


                                 SCHEDULE 13E-3


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.   20549
                        Rule l3e-3 Transaction Statement
                       (Pursuant to Section l3(e) 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)

     This statement is filed in connection with (check the appropriate box):

     a.  [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A[17 CFR 240.14a-1 to 240.14b-1], Regulation 14C[17 CFR
240.14c-1 to 240.14c-101] or Rule 13e-3(c)[sec 240.13e-3(c)] under the
Securities Exchange Act of l934.  [Amended in Release No. 34-23789, effective
January 20, l987, 5l F.R. 42048).

     b.  [ ] The filing of a registration statement under the Securities Act of
l933.

     c.  [x] A tender offer.

     d.  [ ] None of the above.

     Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ].




                            Calculation of Filing Fee

_________________________________________________________________
Transaction valuation*             Amount of Filing Fee
          $350,000                             $70
__________________________________________________________________

     *  The filing fee is calculated as l/50 of l% of the maximum of l,000,000
shares to be purchased.

[ ]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.

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

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

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

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


     Item 1.  ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.

     (a)  The name and principal executive office of the issuer is:  Lincoln
International Corporation, Suite 6, 120 Village Square, Middletown, Kentucky,
40243.

     (b)  As of ________ __, l995, there were l,537,26l shares of the issuer's
common, no par, non-voting stock outstanding held of record by 1,795
stockholders as of that date.

     (c)  The information  set forth in the first two paragraphs of "Special
Factors - Background of the Offer " from Exhibit (d) hereto is incorporated
herein by reference.

     (d)  No dividends have been paid on these securities for the past two
years.

     (e)  The issuer has not had an underwritten public offering during the past
three years.

     (f)  The information set forth in the fourth paragraph of "Special Factors
- - Background of the Transaction" from Exhibit (d) hereto is incorporated herein
by reference.


     ITEM 2.  IDENTITY AND BACKGROUND.

     This statement is being filed by the issuer of the Common Non-Voting
stock.  Drivers & Drovers Diversified, Inc. ("D&D"), a Kentucky corporation,
whose principal business is holding shares of the issuer, with principal offices
at Suite 6, l20 Village Square, Middletown, Kentucky, 40243, controls the issuer
and is controlled by Mr. Lee Sisney, 802 Montero Court, Prospect, Kentucky,
40059, and Mr. Charles Hamilton, l788 Cedar Grove Road, Shepherdsville,
Kentucky, 40l65.

     No executive officer, director or controlling shareholder of the issuer or
D&D has, for the past 5 years, been convicted in a criminal proceeding or been
the subject of a judgment, decree or final order enjoining further violations
of, or profitability activities subject to, federal or state securities laws or
finding any violation of such laws.  All are American citizens.


     ITEM 3.  PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS.

     (a)  Not applicable.

     (b)  Presently D&D owns 91,463 (91.5%) of the outstanding, no par value,
voting common stock of issuer and 287,429 (18.9%) of the outstanding non-voting,
no par common stock of the issuer.  Mr. Lee Sisney and Mr. Charlie Hamilton each
own fifty (50%) of the outstanding shares of D&D, are the only directors of D&D,
and serve as Chairman of the Board and President of D&D, respectively. D&D
acquired those shares referred to above on October l9, l994 and February 2,
l995, from sixteen shareholders of the issuer pursuant to negotiated
transactions with those shareholders.  The price paid for the shares of the
issuer by D&D was $2.00 for voting Shares and $1.00 for non-voting Shares.   On
October l9, l994, at the time of the acquisition of such shares by D&D, the then
current Board of Directors and officers of the issuer resigned and Messrs.
Sisney and Hamilton were elected as directors and as Chairman of the Board and
President of the issuer, respectively.

     Before that time, commencing in June, l993, a group of six persons, two of
whom were Messrs. Sisney and Hamilton, communicated with the issuer with the
view to purchasing those assets of the issuer utilized in its stockyards
business.  Those six individuals formed Stockyards and Diversified Industries, a
Kentucky partnership, with a view to effecting such a purchase.  Negotiations
were conducted between the partnership and management of the issuer and the
issuer obtained an independent appraisal of its assets in conjunction with those
negotiations.  In January, l994, the partnership offered to purchase the assets
referred to above at a price of $2,400,000, which offer was not accepted by the
issuer.


     ITEM 4.  TERMS OF THE TRANSACTION.

     (a)  The information set forth in "The Offer" from Exhibit  (d) hereto is
incorporated herein by reference.

     (b)  Not applicable.


     ITEM 5.  PLANS OR PROPOSALS OF THE ISSUER.

     (a)-(b)  The information set forth in "Special Factors - Proposed Structure
of the Transaction; Plans for the Company" from Exhibit (d) hereto is
incorporated herein by reference.

     (c)  No change in the present Board of Directors or management of the
issuer is planned or proposed.

     (d)  Not applicable.

     (e)  Not applicable.

     (f)  If shares are tendered pursuant to the Offer to Purchase sufficient to
bring the number of shareholders the Common, Non-Voting stock of the issuer to
less than 300, management intends to terminate its registration under sec.
l2(g)(4) of the Securities Exchange Act of l934, as amended.

     (g)  Not applicable.


