SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                   ------------------------

                           FORM 10-K

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

            For the fiscal year ended June 30, 2000

                              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 of incorporation) (I.R.S. Employer Identification No.)

     30 Buxton Farm Road, Stamford, Connecticut          06905
     (Address of principal executive offices)          (Zip Code)

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

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

                                   Name of each exchange on
          Title of each class           which registered
          -------------------      ------------------------
               None                     Not applicable

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

             Common Stock, $.01 par value per share
                        (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

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendments to this Form 10-K.  [  ]

     The aggregate market value of voting stock held by non-affiliates of
the registrant on September 11, 2000, was approximately $1,974,005.  On such
date, the closing price of registrant's common stock was $2.094 per share.
Solely for the purposes of this calculation, shares beneficially owned by
directors, executive officers and stockholders of the registrant that
beneficially own more than 10% of the registrant's voting stock have been
excluded, except shares with respect to which such directors, officers and
10% beneficial owners disclaim beneficial ownership.  Such exclusion should
not be deemed a determination or admission by the registrant that such
individuals are, in fact, affiliates of the registrant.

     The number of shares of the registrant's Common Stock, $.01 par value,
outstanding on September 11, 2000 was 6,331,790.

             DOCUMENTS INCORPORATED BY REFERENCE:

The Company's definitive Proxy Statement to be issued in conjunction
with the 2000 Annual Meeting of Shareholders is incorporated herein by
                         reference.

<PAGE>
     This Annual Report on Form 10-K contains, in addition to historical
information, certain forward- looking statements regarding future financial
condition and results of operations.  The words "expect," "estimate,"
"anticipate," "predict," "believe," and similar expressions are intended to
identify forward-looking statements.  Such statements involve certain risks
and uncertainties.  Should one or more of these risks or uncertainties
materialize, actual outcomes may vary materially from those indicated.

                             PART I
                            --------

Item 1.   Business
-------   --------

(a)  General Development of Business
     -------------------------------

     Lincoln Snacks Company ("Lincoln Snacks" or the "Company") is one of
the leading manufacturers and marketers in the United States and Canada of
caramelized pre-popped popcorn.  The primary product line includes glazed
popcorn/nut mixes and sweet glazed popcorn sold under the brand names
Poppycock (Registered Trademark), Fiddle Faddle (Registered Trademark) and
Screaming Yellow Zonkers (Registered Trademark).

     The Company was formed in August 1992, at which time the Company
acquired the business and certain assets of Lincoln Snacks Company, a
division of Sandoz Nutrition Corporation, an indirect subsidiary of the
Swiss-based drug, pharmaceutical and hospital care company, Sandoz Ltd.  In
March 1993, Carousel Nut Company, a newly formed wholly owned subsidiary of
the Company ("Carousel"), acquired the business and certain assets of
Carousel Nut Products, Inc., a producer and marketer of roasted, dry
roasted, coated, raw and mixed nuts.  In December 1993, Carousel was merged
with and into the Company, and the operations of Carousel were integrated
with the Company's plant in Lincoln, Nebraska in the first calendar quarter
of 1994.  In March 1998, the Company acquired certain assets of Iroquois
Popcorn Company ("Iroquois"), a private label manufacturer of caramelized
popcorn.  In June 1998, Brynwood Partners III, L.P. ("Brynwood") purchased a
controlling interest in the Company from Noel Group, Inc. ("Noel").

     The Company markets its Poppycock, Fiddle Faddle and Screaming Yellow
Zonkers directly through independent brokers to grocery stores,
supermarkets, convenience stores, drug stores, mass merchandise outlets,
warehouse clubs, vending channels, military commissaries and other military
food outlets, and other retailers.

     Planters Company, a unit of Nabisco, Inc. ("Planters"), exclusively
distributed the Company's Fiddle Faddle and Screaming Yellow Zonkers
products pursuant to a Distribution Agreement dated June 6, 1995 (the
"Distribution Agreement"), for an initial term which was originally
scheduled to expire on June 30, 1997.  The Distribution Agreement required
Planters to purchase an annual minimum number of equivalent cases of Fiddle
Faddle and Screaming Yellow Zonkers during the initial term.

     On February 28, 1997, the Company and Planters entered into an
amendment to the Distribution Agreement (the "Amendment"), which was further
modified on May 9, 1997 (the "Letter Agreement"), pursuant to which the
exclusive distribution arrangement with respect to the Company's Fiddle
Faddle product was extended for an additional six month period expiring on
December 31, 1997, at which time the arrangement terminated.  Effective
January 1, 1998 and May 1, 1997, Planters ceased, and the Company resumed,
marketing and distributing the Company's Fiddle Faddle and Screaming Yellow
Zonkers products, respectively.

     The Amendment and Letter Agreement required Planters to purchase a
specified number of manufactured cases of the Products and for Planters to
compensate the Company for the remaining contract minimums for the twelve
month period ended June 30, 1997.  The Amendment and Letter Agreement
required Planters to compensate the Company for contract minimums for the
six month period ended December 31, 1997 (six month minimums).  Planters
compensated the Company in fiscal year 1998 for contract minimums, which
were 27% less than case sales made to Planters for the six month period
ended December 31, 1996.

     The Amendment required Planters to compensate the Company in the event
that certain sales levels were not achieved during the calendar year ending
December 31, 1997.  These sales levels were not achieved during the calendar
year ending December 31, 1997 resulting in Planters compensating the Company
$1.9 million which is partially offset on the Company's Statement of
Operations by approximately $500,000 in non-recurring charges associated
with initial efforts to rebuild the Fiddle Faddle brand ("Net Planters Other
Income").

     See Management's Discussion and Analysis of Financial Condition and
Results of Operations with respect to the transition of the Fiddle Faddle
distribution back to the Company.

(b)  Financial Information about Industry Segments
     ---------------------------------------------

     The Company is engaged principally in one line of business: the
manufacturing, marketing and distribution of pre-popped caramel popcorn.

(c)  Narrative Description of Business
     ---------------------------------

Products
--------

     The Company manufactures and markets three nationally-recognized
branded products.  Poppycock is a premium priced mixture of nuts and popcorn
in a deluxe buttery glaze.  Fiddle Faddle is a more moderately priced brand
of popcorn and peanut clusters with a candied glaze; a fat free version of
Fiddle Faddle consists of popcorn with a caramel glaze.  Screaming Yellow
Zonkers is produced by coating popcorn clusters with a sweet buttery glaze.
The Company also manufactures private label caramel popcorn.

Marketing, Sales and Distribution
---------------------------------

     Lincoln Snacks' brands are broadly distributed through grocery stores,
supermarkets, convenience stores, drug stores, mass merchandise outlets,
warehouse clubs, vending channels, military commissaries and other military
food outlets, and other retailers.  Selling responsibilities for Poppycock,
Fiddle Faddle, Screaming Yellow Zonkers and the nut products in the U.S. are
currently handled by four regional business managers located strategically
across the U.S.  These regional business managers manage approximately 80
brokers across the U.S. in all classes of trade.  These brokers receive a
commission on net sales plus incentive payments.  Certain exports and large
volume customers are handled directly by Lincoln Snacks' personnel.
Pursuant to the Amendment, Lincoln Snacks resumed the sales and distribution
of its Fiddle Faddle product as of January 1, 1998.

Seasonality
-----------

     Sales of Lincoln Snacks' products are seasonal, peaking during the
third and fourth calendar quarters.

Competition
-----------

     Lincoln Snacks' primary products participate in the pre-popped caramel
popcorn segment of the snack food market.  Poppycock competes with other
premium quality snack products, while Fiddle Faddle and Screaming Yellow
Zonkers compete directly with Crunch N' Munch (International Home Foods,
Inc., Food Division), Cracker Jack (Frito Lay, Inc.) Orville Redenbacher
(Hunt Wesson) and a number of other regional and local brands.  The
Company's products also compete indirectly with traditional confections and
other snack food products.

Significant Customers
---------------------

     In the fiscal years ended June 30, 2000, 1999 and 1998, the Company
made sales to Wal-Mart representing 40%, 33% and 12% of the Company's sales,
respectively.  Although the Company believes its relationship with Wal-Mart
is good, the loss of such customer could have a material adverse effect on
the Company.  In the fiscal year ended June 30, 1999, the Company copacked
product for Golden Valley Microwave Foods, which represented approximately
10% of fiscal 1999 net sales.  Golden Valley Microwave Foods terminated the
copack agreement with the Company in the third quarter of fiscal 1999.

Raw Materials and Manufacturing
-------------------------------

     Substantially all of the raw materials used in Lincoln Snacks'
production process are commodity items, including corn syrup, butter,
margarine, brown and granulated sugar, popcorn, various nuts and oils.
These commodities are purchased directly from various suppliers.  The
Company believes that such materials are in good supply and are available
from multiple sources.

     The Company's manufacturing facility located in Lincoln, Nebraska
includes, among other things, continuous process equipment for enrobing
popcorn and nuts, as well as four distinct high speed filling and packing
lines for canisters, single serving packs and bag-in-box packages.  The
manufacturing and packaging equipment is sufficiently flexible to allow for
the manufacture of other similar product lines or packaging formats.  The
facility was operated during fiscal 2000 at an overall rate varying from
approximately 42% to 53% of capacity depending on the season.  Lincoln
Snacks' management believes that the facility is generally in good repair
and does not anticipate capital expenditures other than normal maintenance
and selected equipment modernization programs.

Trademarks
----------

     Poppycock, Fiddle Faddle and Screaming Yellow Zonkers are registered
trademarks of Lincoln Snacks.  The Company believes all its trademarks enjoy
a strong market reputation denoting high product quality.

