SecProbe.io

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 lglg20250611_corresp.htm

 June 17, 2025

 Ms. Kristin Baldwin

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 The LGL Group, Inc. (the " Company ")

 Post-Effective Amendment No. 1 to Registration Statement on Form S-1

 File No. 333-249639

 Filed June 5, 2025

 CIK No. 0001820190

 Dear Ms. Baldwin:

 On behalf of our client, The LGL Group, Inc., a Delaware corporation (the “ Company ”), we submit to the staff of the Division of Corporation Finance (the “ Staff ”) of the United States Securities and Exchange Commission (the “ Commission ”) the Company’s response to the comments contained in the Staff’s letter, dated June 13, 2025 (the “ Comment Letter ”), with respect to the above-referenced Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-249639), declared effective November 9, 2020 (the “ Registration Statement ”), as filed with the Commission on June 5, 2025 (“ Post-Effective Amendment No. 1 ”).

 For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers in Post-Effective Amendment No. 1. All capitalized terms used but not defined in this response letter have the meanings ascribed to such terms in Post-Effective Amendment No. 1.

 Amendment No. 1 to Registration Statement on Form S-1 filed June 5, 2025

 Cover Page

 1.

 We note that you are seeking to post-effectively amend your registration statement that was originally declared effective on October 23, 2020. During the time period since effectiveness, approximately four years and 5 months have elapsed without an update to your registration statement under Section 10(a)(3) as required by the undertakings you provided in Item 512(a)(1) of Regulation S-K. Please explain (i) how you believe the offering is consistent with the principles in Securities Act Rule 415(a)(2), which sets forth a two-year limitation on the amount of securities that may be offered and sold in a continuous offering under Rule 415(a)(1(ix) and (ii) whether you have been conducting offers and sales during the time period during which the financial statements had not been updated under Section 10(a)(3).

 Response : The Company respectfully directs the Staff’s attention to General Instruction VII of Form S-1 which provides that a registrant may elect to incorporate by reference information filed prior and subsequent to the effectiveness of the registration statement in accordance with Item 12 if it meets the eligibility requirements set forth in the instruction. The Company previously met and continues to meet the requirements of the instruction. Item 12(b) of Form S-1 allows a smaller reporting company to forward incorporate to information filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering. At time of effectiveness of the original Registration Statement, the Company was, and subsequently through the date hereof, it remains a smaller reporting company (as indicated in its periodic reports filed since then). Please refer to the disclosure made under the caption “Incorporation By Reference” set forth within the Prospectus included as part of the original Registration Statement and Post-Effective Amendment No. 1. We respectfully submit that the disclosure satisfies the requirements of General Instruction VII and Item 12(b) of Form S-1 to allow for forward incorporation. We note that the Company’s Annual Reports on Form 10-K filed subsequent to the effectiveness of the original Registration Statement contain the required consent of the Company’s certifying audit firm to the inclusion of the audit firm’s audit report within the Registration Statement. In view of the foregoing future incorporation, we respectfully submit that the Registration Statement has been updated for purposes of Section 10(a)(3) of the Securities Act. Paragraph B of S-K Item 512 specifically provides that the undertakings contained in paragraphs (a)(1)(i), (ii), and (iii) of S-K Item 512 do not apply if the registration statement is on Form S-1 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

 June 17, 2025

 Page 2

 We respectfully advise the Staff that the continuous offering registered pursuant to the Registration Statement has been and will continue to be made pursuant to Rule 415(a)(1)(iii) which permits offerings on a continuous basis of “[s]ecurities which are to be issued upon the exercise of outstanding options, warrants or rights and sale of securities.” By its terms, the two-year limitation referred to in Rule 415(a)(2) applies to “[s]ecurities in paragraphs (a)(1)(viii) and (ix) of [Rule 415] that are not registered on Form S-3 or Form F-3 . . . , or on Form N-2 . . . pursuant to General Instruction A.2 of that form . . . .” Thus, the two-year limitation does not apply to the continuous offering made pursuant to the Registration Statement.

 Thank you for your review of the filing. Please contact me if you have any further comments or need additional information with respect to the filing.

 Sincerely,

 /s/ Michael L. Zuppone

 Michael L. Zuppone

 Paul Hastings LLP

 cc:
 Patrick Huvane, Executive Vice President - Business Development, The LGL Group, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 13, 2025

Patrick Huvane
Executive Vice President
LGL GROUP INC.
2525 Shader Road
Orlando, Florida 32804

 Re: LGL GROUP INC.
 Post-Effective Amendment No. 1 to Registration Statement on Form S-1
 Filed June 5, 2025
 File No. 333-249639
Dear Patrick Huvane:

 We have reviewed your post-effective amendment and have the following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 1 to Registration Statement on Form S-1 filed June 5, 2025
Cover Page

1. We note that you are seeking to post-effectively amend your registration
statement
 that was originally declared effective on October 23, 2020. During the
time period
 since effectiveness, approximately four years and 5 months have elapsed
without an
 update to your registration statement under Section 10(a)(3) as required
by the
 undertakings you provided in Item 512(a)(1) of Regulation S-K. Please
explain (i)
 how you believe the offering is consistent with the principles in
Securities Act Rule
 415(a)(2), which sets forth a two-year limitation on the amount of
securities that may
 be offered and sold in a continuous offering under Rule 415(a)(1(ix) and
(ii) whether
 you have been conducting offers and sales during the time period during
which the
 financial statements had not been updated under Section 10(a)(3).
 June 13, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Kristin Baldwin at 202-551-7172 or Jay Ingram at
202-551-3397 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

October 7, 2024
Christopher Nossokoff
Vice President - Finance
The LGL Group, Inc.
2525 Shader Rd.
Orlando, FL 32804
Re:The LGL Group, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-00106
Dear Christopher Nossokoff:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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The LGL Group, Inc.

2525 Shader Road

Orlando, Florida 32804

Via EDGAR Transmission

October 3, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance, Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

			Attention:
			Eiko Yaoita Pyles

			Andrew Blume

			Re:
			The LGL Group, Inc. (the "Company")

			Form 10-K for the Year Ended December 31, 2023

			Filed April 1, 2024

			File No. 001-00106

Ladies and Gentlemen:

We hereby submit the Company’s response to the comments of the Staff (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission") conveyed in a letter to the Company, dated September 21, 2024, in connection with the Staff’s review of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the "Form 10-K"). For your convenience, we have reproduced the Staff’s comments in bold preceding our response.

Form 10-K for the Year Ended December 31, 2023

Business, page 1

			1.

			Please confirm whether the cash equivalents included on your balance sheet include any other type of asset other than money market funds that themselves rely on Rule 2a-7 of the Investment Company Act of 1940. If your cash equivalents do include other types of assets, please provide the additional types of cash equivalents that you hold.

			Response: The Company’s cash equivalents included on its Balance Sheet only includes money market funds (in reliance on Rule 2a-7 of the Investment Company Act of 1940, as amended (the "Act")) as of December 31, 2023. The Company held investments in 3 money market funds (individually, "Fund 1," "Fund 2," and "Fund 3" and, collectively, the "Money Market Funds"). Based on our review of Form N-CSRS for Funds 1 and 3 and Form N-CSR for Fund 2 for the period including December 31, 2023, the Money Market Funds were registered as management investment companies under the Act. The Company does not hold any other cash equivalents other than the Money Market Funds.

U.S. Securities and Exchange Commission

October 3, 2024

Page 2

If you have any questions regarding the Company’s response to the Staff’s comments, please contact the undersigned via email at cnossokoff@lglgroup.com or by phone at (407) 298-2000.

			Sincerely,

			/s/ Christopher L. Nossokoff

			Christopher L. Nossokoff

			Vice President - Finance

			cc:
			Marc J. Gabelli, Co-Chief Executive Officer

			Timothy Foufas, Co-Chief Executive Officer

			The LGL Group, Inc.

			Jonathan Zuckerman, Partner, PKF O'Connor Davies, LLP

			Taylor K. Wirth, Partner, Barnes & Thornburg LLP

September 21, 2024
Christopher Nossokoff
Vice President - Finance
The LGL Group, Inc.
2525 Shader Rd.
Orlando, FL 32804
Re:The LGL Group, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-00106
Dear Christopher Nossokoff:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Business, page 1
1.Please confirm whether the cash equivalents included on your balance sheet include any
other type of asset other than money market funds that themselves rely on Rule 2a-7 of
the Investment Company Act of 1940. If your cash equivalents do include other types of
assets, please provide the additional types of cash equivalents that you hold.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

September 21, 2024
Page 2
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Andrew Blume at 202-551-3254
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
May 12, 2022
Michael Ferrantino
Chief Executive Officer
The LGL Group, Inc.
2525 Shader Road
Orlando, Florida 32804
Re:The LGL Group Inc.
Preliminary Proxy Statement on Schedule 14A
Filed February 14, 2022
File No. 001-00106
Dear Mr. Ferrantino:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
February 23, 2022
Michael Ferrantino
Chief Executive Officer
The LGL Group, Inc.
2525 Shader Road
Orlando, Florida 32804
Re:The LGL Group Inc.
Preliminary Proxy Statement on Schedule 14A
Filed February 14, 2022
File No. 001-00106
Dear Mr. Ferrantino:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed on February 14, 2022
General
1.Please update your filing to include the information required by Item 13 and Item 14 of
Schedule 14A, as it relates to the spin-off transaction.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameMichael Ferrantino
 Comapany NameThe LGL Group, Inc.
 February 23, 2022 Page 2
 FirstName LastName
Michael Ferrantino
The LGL Group, Inc.
February 23, 2022
Page 2
            Please contact Sergio Chinos at (202) 551-7844 or Jay Ingram at (202) 551-3397 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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THE LGL GROUP, INC.

2525 Shader Road

Orlando, Florida 32804

November 4, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Sergio Chinos

Division of Corporation Finance

 Re: The LGL Group, Inc.

Registration Statement on Form S-1 (No. 333-249639)

Ladies and Gentlemen:

The LGL Group, Inc. hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the above-referenced
Registration Statement so that such Registration Statement will become effective as of 4:00 p.m., Eastern Time, November 9, 2020,
or as soon thereafter as practicable.

    Very truly yours,

    THE LGL GROUP, INC.

    By:

        /s/ James W. Tivy

    James W. Tivy

    Chief Financial Officer

United States securities and exchange commission logo
October 27, 2020
Joan Nano
Chief Accounting Officer
LGL Group, Inc.
2525 Shader Road
Orlando, FL 32804
Re:LGL Group, Inc.
Registration Statement on Form S-1
Filed October 23, 2020
File No. 333-249639
Dear Ms. Nano:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Elizabeth R. Gonzalez-Sussman

January 6, 2020
James Tivy
Chief Financial Officer
LGL GROUP INC
2525 Shader Road
Orlando, FL 32804
Re:LGL GROUP INC
Registration Statement on Form S-3
Filed December 31, 2019
File No. 333-235767
Dear Mr. Tivy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Purnell at 202-551-3454 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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THE LGL GROUP, INC.

