SECURITIES & EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2000

                                       or

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from            to

Commission File No. 1-106


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


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


401 Theodore Fremd Avenue, Rye, New York                     10580
(Address of principal executive offices)                   (Zip Code)

                                 (914) 921-7601
               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 the number of shares outstanding of each of the Registrant's classes of
Common Stock, as of the latest practical date.

            Class                                    Outstanding at May 12, 2000

Common Stock, no par value                                   1,510,183


<PAGE>




                                      INDEX

                       LYNCH CORPORATION AND SUBSIDIARIES


PART I.     FINANCIAL INFORMATION


Item 1.  Financial Statements (Unaudited)

                  Condensed Consolidated Balance Sheets:
                    -      March 31, 2000
                    -      December 31, 1999

                  Condensed Consolidated Statements of Operations:
                    -      Three months ended March 31, 2000 and 1999

                  Condensed Consolidated Statements of Cash Flows:
                    -      Three months ended March 31, 2000 and 1999

                  Notes to Condensed Consolidated Financial Statements:


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


Item 3.  Quantitative and Qualitative Disclosure About Market Risk


PART II.    OTHER INFORMATION

Item 2.   Changes in Securities and Use of Proceeds

Item 6.  Exhibits and Reports on Form 8-K


SIGNATURES




















<PAGE>

Part 1 - FINANCIAL INFORMATION -
Item 1 - Financial Statements
<TABLE>

                       LYNCH CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)

<CAPTION>
                                                             March 31    December 31
                                                               2000          1999
                                                            (unaudited)       (A)
                                                            -----------       ---
ASSETS
CURRENT ASSETS:
<S>                                                          <C>          <C>
   Cash and Cash Equivalents .............................   $  23,543    $  13,106
   Receivables, less allowances of $412 and $361 .........      28,147       24,642
   Inventories ...........................................      30,957       31,680
   Deferred income tax benefits ..........................       8,943        8,943
   Other current assets ..................................       1,463        1,303
                                                                 -----        -----

   TOTAL CURRENT ASSETS ..................................      93,053       79,674

Restricted Cash ..........................................      20,907       56,026

PROPERTY, PLANT AND EQUIPMENT:
   Land ..................................................         672          672
   Buildings and improvements ............................      11,028       11,015
   Machinery and Equipment ...............................      55,312       54,529
                                                                ------       ------

                                                                67,012       66,216
Accumulated Depreciation .................................     (23,410)     (22,137)
                                                               -------      -------
                                                                43,602       44,079

EXCESS OF COST OVER FAIR VALUE OF NET ASSETS ACQUIRED, NET      21,822       22,020
OTHER ASSETS .............................................       8,253        9,393
                                                                 -----        -----

   TOTAL ASSETS ..........................................   $ 187,637    $ 211,192
                                                             =========    =========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
   Notes payable to banks ................................   $  22,470    $  23,178
   Trade accounts payable ................................      16,783       14,404
   Accrued interest payable ..............................       3,644        2,426
   Accrued liabilities ...................................      14,642       13,956
   Customer advances .....................................       3,015          860
   Current maturities of long-term debt ..................       1,823        1,636
                                                                 -----        -----

   TOTAL CURRENT LIABILITIES .............................      62,377       56,460

LONG-TERM DEBT ...........................................      83,284      116,765
DEFERRED INCOME TAXES ....................................       6,225        6,225
OTHER LONG-TERM LIABILITIES ..............................       5,080        4,866
MINORITY INTERESTS .......................................      11,184       10,885

SHAREHOLDERS' EQUITY
   COMMON STOCK, NO PAR VALUE - 10,000,000 SHARES
    AUTHORIZED; 1,513,191 and 1,471,191 shares issued ....       5,139        5,139
   ADDITIONAL PAID-IN CAPITAL ............................      10,111        8,302
   RETAINED EARNINGS .....................................       4,339        3,843
   ACCUMULATED OTHER COMPREHENSIVE (LOSS) ................         (40)         (40)
   TREASURY STOCK OF 3,008 AND 52,943 SHARES, AT COST ....         (62)      (1,253)
                                                                    ---       ------
TOTAL SHAREHOLDERS' EQUITY ...............................      19,487       15,991
                                                                ------       ------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ...............   $ 187,637    $ 211,192
                                                             =========    =========
<FN>
(A) The Balance  Sheet at December  31, 1999 has been  derived  from the Audited
Financial  Statements at that date, but does not include all of the  information
And footnotes required by generally accepted accounting  principles for complete
Financial statements.
</FN>

