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                       SECURITIES & EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q/A
                                 Amendment No. 1
                                 ---------------
(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, 2005
                               --------------

                                       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.     1-15097
                   -------------------


                          LYNCH INTERACTIVE CORPORATION
--------------------------------------------------------------------------------

             (Exact name of Registrant as specified in its charter)


 Delaware                                                 06-1458056
--------------------------------------------------------------------------------
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) 921-8821
--------------------------------------------------------------------------------
               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 Act).Yes    No X
                                     ---   ---

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 April 30, 2005
            -----                             -------------------------------
Common Stock, $.0001 par value                          2,752,251
================================================================================


<PAGE>



Explanatory Note:

This Report on Form 10-Q/A amends Lynch  Interactive's  Quarterly Report on Form
10-Q for the quarter ended March 31, 2005,  initially  filed with the Securities
and Exchange  Commission on May 17, 2005. This amendment includes Part 1, Item 1
`Financial  Statements',  and Item 2  `Management's  Discussion  and Analysis of
Financial  Condition  and Results of  Operations'.  The Company has re-named the
non-GAAP  financial  measure,  "EBITDA from  operations" as "Adjusted  Operating
Profit" and has provided a  reconciliation  to net income.  The Company has also
revised its  disclosure to indicate  that  management  uses  Adjusted  Operating
Profit as an  indicator  of  operating  performance  and that it  believes  this
non-GAAP financial measure provides useful information to investors.

                                      INDEX

                 LYNCH INTERACTIVE CORPORATION AND SUBSIDIARIES

PART I.     FINANCIAL INFORMATION


Item 1.  Financial Statements (Unaudited)

         Condensed Consolidated Balance Sheets:
          -       March 31, 2005
          -       December 31, 2004
          -       March 31, 2004

         Condensed Consolidated Statements of Operations:
-        Three months ended March 31, 2005 and 2004

         Consolidated Statements of Shareholders' Equity

         Condensed Consolidated Statements of Cash Flows:
          -       Three months ended March 31, 2005 and 2004

         Notes to Condensed Consolidated Financial Statements

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



SIGNATURE

CERTIFICATIONS


                                       1
<PAGE>


PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                 LYNCH INTERACTIVE CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)
<TABLE>
<CAPTION>

                                                            March 31,         December 31,       March 31,
                                                               2005               2004             2004
                                                         ----------------- ------------------- --------------
                                                           (Unaudited)         (Audited)        (Unaudited)
ASSETS
<S>                                                     <C>                 <C>               <C>

Current assets:
  Cash and cash equivalents                              $  29,698           $ 27,214           $ 29,572
  Receivables, less allowances of $255, $260 and $270,
  respectively                                               7,573              8,225              7,923
  Material and supplies                                      2,502              2,314              2,736
  Prepaid expenses and other current assets                  1,175              1,685              1,110
                                                         ----------        ------------        ----------
Total current assets                                        40,948             39,438             41,341

Property, plant and equipment:
  Land                                                         983                983               840
  Buildings and improvements                                17,712             17,640             13,336
  Machinery and equipment                                  220,496            216,429            216,855
                                                         ----------       ------------         ----------
                                                          239,191             235,052            231,031
  Accumulated depreciation                               (119,252)           (114,724)          (107,683)
                                                         ----------       ------------         ----------
                                                          119,939             120,328            123,348

Excess of cost over fair value of net assets
 acquired, net (goodwill)                                   60,501             60,042             60,580
Other intangibles                                           10,763             10,026             10,321
Investments in and advances to affiliated entities          11,416             12,340              5,310
Other assets                                                15,167             14,906             13,176
                                                         ----------       ------------         ----------
Total assets                                             $ 258,734          $ 257,080          $ 254,076
                                                         ==========        ============        ==========

</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                       2
<PAGE>



                 LYNCH INTERACTIVE CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (in thousands, except share amounts)
<TABLE>
<CAPTION>

                                                         March 31,       December 31,      March 31,
                                                           2005              2004             2004
                                                      ---------------- ----------------- ---------------
                                                         (Unaudited)       (Audited)       (Unaudited)

LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                          <C>               <C>             <C>

Current liabilities:
  Notes payable to banks                                      $ 5,980           $ 4,793         $ 3,535
  Trade accounts payable                                        3,125             4,326           4,457
  Accrued interest payable                                        822               825             696
  Accrued liabilities                                          15,100            11,238          10,925
  Current maturities of long-term debt                         14,295            14,364          13,071
                                                      ---------------- ----------------- ---------------
     Total current liabilities                                 39,322            35,546          32,684

Long-term debt                                                153,593           154,602         160,388
Deferred income taxes                                          16,080            17,549          15,812
Other liabilities                                               3,431             3,268           2,976
                                                      ---------------- ----------------- ---------------
 Total liabilities                                            212,426           210,965         211,860

Minority interests                                             11,313            11,543          10,297

Commitments and contingencies (Note 12)

Shareholders' equity
  Common stock, $0.0001 par value-10,000,000
     shares authorized; 2,824,766 issued;
    2,752,251, 2,757,951 and 2,774,651 outstanding                 --                --              --
  Additional paid-in capital                                   21,406            21,406          21,406
  Retained earnings                                            14,430            13,735          10,872
  Accumulated other comprehensive income                        1,495             1,588           1,253
  Treasury stock, 72,515, 66,815 and 50,115
    shares, at cost                                            (2,336)           (2,157)         (1,612)
                                                      ---------------- ----------------- ---------------
                                                               34,995            34,572          31,919
                                                      ---------------- ----------------- ---------------
Total liabilities and shareholders' equity                  $ 258,734         $ 257,080       $ 254,076
                                                      ================ ================= ===============
</TABLE>

See accompanying Notes to Consolidated Financial Statements.


                                       3
<PAGE>



                 LYNCH INTERACTIVE CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in thousands, except per share data)
<TABLE>
<CAPTION>


                                                              Three Months Ended
                                                                    March 31,
                                                     -------------------------------------
                                                         2005                2004
                                                     -------------------------------------

<S>                                                    <C>                 <C>

Revenues                                                $ 21,618            $ 21,424

Costs and expenses:
Cost of revenue, excluding depreciation                    7,651               7,203
General and administrative costs at operations             3,423               3,139
Corporate office expenses                                  2,091                 973
Depreciation and amortization                              5,195               5,221
                                                     -------------------------------------
  Total Expense                                           18,360              16,536
                                                     -------------------------------------
Operating profit                                           3,258               4,888

Other income (expense):
   Investment income                                         793                 728
   Interest expense                                       (2,823)             (2,819)
   Equity in earnings of affiliated companies                711                 712
                                                     -------------------------------------
                                                          (1,319)             (1,379)
                                                     -------------------------------------
Income before income taxes and minority interests          1,939               3,509
Provision for income taxes                                 (767)             (1,449)
Minority interests                                         (477)               (457)
                                                     -------------------------------------
Net income                                               $  695             $ 1,603
                                                     =====================================

Basic and diluted weighted average shares outstanding      2,754               2,777

Basic and diluted earnings per share                      $ 0.25             $  0.58
</TABLE>


See accompanying Notes to Condensed Consolidated Financial Statements.

                                       4
<PAGE>


                 LYNCH INTERACTIVE CORPORATION AND SUBSIDIAIRES
            CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                   (Unaudited)
                        (in thousands, except share data)

<TABLE>
<CAPTION>


                                     Shares of                                          Accumulated
                                     Common                   Additional                  Other
                                      Stock       Common       Paid-in     Retained    Comprehensive    Treasury
                                   Out-standing    Stock       Capital     Earnings      Income         Stock        Total
                                   ------------- ---------- ------------- ----------- --------------- ------------  --------
<S>                             <C>                   <C>     <C>          <C>           <C>         <C>           <C>

Balance at December 31, 2004          2,757,951        $ 0      $ 21,406    $ 13,735      $1,588      $ (2,157)     $ 34,572
Net income for the period                    --         --            --         695          --            --           695
Unrealized loss on available
  for sale securities, net                   --         --            --          --         (93)           --           (93)
                                                                                                                 ------------
   Comprehensive income                                                                                                  602
                                                                                                                 ------------
Purchase of Treasury Stock               (5,700)        --            --          --          --          (179)         (179)
                                   ------------- ---------- ------------- ----------- -----------  ------------  ------------
Balance at March 31, 2005             2,752,251       $  0       $ 21,406     $14,430      $1,495     $ (2,336)     $ 34,995
                                   ============= ========== ============= =========== ===========  ============  ============
</TABLE>

See accompanying  Notes to Condensed Consolidated Financial Statements.

