SECURITIES AND EXCHANGE COMMISSION

                          Washington, D. C.   20549

                                  FORM 10-K

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


For fiscal year ended July 31, 1996    Commission File No. 0-5767

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

           Kentucky                               # 61-0575092
(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, 1996.

            Common (voting) 100,000     Common (non-voting) 1,461,145


                     DOCUMENTS INCORPORATED BY REFERENCE

            (1)  Annual Report-- 1995-1996

            (2)  Information Statement--1996

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


                                  PART I


ITEM 1:  BUSINESS

            LINCOLN INTERNATIONAL CORPORATION (LINCOLN), incorporated
in 1960, is engaged in the management of agricultural properties
BOURBON STOCK YARDS (Bourbon) located in Louisville, Kentucky.

            BOURBON has been in continuous operation for 162 years
and was merged into LINCOLN in 1978.

            LINCOLN INTERNATIONAL entered into a lease agreement with
Kentucky Livestock Exchange, a division of Michigan Livestock
Exchange, a Michigan corporation, wherein, LINCOLN leased its
stockyards operations consisting of approximately seven acres with
the term of the lease being for a period of 10 years beginning on
July 15th, 1995, and ending on July 14th, 2005, with provisions for
payment of rent based on monthly pre-tax profits with a minimum
rent provision of $18,000.00 for the first two years.  The lease
agreement is based primarily on the number of head of farm animals
similar to that type of revenue received prior to the execution of
the lease.  (See Part IV.)

            On October 15, 1996, LINCOLN filed a complaint against
the lessees by which it is alleged that there has been  a violation
of the lease agreement, and LINCOLN  sought a restraining order,
temporary injunction and compensatory relief which, if not granted,
could cause LINCOLN to lose its prime source of income because of
the increased competition from the operation of the stockyards by
these companies within close proximity of Bourbon's operations.
(See Legal Proceedings Part III).

            Prior to the lease agreement of July 15th, 1995,
Lincoln's business consists of that of normal stock yard operations
of handling, receiving, shipping and reshipping, transferring and
yarding of all common types of livestock including cows, feeder
cattle, hogs, feeder pigs, slaughter cattle and sheep and other
related stock yard activities at Louisville, Kentucky (among the
largest in Kentucky).  The following schedule sets forth the amount
of receipt of farm animals during 1994 and 1995 prior to the lease
agreement with Michigan Stock Exchange.  Since sheep are of such a
small number, they are not included within the receipts comparison.

                               1994                 1995

Feeder cattle                137,676              132,184           
Slaughter cattle              52,252               50,745
Hogs                          47,664               45,875
Feeder pigs                   11,532               11,390

            Most of the animals received come from the Kentucky-
Indiana area.  There are numerous other smaller yards which provide
little or no competition to BOURBON.

            Prior to the lease agreement, income was determined by
the number of animals handled and poor market prices, weather
conditions or disease over an extended period of time could
materially affect the number of animals handled and thus affect its
income.  The animals are supplied by many farmers, none of which
account for any material portion of the supply.  (See Item 7 of
Part II herein.)

            BOURBON is subject to the rules and regulations of and
must file (publicly available) reports with, the Interstate
Commerce Commission (ICC) and the United States Department of
Agriculture (USDA).  BOURBON'S disposal of its waste materials is
in compliance with federal, state and local environmental laws.


            EMPLOYEES:

            As of July 31, 1996, LINCOLN employed three (3)
administrative personnel.



            MAJOR BUSINESS SEGMENTS - FINANCIAL DATA

            The following is a report of the major business segments
and the corresponding financial data.

            Prior to July 31, 1995, the Company considered its
activities to comprise two segments:  (1) financial lending and
(2) agribusiness.  After July 31, 1995, the company operated only
an agribusiness.  Summary data for 1996, 1995 and 1994 is as
follows:




                                  1996       1995        1994   

Revenues:
  Finance                        $      0 $   58,625  $  180,462
  Agribusiness                    298,272  1,296,663   1,316,632
  Other                             3,357      6,884      10,164

    Consolidated                 $301,629 $1,362,172  $1,507,258

Operating profit (loss):
  Finance                        $ -2,925   $-15,243    $ 31,848
  Agribusiness                     86,314    161,081     132,454
    Total segments                 83,389    145,838     164,302
  Corporate and other
    expenses                     -226,354   -246,312    -135,238

    Income (loss) from
      operations                 -142,965   -100,474      29,064
Nonoperating income               732,496    123,082       2,452
Interest expense                  -80,405   -104,336    -100,519

    Income (loss) before
      income taxes               $509,126   $-81,728    $-69,003

Total assets:
  Finance                      $        0 $      491  $  545,209
  Agribusiness                  1,127,211  1,283,533   1,333,934
    Total segments              1,127,211  1,284,024   1,879,143
  Corporate and other             231,574    339,342      80,426

    Consolidated               $1,358,785 $1,623,366  $1,959,569

Capital expenditures:
  Finance                          $    0     $    0     $     0
  Agribusiness                      5,000      5,215       8,639
    Total segments                  5,000      5,215       8,639
  Corporate and other               3,998        695       2,565

    Consolidated                   $8,998     $5,910     $11,204

Depreciation and
    amortization:
  Finance                         $     0    $   286     $   832
  Agribusiness                     52,853     57,118      55,726
    Total segments                 52,853     57,404      56,558
  Corporate and other               3,181     10,423      15,974

    Consolidated                  $56,034    $67,827     $72,532




ITEM 2:  Properties

            The following are the various properties owned or leased by
LINCOLN as of July 31, 1996.

                                     APPROXIMATE     LEASE EXPI-
                      TYPE OF        SQUARE FEET     RATION DATE
LOCATION              PROPERTY       FLOOR SPACE  (RENEWAL OPTIONS)


                           LINCOLN ADMINISTRATIVE OFFICES

Louisville, KY        Offices         2,600.0 ft.      08/31/96


      *      *      *      *      *      *      *      *      *

                                 BOURBON STOCK YARDS

Louisville, KY       Stock yard                         Owned
                       real estate      19.5 acres
                     & buildings

                       Stock yard
                       offices          10,460 ft.     02/1/2001

Louisville, KY       Right-of-way         NA            1997 (1)
                     for stock yard

Louisville, KY       Warehouse         4,000.0 ft.      Owned

Louisville, KY       Warehouse         9,000.0 ft.      Owned

      *      *      *      *      *      *      *      *      *

(1)  The right-of-way is not essential to Bourbon's operations but does
provide an easier access and egress from the facility.

