SECURITIES AND EXCHANGE COMMISSION

                    Washington, D. C.   20549

                     FORM 10-K AMENDMENT #1

          Annual Report Pursuant to Section 13 or 15(d)
             of the Securities Exchange Act of 1934


For fiscal year ended July 31, 1995    Commission File No. 0-5767

                LINCOLN INTERNATIONAL CORPORATION
     (Exact name of registrant as specified in its charter)

           Kentucky                               61-057092
(State or other jurisdiction of                (I.R.S. Employer
 incorporation or organization)               Identification No.)

    Suite No. 6, 120 Village Square
         Louisville, Kentucky                        40243
Address of principal executive office)            (Zip Code)

Registrant's telephone number, including area code:  (502)245-8814

Securities registered pursuant to Section 12(b) of the Act:

       Title of each class                          Name of each
                                                 exchange on which
                                                     registered

             none                                       none

   Securities registered pursuant to Section 12(g) of the Act:

                  Common Stock (no-par) voting
                         Title of class

                Common Stock (no-par) non-voting
                         Title of class

          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        

         State the aggregate market value of the voting stock held
by non-affiliates of the Registrant.  The aggregate market value
shall be computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a
specified date within 60 days prior to the date of filing.

          No regular market exists for either class of stock.



          Indicate the number of shares outstanding of each of the
Registrant's classes of common stock, as of the July 31, 1995.

          Common (voting) 100,000  Common (non-voting) 1,532,320


               DOCUMENTS INCORPORATED BY REFERENCE

          (1)  Annual Report-- 1994-1995

          (2)  Information Statement--1995

          Portions of the above Annual Report and Information
Statement to be issued are hereby incorporated by reference into
Parts II and III.


                             PART IV


ITEM 14:  Exhibits, Financial Statement Schedules and Reports on
Form 8-K

          Part IV which relates to Item 14 concerning exhibits,
financial statement schedules and reports is hereby amended to
include the following items by reference.

          (3)  Articles of Incorporation and By-Laws:  The articles
and by-laws of Lincoln International Corporation were filed as a
part of its Form 10 filing in September of 1971.

          (10)  Material Contracts:  A copy of a contract for the
sale of corporate assets between Farmers Friend Mineral Company,
Inc., a Kentucky corporation, and wholly owned subsidiary of the
Registrant, et al., to Music City Supplement Company, Inc., dated
the 16th day of September, 1986, effective September 15, 1986.

          (3)  A copy of a contract dated February 25, 1987,
between Lincoln International Corporation (Registrant) and
Continental Industries for the sale of inventory relating to LINCO
Shell Products and retention of certain trade names or trademarks,
a part of the agribusiness of Lincoln International Corporation.

          (4)  Form 8-K filed September, 1991, reporting sale and
disposition of assets of Lincoln Finance Company, Inc. to Kentucky
Finance Co., Inc. of three (3) of the four (4) finance companies
operated by Registrant.

          (5)  Articles of Merger of majority held subsidiary,
Professional Services, Inc., into Registrant as filed on Form 10K
for fiscal year 1991-1992.

          Form 10-K - 1995 (1)  A copy of the lease agreement dated
July 15, 1995, between LINCOLN INTERNATIONAL CORPORATION and
Kentucky Livestock Exchange (BOURBON STOCK YARD OPERATIONS) a
division of Michigan Livestock Exchange, et al.

          Form 10-K Amendment #1 - 1995 (1)  Financial Data
Schedule required by Article 5 of Regulation S-X is attached
herewith as Exhibit 27.
          
          Financial data and schedules are submitted separately as
a separate schedule and are attached hereto.


                           SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, Lincoln International
Corporation has duly caused this report to be signed on its behalf,
by the undersigned, President and Chief Executive Officer,
Thurman L. Sisney, and by its principal Financial Officer and
principal Accounting Officer, Secretary and Treasurer, Ronald
Osborn, as thereunto duly authorized in the City of Louisville,
Commonwealth of Kentucky, on the 10th day of January, 1996.

                                LINCOLN INTERNATIONAL CORPORATION


                                     ____________________________
                                By:  Thurman L. Sisney, President
                                Date: ___________________________


                                      ___________________________
                                By:   Ronald Osborn, Sec./Treas.
                                Date: ___________________________


          Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of LINCOLN INTERNATIONAL CORPORATION in the
capacities and on the date indicated.

SIGNATURE                          TITLE

(1)  Principal Executive Officers

_________________________________
Thurman L. Sisney                  President & Chairman of the
                                        Board

_________________________________
Ronald Osborn                      Secretary/Treasurer

(2)  Directors


_________________________________
Thurman L. Sisney                  Director


_________________________________
Charles Hamilton                   Director