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OLSHAN
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

                                                               PARK AVENUE TOWER
                                                             65 EAST 55TH STREET
                                                        NEW YORK, NEW YORK 10022
                                                         TELEPHONE: 212.451.2300
                      August 31, 2005                    FACSIMILE: 212.451.2222

                                                               WWW.OLSHANLAW.COM

                                                       DIRECT DIAL: 212-451-2232
                                                    EMAIL: JATKINS@OLSHANLAW.COM

VIA FACSIMILE
-------------
Ms. Cheryl Grant
Mail Stop 0407 (1 Station Place)
450 Fifth St., N.W.
Washington, D.C. 20549
Facsimile No. (202) 772-9205

                       RE:   LYNCH INTERACTIVE CORPORATION
                             AMENDED PRELIMINARY PROXY MATERIALS

Dear Ms. Anderson:

            We are  securities  counsel to Lynch  Interactive  Corporation  (the
"Company") and are submitting,  on behalf of the Company,  its responses to oral
comments  we  received  from  the  Securities  and  Exchange   Commission   (the
"Commission") in a telephone  conversation with you on August 26, 2005, relating
to the filing of the Company's amended preliminary proxy materials.  Pursuant to
our telephone conversation with you, we are attaching only the relevant pages of
the Company's  amended  preliminary  proxy  statement (the "Amended  Preliminary
Proxy Statement") as indicated below, marked to show changes from the last draft
that we filed on August 19, 2005 where applicable.

                                  SCHEDULE 14A
                                  ------------

1.          PLEASE  SUBMIT THE  PERFORMANCE  GRAPH  REQUIRED  BY ITEM  402(E) OF
            REGULATION  S-K  PROMULGATED  UNDER THE  SECURITIES  EXCHANGE ACT OF
            1934, AS AMENDED (THE "ACT").

                                                               NEW JERSEY OFFICE
                                                       2001 ROUTE 46 / SUITE 202
                                                    PARSIPPANY, NEW JERSEY 07054
                                                         TELEPHONE: 973.335.7400
                                                         FACSIMILE: 973.335.8018

August 31, 2005
Page 2

            This  information  appears in the clean  Amended  Preliminary  Proxy
Statement; the relevant page of the clean version is attached hereto.

2.          THERE ARE A FEW INSTANCES IN THE AMENDED PRELIMINARY PROXY STATEMENT
            WHERE  DISCLOSURES ARE MADE AS OF MARCH 31, 2005.  PLEASE UPDATE ALL
            SUCH  DISCLOSURES  TO REFLECT  THE  INFORMATION  AS OF A MORE RECENT
            DATE.

            The Amended  Preliminary  Proxy Statement has been amended to update
            this information,  and all marked pages reflecting these changes are
            attached hereto.

3.          THROUGHOUT  THE  DOCUMENT,  YOU  REFER TO  CERTAIN  TRANSACTIONS  AS
            "FAIR." PLEASE INDICATE THAT THESE  TRANSACTIONS ARE  "SUBSTANTIVELY
            AND PROCEDURALLY FAIR."

            The Amended  Preliminary Proxy Statement has been amended to reflect
            this requested change, and all marked pages reflecting these changes
            are attached hereto.

4.          THE COMMISSION IS CONCERNED THAT THE COMPANY'S DECISION TO "GO DARK"
            IS MOTIVATED BY A DIP IN THE PRICE OF THE  COMPANY'S  COMMON  STOCK,
            PAR VALUE $0.0001 PER SHARE (THE "COMMON  STOCK").  PLEASE ELABORATE
            ON THE REASONS THAT THE COMPANY IS DECIDING TO DELIST AND DEREGISTER
            THE COMMON STOCK AT THIS TIME.

            As  indicated  in  the  Amended  Preliminary  Proxy  Statement,  the
            Company's  choice  to "go  dark" at this  time is  motivated  by the
            imminent  applicability  to  the  Company  of  Section  404  of  the
            Sarbanes-Oxley  Act of 2002. We have  highlighted  the discussion of
            this decision in the clean version of the Amended  Preliminary Proxy
            Statement and attached these pages for your reference. The Company's
            decision to delist and  deregister  is unrelated to movements in the
            price of the Common Stock.

                                     CLOSING

            We  welcome  a further  discussion  on any of our  points  addressed
within this response letter. I may be reached at (212) 451-2232.

