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


                AMENDMENT NO. 5 TO SCHEDULE 13E-3 (RULE 13e-100)

          RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                              LINCOLN LOGS LTD.
                              -----------------
                              (Name of Issuer)


                    Lincoln Logs Ltd. and John D. Shepherd
                    --------------------------------------
                    (Name of Person(s) Filing Statement)


                        Common Stock, $0.01 par value
                        ------------------------------
                        (Title of Class of Securities)

                              CUSIP #533788-30-3
                    -------------------------------------
                    (CUSIP Number of Class of Securities)


Name, Address and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement

Benjamin Shepherd,                        Leslie M. Apple, Esquire
Chief Financial Officer                   Whiteman Osterman & Hanna LLP
Lincoln Logs Ltd.                         One Commerce Plaza
5 Riverside Drive                         Albany, New York  12260
Chestertown, New York 12817               (518) 487-7770
(518) 494-5500

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

a  /x/ The filing of solicitation materials or an information statement
         subject to Regulation 14A (Sections 240.14a-1 through 240.14b-2),
         Regulation 14C (Sections 240.14c-1 through 240.14c-101) or Rule
         13e- 3(c)(Section 240.13e-3(c)) under the Securities Exchange Act of
         1934 ("the Act").
b  / / The filing of a registration statement under the Securities Act
         of 1933.
c  / / 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: /  /

Check the following box if the filing is a final amendment reporting the results
of the transaction:  /  /


Calculation of Filing Fee

TRANSACTION VALUATION*                                  AMOUNT OF FILING FEE**
-------------------------------------------------------------------------------
$115,669                                                              $13.62

*  The "Transaction Valuation" amount referred to above is the product of the
approximate number of shares of common stock to be acquired in the proposed
transaction for cash at a market price of $0.49 per share.  No securities are
being acquired for non-cash consideration.

** In accordance with the Securities Exchange Act of 1934, as amended, the
Filing Fee is determined by multiplying the Transaction Valuation of $115,669 by
0.00011770.

/X/  Check the box if any part of the fee is offset as provided by Section
240.0-11(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: $13.62	
Form or Registration No.: Schedule 13E-3
Filing Party: Lincoln Logs, Ltd.
Date Filed: March 24, 2005



                                     



INTRODUCTION

This Amendment No. 5 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (the
"Schedule 13E-3") is being filed by LINCOLN LOGS LTD., a New York corporation 
(the "Company"), and JOHN D. SHEPHERD, Chairman, President and Chief Executive
Officer of the Company and holder of approximately 57% of the Company's out-
standing shares of common stock, pursuant to Section 13(e) of the Securities 
Exchange Act of 1934 (the "Exchange Act"), as amended and Rule 13e-3 thereunder.
This Amendment, filed jointly by the Company and Mr. Shepherd, is being filed 
pursuant to Rule 13e-3(d)(3) as a final amendment to the Schedule 13E-3 to 
report the results of the consideration by the Company's shareholders of the 
Company's proposal to amend its certificate of incorporation to effect a 
1-for-500 reverse stock split (the "Reverse Split") of shares of the Company's
common stock, par value $0.01 per share.

Shareholders holding shares of the Company's common stock representing the 
required majority of votes approved the Reverse Split at an Annual Meeting of 
Shareholders held on September 12, 2005 (the "2005 Annual Meeting"). The 
Company filed a Certificate of Amendment to its Restated Certificate of 
Incorporation with the Department of State of the State of New York to effect
the Reverse Split on September 13, 2005. As a result of the effectiveness of 
the Reverse Split on September 13, 2005, (i) shareholders owning fewer than 
500 shares of the Company's common stock prior to the consummation of the 
Reverse Split have the right to receive cash in an amount equal to the result 
obtained by multiplying $245.00 by a fraction having as the numerator the 
number of shares owned and having as the denominator the number 500 (which is
equal to $0.49 per share of stock owned by such shareholders immediately prior
to the Reverse Split), and (ii) each shareholder owning 500 or more shares 
prior to the Reverse Split will own 1 share for every 500 shares previously 
owned by such shareholder and will receive cash for any fractional shares 
resulting from the Reverse Split.

