercises
the  Certificate  or  Certificates   accompanying  the  Subscription  Offer,  to



subscribe and pay the Subscription Price for one full share of Additional Common
Stock in lieu of a fractional  share without  furnishing any  additional  Rights
(the "Step-up  Privilege").  Reference is made to the  Prospectus for a complete
description of the Basic Subscription Privilege and the Step-up Privilege.

     (b)  Further,    the   Subscription   Offer   provides   that   subscribing
shareholders,  and only those subscribing shareholders who exercise their Rights
in full, may exercise an Over-subscription  right as more fully described in the
Registration Statement. Mellon shall, after the initial allocation of Additional
Common Stock to those shareholders  exercising their Basic  Subscription  Right,
allocate  any  remaining  Basic  Subscription,  as more fully  described  in the
Registration Statement.

3.   DUTIES OF SUBSCRIPTION AGENT

          As Subscription Agent, Mellon is authorized and directed to:

     (a)  Issue the  Certificates in accordance with this Agreement in the names
of the  holders of the  Common  Stock of record on the  Record  Date,  keep such
records as are necessary for the purpose of recording such issuance, and furnish
a copy of such records to the Company.  The Certificates may be signed on behalf
of the  Subscription  Agent  by the  manual  or  facsimile  signature  of a Vice
President  or Assistant  Vice  President of the  Subscription  Agent,  or by the
manual signature of any of its other authorized officers.

     (b)  Promptly after Mellon receives the Record  Stockholders  List,  Mellon
shall:

          (i)   mail or cause to be mailed,  by first class mail, to each holder
     of Common  Stock of record on the Record  Date  whose  address of record is
     within the United  States and  Canada,  (i) a  Certificate  evidencing  the
     Rights to which such stockholder is entitled under the Subscription  Offer,
     (ii) a copy of the Prospectus, (iii) a Letter of Instruction, (iv) a Notice
     of  Guaranteed  Delivery  and  (v)  a  return  envelope  addressed  to  the
     Subscription Agent; and

          (ii)  mail or cause to be  mailed,  by air  mail,  to each  holder  of
     Common  Stock of record  on the  Record  Date  whose  address  of record is
     outside the United States and Canada, or is an A.P.O. or F.P.O. address (i)
     a copy of the Prospectus,  (ii) a Notice of Guaranteed Delivery and (iii) a
     Letter of Instruction  (different  from the Letter of  Instruction  sent to
     stockholders  whose  address  of record is within  the  United  States  and
     Canada).  Mellon shall  refrain from mailing  Certificates  issuable to any
     holder of Common Stock of record on the Record Date whose address of record
     is outside the United States and Canada, or is an A.P.O. or F.P.O. address,
     and hold such  Certificates for the account of such stockholder  subject to
     such stockholder  making  satisfactory  arrangements  with the Subscription
     Agent  for the  exercise  or  other  disposition  of the  Rights  evidenced
     thereby,  and follow the instructions of such stockholder for the exercise,
     sale or other  disposition of such Rights if such instructions are received
     at or before 11:00 a.m., New York City Time, on .

     (c)  Mail or  deliver  a copy of the  Prospectus  (i) to each  assignee  or
transferee of Certificates upon receiving  appropriate documents to register the
assignment  or  transfer  thereof  and (ii)  with  certificates  for  shares  of



Additional  Common  Stock  when  such  are  issued  to  persons  other  than the
registered holder of the Certificate.

     (d)  Accept  Subscriptions upon the due exercise  (including payment of the
Subscription  Price) on or prior to the Expiration  Time of Rights in accordance
with the terms of the Certificates and the Prospectus.

     (e)  Subject to the next sentence,  accept  Subscriptions from stockholders
whose  Certificates  are  alleged to have been lost,  stolen or  destroyed  upon
receipt by Mellon of an affidavit of theft,  loss or  destruction  and a bond of
indemnity in form and substance  satisfactory to Mellon,  accompanied by payment
of the  Subscription  Price for the total number of shares of Additional  Common
Stock  Subscribed  for. Upon receipt of such affidavit and bond of indemnity and
compliance with any other applicable  requirements,  stop orders shall be placed
on said  Certificates  and  Mellon  shall  withhold  delivery  of the  shares of
Additional Common Stock Subscribed for until after the Certificates have expired
and it has been determined that the Rights  evidenced by the  Certificates  have
not otherwise been purported to have been exercised or otherwise surrendered.

     (f)  Accept Subscriptions,  without further authorization or direction from
the  Company,  without  procuring  supporting  legal  papers  or other  proof of
authority  to sign  (including  without  limitation  proof of  appointment  of a
fiduciary  or other person  acting in a  representative  capacity),  and without
signatures of co-fiduciaries, co-representatives or any other person:

          (i)   if the  Certificate is registered in the name of a fiduciary and
     is executed by and the Additional  Common Stock is to be issued in the name
     of such fiduciary;

          (ii)  if the  Certificate  is  registered in the name of joint tenants
     and is  executed  by one of the joint  tenants,  provided  the  certificate
     representing the Additional  Common Stock is issued in the names of, and is
     to be delivered to, such joint tenants;

          (iii) if the  Certificate  is  registered in the name of a corporation
     and is  executed  by a person in a manner  which  appears or purports to be
     done  in the  capacity  of an  officer,  or  agent  thereof,  provided  the
     Additional Common Stock is to be issued in the name of such corporation; or

          (iv)  if the  Certificate  is  registered in the name of an individual
     and  is  executed  by a  person  purporting  to act  as  such  individual's
     executor,   administrator  or  personal   representative,   provided,   the
     Additional  Common Stock is to be registered in the name of the  subscriber
     as  executor  or  administrator  of the estate of the  deceased  registered
     holder and there is no evidence  indicating  the subscriber is not the duly
     authorized representative that he purports to be.

     (g)  Accept Subscriptions not accompanied by Certificates if submitted by a
firm  having  membership  in the New York Stock  Exchange  or  another  national
securities exchange or by a commercial bank or trust company having an office in
the  United  States  together  with  the  Notice  of  Guaranteed   Delivery  and
accompanied  by  proper  payment  for the total  number of shares of  Additional
Common Stock Subscribed for.



     (h)  Accept Subscriptions even though unaccompanied by Certificates,  under
the  circumstances  and in compliance with the terms and conditions set forth in
the  Prospectus  under the heading  "SUBSCRIPTION  OFFER - Method of  Exercising
Rights".

     (i)  Refer to the Company for specific  instructions  as to  acceptance  or
rejection,  Subscriptions received after the Expiration Time,  Subscriptions not
authorized  to be  accepted  pursuant  to this  Paragraph  1, and  Subscriptions
otherwise  failing to comply with the  requirements  of the  Prospectus  and the
terms and conditions of the Certificates.