Governmental Regulation
-----------------------

     The production, distribution and sale of the Company's products are
subject to the Federal Food, Drug and Cosmetic Act; the Occupational Safety
and Health Act; the Lanham Act; various federal environmental statutes; and
various other federal, state and local statutes regulating the production,
packaging, sale, safety, advertising, ingredients and labeling of such
products.  Compliance with the above described governmental laws and
regulations has not had and is not anticipated to have a material adverse
effect on the Company's capital expenditures, earnings or competitive
position.

Employees
---------

     As of June 30, 2000, Lincoln Snacks had 82 full-time employees and no
part-time employees.  Employment at the Lincoln plant varies according to
weekly and seasonal production needs, and averaged approximately 87
employees during fiscal 2000.  None of Lincoln Snacks' work force is
unionized.  Lincoln Snacks' management believes that Lincoln Snacks'
relationship with its employees is good.

(d)  Financial Information about Foreign and Domestic Operations and Export
     Sales
     ----------------------------------------------------------------------

     Foreign operations accounted for less than 10% the Company's sales,
assets and net income in each of the Company's last three fiscal years.



Item 2.   Properties.
-------   -----------

     The Company's principal executive offices are located at 30 Buxton
Farm Road, Stamford, Connecticut 06905.  The initial term of the lease on
this space expires on March 31, 2006.  The Company expects that it will be
able to obtain other satisfactory lease space upon expiration of the current
lease.

     Lincoln Snacks manufactures and packages all of its products at its
owned Lincoln, Nebraska manufacturing facility.  The Lincoln plant,
constructed in 1968, is a modern 74,000 square foot one-story building on a
10.75 acre site in a light industrial area in the city of Lincoln.
Approximately 67,000 square feet of the facility is dedicated to production
with the balance utilized for administration.  In October 1996, the Company
sold land adjacent to its manufacturing facility in Lincoln, Nebraska.  At
the same time, the Company entered into a ten year lease agreement for
50,000 square feet of a new warehouse which was constructed on the land.
This facility accommodates all of Lincoln Snacks' current warehousing needs.
The Company's lease on this facility expires in July 2006, and there is a
five year renewal option beyond 2006.

     The Company believes its properties are sufficient for the current and
anticipated needs of its business.



Item 3.   Legal Proceedings.
-------   ------------------

     The Company is not involved in any material pending legal proceedings.



Item 4.   Submission of Matters to a Vote of Security Holders.
-------   ----------------------------------------------------

     Not Applicable.


<PAGE>
                             PART II
                            ---------

Item 5.   Market for Registrant's Common Equity and Related Stockholder
-------   Matters.
          -------------------------------------------------------------

     A.   Market Information.
          -------------------

     The shares of Common Stock of the Company are traded on the OTC
Bulletin Board under the symbol "SNAX".  The range of high and low reported
sales prices for the Common Stock as reported by NASDAQ for fiscal 1999 and
the first and second quarters of fiscal 2000 and as reported by the OTC
Bulletin Board for the third and fourth quarter of fiscal 2000 were as
follows:

<TABLE>
<CAPTION>
                                    Fiscal Year       Fiscal Year
                                       Ended             Ended
                                   June 30, 1999     June 30, 2000
                                   -------------     -------------
                                   High    Low       High    Low
<S>                              <C>      <C>       <C>     <C>
First Fiscal Quarter              $2.44    $1.09     $2.13   $1.03

Second Fiscal Quarter              1.88     1.19      1.75    0.50

Third Fiscal Quarter               1.50     0.88      1.88    0.13

Fourth Fiscal Quarter              1.38     1.00      2.13    0.44

</TABLE>
----------------------

     The public market for the Company's Common Stock is limited, and the
foregoing quotations should not be taken as necessarily reflective of prices
which might be obtained in actual market transactions or in transactions
involving substantial numbers of shares.

     B.   Holders.
          --------

     On September 11, 2000, as reported by the Company's transfer agent,
shares of Common Stock were held by 30 persons, based on the number of
record holders, including several holders who are nominees for an
undetermined number of beneficial owners.

     C.   Dividends.
          ----------

     The Company has not declared or paid a cash dividend since its
inception, and its present policy is to retain any earnings for use in its
business.  Payment of dividends is dependent upon the earnings and financial
condition of the Company and other factors which its Board of Directors may
deem appropriate.  The Company expects to use any future earnings in its
operations and consequently does not intend to pay dividends on its Common
Stock in the foreseeable future.




Item 6.   Selected Financial Data
-------   -----------------------

<TABLE>
<CAPTION>
                   (In thousands, except per share data)


                     12 Months  12 Months  12 Months   12 Months    12 Months
                         Ended      Ended      Ended       Ended        Ended
                      June 30,   June 30,   June 30,    June 30,     June 30,
                          1996       1997       1998        1999         2000
                     ---------  ---------  ---------   ---------    ---------
<S>                   <C>      <C>       <C>          <C>            <C>
Statement of
Operations Data:
----------------
Net sales              $23,846  $23,102   $24,278(F1)   $27,081(F1)     $29,703
Gross profit             6,621    7,576     8,872(F1)     9,167(F1)      11,174
Income (loss)
from operations            897    1,609     1,668(F2)(F3) (1,412)(F4)(F5) 1,041
Net income (loss)          511    1,443     1,667(F2)(F3) (1,378)(F4)(F5) 1,072
Basic net income (loss)
   per common share       $.08     $.23      $.26          $(.22)          $.17
Diluted net income (loss)
   per common share        .08      .23       .26           (.22)           .14
Weighted average number of
shares outstanding
  Basic                  6,335    6,332     6,332          6,332          6,332
  Diluted                6,335    6,332     6,342          6,332          9,987

</TABLE>

<TABLE>
<CAPTION>

                       June 30,  June 30,   June 30,   June 30,   June 30,
                           1996      1997       1998       1999       2000
                       --------  --------   --------   --------   --------
<S>                   <C>        <C>        <C>        <C>        <C>
Balance Sheet Data:

Working capital
(deficit)                 $(237)   $2,042     $3,500     $8,356     $9,269
Total assets             13,979    13,290     16,073     19,753     20,901
Total long term debt        309       ---        ---      5,000      5,000
Stockholders' equity      8,506     9,949     11,616     10,238     11,310

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

<FN>
(F1) The Planters Distribution Agreement was terminated on December 31,
     1997.  The financial impact of the termination of the Agreement on
     Fiscal 1998 and 1999 versus Fiscal 1996 and Fiscal 1997 was an
     increase in revenue and gross profit which were offset by increased
     selling, distribution and marketing costs.  Reference is made to
     Management's Discussion and Analysis of Financial Condition and
     Results of Operations.

(F2) Amount includes a non-recurring charge of $484,000 (or $.08 per share)
     which represents severance and other compensation costs in connection
     with the resignation of the Company's former Chairman and Chief
     Executive Officer.  All amounts were paid as of June 30, 1998.

(F3) Amount includes Net Planters Other Income of $1.4 million (or $.22 per
     share) which represents Planters compensation of $1.9 million to the
     Company for failing to achieve certain sales levels during the
     calendar year ending December 31, 1997 which was partially offset by
     approximately $.5 million in non-recurring charges associated with
     initial efforts to rebuild the Fiddle Faddle brand.

(F4) Amount includes a non-recurring charge of $287,000 (or $.05 per share)
     which represents $177,000 of severance related to the Company's former
     President and Chief Operating Officer, $50,000 of costs incurred
     during the relocation of the Company's new Chief Executive Officer,
     and $60,000 of severance related to former employees.  All amounts
     were paid as of June 30, 1999.

(F5) Amount includes a non-cash write down of $590,000 (or $.09 per share)
     of nut division assets.

</FN>
</TABLE>



Item 7.   Management's Discussion and Analysis of Financial Condition and
-------   Results of Operations
          ---------------------------------------------------------------

Introduction
------------

     The Company's net sales are subject to significant seasonal variation,
with results from operations fluctuating due to these trends.  This
seasonality is due to customers' buying patterns of Poppycock products
during the traditional holiday season.  As a result, third and fourth
calendar quarter sales account for a significant portion of the Company's
annual sales.

     On July 17, 1995, Planters Company, a unit of Nabisco, Inc.
("Planters"), began exclusively distributing the Company's Fiddle Faddle and
Screaming Yellow Zonkers products (the "Products") pursuant to a
distribution agreement dated June 6, 1995 (the "Distribution Agreement") for
an initial term which was originally scheduled to expire on June 30, 1997.
The Distribution Agreement required Planters to purchase an annual minimum
number of equivalent cases of the Products during the initial term.

     On February 28, 1997, the Company and Planters entered into an
amendment to the Distribution Agreement (the "Amendment"), which was further
modified on May 9, 1997 (the "Letter Agreement"), pursuant to which the
exclusive distribution arrangement with respect to the Company's Fiddle
Faddle product was extended for an additional six month period expiring on
December 31, 1997, at which time the arrangement terminated.  Effective
January 1, 1998 and May 1, 1997, Planters ceased, and the Company resumed,
marketing and distributing the Company's Fiddle Faddle and Screaming Yellow
Zonkers products, respectively.

     The Amendment and Letter Agreement required Planters to compensate the
Company for contract minimums for the six month period ended December 31,
1997 (six month minimums).

     The Amendment also required Planters to compensate the Company in the
event that certain sales levels were not achieved during the calendar year
ending December 31, 1997.  These sales levels were not achieved during the
calendar year ending December 31, 1997 resulting in Planters compensating
the Company $1.9 million which is partially offset on the Company's
Statement of Operations by approximately $500,000 in non-recurring charges
associated with initial efforts to rebuild the Fiddle Faddle brand ("Net
Planters Other Income").  Net sales to Planters were 9% of net sales for the
twelve months period ended June 30, 1998.

