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.  1)
                             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                        $12,309,000
AMOUNT OF FILING FEE ----------------------------$ 1,317.06*----------------



*Estimated for purposes of calculating the amount of the filing fee only and
previously paid.  The amount assumes the exchange of $12,309,000 principal
amount of Trans-Lux Corporation ("Trans-Lux") 8 1/4% Limited Convertible Senior
Subordinated Notes due 2012 ("8 1/4% Notes") for $12,309,000 principal amount of
Trans-Lux 7 1/2 % Convertible Subordinated Notes due 2006 ("7 1/2 % Notes").
The amount is based upon the maximum principal amount of Trans-Lux 8 1/4% Notes
to be issued in exchange.

[ ] 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 and Schedule
13E-3 previously filed with respect to the offer by Trans-Lux, a Delaware
corporation, to exchange (the "Exchange Offer") up to $12,309,000 principal
amount of Trans-Lux 8 1/4 % Limited Convertible Senior Subordinated Notes due
2012 (the "8 1/4 % Notes") for currently outstanding $12,309,000 principal
amount of Trans-Lux 7 1/2 % Convertible Subordinated Notes due 2006 (the "7 1/2
% Notes"), at the exchange rate of $1,000 principal amount of 8 1/4% Notes for
each $1,000 principal amount of 7 1/2 % Notes tendered.  Subject to the terms
and conditions of the Exchange Offer, Trans-Lux will issue up to $12,309,000
principal amount of 8 1/4 % Notes in exchange for up to $12,309,000 principal
amount of the 7 1/2 % Notes to the extent such 7 1/2 % 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 7 1/2 % Notes, and is subject to the
terms and conditions set forth in the Offering Circular, dated February 6, 2006,
(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.




    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 March 13, 2006.  The Exchange Offer was
originally scheduled to expire today, March 6, 2006 at 5:00 P.M.  New York City
time.

    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, 6 and 12 of Schedule TO and Items 1, 4, 6
and 16 of Schedule 13E-3.  The text of a press release dated March 6, 2006 by
Trans-Lux announcing the extension of the Exchange Offer is filed as Exhibit
(a)(5)(C) herewith and is incorporated by reference.


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


     (a)(5)(C) Press Release dated March 6, 2006 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:  March 6, 2006                   and Secretary

EX-99.A.5.C

                                                               Exhibit(a)(5)(C)
FOR IMMEDIATE RELEASE

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


                     TRANS-LUX ANNOUNCES ONE WEEK EXTENSION
                             OF EXCHANGE OFFER FOR
                7 1/2 % CONVERTIBLE SUBORDINATED NOTES DUE 2006

NORWALK, CT, March 6, 2006 - Trans-Lux Corporation (AMEX:TLX), a leading
supplier of programmable electronic information displays and owner/operator of
cinemas, today announced it has extended its Exchange Offer which commenced
February 6, 2006, pursuant to which Trans-Lux Corporation (the "Company") is
offering to exchange (the "Exchange Offer") $1,000 principal amount of its 8 1/4
% Limited Convertible Senior Subordinated Notes due 2012 ("8 1/4 % Notes") for
each $1,000 principal amount of its 7 1/2 % Convertible Subordinated Notes due
2006 ("7 1/2 % Notes").

The Company has received a minimal amount of tenders to date.  In order to
facilitate the completion of the Exchange Offer and enable holders of 7 1/2 %
Notes more time to consider the Exchange Offer, the Exchange Offer will now
expire March 13, 2006 at 5:00 P.M. New York City time.

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 and the
related Letter of Transmittal 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 7 1/2 %
Notes, at no expense to them.  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.

About Trans-Lux

Trans-Lux is a full-service, worldwide provider of integrated electronic display
solutions for today's communications environments.  Incorporated in 1920,
Trans-Lux specializes in the design, manufacture, installation and service of
large-scale indoor and outdoor LED electronic display systems for applications
in the financial, banking, gaming, corporate, transportation, entertainment and
sports industries.  Trans-Lux offers unique control systems as well as content
through its partnerships with key data suppliers in the markets the Company
serves.  Trans-Lux has display equipment installed at thousands of locations
around the world, including the world's major financial exchanges.  In addition
to its display business, the Company owns and operates a chain of motion picture
theatres in the western Mountain States.  For more information, please visit our
newly designed website at www.trans-lux.com.

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