      *      *      *      *      *      *      *      *      *

            The properties listed above are suitable and adequate for the
various needs they supply.

            The total fixed annual rental for all of the above leased
facilities (exclusive of taxes and other charges) was $40,253.



ITEM 3:  Legal Proceedings

            LINCOLN filed a complaint on October 15, 1996, seeking
injunctive and compensatory relief arising from the breach of the lease
of the real estate by Kentucky Livestock Exchange and Michigan Livestock
Exchange, Inc. and sought relief by way of a Restraining Order and
Injunction to prohibit the lessees from engaging in competitive actions
of operating stockyard facilities within close proximity of Bourbon
Stockyards in Louisville, Kentucky.  Failure of the court to grant a
restraining order or injunctive relief could materially affect Lincoln's
stockyard operation due to the increased competition within the areas
where the stockyards are to be developed or operated.

            Neither LINCOLN nor any of its subsidiaries is engaged in any
other material legal proceedings.


ITEM 4:  Submission of Matters to a Vote of Security Holders

            The only item to be voted on at the annual meeting which will
be held on the 6th day of December, 1996, is the election of directors.
(See Part II, Item 10.)



                                       PART II


ITEM 5:  Market for Registrant's Common Stock and Related Stockholder
Matters

            (1)  There does not exist at the present time any regular
market for any common stock of the Registrant, either the voting or non-
voting.

            (2)  There are approximately 1,800 shareholders of record of
the common (non-voting) stock of LINCOLN.  There are approximately 61
shareholders of record of the voting stock of LINCOLN.

            (3)  The Registrant has never paid or declared any dividends.

            (4)  The Registrant has filed a Schedule 13E-3 with the
Securities and Exchange Commission as a "Tender Offer" wherein it will
propose to purchase a maximum of 1,000,000 shares of the (no-par) (non-
voting) common stock for a tender price of thirty-five ($.35) cents per
share.  The offering is still in effect although no specific activity
has been instituted by Registrant.  Reference is made to that filing for
specific information and is incorporated by reference herein.





ITEM 6:  Selected Financial Data

                                     Years ending July 31

                           1996     1995    1994     1993    1992

Revenues                 301629  1362172 1507258  1497505 1517356

Income (loss) before
 extraordinary items     494735   -87968  -73394  -105336   70167

Net income (loss)        494735   -87968  -73394  -105336   70167

Earnings (loss) per
 common share:

Income (loss) before
 extraordinary items        .31     -.05    -.04     -.07     .04

Net income (loss)           .31     -.05    -.04     -.07     .04

Cash dividends                0        0       0        0       0

Total assets            1358785  1623366 1959569  2037796 2095261

Long-term obligations    387250   733640  819788   871068  888814


ITEM 7:     Management's Discussion and Analysis of Financial
            Condition and Results of Operations

Agri-Business

            Bourbon Stockyard

            During July, 1995, Lincoln International Corporation
entered into an agreement with Michigan Livestock Exchange
whereby Michigan Livestock Exchange leased the Bourbon Stockyard
operations.  During fiscal year 1996 the revenues of Bourbon
Stockyard consisted of rental income.

            Net revenue from stockyard operations in 1995 decreased
by approximately $12,000 or 1% from the fiscal year ended July
31, 1994.  This decrease in revenue was the result of decreased
receipts of approximately 2,000 head of cattle during the year.

            Operating costs for the year ended July 31, 1995 were
down approximately $40,000 or 3% as compared to 1994.  The
primary decrease was in the costs of utilities and lost or stolen
cattle.

            Bourbon does not have any accounts payable or capital
commitments at July 31, 1996.  All funds in excess of expenses
are available to the parent.

Consolidated operations

            Revenues from consolidated operations in 1996 decreased
approximately $1,060,543 or 78% as compared to 1995.  This
decrease is primarily the result of the lease of the Bourbon
Stockyard operation.

            Revenues from consolidated operations in 1995 decreased
approximately $145,000 or 10% as compared to 1994.  This decrease
is primarily in the reduced revenue from the finance division.

            Operating costs for the year ended July 31, 1996, were
down approximately $1,041,982 or 66% as compared to 1995.  This
decrease is primarily the result of the lease of the Bourbon
Stockyard operation.

            Operating costs for the year ended July 31, 1995 were
down approximately $10,000 or 1% as compared to 1994.  The
primary area of savings was in utilities.

            Operating costs, which include amortization and
depreciation account for 174%, 114%, and 105% of net sales and
operating revenues for the years 1996 to 1994 respectively.

            The company did not have any capital commitments at
July 31, 1996.

            Working Capital at July 31, 1996 was approximately
$144,000 as compared to a negative working capital position of
approximately $117,000 at July 31, 1995.  There were no defaults
on loans payable during the year.  The liquidity of the company
will depend on the lease arrangement with Michigan Livestock
Exchange and the development of the remaining property owned by
the Company.

ITEM 8:  Consolidated Financial Statements and Supplementary Data

            The response to this item is contained within a
separate section of this report.


ITEM 9:  Changes in and Disagreements with Accountants

            None.

ITEM 10:

NAME, PRINCIPAL OCCUPATION
 AND OTHER POSITIONS WITH  DIRECTORS  SHARES OWNED AS OF 07/31/96
 LINCOLN FOR LAST 5 YEARS   SINCE  VOTING     %    NON-VOTING  % 

Thurman L. Sisney,
Chairman of the Board,
President and CEO
Director, Age 50            1994  91,463(1) 91.46% 287,329 18.00%

Richard Dolin
Director, Age 51            1996                       100  .001%

Ronald Osborn,                       100     .10%       66  .001%
Secretary/Treasurer of
Lincoln International
Corp, Age 57                      ______________________________

Officers & Directors as a group   91,563   91.56%  287,495 18.00%

            (1)  Includes shares held in names of Drivers and
Drovers Diversified, Inc., a Kentucky corporation owned by
Thurman L. Sisney.

