SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                          LYNCH INTERACTIVE CORPORATION
             (Exact name of registrant as specified in its charter)

      Delaware                                            06-1458056
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                            401 Theodore Fremd Avenue
                                  Rye, NY 10580
                                 (914) 921-8821
               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)

      401(K) SAVINGS PLAN OF LYNCH CORPORATION AND PARTICIPATING EMPLOYERS
                  UPPER PENINSULA TELEPHONE COMPANY 401(K) PLAN
                            (Full title of the plans)

                              Mr. Robert A. Hurwich
                          General Counsel and Secretary
                          LYNCH INTERACTIVE CORPORATION
                            401 Theodore Fremd Avenue
                                  Rye, NY 10580
                                 (914) 921-8821
           (Name, address, and telephone number of agent for service)

Approximate  date  of  commencement  of  proposed  sale  to  public.  As soon as
practicable after the Registration Statement has become effective.

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

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, other than securities offered only in connection with dividend or interest
reinvestment plan, check the following box. [X]
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

--------------------------- ------------------- ------------------------ ----------------------- -------------------
Title of Securities To Be                              Proposed             Proposed Maximum         Amount of
Registered                                         Maximum Offering        Aggregate Offering       Registration
                               Amount To Be       Price Per Share(2)             Price                  Fee
                              Registered(1)
--------------------------- ------------------- ------------------------ ----------------------- -------------------
<S>                         <C>                         <C>                    <C>                    <C>
Common Stock
$.0001 par value            50,000 shares               $35.50                 $1,775,000             $493.45
--------------------------- ------------------- ------------------------ ----------------------- -------------------
<FN>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold  pursuant  to the  employee  benefit  plan(s)  described
     herein.

(2)  The price  stated is  estimated,  based on the  average of the high and low
     prices of common stock on the American  Stock Exchange on January 19, 2001,
     solely for the purpose of calculating  the  registration  fee,  pursuant to
     Rule 457 under the Securities Act of 1933.
</FN>
</TABLE>

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Registrant's  Common  Stock may be  purchased  by  employees  of (i)  Registrant
pursuant  to the 401(k)  Savings  Plan of Lynch  Corporation  and  Participating
Employers  and (ii) Upper  Peninsula  Telephone  Company  pursuant  to the Upper
Peninsula Telephone Company 401(k) Plan.

Item 3. Incorporation of Documents by Reference

         The  following  documents  are  incorporated  by  reference  into  this
Prospectus:

(a)  The registration statement of Lynch Interactive Corporation (the "Company")
     on Form 10;

(b)  The Company's  annual  report on Form 10-K for the year ended  December 31,
     1999;

(c)  The  Company's  quarterly  reports on Form 10-Q for the periods ended March
     31, 2000, June 30, 2000, and September 30, 2000, respectively;

(d)  The  description of the Company's  Common Stock  contained in the Company's
     Registration  statement filed on Form 10 (No. 1-15097) under the Securities
     Exchange Act of 1934, as amended (the "Exchange Act")

(e)  The Company's reports on Form 8-K dated January 16 and January 19, 2001.

         All annual  reports on Form 10-K and Form  11-K,  quarterly  reports on
Form  10-Q,  current  reports  on Form  8-K,  definitive  information  or  proxy
statements and other reports filed with the  Securities and Exchange  Commission
pursuant to Sections 13(a),  13(c),  14 or 15(d) of the 1934 Act,  subsequent to
the  date of  this  Prospectus  and  prior  to the  filing  of a  post-effective
amendment  which  indicates that all the securities  offered by this  Prospectus
have been sold or which deregisters all the securities remaining unsold shall be
deemed to be  incorporated  by reference into this  Prospectus to be part hereof
from  the date of  filing  of such  documents.  These  documents  are or will be
available for  inspection  and copying at the locations  identified  above.  Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  shall be deemed to be  modified  or  superseded  for  purposes of the
Registration  Statement  or the  Prospectus  to  the  extent  that  a  statement
contained in the  Prospectus or in any other  subsequently  filed document which
also is or is deemed to be incorporated  by reference  modifies or replaces such
statement.