Based on information available to the Company, the Reverse Split reduced the 
number of record holders of the Company's common stock to fewer than 300. The 
Company intends to file a Form 15 with the Securities and Exchange Commission
(the "SEC") as of the date hereof to terminate the registration of the Company's
common stock under the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"). Upon the filing of the Form 15, in the absence of action by the
SEC, the Company will no longer be required to file periodic reports with the 
SEC, including annual reports on Form 10-KSB and quarterly reports on Form 
10-QSB, and will no longer be subject to the SEC's proxy rules. In addition, the
Company has sent a letter to the OTC Bulletin Board notifying it of the Reverse
Split and accordingly, it is anticipated that the Company's common stock will 
not be eligible for trading on the OTC Bulletin Board effective as of September
14, 2005.

A Definitive Proxy Statement of the Company on Schedule 14A relating to the
2005 Annual Meeting was being filed pursuant to Section 14(a) of the Exchange 
Act on August 16, 2005.  The Proxy Statement describes, among other things, the
Reverse Split.  Except as otherwise set forth below, the information set forth 
in the Proxy Statement, including all appendices thereto, is hereby expressly 
incorporated by reference into this Schedule 13E-3 and the responses to each 
item are qualified in their entirety by the provisions of the Proxy Statement.

                                     -  1  -


Item 1.   SUMMARY TERM SHEET. The information set forth in the Proxy
Statement under the section "SUMMARY TERM SHEET" is incorporated herein by
reference.

Item 2.  SUBJECT COMPANY INFORMATION. The information set forth in the section
of the Proxy Statement captioned "INFORMATION REGARDING THE COMPANY AND
CERTAIN TRANSACTIONS" is incorporated herein by reference.

Item 3.   IDENTITY AND BACKGROUND OF FILING PERSONS.

   (a)  NAME AND ADDRESS. The filing persons are (i) the subject company, 
        Lincoln Logs Ltd., 5 Riverside Drive, Chestertown, New York  12817, and
        (ii) John D. Shepherd, Chairman, President and Chief Executive Officer
        of the Company and shareholder of approximately 57% of the Company's
        outstanding shares of common stock, whose business address is Lincoln
        Logs Ltd., 5 Riverside Drive, Chestertown, New York 12817.  The
        telephone number at the Company's principal place of business is
        (518) 494-5500.

        The executive officers of the Company are:

             John D. Shepherd
             Chairman of the Board, President and Chief Executive Officer
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500

             Benjamin A. Shepherd
             Vice President - Finance and Chief Financial Officer,
             Vice President - Corporate Development and Secretary
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500

             Richard C. Farr
             Director of Corporate Strategy
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500

             Jeffrey J. LaPell
             Vice President and Chief Operating Officer
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500

                                     -  2  -


        The members of the Board of Directors of the Company are:

             Leslie M. Apple, Esq.
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500

             Samuel J. Padula
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500

             Steven Patlin
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500

             Richard C. Farr
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500

             John D. Shepherd
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500

             Jeffry J. LaPell
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500

             Benjamin A. Shepherd
             c/o Lincoln Logs Ltd.
             5 Riverside Drive
             Chestertown, New York  12817
             (518) 494-5500


   (b) BUSINESS AND BACKGROUND OF ENTITIES. Not applicable.

                                     -  3  -


   (c) BUSINESS AND BACKGROUND OF NATURAL PERSONS. The information set forth in
       the section of the Proxy Statement captioned "INFORMATION REGARDING THE 
       COMPANY AND CERTAIN TRANSACTIONS" is incorporated herein by reference.