2525 Shader Road

Orlando, Florida 32804

January 6, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Erin Purnell

 Re: The LGL Group, Inc.

Registration Statement on Form S-3

File No. 333-235767

Ladies and Gentlemen:

The undersigned Registrant under the above-referenced
Registration Statement hereby requests acceleration of the effective date of the Registration Statement to January 8, 2020 at 4:00
p.m., Eastern Time, or as soon thereafter as practicable.

We request that we be notified of such effectiveness
by a telephone call to Elizabeth Gonzalez-Sussman, Esq. of Olshan Frome Wolosky LLP, counsel to the Registrant, at (212) 451-2206
and that such effectiveness also be confirmed in writing.

    Sincerely,

    THE LGL GROUP, INC.

    By:

        /s/ James Tivy

    Name: James Tivy

    Title: Chief Financial Officer

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SEC Acceleration Request

 THE LGL GROUP, INC.

2525 Shader Road

 Orlando, Florida
32804

 September 1, 2017

 VIA EDGAR

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

Re:
The LGL Group, Inc.

 Registration Statement on Form S-1, as may be amended from time to time

 File No. 333- 218901

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, The LGL Group, Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-1 (the “Registration
Statement”) be accelerated so that the Registration Statement will become effective on September 5, 2017 at 4:00 p.m. Eastern time, or as soon thereafter as practicable.

In connection with the Registration Statement, the Company hereby acknowledges that:

•
should the U.S. Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the
Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•
the action of the Commission, or the Staff acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

•
the Company may not assert the declaration of effectiveness 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 do not hesitate to contact Michael Zuppone of Paul Hastings LLP at (212) 318-6906. The Company
respectfully requests that it be notified of the effectiveness of the Registration Statement by a telephone call to Michael Zuppone and that such effectiveness also be confirmed in writing.

 U.S. Securities and Exchange Commission

September 1, 2017

 Page 2

Very truly yours,

THE LGL GROUP, INC.

By:

/s/ Patti A. Smith

Patti A. Smith

Chief Financial Officer, Secretary and Treasurer

cc:
Michael Zuppone, Esq.

 Paul Hastings LLP

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November 7, 2013

VIA EDGAR AND ELECTRONIC MAIL

Mr. Russell Mancuso

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:            The LGL Group, Inc.

Registration Statement on Form S-3

File No. 333-191269

Dear Mr. Mancuso:

The undersigned Registrant under the above-referenced Registration Statement hereby requests acceleration of the effective date of the Registration Statement to November 7, 2013 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

The undersigned Registrant hereby reserves the right to withdraw this request orally and grants such right to its counsel, Robert H. Friedman, Esq., of the law firm of Olshan Frome Wolosky LLP.

The Registrant hereby acknowledges that should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States of America.

Sincerely,

/s/ R. LaDuane Clifton

R. LaDuane Clifton, CPA

Chief Financial Officer

November 1 , 2013

Via E -mail
Gregory P. Anderson
President and Chief Executive Officer
The LGL Group, Inc.
2525 Shader Road
Orlando, Florida 32804

Re: The LGL Group, Inc.
 Amendment No. 1 to Registration Statement on Form S -3
Filed October 30, 2013
File No. 333-191269

Dear Mr. Anderson :

We have limited our review of your registration statement to those issues we have
addressed in our comment.  Please respond to this letter by amending your registration statement
and providing the requested information .  Where you do not believe our comment a pplies to your
facts and circumstances or do not believe an amendment is appropriate, please tell us why in
your response.

After reviewing any amendment to your registration statement and the information you
provide in response to our comment, we may have  additional comments.

Exhibit 5.1

1. It appears that the warrants are go verned by the laws of the State of Delaware ; however,
we note that counsel has limited its opinion to the laws of “the State of New York, the
General Corporation Law of the State of Delaware (exclusive of court decisions and
regulations interpreting the same) and the Federal laws of the United States of America. ”
Please file an exhibit  which opines that the warrants are binding obligations of th e
registrant under all applicable laws of the jurisdiction  governing the warrant s, including
Delaware contract law.  Also, tell us the authority on which you rely to conclude that
filing an opinion that excludes court decisions and regulations satisfies your obligations
under Regulation S -K Item 601(b)(5).

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and i ts management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Gregory P. Anderson
The LGL Group, Inc.
November 1 , 2013
Page 2

 Notwithstanding our comment, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission f rom taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accurac y of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please  refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their resp ective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review an y amendment prior to the requested effective date of the
registration statement.

Please contact Tim Buchmiller  at (202) 551 -3635  or me at (202) 551 -3617 with any
questions.

Sincerely,

/s/ Russell Mancuso

Russell Mancuso
Branch Chief

cc (via e -mail):  Robert H. Frie dman, Esq.
 Olshan Frome Wolosky LLP

October 8, 2013

Via E -mail
Gregory P. Anderson
President and Chief Executive Officer
The LGL Group, Inc.
2525 Shader Road
Orlando, Florida 32804

Re: The LGL Group, Inc.
 Registration Statement on Form S -3
Filed September 19, 2013
File No. 333-191269

Dear Mr. Anderson :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  our comment s, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to our comment s, we may have  additional comments.

Selling Stockholder, page  13

1. Please include in your prospectus a description of  the transactions through which the
selling stockholder acquired your common stock and warrants.  Refer to Regulation S -K
Item 507.  Include the date of the transaction and the consideration paid.

Incorporation by Reference, page 16

2. We see that after you filed your registration statement you filed a current report on
Form  8-K on each of September 19, 2013, September 23, 2013 and October 7, 2013.
Since Item  12(a) of Form S -3 requires a registrant to specifically incorporate its latest
Form  10-K and any other Section 13(a) reports filed since the end of the fiscal year
covered by the Form 10 -K, please file an amendment to your registration statement that
incorporates  all required reports.

Gregory P. Anderson
The LGL Group, Inc.
October 8, 2013
Page 2

 3. Please specifically identify the filings mentioned i n the last bullet point of this section.

Exhibit 5.1 – Legality Opinion

4. Please file a legality opinion which opines that the warrants are a binding obligation of
the registrant under the law of the jurisdiction governing the warrants.  For guidance,
please refer to Section II.B.1.f of Staff Legal Bulletin No.  19 – Legality and Tax
Opinions in Registered Offerings available on the Commission’s website at
http://www.sec.gov/interps/legal/cfslb19. htm.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the compan y 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 disclosures they have made.

Notwithstanding our comment s, in the event you request acceleration of the effecti ve date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Gregory P. Anderson
The LGL Group, Inc.
October 8, 2013
Page 3

 Please contact Tim Buch miller  at (202) 551 -3635  or me at (202) 551 -3617 with any
questions.

Sincerely,

/s/ Russell Mancuso

Russ ell Mancuso
Branch Chief

cc (via e -mail):  Robert H. Friedman, Esq.
 Olshan Frome Wolosky LLP

September 15, 2011

  Via E-mail

R. LaDuane Clifton Chief Accounting Officer The LGL Group, Inc. 2525 Shader Road Orlando, Florida 32804
 Re: The LGL Group, Inc.
  Form 10-K for the year ended December 31, 2010   Filed March 24, 2011
Form 10-Q for the period ended March 31, 2011 Filed May 16, 2011  File No. 001-00106
Dear Mr. Clifton:

We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclo sures in the filings to be certa in that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
  /s/ Jeffrey Jaramillo
Jeffrey Jaramillo
       A c c o u n t i n g  B r a n c h  C h i e f

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CONFIDENTIAL TREATMENT REQUESTED BY THE LGL GROUP, INC.

PURSUANT TO 17 C.F.R. § 200.83

August 26, 2011

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

VIA EDGAR AND OVERNIGHT DELIVERY

Mr. Martin James

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re:          The LGL Group, Inc.

Form 10-K for the year ended December 31, 2010

Filed March 24, 2011

Form 10-Q for the period ended March 31, 2011

Filed May 16, 2011

File No. 001-00106

Dear Mr. James:

I am the Chief Accounting Officer of The LGL Group, Inc. (the “Company,” “LGL,” “we,” “our,” or “us”), and I am responding on its behalf to your letter, dated August 2, 2011, containing comments on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (the “2010 10-K”), filed with the Securities and Exchange Commission (the “Commission”) on March 24, 2011, and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, filed with the Commission on May 16, 2011.

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by a request for confidential treatment for selected portions of this letter.  The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83.

- Page 1 -

CONFIDENTIAL TREATMENT REQUESTED BY THE LGL GROUP, INC.

PURSUANT TO 17 C.F.R. § 200.83

For your reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

Please find our responses to the Commission’s comments below.  For ease of reference, our responses are numbered to correspond to the numbering of the comments in your letter and the comments are reproduced in italicized form below.

Form 10-K for the Year ended December 31, 2010

Item 11. Executive Compensation, page 30

1.

Please tell us why page 31 of this filing and page 14 of your definitive proxy statement filed July 7, 2011 disclose different base salaries under Mr. Anderson’s current employment agreement.

Effective on July 2, 2009, the Company entered into an employment agreement with Gregory P. Anderson to serve as the Company’s President and Chief Executive Officer (the “Anderson Employment Agreement”), which provided for an annual base salary of $170,000.  On December 15, 2010, as permitted by the Anderson Employment Agreement, the Company’s Board of Directors raised Mr. Anderson’s annual base salary to $200,000, effective January 1, 2011.  The description of Mr. Anderson’s annual base salary in the 2010 10-K should have also included a description of this increase effective after the end of the Company’s fiscal year.  Mr. Anderson’s then-current annual base salary was stated correctly as $200,000 in the Company’s definitive proxy statement, filed with the Commission on July 7, 2011 (the “2011 Annual Meeting Proxy”).

The Company and its management take seriously their responsibility for the accuracy and the adequacy of the disclosure in the Company’s filings with the Commission.  Since the Company’s receipt of the Commission’s comment letter, the Company has reviewed the executive compensation disclosure made in the 2010 10-K and the 2011 Annual Meeting Proxy and has not discovered other errors.  Additionally, the Company has reviewed its accounting for Mr. Anderson’s salary in the Company’s financial statements for the quarters ended March 31, 2011 and June 30, 2011, and has concluded that Mr. Anderson’s annual base salary has been properly accounted for in such financial statements.

