SECURITIES AND EXCHANGE COMMISSION


                              Washington, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT





     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934





         Date of Report (Date of earliest event reported): April 1, 1999



                             LINCOLN SNACKS COMPANY
             (Exact name of registrant as specified in its charter)


        Delaware                      0-23048                   47-0758569
(State or other jurisdiction        (Commission                (IRS Employer
 of incorporation)                   File No.)
Identification Number)


                      4 High Ridge Park, Stamford, CT 06905
              (Address of principal executive offices and zip code)


       Registrant's telephone number, including area code: (203) 329-4545


                                       N/A
          (Former name or former address, if changed since last report)




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Item 5.  Other Events.
- ----------------------

         On April 1, 1999,  Lincoln Snacks Company (the "Company")  executed and
delivered a Convertible  Subordinated  Debenture (the  "Debenture")  in favor of
Brynwood Partners III L.P., a Delaware limited partnership  ("Brynwood III"), in
the principal amount of five million dollars  ($5,000,000).  The Debenture bears
interest  at the rate of 6% per  annum,  matures  on  December  31,  2001 and is
convertible,  at the option of Brynwood  III,  for shares of Common Stock of the
Company at any time after a Convertability  Event (as defined in the Debenture).
Brynwood III currently owns approximately 75% of the outstanding Common Stock of
the  Company.  The  additional  information  contained  in Exhibit 4.1 hereto is
incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
- ---------------------------------------------------------------------------

        (c)    Exhibits

               Exhibit No.         Description
               -----------         -----------

               4.1                 Convertible Subordinated Debenture, dated
                                   as of April 1, 1999





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                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Company  has duly  caused  this  report to be  signed on its  behalf by the
undersigned hereunto duly authorized.


                                             LINCOLN SNACKS COMPANY


Date: April 8, 1999                          By:  /s/ Hendrik J. Hartong III
                                                 -------------------------------
                                                 Hendrik J. Hartong III
                                                 President


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