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

                                   FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended September 30, 2005
                                              ------------------

Commission file number 1-2257
                       ------

                             TRANS-LUX CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


       Delaware                                           13-1394750
-------------------------------                       -------------------
(State or other jurisdiction of                         (I.R.S.  Employer
incorporation or organization)                        Identification No.)

   110 Richards Avenue, Norwalk, CT                            06856-5090
----------------------------------------                       ----------
(Address of principal executive offices)                       (Zip code)

                                 (203) 853-4321
               --------------------------------------------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes X No
                                       ---  ---

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).  Yes   No X
                                                ---  ---
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.

  Date                       Class                     Shares Outstanding
--------          ------------------------------       ------------------
11/10/05          Common Stock - $1.00 Par Value            973,598
11/10/05          Class B Stock - $1.00 Par Value           286,814
                  (Immediately convertible into a like
                  number of shares of Common Stock.)

<PAGE>

                     TRANS-LUX CORPORATION AND SUBSIDIARIES
<TABLE>
                               Table of Contents

<CAPTIONS>
                                                                                Page No.
Part I - Financial Information (unaudited)                                      --------

         <S>      <C>                                                                <C>
         Item 1.  Consolidated Balance Sheets - September 30, 2005
                  and December 31, 2004 (audited)                                     1

                  Consolidated Statements of Operations - Three and Nine
                  Months Ended September 30, 2005 and 2004                            2

                  Consolidated Statements of Cash Flows - Nine Months
                  Ended September 30, 2005 and 2004                                   3

                  Notes to Consolidated Condensed Financial Statements                4


         Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                          10

         Item 3.  Quantitative and Qualitative Disclosures About Market Risk         15


         Item 4.  Controls and Procedures                                            16

<CAPTIONS>

Part II - Other Information


         <S>      <C>                                                                <C>
         Item 5.  Other Information                                                  17

         Item 6.  Exhibits                                                           17

Signatures                                                                           18

Exhibits
</TABLE>

<PAGE>

                                    Part I - Financial Information
                                    ------------------------------

<TABLE>
                                TRANS-LUX CORPORATION AND SUBSIDIARIES
                                      CONSOLIDATED BALANCE SHEETS
                                              (unaudited)

<CAPTIONS>
                                                                             September 30        December 31
In thousands, except share data                                                  2005                2004
------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>                <C>
ASSETS
Current assets:
  Cash and cash equivalents                                                      $ 8,020            $ 12,398
  Available-for-sale securities                                                      438                 388
  Receivables, less allowance of $959 - 2005 and $711 - 2004                       7,982               5,989
  Unbilled receivables                                                             1,309                 585
  Inventories                                                                      7,140               6,565
  Prepaids and other                                                                 735                 534
                                                                                 -------            --------
    Total current assets                                                          25,624              26,459
                                                                                 -------            --------
Rental equipment                                                                  94,114              90,938
  Less accumulated depreciation                                                   58,387              52,538
                                                                                 -------            --------
                                                                                  35,727              38,400
                                                                                 -------            --------
Property, plant and equipment                                                     39,424              37,747
  Less accumulated depreciation and amortization                                   9,927               8,787
                                                                                 -------            --------
                                                                                  29,497              28,960
Goodwill                                                                           1,004               1,004
Other assets                                                                       6,506               6,291
                                                                                 -------            --------
TOTAL ASSETS                                                                     $98,358            $101,114
                                                                                 =======            ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                               $ 2,594            $  2,413
  Accrued liabilities                                                              6,858               8,536
  Current portion of long-term debt                                                1,861               1,744
                                                                                 -------            --------
    Total current liabilities                                                     11,313              12,693
                                                                                 -------            --------
Long-term debt:
  7 1/2% convertible subordinated notes due 2006                                  12,309              12,309
  8 1/4% limited convertible senior subordinated notes due 2012                   17,868              17,868
  9 1/2% subordinated debentures due 2012                                          1,057               1,057
  Notes payable                                                                   25,742              25,562
                                                                                 -------            --------
                                                                                  56,976              56,796
Deferred credits, deposits and other                                               2,753               2,776
Deferred income taxes                                                              3,592               4,244
                                                                                 -------            --------
Stockholders' equity:
  Capital stock
  Common - $1 par value - 5,500,000 shares authorized,
    2,453,591 shares issued in 2005 and 2,452,942 shares issued in 2004            2,453               2,453
  Class B - $1 par value - 1,000,000 shares authorized,
    286,814 shares issued in 2005 and 287,463 shares issued in 2004                  287                 287
Additional paid-in-capital                                                        13,901              13,901
Retained earnings                                                                 19,908              20,852
Accumulated other comprehensive loss                                                (985)             (1,050)
                                                                                 -------            --------
                                                                                  35,564              36,443

Less treasury stock - at cost - 1,480,050 shares in 2005 and 1,479,714
  shares in 2004 (excludes additional 286,814 shares held in 2005 and
  287,463 shares held in 2004 for conversion of Class B stock)                    11,840              11,838
                                                                                 -------            --------
  Total stockholders' equity                                                      23,724              24,605
                                                                                 -------            --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                       $98,358            $101,114
                                                                                 =======            ========
------------------------------------------------------------------------------------------------------------
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>

                                          1
<PAGE>

<TABLE>
                                              TRANS-LUX CORPORATION AND SUBSIDIARIES
                                              CONSOLIDATED STATEMENTS OF OPERATIONS
                                                           (unaudited)

<CAPTIONS>
                                                                        THREE MONTHS ENDED           NINE MONTHS ENDED
                                                                           SEPTEMBER 30                 SEPTEMBER 30
                                                                       -------------------         --------------------
In thousands, except per share data                                       2005        2004            2005         2004
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>         <C>             <C>          <C>
Revenues:
  Equipment rentals and maintenance                                    $ 3,837     $ 4,211         $11,442      $12,830
  Equipment sales                                                        8,283       6,605          19,395       16,707
  Theatre receipts and other                                             3,236       3,249           9,632        9,969
                                                                       -------     -------         -------      -------
    Total revenues                                                      15,356      14,065          40,469       39,506
                                                                       -------     -------         -------      -------