See accompanying notes
</TABLE>
<PAGE>

<TABLE>

                       LYNCH CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In Thousands, except share amounts)

<CAPTION>
                                                                                        Three Months Ended
                                                                                             March 31
                                                                                        2000         1999
                                                                                        ----         ----

<S>                                                                                <C>            <C>
SALES AND REVENUES .............................................................   $    52,474    $    46,411

Costs and expenses:
   Manufacturing cost of sales .................................................        46,327         41,771
   Selling and administrative ..................................................         5,756          4,502
   Restructuring charge ........................................................           533            450
                                                                                           ---            ---
OPERATING (LOSS) ...............................................................          (142)          (312)

Other income (expense):
   Investment income ...........................................................           688             11
   Interest expense ............................................................        (3,450)        (2,201)
                                                                                        ------         ------
                                                                                        (2,762)        (2,190)
                                                                                        ------         ------

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES,
   MINORITY INTERESTS, DISCONTINUED OPERATIONS AND
   EXTRAORDINARY ITEM ..........................................................        (2,904)        (2,502)

Benefit from income taxes ......................................................         1,064            966
Minority interests .............................................................         1,082            561
                                                                                         -----            ---

LOSS FROM CONTINUING OPERATIONS BEFORE DISCONTINUED OPERATIONS
   AND EXTRAORDINARY ITEM ......................................................          (758)          (975)

DISCONTINUED OPERATIONS:
   (Loss) from operations of Lynch Interactive
    Corporation distributed to shareholders (less income tax
    benefit of $4,647 and minority interests of $199) ..........................             0         (9,465)

   Loss from  discontinued  operations of  industrial  tape segment of Spinnaker
    Industries (less applicable income tax
    benefit of $647 and minority interests of $420) ............................             0           (551)

EXTRAORDINARY ITEM
   Gain on early extinguishments of debt (less income tax
    provision of $1,577 and minority interest of $1,381) .......................         1,254              0
                                                                                         -----          -----

NET INCOME (LOSS) ..............................................................   $       496    ($   10,991)
                                                                                   ===========    ===========

   Weighted average shares outstanding .........................................     1,433,000      1,418,000

Basic and diluted earnings per share:
   Loss from continuing operations before discontinued operations ..............   ($     0.53)   ($     0.69)
   Income (loss) from Lynch Interactive Corporation ............................          0.00          (6.67)
   Income (loss) from discontinued operations ..................................          0.00          (0.39)
   Extraordinary item ..........................................................          0.88           0.00
                                                                                          ----           ----

NET INCOME (LOSS) ..............................................................   $      0.35    ($     7.75)
                                                                                   ===========    ===========



See accompanying notes
</TABLE>


<PAGE>



<TABLE>
                       LYNCH CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)

<CAPTION>

                                                                             Three Months Ended
                                                                                  March 31
                                                                             2000          1999
                                                                             ----          ----
OPERATING ACTIVITIES

<S>                                                                        <C>         <C>
Net income (loss) ......................................................   $    496    ($10,991)
Adjustments to reconcile net income (loss) to net cash provided by
Operating activities:
  Loss from operations of Lynch Interactive Corporation ................          0       9,465
  Loss from operations of industrial tape segment ......................          0         551
  Extraordinary item ...................................................     (1,254)          0
  Depreciation and amortization ........................................      1,524       1,484
  Amortization of deferred financing charges ...........................        278         205
  Deferred taxes .......................................................          0         458
  Minority interests ...................................................     (1,082)       (561)
  Changes in operating assets and liabilities:
    Receivables ........................................................     (3,505)        144
    Inventories ........................................................        723      (3,399)
    Accounts payable and accrued liabilities ...........................      6,438       6,457
    Other ..............................................................       (438)     (1,365)
                                                                               ----      ------

Cash provided by (used in) operating activities of continuing operations      3,180       2,448
                                                                              -----       -----

INVESTING ACTIVITIES

Capital expenditures ...................................................       (796)       (767)
Other ..................................................................        (53)       (587)
                                                                                ---        ----

Cash provided by (used in) investing activities of continuing operations       (849)     (1,354)
                                                                               ----      ------

FINANCING ACTIVITIES

Change in notes payable ................................................       (708)     (4,813)
Repayment & buy back of long-term debt .................................    (30,659)         25
Deferred financing costs ...............................................        (69)       (123)
Sale of common stock ...................................................      3,000           0
Other ..................................................................      1,423        (765)
                                                                              -----        ----

Cash provided by (used in) operating activities of continuing operations    (27,013)     (5,676)
                                                                            -------      ------