Based on the foregoing, and because the disclosure regarding Mr. Anderson’s then-current annual base salary in the 2010 10-K has been superseded by the more recent disclosure of his then-current annual base salary in the 2011 Annual Meeting Proxy (which was widely circulated to stockholders and is available electronically in multiple locations), and because of the relatively small dollar amount involved, the Company does not believe that the abovementioned error is material and does not believe that a corrective filing is required.

- Page 2 -

CONFIDENTIAL TREATMENT REQUESTED BY THE LGL GROUP, INC.

PURSUANT TO 17 C.F.R. § 200.83

The Company believes that its failure to uncover the abovementioned omission of the increase in Mr. Anderson’s base salary effective January 1, 2011 from the 2010 10-K prior to its filing with the Commission was an isolated incident, and does not believe it necessary to reassess the Company’s disclosure controls and procedures as of the end of the period covered by the 2010 10-K, or any other periods, as a result of the discovery of this error.

Financial Statements, page 41

A. Accounting and Reporting Policies, page 45

Revenue Recognition, page 48

2.

We note from your response to our prior comment 1 that you offer a limited right of return and authorized price protection provisions in your agreements with certain distributors. To help us better understand your revenue recognition policy for those arrangements where you provide price protection provisions, please address the following:

·

Provide us with the terms of your price protection provisions.

·

Tell us, for each year presented in your financial statements, the amount of revenue recognized for transactions that included these price protection provisions.

·

Provide a detailed explanation of how you meet the fixed or determinable sales price criteria prescribed by SAB Topic 13A.4

The Company currently has distribution agreements with four distributors that include price protection provisions.  The total amount of revenue recognized under these agreements was $[***] and $[***] for the years ended December 31, 2010 and 2009, respectively.  Since the Company entered into the earliest of these distributor agreements in 1997, the Company has never made any payments under the price protection provisions.  Based on this historical experience, the Company has determined a price protection reserve against revenue for those distributors to be unnecessary.  The Company will continue to evaluate the need for a price protection reserve on a quarterly basis.

Additional detail regarding the price protection provisions of these agreements is provided below (although we do not identify the distributors by name):

1)  Distributor A

§

Date of agreement:  [***]

§

2010 and 2009 revenues under agreement:  [***]

- Page 3 -

CONFIDENTIAL TREATMENT REQUESTED BY THE LGL GROUP, INC.

PURSUANT TO 17 C.F.R. § 200.83

§

Trigger for price protection right:  Price decrease in product(s) carried in Distributor’s inventory; claim for credit must be initiated by Distributor

§

Duration of price protection right:  30 calendar days after price decrease for items held in Distributor’s inventory

§

Claims paid under price protection provision since entry into agreement: none

2)  Distributor B

§

Date of agreement:  [***]

§

2010 and 2009 revenues under agreement:  [***]

§

Trigger for price protection right:  Price decrease in product(s) carried in Distributor’s inventory; claim for credit must be initiated by Distributor

§

Duration of price protection right:  30 days following the later of the effective date of price decrease or the date Distributor actually receives notice thereof for the items held in Distributor’s inventory

§

Claims paid under price protection provision since entry into agreement: none

3)  Distributor C

§

Date of agreement:  [***]

§

2010 and 2009 revenues under agreement:  [***]

§

Trigger for price protection right:  Price decrease in standard product(s) carried in Distributor’s inventory; claim for credit must be initiated by Distributor

§

Duration of price protection right:  30 days following the date Distributor receives notice of the price decrease for the items held in Distributor’s inventory

§

Claims paid under price protection provision since entry into agreement: none

4)  Distributor D

§

Date of agreement:  [***]

- Page 4 -

CONFIDENTIAL TREATMENT REQUESTED BY THE LGL GROUP, INC.

PURSUANT TO 17 C.F.R. § 200.83

§

2010 and 2009 revenues under agreement:  [***]

§

Trigger for price protection right:  Price decrease in product(s) carried in Distributor’s inventory; claim for credit must be initiated by Distributor

§

Duration of price protection right:  30 days following the effective date of price decrease for items held in Distributor’s inventory

§

Claims paid under price protection provision since entry into agreement: none

The Company’s revenue cycle begins with acceptance of a firm purchase order that is executed for each transaction and under which the Company and the customer agree on a fixed price for specific items and quantities.  Revenue is then recognized once those products have been shipped and custody passes to the customer.  As such, price in these transactions meets the fundamental definition of “fixed and determinable” without explanation or analogy to the examples provided in Staff Accounting Bulletin (“SAB”) Topic 13A.4.  Further, our recognition of revenue meets the criteria provided in Accounting Standards Codification (“ASC”) Topic 605-15-25-1 as noted below:

·

our price to the buyer is determinable since the price is fixed on the date we accept a purchase order from the customer, and as we have never received a claim for reimbursement under the price protection provisions of our distributor agreements and anticipate that future claims, if any, will be de minimis, we have determined that no adjustment to the price is necessary;

·

the buyer is obligated to pay us and such payment is not contingent on resale of the product by the buyer;

·

the buyer’s obligation does not change in the event of theft or physical destruction or damage to the product;

·

the buyer has economic substance separate from us as each Distributor is a separate, distinct and independent business with its own infrastructure and operations;

·

there are no obligations for future performance; and

·

the amount of returns or credit for price protection can be reasonably estimated (our current estimate is $0).

In addition, the Company has also considered the guidance provided in ASC Topic 605-15-25-3 as described below.

a.

The price protection provisions apply only to those products which are considered to be “standard,” meaning that they are not a custom design for a specific customer and may be used by other customers.

- Page 5 -

CONFIDENTIAL TREATMENT REQUESTED BY THE LGL GROUP, INC.

PURSUANT TO 17 C.F.R. § 200.83

Further, while obsolescence and changes in demand are possible for these products, demand for products by the distributor is primarily driven by orders from their end customers, reducing the likelihood that parts will be returned because of obsolescence.

b.

The Company offers a warranty of one year, which is standard for our industry.

c.

The Company has more than 13 years of relevant historical experience with providing price protection provisions for these types of products and arrangements, on which we base our analysis as to whether there is a need for a price protection reserve with respect to each agreement with price protection provisions.  We review actual experience quarterly.

d.

There is a large volume of relatively homogeneous transactions for our standard products.

Based on the detail information provided and our consideration of the applicable guidance provided in ASC Topic 605-15-25 and SAB Topic 13A.4, the Company believes recognition of revenue under our distribution agreements with price protection provisions upon shipment to the distributor is reasonable and appropriate.

The Company has requested confidential treatment for the amount of its revenues from its distributors with whom the Company has distribution agreements that include price protection provisions, and for the dates of such agreements, because the Company believes the disclosure of such information would result in competitive harm to the Company.  Public disclosure of such information would allow our competitors to determine the percentage of the Company’s revenues derived from distribution arrangements, providing them with competitive information regarding our business model and cost structure.  Additionally, such information may allow our competitors and our distributors to determine the identity of our distributors and the relative importance of individual distributors to our business.  As our relationships with distributors are not exclusive and our competitors have relationships with our distributors, this knowledge would enable our competitors to unfairly compete with us with respect to distribution relationships and put us at a competitive disadvantage in negotiations with current and future distributors.

3.

Additionally, we note from your response to our prior comment 1 that you recognize revenue when, among other met conditions, the “seller’s price to the buyer is substantially fixed or determinable at the date of sales.” Please address the following:

·

Tell us what you mean by “substantially fixed” and provide us an example of an arrangement with a substantially fixed or determinable price as compared to one with a fixed or determinable price.

·

Explain to us in detail how this “substantially fixed or determinable” condition meets the criteria outlined in SAB Topic 13A.4

·

Quantify for us the amount of revenue recognized for each transaction where you determined that the seller’s price to the buyer was substantially fixed or determinable at the date of sale.

·

For each fiscal year presented, tell us the amount of revenue you recognized from transactions with substantially fixed or determinable prices.

- Page 6 -

CONFIDENTIAL TREATMENT REQUESTED BY THE LGL GROUP, INC.

PURSUANT TO 17 C.F.R. § 200.83

In our response to comment 1 in the Commission’s letter dated June 23, 2011, the Company used the phrase “substantially fixed” within the meaning of ASC Topic 605-15-25-1a, Revenue Recognition for Sales of Product when Right of Return Exists.  As discussed in our response to comment 2 above, our price to the buyer is fixed and determined prior to shipment of the product and therefore prior to its recognition as revenue.  Therefore, the relevant inquiry for the Company is when the price is “fixed”, rather than “substantially fixed”, and the Commission’s questions in comment 2 above regarding the meaning and implications of the phrase “substantially fixed” are not applicable.

Our description of our conditions for revenue recognition in our future filings will be consistent with our response to comment 2 above and will not include the phrase “substantially fixed”.  Our Quarterly Report on Form 10-Q for the period ended June 30, 2011, filed with the Commission on August 12, 2011, as amended (the “Second Quarter 2011 10-Q”), used the adjusted language, which is set forth below.

“The Company recognizes revenue from the sale of its product in accordance with the criteria in ASC 605, Revenue Recognition, which are:

·

persuasive evidence that an arrangement exists;

·

delivery has occurred;

·

the seller’s price to the buyer is fixed and determinable; and

·

collectability is reasonably assured.

The Company meets these conditions upon shipment because ti

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 August 2, 2011
 Via E-mail

Mr. R. LaDuane Clifton Chief Accounting Officer The LGL Group, Inc. 2525 Shader Road Orlando, Florida 32804
 Re: The LGL Group, Inc.
  Form 10-K for the year ended December 31, 2010   Filed March 24, 2011
Form 10-Q for the period ended March 31, 2011 Filed May 16, 2011  File No. 001-00106
Dear Mr. Clifton:

We have reviewed your response filed July 22, 2011 and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

R. LaDuane Clifton
The LGL Group, Inc. August 2, 2011 Page 2

Form 10-K for the Year ended December 31, 2010

 Item 11. Executive Compensation, page 30

 1. Please tell us why page 31 of this filing and page 14 of your definitive proxy statement
filed July 7, 2011 disclose different base  salaries under Mr. Anderson’s current
employment agreement.
 Financial Statements, page 41

 A. Accounting and Reporting Policies, page 45

 Revenue Recognition, page 48

 2. We note from your response to our prior co mment 1 that you offer a limited right of
return and authorized price protection pr ovisions in your agreements with certain
distributors.  To help us better understa nd your revenue recognition policy for those
arrangements where you provide price pr otection provisions, please address the
following:

 Provide us with the terms of your price protection provisions.
 Tell us, for each year presented in your financial statements, the amount of revenue
recognized for transactions that included these pri ce protection provisions.
 Provide a detailed explanation as to how you meet the fixed or determinable sales
price criteria prescr ibed by SAB Topic 13A.4
 3. Additionally, we note from your response to  our prior comment 1 that you recognize
revenue when, among other met conditions, the “seller’s price to the buyer is
substantially
 fixed or determinable at the date of  sales.”  Please address the following:

 Tell us what you mean by “substantially fixe d” and provide us an example of an
arrangement with a substantially fixed or de terminable price as compared to one with
a fixed or determinable price.
 Explain to us in detail how this “substanti ally fixed or determinable” condition meets
the criteria outlined in SAB Topic 13A.4.
 Quantify for us the amount of revenue recognized for each transaction where you
determined that the seller’s price to the buyer was substant ially fixed or determinable
at the date of sale.
 For each fiscal year presented, tell us the amount of revenue you recognized from
transactions with substantially fixed or determinable prices.