                                       5
<PAGE>


                 LYNCH INTERACTIVE CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>


                                                                                      Three Months Ended
                                                                                          March 31,
                                                                                 -----------------------------
                                                                                      2005           2004
                                                                                 --------------- -------------
<S>                                                                                     <C>          <C>

Operating activities:
Net Income                                                                              $   695       $ 1,603
Adjustments   to  reconcile  net  income  to  net  cash  provided  by  operating
activities:
   Depreciation and amortization                                                          5,195         5,221
   Equity in earnings of affiliated companies                                              (711)         (712)
   Minority interests                                                                       477           457
   Changes in operating assets and liabilities:
        Receivables                                                                         712           307
        Accounts payable and accrued liabilities                                            400         1,324
   Other                                                                                    619          (189)
                                                                                 --------------- -------------
Net cash provided by operating activities                                                 7,387         8,011
                                                                                 --------------- -------------

Investing activities:
Capital expenditures                                                                    (1,915)       (2,614)
Acquisition of business                                                                 (3,524)         (377)
Acquisition of subscriber lists                                                            (22)          (91)
Acquisition of spectrum                                                                   (500)           --
Investment in and advances to affiliated entities                                          (62)          (63)
Distributions received from investments                                                   1,714           821
Other                                                                                       183            30
                                                                                 --------------- -------------
Net cash used in investing activities                                                    (4,126)       (2,294)
                                                                                 --------------- -------------

Financing activities:
Issuance of long term debt                                                                2,272           949
Repayments of long term debt                                                             (3,350)       (3,273)
Net proceeds (repayments) on lines of credit                                              1,187            79
Purchase of treasury stock                                                                 (179)         (138)
Other                                                                                      (707)         (318)
                                                                                 --------------- -------------
Net cash used in financing activities                                                     (777)       (2,701)
                                                                                 --------------- -------------
Net increase in cash and cash equivalents                                                 2,484         3,016
Cash and cash equivalents at beginning of period                                         27,214        26,556
                                                                                 --------------- -------------
Cash and cash equivalents at end of period                                             $ 29,698     $  29,572
                                                                                 =============== =============

Cash paid for:
  Interest expense                                                                     $ 2,764      $  2,826
                                                                                 =============== =============
  Income taxes                                                                         $   676      $    175
                                                                                 =============== =============
</TABLE>

See accompanying Notes to Condensed Consolidated Financial Statements.

                                       6
<PAGE>


LYNCH INTERACTIVE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A.       Basis of Presentation

Lynch Interactive Corporation  ("Interactive" or the "Company") consolidates the
operating  results  of its  subsidiaries  (81%-100%  owned  at March  31,  2005,
December 31, 2004 and March 31, 2004).  All material  intercompany  transactions
and  balances  have been  eliminated.  Investments  in  affiliates  in which the
Company  does  not  have a  majority  voting  control,  but has the  ability  to
significantly  influence management  decisions,  are accounted for in accordance
with the equity  method.  The  Company  accounts  for the  following  affiliated
companies on the equity basis of accounting: Coronet Communications Company (20%
owned at March  31,  2005,  December  31,  2004 and  March  31,  2004),  Capital
Communications Company, Inc. (49% owned at March 31, 2005, December 31, 2004 and
March 31, 2004; we note, however,  that Interactive owns a convertible preferred
stock  which,   if   converted,   would   increase  its   ownership  in  Capital
Communications to 50%), two cellular partnership  operations in New Mexico (both
33% owned at March 31, 2005, December 31, 2004 and March 31, 2004), KMG Holdings
Group  (37% owned  since May 2004) and  telecommunications  operations  in North
Dakota, Iowa and New York (5% to 14% owned).

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States  of  America  for  interim  financial  information  and  with the
instructions to Form 10-Q and Articles 10 and 11 of Regulation S-X. Accordingly,
they are not audited and do not include  all of the  information  and  footnotes
required  for  complete  financial   statements.   The  consolidated   financial
statements  and  footnotes  included  in  this  Form  10-Q/A  should  be read in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included  in the  Company's  annual  report on Form 10-K and as  amended by Form
10-K/A  (Amendments  #1 and #2)for  the year ended  December  31,  2004.  In the
opinion of 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, 2005 are not  necessarily
indicative of the results that may be expected for the year ending  December 31,
2005. The  preparation of consolidated  financial  statements in conformity with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the amounts reported in
the financial  statements and  accompanying  notes.  Actual results could differ
from  those  estimates.   Certain  prior  period  amounts  in  the  accompanying
consolidated  financial  statements have been reclassified to conform to current
period presentation.


B.       Recently Issued Accounting Pronouncements

In December  2004,  the FASB  issued  SFAS  No.153,  "Exchanges  of  Nonmonetary
Assets",  which  eliminates the exception for  nonmonetary  exchanges of similar
productive  assets and  replaces it with a general  exception  for  exchanges of
nonmonetary  assets that do not have commercial  substance.  SFAS No.153 will be
effective for nonmonetary asset exchanges  occurring in fiscal periods beginning
after June 15,  2005.  The Company  does not believe the adoption of SFAS No.153
will have a material impact on its consolidated financial statements.

In December 2004, the FASB issued SFAS No.123(R),  "Share-Based Payment",  which
establishes  standards for  transactions in which an entity exchanges its equity
instruments  for goods or services.  This  standard  requires a public entity to
measure the cost of  employee  services  received  in  exchange  for an award of
equity  instruments  based  on the  grant-date  fair  value of the  award.  This
eliminates  the exception to account for such awards using the intrinsic  method
previously  allowable under APB Opinion No.25.  SFAS No.123(R) will be effective
for interim or annual reporting periods beginning on or after June 15, 2005. The
Company is currently  evaluating  the impact of the  adoption of SFAS  No.123(R)
will have on its consolidated financial statements.

                                       7
<PAGE>

In  March  2005,  the  FASB  issued   Interpretation  No.  47,  "Accounting  for
Conditional  Asset  Retirement  Obligations"  ("FIN 47"),  which  clarifies that
conditional  asset retirement  obligations are within the scope of SFAS No. 143,
"Accounting for Asset  Retirement  Obligations."  FIN 47 requires the Company to
recognize  a  liability  for the fair  value  of  conditional  asset  retirement
obligations if the fair value of the liability can be reasonably estimated.  The
Company does not believe that the adoption of FIN 47 will have a material impact
on its financial statements.

C.   Acquisitions and Dispositions

In March 2004,  the Company  signed an  agreement  to acquire  California-Oregon
Telecommunications Company ("Cal-Ore") located in Dorris, California.  Cal-Ore's
subsidiary  Cal-Ore  Telephone  Company is the incumbent  service provider for a
rural area of about 850 square miles along the Northern  California  border with
Oregon with approximately 2,500 access lines. Cal-Ore's other businesses include
an Internet service provider, a CLEC that is planning to provide services in the
surrounding area and interests in certain cellular partnerships. The acquisition
price is $21.2 million, subject to certain closing adjustments.  On May 5, 2005,
the California Public Utilities  Commission  approved the transaction subject to
various  conditions  that the  Company  expects  to meet,  at  which  point  the
acquisition will close.

In February 2005,  Lynch 3G  participated in Auction 58 for PCS Spectrum and was
high bidder for two licenses,  Marquette,  MI and Klamath Falls, OR, for a total
cost of $0.5 million.

On March 18, 2005, a subsidiary of the Company,  Central Telcom  Services,  LLC,
closed on an  agreement  with  Precis  Communications,  LLC,  to acquire a cable
television  assets for a purchase  price of $3.5  million.  The system has 2,411
cable subscribers located in Sanpete and Sevier Counties,  Utah. The preliminary
allocation  of the  purchase  price  included  $0.4 million of goodwill and $0.4
million for subscriber lists and other intangibles.

D.   Investments in Affiliated Companies

Interactive has equity  investments in both broadcasting and  telecommunications
companies.

Summarized financial information for broadcasting companies accounted for by the
equity  method as of and for the three  months ended March 31, 2005 and 2004 and
as of December 31, 2004, is as follows:
<TABLE>
<CAPTION>

                                                                      Broadcasting Combined
                                                        ----------------- ----------------- --------------
                                                           March 31,        December 31,      March 31,
                                                              2005              2004            2004
                                                        ----------------- ----------------- --------------
                                                                           (in thousands)
<S>                                                            <C>               <C>            <C>

Current assets                                                  $  5,273          $  6,896       $  5,213
Property, plant & equipment, intangibles & other                  10,181             9,558          9,187
                                                        ----------------- ----------------- --------------
Total Assets                                                    $ 15,454          $ 16,454       $ 14,400
                                                        ================= ================= ==============

Current liabilities                                             $  2,636          $  3,383       $  3,115
Long term liabilities                                             16,587            16,751         15,857
Equity                                                            (3,769)           (3,680)        (4,572)
                                                        ----------------- ----------------- --------------
Total liabilities & equity                                      $ 15,454          $ 16,454       $ 14,400
                                                        ================= ================= ==============
Revenues                                                        $  3,055                         $  3,490
Gross profit                                                         750                            1,256
Net income                                                           (99)                             354
</TABLE>
                                       8
<PAGE>

A wholly  owned  subsidiary  of the  Company  has a 20%  investment  in  Coronet
Communications Company ("Coronet"), which operates television station WHBF-TV, a
CBS affiliate in Rock Island,  Illinois. A second wholly owned subsidiary of the
Company  has  a  49%  investment  in  Capital   Communications   Company,   Inc.
("Capital"),  which operates  television station WOI-TV, an ABC affiliate in Des
Moines,  Iowa.  At March 31, 2005,  December  31, 2004 and March 31,  2004,  the
investment in Coronet was carried at a negative  $0.6 million,  $0.6 million and
$0.8 million, respectively, due to the subsidiary's guarantee of $3.8 million of
Coronet's  third party debt.  The guarantee is in effect for the duration of the
loan  which  expires  on  December  31,  2005 and would be payable if the equity
investee  fails to make such payment in  accordance  with the terms of the loan.
Long-term  debt of Coronet,  at March 31, 2005,  totaled  $9.4  million  payable
quarterly through December 31, 2005 to a third party lender.

