Exhibit 24


                                Power of Attorney

     We, the undersigned officers and directors of Lincoln Snacks Company (the
"Company"), hereby severally constitute Hendrik J. Hartong, III and Kristine A.
Crabs, and each of them singly, as our attorneys-in-fact with full power to
them, and each of them singly, to sign for us and in our names and in our
capacities as directors and/or officers of the Company, the Registration
Statement on Form S-8 relating to the offer and sale of shares of the Company's
Common Stock, $.01 par value, pursuant to the Lincoln Snacks Company 1993 Stock
Option Plan, as amended, and, in accordance with Rule 429 under the Securities
Act of 1933, as amended, the Lincoln Snacks Company Non-Employee Directors'
Stock Option Plan, and any and all amendments to such Registration Statement,
which Registration Statement is being filed pursuant to the Securities Act of
1933, as amended, and, in general, to do all such things in our names and behalf
and in our capacities as directors and officers to enable the Company to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, including the filing of
such amendments, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, and all
that our said attorneys may do or cause to be done by virtue hereof.

     In witness whereof, each of the undersigned has hereunto set his or her
hand and seal this 22nd day of February, 2000.



/s/ Hendrik J. Hartong, Jr.             /s/ John T. Gray
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Hendrik J. Hartong, Jr.                 John T. Gray


/s/ C. Alan MacDonald                   /s/ Ian B. MacTaggart
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C. Alan MacDonald                       Ian B. MacTaggart


/s/ Hendrik J. Hartong III              /s/ Robert Zwartendijk
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Hendrik J. Hartong III                  Robert Zwartendijk


                                        /s/ Kristine A. Crabs

                                        ---------------------------
                                        Kristine A. Crabs