         The Company's annual report on Form 10-K contains balance sheets of the
Company and its  subsidiaries  as of December 31, 1999 and 1998, and the related
statements  of  operations,  shareholder's  equity  and cash flows for the years
ended  December 31, 1999,  1998 and 1997.  Said financial  statements  have been
incorporated by reference in this Prospectus.

         The Company undertakes to provide without charge to each person to whom
a Prospectus is delivered,  upon written or oral request of such person,  a copy
of any and all  information  that  has been  incorporated  by  reference  in the
registration  statement  (not  including  exhibits  to the  information  that is
incorporated by reference unless such exhibits are specifically  incorporated by
reference into the information  that the registration  statement  incorporates).
Such  request  should be directed to the  Secretary  of the  Company,  Robert A.
Hurwich,  401  Theodore  Fremd  Avenue,  Rye, NY 10580,  telephone  number (914)
921-8821.

         The  Company's  principal  executive  office is located at 401 Theodore
Fremd Avenue, Rye, NY 10580. Its telephone number is (914) 921-8821.

<PAGE>


Item 4. Description of Securities

         The  description  of  the  shares  of  Common  Stock  contained  in the
Company's Registration Statement on Form 10 (Registration No. 1-15097) is hereby
incorporated by reference.

Item 5. Interests of Named Experts and Counsel

Not Applicable

Item 6. Indemnification of Directors and Officers

         Under  section  145  of  the  Delaware   General   Corporation  Law,  a
corporation may indemnify its directors,  officers, employees and agents against
judgments, fines, amounts paid in settlement, and reasonable costs, expenses and
counsel fees paid or incurred in connection with any  proceeding,  other than an
action by or in the right of the corporation,  to which such director,  officer,
employee  or agent or his legal  representative  may be a party,  provided  such
director,  officer,  employee  or agent shall have acted in good faith and shall
have reasonably believed (a) in the case of a civil proceeding, that his conduct
was in or not opposed to the best interests of the  corporation,  and (b) in the
case of a criminal  proceeding,  that he had no reasonable  cause to believe his
conduct was  unlawful.  In  connection  with an action by or in the right of the
corporation against a director,  officer, employee or agent, the corporation has
the power to indemnify such director,  officer, employee or agent for reasonable
expenses  incurred in connection with such suit (a) if such person acted in good
faith  and in a  manner  he  reasonably  believed  was not  opposed  to the best
interest of the corporation and (b) if found liable to the corporation,  only if
ordered by a court of law.  Section 145 also  provides  that such section is not
exclusive of any other  indemnification  rights  granted by the  corporation  to
directors, officers, employees or agents. The Company's By-laws provide that the
Company shall, to the fullest extent permitted by law, indemnify all persons who
it may indemnify pursuant thereto.

         In  addition,  the  Company's  Restated  Certificate  of  Incorporation
contains a provision  eliminating  the liability of a director to the Company or
its  stockholders  for  breach  of  fiduciary  duty as a  director,  other  than
liability (i) for breach of the director's duty of loyalty to the Company or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional misconduct of a knowing violation of law, (iii) under Section 174 of
the Delaware  General  Corporation  Law, and (iv) for any transaction from which
the director derived an improper personal benefit.

         The Company's  bylaws  provide that the Company  shall,  to the fullest
extent  permitted  by  law,  indemnify  any  person,  the  heirs,  executors  or
administrators of such person, who was or is a party or is threatened to be made
a party to any  threatened,  pending  or  completed  action  suit or  proceeding
(brought  by or in the  right  of the  Company  or  otherwise),  whether  civil,
criminal,  administrative  or  investigative,  by  reason  of the fact that such
person is or was a director or officer of the  Company,  or is or was serving at
the request of the Company as a director, officer, partner, trustee, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against all expenses (including attorneys' fees),  judgments,  fines,
and amounts paid in settlement  actually and reasonably  incurred by such person
or such heirs,  executors or administrators in connection with such action, suit
or proceeding.  In addition,  the Company may, in the discretion of the Board of
Directors,  pay expenses incurred in defending any action, suit or proceeding in
advance of the final  disposition  of such  action,  suit,  or  proceeding.  The
Company  may also  purchase  or  maintain  insurance  on  behalf  of any  person
described in the foregoing section of the Bylaws against any liability  asserted
against him,  whether or not the Company  would have the power to indemnify  him
against  such  liability  by law.  Furthermore,  the  Bylaws  provide  that  the
indemnification  provided for therein shall not be deemed exclusive of any other
rights to indemnification to which those seeking indemnification may be entitled
under any By-law, agreement, vote of stockholders or disinterested directors, or
otherwise.