4.   DUTIES AS INFORMATION AGENT

     In its capacity as Information Agent, Mellon shall:

     (a)  assist  in  the   coordination   of  all   printing   activities   and
     advertisement placement if required;

     (b)  establishing contacts with brokers,  dealers, banks and other nominees
     on the Company's behalf;

     (c)  determining the material requirements;

     (d)  assistance with document review;

     (e)  facilitate  the  distribution  of  materials  to  the  registered  and
     beneficial owners and to other interested parties;

     (f)  providing a dedicated toll-free line for all shareholder queries;

     (g)  provide status reporting to Company management; and

     (h)  facilitate  payment  of all  broker-forwarding  invoices,  subject  to
     collection from the Company of monies for this purpose.

5.   ACCEPTANCE OF SUBSCRIPTIONS

     Upon acceptance of a Subscription, Mellon shall:

     (a)  Hold all monies  received in a special  account for the benefit of the
Company.  Promptly  following the Expiration Time Mellon shall distribute to the
Company  the  funds  in such  account  and  issue  certificates  for  shares  of
Additional  Common Stock issuable with respect to  Subscriptions  that have been
accepted.  Mellon will not be  obligated  to  calculate  or pay  interest to any
holder or any other party claiming  through a holder or otherwise.  It is hereby
agreed immediately following the effective date of the Subscription, immediately
available funds,  represented by certified check,  money order, or wire transfer
but not personal check, will be deposited with Mellon.

     (b)  Advise the  Company  daily by  telecopy  and  confirm by letter to the
attention of Eugene Hynes (the "Company  Representative") as to the total number



of shares of  Additional  Common Stock  Subscribed  for,  total number of Rights
sold,  total number of Rights  partially  Subscribed for and the amount of funds
received,  with  cumulative  totals for each; and in addition advise the Company
Representative,  by telephone at (203) 622-1150,  confirmed by telecopy,  of the
amount of funds  received  identified in accordance  with (a) above,  deposited,
available or transferred in accordance with (a) above,  with cumulative  totals;
and

     (c)  As promptly as possible  but in any event on or before 3:30 p.m.,  New
York City Time, on the first full business day  following the  Expiration  Time,
advise the Company  Representative in accordance with (b) above of the number of
shares  Subscribed for, the number of Subscription  guarantees  received and the
number of shares of Additional Common Stock unsubscribed for.

6.   COMPLETION OF SUBSCRIPTION OFFER

     Upon completion of the Subscription Offer:

     (a)  Mellon shall requisition  certificates from the Transfer Agent for the
Common Stock for shares of Additional Common Stock for which  Subscriptions have
been received.

     (b)  The Certificates  shall be issued in registered form only. The Company
shall appoint and have in office at all times a Transfer Agent and Registrar for
the  Certificates,  which shall keep books and records of the  registration  and
transfers and exchanges of Certificates  (such books and records are hereinafter
called the  "Certificate  Register").  The  Company  shall  promptly  notify the
Transfer  Agent and Registrar of the exercise of any  Certificates.  The Company
shall  promptly  notify Mellon of any change in the Transfer Agent and Registrar
of the Certificates.

     (c)  All Certificates  issued upon any registration of transfer or exchange
of Certificates  shall be the valid  obligations of the Company,  evidencing the
same obligations, and entitled to the same benefits under this Agreement, as the
Certificates surrendered for such registration of transfer or exchange.

     (d)  Any   Certificate   when  duly  endorsed  in  blank  shall  be  deemed
negotiable,  and when a  Certificate  shall  have been so  endorsed  the  holder
thereof  may be treated by the  Company,  Mellon and all other  persons  dealing
therewith  as the  absolute  owner  thereof  for any  purpose  and as the person
entitled to exercise the rights represented  thereby, any notice to the contrary
notwithstanding,  but until  such  transfer  is  registered  in the  Certificate
Register,  the Company and Mellon may treat the registered holder thereof as the
owner for all purposes.

     (e)  For so long as this  Agreement  shall be in effect,  the Company  will
reserve for issuance and keep available free from preemptive rights a sufficient
number of shares of  Additional  Common  Stock to permit the exercise in full of
all Rights issued pursuant to the Subscription  Offer.  Subject to the terms and
conditions  of this  Agreement,  Mellon will request the Transfer  Agent for the
Common Stock to issue  certificates  evidencing the appropriate number of shares
of Additional  Common Stock as required from time to time in order to effectuate
the Subscriptions.



     (f)  The  Company  shall  take  any  and  all  action,   including  without
limitation obtaining the authorization, consent, lack of objection, registration
or approval of any  governmental  authority,  or the taking of any other  action
under the laws of the  United  States of America  or any  political  subdivision
thereof,  to insure that all shares of Additional Common Stock issuable upon the
exercise  of the  Certificates  at the  time  of  delivery  of the  certificates
therefor (subject to payment of the Subscription Price) will be duly and validly
issued and fully paid and  non-assessable  shares of Common Stock, free from all
preemptive rights and taxes, liens, charges and security interests created by or
imposed upon the Company with respect thereto.

     (g)  The  Company  shall  from time to time take all  action  necessary  or
appropriate to obtain and keep effective all  registrations,  permits,  consents
and  approvals  of  the  Securities  and  Exchange   Commission  and  any  other
governmental  agency or authority  and make such filings under Federal and state
laws which may be necessary or  appropriate  in  connection  with the  issuance,
sale,  transfer and delivery of Certificates  or Additional  Common Stock issued
upon exercise of Certificates.

7.   PROCEDURE FOR DISCREPANCIES

     Mellon shall  follow its regular  procedures  to attempt to  reconcile  any
discrepancies  between the number of shares of Additional  Common Stock that any
Certificate  may indicate are to be issued to a stockholder  and the number that
the Record Stockholders List indicates may be issued to such stockholder. In any
instance  where Mellon cannot  reconcile  such  discrepancies  by following such
procedures,  Mellon will  consult  with the Company for  instructions  as to the
number of shares of Additional  Common Stock, if any, it is authorized to issue.
In the  absence  of such  instructions,  Mellon is  authorized  not to issue any
shares of Additional Common Stock to such stockholder.

8.   PROCEDURE FOR DEFICIENT ITEMS

     Mellon shall examine the Certificates  received by it as Subscription Agent
to  ascertain  whether  they  appear  to have been  completed  and  executed  in
accordance  with the  applicable  Letter of  Instruction.  In the  event  Mellon
determines that any Certificate does not appear to have been properly  completed
or executed,  or where the  Certificates  do not appear to be in proper form for
Subscription,  or any other  irregularity  in connection  with the  Subscription
appears to exist, Mellon shall follow, where possible, its regular procedures to
attempt to cause such irregularity to be corrected.  Mellon is not authorized to
waive any irregularity in connection with the Subscription,  unless Mellon shall
have received from the Company the Certificate  which was delivered,  duly dated
and  signed  by an  authorized  officer  of the  Company,  indicating  that  any
irregularity  in such  Certificate  has been  cured  or  waived  and  that  such
Certificate  has been  accepted  by the  Company.  If any such  irregularity  is
neither corrected nor waived, Mellon will return to the subscribing  stockholder
(at its  option by either  first  class  mail  under a  blanket  surety  bond or
insurance  protecting Mellon and the Company from losses or liabilities  arising
out of the  non-receipt  or nondelivery of  Certificates  or by registered  mail
insured  separately for the value of such  Certificates)  to such  stockholder's
address  as set  forth  in the  Subscription  any  Certificates  surrendered  in
connection  therewith and any other documents  received with such  Certificates,
and a letter of notice to be furnished by the Company explaining the reasons for
the return of the Certificates and other documents.



