8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of report (Date of earliest event reported): JUNE 30, 2006
                                                           -------------


                               THE LGL GROUP, INC.
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               (Exact Name of Registrant as specified in Charter)

          Indiana                       1-106                    38-1799862
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(State or other jurisdiction         (Commission                (IRS Employer
      of incorporation)              File Number)            Identification No.)

         140 Greenwich Avenue, 4th Floor, Greenwich, CT            06830
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           (Address of Principal Executive Offices)              (Zip Code)

       Registrant's telephone number, including area code: (203) 622-1150
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         (Former name or former address, if changed since last report.)

         Check the  appropriate  box below if the Form 8-K filing is intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
         (17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

     |_| Pre-commencement  communications  pursuant to Rule  14d-2(b)  under the
         Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the
         Exchange Act (17 CFR 240.13e-4(c))




Item 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         The  Company's  wholly-owned   subsidiaries  M-tron  Industries,   Inc.
("M-tron") and Piezo Technology, Inc. ("PTI") entered into a Second Amendment to
Loan Agreement, dated June 30, 2006, by and among M-tron Industries, Inc., Piezo
Technology, Inc. and First National Bank of Omaha ("FNBO"), and acknowledged and
guaranteed by the Company,  to extend to May 31, 2007, the term of the revolving
credit facility created under that certain Loan Agreement dated October 14, 2004
among such parties (the "Loan  Agreement").  In addition,  certain other changes
were made to the  definitions and financial  covenants.  In addition to the Loan
Agreement,  M-tron  and PTI  have an  outstanding  term  loan  with  FNBO for $2
million.

Item 9.01         FINANCIAL STATEMENTS AND EXHIBITS.

     (d) Exhibits.

         10.1     Second  Amendment to Loan  Agreement,  dated June 30, 2006, by
                  and among M-tron Industries,  Inc., Piezo Technology, Inc. and
                  First National Bank of Omaha,  and acknowledged and guaranteed
                  by the Company




                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.

                                            THE LGL GROUP, INC.

                                            By: /s/ Eugene Hynes
                                                --------------------------------
                                                Eugene Hynes
                                                Vice President

July 7, 2006

EX-10.1

FIRST NATIONAL BANK
OF AMERICA

                       SECOND AMENDMENT TO LOAN AGREEMENT

         THIS Amendment to Loan  Agreement made this 30th day of June,  2006, by
and between M-TRON  INDUSTRIES,  INC., a Delaware  corporation  ("M-TRON"),  and
PIEZO TECHNOLOGY,  INC., a Florida corporation (collectively,  the "Borrowers"),
and FIRST NATIONAL BANK OF OMAHA (the "Bank"),  a national  banking  association
established at Omaha, Nebraska.

         WHEREAS, M-TRON has existing term loans with the Bank evidenced by term
note number  2000001751-6  with a due date of April 30,  2007,  term note number
2000001751-8  with a due  date of  October  14,  2007  pursuant  to an  existing
additional  loan  agreement  with the Bank,  which shall remain in full force in
accordance with its terms; and

         WHEREAS,  M-TRON has an existing revolving line of credit with the Bank
evidenced by revolving note number 2000001751-10 with a due date of May 31, 2007
pursuant to an existing  additional loan agreement with the Bank, which shall be
paid in full from the proceeds of the Revolving Note; and

         WHEREAS,  the Bank is willing to provide such credit  facilities to the
Borrowers upon the terms and conditions herein set forth.

         WHEREAS, the parties hereto desire to amend the AGREEMENT.

         Now,  therefore,  in consideration  of the AGREEMENT,  and their mutual
promises made herein, BANK and BORROWERS agree as follows:

         1.       Terms which are typed herein as all capitalized  words and are
         not defined  herein shall have the same  meanings as when  described in
         the AGREEMENT.

