sec document

    As filed with the Securities and Exchange Commission on October 26, 2005
                                                     Registration No. 333-126335
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                           --------------------------
                               AMENDMENT NO. 5 TO
                                    FORM S-2

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                                LYNCH CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

            INDIANA                                   38-1799862
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
Incorporation or Organization)

                         140 GREENWICH AVENUE, 4TH FLOOR
                          GREENWICH, CONNECTICUT 06830
                                 (203) 622-1150
               (Address, Including Zip Code, and Telephone Number,
       Including Area Code, of Registrant's Principal Executive Offices)

                          -----------------------------

                                 JOHN C. FERRARA
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                LYNCH CORPORATION
                         140 GREENWICH AVENUE, 4TH FLOOR
                          GREENWICH, CONNECTICUT 06830
                                 (203) 622-1150
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)

                          -----------------------------

                                    Copy to:
                              DAVID J. ADLER, ESQ.
                 OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                                PARK AVENUE TOWER
                               65 EAST 55TH STREET
                            NEW YORK, NEW YORK 10022
                                 (212) 451-2300

                          -----------------------------

            Approximate  date of  commencement  of proposed  sale to the public:
From time to time after this Registration Statement becomes effective.
            If any of the  securities  being  registered  on this Form are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933, please check the following box. /X/
            If the  registrant  elects to deliver  its latest  annual  report to
security holders, or a complete and legible facsimile thereof,  pursuant to Item
11(a)(1) of this Form, check the following box. /X/
            If this  Form is  filed to  register  additional  securities  for an
offering  pursuant to Rule 462(b) under the Securities  Act, check the following
box and list the Securities  Act  registration  statement  number of the earlier
effective registration statement for the same offering. /_/ ___________
            If this Form is a  post-effective  amendment  filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. /_/ ___________
            If this Form is a  post-effective  amendment  filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. /_/ ___________
            If delivery  of the  prospectus  is expected to be made  pursuant to
Rule 434, please check the following box.  /_/ 




                         CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF                                   PROPOSED MAXIMUM       PROPOSED MAXIMUM
   SECURITIES TO BE                     AMOUNT TO BE    OFFERING PRICE PER     AGGREGATE OFFERING          AMOUNT OF
      REGISTERED                        REGISTERED(1)        SHARE(2)                PRICE              REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
Common Shares,
$0.01 par value per                        538,676            $8.12               $4,465,534.40(3)         $525.60(3)
share                                   common shares
------------------------------------------------------------------------------------------------------------------------

Subscription Rights to
purchase  Common                           1,616,026            -                       -                       -
Shares(4)                             subscription rights
------------------------------------------------------------------------------------------------------------------------

(1)   In the event of a share  split,  share  dividend  or  similar  transaction
      involving  the common  shares,  the common shares  registered  hereby will
      automatically  be increased  pursuant to Rule 416 of the Securities Act of
      1933,  as  amended,  to cover the  additional  common  shares  required to
      prevent dilution.
(2)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant to Rule 457(c) under the Securities Act of 1933, as amended,  and
      based  upon the  average  of the high and low  prices of the  Registrant's
      common shares on the American Stock Exchange on June 30, 2005.
(3)   The  registration fee was previously paid with the filing on July 1, 2005.
      At the time of such filing,  there were  1,649,834  shares  issued,  which
      could have resulted in the issuance of 549,945 additional shares, assuming
      exercise of all of the rights that would have been issued.
(4)   Under Rule 457(g) of the Securities  Act of 1933, as amended,  no separate
      registration  fee is required for the rights as they are being  registered
      in the same  registration  statement as the common shares  underlying such
      rights.

                       -----------------------------------


THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT  SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY  STATES THAT THIS REGISTRATION  STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED,  OR UNTIL THE  REGISTRATION  STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,  ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

                       -----------------------------------



The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer or sale is not permitted.

                  Subject to Completion, dated October 26, 2005

            PROSPECTUS

                                LYNCH CORPORATION

                              538,676 COMMON SHARES
                          1,616,026 SUBSCRIPTION RIGHTS

            We are offering at no cost to you, as a holder of our common shares,
transferable  rights to purchase our common shares.  If you own common shares on
November  9,  2005,  the record  date,  or  acquire  common  shares on or before
November  11, 2005,  you will be entitled to receive one right per share.  Every
three such  rights will  entitle  you to  subscribe  for one common  share.  The
subscription  price will be $7.25 per whole share.  Shareholders  on November 9,
2005 (but not shareholders  who acquire  shares on November 10, or November  11,
2005) who fully exercise their rights will also be entitled to subscribe for and
purchase additional common shares that are not purchased by other rights holders
through  their basic  subscription  privileges.  The rights will be evidenced by
Subscription  Certificates and will expire at _______ p.m. New York City time on
_________, 2005, unless extended for up to 15 days.

            We have applied to list the rights and expect to be  authorized  for
trading of the rights on the American Stock Exchange under the symbol  "LGL.RT."
Our common  shares are traded on the American  Stock  Exchange  under the symbol
"LGL."

            Our principal executive offices are located at 140 Greenwich Avenue,
4th Floor, Greenwich, Connecticut 06830. Our telephone number is (203) 622-1150.

            AN INVESTMENT  IN OUR COMMON SHARES  INVOLVES A HIGH DEGREE OF RISK.
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 5 OF THIS PROSPECTUS.

                                -----------------


--------------------------------------------------------------------------------
                                                            PROCEEDS TO LYNCH 
                               PRICE PER SHARE                 CORPORATION
--------------------------------------------------------------------------------
Offering Price to 
Shareholders                       $7.25                       $3,905,401(1)
--------------------------------------------------------------------------------
(1)  Before deduction of estimated expenses of $175,000.00,  including legal and
     accounting  fees,  printing  expenses  and  other  miscellaneous  fees  and
     expenses.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
    COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
     THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.

                 The date of this prospectus is _________, 2005.





                                TABLE OF CONTENTS

Prospectus Summary.............................................................1

Risk Factors...................................................................5

Special Note Regarding Forward-Looking Statements.............................16

Description of Securities to Be Registered....................................17

Use of Proceeds...............................................................18

The Rights Offering...........................................................18

Material United States Federal Income Tax Consequences........................28

Plan of Distribution..........................................................30

Legal Matters.................................................................31

Experts.......................................................................32

Information with Respect to the Registrant....................................32

Where You Can Find More Information...........................................32

Incorporation by Reference....................................................32






                               PROSPECTUS SUMMARY

            This summary highlights  important features of this offering and the
information  included or  incorporated  by  reference in this  prospectus.  This
summary does not contain all of the information  that you should consider before
investing in our common shares. You should read the entire prospectus carefully,
especially  the risks of investing in our common  shares  discussed  under "Risk
Factors."

            Unless the context  otherwise  requires,  all references to "Lynch,"
"we," "us," or "our" in this prospectus refer collectively to Lynch Corporation,
an Indiana corporation, and its subsidiaries.

                                   THE COMPANY

            We are a diversified  holding company with  subsidiaries  engaged in
manufacturing.  Our  business  development  strategy  is to expand our  existing
operations  through internal growth and acquisitions.  We may also, from time to
time,  consider  the  acquisition  of other  assets or  businesses  that are not
related to our  present  businesses  and the  strategic  disposition  of certain
assets.

M-TRON INDUSTRIES, INC./PIEZO TECHNOLOGY, INC.

            Mtron designs,  manufactures and markets custom designed  electronic
components  used  primarily  to control the  frequency  or timing of  electronic
signals in  communications  equipment.  Its devices,  which are commonly  called
frequency  control  devices,  crystals or oscillators,  support fixed and mobile
wireless,  copper wire,  coaxial cable, wide area networks,  local area networks
and  fiber  optic  systems.   It  sells  its  products  to  original   equipment
manufacturers, contract manufacturers and to distributors.

            On October 15, 2004,  Mtron  completed  its  acquisition  of all the
issued  and  outstanding  common  shares  of  Piezo.  Piezo  is  a  wholly-owned
subsidiary of Mtron that designs,  manufactures  and markets  frequency  control
devices,  crystal  resonators,  crystal  oscillators,  timing devices,  filters,
crystal filters,  liquid crystal filters and related products and  technologies.
The combined operations of Mtron and PTI are referred to herein as "MtronPTI."

LYNCH SYSTEMS, INC.

            Lynch Systems  designs,  develops,  manufactures and markets a broad
range of manufacturing  equipment for the electronic  display and consumer glass
industries.  Lynch Systems also produces  replacement parts for various types of
packaging  and glass  container-making  machines,  which Lynch  Systems does not
manufacture.





                               THE RIGHTS OFFERING

Basic Subscription Privilege.............   We will distribute to the holders of
                                            record of our  common  shares at the
                                            close of   business  on  November 9,
                                            2005, at no charge, one transferable
                                            subscription  right for each  common
                                            share owned. Every three such rights
                                            will entitle the holder to subscribe
                                            for one common share.

Oversubscription Privilege...............   Shareholders on November 9, 2005 who
                                            fully     exercise     the    rights
                                            distributed  to them by us will also
                                            be  entitled  to  subscribe  for and
                                            purchase  additional  common  shares
                                            that  are  not  purchased  by  other
                                            rights  holders  through their basic
                                            subscription privileges. The maximum
                                            number  of   shares   that  you  may
                                            purchase under the  oversubscription
                                            privilege  is equal to the number of
                                            shares you purchased under the basic
                                            subscription privilege.

                                            You  will be  entitled  to  exercise
                                            your oversubscription privilege only
                                            if you are a shareholder on November
                                            9,  2005  and  exercise  your  basic
                                            subscription  privilege in full.  If
                                            the   number   of   common    shares
                                            remaining  after the exercise of all
                                            basic subscription privileges is not
                                            sufficient  to satisfy all  requests
                                            for  common   shares   pursuant   to
                                            oversubscription   privileges,   you
                                            will be allocated  additional common
                                            shares pro rata, based on the number
                                            of  common   shares  you   purchased
                                            through   the   basic   subscription
                                            privilege in proportion to the total
                                            number of common shares that you and
                                            other  oversubscribing  shareholders
                                            purchased    through    the    basic
                                            subscription privilege.

Subscription Price......................    $7.25 in cash per share.

Common Shares
 Outstanding after Rights
 Offering...............................    Assuming   that   all   rights   are
                                            exercised,  including those that may
                                            be  exercised  as a  result  of  the
                                            oversubscription    privilege,    an
                                            aggregate of  approximately  538,676
                                            common shares will be sold.

Transferability of Rights...............    The   rights    are    transferable,
                                            excluding           oversubscription
                                            privileges,  until  the  opening  of
                                            trading on the  expiration  date and
                                            are  expected to be  authorized  for
                                            trading   on  the   American   Stock
                                            Exchange. Trading of the rights will
                                            be conducted on a regular-way  basis
                                            from  ________,   2005  through  the
                                            opening of trading on the expiration
                                            date. Any  commissions in connection
                                            with the sale of rights will be paid
                                            by the  selling  rights  holder.  We
                                            cannot  assure you that a market for
                                            the rights will  develop,  or of the
                                            prices at which  rights  may be sold
                                            if a  market  does  develop.

                                       2



Record Date.............................    November 9, 2005

Expiration Time.........................    December __, 2005, at 5:00.p.m., New
                                            York City time,  unless extended for
                                            up to 15 days.

Procedure for Exercising Rights.........    If you want to  exercise  rights you
                                            must properly  complete and sign the
                                            Subscription  Certificate evidencing
                                            the   rights   and    forward    the
                                            Subscription Certificate,  with full
                                            payment,  to the subscription  agent
                                            at or prior to the expiration time.

                                            YOU MAY NOT  REVOKE AN  EXERCISE  OF
                                            RIGHTS  UNLESS WE MAKE A SIGNIFICANT
                                            AMENDMENT   TO  THE   TERMS  OF  THE
                                            OFFERING AFTER YOU HAVE EXERCISED.

Issuance of Common Shares...............    We will deliver to you  certificates
                                            representing common shares purchased
                                            upon    exercise    of   the   basic
                                            subscription  and   oversubscription
                                            privileges  as soon  as  practicable
                                            after    the    expiration     date,
                                            anticipated   to  be   approximately
                                            seven to 10 business  days after the
                                            expiration date.

Use of Proceeds.........................    The net cash  proceeds from the sale
                                            of the common shares offered hereby,
                                            after  payment of fees and expenses,
                                            is anticipated  to be  approximately
                                            $3,730,400.  We expect that such net
                                            proceeds  will be used  for  general
                                            corporate purposes,  working capital
                                            and to make  acquisitions,  although
                                            the Company has not  identified  any
                                            specific acquisitions at this time.

Risk Factors............................    There  are   substantial   risks  in
                                            connection  with this  offering that
                                            should  be  considered  by you.  See
                                            "Risk Factors."

Amendment, Extension or
   Termination Rights
   Offering.............................    We reserve  the  right,  in our sole
                                            discretion,  to: (a) amend or modify
                                            the terms of this  rights  offering;
                                            (b) extend the expiration  time to a
                                            later date, but in no event for more
                                            than  15  additional  days;  and (c)
                                            terminate the rights offering at any
                                            time for any reason.

                                       3



Intentions of the
 Company's Directors....................    At  a   meeting   of  our  Board  of
                                            Directors  convened to determine the
                                            terms of the proposed offering,  our
                                            directors  advised the Company that,
                                            as to the shares  owned  directly or
                                            indirectly  by them,  they intend to
                                            exercise   the  basic   subscription
                                            privilege  under rights received and
                                            might         exercise         their
                                            oversubscription    privilege   with
                                            respect to  additional  shares  that
                                            might become available for purchase.
                                            The   expressed   intention  of  the
                                            directors   does  not  constitute  a
                                            binding obligation on their part.

                                       4



                                  RISK FACTORS

AN INVESTMENT IN OUR COMMON SHARES INVOLVES A HIGH DEGREE OF RISK. THE FOLLOWING
RISK FACTORS SHOULD BE CONSIDERED CAREFULLY IN ADDITION TO THE OTHER INFORMATION
IN THIS  PROSPECTUS,  INCLUDING THE  INFORMATION  UNDER  "SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS," BEFORE MAKING AN INVESTMENT IN OUR COMMON SHARES.

RISKS RELATING TO THIS OFFERING

THE  SUBSCRIPTION  PRICE IS NOT AN  INDICATION OF THE VALUE OF OUR COMMON SHARES
AND YOU MAY NOT BE ABLE TO SELL COMMON  SHARES  PURCHASED  UPON THE  EXERCISE OF
YOUR  SUBSCRIPTION  RIGHTS AT A PRICE EQUAL TO OR GREATER THAN THE  SUBSCRIPTION
PRICE.

            The  subscription  price per common share does not necessarily  bear
any  relationship  to the book value per share of our assets,  operations,  cash
flows,  earnings,  financial  condition  or any other  established  criteria for
value.  As a result,  you  should  not  consider  the  subscription  price as an
indication of the current value of our common shares.  We cannot assure you that
you will be able to sell common  shares  purchased  in this  offering at a price
equal to or greater than the subscription price.

THIS OFFERING MAY CAUSE THE PRICE OF OUR COMMON SHARES TO DECREASE  IMMEDIATELY,
AND THIS DECREASE MAY CONTINUE.

            The  subscription  price per share represents a discount of 37% from
$11.51,  the average of the closing  sales prices of our common  shares over the
30-trading day period ending October 25, 2005 and a discount of 28% from $10.00,
the closing price of our common shares on October 25, 2005. This discount, along
with the number of common shares we propose to issue and  ultimately  will issue
if this offering is completed, may result in an immediate decrease in the market
value of our common  shares.  This decrease may continue after the completion of
this offering.