         The  Company  maintains  directors  and  officers  liability  insurance
policies,  insuring,  with certain  exceptions  and  conditions,  the  Company's
directors and officers in their capacity as such against  liability with respect
to certain specified proceedings. In addition to covering directors and officers
of the Company,  the policies also insure the Company  against  certain  amounts
paid by it to indemnify directors and officers.

<PAGE>

Item 7. Exemption from Registration Claimed

         Not applicable.

Item 8. Exhibits

EXHIBIT
NUMBER          DESCRIPTION

4.1  Restated Certificate of Incorporation (Incorporated by reference to Exhibit
     3.1  to  the   Company's   Form  10A-1)

4.2  Bylaws  of  the   Corporation
     (Incorporated  by reference to Exhibit 3.2 to the Company's Form 10A-1) 5.2
     Registrant will submit the plans and any amendments thereto to the Internal
     Revenue  Service  ("IRS")  in a timely  manner  and will  make all  changes
     required  by the IRS in order to  qualify  the  plans,  unless  it files an
     opinion of counsel with  respect  thereto

23.1 Consent of Ernst & Young LLP

24   Powers of attorney to sign amendments to this Registration Statement (above
     signatures)

Item 9. Undertakings

A.  To Update Annually

         LYNCH  INTERACTIVE   CORPORATION,   the  undersigned   registrant  (the
"Registrant"), hereby undertakes that, for purposes of determining any liability
under the 1933 Act, each filing of the  Registrant's  annual report  pursuant to
Section 13(a) or 15(d) of the 1934 Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act)
that is incorporated by reference in the Registration  Statement shall be deemed
to be a new Registration  Statement  relating to the securities  offered herein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

B.  Indemnification

         Insofar as indemnification  for liabilities  arising under the 1933 Act
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 1933 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 any 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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

I.       To File Post-Effective Amendments As May Be Required

         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 1933
          Act;
<PAGE>

     (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  in  the
          aggregate,  represents 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
          a 20% change in the maximum aggregate  offering price set forth in the
          "Calculation of Registration fee" table in the effective  registration
          statement;

     (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.

Provided,  however,  that  paragraphs  (1)(i)  and  (l)(ii)  do not apply if the
Registration  Statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are incorporated
by reference in the Registration Statement.

         (2) That, for the purpose of determining  any liability  under the 1933
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.



<PAGE>



                                   SIGNATURES

         Pursuant  to  the  requirements  of the  1933  Act,  Lynch  Interactive
Corporation, the Registrant, certifies that it has reasonable grounds to believe
that it meets all of the  requirements  for  filing  on Form  S-8,  and has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of rye, State of New York,
on the 23rd day of January, 2001.

                                           LYNCH INTERACTIVE CORPORATION



                                           By: /s/ Robert E. Dolan
                                                   Robert E. Dolan
                                                   Chief Financial Officer

         Pursuant  to  the  requirements  of the  1933  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated. Each person whose signature appears below hereby authorizes and
appoints  Robert E. Dolan and Mary J. Carroll,  or either of them, as his or her
attorney-in-fact  to sign and file on his or her behalf individually and in each
capacity  stated below any and all amendments and  post-effective  amendments to
this Registration Statement.
<TABLE>
<CAPTION>

               Signature                                     Title                                  Date