         2.       Article  I  Section  1.01  Defined  Terms   "Borrowing   Base"
         subsection  (b) of the AGREEMENT is hereby  amended to read,  effective
         immediately:

                  The aggregate of (i) 80% of the  Borrowers'  current  ELIGIBLE
                  ACCOUNTS (as such term is defined below) on the date reported,
                  plus  (ii)  60% of  ELIGIBLE  FOREIGN  ACCOUNTS  with a cap of
                  $750,000,  plus (iii) 50% of the Borrowers' ELIGIBLE INVENTORY
                  (as defined below) valued at the lower of cost or market.  The
                  term "ELIGIBLE ACCOUNTS means an account owing to the Borrower
                  and arising in the ordinary course of the Borrowers'  business
                  which meets all of the following specifications at the time it
                  came into existence and continues to meet the same until it is
                  collected in full:

                           (a) The  account is due and  payable  and has been so
                  not more than ninety  (90) days after the invoice  date stated
                  in the  applicable  invoice or other writing  evidencing  such
                  account;




                           (b) The account is not owing by an account debtor who
                  has failed to pay ten (10%) or more of the aggregate amount of
                  its  accounts  owing to the Borrower  within  ninety (90) days
                  after the  invoice  date stated in the  applicable  invoice or
                  other writing evidencing such account;

                           (c) The  account is due and  payable  from an account
                  debtor located in the continental United States which is not a
                  subsidiary  or  affiliate  (under  common  ownership  and  /or
                  control) of Borrower;

                           (d)  The  account  is  not an  account  due  from  an
                  affiliate  of the  Borrowers'  and  is  not  an  inter-company
                  account;

                           (e) The  account is not a credit  that is past due 90
                  days or more;

                           (f) The account arose from a bona fide, outright sale
                  of goods by  Borrower or from the  performance  of services by
                  Borrower and Borrower  has  possession  of and will deliver to
                  Lender,   if   requested,   shipping  and  delivery   receipts
                  evidencing   shipment  of  the  goods  or  inventory  and,  if
                  representing  services,  receipts and/or  invoices  evidencing
                  that the services have been fully performed for the respective
                  account debtor;

                           (g) The  account is not  subject  to any  assignment,
                  claim,  lien or security  interest of any character created by
                  Borrower,  or claimed  under or through  Borrower,  except the
                  security  interest of Lender,  and Borrower  will not make any
                  other  assignment  thereof  or  create  any  further  security
                  interest  therein nor permit its rights  therein to be reached
                  by attachment, levy, garnishment or other judicial process;

                           (h) The account is the valid and legally  enforceable
                  obligation of the account debtor thereunder and is not subject
                  to any claim for credit,  set-off,  allowance or adjustment by
                  the account debtor or any counterclaim, and the account debtor
                  has not  returned  any of the goods from the sale of which the
                  account arose, nor has any partial payment been made thereon;

                           (i) The  account  arose  in the  ordinary  course  of
                  Borrower's  business,   and  not  notice  of  the  bankruptcy,
                  insolvency or adverse change in the financial condition of the
                  account debtor has been received;

                           (j) The account is not owing by an account debtor for
                  which  Borrower has received or has  knowledge of the death or
                  dissolution of the account debtor, the insolvency, termination
                  of existence, business failure or disappearance of the account
                  debtor,  the  appointment  of a  receiver  for any part of the
                  property  of the  account  debtor  or an  assignment  for  the
                  benefit of  creditors  or the filing by or against the account
                  debtor of a petition under the  commencement of any proceeding
                  under any bankruptcy code or process;




                           (k) The account is not  evidenced  by a judgment,  an
                  instrument or chattel paper; and

                           (l) The  account  debtor  is not an  employee  of the
                  Borrower

                  An account which is at any time an Eligible  Account but which
                  subsequently  fails to meet any of the foregoing  requirements
                  shall  forthwith  cease to be an  Eligible  Account.  The term
                  ELIGIBLE FOREIGN ACCOUNTS means the account is due and payable
                  from an account  debtor  located  outside  of the  continental
                  United  States which is not a subsidiary  or affiliate  (under
                  common  ownership  and /or  control) of Borrower and meets the
                  criteria as stated under ELIGIBLE ACCOUNTS (except section c).