                                                 Very truly yours,

                                                 /s/ Jessica L. Atkins
                                                 ---------------------
                                                 Jessica L. Atkins

cc:  Robert E. Dolan
     John A. Cole
     Paul Goldstein
     David J. Adler

                            RESPONSE TO QUESTION #1

                                  PERFORMANCE

                                PERFORMANCE GRAPH

            The graph below compares the cumulative total stockholder  return on
our Common Stock for the period January 1, 2000 through  December 31, 2004, with
the  cumulative  total  return  over the same  period  on the broad  market,  as
measured by the American Stock Exchange Market Value Index, and on a peer group.
The peer group  index is based on the total  returns  earned on the stock of the
publicly-traded  companies  included  in the Media  General  Financial  Services
database under SIC Code 4813, Telephone  Communications,  except Radio Telephone
(135 companies).  The data presented in the graph assumes that $100 was invested
in our Common  Stock and in each of the  indexes on January 1, 2000 and that all
dividends were reinvested.  The stock price  performance  shown on the following
graph is not necessarily indicative of future price performance.

[OBJECT OMITTED]

                                       53

                        RESPONSES TO QUESTIONS #2 AND #3

                                  MARKED PAGES

            As of August 26, 2005 there were  approximately  2,752,251 shares of
our Common Stock outstanding and approximately 889 holders of record. As of such
date,  approximately  690  holders  of record  held fewer than 100 shares of our
Common Stock.  As a result,  we believe that the reverse stock split will reduce
the number of our holders of record to  approximately  200,  while only reducing
the  number  of  outstanding  shares to  approximately  27,410  (2,741,000  on a
pre-reverse stock split basis).

            EFFECTS ON STOCKHOLDERS WITH FEWER THAN 100 SHARES OF COMMON STOCK

            If the reverse  stock  split is  implemented,  stockholders  holding
fewer than 100 shares of our Common Stock  immediately  before the reverse stock
split, sometimes referred to as Cashed Out Stockholders, will:

         o  not receive a  fractional  share of Common  Stock as a result of the
            reverse stock split;

         o  receive  cash  equal to the fair  market  value of the shares of our
            Common Stock they held immediately before the reverse stock split in
            accordance with the procedures described in this proxy statement;

         o  not be required to pay any service charges or brokerage  commissions
            in connection with the reverse stock split;

         o  not receive any  interest on the cash  payments  made as a result of
            the reverse stock split; and

         o  have no further ownership interest in our Corporation and no further
            voting rights.

            Cash payments to Cashed Out  Stockholders as a result of the reverse
stock split will be subject to income taxation.  For a discussion of the federal
income tax  consequences  of the reverse stock split,  please see the section of
this proxy statement entitled "Material Federal Income Tax Consequences."

            If you do not currently  hold at least 100 shares of Common Stock in
a single  account and you want to  continue  to hold shares of our Common  Stock
after the  reverse  stock  split,  you may do so by taking any of the  following
actions:

         1. Purchasing a sufficient  number of  additional  shares of our Common
            Stock in the open market or privately and having them  registered in
            your name and consolidated with your current record account,  if you
            are a record  holder,  or having them entered in your account with a
            nominee (such as your broker or bank) in which you hold your current
            shares so that you hold at least 100 shares of our  Common  Stock in
            your account  immediately  before the effective  time of the reverse
            stock split;

         2. If you  hold  an  aggregate  of 100 or  more  shares  in two or more
            accounts,  consolidating your accounts so that you hold at least 100
            shares of our Common  Stock in one  account  immediately  before the
            effective time of the reverse stock split; or

         3. Transferring  your shares  into an account  with a broker or bank so
            that the shares are held in "street  name," and if the nominee holds
            at least 100 shares and does not  receive  instructions  from you to
            cash out your position, your beneficial interest will continue.