9.   DATE/TIME STAMP

     Each document  received by Mellon relating to its duties hereunder shall be
dated and time stamped when received.

10.  TRANSFER PROCEDURES

     If certificates  representing  shares of Additional  Common Stock are to be
delivered  by  Mellon  to a  person  other  than  the  person  in  whose  name a
surrendered  Certificate  is registered,  Mellon shall issue no certificate  for
Additional  Common Stock until the  Certificate so surrendered has been properly
endorsed (or otherwise put in proper form for transfer).

11.  TAX REPORTING

     Should  any  issue  arise   regarding   federal  income  tax  reporting  or
withholding,  Mellon shall take such action as the Company reasonably  instructs
in writing.

12.  TERMINATION

     The Company may terminate this Agreement at any time by so notifying Mellon
in writing.  Mellon may terminate  this  Agreement upon 30 days' prior notice to
the Company. Upon any such termination,  Mellon shall be relieved and discharged
of any  further  responsibilities  with  respect to its duties  hereunder.  Upon
payment of all Mellon's  outstanding fees and expenses,  Mellon shall forward to
the Company or its designee  promptly any Certificate or other document relating
to Mellon's  duties  hereunder that Mellon may receive after its appointment has
so terminated.  Sections 13, 14, 15 and 20 of this  Agreement  shall survive any
termination of this Agreement.

13.  AUTHORIZATIONS AND PROTECTIONS

     As agent for the Company hereunder Mellon:

     (a)  shall have no duties or obligations other than those  specifically set
forth  herein or as may  subsequently  be agreed to in writing by Mellon and the
Company;

     (b)  shall  have no  obligation  to issue any shares of  Additional  Common
Stock unless the Company shall have provided a sufficient number of certificates
for such Additional Common Stock;

     (c)  shall  be  regarded  as  making  no  representations   and  having  no
responsibilities as to the validity,  sufficiency,  value, or genuineness of any
Certificates  surrendered  to Mellon  hereunder or shares of  Additional  Common
Stock issued in exchange therefor, and will not be required to or be responsible
for and will make no representations as to, the validity,  sufficiency, value or
genuineness of the Subscription Offer;

     (d)  shall  not be  obligated  to take  any  legal  action  hereunder;  if,
however,  Mellon  determines to take any legal action  hereunder,  and where the
taking of such action might, in Mellon's  judgment,  subject or expose it to any
expense or



liability  Mellon  shall  not be  required  to act  unless  it shall  have  been
furnished with an indemnity satisfactory to it;

     (e)  may rely on and shall be fully  authorized  and protected in acting or
failing  to act upon  any  certificate,  instrument,  opinion,  notice,  letter,
telegram,  telex, facsimile transmission or other document or security delivered
to Mellon and believed by it to be genuine and to have been signed by the proper
party or parties;

     (f)  shall  not be liable  or  responsible  for any  recital  or  statement
contained in the Prospectus or any other documents relating thereto;

     (g)  shall not be liable or responsible  for any failure on the part of the
Company to comply  with any of its  covenants  and  obligations  relating to the
Subscription  Offer,  including without limitation  obligations under applicable
securities laws;

     (h)  may rely on and shall be fully  authorized  and protected in acting or
failing to act upon the written,  telephonic or oral instructions of officers of
the Company with respect to any matter relating to Mellon acting as Subscription
Agent  covered  by this  Agreement  (or  supplementing  or  qualifying  any such
actions);

     (i)  may consult with counsel  satisfactory to Mellon,  including  internal
counsel, and the advice of such counsel shall be full and complete authorization
and  protection in respect of any action taken,  suffered,  or omitted by Mellon
hereunder in good faith and in reliance upon the advice of such counsel;

     (j)  may  perform  any of its duties  hereunder  either  directly  or by or
through  agents or attorneys and Mellon shall not be liable or  responsible  for
any misconduct or negligence on the part of any agent or attorney appointed with
reasonable care by Mellon hereunder; and

     (k)  Are not authorized,  and shall have no obligation, to pay any brokers,
dealers, or soliciting fees to any person.

14.  INDEMNIFICATION

     The Company  agrees to indemnify  Mellon for, and hold it harmless from and
against,  any loss,  liability,  claim or expense  ("Loss") arising out of or in
connection with Mellon's  performance of its duties under this Agreement or this
appointment,  including the costs and expenses of defending  itself  against any
Loss or enforcing this Agreement, except to the extent that such Loss shall have
been determined by a court of competent  jurisdiction to be a result of Mellon's
gross negligence or intentional misconduct.

15.  LIMITATION OF LIABILITY

     (a)  In the absence of gross  negligence or  intentional  misconduct on its
part, Mellon shall not be liable for any action taken,  suffered,  or omitted by
it or for any error of  judgment  made by it in the  performance  of its  duties
under   this   Agreement.   Anything   in  this   agreement   to  the   contrary
notwithstanding,  in no event  shall  Mellon be liable  for  special,  indirect,
incidental or consequential loss or damage of any kind whatsoever (including but
not limited to lost profits),  even if Mellon has been advised of the likelihood



of such damages and  regardless  of the form of action.  Any liability of Mellon
will be limited to the amount of fees paid by the Company hereunder.

     (b)  In the event any question or dispute arises with respect to the proper
interpretation  of this Agreement or Mellon's duties  hereunder or the rights of
the Company or of any holders  surrendering  certificates for Shares pursuant to
the  Subscription  Offer,  Mellon  shall not be required to act and shall not be
held liable or responsible for refusing to act until the question or dispute has
been judicially settled (and Mellon may, if it deems it advisable, but shall not
be obligated to, file a suit in interpleader  or for a declaratory  judgment for
such purpose) by final judgment  rendered by a court of competent  jurisdiction,
binding on all  stockholders  and parties  interested  in the matter which is no
longer subject to review or appeal, or settled by a written document in form and
substance  satisfactory  to Mellon and  executed  by the  Company  and each such
stockholder  and party.  In addition,  Mellon may require for such purpose,  but
shall not be obligated to require,  the execution of such written  settlement by
all the  stockholders  and all other  parties  that may have an  interest in the
settlement.

16.  REPRESENTATIONS, WARRANTIES AND COVENANTS

     The  Company  represents,  warrants  and  covenants  that  (a)  it is  duly
incorporated,  validly  existing  and in good  standing  under  the  laws of its
jurisdiction  of   incorporation,   (b)  the  making  and  consummation  of  the
Subscription   Offer  and  the  execution,   delivery  and  performance  of  all
transactions  contemplated thereby (including without limitation this Agreement)
have been duly authorized by all necessary  corporate action and will not result
in a breach of or constitute a default under the certificate of incorporation or
bylaws of the Company or any indenture,  agreement or instrument to which either
is a party or is bound,  (c) this Agreement has been duly executed and delivered
by the  Company  and  constitutes  a legal,  valid,  binding  obligation  of the
Company,  enforceable  against the Company in accordance with its terms, (d) the
Subscription  Offer will comply in all  material  respects  with all  applicable
requirements  of law  and  (e) to the  best  of  their  knowledge,  there  is no
litigation  pending or threatened  as of the date hereof in connection  with the
Subscription Offer.