Operating expenses:
  Cost of equipment rentals and maintenance                              3,188       3,386           9,379        9,930
  Cost of equipment sales                                                5,602       4,363          13,090       11,241
  Cost of theatre receipts and other                                     2,425       2,511           7,072        7,460
                                                                       -------     -------         -------      -------
    Total operating expenses                                            11,215      10,260          29,541       28,631
                                                                       -------     -------         -------      -------

Gross profit from operations                                             4,141       3,805          10,928       10,875
General and administrative expenses                                      3,198       2,843           9,819        9,627
Interest income                                                             63          80             264          132
Interest expense                                                        (1,076)       (952)         (3,116)      (2,841)
Gain on sale of assets                                                       -           -             108        2,536
Other income                                                                22           5              74           49
                                                                       -------     -------         -------      -------
Income (loss) from continuing operations before income taxes,
  income from joint venture and discontinued operation                     (48)         95          (1,561)       1,124


Provision (benefit) for income taxes                                        15          64            (496)         598
Income from joint venture                                                   74          48             253          303
                                                                       -------     -------         -------      -------

Income (loss) from continuing operations                                    11          79            (812)         829

Income from discontinued operation, net of income taxes                      -           -               -          127
                                                                       -------     -------         -------      -------

Net income (loss)                                                      $    11     $    79         $  (812)     $   956
                                                                       =======     =======         =======      =======

Earnings (loss) per share continuing operations:
  Basic                                                                $  0.01     $  0.06         $ (0.64)     $  0.66
  Diluted                                                              $  0.01     $  0.06         $ (0.64)     $  0.50

Earnings per share discontinued operation:
  Basic                                                                $     -     $     -         $     -      $  0.10
  Diluted                                                              $     -     $     -         $     -      $  0.03

Total earnings (loss) per share:
  Basic                                                                $  0.01     $  0.06         $ (0.64)     $  0.76
  Diluted                                                              $  0.01     $  0.06         $ (0.64)     $  0.53

Average common shares outstanding:
  Basic                                                                  1,260       1,261           1,261        1,261
  Diluted                                                                1,260       1,261           1,261        3,863

Cash dividends per share:
  Common stock                                                         $ 0.035     $ 0.035         $ 0.105      $ 0.105
  Class B stock                                                        $0.0315     $0.0315         $0.0945      $0.0945
-----------------------------------------------------------------------------------------------------------------------
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>

                                          2
<PAGE>

<TABLE>
                                         TRANS-LUX CORPORATION AND SUBSIDIARIES
                                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                      (unaudited)
<CAPTIONS>
                                                                                                  NINE MONTHS ENDED
                                                                                                    SEPTEMBER 30
                                                                                                 --------------------
In thousands                                                                                        2005         2004
---------------------------------------------------------------------------------------------------------------------
<S>                                                                                              <C>         <C>
Cash flows from operating activities
Net income (loss)                                                                                $  (812)    $    956
  Income from discontinued operation                                                                   -          127
                                                                                                 -------     --------
  Income (loss) from continuing operations                                                          (812)         829
Adjustment to reconcile net income (loss) to net cash provided by operating activities:
  Depreciation and amortization                                                                    7,229        7,258
  Income from joint venture                                                                         (253)        (303)
  Deferred income taxes                                                                             (640)         810
  Gain on sale of assets                                                                            (108)      (2,536)
  Gain on sale of available-for-sale securities                                                       (1)         (11)
  Changes in operating assets and liabilities:
    Receivables                                                                                   (2,717)      (2,652)
    Inventories                                                                                     (575)        (513)
    Prepaids and other assets                                                                       (272)        (145)
    Accounts payable and accruals                                                                 (1,429)         135
    Deferred credits, deposits and other                                                             (23)         228
                                                                                                 -------     --------
      Net cash provided by operating activities                                                      399        3,100
                                                                                                 -------     --------
Cash flows from investing activities
Equipment manufactured for rental                                                                 (3,176)      (3,304)
Purchases of property, plant and equipment                                                        (1,757)      (1,958)
Purchases of available-for-sale securities                                                          (114)        (239)
Proceeds from sale of available-for-sale securities                                                   32          100
Proceeds from (payments to) joint venture                                                           (125)         150
Proceeds from sale of assets                                                                         200        7,028
                                                                                                 -------     --------
      Net cash provided by (used in) investing activities                                         (4,940)       1,777
                                                                                                 -------     --------
Cash flows from financing activities
Proceeds from long-term debt                                                                       1,753       19,582
Payments of long-term debt                                                                        (1,456)     (24,736)
Cash dividends                                                                                      (132)        (133)
Purchase of treasury stock                                                                            (2)          (1)
                                                                                                 -------     --------
      Net cash provided by (used in) financing activities                                            163       (5,288)
                                                                                                 -------     --------

      Net cash used in discontinued operation                                                          -         (529)
                                                                                                 -------     --------

Net decrease in cash and cash equivalents                                                         (4,378)        (940)
Cash and cash equivalents at beginning of year                                                    12,398       12,022
                                                                                                 -------     --------
Cash and cash equivalents at end of period                                                       $ 8,020     $ 11,082
                                                                                                 =======     ========
---------------------------------------------------------------------------------------------------------------------
Interest paid                                                                                    $ 3,106     $  2,405
Interest received                                                                                    264          110
Income taxes paid                                                                                    346           29
---------------------------------------------------------------------------------------------------------------------
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>

                                          3
<PAGE>

                     TRANS-LUX CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               September 30, 2005
                                  (unaudited)


Note 1 - Basis of Presentation

Financial information included herein is unaudited, however, such information
reflects all adjustments which are, in the opinion of management, necessary for
the fair presentation of the consolidated financial statements for the interim
periods.  The results for the interim periods are not necessarily indicative of
the results to be expected for the full year.  It is suggested that the
September 30, 2005 consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2004.
Certain reclassifications of prior years' amounts have been made to conform to
the current year's presentation.