     Under the Distribution Agreement, which required Planters to purchase
a minimum number of cases during the fiscal year, the Company sold the
Products to Planters at a selling price which was reduced from the Company's
historical customer selling prices.  Planters in turn was responsible for
the sales and distribution of the Products to its customers.  Therefore, the
Company did not have any selling, marketing or distribution costs associated
with these Products.  The financial impact of results under the Distribution
Agreement during fiscal 1997 and 1998 versus historical results was
reflected in reductions in revenue and gross profit which were offset by
reduced selling, marketing and distribution costs.

     Upon the termination of the Distribution Agreement on December 31,
1997, the Company resumed distribution of Fiddle Faddle at its historical
selling prices.  The financial impact of the termination of the Distribution
Agreement versus the results under the Distribution Agreement was reflected
in an increase in revenue which was offset by increased selling, marketing
and distribution costs.

Twelve months ended June 30, 2000 versus June 30, 1999
------------------------------------------------------

     Overall net sales increased 10% or $2.6 million to $29.7 million for
the twelve months ended June 30, 2000 versus $27.1 million in the
corresponding period of fiscal 1999.  Branded sales increased to 77% of net
sales versus 69% a year ago and private label sales increased to 23% of net
sales versus 20% the same period last year.  The Company has terminated its
contract manufacturing business, and as a result, copack sales represent 0%
of net sales versus 12% the same period last year.

     Gross profit increased $2.0 million to $11.2 million for the twelve
months ended June 30, 2000 versus $9.2 million in the corresponding period
of 1999.  The improvement in gross profit is due to increases in branded and
private label sales which have higher gross margins than copack sales.

     Selling, general and administrative expenses increased 4% or $.4
million to $10.1 million for the twelve months ended June 30, 2000 versus
$9.7 million for the same period in 1999. The increase is primarily due to
variable selling costs associated with increases in branded sales, increases
in consumer marketing programs and slotting fees for new distribution of
branded products.

     In fiscal 1999, the non-recurring charge of $.3 million represents $.2
million of severance related to the Company's former President and Chief
Operating Officer, $.05 million of costs incurred during the relocation of
the Company's new Chief Executive Officer and $.05 million of severance
related to former employees of the Company.

     In fiscal 1999, management discontinued its nut product line which
consisted of honey roasted and dry roasted peanuts in canisters.  Goodwill
of $.4 million relating to the nut product lines was written off.  The
manufacturing equipment relating to the discontinued nut products was
written down to the expected liquidation value which resulted in a $.2
million charge.

     Provision for income taxes represents estimated taxes due after giving
effect to the utilization of the Company's NOL carryforwards.

     The net income of $1.1 million versus a net loss of $1.4 million in
the same period in 1999 represents an increase in earnings of $2.5 million.
The improvement in earnings is attributable to increases in branded and
private label sales, which were partially offset by higher marketing costs.
Additionally, the non-recurring charge and the nut division write-down
contributed to the loss in 1999.

Twelve months ended June 30, 1999 versus June 30, 1998
------------------------------------------------------

     Overall net sales increased 12% or $2.8 million to $27.1 million for
the twelve months ended June 30, 1999 versus $24.3 million for the
corresponding period of 1998. The sales increase was attributable to higher
private label sales which were partially offset by declines in copack sales.
Branded sales increased in dollars while case sales declined due to the
Company resuming distribution of Fiddle Faddle at historical selling prices
which are higher than its selling prices to Planters during the same period
in fiscal 1998.  The Planters Agreement was in effect from July 17, 1995 to
December 31, 1997, at which time the agreement terminated.  Sales dollars of
branded products represent 69% and 76%, private label products of 19% and 6%
and copack products of 12% and 18% for the fiscal years ended June 30, 1999
and 1998, respectively.

     During the twelve months ended June 30, 1998, the Company's sales to
Planters represented payments, in lieu of manufactured cases, at
predetermined rates which were lower than the Company's historical selling
rates. The Company's case sales of Fiddle Faddle declined during the twelve
months ended June 30, 1999 primarily due to the termination of the
Distribution Agreement.  The decline in case sales was offset by a $2.0
million increase in Fiddle Faddle sales dollars due to the Company's
resumption of Fiddle Faddle distribution at historical selling prices which
are higher than its selling prices to Planters.  The dollar increase in
sales is offset by increases in cost of sales and variable selling costs
relating to the Company's resumed distribution of Fiddle Faddle.  Net sales
to Planters were 9% of net sales for the twelve months ended June 30, 1998.

     As part of its business, the Company copacked products for other
entities.  One of its copack customers, which accounted for approximately
10% and 18% of the Company's net sales during the twelve months ended June
30, 1999 and 1998, respectively, terminated its copack agreement with the
Company.

     Gross profit increased 3% or $.3 million to $9.2 million for the
twelve months ended June 30, 1999 versus $8.9 million in the corresponding
period of 1998.  The increase is due to higher private label case sales
which were partially offset by declines in branded and copack case sales.

     Selling, general and administrative expenses increased 20% or $1.6
million to $9.7 million for the twelve months ended June 30, 1999 versus
$8.1 million for the same period in 1998.  This increase was primarily due
to increases in selling costs associated with the Company's resumption of
the marketing and distribution of the Fiddle Faddle business, an increase in
marketing costs associated with development of new products, and an increase
in selling overhead.

     The non-recurring charge of $.3 million represents $.2 million of
severance related to the Company's former President and Chief Operating
Officer, $.05 million of costs incurred during the relocation of the
Company's new Chief Executive Officer and $.05 million of severance related
to former employees.  All amounts were paid as of June 30, 1999.

     The Company discontinued its nut division operations during the fiscal
quarter ended December 31, 1998.  Management determined that the nut
division product lines were no longer viable because of continued sales
declines resulting from increased competitive activity.  Nut division sales
were $.1 million and $1.0 million for the twelve months ended June 30, 1999
and 1998, respectively.

     As a result, all of the goodwill related to the nut division ($.4
million) was written off.  Similarly, manufacturing equipment (book value of
$.3 million) was written down to $50,000, the expected liquidation value.
The write-downs of goodwill and manufacturing equipment comprise the "Nut
Division Write-Down" of $.6 million in the statement of operations.  The
equipment was sold during fiscal 2000 with no additional charges with
respect to the discontinuance of nut division operations.

     The nut division's operating loss, excluding the "nut division write-
down" was $28,000 including depreciation of $29,000 and goodwill
amortization of $8,000 for the twelve months ended June 30, 1999.  The nut
division's operating loss was $6,000 including depreciation of $64,000 and
goodwill amortization of $15,000 for the twelve months ended June 30, 1998.

     In fiscal 1998, the Company recognized Net Planters Other Income of
$1.4 million which represents Planters compensation of $1.9 million to the
Company for failing to achieve certain sales levels during the calendar year
ended December 31, 1997 which was partially offset by approximately $.5
million in non-recurring charges associated with initial efforts to rebuild
the Fiddle Faddle brand.

     The net loss of $1.4 million versus a profit of $1.7 million in the
same period in 1998 represents a decrease in earnings of $3.0 million.  The
earnings decline is primarily attributable to lower branded case sales, an
increase in marketing costs associated with the development of new products
and an increase in selling overhead.  Additionally, there were several non-
recurring items contributing to the earnings decline: Net Planters Other
Income of $1.4 million recognized in fiscal 1998, the Nut Division write-
down of $.6 million, and the non-recurring charge of $.3 million.

Liquidity and Capital Resources
-------------------------------

     As of June 30, 2000, the Company had working capital of $9.3 million
compared with a working capital of $8.4 million at June 30, 1999, an
increase of $.9 million.  The increase in working capital is attributable to
the increase in net income.

     On April 1, 1999, the Company executed and delivered a Convertible
Subordinated Debenture (the "Debenture") in favor of Brynwood Partners III
L.P., ("Brynwood III"), in the principal amount of $5,000,000.  The
Debenture bears interest at the rate of 6% per annum, matures on December
31, 2001 and is convertible, at the option of Brynwood III, into shares of
Common Stock of the Company at any time after a Convertability Event (as
defined in the Debenture). The note is convertible at $1.37 per share into
shares of common stock.

     The Company currently meets its short-term liquidity needs from its
cash on hand.  The Company also has a revolving credit facility which is
secured by a first priority, perfected security interest in substantially
all of the Company's existing and after-acquired assets.  There were no
amounts outstanding under the revolving credit facility at June 30, 2000.

     Management continues to focus on increasing product distribution and
continues to review all operating costs with the objective of increasing
profitability and ensuring future liquidity.  However, there can be no
assurance that any of these objectives will be achieved in future periods.

     The Company's short-term liquidity is affected by seasonal increases
in inventory and accounts receivable levels and seasonality of sales.
Inventory and accounts receivable levels increase substantially during the
latter part of the third calendar quarter and during the remainder of the
calendar year.

     The Company has approximately $2.4 million in NOL carryforwards.  A
valuation allowance has been recorded due to the uncertainty of realizing
certain loss carryforwards and other deferred tax assets because of the
Company's brief operating history and limitations on the ability to use the
carryforwards resulting from Brynwood's purchase in 1998.

















<PAGE>

     The following chart represents the net funds provided by or used in
operating, financing and investment activities for each period as indicated.