17.  NOTICES

     All notices,  demands and other  communications given pursuant to the terms
and provisions hereof shall be in writing, shall be deemed effective on the date
of receipt,  and may be sent by facsimile,  overnight delivery  services,  or by
certified or registered mail, return receipt requested to:

     If to the Company:                          with an additional copy to:

Lynch Corporation                             Mark L. Lakin, Esq.
140 Greenwich Avenue, 4th Floor               Olshan Grundman Frome Rosenzweig &
Greenwich, Connecticut  06830                 Wolosky LLP
Attn: Eugene Hynes                            Park Avenue Tower
Tel: (203) 622-1150                           65 East 55th Street
Fax: (203) 622-1360                           New York, New York  10022
                                              Tel: (212) 451-2249
                                              Fax: (212) 451-2222



     If to Mellon:                               with an additional copy to:

Mellon Bank, N.A.                             Mellon Bank, N.A.
C/O Mellon Investor Services                  C/O Mellon Investor Services
85 Challenger Rd.                             105 Challenger Rd.
Ridgefield Park, N.J. 07660                   Ridgefield Park, N.J. 07660
Attn: Relationship Administrator              Attn: Legal Department
Tel:                                          Tel:
Fax:                                          Fax:


18.  SPECIMEN SIGNATURES

     Set  forth  in  Exhibit  6  hereto  is a list  of the  names  and  specimen
signatures  of the  persons  authorized  to  act  for  the  Company  under  this
Agreement.  The Secretary of the Company  shall,  from time to time,  certify to
Mellon the names and  signatures of any other persons  authorized to act for the
Company, as the case may be, under this Agreement.

19.  INSTRUCTIONS

     Any instructions  given to Mellon orally,  as permitted by any provision of
this  Agreement,  shall  be  confirmed  in  writing  by the  Company  as soon as
practicable.  Mellon  shall  not be  liable  or  responsible  and shall be fully
authorized and protected for acting,  or failing to act, in accordance  with any
oral instructions which do not conform with the written confirmation received in
accordance with this Section.

20. Fees

     Whether or not any Certificates are surrendered to Mellon, for its services
as Subscription Agent and Information Agent hereunder,  the Company shall pay to
Mellon  compensation in accordance  with the fee schedule  attached as Exhibit 1
hereto,  together  with  reimbursement  for  out-of-pocket  expenses,  including
reasonable  fees and  disbursements  of  counsel.  All  amounts  owed to  Mellon
hereunder are due upon receipt of the invoice.  Delinquent  payments are subject
to a late payment charge of one and one half percent (1.5%) per month commencing
forty-five (45) days from the invoice date.

21.  TERMINATION

     Either  party may  terminate  this  Agreement  upon  thirty (30) days prior
written notice to the other party.  Unless so terminated,  this Agreement  shall
continue  in effect  until all  Additional  Shares  of  Common  Stock  have been
received and paid for by eligible holders. In the event of such termination, the
Company will  appoint a successor  Subscription  Agent and inform  Mellon of the
name and address of any successor Subscription Agent so appointed, provided that
no failure by the Company to appoint such a successor  Subscription  Agent shall



affect  the  termination  of  this  Agreement  or the  discharge  of  Mellon  as
Subscription  Agent  hereunder.  Upon  any  such  termination,  Mellon  shall be
relieved  and  discharged  of any further  responsibilities  with respect to its
duties hereunder.  Upon payment of all outstanding fees and expenses  hereunder,
Mellon shall  promptly  forward to the Company or its designee any  certificates
for Shares, Certificates,  Election Forms, or any other document that Mellon may
receive after its appointment has so terminated.

22.  FORCE MAJEURE

     Mellon  shall  not be  liable  for any  failure  or  delay  arising  out of
conditions  beyond its reasonable  control  including,  but not limited to, work
stoppages,  fires, civil disobedience,  riots, rebellions,  storms,  electrical,
mechanical,  computer  or  communications  facilities  failures,  acts of God or
similar occurrences.

23.  MISCELLANEOUS

     (a)  This Agreement  shall be governed by and construed in accordance  with
the laws of the State of New York  without  giving  effect to  conflict of laws,
rules or principles.

     (b)  No provision  of this  Agreement  may be amended,  modified or waived,
except in writing signed by all of the parties hereto.

     (c)  Except  as  expressly  set  forth  elsewhere  in this  Agreement,  all
notices,  instructions  and  communications  under  this  Agreement  shall be in
writing,  shall be  effective  upon  receipt and shall be  addressed,  if to the
Company,  to its address set forth beneath its signature to this Agreement,  or,
if to the Subscription Agent, to Mellon Bank, N.A. c/o Mellon Investor Services,
85 Challenger Road, Ridgefield Park, New Jersey 07660, Attention: Reorganization
Department,  or to such other  address as a party  hereto shall notify the other
parties.

     (d)  In the event that any claim of  inconsistency  between this  Agreement
and the terms of the Subscription  Offer arise, as they may from time to time be
amended, the terms of the Subscription Offer shall control,  except with respect
to  Mellon's  duties,  liabilities  and  rights,  including  without  limitation
compensation and indemnification, which shall be controlled by the terms of this
Agreement.

     (e)  If any provision of this Agreement shall be held illegal,  invalid, or
unenforceable by any court, this Agreement shall be construed and enforced as if
such  provision had not been  contained  herein and shall be deemed an Agreement
among the parties hereto to the full extent permitted by applicable law.

     (f)  This Agreement shall be binding upon,  inure to the benefit of, and be
enforceable by, the respective successors and assigns of the parties hereto.

     (g)  This  Agreement  may not be  assigned  by any party  without the prior
written consent of all parties.

     (h)  Sections 13, 14, 15, and 20 hereof shall survive  termination  of this
Agreement.



     IN WITNESS  WHEREOF,  the parties  hereto have executed  this  Agreement by
their duly authorized officers as of the day and year above written.