The Company records compensation expense for its stock-based employee
compensation plans in accordance with the intrinsic-value method prescribed by
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees."  Intrinsic value is the amount by which the market price of the
underlying stock exceeds the exercise price of the stock option or award on the
measurement date, generally the date of grant.  The Company's options are issued
with a strike price equal to the market price of the underlying stock at date of
grant and, accordingly, no compensation cost has been recognized for its stock
option plans.  In December 2004, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 123
(revised 2004), "Share-Based Payment" ("SFAS 123 (revised 2004)").  SFAS 123
(revised 2004) establishes standards that require companies to record the cost
resulting from all share-based payment transactions using the fair value method.
Transition under SFAS 123 (revised 2004) requires using a modified version of
prospective application under which compensation costs are recorded for all
unvested share-based payments outstanding or a modified retrospective method
under which all prior periods impacted by SFAS 123 are restated.  SFAS 123
(revised 2004) is effective, for the Company, as of January 1, 2006, with early
adoption permitted.

                                          4
<PAGE>

<TABLE>

The following table illustrates the effect on net income (loss) and earnings
(loss) per share for the three and nine months ended September 30, 2005 and 2004
if the Company had applied the fair value recognition provisions of SFAS 123 to
stock-based employee compensation using the binomial options-pricing model:

<CAPTIONS>
                                                      Three months ended      Nine months ended
                                                         September 30            September 30
In thousands, except per share data                    2005         2004        2005       2004
-----------------------------------------------------------------------------------------------
<S>                                                   <C>          <C>        <C>         <C>
Net income (loss), as reported                        $  11        $  79      $ (812)     $ 956
Deduct: Total stock-based employee compensation
  expense determined under fair value based
  method for all awards, net of tax                       1            3           8          9
                                                      -----        -----      ------      -----
Pro forma net income (loss)                           $  10        $  76      $ (820)     $ 947
                                                      =====        =====      ======      =====
Earnings (loss) per share:
As reported:
  Basic                                               $0.01        $0.06      $(0.64)     $0.76
                                                      -----        -----      ------      -----
  Diluted                                             $0.01        $0.06      $(0.64)     $0.53
                                                      -----        -----      ------      -----
Pro forma:
  Basic                                               $0.01        $0.06      $(0.66)     $0.75
                                                      -----        -----      ------      -----
  Diluted                                             $0.01        $0.06      $(0.66)     $0.53
                                                      -----        -----      ------      -----
</TABLE>


Note 2 - Inventories

<TABLE>

Inventories consist of the following:

<CAPTIONS>
                               September 30     December 31
In thousands                           2005            2004
-----------------------------------------------------------
<S>                                  <C>             <C>
Raw materials and spare parts        $4,485          $4,704
Work-in-progress                      1,994           1,357
Finished goods                          661             504
                                     ------          ------
                                     $7,140          $6,565
                                     ======          ======
</TABLE>


Note 3 - Long-Term Debt

During the nine months ended September 30, 2005, long-term debt, including
current portion, increased $297,000, due to a $903,000 construction loan to
expand the Company's movie theatre in Dillon, Colorado and borrowing $850,000
against the revolving loan facility to fund the purchase of land in Silver City,
New Mexico for the construction of a new theatre, offset by regular scheduled
payments of long-term debt.

During the fourth quarter of 2004, the Company completed an amendment of its
senior debt, which included a term loan of $10.0 million, a non-revolving line
of credit of up to $6.2 million for the purpose of financing 50% of the
redemption and/or purchase of its outstanding Old Notes on a matching basis and
a revolving loan of up to $5.0 million at variable interest rates ranging from
LIBOR plus 2.25% to Prime plus 0.25% (ranging from 6.315% to 6.852% at September
30, 2005).  The term loan, non-revolving line of credit and revolving loan
mature on January 1, 2012, January 1, 2007 and January 1, 2008, respectively.
Upon maturity of the non-revolving line of credit, it is

                                          5
<PAGE>

convertible into a converted term loan maturing January 1, 2012.  At September
30, 2005, the non-revolving line of credit was fully available as none had been
drawn and $4.1 million was available under the revolving loan facility.  The
credit agreement requires an annual facility fee on the unused commitment of
0.25%, and requires compliance with certain financial covenants, which include a
fixed charge coverage ratio of 1.1 to 1.0, a loan-to-value ratio of not more
than 50%, a leverage ratio of 3.0 to 1.0, maintaining a tangible net worth of
not less than $20.8 million plus 50% of net income and maintaining accounts with
an average monthly compensating balance of not less than $750,000.  At September
30, 2005, the Company was in compliance with such financial covenants.

On April 14, 2004, the Company successfully completed its offer to exchange
$1,000 principal amount of its new 8 1/4% Limited Convertible Senior
Subordinated Notes due 2012 ("New Notes") for each $1,000 principal amount of
its 7 1/2% Convertible Subordinated Notes due 2006 ("Old Notes").  The exchange
offer commenced March 2, 2004 and expired on April 14, 2004.  A total of $17.9
million principal amount of Old Notes were exchanged, leaving $12.3 million
principal amount of Old Notes outstanding.  The New Notes provide for a higher
interest rate, have a longer term, are convertible into Common Stock at a lower
conversion price of $9.00 per share until March 1, 2007 and are senior to the
Old Notes and the Company's 9 1/2% Subordinated Debentures due 2012.


