SecProbe.io

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Mail Stop 3561
      July 8, 2005

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

RE:  	Lynch Interactive Corporation
      Revised Schedule 14A; File No. 0-15097
	Filed June 23, 2005

Dear Mr. Dolan:

	We have reviewed the above-referenced filings and have the
following comments.  Please revise your Schedule 14A and Schedule
13E-3 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.
General

1. We note your response to our prior comment six.  Yet it appears
that these proposed actions are separate matters that require
separate consideration by your shareholders.  Please revise to
unbundle the matters as separate proposals on the proxy card and
provide a balanced discussion of the positive and negative aspects
of
the proposal relating to the right of first refusal option in the
proxy statement.  Also note that you may condition each

proposal upon the approval of the other to address the concern
expressed in your response.  Alternatively, if shareholder
approval
of the portion of the amendment that describes the right of first
refusal is required by state law, your charter or bylaws, then
please
provide us with a detailed analysis in your response letter of why
this proposed portion is so immaterial as to not merit separate
consideration by your shareholders.

2. Revise the letter to shareholders to indicate that you have
added
a fifth proposal relating to adjourning the meeting to solicit
additional proxies.

Summary Term Sheet, page 1

3. Provide an example of the fair market value to be paid in lieu
of
fractional shares in the reverse stock split as of the most recent
date practicable.

Special Factors, page 12

4. Please disclose when you expect to make your decision on filing
the amendment that effects the reverse stock split, as indicated
in
your response to our prior comment 10.

Background of the Proposal, page 12

5. As stated in prior comment 12, your background section should
disclose the substance of all meetings, negotiations, contacts,
etc.,
among board members and executive officers during the
consideration
of the Rule 13e-3 transaction.  Please revise to provide an
expanded
description of all contacts leading up to the board`s decision to
approve the reverse split transaction.  For example, disclose who
first proposed the possibility of taking the company private and
when
this occurred.  Also, it is unclear what took place between the
meeting of the audit committee on January 12, 2005, where Deloitte
&
Touche expressed concerns about the company`s readiness to comply
with Section 404, and the subsequent meetings in January and
February
2005 at which the board considered the specific price to pay for
fractional shares in a reverse stock split.  In addition, explain
why
the board considered the cash out price in the reverse stock split
before it evaluated alternative ways to take the company private
at
the meeting on March 9, 2005.  The disclosure should make clear
how
and when the board determined to pursue a going private
transaction
and, specifically, a reverse stock split.

6. Disclose the specific concerns that Deloitte & Touche expressed
and any advice it gave to the audit committee in connection with
the
company`s Section 404 compliance.

7. Revise to describe the nature of the "uncertainties as to when
and
if the proposal would be acted upon" that led the board to use a
formula price.  Also disclose what prompted the board to increase
the
price from 110% to 120% of the average market price and how it
determined to use a 20-day average.  Furthermore, explain what the
board learned from the Caymus Partners draft report and opinion
that
resulted in the addition of the $29 per share floor.

Opinion of Financial Advisor, page 20

8. As requested in prior comment 20, please file the Caymus
Partners
draft and final reports as exhibits to the Schedule 13E-3 pursuant
to
Item 9 of Schedule 13E-3 and Item 1016(c) of Regulation M-A, as
they
appear to be materially related to the Rule 13e-3 transaction.

9. Indicate that the advisor`s opinion addresses fairness to the
company`s "public shareholders" and explain that the term refers
to
"unaffiliated security holders" as indicated in your response to
prior comment 36.

10. So that investors may realize the significance of each
analysis,
please indicate the multiples Caymus Partners utilized.  See prior
comment 21.

11. We reissue prior comment 32 and request that you revise the
document to disclose the financial forecasts that the audit
committee
and board utilized or provided to Caymus Partners and the
assumptions
underlying the forecasts.

Alternative Transactions Considered, page 26

12. Revise the discussion of the issuer tender offer alternative
to
include your response to prior comment 25.

13. Quantify the company`s expenses to date relating to its
defense
of the Taylor False Claims Act case.  Also provide further details
about why defending the case impacted the board`s decision not to
consider a third party buy-out.

Fairness of the Reverse Stock Split, page 28

14. We reissue prior comment 30 in part.  Disclose whether or not
the
transaction is substantively and procedurally fair to both
unaffiliated security holders who will be cashed out in the
reverse
stock split and those unaffiliated security holders who will
retain
their investment in the company.  Again, we refer you to Question
and
Answer No. 19 in Exchange Act Release No. 34-17719, which explains
that the discussion should address fairness of the transaction to
different groups of unaffiliated security holders if the
transaction
may have a different impact on them.

15. Revise to state that the Rule 13e-3 transaction was approved
by a
majority of directors who are not employees of the company in
accordance with Item 1014(e) of Regulation M-A.  See prior comment
31.

16. Revise to indicate how the board specifically evaluated the
company`s going concern value and explain how the cash to be paid
in
lieu of fractional shares compares in relation to that value.
Quantify the company`s going concern value to the extent possible.

17. Disclose the specific current and historical market prices
that
the board considered and clarify whether or not the prices support
the board`s fairness determination.  In this regard, disclose the
discount that the cash payable in the reverse stock split
represents
as compared to the higher market prices during the preceding 12-
month
period, particularly during the first quarter of 2005 when the
board
was formulating the terms of the going private transaction, and
provide a more thorough discussion of why the board believes the
transaction is fair in light of the discount.  Your current
disclosure at the top of page 29 is vague.  See prior comment 29.

18. To the extent the board is relying on the analyses of Caymus
Partners with respect to book value and liquidation value, then
the
board should expressly adopt the advisor`s analyses.  Refer to
Question and Answer No. 20 in Exchange Act Release No. 34-17719.
If
the board does not adopt the advisor`s analysis of the factors
listed
in Instruction 2(iii) and (v) to Item 1014 of Regulation M-A, then
the board must provide its own discussion of the factors.

19. Revise to disclose whether the board evaluated the
consideration
as it compares to any firm offers made during the past two in
accordance with Instruction 2(viii) to Item 1014 of Regulation M-
A.
If true, you may state that the board did not consider any firm
offers because there were none.

20. In the last paragraph on page 28, have the board acknowledge
that
the company paid substantially higher prices pursuant to the
repurchase plan and demonstrate how those prices compare to the
amount payable in the reverse stock split.

Special Interests of Affiliated Persons in the Transaction, page
31

21. Please revise your discussion of affiliate shareholders, as
amended in response to our prior comment 15, so that it also
covers
affiliates that are not directors or officers.

Market Related Information, page 37

22. Please include all completed fiscal quarters in your table of
stock sales prices.

*	*	*	*

	As appropriate, please amend your filings and respond to
these
comments.  You may wish to provide us with marked copies of any
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on
EDGAR.  Please understand that we may have additional comments
after
reviewing your amendments and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 disclosure they
have
made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* 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.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

	You may contact Cheryl Grant, Staff Attorney, at (202) 551-
3359,
or me, at (202) 551-3810, with any questions.

							Sincerely,

							Michele Anderson
							Legal Branch Chief

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Mr. Dolan
Lynch Interactive Corporation
July 8, 2005
Page 5

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