At March 31,  2005,  December  31, 2004 and March 31, 2004,  the  investment  in
Capital is carried  at zero as its share of net losses  recognized  to date have
exceeded  its net  investment  and the  Company  has no  further  commitment  to
Capital.  The  Company's  shares in Capital  have been  pledged as security  for
Capital's long term debt.

Summarized financial information for telecommunications companies which includes
the  cellular  telephone   providers,   spectrum  license  holders,   and  other
telecommunication  operations  accounted  for by the equity method as of and for
the three months ended March 31, 2005 and 2004 and as of December 31, 2004 is as
follows (in thousands):

<TABLE>
<CAPTION>

                                                                    Telecommunications Combined
                                                        ----------------- ----------------- ----------------
                                                           March 31,        December 31,       March 31,
                                                              2005              2004             2004
                                                        ----------------- ----------------- ----------------
                                                                          (in thousands)
<S>                                                             <C>              <C>               <C>

Current assets                                                   $33,330           $36,080          $29,425
Property, plant & equipment, intangibles & other                  34,349            33,087           26,856
                                                        ----------------- ----------------- ----------------
Total Assets                                                     $67,679           $69,167          $56,281
                                                        ================= ================= ================
Current liabilities                                              $22,812           $22,745          $22,322
Long term liabilities                                              7,028             5,900            8,938
Equity                                                            37,839            40,522           25,021
                                                        ----------------- ----------------- ----------------
Total liabilities & equity                                       $67,679           $69,167          $56,281
                                                        ================= ================= ================
Revenues                                                         $16,196                            $12,306
Gross profit                                                       7,139                              5,475
Net income                                                         3,945                              3,295
</TABLE>

Interactive owns a one-third interest in two cellular telephone providers in New
Mexico:  New  Mexico  RSA 3 and RSA 5. The  Company's  net  investment  in these
partnerships was $5.4 million,  $6.5 million and $4.8 million at March 31, 2005,
December 31, 2004 and March 31, 2004, respectively and included in Investment in
and advances to affiliated entities.

E.       Indebtedness

Interactive  maintains  a  short-term  line of credit  facility  totaling  $10.0
million through October 2004,  which was reduced in steps to $5 million at March
31, 2005.  Borrowings  under this facility,  included in Notes payable to banks,
were $1.8  million,  $1.1 million and zero at March 31, 2005,  December 31, 2004
and March 31, 2004, respectively. Long-term debt consists of (all interest rates
are at March 31, 2005) (in thousands):

                                       9
<PAGE>


<TABLE>
<CAPTION>

                                                             March 31,    December 31,     March 31,
                                                                2005          2004            2004
                                                           -----------------------------------------
<S>                                                         <C>            <C>            <C>

Rural  Electrification  Administration  ("REA") and
Rural Telephone Bank(`RTB") notes payable due quarterly
through 2027 at fixed interest rates ranging from 2% to
7.5%. (5.1% weighted average, secured by assets of the
telephone companies with a net book value of $150 million)   $ 56,100       $ 57,129       $ 59,892

Bank Credit  facilities  utilized  by certain  telephone
and  telephone holding  companies due from 2005 to 2016,
$8.8 million at fixed interest rates averaging 8.3% and
$61.7 million at variable interest rates averaging 5.7%.      70,497         70,402         76,601

Unsecured notes issued in connection with acquisitions
through 2008, at fixed interest rates averaging 9.4%          38,983         38,983         34,389

Other                                                          2,308          2,452          2,577
                                                           ----------------------------------------
                                                             167,888        168,966        173,459
Current maturities                                           (14,295)       (14,364)       (13,071)
                                                           ----------------------------------------
                                                           $ 153,593      $ 154,602      $ 160,388
                                                           ========================================
</TABLE>


In March 2005, in  conjunction  with the  acquisition of cable assets in Utah, a
subsidiary of the Company borrowed $2.2 million from a bank at variable interest
rates included in Bank Credit facilities above.

In April 2005,  Interactive  received a commitment  letter for a new $10 million
unsecured  revolving credit facility,  at 1.5% over prime,  expiring in 2008, to
replace  the  existing  short-term  line of credit  facility.  Such  facility is
subject to  negotiation  of terms and there can be no assurance  that it will be
completed.

F.       Comprehensive Income

Other  comprehensive  income,  net of tax,  which  consists of unrealized  gains
(losses) on available for sale  securities,  as of March 31, 2005,  December 31,
2004 and March 31, 2004 are as follows (in thousands):

<TABLE>
<CAPTION>

                                                             Unrealized Gain
                                                                 (Loss)         Tax Effect         Net
                                                            ----------------- --------------- --------------
                                                                            (in thousands)
<S>                                                                 <C>             <C>            <C>

Balance at December 31, 2004                                         $ 2,410         $ (822)        $ 1,588
Unrealized losses on available for sale securities, net                (140)              47           (93)
                                                            ----------------- --------------- --------------
Balance at March 31, 2005                                            $ 2,270         $ (775)        $ 1,495
                                                            ================= =============== ==============
Balance at March 31, 2004                                            $ 1,901         $ (648)        $ 1,253
                                                            ================= =============== ==============
</TABLE>


G.       Treasury Stock Purchases

During the three months ended March 31, 2005, the Company purchased 5,700 shares
of its common stock for treasury at an average investment of $31.53 per share.

                                       10
<PAGE>

H.       Litigation

False Claims Act Litigation.
Interactive and several other parties, including Interactive's CEO, and Fortunet
Communications,     L.P.,     which    was    Sunshine     PCS     Corporation's
predecessor-in-interest,  have been named as defendants in a lawsuit  originally
brought by Rufus C. Taylor, III ("Taylor" or the " relator") under the so-called
qui tam provisions of the federal False Claims Act in the United States District
Court for the District of Columbia.  The complaint was filed under seal with the
court in February 2001. At the initiative of one of the defendants, the seal was
lifted in January 2002. Under the False Claims Act, a private plaintiff called a
relator may file a civil action on the U.S.  government's behalf against another
party for violation of the statute.  In return, the relator receives a statutory
bounty from the government's litigation proceeds if he is successful.

The  main  allegation  in the case is that the  defendants  participated  in the
creation  of "sham"  bidding  entities  that  allegedly  defrauded  the  federal
Treasury  by  improperly   participating   in  certain  Federal   Communications
Commission ("FCC") spectrum auctions restricted to small businesses,  as well as
obtaining  bidding credits in other spectrum  auctions  allocated to "small" and
"very small"  businesses.  While the complaint  seeks to recover an  unspecified
amount of  damages,  which  would be subject  to  mandatory  trebling  under the
statute,  a report  prepared for the relator in February 2005 alleges damages of
approximately  $91  million in respect of  bidding  credits,  approximately  $70
million in respect of government loans and approximately $206 million in respect
of subsequent sales of licenses, in each case prior to trebling.

Interactive  strongly believes that this lawsuit is completely without merit and
that relator's damage  computations are without basis, and intends to defend the
suit vigorously.  The U.S.  Department of Justice has notified the court that it
has  declined to  intervene  in the case.  Nevertheless,  we cannot  predict the
ultimate  outcome  of the  litigation,  nor can we predict  the effect  that the
lawsuit  or its  outcome  will  have  on our  business  or  plan  of  operation.
Interactive  does not have any  insurance  to cover its cost of  defending  this
lawsuit,  which costs will be material.  Interactive  does have a directors  and
officers  liability  policy but the insurer has  reserved  its rights  under the
policy and, as a result,  any coverage to be provided to any director or officer
of Interactive in connection with a judgment  rendered in this action is unclear
at this time.

