Exhibit 14.2

                          LYNCH INTERACTIVE CORPORATION
                          CONFLICTS OF INTEREST POLICY
                           (ADOPTED DECEMBER 4, 2003)

     Employees have an obligation to conduct  business  within  guidelines  that
avoid actual or potential  conflicts of interest.  This policy  establishes only
the framework within which Lynch Interactive  Corporation (the "Company") wishes
its  business to operate.  For the purposes of this  policy,  the Company  means
Lynch Interactive Corporation and its subsidiaries (all corporations of which at
least 50% of the stock is owned,  directly or indirectly,  by Lynch  Interactive
Corporation).  The  purpose  of the  guidelines  set forth in this  policy is to
provide general  direction so that employees can seek further  clarification  on
issues related to the subject of acceptable  standards of operation.  The choice
of  individuals  or  corporations  with  whom the  Company  may have a  business
relationship must be determined solely on the basis of the best interests of the
Company.  The self-interest of any employee must not be permitted to affect such
choice.

     An actual or potential conflict of interest occurs when an employee, or any
associate or relative of such employee, is in a position to influence a decision
that may result in a personal  gain for that  employee  or for an  associate  or
relative of that employee as a result of the Company's  business  dealings.  For
the purposes of this  policy,  a relative is any person who is related by blood,
marriage or adoption or whose  relationship with the employee is similar to that
of persons who are related by blood,  marriage or adoption.  For the purposes of
this policy,  an associate means (a) a corporation or organization of which such
employee is an officer or partner, or is, directly or indirectly, the beneficial
owner of 10 percent or more of any class of equity securities; and (b) any trust
or other estate in which such employee has a substantial  beneficial interest or
as to which such employee serves as trustee or in a similar capacity.  It should
be understood that the conflicting  interest  referred to throughout this policy
may be direct or indirect  (the interest  might be that of the  employee,  or an
associate or relative), and the interest might be financial or otherwise.

I. What constitutes a conflict of interest.

A. General considerations.

     It is not possible to enumerate all situations  that constitute a conflict.
The mere existence of a relationship  with an outside firm is not a conflict per
se.  However,  if an  employee  has  any  influence  on  transactions  involving
purchases,  contracts or policies,  it is imperative  that he or she disclose to
the  General  Counsel,  as soon as  possible,  the  existence  of any  actual or
potential  conflict of interest so that safeguards may be established to protect
all parties.  Obviously,  the facts in each situation will determine whether the
interest  in  question  is such  as to  bring  it  within  an area of  potential
conflict.  Such facts would include the amount of business involved,  the extent
to which the employee  could  influence the Company's  decisions with respect to
the  transaction,  and  whether  the  interest  was of such nature that it might
affect the objectivity or the business judgment of the employee.

B. Type of transactions in which conflicts may arise.

     Business  transactions in which there may be conflicts of interest include,
for  example,  the  purchase  or lease of  materials,  supplies,  equipment  and
facilities,  the  establishment of a contractual  relationship,  the purchase of
advertising space and time, the investment and borrowing of funds, the selection
and use of  consultants  or other  professional  advisors,  and the selection or
supervision of agents and employees.

C. Need to use sound judgment.

     In determining whether there is a conflict involved, there is no substitute
for sound judgment in each case based upon the particular facts involved.

D. Typical conflicts of interest.

     Generally  speaking,  it would be considered in conflict with the Company's
interests, and a violation of trust, for an employee,  directly or indirectly to
engage in any of the  activities  described in the following  paragraphs 1 to 5,
inclusive,  (a) without the disclosure in writing to the General Counsel,  prior
to engaging in any of the following,  and (b) without the prior written approval
of the General Counsel:

1.  Interest in another  organization.  To have an interest in any  organization
(other  than  owning  shares  of stock in a  corporation  traded  on a  national
securities exchange or regularly reported in over-the-counter  quotations, where
the number of shares  owned is  insignificant  compared  to the number of shares
outstanding)  (a) which has, or is seeking to have,  business  dealings with the
Company, where there is an opportunity for preferential treatment to be given to
or received  from such  organization;  or (b) which is or plans to be engaged in
any type of business  that is similar to the types of  businesses  carried on by
the Company.

