SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

          October 20, 2010

R. LaDuane Clifton Chief Accounting Officer The LGL Group, Inc. 2525 Shader Road Orlando, FL 32804
 Re: The LGL Group, Inc.
Registration Statement on Form S-3 Filed September 23, 2010
  File No. 333-169540

Dear Mr. Clifton:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 1. We note your September 14, 2010 press releas e indicating that the NYSE Amex has
contacted you concerning “unusual market activ ity” in your stock.  Plea se tell us whether
you have responded to this inquiry and also te ll us what you know about the causes of the
spikes in price and volume that the market for your stock has experienced in recent months.
 Exhibits

 2. Please file your indenture before requesting acceleration of the eff ective date of this
registration statement.  Refer to Questions 201.02 and 201.04 of the Division of Corporation Finance’s Compliance and Disclosu re Interpretations, Tr ust Indenture Act of
1939, available on our website at http://www.sec.gov/divisions/cor pfin/guidance/tiainterp.htm

R. LaDuane Clifton
Chief Accounting Officer The LGL Group, Inc. October 20, 2010 Page 2
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Joseph McCann at 202-551- 6262 or Daniel Morris at 202-551-3314 with
any questions.

     S i n c e r e l y ,
Martin James Acting Assistant Director
  cc (via fax): David J. Adler, Esq. – Olshan Grundman Frome Rosenzweig & Wolosky LLP