<S>                                      <C>                                             <C>
/s/ Mario J. Gabelli                     Director, Chairman of the Board, Chief          January 23, 2001
--------------------
                                         Executive Officer
/s/ Robert E. Dolan                      Chief Financial Officer (Principal Financial    January 23, 2001
-------------------
                                         Officer and Principal Accounting Officer)
/s/ Paul J. Evanson                      Director                                        January 23, 2001
-------------------
/s/ John C. Ferrara                      Director                                        January 23, 2001
-------------------
  * Daniel R. Lee                        Director
-----------------
/s/ David C. Mitchell                    Director                                        January 23, 2001
---------------------
/s/ Salvatore Muoio                      Director                                        January 23, 2001
-------------------
/s/ Ralph R. Papitto                     Director                                        January 23, 2001
--------------------
/s/ Vincent S. Tese                      Director                                        January 23, 2001
-------------------

<FN>

* Did not sign.
The Plans.  Pursuant to the  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of Rye, State of New York,
on January 23, 2001.
</FN>
</TABLE>

(Plan) 401(k) Savings Plan of Lynch Corporation and Participating Employers.

By: /s/ Mary J. Carroll
    Mary J. Carroll
    Plan Committee Member/Authorized Representative


Pursuant to the  requirements  of the  Securities  Act of 1933, the trustees (or
other persons who  administer  the employee  benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Carney, State of Michigan, on January 23, 2001.

(Plan) Upper Peninsula Telephone Company 401(k) Plan

By: /s/ Calvin E. Matthews
    Name: Calvin E. Matthews
    Title: Plan Committee Member/Authorized Representative


<PAGE>



Exhibit Number            Description

     4.1  Restated  Certificate of  Incorporation  (Incorporated by reference to
          Exhibit 3.1 to the Company's Form 10A-1

     4.2  Bylaws of the Corporation (Incorporated by reference to Exhibit 3.2 to
          the Company's  Form 10A-1)

     23.1 Consent of Ernst & Young LLP

     24   Powers of attorney to sign amendments to this  Registration  Statement
          (above signatures)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 21710}]
{"company-data": {"conformed-name": "LYNCH INTERACTIVE CORP", "cik": "0001088771", "assigned-sic": "6770", "irs-number": "061458056", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54206", "film-number": "1514111"}, "business-address": {"street1": "401 THEORDORE FREMD AVENUE", "city": "RYE", "state": "NY", "zip": "10580", "phone": "9149218821"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                          LYNCH INTERACTIVE CORPORATION
             (Exact name of registrant as specified in its charter)

      Delaware                                            06-1458056
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                            401 Theodore Fremd Avenue
                                  Rye, NY 10580
                                 (914) 921-8821
               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)

      401(K) SAVINGS PLAN OF LYNCH CORPORATION AND PARTICIPATING EMPLOYERS
                  UPPER PENINSULA TELEPHONE COMPANY 401(K) PLAN
                            (Full title of the plans)

                              Mr. Robert A. Hurwich
                          General Counsel and Secretary
                          LYNCH INTERACTIVE CORPORATION
                            401 Theodore Fremd Avenue
                                  Rye, NY 10580
                                 (914) 921-8821
           (Name, address, and telephone number of agent for service)

Approximate  date  of  commencement  of  proposed  sale  to  public.  As soon as
practicable after the Registration Statement has become effective.

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

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, other than securities offered only in connection with dividend or interest
reinvestment plan, check the following box. [X]
CALCULATION OF REGISTRATION FEE

--------------------------- ------------------- ------------------------ ----------------------- -------------------
Title of Securities To Be                              Proposed             Proposed Maximum         Amount of
Registered                                         Maximum Offering        Aggregate Offering       Registration
                               Amount To Be       Price Per Share(2)             Price                  Fee
                              Registered(1)
--------------------------- ------------------- ------------------------ ----------------------- -------------------
Common Stock
$.0001 par value            50,000 shares               $35.50                 $1,775,000             $493.45
--------------------------- ------------------- ------------------------ ----------------------- -------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold  pursuant  to the  employee  benefit  plan(s)  described
     herein.

