SC 13E3/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE TO/A
                                 (Rule 14d-100)
          Tender Offer Statement under Section 14(d) (1) or 13(e) (1)
                     of the Securities Exchange Act of 1934
                               (Amendment No. 2)
                             TRANS-LUX CORPORATION
              ____________________________________________________
                       (Name of Subject Company (Issuer))

                             TRANS-LUX CORPORATION
              ____________________________________________________
                       (Name of Filing Person (Offeror))

                  7 1/2% Convertible Subordinated Notes due 2006
              ____________________________________________________
                         (Title of Class of Securities)

                                  893247 AD 8
              ____________________________________________________
                     (CUSIP Number of Class of Securities)

                                Angela D. Toppi
                     Executive Vice President and Secretary
                             TRANS-LUX CORPORATION
                              110 Richards Avenue
                             Norwalk CT  06856-5090
                                 (203) 853-4321
              ____________________________________________________
          (Name, address and telephone number of person authorized to
       Receive Notices and communications on behalf of the filing person)

                                    Copy to:

                              Gerald Gordon, Esq.
                      Weisman Celler Spett & Modlin, P.C.
                                445 Park Avenue
                           New York, New York  10022
                                 (212) 371-5400

                           Calculation of filing fee

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TRANSACTION VALUATION                  $30,177,000
AMOUNT OF FILING FEE ------------------$     3,823.43*--------------------------


*Estimated for purposes of calculating the amount of the filing fee only and
previously paid.  The amount assumes the exchange of $30,177,000 principal
amount of Trans-Lux Corporation ("Trans-Lux") 8 1/4% Limited Convertible Senior
Subordinated Notes due 2012 ("New Notes") for $30,177,000 principal amount of
Trans-Lux 7 1/2% Convertible Subordinated Notes due 2006 ("Old Notes").  The
amount
is based upon the maximum principal amount of Trans-Lux New Notes to be issued
in exchange.

[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid.  Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
    Amount previously paid: --------------------$1900.50
    Filing party: ------------------------------Trans-Lux Corporation
    Form or registration No.: ------------------Schedule TO
    Date filed: --------------------------------March 2, 2004

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:  [ ] Third-party tender offer subject to Rule 14d-1.

[X] Issuer tender offer subject to Rule 13e-4.

[X] Going-private transaction subject to Rule 13e-3.

[ ] Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer:  [ ]

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

    Trans-Lux Corporation ("Trans-Lux") hereby amends Schedule TO, as amended,
and Schedule 13E-3, as amended, previously filed with respect to the offer by
Trans-Lux, a Delaware corporation, to exchange (the "Exchange Offer") up to
$30,177,000 principal amount of Trans-Lux 8 1/4% Limited Convertible Senior
Subordinated Notes due 2012 (the "New Notes") for currently outstanding
$30,177,000 principal amount of Trans-Lux 7 1/2% Convertible Subordinated Notes
due 2006 (the "Old Notes"), at the exchange rate of $1,000 principal amount of
New Notes for each $1,000 principal amount of Old Notes tendered.  Subject to
the terms and conditions of the Exchange Offer, Trans-Lux will now issue up to
$30,177,000 principal amount of New Notes in exchange for up to $30,177,000
principal amount of the Old Notes to the extent such Old Notes are properly
tendered and not withdrawn prior to the expiration of the Exchange Offer.
Trans-Lux reserves the right to extend or terminate the Exchange Offer, if the
conditions set forth in the section of the Offering Circular (as defined below)
entitled "The Exchange Offer-Conditions of the Exchange Offer" are not
satisfied, and to otherwise amend the Exchange Offer in any respect.  The
Exchange Offer is open to all holders of Old Notes, and is subject to the terms
and conditions set forth in the Offering Circular, dated February 23, 2004, (the
"Offering Circular") and in the related Letter of Transmittal (the "Letter of
Transmittal") (which, as either may be amended or supplemented from time to
time, together constitute the "Disclosure Documents").  Subject to applicable
securities laws and the terms set forth in the Offering Circular, Trans-Lux
reserves the right to waive any and all conditions to the Exchange Offer.  The
Offering Circular and the Letter of Transmittal were attached to Schedules TO
and 13E-3 as originally filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
This amendment to joint Schedule TO and Schedule 13E-3 is intended to satisfy
the requirements of Rules 13E-3 and 13e-4 under the Securities Exchange Act of
1934, as amended.

    As previously announced, Trans-Lux has extended the period of time for
which the Exchange Offer is open to 5:00 P.M. New York City time on April 14,
2004.  The Exchange Offer was originally scheduled to expire on March 31, 2004
at 5:00 P.M. New York City time.  As of March 31, 2004, Trans-Lux received
tenders of $17,145,000 of Old Notes and will now accept any and all Old Notes
properly tendered and not withdrawn prior to the new expiration date.

