



                                 SCHEDULE 13E-4


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.   20549
                         Issuer Tender Offer Statement
                     (Pursuant to Section l3(e)(1) of the 
                        Securities Exchange Act of l934)

                       LINCOLN INTERNATIONAL CORPORATION
                       ---------------------------------
                              (Name of the Issuer)

                       LINCOLN INTERNATIONAL CORPORATION
                       ---------------------------------
                      (Name of Person(s) Filing Statement)

                               Common, Non-Voting
                         (Title of Class of Securities)

                                   533716106
                             ______________________
                     (CUSIP Number of Class of Securities)

                                 Robert P. Ross
                         3 Riverfront Plaza - Suite 329
                          Louisville, Kentucky   40202
                                (502) - 56l-l673
                                ----------------
            (Name, Address and Telephone Number of Person Authorized
               to Receive Notices and Communications on Behalf of
                          Person(s) Filing Statement)


                   NOT UNTIL COMMENTS FROM STAFF ARE RECEIVED
                  (Date Tender Offer First Published, Sent or
                           Given to Security Holders)



                           Calculation of Filing Fee

_________________________________________________________________
     Transaction              Amount of Filing Fee

     Valuation* $350,000           $70
__________________________________________________________________

     *  Set forth the amount on which the filing fee is calculated and state
how     it was determined.












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[x]    Check box if any part of the fee is offset as provided by Rule
     0-11(a)(2) and identify the filing with which the offsetting fee was
     previously paid.  Identify the previous filing by registration
     statement number, or the Form or Schedule and the date of its filing.

     This fee is off-set by the $70 fee paid for filing a Schedule l3E-3
     this date by the Company.


Amount Previously Paid ............................ Not Applicable

Form or Registration No.: ......................... Not Applicable

Filing Party: ..................................... Not Applicable

Date Filed: ....................................... Not Applicable 

















































                                       2<PAGE>
     ITEM 1.  SECURITY AND ISSUER.

     (a)  Lincoln International Corporation is the issuer, with principal
executive offices at Suite 6, 120 Village Square, Middletown, Kentucky, 40243.

     (b)  As of ________ __, l995, there were l,537,26l shares of the issuer's
common, non-voting stock outstanding held of record by 1,795 stockholders as of
that date.  This Offer seeks l,000,000 of such shares at an Offer Price of
$0.35 per Share, and no such Shares will be purchased from any officer,
director or affiliate of the issuer.  The information set forth in "The Offer"
in the Offer to Purchase is incorporated herein by reference.

     (c)  There is no established trading market for such shares and the
information set forth in "Special Factors - Background of the Transaction" of
the Offer to Purchase is incorporated herein by reference.

     (d)  Not applicable.


     ITEM 2.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     (a)  The issuer will use funds it now has available, in the maximum amount
of $350,000, for this Offer.

     (b)  No such funds will be borrowed.


     ITEM 3.  PURPOSE OF THE TENDER OFFER AND PLANS FOR PROPOSALS OF THE ISSUER
OR AFFILIATE.

     The information set forth in "Special Factors - Purpose and Structure of
the Transaction; Plans for the Company" and "Effect of Offer on Non-Tendering
Common Non-Voting Shareholders" in the Offer to Purchase is incorporated herein
by reference.


     ITEM 4.  INTEREST IN SECURITIES OF THE ISSUER.

     No transaction in the subject securities of the Issuer was effected within
the past 40 days by the issuer or any person referred to in its Instruction C
of this Schedule, or by an associate or subsidiary of any such person,
including an executive officer or director of any such subsidiary.



                                       3<PAGE>
     ITEM 5.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE ISSUER'S SECURITIES.

     No such contract, arrangement, understanding or relationships relating to
the Tender Offer exists.


     ITEM 6.  PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

     No persons are to be employed, retained or to be compensated in connection
with this Offer, as the issuer will not utilize any outside or unaffiliated
persons in this Offer.  The issuer's officers and employees may make telephone
calls or oral solicitations under the Offer, but no compensation will be
provided to them for such services.


     ITEM 7.  FINANCIAL INFORMATION.

     (a)  The information set forth at pages F-2 through F-l6, F-2l through F-
24 and F-28 in the Offer to Purchase is incorporated herein by reference.

     (b)  Not applicable as not material.


     ITEM 8.  ADDITIONAL INFORMATION.

     None.


     ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS.

     (a)  Offer to Purchase materials.

     (b)  Not applicable.

     (c)  None.

     (d)  None.

     (e)  Not applicable.

     (f)  None.



                                        
                                   SIGNATURE

     After due inquiry and to the best of my knowledge and belief, 

                                       4<PAGE>
I certify that the information set forth in this statement is true, complete
and correct.

6/21/95                         /s/Lee Sisney
____________________________  ___________________________________
(Date)                        (Signature)

                                Lee Sisney, President
                              ___________________________________
                              (Name and Title)
      





















































                                       5<PAGE>

