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      May 18, 2005

Robert E. Dolan
Chief Financial Officer
Lynch Interactive Corporation
401 Theodore Fremd Avenue
Rye, New York  10580

RE:  	Lynch Interactive Corporation
	Schedule 13E-3/A; File No. 05-56859
      Preliminary Schedule 14A; File No. 0-15097
	Filed April 19, 2005

	Form 10-K for the fiscal year ended December 31, 2004
	File No. 0-15097
	Filed April 1, 2005, amended May 2, 2005

Dear Mr. Dolan:

	We have reviewed the above-referenced filings and have the
following comments.  Please revise your Schedule 14A and amend
your
Form 10-K to comply with these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with additional information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Schedule 14A
General

1. Please revise the organization of your disclosure document to
comply with the requirements of Rule 13e-3 and Regulation 14A.
For
example, provide on the first page of the proxy statement the
information required by Item 1(b) of Schedule 14A and the legend
required by Rule 13e-3(e)(1)(iii), which currently appear on page
8.
Also, revise the proxy statement to include a table of contents
prior
to the Special Factors section.  In addition, relocate the
subsections entitled "Proxies and Voting Procedures" and "Cost of
Proxy Solicitation" so they appear after the Special Factors
section.
Note that the Special Factors section should immediately follow
the
Summary section.  See Rule 13e-3(e)(1)(ii).

2. Please indicate that the proxy statement and form of proxy card
are preliminary copies.  Refer to Rule 14a-6(e)(1).

3. To assist investors in understanding that the reverse stock
split
would apply to all holders of your common stock at the effective
time, please revise throughout to consistently state as of what
time
you will take note of the number of shares held by holders for
purposes of determining whether they will be cashed out.  We note,
for example, that on page four you state "immediately before" the
effective time of the reverse stock split, but on page 23 you
state
"as of" the effective time of the reverse stock split.

4. Similarly, revise throughout to explain whether the cash-out
per-
share consideration is based on the number of shares held by the
applicable holder immediately before the reverse stock split and
that
it is not based on such holder`s fractional share ownership
following
the reverse stock split.  Consider including an example scenario
for
a cashed-out shareholder.

5. We note that you have purchased 38,400 shares of common stock
in
the past two years under a share repurchase program, and that you
purchased shares under the plan at the same time the board
considered
taking the company private.  Please tell us in your response
letter
why these share repurchases were not the first steps in the going-
private transaction.  Refer to Rule 13e-3(a)(3) and Question and
Answer No. 4 of Exchange Act Release No. 34-17719 (April 13,
1981).
Tell us the exact dates of the repurchases and the corresponding
amounts paid for the shares.  Also advise whether you intend to
increase the number of shares you may repurchase under the
program;
it appears that currently the number is capped at 100,000.

6. We note that the proposal to approve the amendment to the
company`s certificate of incorporation includes both the reverse
stock split and the grant of a right of first refusal to the
company
in the event a shareholder wishes to sell its shares in the
future.
While we note that the company has included both actions in a
single
amendment, please advise us as to what consideration was given to
whether the proposal actually presents two matters and whether
shareholders should have the opportunity to vote on each matter
separately in accordance with Rule 14a-4(a)(3).  For further
guidance, please see the Fifth Supplement to the Division of
Corporation Finance`s Manual of Publicly Available Telephone
Interpretations (September 2004).

Summary Term Sheet, page 1

7. Please revise the summary term sheet so that it appears in
bullet
point format.  See Item 1001 of Regulation M-A.

Questions and Answers About the Meeting and the Proposals, page 3

8. Please confirm to us in your response letter, if true,  that
you
will not solicit proxies on the Internet.  Be advised that all
written soliciting materials, including scripts to be used in
soliciting proxies over the telephone, must be filed under the
cover
of Schedule 14A.  See Rule 14a-6(b) and (c).

9. Revise your answer to the question on page 7 concerning how
holders may learn the voting results of the annual meeting, as you
must file an amendment to the Schedule 13E-3 to report any
material
changes in the information set forth in the previously-filed
Schedule
13E-3.  See Rule 13e-3(d)(3).

Special Factors, page 10

	General

10. We note your statement on page 2 that your board "may abandon
the
proposal at any time without further action by [y]our
stockholders,
or may file the amendment effecting the proposal at any time
without
further notice to or action on the part of [y]our shareholders."
Describe under what circumstances the board would abandon the
proposal.  Explain to us in your response letter how long the
split
may be delayed after shareholder approval has been received.

