PLEDGE AND SECURITY INTEREST AGREEMENT


     PLEDGE AND SECURITY INTEREST AGREEMENT ("Agreement") dated as
of the 17th day of March, 1997, by and between Gabelli Funds, Inc.,
a New York corporation, and Gabelli Securities, Inc., a New York
corporation (collectively "Lenders"), and Lynch Corporation, an
Indiana corporation ("LC"), and Lynch Michigan Telephone Holding
Corporation ("LMT").

                            WITNESSETH

     WHEREAS, LC owns all of the issued and outstanding shares of
stock of Lynch Entertainment Corporation ("LEC") and Lynch
Entertainment Corporation II ("LEC II"), which stock has been
pledged to Gabelli Funds, Inc. pursuant to a Pledge and Security
Interest Agreement dated as of August 12, 1997, and LMT owns 5,123
shares of Common Stock of Upper Peninsula Telephone Company
("UPTC") and expects to acquire the remaining outstanding shares
of UPTC shortly, (all such shares, plus any additional shares of
UPTC, which LMT may acquire, being referred to herein as the
"Shares").

     WHEREAS, to induce Lenders to make loans aggregating
$10,000,000 (the "Loans") to LC pursuant to Promissory Notes dated
March 17, 1997 (the "Promissory Notes"), LC and LMT have agreed to
pledge the Shares to Lenders, all as security for the repayment of
all amounts due to Lenders under the Promissory Notes.

     NOW THEREFORE, in consideration of the promises and the mutual
representations, warranties and covenants herein contained, the
parties hereto agree as follows:

     1.   PLEDGE AND SECURITY INTEREST.
               A.   In consideration of the Loans from the Lenders to LC and
          other good and valuable consideration accruing to each
          of the parties pledging or granting a security interest
          hereunder, each of LC and LMT, as to the collateral
          owned by it,  hereby grants a security interest to
          Lenders in the Shares, as collateral, together with
          stock powers duly endorsed in blank.  The Lenders shall
          hold the Shares, as security for the payment of all
          amounts due under the Promissory Notes, and shall not
          register the Shares in any other name, encumber, give up
          possession or control of, assign, transfer, dispose of
          or take any other action with respect to the Shares,
          except in accordance with the provisions of Section 5 of
          this Agreement.

               B.   If any person, entity or agency should claim that any
          pledge, or grant of a security interest, under this
          Agreement (i) would violate any law or require the
          consent (which is not received) of any governmental
          agency, (ii) would violate any provision, including any
          restriction on transfer or similar provisions, or cause
          a default under, any existing agreement to which the
          parties hereto or any of their subsidiaries or any
          entities in which the parties hereto or their
          subsidiaries have an interest are parties or by which
          any of their assets are bound or (iii) would give any
          other person, entity or agency a right to acquire under
          an existing agreement any assets owned by the parties
          hereto, their subsidiaries or any entities which the
          parties hereto or their subsidiaries have an interest
          in, LC shall use its best efforts (a) to determine the
          validity of such claim and, if it believes the claim
          might be valid, (b) to remedy or seek a waiver or other
          relief with respect thereto; provided, however, that if
          the claim is legally valid, the pledge or grant of the
          security interest under this Agreement shall be deemed
          void ab initio and not to have been made, but only to
          the extent necessary to make the claim not legally
          valid, and Lenders will confirm that it has no pledge or
          security interest to such extent.  If any pledge or
          grant of securities shall be deemed void and not to have
          been made under this Section 1, LC shall use its best
          efforts to grant or cause to be granted to Lenders
          pledges or securities interests in other assets to
          collateralize appropriately the Loans. 
                    
     2.   DISTRIBUTIONS.
          During the term of this pledge and security interest, and so
     long as LC is not in default under the Promissory Notes, all
     cash dividends, interest, distributions and other cash
     amounts received by LC or LMT as a result of their respective
     record ownership of the Shares, shall belong to LC or LMT, as
     the case may be.