LYNCH CORPORATION

By:
       ------------------------------------------------------------
Name:  John C. Ferrara
Title: President and Chief Executive Officer

Accepted as of the date above first written:



MELLON BANK, N.A.
AS SUBSCRIPTION & INFORMATION AGENT

By:
       ------------------------------------------------------------
Name:
Title:





Exhibit 1   Fee Schedule
Exhibit 2   Prospectus
Exhibit 3   Letter of Instruction
Exhibit 4   Notice of Guaranteed Delivery
Exhibit 5   Form of Certificate
Exhibit 6   List of Authorized Representatives





                                                              Exhibit 1

                                                          SCHEDULE OF FEES
                                                        AS SUBSCRIPTION AGENT

SET-UP & ADMINISTRATIVE FEE                                                                                     $10,000.00

PROCESS BASIC SUBSCRIPTIONS, EACH                                                                                   $15.00

ISSUING SUBSCRIPTION CERTIFICATES TO RECORD DATE HOLDERS, EACH                                                      $5.00

PROCESSING OVERSUBSCRIPTIONS, INCLUDING PRO-RATIONS & REFUNDS, EACH                                             $10.00

ADDITIONAL HANDLING ITEMS, EACH                                                                                     $25.00
Including Notice of Guaranteed Deliveries, Withdrawals, Legal Items,
Correspondence, Partials, Defective Items, Lost Items,
Window Items, Items not providing a Taxpayer Identification
Number, Over-Subscriptions, Backup Withholding,
Multiple Checks (per check), Foreign Holders, etc.

ISSUING AND COLLECTING DUE BILLS, EACH                                                                              $25.00

AFFIXING RESTRICTIVE LEGENDS ON CERTIFICATES, EACH                                                                  $50.00

MIDNIGHT EXPIRATIONS, EACH (ONLY IF APPLICABLE)                                                                     $5,000.00, each
Includes System Time, Security, Window Facility,
Post Office Pick Up, etc.

EXTENSION OF OFFER, EACH (ONLY IF APPLICABLE)                                                                       $5,000.00, each

OFFICE OF FOREIGN ASSET CONTROL (OFAC) REPORTING, EACH HOLDER                                                       $1.00 per year

SPECIAL SERVICES, ONLY IF APPLICABLE:
* Additional Changes to the Shareholder File                                            $50.00/account
   (including transfer journal updates)
* Sale/Transfer of Rights Through Mellon                                                $25.00/account
* Internal Attorney Review of the Agreement (if                                         $1,000.00
   there are any variations of the standard language)
* Conversion Delays/Mail Date Changes                                                   $500.00 each
* Programming Fees                                                                      $250.00/hour
* Consultative Services                                                                 $200.00/hour
* Archive Storage, per month                                                            $50.00
* Changes to Standard Documents                                                         By Appraisal
* Additional Special Services                                                           By Appraisal

OUT OF POCKET EXPENSES                                                                                              Additional
Including Postage, Printing, Stationery,
Overtime, Transportation, etc.

MINIMUM FEE, EXCLUSIVE OF SPECIAL SERVICES                                                                          $30,000.00
If the aggregate amount of fees to be charged as described
above, exclusive of Special Services, Midnight Expirations,
Extensions of Offer, and Out of Pocket Expenses, is less than
$30,000.00, a total fee of $30,000.00 will apply.



                                     SCHEDULE OF FEES
                                   AS INFORMATION AGENT

INFORMATION AGENT FEE                                             $7,500.00

FACILITY FEE                                                      $350.00 Per Week

EXTENSION FEE                                                     $1,000.00 per Extension

OUTGOING & INBOUND CALLS                                          $39.50 per CSR hour

INBOUND CALLS TO IVR                                              $1.95 per Call

PRINTING & LOGISTICS                                              By Appraisal
(Any estimate is based on the current information)

MEDIA, DRAFTING & PROGRAMMING SERVICES                            $250.00 per hour

SPECIAL SERVICES, IF APPLICABLE

            *   Wall Street Journal National Edition              By Appraisal
                Advertisement

            *   New York Times Advertisement                      By Appraisal

            *   Additional Special Services                       By Appraisal





                                MELLON BANK, N.A.

                                SCHEDULE OF FEES
                    EXECUTIVE WHITE GLOVE SERVICE *(OPTIONAL)


Servicing Fee                                            $1,000.00 per executive

Out of-pocket expenses                                   Additional

MELLON'S  EXECUTIVE  WHITE  GLOVE  SERVICE  ALLOWS  CLIENTS  TO  PROVIDE  SELECT
EXECUTIVES OR KEY  SHAREHOLDERS  WITH A PREMIUM  LEVEL OF SERVICE.  THIS SERVICE
INCLUDES  DELIVERY  OF  CERTIFICATES  AND  ELECTION/TRANSMITTAL   FORMS  TO  THE
ADMINISTRATOR  OR PROJECT  MANAGER;  A PERSONAL  CONTACT FOR SERVICE  INQUIRIES;
RECEIPT  OF  FUNDS  BY WIRE;  AND  CERTIFICATES  RUSHED  TO THE  SHAREHOLDER  BY
OVERNIGHT  COURIER.  IF THIS SERVICE IS NOT SELECTED,  OUR PRICING  CONTEMPLATES
THAT ALL  SHAREHOLDERS  WILL RETURN THEIR ITEMS IN ACCORDANCE  WITH THE STANDARD
PROCEDURE  OUTLINED IN THE SHAREHOLDER  MATERIALS AND ALL INQUIRIES WILL BE MADE
TO THE PUBLISHED TOLL FREE TELEPHONE LINE.  ADDITIONALLY,  WITHOUT THIS SERVICE,
ALL SHAREHOLDERS WILL RECEIVE FUNDS BY CHECK AND CERTIFICATES WILL BE MAILED AND
ALL PROCESSING WILL BE IN ACCORDANCE WITH OUR NORMAL TIMEFRAMES AND PROCEDURES.





                                    Exhibit 2

                                  [PROSPECTUS]





                                    Exhibit 3

               [INSTRUCTIONS FOR USE OF SUBSCRIPTION CERTIFICATES]





                                    Exhibit 4

                         [NOTICE OF GUARANTEED DELIVERY]





                                    Exhibit 5

                           [SUBSCRIPTION CERTIFICATE]





                                    Exhibit 6


- --------------------------------------------------------------------------------
NAME                                              SPECIMEN SIGNATURE
- --------------------------------------------------------------------------------
John C. Ferrara
                                           /s/ John C. Ferrara
                                           -------------------------------------
- --------------------------------------------------------------------------------
Eugene Hynes
                                           /s/ Eugene Hynes
                                           -------------------------------------
- --------------------------------------------------------------------------------

EX-99

                                                                                                                       Exhibit 99(j)

                                                    LYNCH CORPORATION CERTIFICATE

                                                                    ----------------------------------------------------------------
                                                                    2                     SUBSTITUTE FORM W-9
                                                                    ----------------------------------------------------------------
THIS  LETTER  OF   TRANSMITTAL   INCLUDING   THE   ACCOMPANYING     PLEASE  CERTIFY YOUR TAXPAYER ID OR SOCIAL  SECURITY  NUMBER BY
INSTRUCTIONS,  SHOULD BE READ CAREFULLY  BEFORE THIS .LETTER OF     SIGNING BELOW.
TRANSMITTAL IS COMPLETED.