            Management has no reason to believe that any of the
persons so named above will be unable or unavailable to accept
nominations but should this occur, votes will be given for such
other person or persons, if any, as the Board of Directors may
recommend.



                        BUSINESS HISTORY OF DIRECTORS

            Thurman L. Sisney - Mr. Sisney is President, Chairman
of the Board and Chief Executive Officer of Lincoln International
Corporation.  Mr. Sisney has a masters degree in business
administration and law degree from the University of Louisville
and has been in private practice since 1980.  He has served as
general counsel to the Kentucky Finance and Administration
Cabinet as well as counsel and legislative liaison to the
governor of Kentucky.  Mr. Sisney has also served as General
Counsel and Deputy Commissioner of Agriculture and the Kentucky
Department of Agriculture.  Mr. Sisney is very active in civic
and charitable organizations in the community including but not
limited to the board of trustees of the Louisville Conference of
the United Methodist Church, Founder and President of the
International Association of Convention and Hospitality and
Industry Attorney's Association.

            Richard Dolin - Mr. Dolin is a graduate of the
University of Louisville Law School where he obtained his Juris
Doctorate degree, is a graduate of Louisville Presbyterian
Theological Seminary where he obtained a certificate of double
competency in law and theology and a master degree in Business
Administration from Bellarmine College and has done doctoral work
in business administration at the University of Kentucky.  Mr.
Dolin is associate pastor for the Harvey Browne Memorial
Presbyterian Church in Louisville, Kentucky, and is responsible
for adult education programs and out-reach activities and also
serves as president of Nomos, Ltd., which provides consultation
to small and medium sized profit and non-profit organizations
regarding strategic planning, accounting, budgeting, and related
items.  Mr. Dolin also was involved in providing seminars on
areas of leadership and management skills.  Mr. Dolin is involved
in many community activities including work for building homes
for developmentally disabled adults and is involved in Chinese
and American relationships.


ITEM 11:

            The directors received compensation of Three Hundred
($300.00) Dollars per meeting and travel expenses.  The directors
fees and travel expense for 1995-1996 was $3,570.


ITEM 12 and ITEM 13:

            LINCOLN intends to file an Information Statement
pursuant to Regulation 14(c) which contains all of the
information required by Part III which information is
incorporated herein by reference.


                                  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.

            (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 STOCKYARDS OPERATIONS) a
division of Michigan Livestock Exchange, et al.
          
            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 29th day of
October, 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


_________________________________
Richard Dolin                           Director


                      LINCOLN INTERNATIONAL CORPORATION

                           ANNUAL REPORT FORM 10-K



INDEPENDENT AUDITOR'S REPORT


The Board of Directors and Stockholders
Lincoln International Corporation
Louisville, Kentucky

We have audited the consolidated balance sheets of Lincoln
International Corporation listed in the accompanying index to
Financial Statements (Item 14(a)) as of July 31, 1996 and 1995, and
the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the three years in the period
ended July 31, 1996.  These financial statements are the
responsibility of the Company's management.  Our responsibility is
to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements listed in the accompanying
Index to Financial Statements (Item 14(a)) present fairly, in all
material respects, the consolidated financial position of Lincoln
International Corporation as of July 31, 1996 and 1995, and the
consolidated results of its operations and its cash flows for each
of the three years in the period ended July 31, 1996, in conformity
with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in
Note 4 to the financial statements, there is substantial doubt
about the Company's ability to continue as a going concern.  The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.




POTTER & COMPANY, LLP
Louisville, Kentucky
September 26, 1996
   LINCOLN INTERNATIONAL CORPORATION

                        Index to Financial Statements

                                 Item 14(a)



The following consolidated financial statements of Lincoln
International Corporation and subsidiaries are incorporated by
reference in Item 8:

      Consolidated balance sheets - July 31, 1996 and 1995

      Consolidated statements of operations - years ended July 31,
      1996, 1995, and 1994

      Consolidated statements of stockholders' equity - years ended
      July 31, 1996, 1995, and 1994

      Consolidated statements of cash flows - years ended July 31,
      1996, 1995, and 1994

      Notes to consolidated financial statements


Supporting schedules for the three years ended July 31, 1996, 1995,
and 1994:

       I - Condensed financial information (parent company only)

      II - Valuation and qualifying accounts and reserves

       
All other schedules are omitted since the required information is
not present or is not present in amounts sufficient to require
submission of the schedule, or because the information required is
included in the consolidated financial statements and notes
thereto.


SCHEDULE I

           LINCOLN INTERNATIONAL CORPORATION (PARENT COMPANY ONLY)
                          CONDENSED BALANCE SHEETS
                           July 31, 1996 and 1995



                                                  1996            1995    

                                 A S S E T S

Current assets:
  Cash and cash equivalents                       $224,743        $331,447
  Accounts receivable, net                          12,409          21,251
  Prepaid expenses and other
    current assets                                       0           7,091
      Total current assets                         237,152         359,789

Investments in subsidiaries                      1,140,750       1,147,982
Net property, plant and equipment                1,121,633       1,260,885

    Total assets                                $2,499,535      $2,768,656


                        L I A B I L I T I E S   A N D
                   S T O C K H O L D E R S'   E Q U I T Y

Current liabilities:
  Current maturities of long-term debt              $9,256        $167,558
  Accounts payable                                  11,085          60,370
  Income taxes payable                              14,366               0
  Accrued expenses                                  57,940          83,832

    Total current liabilities                       92,647         311,760

Long-term debt, less current maturities            387,250         733,640

Advances from subsidiaries                         583,170       1,312,557

Stockholders' equity:
  Common stock, $.50 stated value                  780,573         811,537
  Additional paid-in capital                       469,446         465,052
  Retained earnings (deficit)                      186,449        -865,890

      Total stockholders' equity                 1,436,468         410,699

      Total liabilities and
        stockholders' equity                    $2,499,535      $2,768,656









See accompanying notes.

