UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): Form 10-K Form 20-F Form 11-K X
Form 10-Q Form N-SAR
For Period Ended: April 30, 1998
Transition Report on Form 10-K
Transition Report on Form 20-F
Transition Report on Form 11-K
Transition Report on Form 10-Q
Transition Report on Form N-SAR
For the Transition Period Ended:
_______________________________
Read Instruction (on back page) Before Preparing
Form. Please Print or Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to portion of the filing checked
above, identify the Item(s) to which the notification relates:
_______________________________________________________________
PART I - REGISTRANT INFORMATION
_______________________________________________________________
Full Name of Registrant
Lincoln Logs Ltd.
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Address of Principal Executive Office (Street and Number)
Riverside Drive, Chestertown, NY 12817
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City, State and Zip Code
PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box
if appropriate)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
thereof, will be filed on or before
X the fifteenth calendar day following the
prescribed due date; or the subject quarterly report
or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-
F, 11-K, 10-Q, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
The Registrant is pursuing an independent "fair value" opinion
for warrants issued as part of an issuance of convertible
subordinated debentures on January 30, 1998. The valuation of
said warrants would require the registrant to record this
valuation amount on its books as of its fiscal year end date of
January 31, 1998. This valuation will impact the Registrant's
results of operations for its first quarter ended April 30,
1998.
The Registrant has not yet received the independent "fair
price" opinion, and, as a result, the Registrant has not filed
its annual report on Form 10-KSB for the year ended January 31,
1998. The Registrant cannot file its first quarter report on
Form 10-QSB for the quarter ended April 30, 1998 until, and
subsequent to, its filing of its annual report on Form 10-KSB
for the year ended January 31, 1998.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification
William J. Thyne 518 494-5500
__________________________ ___________________________________
( Name ) ( Area Code ) ( Telephone Number)
(2) Have all other periodic reports required under Section 13
or 15(d) of the Securities Exchange Act of 1934 or Section 30
of the Investment Company Act of 1940 during the receding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no,
identify reports(s). Yes XNo
Annual report on Form 10-KSB for the fiscal year ended
January 31, 1998
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
Yes X No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
_____________________________________________________________
Lincoln Logs Ltd.
_____________________________________________________________
( Name of Registrant as Specified in Charter )
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 12, 1998 By s/ WilliamJ. Thyne, Chief Financial Officer
William J. Thyne
INSTRUCTION: The form may be signed by an executive officer of
the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be
typed or printed beneath the signature. If the statement is
signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the
registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact
constitute Federal Criminal Violations (See 18 U.S.C. 1001).