As filed with the Commission on January 15, 1997      Registration No. 33-


              SECURITIES AND EXCHANGE COMMISSION

                    WASHINGTON, D.C. 20549
                                      

                           FORM S-8

                    REGISTRATION STATEMENT

                            UNDER

                  THE SECURITIES ACT OF 1933

         

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

             Indiana                                      38-1799862    
 
(State of other jurisdiction of                   (I.R.S.  Employee
incorporation of organization)                    Identification No.)

                     8 Sound Shore Drive
                    Greenwich, Connecticut 06830             
 (Address of Principal Executive Offices, including zip code)

           LYNCH CORPORATION 1994 STOCK OPTION PLAN
                   (Full title of the Plan)

                      Robert A. Hurwich
                          Secretary
                      Lynch Corporation
                     8 Sound Shore Drive
                 Greenwich, Connecticut 06830
                        (203) 629-3333              
             (Name, address and telephone number
          including area code, of agent for service)
                                                                           
               CALCULATION OF REGISTRATION FEE
                                                                           
                                              Proposed
                              Proposed        Maximum
Title of                      maximum         aggregate        Amount of
Securities to  Amount to be   offering price  offering price   registration
be registered  registered (1) per unit(2)       (2)            fee  

Common         24,516 shares  $23.125(2)     $566,933(2)         $172(2)
stock, no par
value per
share
                                                                           
     (1)  Registered to cover shares of Common Stock underlying stock
options.

     (2)  Calculated pursuant to Rules 457 (h) solely for the purpose of
computing the registration fees, upon the basis of the price at which
options under the stock option plan may be exercised, which is $23.125 per
share.
                                          
     In accordance with the provisions of Rule 462 promulgated under the
Securities Act of 1933, this Registration Statement will become effective
upon filing with the Securities and Exchange Commission.
                                           
                           PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents filed with the Securities and Exchange
Commission by Registrant are incorporated herein by reference:

        (1) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995, including Amendments No. 1-4 thereto;

        (2) Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31 (including Form 10-Q/A dated May 15, 1996), June
30 and September 30, 1996;

        (3) the Corporation's Current Reports on Form 8-K dated March
20, March 26, November 12, December 9, 1996, and January 14, 1997, Form 
8-K/A(2) dated January 4, 1996, Form 8-K/A(3) dated February 2, 1996, Form
8-K/A(4) dated March 1, 1996, Form 8-K/A(5) dated March 14, 1996, Form 
8-K/A(6) dated April 19, 1996, Form 8-K/A(7) dated May 14, 1996, Form 8-K/A(8)
dated June 4, 1996, and Form 8-K/A-1 dated April 4, 1996;

        (4) any and all other reports filed by Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since
December 31, 1995, and

        (5) the description of the Registrant's Common Stock contained
in the Registrant's registration statement under the Securities Exchange
Act of 1934 with respect to such Common Stock filed with the Securities
and Exchange Commission, including any amendments or reports filed for the
purpose of updating such description.

        All documents subsequently filed by Registrant with the
Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14,
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing such documents.  Any
statement in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for the
purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement.  Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.  Registrant will provide without charge to each person to whom
this Prospectus is delivered, upon written request of such person, a copy
of any or all documents incorporated herein by reference (other than
exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents).  Requests for such copies
should be delivered to the Secretary of the Registrant at its principal
offices, 8 Sound Shore Drive, Greenwich, Connecticut 06830, (203)
629-3333.

Item 4.     Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable

Item 6. Indemnification of Directors and Officers.

        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 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 $5
million.

        Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors or officers of 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. 

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        The list of Exhibits is incorporated herein by reference to the
Index to Exhibits at page 6.

        The securities being issued hereunder are not being issued
under a plan that is subject to the requirements of ERISA.

Item 9. Undertakings.

        Rule 415 Offering.  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 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 of 1933, 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.

        Filings Incorporating Subsequent Exchange Act Documents by
Reference.  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement 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.

        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 are 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.

        Request for Acceleration of Effective Date or Filing a
Registration Statement on Form S-8.  Insofar as indemnification for
liabilities arising under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of
such issue.

                          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-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the Town of Greenwich, State of Connecticut on
this 15th day of January, 1997.



                                     Lynch Corporation
                                     (Registrant)



                                     By:  /s/ ROBERT E. DOLAN
                                              ROBERT E. DOLAN
                                              Chief Financial Officer and
                                              Controller (Principal
                                              Financial and Accounting
                                              Officer)

        Pursuant to the requirements of the Securities Exchange Act of
1933, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.


