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    2525
Shader Road

       Orlando,
FL 32804

       Phone
(407) 298-2000 X146

       Fax
(407) 578-7731

    April 23,
2008

    Dennis C.
Hult

    Staff
Accountant

    UNITED
STATES

    SECURITIES
AND EXCHANGE COMMISSION

    100 F
Street, N.W.

    Washington,
DC 20549

    Re:          The
LGL Group, Inc.

    Item 4.02 Form 8-K

    Filed April 16, 2008

    File No. 1-0016

    Dear Mr.
Hult:

    It was a
pleasure talking with you yesterday. As we discussed, listed below are our
responses to your letter dated April 17, 2008:

              1.

              Please tell us whether you
      intend to file restated financial statements. We submitted a letter
      to the Office of the Chief Accountant, Division of Corporation Finance of
      the Securities and Exchange Commission (“SEC”) on April 17, 2008. In our
      letter, the Company stated that it determined that the accounting
      treatment for certain foreign currency transactions was inappropriate and
      that certain accounting errors were made in 2006 and prior years. At
      December 31, 2006, the accumulated net credit balance was $172,000. As
      discussed within our April 17, 2008 letter, the Company has determined
      that recognizing the correction of this error in Q1 2007 would not have a
      material effect on the Company’s 2007 financial statements, Q1 2007
      results, nor on prior period financial statements, and has requested
      guidance from and concurrence with our conclusion from the SEC. If the SEC
      agrees with our conclusion, all three 10-Qs for 2007 need to be restated.

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              2.

              Please tell us if your
      certifying officers reconsidered the effect on the adequacy of your
      disclosure controls and procedures as of the end of the period covered by
      your Form   10-Q for the period March 31, 2007 in light of
      the material error you have disclosed. Additionally, tell us what affect
      the error had on your current evaluation of disclosure controls and
      procedures as of your fiscal year end December 31, 2007. No
      disclosure was previously made for the quarter ended March 31, 2007 by the
      former principal executive and financial officers of the Company.
      Disclosures were made by the former executives for the quarters ended June
      30, 2007 and September 30, 2007. The error was taken into consideration by
      the Company’s principal executive and financial officers in evaluating the
      overall effectiveness of the Company’s internal disclosure controls and
      procedures. Listed below are the proposed disclosures that will be
      included in the Company’s 10-K for the year ended December 31,
      2007.

    Item
9A(T).  Controls and Procedures.

    Evaluation
of our Disclosure Controls and Procedures

    Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we evaluated the effectiveness of
the design and operation of our disclosure controls and procedures (as defined
under Exchange Act Rule 13a-15(e)) as of December 31, 2007 during the months of
February and March, 2008. Based on this evaluation, management has concluded
that as of December 31, 2007, such disclosure controls and procedures were
ineffective.

    The
Company did not effectively communicate and implement the Company’s compliance
program. Specifically, internal controls were not properly identified,
communicated and implemented by the responsible personnel across the Company in
a timely manner. As a result, the Company had operating deficiencies primarily
due to undocumented evidence of the review and approval of key internal
controls. Our risk oversight function lacked enterprise-wide direction and
coordination with senior management in rolling out the Company’s compliance
program.

    Management’s
Report on Internal Controls Over Financial Reporting

    Management
is responsible for establishing and maintaining adequate internal control over
financial reporting.  Under the supervision and with the participation
of management, including our Chief Executive Officer and Chief Financial
Officer, management assessed the effectiveness of internal control over
financial reporting as of December 31, 2007 based on the guidance for smaller
companies in using the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) Internal
Controls – Integrated Framework as it relates to the effectiveness of
internal control over financial reporting.  Based on that assessment,
management has concluded that the Company’s internal controls over financial
reporting were not effective as of December 31, 2007 to provide reasonable
assurance regarding the reliability of its financial reporting and the
preparation of its financial statements for external purposes in accordance with
United States generally accepted accounting principles. As a result of its
assessment of our internal control over financial reporting, management
identified the material weaknesses discussed below.

     Material
weaknesses were found in the following areas:

              ·

              Inadequate Entity-Level
      Controls - The Company did not effectively communicate and
      implement the Company’s compliance program. Specifically, key internal
      controls were not identified, communicated and implemented by the
      responsible personnel across the Company in a timely manner. As a result,
      the Company had operating deficiencies primarily due to undocumented
      evidence of the review and approval of key internal
    controls.

              ·

              Enterprise-Wide Risk Oversight
      - Our risk oversight function lacked enterprise-wide direction and
      coordination with senior management in rolling out the Company’s
      compliance program.

        2

              ·

              Financial Statement Close and
      Reporting Process - We had inadequate procedures and personnel to
      reasonably ensure that accurate, reliable quarterly financial statements
      were prepared and reviewed on a timely
basis.

              ·

              Inventory Controls –
      The Company did not have documented evidence of the review and approval of
      key internal controls related to the following sub
    processes:

              o

              Inventory
      Valuation

              o

              Inventory
      Receiving

              o

              Inventory
      Obsolescence

              ·

              Information Technology
      Company-Level Internal Controls - We did not maintain effective
      internal control over financial reporting related to information
      technology applications and infrastructure. Specifically, we identified
      material weaknesses relating to our information technology company-level
      controls concerning:

              o

              System
      and Program Change Management

              o

              Logical
      Access to Programs and Data

    This
Annual Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s
report in this Annual Report.

    Plans
for Remediation of Material Weaknesses

    Management
is currently addressing each of the material weaknesses in internal controls,
and is committed to remediating them as soon as possible. Management will devote
significant time and resources to the remediation effort. Management’s
remediation plans include the following:

              ·

              Financial Management -
      We have hired a new Chief Financial Officer and a new Corporate
      Controller who have accounting, internal control and financial reporting
      expertise. In addition, management has hired external consultants to
      assist in the review of our internal control over financial
      reporting.

              ·

              Review of Internal Controls
      - Management has engaged external consultants to assist in
      reviewing our internal controls with the intent of improving the design
      and operating effectiveness of controls and
  processes.

              ·

              Development of Compliance
      Program - Management is in the process of hiring external
      consultants to assist in the development and implementation of a
      compliance program specific to our
needs.

              ·

              Improving Information
      Technology Company-Level Internal Controls – We are developing
      mitigating controls to offset material weaknesses in system and program
      change management, and system access while we implement an ERP
      solution.

              ·

              Enterprise Resource
      Planning – We are developing and implementing an ERP strategy
      solution. We need to perform the following steps, which we expect to take
      approximately 12 months:

              o

              Current
      state analysis of our systems from an internal control and business needs
      perspective.

              o

              Select
      an ERP solution, incorporating required re-engineering processes and
      controls.

              o

              Data
      conversion and implementation
testing.

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    Changes
in Internal Control Over Financial Reporting

    There
were no significant changes in our internal control over financial reporting
that occurred during the last fiscal quarter that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.

    As
requested in your letter, the Company acknowledges the following:

              ·

              The
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filing.

              ·

              Staff
      comments or changes to disclosures in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing.

              ·

              The
      Company may not assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    If you
have any questions, please feel free to call me at (407) 298-2000 extension
146.

    Very
truly yours,

    /s/ Harold
Castle

    Harold
Castle

    Chief
Financial Officer

    cc:  Mark
A. Spelker, J.H. Cohn LLP

           Anthony
Pustorino, Audit Committee Chair, LGL

           David
J. Adler,  Olshan Grundman Frome Rosenzweig & Wolosky
LLP

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