Note 4 - Sale of Assets and Discontinued Operation

Sale of Assets

On June 3, 2004, the Company entered into a sale/leaseback of its Norwalk,
Connecticut headquarters for a sales price of $8.1 million, of which $5.5
million was paid in cash and the balance of $2.6 million is payable, with
interest, four years from closing.  The Company leased back the property for
four years, after which a three-year lease for part of the building will take
effect.  In accordance with SFAS No. 28 "Accounting for Sales with Leasebacks,"
the Company recorded a gain of approximately $2.5 million ($1.5 million, net of
tax), on the sale and deferred $2.2 million of the gain for a total gain of $4.7
million.  The deferred gain represents the present value of the lease payments
over the term of the leaseback and will be recognized proportionately to the
rental charge over the next seven years.  The $2.6 million balance of the
purchase price, included in other assets in the consolidated balance sheets, is
secured by a purchase money mortgage subordinate to a $3.5 million first
mortgage in favor of the purchaser's lender.  In conjunction with the sale, the
Company prepaid $4.9 million of its long-term debt with its senior lenders.

Discontinued Operation

On April 28, 2004, the Company completed an agreement to sell the capital stock
of its Australian subsidiary, Trans-Lux Pty Limited ("PTY"), for $1.7 million in
cash, and the operating results were assumed by the buyer effective as of
February 29, 2004.  In accordance with the provisions of SFAS No. 144,
"Accounting For the Impairment or Disposal of Long-lived Assets," the Company
has accounted for PTY as a discontinued operation.  The consolidated financial
statements reflect the assets and liabilities of the discontinued operation and
the operations for the current and prior periods are reported as a discontinued
operation.

                                          6
<PAGE>

<TABLE>

The following table presents the financial results of the discontinued
operation:

<CAPTIONS>
                                              Nine months ended
In thousands, except per share data          September 30, 2004
---------------------------------------------------------------
<S>                                                       <C>
Revenues                                                  $ 135
Operating expenses                                          126
Gross profit                                                  9
General and administrative expenses                        (126)
Foreign currency gain                                       141
Interest income                                               3
Gain on sale of assets                                      112
Income tax provision                                        (12)
                                                          -----
Income from discontinued operation                        $ 127
                                                          =====
Earnings per share:
  Basic                                                   $0.10
                                                          -----
  Diluted                                                 $0.03
                                                          -----
</TABLE>


Note 5 - Reporting Comprehensive Income (Loss)

<TABLE>

Total comprehensive income (loss) for the three and nine months ended September
30, 2005 and 2004 is as follows:

<CAPTIONS>
                                              Three months ended September 30     Nine months ended September 30
In thousands                                           2005              2004             2005              2004
----------------------------------------------------------------------------------------------------------------
<S>                                                    <C>               <C>             <C>              <C>
Net income (loss)                                      $ 11              $ 79            $(812)           $  956
                                                       ----              ----            -----            ------
Other comprehensive income:
  Unrealized foreign currency translation gain          126               127               86               233
  Unrealized holding gain (loss) on securities          (14)               26              (32)              (11)
  Income taxes related to other comprehensive
    income (loss) items                                   5               (11)              12                 5
                                                       ----              ----            -----            ------
Total other comprehensive income, net of tax            117               142               66               227
                                                       ----              ----            -----            ------
Comprehensive income (loss)                            $128              $221            $(746)           $1,183
                                                       ====              ====            =====            ======
</TABLE>


Note 6 - Business Segment Data

The Company evaluates segment performance and allocates resources based upon
operating income.  The Company's operations are managed in three reportable
business segments.  The Display Division comprises two operating segments,
Indoor display and Outdoor display.  Both design, produce, lease, sell and
service large-scale, multi-color, real-time electronic information displays.
Both operating segments are conducted on a global basis, primarily through
operations in the U.S.  The Company also has operations in Canada.  The Indoor
display and Outdoor display segments are differentiated primarily by the
customers they serve.  The Entertainment/Real Estate segment owns a chain of
motion picture theatres in the western Mountain States.  Segment operating
income is shown after general and administrative expenses directly associated
with the segment and includes the operating results of the joint venture
activities.  Corporate general and administrative items relate to costs that are
not directly identifiable with a segment.  There are no intersegment sales.  Of
the total goodwill of $1,004,000, $938,000 relates to the outdoor display
segment and $66,000 relates to the indoor display segment.

                                          7
<PAGE>

<TABLE>

Information about the Company's operations in its three business segments for
the three and nine months ended September 30, 2005 and 2004 is as follows:

<CAPTIONS>
                                                     Three months ended September 30     Nine months ended September 30
In thousands                                                  2005              2004             2005              2004
-----------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>               <C>              <C>               <C>
Revenues:
  Indoor display                                           $ 4,080           $ 4,666          $11,322           $13,591
  Outdoor display                                            8,040             6,150           19,515            15,946
  Entertainment/real estate                                  3,236             3,249            9,632             9,969
                                                           -------           -------          -------           -------
Total revenues                                              15,356            14,065           40,469            39,506
                                                           =======           =======          =======           =======
Operating income:
  Indoor display                                               353               749            1,052             2,285
  Outdoor display                                              911               462            1,451               619
  Entertainment/real estate                                    712               658            2,330             2,404
                                                           -------           -------          -------           -------
Total operating income                                       1,976             1,869            4,833             5,308
Other income                                                    22                 5              182             2,585
Corporate general and administrative expenses                 (959)             (859)          (3,471)           (3,757)
Interest expense-net                                        (1,013)             (872)          (2,852)           (2,709)
Income tax benefit (provision)                                 (15)              (64)             496              (598)
                                                           -------           -------          -------           -------
Income (loss) from continuing operations                        11                79             (812)              829
Income from discontinued operation, net of tax                   -                 -                -               127
                                                           -------           -------          --------          -------
Net income (loss)                                          $    11           $    79          $  (812)          $   956
                                                           =======          ========          ========          =======
</TABLE>


Note 7 - Components of Net Periodic Pension Cost

In December 2003, the FASB issued SFAS No. 132R, "Employers' Disclosures about
Pensions and Other Postretirement Benefits" ("SFAS 132R").  SFAS 132R revises
the financial statement disclosures required for pension and postretirement
obligations, including new interim disclosures.  As of December 31, 2003, the
benefit service under the pension plan has been frozen and, accordingly, there
is no service cost for the periods ended September 30, 2005 and 2004.