YOU MAY SUFFER DILUTION OF YOUR PERCENTAGE OWNERSHIP OF OUR COMMON SHARES.

            If you do not exercise  your  subscription  rights and common shares
are purchased by other shareholders in this offering,  your proportionate voting
and  ownership  interest will be reduced and the  percentage  that your original
common  shares   represents  of  our  expanded  equity  after  exercise  of  the
subscription rights will be diluted. For example, if you own 5,000 common shares
before this offering,  or approximately  0.3% of our outstanding  common shares,
and you exercise none of your subscription  rights while all other  subscription
rights are exercised by other shareholders, then your percentage ownership would
be reduced  to  approximately  0.2%.  The  magnitude  of the  reduction  of your
percentage  ownership  will depend upon the number of common shares you hold and
the extent to which you exercise your subscription rights.

ONCE YOU EXERCISE  YOUR  SUBSCRIPTION  RIGHTS,  YOU MAY NOT REVOKE SUCH EXERCISE
EVEN IF THERE IS A DECLINE IN THE PRICE OF OUR COMMON  SHARES OR IF WE DECIDE TO
EXTEND THE EXPIRATION DATE OF THE SUBSCRIPTION PERIOD.

            The public  trading  market  price of our common  shares may decline
after you elect to exercise your subscription  rights. If that occurs,  you will
have committed to buy our common shares at a price above the  prevailing  market

                                       5



price and you will have an immediate  unrealized  loss. We may also, in our sole
discretion,  extend the expiration date of the  subscription  period,  but in no
event beyond an additional 15 days. During any potential  extension of time, the
value of our common shares may decline below the  subscription  price and result
in a loss on your  investment  upon the exercise of rights to acquire our common
shares.  If the expiration date is extended after you send in your  subscription
forms and payment,  you still may not revoke or change your  exercise of rights.
Moreover,  we cannot  assure you that  following  the  exercise of  subscription
rights  you  will be able to sell  your  common  shares  at a price  equal to or
greater than the subscription price.

YOU WILL NOT RECEIVE INTEREST ON SUBSCRIPTION FUNDS RETURNED TO YOU.

            If we cancel  this  offering  or if we are not able to fulfill  your
full  oversubscription,  we will not have any  obligation  with  respect  to the
subscription rights except to return to you, without interest,  any subscription
payments  and/or  oversubscription  payments  you  made  that  were  not used to
purchase common shares.

YOU NEED TO ACT PROMPTLY AND FOLLOW  SUBSCRIPTION  INSTRUCTIONS,  OTHERWISE YOUR
SUBSCRIPTION MAY BE REJECTED.

            Shareholders  who desire to purchase  common shares in this offering
must act  promptly to ensure that all  required  forms and payments are actually
received by the  subscription  agent prior to 5:00 p.m.,  New York City time, on
the expiration date. If you fail to complete and sign the required  subscription
forms,  send an  incorrect  payment  amount,  or  otherwise  fail to follow  the
subscription procedures that apply to your desired transaction, the subscription
agent may, depending on the circumstances, reject your subscription or accept it
to the extent of the payment  received.  Neither we nor our  subscription  agent
undertakes to contact you  concerning,  or attempt to correct,  an incomplete or
incorrect subscription form or payment. We have the sole discretion to determine
whether a subscription exercise properly follows the subscription procedures.

YOU MAY NOT RECEIVE ALL OF THE COMMON SHARES FOR WHICH YOU OVERSUBSCRIBE.

            If an  insufficient  number of common  shares is  available to fully
satisfy all  oversubscription  privilege  requests,  the available common shares
will be  distributed  proportionately  among the  eligible  rights  holders  who
exercised their oversubscription  privilege based on the number of common shares
each such rights holder subscribed for under the basic subscription privilege.

YOU MAY NOT WANT TO EXERCISE YOUR RIGHTS AS THE PROCEEDS OF THIS OFFERING MAY BE
USED TO MAKE ACQUISITIONS THAT YOU MAY NOT HAVE THE OPPORTUNITY TO APPROVE.

            We expect that the net cash proceeds from this offering will be used
for  general  corporate  purposes,  working  capital  and to make  acquisitions,
although we have not identified any specific  acquisitions  at this time. If you
exercise your rights,  you may not have an  opportunity to evaluate the specific
merits or risks of any potential future  acquisitions.  As a result,  you may be
entirely  dependent on the broad  discretion  and judgment of  management in the
selection of potential future acquisitions.

                                       6



NEITHER WE, NOR THE SUBSCRIPTION  AGENT, WILL HAVE ANY OBLIGATION TO YOU IF THIS
OFFERING IS CANCELED, OTHER THAN TO REFUND YOUR SUBSCRIPTION PAYMENTS.

            Neither we, nor the subscription  agent, will have any obligation to
you if this  offering  is  canceled,  other  than to  refund  your  subscription
payments, without interest.

IF YOU SELL YOUR SUBSCRIPTION RIGHTS, YOU MAY NOT BE ABLE TO CALCULATE YOUR GAIN
FOR TAX PURPOSES AT THE TIME OF YOUR SALE.

            A holder that sells subscription  rights will recognize capital gain
or loss,  depending on the amount  realized,  upon the sale and the holder's tax
basis (if any) in the subscription  rights.  If either (i) the fair market value
of the subscription  rights on the date such subscription rights are distributed
is equal to at least 15% of the fair  market  value on such  date of the  common
shares with respect to which the subscription  rights are received,  or (ii) the
holder  irrevocably  elects to  allocate  part of the tax  basis of such  common
shares to the  subscription  rights,  then, the holder's tax basis in the common
shares will be allocated  between the common shares and the subscription  rights
in  proportion  to  their   respective  fair  market  values  on  the  date  the
subscription rights are distributed. We intend to notify the holders whether the
fair  market  value of the  subscription  rights will equal or exceed 15% of the
fair market value of the common shares to which the  subscription  rights relate
and  the  fair  market  value  of  those  subscription  rights.   However,  such
notification  will be made by written  communication  that will be included with
the share  certificates  that are mailed to those  holders  who  exercise  their
subscription rights, and therefore will not be available at the time of the sale
of a holder's  subscription  rights.  A selling  holder's  holding period in the
subscription  rights will  include the  holding  period of the common  shares in
respect of which the  rights  were  received,  and will not be  affected  by the
allocation of tax basis described above.

RISKS RELATING TO OUR BUSINESS

WE HAVE INCURRED  OPERATING LOSSES FOR THE PAST THREE YEARS AND FACE UNCERTAINTY
IN OUR ABILITY TO ACHIEVE OPERATING PROFITS IN THE FUTURE.

            We have  incurred  substantial  operating  losses for the past three
years.  Without giving effect to gains realized from the deconsolidation in 2002
of one of our holdings,  we suffered operating losses of $2.9 million,  $832,000
and $3.3 million in 2004, 2003 and 2002, respectively.  We are uncertain whether
we will be able to achieve or sustain operating profits in the future.

IF WE ARE UNABLE TO SECURE NECESSARY  FINANCING,  WE MAY NOT BE ABLE TO FUND OUR
OPERATIONS OR STRATEGIC GROWTH.

            In order to achieve our strategic  business  objectives,  we will be
required to seek additional financing.  Effective October 6, 2005, Lynch Systems
entered into a one-year loan  agreement  with Branch  Banking and Trust Company,
the  proceeds  of which  were used to pay off  Lynch  Systems'  working  capital
revolving loan from SunTrust Bank. Lynch Systems' remaining credit facility with
SunTrust  Bank,  which was to have  expired  on  September  30,  2005,  has been
extended to December 31, 2005.  Lynch Systems intends to refinance this facility
with another lender, however, there can be no assurance that such financing will
be available.  On September  30, 2005,  MtronPTI  entered into a five-year  loan

                                       7



agreement  with RBC  Centura  Bank,  the  proceeds of which were used to pay off
MtronPTI's bridge loan from First National Bank of Omaha.  MtronPTI's  revolving
credit  facility from First National Bank of Omaha is scheduled to mature on May
31, 2006.  Venator Merchant Fund,  L.P.'s loan to the Company is due on November
10, 2005 (or within seven days after demand).

            Under certain of our existing credit facilities,  we are required to
obtain the lenders'  consent for most  additional  debt  financing and to comply
with other covenants,  including specific financial ratios. For example,  we may
require further capital to continue to develop our technology and infrastructure
and for working capital purposes. In addition,  future acquisitions would likely
require  additional  equity  and/or  debt  financing.   Our  failure  to  secure
additional  financing  could have a  material  adverse  effect on our  continued
development or growth.

AS A HOLDING  COMPANY,  WE DEPEND ON THE OPERATIONS OF OUR  SUBSIDIARIES TO MEET
OUR OBLIGATIONS.

            We are a holding company that transacts all of our business  through
operating  subsidiaries.  Our  primary  assets  are  the  common  shares  of our
operating  subsidiaries.  Our ability to meet our operating  requirements and to
make other payments  depends on the surplus and earnings of our subsidiaries and
their  ability  to pay  dividends  or to  advance or repay  funds.  Payments  of
dividends and advances and repayments of inter-company  debt by our subsidiaries
are restricted by our credit agreements.

WE MAY MAKE ACQUISITIONS  THAT ARE NOT SUCCESSFUL OR FAIL TO PROPERLY  INTEGRATE
ACQUIRED BUSINESSES INTO OUR OPERATIONS.

            We intend  to  explore  opportunities  to buy  other  businesses  or
technologies  that could  complement,  enhance or expand our current business or
product lines or that might otherwise offer us growth opportunities. We may have
difficulty finding such opportunities or, if we do identify such  opportunities,
we may not be able to complete such transactions for reasons including a failure
to secure necessary financing.

            Any  transactions  that we are able to  identify  and  complete  may
involve a number of risks, including:

     o      the  diversion  of our  management's  attention  from  our  existing
            business to integrate the  operations  and personnel of the acquired
            or combined business or joint venture;
     o      possible  adverse  effects  on  our  operating  results  during  the
            integration process;
     o      substantial acquisition related expenses, which would reduce our net
            income in future years;
     o      the loss of key  employees  and  customers as a result of changes in
            management; and
     o      our possible  inability to achieve the  intended  objectives  of the
            transaction.

            In  addition,  we may  not be  able to  successfully  or  profitably
integrate,  operate,  maintain  and  manage  our newly  acquired  operations  or
employees.  We  may  not  be  able  to  maintain  uniform  standards,  controls,
procedures and policies, and this may lead to operational inefficiencies.

                                       8



PROVISIONS IN OUR CHARTER DOCUMENTS AND UNDER INDIANA LAW MAY PREVENT OR DELAY A
CHANGE OF CONTROL  OF US AND COULD  ALSO  LIMIT THE  MARKET  PRICE OF OUR COMMON
SHARES.

            Provisions of our certificate of incorporation  and bylaws,  as well
as  provisions  of Indiana  corporate  law, may  discourage,  delay or prevent a
merger,  acquisition  or other change in control of our company,  even if such a
change in control would be beneficial to our shareholders.  These provisions may
also prevent or frustrate  attempts by our shareholders to replace or remove our
management. These provisions include those:

     o      prohibiting  our   shareholders   from  fixing  the  number  of  our
            directors;
     o      requiring advance notice for shareholder  proposals and nominations;
            and
     o      prohibiting  shareholders  from  acting by written  consent,  unless
            unanimous.

            We  are  subject  to  certain  provisions  of the  Indiana  Business
Corporation Law, or IBCL, that limit business combination  transactions with 10%
shareholders during the first five years of their ownership,  absent approval of
our  board of  directors.  The IBCL  also  contains  control  share  acquisition
provisions  that limit the ability of certain  shareholders to vote their common
shares  unless  their  control  share  acquisition  was  approved  in advance by
shareholders.  These  provisions  and  other  similar  provisions  make  it more
difficult  for  shareholders  or  potential  acquirers  to  acquire  us  without
negotiation  and could limit the price that  investors are willing to pay in the
future for our common shares.

COMPLIANCE  WITH  CHANGING   REGULATION  OF  CORPORATE   GOVERNANCE  AND  PUBLIC
DISCLOSURE WILL REQUIRE US EITHER TO INCUR ADDITIONAL  EXPENSES OR CEASE TO BE A
REPORTING COMPANY.

            Keeping  abreast  of,  and  in  compliance   with,   changing  laws,
regulations   and  standards   relating  to  corporate   governance  and  public
disclosure,  including the  Sarbanes-Oxley  Act of 2002, new SEC regulations and
American Stock Exchange  rules,  will require an increased  amount of management
attention  and  external  resources.  We would be required to invest  additional
resources  to comply with  evolving  standards,  which would result in increased
general and  administrative  expenses  and a diversion  of  management  time and
attention from revenue-generating activities to compliance activities.

            Our  Board  of  Directors  may  determine  that  it is in  the  best
interests of shareholders to eliminate or reduce such expense by ceasing to be a
reporting  company  for  purposes of the  Securities  Exchange  Act of 1934,  as
amended. One commonly used method, subject to shareholder approval, is to effect
a reverse  share split to reduce the number of  shareholders  to fewer than 300,
permitting termination of registration.  Under this method, shareholders who own
less than one whole common share  following  the reverse split would cease to be
shareholders and would receive a cash payment for their fractional shares. After
a reverse  split,  there might be no  established  trading market for our common
shares,  although  we expect  that our  common  shares may then be quoted on the
"pink sheets."

                                       9



WE MAY BE EXPOSED TO  LIABILITY  AS A RESULT OF BEING NAMED AS A DEFENDANT  IN A
LAWSUIT  BROUGHT UNDER THE SO-CALLED  "QUI TAM"  PROVISIONS OF THE FEDERAL FALSE
CLAIMS ACT.

            The Company, Lynch Interactive  Corporation,  which was formed via a
tax-free   spin-off  from  Lynch   Corporation  on  September  1,  1999  ("Lynch
Interactive"),  and various  other parties are  defendants in a lawsuit  brought
under the so-called "qui tam"  provisions of the federal False Claims Act in the
United States  District Court for the District of Columbia.  The main allegation
in the  case is that the  defendants  participated  in the  creation  of  "sham"
bidding  entities  that  allegedly  defrauded  the U.S.  Treasury  Department by
improperly participating in Federal Communications  Commission spectrum auctions
restricted to small  businesses,  and obtained bidding credits in other spectrum
auctions  allocated  to "small" and "very small"  businesses.  While the lawsuit
seeks to recover an  unspecified  amount of  damages,  which would be subject to
mandatory  trebling  under the  statute,  a report  prepared  for the relator (a
private  individual who filed the action on behalf of the United States) in 2005
alleges  damages of  approximately  $91  million in respect of bidding  credits,
approximately $70 million in respect of government loans and approximately  $206
million in  respect of  subsequent  resales of  licenses,  in each case prior to
trebling.  Although Lynch Interactive is contractually bound to indemnify us for
any  losses  or  damages  we may  incur  as a  result  of  this  lawsuit,  Lynch
Interactive  may lack the capital  resources to do so. As a result,  we could be
held liable and forced to pay a significant amount of damages without recourse.

WE DO  NOT  ANTICIPATE  PAYING  CASH  DIVIDENDS  ON  OUR  COMMON  SHARES  IN THE
FORESEEABLE FUTURE.

            We  anticipate  that all of our  earnings  will be retained  for the
development of our business.  The Board of Directors has adopted a policy of not
paying cash  dividends on our common shares.  We do not  anticipate  paying cash
dividends on our common shares in the foreseeable future.