<TABLE>
<CAPTION>

                                     Twelve Months Ended
                                        (in thousands)
                        ----------------------------------------------
                         June 30, 2000   June 30, 1999   June 30, 1998
                         -------------   -------------   -------------
<S>                      <C>             <C>              <C>
Cash provided by
 (used in) operating
 activities                $3,863          $(1,404)          $3,508

Cash provided by
 (used in) investing
 activities                  (913)            (207)          (1,222)

Cash provided by
 (used in) financing
 activities                    --            4,667             (167)


</TABLE>

Twelve months ended June 30, 2000 versus June 30, 1999
------------------------------------------------------

    Cash provided by operating activities increased to $3.9 million during
the twelve months ended June 30, 2000 compared to cash used in operating
activities of $1.4 million in 1999.  The increase in cash provided by
operating activities is primarily due to the increase in the Company's net
profit coupled with the timing of accounts receivable and accounts payable.

    Net cash used in investing activities of $.91 million during the
twelve months ended June 30, 2000 is comprised of a $.2 million acquisition
payment for Iroquois and $.7 million of capital expenditures.  Net cash used
in investing activities of $.2 million for the twelve months ended June 30,
1999 represents capital expenditures.

    Net cash provided by financing activities of $4.7 million for the
period ended June 30, 1999 consisted of $5.0 million of proceeds from the
Brynwood convertible debenture partially offset by $.3 million of payments
under the short term note relating to the Iroquois acquisition.

Twelve months ended June 30, 1999 versus June 30, 1998
------------------------------------------------------

    Cash used in operating activities increased to $1.4 million during the
twelve months ended June 30, 1999 compared to cash provided by operating
activities of $3.5 million in 1998.  The increase in cash used in operating
activities is primarily due to the decrease in the Company's net profit
coupled with the timing of accounts receivable.

    Net cash used in investing activities of $.2 million during the twelve
months ended June 30, 1999 represents capital expenditures.  Net cash used
in investing activities of $1.2 million for the twelve months ended June 30,
1998 is primarily comprised of the $.8 million acquisition of certain assets
of Iroquois and $.4 million in capital expenditures.

    Net cash provided by financing activities for the period ended June
30, 1999 was $4.7 million, which consisted of $5.0 million proceeds from the
Brynwood convertible debenture partially offset by $.3 million of payments
under the short term note relating to the Iroquois acquisition.  Net cash
used in financing activities for the period ended June 30, 1998 represents
payments under the short term note relating to the Iroquois acquisition.

New Accounting Pronouncements Not Yet Effective
-----------------------------------------------

    In July 2000, the Financial Accounting Standards Board's Emerging
Issues Task Force (EITF) reached a consensus on Issue No. 00-14, "Accounting
for Certain Sales Incentives."  This issue addresses the recognition,
measurement, and income statement classification for various types of sales
incentives including discounts, coupons, rebates and free products.  The
Company will adopt this consensus in the second quarter of 2001.  While the
impact of this consensus on the Company's financial statements is still
being evaluated, it is expected to only impact revenue and expense
classifications and not change reported net income.

Y2K Disclosure
--------------

    The Company implemented a formal plan to address issues associated
with the Year 2000 as it related to its critical management information
systems hardware and software, as well as its other systems that are
dependent on microprocessor components.  Additionally, the Company
implemented a formal program to address such issues with respect to its
suppliers, customers and other business partners.  The Company experienced
no significant problems as January 1, 2000 passed, and is not aware of any
problems experienced by such third parties.  The total cost for achieving
compliance including hardware and software updates was not material.

    Although the transition to the Year 2000 did not have any significant
impact on the Company or its reporting systems and operations, the Company
will continue to assess the impact of the Year 2000 transition on its
systems and those of its suppliers, customers and other business partners.



Item 7A.  Quantitative and Qualitative Disclosure About Market Risk
--------  ---------------------------------------------------------

    Not Applicable



Item 8.   Financial Statements and Supplementary Data
-------   -------------------------------------------

    The financial information required by Item 8 is included elsewhere in
this report.  See Part IV, Item 14.




Item 9.   Changes in and Disagreements with Accountants on Accounting and
-------   Financial Disclosure
          ---------------------------------------------------------------

    None.



                            PART III
                            ---------



Item 10.  Directors and Executive Officers of the Registrant
--------  --------------------------------------------------

    The Company's definitive Proxy Statement to be issued in conjunction
with the 2000 Annual Meeting of Shareholders is incorporated herein by
reference.



Item 11.  Executive Compensation
--------  ----------------------

    The Company's definitive Proxy Statement to be issued in conjunction
with the 2000 Annual Meeting of Shareholders is incorporated herein by
reference.



Item 12.  Security Ownership of Certain Beneficial Owners and Management
--------  --------------------------------------------------------------

    The Company's definitive Proxy Statement to be issued in conjunction
with the 2000 Annual Meeting of Shareholders is incorporated herein by
reference.



Item 13.  Certain Relationships and Related Transactions
--------  ----------------------------------------------
    The Company's definitive Proxy Statement to be issued in conjunction
with the 2000 Annual Meeting of Shareholders is incorporated herein by
reference.











<PAGE>

                             PART IV
                            --------



Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K
--------  ----------------------------------------------------------------

(a)       (1)  Financial Statements.
               ---------------------

          The financial statements listed in the accompanying Index to
          Financial Statements are filed as part of this annual report.
          Financial statement schedules are omitted because they are not
          applicable or the required information is shown in the financial
          statements or notes thereto.
          (2)  Exhibits.

          The exhibits listed in the accompanying Index of Exhibits.

(b)       Reports on Form 8-K.
          --------------------

          None

<PAGE>
                           SIGNATURES
                          ------------
Pursuant to the requirements of Section 13 or 15(d) 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 SNACKS COMPANY
                                (Registrant)

                                By:  /s/ Hendrik J. Hartong III
                                     -----------------------------
                                     Hendrik J. Hartong III
                                     Director, President and Chief
                                       Executive Officer

                                Date:     September 22, 2000

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

/s/ Hendrik J. Hartong III                    September 22, 2000
----------------------------------------
Hendrik J. Hartong III
Director, President and Chief Executive
   Officer

/s/ Kristine A. Crabs                         September 22, 2000
----------------------------------------
Kristine A. Crabs
Vice President and Chief Financial Officer,
Secretary and Treasurer (Principal Financial
Officer and Principal Accounting Officer)

/s/ Hendrik J. Hartong, Jr.                   September 22, 2000
----------------------------------------
Hendrik J. Hartong, Jr.
Director

/s/ John T. Gray                              September 22, 2000
----------------------------------------
John T. Gray
Director

/s/ C. Alan MacDonald                         September 22, 2000
----------------------------------------
C. Alan MacDonald
Director

/s/ Ian B. MacTaggart                         September 22, 2000
----------------------------------------
Ian B. MacTaggart
Director

/s/ Robert Zwartendijk                        September 22, 2000
----------------------------------------
Robert Zwartendijk
Director
<PAGE>
                     LINCOLN SNACKS COMPANY
                    ------------------------

                  INDEX TO FINANCIAL STATEMENTS
                 ------------------------------



Financial Statements:                                   Page(s)
---------------------                                   -------

  Report of Independent Public Accountants                F-1

  Balance Sheets as of June 30, 2000 and 1999             F-2 to F-3

  Statements of Operations for the Years Ended
       June 30, 2000, 1999 and 1998                       F-4

  Statements of Changes in Stockholders' Equity
       for the Years Ended June 30, 2000, 1999 and 1998   F-5

  Statements of Cash Flows for the Years Ended
       June 30, 2000, 1999 and 1998                       F-6 to F-7

  Notes to Financial Statements                           F-8 to F-18

<PAGE>
            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Shareholders and Board of Directors of Lincoln Snacks Company:

We have audited the accompanying balance sheets of Lincoln Snacks Company (a
Delaware corporation) as of June 30, 2000 and 1999, and the related
statements of operations, changes in stockholders' equity, and cash flows
for the years ended June 30, 2000, 1999 and 1998.  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 auditing standards generally
accepted in the United States.  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 financial position of Lincoln Snacks Company
as of June 30, 2000 and 1999, and the results of its operations and its cash
flows for the years ended June 30, 2000, 1999 and 1998 in conformity with
accounting principles generally accepted in the United States.


                                       ARTHUR ANDERSEN LLP


Stamford, Connecticut,
August 1, 2000





                               F-1

<PAGE>
                     LINCOLN SNACKS COMPANY
                     ----------------------
                         BALANCE SHEETS
                         ---------------
                             ASSETS
                             -------
<TABLE>
<CAPTION>
                                              June 30,       June 30,
                                                  2000           1999
                                           -----------    -----------
            ASSETS
            ------

CURRENT ASSETS:
<S>                                       <C>            <C>
  Cash                                     $ 9,731,679    $ 6,781,556
  Accounts receivable, net of
  allowances for doubtful accounts
  and cash discounts of $396,326
  and $384,875                               1,527,740      3,304,003
  Inventories                                2,522,311      2,682,434
  Prepaid and other current assets                 946         13,696
                                           -----------    -----------

  Total current assets                      13,782,676     12,781,689
                                           -----------    -----------

PROPERTY, PLANT AND EQUIPMENT:
  Land                                         370,000        370,000
  Building and leasehold improvements        1,792,352      1,789,809
  Machinery and equipment                    4,856,937      4,714,683
  Construction in process                      507,848        100,044
                                           -----------    -----------

                                             7,527,137      6,974,536
  Less-accumulated depreciation             (3,797,491)    (3,349,176)
                                           -----------    -----------

                                             3,729,646      3,625,360

INTANGIBLE AND OTHER ASSETS, net of
  accumulated amortization of
  $1,135,522 and $937,123                    3,388,735      3,346,359
                                           -----------    -----------

  Total assets                             $20,901,057    $19,753,408
                                           ===========    ===========

</TABLE>

         The accompanying notes to financial statements
          are an integral part of these balance sheets.