<TABLE>

The following table presents the components of net periodic pension cost:

<CAPTIONS>
                                   Nine months ended September 30     Nine months ended September 30
In thousands                               2005              2004             2005              2004
----------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>              <C>               <C>
Interest cost                             $ 156             $ 152            $ 468             $ 456
Expected return on plan assets             (156)             (148)            (468)             (444)
Amortization of prior service cost            4                 5               12                15
Amortization of net actuarial loss           67                61              201               183
                                          -----             -----            -----             -----
Net periodic pension cost                 $  71             $  70            $ 213             $ 210
                                          =====             =====            =====             =====
</TABLE>


The Company previously disclosed, in its financial statements for the year ended
December 31, 2004, that it expected to contribute $56,000 to its pension plan in
2005.  The Company has elected to contribute an increased amount of $685,000,
which was contributed in July 2005.


Note 8 - Legal Proceedings and Claims

The Company is subject to legal proceedings and claims, which arise in the
ordinary course of its business.  The Company is not a party to any pending
legal proceedings and claims that it believes will have a material adverse
effect on the consolidated financial position or operations of the Company.

                                          8
<PAGE>

Note 9 - Joint Venture

The Company has a 50% ownership in a joint venture partnership, MetroLux
Theatres ("MetroLux"), accounted for by the equity method.

<TABLE>

The following results of operations summary information relates to MetroLux for
the three and nine months ended September 30, 2005 and 2004, and summary balance
sheet information relates to MetroLux as of September 30, 2005 and December 31,
2004:

<CAPTIONS>
                                       Three months ended September 30        Nine months ended September 30
In thousands                                    2005              2004                2005              2004
------------------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>               <C>               <C>
Revenues                                        $765              $778              $2,360            $2,666
Gross profit                                     443               412               1,366             1,485
Net income                                       149                96                 507               606
Company's share of partnership net income         74                48                 253               303
                                                ------------------------------------------------------------

<CAPTIONS>
                                        September 30       December 31
In thousands                                    2005              2004
----------------------------------------------------------------------
<S>                                           <C>               <C>
Current assets                                $  140            $  606
Noncurrent assets                              4,859             3,897
                                              ------            ------
Total assets                                   4,999             4,503
                                              ======            ======

Current liabilities                              469               608
Noncurrent liabilities                         1,468             1,635
                                              ------             -----
Total liabilities                              1,937             2,243
                                              ======            ======
Company's equity in partnership net assets    $1,535            $1,133
                                              ------            ------
</TABLE>

The Company's equity in partnership net assets is reflected in other assets in
the consolidated balance sheets.

                                          9
<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations


Overview

Trans-Lux is a full service, worldwide provider of integrated electronic display
solutions for today's communications environments.  Incorporated in 1920,
Trans-Lux specializes in the design, manufacture, installation and service of
large-scale indoor and outdoor LED electronic display systems for applications
in the financial, banking, gaming, corporate, transportation, entertainment and
sports industries.  Trans-Lux offers unique control systems as well as content
through its partnerships with key data suppliers in the markets the Company
serves.  Trans-Lux has display equipment installed at thousands of locations
around the world, including the world's major financial exchanges.  In addition
to its display business, the Company owns and operates a chain of motion picture
theatres in the western Mountain States.  The Company operates in three
reportable segments:  Indoor Display, Outdoor Display and Entertainment/Real
Estate.

The Indoor display segment includes worldwide revenues and related expenses from
the rental, maintenance and sale of indoor displays.  This segment includes the
financial, gaming, government and corporate markets.  The Outdoor display
segment includes worldwide revenues and related expenses from the rental,
maintenance and sale of outdoor displays.  Included in this segment are the
catalog sports, retail and commercial markets.  In addition, on April 28, 2004,
the Company sold its Australian operations, effective as of February 29, 2004.
The Company has accounted for the Australian operations as a discontinued
operation.  Accordingly, the consolidated financial statements reflect the
assets and liabilities of the discontinued operation and the operations for the
current and prior periods are reported as a discontinued operation (see Note 4).
The Entertainment/Real Estate segment includes the operations of the motion
picture theatres in the western Mountain States and income-producing real estate
properties.


Results of Operations

Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30,
2004

Total revenues for the nine months ended September 30, 2005 increased $963,000
or 2.4% to $40.5 million from $39.5 million for the nine months ended September
30, 2004, principally due to an increase in Outdoor display sales revenues
offset by decreases in Indoor display revenues.

Indoor display revenues decreased $2.3 million or 16.7%.  Of this decrease,
Indoor display equipment sales decreased $1.1 million or 21.4%, primarily due to
a reduction in sales from the gaming market and the timing of recognizing
percentage of completion sales, as the September 30, 2005 backlog is
approximately $1.1 million greater than last year.  Indoor display equipment
rentals and maintenance revenues decreased $1.2 million or 13.8%, primarily due
to disconnects and non-renewals of equipment on rental and maintenance on
existing contracts in the financial services market.  The financial services
market continues to be negatively impacted by the current investment climate,
resulting in consolidation within that industry.  Although the market conditions
appear to be improving, installations of new equipment tend to lag any economic
turnaround.

                                         10
<PAGE>

Outdoor display revenues increased $3.6 million or 22.4%.  Of this increase,
Outdoor display equipment sales increased $3.8 million or 32.9%, in both the
catalog scoreboard business and commercial business.  Outdoor display equipment
rentals and maintenance revenues decreased $223,000 or 5.1%, primarily due to
the continued expected revenue decline in the Outdoor display equipment rentals
and maintenance bases previously acquired.