Lynch  Corporation is conducting a rights offering (the "Rights
Offering')  which entitles the holders of the Company's  common
shares (the  "Common  Shares"),  as of the close of business on
________ (the "Record Date') to receive one subscription  right
("Subscription  Right") for each Common Share held of record on
the Record Date. Hollers of Subscription Rights are entitled to
subscribe  for and  purchase  one Common  Share for every three
Subscription Rights (the "Basic  Subscription  Privilege") at a
subscription price of $xx.xx per share. Each Subscription Right     ----------------------------------------------------------------
will also  include an over  subscription  whereby  holders  who     If  the   Taxpayer  ID  Numbe
exercise  their Basic  Subscription  Privilege  in full will be     printed  above is INCORRECT OR    /__/__/__/__/__/__/__/__/__/
entitled to purchase  additional Common Shares pro rata,  based     if the space is BLANK write in
on the  number of Common  Shares  purchased  through  the Basic     the CORRECT number here.
Subscription  Privilege  in  proportion  to the total number of     ----------------------------------------------------------------
Common Shares that the holder and other oversubscribing holders     Under penalties of perjury. I certify that:
purchased    through   the   Basic    Subscription    Privilege     1.  The  number  shown  on  this  form is my  correct  taxpayer
(the "Oversubscrption Privilege").                                  identification  number  (or I am  waiting  for a  number  to be
                                                                    issued to me), AND
For a more complete  description of the terms and conditions of     2. I am not  subject to backup  withholding  because:  (A) I am
the  Rights  Offering,  please  refer to the  Prospectus  dated     exempt from backup withholding, or (B) I have not been notified
_____, 2005 (the "Prospectus"), which is incorporated herein by     by the  Internal  Revenue  Service  (IRS)  that I am subject to
reference.  Copies of the Prospectus are available upon request     backup  withholding  as a result  of a failure  to  report  all
from Mellon Investor Services LLC (toll free (888) 340-1578).       interest or dividends, or (C) the IRS has notified me that I am
                                                                    no longer subject to backup withholding, AND
I hereby irrevocably  subscribe for the number of Common Shares     3. I am a U.S. person (including a U.S. resident alien).
indicated an this  Subscription  Certificate upon the terms and     CERTIFICATION INSTRUCTIONS.  You must cross out item 2 above if
conditions   specified  in  he   Prospectus.   Receipt  of  the     you  have  been  notified  by the IRS  that  you are  currently
Prospectus is hereby acknowledged.                                  subject to backup withholding because you have failed to report
                                                                    all interest and dividends on your tax return.
PLEASE  COMPLETE  THE  BACK  IT  YOU  WOULD  LIKE  TO  TRANSFER
OWNERSHIP OR REQUEST SPECIAL MAILING.                               Signature:________________________ Date:________________________
                                                                    ----------------------------------------------------------------
                                                                    ----------------------------------------------------------------
                                                                                 SEE INSTRUCTIONS ON THE REVERSE SIDE

                                                                    3 /__/ BASIC SHARES TO SUBSCRIBE   /__/__/__/__/__/__/__/__/
                                                                                                            WHOLE SHARES

                                                                    4 /_/  OVERSUBSCRIPTION FOR SHARES    /__/__/__/__/__/__/__/__/
                                                                                                               WHOLE SHARES
1.  SIGNATURE:  This  form  MUST be  signed  by the  registered
holder(s)   exactly   as   their   name(s)   appears   on   the
certificate(s) or by person(s)  authorized to sign on behalf of
the registered holder(s) by documents transmitted herewith.

X                         /           /
_________________________________________________________________
Signature of Shareholder    Date         Daytime Telephone #

X                         /           /
_________________________________________________________________
Signature of Shareholder    Date         Daytime Telephone #
                                                                    ENCLOSED IS MY PAYMENT FOR $ ______________________________
- -----------------------------------------------------------------   ----------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
5


_____________________________________                                                            __________________________
   SUBSCRIPTION CERTIFICATE NUMBER                                                                    CUSIP NUMBER


_____________________________________                  ____________________                      ___________________________
     BASIC SHARES TO SUBSCRIBE                                RIGHTS                               RECORD DATE SHARES


                                                          LYNCH CORPORATION
                                                  SUBSCRIPTION FOR RIGHTS OFFERING
                                                            RECORD DATE

A.   Number of Common Shares subscribed for through the Basic Subscription Privilege (not to exceed one Common Share for every three
     Subscription Rights held):_________Common Shares

B.   Number of Common Shares subscribed for through the  Oversubscription  Privilege (No limit, except Basic Subscription  Privilege
     must be fully exercised):_________________ Common Shares

C.   Total Subscription Price (sum lines A and B multiplied by $__________): $ _______________

D.   Method of Payment

     Certified or Cashier's  check or money order payable to Mellon Investor Services LLC (acting on behalf of Mellon Bank, N.A.).


- ------------------------------------------------------------------------------------------------------------------------------------

                                              HOW TO CONTACT MELLON INVESTOR SERVICES

                  By Telephone - 9 a.m. to 6 p.m. New York Time, Monday through Friday, except for bank holidays:

                                             From within the U.S., Canada or Puerto Rico
                                                     1-866-340-1578 (Toll Free)
                                                        From outside the U.S.
                                                      1-201-373-5156 (Collect)

                                         SUBSCRIPTION TO PURCHASE UNITS OF LYNCH CORPORATION
                                    RETURN TO: MELLON BANK, N.A. C/O MELLON INVESTOR SERVICES LLC

                                             WHERE TO FORWARD YOUR TRANSMITTAL MATERIALS


By Mail:                                            By Overnight Courier:                           By Hand

Mellon Bank, N.A.                                   Mellon Bank, N.A                                Mellon Bank, N.A
c/o Mellon Investor Services LLC                    c/o Mellon Investor Services LLC                c/o Mellon Investor Services LLC
Attn: Reorganization Dept.                          Attn: Reorganization Dept                       Attn: Reorganization Dept.
P.O. Box 3301                                       85 Challenger Road                              120 Broadway, 13th Floor
South Hackensack, NJ 07606                          Mail Drop-Reorg                                 New York, NY 10271
                                                    Ridgeffeld Park, NJ 07660



THIS RIGHTS OFFERING EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON  _____________XX,  2005 AND THIS SUBSCRIPTION  CERTIFICATE IS VOID
THEREAFTER.
- ------------------------------------------------------------------------------------------------------------------------------------



- ------------------------------------------------------------------------------------------------------------------------------------
                                        6                                                               7
                           Special Transfer Instructions                                  Special Mailing Instructions

If you want  your  LYNCH  CORPORATION  Common      Signature Guarantee Medallion  Fill in ONLY if mailing to someone other than
Shares and any  refund  check to be issued in                                     the  undersigned or to the  undersigned at an
ANOTHER  NAME,  fill in this section with the                                     address other than that shown on the front of
information for the NEW account name.                                             this card. Mail  certificate(s)  and check(s)
                                                                                  to:


_____________________________________________    ________________________________ _____________________________________________
Name (Please Print First, Middle &Last Name)     (Title of Officer Signing this  Name (Please Print First, Middle & Last Name)
                                                            Guarantee)


_____________________________________________    ________________________________ _____________________________________________
   Address            (Number and Street)              (Name of Guarantor -               Address     (Number and Street)
                                                           Please Print)


_____________________________________________    ________________________________ _____________________________________________
           (City, State & Zip Code)                 (Address of Guarantor Firm)



_____________________________________________    ________________________________ _____________________________________________
           (Tax Identification or                                                           (City, State & Zip Code)
           Social Security Number)



- ------------------------------------------------------------------------------------------------------------------------------------


                            COMPLETE ALL APPLICABLE SECTIONS OF THIS FORM USING THE INSTRUCTIONS BELOW.