Net decrease in cash and cash equivalents ..............................    (24,682)     (4,582)
Cash provided by Lynch Interactive Corporation .........................          0         357
Cash provided by (used in) industrial tape segment .....................          0       3,671
                                                                             ------       -----

Increase/decrease in cash and cash equivalents .........................    (24,682)       (554)
Cash and cash equivalents at beginning of period including $56,026 of
  Restricted Cash at December 31, 1999 .................................     69,132       1,132
                                                                             ------       -----

Cash and cash equivalents at end of period including $20,907 of
  Restricted Cash at March 31, 2000 ....................................   $ 44,450    $    578
                                                                           ========    ========

See accompanying notes
</TABLE>






<PAGE>
Notes to Condensed Consolidated Financial Statements

A.     Subsidiaries of the Registrant

As of March 31, 2000, after the effect of the distribution of Lynch  Interactive
Corporation and the sale of the industrial tape segment of Spinnaker Industries,
Inc. (see Notes C and D), the  Subsidiaries  of the  Registrant  are as follows:
Subsidiary Owned by Lynch
<TABLE>

<S>                                          <C>
Lynch Display Technologies, Inc. .......     100.0%
Lynch Systems, Inc. ....................      92.0%
 Lynch International Holding Corporation      92.0%
 Lynch-AMAV LLC ........................      69.0%
M-tron Industries, Inc. ................     100.0%
   M-tron Industries, Ltd. .............     100.0%
   Spinnaker Industries, Inc. ..........   47.6%(O)/60.4%(V)
     Entoleter, Inc. ...................   47.6%(O)/60.4%(V)
     Spinnaker Coating, Inc. ...........   47.6%(O)/60.4%(V)
      Spinnaker Coating-Maine, Inc. ....   47.6%(O)/60.4%(V)


 Notes: (V)=Percentage voting control; (O)=Percentage of equity ownership
</TABLE>

B.       Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States for interim  financial  information  and with the  instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the  information  and  footnotes  required by generally  accepted  accounting
principles for complete financial statements.  In the opinion of the management,
all adjustments  (consisting of normal recurring accruals)  considered necessary
for a fair  presentation  have been  included.  Operating  results for the three
month period ended March 31, 2000 are not necessarily  indicative of the results
that  may be  expected  for the year  ending  December  31,  2000.  For  further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto  included in the  Registrant's  Annual  Report on Form 10-K for the year
ended December 31, 1999.

The accompanying  unaudited condensed  consolidated financial statements reflect
the spin off of Lynch Interactive Corporation from Lynch Corporation ("Lynch" or
"Registrant")  that  occurred in the third  quarter of 1999 (see Note D) and the
sale of the industrial tape segment of Spinnaker Industries, Inc., that occurred
in the third quarter of 1999 (see Note C).

C.    Discontinued Operations

In the third  quarter of 1999,  the Company's  48% owned  subsidiary,  Spinnaker
Industries,  Inc. sold its two industrial tape units,  Central  Products Company
and Spinnaker  Electrical,  which  comprised  its  industrial  tape segment,  to
Intertape Polymer Group, Inc. ("Intertape").  The consideration for the sale was
approximately  $105 million and 300,000 five-year warrants to purchase shares of
Intertape  common  stock at  $29.50  each.  Spinnaker  recognized  a gain on the
transactions  of $24 million before tax and the Registrant  recognized a similar
gain before income tax and minority  interests.  The agreement to sell Spinnaker
Electrical  was  completed  on July 30, 1999 and the  agreement  to sell Central
Products was completed on August 10, 1999. As a result, the Company's industrial
tape segment is being reported as  discontinued  operations in the  accompanying
condensed consolidated financial statements.  Accordingly,  operating results of
the industrial tape segment have been segregated from continuing  operations and
reported as a separate line item on the statements of operations.

Lynch has restated its prior year financial  statements to present the operating
results  of  the  industrial  tape  segment  as a  discontinued  operation.  The
industrial  tape  segment's  net sales were $29.5  million  for the  three-month
period ended March 31, 1999.

D.       Spin Off

On August 12, 1999,  the Board of Directors  approved a plan to  distribute  the
stock of Lynch Interactive Corporation ("Interactive") on a one for one basis to
the  shareholders  of  Lynch  ("Spin  Off").  Lynch  completed  the  Spin Off on
September 1, 1999 to stockholders of record on August 23, 1999.  Pursuant to the
Spin Off, each Lynch  shareholder  received one share of  Interactive  stock for
each share of Lynch owned.  Lynch had received a private  letter ruling from the
Internal  Revenue  Service  that  the  Spin  Off  would  be tax  free  to  Lynch
shareholders.  Interactive  is listed on the American  Stock  Exchange under the
symbol "LIC."