SCHEDULE I

                 LINCOLN INTERNATIONAL CORPORATION (PARENT COMPANY ONLY)
                           CONDENSED STATEMENTS OF OPERATIONS
                        Years ended July 31, 1996, 1995, and 1994



                                             1996        1995       1994    

Revenues:
  Net service and operating revenues         $300,199  $1,194,763 $1,254,838
  Net product sales                                 0     119,689    111,803
  Gain (loss) on sale of assets               715,210     -28,501          0
  Miscellaneous income                        570,834      26,223          0

                                            1,586,243   1,312,174  1,366,641

Costs and expenses:
  Cost of service and operating
    revenues                                  230,009     914,457    863,045
  Cost of products sold                             0     104,169     97,982
  Operating, general and
    administrative expenses                   211,365     383,117    407,748
  Interest expense - subsidiaries                   0      19,399     51,493
  Interest expense - other                     70,932     104,336    100,519

                                              512,306   1,525,478  1,520,787

Income (loss) before provision for
 income tax                                 1,073,937    -213,304   -154,146

Income tax                                     14,366           0          0

Income (loss) before equity in net
 earnings (losses) of subsidiaries          1,059,571    -213,304   -154,146

Equity in net earnings (losses)
 of subsidiaries                               -7,232     125,336     80,745

    Net income (loss)                      $1,052,339    $-87,968   $-73,401
















See accompanying notes.

SCHEDULE I

                 LINCOLN INTERNATIONAL CORPORATION (PARENT COMPANY ONLY)
                           CONDENSED STATEMENTS OF CASH FLOWS
                        Years ended July 31, 1996, 1995, and 1994

                                              1996        1995       1994   

Cash flows from operating activities:
 Net income (loss)                         $1,052,339    $-87,968   $-73,401
 Adjustments to reconcile net income
  (loss) to net cash provided by
  (used in) operating activities:
   Depreciation and amortization               56,034      67,541     71,700
   Equity in net (earnings) losses of
    consolidated subsidiaries                   7,232    -125,336    -80,745
   (Gain) loss on sale of property,
    equipment, and operating assets          -715,210      28,501          0
   Provision for losses on other
    receivables                                19,032           0      3,081
   Change in assets and liabilities:
    Increase in accounts receivables          -10,190      -8,011     -2,124
    (Increase) decrease in inventories              0         681        -73
    Decrease in other current assets            7,091       3,963      1,522
    Decrease in accounts payable              -49,285     -33,306     -2,589
    Increase (decrease) in accrued expenses   -25,892        -744      7,334
    Increase in income taxes payable           14,366           0          0

      Net cash provided by (used in)
        operating activities                  355,517    -154,679    -75,295

Cash flows from investing activities:
 Proceeds from disposal of property,
  equipment, and operating assets             807,426      24,440          0
 Purchases of property and equipment           -8,998      -5,910    -11,204

      Net cash provided by (used in)
        investing activities                  798,428      18,530    -11,204

Cash flows from financing activities:
 Net borrowings (repayments) under
  short-term notes payable                          0     -90,379     -1,973
 Increase (decrease) in advances from
   subsidiaries                              -729,387     649,259     86,187
 Proceeds from long-term debt                     757       1,389     25,489
 Principal payments on long-term debt         505,449    -103,963    -30,983
 Purchase of common stock for the treasury    -26,570           0          0

      Net cash provided by (used in)
        financing activities               -1,260,649     456,306     78,720

      Net increase (decrease) in cash
        and cash equivalents                 -106,704     320,157     -7,779
      
      Cash and cash equivalents
        at beginning of year                  331,447      11,290     19,069

      Cash and cash equivalents
        at end of year                       $224,743    $331,447    $11,290

Supplemental disclosures of cash flow
  information:
    Cash paid during the year for interest    $73,164    $123,629   $152,746


See accompanying notes.

SCHEDULE I

                   LINCOLN INTERNATIONAL CORPORATION (PARENT COMPANY ONLY)
                           NOTES TO CONDENSED FINANCIAL STATEMENTS
                                    July 31, 1996 and 1995



1.  Long-term debt

    Long-term debt consists of the following:

                                                      1996       1995   

    12% subordinated capital notes, various
      maturity dates, unsecured.                           $0   $170,852

    Mortgage note payable, interest at 1.5%
     over prime, monthly payments of
     $7,566, including principal and
     interest, paid off February 1996,
     secured by real property.                              0    730,346

    Mortgage note payable, interest at
     9.875%, monthly payments of
     $4,000, including principal and
     interest, balloon payment due
     February 2001, secured by real
     property.                                        396,506          0

                                                      396,506    901,198

    Less current maturities                             9,256    167,558

        Totals                                       $387,250   $733,640

Scheduled maturities of long-term debt during the five years subsequent
to July 31, 1996 are as follows:

                  1997                         $    9,256
                  1998                             10,213
                  1999                             11,269
                  2000                             12,433
                  2001                            353,335

                    Total                      $  396,506


2.  Dividends

    Cash dividends paid to Lincoln International Corporation by its
    consolidated subsidiaries were $557,605, $0, and $0 for the fiscal
    years ended July 31, 1996, 1995 and 1994, respectively.  The amounts
    are included in miscellaneous income.


SCHEDULE I

               LINCOLN INTERNATIONAL CORPORATION (PARENT COMPANY ONLY)
                       NOTES TO CONDENSED FINANCIAL STATEMENTS
                                July 31, 1996 and 1995




3. Litigation

    The lessee of the stock yard has given written notice to terminate
    the lease effective December 31, 1996.  The Company has filed a
    complaint in court against the lessee of the stock yard for breach of
    contract.  The complaint requests suspension of the lessee's related
    operations in a geographic area believed to be in competition with
    the operations at the Company's stock yard and monetary damages.
    Management of the Company consider their position to be favorable.