R. LaDuane Clifton
The LGL Group, Inc. August 2, 2011 Page 3
 4. Also, we note from your proposed disclosure  in response to prior comment 1 that you
recognize revenue when, among other met conditions, the “seller does not have
significant
 obligations for future performance to di rectly bring about resale of the product
by the buyer.”  Please explain to us in detail how this condition meets the criteria outlined
in SAB Topic 13A.3.  Describe to us the oblig ations that had not been performed at the
time of revenue recognition and explain w hy you believe these obligations are either
inconsequential or perfunctory  performance obligations.

 You may contact Julie Sherman, Staff Account ant, at (202) 551-3640 or Jeff Jaramillo,
Accounting Branch Chief, at (202) 551-3212 if  you have any questions regarding comments on
the financial statements and related matters.  Plea se contact Allicia Lam, Staff Attorney, at (202)
551-3316 or Geoffrey Kruczek, Reviewing Attorn ey, at (202) 551-3641 if you have questions on
any other comments.            S i n c e r e l y ,
 /s/ Martin James

       M a r t i n  J a m e s         Senior Assistant Chief Accountant

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July 22, 2011

VIA EDGAR

Mr. Jeffrey Jaramillo

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re:           The LGL Group, Inc.

Form 10-K for the year ended December 31, 2010

Filed March 24, 2011

Form 10-Q for the period ended March 31, 2011

Filed May 16, 2011

File No. 001-00106

Dear Mr. Jaramillo:

I am the Chief Accounting Officer of The LGL Group, Inc. (the “Company,” “LGL,” “we,” “our,” or “us”), and on its behalf I am responding to your letter, dated June 23, 2011, containing comments on the Company’s above-referenced Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed with the Securities and Exchange Commission (the “Commission”) on March 24, 2011, and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, filed with the Commission on May 16, 2011.

Please find our responses to the Commission’s comments below.  For ease of reference, our responses are numbered to correspond to the numbering of the comments in your letter and the comments are reproduced in italicized form below.

Form 10-K for the Year ended December 31, 2010

Financial Statements, page 41

A. Accounting and Reporting Policies, page 45

- Page 1 -

Revenue Recognition, page 48

1.

Please expand future filings to describe your revenue recognition policy in greater detail.  For example, we note from your disclosure on page 4 that you sell your products through a variety of channels and agents, to the extent that your revenue recognition policy differs among the various marketing venues, please provide details as to how those policies differ.  Also, we see that you sell to a number of different regions of the world; if your policies vary in different parts of the world those differences should also be discussed.  Please provide details of discounts, return policies, post shipment obligations, customer acceptance, warranties, credits, rebates, and price protection or similar privileges and how these impact revenue recognition.  Please provide us with your proposed revised disclosure as part of your response.

The Commission is advised that we will expand our disclosure in future filings to discuss our revenue recognition policy in greater detail.  A proposed form of our revised disclosure is set forth below.

The Company recognizes revenue from the sale of its products in accordance with the criteria in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition, which are:

·

persuasive evidence that an arrangement exists;

·

delivery has occurred;

·

the seller’s price to the buyer is fixed and determinable; and

·

collectability is reasonably assured.

The Company meets these conditions upon shipment of its products because title and risk of loss passes to the customer at that time.  However, the Company offers a limited right of return and/or authorized price protection provisions in its agreements with certain electronic component distributors who resell the Company’s products to original equipment manufacturers or electronic manufacturing services companies.  As a result, the Company estimates and records a reserve for future returns and other charges against revenue at the time of shipment consistent with the terms of sale. The reserve is estimated based on historical experience with each respective distributor. To date, the Company has not been required to perform under the authorized price protection provisions so it has not established a reserve for this purpose.

- Page 2 -

The Company recognizes revenue related to transactions with a right of return and/or authorized price protection provisions when the following conditions are met:

·

seller’s price to the buyer is substantially fixed or determinable at the date of sale;

·

buyer has paid the seller, or the buyer is obligated to pay the seller and the obligation is not contingent on resale of the product;

·

buyer’s obligation to the seller would not be changed in the event of theft or physical destruction or damage of the product;

·

buyer acquiring the product for resale has economic substance apart from that provided by the seller;

·

seller does not have significant obligations for future performance to directly bring about resale of the product by the buyer; and

·

the amount of future returns can be reasonably estimated.

2.

Please revise future filings to provide the disclosures required by FASB ASC 460-10-50-8 (formerly paragraph 14 of FIN 45), as it relates to your product warranties.  Please also discuss any changes with regards to the warranties offered to customers during the year and any related changes in your accrual or accounting.  Please provide us with your proposed revised disclosure as part of your response.

The Commission is advised that we will revise our future filings to provide the disclosures required by FASB ASC 460-10-50-8.  However, the Commission is also advised that the Company does not intend to include a tabular reconciliation of its warranty liability (under FASB ASC 460-10-50-8.c) in future filings due to the immaterial nature of the Company’s warranty reserve amounts ($10,400 at December 31, 2010 and $10,500 at March 31, 2011) as compared to its consolidated revenue.

Set out below is a proposed form of our revised disclosure regarding the Company’s product warranty policy.

The Company offers a standard one-year warranty. The Company tests its products prior to shipment in order to ensure that they meet each customer’s requirements based upon specifications received from each customer at the time its order is received and accepted. The Company’s customers may request to return products for various reasons, including but not limited to the customers’ belief that the products are not performing to specification. The Company’s return policy states that it

- Page 3 -

will only accept product returns with prior authorization and if the product does not meet customer specifications, in which case the product would be replaced or repaired. To accommodate the Company’s customers, each request for return is reviewed, and if and when it is approved, a return materials authorization (“RMA”) is issued to the customer. Each month the Company records a specific warranty reserve for approved RMAs covering products that have not yet been returned. The Company does not maintain a general warranty reserve because, historically, valid warranty returns resulting from a product not meeting specifications or being non-functional have been immaterial.

*     *     *     *     *

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 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.

We would be pleased to answer any questions you may have with regard to our responses.  Please contact me directly at (407) 298-2000 x 2144 if you have any questions.  Thank you for your assistance.

Sincerely,

/s/ R. LaDuane Clifton

R. LaDuane Clifton, CPA

Chief Accounting Officer

cc:  Jack Cadden, McGladrey & Pullen LLP

Mark A. Spelker, J.H. Cohn LLP

Paul Kaminski, Audit Committee Chair, The LGL Group, Inc.

David Adler, Olshan Grundman Frome Rosenzweig & Wolosky LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 June 23, 2011
 Via E-mail

Mr. R. LaDuane Clifton Chief Accounting Officer The LGL Group, Inc. 2525 Shader Road Orlando, Florida 32804
 Re: The LGL Group, Inc.
  Form 10-K for the year ended December 31, 2010   Filed March 24, 2011
Form 10-Q for the period ended March 31, 2011 Filed May 16, 2011  File No. 001-00106
Dear Mr. Clifton:

We have reviewed your filings and have the following comments.  In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

R. LaDuane Clifton
The LGL Group, Inc. June 23, 2011 Page 2
 Form 10-K for the Year ended December 31, 2010

 Financial Statements, page 41

 A. Accounting and Reporting Policies, page 45

 Revenue Recognition, page 48

 1. Please expand future filings to describe your re venue recognition policy in greater detail.
For example, we note from your disclosure on page 4 that you sell your products through
a variety of channels and agen ts, to the extent that your re venue recognition policy differs
among the various marketing venues, please pr ovide details as to how those policies
differ. Also, we see that you se ll to a number of different re gions of the world; if your
policies vary in different parts of the world those differences should also be discussed.
Please provide details of discounts, return po licies, post shipment obligations, customer
acceptance, warranties, credits, rebates, a nd price protection or similar privileges and
how these impact revenue recognition.  Please provide us with your proposed revised
disclosure as part  of your response.
 2. Please revise future filings to provide th e disclosures required by FASB ASC 460-10-50-
8 (formerly paragraph 14 of FIN 45), as it rela tes to your product warranties.  Please also
discuss any changes with regards to the warr anties offered to customers during the year
and any related changes in your accrual or accounting. Pl ease provide us with your
proposed revised disclosure as part of your response.

     We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures 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

R. LaDuane Clifton
The LGL Group, Inc. June 23, 2011 Page 3
  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.

  You may contact Julie Sherma n, Staff Accountant, at (202)  551-3640 or me at (202) 551-
3212 if you have any questions regarding these co mments. In this regard, do not hesitate to
contact Martin James, Senior Assist ant Chief Accountant, at (202) 551-3671.
           S i n c e r e l y ,

 /s/ Jeffrey Jaramillo
         Jeffrey Jaramillo         A c c o u n t i n g  B r a n c h  C h i e f

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THE LGL GROUP, INC.

2525 Shader Road

Orlando, FL 32804

                               November 3, 2010

VIA EDGAR AND FACSIMILE

Martin James

Acting Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

The LGL Group, Inc.

Registration Statement on Form S-3

(Registration Number 333-169540)

Ladies and Gentlemen:

The undersigned Registrant under the above-referenced Registration Statement hereby requests acceleration of the effective date of the above-referenced Registration Statement to Thursday, November 4, 2010 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

The undersigned Registrant hereby reserves the right to withdraw this request orally and grants such right to its counsel, David J. Adler, Esq., of the law firm of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

The Registrant hereby acknowledges that should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States of America.

Very truly yours,

THE LGL GROUP, INC.

By:

/s/ R. LaDuane Clifton

R. LaDuane Clifton

Chief Accounting Officer

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THE LGL GROUP, INC.

2525 Shader Road

Orlando, FL 32804

                                October 26, 2010

VIA EDGAR AND FACSIMILE

Martin James

Acting Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

The LGL Group, Inc.

Registration Statement on Form S-3

(Registration Number 333-169540)

Dear Mr. James:

The LGL Group, Inc. (the “Company”) hereby withdraws its request for acceleration of the effective date of the above-referenced Registration Statement made in the Company’s letter to the Securities and Exchange Commission dated October 25, 2010.