Interactive  was formally  served with the  complaint in July 2002. In September
2002, the defendants filed two motions with the United States District Court for
the  District  of  Columbia:  a motion to dismiss  the  lawsuit  and a motion to
transfer the action to the Southern District of New York. In September 2003, the
Court  granted our motion to transfer the action.  A scheduling  conference  was
held in February 2004, at which time the judge  approved a scheduling  order and
discovery commenced.  In July 2004, the judge denied in part and granted in part
our motion to dismiss.  Interactive and its  subsidiaries  remain parties to the
litigation.

In December 2004, the  defendants  filed a motion in the United States  District
Court  for the  District  of  Columbia  to  compel  the FCC to  provide  certain
information  subpoenaed  by  defendants in order to enable them to conduct their
defense.  This  motion was  denied in May 2005 and  defendants  are  considering
appropriate  responses.  The  preparation  and filing of dispositive  motions is
expected to begin shortly. See "History of Lynch's "C" Block Activities" below.

History of Lynch's "C" Block Activities.

As part of the Omnibus Budget Resolution of 1993, Congress authorized the FCC to
employ  competitive  bidding  procedures  to  select  among  mutually  exclusive
applicants for certain spectrum licenses. Initially the FCC had an initiative to
include, among others, African Americans,  Native Americans, Asian Americans and
women.  As a result of this,  the FCC  conducted  auctions  beginning in 1995 to
allocate  spectrum in a  competitive  manner.  Interactive  was a  participating
investor and/or service provider to various entities in this "C-Block" auction.

                                       11
<PAGE>

By December 18, 1995,  Interactive  (through its predecessor Lynch  Corporation)
had  investments  in five  entities  that  participated  in the FCC  auction for
broadband PCS "C" block spectrum (Auction 5). When the auction closed, on May 6,
1996,  these five  entities,  on a combined  basis,  were the higher bidders for
thirty-one  30 MHz licenses at a gross cost of $288.2  million.  These  entities
were initially put together under the FCC's initiative to include, among others,
women, African Americans,  Native Americans and Asian Americans.  As a result of
changes in these  initiatives,  these same  individuals  were qualified as small
businesses and remained eligible as bidders. These entities received $72 million
of bidding credits, and accordingly the net cost was $216.2 million. The federal
government  provided financing for 90% of the cost of these licenses,  or $194.6
million. Interactive's investments in these entities totaled $21 million.

Events during and subsequent to Auction 5, made financing these licenses through
the capital  markets much more difficult than originally  anticipated.  On April
18, 1997, among other reasons,  in order to obtain some economies of scale, such
as financing,  the five entities merged into Fortunet  Communications,  Inc. The
FCC, in partial response to actions by Nextwave and others,  promoted a plan for
refinancing  the "C" block  licenses.  In 1997, many of the license holders from
Auction 5, including Fortunet,  petitioned the FCC for relief in order to afford
these small  businesses the  opportunity to more  realistically  restructure and
build out their systems. The President of Fortunet, Karen Johnson,  participated
in an FCC sponsored  forum on this issue on June 30, 1997. The response from the
FCC,  which was  announced on September 26, 1997 and modified on March 24, 1998,
afforded  license holders four options.  One of these options was the resumption
of current debt payments,  which had been suspended earlier in 1997 for all such
license holders.  Another option,  amnesty, was to return all licenses and forgo
any amounts deposited in exchange for forgiveness of the FCC debt. Other options
included:  disaggregation,  splitting a 30 MHz license  into two 15 MHz licenses
and  forgoing 50% of the amount  deposited;  and  prepayment,  return of certain
licenses and  utilizing 70% of the amount  deposited to acquire other  licenses,
with the other 30% of the deposits to be forfeited.

On June 8, 1998,  Fortunet elected to apply its eligible credits relating to its
original  down  payment  to the  purchase  of three  licenses  for 15 MHz of PCS
spectrum in Tallahassee,  Panama City and Ocala, Florida. Consistent with an FCC
promulgated disaggregation  alternative,  Fortunet surrendered all the remaining
licenses and forfeited 30% of its original down payment in full  satisfaction of
its  government  obligations,  including  forgiveness  of all accrued  interest.
Accordingly,  Fortunet  retained 15 MHz of spectrum in the three Florida markets
covering a population  of  approximately  962,000 at a net auction cost of $15.8
million. As a result of this FCC process, disaggregation resulted in a reduction
of the bidding  credits to $5.3 million.  Fortunet also lost $6.0 million of its
down payment. As a result of this decision,  during 1997, Interactive recorded a
$7.0 million write down of its investment in Fortunet. As a lawyer who worked on
many  applications  for FCC  licenses,  Taylor  (the  relator  in this  case) is
doubtless aware of the details of these FCC initiated  alternatives  for the "C"
Block, as presumably are his law firms.

On April 15, 1999,  the FCC  completed a reauction  of all the C-Block  licenses
that were  surrendered,  including the 15 MHz of spectrum that Fortunet returned
to the FCC on June 8, 1998 in respect of the Tallahassee, Panama City and Ocala,
Florida markets. In that reauction,  the successful bidders paid a total of $2.7
million for those three 15 MHz  licenses  returned by Fortunet  versus the $15.8
million paid by Fortunet.  As a result of this auction,  Interactive  recorded a
further write down of its  investment of $15.4  million,  including  capitalized
costs, to reflect the amount bid for the similar licenses in the reauction.

In February 2000, Fortunet merged with Sunshine PCS Corporation, which by way of
a spin-off from Lynch Interactive  became a public company.  It traded under the
symbol SUNPA.

On December 31, 2003,  Sunshine,  after  appropriate  corporate  and  regulatory
steps,  sold its three 15 MHz licenses to Cingular  Wireless for $13.75 million.
Interactive  received  $7.6 million as part of the sale  transaction  versus its
cash  investment  of $21.9  million  initially  invested  in the  original  five
entities in 1992.

Other Litigation.
In addition to the litigation described above, Interactive is a party to routine
litigation incidental to its business. Based on information currently available,
Interactive  believes  that none of this  ordinary  routine  litigation,  either
individually  or in the aggregate,  will have a material effect on its financial
condition and results of operations.

                                       12
<PAGE>

I.       Potential MCI/WorldCom Recovery

During 2002, the Company wrote off all receivables  associated with MCI/WorldCom
("MCI"),  which had declared  bankruptcy at that time. While Interactive has not
received  settlement  from the bank of claims,  it is currently  estimated  that
Interactive  could receive $0.3 million.  Such amounts have not been included in
the attached financial statements and income will only be recorded to the extent
received.

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

This  discussion  should  be  read  together  with  the  Consolidated  Financial
Statements  of  Interactive  and the notes  thereto  included  elsewhere in this
Annual Report.

RESULTS OF OPERATIONS

Overview

Interactive has grown primarily through the selective acquisition of rural local
exchange carriers ("RLECs") and by offering additional services such as Internet
service,  alarm services,  long distance service and competitive  local exchange
carrier  ("CLEC")  service.  From 1989  through  the current  reporting  period,
Interactive  (and  its  predecessor  corporation)  acquired  fourteen  telephone
companies,  four of which have indirect  minority  ownership of 2% to 19%, whose
operations range in size from approximately 800 to over 10,000 access lines. The
Company's  telephone  operations  are  located in Iowa,  Kansas,  Michigan,  New
Hampshire, New Mexico, New York, North Dakota, Utah and Wisconsin.

The  telecommunications   industry  in  general  and  the  RLECs  that  comprise
Interactive's  business  face a number of economic or  industry-wide  issues and
challenges.

o         Regulatory- The  Telecommunications  Act of 1996 and other federal and
          state  legislation  and regulations  have a significant  impact on the
          industry and on rural carriers in particular.  Interactive's telephone
          companies   are  all  RLECs  serving  very  high  cost  areas  with  a
          significant  portion of their  revenues  being derived from federal or
          state support  mechanisms,  which are referred to as Universal Service
          Funds ("USF").  The revenues and margins of our RLEC  subsidiaries are
          largely dependent on the continuation of such support mechanisms.

o         Competition- The effects of competition from CLECs,  wireless service,
          high speed  cable,  Voice Over  Internet  Protocol  ("VoIP") and other
          internet  providers is an industry-wide  issue that is felt to varying
          degrees by our rural telephone companies.

o         The economy- Unemployment,  building starts, business bankruptcies and
          the overall health of the economy have a significant  effect on demand
          for our services.

o         Telecommunication bankruptcies- Interactive's telephone companies have
          significant,  normal course of business receivables from interexchange
          carriers,  such as MCI or Global  Crossings  who filed for  bankruptcy
          and, as a result, have been written-off. Additional bankruptcies could
          have a  significant  effect on our  financial  condition.  The Company
          expects to recover settlements from MCI in 2005.

      o   Market  challenges-  Our phone  companies  are required to comply with
          industry-wide  initiatives  such as local number  portability  and the
          requirements of the Communications Assistance for Law Enforcement Acto
          ("CALEA")  that are expensive to implement and that in some cases have
          limited demand in our markets.

