FORM 10-Q

                    SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C.

                                 _________

              QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
                    THE SECURITIES EXCHANGE ACT OF 1934

                                 _________


For the Quarter ended October 31, 1996             Commission file No. 0-0767

                                 _________

                     LINCOLN INTERNATIONAL CORPORATION

          (Exact Name of Registrant as specified in its charter)

          Kentucky                                               61-0575092
(State of other Jurisdiction                               (I.R.S. Employer
incorporation or organization)                       Identification Number)

P.O. Box 43129
120 Village Square
Louisville, Kentucky                                                  40243
(Address or principal executive offices)                         (Zip Code)

(Registrants Telephone Number, Including Area Code)          (502) 245-8814

Indicate by check 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 of 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 the numbers of shares outstanding of each of the issuer' classes of
common stock, as of the close of the period covered by this report:  1461145
of the (no-par) nonvoting common and 100000 of the (no-par) voting common
stock.


                     LINCOLN INTERNATIONAL CORPORATION
                        CONSOLIDATED BALANCE SHEETS

                                  ASSETS                 10-31-96   7-31-96

Current assets:
   Cash                                                    229042    224743
   Account receivable                                       22064     12409

      Total current assets                                 251106    237152

Net property, plant and equipment                         1115228   1121633

Total assets                                              1366334   1358785

                   LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                         31406     11085
   Accrued expenses                                         78703     72331
   Current maturities of long-term debt                      9256      9256
      Total current liabilities                            119365     92672

Long-term debt, less current maturities                    385244    387250

Stockholders equity
   Common stock:
      Voting         100000 shares O/S                      50000     50000
      Nonvoting     1461145 shares O/S                     730573    730573
Additional paid in capital                                 469447    469446
Retained earnings                                         -388295   -371156

      Total stockholders' equity                           861725    878863

Total liabilities and stockholders' equity                1366334   1358785


                     LINCOLN INTERNATIONAL CORPORATION
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE THREE MONTHS ENDING OCTOBER 31

                                                         10-31-96  10-31-95

Revenues:
   Net service and operating revenues                       73814     74931

                                                            73814     74931

Cost and expenses:
   Cost of service and operating revenues                   23193     18600
   Operating, general and administrative expenses           59833     80728
   Interest expense related to finance subsidiary               0      4537

                                                            83026    103865

Income - Loss from operations                               -9212    -28934

Other income - expense:
   Interest expense                                        -10099    -23000
   Miscellaneous                                             2171      5432

                                                            -7928    -17568

Income - Loss before income taxes                          -17140    -46502

Provision for income taxes                                      0         0

Net income - loss                                          -17140    -46502

Net income - loss per common share                          -0.01     -0.03


                     LINCOLN INTERNATIONAL CORPORATION
                   CONSOLIDATED STATEMENTS OF CASH FLOW
                    FOR THE YEAR TO DATE TO OCTOBER 31

                                                             1996      1995
Cash flows from operating activities:
   Net income (loss)                                       -17140    -46502
   Adjustments to reconcile net income
      to net cash provided by (used in)
      operating activities:
          Depreciation and amortization                     12147     14882
          Other receivables                                 -9655     12409
          Prepaid expenses                                      0     -2609
          Accounts payable                                  20321    -24625
          Accrued expenses                                   6372     -2130

Total adjustments                                           29185     -2073

Net cash provided by (used in) operating activities         12045    -48575

Cash flows from investing activities:
   Purchases of property and equipment                      -5740         0

Net cash provided by (used in) investing activities         -5740         0

Cash flows from financing activities:
   Net borrowings (repayments) under
      short term notes payable                                  0         0
   Net borrowings (repayments) under
      long term notes payable                               -2006     -4018

Net cash provided by (used in) financing activities         -2006     -4018

Net increase (-decrease) in cash                             4299    -52593
Cash, beginning of year                                    224743    332682
Cash, end of period                                        229042    280089

Supplemental disclosure of cash flow information:
   Cash paid during the year for interest                    9993     18681



             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS
                             OCTOBER 31, 1996

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 Stock Yard operations.  Bourbon's revenue now
consists of rental income.

          Net revenue from stockyard operations decreased by approximately
$3,000 or 4% during the quarter ended October 31, 1996 as compared to the
quarter ended October 31, 1995.  Operating costs for the quarter ended
October 31, 1996 were down approximately $8,000 or 14% as compared to the
quarter ended October 31, 1995.

          Net revenue from stockyard operations decreased by approximately
$236,000 or 76% during the quarter ended October 31, 1995 as compared to
the quarter ended October 31, 1994.  Operating costs for the quarter ended
October 31, 1995 were down approximately $201,000 or 92% as compared to the
quarter ended October 31, 1994.

          Bourbon Stock Yard did not have any capital commitments at
October 31, 1996.

          Bourbon Stock Yard had approximately $34,000 in accounts payable
and accrued liabilities at October 31, 1996.  This is a normal amount at
this time of the year and is well within its cash flow ability to handle
these obligations as they become due.  All funds in excess of expenses are
available to the parent.


Consolidated Operations

          Net revenues decreased by approximately $1,000 or 1% for the
quarter ended October 31, 1996 as compared to the quarter ended October 31,
1995.  Costs for the same period were down approximately $21,000 or 20% as
compared to 1995.  This reduction in revenues and expenses is due to the
leasing of the Bourbon Stock Yard property.

          Net revenues decreased by approximately $280,000 or 78% for the
quarter ended October 31, 1995 as compared to the quarter ended October 31,
1994.  Costs for the same period were down approximately $233,000 or 65% as
compared to 1994.  This reduction in revenues and expenses is due to the
leasing of the Bourbon Stock Yard property and to the sale of the small
loan office of Lincoln Finance Co. in November of 1994.

          Working capital at July 31, 1996 was approximately $144,480.  At
October 31, 1996 working capital was approximately $131,700.  The Company
expects a positive cash flow during the current fiscal year.



             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS
                             OCTOBER 31, 1996



          There were no capital commitments at October 31, 1996.

NO DIVIDENDS WERE PAID BY THE COMPANY DURING THE INTERIM PERIOD.          

          The unaudited consolidated financial statements include the
accounts of the Company and all of its subsidiaries after eliminating all
material inter-company accounts and transactions.  They reflect all
adjustments which are necessary in the opinion of management to fairly
state the financial position of the Company at October 31, 1996 and the
result of its operations and cash flow for the period then ended.

                            -SIGNATURES-

          Pursuant to the requirement 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.

                                LINCOLN INTERNATIONAL CORPORATION



                                     Lee Sisney, President



                                     Ronald Osborn, Treasurer

Dated this 15th day of December 1996