THERE IS A LIMITED  MARKET FOR OUR COMMON  SHARES.  OUR  COMMON  SHARE  PRICE IS
LIKELY TO BE HIGHLY VOLATILE AND COULD DROP UNEXPECTEDLY.

            There is a limited  public  market  for our  common  shares,  and we
cannot assure you that an active trading market will develop. As a result of low
trading volume in our common shares,  the purchase or sale of a relatively small
number of common shares could result in  significant  share price  fluctuations.
Our share price may fluctuate  significantly in response to a number of factors,
including the following, several of which are beyond our control:

     o      changes in financial  estimates  or  investment  recommendations  by
            securities analysts relating to our common shares;
     o      loss  of a  major  customer;
     o      announcements  by us or our  competitors of  significant  contracts,
            acquisitions,  strategic  partnerships,  joint  ventures  or capital
            commitments; and
     o      changes in key personnel.

            In the past,  securities  class  action  litigation  has often  been
brought against a company following periods of volatility in the market price of
its  securities.  We could be the target of similar  litigation  in the  future.

                                       10



Securities  litigation,  regardless of merit or ultimate  outcome,  would likely
cause  us  to  incur  substantial  costs,  divert  management's   attention  and
resources,  harm our reputation in the industry and the  securities  markets and
reduce our profitability.

SECURITIES  ANALYSTS MAY NOT INITIATE COVERAGE OF OUR COMMON SHARES OR MAY ISSUE
NEGATIVE REPORTS, AND THIS MAY HAVE A NEGATIVE IMPACT ON THE MARKET PRICE OF OUR
COMMON SHARES.

            We cannot assure you that securities analysts will initiate coverage
and publish  research  reports on us. It is difficult for companies with smaller
market  capitalizations,  such as us, to attract independent  financial analysts
who will cover our common  shares.  If securities  analysts do not, this lack of
research coverage may adversely affect the market price of our common shares.

IF WE ARE UNABLE TO INTRODUCE INNOVATIVE  PRODUCTS,  DEMAND FOR OUR PRODUCTS MAY
DECREASE.

            Our  future  operating  results  are  dependent  on our  ability  to
continually  develop,  introduce  and  market  innovative  products,  to  modify
existing products,  to respond to technological  change and to customize some of
our products to meet customer requirements. There are numerous risks inherent in
this  process,  including  the risks  that we will be unable to  anticipate  the
direction  of  technological  change or that we will be unable  to  develop  and
market new products and  applications  in a timely or  cost-effective  manner to
satisfy customer demand.

OUR OPERATING  RESULTS AND  FINANCIAL  CONDITION  COULD BE MATERIALLY  ADVERSELY
AFFECTED BY ECONOMIC,  POLITICAL,  HEALTH, REGULATORY AND OTHER FACTORS EXISTING
IN FOREIGN COUNTRIES IN WHICH WE OPERATE.

            As we  have  significant  international  operations,  our  operating
results  and  financial  condition  could be  materially  adversely  affected by
economic,  political,  health,  regulatory and other factors existing in foreign
countries  in which we  operate.  Our  international  operations  are subject to
inherent risks, which may materially adversely affect us, including:

     o      political  and  economic  instability  in  countries  in  which  our
            products are manufactured and sold;
     o      expropriation or the imposition of government controls;
     o      sanctions  or  restrictions  on trade  imposed by the United  States
            government;
     o      export license requirements;
     o      trade restrictions;
     o      currency controls or fluctuations in exchange rates;
     o      high levels of inflation or deflation;
     o      greater difficulty in collecting our accounts  receivable and longer
            payment cycles;
     o      changes  in  labor  conditions  and  difficulties  in  staffing  and
            managing our international operations; and
     o      limitations  on  insurance  coverage  against   geopolitical  risks,
            natural disasters and business operations.

            In addition,  these same factors may also place us at a  competitive
disadvantage  when compared to some of our foreign  competitors.  In response to
competitive  pressures  and  customer   requirements,   we  may  further  expand

                                       11



internationally at lower cost locations.  If we expand into these locations,  we
will be required to incur additional capital expenditures.

OUR  BUSINESSES  ARE CYCLICAL.  THE RECENT  DECLINE IN DEMAND IN THE  ELECTRONIC
COMPONENT AND GLASS COMPONENT  INDUSTRIES MAY CONTINUE,  RESULTING IN ADDITIONAL
ORDER  CANCELLATIONS  AND  DEFERRALS AND LOWER  AVERAGE  SELLING  PRICES FOR OUR
PRODUCTS.

            Our  subsidiaries  sell to  industries  that are subject to cyclical
economic  changes.  The electronic  component and glass component  industries in
general,  and  specifically  the  Company,  have  for  the  past  several  years
experienced a decline in product  demand on a global  basis,  resulting in order
cancellations  and deferrals and lower average selling  prices.  This decline is
primarily  attributable to a slowing of growth in the demand for components used
by  telecommunications   infrastructure  manufacturers  and  newer  technologies
introduced in the glass display industry. We cannot assure you that any expected
or perceived  improvements in the economy and the electronic component and glass
component  industry  will occur.  The  slowdown may continue and may become more
pronounced.  A slowdown in demand, as well as recessionary  trends in the global
economy,  make it more difficult for us to predict our future sales,  which also
makes it more difficult to manage our operations.

OUR  MARKETS  ARE HIGHLY  COMPETITIVE,  AND WE MAY LOSE  BUSINESS  TO LARGER AND
BETTER-FINANCED COMPETITORS.

            Our   markets   are   highly   competitive   worldwide,   with   low
transportation  costs and few import  barriers.  We compete  principally  on the
basis of  product  quality  and  reliability,  availability,  customer  service,
technological  innovation,  timely delivery and price.  All of the industries in
which we compete have become increasingly  concentrated and globalized in recent
years.  Our major  competitors,  some of which are larger than us, and potential
competitors have  substantially  greater financial  resources and more extensive
engineering,  manufacturing, marketing and customer support capabilities than we
have.

OUR SUCCESS  DEPENDS ON OUR ABILITY TO RETAIN OUR KEY  MANAGEMENT  AND TECHNICAL
PERSONNEL AND ATTRACTING, RETAINING, AND TRAINING NEW TECHNICAL PERSONNEL.

            Our future  growth and  success  will  depend in large part upon our
ability to retain our existing  management and technical team and to recruit and
retain  highly  skilled  technical  personnel,  including  engineers.  The labor
markets in which we operate are highly  competitive  and most of our  operations
are not located in highly  populated  areas. As a result,  we may not be able to
retain and recruit key  personnel.  Our  failure to hire,  retain or  adequately
train key personnel could have a negative impact on our performance.

WE MAY NOT REALIZE THE SYNERGIES OR ACHIEVE THE INTENDED  OBJECTIVES SOUGHT FROM
MTRON'S ACQUISITION OF PTI.

            Effective  September 30, 2004,  Mtron  completed its  acquisition of
PTI. The value of this  acquisition  is largely based on the  synergies  that we
believe will be created by the integration of these two companies.  This process
involves  a  number  of  risks,  including  the  diversion  of our  management's
attention  from  our  existing   business  to  integrate  PTI's  operations  and
personnel,  and possible  adverse  effects on our operating  results  during the
integration  process.  In  addition,  we may be  unable to  integrate,  operate,

                                       12



maintain and manage PTI's  operations or  employees.  We also may not be able to
maintain uniform standards, controls, procedures and policies, and this may lead
to operational inefficiencies.

MTRONPTI'S  BACKLOG  MAY NOT BE  INDICATIVE  OF FUTURE  SALES AND MAY  ADVERSELY
AFFECT OUR BUSINESS.

            MtronPTI's  backlog  comprises  orders  that are subject to specific
production release orders under written contracts,  oral and written orders from
customers with which MtronPTI has had  long-standing  relationships  and written
purchase  orders  from sales  representatives.  MtronPTI's  customers  may order
components  from  multiple  sources to ensure  timely  delivery  when backlog is
particularly  long and may cancel or defer orders without  significant  penalty.
They often cancel orders when business is weak and inventories are excessive,  a
phenomenon that MtronPTI has experienced in the recent economic  slowdown.  As a
result,  MtronPTI's  backlog as of any particular date may not be representative
of actual net sales for any succeeding period.

MTRONPTI RELIES UPON ONE CONTRACT  MANUFACTURER FOR A SIGNIFICANT PORTION OF ITS
FINISHED  PRODUCTS,  AND A DISRUPTION IN ITS RELATIONSHIP  COULD HAVE A NEGATIVE
IMPACT ON MTRONPTI'S SALES.

            In 2004,  approximately 12% of MtronPTI's net sales was attributable
to  finished  products  that  were  manufactured  by  an  independent   contract
manufacturer  located in both Korea and China.  We expect this  manufacturer  to
account for a smaller but  substantial  portion of MtronPTI's  net sales in 2005
and a material portion of MtronPTI's sales for the next several years.  MtronPTI
does not have a written,  long-term supply contract with this  manufacturer.  If
this manufacturer  becomes unable to provide products in the quantities  needed,
or at acceptable prices,  MtronPTI would have to identify and qualify acceptable
replacement  manufacturers  or  manufacture  the  products  internally.  Due  to
specific  product  knowledge and process  capability,  MtronPTI could  encounter
difficulties  in  locating,  qualifying  and  entering  into  arrangements  with
replacement manufacturers. As a result, a reduction in the production capability
or financial viability of this manufacturer, or a termination of, or significant
interruption in, MtronPTI's  relationship with this manufacturer,  may adversely
affect MtronPTI's results of operations and our financial condition.

CONTINUED MARKET ACCEPTANCE OF MTRONPTI'S  PACKAGED QUARTZ CRYSTALS,  OSCILLATOR
MODULES AND  ELECTRONIC  FILTERS IS CRITICAL TO OUR SUCCESS,  BECAUSE  FREQUENCY
CONTROL DEVICES ACCOUNT FOR NEARLY ALL OF MTRONPTI'S SALES.

            Virtually all of MtronPTI's  2003 and 2004 net sales came from sales
of  frequency  control  devices,  which  consist of  packaged  quartz  crystals,
oscillator modules and electronic filters. We expect that this product line will
continue  to  account  for  substantially  all of  MtronPTI's  net sales for the
foreseeable  future.  Any decline in demand for this  product line or failure to
achieve continued market acceptance of existing and new versions of this product
line may harm MtronPTI's business and our financial condition.

                                       13



MTRONPTI'S  FUTURE RATE OF GROWTH IS HIGHLY  DEPENDENT  ON THE  DEVELOPMENT  AND
GROWTH OF THE MARKET FOR COMMUNICATIONS AND NETWORK EQUIPMENT.

            MtronPTI's business depends heavily upon capital expenditures by the
providers  of  communications  and network  services.  In 2004,  the majority of
MtronPTI's  net  sales  were to  manufacturers  of  communications  and  network
infrastructure  equipment,  including  indirect sales through  distributors  and
contract  manufacturers.  In 2005,  MtronPTI  expects a smaller but  significant
portion of its net sales to be to  manufacturers of  communications  and network
infrastructure   equipment.   MtronPTI   intends  to   increase   its  sales  to
communications and network infrastructure equipment manufacturers in the future.
Communications  and  network  service  providers  have  experienced  periods  of
capacity shortage and periods of excess capacity. In periods of excess capacity,
communications systems and network operators cut purchases of capital equipment,
including  equipment that incorporates  MtronPTI's  products.  A slowdown in the
manufacture and purchase of communications and network infrastructure  equipment
could  substantially  reduce  MtronPTI's  net sales and  operating  results  and
adversely  affect  our  financial  condition.   Moreover,   if  the  market  for
communications  or network  infrastructure  equipment fails to grow as expected,
MtronPTI  may be unable to sustain its growth.  In addition,  MtronPTI's  growth
depends  upon the  acceptance  of its  products  by  communications  and network
infrastructure equipment manufacturers.  If, for any reason, these manufacturers
do not find  MtronPTI's  products to be  appropriate  for their use,  our future
growth will be adversely affected.

COMMUNICATIONS AND NETWORK INFRASTRUCTURE  EQUIPMENT MANUFACTURERS  INCREASINGLY
RELY UPON CONTRACT MANUFACTURERS, THEREBY DIMINISHING MTRONPTI'S ABILITY TO SELL
ITS PRODUCTS DIRECTLY TO THOSE EQUIPMENT MANUFACTURERS.

            There  is  a  growing   trend  among   communications   and  network
infrastructure  equipment  manufacturers to outsource the manufacturing of their
equipment  or  components.  As a result,  MtronPTI's  ability to persuade  these
original  equipment  manufacturers to specify our products has been reduced and,
in the absence of a  manufacturer's  specification of MtronPTI's  products,  the
prices that MtronPTI can charge for them may be subject to greater competition.

MTRONPTI'S  GOVERNMENT  CONTRACTS CONTAIN  PROVISIONS THAT ARE UNFAVORABLE TO IT
AND HAVE A NUMBER OF SPECIFIC RISKS THAT MAY RESULT IN LOST ORDERS AND PROFITS.

            Many  of  MtronPTI's  contracts  with  government  agencies  contain
provisions that give the governments  rights and remedies not typically found in
private commercial contracts, including provisions enabling the government to:

     o      terminate  or  cancel  existing  contracts  without  good  reason or
            penalty;
     o      suspend  MtronPTI from doing  business with a foreign  government or
            prevent MtronPTI from selling its products in certain countries;
     o      audit and object to MtronPTI's  contract-related costs and expenses,
            including allocated indirect costs; and
     o      change  specific  terms  and  conditions  in  MtronPTI's  contracts,
            including  changes  that would  reduce the value of the  contract to
            MtronPTI.

                                       14



            MtronPTI's  business  generated from  government  contracts could be
materially and adversely affected if:

     o      MtronPTI's  reputation or relationship with government agencies were
            impaired;
     o      MtronPTI were  suspended or otherwise  prohibited  from  contracting
            with a domestic or foreign government;
     o      any of MtronPTI's  products were to fail to meet the requirements of
            certain applicable specified military standards;
     o      levels of  government  spending  were to decrease;
     o      MtronPTI were barred from entering into new government  contracts or
            extending  existing  government  contracts  based on  violations  or
            suspected violations of laws or regulations; or
     o      MtronPTI were not granted  security  clearances  required to provide
            its  services  and  solutions  to  governments,   or  such  security
            clearances were revoked.

FUTURE CHANGES IN MTRONPTI'S  ENVIRONMENTAL LIABILITY AND COMPLIANCE OBLIGATIONS
MAY INCREASE COSTS AND DECREASE PROFITABILITY.

            MtronPTI's   manufacturing   operations,   products  and/or  product
packaging  are  subject to  environmental  laws and  regulations  governing  air
emissions,  wastewater discharges, and the handling, disposal and remediation of
hazardous substances,  wastes and other chemicals.  In addition,  more stringent
environmental  regulations may be enacted in the future, and we cannot presently
determine the  modifications,  if any, in MtronPTI's  operations that any future
regulations  might require,  or the cost of compliance  that would be associated
with these regulations.

MTRONPTI  MAY BE UNABLE TO MODIFY ITS PRODUCTS OR MAY INCUR  INCREASED  COSTS TO
MEET  THE  REQUIREMENTS  OF  THE  EUROPEAN  UNION'S   RESTRICTION  ON  HAZARDOUS
SUBSTANCES DIRECTIVE.

            MtronPTI may be unable to modify its products or may incur increased
costs to meet the requirements of the European Union's  Restriction on Hazardous
Substances Directive. If MtronPTI is unable to comply with these regulations, it
may not be permitted to ship its products to the European Union.