       Each director and executive officer of the Company, including Mr. 
       Shepherd is a citizen of the United States. No executive officer or 
       director, including Mr. Shepherd, has been either (a) convicted in a 
       criminal proceeding during the past five years (excluding traffic 
       violations or similar misdemeanors) or (b) a party to any judicial or 
       administrative proceeding during the past five years that resulted in a
       judgment, decree or final order enjoining the person from future 
       violations of, or prohibiting activities subject to, federal or state 
       securities laws, or a finding of any violation of federal or state 
       securities laws.

Item 4.  TERMS OF THE TRANSACTION.

   (a) MATERIAL TERMS.

    1. Tender Offers: Not applicable.

    2. Mergers or Similar Transactions: The following information is provided
       with respect to the Reverse Split:

       i. Description of the Transaction: The information set forth in the 
       sections of the Proxy Statement captioned "SUMMARY TERM SHEET" and 
       "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF 
       INCORPORATION TO EFFECT REVERSE SPLIT" is incorporated herein by 
       reference.

       ii.  Consideration Offered to Security Holders: The information set 
       forth in the sections of the Proxy Statement captioned "SUMMARY TERM 
       SHEET" and "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO 
       CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - How the Reverse
       Split Will Be Undertaken", "SPECIAL FACTORS RELATING TO APPROVAL OF 
       AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - 
       Purposes and Reasons for the Proposed Reverse Split", "SPECIAL FACTORS
       RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO
       EFFECT REVERSE SPLIT - Deliberations of the Board of Directors", and 
       "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF 
       INCORPORATION TO EFFECT REVERSE SPLIT - Summary of the General Effects
       Of The Reverse Split" is incorporated herein by reference.

       iii.  Reasons for Engaging in the Transaction: The information set forth
       in the sections of the Proxy Statement captioned "SUMMARY TERM SHEET", 
       "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF 

                                     -  4  -


       INCORPORATION TO EFFECT REVERSE SPLIT - Purposes and Reasons for the
       Proposed Reverse Split", and "SPECIAL FACTORS RELATING TO APPROVAL OF 
       AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - 
       Deliberations of the Board of Directors" is incorporated herein by 
       reference.

       iv.  Vote Required for Approval of the Transaction: The information set 
       forth in the sections of the Proxy Statement captioned "SUMMARY TERM 
       SHEET" and "PROPOSAL ONE - APPROVAL OF AMENDMENT TO CERTIFICATE OF 
       INCORPORATION TO EFFECT REVERSE STOCK SPLIT - Shareholder Approval" is 
       incorporated herein by reference.

       v.  Material Differences in Rights of Security Holders: The information 
       set forth in the section of the Proxy Statement captioned "SUMMARY TERM 
       SHEET" and "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO 
       CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Summary of the 
       General Effects Of The Reverse Split" is incorporated herein by 
       reference.

       vi.  Accounting Treatment: The information set forth in the section of 
       the Proxy Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF 
       AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - 
       Summary of the General Effects Of The Reverse Split" is incorporated
       herein by reference.  

       vii.  Federal Income Tax Consequences of the Transaction: The information
       set forth in the section of the Proxy Statement captioned "FEDERAL INCOME
       TAX CONSEQUENCES" is incorporated herein by reference.

   (c) DIFFERENT TERMS. There are no items or arrangements in the transaction 
   that treat certain shareholders differently from other shareholders.  
   Shareholders holding fewer than 500 shares of Common Stock immediately prior
   to the Reverse Split will, however, cease to be shareholders of the Company 
   upon consummation of the Reverse Split.

   (d) APPRAISAL RIGHTS. The information set forth in the section of the Proxy
   Statement captioned "DISSENTERS' APPRAISAL RIGHTS" is incorporated herein by
   reference. In addition, shareholders should refer to the copy of the 
   dissenters' rights statute that is included as Appendix B to the Proxy 
   Statement.

   (e) PROVISIONS FOR UNAFFILIATED SECURITIES HOLDERS.  None.