Interactive owns all of what was Lynch's multimedia and service businesses while
Lynch  retains the  manufacturing  businesses.  Interactive  owns the  telephone
companies,  television  interests and PCS  interests,  as well as the 55% equity
interest of The Morgan Group, Inc. In addition,  Interactive owns a 13.6% equity
interest in Spinnaker  Industries,  Inc.  Lynch owns a 47.6% equity  interest in
Spinnaker (60.4% of voting  interest),  as well as M-tron  Industries,  Inc. and
Lynch Systems, Inc.

As a result,  the Company's  multimedia and services segments are being reported
as  operations   distributed  to  shareholders  in  the  accompanying  condensed
consolidated financial statements. Accordingly, operating results of Interactive
have been segregated from continuing  operations and reported as a separate line
item on the statement of operations.

Lynch  has  restated  its prior  period  financial  statements  to  present  the
operating  results  on a  comparable  basis.  Interactive's  net  sales  for the
three-month period ended March 31, 1999 were $48.7 million.

In the third  quarter of 1999,  Lynch  acquired  by merger,  all of the stock of
Central Scott Telephone Company. This company became part of Interactive and was
included in the Spin Off.

Interactive  and Lynch have entered into certain  agreements  governing  various
ongoing  relationships,  including the  provision of support  services and a tax
allocation  agreement.  The tax allocation agreement provides for the allocation
of  tax  attributes  to  each  company  as if it had  actually  filed  with  the
respective tax authority. At the Spin Off, the employees of the corporate office
of Lynch  became the  employees  of  Interactive  and  Interactive  will provide
certain  corporate  management  service  to  Lynch,  which  will  be  charged  a
management fee for these services.

Net assets of  approximately  $23 million were distributed to Interactive at the
Spin Off.



<PAGE>

E.    Inventories

Inventories are stated at the lower of cost or market value.  At
March 31, 2000,  inventories  were valued by three methods:  last-in,  first-out
(LIFO) - 18%,  specific  identification - 80%, and first-in,  first-out (FIFO) -
2%. At December 31, 1999, the respective percentages were 12%, 80%, and 8%.

<TABLE>

(In Thousands)
<CAPTION>
                           March 31,  December 31,
                              2000      1999
                            ---------------------

<S>                         <C>       <C>
Raw material and supplies   $ 9,498   $10,407
Work in process .........     1,712     2,114
Finished goods ..........    19,747    19,159
                            -------   -------
  Total Inventories .....   $30,957   $31,680
                            =======   =======
</TABLE>

F.     Indebtedness

Spinnaker   Industries,   Inc.  maintains  revolving  lines  of  credit  at  its
subsidiaries which total $40 million, of which $20.8 million was outstanding and
$10.9  million  was  available  as of March  31,  2000.  These  facilities  were
refinanced  in  conjunction  with the sale of  Central  Products  and  Spinnaker
Electrical. In general, the credit facilities are secured by property, plant and
equipment,  inventory,  receivables and common stock of certain subsidiaries and
contain certain covenants restricting distributions to the Registrant.
<TABLE>
<CAPTION>
 Long term debt consists of:                 March 31,   December 31,
                                              2000          1999
                                            --------    -----------
<S>                                         <C>          <C>
Spinnaker Industries, Inc. 10.75% Senior
 Secured Notes due 2006 .................   $  75,215    $ 108,585

Unsecured notes issued in connection with
 acquisitions at fixed interest rates
 averaging 9.6% .........................       7,000        7,000

Other ...................................       2,892        2,816
                                            ---------    ---------
                                               85,107      118,401
Current Maturities ......................      (1,823)      (1,636)
                                            ---------    ---------
                                            $  83,284    $ 116,765
                                            =========    =========
</TABLE>


As of May 12, 2000 proceeds from the sale of Central Products (see Note C above)
have been  utilized in  accordance  with the terms of the Senior  Secured  Notes
indenture to either repay  indebtedness or invest in the  adhesive-backed  paper
business. Restricted Proceeds on the accompanying balance sheets is that portion
of the  proceeds  that had not yet been  utilized as of the balance  sheet date.
During the first quarter of 2000,  Spinnaker purchased $33.4 million (par value)
of the outstanding  Senior Notes on the open market at an average price of 83.6%
of par value. In addition,  Spinnaker  purchased all of the Senior Note holdings
of  Spinnaker   Electrical  at  81.5%  of  par  value,  plus  accrued  interest,
representing Spinnaker Electrical's cost basis.