(2)  The price  stated is  estimated,  based on the  average of the high and low
     prices of common stock on the American  Stock Exchange on January 19, 2001,
     solely for the purpose of calculating  the  registration  fee,  pursuant to
     Rule 457 under the Securities Act of 1933.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Registrant's  Common  Stock may be  purchased  by  employees  of (i)  Registrant
pursuant  to the 401(k)  Savings  Plan of Lynch  Corporation  and  Participating
Employers  and (ii) Upper  Peninsula  Telephone  Company  pursuant  to the Upper
Peninsula Telephone Company 401(k) Plan.

Item 3. Incorporation of Documents by Reference

         The  following  documents  are  incorporated  by  reference  into  this
Prospectus:

(a)  The registration statement of Lynch Interactive Corporation (the "Company")
     on Form 10;

(b)  The Company's  annual  report on Form 10-K for the year ended  December 31,
     1999;

(c)  The  Company's  quarterly  reports on Form 10-Q for the periods ended March
     31, 2000, June 30, 2000, and September 30, 2000, respectively;

(d)  The  description of the Company's  Common Stock  contained in the Company's
     Registration  statement filed on Form 10 (No. 1-15097) under the Securities
     Exchange Act of 1934, as amended (the "Exchange Act")

(e)  The Company's reports on Form 8-K dated January 16 and January 19, 2001.

         All annual  reports on Form 10-K and Form  11-K,  quarterly  reports on
Form  10-Q,  current  reports  on Form  8-K,  definitive  information  or  proxy
statements and other reports filed with the  Securities and Exchange  Commission
pursuant to Sections 13(a),  13(c),  14 or 15(d) of the 1934 Act,  subsequent to
the  date of  this  Prospectus  and  prior  to the  filing  of a  post-effective
amendment  which  indicates that all the securities  offered by this  Prospectus
have been sold or which deregisters all the securities remaining unsold shall be
deemed to be  incorporated  by reference into this  Prospectus to be part hereof
from  the date of  filing  of such  documents.  These  documents  are or will be
available for  inspection  and copying at the locations  identified  above.  Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  shall be deemed to be  modified  or  superseded  for  purposes of the
Registration  Statement  or the  Prospectus  to  the  extent  that  a  statement
contained in the  Prospectus or in any other  subsequently  filed document which
also is or is deemed to be incorporated  by reference  modifies or replaces such
statement.

         The Company's annual report on Form 10-K contains balance sheets of the
Company and its  subsidiaries  as of December 31, 1999 and 1998, and the related
statements  of  operations,  shareholder's  equity  and cash flows for the years
ended  December 31, 1999,  1998 and 1997.  Said financial  statements  have been
incorporated by reference in this Prospectus.

         The Company undertakes to provide without charge to each person to whom
a Prospectus is delivered,  upon written or oral request of such person,  a copy
of any and all  information  that  has been  incorporated  by  reference  in the
registration  statement  (not  including  exhibits  to the  information  that is
incorporated by reference unless such exhibits are specifically  incorporated by
reference into the information  that the registration  statement  incorporates).
Such  request  should be directed to the  Secretary  of the  Company,  Robert A.
Hurwich,  401  Theodore  Fremd  Avenue,  Rye, NY 10580,  telephone  number (914)
921-8821.

         The  Company's  principal  executive  office is located at 401 Theodore
Fremd Avenue, Rye, NY 10580. Its telephone number is (914) 921-8821.
Item 4. Description of Securities

         The  description  of  the  shares  of  Common  Stock  contained  in the
Company's Registration Statement on Form 10 (Registration No. 1-15097) is hereby
incorporated by reference.