                                       15

ALTERNATIVE TRANSACTIONS CONSIDERED

            In making the  determination  to submit the reverse  stock split for
approval by our stockholders,  our Board of Directors considered the feasibility
of certain other alternative transactions, as described below, each of which was
ultimately rejected because of its disadvantages:

         o  ISSUER  TENDER  OFFER.   Our  Board  of  Directors   considered  the
            feasibility  of an issuer tender offer to  repurchase  the shares of
            our Common Stock held by our unaffiliated stockholders.  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.   We
            recently  replaced  our $5  million  of line of  credit  from  First
            National  Bank of  Omaha  with a $10  million  line of  credit  from
            Webster  Bank,  N.A. The purpose of this line of credit is to supply
            us with needed working  capital.  Our Board does not believe,  given
            our leveraged capital  structure,  that additional debt is desirable
            at this time, even if it could be obtained in amounts  sufficient to
            purchase  the  shares  of  every  stockholder  that  might  want  to
            participate.  In addition,  although the voluntary  nature of such a
            transaction is an advantage for our  stockholders,  we would have no
            assurance that the transaction  would result in a sufficient  number
            of shares being tendered. Finally, the going private rules regarding
            the  treatment  of our  stockholders  in a tender  offer,  including
            pro-rata  acceptance  of  offers  from  our  stockholders,  make  it
            difficult  to ensure that we would be able to  significantly  reduce
            the number of holders of record to a level below 300.

         o  TRADITIONAL STOCK REPURCHASE PROGRAM. In September 1999,  subsequent
            to our  spin-off  from  Lynch  Corporation,  the Board of  Directors
            authorized  the purchase by the  Corporation of up to 100,000 shares
            of our Common  Stock.  Through  January 5, 2005,  when all purchases
            stopped,  the Corporation had purchased  72,700 shares at an average
            price of $32.26 per share, with prices ranging from $20.10 on May 5,
            2003  to  $53.97  on  January  28,  2002.  Our  Board  of  Directors
            considered  increasing  the  number of shares  subject to this stock
            repurchase plan. However,  repurchasing enough shares in this manner
            to enable us to deregister  under the Exchange Act would likely take
            an extended  period of time,  would have no assurance of success and
            would be of indeterminate cost.

            The  Corporation  was not  considering  going dark in September 1999
            when it approved the repurchase  plan and did not consider this step
            until August 2004. Also,  shares purchased since July 2004 were made
            automatically  pursuant  to a  non-discretionary  arrangement  until
            January 5, 2005, when all purchases stopped.

            The Corporation reserves the right to recommence purchases following
            the reverse  stock split under the present Board  authorization  and
            has  made no  decision  as to  whether  or not to ask the  Board  to
            increase the number of shares authorized for purchase in the future.

         o  ODD-LOT REPURCHASE  PROGRAM.  Our Board of Directors also considered
            the  feasibility  of a transaction in which we would announce to our
            stockholders  that we would  repurchase,  at a designated  price per
            share,  the shares of our Common Stock held by any  stockholder  who
            holds  fewer than a  specified  number of shares and who offers such
            shares for sale pursuant to the terms of the program.  The voluntary
            nature  of  such  an  approach   would  be  an  advantage   for  our
            stockholders.   However,  because  our  stockholders  would  not  be
            required to participate  in the program,  we could not be certain at
            the outset whether a sufficient number of odd-lot stockholders would
            participate  and  thereby  result in the number of holders of record
            being  reduced  to below 300.  In terms of  timing,  such a program,
            especially  after giving  effect to any  extensions of deadlines for

                                       29

            tendering into the program,  would likely  necessitate a longer time
            frame than that of the reverse stock split.

         o  MAINTAINING  THE STATUS QUO. Our Board of Directors also  considered
            maintaining the status quo. In that case, we would continue to incur
            the expenses of being a public  reporting  company without  enjoying
            the benefits traditionally  associated with public reporting company
            status.

            Expense  reductions  may be  achievable  through  centralization  of
            various functions (e.g., accounting, receivables and payables, etc.)
            and  moving  financing  activities  up to  the  parent  level.  This
            approach  has  always  been  rejected  in favor  of a  decentralized
            approach   which   maintains   autonomy   for   management   at  the
            Corporation's operating subsidiaries.  Both management and the Board
            of Directors  believe this  distinguishes  the Corporation  from its
            competitors  and makes it an attractive  company to sell a privately
            owned  business to.  Despite this,  the Board of Directors  recently
            approved a $10 million  capital  budget for 2005, as compared to $22
            million  for  2004.  However,  the  Corporation  continues  to  face
            significant  cash  expenditures in defending the Taylor False Claims
            Act case disclosed in the Corporation's  Annual Report on Form 10-K,
            which expenditures to date are approximately $5,000,000. Although we
            believe that this lawsuit is completely