4. Going Concern

    The uncertainty of the continuation of the operations at the stock
    yard and its profitability creates an uncertainty about the Company's
    ability to continue as a going concern.  The financial statements do
    not include any adjustments that might be necessary if the Company is
    unable to continue as a going concern.


SCHEDULE II

                 LINCOLN INTERNATIONAL CORPORATION AND SUBSIDIARIES
                   VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                      Years ended July 31, 1996, 1995, and 1994

        Column                  Column         Column         Column     Column
          A                        B              C              D          E
                                            Additions
                                Balance    Charged  Charged              Balance
                                  at          to   to Other                 at
                              Beginning    Costs & Accounts   Deductions   End
     Description               of Year    Expenses Describe   Describe  of Year

Year ended July 31, 1996
 Reserves deducted from assets:
  Allowance for losses:
   Accounts receivable              750    19,032      0       0         19,785
   Loans receivable - finance         0         0      0       0              0
                                    750    19,032      0       0         19,785
  Accumulated amortization -
   Franchise license                  0         0      0       0              0

                                    750    19,032      0       0         19,785

Year ended July 31, 1995
 Reserves deducted from assets:
  Allowance for losses:
   Accounts receivable            4,081         0      0   3,331    A       750
   Loans receivable - finance    16,515     7,435      0  23,950  A,B         0
                                 20,596     7,435      0  27,281            750
  Accumulated amortization -
   Franchise license             75,529     6,294      0  81,823    C         0

                                 96,125    13,729      0 109,104            750

Year ended July 31, 1994
 Reserves deducted from assets:
  Allowance for losses:
   Accounts receivable           12,100     3,031      0  11,050    A     4,081
   Loans receivable - finance    16,929    11,195      0  11,609    A    16,515
                                 29,029    14,226      0  22,659         20,596
    Accumulated amortization -
      Franchise license          67,137     8,392      0       0         75,529

                                 96,166    22,618      0  22,659         96,125



(A)   Write-off of doubtful accounts.
(B)   Includes reduction in allowance in the amount of $16,807 due to
      sale of finance receivables.
(C)   Sold Franchise license May 1, 1995.


LINCOLN INTERNATIONAL CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS
AND INDEPENDENT AUDITOR'S REPORT

July 31, 1996, 1995, and 1994






INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Stockholders
Lincoln International Corporation
Louisville, Kentucky

We have audited the accompanying consolidated balance sheets of
Lincoln International Corporation as of July 31, 1996 and 1995,
and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the three years
in the period ended July 31, 1996.  These financial statements
are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Lincoln International Corporation as of
July 31, 1996 and 1995, and the consolidated results of its
operations and its cash flows for each of the three years in the
period ended July 31, 1996, in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed
in Note 15 to the financial statements, there is substantial
doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.




POTTER & COMPANY, LLP
September 26, 1996

                      LINCOLN INTERNATIONAL CORPORATION
                         CONSOLIDATED BALANCE SHEETS
                           July 31, 1996 and 1995


                                     A S S E T S

                                                1996       1995 

Current assets:
  Cash and cash equivalents                 $224,743    $332,682
  Other receivables                           12,409      22,708
  Prepaid expenses                                 0       7,091
    Total current assets                     237,152     362,481

Net property, plant and equipment          1,121,633   1,260,885

    Total assets                          $1,358,785  $1,623,366


                                L I A B I L I T I E S


Current liabilities:
  Current maturities of long-term debt        $9,256    $318,809
  Accounts payable                            11,085      60,370
  Income taxes payable                        14,391       6,240
  Accrued expenses                            57,940      93,609
    Total current liabilities                 92,672     479,028

Long-term debt, less current maturities      387,250     733,640

    Total liabilities                        479,922   1,212,668


                       S T O C K H O L D E R S'   E Q U I T Y

Stockholders' equity:
  Common stock, voting, $.50 stated
    value, 100,000 shares authorized,
    issued and outstanding                    50,000      50,000
  Common stock, nonvoting, $.50 stated
    value, 2,900,000 shares authorized,
    1,461,145 shares issued and
    outstanding (1,523,074 shares
    at 1995)                                 730,573     761,537
  Additional paid-in capital                 469,446     465,052
  Retained earnings (deficit)               -371,156    -865,891

      Total stockholders' equity             878,863     410,698

      Total liabilities and
        stockholders' equity              $1,358,785  $1,623,366



See accompanying notes.

                                          2

                          LINCOLN INTERNATIONAL CORPORATION
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                      Years ended July 31, 1996, 1995, and 1994


                                                1996       1995       1994

Revenues:
  Net service and operating revenues        $301,629 $1,183,858 $1,214,993
  Net product sales                                0    119,689    111,803
  Finance charges and other income
   earned on finance receivables                   0     58,625    180,462

    Total revenues                           301,629  1,362,172  1,507,258

Costs and expenses:
  Cost of service and operating revenues     230,009    931,305    916,635
  Cost of products sold                            0    104,169     97,982
  Operating, general and administrative
   expenses                                  214,585    401,660    437,917
  Provision for credit losses on finance
    receivables                                    0      6,409      5,665
  Interest expense related to finance
   subsidiary                                      0     19,103     19,995

    Total costs and expenses                 444,594  1,462,646  1,478,194

    Income (loss) from operations           -142,965   -100,474     29,064

Other income (expense):
  Gain on sale of property,
   equipment, and operating assets           715,210     88,640          0
  Interest expense                           -80,405   -104,336   -100,519
  Miscellaneous income                        17,286     34,442      2,452

    Total other income (expense)             652,091     18,746    -98,067

    Income (loss) before income taxes        509,126    -81,728    -69,003

Provision for income taxes                    14,391      6,240      4,398

    Net income (loss)                       $494,735   $-87,968   $-73,401


Net income (loss) per common share              $.31      $-.05      $-.04










See accompanying notes.