   (f) ELIGIBILITY FOR LISTING OR TRADING. The Company intends to file as of the
   date hereof an application with the Securities and Exchange Commission
   to suspend or terminate the registration of the Common Stock under the 
   Exchange Act and will cause the listings of the Common Stock on the NASDAQ 
   Over The Counter Bulletin Board to be terminated.  

                                     -  5  -


Item 5.   PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

   (a) TRANSACTIONS. The information set forth in the section of the Proxy 
   Statement captioned "INFORMATION REGARDING THE COMPANY AND CERTAIN 
   TRANSACTIONS - Certain Transactions" is incorporated herein by reference.

   (b) SIGNIFICANT CORPORATE EVENTS.  None.

   (c) NEGOTIATIONS OR CONTACTS.  None.

   (e) AGREEMENTS INVOLVING THE SUBJECT COMPANY'S SECURITIES. The information 
   set forth in the section of the Proxy Statement captioned "INFORMATION 
   REGARDING THE COMPANY AND CERTAIN TRANSACTIONS" is incorporated herein by 
   reference. 

Item 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

   (b) USE OF SECURITIES ACQUIRED. The outstanding shares of the Company's
   existing common stock, par value $0.01, that would otherwise be converted 
   into a fractional share of the Company's common stock will be cancelled by 
   the Company's board of directors; otherwise, no securities will be acquired 
   in the transaction.

   (c) PLANS.

   1. There are no plans, proposals or negotiations that relate to or might 
      result in any extraordinary transactions (e.g. merger, reorganization or
      liquidation) involving the Company or its subsidiaries, aside from the 
      Reverse Split described herein.

   2. There are no plans, proposals or negotiations that relate to or might
      result in any purchase, sale or transfer of a material amount of assets
      of the Company or any of its subsidiaries.

   3. There are no plans, proposals or negotiations that relate to or might 
      result in any material change in the present dividend rate or policy, or
      indebtedness or capitalization of the Company aside from the Reverse
      Split described herein.

   4. Except as set forth below, there are no plans, proposals or negotiations
      that relate to or might result in any material change in the present board
      of directors or management of the Company, including but not limited to 
      any plans or proposals to change the number or the term of directors or to
      fill any existing vacancies on the board or to change any material term of
      the employment contract of any executive officer.  On September 12, 2005,
      the Company's board of directors was advised that neither William J. Thyne
      nor Reginald W. Ray, Jr. has accepted his election to the board of
      directors of the Company for the current year.  The Company's board of
      directors will seek to fill the vacancies left by Mr. Thyne and Mr. Ray
      or will eliminate such positions in accordance with applicabable law.

                                     -  6  -


   5. There are no plans, proposals or negotiations that relate to or might
      result in any other material change in the Company's corporate structure
      or business.

   6. The Company's common stock is not currently listed on an exchange. Once
      the Company is deregistered under the Exchange Act, the Company's common
      stock will no longer be quoted on the Nasdaq OTC Bulletin Board.

   7. As a result of the Reverse Split, the securities of the Company are 
      eligible for termination of registration under Section 12(g)(4) of the
      Act.

   8. As a result of the Reverse Split transaction, the Company's obligation to
      file periodic reports under Section 15(d) of the Act will be suspended.

Item 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

   (a)  PURPOSES.  The information set forth in the sections of the Proxy 
   Statement captioned "SUMMARY TERM SHEET" and "SPECIAL FACTORS RELATING TO 
   APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE 
   SPLIT - Purposes and Reasons for the Proposal Reverse Split" is incorporated
   herein by reference.

   (b)  ALTERNATIVES.  The information set forth in the sections of the Proxy
   Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO 
   CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT -  Deliberations 
   Regarding the Reverse Split Transaction" is incorporated herein by reference.

   (c) REASONS.  The information set forth in the sections of the Proxy 
   Statement captioned "SUMMARY TERM SHEET", "SPECIAL FACTORS RELATING TO 
   APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE 
   SPLIT - Purposes and Reasons for the Proposed Reverse Split", and "SPECIAL 
   FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION 
   TO EFFECT REVERSE SPLIT - Deliberations Regarding the Reverse Split 
   Transaction" is incorporated herein by reference.

