UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box;

[ ] Preliminary proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(21))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 140.14a-11(c) or 140.14a-12

LINCOLN LOGS LTD.
________________
(Name of Registrant as Specified In Its Charter)

_____________________________________________________
(Name of Persons(s) Filing proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box) ;

{X} No fee required

{ } Fee computed on table below per Exchange Act Rules 140-6(i)(4) and 0-11

(1) Title of each class of securities to which transaction applies:

_______________________________________________________________

(2) Aggregate number of securities to which transaction applies:

_______________________________________________________________

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

_______________________________________________________________

(4) Proposed maximum aggregate value of transaction:

_______________________________________________________________

(5) Total fee paid:
_______________________________________________________________

[ ] Fee paid previously with preliminary materials.

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

(1) Amount previously paid:

_______________________________________________________________

(2) Form, Schedule or Registration No.:

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(3) Filing party:

______________________________________________________________

(4) Date Filed:

______________________________________________________________

LINCOLN LOGS LTD.
5 Riverside Drive
Chestertown, New York 12817
_____________________

NOTICE OF THE ANNUAL MEETING
OF SHAREHOLDERS

June 16, 2003

Notice is hereby given that the Annual Meeting of Shareholders of Lincoln
Logs Ltd., a New York corporation (the "Company"), will be held at the
Marriott Hotel, 189 Wolf Road, Albany, New York, on Wednesday, July 9, 2003,
at 10:30 a.m., local time, for the following purposes:

1. To elect a Board of Directors to serve until the next Annual Meeting
of Shareholders and until their successors are duly elected and
qualify;

2. To approve the appointment of Urbach Kahn & Werlin LLP as
independent accountants for the Company for the fiscal year ending
January 31, 2004;

3. To transact such other business as may properly come before the
Meeting or any adjournment thereof.

The stock transfer books of the Company will not be closed, but only
shareholders of record at the close of business on May 19, 2003, will be
entitled to notice of and to vote at the Meeting.

By Order of the Board of Directors

William J. Thyne
Secretary

June 16, 2003

You are cordially invited to attend the Meeting and vote your shares. In
the event you cannot attend, please fill in, date and sign the enclosed proxy
and mail it promptly in the enclosed self-addressed envelope to ensure that
your shares are represented at the Meeting. A shareholder who executes and
returns a proxy in the accompanying form has the power to revoke such proxy
at any time prior to the exercise thereof.

LINCOLN LOGS LTD.
5 Riverside Drive
Chestertown, New York 12817
___________________

PROXY STATEMENT
___________________

The accompanying proxy is solicited by the Board of Directors of Lincoln
Logs Ltd., a New York corporation (the "Company"), for use at the Annual Meeting
of Shareholders to be held on July 9, 2003, or any adjournment or adjournments
thereof, for the purposes set forth in the attached Notice of Meeting. It is
expected that proxy solicitation materials will be first mailed or given to
shareholders on or about June 18, 2003. The Company will pay the expense of
soliciting proxies.

Proxies in the accompanying form properly executed and received prior to
the Meeting and not revoked, will be voted in the manner directed by the
shareholders executing such proxies. Shares represented by the enclosed proxy
will be voted in accordance with the indicated direction, or, if not directed,
in accordance with the best judgment of the persons named in the enclosed proxy.
A shareholder who executes and returns a proxy in the accompanying form has the
power to revoke such proxy at any time prior to the exercise thereof either by
(i)notice in writing received by the Secretary of the Company, (ii) signing and
delivering a new proxy card bearing a later date, or (iii) attendance at the
Meeting and voting in person.

The Board of Directors does not intend to present at the Meeting any
matters other than those set forth in this Proxy Statement, nor does the Board
of Directors know of any other matters which may come before the Meeting. If
any other matters should properly come before the Meeting, however, it is the
intention of the persons named in the enclosed proxy to vote all proxies in
accordance with their best judgment on such matters.

Only shareholders of record at the close of business on May 19, 2003 will
be entitled to vote at the Meeting. On June 6, 2003 there were outstanding
7,375,059 shares of the Company's Common Stock, which is the only outstanding
class of voting securities of the Company.

Each share of the Company's Common Stock outstanding on May 19, 2003, will
be entitled to one vote on all matters. In accordance with the Company's
By-Laws and applicable state law, the election of directors will be determined
by a plurality of the votes cast by the holders of shares of Common Stock
present and entitled to the vote thereon, in person or by proxy, at the Meeting.
Shares present which are properly withheld as to voting with respect to any one
or more nominees, and shares present with respect to which a broker indicates
that it does not have authority to vote ("broker non-vote") will not be counted.
Cumulative voting in connection with the election of directors is not permitted.
In accordance with the Company's By-Laws and applicable state law, the
affirmative vote of shares representing a majority of the votes cast by the
holders of the shares present and entitled to vote is required to approve the
other matters to be voted on at the Meeting. Shares which are voted to abstain
and broker non-votes, are not counted as votes cast on any matter to which they
relate.

