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 19, 2007
                                                           -------------


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

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

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

       Registrant's telephone number, including area code: (203) 622-1150
                                                           --------------


- --------------------------------------------------------------------------------
         (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.

      Effective on May 31, 2007, Lynch Systems, Inc. ("Lynch Systems"), a wholly
owned  subsidiary  of the  Registrant,  entered into a second  amendment to that
certain asset purchase  agreement dated May 17, 2007 (the "Purchase  Agreement")
by  and  between  Lynch   Systems  and  Olivotto   Glass   Technologies   S.p.A.
("Olivotto").  The  second  amendment,  among  other  things,  excluded  certain
additional  accounts  receivable from the assets being sold by Lynch Systems and
modified  the  valuation  of certain  items of  inventory.  A copy of the second
amendment is attached hereto as Exhibit 10.1.

      The  terms of the  Purchase  Agreement  were  previously  reported  in the
Company's  Current  Report on Form 8-K filed with the  Securities  and  Exchange
Commission  on May 21,  2007 and in the  press  release  filed as  Exhibit  99.1
thereto.

ITEM 2.01.  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

      In accordance with the Purchase  Agreement,  as amended, on June 19, 2007,
Lynch Systems completed the sale of certain of its assets to Lynch Technologies,
LLC (the "Buyer"),  the assignee of Olivotto's  rights and obligations under the
Purchase Agreement.

      The assets sold under the Purchase Agreement, as amended, included certain
accounts receivable,  inventory, machinery and equipment. The Buyer also assumed
certain  liabilities  of Lynch Systems,  including  accounts  payable,  customer
deposits  and  accrued  warranties.   After  deduction  of  the  amount  of  the
liabilities  assumed  ($601,145) from the value of the assets sold ($1,572,960),
Lynch  Systems  was due a net cash  payment in the amount of  $971,815.  Of such
amount,  $721,815 was paid upon closing and the balance is payable approximately
90 days after closing,  assuming  collection of certain  accounts  receivable of
Lynch  Systems.  The assets  retained  by Lynch  Systems  comprise  the land and
building used in its  operations  and accounts  receivable  and inventory with a
book value in excess of $600,000.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(b)   Pro Forma Financial Information

      The unaudited pro forma consolidated condensed statement of income for the
year ended December 31, 2004 is attached hereto as Exhibit 99.1.

      The unaudited pro forma consolidated condensed statement of income for the
year ended December 31, 2005 is attached hereto as Exhibit 99.2.

      The unaudited pro forma consolidated condensed statement of income for the
year ended December 31, 2006 is attached hereto as Exhibit 99.3.

      The unaudited pro forma consolidated condensed statement of income for the
three months ended March 31, 2007 is attached hereto as Exhibit 99.4.

      The unaudited  consolidated balance sheet as at March 31, 2007 is attached
hereto as Exhibit 99.5.



(d)   Exhibits

      Exhibit No.       Exhibits
      -----------       --------

      10.1              Second  Amendment to Asset Purchase  Agreement dated May
                        31, 2007 by and between Lynch Systems, Inc. and Olivotto
                        Glass Technologies, S.p.A.

      99.1              Unaudited Pro Forma Consolidated Statement of Income for
                        the year ended December 31, 2004.

      99.2              Unaudited Pro Forma Consolidated Statement of Income for
                        the year ended December 31, 2005.

      99.3              Unaudited Pro Forma Consolidated Statement of Income for
                        the year ended December 31, 2006.

      99.4              Unaudited Pro Forma Consolidated Statement of Income for
                        the three months ended March 31, 2007.

      99.5              Unaudtied  Consolidated  Balance  Sheet as at March  31,
                        2007.


                                       3


                                    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.


June 25, 2007

                                    THE LGL GROUP, INC.


                                    By:  /s/ Jeremiah Healy
                                         --------------------------------------
                                         Name: Jeremiah Healy
                                         Title: Chief Executive Officer


                                       4

EX-10.1

                                                                    Exhibit 10.1


                  SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT

      SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Second  Amendment"),
dated as of May 31, 2007, by and between OLIVOTTO GLASS  TECHNOLOGIES  S.P.A.,
an Italian  corporation  ("Buyer"),  and LYNCH  SYSTEMS,  INC., a South Dakota
corporation ("Seller").