   (d) EFFECTS.  The information set forth in the sections of the Proxy 
   Statement captioned "SUMMARY TERM SHEET", "SPECIAL FACTORS RELATING TO 
   APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE 
   SPLIT - Purposes and Reasons for the Proposed Reverse Split", "SPECIAL 
   FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
   TO EFFECT REVERSE SPLIT - Summary of the General Effects of the Reverse 
   Split" and "FEDERAL INCOME TAX CONSEQUENCES" is incorporated herein by
   reference.

                                     -  7  -


Item 8.   FAIRNESS OF THE TRANSACTION.

   (a) FAIRNESS.  The Company, through its Board of Directors, and Mr. Shepherd
   reasonably believes that this Rule 13e-3 transaction is fair to Company's
   unaffiliated shareholders for the reasons as stated in section of the Proxy
   Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO 
   CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Deliberations 
   Regarding the Reverse Split Transaction" which is hereby incorporated by 
   reference.

   (b) FACTORS CONSIDERED IN DETERMINING FAIRNESS.  The information set forth
   in the section of the Proxy Statement captioned "SPECIAL FACTORS RELATING TO
   APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE 
   SPLIT - Deliberations Regarding the Reverse Split Transaction" is 
   incorporated herein by reference.

   (c) APPROVAL OF SECURITY HOLDERS.  The information set forth in the sections
   of the Proxy Statement captioned "SUMMARY TERM SHEET" and "PROPOSAL ONE - 
   APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE 
   STOCK SPLIT - Shareholder Approval" and "SPECIAL FACTORS RELATING TO 
   APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE 
   SPLIT - Deliberations Regarding the Reverse Split Transaction" is 
   incorporated herein by reference.

   (d) UNAFFILIATED REPRESENTATIVE.  The information set forth in the section 
   of the Proxy Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF 
   AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - 
   Deliberations Regarding the Reverse Split Transaction" is incorporated 
   herein by reference.

   (e) APPROVAL OF DIRECTORS.  The information set forth in the section of the
   Proxy Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT
   TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Deliberations 
   Regarding the Reverse Split Transaction" is incorporated herein by reference.

   (f) OTHER OFFERS.  The information set forth in the section of the Proxy 
   Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO 
   CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Deliberations 
   Regarding the Reverse Split Transaction" is incorporated herein by reference.

Item 9.  REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

   (a) REPORT, OPINION OR APPRAISAL.  The information set forth in the section
   of the Proxy Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF 
   AMENDMENT TO CERTIFICATE TO EFFECT REVERSE SPLIT - Deliberations Regarding 

                                     -  8  -


   the Reverse Split Transaction" is incorporated herein by reference.

   (b) PREPARER AND SUMMARY OF THE REPORT, OPINION OR APPRAISAL.  The 
   information set forth in the section of the Proxy Statement captioned 
   "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE TO EFFECT
   REVERSE SPLIT - Deliberations Regarding the Reverse Split Transaction" is 
   incorporated herein by reference.

   (c) AVAILABILITY OF DOCUMENTS.  The information set forth in the section of
   the Proxy Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF 
   AMENDMENT TO CERTIFICATE TO EFFECT REVERSE SPLIT - Deliberations Regarding
   the Reverse Split Transaction" is incorporated herein by reference.

Item 10.  SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

   (a) SOURCE OF FUNDS.  The information set forth in the section of the Proxy
   Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO 
   CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Summary of the 
   General Effects Of The Reverse Split" is incorporated herein by reference.

   (b) CONDITIONS.  None.

   (c) EXPENSES.  The information set forth in the section of the Proxy 
   Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO 
   CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Summary of the 
   General Effects Of The Reverse Split" is incorporated herein by reference.

   (d) BORROWED FUNDS.  None.