    All information in the Disclosure Documents, including all schedules and
annexes, is hereby expressly incorporated by reference in answer to all items in
this Schedule TO, except as otherwise set forth below.  This Schedule TO is
combined with Schedule 13E-3 since the transaction might be deemed a "going
private" transaction.  Where items under Schedule 13E-3 are not part of Schedule
TO, they are listed at the end of this Schedule.  Where the same item is covered
by both schedules, the Schedule 13E-3 reference is below the Schedule TO
reference.  Items 1-6 are numbered the same in both schedules.

    This amendment amends Items 1, 4, and 6 of Schedule TO and Items 1, 4 and 6
of Schedule 13E-3.  The text of a press release dated April 1, 2004 by
Trans-Lux announcing it will accept all Old Notes properly tendered is filed as
Exhibit (a)(5)(D) herewith and is incorporated by reference.


ITEM 12.  EXHIBITS.
(Item 16 Schedule 13E-3)


    (a)(5)(D) Press Release dated April 1, 2004 filed herewith.



                                                      SIGNATURE

    After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.

                                                      By: /s/ ANGELA D.TOPPI
                                                      ------------------------
                                                      Angela D. Toppi
                                                      Executive Vice President
Date:  April 2, 2004                                        and Secretary

EX-99.(A)(5)(D)

                                                        EXHIBIT 99.(a)(5)(D)



FOR IMMEDIATE RELEASE

For Further Information
Contact:  Angela D. Toppi
Executive Vice President & CFO
203/853-4321
atoppi@trans-lux.com


TRANS-LUX ANNOUNCES IT WILL ACCEPT ALL
7 1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2006
TENDERED IN EXCHANGE OFFER

NORWALK, CT, April 1, 2004 - Trans-Lux Corporation (AMEX:TLX), a leading
supplier of programmable electronic information displays and owner/operator of
cinemas, yesterday announced it had extended its Exchange Offer that commenced
March 2, 2004, pursuant to which Trans-Lux Corporation (the "Company") is
offering to exchange (the "Exchange Offer") $1,000 principal amount of its new
8 1/4% Limited Convertible Senior Subordinated Notes due 2012 ("New Notes") for
each $1,000 principal amount of its 7 1/2% Convertible Subordinated Notes due
2006
("Old Notes").  The offer was for up to $15,000,000 principal amount, or 49.7%
of the $30,177,000 principal amount outstanding of the Old Notes.

The Company is now pleased to announce that, as of March 31, 2004, it has
received tenders of $17,145,000, and has decided to accept all Old Notes
tendered prior to the new expiration date of April 14, 2004.

As stated in the press release dated March 31, 2004 announcing the extension of
the Exchange Offer, the Company will also be mailing a Supplement to the
Offering Circular to the holders, which will include, among other information,
the Company's year-end 2003 results and the Company's decision to accept all Old
Notes tendered prior to the new expiration date and not withdrawn.


This announcement is not an offer to purchase nor a solicitation of an offer to
purchase with respect to any securities.  The offer is made solely by, and
subject to the terms and conditions set forth in, the Offering Circular, the
related Letter of Transmittal and the Supplement which is being prepared, which
should be read carefully by Noteholders before making any decision with respect
to the Exchange Offer because they contain important information.  The Offering
Circular, the related Letter of Transmittal and certain other documents were
sent to all Holders of Old Notes, at no expense to them and the Supplement will
likewise be sent.  The Tender Offer statement (including the Offering Circular,
the related Letter of Transmittal and all other Offer documents filed with the
Securities and Exchange Commission including amendments thereto) is also
available at no charge at the Securities and Exchange Commission's website at
http://www.sec.gov.  Holders of the Notes can also obtain copies of the Offering
Circular, the related Letter of Transmittal and all other Offer documents,
including amendments thereto from the Company from Ms. Angela D. Toppi,
Executive Vice President and Secretary by calling the Company at (203) 853-4321
or email at atoppi@trans-lux.com.

Trans-Lux is a worldwide, full-service provider of integrated multimedia systems
for today's communications environments.  The essential elements of these
systems are the real-time, programmable electronic information displays the
Company manufactures, distributes and services.  Designed to meet the evolving
communications needs of both the indoor and outdoor markets, these displays are
used primarily in applications for the financial, banking, gaming, corporate,
transportation, entertainment and sports industries.  In addition to its display
business, the Company owns and operates a chain of motion picture theatres in
the western Mountain States.

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