                              W I T N E S S E T H:

      WHEREAS, the Buyer and the Seller entered into that certain Asset Purchase
Agreement  dated as of May 17,  2007,  as  amended by First  Amendment  to Asset
Purchase  Agreement  dated May 22, 2007 (as so amended,  the  "Agreement"),  and
desire  to  enter  into  this  Second  Amendment  in  order  to make  additional
amendments to the Agreement;

      WHEREAS, pursuant to Section 11.3 of the Agreement, Buyer has assigned and
delegated,  and Lynch  Technologies  LLC, a Delaware limited  liability  company
wholly owned by Buyer ("Assignee"), has accepted and assumed, Buyer's rights and
obligations under the Agreement, including without limitation the payment of the
Closing Payment;

      NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
adequacy of which are hereby  acknowledged,  the parties  hereto hereby agree as
follows:

                                   ARTICLE I.

                                   AMENDMENTS

      1.1  Capitalized  terms used in the  Second  Amendment  but not  otherwise
defined herein shall have the respective  meanings ascribed to such terms in the
Agreement.

      1.2  For the purpose of  calculating  the  Purchase  Price and the Closing
Payment,  items of Inventory  first  received by Seller on or after May 31, 2007
("Transition  Inventory") shall be valued at 100% of Book Value only if (i) such
Transition Inventory relates to open purchase orders existing on the date hereof
listed  on  Schedule  1.2  annexed  hereto  as  approved  by Buyer or (ii)  such
Transition  Inventory relates to new customer orders received  subsequent to May
31, 2007  approved  by Buyer in writing.  In all other  cases,  such  Transition
Inventory shall be valued in accordance with Schedule 3.4(a) (as amended by this
Second Amendment) for purposes of calculating the Purchase Price and the Closing
Payment.

      1.3  Effective as of the date hereof  Section  9.1(e) of the  Agreement is
amended and restated to read in full as follows:

            "(e) by  either  Buyer or  Seller if the  Closing  has not  occurred
            (other than  through the failure of any party  seeking to  terminate
            this  Agreement  to  comply  in  all  material   respects  with  its
            obligations under this Agreement) on or before June 18, 2007;"

      1.4  Effective as of the date hereof  Section  7.1(b) of the  Agreement is
amended and restated to read in full as follows:



            "(b) Executed  counterparts  of Assignments  and  Assumptions of the
            Permits,  the  Personal  Property  Leases  and the  Contracts  which
            include the written  consents of all parties  (including the consent
            of Emhart Glass S.A. but excluding that of The Eldrid Company, Inc.)
            necessary  in  order  to  duly  transfer  all  of  Seller's   rights
            thereunder  to  Buyer,   in  the  form  of  Exhibit  C  hereto  (the
            "Assignments and Assumptions")."

      1.5  The last  paragraph of Section 1.1 is hereby  amended and restated in
its entirety as follows:

            Notwithstanding  the  foregoing,  there shall be  excluded  from the
            Property the following assets and properties of Seller related to or
            used in  connection  with  the  Business:  (i)  all  cash  and  cash
            equivalents;  (ii) all tax  refunds  of any kind paid or  payable to
            Seller;  (iii)  all  assets  listed  on  Schedule  1.1(l),  (iv) all
            accounts  receivable from Hind Glass,  Bouteillerie  and PT Kedaung,
            the gearless tablewear shear, the show machine and that certain used
            machine  presently  in India  which  Buyer has  received  in partial
            payment  from  Advanced  Lamp  Component  &  Tablewares  (the  "Used
            Machine");  (v) the real  property of Seller  identified on Schedule
            1.1(m) (the "Real Property"); (vi) all corporate minute books, stock
            records, tax returns,  checkbooks,  books of original entry and bank
            statements and supporting  materials of Seller for all periods,  all
            of which  shall be  subject to  Buyer's  right to inspect  and copy;
            (vii) all  insurance  policies;  (viii)  all  claims,  causes of and
            choses  in  action of any sort  that  Seller  may  have,  including,
            without  limitation,  under  any  of  Seller's  insurance  policies,
            against any of the officers, directors and/or shareholders of Seller
            and/or  the  parents,  spouses  and lineal  descendants  of any such
            persons;  (ix) rights of  set-off,  counterclaim  and/or  recoupment
            respecting  any  liabilities  or  obligations of Seller not included
            within the Assumed Liabilities (as hereinafter defined); and (x) the
            Closing Payment (as hereinafter defined); and (xi) all rights in and
            to the name "Lynch" for all uses other than in  connection  with the
            products manufactured in the Business on the Closing Date.

      1.6  Section  3.6 is  hereby  amended  and  restated  in its  entirety  as
follows:

                  "SECTION 3.6 CONSIGNMENT OF CERTAIN ITEMS.