Entertainment/Real Estate revenues decreased $337,000 or 3.4%, primarily due to
a decrease in overall admissions, which is actually better than the
industry-wide trend this year.  The Company expanded two of its theatre
locations with the opening of two additional screens to it existing five-plex
in Durango, Colorado in April 2004 and two additional screens to its existing
six-plex in Dillon, Colorado in January 2005.

Total operating income for the nine months ended September 30, 2005 decreased
8.9% to $4.8 million from $5.3 million for the nine months ended September 30,
2004, principally due to the reduction in revenues in the Indoor display
segment.

Indoor display operating income decreased $1.2 million or 54.0%, primarily as a
result of the decrease in revenues in the financial services and gaming markets.
The cost of Indoor displays represented 64.9% of related revenues in 2005
compared to 61.9% in 2004.  The cost of Indoor displays as a percentage of
related revenues increased primarily due to the relationship between field
service costs of equipment rentals and maintenance decreasing, and the revenues
from Indoor display equipment rentals and maintenance also decreasing but not at
the same rate.  The Company has been working to restructure its field service
operations and has centralized the dispatch and help desk functions to its Des
Moines, Iowa facility and realigned its field service staff.  Field service
costs in the first nine months of 2005 compared to the first nine months of 2004
were reduced by approximately $108,000.  Indoor display cost of equipment sales
decreased $932,000 or 34.8%, primarily due to the decrease in revenues and the
volume mix.  Indoor display cost of equipment rentals and maintenance decreased
$129,000 or 2.3%, largely due to the reduction in the rentals and maintenance
bases.  Cost of Indoor display equipment rentals and maintenance includes field
service expenses, plant repair costs, maintenance and depreciation.  Indoor
display general and administrative expenses increased $25,000 or 0.9%.

Outdoor display operating income increased $832,000 to $1.5 million, primarily
as a result of the increase in equipment sales.  This increase is primarily due
to the increase in volume of sales in both the catalog scoreboard business and
commercial business.  The cost of outdoor displays represented 77.5% of related
revenues in 2005 compared to 80.0% in 2004.  Outdoor display cost of equipment
sales increased $2.8 million or 32.5%, principally due to the increase in
volume.  Outdoor display cost of equipment rentals and maintenance decreased
$422,000 or 10.0%, primarily due to a decrease in field service costs.  Field
service costs in the first nine months of 2005 compared to the first nine months
of 2004 were reduced by approximately $491,000.  Cost of Outdoor display
equipment rentals and maintenance includes field service expenses, plant repair
costs, maintenance and depreciation.  Outdoor display general and administrative
expenses increased $378,000 or 14.7%, due to an increase in marketing expense,
an increase in commercial outdoor sales payroll and travel and an increase in
the allowance for uncollectible accounts.

                                         11
<PAGE>

Entertainment/Real Estate operating income decreased $74,000 or 3.1%, primarily
due to a decrease in overall admissions, which is actually better than the
industry-wide trend this year.  The cost of Entertainment/real estate
represented 73.4% of related revenues in 2005 compared to 74.8% in 2004.  Cost
of Entertainment/real estate, which includes film rental costs and depreciation
expense, decreased $388,000 or 5.2%, primarily due to the reduction in revenues.
Entertainment/Real Estate general and administrative expenses increased $75,000
due to increased payroll and related benefits.

Corporate general and administrative expenses decreased $286,000 or 7.6%, due to
reductions in insurance expense and payroll benefits.

Net interest expense increased $143,000 or 5.3%, due to an increase in the
interest rates of the variable rate debt and an increase in long-term debt at
September 30, 2005.  The gain on sale of assets relates to the sale of vacant
land in Taos, New Mexico in 2005; and the sale/leaseback of the Company's
Norwalk, Connecticut facility in 2004.  The income from joint venture relates to
the operations of the theatre joint venture, MetroLux Theatres, in Loveland,
Colorado, which decreased $50,000 or 16.5%, due to a decrease in overall
admissions, which is actually better than the industry-wide trend, and a
competitive situation in the area.

The effective tax rate for the nine months ended September 30, 2005 and 2004 was
37.9% and 41.9%, respectively.

Three Months Ended September 30, 2005 Compared to Three Months Ended September
30, 2004

Total revenues for the three months ended September 30, 2005 increased 9.2% to
$15.4 million from $14.1 million for the three months ended September 30, 2004,
principally due to an increase in Outdoor display sales revenues, offset by
decreases in Indoor display revenues.

Indoor display revenues decreased $586,000 or 12.6%.  Of this decrease, Indoor
display equipment sales decreased $277,000 or 13.9%, primarily due to a
reduction in sales from the gaming market and the timing of recognizing
percentage of completion sales, as the September 30, 2005 backlog is
approximately $1.1 million greater than last year.  Indoor display equipment
rentals and maintenance revenues decreased $309,000 or 11.5%, primarily due to
disconnects and non-renewals of equipment on rental and maintenance on existing
contracts in the financial services market.  The financial services market
continues to be negatively impacted by the current investment climate, resulting
in consolidation within that industry.

Outdoor display revenues increased $1.9 million or 30.7%.  Of this increase,
Outdoor display equipment sales increased $2.0 million or 42.3%, in both the
catalog scoreboard business and commercial business.  Outdoor display equipment
rentals and maintenance revenues decreased slightly.

Entertainment/Real Estate revenues decreased $13,000 or 0.4%, primarily due to a
decrease in overall admissions, which is actually better than the industry-wide
trend this year.  The Company expanded two of its theatre locations with the
opening of two additional screens to its existing six-plex in Dillon, Colorado
in January 2005.

                                         12
<PAGE>

Total operating income for the three months ended September 30, 2005 increased
5.7% to $2.0 million from $1.9 million for the three months ended September 30,
2004, principally due to the increase in revenues in the Outdoor display segment
offset by the decrease in revenues in the Indoor display segment.

