SecProbe.io

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      August 5, 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
      Revised Preliminary Schedule 14A; File No. 0-15097
	Filed July 29, 2005

Dear Mr. Dolan:

	We have reviewed the above-referenced filings and have the
following comments.  Please revise your Schedule 14A 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
Special Factors, page 11
Background of the Proposal, page 11

1. We note your revisions in response to our prior comment five.
With a view to more particularly describing how your board arrived
at
the decision to approve a going-private transaction, and, in
particular, a reverse stock split, please mention the concerns
raised
by your Chairman in August 2004 to which your officers and
directors
responded by evaluating "whether [you] were achieving the benefits
of
being a publicly traded company when weighed against the costs of
maintaining [y]our public reporting obligations."  In addition,
provide more details about the "preliminary steps taken by
management
to develop a specific proposal to delist and deregister" that were
approved by the board at its December 2004 meeting and the
"alternative methods and procedures for delisting and
deregistering
[y]our shares" for which management consulted with counsel in
December

2004.  Indicate generally "the alternatives to the reverse stock
split" that the directors informally discussed following the audit
committee meeting.  In this regard, we note the information you
have
provided us in your response letter.

2. Also, describe here how the board came to the determination at
the
January 29 and February 23, 2005 meetings that the formula price
should be set at 110% of the average closing stock price.  In
addition, clarify the basis for the assertion that a 20 trading
day
average is "a relatively common convention used to determine fair
market value."

3. Your revisions in response to prior comment seven indicate that
the board increased the formula price to 120% given the recent
declines in the stock price.  Address why the board did not opt to
use a higher fixed price rather than continue to use a formula
based
on lower recent market prices.

Opinion of Financial Advisor, page 19

4. Relocate the forecasts to a more prominent section of the proxy
statement, e.g., this section summarizing the advisor`s opinion,
rather than provide the forecasts in an exhibit to your document.

Fairness of the Reverse Stock Split, page 27

5. We note your revisions in response to our prior comment 14, but
the fairness discussion still does not state explicitly whether or
not the going private transaction is substantively fair to each
differently-impacted group of unaffiliated stockholders.  Please
revise to convey the determination as to each group--the
continuing
stockholders and the cashed-out stockholders.  In addition, we
note
your statement that "Cashed Out Stockholders have the advantage of
continuing as stockholders in a company that will not be subject
to
the costs associated with compliance with Section 404."  We
understand from the remainder of your disclosure that cashed-out
stockholders will lose their Lynch Interactive shares at the
effective time.  Therefore, please revise or advise.

6. Please explain what you mean by "though not in a mechanical
fashion" when you state that "[t]he Board also considered recent
declines in market prices of the Common Stock, as compared to the
higher prices during certain periods of the first quarter of 2005"
on
page 29.  Also provide an explicit discussion of why the board
believes the transaction is fair in light of the relatively
substantial discount the cash-out price represents as compared to
historically higher market prices.  Refer to prior comment 17.

7. Include in the proxy statement your response to our prior
comment
19 concerning the consideration of firm offers.  See Instruction
2(viii) to Item 1014 of Regulation M-A.

Proposal No. 2 - Amendment to Restated Certificate of
Incorporation
to Grant Option to Repurchase Shares, page 36

8. As requested in prior comment one, revise to include a
reasonably
balanced discussion of the proposal relating to the right of first
refusal option that addresses the negative aspects of the proposal
in
addition to the benefits.

*	*	*	*

	As appropriate, please revise your Schedule 14A and respond
to
these comments.  You may wish to provide us with marked copies of
the
revised Schedule 14A to expedite our review.  Please furnish a
cover
letter with your revised Schedule 14A 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 revised preliminary proxy
statement 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.

	You may contact Christine Bashaw, Staff Accountant, at (202)
551-3363, or Terry French, Accountant Branch Chief, at (202) 551-
3828, if you have any questions regarding comments on the
financial
statements and related matters.  Please contact Cheryl Grant,
Staff
Attorney, at (202) 551-3359, or me, at (202) 551-3810, with any
other
questions.

								Sincerely,

								Michele Anderson
								Legal Branch Chief

cc:	David Adler/Olshan Grundman
	(by facsimile:  212-451-2222)
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Mr. Dolan
Lynch Interactive Corporation
August 5, 2005
Page 3

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