     3.   VOTING RIGHTS.
          During the term of this pledge and security interest, and so
     long as LC is not in default under the Promissory Notes, LC
     and LMT shall have the right to vote the Shares (including
     the giving of written consents) on all corporate questions or
     actions requiring shareholder approval; provided that (A) LC
     and LMT shall not, without the prior written consent of
     Lenders, vote the Shares (i) in a manner which would cause LC
     to be in breach of the terms of this Agreement or the
     Promissory Notes, or (ii) in favor of any amendment to the
     Certificates of Incorporation of UPTC, LEC or LEC II, the
     liquidation or dissolution of UPTC, LEC or LEC II, any
     merger, consolidation or reorganization of UPTC, LEC or LEC
     II, or any sale of substantially all of the assets of UPTC,
     LEC or LEC II, except that UPTC may enter into a Plan of
     Share Exchange substantially in the form attached as Exhibit
     A hereto.  In addition, LC and LMT agree that they will cause
     UPTC, LEC and LEC II not, without the prior written consent
     of Lenders, to vote to issue any additional shares or equity
     securities or rights to acquire shares or equity securities,
     or redeem any of its outstanding equity securities.

     4.   ADJUSTMENTS.
          In the event that, during the term of this pledge and
     security interest, any stock dividend, reclassification,
     readjustment, or other change is declared or made in the
     capital structure of UPTC, LEC or LEC II, all new,
     substituted, or additional shares, or other securities,
     issued in respect of the Shares by reason of any such change
     shall be delivered to Lenders by LC or LMT and held by the
     Lenders under the terms of this Agreement in the same manner
     as the Shares.

     5.   DEFAULT.
          In the event that LC defaults in the performance of any of
     its obligations under either of the Promissory Notes, and
     such default is not cured within twenty (20) business days
     after receipt by LC of a written notice advising of same, the
     Lenders shall have the rights and remedies available to the
     Lenders as secured lenders under the Promissory Notes, this
     Agreement and applicable law.

6.   TERMINATION.
          The security interest granted under this Agreement in the
     Shares shall terminate upon the full payment by LC of all of
     its obligations under both of the Promissory Notes, and the
     Lenders shall immediately redeliver the Shares to LC or LMT,
     as the case may be.

7.   CERTIFICATES.
          The Certificate for the Shares shall bear a legend as
     follows: "This Certificate has been delivered to, and is
     being held by, Gabelli Funds, Inc., a New York corporation,
     and Gabelli Securities, Inc., a New York corporation
     (collectively the "Lenders") as  security for loans, pursuant
     to, and subject to the terms of, a Pledge and Security
     Interest Agreement dated as of March 18, 1997 between
     Lenders, Lynch Corporation, an Indiana corporation, and Lynch
     Michigan Telephone Holding Corporation, a Michigan
     corporation."

     8.   NOTICES.

          All notice, requests, demands or other communication
     hereunder shall be in writing, and shall be delivered to the
     parties at the addresses set forth below (or to such other
     person or entity or address as either party may specify by
     due notice to the other party) and shall be deemed to have
     been duly given if delivered or mailed, first class postage
     prepaid:

               (a)  If to Lenders:
                    Gabelli Funds, Inc.
                    Gabelli Securities, Inc.
                    555 Theodore Fremd Avenue
                    Suite C-300
                    Rye, NY 10580-1430
                    Attn:
                    Copy to: General Counsel at the same address

               (b)  If to LC or LMT:
                    c/o Lynch Corporation
                    8 Sound Shore Drive, Suite 290
                    Greenwich, CT 06830
                    Attn: Robert E. Dolan
                    Copy to: General Counsel at the same address

     9.   GOVERNING LAW.

          This Agreement shall be governed by and construed in
     accordance with the laws of the State of New York, including
     without limitation Article 9 of the New York Uniform
     Commercial Code.
     IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day and year hereinabove set forth.

ATTEST:                       GABELLI FUNDS, INC.           



                              By:                        


ATTEST:                       GABELLI SECURITIES, INC.



                              By:                        

ATTEST:                       LYNCH CORPORATION


                              By:                        
Robert A. Hurwich                Robert E. Dolan 
Secretary                        Chief Financial Officer

ATTEST:                       LYNCH MICHIGAN TELEPHONE HOLDING
                              CORPORATION


                              By:                        
                                  Robert E. Dolan
                                  President