The By-Laws of the Company provide that the majority of the shares of the
Common Stock of the Company issued and outstanding and entitled to vote, present
in person or by proxy, shall constitute a quorum at the Meeting. Shares, which
are voted to abstain, are considered as present at the Meeting for the purposes
of determining a quorum. Broker non-votes are considered as not present at the
Meeting for the purposes of determining a quorum.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

The Company's directors are to be elected at each Annual Meeting of
Shareholders. At this Meeting, nine directors are to be elected to serve until
the next Annual Meeting of Shareholders and until their successors are elected
and qualify. The nominees for election as directors at this Meeting set forth
in the table below are all recommended by the Board of Directors of the Company.

Two meetings of the Board of Directors were held during the fiscal year
ended January 31, 2003. All but two directors, Mr. Leslie M. Apple and Mr.
Reginald W. Ray, Jr., attended all meetings. Mr. Apple and Mr. Ray attended one
of the two meetings held during the fiscal year and, therefore, did not attend
seventy-five percent of the total meetings held.

Nominees for Election
_____________________

Shares represented by the enclosed proxy, unless otherwise directed, will
be voted to elect the nine nominees listed below to serve until the 2004 Annual
Meeting of Shareholders and until their successors are duly elected and qualify.
Each of the nominees has consented to being named a nominee in this Proxy
Statement. In the event any nominee should become unable or unwilling to accept
a nomination or election, the persons named in the enclosed proxy will vote for
the election of a nominee designated by the remaining nominees.

Year first Position with the Company
elected a (other than as a
Name of Director Age Director Director)
________________ ____ __________ _________________________

Leslie M. Apple 53 2001
Samuel J. Padula 79 1985
Steven Patlin 62 2000
Reginald W. Ray, Jr. 73 1982
Richard C. Farr 74 1982 Director of Corporate Strategy
John D. Shepherd 57 1982 Chairman of the Board,
President and Chief
Executive Officer
William J. Thyne 53 1999 Vice President, Chief
Financial Officer,
Treasurer, Secretary
Jeffry J. LaPell 43 2002 Vice President, Chief
Operating Officer
Benjamin A. Shepherd 49 Vice President of Corporate
Development

Business Experience
___________________

Leslie M. Apple has been a Partner and practicing attorney in the Albany,
New York law firm of Whiteman Osterman & Hanna for more than the past five
years. From 1982 through December 1997 Mr. Apple was a Director of the Company.
From January 1987 through December 1997 Mr. Apple had been a Special
Administrative Assistant to the President, and from May 1997 until December
1997 Mr. Apple was a member of the Company's Office of the Chief Executive.
Mr. Apple resigned from all positions with the Company in December 1997 and
had no affiliation with the Company from that date until he was appointed to
a vacant seat on the Board of Directors on November 30, 2000. Mr. Apple
resigned his position as Special Administrative Assistant to the President on
January 31, 2003 and no longer holds any position with the Company other than as
a Director. Mr. Apple was elected a Director of the Company by shareholders on
January 8, 2001.

Samuel J. Padula has been President and Chief Executive Officer of Padula
Construction Corp., a real estate development and construction firm in
Oceanport, New Jersey, for more than the past five years. Since January 1987,
Mr. Padula has been a Special Administrative Assistant to the President. Mr.
Padula was, until his resignation from that office in December 1997, a member
of the Company's Office of the Chief Executive since May 1997. Mr. Padula
resigned his position as Special Administrative Assistant to the President on
January 31, 2003 and no longer holds any position with the Company other than as
a Director.

Steven Patlin has been, and continues to be, an independent dealer of Lincoln
Logs Ltd. since June 1985. Mr. Patlin served as an independent consultant to
the Company on sales and marketing matters from January 1998 through February
1999. From March 1999 through February 2000 Mr. Patlin served as Vice President
of Sales for Lincoln Logs Ltd. at which time he resigned that position. Mr.
Patlin has been Vice President and Treasurer of Patlin Enterprises Inc. a
distributor of home maintenance products and home building kits, for more than
the past five years. Mr. Patlin resigned his position as Special Administrative
Assistant to the President on January 31, 2003 and no longer holds any position
with the Company other than as a Director.

Reginald W. Ray, Jr. has been President of The Hunter Corporation, a holding
company, in Sherborn, Massachusetts, for more than the past five years. Since
January 1987, Mr. Ray had been a Special Administrative Assistant to the
President. Mr. Ray resigned his position as Special Administrative Assistant
to the President on January 31, 2003 and no longer holds any position with the
Company other than as a Director.

Richard Farr was, until his resignation from those offices on July 8, 1997,
Chairman of the Board of the Company since January 1990 and President and
Treasurer of the Company since December 1991. Mr. Farr was the Company's Chief
Executive Officer from December 1991 to May 1997, at which time he became a
Member of the Office of Chief Executive, which position he resigned on July 8,
1997. Mr. Farr has also been Chairman and Chief Executive Officer of Farr
Investment Company, a private investment firm in West Hartford, Connecticut, for
more than the past five years. Mr. Farr is a Director of H. L. Bouton Co., Inc.
and several privately owned companies. From January 1987 to December 1991, Mr.
Farr was a Special Administrative Assistant to the President, a position he has
resumed since his resignation in July 1997.

John D. Shepherd has been Chairman of the Board, President and Chief
Executive Officer of the Company since December 1997. From December 1997
through January 2001 Mr. Shepherd was also Treasurer of the Company. Mr.