LYNCH SYSTEMS'  REVENUE IS LARGELY  DEPENDENT ON DEMAND FOR ITS  TELEVISIONS AND
COMPUTER  MONITORS BASED ON CATHODE-RAY  TUBE  TECHNOLOGY.  THIS TECHNOLOGY WILL
EVENTUALLY BE REPLACED BY PLASMA AND LIQUID CRYSTAL DISPLAYS.

            Lynch Systems  generates a  significant  portion of its revenue from
sales to glass producers that supply  television and computer  monitor  displays
that are based on  cathode-ray  tube  technology.  This market is being  rapidly
penetrated  by  thinner,  lighter  weight  plasma  displays  and liquid  crystal
displays.  Although cathode-ray tube televisions and computer monitors currently
retain  advantages  in image  quality and price,  glass  producers are investing
billions  of dollars to improve  the quality and lower the unit price of plasma,
liquid  crystal and other display types.  We believe that market  penetration by
plasma and liquid crystal display  producers will continue and eventually render
obsolete cathode-ray tube technology and this Lynch Systems product line.

                                       15



LYNCH SYSTEMS' DEPENDENCE ON A FEW SIGNIFICANT CUSTOMERS EXPOSES IT TO OPERATING
RISKS.

            Lynch  Systems'  sales to its ten largest  customers  accounted  for
approximately  80% of its net sales in 2004, 2003 and 2002. Lynch Systems' sales
to its largest customer  accounted for approximately 36%, 42% and 27% of its net
sales in 2004,  2003 and 2002.  If a  significant  customer  reduces,  delays or
cancels its orders for any reason,  the  business and results of  operations  of
Lynch Systems would be negatively affected.

AN ORDER TO BUILD MULTIPLE MACHINES IN THE FUTURE WITH A SIGNIFICANT CUSTOMER IN
THE  TABLEWARE  MARKET  IS  CONTINGENT  UPON  THE  SUCCESSFUL  INSTALLATION  AND
OPERATION OF THE MACHINES CURRENTLY IN PRODUCTION.

            Lynch  Systems  has a  significant  order  for  glass  manufacturing
machines  that are  scheduled  to be shipped  and  installed  in the  customer's
factories in 2005. We expect that this contract will represent approximately 33%
of Lynch Systems' revenues in 2005. Many of these machines utilize new processes
and require  customer  training.  The ability of the  customer's  personnel  and
resources to operate these machines  successfully  is critical.  If the customer
does not  realize the full  benefit  from these  machines,  new orders from this
customer may be canceled.

THE RESULTS OF LYNCH  SYSTEMS'  OPERATIONS  ARE SUBJECT TO  FLUCTUATIONS  IN THE
AVAILABILITY AND COST OF STEEL USED TO MANUFACTURE GLASS FORMING EQUIPMENT.

            Lynch Systems uses large amounts of steel to  manufacture  its glass
forming  equipment.  The price of steel has risen  substantially  and demand for
steel is very  high.  Lynch  Systems  has  only  been  able to pass  some of the
increased costs to its customers.  As a result, Lynch Systems' profit margins on
glass forming  equipment  have  decreased.  If the price of and demand for steel
continues to rise, our profit margins will continue to decrease.

LYNCH SYSTEMS MAY BE UNABLE TO PROTECT ITS INTELLECTUAL PROPERTY.

            The success of Lynch Systems'  business  depends,  in part, upon its
ability to protect  trade  secrets,  designs,  drawings and  patents,  obtain or
license  patents and operate  without  infringing on the  intellectual  property
rights of  others.  Lynch  Systems  relies on a  combination  of trade  secrets,
designs, drawings,  patents,  nondisclosure agreements and technical measures to
protect its proprietary  rights in its products and technology.  The steps taken
by Lynch Systems in this regard may not be adequate to prevent  misappropriation
of its  technology.  In addition,  the laws of some  foreign  countries in which
Lynch Systems operates do not protect its proprietary  rights to the same extent
as do the  laws of the  United  States.  Although  Lynch  Systems  continues  to
evaluate and  implement  protective  measures,  we cannot  assure you that these
efforts will be successful. Lynch Systems' inability to protect its intellectual
property rights could diminish or eliminate the  competitive  advantages that it
derives from its technology, cause Lynch Systems to lose sales or otherwise harm
its business.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

            This  prospectus and documents  incorporated  by reference into this
prospectus contain forward-looking  statements within the meaning of Section 27A
of the  Securities  Act of 1933, as amended,  and Section 21E of the  Securities
Exchange Act of 1934, as amended,  that are not historical facts, but rather are

                                       16



based on current expectations,  estimates and projections about our business and
industry, our beliefs and assumptions.  Words such as "anticipates,"  "expects,"
"intends," "plans,"  "believes,"  "seeks,"  "estimates," and variations of these
words  and  similar   expressions  are  intended  to  identify   forward-looking
statements. These statements are based on our current plans and expectations and
involve risks and uncertainties over which we have no control,  that could cause
actual future  activities  and results of operations to be materially  different
from those set forth in the forward-looking  statements.  Important factors that
could cause actual future  activities  and operating  results to differ  include
fluctuating  demand for capital goods such as large glass presses,  delay in the
recovery  of demand for  components  used by  telecommunications  infrastructure
manufacturers and exposure to foreign economies. Important information regarding
risks and uncertainties is also set forth elsewhere in this document,  including
in those  described in "Risk Factors"  beginning on page 5, as well as elsewhere
in  this  prospectus  and in  documents  incorporated  by  reference  into  this
prospectus.   You  are   cautioned   not  to  place  undue   reliance  on  these
forward-looking  statements,  which reflect our management's view only as of the
date of  this  prospectus  or as of the  date of any  document  incorporated  by
reference into this prospectus.  All subsequent written or oral  forward-looking
statements  attributable  to us or persons  acting on our  behalf are  expressly
qualified  in their  entirety by these  cautionary  statements.  We undertake no
obligation  to update these  statements  or publicly  release the results of any
revisions to the  forward-looking  statements that we may make to reflect events
or  circumstances  after the date of this prospectus or the date of any document
incorporated  into this prospectus or to reflect the occurrence of unanticipated
events.

            You are also urged to  carefully  review and  consider  the  various
disclosures  made by us in this  document,  as  well  as in our  prior  periodic
reports on Forms 10-K,  10-Q and 8-K,  filed with the  Securities  and  Exchange
Commission and listed under the caption  "Incorporation by Reference" on page 32
of this prospectus.

            We make available,  free of charge,  our annual report on Form 10-K,
quarterly reports on Form 10-Q, and current reports on Form 8-K, if any.

            We  also  make  this   information   available  on  our  website  at
WWW.LYNCHCORP.COM.

                   DESCRIPTION OF SECURITIES TO BE REGISTERED

            Our authorized  capital consists of 10,000,000  common shares with a
par value of $.0.01 per share. As of August 31, 2005,  there were  approximately
1,616,026 common shares issued and outstanding. Additionally, there were 600,000
common shares  reserved for issuance  upon exercise of options  granted or to be
granted  pursuant  our 2001  Equity  Incentive  Plan.  The holders of our common
shares  are  entitled  to one vote for each  common  share held of record on all
matters to be voted on by  shareholders.  The  holders of our common  shares are
entitled to receive such  dividends,  if any, as may be declared by the Board of
Directors in its discretion out of funds legally available.  Upon liquidation or
dissolution  of the  Company,  the holders of our common  shares are entitled to
receive  on  a  pro  rata  basis  all  assets   remaining  for  distribution  to
shareholders  after the  payment  of debts and  liquidation  preferences  on any
capital stock. Our common shares have no preemptive or other subscription rights
and  there  are no  other  conversion  rights  or  redemption  or  sinking  fund
provisions with respect to such common shares.

                                       17



            The  Company's  Transfer  Agent and  Registrar  is  Mellon  Investor
Services LLC.

                                USE OF PROCEEDS

            If all of the rights are  exercised  in full at $7.25 per share,  we
would receive net cash proceeds of  approximately  $3,730,400,  after payment of
fees and expenses.  No discount or commission is payable in connection  with any
such exercise.

            The funds, if any, received upon exercise of the rights will be used
for  general  corporate  purposes,  working  capital  and to make  acquisitions,
although the Company has not identified any specific acquisitions at this time.

                              THE RIGHTS OFFERING

            Our Board of  Directors  has proposed  that we raise equity  capital
through this offering to all of our  shareholders.  Through this prospectus,  we
are offering  common  shares that rights  holders may purchase  upon  exercising
their subscription rights.

SUBSCRIPTION RIGHTS

            BASIC SUBSCRIPTION  PRIVILEGE.  We will distribute to the holders of
record of our common shares, at the close of business on November 9, 2005, at no
charge, one transferable  subscription right for each common share owned. If you
purchase  common  shares on  November  10, or  November  11,  2005,  you will be
entitled to receive the corresponding  number of rights. The subscription rights
will be evidenced  by  Subscription  Certificates.  Every three such rights will
entitle the holder to subscribe for one common  share.  Assuming that all rights
are  exercised,  including  those  that  may be  exercised  as a  result  of the
oversubscription  privilege, an aggregate of approximately 538,676 common shares
will be sold. We will deliver to subscribers  certificates  representing  common
shares  purchased  through the exercise of the basic  subscription  privilege as
soon as practicable  after the expiration date,  anticipated to be approximately
seven to 10 business  days.  You are not required to exercise any or all of your
subscription rights.

            If, pursuant to the exercise of subscription  rights,  the number of
common  shares that a rights holder would be entitled to receive would result in
receipt of fractional  shares,  the  aggregate  number of common shares that the
holder is entitled to purchase  will be rounded up to the nearest  whole number.
Rights holders will not receive cash in lieu of fractional shares.

            OVERSUBSCRIPTION  PRIVILEGE.  Subject  to the  allocation  described
below, shareholders on November 9, 2005 (but not shareholders who acquire common
shares on November  10, or November 11,  2005) who fully  exercise  their rights
will also be entitled to subscribe  for and purchase  additional  common  shares
that are not purchased by other rights holders through their basic  subscription
privileges.  The  maximum  number  of  shares  that you may  purchase  under the
oversubscription  privilege is equal to the number of shares you purchased under
the basic subscription privilege. If the number of common shares remaining after
the exercise of all basic  subscription  privileges is not sufficient to satisfy
requests from all  shareholders  for common shares pursuant to  oversubscription
privileges,  you will be allocated  additional  common shares pro rata, based on
the  number  of common  shares  you  purchased  through  the basic  subscription
privilege in  proportion to the total number of common shares that you and other
oversubscribing shareholders purchased through the basic subscription privilege.
Once you have exercised your oversubscription privilege, you may not revoke your
exercise.

                                       18



            If you wish to exercise your oversubscription  privilege, you should
indicate the number of additional  common shares that you would like to purchase
in the space provided on your  Subscription  Certificate.  When you send in your
Subscription  Certificate,  you must also send the full  purchase  price for the
number of  additional  common  shares that you have  requested  to purchase  (in
addition to the  payment  due for common  shares  purchased  through  your basic
subscription privilege). After all common shares requested pursuant to the basic
subscription  privilege are allocated,  a  determination  will be made as to the
number  of common  shares  available  for  issuance  under the  oversubscription
privilege.   For   purposes  of   allocating   the  common   shares   under  the
oversubscription privilege, there shall be calculated for each holder seeking to
exercise  the  oversubscription  privilege a proration  factor.  This  proration
factor will be based on the number of common  shares  purchased by a record date
shareholder through the basic subscription  privilege in proportion to the total
number of common shares  purchased by all record date  shareholders  pursuant to
the basic subscription privilege. For each holder, this proration factor will be
applied to the  common  shares  available  for  purchase  upon  exercise  of the
oversubscription privilege and common shares will be allocated accordingly. This
process will be repeated  until one of the following  conditions is met: (i) all
oversubscribing  holders'  requests are filled, or (ii) there are no more common
shares available for allocation.

            As soon as practicable  after the expiration  date,  Mellon Investor
Services LLC,  acting as our  subscription  agent,  will determine the number of
common shares that you may purchase pursuant to the oversubscription  privilege.
You will receive certificates  representing these common shares and a refund for
any excess  subscription  payments as soon as  practicable  after the expiration
date,  anticipated  to be  approximately  seven to 10  business  days  after the
expiration  date.  If you  request  and pay for  more  common  shares  than  are
allocated  to  you,  we will  refund  that  overpayment,  without  interest.  In
connection with the exercise of the oversubscription  privilege,  banks, brokers
and other nominee holders of subscription rights who act on behalf of beneficial
owners will be required to certify to us and to the subscription agent as to the
aggregate number of subscription rights that have been exercised, and the number
of  common  shares  that  are  being  requested  through  the   oversubscription
privilege,  by each  beneficial  owner on whose  behalf  the  nominee  holder is
acting.

SUBSCRIPTION PRICE

            Three subscription rights plus $7.25 entitles the holder to purchase
one common share.  The per share price represents a discount of 37% from $11.51,
the average of the closing sales prices of our common shares over the 30-trading
day period  ending  October  25,  2005 and a discount  of 28% from  $10.00,  the
closing price of our common shares on October 25, 2005. The  subscription  price
does not  necessarily  bear any  relationship  to our  past or  expected  future
results of operations,  cash flows,  current financial  condition,  or any other
established  criteria for value. No change will be made to the cash subscription
price by reason of changes in the trading  price of our common  shares  prior to
the closing of this offering.

DETERMINATION OF SUBSCRIPTION PRICE

            Our Board of Directors  set all of the terms and  conditions of this
offering,  including the  subscription  price. In establishing  the subscription
price, our Board of Directors considered the following factors:

                                       19



     o      strategic alternatives for capital raising,
     o      the market price of our common shares,
     o      the pricing of similar transactions,
     o      the amount of proceeds desired,
     o      our business prospects,
     o      our recent and anticipated operating results, and
     o      general conditions in the securities markets.

            We determined the  subscription  price after taking into account the
preceding  factors.  We did not seek or obtain any opinion of financial advisors
or investment  bankers in establishing the subscription  price for the offering.
You should not consider the subscription  price as an indication of the value of
our company or our common shares.  We cannot assure you that you will be able to
sell common shares purchased during this offering at a price equal to or greater
than the subscription  price. On October 25, 2005, the closing sale price of our
common shares was $10.00 per share.

EXPIRATION DATE, EXTENSIONS AND TERMINATION

            You may  exercise  your  subscription  right at any time before 5:00
p.m.,  New York City time, on __________,  2005,  the  expiration  date for this
offering.  However,  we may  extend the  offering  period  for  exercising  your
subscription  rights  in our sole  discretion,  but in no event by more  than 15
additional  days.  If you do not exercise  your  subscription  rights before the
expiration date, your unexercised  subscription rights will be null and void. We
will not be  obligated  to honor your  exercise  of  subscription  rights if the
subscription  agent  receives the documents  relating to your exercise after the
expiration  date,  regardless of when you transmitted the documents,  unless you
have timely transmitted the documents under the guaranteed  delivery  procedures
described below.

            We have the sole  discretion to extend the expiration date by giving
oral or written  notice to the  subscription  agent on or before  the  scheduled
expiration date. If we elect to extend the expiration of this offering,  we will
issue a press release announcing the extension no later than 9:00 a.m., New York
City time, on the next business day after the most recently announced expiration
date.