     ITEM 6.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     (a)-(b)  The information set forth in "The Offer - Source of Funds" and
"The Offer - Fees and Expenses" from Exhibit (d) hereto is incorporated herein
by reference.

     (c)-(d)  Not applicable.


     ITEM 7.  PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.

     (a)-(c)  The information set forth in "Special Factors - Purpose and
Background of the Offer; Plans for the Company" from Exhibit (d) hereto is
incorporated herein by reference.

     (b)  Not applicable.

     (d)  The information set forth in "Effects of the Offer on Non-Tendering
Common Non-Voting Shareholders"; "Special Factors - Purpose and Structure of the
Transaction; Plans for the Company" and "The Offer - Federal Income Tax
Consequences" from Exhibit (d) hereto is incorporated herein by reference.


     ITEM 8.  FAIRNESS OF THE TRANSACTION.

     (a)-(b)  The information set forth in "Special Factors - Consideration by
the Board of Directors; Fairness" from Exhibit  (d) hereto is incorporated
herein by reference.

     (c)  This transaction does not require approval of at least a majority of
unaffiliated security holders.

     (d)  A majority of directors who are not employees of the issuer have not
retained an unaffiliated representative to act solely on behalf of unaffiliated
security holders for purposes of negotiating the terms of this transaction or
preparing a report concerning the fairness of such transaction.

     (e)  This transaction was not approved by a majority of directors of the
issuer who are not employees of the issuer because all directors are employees
of issuer.

     (f)  Not applicable.


     ITEM 9.  REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.

     (a)  On December 7, l993, the issuer obtained an appraisal of its assets
relating to its stockyards and agribusiness from Galloway Appraisal, an
independent, non-affiliated real estate appraisal firm.  That appraisal was not
obtained in connection with the transaction which is the subject of this filing.

     (b)-(c)  Galloway Appraisal has no relationship with the issuer, nor any
affiliate of the issuer and its personnel are certified as a real estate
appraisers by the Commonwealth of Kentucky.  Galloway Appraisal was selected by
prior management of the issuer by a process not known to present management.  No
material relationship existed between Mr. Galloway and his affiliates and the
issuer or its affiliates during the last two years, or is contemplated.  The
information set forth in "Special Factors - Purpose and Structure of the
Transaction; Plans for the Company" from Exhibit (d) hereto is incorporated
herein by reference.


     ITEM 10.  INTEREST IN SECURITIES OF ISSUER.

     (a)  The information set forth in "Special Factors - Background of the
Transaction" from Exhibit (d) hereto is incorporated herein by reference. 

     (b)  No such transactions have occurred within the last sixty (60) days.


     ITEM 11.  CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO
ISSUER'S SECURITIES.

     None such exist in connection with this transaction.


     ITEM 12.  PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION.

     (a)  The information contained in the last Paragraph of "The Offer - Terms
of the Offer" from Exhibit (d) hereto is incorporated herein by reference.

     (b)  The information contained in "Special Factors - Consideration by the
Board of Directors; Fairness" from Exhibit (d) hereto is incorporated herein by
reference.


     ITEM 13.  OTHER PROVISIONS OF THE TRANSACTION.

     (a)-(b)  Appraisal rights are not provided.  The information set forth in
"The Offer - No Dissenters' Rights" from Exhibit (d) hereto is incorporated
herein by reference.

     (c)  Not applicable.


     ITEM 14.  FINANCIAL INFORMATION.

     (a)(l)  The information set forth at pages F-2 through F-l6 from Exhibit
(d) hereto is incorporated herein by reference.

        (2)  The information set forth at pages F-2l through F-24   from Exhibit
(d) hereto is incorporated herein by reference.

        (3)-(4)  The information regarding the ratio of earnings to fixed
charges and book value per share as set forth at page F-28 from Exhibit (d) is
incorporated herein by reference.

     (b)  The information set forth at page F-28 from Exhibit (d) hereto is
incorporated herein by reference.


     ITEM 15.  PERSON AND ASSETS EMPLOYED, RETAINED OR UTILIZED.

     (a)  The time and efforts of certain officers of the issuer, in particular
Lee Sisney, the issuer's Chief Executive Officer, have been utilized in
connection with the preparing this Schedule l3E-3 and the Offer to Purchase and
other relating materials to be sent to stockholders.  Mr. Sisney and other
directors, full time officers and employees, may discuss the Offer with
shareholders or otherwise be involved in processing the tendered shares, but
will make no recommendations or solicitations of Shares.

     (b)  Except as otherwise disclosed in Section (a) of this Item 15, no
person has been or will be retained, employed or compensated to make
solicitations in connection with the Offer.


     ITEM 16.  ADDITIONAL INFORMATION.

     None.


     ITEM 17.  MATERIAL TO BE FILED AS EXHIBITS.

     (a)  Not applicable.

     (b)  None.

     (c)  None.

     (d)  Offer to Purchase, Letter of Transmittal and Form of Notice of
Guaranteed Signature to be mailed to shareholders.

     (e)  Not applicable.

     (f)  None.



                                        
                                    SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

6/27/95                       /s/Lee Sisney
____________________________  ___________________________________
(Date)                        (Signature)

                               Lee Sisney, President
                              ___________________________________
                              (Name and Title)
                                         


