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. 5)
                             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 and was previously paid.


[ ] 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: ---------------
        Filing party: -------------------------
        Form or registration No.: -------------
        Date filed: ---------------------------

[ ] 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 reported on April 15,
2004 it would issue $16,710,000 principal amount of New Notes in exchange for
$16,710,000 principal amount of the Old Notes which were properly tendered and
not withdrawn prior to the expiration of the Exchange Offer on April 14, 2004.
Due to a miscommunication with the Depository Trust Company on the amount of Old
Notes withdrawn, the amount of $1,158,000 was subtracted twice.  Accordingly,
the actual amount of New Notes issued is $17,868,000.  This amendment to jointly
filed 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.

    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, 6 and 12 of Schedule TO and Items 1, 4, 6
and 16 of Schedule 13E-3.




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

Exhibit (a)(5)(G) Press release dated May 4, 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:  May 4, 2004                                    and Secretary

                                       2

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

                                                        Exhibit (a)(5)(G)

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


            TRANS-LUX ANNOUNCES UPWARD ADJUSTMENT IN NOTES ISSUED IN
         EXCHANGE OFFER FOR 7 1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2006

NORWALK, CT, May 4, 2004 - Trans-Lux Corporation (AMEX:TLX), a leading
supplier of programmable electronic information displays and owner/operator of
cinemas, today announced that its Exchange Offer, pursuant to which Trans-Lux
Corporation offered 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") and expired on April 14, 2004, was even more
successful than reported on April 15, 2004, as it actually received $17,868,000
principal amount of Old Notes, for which it has issued a like number of New
Notes.  The adjustment was due to a miscommunication with the Depository Trust
Company, in which the Old Notes withdrawn in the amount of $1,158,000 had been
counted twice.

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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