      Background of the Proposal, page 10

11. Please specify when in 2004 your board began considering the
issues that led to the going-private transaction proposal.  Your
revised disclosure should also provide more specific information
as
to why you are seeking to undertake the going-private transaction
at
this time as opposed to other times in the company`s operating
history.  See Item 1013(c) of Regulation M-A.

12. Expand your discussion of the background of the reverse stock
split to describe all meetings, negotiations, contacts, etc.,
among
board members and executive officers.  Identify the participants
in
and initiator of each meeting, and revise your discussion of those
meetings to provide the reader with more of a sense of the content
of
those discussions.  Please revise to address the following
examples,
which are not intended to be an exhaustive list:

* describe when and to what extent the board considered the
"numerous
alternatives" to achieve going private;
* explain how the reverse stock split ratio was determined;
* address how you arrived at the per share cash-out price; and
* disclose how and when the members of your board and management
that
are shareholders indicated their intent to vote in favor of the
reverse stock split.

      Purpose of the Proposal, page 11

13. Note that, even if you terminate your common stock
registration
under Section 12(b) of the Exchange Act, your common stock still
may
have to be registered under Section 12(g) or Section 15(d), and,
as a
result, you still would have the duty to file periodic reports and
comply with the Sarbanes-Oxley Act.  Please revise your disclosure
on
page 11 that suggests otherwise.

Structure of the Proposal, page 12

14. Please state whether, and to what extent, any executive
officer,
director or affiliate may purchase additional shares of your
common
stock prior to the effective time of the reverse stock split.

15. Disclose the effects of the Rule 13e-3 transaction on the
company`s affiliated stockholders in accordance with Item 1013(d)
of
Regulation M-A.

	Advantages of the Proposal, page 14

16. Disclose the basis for management`s estimate of the $500,000
increase in fees payable to third parties during the initial year
of
compliance with Section 404.  Also quantify the amount of time
management devotes to compliance with the federal securities laws,
to
the extent practicable.

Disadvantages of the Proposal, page 16

17. Revise to ensure that you include a reasonably thorough
discussion of the detriments of the reverse stock split.  See
Instruction 2 to Item 1013 of Regulation M-A.  For example, revise
to
discuss here that the company will no longer be subject to the
provisions of the Sarbanes-Oxley Act or the liability provisions
of
the Exchange Act and that officers of the company will no longer
be
required to certify the accuracy of its financial statements.
Also
discuss that the proposed amended certificate of incorporation
affords the board a right of first refusal on shares that a holder
would like to sell if the board believes such sale would
contribute
to the company`s having 300 or more record holders.  Also indicate
that the price to the company of such shares would not be of the
holder`s choosing.

      Opinion of Financial Advisor, page 16

18. Please provide us with a copy of the engagement letter with
Caymus Partners.

19. Briefly describe Caymus Partners` qualifications.  See Item
1015(b)(2) of Regulation M-A.

20. Each presentation, discussion, or report held with or
presented
by an outside party that is materially related to the Rule 13e-3
transaction, whether oral or written, is a separate report that
requires a reasonably detailed description meeting the
requirements
of Item 1015 of Regulation M-A.  Revise to summarize any and all
presentations made by Caymus Partners or Deloitte & Touche LLP
during
the board`s, including the audit committee`s, evaluation of the
Rule
13e-3 transaction and file any written materials, including board
books, spread sheets, talking papers, drafts, summaries or
outlines,
as exhibits pursuant to Item 9 of Schedule 13e-3 and Item 1016(c)
of
Regulation M-A, including any draft or preliminary reports.  For
example, summarize Caymus`s presentations made before both the
board
on April 17, 2005 and the audit committee on April 19, 2005, or
advise us why they are not materially related to the Rule 13e-3
transaction.

21. In each analysis, please disclose the multiples Caymus
Partners
utilized.

22. Please explain how Caymus Partners selected the four Core LEC
Comparables on page 20.

23. Provide the statement required by Item 1015(c) of Regulation
M-A.

Alternative Transactions Considered, page 22

24. Discuss any advantages the board considered regarding each
alternative transaction.

25. Please quantify the estimated costs associated with
undertaking
the alternative transactions.  For example, we note your statement
regarding the issuer tender offer alternative that "[a] principal
disadvantage of this type of transaction relates to our ability to
secure the debt financing needed to effect a tender offer in which
there is full participation by unaffiliated stockholders."  Please
indicate how much you considered the costs would be to acquire new
debt financing.