Very truly yours,

THE LGL GROUP, INC.

By:

 /s/ R. LaDuane Clifton

R. LaDuane Clifton

Chief Accounting Officer

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[OLSHAN HEADER]

October 25, 2010

VIA EDGAR, FACSIMILE AND OVERNIGHT COURIER

Martin James

Acting Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

The LGL Group, Inc.

Registration Statement on Form S-3

Filed September 23, 2010

File No. 333-169540

Dear Mr. James:

On behalf of The LGL Group, Inc. (the “Company”), transmitted herewith is Amendment No. 1 (“Amendment No. 1”) to the Company’s Registration Statement on Form S-3 (File No. 333-169540) (the “Registration Statement”).  We acknowledge receipt of the comment letter of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated October 20, 2010 (the “Staff Letter”) with regard to the above-referenced filing.  For your convenience, we have enclosed a courtesy package that includes five copies of Amendment No. 1, three of which have been marked to show changes from the initial Registration Statement.

We have reviewed the Staff Letter with the Company and the following are its responses to the Staff Letter.  For ease of reference, the responses are numbered to correspond to the numbering of the comments in the Staff Letter and the comments are reproduced in italicized form below.  Unless specifically stated otherwise, the page numbers in the responses refer to pages of Amendment No. 1 and the defined terms used herein have the definitions given to them in Amendment No. 1.

General

1.

We note your September 14, 2010 press release indicating that the NYSE Amex has contacted you concerning “unusual market activity” in your stock.  Please tell us whether you have responded to this inquiry and also tell us what you know about the causes of the spike in price and volume that the market for your stock has experienced in recent months.

October 25, 2010

Page 2

The Company advises the Staff that it has responded to NYSE Amex’s inquiry and that, as the Company informed NYSE Amex, the Company does not know of any causes of the spike in price and volume that the market for the Company’s common stock has experienced in recent months other than the financial and other information the Company has publicly disclosed in its filings with the Commission.

Exhibits

2.

Please file your indenture before requesting acceleration of the effective date of this registration statement.  Refer to Questions 201.02 and 201.04 of the Division of Corporation Finance’s Compliance and Disclosure Interpretations, Trust Indenture Act of 1939, available on our website at http://www.sec.gov/divisions/corpfin/guidance/tiainterp.htm

Following further discussions among members of the Company’s management team and its Board of Directors, the Company has determined that it is unlikely to issue debt securities under the shelf registration.  The Company advises the Staff that, consistent with this determination, the Company has revised Amendment No. 1 so debt securities may not be offered under the Registration Statement and has removed disclosure related to the issuance of debt securities.

The Company respectfully submits that, as debt securities may no longer be offered under the Registration Statement, the Company is not required to file an indenture before requesting acceleration of the effective date of the Registration Statement.

*     *     *     *     *

Please direct your questions or comments regarding the Company’s response to the Staff Letter to the undersigned by telephone at (212) 451-2244, by email at dadler@olshanlaw.com or by facsimile at (212) 451-2222.  Thank you for your assistance.

Very truly yours,

/s/ David J. Adler

David J. Adler

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THE LGL GROUP, INC.

2525 Shader Road

Orlando, FL 32804

October 25, 2010

VIA EDGAR AND FACSIMILE

Martin James

Acting Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

The LGL Group, Inc.

Registration Statement on Form S-3

(Registration Number 333-169540)

Ladies and Gentlemen:

The undersigned Registrant under the above-referenced Registration Statement hereby requests acceleration of the effective date of the above-referenced Registration Statement to Thursday, October 28, 2010 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

The undersigned Registrant hereby reserves the right to withdraw this request orally and grants such right to its counsel, David J. Adler, Esq., of the law firm of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

The Registrant hereby acknowledges that should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States of America.

Very truly yours,

THE LGL GROUP, INC.

By:

/s/ R. LaDuane Clifton

R. LaDuane Clifton

Chief Accounting Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

          October 20, 2010

R. LaDuane Clifton Chief Accounting Officer The LGL Group, Inc. 2525 Shader Road Orlando, FL 32804
 Re: The LGL Group, Inc.
Registration Statement on Form S-3 Filed September 23, 2010
  File No. 333-169540

Dear Mr. Clifton:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 1. We note your September 14, 2010 press releas e indicating that the NYSE Amex has
contacted you concerning “unusual market activ ity” in your stock.  Plea se tell us whether
you have responded to this inquiry and also te ll us what you know about the causes of the
spikes in price and volume that the market for your stock has experienced in recent months.
 Exhibits

 2. Please file your indenture before requesting acceleration of the eff ective date of this
registration statement.  Refer to Questions 201.02 and 201.04 of the Division of Corporation Finance’s Compliance and Disclosu re Interpretations, Tr ust Indenture Act of
1939, available on our website at http://www.sec.gov/divisions/cor pfin/guidance/tiainterp.htm

R. LaDuane Clifton
Chief Accounting Officer The LGL Group, Inc. October 20, 2010 Page 2
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  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 disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Joseph McCann at 202-551- 6262 or Daniel Morris at 202-551-3314 with
any questions.

     S i n c e r e l y ,
Martin James Acting Assistant Director
  cc (via fax): David J. Adler, Esq. – Olshan Grundman Frome Rosenzweig & Wolosky LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3030
December 15, 2009

  Mr. Gregory P. Anderson Chief Executive Officer The LGL Group, Inc. 2525 Shader Road Orlando, Florida 32804   RE: The LGL Group, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed March 31, 2009
  Form 10-Q for the Quarter Ended March 31, 2009
  Filed May 20, 2009
File No. 001-00106
 Dear Mr. Anderson:    We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.              S i n c e r e l y ,           Jeffrey Jaramillo        A c c o u n t i n g  B r a n c h  C h i e f

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2525 Shader Road

   Orlando, FL 32804

   Phone (407) 298-2000 X146

   Fax (407) 578-7731

December 1, 2009

Jeffrey Jaramillo

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

RE:

Reply to your letter dated November 24, 2009 regarding The LGL Group, Inc. “Comments on Form 10-K for the year ended December 31, 2008 and Form 10-Q for the Quarter Ended March 31, 2009.” File No. 001-00106

Dear Mr. Jaramillo:

In response to your letter dated November 24, 2009 regarding comments and questions you have made in relation to our Form 10-Q for the quarter ended March 31, 2009, please find below our responses to your comments:

1.

We note the Company has undertaken a comprehensive “resizing” of its operations. In this regard, please provide us with the applicable disclosures as prescribed by FASB ASC 420-10-50-1 (paragraph 20 of SFAS No. 146) and SAB Topic 5: paragraph 4 or tell us why these disclosures are not required.

The Company put a plan in place to reduce its overhead, engineering and administrative costs for 2009. The plan included the reduction of supervisory and administrative employees; freezing of merit increases; eliminating bonuses; eliminating the Company contribution to the 401K Plan if the Company was unprofitable, and the reduction of audit,
legal and SOX fees through process improvements. These reductions did not involve the exiting or disposal of our business activities, and the disclosure requirements under FASB ASC 420-10-50 and SAB Topic 5: paragraph 4 is not required. There were no one time costs, one time termination benefits, or contract termination costs associated with any of the above reductions. In addition, the Company did not incur any restructuring charges.

In future filings, the Company will provide further disclosure of our structured expense reductions to conform to the information disclosed in the previous paragraph.

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 3030
November 24, 2009

VIA U.S. MAIL and FACSIMILE

 Mr. Harold D. Castle Chief Financial Officer The LGL Group, Inc. 2525 Shader Road Orlando, Florida 32804   RE: The LGL Group, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed March 31, 2009   Form 10-Q for the Quarter Ended March 31, 2009   Filed May 20, 2009
File No. 001-00106
 Dear Mr. Castle:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.   Please understand that the purpose of our re view 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.

Harold D. Castle
The LGL Group, Inc.
November 24, 2009 Page 2  Form 10-Q for the period ending March 31, 2009

Management’s Discussion and Analysis, page 13

Results of Operations, page 13

1. We note the Company has undertaken a comprehensive “resizing” of its
operations.  In this regard, please provide us with the applicab le disclosures as
prescribed by FASB ASC 420-10-50-1 (p aragraph 20 of SFAS No. 146) and SAB
Topic 5:P:4 or tell us why thes e disclosures are not required.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested
information.  Detailed cover letters greatly facilitate our  review.  Please submit your
cover letter on EDGAR.  Pleas e understand that we may ha ve additional comments after
reviewing your responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures 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
filings;
 ‚ 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Harold D. Castle
The LGL Group, Inc. November 24, 2009 Page 3
You may contact Dennis Hult, Staff Account ant, at (202) 551-3618 or me at (202)
551-3212 if you have questions regarding comm ents on the financial statements and
related matters.  In this regard, do not hesitate to contact Ma rtin James, Senior Assistant
Chief Accountant, at (202) 551-3671.         S i n c e r e l y ,           Jeffrey Jaramillo        A c c o u n t i n g  B r a n c h  C h i e f

Mail Stop 6010
June 27, 2008

VIA U.S. MAIL

 Mr. Harold D. Castle Chief Financial Officer The LGL Group, Inc. 2525 Shader Road Orlando, Florida 32804
 Re: The LGL Group, Inc.
  Form 10-K for the year ended December 31, 2007
  Filed May 13, 2008    File No. 001-00106
Dear Mr. Castle:
   We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.             S i n c e r e l y ,
       A n g e l a  C r a n e         A c c o u n t i n g  B r a n c h  C h i e f

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      2525
Shader Road

      Orlando,
FL 32804

      Phone
(407) 298-2000 X146

      Fax (407)
578-7731

      June 12,
2008

      Ms.
Angela Crane

      Branch
Chief

      Division
of Corporation Finance

      Securities
and Exchange Commission

      100 F
Street, N.E.

      Washington,
DC 20549

                RE:

                Reply
      to your letter dated May 30, 2008 regarding “Comments on Form 10-K for the
      year ended December 31, 2007.”

      Dear Ms.
Crane:

      In
response to your letter dated May 30, 2008 regarding comments and questions you
have in relation to our Form 10-K for the year ended December 31, 2007, please
find below our responses to your comments:

                1.

                Revise
      future filings to define the financial ratios and minimum net worth levels
      required in your financial
covenants.

      We will
revise our future filings accordingly.  Set out below is a proposed
form of disclosure regarding the Company’s debt financings that the Company
would use in future filings.

      On
October 14, 2004, MtronPTI, entered into a loan agreement with FNBO (the “FNBO
Loan Agreement”).  The FNBO Loan Agreement provides for a short-term
credit facility of up to $5,500,000 (the “FNBO Revolving Loan”).  The
provisions of the FNBO Revolving Loan were subsequently amended, most recently
on August 1, 2007.  The principal balance of the FNBO Revolving Loan
currently bears interest at 30-day LIBOR plus 2.1%, with interest only payments
due monthly and the final payment of principal and interest due on June 30,
2008.  At [INSERT DATE], the amount outstanding under the revolving
credit loan was [$XX].