     Signature                    Capacity             Date

                          Chairman of the Board of
 * MARIO J. GABELLI         Directors and Chief
   MARIO J. GABELLI         Executive Officer      January 15, 1997
                          (Principal Executive Officer)

 * MORRIS BERKOWITZ       Director                 January 15, 1997
   MORRIS BERKOWITZ

 * E. VAL CERUTTI         Director                 January 15, 1997
   E. VAL CERUTTI

 * PAUL J. EVANSON        Director                 January 15, 1997
   PAUL J. EVANSON

 * SALVATORE MUOIO        Director                 January 15, 1997
   SALVATORE MUOIO

 * RALPH R. PAPITTO       Director                 January 15, 1997
   RALPH R. PAPITTO
 
 * PAUL P. WOOLARD        Director                 January 15, 1997
   PAUL P. WOOLARD

 s/ROBERT E. DOLAN        Chief Financial Officer  January 15, 1997
   ROBERT E. DOLAN        (Principal Financial
                          and Accounting Officer)

*s/ROBERT A. HURWICH     
   ROBERT A. HURWICH
   Attorney-in-fact



        <PAGE>


                               
                        EXHIBIT INDEX


Exhibit No.                 Description                  

         3.      Restated Articles of Incorporation of
                 Registrant (incorporated by reference
                 to Exhibit 3(a) of the Registrant's Annual
                 Report on Form 10-K for the year ended
                 December 31, 1987).

         5.      Opinion of Robert A. Hurwich

        23.      Consents of Experts

                 a.  Ernst & Young LLP
                 b.  Arthur Andersen LLP
                 c.  Deloitte & Touche LLP
                 d.  McGladrey & Pullen, LLP (2)         
                 e.  Robert A. Hurwich (contained in Exhibit 5)
        
        24.      Powers of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14841}]
{"company-data": {"conformed-name": "LYNCH CORP", "cik": "0000061004", "assigned-sic": "4213", "irs-number": "381799862", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19867", "film-number": "97506615"}, "business-address": {"street1": "8 SOUND SHORE DR STE 290", "city": "GREENWICH", "state": "CT", "zip": "06830", "phone": "2036293333"}, "mail-address": {"street1": "8 SOUND SHORE DRIVE", "street2": "SUITE 290", "city": "GREENWICH", "state": "CT", "zip": "06830"}}
As filed with the Commission on January 15, 1997      Registration No. 33-

              SECURITIES AND EXCHANGE COMMISSION

                    WASHINGTON, D.C. 20549
                                      

                           FORM S-8

                    REGISTRATION STATEMENT

                            UNDER

                  THE SECURITIES ACT OF 1933

         

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

             Indiana                                      38-1799862    
 
(State of other jurisdiction of                   (I.R.S.  Employee
incorporation of organization)                    Identification No.)

                     8 Sound Shore Drive
                    Greenwich, Connecticut 06830             
 (Address of Principal Executive Offices, including zip code)

           LYNCH CORPORATION 1994 STOCK OPTION PLAN
                   (Full title of the Plan)

                      Robert A. Hurwich
                          Secretary
                      Lynch Corporation
                     8 Sound Shore Drive
                 Greenwich, Connecticut 06830
                        (203) 629-3333              
             (Name, address and telephone number
          including area code, of agent for service)
                                                                           
               CALCULATION OF REGISTRATION FEE
                                                                           
                                              Proposed
                              Proposed        Maximum
Title of                      maximum         aggregate        Amount of
Securities to  Amount to be   offering price  offering price   registration
be registered  registered (1) per unit(2)       (2)            fee  

Common         24,516 shares  $23.125(2)     $566,933(2)         $172(2)
stock, no par
value per
share
                                                                           
     (1)  Registered to cover shares of Common Stock underlying stock
options.