                                       13
<PAGE>

Interactive generates cash and earns telecommunications  revenues primarily from
local network  access,  intrastate and interstate  access revenue and from state
and federal USF support mechanisms. Due to the nature of the Company's regulated
telephone  operations,  revenues and operating  expenses are  relatively  stable
period to period.

o        Local  Revenues - The number of access  lines is the primary  driver of
         local network access  revenues.  In addition,  the ratio of business to
         residential  lines, as well as the number of features  subscribed to by
         customers are secondary drivers.

o        Intrastate access revenues - Customer usage, primarily based on minutes
         of use,  and the  number of access  lines are the  primary  drivers  of
         intrastate   access  revenues  since  the  Company's  RLECs  are  on  a
         "bill-and-keep" basis.

o        All  of  our  RLECs   participate  in  the  National  Exchange  Carrier
         Association  ("NECA") access pools.  Interstate  access revenues depend
         upon whether the RLEC has elected to be "cost-based" or has remained an
         "average  schedule"  carrier.  The  revenues  of  our  nine  cost-based
         carriers  directly  correlate to the  rate-of-return  on regulated  net
         investment earned by the NECA access pools plus the amount of regulated
         operating  expenses including taxes. The revenues of the Company's five
         average  schedule  subsidiaries  correlate to usage based  measurements
         such as access  lines,  interstate  minutes-of-use,  and the number and
         mileage of different types of circuits.  The average schedule  formulas
         are intended to be a proxy for cost-based recovery.

o        USF subsidies are primarily  driven by investments in specific types of
         infrastructure,  as well as certain operating expenses and taxes of the
         Company.  Interstate  and  intrastate USF subsidies are included in the
         respective  interstate  and intrastate  access revenue  captions in the
         breakdown of revenue and operating expenses which follows.

o        Other   business   revenue:   Interactive's   companies   also  provide
         non-regulated  telecommunications related services,  including Internet
         access service,  wireless and long distance resale service,  in certain
         of its telephone service and adjacent areas.  Interactive also provides
         and   intends   to   provide   more   local    telephone    and   other
         telecommunications  service  outside  certain of its franchise areas by
         establishing  CLEC  operations in selected  nearby areas.  In addition,
         certain  of  Interactive's  companies  have  expanded  into  cable  and
         security businesses in the areas in which they operate.

o        Long  Distance  revenues  are only  retained  by the  Company  if it is
         providing  the long  distance  service to the end user  customer as the
         toll provider.  For unaffiliated IXCs who contract with Interactive for
         billing services, the Company provides billing services and receives an
         administrative handling fee.

The  following   are   material   opportunities,   challenges   and  risks  that
Interactive's  executives are currently focused on, as well as actions that are
being taken to address the concerns:

o    Universal Service Reform:  Efforts to modify universal  service  mechanisms
     are  currently  underway  at the  FCC.  In June  2004,  the FCC  asked  the
     Federal-State  Joint Board on Universal  Service  ("Joint Board") to review
     the rules relating to the high-cost  universal  service support  mechanisms
     for rural  carriers and to determine  the  appropriate  rural  mechanism to
     succeed  the  five-year  plan  adopted in the Rural Task  Force  Order.  In
     particular,  the FCC  asked the Joint  Board to make  recommendations  on a
     long-term  universal  service  plan that  ensures that support is specific,
     predictable,  and sufficient to preserve and advance universal service. The
     FCC asked the Joint Board to ensure that its recommendations are consistent
     with the goal of ensuring that consumers in rural,  insular,  and high-cost
     areas have access to  telecommunications  and information services at rates
     that are affordable and reasonably  comparable to rates charged for similar
     services in urban areas. The FCC also asked the Joint Board to consider how
     support can be effectively  targeted to rural telephone  companies  serving
     the highest cost areas,  while protecting against excessive fund growth. In
     conducting its review, the Joint Board is supposed to take into account the
     significant  distinctions  among  rural  carriers,  and  between  rural and
     non-rural  carriers and consider  all options for  determining  appropriate
     universal service support.  The Company participated with the RLEC industry
     in comments to the FCC  regarding  the  potential  impact to customers  and
     RLECs in rural  America.  Total USF support  payments  are  material to the
     Company's financial results.

                                       14
<PAGE>

o             Intercarrier Compensation and Access Charge Reform: The Company is
              actively participating in the RLEC industry's efforts to determine
              how  intercarrier   compensation  and  access  charges  should  be
              modified without sustaining revenue losses for RLECs.

o             Loss of Access Revenues from VoIP and wireless usage:  The Company
              is  experiencing  revenue losses as usage  transfers from landline
              service  provided by the Company's  subsidiaries to either VoIP or
              wireless  services.  VoIP  traffic  currently  does not pay access
              charges or  contribute to universal  service.  The FCC has several
              proceedings  underway to determine  whether  VoIP  traffic  should
              contribute  for the use of the network and  contribute to USF. The
              Company is participating in the RLEC industry efforts to have VoIP
              traffic  contribute for use of the underlying network on which the
              VoIP call travels. To offset revenue losses from traditional voice
              services, Interactive is installing more broadband services and is
              exploring how to best incorporate VoIP into its business model.

o             Intrastate  revenue and operating income at our Michigan telephone
              company will be substantially reduced in the future due to a state
              requirement to expand the local calling area. The Company  intends
              to file  with the state  commission  to  recover a portion  of the
              revenue  deficiency  by increasing  local access  rates,  however,
              there is no assurance that it will be successful.

Three months ended March 31, 2005 compared to 2004
--------------------------------------------------
The following is a breakdown of revenues and operating costs and expenses: (in
thousands)

<TABLE>
<CAPTION>

                                                     Three months ended March 31,         Increase
                                                     2005                2004            (Decrease)
                                                 ----------------    ---------------    --------------
                                                             (Unaudited)
<S>                                                     <C>               <C>                  <C>

Revenues:
Local access                                              $2,858            $ 2,889              $(31)
Interstate access                                          9,695              9,338               357
Intrastate access                                          3,697              4,121              (424)
Other business                                             5,368              5,076               292
                                                 ----------------    ---------------    --------------
  Total                                                   21,618             21,424               194
                                                 ----------------    ---------------    --------------

Operating Cost and Expense:
Cost of revenue                                            7,651              7,203                448
General and administrative costs at
  operations                                               3,423              3,139                284
Corporate office expenses                                  2,091                973              1,118
Depreciation and amortization                              5,195              5,221                (26)
                                                 ----------------    ---------------    ---------------
  Total                                                   18,360             16,536              1,824
                                                 ----------------    ---------------    ---------------
  Operating profit                                        $3,258            $ 4,888          $ (1,630)
                                                 ================    ===============    ===============
</TABLE>

Total  revenues in the 2005 first quarter  increased  $0.2 million,  or 0.9%, to
$21.6 million compared to $21.4 million in 2004. Local access revenue  decreased
by $31,000  resulting from a 3.4% decrease in access lines  partially  offset by
the sale of  additional  features.  The  decrease in access  lines is due to the
increase in cell phone usage and  reduction in second lines as customers  switch
from dial-up internet service to DSL.  Interstate  access revenue increased $0.4
million in 2005 primarily due to infrastructure  development  undertaken in 2002
and 2003, which entitled the Company to increased network access and USF support
primarily at the Haviland  Telephone Company in Kansas,  and to a lesser extent,
at our Michigan telephone  company.  Intrastate network access revenue decreased
$0.4 million due to a loss of toll revenue for dial-up access to the internet at
our Michigan  telephone  company,  the gradual  phase-out of a New York pool for
small  carriers,  and a reduction of minutes of use at several of our companies.
Other business revenues increased $0.3 million due to increased DSL penetration,
and  revenues  from a small cable  company in Utah that the Company  acquired in
February 2004.
                                       15
<PAGE>

Total costs and expenses  increased  by $1.8  million to $18.4  million in 2005.
Costs of revenue  increased $0.4 million,  or 6.2%, due to additional  operating
costs related to the infrastructure  development in Haviland and costs generated
by the cable  television  operation  acquired  in  February  2004.  General  and
administrative costs incurred at the operations increased $0.3 million primarily
due to  professional  fees with  regard to local area  calling in  Michigan  and
increased  audit and  Sarbanes - Oxley  implementation  fees.  Corporate  office
expenses  increased  $1.1  million  resulting  from $1.2  million of legal costs
incurred  defending  the False Claims Act  litigation  in 2005  compared to $0.4
million in 2004. In addition, the Company incurred legal and consulting costs in
conjunction  with a  shareholder  proposal to  deregister  as a public  company.
Depreciation and amortization was relatively consistent in the two periods.

As a result of the above,  operating profit in 2005 decreased by $1.6 million to
$3.3 million compared to 2004.