Subsequent  to  March  31,  2000,  Spinnaker,   utilizing  Restricted  Proceeds,
purchased an  additional  $24.1  million (par value) of the  outstanding  Senior
Notes on the open market at an average  price of 82.3% of par value.  The Senior
Note  purchases  to date and capital  expenditures  in the  business  have fully
utilized the Restricted Proceeds.

Proceeds  from the sale of Spinnaker  Electrical,  an  unrestricted  subsidiary,
repaid approximately $6.9 million of term debt and working capital revolver debt
collateralized by the assets of Spinnaker Electrical. The remaining net proceeds
are  available for general  purposes,  which may include  purchasing  additional
Senior Notes in the open market.  Other options  include  acquisitions,  capital
expenditures to support  remaining  subsidiaries,  and/or  repurchase  shares of
Spinnaker Common Stock.

During the first  quarter  Lynch  Systems  completed a project  specific line of
credict  totaling  $7.1  million  related to a contract to deliver  equipment in
2000.  Substantially  all assets of Lynch  Systems are pledged in support of the
credit facility. In addition,  the Company has guaranteed the full amount of the
facility and has pledte $4.0  million of its  Spinnaker  holdings as  additional
collateral.

G.     Earnings per share

Basic  earnings  per common  share  amounts are based on the  average  number of
common shares outstanding during each period,  excluding the dilutive effects of
options, warrants, and convertible securities of which there were none.



<PAGE>


H.       Segment Information

After the distribution to shareholders of the stock of Interactive,  the Company
is engaged in the manufacture of adhesive-backed label stock,  frequency control
devices  and  other  manufacturing.  The  Company  measures  performance  of its
segments  primarily by revenues,  operating profit and EBITDA  (operating profit
before  income  taxes,   depreciation,   amortization  and  allocated  corporate
expenses). Except for Spinnaker (the adhesive-backed label stock business) using
approximately $30.7 million of restricted cash to repurchase debt,  identifiable
assets of each segment have not changed materially since December 31, 1999.

EBITDA for  operating  segments is equal to operating  profit  before  interest,
taxes,  depreciation,  amortization.  EBITDA is presented because it is a widely
accepted  financial  indicator  of value and ability to incur and service  debt.
EBITDA is not a substitute  for  operating  income or cash flows from  operating
activities in accordance with generally accepted accounting principles.

Operating profit (loss) is equal to revenues less operating expenses,  excluding
interest and income taxes.  Prior to the Spin Off, Lynch  allocated a portion of
its general corporate expenses to its operating segments. Subsequent to the Spin
Off,  Interactive  is providing  certain  corporate  management  services to the
Registrant and charging a corporate overhead management fee while the Registrant
still  allocates a portion of its general  corporate  expenses to its  operating
segments.

General  corporate  office  expenses  related  to  finance  and   administrative
functions  including  public  company  compliance  reporting,  bank and investor
relations,  taxes and other  than  income  taxes and  holding  company  payroll,
historically  allocated and charged to the industrial tape segment were reversed
and allocated back to continuing operations.  These expenses were not considered
to be directly attributable to discontinued operations.
<TABLE>
<CAPTION>

                                                   Three Months Ended
                                                        March 31,
                                                   2000          1999
                                                   ------------------
Revenues
<S>                                               <C>         <C>
         Adhesive backed label stock ..........   $ 40,286    $ 38,591
         Frequency control devices ............      5,425
         Other manufacturing ..................      3,778       2,395
                                                  --------    --------
         Consolidated Revenues ................     52,474      46,411
                                                  --------    --------
EBITDA
         Adhesive backed label stock ..........      1,807       2,348
         Frequency control devices ............        521
         Other manufacturing ..................       (151)       (459)
         Corporate manufacturing expenses .....       (548)       (671)
                                                  --------    --------
         Total manufacturing ..................      2,292       1,739
         Corporate expenses ...................       (377)       (117)
         Restructuring charge - Spinnaker .....       (533)       (450)
                                                  --------    --------
         Consolidated Total ...................      1,382       1,172
                                                  --------    --------
Operating Profit
         Adhesive backed label stock ..........        711       1,247
         Frequency control devices ............        358
         Other manufacturing ..................       (284)       (591)
         Corporate manufacturing expenses .....       (604)       (677)
                                                  --------    --------
         Total manufacturing ..................        843         337
         Unallocated corporate expenses .......       (452)       (199)
         Restructuring charge - Spinnaker .....       (533)       (450)
                                                  --------    --------
         Consolidated Total ...................       (142)       (312)
                                                  --------    --------
Total Operating Profit fot reportable segments        (142)       (312)
Other profit or loss
         Investment Income ....................        688          11
         Interest expense .....................     (3,450)     (2,201)
                                                  --------    --------
Income from continuing operations
         before income taxes, minority interest
         and extraordinary items ..............   $ (2,904)   $ (2,502)
                                                  --------    --------
</TABLE>