2.  Interest  in a  property  transaction.  To buy,  sell or  lease  any kind of
property,  facilities  or equipment  from or to the Company,  or to any company,
firm or individual that has or is seeking to have a business  relationship  with
the Company, such as an underwriter, contractor, supplier, agent or customer.

3. Acting in any capacity for a Company business relationship or competitor.  To
serve as an officer  or  director  of any other  company,  or in any  management
capacity  for, or as a consultant to any  individual,  firm or other company (a)
that is doing or seeking to do business with the Company; or (b) that is engaged
in any type of business that is similar to the types of businesses carried on by
the Company.

4. Revealing confidential  information.  To give, release or discuss with anyone
not employed by the Company any data or information not already available to the
public concerning the Company's activities,  such as that relating to decisions,
operations,  procedures,  plans,  earnings,  financial  condition,  financial or
business  forecasts,  services or products;  or to use such  information  to the
personal advantage of the employee.

5. Holding other  positions to the detriment of the Company.  To hold additional
positions of employment with other employers for  compensation,  or to engage in
any businesses or activities,  whether or not for profit, and whether current or
prospective,  that  necessitate  the  devotion by the  employee of  considerable
amounts of time or that may result in a conflict or an apparent conflict between
the private interests of the employee and the interests of Company.

E. Gifts.

     Employees  may  accept a gift of "thank  you"  from a vendor  with whom the
Company  is  currently  doing  business.  Employees  may not  solicit or accept,
directly or indirectly,  any cash or monetary  equivalents,  objects of value or
preferential  treatment  from any person or enterprise  that has, or is seeking,
business with the Company where doing so may influence,  or appear to influence,
any employee's business judgment. Employees who receive gifts, the acceptance of
which is prohibited,  should promptly report to the General  Counsel.  The gifts
should be returned, accompanied by a letter explaining the Company's policy.

F. Entertainment.

     Business  entertainment  is often  appropriate and in the best interests of
the  Company.  Employees  should  bear in mind  that the  object is to avoid any
interest or situation  that can conflict with the best interests of the Company.
All business  entertainment must have some appropriate business connection,  and
should not influence,  or appear to influence,  any Company employee's  business
judgment.

G. Holding public office.

     Though the  Company's  policy is to  encourage  public  involvement  by its
employees,  election  or  appointment  to  public  office  may  create a serious
conflict of interest,  in that an employee is  attempting to serve two employers
concurrently,  whose interests may be adverse,  and the Company and the employee
may be subject to severe public  criticism  that the employee is using an office
or public trust to serve a private  interest.  Unless carefully  monitored,  the
holding of such public office,  under certain  circumstances  and depending upon
the laws of the particular jurisdiction, may give rise to a claim that there has
been  a  violation  of  applicable  law.  Accordingly,  such  activity  must  be
specifically disclosed and prior approval obtained. Requests for approval should
be directed to the General Counsel.

H. Prohibited transactions under ERISA.

     Under the provisions of the Employee Retirement Income Security Act of 1974
("ERISA"),  certain  employees  are  fiduciaries,  and the  Company  and certain
employees  and their  relatives  are or may be deemed to be parties in interest,
with respect to the Company's employee benefit plans. Any such employee who is a
fiduciary or party in interest  with respect to any such plan must not engage in
or permit any employee  benefit plan to engage in any prohibited  transaction as
defined  in  ERISA.  Prohibited  transactions  include,  among  others,  a sale,
exchange or leasing of any  property  between such plan and a party in interest;
the lending of money or other  extension of credit between such plan and a party
in interest;  the furnishing of goods,  services or facilities between such plan
and a party in interest; and the transfer to, or use by or for the benefit of, a
party in  interest  of any  assets  of such  plan.  Most  employees  will not be
fiduciaries  or  parties in  interest  within  the  meaning of ERISA,  and it is
unlikely  that any employee  will be engaging in any such  transaction  with any
such plan or  permitting  a plan to engage in a  prohibited  transaction  with a
party in interest. However, if any employee should find that any occasion should
arise  where  he or  she  may be  engaging  in or  have  knowledge  of any  such
transaction  involving any of the Company's  employee  benefit plans,  he or she
should  immediately  refer the matter to the General Counsel to determine if the
proposed activity constitutes a prohibited transaction under ERISA or whether it
may be within one of the exemptions permitted under ERISA.