Shepherd has been President of Sweetbrier Ltd., an equestrian facility, since
June 1992 and a private investor since May 1991. Mr. Shepherd was Co-Chairman
and Treasurer of Aquatherm Products Corporation, a manufacturer and distributor
of health care products for home and institutional use, in Rahway, New Jersey,
from January 1986 to May 1991. From January 1987 until December 1997 Mr.
Shepherd has been a Special Administrative Assistant to the President, and from
May 1997 until December 1997 Mr. Shepherd was a member of the Company's Office
of the Chief Executive.

William J. Thyne, CPA, has been Chief Financial Officer and Secretary since
January 1998. Mr. Thyne was elected to the additional positions of Executive
Vice President in September 1999 and Treasurer in February 2001. Prior to
joining the Company Mr. Thyne was Chief Financial Officer of John B. Garret,
Inc., a distributor of medical supplies and equipment and a provider of Medicare
Part B services in Guilderland, New York from August 1996 to January 1998.
Prior to that position, Mr. Thyne was Vice President, Finance and Chief
Financial Officer of Reliable Racing Supply, Inc., a wholesale and retail
distributor of specialized ski equipment and mail order catalog retailer of ski
equipment and apparel in Glens Falls, New York from July 1995 to August 1996.

Jeffry J. LaPell had been Vice President - Sales since re-joining the
Company in December 1999, which position he held until February 4, 2002. In
August 2001, Mr. LaPell was elected to the additional position of Chief
Operating Officer. Prior to re-joining the Company Mr. LaPell was Director of
Sales for Asperline Log Homes, Inc., a wholly owned subsidiary of Imagineering
Services, Inc., in Lock Haven, Pennsylvania from December 1998 to December 1999.
Prior to that position, and for more than five years, Mr. LaPell was employed by
Lincoln Logs Ltd. in various sales positions, the most recent of which was
National Sales Manager.

Benjamin A. Shepherd joined the Company in March 2003 as Vice President of
Corporate Development. Mr. Shepherd had been President of Armstrong
Pharmaceuticals, Inc., a manufacturer of inhalation pharmaceutical products in
Boston, Massachusetts, since February 1991. Prior to that, Mr. Shepherd held a
number of positions at Armstrong Pharmaceuticals, Inc. including Treasurer,
Chief Financial Officer and Executive Vice President. Mr. Shepherd is the
brother of John D. Shepherd, Chairman of the Board of Directors, President and
Chief Executive Officer of the Company. Mr. Shepherd was chosen to fill a
vacant seat on the Board of Directors on April 11, 2003.

No nominee for director holds any directorship in a company with a class
of securities registered pursuant to Section 12 of the Securities Exchange Act
of 1934 or subject to the requirements of Section 15(d) of such Act. No nominee
for director holds any directorship in a company registered as an investment
company under the Investment Company Act of 1940 other than Mr. Farr who is a
Trustee of the Scottish Widows International Fund.

The Board of Directors has established an Audit Committee, a Compensation
Committee and a Strategy Committee. During the fiscal year ended January 31,
2003, the Audit Committee, whose function is to oversee the Company's financial
reporting systems, consisted of Messrs. Apple, Padula and Ray, each of whom is
independent as defined by the National Association of Securities Dealers'
listing standards. During the fiscal year ended January 31, 2003, the
Compensation Committee, whose function is to review and make recommendations to
the Board on executive compensation, consisted of Messrs. Ray, Padula and Farr.
During the fiscal year ended January 31, 2003, the Strategy Committee, whose
function is to make recommendations to the Board on the future business
direction of the Company, consisted of Messrs. Farr, Apple and Patlin. The

Company does not have a standing nominating committee or any committee
performing a similar function. During the fiscal year ended January 31, 2003,
there were five meetings of the Audit Committee. There were no meetings of the
Strategy Committee or the Compensation Committee.

The Board of Directors has approved and adopted a formal written Audit
Committee Charter. This Charter was adopted in accordance with listing
standards promulgated by the National Association of Security Dealers ("NASD").
The Charter was included in the Company's proxy Statement dated January 22,
2001 for the annual meeting of shareholders for the year ended January 31, 2000
as Appendix A.

REPORT OF THE AUDIT COMMITTEE ON LINCOLN LOGS LTD.
__________________________________________________

April 26, 2003

To the Board of Directors of Lincoln Logs Ltd:

I have reviewed and discussed with management the Company's audited
consolidated financial statements as of and for the fiscal year ended
January 31, 2003.

I have discussed with the independent accountants the matters required to
be discussed by Statements on Auditing Standards No. 61, Communications with
Audit Committees, as amended, of the Auditing Standards Board of the American
Institute of Certified Public Accountants.

I have received and reviewed the written disclosures and the letter from
the independent accountants required by Independence Standard No.1, Independence
Discussions with Audit Committees, as amended, of the Independence Standards
Board, and have discussed with the accountants the accountants' independence.

Based on the reviews and discussions referred to above, I recommend to the
Board of Directors that the consolidated financial statements referred to above
be included in the Company's Annual Report on Form 10-KSB for the fiscal year
ended January 31, 2003.