                               F-2
<PAGE>
                     LINCOLN SNACKS COMPANY
                     -----------------------
                         BALANCE SHEETS
                         ---------------
              LIABILITIES AND STOCKHOLDERS' EQUITY
             --------------------------------------
<TABLE>
<CAPTION>
                                              June 30,       June 30,
                                                  2000           1999
                                           -----------    -----------

       LIABILITIES AND STOCKHOLDERS' EQUITY
       ------------------------------------
CURRENT LIABILITIES:
<S>                                       <C>            <C>
  Accounts payable                         $   770,851    $   674,388
  Accrued expenses                           1,741,319      1,677,855
  Accrued trade promotions                   1,988,394      2,059,854
  Deferred gain (Note 10)                       13,434         13,434
                                           -----------    -----------
  Total current liabilities                  4,513,998      4,425,531

LONG TERM DEBT (Note 7)                      5,000,000      5,000,000

DEFERRED GAIN (Note 10)                         77,019         89,941
                                           -----------    -----------
  Total liabilities                          9,591,017      9,515,472
                                           -----------    -----------
COMMITMENTS (Notes 8 and 11)

STOCKHOLDERS' EQUITY:
  Common stock, $0.01 par value,
   20,000,000 shares authorized,
   6,450,090 outstanding at June 30,
   2000 and 1999                                64,501         64,501
  Special stock, $0.01 par value,
   300,000 shares authorized,
   none outstanding                                 --             --
  Additional paid-in capital                18,010,637     18,010,637
  Accumulated deficit                       (6,739,072)    (7,811,176)
                                           -----------    -----------
                                            11,336,066     10,263,962
  Less - cost of common stock in
   treasury; 118,300 shares
   at June 30, 2000 and 1999                   (26,026)       (26,026)
                                           -----------    -----------
  Total stockholders' equity                11,310,040     10,237,936
                                           -----------    -----------
  Total liabilities and
    stockholders' equity                   $20,901,057    $19,753,408
                                           ===========    ===========
</TABLE>
         The accompanying notes to financial statements
          are an integral part of these balance sheets.

                               F-3
<PAGE>
                     LINCOLN SNACKS COMPANY
                     -----------------------
                    STATEMENTS OF OPERATIONS
                   --------------------------
<TABLE>
<CAPTION>
                                  Year Ended    Year Ended    Year Ended
                                    June 30,      June 30,      June 30,
                                        2000          1999          1998
                                 -----------   -----------   -----------
<S>                             <C>           <C>           <C>
NET SALES                        $29,702,542   $27,080,509   $24,277,772

COST OF SALES                     18,528,633    17,913,770    15,405,319

  Gross profit                    11,173,909     9,166,739     8,872,453

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES         10,132,943     9,701,671     8,096,238

NON-RECURRING CHARGE (Note 13)            --       286,633       484,388

NUT DIVISION WRITE DOWN (Note 12)         --       590,459            --

NET PLANTERS OTHER INCOME
  (Note 17)                               --           --     (1,376,000)
                                 -----------   -----------   -----------
  Income (loss) from
    operations                     1,040,966    (1,412,024)    1,667,827

OTHER:
  Interest income, net               108,760        78,136       128,452
  Other expense                      (17,622)           --       (19,441)
                                 -----------   -----------   -----------
  Income (loss) before
   provision for income taxes      1,132,104    (1,333,888)    1,776,838

PROVISION FOR INCOME TAXES            60,000        44,000       110,000
                                 -----------   -----------   -----------
  Net income (loss)              $ 1,072,104   $(1,377,888)  $ 1,666,838
                                 ===========   ===========   ===========
BASIC NET INCOME (LOSS)
  PER SHARE (Note 2)             $       .17   $      (.22)  $       .26
                                 ===========   ===========   ===========
DILUTED NET INCOME (LOSS)
  PER SHARE (Note 2)             $       .14   $      (.22)  $       .26
                                 ===========   ===========   ===========
WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING
    Basic                          6,331,790     6,331,790     6,331,790
                                 ===========   ===========   ===========
    Diluted                        9,987,223     6,331,816     6,341,804
                                 ===========   ===========   ===========
</TABLE>
         The accompanying notes to financial statements
            are an integral part of these statements.
                               F-4
<PAGE>
                     LINCOLN SNACKS COMPANY
                    ------------------------
          STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
         ----------------------------------------------
        FOR THE YEARS ENDED JUNE 30, 2000, 1999 AND 1998
       --------------------------------------------------

<TABLE>
<CAPTION>
                                       Additional
                   Common   Special       Paid-in  Accumulated      Treasury
                    Stock     Stock       Capital     (Deficit)        Stock
                 --------   -------   -----------  ------------    ---------
<S>             <C>        <C>       <C>          <C>            <C>
June 30, 1997    $ 64,501   $   --    $18,010,637  $ (8,100,126)   $ (26,026)

  Net income           --       --             --      1,666,838          --
                 --------   -------   -----------   ------------   ---------

June 30, 1998      64,501        --    18,010,637     (6,433,288)    (26,026)

  Net (loss)           --        --            --     (1,377,888)         --
                 --------   -------   -----------   ------------   ---------

June 30, 1999      64,501        --    18,010,637     (7,811,176)    (26,026)

  Net income           --        --            --      1,072,104          --
                 --------   -------   -----------   ------------   ---------

June 30, 2000     $64,501   $    --   $18,010,637   $ (6,739,072)  $ (26,026)
                 ========   =======   ===========   ============   =========

</TABLE>



         The accompanying notes to financial statements
            are an integral part of these statements.



                               F-5
<PAGE>
                     LINCOLN SNACKS COMPANY
                     -----------------------
                    STATEMENTS OF CASH FLOWS
                   --------------------------
<TABLE>
<CAPTION>
                                  Year Ended   Year Ended   Year Ended
                                    June 30,     June 30,     June 30,
                                        2000         1999         1998
                                 -----------  -----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                             <C>          <C>          <C>
  Net income (loss)              $ 1,072,104  $(1,377,888) $ 1,666,838

  Adjustments to reconcile
  net income to net cash
  provided by operating
  activities:

      Depreciation                   615,724      671,546      645,305
      Amortization                   198,399      192,356      159,856
      Nut division write down             --      590,459           --
      Loss on sale of equipment       17,622           --       19,441
      Provision for doubtful
      accounts and cash
      discounts, net                  11,450       62,367       39,198

  Changes in assets and liabilities:
      (Increase) decrease in
       accounts receivable         1,764,813   (1,662,942)     686,620
      (Increase) decrease in
       inventories                   160,123     (319,147)    (460,182)
      (Increase) decrease in
       prepaid and other assets      (53,025)      47,861      (32,534)
      Increase (decrease) in
       accounts payable               96,463     (523,056)    (159,726)
      Increase (decrease) in
       accrued trade promotions      (71,460)     631,185      753,084
      Increase (decrease) in
       accrued expenses               50,542      283,004      190,406
                                 -----------  -----------  -----------
  Net cash provided by
   (used in) operating
   activities                      3,862,755   (1,404,255)   3,508,306
                                 -----------  -----------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES:

  Acquisition payment            $  (175,000) $        --  $  (800,160)
  Capital expenditures              (807,365)    (207,256)    (488,782)
  Proceeds from sale of
  fixed assets                        69,733           --       67,346
                                 -----------  -----------  -----------
  Net cash provided by
   (used in) investing
   activities                       (912,632)   (207,256)   (1,221,596)
                                 -----------  -----------  -----------
</TABLE>
                               F-6
<PAGE>
                     LINCOLN SNACKS COMPANY
                     -----------------------
                    STATEMENTS OF CASH FLOWS
                   --------------------------
                           (Continued)

<TABLE>
<CAPTION>
                                  Year Ended   Year Ended   Year Ended
                                    June 30,     June 30,     June 30,
                                        2000         1999         1998
                                 -----------  -----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
<S>                             <C>          <C>           <C>
  Repayments under note
  payable                        $        --  $  (333,333) $  (166,667)
  Borrowings from Brynwood
  note                                    --    5,000,000           --
                                 -----------  -----------  -----------
  Net cash provided by
   (used in) financing
   activities                             --    4,666,667     (166,667)
                                 -----------  -----------  -----------

  Net increase in cash             2,950,123    3,055,156    2,120,043

CASH, beginning of period          6,781,556    3,726,400    1,606,357
                                 -----------  -----------  -----------

CASH, end of period              $ 9,731,679  $ 6,781,556  $ 3,726,400
                                 ===========  ===========  ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Interest paid                  $   302,236  $    86,353  $    13,010
                                 ===========  ===========  ===========

  Income taxes paid              $    73,550  $    37,174  $   105,672
                                 ===========  ===========  ===========


</TABLE>

         The accompanying notes to financial statements
            are an integral part of these statements.



                               F-7
<PAGE>
                     LINCOLN SNACKS COMPANY
                     ----------------------
                  NOTES TO FINANCIAL STATEMENTS
                 ------------------------------


(1) The Company:
    ------------

    Lincoln Snacks Company ("Lincoln" or the "Company"), formerly Lincoln
    Foods Inc., is a Delaware corporation and is a majority-owned
    subsidiary of Brynwood Partners III, L.P. ("Brynwood").  Prior to June
    1998, the Company was a majority-owned subsidiary of Noel Group, Inc.
    ("Noel").  Lincoln is engaged in the manufacture and marketing of
    caramelized pre-popped popcorn and glazed popcorn/nut mixes primarily
    throughout the United States and Canada.  Sales of the Company's
    products are subject to seasonal trends with a significant portion of
    sales occurring in the third and fourth quarter of the calendar year.