WITHDRAWAL AND AMENDMENT

            We reserve the right to withdraw or terminate  this  offering at any
time for any reason. In the event that this offering is withdrawn or terminated,
all funds received from  subscriptions by shareholders  will be returned as soon
as  practicable,  anticipated  to be  approximately  three to five business days
after such date of such withdrawal or termination.  Interest will not be payable
on any returned funds.

            We reserve the right to amend the terms of this offering. If we make
an amendment that we consider material, we will:

     o      mail notice of the amendment to all shareholders of record as of the
            record date;
     o      extend  the  expiration  date by at least 10 days;  and

                                       20



     o      offer  all   subscribers   no  less  than  10  days  to  revoke  any
            subscription already submitted.

            The extension of the expiration date will not, in and of itself,  be
treated as a material amendment for these purposes.

INTENTIONS OF THE COMPANY'S DIRECTORS

            At a meeting of our Board of  Directors  convened to  determine  the
terms of the proposed  offering,  our directors  advised the Company that, as to
the shares owned  directly or  indirectly  by them,  they intend to exercise the
basic  subscription  privilege  under rights  received and might  exercise their
oversubscription  privilege with respect to additional  shares that might become
available  for  purchase.  The  expressed  intention of the  directors  does not
constitute a binding obligation on their part.

METHOD OF SUBSCRIPTION - EXERCISE OF SUBSCRIPTION RIGHTS

            You  may  exercise  your  subscription   rights  by  delivering  the
following to the  subscription  agent,  at or prior to 5:00 p.m.,  New York City
time, on ______________, 2005, the date on which the rights expire:

     o      your properly completed and executed  Subscription  Certificate with
            any   required   signature    guarantees   or   other   supplemental
            documentation; and
     o      your  full   subscription   price  payment  for  each  common  share
            subscribed  for under your  basic  subscription  privilege  and your
            oversubscription privilege.

            You  should  read  and  follow  the  Instructions  for Use of  Lynch
Corporation Subscription Certificates carefully.

SIGNATURE GUARANTEE MAY BE REQUIRED

            Your signature on each  Subscription  Certificate must be guaranteed
by an  eligible  institution  such as a  member  firm of a  registered  national
securities  exchange  or a member  of the  National  Association  of  Securities
Dealers,  Inc., or from a commercial  bank or trust company  having an office or
correspondent in the United States,  subject to standards and procedures adopted
by the subscription agent, unless:

     o      your Subscription  Certificate provides that common shares are to be
            delivered to you as record holder of those subscription rights; or
     o      you are an eligible institution.

DELIVERY OF SUBSCRIPTION MATERIALS AND PAYMENT

            You should deliver your Subscription  Certificate and payment of the
subscription  price  or,  if  applicable,  Notice  of  Guaranteed  Delivery  for
Subscription  Certificates,  to the  subscription  agent by mail,  by  overnight
courier or by hand to:

                                       21



BY UNITED STATES MAIL DELIVERY:       BY OVERNIGHT COURIER:           BY HAND:
------------------------------        --------------------            -------
Mellon Investor Services LLC          Mellon Investor Services LLC    Mellon Investor Services LLC
Post Office Box 3301                  480 Washington Blvd.            120 Broadway, 13th Floor
South Hackensack, NJ 07606            Mail Drop - Reorg               New York, NY 10271
Attn: Reorganization Department       Jersey City, NJ 07310           Attn: Reorganization
                                      Attn: Reorganization            Department
                                      Department

            You are responsible for the method of delivery of your  Subscription
Certificate(s)  with your subscription price payment to the subscription  agent.
If you send your Subscription  Certificate(s)  and subscription price payment by
mail, we recommend that you send them by registered mail, properly insured, with
return receipt requested. You should allow a sufficient number of days to ensure
delivery to the subscription agent prior to the time this offering expires.

            DO NOT SEND YOUR SUBSCRIPTION  CERTIFICATE(S) AND SUBSCRIPTION PRICE
PAYMENT TO THE COMPANY.  Your  delivery to an address other than the address set
forth above will not constitute valid delivery.

METHOD OF PAYMENT

            Your payment of the subscription  price must be made in U.S. dollars
for the full number of common shares you are  subscribing  (or  oversubscribing)
for by either bank draft (cashier's  check) or certified check drawn upon a U.S.
bank or money order payable to the subscription agent.

PLEASE  NOTE THAT  COMMON  SHARES  MAY NOT BE PAID FOR BY  UNCERTIFIED  PERSONAL
CHECK.

RECEIPT OF PAYMENT

            Your payment will be considered  received by the subscription  agent
only upon receipt by the  subscription  agent of a certified check or bank draft
drawn upon a U.S. bank or a money order.

CALCULATION OF SUBSCRIPTION RIGHTS EXERCISED

            If you do not  indicate  the  number of  subscription  rights  being
exercised,  or do not forward full payment of the total  subscription  price for
the number of subscription  rights that you indicate are being  exercised,  then
you will be deemed to have  exercised  your basic  subscription  privilege  with
respect to the maximum number of rights that may be exercised with the aggregate
subscription price payment you delivered to the subscription agent.

YOUR FUNDS WILL BE HELD BY THE SUBSCRIPTION AGENT UNTIL COMMON SHARES ARE ISSUED

            The  subscription  agent will hold your payment of the  subscription
price payment in a segregated  account with other  payments  received from other
rights holders until we issue your common shares to you. If this offering is not

                                       22



completed,  or we do not apply  your full  subscription  price  payment  to your
purchase  of  common  shares,  the  subscription  agent  will  return as soon as
practicable, without interest, all excess subscription payments.

NO REVOCATION

            Once you have exercised your  subscription  privileges,  you may not
revoke your exercise.  Subscription rights not exercised prior to the expiration
date of this offering will expire.

TRANSFERABILITY OF RIGHTS

            The  rights are  transferable,  excluding  oversubscription  rights,
until the  opening of  trading on the  expiration  date and are  expected  to be
authorized  for trading on the American  Stock  Exchange.  Trading of the rights
will be conducted on a regular-way basis from ________, 2005 through the opening
of trading on the expiration  date. Any  commissions in connection with the sale
of rights will be paid by the selling rights holder. We cannot assure you that a
market for the rights will develop, or of the prices at which rights may be sold
if a market does develop.

            You  may  transfer  all of the  rights,  excluding  oversubscription
rights,   evidenced  by  a  single  Subscription   Certificate  by  signing  the
Subscription  Certificate for transfer in accordance  with the appropriate  form
printed  on the  Subscription  Certificate.  You may  transfer  a portion of the
rights,  excluding  oversubscription  rights, evidenced by a single Subscription
Certificate  by  delivering  to Mellon  Investor  Services LLC the  Subscription
Certificate properly signed for transfer,  with separate written instructions to
register a portion of the rights in the name of your  transferee  and to issue a
new Subscription  Certificate to the transferee covering the transferred rights.
In that event and by appropriate written instructions,  you may elect to receive
a new Subscription Certificate covering the rights you did not transfer.

            If you wish to transfer all or a portion of your rights,  you should
allow a sufficient amount of time prior to the expiration time for:

     o      the transfer  instructions  to be received  and  processed by Mellon
            Investor Services LLC;
     o      new Subscription Certificates to be issued and transmitted; and
     o      the rights  evidenced  by the new  Subscription  Certificates  to be
            exercised or sold by the intended recipients.

            It may require from two to 10 business  days,  or more,  to complete
transfers of rights, depending upon how you deliver the Subscription Certificate
and payment and the number of transactions you request.  Neither the Company nor
the  subscription  agent  will be liable to you or any  transferee  of rights if
Subscription  Certificates  or any other required  documents are not received in
time for exercise or sale prior to the expiration time.

            If  you  exercise  or  sell  rights  in  part,  a  new  Subscription
Certificate  for  the  remaining  rights  will  be  issued  to you  only  if the
subscription  agent receives a properly endorsed  Subscription  Certificate from
you no later than 5:00 p.m.,  Eastern Time,  on the fifth  business day prior to
the expiration  date.  The  subscription  agent will not issue new  Subscription
Certificates for partially exercised or sold Subscription Certificates submitted
after that time and date. If you do submit a Subscription Certificate after that

                                       23



time and  date,  you will not be able to  exercise  the  unexercised  or  unsold
rights.

            Unless you make other  arrangements  with the subscription  agent, a
new Subscription  Certificate issued after 5:00 p.m., Eastern Time, on the fifth
business day before the expiration date will be held for pick-up by you at:

                                Mellon Bank, N.A.
                          c/o Mellon Investor Services
                            120 Broadway, 13th Floor
                            New York, New York 10271
                         Attn: Reorganization Department

            If you  request a  reissuance  of a  Subscription  Certificate,  the
delivery of that document will be at your risk.

            You,  and  not  the  Company  or the  subscription  agent,  will  be
responsible  for  paying any  commissions,  fees and other  expenses,  including
brokerage  commissions and transfer taxes, that you may incur in the purchase or
sale of the rights.

ISSUANCE OF SHARE CERTIFICATES

            Share certificates for common shares purchased in this offering will
be issued as soon as practicable  after the expiration  date,  anticipated to be
approximately  seven  to  10  business  days  after  the  expiration  date.  Our
subscription  agent  will  deliver  subscription   payments  to  us  only  after
consummation  of this  offering  and the issuance of share  certificates  to our
shareholders  that  exercised  rights.  Unless you  instruct  otherwise  in your
Subscription  Certificate  form,  common  shares  purchased  by the  exercise of
subscription  rights will be registered in the name of the person exercising the
rights.

GUARANTEED DELIVERY PROCEDURES

            If you wish to exercise  your  subscription  rights,  but you do not
have sufficient  time to deliver the  Subscription  Certificate  evidencing your
rights to the subscription agent on or before the time your subscription  rights
expire,  you may exercise your subscription  rights by the following  guaranteed
delivery procedures:

     o      deliver  your  subscription  price  payment in full for each  common
            share you subscribed for under your  subscription  privileges in the
            manner set forth in "Method of Payment" to the subscription agent on
            or prior to the expiration date;
     o      deliver  the  form  entitled  Notice  of  Guaranteed   Delivery  for
            Subscription  Certificates,  substantially in the form provided with
            the  Instructions  as  to  Use  of  Lynch  Corporation  Subscription
            Certificates distributed with your Subscription Certificates,  on or
            prior to the expiration date; and
     o      deliver the properly completed  Subscription  Certificate evidencing
            your  rights  being   exercised  and  the  related   nominee  holder
            certification,   if   applicable,   with  any  required   signatures

                                       24



            guaranteed,  to the  subscription  agent within three  business days
            following the expiration date.

            Your Notice of  Guaranteed  Delivery for  Subscription  Certificates
must be delivered in substantially  the same form provided with the Instructions
as to  Use  of  Lynch  Corporation  Subscription  Certificates,  which  will  be
distributed to you with your Subscription Certificate. Your Notice of Guaranteed
Delivery for Subscription  Certificates must come from an eligible  institution,
or other eligible  guarantee  institutions which are members of, or participants
in, a signature guarantee program acceptable to the subscription agent.

            In your Notice of Guaranteed Delivery for Subscription Certificates,
you must state:

     o      your name;
     o      the number of subscription  rights  represented by your Subscription
            Certificates  and the number of common  shares  you are  subscribing
            (and oversubscribing) for; and
     o      your guarantee that you will deliver to the  subscription  agent any
            Subscription Certificates evidencing the subscription rights you are
            exercising within three business days following the expiration date.

            You may deliver your Notice of Guaranteed  Delivery for Subscription
Certificates to the subscription  agent in the same manner as your  Subscription
Certificates  at the address set forth above  under  "Delivery  of  Subscription
Materials  and  Payment."  Alternately,  on the  expiration  date ONLY,  you may
transmit your Notice of Guaranteed Delivery for Subscription Certificates to the
subscription agent via facsimile transmission (Facsimile No.: 201-680-4626). ALL
FACSIMILE  DELIVERIES MUST BE CONFIRMED.  To confirm facsimile  deliveries,  you
must call 201-680-4860.

            Please call the information  agent to request any additional  copies
of the form of Notice of Guaranteed  Delivery for Subscription  Certificates you
may need.

DETERMINATIONS REGARDING THE EXERCISE OF YOUR SUBSCRIPTION RIGHTS

            We will decide all questions  concerning the  timeliness,  validity,
form and  eligibility  of your  exercise  of your  subscription  rights  and our
determinations will be final and binding. We, in our sole discretion,  may waive
any defect or  irregularity,  or permit a defect or irregularity to be corrected
within such time as we may  determine.  Non-material  defects or  irregularities
will be waived  provided that we can determine your  intentions  with respect to
exercising your rights.  If there is any defect or irregularity  that results in
an ambiguity  regarding your  intentions with respect to exercising your rights,
such defect or irregularity will not be waived. In such event, we will treat any
identical  defects or irregularities  the same way for all shareholders.  We may
reject the exercise of any of your subscription  rights because of any defect or
irregularity.  We  will  not  receive  or  accept  any  subscription  until  all
irregularities  have been  waived by us or cured by you  within  such time as we
decide, in our sole discretion.

            Neither  we nor the  subscription  agent  will be under  any duty to
notify you of any defect or  irregularity  in connection with your submission of
Subscription Certificates and we will not be liable for failure to notify you of
any defect or  irregularity.  We reserve  the right to reject  your  exercise of

                                       25



subscription rights if your exercise is not in accordance with the terms of this
offering or in proper form.  Under Section 18 of the  Securities Act of 1933, as
amended,  our common stock and the subscription rights offered hereby are exempt
from state regulation or "blue sky" laws because our common shares are listed on
the  American  Stock  Exchange.  If you are a foreign  shareholder  with a legal
residence  outside of the United  States,  we will not accept  your  exercise of
rights if our issuance of common  shares to you could be deemed  unlawful  under
applicable  law  or if  compliance  with  applicable  law  would  be  materially
burdensome to us. We have no reason to believe that a significant  number of our
shares is owned by foreign shareholders.

            If you are given notice of a defect in your  subscription,  you will
have five  business days after the giving of notice to correct it. You will not,
however, be allowed to cure any defect later than 5:00 p.m., New York City time,
on ________________, 2005. We will not consider an exercise to be made until all
defects have been cured or waived.

NOTICE TO BANKERS, TRUSTEES OR OTHER DEPOSITARIES

            If you are a broker,  a trustee or a depositary  for  securities who
holds  common  shares for the  account of others at the close of business on the
record date, you should notify the respective  beneficial  owners of such common
shares of this  offering as soon as possible to find out their  intentions  with
respect to exercising their subscription  rights. You should obtain instructions
from the beneficial owners with respect to the subscription rights, as set forth
in the instructions we have provided to you for your  distribution to beneficial
owners.  If  the  beneficial  owner  so  instructs,   you  should  complete  the
appropriate Subscription  Certificates and submit them to the subscription agent
with the proper payment. If you hold common shares for the accounts of more than
one  beneficial  owner,  you may exercise the number of  subscription  rights to
which all such  beneficial  owners in the  aggregate  otherwise  would have been
entitled had they been direct record  holders of our common shares on the record
date,  provided that you, as a nominee record  holder,  make a proper showing to
the   subscription   agent  by  submitting  the  form  entitled  Nominee  Holder
Certification which we will provide to you with your offering materials.

