SecProbe.io

November 1 , 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.
 Amendment No. 1 to Registration Statement on Form S -3
Filed October 30, 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 comment.  Please respond to this letter by amending your registration statement
and providing the requested information .  Where you do not believe our comment a pplies 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, we may have  additional comments.

Exhibit 5.1

1. It appears that the warrants are go verned by the laws of the State of Delaware ; however,
we note that counsel has limited its opinion to the laws of “the State of New York, the
General Corporation Law of the State of Delaware (exclusive of court decisions and
regulations interpreting the same) and the Federal laws of the United States of America. ”
Please file an exhibit  which opines that the warrants are binding obligations of th e
registrant under all applicable laws of the jurisdiction  governing the warrant s, including
Delaware contract law.  Also, tell us the authority on which you rely to conclude that
filing an opinion that excludes court decisions and regulations satisfies your obligations
under Regulation S -K Item 601(b)(5).

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 company and i ts 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.

Gregory P. Anderson
The LGL Group, Inc.
November 1 , 2013
Page 2

 Notwithstanding our comment, in the event you request acceleration of the effective 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 f rom 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 accurac y of the disclosure in the filing; and

 the company may not assert staff comments and 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 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 resp ective 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 an y amendment prior to the requested effective date of the
registration statement.

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

Sincerely,

/s/ Russell Mancuso

Russell Mancuso
Branch Chief

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