By: /s/ Leslie M. Apple
_____________________
Leslie M. Apple
Chairman, Audit Committee

THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 1 TO BE IN THE BEST INTERESTS OF THE
COMPANY AND ITS SHAREHOLDERS AND RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
NOMINEES NAMED ABOVE.

EXECUTIVE OFFICERS

The executive officers of the Company, each of whom was elected by the Board
of Directors of the Company to serve in the capacities set forth below opposite

their names, and, except as otherwise noted, are currently serving a one-year
term to expire on the date of the 2003 Annual Meeting of Shareholders, are as
follows:

Name Age Office(s)
_____ ___ __________
John D. Shepherd 57 President and Chief Executive Officer

Jeffry J. LaPell 43 Vice President and Chief Operating Officer

William J. Thyne 53 Vice President and Chief Financial Officer;
Treasurer; and Secretary

Benjamin A. Shepherd 49 Vice President - Corporate Development

Eric R. Johnson 39 Vice President - Sales

Charles A. Clark 55 Vice President - Western Sales Region

John D. Shepherd has been Chairman of the Board, President and Chief
Executive Officer since December 1997. Mr. Shepherd also served as the
Company's Treasurer from December 1997 until February 2001. Mr. Shepherd has
been President of Sweetbrier Ltd., an equestrian facility, for more than the
past five years. Since January 1987 until his election to his present offices
with the Company, Mr. Shepherd had been a Special Administrative Assistant to
the President, and from May 1997 until December 1997, a member of the Company's
Office of the Chief Executive. Mr. Shepherd is the brother of Benjamin A.
Shepherd, Vice President - Corporate Development, and a director of the company.

Jeffry J. LaPell had been Vice President-Sales since re-joining the Company
in December 1999 until February 4, 2002 when Mr. Eric Johnson was hired as Vice
President - Sales. Mr. LaPell was elected to the additional position of Chief
Operating Officer in August 2001. Prior to re-joining the Company, Mr. LaPell
was Director of Sales for Asperline Log Homes, Inc., a wholly owned subsidiary
of Imagineering Services, Inc., in Lock Haven, Pennsylvania from December 1998
to December 1999. Prior to that position, and for more than five years, Mr.
LaPell was employed by Lincoln Logs Ltd. in various sales positions, the most
recent of which was National Sales Manager.

William J. Thyne, CPA, has been Chief Financial Officer and Secretary since
January 1998. Mr. Thyne was also elected to the additional positions of Vice
President in September 1999 and Treasurer in February 2001. Prior to joining
the Company Mr. Thyne was Chief Financial Officer of John B. Garret, Inc., a
distributor of medical supplies and equipment and a provider of Medicare Part B
services in Guilderland, New York from August 1996 to January 1998. Prior to
that, Mr. Thyne has held several positions as Chief Financial Officer, one of
which was Lincoln Logs Ltd. from 1987 to 1993.

brother of John D. Shepherd, Chairman of the Board of Directors, President and
Chief Executive Officer of the Company.

Eric R. Johnson joined the Company on February 4, 2002 as Vice President -
Sales. Prior to joining the Company, Mr. Johnson was Show and Seminar Manager
for Home Buyer Publications, Inc., publishers of Log Home Living and Timber
Frame Homes magazines, in Chantilly, Virginia from June 1998 to January 2002.
Prior to that position, Mr. Johnson was Regional Manager for Nationwide Homes,
Inc., a manufacturer of modular homes in Martinsville, Virginia, from May 1997
to May 1998. Prior to that Mr. Johnson was the Regional Training Manager for
Lindal Cedar Homes, Inc. based in Fairfax, Virginia from September 1993 to
April 1997. From July 1989 to August 1993, Mr. Johnson held the position of
General Manager for Alpine Cedar Homes, an independent distributor for Lindal
Cedar Homes, Inc. in South Glens Falls, New York.

Charles A. Clark joined the Company July 22, 1999 as a sales representative
in the Company's Auburn, California office, and was promoted to the position of
Manager of the Auburn, CA sales office in October 1999. In February 2001, Mr.
Clark was promoted to the additional position of Western Regional Manager until
his recent promotion to Vice President - Western Region in April 2003. Prior to
joining the Company and for more than the past five years, Mr. Clark was
President of Clark and Associates, an import company of consumer related
products. Prior to that position, Mr. Clark held several positions as Vice
President of Sales and National Sales Manager of companies whose primary
business was the import and distribution of electronics.

COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers and directors and persons who beneficially own more than ten percent
(10%) of the Company's Common Stock to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission.
Executive officers, directors and greater than ten percent (10%) beneficial
owners are required by Commission regulations to furnish the Company with
copies of all Section 16(a) forms they file.

The Company believes that its executive officers and directors complied
with all applicable Section 16(a) filing requirements during and with respect to
the fiscal year ended January 31, 2003.

EXECUTIVE COMPENSATION

The following table sets forth all annual and long-term compensation paid
by the Company to the Chief Executive Officer of the Company and to all
executive officers of the Company who received total annual salary and bonus
in excess of $100,000 for services rendered in all capacities to the Company
and its subsidiaries during the fiscal years ended January 31, 2003,
January 31, 2002 and January 31, 2001.