NOTICE TO BENEFICIAL OWNERS

            If you are a beneficial  owner of our common  shares or will receive
your subscription  rights through a broker,  custodian bank or other nominee, we
will ask your  broker,  custodian  bank or other  nominee  to notify you of this
offering.  If you wish to exercise your  subscription  rights,  you will need to
have your  broker,  custodian  bank or other  nominee  act for you.  If you hold
certificates of our common shares directly and would prefer to have your broker,
custodian bank or other nominee exercise your  subscription  rights,  you should
contact  your  nominee  and  request it to effect the  transaction  for you.  To
indicate  your  decision with respect to your  subscription  rights,  you should
complete and return to your  broker,  custodian  bank or other  nominee the form
entitled  Beneficial Owner Election Form. You should receive this form from your
broker,  custodian bank or other nominee with the other offering  materials.  If
you wish to obtain a separate Subscription  Certificate,  you should contact the
nominee as soon as possible and request that a separate Subscription Certificate
be issued to you.

                                       26



PROCEDURES FOR DTC PARTICIPANTS

            We  anticipate  that the  subscription  rights will be eligible  for
transfer,  and  the  exercise  of  the  basic  subscription  privilege  and  the
oversubscription  privilege  may  be  effected  through  the  facilities  of the
Depository Trust Company, or DTC.

COMMON SHARES OUTSTANDING AFTER THIS OFFERING

            Upon the  issuance  of the common  shares  offered in this  offering
(assuming that all of the subscription  rights are exercised),  2,154,702 common
shares will be issued and  outstanding.  This would represent an approximate 33%
increase in the number of outstanding  common shares.  If only 10% or 50% of the
subscription  rights are exercised,  then 1,669,894 and 1,885,364  common shares
will be issued and outstanding, respectively, which represents an approximate 3%
and 17% increase in the number of outstanding common shares, respectively.

SUBSCRIPTION AGENT

            We have appointed Mellon Investor Services LLC as subscription agent
for this offering. We will pay the fees and certain expenses of the subscription
agent,  which we  estimate  will  total  approximately  $30,000.  Under  certain
circumstances,  we may indemnify the subscription agent from certain liabilities
that may arise in connection with this offering.

INFORMATION AGENT

            We have appointed Mellon Investor  Services LLC as information agent
for this offering.  We will pay the fees and certain expenses of the information
agent,  which we  estimate  will  total  approximately  $10,000.  Under  certain
circumstances,  we may indemnify the information agent from certain  liabilities
that may arise in connection with this offering.

FEES AND EXPENSES

            Other  than  for  fees  charged  by the  information  agent  and the
subscription agent, you are responsible for paying any other commissions,  fees,
taxes or  other  expenses  incurred  in  connection  with  the  exercise  of the
subscription  rights.  Neither we, the  information  agent nor the  subscription
agent will pay such expenses.

NO BOARD RECOMMENDATION

            An investment  in our common  shares must be made  according to each
investor's  evaluation  of its own best  interests.  Accordingly,  our  Board of
Directors  makes no  recommendation  to rights  holders  regarding  whether they
should  exercise  their  subscription  rights.  At a  meeting  of our  Board  of
Directors  convened  to  determine  the  terms  of the  proposed  offering,  our
directors  advised  the  Company  that,  as to  the  shares  owned  directly  or
indirectly  by them,  they intend to exercise the basic  subscription  privilege
under rights received and might exercise their  oversubscription  privilege with
respect to  additional  shares that might become  available  for  purchase.  The
expressed intention of the directors does not constitute a binding obligation on
their part. John C. Ferrara (Chief Executive Officer and Director), Marc Gabelli
(Chairman of the Board of Directors and 5% holder),  E. Val Cerutti  (Director),
Avrum  Gray  (Director)  and  Anthony  R.  Pustorino   (Director)   collectively
beneficially own 349,198 common shares or 21.6% of the common shares outstanding
as of August  31,  2005.  Assuming  that  each of the  persons  mentioned  above
exercises his basic  subscription  privilege in full, they will collectively own
an additional  116,401 common shares,  or a total of 465,599 common shares after
this offering is completed.

                                       27



IF YOU HAVE QUESTIONS ABOUT EXERCISING RIGHTS

            If you have  questions or need  assistance  concerning the procedure
for exercising  subscription  rights,  or if you would like additional copies of
this prospectus or other forms related to this offering,  you should contact the
information agent at the following address and telephone number:

BY UNITED STATES MAIL DELIVERY:       BY OVERNIGHT COURIER:           BY HAND:
------------------------------        --------------------            -------
Mellon Investor Services LLC          Mellon Investor Services LLC    Mellon Investor Services LLC
Post Office Box 3301                  480 Washington Blvd.            120 Broadway, 13th Floor
South Hackensack, NJ 07606            Mail Drop - Reorg               New York, NY 10271
Attn: Reorganization Department       Jersey City, NJ 07310           Attn: Reorganization
                                      Attn: Reorganization            Department
                                      Department

                       Toll Free Telephone: (866) 340-1578
        Direct Line for Banks and Brokers to Call Collect: (201) 680-6590

             MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

            The following  discussion is a summary of the material U.S.  federal
income tax  consequences  of (i) the  dividend by us of  subscription  rights to
holders of common  shares  that hold such common  shares as a capital  asset for
federal  income  tax  purposes,  and  (ii) the  exercise  of such  rights.  This
discussion is based on laws, regulations, rulings and decisions in effect on the
date of this  prospectus,  all of which are  subject  to change  (possibly  with
retroactive  effect) and to differing  interpretations.  This discussion applies
only to holders that are U.S. persons, which is defined as a citizen or resident
of the United States, a domestic partnership, a domestic corporation, any estate
(other  than a  foreign  estate),  and any trust so long as a court  within  the
United States is able to exercise primary supervision over the administration of
the  trust  and one or more U.S.  persons  have the  authority  to  control  all
substantial decisions of the trust.  Generally,  for federal income tax purposes
an estate is  classified  as a "foreign  estate"  based on the  location  of the
estate assets, the country of the estate's domiciliary  administration,  and the
nationality and residency of the domiciliary's personal representative.

            This  discussion  does not  address  all  aspects of federal  income
taxation  that  may  be  relevant  to  holders  in  light  of  their  particular
circumstances  or to holders who may be subject to special tax  treatment  under
the Internal Revenue Code of 1986, as amended,  including  holders of options or
warrants,  holders who are dealers in  securities or foreign  currency,  foreign
persons (defined as all persons other than U.S. persons),  insurance  companies,
tax-exempt organizations, banks, financial institutions, broker-dealers, holders
who hold common  shares as part of a hedge,  straddle,  conversion or other risk
reduction transaction, or who acquired common shares pursuant to the exercise of
compensatory share options or warrants or otherwise as compensation.

                                       28



            We have not  sought,  and will not seek,  an opinion of counsel or a
ruling from the  Internal  Revenue  Service  regarding  the  federal  income tax
consequences  of the  distribution  of the rights or the related share issuance.
The following  summary does not address the tax consequences of the distribution
of the rights or the related share issuance under foreign,  state,  or local tax
laws.  ACCORDINGLY,  EACH  HOLDER OF COMMON  SHARES  SHOULD  CONSULT ITS OWN TAX
ADVISOR WITH RESPECT TO THE PARTICULAR TAX  CONSEQUENCES OF THE  DISTRIBUTION OF
THE RIGHTS OR THE RELATED COMMON SHARE ISSUANCE TO SUCH HOLDER.

            The federal income tax consequences for a holder of common shares on
the  receipt of  subscription  rights  and the  exercise  of such  rights are as
follows:

     o      A holder will not recognize  taxable  income for federal  income tax
            purposes in connection with the receipt of subscription rights.

     o      Except as provided in the following  sentence,  the tax basis of the
            subscription rights received by a holder will be zero. If either (i)
            the fair market  value of the  subscription  rights on the date such
            subscription  rights are distributed is equal to at least 15% of the
            fair market value on such date of the common  shares with respect to
            which  the  subscription  rights  are  received  or (ii) the  holder
            irrevocably  elects,  by attaching a statement to its federal income
            tax return for the taxable year in which the subscription rights are
            received, to allocate part of the tax basis of such common shares to
            the  subscription  rights,  then upon  exercise of the  subscription
            rights,  the  holder's  tax  basis  in the  common  shares  will  be
            allocated  between the common shares and the subscription  rights in
            proportion  to their  respective  fair market values on the date the
            subscription  rights are distributed.  A holder's holding period for
            the  subscription  rights received will include the holder's holding
            period for the common shares with respect to which the  subscription
            rights were  received.  We intend to notify the holders  whether the
            fair market  value of the  subscription  rights will equal or exceed
            15% of the fair  market  value of the  common  shares  to which  the
            subscription  rights  relate  and the  fair  market  value  of those
            subscription   rights.   Notification   will  be  made  by   written
            communication that will be included with the share certificates that
            are mailed to those holders who exercise their subscription  rights.
            Holders  should be aware that the  Internal  Revenue  Service is not
            bound by our valuation of the subscription rights.

     o      A holder that sells the subscription  rights will recognize  capital
            gain or loss, depending on the amount realized upon the sale and the
            holder's tax basis (if any) in the subscription  rights. The gain or
            loss will be  long-term  or  short-term  depending  on the  holder's
            holding period for the subscription rights (discussed above).

     o      A holder that allows the subscription rights received to expire will
            not  recognize  any gain or loss,  and the tax  basis of the  common
            shares owned by such holder with respect to which such  subscription
            rights  were  distributed  will be  equal  to the tax  basis of such
            common  shares  immediately  before the receipt of the  subscription
            rights.

     o      A holder will not  recognize  any gain or loss upon the  exercise of
            the subscription rights.

                                       29



     o      The tax basis of the common shares acquired  through exercise of the
            subscription rights will equal the sum of the subscription price for
            the  common  shares  and the  holder's  tax  basis,  if any,  in the
            subscription rights as described above.

     o      The holding period for the common shares acquired  through  exercise
            of the  subscription  rights will begin on the date the subscription
            rights are exercised.

            Holders who exercise their  subscription  rights will be required to
furnish  a  Substitute  Form  W-9  (which  appears  as part of the  Subscription
Certificate) to avoid the imposition of the 28% backup withholding tax.

                              PLAN OF DISTRIBUTION

            We are offering our common shares  underlying the rights directly to
you. We have not employed any brokers,  dealers or  underwriters  in  connection
with the solicitation or exercise of subscription rights in this offering and no
commissions,  fees or discounts  will be paid in connection  with this offering.
Mellon Investor  Services LLC is acting as our subscription  agent to effect the
exercise  of the  rights  and the  issuance  of the  underlying  common  shares.
Therefore,  we anticipate that our officers' and employees' role will be limited
to:

     o      Responding  to  inquiries  of  potential  purchasers,  provided  the
            response is limited to  information  contained  in the  registration
            statement of which this prospectus is a part; and
     o      Ministerial  and clerical  work  involved in effecting  transactions
            pertaining to the sale of common shares underlying the rights.

            We intend to  distribute  and deliver this  prospectus by hand or by
mail  only,  and not by  electronic  delivery.  Also,  we intend to use  printed
prospectuses only, and not any other forms of prospectus.

            We have  distributed  to the holders of record of our common shares,
at the close of business on November  9, 2005,  at no charge,  one  transferable
subscription  right for each common share they own. Every three such rights will
entitle  the holder  thereof to  subscribe  for a right to  purchase  one of our
common shares at a subscription  price of $7.25 per share.  You may exercise any
number of your  subscription  rights,  or you may  choose  not to  exercise  any
subscription  rights. We will not distribute any fractional common shares or pay
cash in lieu of fractional common shares, but will round up the aggregate number
of common shares you are entitled to receive to the nearest whole number.

            We do not expect that all of our  shareholders  will exercise all of
their basic subscription privileges. By extending oversubscription privileges to
our record date  shareholders,  we are providing such shareholders that exercise
all of their basic  subscription  privileges  with the  opportunity  to purchase
those common shares that are not purchased by other shareholders.

            If you wish to exercise your oversubscription  privilege, you should
indicate the number of additional  common shares that you would like to purchase
(not to  exceed  the  number  purchased  by you  under  the  basic  subscription
privilege) in the space provided on your Subscription Certificate. When you send

                                       30



in your Subscription Certificate, you must also send the full purchase price for
the number of additional  common shares that you have  requested to purchase (in
addition to the  payment  due for common  shares  purchased  through  your basic
subscription  privilege).  If the number of common  shares  remaining  after the
exercise of all basic  subscription  privileges is not sufficient to satisfy all
requests for common shares pursuant to oversubscription  privileges, you will be
allocated   additional  common  shares  pro  rata  (subject  to  elimination  of
fractional  common  shares),  based on the number of common shares you purchased
through the basic  subscription  privilege in  proportion to the total number of
common shares that you and other oversubscribing  shareholders purchased through
the basic subscription  privilege.  However, if your pro rata allocation exceeds
the number of common shares you requested on your Subscription Certificate, then
you will receive only the number of common  shares that you  requested,  and the
remaining  common  shares from your pro rata  allocation  will be divided  among
other rights holders exercising their oversubscription privileges.

            As soon as practicable  after the expiration  date,  Mellon Investor
Services LLC, acting as our subscription agent, and we will determine the number
of  common  shares  that  you  may  purchase  pursuant  to the  oversubscription
privilege.  You will receive  certificates  representing  these common shares as
soon as practicable  after the expiration date,  anticipated to be approximately
seven to 10 business days after the expiration  date. If you request and pay for
more common shares than are  allocated to you, we will refund that  overpayment,
without  interest.  In  connection  with the  exercise  of the  oversubscription
privilege,  banks,  brokers and other nominee holders of subscription rights who
act on behalf of beneficial  owners will be required to certify to us and to the
subscription  agent as to the aggregate number of subscription  rights that have
been exercised, and the number of common shares that are being requested through
the  oversubscription  privilege,  by each beneficial  owner on whose behalf the
nominee holder is acting.

            We will pay Mellon Investor Services LLC, as the information  agent,
a fee of approximately  $10,000 plus expenses,  and as the subscription agent, a
fee of approximately $30,000 plus expenses,  for its services in connection with
this offering.  We also have agreed to indemnify,  under certain  circumstances,
Mellon  Investor  Services  LLC,  in  its  capacity  as  information  agent  and
subscription  agent,  from any  liability it may incur in  connection  with this
offering.

            Our  subscription  rights  will  be  listed  on the  American  Stock
Exchange  under the symbol  "LGL.RT." Our common shares issued upon the exercise
of  subscription  rights will be listed on the American Stock Exchange under the
symbol  "LGL," the same symbol  under  which our  currently  outstanding  common
shares now trade.

                                  LEGAL MATTERS

            The  validity of the common  shares  offered  hereby has been passed
upon by Olshan  Grundman Frome  Rosenzweig & Wolosky LLP, Park Avenue Tower,  65
East 55th Street, New York, New York 10022.

                                       31



                                     EXPERTS

            Ernst & Young LLP,  independent  registered  public accounting firm,
has audited our consolidated  financial statements and schedules included in our
Annual Report on Form 10-K for the year ended December 31, 2004, as set forth in
their report, which is incorporated by reference in this registration statement.
Our financial statements and schedules are incorporated by reference in reliance
on Ernst & Young LLP's report, given on their authority as experts in accounting
and auditing.

                   INFORMATION WITH RESPECT TO THE REGISTRANT

            This prospectus is accompanied by a copy of our latest Annual Report
on Form 10-K and Quarterly Report on Form 10-Q.

                       WHERE YOU CAN FIND MORE INFORMATION

            We have filed a registration  statement on Form S-2 with the SEC for
our common shares offered in this offering. This prospectus does not contain all
the information set forth in the registration statement. You should refer to the
registration statement and its exhibits for additional information.  Whenever we
make references in this prospectus to any of our contracts,  agreements or other
documents,  the references are not necessarily  complete and you should refer to
the exhibits attached to the registration statement for the copies of the actual
contract, agreement or other document.