26. Please disclose here when you began your share repurchase
program, how many shares the board has authorized you to
repurchase
and on what terms, and how many shares you have repurchased under
the
program and at what price(s).  Also, as necessary, revise the
special
factors section to address how the repurchase program affected the
board`s assessment of the fairness of the cash-out consideration
and
reverse stock split to unaffiliated shareholders.  In particular,
we
note from the disclosure under Item 2(f) of the Schedule 13E-3
that
the company paid up to $35.03 for shares purchased under the
repurchase plan, which is significantly higher than the minimum
amount to be paid for fractional shares in the reverse stock
split.

27. If the board considered other methods to reduce expenses other
than going private, please discuss the alternatives considered and
why they were ultimately rejected.  See Item 1013(b) of Regulation
M-
A.  In addition, disclose whether the board considered the
possibility of a third party buy-out.  If the board did not
consider
other such options, explain why not.

Fairness of the Reverse Stock Split, page 23

28. All of the factors listed in Instruction 2 to Item 1014 of
Regulation M-A are generally relevant to the fairness
determination
and should be discussed in considerable detail.  Please expand
your
discussion to address whether the amount offered to cash out
fractional shares constitutes fair value in relation to net book
value, going concern value and liquidation value, as well as the
other factors in Instruction 2.  In addition, quantify the
company`s
book value, liquidation value and going concern value on a per
share
basis, if known.
To the extent the board did not consider one or more of the
factors
listed in Instruction 2 to Item 1014 of Regulation M-A, state
that,
and explain why the factor(s) were not deemed material or
relevant.
See Question and Answer Nos. 20 and 21 of Exchange Act Release No.
34-17719.

29. Discuss whether the board considered the discount that the
price
to be paid for fractional shares represents when compared to the
higher market prices for the company`s common stock during the
preceding 12-month period, particularly during the first quarter
of
fiscal year 2005.  If so, indicate how the discount impacted the
board`s recommendation, if at all.

30. Generally, the fairness discussion should only address
fairness
to unaffiliated shareholders.  See Item 1014(a) of Regulation M-A
and
Question and Answer No. 19 in Exchange Act Release No. 34-17719.
As
a result, please delete the disclosure regarding fairness to
stockholders generally, which presumably includes officers,
directors
and other affiliates, or explain to us why such disclosure is
necessary.  In addition, revise to separately address fairness to
unaffiliated shareholders who will retain their interest in the
company from those who will not.  Refer to Question and Answer No.
19
in Exchange Act Release No. 34-17719.

31. Revise the fairness discussion to separately address Item
1014(d)
and (e) of Regulation M-A.  In addition, clarify how the board
reached a conclusion that the transaction is procedurally fair in
the
absence of the procedural safeguards set forth in Item 1014(c) and
(d) of Regulation M-A.  Specify the "certain safeguards" that
exist
as mentioned in the second paragraph.

32. Disclose all of the financial forecasts that the audit
committee
and board utilized or provided to Caymus Partners.  In addition,
disclose and quantify the material assumptions underlying the
forecasts.

Other Matters, page 24

	Costs/Source of Funds and Expenses, page 24

33. Please provide the disclosures regarding your financing
required
by Item 1007(b) and (d) of Regulation M-A.  For example, we note
your
statement that you intend to fund the costs of the reverse stock
split and related cash out with "cash on hand and, if necessary,
by
accessing [y]our credit line."  Please indicate the amount of your
cash on hand as of a recent date and the relevant material terms
of
your credit line, including the amount available to you and when
your
credit line expires.  Also disclose whether or not an alternative
financing plan exists and any material terms or conditions to the
financing.

Appraisal and Dissenters` Rights, page 27

34. We note your statement that shareholders are not entitled to
appraisal rights under applicable state law.  Please revise to
briefly outline any other rights that may be available under
applicable law for security holders who object to the transaction.
Refer to Item 1004(d) of Regulation M-A.

Transactions with Certain Affiliated Persons, page 42

35. Discuss each of the "various transactions and arrangements