(2) Summary of Significant Accounting Policies:
    -------------------------------------------

     Use of estimates-
     -----------------

     The preparation of financial statements in conformity with
     accounting principles generally accepted in the United States
     requires management to make estimates and assumptions that affect
     the reported amounts of assets and liabilities and disclosure of
     contingent assets and liabilities at the date of the financial
     statements and the reported amounts of revenues and expenses during
     the reporting period.  Actual results could differ from those
     estimates.

     Revenue recognition-
     --------------------

     Revenue is recognized by the Company when products are shipped and
     title passes to the customer.

     Advertising and promotion-
     --------------------------

     Advertising costs are expensed in the period in which the related
     advertisements occur.  The estimated cost of the total ultimate
     redemptions of various coupon programs are expensed immediately at
     the time a coupon program is distributed to the public.

     Inventories-
     ------------

     Inventories, which include material, labor and manufacturing
     overhead, are stated at the lower of cost (first-in, first-out) or
     market (net realizable value).

     Impairment of long-lived assets-
     --------------------------------

     The Company follows the provisions of Statement of Financial
     Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment
     of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of".
     This statement requires that long-lived assets and certain
     identifiable intangibles held and used by an entity be reviewed for
     impairment whenever events or changes in circumstances indicate that
     the carrying amount of an asset may not be recoverable.  In general,
     this statement requires recognition of an impairment loss when the
     sum of  undiscounted expected future cash flows is less than the
     carrying amount of such assets.  The measurement for such impairment
     loss is then based on the fair value of the asset.

     The Company periodically reviews the carrying value of its long
     lived assets including property, plant, and equipment and intangible
     and other assets, in order to determine whether an impairment in the
     value of its long-lived assets may exist.  The Company considers
     relevant cash flow, estimated future operating results, trends,
     management's strategic plans, competition, and other available
     information, in assessing whether the carrying value of the assets
     can be recovered.  Except for the long lived assets discussed in
     Note 12, the Company has determined that there has been no further
     impairment in its long lived assets as of June 30, 2000.

     Property, plant and equipment-
     ------------------------------

     Property, plant and equipment is stated at cost and is depreciated
     on the straight-line method based upon the estimated useful lives of
     the assets.  The estimated useful lives of assets are as follows:

         Building and leasehold improvements     10-30 years
         Machinery and equipment                  3-10 years
         Furniture and fixtures                   7-10 years

     Expenditures for maintenance and repairs are charged against income
     as incurred.  Significant expenditures for betterments are
     capitalized.  Capital expenditures which are not able to be put into
     use immediately are included in construction in process.  As these
     programs are completed, they are transferred to depreciable assets.

     Intangible assets-
     ------------------

     Intangible assets are carried at cost, less accumulated amortization
     which is calculated on a straight-line basis over the estimated
     useful lives as follows:

       Excess of purchase price over net assets acquired      10-30 years
       Intellectual property and other                         1-20 years

     The Company believes no impairment of intangible assets exists at
     June 30, 2000.




<PAGE>
     Income taxes-
     -------------

     The Company follows SFAS No. 109, "Accounting for Income Taxes",
     under which deferred income taxes are determined based on the
     differences between the financial statement and tax bases of assets
     and liabilities using presently enacted tax rates and regulations.
     The Company does not believe that it is more likely than not that
     the Company's deferred tax assets will be utilized and accordingly, a
     valuation allowance is required.

     Net income per share-
     ---------------------

     The Company follows the provisions of SFAS No. 128.  This statement
     establishes standards for computing and presenting basic and diluted
     earnings per share.

     Below is a reconciliation of the numerators and denominators of the
     basic and diluted earnings per share computations:

<TABLE>
<CAPTION>
                                       June 30,    June 30,     June 30,
                                           2000        1999         1998
                                     ----------  ----------   ----------
<S>                                 <C>         <C>          <C>
  Basic earnings per share
    weighted average number of
    shares outstanding                6,331,790   6,331,790    6,331,790

   Dilutive effect:
       Stock options                      5,798          26       10,014
       Convertible debt               3,649,635          --           --
                                    -----------  -----------  -----------

  Diluted earnings per share
    weighted average number of
    shares outstanding                9,987,223    6,331,816    6,341,804
                                    ===========  ===========  ===========
  Net Income (loss)                 $ 1,072,104  $(1,377,888) $ 1,666,838

  Effect of assumed conversion of
    convertible debt                $   288,000           --           --
                                    -----------  -----------  -----------

  Net income (loss) plus assumed
    conversion of convertible debt  $ 1,360,104  $(1,377,888) $ 1,666,838
                                    ===========  ===========  ===========

  Basic earnings (loss) per share         $ .17        $(.22)       $ .26
                                    ===========  ===========  ===========

  Diluted earnings (loss) per share        $.14        $(.22)       $ .26
                                    ===========  ===========  ===========
</TABLE>

     Options to purchase 23,000 shares of common stock were outstanding
     at June 30, 2000 and included in the computation of diluted earnings
     per share for the twelve months ended June 30, 2000.  Additional
     options to purchase approximately 735,500 shares of common stock
     were not included in the computation of diluted earnings per share
     because the options' exercise price was greater than the average
     market price of the common shares.  In addition, diluted earnings
     per share reflect the issuance of 3,649,635 shares upon the assumed
     conversion of the Brynwood debenture (see Note 5).

     Options to purchase approximately 519,750 shares of common stock
     were outstanding at June 30, 1999 but were not included in the
     computation of diluted earnings per share as the effect would be
     anti-dilutive for the twelve months ended June 30, 1999.  In
     addition, the issuance of 3,649,635 shares upon the assumed
     conversion of the Brynwood debenture (see Note 5) were not included
     in the computation of diluted earnings per share as the effect would
     be anti-dilutive.

     Options to purchase 65,329 shares of common stock were outstanding
     at June 30, 1998 and included in the computation of diluted earnings
     per share for the twelve months ended June 30, 1998.  Additional
     options and warrants to purchase approximately 812,221 shares of
     common stock were not included in the computation of diluted
     earnings per share because the effect would be anti-dilutive.

     New Accounting Pronouncements Not Yet Effective
     -----------------------------------------------

     In July 2000, the Financial Accounting Standards Board's Emerging
     Issues Task Force (EITF) reached a consensus on Issue No. 00-14,
     "Accounting for Certain Sales Incentives."  This issue addresses the
     recognition, measurement, and income statement classification for
     various types of sales incentives including discounts, coupons,
     rebates and free products.  The Company will adopt this consensus in
     the second quarter of 2001.  While the impact of this consensus on
     the Company's financial statements is still being evaluated, it is
     expected to only impact revenue and expense classifications and not
     change reported net income.

(3)  Balance Sheet Components:
     -------------------------

     The components of certain balance sheet accounts are as follows:

<TABLE>
<CAPTION>
                                              June 30,            June 30,
                                                  2000                1999
                                           -----------         -----------
       Inventories-
       ------------
       <S>                                <C>                 <C>
       Raw and packaging materials         $ 1,686,028         $ 1,828,542
       Finished goods                          836,283             853,892
                                           -----------         -----------
                                           $ 2,522,311         $ 2,682,434
                                           ===========         ===========

       Intangible and other assets-
       ----------------------------

       Excess of purchase price over
        net assets acquired                $ 4,302,631         $ 4,127,631
       Intellectual property and other         170,697             155,851
       Deferred Financing Costs                 50,929                  --
                                           -----------         -----------
                                             4,524,257           4,283,482
       Less:  accumulated amortization      (1,135,522)           (937,123)
                                           -----------         -----------

       Intangible assets, net              $ 3,388,735         $ 3,346,359
                                           ===========         ===========

</TABLE>



(4) Income Taxes:
    -------------

    The income tax provisions for the years ended June 30, 2000, 1999 and
    1998 consist primarily of state taxes and federal alternative minimum
    taxes.

    The following represents a reconciliation of the federal statutory
    income tax rate to the effective income tax rate:

<TABLE>
<CAPTION>
                                       June 30,    June 30,    June 30,
                                           2000        1999        1998
                                     ----------  ----------  ----------
<S>                                  <C>         <C>         <C>
  Statutory federal income
   (benefit) tax rate                   34.0%      (34.0)%      34.0%
  State income and franchise
   taxes, net of federal benefit         2.8         2.1         2.9
  Utilization of loss
   carryforwards, net                  (31.9)         --       (31.1)
  Losses and temporary differences
   not benefited                          --        34.9          --
  Non-deductible meals and
   entertainment                         0.4         0.3         0.4
                                     ----------  ----------  ----------
  Effective income tax rate              5.3%        3.3%        6.2%
                                     ==========  ==========  ==========
</TABLE>










<PAGE>

    The principal temporary items comprising the net unrecognized deferred
    income tax asset are as follows:

<TABLE>
<CAPTION>
                                     June 30,     June 30,     June 30,
                                         2000         1999         1998
                                  -----------  -----------  -----------
<S>                              <C>          <C>          <C>
  Net operating loss
    carryforward                  $   954,000  $ 1,370,000  $ 1,386,000
  Depreciation and amortization      (783,000)    (772,000)    (985,000)
  Accrued expenses not yet
   deductible                         867,000      915,000      660,000
  All other                           505,000      619,000      456,000
                                  -----------  -----------  -----------

  Net deferred tax asset
   unrecognized                     1,543,000    2,132,000    1,517,000
  Less:  valuation reserve          1,543,000   (2,132,000)  (1,517,000)
                                  -----------  -----------  -----------

  Net deferred tax asset
   recognized                     $        --  $        --  $        --
                                  ===========  ===========  ===========
</TABLE>


    At June 30, 2000, the Company had a pre-tax net operating loss
    carryforward ("NOLs") for income tax purposes, subject to Internal
    Revenue Service review, of approximately $2,385,000 which expire in
    2009 through 2019 if not utilized.  The above NOLs include those NOLs
    generated subsequent to  deconsolidating from Noel in 1994.