Indoor display operating income decreased $396,000 or 52.9%, primarily as a
result of the decrease in revenues in the financial services and gaming markets.
The cost of Indoor displays represented 66.8% of related revenues in 2005
compared to 64.9% in 2004.  The cost of Indoor displays as a percentage of
related revenues increased primarily due to the relationship between field
service costs of equipment rentals and maintenance decreasing, and the revenues
from Indoor display equipment rentals and maintenance also decreasing, but not
at the same rate.  The Company continues to strategically address the field
service costs and has centralized the dispatch and help desk functions to its
Des Moines, Iowa facility and realigned its field service staff.  Indoor display
cost of equipment sales decreased $280,000 or 25.6%, primarily due to the
decrease in revenues and the volume mix.  Indoor display cost of equipment
rentals and maintenance decreased $20,000 or 1.0%, largely due to the reduction
in the rentals and maintenance bases.  Cost of Indoor display equipment rentals
and maintenance includes field service expenses, plant repair costs, maintenance
and depreciation.  Indoor display general and administrative expenses increased
$110,000 or 12.4%, due primarily to an increase in the allowance for
uncollectible accounts.

Outdoor display operating income increased $449,000 to $911,000, primarily as a
result of the increase in equipment sales.  This change is primarily due to the
increase in volume of sales in both the catalog scoreboard business and
commercial business.  The cost of outdoor displays represented 75.4% of related
revenues in 2005 compared to 76.8% in 2004.  Outdoor display cost of equipment
sales increased $1.5 million or 46.4%, principally due to the increase in
volume.  Outdoor display cost of equipment rentals and maintenance decreased
$178,000 or 12.3%, primarily due to a decrease in field service costs offset by
an increase in depreciation expense.  Field service costs in the third quarter
of 2005 compared to the third quarter of 2004 were reduced by approximately
$198,000.  Cost of Outdoor display equipment rentals and maintenance includes
field service expenses, plant repair costs, maintenance and depreciation.
Outdoor display general and administrative expenses increased $100,000 or 10.4%,
due to an increase in marketing expense, an increase in commercial outdoor sales
payroll and travel and an increase in the allowance for uncollectible accounts.

Entertainment/Real Estate operating income increased $54,000 or 8.2% to
$712,000, primarily due to cost reductions.  The cost of Entertainment/real
estate represented 74.9% of related revenues in 2005 compared to 77.3% in 2004.
Cost of Entertainment/real estate, which includes film rental costs and
depreciation expense, decreased $86,000 or 3.4%, primarily due to the reduction
in revenues.  Entertainment/Real Estate general and administrative expenses
increased $45,000 or 35.2%, due to an increase and payroll and related benefits.

Corporate general and administrative expenses increased $100,000 or 11.6%, due
to an increase in certain benefit costs and a reduction in the foreign currency
gain of $30,000 compared to the prior year.

                                         13
<PAGE>

Net interest expense increased $141,000 or 16.2%, due to an increase in the
interest rates of the variable rate debt and an increase in long-term debt at
September 30, 2005.  The income from joint venture relates to the operations of
the theatre joint venture, MetroLux Theatres, in Loveland, Colorado, which
increased $26,000 or 54.2%, due to a reduction in certain overhead costs.

The effective tax rate for the three months ended September 30, 2005 and 2004
was 57.7% and 44.8%, respectively.

Liquidity and Capital Resources

The regular quarterly cash dividend for the third quarter of 2005 of $0.035 per
share on the Company's Common Stock and $0.0315 per share on the Company's Class
B Stock was declared by the Board of Directors on September 26, 2005, payable to
stockholders of record as of October 7, 2005, and was paid October 28, 2005.

During the fourth quarter of 2004, the Company completed an amendment of its
senior debt, which included a term loan of $10.0 million, a non-revolving line
of credit of up to $6.2 million for the purpose of financing 50% of the
redemption and/or purchase of its outstanding Old Notes on a matching basis and
a revolving loan of up to $5.0 million at variable interest rates ranging from
LIBOR plus 2.25% to Prime plus 0.25% (ranging from 6.315% to 6.852% at September
30, 2005).  The term loan, non-revolving line of credit and revolving loan
mature on January 1, 2012, January 1, 2007 and January 1, 2008, respectively.
Upon maturity of the non-revolving line of credit, it is convertible into a
converted term loan maturing January 1, 2012.  At September 30, 2005, the non-
revolving line of credit was fully available as none had been drawn and $4.1
million was available under the revolving loan facility.  The credit agreement
requires an annual facility fee on the unused commitment of 0.25%, and requires
compliance with certain financial covenants, which include a fixed charge
coverage ratio of 1.1 to 1.0, a loan-to-value ratio of not more than 50%, a
leverage ratio of 3.0 to 1.0, maintaining a tangible net worth of not less than
$20.8 million, plus 50% of net income and maintaining accounts with an average
monthly compensating balance of not less than $750,000.  At September 30, 2005,
the Company was in compliance with such financial covenants.

During the second quarter of 2004, the Company successfully completed its offer
to exchange $1,000 principal amount of its new 8 1/4% Limited Convertible Senior
Subordinated Notes due 2012 ("New Notes") for each $1,000 principal amount of
its 7 1/2% Convertible Subordinated Notes due 2006 ("Old Notes").  The exchange
offer commenced March 2, 2004 and expired on April 14, 2004.  A total of $17.9
million principal amount of Old Notes were exchanged, leaving $12.3 million
principal amount of Old Notes outstanding.  The New Notes provide for a higher
interest rate, have a longer term, are convertible into Common Stock at a lower
conversion price of $9.00 per share until March 1, 2007 and are senior to the
Old Notes and the Company's 9 1/2% Subordinated Debentures due 2012.