                  (a) For a period of eighteen (18) months following the Closing
            Date  the  gearless  tablewear  shear  and  the  show  machine  (the
            "Consigned  Items") shall be held on consignment by Buyer.  If Buyer



            receives  any offers to purchase any of the  Consigned  Items from a
            third party during such  eighteen-month  period Buyer shall promptly
            notify Seller and if Seller  accepts such offered terms the proceeds
            of such sale shall be shared equally  between  Seller and Buyer.  If
            the  Consigned  Items  have  not  been  so  sold  by the end of such
            eighteen-month   period  Buyer  shall  deliver   possession  of  the
            Consigned Items to Seller.

                  (b) For a period of  twenty-four  (24)  months  following  the
            Closing Date the Used Machine shall be held on consignment by Buyer.
            If Buyer  receives  any offers to purchase  the Used  Machine from a
            third  party  during  such  twenty-four  month  period  Buyer  shall
            promptly  notify Seller and if Seller accepts such offered terms the
            proceeds of such sale shall be delivered  promptly to Seller in such
            form as they were received including any necessary endorsements.  If
            the Used Machine has not been so sold by the end of such twenty-four
            month period Buyer shall  deliver  possession of the Used Machine to
            Seller.

      1.7  The  Agreement is hereby  amended by adding the following new Section
6.13:

                  "SECTION 6.13 COLLECTION OF RECEIVABLES.  If after the Closing
            Date,  Seller  receives  any payments  with respect to  Receivables,
            Seller agrees to promptly  deliver such payments to the Buyer in the
            form  received,  including  any necessary  endorsements,  and in any
            event  within five  Business  Days to a bank account  designated  by
            Buyer by June 22, 2007.  Seller agrees to provide Buyer with updates
            on Tuesday evening of each week regarding Seller's receipt,  if any,
            of payments on the Receivables."

      1.8  Schedule  3.4(a) is amended  and  restated to read in full as annexed
hereto.

                                   ARTICLE II.

                                  MISCELLANEOUS

      2.1  COUNTERPARTS. This Second Amendment may be executed by one or more of
the parties to this Second Amendment in any number of separate  counterparts and
all of said  counterparts  taken  together shall be deemed to constitute one and
the same instrument.

      2.2  GOVERNING LAW. This Second  Amendment and the rights and  obligations
of the parties under this Second  Amendment  shall be governed by, and construed
and  interpreted  in accordance  with, the laws of the State of New York without
regard to choice of law provisions.



      2.3  ENTIRE AGREEMENT. This Second Amendment,  together with the Agreement
and the other documents and agreements  reverenced therein to be executed by the
parties   concurrently  with  the  Agreement  or  at  the  Closing   thereunder,
constitutes  the entire  agreement  of the parties  with  respect to the subject
matter hereof,  and supersedes any prior agreements or  understandings,  whether
written or oral with respect to such subject matter.

                            [SIGNATURE PAGE FOLLOWS]



      IN WITNESS WHEREOF,  the parties have executed this Second Amendment as of
the date first written above.


BUYER:

OLIVOTTO GLASS TECHNOLOGIES S.P.A.

By:   /s/ Giulio Napoli
      ---------------------
      Name: Giulio Napoli
      Title: President


SELLER:

LYNCH SYSTEMS, INC.

By:  /s/ Jeremiah Healy
     ----------------------
      Name: Jeremiah Healy
      Title: Chairman of the Board of Directors


ASSIGNEE:

LYNCH TECHNOLOGIES LLC

By:  /s/ Giulio Napoli
     ----------------------
      Name: Giulio Napoli
      Title: President

EX-99.1

                                                                                         Exhibit 99.1


LYNCH CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF OPERATIONS  (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)


                                                                   LGL GROUP, INC.
                                                                   UNAUDITED PROFORMA CONSOLIDATED
                                                                   CONDENSED STATEMENTS OF OPERATIONS
                                                                   YEAR ENDED DECEMBER 31,  2004


                                                                                (1)
                                                          as reported    Reflects Activity    Proforma
                                                                         of Lynch Systems
                                                          --------------------------------------------
SALES AND REVENUES                                         $    33,834    $    10,421    $    23,413
COST OF SALES                                                   25,784          8,677         17,107
                                                           -----------    -----------    -----------
GROSS PROFIT                                                     8,050          1,744          9,194
SELLING, GENERAL AND ADMIN  EXPENSES                            10,938          3,334          7,604
                                                           -----------    -----------    -----------
OPERATING INCOME (LOSS)                                         (2,888)        (1,590)         1,590