     (2)  Calculated pursuant to Rules 457 (h) solely for the purpose of
computing the registration fees, upon the basis of the price at which
options under the stock option plan may be exercised, which is $23.125 per
share.
                                          
     In accordance with the provisions of Rule 462 promulgated under the
Securities Act of 1933, this Registration Statement will become effective
upon filing with the Securities and Exchange Commission.
                                           
                           PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents filed with the Securities and Exchange
Commission by Registrant are incorporated herein by reference:

        (1) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995, including Amendments No. 1-4 thereto;

        (2) Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31 (including Form 10-Q/A dated May 15, 1996), June
30 and September 30, 1996;

        (3) the Corporation's Current Reports on Form 8-K dated March
20, March 26, November 12, December 9, 1996, and January 14, 1997, Form 
8-K/A(2) dated January 4, 1996, Form 8-K/A(3) dated February 2, 1996, Form
8-K/A(4) dated March 1, 1996, Form 8-K/A(5) dated March 14, 1996, Form 
8-K/A(6) dated April 19, 1996, Form 8-K/A(7) dated May 14, 1996, Form 8-K/A(8)
dated June 4, 1996, and Form 8-K/A-1 dated April 4, 1996;

        (4) any and all other reports filed by Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since
December 31, 1995, and

        (5) the description of the Registrant's Common Stock contained
in the Registrant's registration statement under the Securities Exchange
Act of 1934 with respect to such Common Stock filed with the Securities
and Exchange Commission, including any amendments or reports filed for the
purpose of updating such description.

        All documents subsequently filed by Registrant with the
Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14,
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing such documents.  Any
statement in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for the
purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement.  Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.  Registrant will provide without charge to each person to whom
this Prospectus is delivered, upon written request of such person, a copy
of any or all documents incorporated herein by reference (other than
exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents).  Requests for such copies
should be delivered to the Secretary of the Registrant at its principal
offices, 8 Sound Shore Drive, Greenwich, Connecticut 06830, (203)
629-3333.

Item 4.     Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable

Item 6. Indemnification of Directors and Officers.

        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 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 $5
million.

        Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors or officers of 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. 

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        The list of Exhibits is incorporated herein by reference to the
Index to Exhibits at page 6.

        The securities being issued hereunder are not being issued
under a plan that is subject to the requirements of ERISA.

Item 9. Undertakings.

        Rule 415 Offering.  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 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 of 1933, 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.

        Filings Incorporating Subsequent Exchange Act Documents by
Reference.  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement 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.

        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 are 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.

        Request for Acceleration of Effective Date or Filing a
Registration Statement on Form S-8.  Insofar as indemnification for
liabilities arising under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of
such issue.

                          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-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the Town of Greenwich, State of Connecticut on
this 15th day of January, 1997.

                                     Lynch Corporation
                                     (Registrant)

                                     By:  /s/ ROBERT E. DOLAN
                                              ROBERT E. DOLAN
                                              Chief Financial Officer and
                                              Controller (Principal
                                              Financial and Accounting
                                              Officer)

        Pursuant to the requirements of the Securities Exchange Act of
1933, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.

     Signature                    Capacity             Date

                          Chairman of the Board of
 * MARIO J. GABELLI         Directors and Chief
   MARIO J. GABELLI         Executive Officer      January 15, 1997
                          (Principal Executive Officer)

 * MORRIS BERKOWITZ       Director                 January 15, 1997
   MORRIS BERKOWITZ

 * E. VAL CERUTTI         Director                 January 15, 1997
   E. VAL CERUTTI

 * PAUL J. EVANSON        Director                 January 15, 1997
   PAUL J. EVANSON

 * SALVATORE MUOIO        Director                 January 15, 1997
   SALVATORE MUOIO

 * RALPH R. PAPITTO       Director                 January 15, 1997
   RALPH R. PAPITTO
 
 * PAUL P. WOOLARD        Director                 January 15, 1997
   PAUL P. WOOLARD

 s/ROBERT E. DOLAN        Chief Financial Officer  January 15, 1997
   ROBERT E. DOLAN        (Principal Financial
                          and Accounting Officer)

*s/ROBERT A. HURWICH     
   ROBERT A. HURWICH
   Attorney-in-fact
EXHIBIT INDEX

Exhibit No.                 Description                  

         3.      Restated Articles of Incorporation of
                 Registrant (incorporated by reference
                 to Exhibit 3(a) of the Registrant's Annual
                 Report on Form 10-K for the year ended
                 December 31, 1987).

         5.      Opinion of Robert A. Hurwich

        23.      Consents of Experts

                 a.  Ernst & Young LLP
                 b.  Arthur Andersen LLP
                 c.  Deloitte & Touche LLP
                 d.  McGladrey & Pullen, LLP (2)         
                 e.  Robert A. Hurwich (contained in Exhibit 5)
        
        24.      Powers of Attorney