1    Sign and date Box 1 and include your daytime phone number.

2    PLEASE SIGN IN BOX 2 TO CERTIFY YOUR TAXPAYER ID OR SOCIAL  SECURITY NUMBER if you are a U.S.  Taxpayer.  If the Taxpayer ID or
     Social Security Number is incorrect or blank, write the corrected number in Box 2 and sign to certify.  Please note that Mellon
     Investor  Services may withhold 28% of your proceeds as required by the IRS if the Taxpayer ID or Social Security Number is not
     certified on our records. If you are a non - U.S. Taxpayer, please complete and return form W-8BEN.

3    Place an /X/ in the box and fill in the number of whole Common Shares you wish to subscribe for under your Basic Subscription

4    Place an /X/ in the box and fill in the number of whole Common Shares you wish to oversubscribe for under your Oversubscription
     Privilege. (No limit, except Basic Subscription Privilege must be fully exercised).

5    Rights card and calculation section for determining your Basic/Oversubscription Privileges.

6    If you want your LYNCH  CORPORATION  Common  Shares and any refund  check to be issued in another  name,  complete  the Special
     Transfer Instructions in Box 6. Signature(s) in Box 6 must be medallion guaranteed.

7    Fill in Box 7 if, mailing to someone other than the  undersigned  or to the  undersigned at an address other than that shown on
     the front of this card.







THIS RIGHTS  OFFERING HAS BEEN  QUALIFIED OR IS BELIEVED TO BE EXEMPT FROM  QUALIFICATION  ONLY UNDER THE FEDERAL LAWS OF THE UNITED
STATES AND THE LAWS OF THE STATES IN THE UNITED STATES.  RESIDENTS OR OTHER  JURISDICTIONS  MAY NOT PURCHASE THE SECURITIES  OFFERED
HEREBY UNLESS THEY CERTIFY THAT THEIR  PURCHASES OF SUCH  SECURITIES  ARE EFFECTED IN ACCORDANCE  WITH THE  APPLICABLE  LAWS OF SUCH
JURISDICTIONS.

THIS  RIGHTS  OFFERING  EXPIRES AT 5:00 P.M.,  NEW YORK CITY TIME,  ON _______ XX, 2005 AND THIS  SUBSCRIPTION  CERTIFICATE  IS VOID
THEREAFTER.

THIS AGREEMENT IS GOVERNED BY NEW YORK LAW.

CORRESP

OLSHAN
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

                                                               PARK AVENUE TOWER
                                                             65 EAST 55TH STREET
                                                        NEW YORK, NEW YORK 10022
                                                         TELEPHONE: 212.451.2300
                       September 9, 2005                 FACSIMILE: 212.451.2222

                                                               WWW.OLSHANLAW.COM

                                                       DIRECT DIAL: 212-451-2244
                                                     EMAIL: DADLER@OLSHANLAW.COM





United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C.  20549
Attn: Russell Mancuso

RE:  LYNCH CORPORATION
     REGISTRATION STATEMENT ON FORM S-2/A, FILED AUGUST 16, 2005
     FILE NO. 333-126335

Ladies and Gentlemen:

     We are securities counsel to Lynch Corporation (the "Company") and are
submitting, on behalf of the Company, its responses to the comment letter from
the Division of Corporate Finance, dated August 24, 2005, relating to the filing
of the Company's Amendment No. 1 to Registration Statement on Form S-2/A filed
on August 16, 2005 ("Amendment No. 1"). The Company's responses are numbered to
correspond to comments from the Securities and Exchange Commission (the "SEC")
and are filed together with Amendment No. 2 to Registration Statement on Form
S-2/A ("Amendment No. 2"), which amends Amendment No. 1.

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.

     On February 4, 2004, the Company announced that the Board of Directors had
authorized the repurchase of up to 50,000 shares of the Company's outstanding
common shares. On July 1, 2005, when the initial Registration Statement on Form
S-2 was filed (the "Original Registration Statement"), there were 1,649,834

                                                               NEW JERSEY OFFICE
                                                       2001 ROUTE 46 / SUITE 202
                                                    PARSIPPANY, NEW JERSEY 07054
                                                         TELEPHONE: 973.335.7400
                                                        FACSIMILED: 973.335.8018






September 9, 2005
Page 2


shares issued and outstanding. On August 16, 2005, when Amendment No. 1 was
filed, the Company had repurchased 32,308 shares leaving 1,617,526 shares issued
and outstanding. The number of shares indicated in the "Registration Fee Table"
was used to calculate the registration fee when the Company filed its Original
Registration Statement and paid its Registration Fee. The number of shares
indicated in Amendment No. 1 reflected the reduced number of shares outstanding
resulting in the issuance of fewer subscription rights. Amendment No. 2 reflects
additional repurchases of 1,500 shares, leaving 1,616,026 shares outstanding
resulting in the issuance of even fewer subscription rights.

PROSPECTUS COVER
- ----------------

2.   PLEASE DISCLOSE THE MARKET ON WHICH THE RIGHTS WILL BE TRADED.

     The Company has added to the prospectus cover page the language appearing
under "Plan of Distribution" that it has applied to list the rights and expects
to be authorized for trading of the rights on the American Stock Exchange under
the symbol "LGL.RT."

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.

     As disclosed in the Company's prior correspondence, the Company held a
telephonic meeting of the Board of Directors in which each member of its Board
of Directors, its Vice President and its securities counsel participated. Marc
Gabelli, Chairman of the Board of the Company, owns shares directly and is also
deemed to beneficially own shares through Venator Merchant Fund, L.P. ("Venator
Fund"); therefore Venator Fund (which is a private investment limited
partnership) may be deemed to have participated in these discussions. These are,
to the knowledge of Management of the Company, the only conversations that have
taken place with shareholders of the Company regarding their intentions to
subscribe in the offering. The Company has revised its disclosure in Amendment
No. 2 to indicate that only one affiliate has expressed its intentions relating
to the rights offering. These communications are consistent with Section 5 of
the Securities Act of 1933, as amended, (the "Securities Act") both in number of
participants and the identity of those participants. A total of seven persons
and entities was involved in those discussions. Each person who was a
participant is either a director or an executive officer of the Company. The
only entity, Venator Fund, was necessarily made aware of the pending transaction
because its President, Marc Gabelli, is also the Company's Chairman.


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.



September 9, 2005
Page 3


     Mellon Bank, N.A. ("Mellon") is regularly employed as a rights agent. Seven
to 10 business days is its standard timing for refunding overpayment in rights
offerings with an oversubscription privilege and a guaranteed delivery period.
Mellon must wait three additional business days after the expiration date to
receive the subscription certificates as a result of the guaranteed delivery
period before making proration calculations under the oversubscription
privilege. The Company believes that refunds issued within seven to 10 business
days is consistent with its 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.