                                          3

                              LINCOLN INTERNATIONAL CORPORATION
                       CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                          Years ended July 31, 1996, 1995, and 1994


                                                                   Total
                     Common     Common Additional    Retained     Stock-
                      Stock      Stock    Paid-in    Earnings   holders'
                     Voting  Nonvoting    Capital   (Deficit)     Equity

Balance at
July 31, 1993       $50,000   $761,537   $465,052   $-704,522   $572,067



Net loss                  0          0          0     -73,401    -73,401



Balance at
July 31, 1994        50,000    761,537    465,052    -777,923    498,666



Net loss                  0          0          0     -87,968    -87,968



Balance at
July 31, 1995        50,000    761,537    465,052    -865,891    410,698


Purchase of
61,929 shares
of common
stock for the
treasury                  0    -30,964      4,394           0    -26,570


Net income                0          0          0     494,735    494,735



Balance at
July 31, 1996       $50,000   $730,573   $469,446   $-371,156   $878,863











See accompanying notes.

                                              4

                              LINCOLN INTERNATIONAL CORPORATION
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                          Years ended July 31, 1996, 1995, and 1994


                                                1996      1995      1994

Cash flows from operating activities:
  Net income (loss)                         $494,735  $-87,968  $-73,401
  Adjustments to reconcile net income
    (loss) to net cash provided by
    (used in) operating activities:
      Depreciation and amortization           56,034    67,827    72,532
      Provision for credit losses on
        finance receivables                        0     7,435    11,188
      Provision for losses on other
        receivables                           19,032         0     3,038
      Reduction in allowance for credit
        losses due to sale of operating
        assets                                     0   -16,807         0
      Gain on sale of property,
        equipment, and operating assets     -715,210   -88,640         0
      Change in assets and liabilities:
        Increase in other receivables         -8,733    -7,976    -2,783
        (Increase) decrease in inventories         0       681       -73
        Decrease in prepaid expenses           7,091     4,082     1,522
        Decrease in accounts payable         -49,285   -33,340    -2,555
        Increase in income taxes payable       8,151     1,842     1,414
        Increase (decrease) in accrued
          expenses                           -35,669    -4,520     2,890
        Decrease in deferred insurance
          commissions                              0    -2,435      -535

          Net cash provided by (used in)
            operating activities            -223,854  -159,819    13,237

Cash flows from investing activities:
  Loans originated                                 0  -146,251  -407,876
  Loans repaid                                     0   146,565   412,560
  Proceeds from sale of loans                      0   661,951         0
  Proceeds from disposal of property,
    equipment and operating assets           807,426    24,690         0
  Purchases of property and equipment         -8,998    -5,910   -11,204

          Net cash provided by (used in)
            investing activities            $798,428  $681,045   $-6,520











See accompanying notes.
                                              5

                              LINCOLN INTERNATIONAL CORPORATION
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                          Years ended July 31, 1996, 1995, and 1994



                                                1996      1995      1994

Cash flows from financing activities:
  Net borrowings (repayments) under
    short-term notes payable                $      0  $-90,379   $-4,473
  Proceeds from long-term debt                   757     1,389    30,704
  Principal payments on long-term debt      -656,700  -120,792   -34,771
  Purchase of common stock for the treasury  -26,570         0         0
          Net cash provided by (used in)
            financing activities            -682,513  -209,782    -8,540

          Net increase (decrease) in cash
            and cash equivalents            -107,939   311,444    -1,823

          Cash and cash equivalents
            at beginning of year             332,682    21,238    23,061

          Cash and cash equivalents
            at end of year                  $224,743  $332,682   $21,238


Supplemental disclosures of cash flow
  information:
    Cash paid during the year for interest   $84,924  $124,588  $152,724

    Cash paid during the year for income
      taxes                                   $6,240    $4,398    $2,984






















See accompanying notes.
                                              6

                              LINCOLN INTERNATIONAL CORPORATION
                       NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                July 31, 1996, 1995, and 1994


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Lincoln International
Corporation (the Company) is presented to assist in understanding the Company's
financial statements.  The financial statements and notes are representations
of the Company's management who is responsible for their integrity and
objectivity.  These accounting policies conform to generally accepted
accounting principles and have been consistently applied in the preparation of
the financial statements.

Company's Activities:

Lincoln International Corporation owns property in the state of Kentucky which
is leased to a stock yard operator.  Through July 15, 1995, the Company
operated the stock yard.

Through April 30, 1995, the Company engaged in the operation of ice cream
franchises in the Midwestern United States.  On May 1, 1995, the Company sold
its remaining territories and equipment of the ice cream operation.

Through November 30, 1994, the Company engaged in the operation of a small
consumer loan company in the state of Kentucky.  On December 1, 1994, the
Company sold all finance receivables and ceased operations at its one remaining
small consumer loan company.

Use of Estimates:

Management uses estimates and assumptions in preparing financial statements.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities and the
reported revenues and expenses.

Principles of Consolidation:

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries.  All significant intercompany transactions are
eliminated in consolidation.

Cash and Cash Equivalents:

For purposes of reporting cash flows, the Company considers all money market
funds with a maturity of three months or less to be cash equivalents.  


                                              7

                              LINCOLN INTERNATIONAL CORPORATION
                       NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                July 31, 1996, 1995, and 1994


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Finance Receivables:

All new direct cash loans of the Company have been recorded on the discount-
basis.  Income from discount-basis direct cash loans and retail contracts is
calculated using a method which approximates the interest method.  Accrual of
interest income is suspended when a loan is contractually delinquent for ninety
days or more at which time the loan is converted to interest-bearing.  Income
from interest-bearing loans is credited to income as and when collections are
made.  Extension fees and late charges on discount-basis direct cash loans and
retail contracts are credited to income when collected.  Insurance commissions
are recognized over the terms of the related loans based on the straight-line
method which approximates the interest method.

Other Receivables:

Royalties are recorded as income on the accrual basis.  Expenses associated
with franchise fees and royalties are charged as expense as incurred.
Individual unit franchise fees are recorded as income when substantially all
Company obligations have been completed.

Property, Plant and Equipment:

Property, plant and equipment are recorded at cost.   Depreciation is provided
over the following estimated useful lives:

          Buildings and improvements                20-40 years
          Yard and administration building          10-55 years
          Leasehold improvements                     3- 5 years
          Machinery and equipment                    3-12 years

The Company uses the straight-line method of computing depreciation for
financial statement purposes and accelerated methods for income tax purposes.
Leasehold improvements are amortized using the straight-line method over the
lease term.