      The FNBO
Loan Agreement also provides for a term loan in the original principal amount of
$2,000,000 (the “FNBO Term Loan”).  The provisions of the FNBO Term
Loan were subsequently amended, most recently on January 24,
2008.  Under such amendment, the original principal amount of the FNBO
Term Loan is approximately $1,410,000, and the principal balance bears interest
at 30-day LIBOR plus 2.1%, with principal and interest payments due monthly and
the final payment of principal and interest due January 24, 2013.

      The FNBO
Loan Agreement contains a variety of affirmative and negative covenants,
including, but not limited to, financial covenants that MtronPTI maintain: (i)
an excess of current assets over current liabilities of not less than $2
million; (ii) tangible net worth of not less than $4.2 million, (iii) a ratio of
current assets to current liabilities of not less than 1.2 to 1.0; (iv) a ratio
of total liabilities to tangible net worth of not greater than 4.0 to 1.0; and
(v) a fixed charge ratio of 1.2 to 1.0.  At [INSERT DATE], the Company
was in compliance with these covenants.

      All
outstanding obligations under the FNBO Loan Agreement are guaranteed by the
Company.

      In
connection with the FNBO Term Loan, MtronPTI entered into a separate interest
rate swap agreement with FNBO from which it receives periodic payments at the
LIBOR Base Rate and makes periodic payments at a fixed rate of 5.60% through the
life of the FNBO Term Loan.  The Company has designated this swap as a
cash flow hedge in accordance with FASB 133 “Accounting for Derivative
Instruments and Hedging Activities”.  The fair value of the interest
rate swap at [INSERT DATE] is [INSERT VALUE] net of any tax effect, and is
included in “swap liability on hedge contracts” on the condensed consolidated
balance sheets.  The value is reflected in other comprehensive loss,
net of any tax effect.

      On
September 30, 2005, MtronPTI entered into a loan agreement (the “RBC Loan
Agreement”) with RBC Centura Bank (“RBC”), which provides for a loan in the
original principal amount of $3,040,000 (the “RBC Term Loan”).  The
RBC Term Loan bears interest at LIBOR Base Rate plus 2.75% and is being repaid
in monthly installments based on a 20 year amortization, with the then remaining
principal balance and interest due on the fifth anniversary of the RBC Loan
Agreement.  The RBC Loan Agreement contains a variety of affirmative
and negative covenants, including, but not limited to, financial covenants that
MtronPTI maintain: (i) a ratio of total liabilities to tangible net worth of at
least 4.0 to 1.0; (ii) tangible net worth of at least $4.2 million; and (iii) a
fixed charge coverage ratio of not less than 1.2 to 1.0.  At [INSERT
DATE], the Company was in compliance with these covenants.

      All
outstanding obligations under the RBC Loan Agreement are collateralized by
security interests in the assets of MtronPTI and guaranteed by the
Company.

      In
connection with the RBC Term Loan, MtronPTI entered into a five-year interest
rate swap from which it receives periodic payments at the LIBOR Base Rate and
makes periodic payments at a fixed rate of 7.51% with monthly settlement and
rate reset dates.  The Company has designated this swap as a cash flow
hedge in accordance with FASB 133 “Accounting for Derivative Instruments and
Hedging Activities”.  The fair value of the interest rate swap at
[INSERT DATE] is [INSERT VALUE] net of any tax effect, and is included in “swap
liability on hedge contracts” on the condensed consolidated balance
sheets.  The value is reflected in other comprehensive loss, net of
any tax effect.

                2.

                We
      note that you include revenue recognition as one of your critical
      accounting estimates.  Your discussion herein does not discuss
      the nature of any estimates regarding the company’s revenue
      recognition.  The disclosure merely repeats the policies from
      your significant accounting policies footnote without
      elaboration.  Your disclosure should supplement, not duplicate,
      the description of your accounting policies that are already disclosed in
      the notes to the financial statements.  Your discussion should
      present your analysis of the uncertainties involved in applying accounting
      principles, specifically address why your accounting estimates bear the
      risk of change, how you arrived at the estimate, whether that estimate is
      reasonably likely to change, etc.  Please revise in future
      filings.  We refer you to SEC Release No. 33-8350, Commission
      Guidance Regarding Management’s Discussion and Analysis of Financial
      Condition and Results of
Operations.

      Our revenue recognition policy does not include
any estimates.  As discussed further in our response to
your comment 4, the Company does not accept returns.  Any product sent back to the Company
that does not meet customer specifications
is treated as a warranty matter and does not affect revenue recognition.

                3.

                We
      note that you recognize revenue upon shipment.  We also note
      your disclosure on pages 2 and 8 that your products are “custom designed
      highly-engineered electric components.”  Given the customization
      of your products please explain any customer acceptance provisions
      included in your sales agreements.  For example, tell us if your
      customers have the right to test the equipment prior to
      acceptance.  In addition, tell us about any obligations you
      have, if any, subsequent to shipment.  Please include a clear
      discussion of the agreements, which would indicate that the revenue
      recognition criteria outlined in SAB 104 has been
  met.

      We test
our products prior to shipment in order to insure that they meet each customer’s
requirements based upon specifications
received from  each customer at the time its order is received and
accepted.  As discussed further in our
response to your comment 4, the Company does not accept
returns.  All customer acceptance provisions that are related
to required performance specifications and any other obligations of the Company
regarding its products subsequent to shipment are warranty matters.

      Revenue is recognized upon shipment to the customer
because the Company believes that all criteria for revenue recognition have been
met at that point in time.  Prior to shipment, the Company has already
entered into an agreement with each customer setting the terms and
specifications of the product to be delivered at a set and certain price, and
with collectibility of amounts due reasonably assured.  The Company
performs due diligence upon acceptance of a new customer and examines the payment history of existing customers to
insure the reasonable collectibility of amounts due.  In addition, as the Company completes its
own testing prior to shipment, the Company makes a determination that all
customer performance specifications are met prior to
shipment.

                4.

                In
      this regard, please explain your return policy, including any warranties
      provided to your customers and how they impact your revenue
      recognition.  We note the disclosure on page 17, regarding
      “yield losses” and increase “rework costs” at your Orlando,
      facility.  Explain what these costs involve and revise your
      disclosure in future filings to discuss in greater
  detail.

      The Company’s return policy states that it will not
accept any returns of products without prior authorization and only if the
product does not meet customer specifications, in which case the product would
be replaced or repaired under the Company’s warranty provisions.  As
returns are not accepted, there is no adjustment needed to estimate any future
returns from current sales.

      The Company typically provides for a one-year warranty
on its products, in which it warrants that its products will perform within the
agreed upon specifications and criteria, or the Company will either replace or
repair the defective product.  The Company’s warranty costs are
estimated on an ongoing basis based upon historical results and current
expectations, and are accounted for under FAS 5.  Historically, the
Company’s warranty expense has been immaterial to the Company’s financial
results.

      When the Company experienced lower than historical
margins, it attributed the lower margins to the Orlando facility incurring
higher than normal “yield losses” and “rework
costs”.  “Yield losses” and
“rework costs” are costs incurred by the Company during the manufacturing process and result in higher manufacturing costs.  A
“yield loss” refers to the
cost of producing a relatively low amount
of useful components from a certain
amount of raw materials. For example, the Company may only achieve a 60%
return of useful components from a specific piece of raw material that the Company anticipated would produce an 85%
return.  A “rework cost” refers to the cost of fixing product errors
prior to shipment, which involves
additional labor and overhead expenses over
and above the standard time and effort
generally required to manufacture a
component.

                5.

                We
      note your use of distributors to sell your products.  Please
      describe the terms of your arrangements with distributors, including
      payment, price protection, return, exchange, and other significant
      terms.  Disclose when sales through these distributors are
      recognized, if different from your usual policy of recognizing revenue
      upon product shipment.  If you recognize revenue on shipment of
      product to distributors, explain why you believe this practice is
      appropriate.  Refer to the guidance in paragraph 6 of SFAS 48 in
      your response.

      Distributors, which purchase our products from us and
then re-sell them to manufacturers in separate unrelated
transactions, are treated, for accounting
purposes, the same as any other customer.  We do not offer or grant
different return or warranty terms, payment terms, price protection and/or
discounts to distributors that are not offered to other customers. A distributor
takes title of our products upon shipment to it and is liable to the Company for
payments due under typical terms and not subject to any contingencies (i.e., not
liable until sold to a third party or can not sell it, so it returns the product
is not accepted).  We do not keep any inventory with a distributor
under consignment or other similar terms.

      As discussed further in our response to your comment 3,
revenue is recognized upon shipment to the customer.

                6.

                We
      note the $451,000 in accrued compensation expenses as one of your
      reclassifications for the December 31, 2006 balance
      sheet.  Please explain the nature of this reclassification and
      the error to which it relates.

      This balance represents an amount that was previously
classified in “other accrued expenses” in the originally reported 2006 balance
sheet.  As part of conforming the 2006 balance sheet to reflect the
2007 presentation, certain accrued balances were reclassified.  We now
note that these balances should have been included within the
“Reclassifications” sub section within footnote 1 on page 50.  The
amount noted was simply a reclassification and was not related to an error
previously reported.

                7.

                Your
      disclosure on page 61 indicates that you incorrectly classified the net
      carrying value of select Lynch Systems assets as assets held for sale
      during the three months ended June 30, 2007, instead of asset held for
      use.  We note you subsequently reclassified the net carrying
      value and related accumulated depreciation on your balance
      sheet.  Please explain how you adjusted the related depreciation
      expense on your statement of operations for June 30, 2007 and subsequent
      quarters and quantify the amounts.

      The original adjustment to classify the Lynch Systems
assets to assets held for sale would have been made in May 2007 as that was the
time the sale agreement with respect to select Lynch Systems assets and
liabilities was first entered into. It should be noted that originally, the
buyer of the Lynch Systems assets and liabilities wanted to acquire the land and
related buildings, but at the “11th hour” decided against it.  As it
relates to proper accounting for depreciation expense, the buildings should have
stopped being depreciated at the point in time a decision to sell them was made
(in May 2007).  However, upon the completion of the Company’s closing
and reporting procedures for the year ended 2007, it was noted that depreciation
of the buildings had continued unchanged from May through December
2007.  In regards to depreciation expense needing to be adjusted for
the reclassification of the assets held for sale as assets held and used, no
adjustment was needed as the buildings continued to be depreciated as of the
quarterly period ending June 30, 2007.