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION - ANNUAL COMPENSATION AWARDS
Long-term Compensation
Annual Compensation Awards
____________________ _______________________

(a) (b) (c) (d) (e) (f) (g) (h) (i)

Other Restricted All Other
Name and Annual Stock Options/ LTIP Compen-
Principal Year Salary Bonus Compensation Award(s) SAR's Payouts Sation
Position ($) ($) ($) ($) (#) ($) ($)
- ---------------------------------------------------------------------------------------------------------------

John D. Shepherd, 2003 100,000.00 0.00 8,000.00 (5) 0.00 0 0.00 7,991.00 (4)
Chief Executive 2002 91,327.00 0.00 6,000.00 (5) 0.00 0 0.00 22,155.00 (2)
Officer (1) 2001 78,000.00 0.00 5,000.00 (5) 0.00 0 0.00 9,877.00 (3)
Jeffry J. LaPell, 2003 89,539.00 40,628.00 8,000.00 (5) 0.00 0 0.00 6,393.00 (9)
Chief Operating 2002 84,841.00 2,330.00 1,667.00 (5) 0.00 0 0.00 3,541.00 (7)
Officer (6) 2001 77,500.00 22,805.00 0.00 0.00 0 0.00 3,133.00 (8)
William J. Thyne, 2003 89.539.00 0.00 8,000.00 (5) 0.00 0 0.00 8,725.00 (13)
Chief Financial 2002 84,841.00 0.00 6,000.00 (5) 0.00 0 0.00 9,812.00 (11)
Officer (10) 2001 72,500.00 0.00 5,000.00 (5) 0.00 0 0.00 6,405.00 (12)

(1) Mr. Shepherd was elected Chief Executive Officer in December 1997. Since
June 1982, Mr. Shepherd has been a director of the Company.
(2) This amount consists of $4,250 paid for directors' meeting fees, $2,867 of
matching funds contributed to the Company's 401(k) Plan, $352 paid for
term life insurance, $13,836 for interest paid on amounts advanced to
the Company and $850 paid for interest on Series B Convertible Subordinated
Debentures.
(3) This amount consists of $1,250 paid for directors' meeting fees, $2,340
of matching funds contributed to the Company's 401(k) Plan, $271 paid for
term life insurance, and $6,016 paid for interest paid on amounts advanced
to the Company.
(4) This amount consists of $3,000 paid for directors' meetings fees, $3,443
of matching funds contributed to the Company's 401(k) Plan, $348 paid for
term life insurance and $1,200 paid for interest on Series B Convertible
Subordinated Debentures.
(5) These amounts represent an annual salary paid to the directors of the
Company. For fiscal year 2001 the annual salary was $5,000. During the
fiscal year 2002 the annual salary was increased to $8,000. The amounts
shown for fiscal year 2002 represent pro-rata amounts paid. Mr. LaPell
was appointed to a vacant seat on the Board of Directors in August 2001.
Mr. Thyne was appointed to a vacant seat on the Board of Directors in
November 2000.
(6) Mr. LaPell was elected Vice President and Chief Operating Officer in
August 2001, and appointed to a vacant seat on the Board of Directors
in August 2001. From December 1999 until January 2002, Mr. LaPell was
Vice President - Sales.
(7) This amount consists of $3,225 of matching funds contributed to the
Company's 401(k) Plan, and $316 paid for term life insurance.
(8) This amount consists of $2,863 of matching funds contributed to the
Company's 401(k) Plan, and $270 paid for term life insurance.
(9) This amount consists of $3,000 paid for directors' meeting fees, $3,080
of matching funds contributed to the Company's 401(k) Plan and $313 paid
for term life insurance.
(10) Mr. Thyne was elected Chief Financial Officer and Secretary in January
1998, Vice President in September 1999 and Treasurer in February
2001.
(11) This amount consists of $4,250 paid for directors' meeting fees, $2,837
of matching funds contributed to the Company's 401(k) Plan, $325 paid
for term life insurance, and $2,400 paid for interest on Series B
Convertible Subordinated Debentures.
(12) This amount consists of $1,250 paid for directors' meeting fees, $2,468
of matching funds contributed to the Company's 401(k) Plan, $287 paid
for term life insurance, and $2,400 paid for interest on Series B
Convertible Subordinated Debentures.

(13) This amount consists of $3,000 paid for directors' meeting fees, $3,012 of
matching funds contributed to the Company's 401(k) Plan, $313 paid for term
life insurance, and $2,400 paid for interest on Series B Convertible
Subordinated Debentures.

Employee Savings Plan
_____________________

The Company maintains a defined contribution salary reduction plan (the
"Plan") pursuant to Section 401(k) of the Internal Revenue Code of 1986 (as
amended from time to time, the "Internal Revenue Code") for all employees who
have completed one year of service with the Company. Thirty-nine of the
Company's employees are currently eligible to participate in the Plan, twenty-
eight of whom have elected to participate. Employees participating in the Plan
may elect to defer compensation up to a maximum permitted by the Internal
Revenue Code. The Company contributes on behalf of each participating employee
a percentage, determined annually by the Company based upon the profits of the
Company, of compensation (as defined by the Plan) to the Plan. Aggregate annual
additions on behalf of any employee may not exceed the lesser of 25% of such
employee's compensation for any given year or $7,000 (as adjusted for increases
in the cost of living as prescribed by regulations by the Secretary of the
Treasury, $11,000 for the 2002 calendar year). Contributions to the Plan made
by the Company are 20% vested after a participating employee completes two
years of service with the Company and continues to vest at the rate of an
additional 20% over each of the following four years of employment. The
Company is current with respect to its funding obligations to the Plan.