Item 5. Interests of Named Experts and Counsel

Not Applicable

Item 6. Indemnification of Directors and Officers

         Under  section  145  of  the  Delaware   General   Corporation  Law,  a
corporation may indemnify its directors,  officers, employees and agents against
judgments, fines, amounts paid in settlement, and reasonable costs, expenses and
counsel fees paid or incurred in connection with any  proceeding,  other than an
action by or in the right of the corporation,  to which such director,  officer,
employee  or agent or his legal  representative  may be a party,  provided  such
director,  officer,  employee  or agent shall have acted in good faith and shall
have reasonably believed (a) in the case of a civil proceeding, that his conduct
was in or not opposed to the best interests of the  corporation,  and (b) in the
case of a criminal  proceeding,  that he had no reasonable  cause to believe his
conduct was  unlawful.  In  connection  with an action by or in the right of the
corporation against a director,  officer, employee or agent, the corporation has
the power to indemnify such director,  officer, employee or agent for reasonable
expenses  incurred in connection with such suit (a) if such person acted in good
faith  and in a  manner  he  reasonably  believed  was not  opposed  to the best
interest of the corporation and (b) if found liable to the corporation,  only if
ordered by a court of law.  Section 145 also  provides  that such section is not
exclusive of any other  indemnification  rights  granted by the  corporation  to
directors, officers, employees or agents. The Company's By-laws provide that the
Company shall, to the fullest extent permitted by law, indemnify all persons who
it may indemnify pursuant thereto.

         In  addition,  the  Company's  Restated  Certificate  of  Incorporation
contains a provision  eliminating  the liability of a director to the Company or
its  stockholders  for  breach  of  fiduciary  duty as a  director,  other  than
liability (i) for breach of the director's duty of loyalty to the Company or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional misconduct of a knowing violation of law, (iii) under Section 174 of
the Delaware  General  Corporation  Law, and (iv) for any transaction from which
the director derived an improper personal benefit.

         The Company's  bylaws  provide that the Company  shall,  to the fullest
extent  permitted  by  law,  indemnify  any  person,  the  heirs,  executors  or
administrators of such person, who was or is a party or is threatened to be made
a party to any  threatened,  pending  or  completed  action  suit or  proceeding
(brought  by or in the  right  of the  Company  or  otherwise),  whether  civil,
criminal,  administrative  or  investigative,  by  reason  of the fact that such
person is or was a director or officer of the  Company,  or is or was serving at
the request of the Company as a director, officer, partner, trustee, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against all expenses (including attorneys' fees),  judgments,  fines,
and amounts paid in settlement  actually and reasonably  incurred by such person
or such heirs,  executors or administrators in connection with such action, suit
or proceeding.  In addition,  the Company may, in the discretion of the Board of
Directors,  pay expenses incurred in defending any action, suit or proceeding in
advance of the final  disposition  of such  action,  suit,  or  proceeding.  The
Company  may also  purchase  or  maintain  insurance  on  behalf  of any  person
described in the foregoing section of the Bylaws against any liability  asserted
against him,  whether or not the Company  would have the power to indemnify  him
against  such  liability  by law.  Furthermore,  the  Bylaws  provide  that  the
indemnification  provided for therein shall not be deemed exclusive of any other
rights to indemnification to which those seeking indemnification may be entitled
under any By-law, agreement, vote of stockholders or disinterested directors, or
otherwise.

         The  Company  maintains  directors  and  officers  liability  insurance
policies,  insuring,  with certain  exceptions  and  conditions,  the  Company's
directors and officers in their capacity as such against  liability with respect
to certain specified proceedings. In addition to covering directors and officers
of the Company,  the policies also insure the Company  against  certain  amounts
paid by it to indemnify directors and officers.
Item 7. Exemption from Registration Claimed

         Not applicable.

Item 8. Exhibits

EXHIBIT
NUMBER          DESCRIPTION

4.1  Restated Certificate of Incorporation (Incorporated by reference to Exhibit
     3.1  to  the   Company's   Form  10A-1)

4.2  Bylaws  of  the   Corporation
     (Incorporated  by reference to Exhibit 3.2 to the Company's Form 10A-1) 5.2
     Registrant will submit the plans and any amendments thereto to the Internal
     Revenue  Service  ("IRS")  in a timely  manner  and will  make all  changes
     required  by the IRS in order to  qualify  the  plans,  unless  it files an
     opinion of counsel with  respect  thereto