INVESTMENT INCOME                                                   15             (2)            17
INTEREST (EXPENSE)                                                (360)           (92)          (268)
OTHER INCOME (EXPENSE)                                               7             12             (5)
                                                           -----------    -----------    -----------
INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES               (3,226)        (1,672)        (1,554)


PROVISION FOR FEDERAL INCOME TAXES                                (100)           635           (735)
                                                           -----------    -----------    -----------

NET INCOME (LOSS)                                               (3,326)        (1,037)        (2,289)
                                                           ===========    ===========    ===========


basic and diluted weighted average shares outstanding        1,524,863                     1,524,863
Earnings Per Share                                              ($2.18)                       ($1.50)

(1) represents the elimination of the revenue and other costs associated with Lynch Systems which was
sold on June 19, 2007

EX-99.2

                                                                                                 Exhibit 99.2



LYNCH CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF OPERATIONS  (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)


                                                               LGL GROUP, INC.
                                                               UNAUDITED PROFORMA CONSOLIDATED
                                                               CONDENSED STATEMENTS OF OPERATIONS
                                                               YEAR ENDED DECEMBER 31,  2005


                                                                       (1)                (2)
                                                   as reported  reflects activity      sfas 123R    Proforma
                                                                of Lynch Systems     adjustment
                                                    -----------  ----------------    ---------   -----------

SALES AND REVENUES                                  $    46,183    $    11,132                   $    35,051
COST OF SALES                                            31,448          6,975                        24,473
                                                    -----------    -----------          -----    -----------
GROSS PROFIT                                             14,735          4,157                        10,578
SELLING, GENERAL AND ADMIN  EXPENSES                     13,557          3,723            340         10,174
                                                    -----------    -----------          -----    -----------
OPERATING INCOME (LOSS)                                   1,178            434           (340)           404


INVESTMENT INCOME                                           608             16                           592
INTEREST (EXPENSE)                                         (847)          (148)                         (699)
OTHER INCOME (EXPENSE)                                       62             (1)                           63
                                                    -----------    -----------          -----    -----------
INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES         1,001            301           (340)           360


PROVISION FOR FEDERAL INCOME TAXES                          209           (115)                          324
                                                    -----------    -----------          -----    -----------

NET INCOME (LOSS)                                         1,210            186           (340)           684
                                                    ===========    ===========          =====    ===========
weighted average shares outstanding                   1,647,577                                    1,647,577
Earnings Per Share                                  $      0.73                                  $      0.42


(1) represents the elimination of the revenue and other costs associated with Lynch Systems which was sold on
June 19, 2007

(2) represents the effect of having implemented SFAS 123R as of January 1, 2005.

EX-99.3

                                                                                                  Exhibit 99.3


LYNCH CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF OPERATIONS  (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)


                                                                           LGL GROUP, INC.
                                                                           UNAUDITED PROFORMA CONSOLIDATED
                                                                           CONDENSED STATEMENTS OF OPERATIONS
                                                                           YEAR ENDED DECEMBER 31, 2006

                                                                                    (1)
                                                               As Reported    Reflects Activity    Pro-forma
                                                                              of Lynch Systems
SALES AND REVENUES                                             $    49,300      $     7,751      $    41,549
COST OF SALES                                                       35,747            6,445           29,302
                                                               -----------      -----------      -----------
  OPERATING EXPENSES                                                14,101            3,017           11,084
                                                               -----------      -----------      -----------
OPERATING INCOME (LOSS)                                               (548)          (1,711)           1,163

INVESTMENT INCOME                                                    1,750               (2)           1,752
INTEREST (EXPENSE)                                                    (570)            (105)            (465)
OTHER INCOME (EXPENSE)                                                   7               14               (7)
                                                                     1,187              (93)           1,280
                                                               -----------      -----------      -----------
INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES                      639           (1,803)           2,442

PROVISION FOR FEDERAL INCOME TAXES                                     226              341             (115)
                                                               -----------      -----------      -----------
NET INCOME (LOSS)                                              $       865       $   (1,462)     $     2,327
                                                               ===========      ===========      ===========
weighted average shares outstanding                              2,154,702                         2,154,702
Earnings Per Share                                             $      0.40                       $      1.08

(1) represents the elimination of the revenue and other costs associated with Lynch Systems which was sold on
June 19, 2007

EX-99.4

                                                                                           Exhibit 99.4


LYNCH CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF OPERATIONS  (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)


                                     LGL GROUP, INC.
                                     UNAUDITED PROFORMA CONSOLIDATED
                                     CONDENSED STATEMENTS OF OPERATIONS
                                     QUARTER ENDED 3/31/2007