During the fiscal years ended January 31, 2003, 2002 and 2001, cumulative
vested account balances of $174,532, $22,494, and $56,653, respectively, were
paid from the Plan to employees of the Company upon their separation from
service to the Company pursuant to the Plan.

Stock Option Plan
_________________

The Company has in effect a Stock Option Plan (the "Plan") which permits
the granting of incentive stock options to key employees to purchase up to
235,000 shares of the Company's Common Stock in accordance with the
requirements imposed by the Internal Revenue Code. The Plan permits the Board
of Directors of the Company, or a committee of the Board of Directors consisting
of at least three directors, to grant incentive stock options to key employees
of the Company. All of the Company's employee-directors, as key employees of
the Company, are eligible to receive incentive stock options as are all
officers, division managers, department heads, and any other management or
supervisory employees or others who are designated as key employees. As
required by the applicable provisions of the Internal Revenue Code, the
exercise price of incentive stock options granted under the Plan must be equal
to or greater than the fair market value of the shares which are subject to an
option on the date the option is granted.

All employees are considered "key employees" of the Company, and there are
currently approximately fifty eight persons eligible to receive incentive stock
options under the Plan. During fiscal year ended January 31, 2003, no incentive
stock options to purchase shares of the Company's Common Stock were granted to
any key employees. Subsequent to January 31, 2003 and through the date hereof,
incentive stock options previously granted under the Plan to purchase 25,000
shares of the Company's Common Stock have been exercised through the date
hereof.

In addition to granting options to key employees intended to qualify as
incentive stock options under the Internal Revenue Code, the Plan also permits

the Board of Directors (or the committee which administers the Plan) to grant
stock options (the "Non-qualified Stock Options") which do not qualify as
incentive stock options to key employees of the Company and directors who are
not employees of the Company. Up to 250,000 options are currently designated
by the Plan for issuance as non-qualified stock options. The Board, or the
committee that administers the Plan, has the authority to decide to whom
non-qualified stock options are granted, as well as the number of shares of
the Company's Common Stock that may be purchased under each such option, and the
other terms, conditions and restrictions (if any) of such options (which need
not be the same for each non-qualified stock option granted).

There are currently approximately sixty-two persons eligible to receive
non-qualified stock options under the Plan. During the fiscal year ended
January 31, 2003, there were no "non-qualified stock options" issued to any
key employees or directors and no "non-qualified stock options" previously
granted under the Plan have been exercised through the date hereof.

Compensation of Directors
_________________________

Each director is compensated for his services in the amount of $8,000 per
year, plus $1,500 for each meeting of the Board of Directors attended. Each
member of the Audit, Compensation and Strategy Committees is compensated in the
amount of $500 for each Committee meeting attended. Health insurance is
available to the directors at the Company's expense.

Employment Contracts
____________________

The Company is party to employment contracts with Jeffry J. LaPell, Vice
President and Chief Operating Officer, and Eric R. Johnson, Vice President -
Sales. Both contracts are for a term of two years, call for a certain base
salary (adjusted annually for the change in the Consumer Price Index), and
include incentives for an annual bonus based on the achievement of defined goals
related to sales revenues and the Company's backlog of contracts. The contracts
also contain a non-competition clause that would be effective upon separation
from service to the Company, and a severance provision whereby each individual
would be paid an amount equal to three month's salary. As of January 31, 2003,
the base salary for Messrs. LaPell and Johnson are $89,539 and $72,000,
respectively.

Long-Term Incentive Plan Awards
_______________________________

Other than its Stock Option Plan, the Company does not maintain any
long-term incentive plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Description of certain transactions and agreements to which the Company and
certain of the officers and directors of the Company are parties are set forth
below.

During the fiscal years ended January 31, 2003 and 2002, the following
transactions with officers, directors and shareholders occurred:

During fiscal 2002, the Company repaid Mr. Richard C. Farr, a Director of
the Company, $97,000 of advances he had made to the Company in prior years.
These payments reduced the amount of advances made by Mr. Farr to zero. Also
during fiscal 2002, the Company made interest payments to Mr. Farr related to
the aforementioned advances totaling $7,151. The advances bore interest at the
annual rate of 12%.

During fiscal 2002, the Company repaid Mr. John D. Shepherd, Chairman of
the Board of Directors and Chief Executive Officer, $83,349, which amount was
evidenced by a Note and was for the purpose of purchasing a new milling machine.
The amount repaid reduced the amount advanced by Mr. Shepherd to purchase the
milling machine to zero. Related to this Note, the Company made interest
payments to Mr. Shepherd totaling $4,356. The Note bore interest at the annual
rate of 12%.