I.  Shareholders Equity

Pursuant  to a  subscription  agreement  entered  into on March  11,  2000,  the
Registrant sold 100,000 shares of its Common Stock to Mario J. Gabelli, Chairman
of Registrant  for $30.00 per share,  in cash, or $3 million in total, a preimum
of 14.8%  above  the  closing  price of  $26.125  per  share of the stock on the
American Stock Exchange on March 9, 2000, the date said sale was  aurthorized by
the Board of Directors. 58,000 of such shares were issued from the treasury with
the remaining 42,000 share being newly issued.


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

The accompanying  unaudited condensed  consolidated financial statements reflect
the spin off of Lynch Interactive  Corporation from the Registrant that occurred
in the third quarter of 1999 and also the sale by Spinnaker Industries,  Inc., a
consolidated  subsidiary of the  Registrant,  of its two industrial  tape units,
Central  Products  Company and  Spinnaker  Electrical  that also occurred in the
third quarter of 1999.  Accordingly,  the operating  results of both Interactive
and the industrial tape segment have been segregated from continuing  operations
of the  Registrant  and are  reported  as separate  line items on the  financial
statements as discontinued  operations.  The ensuing  narrative  considers these
changes and only  includes  discussions  of the  Registrant  as it is  currently
composed.

Sales and Revenues

Revenues  for the first  quarter of 2000  increased  by $6.1  million or 13%, to
$52.5 million,  from the first quarter of 1999, reflecting increased activity in
each of the Company's business segments.

Revenues  from  Spinnaker's  continuing  operations  increased  by $1.6  million
between the two quarters.  Spinnaker's net sales for the quarter ended March 31,
2000 were $41.8  million,  compared to $40.2 million in the  corresponding  1999
period.  The  increase  in net sales for 2000 is  attributed  to recent  product
releases and new business  with the Bureau of Printing  and  Engraving  ("BEP"),
partially offset by lower average unit pricing resulting from increased capacity
in the  domestic  market.  The  release  of new  products  to  serve a  changing
technology  market and higher unit sales of  pressure  sensitive  postage  paper
stock  increased  sales.  Unit sales of pressure  sensitive  postage  stock were
impacted by orders for certain  cartoon  theme  stamps  previously  sourced by a
competitor.  Revenues at M-tron  increased by $3.0  million for the  three-month
period  due  to  increased  demand  from  the  telecommunications  industry  and
increased  sales  of new  products.  Lynch  Systems'  revenues  for the  quarter
increased by $1.4 million,  reflecting increased production activity on recently
received orders for large glass press machines.

Operating  (loss) for the first  quarter 2000  declined by $0.2 million from the
operating (loss) in the prior year's first quarter. Spinnaker's operating profit
declined by $0.5 million due to reduction in gross margins,  principally  due to
pricing  pressure caused by  overcapacity in its industry.  There was also a $.5
million  restructuring  charge  in both  periods  representing  termination  and
severance  associated  with selective  locations  closings.  M-tron's  operating
profit  increased  by $0.7 million due to  increased  volume and Lynch  Systems'
operating  loss  decreased  during  the first  quarter  by $0.3  million  due to
increased sales mentioned above.

Corporate  expenses  rose  due to  the  hiring  of  corporate  office  personnel
necessitated by the transfer of all corporate office employees to Interactive at
the time of the Spin Off.

Other Income (Expense), Net

Interest  income  increased  for  the  quarter  due to the net  proceeds  of the
Spinnaker  sale of the  industrial  tape units  after  payment  of certain  debt
instruments, which were invested in short term instruments during the period.

Interest  expense was $3.5 million for the quarter and increased by $1.2 million
from the prior year quarter by $1.2 million due to  allocations  during the 1999
period of a portion of the interest  associated with the Spinnaker 10.75% Senior
Secured  Notes Due 2006 to the  discontinued  industrial  tape segment until the
time of their sale.