Adjusted Operating Profit

Adjusted operating profit is used by our management as a supplemental  financial
measure to evaluate the operating  performance of our business that, when viewed
with our GAAP results and the accompanying reconciliations,  we believe provides
a more complete  understanding of factors and trends affecting our business than
the GAAP results alone.  We also regularly  communicate  our adjusted  operating
profit to the public through our earnings  releases  because it is the financial
measure commonly used by analysts that cover the telecommunications industry and
our  investor  base to evaluate  our  operating  performance.  In  addition,  we
routinely  use  adjusted  operating  profit as a metric  for  valuing  potential
acquisitions.  We  understand  that  analysts and  investors  regularly  rely on
non-GAAP  financial  measures,  such as adjusted  operating profit, to provide a
financial  measure by which to compare a company's  assessment  of its operating
performance against that of other companies in the same industry.  This non-GAAP
financial  measure  is  helpful  in more  clearly  reflecting  the  sales of our
products and services,  as well as highlighting trends in our core business that
may not otherwise be apparent when relying  solely on GAAP  financial  measures,
because this non-GAAP financial measure eliminates from earnings financial items
that have less bearing on our performance.

Interactive's  management  believes  strongly  in growing  intrinsic  value as a
long-term  prescription for managing an enterprises health. Our local management
teams run their respective businesses as stand-alone,  entrepreneurial units. We
believe that  adjusted  operating  profit is the clearest  indicator of the cash
flow generating  ability and long-term  health of such units. We value potential
acquisitions on the same basis.

The term "adjusted  operating  profit" as used in this Form 10-Q/A refers to,for
any period,  net income (loss) before all components of "Other income (expense)"
(consisting  of  investment  income,  interest  expense,  equity in  earnings of
affiliates,  gains and losses on disposition of or impairment of assets), income
taxes,  depreciation,  amortization,  minority interests and income or loss from
discontinued operations.

Set forth below are  descriptions of the financial items that have been excluded
from net income (loss) to calculate  adjusted  operating profit and the material
limitations associated with using this non-GAAP financial measure as compared to
the use of the most directly comparable GAAP financial measure:
o        The amount of interest  expense we incur is significant and reduces the
         amount  of  funds  otherwise  available  to use in  our  business  and,
         therefore, is important for investors to consider.  However, management
         does not consider the amount of interest  expense when  evaluating  our
         core operating performance.

                                       16
<PAGE>

o        Investment  income is  considered  to be similar to  interest  expense.
         Although it is important for investors to consider, management does not
         consider  the amount of  investment  income  when  evaluating  our core
         operating performance.

o        Management  does not consider  income tax expense when  considering the
         profitability of our core operations. Nevertheless, the amount of taxes
         we are required to pay reduces the amount of funds otherwise  available
         for use in our  business  and thus may be  useful  for an  investor  to
         consider.

o        Depreciation  and amortization are important for investors to consider,
         even though they are non-cash charges, because they represent generally
         the wear and tear on our property,  plant and equipment,  which produce
         our revenue. We do not believe these charges are indicative of our core
         operating performance.

o        Income from equity  investments  relates to our proportionate  share of
         income or loss from the entities in which we hold  minority  interests.
         We do not  control  these  entities  and,  as such,  do not believe the
         income  we  receive  from  such  entities  is  indicative  of our  core
         operating performance.

o        Minority  interest  in  (income)  loss of  subsidiaries  relates to our
         minority  investors'  proportionate  share of  income  or losses in our
         non-wholly owned subsidiaries,  which generated non-cash charges to our
         operating  results.  Operating  results  attributable to these minority
         investors'  investments do not necessarily result in any actual benefit
         or detriment to us and, therefore,  we believe it would be more helpful
         for an investor to exclude such items as being more  reflective  of our
         core operating performance.

o        Gain  or  losses  on  the   disposition  of  assets  or  impairment  of
         investments  may increase or decrease the cash available to us and thus
         may be  important  for  an  investor  to  consider.  We are  not in the
         business of acquiring or disposing of assets and, therefore, the effect
         of the dispositions of assets may not be comparable from  year-to-year.
         We believe such gains or losses recorded on the disposition of an asset
         do not reflect the core operating performance of our business.

o        Management  compensates for the above-described  limitations of using a
         non-GAAP  financial  measure by using this non-GAAP  financial  measure
         only  to  supplement  our  GAAP  results  to  provide  a more  complete
         understanding  of  the  factors  and  trends  affecting  our  business.
         Adjusted  operating  profit should not be considered to be a substitute
         for net income as an  indicator  of the  Company's  operating
         performance.


                                       17
<PAGE>

The  following  table provides the components of Adjusted  Operating  Profit and
reconciles it to net income: (in thousands).

<TABLE>
<CAPTION>

                                               Three months ended March 31,
                                           ------------------------------------
                                                                                  Increase
                                                  2005               2004        (decrease)
                                                  ----               ----        ------------
<S>                                             <C>                <C>            <C>

  Adjusted operating profit from:
   Operating units                                $ 10,544          $ 11,082       $ (538)
   Corporate expense:
     False Claims Act litigation and SOX
     consulting                                     (1,201)             (382)        (819)
     Other                                            (890)             (591)        (299)
                                           ------------------- ----------------- ------------
     Total corporate expenses                       (2,091)             (973)      (1,118)
                                           ------------------- ----------------- ------------
Adjusted operating profit                         $  8,453          $ 10,109     $ (1,656)
                                           =================== ================= ============

Reconciliation to net income:
Adjusted operating profit                         $  8,453         $  10,109      $(1,656)
Depreciation and amortization                       (5,195)           (5,221)          26
Investment income                                      793               728           65
Interest expense                                    (2,823)           (2,819)          (4)
Equity in income of affiliates                         711               712           (1)
Income tax                                            (767)           (1,449)         682
Minority Interests                                    (477)             (457)         (20)
                                           ------------------- ----------------- ------------
Net income                                         $   695          $  1,603        $ 908
                                           =================== ================= ============
</TABLE>

Other Income (Expense)

In  2005,  investment  income  increased  by $0.1  million  primarily  due to an
increase in CoBank  patronage  refunds and a $0.1 million  retroactive  dividend
from Iowa Network Services. Such increases were offset by a $0.2 million gain on
the sale of an investment in the 2004 period.

Interest  expense was  unchanged  due  primarily  to lower  average  outstanding
borrowings partially offset by higher interest rates.

Equity  in  earnings  of  affiliates  was  $0.7  million  in both  2005 and 2004
reflecting  consistent earnings of the Company's New Mexico cellular investments
(RSA 3 and 5) in both periods.

Income Tax Provision

The income tax provision includes federal, as well as state and local taxes. The
tax  provision  for 2005 and 2004,  represent  effective  tax rates of 45.7% and
41.3%,  respectively.  The  difference  between  these  effective  rates and the
federal  statutory rate is principally due to state income taxes,  including the
effect of earnings attributable to different state jurisdictions.

Minority Interests

Minority  interests  decreased  earnings  by $0.5  million in both 2005 and 2004
reflecting  the  consistent  earnings  of  the  Company's  New  Mexico  cellular
investments.

Net Income

Net income in 2005 was $0.7  million,  or $0.25 per share  (basic and  diluted),
compared to a net income last year of $1.6  million,  or $0.58 per share  (basic
and diluted). The Company has no dilutive instruments outstanding.

                                       18

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

The debt at each of Interactive's  subsidiary companies contains restrictions on
the  amount  of  funds  that  can be  transferred  to  their  respective  parent
companies.   The  Interactive  parent  company  ("Parent  Company")  needs  cash
primarily to pay corporate  expenses,  federal income taxes and to invest in new
opportunities,  including spectrum licenses. The Parent Company receives cash to
meet  its  obligations   primarily  through   management  fees  charged  to  its
subsidiaries, a tax sharing agreement with its subsidiaries,  usage of a line of
credit facility,  and has obtained  additional  liquidity by refinancing certain
subsidiary debt. In addition,  the Parent Company considers various  alternative
long-term  financing  sources:  debt,  equity,  or sale of investments and other
assets.

The Parent Company's  short-term line of credit  facility,  which expires August
31, 2005,  has a maximum  availability  totaling $5.0  million,  $3.2 million of
which was  available at March 31, 2005.  In April 2005,  Interactive  received a
commitment letter for a new $10 million unsecured revolving credit facility,  at
1.5% over prime,  expiring in 2008, to replace the existing  short-term  line of
credit facility.  Such facility is subject to negotiation of terms and there can
be no  assurance  that  it will  be  completed.  If  such  new  facility  is not
completed,  management  believes that it has various alternative means to obtain
adequate resources to fund operations over the next twelve months.