I. Bribes, Kickbacks or Other Unlawful Payments.

     Bribes, kickbacks, illegal payments in the form of cash, loans or gifts, or
special  consideration  as a result  of any  transaction  or  business  dealings
involving the Company,  and the  solicitation  of such  payments,  made to or by
Company employees are strictly prohibited.

J. Gratuities and Bribes Relating to Government Employees.

     It is against  the law and a  violation  of this  policy to give  bribes or
illegal gratuities to government employees. A bribe occurs when a thing of value
is offered or given to a government  employee with the specific intent to affect
a particular action, e.g., to obtain a government contract.  An illegal gratuity
may consist of the giving or offer to give a thing of value  without  asking for
improper  action on the part of the  government  employee,  but with the hope of
improving the future relationship between the parties.

K. Concerning Political Contributions

     It is against  this policy for any  employee to make any direct or indirect
political  contribution of any kind on behalf of the Company.  U.S. federal law,
as  well  as  most  state   laws,   prohibit   corporations   from  making  such
contributions.  Any employee, of course, is free to make political contributions
to candidates or political parties of his or her own choice. In making political
contributions,  consideration  should not be given to the possibility  that such
contributions  will be helpful to the interests of the Company,  nor should they
be made for that purpose.

L. Application of Prohibitions Herein to Associates and Relatives of Employees.

     In all cases stated in this  Article II, it would also be in conflict  with
the  Company's  interest  for any  associate  or  relative  of any  employee  to
participate  in or  encourage  any of the  above  prohibited  activities,  or to
encourage any employee to participate in a prohibited  activity.  In the case of
an associate or relative, it is the responsibility of the employee to report any
potential  violations,  conflicts  or  concerns  to  the  General  Counsel.  Any
violations  of this policy by an associate  or relative of an  employee,  or the
failure by an employee to report any  violations  of this policy by an associate
or  relative  of an  employee,  shall be imputed to such  employee,  and will be
enforced against such employee as if he or she had violated this policy.

M.  Application  of this  Policy to Mario J.  Gabelli  and to  Certain  Services
Provided to Lynch Corporation.

     It  is  understood  that  Mario  J.  Gabelli  has  affiliations  with,  and
responsibilities  to, other  organizations  in the course of which he may become
aware of  opportunities  that properly belong to such other  organizations  and,
therefore,  he is under no  obligation  to  present  such  opportunities  to the
Company (see Appendix A). It is also  understood that employees of the Company's
corporate  office  provide  certain  services  to  Lynch   Corporation  and  its
subsidiaries.

II. Implementing the Company's Conflicts of Interest Policy.

A. Procedure to be followed by the General Counsel.

     The General  Counsel is directed to have  prepared a list of all  employees
who because of their  responsibilities  are thought to be in sensitive positions
and who may, therefore, be placed in conflicts of interest situations. A copy of
this  policy is to be sent by the  General  Counsel  to each such  employee  who
should be requested to review this memorandum and then sign and return a copy of
this policy to the General Counsel.  The Company will retain  permanently copies
of the policy signed by the employees and the lists of all employees  covered by
this policy.

     Procedures  should be established by the General Counsel to insure that any
new employees who assume sensitive positions are added promptly to the list, are
properly briefed, and receive and sign a copy of this policy. The list should be
regularly  reviewed  and  revised,  and at least  annually  every  employee in a
sensitive  position should  acknowledge  compliance by signing a new copy of the
Policy.