During fiscal 2002, the Company repaid Mr. John D. Shepherd, Chairman of
the Board of Directors and Chief Executive Officer, $100,000, which amount was
evidenced by a Note and was for the purpose of purchasing real property in
Kingston, NY. The amount repaid reduced the amount advanced by Mr. Shepherd to
purchase the real property to zero. Related to this Note, the Company made
interest payments to Mr. Shepherd totaling $9,480. The Note bore interest at
the annual rate of 12%.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners
_______________________________________________

The following table identifies each person known to the Company to be the
beneficial owner of more than five percent of the Company's Common Stock and
sets forth the number of shares of the Company's Common Stock beneficially
owned by each such person and the percentage of the shares of the Company's
outstanding Common Stock owned by each such person.

Number of Shares Percent of Out-
of Common Stock standing Common
of the Company Stock of the Company
Name and Address Beneficially Owned Beneficially Owned
Of Beneficial Owner as of June 6, 2003 as of June 6, 2003
___________________ __________________ ____________________
Richard C. Farr 1,110,802 (1) 12.74%
40 Colony Road
W. Hartford CT 06117

John D. Shepherd 5,409,461 (2) 62.05%
1020 Sport Hill Road
Easton, CT 06612

Herman R. Shepherd and 569,500 (3) 6.53%
Carol R. Shepherd
704B Weed Street
New Canaan, CT 06612

(1) Includes (i) 70,000 shares subject to options which are exercisable
within 60 days.

(2) Includes (i) 250,000 owned by Mrs. Susan Shepherd, his wife, as to which
Mr. Shepherd disclaims beneficial ownership, and (ii) 50,000 shares owned
by Mr. Jason Tunick, his son, as to which Mr. Shepherd disclaims
beneficial ownership.

(3) Includes (i) 132,000 shares owned individually by Mrs. Carol R. Shepherd.

Security Ownership of Management
________________________________

The following table sets forth the number of shares of the Company's Common
Stock beneficially owned by each director of the Company and all directors and
officers of the Company as a group and the percentage of the shares of the
Company's outstanding Common Stock owned by each director of the Company and all
directors and officers of the Company as a group. Except as otherwise noted,
the named individual has sole voting power and sole investment power over the
securities.

Number of Shares Percent of Out-
of Common Stock standing Common
of the Company Stock of the Company
Beneficially Owned Beneficially Owned
Name as of June 6, 2003 as of June 6, 2003
_______________ __________________ ____________________
Richard C. Farr 1,110,802 (4) 12.74%
Samuel J. Padula 298,743 (1)(2) 3.43%
Reginald W. Ray, Jr. 221,504 (1)(3) 2.54%
John D. Shepherd 5,409,461 (5) 62.05%
William J. Thyne 96,085 (6) 1.10%
Benjamin A. Shepherd 141,000 (7) 1.62%
Steven Patlin 60,100 (8) 0.69%
Jeffry J. LaPell 40,400 (9) 0.46%
Leslie M. Apple 75,000 (1) 0.86%
Eric R. Johnson 0 0.00%
Charles A. Clark 0 0.00%
All officers and
directors as a group
(11 persons) 7,453,095 (10) 85.49%

(1) Includes 25,000 shares subject to options which are exercisable within
60 days.

(2) Includes (i) 2,100 shares owned jointly by Mr. Padula with his wife, Mrs.
Eleanor Padula, with whom Mr. Padula shares voting and investment power,
and (ii) 263,603 shares held by Mrs. Padula as to which Mr. Padula
disclaims beneficial ownership.

(3) includes 12,702 shares owned by Mr. Ray's wife as to which Mr. Ray
disclaims beneficial ownership.

(4) Includes (i) 70,000 shares subject to options which are exercisable
within 60 days.

(5) Includes (i) 250,000 shares owned by Mrs. Susan Shepherd, his wife, as to
which Mr. Shepherd disclaims beneficial ownership, and (ii) 50,000 shares
owned by Mr. Jason Tunick, his son, as to which Mr. Shepherd disclaims
beneficial ownership.

(6) Includes (i) 10,000 shares subject to options which are exercisable
within 60 days, and (ii) 61,085 shares owned jointly by Mr. Thyne with
his wife, Mrs. Glenn E. Thyne, with whom Mr. Thyne shares voting and
investment power.

(7) Includes (i) 20,000 shares owned by Mr. Shepherd's children, as to which
Mr. Shepherd disclaims beneficial ownership, and (ii) 121,000 shares
owned jointly by Mr. Shepherd and his wife, Mrs. Elizabeth Shepherd, with
whom Mr. Shepherd shares voting and investment power.

(8) Includes 50,000 shares of common stock owned jointly by Mr. Patlin with
his wife, Mrs. Leslie Patlin, with whom Mr. Patlin shares voting and
investment power.

(9) Includes 40,400 shares of common stock owned jointly by Mr. LaPell with
his wife, Mrs. Tina LaPell, with whom Mr. LaPell shares voting and
investment power.

(10) Includes 155,000 shares subject to options which are exercisable within
60 days.

There are no arrangements known to the Company the operation of which may at a
subsequent date result in a change in control of the Company.