The  Company's  RLECs  and other  businesses  need  cash to fund  their  current
operations, as well as future long-term growth initiatives.  Each RLEC and other
business  finances  its cash  needs  with cash  generated  from  operations,  by
utilizing  existing  borrowing  capacity or by entering into new long-term  debt
agreements.  New business acquisitions are generally financed with a combination
of new long-term debt,  secured by the acquired assets, as well as cash from the
Parent. While management expects that both Parent and the operating subsidiaries
will be able to obtain  adequate  financing  resources  to enable the Company to
meet its obligations, there is no assurance that such can be readily obtained or
at reasonable  costs.  The Company is obligated  under long-term debt provisions
and  lease  agreements  to make  certain  cash  payments  over  the  term of the
agreements. The following table summarizes, as of March 31, 2005 for the periods
shown,  these  contractual  obligations and certain other financing  commitments
from banks and other financial institutions that provide liquidity:

<TABLE>
<CAPTION>

                                                              Payments Due by Period
                                                                  (In thousands)

                                                      Less than                                   After 5
                                         Total         1 year      1 - 3 years    4 - 5 years      years
                                      ------------- -------------- ------------- -------------- -------------
<S>                                     <C>             <C>            <C>           <C>            <C>

Long-term debt (a)                       $ 167,888        $14,295       $65,666        $36,449       $51,478
Operating leases                             1,275            277           469            225           304
Notes payable to banks                       5,980          5,980            --             --            --
Guarantees                                   3,750          3,750            --             --            --
                                      ------------- -------------- ------------- -------------- -------------
Total contractual cash obligations
and commitments                          $ 178,893        $24,302       $66,135        $36,674       $51,782
                                      ============= ============== ============= ============== =============
</TABLE>

(a) Does not include interest payments on debt.

A subsidiary of the Company has guaranteed $3.8 million of an equity  investees'
total debt of $9.4  million.  The guarantee is in effect for the duration of the
loan  which  expires  on  December  31,  2005 and would be payable if the equity
investee fails to make such payment in accordance with the terms of the loan.

                                       19
<PAGE>

At March 31,  2005,  total debt  (including  notes  payable to banks) was $173.9
million,  an increase of $0.1 million from December 31, 2004. At March 31, 2005,
there was $105.0 million of fixed interest rate debt outstanding  averaging 7.0%
and $68.9 million of variable  interest rate debt  averaging  5.8%.  The debt at
fixed interest rates  includes $39.0 million of  subordinated  notes at interest
rates  averaging 9.4% issued to sellers as part of  acquisitions.  The long-term
debt facilities at certain subsidiaries are secured by substantially all of such
subsidiaries  assets,  while at other  subsidiaries  it is secured by the common
stock of such  subsidiaries.  In addition,  the debt facilities  contain certain
covenants  restricting  distribution  to Lynch  Interactive.  At March 31, 2005,
December 31, 2004 and March 31, 2004, substantially all of the subsidiaries' net
assets are restricted.

Interactive has a high degree of financial  leverage.  As of March 31, 2005, the
ratio of total debt to equity was 5.0 to 1. Certain  subsidiaries also have high
debt to equity ratios.  Management believes that it is currently more beneficial
to hold excess cash at certain of our  subsidiaries  rather than  utilizing  the
cash to pay-down existing credit facilities.

As of March 31,  2005,  Interactive  had  current  assets of $40.9  million  and
current  liabilities of $39.3 million  resulting in a working capital surplus of
$1.6 million, compared to a surplus of $3.9 million at December 31, 2004.

Sources and Uses of Cash

Cash at March 31, 2005, was $29.7 million,  an increase of $2.5 million compared
to December 31, 2004. The majority of the cash is restricted by debt covenant to
the subsidiary  that generated it and is generally not available for transfer to
the Parent Company. In 2005, net cash provided by operations of $7.4 million was
used to invest in plant and  equipment  and to repay debt.  The  acquisition  of
cable assets in March 2005 was primarily funded with new borrowings.

Capital expenditures were $1.9 million in the first quarter of 2005, compared to
$2.6  million  in 2004  which is  predominantly  spent at the  RLECs and will be
included in their rate bases for rate setting purposes.  Capital expenditures in
2005 are expected to be approximately  $11 million,  most of which will be added
to the RLEC rate bases.

On March 18, 2005, a subsidiary of the Company,  Central Telcom  Services,  LLC,
closed on an  agreement  with  Precis  Communications,  LLC,  to acquire a cable
television assets for a purchase price of $3.5 million of which $2.2 million was
financed with secured bank debt.

The Company has initiated an effort to monetize certain of its assets, including
selling a portion or all of its investment in certain of its operating  entities
and  equity  investments.  These  initiatives  may  include  the sale of certain
telephone operations where growth opportunities are not readily apparent.  There
is no  assurance  that all or any part of this  program  can be  effectuated  on
acceptable terms.

Subsequent to the spin-off by Lynch Corporation, the Board of Directors of Lynch
Interactive  Corporation  authorized  the  purchase  of up to 100,000  shares of
common  stock.  Through March 31, 2005,  72,700 shares had been  purchased at an
average cost of $32.26 per share.

President  Bush's proposed  Budget for Fiscal Year 2006  establishes the process
and terms to implement  the  dissolution  of the Rural  Telephone  Bank ("RTB").
Under  RTB's  By-Laws,  on  dissolution,  the holders of its Class B and Class C
stock  would be paid the par value of their  stock.  As of March 31,  2005,  the
total par value of RTB Class B and Class C stock at the  Company's  subsidiaries
was $11.3 million. The net book value and tax basis of this stock, at that date,
was $1.1 million. The dissolution of the RTB and payments to the stockholders is
subject to numerous approvals and actions,  including  Congressional approval of
President Bush's proposed Budget for Fiscal Year 2006 and actions by RTB's Board
of Directors.  Therefore,  the Company cannot  predict  whether,  or when,  such
payments will actually be made to the Company's subsidiaries.

                                       20
<PAGE>

Lynch Corporation, the Company's predecessor, has not paid any cash dividends on
its common stock since 1989. The Company has not paid any cash  dividends  since
its  inception  in 1999 and does not expect to pay cash  dividends on its common
stock in the foreseeable  future.  Interactive  currently  intends to retain its
earnings,  if any,  for use in its  business.  Further  financing  may  limit or
prohibit the payment of dividends.

Contingencies

False Claims Act Litigation.
Interactive and several other parties, including Interactive's CEO, and Fortunet
Communications,     L.P.,     which    was    Sunshine     PCS     Corporation's
predecessor-in-interest,  have been named as defendants in a lawsuit  brought by
Taylor under the so-called qui tam provisions of the federal False Claims Act in
the United States District Court for the District of Columbia. The complaint was
filed under seal with the court in February  2001.  At the  initiative of one of
the defendants, the seal was lifted in January 2002. Under the False Claims Act,
a  private  plaintiff  called  a  relator  may file a civil  action  on the U.S.
government's  behalf  against  another  party for  violation of the statute.  In
return, the relator receives a statutory bounty from the government's litigation
proceeds if he is successful.

The  main  allegation  in the case is that the  defendants  participated  in the
creation  of "sham"  bidding  entities  that  allegedly  defrauded  the  federal
Treasury by improperly participating in certain FCC spectrum auctions restricted
to small  businesses,  as well as obtaining  bidding  credits in other  spectrum
auctions allocated to "small" and "very small"  businesses.  While the complaint
seeks to recover an  unspecified  amount of  damages,  which would be subject to
mandatory  trebling  under the  statute,  a report  prepared  for the relator in
February 2005 alleges damages of approximately $91 million in respect of bidding
credits,   approximately   $70  million  in  respect  of  government  loans  and
approximately  $206 million in respect of subsequent sales of licenses,  in each
case prior to trebling.

Interactive  strongly believes that this lawsuit is completely without merit and
that relator's  initial damage  computations  are without basis,  and intends to
defend the suit  vigorously.  The U.S.  Department  of Justice has  notified the
court that it has  declined to intervene  in the case.  Nevertheless,  we cannot
predict the ultimate  outcome of the  litigation,  nor can we predict the effect
that the lawsuit or its outcome will have on our business or plan of  operation.
Interactive  does not have any  insurance  to cover its cost of  defending  this
lawsuit,  which costs will be material.  Interactive  does have a directors  and
officers  liability  policy but the insurer has  reserved  its rights  under the
policy and, as a result,  any coverage to be provided to any director or officer
of Interactive in connection with a judgment  rendered in this action is unclear
at this time.

Interactive  was formally  served with the  complaint in July 2002. In September
2002, the defendants filed two motions with the United States District Court for
the  District  of  Columbia:  a motion to dismiss  the  lawsuit  and a motion to
transfer the action to the Southern District of New York. In September 2003, the
Court  granted our motion to transfer the action.  A scheduling  conference  was
held in February 2004, at which time the judge  approved a scheduling  order and
discovery commenced.  In July 2004, the judge denied in part and granted in part
our motion to dismiss.  Interactive and its  subsidiaries  remain parties to the
litigation.