            The  SEC  maintains  an  Internet  site at  http://www.sec.gov  that
contains  reports,  proxy and  information  statements,  and  other  information
regarding  us. You may also read and copy any  document  we file with the SEC at
its Public  Reference Room at 450 Fifth Street,  N.W.,  Washington,  D.C. 20549.
Please call the SEC at 1-800-SEC-0330  for further  information on the operation
of the Public Reference Room.

            Our common shares are listed on the American  Stock Exchange and our
reports and other  information  about us may also be inspected at the offices of
the  American  Stock  Exchange at 86 Trinity  Place,  New York,  New York 10006.
Additional  information  about us is available over the Internet at our web site
at WWW.LYNCHCORP.COM.

                           INCORPORATION BY REFERENCE

            The following documents filed by us with the SEC are incorporated by
reference in this prospectus:

(1)         Our Annual  Report on Form 10-K for the fiscal  year ended  December
            31, 2004;
(2)         Our Quarterly Report on Form 10-Q for the fiscal quarter ended March
            31, 2005;
(3)         Our Quarterly  Report on Form 10-Q for the fiscal quarter ended June
            30, 2005;
(4)         Our Current Report on Form 8-K/A filed on January 3, 2005;
(5)         Our Current Report on Form 8-K filed on January 4, 2005;
(6)         Our Current Report on Form 8-K filed on April 29, 2005;
(7)         Our Current Report on Form 8-K filed on May 16, 2005;
(8)         Our Current Report on Form 8-K filed on July 6, 2005;

                                       32



(9)         Our Current Report on Form 8-K filed on August 30, 2005;
(10)        Our Current Report on Form 8-K filed on September 9, 2005;
(11)        Our Current Report on Form 8-K filed on October 4, 2005; 
(12)        Our Current Report on Form 8-K filed on October 11, 2005; and
(13)        Our Current Report on Form 8-K filed on October 26, 2005.

            You may request a copy of these filings  (excluding  the exhibits to
such filings  that we have not  specifically  incorporated  by reference in such
filings) at no cost, by writing or telephoning us as follows:


                                Lynch Corporation
                         140 Greenwich Avenue, 4th Floor
                          Greenwich, Connecticut 06830
                              Attention: Secretary
                                 (203) 622-1150

                                       33



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

            The  following  table sets forth the various  expenses  that will be
paid  by us in  connection  with  the  securities  being  registered.  With  the
exception of the Securities and Exchange Commission ("SEC") registration fee and
the  American  Stock  Exchange  ("AMEX")  listing  fee,  all  amounts  shown are
estimates.

SEC registration fee.........................................     $     525.60
AMEX listing fee.............................................     $  10,783.52
Printing and engraving.......................................     $  30,000.00
Legal fees and expenses (including Blue Sky fees)............     $  75,000.00
Accounting Fees and Expenses.................................     $  13,000.00
Miscellaneous................................................     $   5,690.88
Subscription Agent...........................................     $  30,000.00
Information Agent............................................     $  10,000.00
                                                                ----------------
            Total............................................       175,000.00

ITEM 15.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Except  as  hereinafter  set  forth,  there is no  statute,  charter
provision,  by-law,  contract or other  arrangement  under which any controlling
person,  director  or officer of the  Company is insured or  indemnified  in any
manner against liability which he may incur in his capacity as such.

            Article  VI,  Section  6.2  of  Registrant's  Restated  Articles  of
Incorporation  provides that to the extent not inconsistent with applicable law,
every  director  and officer  shall be  indemnified  by  Registrant  against all
liability  and  reasonable  expense  that may be  incurred  by such  director or
officer in connection with or resulting from any claim,  (i) if such director or
officer is wholly  successful  with respect to the claim,  or (ii) if not wholly
successful, then if such director or officer is determined to have acted in good
faith,  in what the  director  or  officer  reasonably  believed  to be the best
interests of  Registrant  or at least not opposed to its best  interest  and, in
addition,  with  respect  to any  criminal  claim  is  determined  to  have  had
reasonable  cause to believe  that his conduct  was lawful or had no  reasonable
cause to believe that his conduct was unlawful. The termination of any claim, by
judgment,  order,  settlement  (whether  with or  without  court  approval),  or
conviction or upon a plea of guilty or of nolo  contendere,  or its  equivalent,
shall not  create a  presumption  that a director  or  officer  did not meet the
standards  of  conduct  set forth in clause  (ii)  hereof.  For a more  detailed
description,  reference is made to Article VI,  Section 6.2 of the  Registrant's
Restated  Articles of Incorporation  filed as Exhibit 3(a) hereto which contains
certain  indemnification  provisions  pursuant  to  authority  contained  in the
Indiana Business Corporation Law.

            Registrant's   directors   and  officers  are  also  covered   under
Registrant's  directors  and  officers  insurance  policy up to a maximum of $10
million.

                                      II-1



            Insofar  as  indemnification   for  liabilities  arising  under  the
Securities  Act of 1933 may be  permitted  to  directors,  officers  or  persons
controlling the Registrant pursuant to the foregoing provisions,  the Registrant
has been informed that in the opinion of the Securities and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable.

            The  following  sections  of  Chapter  37 of  the  Indiana  Business
Corporation Law provide as follows:

Section 23-1-37-8  Permissive Indemnification

            (a) A  corporation  may  indemnify an  individual  made a party to a
proceeding  because  the  individual  is or  was a  director  against  liability
incurred in the proceeding if:

            (1) the individual's conduct was in good faith; and

            (2) the individual reasonably believed:

                (A) in the case of conduct in the individual's official capacity
with the corporation,  that the individual's  conduct was in its best interests;
and

                (B) in all other  cases,  that the  individual's  conduct was at
least not opposed to its best interests; and

            (3) in the case of any criminal proceeding, the individual either:

                (A) had reasonable cause to believe the individual's conduct was
lawful; or

                (B) had no reasonable cause to believe the individual's  conduct
was unlawful.

            (b) A director's  conduct  with respect to an employee  benefit plan
for a purpose the  director  reasonably  believed to be in the  interests of the
participants  in and  beneficiaries  of the plan is conduct that  satisfies  the
requirement of subsection (a)(2)(B).

            (c) The termination of a proceeding by judgment,  order, settlement,
conviction,  or upon a plea of nolo  contendere  or its  equivalent  is not,  of
itself,  determinative  that the  director  did not meet the standard of conduct
described in this section.

Section 23-1-37-9  Mandatory Indemnification

            Unless limited by its articles of incorporation, a corporation shall
indemnify a director who was wholly successful,  on the merits or otherwise,  in
the defense of any  proceeding  to which the  director  was a party  because the
director is or was a director of the  corporation  against  reasonable  expenses
incurred by the director in connection with the proceeding.

Section 23-1-37-10  Advance Indemnification

            (a) A corporation  may pay for or reimburse the reasonable  expenses
incurred  by a  director  who is a party to a  proceeding  in  advance  of final
disposition of the proceeding if:

                                      II-2



            (1) the director furnishes the corporation a written  affirmation of
the  director's  good faith  belief that the  director  has met the  standard of
conduct described in section 8 of this chapter;

            (2) the director  furnishes the  corporation a written  undertaking,
executed  personally or on the director's  behalf, to repay the advance if it is
ultimately  determined  that the  director did not meet the standard of conduct;
and

            (3) a  determination  is made  that the  facts  then  known to those
making the determination would not preclude indemnification under this chapter.

            (b)  The  undertaking  required  by  subsection  (a)(2)  must  be an
unlimited general  obligation of the director but need not be secured and may be
accepted without reference to financial ability to make repayment.

            (c) Determinations and authorizations of payments under this section
shall be made in the manner specified in section 12 of this chapter.

Section 23-1-37-11  Application for Indemnification

            Unless a corporation's  articles of incorporation provide otherwise,
a  director  of the  corporation  who is a party to a  proceeding  may apply for
indemnification  to the court  conducting  the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court after giving any
notice the court considers necessary may order indemnification if it determines:

            (1) the  director  is entitled to  mandatory  indemnification  under
section  9 of this  chapter,  in which  case the  court  shall  also  order  the
corporation  to pay  the  director's  reasonable  expenses  incurred  to  obtain
court-ordered indemnification; or

            (2)  the   director   is   fairly   and   reasonably   entitled   to
indemnification  in view of all the relevant  circumstances,  whether or not the
director met the standard of conduct set forth in section 8 of this chapter.

Section 23-1-37-12  Procedure for Determining Indemnification

            (a) A corporation  may not  indemnify a director  under section 8 of
this chapter unless  authorized in the specific case after a  determination  has
been  made  that   indemnification   of  the  director  is  permissible  in  the
circumstances  because the director has met the standard of conduct set forth in
section 8 of this chapter.

            (b) The determination  shall be made by any one (1) of the following
procedures:

                (1) By the  board  of  directors  by  majority  vote of a quorum
consisting of directors not at the time parties to the proceeding.

                (2) If a quorum  cannot be obtained  under  subdivision  (1), by
majority vote of a committee duly designated by the board of directors (in which

                                      II-3



designation directors who are parties may participate), consisting solely of two
(2) or more directors not at the time parties to the proceeding.

                (3) By special legal counsel:

                    (A) selected by the board of  directors or its  committee in
the manner prescribed in subdivision (1) or (2); or

                    (B) if a quorum of the board of directors cannot be obtained
under  subdivision (1) and a committee  cannot be designated  under  subdivision
(2),  selected  by  majority  vote of the full  board  of  directors  (in  which
selection directors who are parties may participate).

                (4) By the  shareholders,  but common  shares  owned by or voted
under the control of directors who are at the time parties to the proceeding may
not be voted on the determination.

            (d)   Authorization   of   indemnification   and  evaluation  as  to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination is made by
special legal counsel,  authorization  of  indemnification  and evaluation as to
reasonableness  of expenses  shall be made by those  entitled  under  subsection
(b)(3) to select counsel.

Section 23-1-37-13  Indemnification of Officers, Agents and Employees

            Unless a corporation's articles of incorporation provide otherwise:

            (1) an officer of the  corporation,  whether or not a  director,  is
entitled to mandatory  indemnification  under section 9 of this chapter,  and is
entitled to apply for  court-ordered  indemnification  under  section 11 of this
chapter, in each case to the same extent as a director;

            (2) the  corporation  may indemnify and advance  expenses under this
chapter to an officer,  employee, or agent of the corporation,  whether or not a
director, to the same extent as to a director; and

            (3) a  corporation  may also  indemnify  and advance  expenses to an
officer,  employee,  or  agent,  whether  or  not a  director,  to  the  extent,
consistent  with  public  policy,  that  may  be  provided  by its  articles  of
incorporation,  bylaws, general or specific action of its board of directors, or
contract.

Section 23-1-37-14  Insurance

            A  corporation  may purchase and maintain  insurance on behalf of an
individual  who  is or  was a  director,  officer,  employee,  or  agent  of the
corporation,  or who,  while a  director,  officer,  employee,  or  agent of the
corporation,  is or was serving at the request of the corporation as a director,
officer,  partner,  member,  manager,  trustee,  employee,  or agent of  another
foreign or domestic corporation,  partnership,  limited liability company, joint
venture,  trust,  employee benefit plan, or other enterprise,  against liability
asserted  against or incurred by the individual in that capacity or arising from
the individual's status as a director,  officer,  member, manager,  employee, or

                                      II-4



agent,  whether  or not the  corporation  would  have  power  to  indemnify  the
individual against the same liability under section 8 or 9 of this chapter. The:

            (4) corporation may purchase insurance under this section from; and

            insurance  purchased under this section may be reinsured in whole or
in part by;

an insurer that is owned by or otherwise affiliated with the corporation whether
the insurer does or does not do business with other persons.

Section 23-1-37-15  Indemnification Under Chapter Not Exclusive

            (a) The  indemnification  and advance for  expenses  provided for or
authorized by this chapter does not exclude any other rights to  indemnification
and advance for expenses that a person may have under:

            (1) a corporation's articles of incorporation or bylaws;

            (2) a resolution  of the board of directors or of the  shareholders;
or

            (3) any other  authorization,  whenever adopted,  after notice, by a
majority vote of all the voting common shares then issued and outstanding.

            (b) If the articles of  incorporation,  bylaws,  resolutions  of the
board of directors or of the shareholders,  or other duly adopted  authorization
of indemnification or advance for expenses limit  indemnification or advance for
expenses,  indemnification and advance for expenses are valid only to the extent
consistent with the articles, bylaws, resolution of the board of directors or of
the  shareholders,  or other duly adopted  authorization of  indemnification  or
advance for expenses.

            (c) This  chapter  does not  limit a  corporation's  power to pay or
reimburse  expenses  incurred  by a  director,  officer,  employee,  or agent in
connection  with the person's  appearance as a witness in a proceeding at a time
when the  person  has not  been  made a named  defendant  or  respondent  to the
proceeding.

ITEM 16.    EXHIBITS.
--------    ---------

EXHIBIT
    NO.                                 DESCRIPTION
    ---                                 -----------

    3(a)    Restated  Articles of Incorporation of the Company  (incorporated by
            reference to Exhibit  3(a) to the  Company's  Annual  Report on Form
            10-K for the period ended December 31, 2004).
     (b)    Articles  of  Amendment  of the  Articles  of  Incorporation  of the
            Company  (incorporated by reference to Exhibit 3(b) to the Company's
            Annual Report on Form 10-K for the period ended December 31, 2004).
     (c)    By-laws of the Company  (incorporated by reference to Exhibit 3.1 to
            the Company's Current Report on Form 8-K dated December 22, 2004).
    5*      Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

                                      II-5



   10(a)    Lynch Corporation  401(k) Savings Plan (incorporated by reference to
            Exhibit  10(b) to the  Company's  Annual Report on Form 10-K for the
            period ended December 31, 1995).
     (b)    Directors Stock Plan  (incorporated by reference to Exhibit 10(o) to
            the Company's Form 10-K for the year ended December 31, 1997).
     (c)    Lynch  Corporation  2001 Equity  Incentive Plan adopted December 10,
            2001  (incorporated  by reference to Exhibit  10(y) to the Company's
            Form 10-K for the year ended December 31, 2001).
     (d)    Amended and Restated Credit  Agreement by and between Lynch Systems,
            Inc. and SunTrust  Bank dated as of June 10, 2002  (incorporated  by
            reference to Exhibit 10(z) to the  Company's  Form 10-K for the year
            ended December 31, 2002).
     (e)    Unlimited   Continuing   Guaranty  Agreement  by  Guarantor,   Lynch
            Corporation,  dated June 10,  2002  (incorporated  by  reference  to
            Exhibit  10(aa)  to the  Company's  Form  10-K  for the  year  ended
            December 31, 2002).
     (f)    First Amendment and Waiver to Amended and Restated Credit  Agreement
            between  Lynch  Systems,  Inc. and SunTrust  Bank dated May 30, 2003
            (incorporated  by reference to Exhibit  10(ee) to the Company's Form
            10-Q for the period ending June 30, 2003).
     (g)    Term Loan Promissory  Note between Lynch Systems,  Inc. and SunTrust
            Bank dated  August 4, 2003  (incorporated  by  reference  to Exhibit
            10(ff) to the  Company's  Form 10-Q for the period  ending  June 30,
            2003).
     (h)    Second Amendment to Security Deed and Agreement dated August 4, 2003
            between  Lynch  Systems,  Inc. and SunTrust  Bank  (incorporated  by
            reference  to  Exhibit  10(gg)  to the  Company's  Form 10-Q for the
            period ending June 30, 2003).
     (i)    Mortgage  dated  October 21, 2002 by  Mortgagor,  Mtron  Industries,
            Inc.,  to  Mortgagee,   Yankton  Area   Progressive   Growth,   Inc.
            (incorporated by reference to Exhibit 10(hh) to the Company's Annual
            Report on Form 10-K for the year ended December 31, 2003).
     (j)    Promissory  Note  between  Mtron  Industries,  Inc. and Yankton Area
            Progressive  Growth,  Inc., dated October 21, 2002  (incorporated by
            reference to Exhibit  10(ii) to the Company's  Annual Report on Form
            10-K for the year ended December 31, 2003).
     (k)    Standard Loan  Agreement by and between Mtron  Industries,  Inc. and
            Areawide Business Council, Inc., dated October 10, 2002 and Exhibits
            thereto   (incorporated  by  reference  to  Exhibit  10(jj)  to  the
            Company's Annual Report on Form 10-K for the year ended December 31,
            2003).
     (l)    Loan  Agreement  by and between  Mtron  Industries,  Inc.  and South
            Dakota  Board of  Economic  Development,  dated  December  19,  2002
            (incorporated by reference to Exhibit 10(kk) to the Company's Annual
            Report on Form 10-K for the year ended December 31, 2003).
     (m)    Promissory  Note  between  Mtron  Industries,  Inc. and South Dakota
            Board of Economic Development, dated December 19, 2002 (incorporated
            by reference to Exhibit  10(ll) to the  Company's  Annual  Report on
            Form 10-K for the year ended December 31, 2003).
     (n)    Employment Agreement by and between Mtron Industries, Inc. and South
            Dakota  Board of  Economic  Development,  dated  December  19,  2002