    A valuation allowance has been recorded due to the uncertainty of
    realizing certain loss carryforwards and other deferred tax assets
    because of the Company's brief operating history and the annual
    limitation on the amount of NOLs that can be used following the
    Brynwood purchase discussed below.

    Under section 382 of the Internal Revenue Code, if the Company
    undergoes  an ownership change, the amount of its pre-change losses
    that may be utilized to offset future taxable income generally will be
    subject to an annual limitation.  In general, the annual limitation
    would be based on the fair market value of the Company's outstanding
    stock immediately before the ownership change and multiplied by the
    adjusted Federal long-term interest rate in effect for the month in
    which the ownership change occurs.  Any unused  portion of the annual
    limitation would be available in subsequent years.

    On June 8, 1998, the Company underwent an ownership change as a result
    of the acquisition of Noel's interest in the Company by Brynwood.  As
    a result of the ownership change, utilization of the Company's NOL
    will be subject to an annual limitation of approximately $650,000.



(5) Stock Options:
    --------------

    In November 1993, the Company adopted the 1993 Stock Option Plan and
    the Non-Employee Directors' Stock Option Plan.  A total of 1,050,000
    shares of common stock are reserved for issuance under the 1993 Stock
    Option Plan, as amended, and 200,000 shares of common stock are
    reserved for issuance under the  Non-Employee Directors' Stock Option
    Plan.  The Company has granted options to purchase  678,500 shares and
    80,000 shares, respectively, through June 30, 2000.  Under both Plans,
    the option exercise price equals the stock's market price on date of
    grant.  The 1993 Stock Option Plan options normally vest 20% annually
    over a five year period.  The Non-Employee Director's Stock Option
    Plan options vest immediately upon grant.  All options expire ten
    years from date of grant.  The Company accounts for these plans under
    APB Opinion No. 25, under which no compensation cost has been
    recognized.

    Under the Non-Employee Directors' Stock Option Plan, each individual
    subsequently elected to the Board of Directors who is not an employee
    of the Company will receive a grant of stock options covering 20,000
    shares of common stock, with an exercise price equal to the fair
    market value of a share of common stock as of the date of grant.  In
    addition, each non-employee director of the Company will receive a
    stock option covering 5,000 shares of common stock immediately
    following each annual meeting of stockholders of the Company during
    the ten-year term of the Non-Employee Directors' Stock Option Plan,
    with an exercise price equal to the fair market value of a share of
    common stock as of the date of grant.

    Had compensation cost for these plans been determined consistent with
    SFAS No. 123, the Company's net income and earnings per share would
    have been reduced to the following pro forma amounts:

<TABLE>
<CAPTION>

                                     June 30,      June 30,       June 30,
                                         2000          1999           1998
                                  -----------   -----------    -----------
  <S>                            <C>           <C>            <C>
  Net income (loss):
   As reported                    $ 1,072,104   $(1,377,888)   $ 1,666,838
   Pro forma                      $   992,801   $(1,492,331)   $ 1,218,607


  Basic net income (loss) per share:
   As reported                           $.17          $(.22)         $.26
   Pro forma                                            $.16         $(.24)          $.19


  Diluted net income (loss) per share:
   As reported                           $.14          $(.22)         $.26
   Pro forma                             $.13          $(.24)         $.19


</TABLE>

  Because the SFAS No. 123 method of accounting is not applicable to
  options granted prior to July 1, 1995, the resulting pro forma
  compensation cost may not be representative of that to be experienced in
  future years.

  A summary of the status of the Company's two stock option plans at June
  30, 2000, 1999 and 1998 and changes during the years then ended is
  presented in the table and narrative below:

<TABLE>
<CAPTION>

                                   June 30,            June 30,            June 30,
                                       2000                1999                1998
                         ------------------  ------------------  ------------------
                                  Wtd. Avg.           Wtd. Avg.           Wtd. Avg.
                          Shares  Ex. Price   Shares  Ex. Price   Shares  Ex. Price
                         -------  ---------  -------  ---------  -------  ---------
<S>                     <C>      <C>        <C>      <C>        <C>      <C>
Outstanding at
  beginning of year      503,861      $1.62  557,059      $3.16  822,550     $2.73
Granted                  332,500       1.66  379,000       1.64  116,800      1.81
Cancelled                     --         -- (431,309)      3.63 (380,200)     1.81
Forfeited                (77,861)      1.55     (889)      1.50   (2,091)     1.54
Expired                       --         --       --         --       --        --
                         -------  ---------  -------  ---------  -------  ---------
Outstanding at
  end of year            758,500      $1.64  503,861      $1.62  557,059     $3.16
                         =======  =========  =======  =========  =======  =========
Exercisable at
  end of year            192,800             170,746            181,217
                         =======             =======            =======
Weighted average
  fair value of
  options granted                     $1.60               $1.18              $1.37
                                  =========           =========           =========
</TABLE>


     The following table summarizes information about stock options
     outstanding at June 30, 2000:

<TABLE>
<CAPTION>
                                    Options Outstanding      Options Exercisable
                  -------------------------------------  -----------------------
                       Number       Weighted                   Number
                  Outstanding        Average   Weighted   Exercisable   Weighted
       Range of            At      Remaining    Average            At    Average
       Exercise      June 30,    Contractual   Exercise      June 30,   Exercise
         Prices          2000   Life (Years)      Price          2000      Price
  -------------   -----------   ------------   --------   -----------   --------
<S>                <C>          <C>            <C>         <C>           <C>
  $1.03 - $2.12       758,500           8.71      $1.64       192,800      $1.60

</TABLE>


    The fair value of each option grant is estimated on the date of grant
    using the Black-Scholes option pricing model with the following
    weighted average assumptions used for grants in 2000, 1999 and 1998,
    respectively:  risk-free interest rates of 6.56%, 4.87% and 6.25%, no
    expected dividend yields, expected lives of ten years and expected
    volatility of 115%, 57% and 61%.



(6) Debt Facilities:
    ----------------

    In April 2000, the Company entered into a three year revolving credit
    facility ("credit facility") which provides for up to $4 million in
    revolver borrowings.  Borrowings under the revolver are limited to a
    percentage of eligible receivables and inventory.  The credit facility
    bears interest at prime and has a commitment fee of 0.25% on the
    unused portion of the facility.  The credit facility is collateralized
    by substantially all of the Company's  assets.  There were no amounts
    outstanding under the revolving credit facility at June 30, 2000.



(7) Brynwood Convertible Subordinated Debenture:
    --------------------------------------------

    On April 1, 1999, the Company executed and delivered a Convertible
    Subordinated Debenture (the "Brynwood Debenture") in favor of
    Brynwood, in the principal amount of $5,000,000.  The Brynwood
    Debenture bears interest at the rate of 6% per annum, matures on
    December 31, 2001 and is convertible, at the option of Brynwood III,
    for shares of common stock of the Company at any time after a
    Convertability Event (as defined in the Brynwood Debenture).  The note
    is convertible at $1.37 per share into shares of common stock.
    Interest is payable quarterly.



(8) Commitments:
    ------------

    In the normal course of business, Lincoln enters into purchase
    commitments with certain of its raw material suppliers generally for
    periods up to one year.  Amounts to be purchased under these
    arrangements are not anticipated to exceed raw material requirements
    for the period to which the commitments apply.  The total remaining
    amount of inventory to be purchased under these commitments as of June
    30, 2000 is approximately $5 million.  These purchase commitments
    expire primarily through June 30, 2001.



(9) Acquisition:
    ------------

    In 1998, the Company acquired certain assets of Iroquois Popcorn
    Company ("Iroquois"), a private label manufacturer of caramelized
    popcorn, for approximately $1,300,000, of which $800,000 was paid in
    cash and $500,000 in a non-interest bearing note.  Additionally there
    are two  contingent payments of $175,000 to be paid on December 31,
    1999 and December 31, 2000.  The payments are to be paid if the
    Company maintains 70% of the sales volume to Iroquois' largest
    customer during each twelve month period respectively.  The Company
    paid the first contingent payment of $175,000 in December 1999.  The
    payment was accounted for as an addition to the excess of purchase
    price over net assets acquired and is being amortized over the
    remaining life of the asset (originally 10 years).

    The acquisition was accounted for as a purchase with the assets
    acquired recorded at their fair values at the date of acquisition.
    The excess of purchase price over net assets acquired is being
    amortized over a period of 10 years.  The purchase price has been
    allocated as follows:

         Accounts receivable             $   477,000
         Inventory                           223,000
         Excess of purchase price over
           net assets acquired               775,000
                                         -----------
                                         $ 1,475,000
                                         ===========


    The following is unaudited pro forma information as if the Company's
    acquisition of Iroquois had occurred at the beginning of fiscal 1998.
    The incremental revenue reflected below consists primarily of sales to
    one customer.  These results may not be indicative of what the actual
    results would have been or may be in the future.

                                               1998
                                          ---------------

            Net sales                       $27,859,707
            Net income                      $ 2,594,054
            Net income per share                  $0.41



(10) Deferred Gain:
     --------------

    In October 1996, the Company sold land adjacent to its manufacturing
    facility in Lincoln, Nebraska.  The agreement for the sale and
    purchase of the land was contingent upon the Company leasing back from
    the purchaser of the land 50,000 square feet of a new warehouse
    facility to be constructed on the property by the buyer.