      It should also be noted that the Company recorded an
impairment charge for these same assets effective June 2007. The impairment
triggering event was the sale of select Lynch Systems’ assets and liabilities on
June 19, 2007.  The difference in depreciation expense for the last
portion of June would have been less than $1,800.  The Company deemed
this to be immaterial and did not include it within its restatement
adjustments.  The Company did adjust its recognized depreciation for
subsequent quarters in an amount of approximately $19,000 per
quarter.  The Company also believed that this amount was immaterial
and therefore did not include it in the September 2007 quarterly restatement
table.

      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 n

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 6010
May 30, 2008

VIA U.S. MAIL AND FAX (407) 578-7731

Mr. Harold D. Castle
Chief Financial Officer
The LGL Group, Inc.
2525 Shader Road
Orlando, Florida 32804

 Re: The LGL Group, Inc.
  Form 10-K for the year ended December 31, 2007
  Filed May 13, 2008
  File No. 001-00106

Dear Mr. Castle:

We have reviewed your filings and have th e following comments.  Where indicated, we
think you should revise your future filings in re sponse to 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 explanati on.  In some of our comments,
we may ask you to provide us with informati on so we may better unders tand your disclosure.
After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at th e end of this  letter.

Mr. Harold D. Castle
The LGL Group, Inc.
May 30, 2008 Page 2
Form 10-K for the Fiscal Year Ended December 31, 2007

Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
17

Liquidity and Capital Resources, page 19

1. Revise future filings to defi ne the financial ratios and mini mum net worth levels required
in your financial covenants.

Critical Accounting Policies, Revenue Recognition, page 22

2. We note that you include revenue recogniti on as one of your critical accounting
estimates. Your discussion herein does not di scuss the nature of a ny estimates regarding
the company’s revenue recogniti on. The disclosure merely rep eats the policies from your
significant accounting policies footnote wit hout elaboration. Your disclosure should
supplement, not duplicate, the description of your accounting policies that are already
disclosed in the notes to the financial st atements. Your discussion should present your
analysis of the uncertainties involved in applying accounting principles, specifically address why your accounting estimates bear th e risk of change, how you arrived at the
estimate, whether that estimate is reasonably like ly to change, etc. Please revise in future
filings.  We refer you to SEC Release No. 33-8350, Commission Guidance Regarding
Management’s Discussion and Analysis of Financial Condition and Results of
Operations.

Financial Statements, page 44

Note 1. Accounting and Reporting Policies, page 49

Revenue Recognition, page 51

3. We note that you recognize revenue upon shipment. We also note your disclosure on pages 2 and 8 that your products are “cus tom designed highly-engineered electric
components.” Given the customization of your products please explain any customer
acceptance provisions included in your sales agreements. For example, tell us if your customers have the right to test the equipm ent prior to acceptance. In addition, tell us
about any obligations you have, if any, subseq uent to shipment. Please include a clear
discussion of the agreements, which would indicate that the revenue  recognition criteria
outlined in SAB 104 has been met.

4. In this regard, please explai n your return policy, including any warranties provided to
your customers and how they impact your revenue recognition. We note the disclosure on page 17, regarding “yield losses” and increa sed “rework costs” at  your Orlando, facility.

Mr. Harold D. Castle
The LGL Group, Inc.
May 30, 2008 Page 3
Explain what these costs involve and revise your disclosure in future filings to discuss in
greater detail.

5. We note your use of distributors to sell your pr oducts. Please descri be the terms of your
arrangements with distributors, including payment, price protection, return, exchange,
and other significant terms.  Disclose wh en sales through these distributors are
recognized, if different from your usual policy of recognizing revenue upon product
shipment. If you recognize revenue on shipment  of product to distributors, explain why
you believe this practice is appr opriate.  Refer to the guida nce in paragraph 6 of SFAS 48
in your response.

Note 2. Restatement of Consolidat ed Financial Statements, page 56

Consolidated Balance Sheet Adjustments, page 58

6. We note the $451,000 in accrued compensation expe nse as one of your reclassifications
for the December 31, 2006 balance sheet. Please e xplain the nature of this reclassification
and the error to which it relates.

7. Your disclosure on page 61 indi cates that you incorrectly clas sified the net carrying value
of select Lynch Systems assets as assets held for sale duri ng the three months ended June
30, 2007, instead of asset held for use. We note you subsequently reclassified the net
carrying value and related accumulated deprec ation on your balance sheet. Please explain
how you adjusted the related depreciation expense  on your statement of operations for
June 30, 2007 and subsequent quarters and quantify the amounts.

 As appropriate, please respond to these comm ents within 10 business days or tell us
when you will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  De tailed letters greatly f acilitate our review.
Please understand that we may have additional co mments after reviewing your responses to our
comments.

  We urge all persons who are responsible fo r the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

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

Mr. Harold D. Castle
The LGL Group, Inc.
May 30, 2008 Page 4
‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

‚ staff comments or changes to disclosure in re sponse 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 advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
You may contact Julie Sherma n, Staff Accountant, at (202)  551-3640, or me at (202)
551-3554 if you have questions regard ing these comments.  In this regard, do not hesitate to
contact Martin James, the Senior Assi stant Chief Accountant, at (202) 551-3671.

        S i n c e r e l y ,

        A n g e l a  C r a n e
        B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 6010
April 24, 2008

  Harold Castle Chief Financial Officer The LGL Group, Inc. 2525 Shader Road Orlando, FL 32804

Re: The LGL Group, Inc.
 Item 4.02 Form 8-K
Filed April 16, 2008
  File No. 1-00106
Dear Mr. Castle:
  We have completed our review of your  Form 8-K filed April 16, 2008 and do not,
at this time, have any further comments.              S i n c e r e l y ,           A n g e l a  J .  C r a n e         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

    cor03725_04232008.htm

    [

    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.

        1

              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.

        3

    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

        4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

     Mail Stop 6010           April 17, 2008  Harold Castle Chief Financial Officer The LGL Group, Inc. 2525 Shader Road Orlando, FL 32804

Re: THE LGL Group, Inc.
 Item 4.02 Form 8-K
Filed April 16, 2008
 File No. 1-00106

Dear Mr. Castle:

We have reviewed your filing and have the following comments.

1. Please tell us whether you intend to file rest ated financial statements. If so, tell us
how and when you intend to do so. We ma y have further comment after you file
the restated financial statements.

2. Please tell us if your certifying officer s have reconsidered the effect on the
adequacy of your disclosure controls and procedures as of the end of the period
covered by your Forms 10-Q for the period ended March 31, 2007 in light of the material error you have disclosed.  Additiona lly, tell us what affect the error had
on your current evaluation of disclosure cont rols and procedures as of your fiscal
year end December 31, 2007.

Harold Castle
The LGL Group, Inc.
April 17, 2008 Page 2
 As appropriate, please respond to these co mments within five business days or
tell us when you will provide us with a response.      We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
  If you have any questions, please call me  at (202) 551-3618.  In this regard, do
not hesitate to contact Angela J. Crane,  Accounting Branch Chief, at (202) 551-3554.
         S i n c e r e l y ,            D e n n i s  C .  H u l t         S t a f f  A c c o u n t a n t

Mail Stop 6010

June 1, 2006
Mr. Eugene Hynes
Vice President, Finance
Lynch Corporation
140 Greenwich Avenue, 4th FL
Greenwich, Connecticut 06830

  RE:  Lynch Corporation
Form 10-K for the year ended December 31, 2005
    File No.  1-00106

Dear Mr. Hynes:

 We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

Sincerely,

       M a r t i n  F .  J a m e s
       Senior Assistant Chief Accountant

Mail Stop 6010
May 8, 2006

Mr. Eugene Hynes
Vice President, Finance
Lynch Corporation
140 Greenwich Avenue, 4th FL
Greenwich, Connecticut

  RE:  Lynch Corporation
Form 10-K for the year ended December 31, 2005
    File No.  1-00106

Dear Mr. Hynes:

We have reviewed your filings  and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to other portions of your documents.   Where indicated, we
think you should revise your docum ents in response to 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 deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this inform ation, we may raise additional comments.

 Please understand that the purpose of our re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Eugene Hynes
Lynch Corporation
May 8, 2006 Page 2
Form 10-K for the year ended December 31, 2005

Note 12 – Segment Information, page 54

1. We see that approximately 54% of your to tal revenues were de rived from foreign
countries in 2005.  If revenues derived from  any particular country are material,
revise future filings to di sclose the name of the count ry and the amount of revenue
from the country.  Refer to paragraph 38(a) of FAS 131.

Exhibit 31(a) and 31(b)

2. We note that the certifications filed as Exhibits 31(a) and 31 (b) were not in the
proper form. The required certifications must  be in the exact form prescribed; the
wording of the required certifications may not be changed in any respect, except
for the modifications temporarily permitted to be made to the fourth paragraph of the certification required to be filed as Exhibit 31 pursuant to Part III.E of Release No. 8238. Accordingly, please file an amendment to your Form 10-K that includes the entire filing toge ther with the certificati ons of each of your current
CEO and CFO in the form currently set fo rth in Item 601(b)( 31) of Regulation S-
K.

 As appropriate, please amend your Form  10-K for the year ended December 31,
2005, and respond to these comments within 10 business days or tell us when you will
provide us with a response.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter with your amendment
that keys your responses to our comment s and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewin g your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at 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 disclosures 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;

Mr. Eugene Hynes
Lynch Corporation
May 8, 2006 Page 3
‚ 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Eric Atallah, Staff Accountant at (202) 551-3663 or me at (202) 551-3603 regarding comments on the financial stat ements and related matters.  In this
regard, do not hesitate to contact Angela Cr ane, Branch Chief, at (202) 551-3554 with
any other questions.

        S i n c e r e l y ,

        J a y  W e b b
        Review Accountant

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

      November 3, 2005

John C. Ferrara
President and Chief Financial Officer
Lynch Corporation
140 Greenwich Avenue, 4th Floor
Greenwich, CT 06830

      Re:	Lynch Corporation
	Amendment No. 5 to Registration Statement on Form S-2
      Filed October 26, 2005
	File No. 333-126335

Dear Mr. Ferrara:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to 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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-2

Prospectus Cover
1. With a view toward clarified disclosure, please confirm to us
that
you intend to issue rights to each holder of a share between
November
9 and November 11, 2005 regardless of the number of individuals
who
hold and transfer the shares on those dates.  Show us how you have
calculated the number of rights to register given the uncertain
number of potential holders.

Prospectus Summary, page 1

Basic Subscription Privilege, page 2
2. Please revise this paragraph to comply with our comment above
and
to reflect the fact that shareholders as of November 10 and
November
11, 2005 are also entitled to receive rights.