Item 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

   (a) SECURITIES OWNERSHIP.  The information set forth in the section of the
   Proxy Statement captioned "INFORMATION REGARDING THE COMPANY AND CERTAIN 
   TRANSACTIONS - Security Ownership of Management" is incorporated herein by
   reference.

   (b) SECURITIES TRANSACTIONS.  None.

Item 12. THE SOLICITATION OR RECOMMENDATION.

   (d) INTENT TO TENDER VOTE IN A GOING-PRIVATE TRANSACTION.  The information
   set forth in the Proxy Statement under the caption "SUMMARY TERM SHEET", 
   "PROPOSAL ONE - APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO 
   EFFECT REVERSE STOCK SPLIT - Shareholder Approval", and "PROPOSAL ONE - 
   APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE 

                                     -  9  -


   STOCK SPLIT - Conflicts of Interest" are incorporated herein by reference.

   (e) RECOMMENDATIONS OF OTHERS.  The information set forth in the Proxy 
   Statement under the caption "SPECIAL FACTORS RELATING TO APPROVAL OF 
   AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - 
   Deliberations Regarding the Reverse Split Transaction" is incorporated 
   herein by reference.

Item 13.  FINANCIAL STATEMENTS.

   (a) FINANCIAL INFORMATION.  The information set forth in the Proxy
   Statement under the caption "INFORMATION REGARDING THE COMPANY AND CERTAIN
   TRANSACTIONS" is incorporated hereby by reference.  The financial 
   information required by this Item 13(a) is also incorporated hereby by
   reference to the Company's Annual Report on Form 10-KSB for the fiscal year
   ended January 31, 2005 and its Quarterly Report on Form 10-QSB for the 
   fiscal quarter ended April 30, 2005.

   (b) PRO FORMA INFORMATION.  The information set forth in the Proxy 
   Statement under the caption "SPECIAL FACTORS RELATING TO APPROVAL OF 
   AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Summary
   of the General Effects Of The Reverse Split" and "INFORMATION REGARDING THE 
   COMPANY AND CERTAIN TRANSACTIONS - Summary Unaudited Pro-forma Financial 
   Information" is incorporated herein by reference.

Item 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.  The
   information set forth in the sections of the Proxy Statement captioned  
   "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE TO EFFECT
   REVERSE SPLIT - Deliberations Regarding the Reverse Split Transaction" and
   "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF 
   INCORPORATION TO EFFECT REVERSE SPLIT - Summary of the General Effects Of 
   The Reverse Split" is incorporated herein by reference.  

Item 15. ADDITIONAL INFORMATION.  The information set forth in the Proxy
   Statement, the Company's 10-KSB for the fiscal year ended January 31, 2005
   and Form 10-QSB for the period ended April 30, 2005 are incorporated by 
   reference.

Item 16. EXHIBITS.

   (1) Proxy Statement.  Filed electronically via EDGAR with the Securities and
   Exchange Commission as of August 16, 2005 and incorporated herein by 
   reference.

   (2) Opinion of value from Empire Valuation Consultants, LLC.  Incorporated
   by reference to Appendix C to the Proxy Statement filed electronically via
   EDGAR with the Securities and Exchange Commission as of August 16, 2005.

                                     -  10  -


   (3) New York State Dissenters' Rights Statute (BCL Chapter 623).  
   Incorporated by reference to Appendix B to the Proxy Statement filed 
   electronically via EDGAR with the Securities and Exchange Commission as of
   August 16, 2005.


                                     -  11  -



SIGNATURES

  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.


Date: September 13, 2005
						LINCOLN LOGS LTD.

                                    By: /s/ Benjamin A. Shepherd
                                        ------------------------
                                        Benjamin A. Shepherd
                                        Chief Financial Officer and Secretary


                                    JOHN D. SHEPHERD

                                    By: /s/ John D. Shepherd
                                        --------------------
                                        John D. Shepherd
 



                                     -  12  -