Tax Provision

The income tax provision  (benefit) includes federal, as well as state and local
taxes.  The tax  provision  (benefit)  for the  quarter  ended  March 31,  2000,
represents  an effective  tax rate of (37%).  The  differences  from the federal
statutory  rate are  principally  due to the  effect of state  income  taxes and
amortization of non-deductible goodwill.
Minority Interest

Minority  interests  contribution  to the net income  (loss)  increased  by $0.5
million  for the  quarter,  from the prior year  quarter of 1999 due both to the
increased  losses  from  continuing  operations  at  Spinnaker  and the  related
increased minority interest percentage at this subsidiary.

Discontinued Operations

As a result of the Spin Off (see Note D), the Company's  multimedia and services
segments are being  reported as operations  distributed to  shareholders  in the
accompanying condensed consolidated financial statements. Accordingly, operating
results of  Interactive  have been  segregated  from  continuing  operations and
reported as a separate line item on the statement of operations.

Lynch has  restated  its prior  quarter  financial  statements  to  present  the
operating results of Interactive on a comparable basis.  Interactive's net sales
were $48.7 million for the three month period ended March 31, 1999.

As a result of  Spinnaker's  sale of its  industrial  tape  segment in the third
quarter of 1999 (see Note C),  operating  results of the industrial tape segment
have been segregated from continuing  operations and reported  separately in the
statement of  operations  for 1999.  In  addition,  the Company has restated its
prior  financial  statements to present the operating  results of the industrial
tape segment as a  discontinued  operation.  The  industrial  tape segment's net
sales were $29.5 million in the first quarter of 1999.

Net Income/Loss

Net income for the quarter  ended March 31,  2000 was $.5  million,  or $.35 per
share,  as compared to a net loss of $11.0 million,  or $(7.75) per share in the
quarter  ended March 31, 1999.  The  significant  swing is primarily  due to the
Spinnaker gain on debt buy back this quarter ($1.3 million) and the  significant
reserve on PCS licenses of Interactive in 1999.

Backlog/New Orders

Total backlog of manufactured  products from continuing  operations at March 31,
2000 was $30.5 million,  which  represents an increase of $21.0 million from the
backlog of $9.5  million at March 31,  1999.  All  operating  units  contributed
significant  increases  to the  backlog  at March 31,  2000.  At March 31,  2000
M-tron's  backlog was $10.9 million  compared to $5.9 million at March 31, 1999.
Included in the backlog at March 31, 2000 is a $14 million order for large glass
press machines at Lynch Systems.  In connection  with this order,  Lynch Systems
obtained a $7.1 million credit facility to protect  advances by the customer and
for working capital.

FINANCIAL CONDITION

Liquidity/Capital Resources

As of March 31,  2000,  the  Company  had  current  assets of $93.1  million and
current  liabilities  of $62.4  million.  Working  capital was  therefore  $30.7
million as  compared to $23.2  million at December  31,  1999.  The  increase is
primarily due to the sale of the industrial tape units mentioned above.

First quarter capital  expenditures  were $.8 million in 2000 and $.8 million in
1999.

At March 31, 2000,  total debt was $107.6 million,  which was $34.0 million less
than the $141.6 million at year end 1999  primarily due to principal  repayments
and debt repurchases.  Long term debt at March 31, 2000,  included $83.1 million
of fixed  interest rate debt, at an average cash interest rate of 10.7% and $2.0
million of  variable  interest  rate debt at an average  interest  rate of 7.9%.
Additionally,  the Company had unused  lines of credit  facilities  of which the
Spinnaker  Credit Facility is a major portion.  The Spinnaker Credit Facility is
available to fund  acquisitions  and support  periodic  fluctuations  in working
capital.  Credit  availability under the Spinnaker Credit Facility is subject to
certain variables,  such as inventory and receivables eligible to be included in
the borrowing  base.  The Company is charged an unused credit fee every month of
0.375% per annum. Outstanding borrowings bear interest at variable rates related
to the prime interest rate or LIBOR.  At March 31, 2000, the combined  effective
interest  rate  was 9%.  In  conjunction  with the  industrial  tape  sale,  the
Spinnaker  Credit  Facility  was  refinanced  and  the  aggregate  facility  was
decreased from $60 million to $40 million.  The Refinanced  Credit Facility will
expire December 31, 2001. As of March 31, 2000, aggregate availability under the
Refinanced   Credit  Facility  was   approximately   $31.7  million,   of  which
approximately $20.8 million was outstanding.

During the first  quarter  Lynch  Systems  completed a project  specific line of
credit totaling $7.1 million related to a contract to deliver equipment in 2000.
Substantially  all assets of Lynch  Systems are pledged in support of the credit
facility. In addition,  the Company has guaranteed the full amount of the credit
facility  and has pledged $4 million of its  Spinnaker  holdings  as  additional
collateral.

