LINCOLN SNACKS CO
10-Q/A, 1996-08-02
SUGAR & CONFECTIONERY PRODUCTS
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                     SECURITIES AND EXCHANGE COMMISSION


                            Washington, DC 20549

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


                             FORM 10-Q-AMENDMENT


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


                For the Quarterly Period Ended March 30, 1996


                                     OR


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


              For the transition period from _______ to _______


                       Commission file number 0-23048


                           LINCOLN SNACKS COMPANY
           (exact name of registrant as specified in its charter)


                  Delaware                        47-0758569
      (State or other jurisdiction      (IRS Employer Identification No.)
    of incorporation or organization)

4 High Ridge Park, Stamford, Connecticut                    06905
(Address of principal executive offices)               (zip code)

    (Registrant's telephone number, including area code)  (203) 329-4545

                               Not Applicable
            (Former name, former address and former fiscal year,
                        if changed since last report)

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        

The number of shares of the issuer's Common Stock, $.01 par value,
outstanding on May 8, 1996 was 6,331,790 shares.

<PAGE>
                           LINCOLN SNACKS COMPANY
                        INDEX TO FORM 10-Q-AMENDMENT


                                                           PAGE



Signatures                                                  1


















































<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.



August 1, 1996                Lincoln Snacks Company 
                              (Registrant)



                              By:    /s/Karen Brenner                    
                              Name:  Karen Brenner
                              Title: Chairman of the Board and
                                     Chief Executive Officer; Director
                                     (Principal Executive Officer)



                              By:    /s/Kristine A. Crabs                
                              Name:  Kristine A. Crabs
                              Title: Vice President and Chief Financial 
                                     Officer, Secretary and Treasurer
                                     (Principal Financial Officer and
                                     Principal Accounting Officer)





























<TABLE> <S> <C>

<ARTICLE>         5
<MULTIPLIER>      1
       
<S>                                       <C>
<PERIOD-TYPE>                             9-MOS
<FISCAL-YEAR-END>                                JUN-30-1996
<PERIOD-END>                                     MAR-30-1996
<CASH>                                                53,158
<SECURITIES>                                               0
<RECEIVABLES>                                      3,240,607
<ALLOWANCES>                                         179,912
<INVENTORY>                                        2,036,187
<CURRENT-ASSETS>                                   5,304,204
<PP&E>                                             7,365,711
<DEPRECIATION>                                     1,807,869
<TOTAL-ASSETS>                                    14,559,984
<CURRENT-LIABILITIES>                              5,573,133
<BONDS>                                              509,323
                                      0
                                                0
<COMMON>                                              64,501
<OTHER-SE>                                         8,413,027
<TOTAL-LIABILITY-AND-EQUITY>                      14,559,984
<SALES>                                           18,579,534
<TOTAL-REVENUES>                                  18,579,534
<CGS>                                             13,186,000
<TOTAL-COSTS>                                     13,186,000
<OTHER-EXPENSES>                                           0
<LOSS-PROVISION>                                      46,000
<INTEREST-EXPENSE>                                   281,818
<INCOME-PRETAX>                                      508,946
<INCOME-TAX>                                          27,000
<INCOME-CONTINUING>                                        0
<DISCONTINUED>                                             0
<EXTRAORDINARY>                                            0
<CHANGES>                                                  0
<NET-INCOME>                                         481,946
<EPS-PRIMARY>                                            .08
<EPS-DILUTED>                                              0
        

</TABLE>


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