Franchise License:

The Company amortizes the license using the straight-line method over 15 years
which is the term of the franchise license agreement.




                                              8

                              LINCOLN INTERNATIONAL CORPORATION
                       NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                July 31, 1996, 1995, and 1994


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes:

The Company files a consolidated federal income tax return.  Investment tax
credits are treated as a reduction of the tax provision in the year in which
the benefit is earned (flow-through method).  Separate state income tax returns
are filed for the Company and each subsidiary.

Earnings Per Share:

Earnings per share are based on the weighted average number of shares
outstanding during each year.


NOTE 2 - FINANCE RECEIVABLES

Changes in the allowance for credit losses were as follows:

          Balance as of July 31, 1993                    $16,929
          Provision for credit losses                     11,188
          Loans charged off                              (17,132)
          Recoveries                                       5,530 

          Balance as of July 31, 1994                     16,515
          Provision for credit losses                      7,435
          Loans charged off and sold                     (24,977)
          Recoveries                                       1,027 

          Balance as of July 31, 1995                    $     0 

On December 1, 1994, the finance receivables were sold.


NOTE 3 - OTHER RECEIVABLES

Other receivables consist of the following:

                                                     1996       1995   

   Accounts receivable                             $32,191    $22,001
   Less allowance for doubtful accounts             19,782        750
                                                    12,409     21,251
   Royalty receivables                                   0      1,457

     Totals                                        $12,409    $22,708

                                              9

                              LINCOLN INTERNATIONAL CORPORATION
                       NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                July 31, 1996, 1995, and 1994

NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following:

                                                      1996       1995

   Land                                         $  667,504 $  713,022
   Building and improvements                        68,250     68,250
   Yard and administration building              2,149,593  2,374,658
   Machinery and equipment                         331,330    446,600
   Leasehold improvements                            2,800      2,800
                                                 3,219,477  3,605,330
   Less accumulated depreciation                 2,097,844  2,344,445

   Net property, plant and equipment            $1,121,633 $1,260,885

Depreciation expense for the years ended July 31, 1996, 1995 and 1994 was
$56,034, $61,533 and $66,238, respectively.


NOTE 5 - LONG-TERM DEBT

Long-term debt consists of the following:

                                                    1996       1995

  12% subordinated capital notes, various
    maturity dates, unsecured.                 $      0  $  322,103

  Mortgage note payable, interest at 1.5%
    over prime, monthly payments of $7,566,
    including principal and interest, paid
    off February 1996, secured
    by real property.                                 0     730,346

  Mortgage note payable, interest at 9.875%,
    monthly payments of $4,000, including
    principal and interest, balloon payment
    due February 2001, secured by real
    property.                                   396,506           0

                                                396,506   1,052,449
  Less current maturities                         9,256     318,809

    Totals                                     $387,250  $  733,640



                                             10

                              LINCOLN INTERNATIONAL CORPORATION
                       NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                July 31, 1996, 1995, and 1994


NOTE 5 - LONG-TERM DEBT (CONTINUED)

Aggregate maturities required on long-term debt at July 31, 1996 are as
follows:

  1997                                          $  9,256
  1998                                            10,213
  1999                                            11,269
  2000                                            12,433
  2001                                           353,335

  Total                                         $396,506

As of October 1, 1996, new terms were agreed to regarding the outstanding
mortgage note payable above.  The new terms include a revised interest rate of
8.75% and monthly payments of $3,283.  No other terms were changed.

NOTE 6 - INCOME TAXES

The provision for income taxes consists of the following:

                                         1996      1995     1994 

Federal income taxes                   $ 2,310    $    0   $    0
State and local income taxes            12,081     6,240    4,398
  Provision for income taxes           $14,391    $6,240   $4,398

The Company has available at July 31, 1996 unused tax credits and operating
loss carryforwards, which may provide future tax benefits.  If not used, the
carryforwards will expire as follows:

      Year of                    Tax              Operating Loss
    Expiration                 Credits             Carryforwards  

       2001                  $61,247                $      0
       2002                        0                       0
       2003                        0                       0
       2004                        0                       0
       2005                        0                  60,774
       2006                        0                 216,677
       2007                        0                       0
       2008                        0                  89,623
       2009                        0                  76,331
       2010                        0                  59,836

                             $61,247                $503,241

                                             11

                              LINCOLN INTERNATIONAL CORPORATION
                       NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                July 31, 1996, 1995, and 1994


NOTE 6 - INCOME TAXES (CONTINUED)

The difference between the statutory income tax rate and the Company's
effective tax rate is reconciled as follows:

                            1996               1995              1994     
                      Amount   Percent  Amount    Percent  Amount   Percent

Federal taxes
  (benefit) at
  statutory rate     $173,100   -34.0% $-27,800    -34.0% $-23,500   -34.0%
Surtax exemption            0      .0%        0      0.0%        0     0.0%
Tax effect of
  current
  operating
  loss available
  for carryover             0     0.0%   27,800     34.0%   23,500    34.0%
Benefit due to
  operating loss
  carryforward       -158,323   -31.1%        0      0.0%        0     0.0%
Temporary                   
  differences         -11,770    -2.3%     -851     -1.0%      804     1.2%
State and local
  income taxes,
  net of federal
  benefit              11,384     2.2%    7,091      8.6%    3,594     5.2%

                      $14,391     2.8%   $6,240      7.6%   $4,398     6.4%

A deferred tax asset due to the operating loss and tax credit carryforwards has
not been recognized because it is more likely than not that it will not be
realized based on current circumstances.