     The Company has removed this disclosure.

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.

     The Company has revised its disclosure to indicate that the notice of
guaranteed delivery for subscription certificates must be provided on or prior
to the expiration date.

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."

     The Company has revised its disclosure to indicate that non-material
defects or irregularities will be waived provided that the Company can determine
a holder's intentions with respect to exercising its rights. Amendment No. 2
further provides that if there is any defect or irregularity that results in an
ambiguity regarding a holders intentions with respect to exercising its rights,
such defect or irregularity will not be waived.

8.   GIVEN YOUR RESPONSE TO PRIOR COMMENT 13, IT IS UNCLEAR WHY THE REFERENCED
     SENTENCE IS APPROPRIATE. PLEASE ADVISE OR REVISE.

     As disclosed in the Company's prior correspondence, under Section 18 of the
Securities Act, the Company's common shares and the subscription rights are
exempt from state regulation or "blue sky" laws because its common shares are
listed on the American Stock Exchange. Accordingly, any resident of the United
States that exercises its rights will not be acting in violation of applicable




September 9, 2005
Page 4

law and such exercise will not be materially burdensome to the Company. The
Company has revised its disclosure to provide that it will not accept a foreign
holder's exercise of rights if the Company's issuance of common shares to such
holder could be deemed unlawful under applicable law or is materially burdensome
to the Company.

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.

     The Company has revised its disclosure to indicate that notification will
be made by written communication that will be included with the share
certificates that are mailed to those holders who exercise their subscription
rights.

     The calculation of the value of the subscription rights is complex. It is
therefore customary for the issuer to make this calculation for its shareholders
as it is impractical for the shareholders to make this calculation. The Company
does not believe that further clarification is required.

     The IRS will ordinarily respect a good faith valuation made by the board of
directors of an issuer in the case of a non-taxable distribution of share
rights. Moreover, the Internal Revenue Service has approved of generally
recognized option pricing models (for example, the Black-Scholes model or an
accepted version of the binomial model). The Company intends to use an
appropriate model in making its determination. We have, however, added
disclosure to the effect that the Internal Revenue Service is not bound by the
Company's determination. The Company does not believe, however, that a risk
factor is necessary.

10.  DISCLOSE WHY SHAREHOLDERS MUST SUBMIT THE W-9 YOU INCLUDED AS AN EXHIBIT.

     The Company has revised its disclosure to indicate that holders who
exercise their subscription rights will be required to furnish a Substitute Form
W-9 to avoid the imposition of the 28% backup withholding tax.

EXHIBITS
- --------

11.  PLEASE INCLUDE ALL ATTACHMENTS TO EXHIBITS. FOR EXAMPLE, WE NOTE THE
     ATTACHMENTS MISSING FROM EXHIBIT 99(I).

     The only attachments not included with the exhibits to Amendment No. 1 were
to Exhibit 99(i). Exhibit 1 is a fee schedule, which has been filed herewith.
Exhibit 2 is the Prospectus, which will be filed with the SEC on Form 424B4 when
finalized. Exhibits 3 is the Instructions for Use of Subscription Certificates,
a form of which was filed as Exhibit 99(a) to Amendment No. 1. Exhibit 4 is the



September 9, 2005
Page 5


Notice of Guaranteed Delivery, a form of which was filed as Exhibit 99(b) to
Amendment No. 1. Exhibit 5 is the Subscription Certificate, a form of which was
filed as Exhibit 99(j) to Amendment No. 1. Exhibit 6 is a list of the names and
specimen signatures of the persons authorized to act for the Company, which has
been filed herewith.

EXHIBIT 5
- ---------

12.  PLEASE REVISE THE LEGAL OPINION TO REFLECT THE ACCURATE NUMBER OF COMMON
     SHARES AND RIGHTS COVERED BY THE REGISTRATION STATEMENT.

     For the reasons indicated in response to your first comment above, the
number of shares indicated in the Opinion of Counsel filed with Amendment No. 1
was correct as it reflected the number of common shares that could potentially
be issued based on the number of common shares issued and outstanding at the
time of filing. A revised Opinion of Counsel has been filed herewith, which
reflects the number of common shares that could potentially be issued based on
the number of common shares issued and outstanding at the time of this filing.

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.

     The Company's counsel has revised its opinion to indicate that the
subscription rights are legal, valid and binding obligations, enforceable
against the Company. This revised Opinion of Counsel is being filed herewith.

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.

     Company counsel's assertion that it is a member of the Bar of the State of
New York is a statement of fact and is not intended to imply that it is not
qualified to opine on the Business Corporation Law of the State of Indiana and
all applicable provisions of the Indiana Constitution and reported judicial
decisions interpreting these laws. In response to your comment 15 below, Company
counsel is confirming this to you in writing as a separate correspondence.

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.

     This written confirmation has been filed separately as correspondence on
the EDGAR system.



September 9, 2005
Page 6


                                     CLOSING

     For your convenience, under separate cover we will deliver to you four (4)
marked copies (compared to Amendment No. 1) and four clean copies of Amendment
No. 2.

     We welcome a further discussion on any of our points addressed within this
response letter. I may be reached at (212) 451-2244.


                                        Very truly yours,


                                        /s/ David J. Adler
                                        David J. Adler


cc:  Adelaja K. Heyliger
     John C. Ferrara
     Eugene Hynes
     Mark L. Lakin

CORRESP

OLSHAN
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

                                                               PARK AVENUE TOWER
                                                             65 EAST 55TH STREET
                                                        NEW YORK, NEW YORK 10022
                                                         TELEPHONE: 212.451.2300
                                                         FACSIMILE: 212.451.2222

                                                               WWW.OLSHANLAW.COM

                                      September 9, 2005



United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

     RE:  LYNCH CORPORATION
          AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM S-2/A

Ladies and Gentlemen:

     We have acted as counsel to Lynch Corporation, an Indiana corporation (the
"Company"), in connection with the filing of its registration statement on Form
S-2 (File No. 333-126335) (the "Registration Statement"), relating to an
aggregate of 538,676 shares, par value $0.01 per share, issuable upon the
exercise of outstanding subscription rights, as more particularly described in
the Registration Statement and the prospectus forming a part thereof.

     Reference is made to that certain Opinion of Counsel  included as Exhibit 5
to the Registration  Statement (the "Opinion of Counsel").  This letter is being
provided in response to comment 15 of that certain  Comment  Letter dated August
24, 2005 from the Securities and Exchange Commission, and is intended to confirm
that the reference in the Opinion of Counsel 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.


                        Very truly yours,


                        /s/ OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                        OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP



                                                               NEW JERSEY OFFICE
                                                       2001 ROUTE 46 / SUITE 202
                                                    PARSIPPANY, NEW JERSEY 07054
                                                         TELEPHONE: 973.335.7400
                                                        FACSIMILED: 973.335.8018