23.1 Consent of Ernst & Young LLP

24   Powers of attorney to sign amendments to this Registration Statement (above
     signatures)

Item 9. Undertakings

A.  To Update Annually

         LYNCH  INTERACTIVE   CORPORATION,   the  undersigned   registrant  (the
"Registrant"), hereby undertakes that, for purposes of determining any liability
under the 1933 Act, each filing of the  Registrant's  annual report  pursuant to
Section 13(a) or 15(d) of the 1934 Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act)
that is incorporated by reference in the Registration  Statement shall be deemed
to be a new Registration  Statement  relating to the securities  offered herein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

B.  Indemnification

         Insofar as indemnification  for liabilities  arising under the 1933 Act
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 1933 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 any 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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

I.       To File Post-Effective Amendments As May Be Required

         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 1933
          Act;
(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  in  the
          aggregate,  represents 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
          a 20% change in the maximum aggregate  offering price set forth in the
          "Calculation of Registration fee" table in the effective  registration
          statement;

     (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.

Provided,  however,  that  paragraphs  (1)(i)  and  (l)(ii)  do not apply if the
Registration  Statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are incorporated
by reference in the Registration Statement.

         (2) That, for the purpose of determining  any liability  under the 1933
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.
SIGNATURES

         Pursuant  to  the  requirements  of the  1933  Act,  Lynch  Interactive
Corporation, the Registrant, certifies that it has reasonable grounds to believe
that it meets all of the  requirements  for  filing  on Form  S-8,  and has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of rye, State of New York,
on the 23rd day of January, 2001.

                                           LYNCH INTERACTIVE CORPORATION

                                           By: /s/ Robert E. Dolan
                                                   Robert E. Dolan
                                                   Chief Financial Officer

         Pursuant  to  the  requirements  of the  1933  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated. Each person whose signature appears below hereby authorizes and
appoints  Robert E. Dolan and Mary J. Carroll,  or either of them, as his or her
attorney-in-fact  to sign and file on his or her behalf individually and in each
capacity  stated below any and all amendments and  post-effective  amendments to
this Registration Statement.
Signature                                     Title                                  Date
/s/ Mario J. Gabelli                     Director, Chairman of the Board, Chief          January 23, 2001
--------------------
                                         Executive Officer
/s/ Robert E. Dolan                      Chief Financial Officer (Principal Financial    January 23, 2001
-------------------
                                         Officer and Principal Accounting Officer)
/s/ Paul J. Evanson                      Director                                        January 23, 2001
-------------------
/s/ John C. Ferrara                      Director                                        January 23, 2001
-------------------
  * Daniel R. Lee                        Director
-----------------
/s/ David C. Mitchell                    Director                                        January 23, 2001
---------------------
/s/ Salvatore Muoio                      Director                                        January 23, 2001
-------------------
/s/ Ralph R. Papitto                     Director                                        January 23, 2001
--------------------
/s/ Vincent S. Tese                      Director                                        January 23, 2001
-------------------
* Did not sign.
The Plans.  Pursuant to the  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of Rye, State of New York,
on January 23, 2001.
(Plan) 401(k) Savings Plan of Lynch Corporation and Participating Employers.

By: /s/ Mary J. Carroll
    Mary J. Carroll
    Plan Committee Member/Authorized Representative

Pursuant to the  requirements  of the  Securities  Act of 1933, the trustees (or
other persons who  administer  the employee  benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Carney, State of Michigan, on January 23, 2001.

(Plan) Upper Peninsula Telephone Company 401(k) Plan

By: /s/ Calvin E. Matthews
    Name: Calvin E. Matthews
    Title: Plan Committee Member/Authorized Representative
Exhibit Number            Description

     4.1  Restated  Certificate of  Incorporation  (Incorporated by reference to
          Exhibit 3.1 to the Company's Form 10A-1

     4.2  Bylaws of the Corporation (Incorporated by reference to Exhibit 3.2 to
          the Company's  Form 10A-1)

     23.1 Consent of Ernst & Young LLP

     24   Powers of attorney to sign amendments to this  Registration  Statement
          (above signatures)