Correspondence Dated October 26, 2005
3. The representations to be included in your acceleration request
should be in the same form as those included in our letter dated
July
28, 2005.  Please submit a revised acceleration request in
accordance
with this comment.

*     *     *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may Adelaja Heyliger at (202) 551-3636 or me at (202)
551-
3800 with any other questions.

      Sincerely,

								Russell Mancuso
								Branch Chief

cc (via fax):  	David J. Adler, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
212.451.2222

John C. Ferrara
Lynch Corporation
November 3, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

      September 14, 2005

John C. Ferrara
President and Chief Financial Officer
Lynch Corporation
140 Greenwich Avenue, 4th Floor
Greenwich, CT 06830

      Re:	Lynch Corporation
	Amendment No. 2 to Registration Statement on Form S-2
      Filed September 9, 2005
	File No. 333-126335

Dear Mr. Ferrara:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to 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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Fee Table
1. We note your response to prior comment 1.  Please revise the
fee
table to reflect the actual number of common shares and
subscription
rights being registered.  You should provide additional disclosure
to
explain the calculation of the registration fee in the footnotes
to
the fee table.

Prospectus Cover
2. We note your response to comment 2.  Please tell us when you
plan
to file an Exchange Act registration statement for the rights.
3. Please tell us the intended duration of the rights offering and
the duration that the rights will be traded on the exchange.

Intentions, page 3
4. We note your response to comment 3; however, it remains unclear
how an expression of intention is consistent with section 5 of the
Securities Act.

Use of  Proceeds, page 16
5. We note your response to prior comment 1.  With a view toward
clarified disclosure about the purpose or need for this offering,
please tell us why you would be engaged in repurchasing your
shares
at the same time that you are engaged in a rights offering.
6. Please provide your analysis as to how conducting a share
repurchase program while engaging in a rights offering is
consistent
with Regulation M.

The Rights Offering, page 17

Transferability of Rights, page 21
7. It is unclear why you deleted the entire last paragraph of this
section.

Determinations, page 24
8. We note your response to comment 8.  Please clarify the portion
of
your shares held in such foreign jurisdictions.

Material United States Federal Income Tax Consequences, page 27
9. We note your response to prior comment 9.  As investors will
not
receive notification of the fair market value of the subscription
rights, and the resulting tax consequences, until after they have
exercised the rights, please explain why you believe additional
risk
factor disclosure is unnecessary.

Signatures
10. Please clarify whether Mr. Ferrara signed the attorney-in-fact
line.

*     *     *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may Adelaja Heyliger at (202) 551-3636 or me at (202)
551-
3800 with any other questions.

      Sincerely,

								Russell Mancuso
								Branch Chief

cc (via fax):  	David J. Adler, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
212.451.2222

??

??

??

??

John C. Ferrara
Lynch Corporation
September 14, 2005
Page 1

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<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

      August 24, 2005

John C. Ferrara
President and Chief Financial Officer
Lynch Corporation
140 Greenwich Avenue, 4th Floor
Greenwich, CT 06830

      Re:	Lynch Corporation
	Amendment No. 1 to Registration Statement on Form S-2
      Filed August 16, 2005
	File No. 333-126335

Dear Mr. Ferrara:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to 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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-2

Fee Table
1. Please reconcile the number of common shares and subscription
rights listed in the table as being registered with disclosure
elsewhere in the prospectus.

Prospectus Cover
2. Please disclose the market on which the rights will be traded.

Intentions, page 3
3. Please reconcile your response to prior comment 2, which refers
to
only one affiliate and one officer who is not a board member, with
your disclosure that implies that multiple affiliates and officers
have already expressed their intentions.  Also, tell us how your
communications with these individuals were consistent with Section
5
of the Securities Act.

The Rights Offering, page 17
4. We note your response to prior comments 4 and 5.  Please tell
us
how your retention of the proceeds for seven to 10 business days
is
consistent with your obligation to provide refunds promptly.

Transferability of Rights, page 21
5. Given your response to prior comment 10, it is unclear why the
reference to expenses related to the exercise of rights is
appropriate.  Please advise or revise the last sentence of this
subsection.

Guaranteed Delivery Procedures, page 23
6. Please reconcile the disclosure in your response to prior
comment
11 that shareholders may deliver the notice after the expiration
date
with the disclosure in the first bullet list in this section that
the
notice must be provided before the expiration.

Determinations Regarding the Exercise of Your Subscription Rights,
page 24
7. We note your response to prior comment 12 and the additional
disclosure on page 25.  Please clarify the meaning of
"irregularities
that do not result in multiple potential interpretations."
8. Given your response to prior comment 13, it is unclear why the
referenced sentence is appropriate.  Please advise or revise.

Material United States Federal Income Tax Consequences, page 27
9. We note your disclosure in response to prior comment 15.
Please
clarify how and when you will provide the notice.  Also clarify
why
investors will not be able to make the determination of whether
the
market value exceeds the threshold.  Add appropriate risk factors.
10. Disclose why shareholders must submit the W-9 you included as
an
exhibit.

Exhibits
11. Please include all attachments to exhibits.  For example, we
note
the attachments missing from exhibit 99(i).

Exhibit 5
12. Please revise the legal opinion to reflect the accurate number
of
common shares and rights covered by the registration statement.
13. Please file an opinion of counsel regarding whether the rights
are binding obligations of the registrant under the state contract
law governing the rights.
14. You must file an opinion by counsel that is qualified to opine
on
the law governing the matters that are the subject of the opinion.
In the exhibit you filed, it appears that counsel`s statement that
it
is a member of the State Bar of New York is attempting to indicate
that it is not so qualified.
15. Please ask your counsel to confirm to us in writing that it
concurs with our understanding that the reference and limitation
to
the "Business Corporation Law of the State of Indiana" includes
the
statutory provisions and also all applicable provisions of the
Indiana Constitution and reported judicial decisions interpreting
these laws. Counsel should file this written confirmation as
correspondence on the EDGAR system.

*     *     *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may Adelaja Heyliger at (202) 551-3636 or me at (202)
551-
3800 with any other questions.

      Sincerely,

								Russell Mancuso
								Branch Chief

cc (via fax):  	David J. Adler, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
212.451.2222

??

??

??

??

John C. Ferrara
Lynch Corporation
August 24, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

      July 28, 2005

John C. Ferrara
President and Chief Financial Officer
Lynch Corporation
140 Greenwich Avenue, 4th Floor
Greenwich, CT 06830

      Re:	Lynch Corporation
	Registration Statement on Form S-2
      Filed July 1, 2005
	File No. 333-126335

Dear Mr. Ferrara:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to 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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form SB-2

General
1. Please provide your analysis as to why the distribution of the
transferable rights should not be registered.

Intentions, page 4
2. Tell us with specificity the identity of each person who has
expressed their intentions regarding this offering to you.  Also
tell
us how your communications with these individuals regarding the
offering was consistent with Section 5 of the Securities; include
specifics regarding the dates and contents of each communication.

Special Note, page 15
3. Future filings may not be incorporated by reference into a
registration statement on Form S-2.  Please revise the first three
full paragraphs on page 16 to remove the implication to the
contrary.

The Rights Offering, page 17
4. Please reconcile your statement in the second paragraph on page
17
that you will deliver to subscribers certificates representing
exercised rights as soon as practicable after payment with your
statement in the last paragraph on page 22 that you will deliver
certificates after the expiration date.

Over-Subscription Privilege, page 17
5. Please expand your disclosure to explain more fully the
operation
of the over-subscription rights.  For instance, indicate:
* Whether over-subscribers will be able to revoke the exercise of
over-subscription rights; and
* The length of time it will take to refund any overpayments in
the
over-subscription.
6. Additionally, in the event that a subscriber`s pro rata
oversubscription allocation exceeds the number of oversubscription
shares requested, as described in the last sentence on page 17,
please explain in greater detail how these additional pro rata
allocation shares will be divided among the other rights holders.

Expiration Date, Extensions and Termination, page 19
7. We note your statement that you may extend the subscription
period
from time to time.  Please revise here and elsewhere in your
prospectus where similar disclosure appears to include the latest
date to which the offering may be extended.

Withdrawal and Amendment, page 19
8. In the Risk Factors section of the prospectus, please describe
under appropriate heading the risks to subscribers associated with
the fact that you may withdraw or terminate the rights offering at
any time for any reason.
9. Please revise your disclosure to provide the approximate length
of
time it will take for funds to be returned to subscribing
shareholders if the offering is withdrawn or terminated.

Transferability of Rights, page 21
10. Please describe in greater detail the expenses that holders
may
incur in exercising the rights.  We refer you to your disclosure
in
the penultimate paragraph on page 22.

Guaranteed Delivery Procedures, page 23
11. Please clarify what you mean by the "guarantee period"
mentioned
in the penultimate paragraph.

Determinations Regarding the Exercise of Your Subscription Rights,
page 24
12. We note your disclosure in the first paragraph on page 24 that
you, in your sole discretion, may waive any defect or irregularity
regarding the exercise of the subscription rights.  Please
disclose
the factors you may consider in determining whether to waive any
such
defect or irregularity.
13. Identify the jurisdictions in which you believe exercise of
rights would be deemed unlawful or materially burdensome.  Also
disclose the number of shares held in those jurisdictions.

No Board Recommendation, page 25
14. We note your disclosure that you have been advised by your
officers, directors and certain of their affiliates that they
expect
to exercise the basic subscription privilege and may exercise
their
oversubscription privilege.  Please disclose the aggregate
percentage
of your outstanding common stock currently held by these parties
and
quantify the approximate number of shares that will be sold to
these
parties assuming all rights are exercised.

Material United States Federal Income Tax Consequences, page 26
15. Please clarify how investors are to determine whether the fair
market value of their subscription will exceed the 15% threshold
mentioned in the second bullet point, and provide the basis for
your
belief that the fair market value of the rights will not exceed
this
threshold.
16. Please include a description of the tax consequences to
shareholders who sell the subscription rights they hold.

Incorporation by Reference, page 30
17. Please revise this section to specifically incorporate by
reference the Form 10-K for the fiscal year ended December 31,
2004,
the Form-10-Q for the fiscal quarter ended March 31, 2005 and the
Form 8-K filed on July 6, 2005.  Refer to Items 12(a)(1) and (2)
Form
S-2.

Exhibits
18. We may have further comment after you file the subscription
agreement and other documents to be filed as amendment.

*     *     *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may Adelaja Heyliger at (202) 551-3636 or me at (202)
551-
3800 with any other questions.

      Sincerely,

								Russell Mancuso
								Branch Chief

cc (via fax):  	David J. Adler, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
212.451.2222

??

??

??

??

John C. Ferrara
Lynch Corporation
July 28, 2005
Page 1

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