In  conjunction  with  the  Spin  Off of  Lynch  Interactive,  lines  of  credit
facilities of $20 million were transferred from the Registrant to Interactive.


YEAR 2000

The  Registrant is not aware of any material  problems  resulting from Year 2000
issues,  either with its  internal  systems or with the products and services of
third parties.  The Company will continue to monitor its mission critical IT and
non-IT  system  and the  impact of the Year 2000 on its  suppliers  and  vendors
throughout  the Year 2000 to insure that any latent Year 2000  matters  that may
arise are addressed promptly.

MARKET RISK

The Company is exposed to market risk  relating to changes in the general  level
of U.S. interest rates. Changes in interest rates affect the amounts of interest
earned  on  the  Company's   cash   equivalents   and   short-term   investments
(approximately  $25 million at March 31, 2000). The Company  generally  finances
the debt  portion of the  acquisition  of  long-term  assets  with  fixed  rate,
long-term  debt.  The Company  generally  maintains  the majority of its debt as
fixed rate in nature by borrowing on a fixed long-term  basis.  The Company does
not use derivative  financial  instruments for trading or speculative  purposes.
Management  does not foresee any  significant  changes in the strategies used to
manage  interest rate risk in the near future,  although the  strategies  may be
reevaluated as market conditions dictate.

At  March  31,  2000,  approximately  $24.5  million,  or 23%  of the  Company's
long-term debt and notes payable bears interest at variable rates.  Accordingly,
the Company's earnings and cash flows are affected by changes in interest rates.
Assuming the current level of  borrowings  for variable rate debt and assuming a
one  percentage  point  change in the 2000  average  interest  rate under  these
borrowings,  it is estimated  that the  Company's  first  quarter 2000  interest
expense would have changed by less than $0.1 million. In the event of an adverse
change in  interest  rates,  management  would  likely  take  actions to further
mitigate its exposure. However, due to the uncertainty of the actions that would
be taken and their  possible  effects,  the  analysis  assumes no such  actions.
Further,  the analysis  does not consider the effects of the change in the level
of overall economic activity that could exist in such an environment.

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

Included in this Management  Discussion and Analysis of Financial  Condition and
Results  of  Operations  are  certain  forward   looking   financial  and  other
information,  including without limitation  matters relating to Spinnaker,  Year
2000 matters and Market Risk. It should be recognized that such  information are
projections,  estimates or  forecasts  based on various  assumptions,  including
without  limitation,   meeting  its  assumptions  regarding  expected  operating
performance  and other matters  specifically  set forth, as well as the expected
performance of the economy as it impacts the Registrant's businesses, government
and regulatory actions and approvals, and tax consequences, and the risk factors
and cautionary statements set forth in reports filed by Registrant and Spinnaker
with the Securities and Exchange  Commission.  As a result,  such information is
subject to uncertainties, risks and inaccuracies, which could be material.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

                  See "Market Risk" under Item 2 above.

PART II OTHER INFORMATION

Item 2:  Changes in Securities and Use of Proceeds

     c)       Pursuant to a  subscription  agreement  entered  into on March 11,
              2000,  Registrant sold 100,000 shares of its Common Stock to Mario
              J. Gabelli,  Chairman of Registrant for $30 per share, in cash, or
              $3 million in total, a premium of 14.6% above the closing price of
              $26.125 per share of the stock on the American  Stock  Exchange on
              March 9, 2000,  the date said sale was  authorized by the Board of
              Directors.

              The sale was exempt from registration  under the Securities Act of
              1933, as amended,  pursuant to Section 4(2) thereof.  The proceeds
              were  used for  general  corporate  purposes,  including  possible
              acquisitions.  The sale was ratified by shareholders of Registrant
              at its Annual Meeting held on May 11, 2000.


Item 6.  Exhibits and Reports on Form 8-K

        (a)  Exhibits

          10(v)-  Subscription  Agreement  dated  as of March  9,  2000  between
               Registrant  and Mario J.  Gabelli  (incorporated  by reference to
               Exhibit E to Amendment No. 1 dated March 15, 2000 to Schedule 13D
               with respect to Lynch  Corporation  filed by Mario J. Gabelli et.
               al.)

         27 - Financial Data Schedule

        (b)         Reports on Form 8-K

                  No  reports on Form 8-K were filed  during the  quarter  ended
                  March 31, 2000


                                   SIGNATURES


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


                                              LYNCH CORPORATION
                                              (Registrant)

                                              By: s/Roger J. Dexter
                                                    Roger J. Dexter
                                              Chief Financial Officer
May 15, 2000