In December 2004, the  defendants  filed a motion in the United States  District
Court  for the  District  of  Columbia  to  compel  the FCC to  provide  certain
information  subpoenaed  by  defendants in order to enable them to conduct their
defense.  This  motion was  denied in May 2005 and  defendants  are  considering
appropriate  responses.  The  preparation  and filing of dispositive  motions is
expected to begin shortly.

See also "H.  Litigation - History of Lynch's  C-Block  Activities"  above for a
history of our involvement in Auction 5.

Other Litigation.
In addition to the litigation described above, Interactive is a party to routine
litigation incidental to its business. Based on information currently available,
Interactive  believes  that none of this  ordinary  routine  litigation,  either
individually  or in the aggregate,  will have a material effect on its financial
condition and results of operations.

                                       21
<PAGE>

Critical Accounting Policies and Estimates

The  preparation of consolidated  financial  statements  requires  Interactive's
management to make estimates and judgments  that affect the reported  amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets  and  liabilities.   On  an  ongoing  basis,  Interactive  evaluates  its
estimates, including those related to revenue recognition, carrying value of its
investments  in  spectrum  entities  and  long-lived   assets,   purchase  price
allocations,  and contingencies and litigation.  Interactive bases its estimates
on historical  experience and on various other  assumptions that are believed to
be reasonable under the  circumstances,  the results of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates under different  assumptions or conditions.  Interactive  believes the
following critical accounting policies affect its more significant judgments and
estimates used in the preparation of its consolidated financial statements.

We believe that revenue from interstate  access is based on critical  accounting
estimates  and  judgment.  Such  revenue is derived  from  settlements  with the
National Exchange Carrier Association  ("NECA").  NECA was created by the FCC to
administer  interstate access rates and revenue pooling on behalf of small local
exchange carriers who elect to participate in a pooling environment.  Interstate
settlements are determined based on the various  subsidiaries' cost of providing
interstate  telecommunications service. Interactive recognizes interstate access
revenue as services are  provided  based on an estimate of the current year cost
of  providing  service.  Estimated  revenue  is  adjusted  to  actual  upon  the
completion of cost studies in the subsequent period.

Interactive's business development strategy is to expand its existing operations
through internal growth and acquisition. From 1989 through 2001, the Company has
acquired fourteen telephone companies.  Significant  judgments and estimates are
required to allocate the  purchase  price of  acquisitions  to the fair value of
tangible  assets  acquired and  identifiable  intangible  assets and liabilities
assumed.  Any excess  purchase  price over the above fair values is allocated to
goodwill.  Additional  judgments  and  estimates  are  required to  determine if
identified intangible assets have finite or indefinite lives.

Annually, the Company tests goodwill and other intangible assets with indefinite
lives  for  impairment.   The  Company  screens  for  potential   impairment  by
determining  fair value for each  reporting  unit. We estimate the fair value of
each  reporting  unit based on a number of subjective  factors,  including:  (a)
appropriate weighting of valuation approaches (income approach,  market approach
and  comparable  public  company  approach),  (b)  estimates  of our future cost
structure,  (c) discount  rates for our estimated  cash flows,  (d) selection of
peer group  companies for the public  company  approach,  (e) required  level of
working  capital,  (f) assumed  terminal value and (g) time horizon of cash flow
forecasts.

We  consider  the  estimate of fair value to be a critical  accounting  estimate
because (a) a potential goodwill  impairment could have a material impact on our
financial  position and results of operations and (b) the estimate is based on a
number of highly  subjective  judgments  and  assumptions,  the most critical of
which is that the regulatory environment will continue in its current form.

Interactive  tests its  investments  and other  long-term  non-regulated  assets
annually whenever events or changes in circumstances  indicate that the carrying
value of such assets may not be recoverable. Significant judgment is required to
determine if an  impairment  has occurred and whether such  impairment is "other
than temporary."

The  calculation  of  depreciation  and  amortization  expense  is  based on the
estimated economic useful lives of the underlying property,  plant and equipment
and intangible  assets.  Although  Interactive  believes it is unlikely that any
significant  changes to the useful  lives of its tangible or  intangible  assets
will occur in the near term, rapid changes in technology,  the discontinuance of
accounting under SFAS No. 71 by the Company's wireline subsidiaries,  or changes
in market  conditions  could result in revisions  to such  estimates  that could
materially  affect the carrying  value of these assets and the Company's  future
consolidated operating results.

                                       22
<PAGE>

Recently Issued Accounting Pronouncements

In December  2004,  the FASB  issued  SFAS  No.153,  "Exchanges  of  Nonmonetary
Assets",  which  eliminates the exception for  nonmonetary  exchanges of similar
productive  assets and  replaces it with a general  exception  for  exchanges of
nonmonetary  assets that do not have commercial  substance.  SFAS No.153 will be
effective for nonmonetary asset exchanges  occurring in fiscal periods beginning
after June 15,  2005.  The Company  does not believe the adoption of SFAS No.153
will have a material impact on its consolidated financial statements.

In December 2004, the FASB issued SFAS No.123(R),  "Share-Based Payment",  which
establishes  standards for  transactions in which an entity exchanges its equity
instruments  for goods or services.  This  standard  requires a public entity to
measure the cost of  employee  services  received  in  exchange  for an award of
equity  instruments  based  on the  grant-date  fair  value of the  award.  This
eliminates  the exception to account for such awards using the intrinsic  method
previously  allowable under APB Opinion No.25.  SFAS No.123(R) will be effective
for interim or annual reporting periods beginning on or after June 15, 2005. The
Company is currently  evaluating  the impact of the  adoption of SFAS  No.123(R)
will have on its consolidated financial statements.

In  March  2005,  the  FASB  issued   Interpretation  No.  47,  "Accounting  for
Conditional  Asset  Retirement  Obligations"  ("FIN 47"),  which  clarifies that
conditional  asset retirement  obligations are within the scope of SFAS No. 143,
"Accounting for Asset  Retirement  Obligations."  FIN 47 requires the Company to
recognize  a  liability  for the fair  value  of  conditional  asset  retirement
obligations if the fair value of the liability can be reasonably estimated.  The
Company does not believe that the adoption of FIN 47 will have a material impact
on its financial statements.



                                       23
<PAGE>


                                                                    SIGNATURE


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.


                                                LYNCH INTERACTIVE CORPORATION
                                                (Registrant)

                                                    /s/ Robert E. Dolan
                                                    -------------------
                                                        Robert E. Dolan
                                                    Chief Financial Officer
September 7, 2005


                                       24
<PAGE>


                                                                    Exhibit 31.1

                      Certification Pursuant to Section 302
                        of the Sarbanes-Oxley Act of 2002
I, Mario J. Gabelli, certify that:

1)   I have reviewed this quarterly  report on Form 10-Q/A of Lynch  Interactive
     Corporation;

2)   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4)   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5)   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: September 7, 2005                   By: /s/ Mario J. Gabelli
                                              --------------------
                                                 Mario J. Gabelli
                                            Chief Executive Officer

                                       25
<PAGE>


                                                                    Exhibit 31.2

                      Certification Pursuant to Section 302
                        of the Sarbanes-Oxley Act of 2002

I, Robert E. Dolan, certify that:

1)   I have reviewed this quarterly  report on Form 10-Q/A of Lynch  Interactive
     Corporation;

2)   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4)   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5)   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: September 7, 2005                    By: /s/ Robert E. Dolan
                                              -------------------
                                                  Robert E. Dolan
                                             Chief Financial Officer

                                       26
<PAGE>




                                                                    Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report on Form 10-Q/A of Lynch Interactive
Corporation  (the "Company") for the quarter ended March 31, 2005, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"),  Mario
J. Gabelli, Chief Executive Officer of the Company,  hereby certifies,  pursuant
to  18  U.S.C.  Section  1350,  as  adopted  pursuant  to  Section  906  of  the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.



                                             /s/ Mario J. Gabelli
                                             --------------------
                                            Name: Mario J. Gabelli
                                            Title: Chief Executive Officer
Date: September 7, 2005



This  certification  accompanies  the  Report  pursuant  to  Section  906 of the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002,  be deemed  filed by the  Company  for  purposes of
Section18 of the Securities Exchange Act of 1934.


                                       27
<PAGE>


                                                                    Exhibit 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In  connection  with  the  Quarterly  Report  on Form  10-Q/A  of Lynch
Interactive Corporation (the "Company") for the quarter ended March 31, 2005, as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  Robert E. Dolan,  Chief  Financial  Officer of the  Company,  hereby
certifies,  pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.



                                           /s/ Robert E. Dolan
                                           -------------------
                                           Name: Robert E. Dolan
                                           Title: Chief Financial Officer
Date: September 7, 2005



This  certification  accompanies  the  Report  pursuant  to  Section  906 of the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002,  be deemed  filed by the  Company  for  purposes of
Section18 of the Securities Exchange Act of 1934.


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