                  The term ELIGIBLE  INVENTORY shall mean  Borrower's  inventory
                  which is in good and  merchantable  condition,  is new and not
                  used,  is not  obsolete,  discontinued  or, in the  opinion of
                  Lender, is not otherwise merchantable,  and is not slow moving
                  inventory  (slow moving  inventory,  as defined by the company
                  would  be  inventory  which  has not  sold in 360  days  after
                  acquisition  and is reserved  50% plus that which has not sold
                  for 720 days and is  reserved  100%),  in  transit  inventory,
                  consigned  goods,  inventory  located  outside  of the  United
                  States  and  inventory  covered  by and  subject to a seller's
                  right to repurchase or any consensual or nonconsensual lien or
                  security interest  (including,  without  limitation,  purchase
                  money  security  interests)  in favor of any party  other than
                  Lender.  Eligible  Inventory  shall be valued at the lesser of
                  cost or present value, determined in accordance with generally
                  accepted  accounting  principles  in  effect  at the  time  of
                  determination.  Any  inventory  which is at any time  Eligible
                  Inventory  but  which  subsequently  fails  to meet any of the
                  foregoing  requirements  shall  forthwith cease to be Eligible
                  Inventory.

                  The term  "Tangible  Net  Worth"  of the  AGREEMENT  is hereby
amended to read, effective immediately:

                  "Tangible Net Worth" means total assets less total liabilities
                  (but excluding Subordinated Debt existing on the Closing Date,
                  in an amount of not less than $2,500,000) ...

                  The term "Working  Capital" of the AGREEMENT is hereby amended
to read, effective immediately:

                  ...  exercise of its reasonable  discretion.)  For calculation
purposes  for  Working  Capital and the Current  Ratio the  BORROWER  may reduce
current  liabilities  by the  amount of  $1,175,000  which is listed as  Federal
Income Taxes Payable on the Balance Sheet.




         3.       ARTICLE VIII,  Section 8.01 Minimum  Working Capital is hereby
         amended to read effective immediately:

                  The Borrower  M-Tron/PTI will maintain at all times after June
                  30, 2006, an excess of current assets over current liabilities
                  of not less than $2,000,000.

         4.       ARTICLE VIII,  Section 8.04 Current Ratio is hereby amended to
         read effective immediately:

                  ...  At all times  after  June 30,  2006,  the  Borrower  will
                  maintain a ratio of current  assets to current  liabilities of
                  not less than 1.2 to 1.0.

         5.       Article  I.  Section  1.01.   Defined  Terms  "Revolving  Loan
         Termination  Date"  (a) of the  AGREEMENT  is hereby  amended  to read,
         effective immediately:

                           (a) May 31, 2007,

         6.       Article II Section 2.12, Repayment of Revolving Note is hereby
         amended to read, effective immediately:

                  2.12 The  Revolving  Note shall be due and  payable on May 31,
                  2007.  Interest only shall be payable monthly on the Revolving
                  Note. All outstanding  principal and interest shall be due and
                  payable on May 31, 2007.

         7.       BORROWER  certifies  by its  execution  hereof that all of the
         representations  and  warranties set forth in the AGREEMENT are true as
         of this date, and that no EVENT OF DEFAULT under the AGREEMENT,  and no
         event  which,  with the  giving of notice or  passage  of time or both,
         would  become such an EVENT OF DEFAULT,  has  occurred as of  execution
         hereof,  except as disclosed to BANK. All other terms and conditions of
         the  AGREEMENT  not affected or amended by this  AGREEMENT,  are hereby
         ratified and confirmed.

         8.       GUARANTOR   acknowledges   and   consents  to  the   foregoing
         amendment,  and agrees and  confirms  that his  separate  guarantee  of
         BORROWER's  obligations  to BANK are,  and  continue  to be,  valid and
         binding obligations of GUARANTOR.

         9.       Except as herein  amended,  the AGREEMENT  continues to be the
         valid, binding obligation of BORROWER.




         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their respective officers thereunto duly authorized,  as of the date
first above written.

M-TRON INDUSTRIES, INC.                          FIRST NATIONAL BANK OF OMAHA

By: /s/ David Rein                               By: /s/ Mark McMillian
    ------------------------                         ---------------------------
Its: Vice President                                  Its: Vice President


PIEZO TECHNOLOGY, INC.

By: /s/ David Rein
    ------------------------
Its: Vice President


ACKNOWLEDGED BY GUARANTOR:

LYNCH CORPORATION

By: /s/ Eugene Hynes
    ------------------------
Its: Vice President