SecProbe.io

October 8, 2013

Via E -mail
Gregory P. Anderson
President and Chief Executive Officer
The LGL Group, Inc.
2525 Shader Road
Orlando, Florida 32804

Re: The LGL Group, Inc.
 Registration Statement on Form S -3
Filed September 19, 2013
File No. 333-191269

Dear Mr. Anderson :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  our comment s, we may ask you to provide 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 .  Where 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 registration statement and the information you
provide in response to our comment s, we may have  additional comments.

Selling Stockholder, page  13

1. Please include in your prospectus a description of  the transactions through which the
selling stockholder acquired your common stock and warrants.  Refer to Regulation S -K
Item 507.  Include the date of the transaction and the consideration paid.

Incorporation by Reference, page 16

2. We see that after you filed your registration statement you filed a current report on
Form  8-K on each of September 19, 2013, September 23, 2013 and October 7, 2013.
Since Item  12(a) of Form S -3 requires a registrant to specifically incorporate its latest
Form  10-K and any other Section 13(a) reports filed since the end of the fiscal year
covered by the Form 10 -K, please file an amendment to your registration statement that
incorporates  all required reports.

Gregory P. Anderson
The LGL Group, Inc.
October 8, 2013
Page 2

 3. Please specifically identify the filings mentioned i n the last bullet point of this section.

Exhibit 5.1 – Legality Opinion

4. Please file a legality opinion which opines that the warrants are a binding obligation of
the registrant under the law of the jurisdiction governing the warrants.  For guidance,
please refer to Section II.B.1.f of Staff Legal Bulletin No.  19 – Legality and Tax
Opinions in Registered Offerings available on the Commission’s website at
http://www.sec.gov/interps/legal/cfslb19. htm.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the compan y 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 comment s, in the event you request acceleration of the effecti ve date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o 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 and the declaration of effect iveness 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 requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Gregory P. Anderson
The LGL Group, Inc.
October 8, 2013
Page 3

 Please contact Tim Buch miller  at (202) 551 -3635  or me at (202) 551 -3617 with any
questions.

Sincerely,

/s/ Russell Mancuso

Russ ell Mancuso
Branch Chief

cc (via e -mail):  Robert H. Friedman, Esq.
 Olshan Frome Wolosky LLP