                                      II-6



            (incorporated by reference to Exhibit 10(mm) to the Company's Annual
            Report on Form 10-K for the year ended December 31, 2003).
     (o)    Loan  Agreement  by  and  among  Mtron   Industries,   Inc.,   Piezo
            Technology,  Inc. and First National Bank of Omaha  (incorporated by
            reference to Exhibit 10.1 to the  Company's  Current  Report on Form
            8-K dated October 20, 2004).
     (p)    Unconditional  Guaranty  for  Payment  and  Performance  with  First
            National Bank of Omaha (incorporated by reference to Exhibit 10.2 to
            the Company's Current Report on Form 8-K dated October 20, 2004).
     (q)    Registration Rights Agreement by and between the Company and Venator
            Merchant  Fund,  L.P.  dated  October  15,  2004   (incorporated  by
            reference to Exhibit 10.4 to the  Company's  Current  Report on Form
            8-K dated October 20, 2004).
   13(a)    Annual Report to Shareholders for the year ended December 31, 2004.
     (b)    Form 10-Q for the quarter ended June 30, 2005.
   23(a)*   Consent of Independent  Registered  Public Accounting Firm - Ernst &
            Young LLP.
     (b)*   Consent of Olshan Grundman Frome  Rosenzweig & Wolosky LLP (included
            in Exhibit 5).
   24*      Powers of Attorney.
   99(a)*   Form of  Instructions  for  Use of  Lynch  Corporation  Subscription
            Certificates.
     (b)*   Form of Notice of Guaranteed Delivery for Subscription Certificates.
     (c)*   Form of Letter to Shareholders.
     (d)*   Form of  Letter  to  Securities  Dealers,  Commercial  Banks,  Trust
            Companies and Other Nominees.
     (e)*   Form of Letter to Clients of  Security  Holders  Who Are  Beneficial
            Holders.
     (f)**  Form of Nominee Holder Certification Form.
     (g)*   Beneficial Owner Election Form.
     (h)**  Guidelines for  Certification of Taxpayer  Identification  Number on
            Substitute Form W-9.
     (i)*   Form of Subscription and Information  Agent Agreement  between Lynch
            Corporation and Mellon Bank, N.A.
     (j)*   Form of Subscription Certificate.

----------------------
*     Filed herewith
**    Previously filed


ITEM 17.      UNDERTAKINGS.

(a)           The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)  to include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933;

          (ii) to reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or

                                      II-7



               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement; and

         (iii) to include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

(2)   That,  for the purpose of determining  any liability  under the Securities
      Act,  each  such  post-effective  amendment  shall be  deemed  to be a new
      registration statement relating to the securities offered therein, and the
      offering of such securities at that time shall be deemed to be the initial
      BONA FIDE offering thereof.

(3)   To remove from registration by means of a post-effective  amendment any of
      the securities  being registered which remain unsold at the termination of
      the offering.

(e)   The  undersigned  registrant  hereby  undertakes to deliver or cause to be
      delivered  with the  prospectus,  to each person to whom the prospectus is
      sent or given,  the latest  annual  report,  to security  holders  that is
      incorporated by reference in the prospectus and furnished  pursuant to and
      meeting the  requirements of Rule 14a-3 or Rule 14c-3 under the Securities
      Exchange Act of 1934; and, where interim financial information required to
      be  presented  by  Article  3 of  Regulation  S-X is not set  forth in the
      prospectus,  to deliver,  or cause to be  delivered to each person to whom
      the  prospectus  is sent or given,  the latest  quarterly  report  that is
      specifically  incorporated  by reference in the prospectus to provide such
      interim financial information.

(h)   Insofar as  indemnification  for liabilities  arising under the Securities
      Act, as amended may be permitted to  directors,  officers and  controlling
      persons  of the  registrant  pursuant  to  the  foregoing  provisions,  or
      otherwise,  the  registrant  has been  advised  that in the opinion of the
      Securities and Exchange Commission such  indemnification is against public
      policy  as   expressed   in  the   Securities   Act  and  is,   therefore,
      unenforceable.  In the event that a claim for indemnification against such
      liabilities (other than the payment by the registrant of expenses incurred
      or paid by a director,  officer or controlling person of the registrant in
      the  successful  defense of an action,  suit or proceeding) is asserted by
      such  director,  officer  or  controlling  person in  connection  with the
      securities being registered, the registrant will, unless in the opinion of
      its counsel the matter has been settled by controlling  precedent,  submit
      to  a  court  of  appropriate   jurisdiction  the  question  whether  such
      indemnification  by it is  against  public  policy  as  expressed  in  the
      Securities  Act and will be  governed  by the final  adjudication  of such
      issue.

(i)   The undersigned registrant hereby undertakes that:

            (1) For purposes of determining  any liability  under the Securities
Act of 1933, the information  omitted from the form of prospectus  filed as part
of this  registration  statement in reliance  upon Rule 430A and  contained in a
form of  prospectus  filed by  registrant  pursuant to Rule  424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this  registration
statement as of the time it was declared effective.

            For the purpose of  determining  any liability  under the Securities
Act of 1933,  each  post-effective  amendment that contains a form of prospectus
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed t be the initial BONA FIDE offering thereof.

                                      II-8



                                   SIGNATURES

            Pursuant to the  requirements  of the  Securities  Act of 1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-2 and has duly caused this amendment to
the  registration  statement  to be  signed on its  behalf  by the  undersigned,
thereunto duly authorized, in the Town of Greenwich, State of Connecticut on the
26th day of October, 2005.

                                         LYNCH CORPORATION

                                         By:  /s/ John C. Ferrara
                                              ----------------------------------
                                                John C. Ferrara
                                                Chief Executive Officer

                                POWER OF ATTORNEY

            KNOW ALL MEN BY THESE  PRESENTS,  that each person  whose  signature
appears below  constitutes  and appoints John C. Ferrara and Eugene Hynes as his
true  and  lawful  attorney-in-fact,  each  acting  alone,  with  full  power of
substitution and resubstitution for him and in his name, place and stead, in any
and all  capacities,  to sign any and all amendments,  including  post-effective
amendments  to  this  registration  statement,   and  any  related  registration
statement  filed  pursuant to Rule 462(b) of the Act and to file the same,  with
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorneys-in-fact or their substitutes,  each acting along, may lawfully do
or cause to be done by virtue hereof.

            Pursuant to the  requirements  of the Securities  Act of 1933,  this
amendment to the  registration  statement has been signed below by the following
persons in the capacities and on the dates indicated.

          SIGNATURE                        TITLE                             DATE
          ---------                        -----                             ----

/s/ John C. Ferrara
--------------------------    Chief Executive Officer and Director      October 26, 2005
John C. Ferrara               (Principal Executive Officer)

*/s/ John C. Ferrara
--------------------------    Vice President, Treasurer and Secretary   October 26, 2005
Eugene Hynes                  (Principal Financial and Accounting
                              Officer)

*/s/ John C. Ferrara
-------------------------     Chairman of the Board of Directors        October 26, 2005
Marc Gabelli

*/s/ John C. Ferrara
-------------------------     Director                                  October 26, 2005
E. Val Cerutti

*/s/ John C. Ferrara
-------------------------     Director                                  October 26, 2005
Avrum Gray

*/s/ John C. Ferrara
-------------------------     Director                                  October 26, 2005
Anthony R. Pustorino

/s/ John C. Ferrara
------------------------
*By John C. Ferrara, Attorney-in-Fact

                                      II-9



                                 EXHIBIT INDEX

EXHIBIT
    NO.                                 DESCRIPTION
    ---                                 -----------

    3(a)    Restated  Articles of Incorporation of the Company  (incorporated by
            reference to Exhibit  3(a) to the  Company's  Annual  Report on Form
            10-K for the period ended December 31, 2004).
     (b)    Articles  of  Amendment  of the  Articles  of  Incorporation  of the
            Company  (incorporated by reference to Exhibit 3(b) to the Company's
            Annual Report on Form 10-K for the period ended December 31, 2004).
     (c)    By-laws of the Company  (incorporated by reference to Exhibit 3.1 to
            the Company's Current Report on Form 8-K dated December 22, 2004).
    5*      Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.
   10(a)    Lynch Corporation  401(k) Savings Plan (incorporated by reference to
            Exhibit  10(b) to the  Company's  Annual Report on Form 10-K for the
            period ended December 31, 1995).
     (b)    Directors Stock Plan  (incorporated by reference to Exhibit 10(o) to
            the Company's Form 10-K for the year ended December 31, 1997).
     (c)    Lynch  Corporation  2001 Equity  Incentive Plan adopted December 10,
            2001  (incorporated  by reference to Exhibit  10(y) to the Company's
            Form 10-K for the year ended December 31, 2001).
     (d)    Amended and Restated Credit  Agreement by and between Lynch Systems,
            Inc. and SunTrust  Bank dated as of June 10, 2002  (incorporated  by
            reference to Exhibit 10(z) to the  Company's  Form 10-K for the year
            ended December 31, 2002).
     (e)    Unlimited   Continuing   Guaranty  Agreement  by  Guarantor,   Lynch
            Corporation,  dated June 10,  2002  (incorporated  by  reference  to
            Exhibit  10(aa)  to the  Company's  Form  10-K  for the  year  ended
            December 31, 2002).
     (f)    First Amendment and Waiver to Amended and Restated Credit  Agreement
            between  Lynch  Systems,  Inc. and SunTrust  Bank dated May 30, 2003
            (incorporated  by reference to Exhibit  10(ee) to the Company's Form
            10-Q for the period ending June 30, 2003).
     (g)    Term Loan Promissory  Note between Lynch Systems,  Inc. and SunTrust
            Bank dated  August 4, 2003  (incorporated  by  reference  to Exhibit
            10(ff) to the  Company's  Form 10-Q for the period  ending  June 30,
            2003).
     (h)    Second Amendment to Security Deed and Agreement dated August 4, 2003
            between  Lynch  Systems,  Inc. and SunTrust  Bank  (incorporated  by
            reference  to  Exhibit  10(gg)  to the  Company's  Form 10-Q for the
            period ending June 30, 2003).
     (i)    Mortgage  dated  October 21, 2002 by  Mortgagor,  Mtron  Industries,
            Inc.,  to  Mortgagee,   Yankton  Area   Progressive   Growth,   Inc.
            (incorporated by reference to Exhibit 10(hh) to the Company's Annual
            Report on Form 10-K for the year ended December 31, 2003).
     (j)    Promissory  Note  between  Mtron  Industries,  Inc. and Yankton Area
            Progressive  Growth,  Inc., dated October 21, 2002  (incorporated by
            reference to Exhibit  10(ii) to the Company's  Annual Report on Form
            10-K for the year ended December 31, 2003).
     (k)    Standard Loan  Agreement by and between Mtron  Industries,  Inc. and
            Areawide Business Council, Inc., dated October 10, 2002 and Exhibits
            thereto   (incorporated  by  reference  to  Exhibit  10(jj)  to  the
            Company's Annual Report on Form 10-K for the year ended December 31,
            2003).




     (l)    Loan  Agreement  by and between  Mtron  Industries,  Inc.  and South
            Dakota  Board of  Economic  Development,  dated  December  19,  2002
            (incorporated by reference to Exhibit 10(kk) to the Company's Annual
            Report on Form 10-K for the year ended December 31, 2003).
     (m)    Promissory  Note  between  Mtron  Industries,  Inc. and South Dakota
            Board of Economic Development, dated December 19, 2002 (incorporated
            by reference to Exhibit  10(ll) to the  Company's  Annual  Report on
            Form 10-K for the year ended December 31, 2003).
     (n)    Employment Agreement by and between Mtron Industries, Inc. and South
            Dakota  Board of  Economic  Development,  dated  December  19,  2002
            (incorporated by reference to Exhibit 10(mm) to the Company's Annual
            Report on Form 10-K for the year ended December 31, 2003).
     (o)    Loan  Agreement  by  and  among  Mtron   Industries,   Inc.,   Piezo
            Technology,  Inc. and First National Bank of Omaha  (incorporated by
            reference to Exhibit 10.1 to the  Company's  Current  Report on Form
            8-K dated October 20, 2004).
     (p)    Unconditional  Guaranty  for  Payment  and  Performance  with  First
            National Bank of Omaha (incorporated by reference to Exhibit 10.2 to
            the Company's Current Report on Form 8-K dated October 20, 2004).
     (q)    Registration Rights Agreement by and between the Company and Venator
            Merchant  Fund,  L.P.  dated  October  15,  2004   (incorporated  by
            reference to Exhibit 10.4 to the  Company's  Current  Report on Form
            8-K dated October 20, 2004).
   13(a)    Annual Report to Shareholders for the year ended December 31, 2004.
     (b)    Form 10-Q for the quarter ended June 30, 2005.
   23(a)*   Consent of Independent  Registered  Public Accounting Firm - Ernst &
            Young LLP.
     (b)*   Consent of Olshan Grundman Frome  Rosenzweig & Wolosky LLP (included
            in Exhibit 5).
   24*      Powers of Attorney.
   99(a)*   Form of  Instructions  for  Use of  Lynch  Corporation  Subscription
            Certificates.
     (b)*   Form of Notice of Guaranteed Delivery for Subscription Certificates.
     (c)*   Form of Letter to Shareholders.
     (d)*   Form of  Letter  to  Securities  Dealers,  Commercial  Banks,  Trust
            Companies and Other Nominees.
     (e)*   Form of Letter to Clients of  Security  Holders  Who Are  Beneficial
            Holders.
     (f)**  Form of Nominee Holder Certification Form.
     (g)*   Beneficial Owner Election Form.
     (h)**  Guidelines for  Certification of Taxpayer  Identification  Number on
            Substitute Form W-9.
     (i)*   Form of Subscription and Information  Agent Agreement  between Lynch
            Corporation and Mellon Bank, N.A.
     (j)*   Form of Subscription Certificate.

----------------------
*     Filed herewith
**    Previously filed