UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1943
Amendment No. 2
LINCOLN SNACKS COMPANY
Name of Issuer
___________COMMON____________
Title of Class of Securities
_______534744107______
CUSIP Number
heck the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gofen and Glossberg, Inc.
Tax I.D. No. 36-3052539
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* [a] [ ]
[b] [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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NUMBER OF 5. SOLE VOTING POWER
SHARES 6,000
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY None
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 291,250
PEROSN 8. SHARED DISPOSITIVE POWER
WITH 15,250
9. AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
306,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Row 9 includes 15,250 shares with respect to which the power of disposition
is limited to the power to make recommendations regarding disposition.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8%
12. TYPE OF REPORTING PERSON*
IA
Item 1[a] Name of Issuer: Lincoln Snacks Company
Item 1[b] Address: 4 High Ridge Park
Stanford, CT 06905
Item 2[a] Name of Person Filing: Gofen and Glossberg, Inc.
Item 2[b] Address: Gofen and Glossberg, Inc.
455 Cityfront Plaza, Ste 3000
Chicago, IL 60611
Item 2[c] Citizenship: Illinois
Item 2[d] Title of Class of Securities: Common
Item 2[e] CUSIP Number: 534744107
Item 3 If this statement is filed
pursuant to Rules 13d-1(b),
or 13d-2(b), check whether
the person filing is a: (e) Investment adviser registered
under section 203 of the
Investment Advisor Act of 1940
Item 4[a] Amount Beneficially Owned: 306,500
Item 4[b] Percent of Class 4.8%
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Item 4[c] Number of Shares as to which
such person has:
(i) sole power to vote 6,000
(ii) shared power to vote: None
(iii) sole power to dispose: 291,250
(iv) shared power to dispose 15,250
Item 5 Ownership of Five Percent or Less
of a Class: YES
Item 6 Ownership of More than Five Percent
on Behalf of Another Person N/A
Item 7 Identification and Classification of
the Subsidiary which Acquired the
Security Being Reported on the
Parent Holding Company: N/A
Item 8 Identification and Classification
of Members of the Group: N/A
Item 9 Notice of Dissolution of Group N/A
Item 10 Certification:
By signing below, I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 11, 1997
Signature: William H. Gofen
Name/Title: William H. Gofen, President
Represents 15,250 shares with respect to which the power of disposition is
limited to the power to make recommendations regarding disposition; beneficial
ownership of such shares is disclaimed pursuant to Rule 13d-4 of the Securities
Exchange Act of 1934.
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