NOTE 7 - MAJOR BUSINESS SEGMENTS

The Company considers its activities to comprise two reportable segments:
financial lending and agribusiness.  Summary data is as follows:

                                    1996       1995       1994  

Revenues:
  Finance                        $      0 $   58,625  $  180,462
  Agribusiness                    298,272  1,296,663   1,316,632
  Other                             3,357      6,884      10,164

    Consolidated                 $301,629 $1,362,172  $1,507,258

                                         12

                          LINCOLN INTERNATIONAL CORPORATION
                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                            July 31, 1996, 1995, and 1994


NOTE 7 - MAJOR BUSINESS SEGMENTS (CONTINUED)

                                    1996       1995       1994  

Operating profit (loss):
  Finance                         $-2,925   $-15,243     $31,848
  Agribusiness                     86,314    161,081     132,454
    Total segments                 83,389    145,838     164,302
  Corporate and other
    expenses                     -226,354   -246,312    -135,238

    Income (loss) from
      operations                 -142,965   -100,474      29,064
Nonoperating income               732,496    123,082       2,452
Interest expense                  -80,405   -104,336    -100,519

    Income (loss) before
      income taxes               $509,126   $-81,728    $-69,003

Total assets:
  Finance                      $        0 $      491  $  545,209
  Agribusiness                  1,127,211  1,283,533   1,333,934
    Total segments              1,127,211  1,284,024   1,879,143
  Corporate and other             231,574    339,342      80,426

    Consolidated               $1,358,785 $1,623,366  $1,959,569

Capital expenditures:
  Finance                          $    0     $    0     $     0
  Agribusiness                      5,000      5,215       8,639
    Total segments                  5,000      5,215       8,639
  Corporate and other               3,998        695       2,565

    Consolidated                   $8,998     $5,910     $11,204

Depreciation and
    amortization:
  Finance                         $     0    $   286     $   832
  Agribusiness                     52,853     57,118      55,726
    Total segments                 52,853     57,404      56,558
  Corporate and other               3,181     10,423      15,974

    Consolidated                  $56,034    $67,827     $72,532




                                         13

                          LINCOLN INTERNATIONAL CORPORATION
                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                            July 31, 1996, 1995, and 1994



NOTE 8 - SALE OF OPERATING ASSETS

On December 1, 1994, the Company sold all finance receivables and ceased
operations at its one remaining branch of Lincoln Finance Company, Inc.,
in Greensburg, Kentucky.  Net finance receivables of $559,858 were sold
along with office equipment with a net book value of $1,839 at a gain of
$117,060.  The building in Greensburg, Kentucky was sold on July 6,
1995, at a gain of $8,756 in a separate transaction.  

On May 1, 1995, a division of the Company, Linco Marketing sold the
remaining territories and equipment of the Ice Cream Churn Franchises
for $5,000, at a loss of $36,285.  


NOTE 9 - LEASE COMMITMENTS

The Company and its subsidiaries lease facilities and equipment under
written operating leases.

Total rental expense amounted to $51,483 in 1996, $35,711 in 1995, and
$33,855 in 1994.  Future minimum rentals are as follows:

            Year ending July 31:

                1997                              $ 60,865
                1998                                60,865
                1999                                54,991
                2000                                50,878
                2001                                25,699

               Totals                             $253,298


NOTE 10 - LEASE OF PROPERTY

On July 15, 1995, the Company leased the property associated with the
operation of its stock yard to another stock yard operator.  Under the
agreement, the Company will receive rent at a minimum of $18,000 a month
for the first two years, plus a percentage of the  pre-tax profits.
After the initial two years, the company will receive a percentage of
the pre-tax profits with no minimum payment required.  The agreement
expires July 31, 2005, but may be terminated by the company upon six
months notice to the lessee.  The lessee is responsible at its expense,
for most repairs, insurance, utilities and property taxes associated
with the property.

                                         14

                          LINCOLN INTERNATIONAL CORPORATION
                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                            July 31, 1996, 1995, and 1994


NOTE 11 - LEASE OF PROPERTY, PLANT AND EQUIPMENT

The company is the lessor of property under operating leases.  Following
is a summary of the Company's investment in property, plant and
equipment on operating leases as of July 31. 1996:


     Land                                        $  667,504
     Buildings and Improvements                      68,250
     Yard building                                2,149,593

                                                  2,885,347
     Less accumulated depreciation                1,788,430

                                                 $1,096,917

Under the operating method of accounting for leases, the cost of the
property, plant and equipment is recorded as an asset and is depreciated
over its estimated useful life and the rental income is recognized as
the lease rental payments are earned.

All of the leases, except for the lease described in Note 10, are
month-to-month.  The minimum future rentals to be received on that lease
at July 31, 1996 is $216,000 for the year ended July 31, 1997.  Note 14
describes litigation regarding this lease.

NOTE 12 - RESTATEMENT OF PRIOR YEARS FINANCIAL STATEMENTS

The cost of common stock and additional paid-in capital at July 31, 1993
were restated to eliminate the cost of treasury stock.  The restatement
did not have an effect on total stockholders' equity.  The changes were
as follows:

                                       Before    Changes  Restated

     Common stock, voting            $ 50,000    $     0  $ 50,000

     Common stock, nonvoting          766,160     -4,623   761,537

     Additional paid-in capital       471,300     -6,248   465,052

     Treasury stock                   -10,871     10,871         0

     Retained earnings (deficit)     -704,522          0  -704,522

     Total stockholders' equity      $572,067    $     0  $572,067

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                          LINCOLN INTERNATIONAL CORPORATION
                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                            July 31, 1996, 1995, and 1994


NOTE 13 - ECONOMIC DEPENDENCY

For the year ended July 31, 1996, the Company received approximately
71.6% of its operating revenues from the lessee of the stock yard.  The
amount of $216,000 was recognized as revenue and received during the
year.


NOTE 14 - LITIGATION

The lessee of the stock yard has given written notice to terminate the
lease effective December 31, 1996.  The Company has filed a complaint in
court against the lessee of the stock yard for breach of contract.  The
complaint requests suspension of the lessee's related operations in a
geographic area believed to be in competition with the operations at the
Company's stock yard and monetary damages.  Management of the Company
consider their position to be favorable.


NOTE 15 - GOING CONCERN

The uncertainty of the continuation of the operations at the stock yard
and its profitability creates an uncertainty about the Company's ability
to continue as a going concern.  The financial statements do not include
any adjustments that might be necessary if the Company is unable to
continue as a going concern.



















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