                                                                              (1)
                                                       Consolidated     Reflects Activity    Pro Forma
                                                                        of Lynch Systems
SALES AND REVENUES                                      $    10,667     $     1,290         $     9,377
COST OF SALES                                                 8,307             890               7,417
                                                        -----------     -----------         -----------
  OPERATING EXPENSES                                          3,248             597               2,651
                                                        -----------     -----------         -----------
OPERATING INCOME (LOSS)                                        (888)           (260)               (691)
                                                                                                      0
INVESTMENT INCOME                                             1,526               0               1,526
INTEREST (EXPENSE)                                              (96)             (7)                (89)
OTHER INCOME (EXPENSE)                                          (10)             (0)                (10)
                                                        -----------     -----------         -----------
INCOME (LOSS) FROM OPERATIONS BEFORE INCOME                     532            (267)                799

PROVISION FOR FEDERAL INCOME TAXES                              (58)             92                (149)
                                                        -----------     -----------         -----------
NET INCOME (LOSS)                                       $       474            (175)                649
                                                        ===========     ===========         ===========
WEIGHTED AVERAGE SHARES BASIC                             2,154,702                           2,154,702
WEIGHTED AVERAGE SHARES DILUTED                           2,175,813                           2,175,813
Earnings Per Share basic                                $      0.22                         $      0.30
Earnings Per Share fully diluted                        $      0.22                         $      0.30

(1) represents the  elimination of the revenue and other costs  associated  with Lynch Systems which
was sold on June 19, 2007

EX-99.5

                                                                                Exhibit 99.5


                                LGL GROUP AND SUBSIDIARIES
                         CONSOLIDATING BALANCE SHEET (UNAUDITED)
                                      MARCH 31, 2007
                                      (IN THOUSANDS)

                                                     As Reported                  Pro Forma
Assets                                                  Total      Pro Forma       Total
Current Assets                                         03/31/07    Adjustments    03/31/07
                                                   -------------   ------------   ----------
     Cash and cash equivalents                          $  4,662     $  1,841     $  6,503
     Restricted cash                                       1,196         (869)         327
     Investments - Marketable Securities                      55                        55
     Trade accounts receivables, gross                     7,642         (293)       7,349
     Allowance for doubtful accounts                      (1,111)                   (1,111)
     Trade accounts receivables, net                       6,531         (293)       6,238
     Unbilled accounts receivable                            227                       227
     Inventories                                           8,012       (2,042)       5,970
     Prepaid expenses and other current assets               497                       497
     TOTAL CURRENT ASSETS                                 21,180         (363)      20,817
PROPERTY, PLANT AND EQUIPMENT
     Land                                                    855                       855
     Buildings and improvements                            5,770                     5,770
     Machinery and equipment                              15,401         (120)      15,281
     Less: accumulated depreciation                      (15,521)                 (15,521)
NET PROPERTY, PLANT AND EQUIPMENT                          6,505         (120)       6,385
DEFERRED INCOME TAXES                                        111                       111
OTHER ASSETS                                                 439                       439

                                                        --------     --------     --------
    TOTAL ASSETS                                        $ 28,235     $ (1,483)    $ 26,752
                                                        ========     ========     ========


                                                     As Reported                  Pro Forma
LIABILITIES AND SHAREHOLDERS' EQUITY                    Total      Pro Forma       Total
CURRENT LIABILITIES:                                   03/31/07    Adjustments    03/31/07
                                                   -------------   ------------   ----------
     Notes payable to banks                               $  1,930                $  1,930
     Trade accounts payable                                  2,217        (193)      2,024
     Accrued income taxes                                       38                      38
     Accrued expenses                                        2,960        (290)      2,670
     Customer advances                                         684                     684
     Current maturities of long-term debt                    1,833                   1,833
     TOTAL CURRENT LIABILITIES                               9,663                   9,663
Long-Term Debt                                               2,987                   2,987
     TOTAL LIABILITIES                                      12,650        (483)     12,167

Shareholders' Equity
     Common stock                                               22                      22
     Additional paid-in capital                             21,102                  21,102
     Accumulated deficit - prior period                     (5,712)                (5,712)
     Current net Income (loss)                                 474                     474
     Accumulated other comprehensive Income                    346                     346
     Treasury stock                                           (646)                  (646)
     TOTAL SHAREHOLDERS' EQUITY                             15,585     (1,000)(1)  14,585

                                                          --------    --------    --------
     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $ 28,235    $(1,483)   $ 26,752
                                                          ========    ========    ========

(1) Represents loss on sale of Lynch Systems, Inc.