Under various agreements, the Company is obligated to make future cash payments
in fixed amounts.  These include payments under the Company's long-term debt
agreements, including the 7 1/2% Convertible Subordinated Notes not exchanged
in the Exchange Offer that mature December 1, 2006, employment and consulting
agreement payments and rent payments required under operating lease agreements.

                                         14
<PAGE>

<TABLE>

The following table summarizes the Company's fixed cash obligations as of
September 30, 2005 for the remainder of 2005 and the next four years:

<CAPTIONS>
                                  Remainder of
In thousands                              2005          2006         2007         2008         2009
------------                            ------       -------       ------       ------       ------
<S>                                     <C>          <C>           <C>          <C>          <C>
Long-term debt including interest       $  942       $18,119       $4,765       $7,944       $4,378
Employment and consulting
  agreement obligations                    444         1,566        1,588        1,416          851
Operating leases                           188           708          582          387          252
                                        ------       -------       ------       ------       ------
Total                                   $1,574       $20,393       $6,935       $9,747       $5,481
                                        ======       =======       ======       ======       ======
</TABLE>

Cash and cash equivalents decreased $4.4 million for the nine months ended
September 30, 2005 compared to a decrease of $940,000 in 2004.  The decrease in
2005 is primarily attributable to investment in equipment for rental, expansion
of the Company's movie theatre in Dillon, Colorado, and scheduled payments of
long-term debt.  This decrease is offset by proceeds received from loan
borrowings of $1.8 million and cash provided by operating activities of
$399,000, which is $2.7 million less than the cash provided by operating
activities of $3.1 million for 2004, largely due to the decrease in accounts
payable and accruals.  The increase in 2004 is primarily attributable to cash
provided by operating activities of $3.1 million, proceed from the
sale/leaseback of the Company's Norwalk, Connecticut facility, proceeds from the
sale of the Company's Australian subsidiary and proceeds received from
construction loan borrowings, offset by investment in equipment for rental,
expansion of the Company's movie theatre in Durango, Colorado and scheduled
payments of long-term debt.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

The Company may, from time to time, provide estimates as to future performance.
These forward-looking statements will be estimates, and may or may not be
realized by the Company.  The Company undertakes no duty to update such
forward-looking statements.  Many factors could cause actual results to differ
from these forward-looking statements, including loss of market share through
competition, introduction of competing products by others, pressure on prices
from competition or purchasers of the Company's products, interest rate and
foreign exchange fluctuations, terrorist acts and war.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to interest rate risk on its long-term debt.  The Company
manages its exposure to changes in interest rates by the use of variable and
fixed interest rate debt.  In addition the Company is exposed to foreign
currency exchange rate risk mainly as a result of investment in its Canadian
subsidiary and previously its Australian subsidiary.  The Company may, from time
to time, enter into derivative contracts to manage its interest risk.  The
Company does not enter into derivatives for trading or speculative purposes.  At
September 30, 2005, the Company did not hold any derivative financial
instruments.

                                         15
<PAGE>

A one percentage point change in interest rates would result in an annual
interest expense fluctuation of approximately $266,000.  A 10% change in the
Canadian dollar relative to the U.S. dollar would result in a currency exchange
fluctuation of approximately $167,000, based on dealer quotes, considering
current exchange rates.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures.  The Company's President and
Co-Chief Executive Officer, Michael R. Mulcahy, the Company's Executive Vice
President and Co-Chief Executive Officer, Thomas Brandt, and the Company's
Executive Vice President and Chief Financial Officer, Angela D. Toppi, have
evaluated the effectiveness of the design and operation of its disclosure
controls and procedures as of the end of the period covered by this quarterly
report.  Based on this evaluation, our Co-Chief Executive Officers and Chief
Financial Officer have concluded that the Company's disclosure controls and
procedures are effective to ensure that material information required to be
disclosed by the Company in the reports that are filed or submitted under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission's
rules and forms.  The disclosure controls and procedures are designed to provide
reasonable assurance that such information is accumulated and communicated to
the Co-Chief Executive Officers and Chief Financial Officer.  The disclosure
controls and procedures include components of our internal controls over
financial reporting.  The Company's Co-Chief Executive Officers' and Chief
Financial Officer's assessment of the effectiveness of the internal controls
over financial reporting is expressed at the level of reasonable assurance
because a control system, no matter how well designed and operated, can provide
only reasonable, but not absolute, assurance that the control system's
objectives will be met.


Changes in Internal Control over Financial Reporting.  There has been no change
in the Company's internal control over financial reporting, that occurred in the
third fiscal quarter, that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.

                                         16
<PAGE>


Part II - Other Information


Item 5.  Other Information

During the quarter for which this report on Form 10-Q is filed, the registrant
filed a Form 8-K dated August 12, 2005, containing a press release pertaining to
the financial performance for the second quarter of 2005.


Item 6.  Exhibits

         31.1 Certification of Michael R. Mulcahy, President and Co-Chief
              Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as
              adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

         31.2 Certification of Thomas Brandt, Executive Vice President and
              Co-Chief Executive Officer, pursuant to Rule 13a-14(a) and
              15d-14(a), as adopted pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002.

         31.3 Certification of Angela D. Toppi, Executive Vice President and
              Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a),
              as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
              2002.

         32.1 Certification of Michael R. Mulcahy, President and Co-Chief
              Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         32.2 Certification of Thomas Brandt, Executive Vice President and
              Co-Chief Executive Officer, pursuant to 18 U.S.C. Section 1350,
              as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
              2002.

         32.3 Certification of Angela D. Toppi, Executive Vice President and
              Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as
              adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


                                         17
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                       TRANS-LUX CORPORATION
                                       ---------------------
                                           (Registrant)

Date:  November 14, 2005

                                       /s/ Angela D. Toppi
                                       -----------------------------
                                       Angela D. Toppi
                                       Executive Vice President and
                                       Chief Financial Officer



                                         18