PROPOSAL NO. 2
APPROVAL OF INDEPENDENT AUDITORS

PREVIOUS PRINCIPAL INDEPENDENT ACCOUNTANTS
__________________________________________

On October 1, 2002, the Company received notification of resignation by
letter dated September 30, 2002 from PricewaterhouseCoopers LLP ("PwC"), the
Company's then independent public accountant, that the client-auditor
relationship between the Company and PwC had ceased. Since the Company did not
initiate the change in accountants, the decision was not recommended or approved
by the Company's audit committee.

In connection with its audits of the Company's financial statements for the
fiscal years ended January 31, 2002 and 2001 and through October 1, 2002, there
were no disagreements with PwC regarding any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, had they existed and not been resolved to the satisfaction of
PwC, would have caused them to make reference thereto in their report on the
financial statements for such years.

PwC's reports on the financial statements for each of the past two years
did not contain an adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles,
except that PwC's reports issued in connection with the Company's financial
statements for the fiscal years ended January 31, 2002 and 2001 included a
separate paragraph regarding the Company's ability to continue operations as a
going concern.

The Company has requested that PwC furnish it with a letter addressed to
the United States Securities and Exchange Commission (the "SEC") stating
whether it agrees with the above statements. The former auditor's letter,
which indicated their agreement with the Company's above statements, was filed
as Exhibit 16.2 to a Report on Form 8-K filed on October 4, 2002.

CURRENT PRINCIPAL INDEPENDENT ACCOUNTANTS
_________________________________________

Subject to approval of the Company's shareholders, the Board of Directors
has decided that Urbach Kahn & Werlin LLP, which firm has been the independent
certified public accountants of the Company for the fiscal year ended January
31, 2003, be continued as independent accountants for the Company. The
shareholders are being asked to approve the Board's decision to retain Urbach
Kahn & Werlin LLP for the fiscal year ending January 31, 2004.

A representative of Urbach Kahn & Werlin LLP is expected to be present at
the Meeting and will have the opportunity to make a statement if he desires to
do so and to respond to appropriate questions from shareholders.

Urbach Kahn & Werlin LLP ("UKW") has a continuing relationship with Urbach
Kahn & Werlin Advisors, Inc. ("Advisors") from which it leases staff who are
full time permanent employees of Advisors and through which its partners
provide non-audit services. Non-audit services for the fiscal year ended
January 31, 2003 ("fiscal 2003"), referred to below under "All Other Fees"
were provided to the Company by Advisors. As a result of UKW's arrangement
with Advisors, UKW has no full time employees and, therefore, all audit
services performed for the Company by UKW for fiscal 2003 was provided by
permanent, full time employees of Advisors leased to UKW. UKW manages and
supervises the audit engagement and the audit staff, and is exclusively
responsible for the report rendered in connection with its audit of the
Company's fiscal 2003 consolidated financial statements.

ACCOUNTANT'S FEES

For the fiscal year ended January 31, 2003, fees for services provided by
Urbach Kahn & Werlin LLP and PricewaterhouseCoopers LLP are categorized as
follows:

(a) Audit Fees. For the fiscal year ended January 31, 2003 the
aggregate fees billed for professional services rendered for the audit of the
Company's annual financial statements and for the reviews of the Company's
quarterly financial statements was $60,132.80.
(b) Financial Information Systems Design and Implementation Fees. For
the fiscal year ended January 31,2003, no work performed by the Company's
principal independent accountant for financial information systems design and
implementation and, therefore, no fees were incurred for this category of
service.
(c) All Other Fees. For the fiscal year ended January 31, 2003 the
aggregate fees billed for services rendered other than the services covered
in paragraphs (a) and (b) above was $22,612.17.

The Audit Committee of the Board of Directors considers the provision of the
services covered in paragraph (b) and (c) above, and the fees paid therefore,
to be compatible with maintaining Urbach Kahn & Werlin LLP's independence.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
APPOINTMENT OF URBACH KAHN & WERLIN LLP AS INDEPENDENT ACCOUNTANTS FOR THE
COMPANY FOR THE FISCAL YEAR ENDING JANUARY 31, 2004.

ANNUAL REPORT

A copy of the Company's Annual Report for the fiscal year ended January 31,
2003 will be mailed to the Company's shareholders on June 18, 2003 and June 19,
2003, respectively, and does not constitute a part of the proxy solicitation
materials.

ANY PERSON FROM WHOM PROXIES FOR THIS MEETING ARE SOLICITED MAY OBTAIN FROM
THE COMPANY, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT TO THE SECURITIES AND
EXCHANGE COMMISSION ON FORM 10-KSB FOR THE FISCAL YEAR ENDED JANUARY 31, 2003,
INCLUDING THE FINANCIAL STATEMENTS THEREIN, BY WRITTEN REQUEST ADDRESSED TO
WILLIAM J. THYNE, SECRETARY, LINCOLN LOGS LTD., 5 RIVERSIDE DRIVE, CHESTERTOWN,
NEW YORK 12817. ANY SUCH REQUEST FROM A BENEFICIAL OWNER OF STOCK NOT
REGISTERED IN HIS NAME MUST CONFIRM THAT HE/SHE WAS A BENEFICIAL OWNER OF SUCH
STOCK ON MAY 19, 2003.

SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be presented at the next annual
meeting of shareholders to be held in 2004 must have been received by the
Company at 5 Riverside Drive, Chestertown, New York 12817 on or before March
14, 2004.