B. Actions by the General Counsel in conflict of interest situations.

     If an  employee  discloses  an  interest  or  relationship  covered by this
memorandum,  the matter should be reviewed by the General  Counsel and discussed
with the  employee,  as  appropriate.  If the  General  Counsel  approves,  this
approval should be noted on the policy, which should then be dated and signed by
the General Counsel.  If, however, the interest or relationship is determined to
be  inappropriate,   the  following   alternatives,   among  others,  should  be
considered: (a) the employee should divest himself or herself of the interest or
terminate  the  relationship;  (b)  job  functions  of the  employee  should  be
realigned or the employee reassigned;  or (c) the employee should be disciplined
or terminated if required under all the  circumstances.  If an employee is given
the  option  to  make a  divestiture  of his or her  inappropriate  interest  or
relationship, a reasonable period of time should be established during which the
divestiture should be completed.

     A copy of this policy on which the Company has  indicated  its  approval or
disapproval of the activity  covered by such  disclosure  should be given to the
employee for his or her personal file. Conflicts of interest situations that are
discovered,  but  which  have not  been  disclosed,  should  be  brought  to the
attention of the General Counsel.

C. Who is in a sensitive position.

     Although the General  Counsel is to determine  those  employees  who are in
sensitive  positions,  it should  be noted  that the term  "sensitive  position"
covers  not only  every  officer  and  director,  but each  employee  performing
managerial  functions  and any employee who  supervises  the  activities  of any
business relationship of the Company. This includes (a) the creation of business
relationships; (b) the purchase, sale, lease or other acquisition or disposition
of real estate,  facilities,  equipment,  materials,  supplies,  transportation,
service,  and insurance;  (c) the investment and borrowing of funds; and (d) the
selection and use of consultants or other advisors.

D. Referral of questions to the counsel

     The General Counsel should be available to answer  questions  raised by any
employee.  Outside counsel to the Company may also be consulted  directly by the
General  Counsel or any other  employee.  If the General  Counsel shall have any
question  with regard  either to a question  put to him or her by an employee or
with regard to conduct or proposed  conduct by himself or herself,  or whether a
particular employee is in a "sensitive  position" or whether a particular course
of conduct  constitutes  a conflict  of interest or as to any policy or business
procedures, he or she should consult outside counsel to the Company.

     Copies of this policy and of the attached signature page may be obtained by
requesting them from the General Counsel.

<page>
  Signature Page of Lynch Interactive Corporation Conflicts of Interest Policy

By signing  below,  I indicate that I have received and read in its entirety the
Lynch Interactive Corporation Conflicts of Interest Policy.


----------------------------
(Signature) Name (please print)

Date: _____________________


Initial below and complete as appropriate:  Initial

I hereby  declare  that during the past 12 months and at present (a) I have been
and am in full compliance with the Conflicts of Interest Policy;  and (b) to the
best of my knowledge,  each of my relatives and  associates and each employee of
the  Company  reporting  to me has  been  and is in  full  compliance  with  the
Conflicts of Interest Policy ______

I hereby disclose the following possible Conflicts of Interest: ______

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Approval of General Counsel: _______________________________________

Date: ________________


<PAGE>




                                                                     Appendix A

     The Board of Directors of the Company recognizes that the  responsibilities
of Mario J. Gabelli as Vice Chairman and Chief Executive  Officer of the Company
are similar in many ways to his  responsibilities  as Chairman,  Chief Executive
Officer and Chief  Investment  Officer of Gabelli  Funds,  Inc.,  Gabelli  Asset
Management Inc. and related  companies.  In this regard, Mr. Gabelli is under no
obligation to present to the Company  corporate  opportunities  that come to Mr.
Gabelli through Mr.  Gabelli's  affiliation  with Gabelli Funds,  Inc.,  Gabelli
Asset Management Inc. or related companies.

     The Board also recognizes that the investment  management activities of Mr.
Gabelli  are  subject to  numerous  legal,  regulatory  and other  requirements,
including a Settlement  Agreement with the  Securities and Exchange  Commission,
dated  August 17,  1988,  and a  Memorandum  of  Understanding  with the Federal
Communications  Commission released on December 4, 1992. Accordingly,  the Board
has  determined  that Mr.  Gabelli's  investment  in, or  investment  management
services  for,  companies  with which the Company  does  business or competes is
permissible to the extent otherwise allowable under the existing restrictions to
which he is now subject.

     Mr.  Gabelli  remains  subject to all other  requirements  of the Company's
Conflicts of Interest Policy.