    The Company entered into a 10-year minimum term lease with the
    purchaser to lease 50,000 square feet of warehouse space,
    approximately 57% of the facility.  Accordingly, the gain on the sale
    of the land, $129,218, was deferred and is being amortized over the
    term of the lease in accordance with SFAS No. 13 and SFAS No. 28 since
    the Company retained more than a minor part of the property sold and
    the present value of the lease payments related to the land exceeded
    the gain on the sale of the land.



(11) Leases:
     -------

     At June 30, 2000, the Company's minimum future rental payments on a
     fiscal year basis under non-cancelable operating leases are as
     follows:

          2001                    $   333,000
          2002                        325,000
          2003                        348,000
          2004                        346,000
          2005 and thereafter         853,000

  Rent expense for operating leases amounted to approximately $317,000,
  for the years ended June 30, 2000 and 1999, and $310,000 for the year
  ended June 30, 1998.



(12) Write Down of Fixed Assets:
     ---------------------------

     The Company discontinued its nut division operations during the fiscal
     quarter ended December 31, 1998.  Management determined that the nut
     division product lines were no longer viable because of continued
     sales declines resulting from increased competitive activity.  Nut
     division sales were $61,814 and $907,863 for the twelve months ended
     June 30, 1999 and 1998, respectively.

     As a result, all of the goodwill related to the nut division
     ($367,800) was written off.  Similarly, manufacturing equipment (book
     value of $272,659) was written down to the estimated net realizable
     value. The write-downs of goodwill and manufacturing equipment
     comprise the "Nut Division Write-Down" of $590,459 in the fiscal 1999
     statement of operations. The Company sold the equipment during fiscal
     2000 with no additional charges with respect to the discontinuance of
     the nut division operations.

     The division's operating income (loss) was ($28,489), excluding the
     "nut division write-down," and $6,049, for the twelve months ended
     June 30, 1999 and 1998, respectively.  These amounts include
     depreciation of $28,941 and $64,310 and goodwill amortization of
     $7,500 and $15,000, for the twelve months ended June 30, 1999 and
     1998, respectively.

     During the year ended June 30, 1997, the Company wrote down $269,498
     of fixed assets.  Management ceased producing and selling certain nut
     product lines and wrote down $227,566 in manufacturing equipment
     relating to such product lines.  The Company also wrote down $41,932
     of leasehold improvements relating to the termination of its warehouse
     lease.





(13) Non-recurring Charge:
     ---------------------

     The non-recurring charge of $286,633 for the twelve months ended June
     30, 1999 represents $177,000 of severance related to the Company's
     former president and chief operating officer, $50,000 costs incurred
     during the relocation of the Company's new Chief Executive Officer,
     and $59,633 of severance related to former employees. All amounts were
     paid as of June 30, 1999.

     During the year ended June 30, 1998, the Company recorded a
     non-recurring charge of $484,388 relating to severance and other
     compensation costs in connection with the resignation of the Company's
     former chairman and chief executive officer.  All amounts were paid as
     of June 30, 1998.




(14) Related Party Transactions:
     ---------------------------

     During the year ended June 30, 1999, the Company received proceeds
     from a $5 million convertible debenture from Brynwood, the Company's
     majority stockholder.  During the year ended June 30, 2000, the
     Company paid interest of $302,236 relating to the convertible
     debenture from Brynwood.  Two of the Company's directors are general
     partners of the general partner of Brynwood; a third director of the
     Company is a principal of Brynwood.

     During the year ended June 30, 1998, the Company paid legal fees of
     approximately $38,000 to a law firm of which one of its partners was a
     director of Noel.




(15) Employee Benefit Plans:
     -----------------------

     The Company sponsors a defined contribution savings plan (401(k)).
     Participation in the plan is available to substantially all salaried
     and hourly employees.  Company contributions to the plan are based on
     a percentage (2%) of employee contributions.  During the years ended
     June 30, 2000, 1999 and 1998, Company contributions to the plan
     totaled $47,000, $48,000, and $52,000, respectively.


(16) Sales Data:
     -----------

     Export sales-
     -------------

     During the years ended June 30, 2000, 1999 and 1998, export sales
     were approximately $960,000, $1,414,000 and $1,520,000,
     respectively.

     Significant customer-
     ---------------------

     For the years ended June 30, 2000, 1999 and 1998, one customer
     represented 40%, 33% and 12% of net sales, respectively.  For the
     year ended June 30, 1999, another customer represented 10% of net
     sales.  For the year ended June 30, 1998, Planters (see Note 17)
     represented approximately 9% of net sales.



(17)        Net Planters Other Income:
    --------------------------

    On July 17, 1995, Planters Company, a unit of Nabisco, Inc.
    ("Planters"), began exclusively distributing the Company's Fiddle
    Faddle and Screaming Yellow Zonkers products (the "Products") pursuant
    to a distribution agreement dated June 6, 1995 (the "Distribution
    Agreement") for an initial term which was originally scheduled to
    expire on June 30, 1997 unless renewed for additional one year
    periods.  The Distribution Agreement required Planters to purchase an
    annual minimum number of  equivalent cases of the Products during the
    initial term.

    On February 28, 1997, the Company and Planters entered into an
    amendment to the Distribution Agreement, which was further modified on
    May 9, 1997 (the "Amendment"), pursuant to which the exclusive
    distribution arrangement with respect to the Company's Fiddle Faddle
    product was extended for an additional six month period expiring on
    December 31, 1997, at which time the arrangement terminated.
    Effective January 1, 1998 and May 1, 1997, Planters ceased, and
    Lincoln resumed, marketing and distributing the Company's Fiddle
    Faddle and Screaming Yellow Zonkers products, respectively.

    The Amendment required Planters to compensate the Company for contract
    minimums for the six month period ended December 31, 1997.

    The Amendment also required Planters to compensate the Company in the
    event that certain sales levels were not achieved during the calendar
    year ending December 31, 1997.  These sales levels were not achieved
    during the calendar year ending December 31, 1997, resulting in
    Planters compensating the Company approximately $1,880,000 which is
    partially offset on the Company's statement of operations by
    approximately $500,000 in non-recurring charges associated with
    initial efforts to rebuild the Fiddle Faddle brand ("Net Planters
    Other Income").













<PAGE>

(18)        Valuation and Qualifying Accounts:
    ----------------------------------

<TABLE>
<CAPTION>

                             Balance at  Charged to                 Balance
                              Beginning   Costs and                  at end
  Description                 of Period    Expenses  Deductions   of Period
  ------------               ----------  ----------  ----------  ----------
<S>                         <C>         <C>         <C>         <C>

  Year ended June 30, 1998:
     Allowances for doubtful
      accounts and cash
      discounts                $237,778   $315,526   $(230,795)   $322,509
     Inventory reserves         284,665    168,852     (91,019)    362,498

  Year ended June 30, 1999:
     Allowances for doubtful
      accounts and cash
      discounts                $322,509   $316,806   $(254,440)   $384,875
     Inventory reserves         362,498    151,742    (261,346)    252,894

  Year ended June 30, 2000:
     Allowances for doubtful
      accounts and cash
      discounts                $384,875   $365,257   $(353,806)   $396,326
     Inventory reserves         252,894     13,000     (49,545)    216,349

</TABLE>

<PAGE>
                        INDEX OF EXHIBITS

       Exhibit Title                                         Exhibit No.
       -------------                                         -----------

(2)    Plan of acquisition, reorganization, arrangement,
       liquidation or succession; Not Applicable

(3)    Articles of Incorporation and By-Laws

      (A)  Certificate of Incorporation, as amended and
           as currently in effect (Incorporated by
           reference to Exhibit 3(A), filed by the Company
           with the Registration Statement on Form S-1
           (33-71432))                                            *

      (B)  By-laws as currently in effect (Incorporated by
           reference to Exhibit 3(B) filed by the Company with
           the Registration Statement on Form S-1 (33-71432))     *

(4)    Instruments defining the rights of security holders,
       including indentures

       (A)  Excerpts from Certificate of Incorporation, as
            amended, (Incorporated by reference to Exhibit 4(A)
            filed by the Company with the Registration Statement
            on Form S-1 (33-71432))                               *

       (B)  Excerpts from By-Laws, as amended, (Incorporated by
            reference to Exhibit 4(B) filed by the Company with
            the Registration Statement on Form S-1 (33-71432))     *

       (C)  Credit Agreement dated as of April 27, 2000 between
            Lincoln Snacks Company and The Bank of New York        4(C)

(9)    Voting Trust Agreement; Not Applicable

(10)   Material Contracts

       Brynwood Note (Incorporated by reference to the Company's
       current report on Form 8-K filed on April 4, 1999)          *

(11)   Statement of computation of per share earnings:  Not
       required because the relevant computations can be clearly
       determined from the material contained in the financial
       statements included herein

(12)   Statement re: computation of ratios; Not applicable

(13)   Annual report to security holders, Form 10-Q or quarterly
       report to security holders; Not applicable

(16)   Letter re: change in certifying accountant; Not Applicable

(18)   Letter re: change in accounting principles; Not Applicable

(21)   Subsidiaries of Registrant; Not Applicable

(22)   Published report regarding matters submitted to vote of
       security holders; Not Applicable

(23)   Consents of Experts and Counsel

       (A)  Consent of Arthur Andersen LLP                    23A

(24)   Power of Attorney;  Not Applicable

(27)   Financial Data Schedule                                27

(99)   Additional Exhibits; Not Applicable