SecProbe.io

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August 3, 2005

By facsimile to (518) 487-7777 and U.S. Mail

Mr. Benjamin A. Shepherd
Vice President - Finance and Chief Financial Officer, Vice
President
- Corporate Development, and Secretary
Lincoln Logs Ltd.
5 Riverside Drive
Chestertown, NY 12817

RE:	Lincoln Logs Ltd.
	Preliminary Proxy Statement on Schedule 14A
	Amendment 2 to Transaction Statement on Schedule 13E-3
	Filed July 21, 2005
	File Nos. 0-12172 and 5-37488

Dear Mr. Shepherd:

	We reviewed the filings and have the comments below.

Proxy Information, page 2

1. Revise the phrase "or, if not directed, in accordance with the
best judgment of the persons named in the enclosed proxy" to
conform
to the disclosure in the last sentence under 3 in the form of
proxy.

Information regarding the Company and Certain Transactions, page
34

2. By footnote or in some other manner, explain briefly why data
for
the year ended January 31, 2005 presented in the tables on pages
35-
38 differ from data presented under "History 2005" in exhibits to
appendix C.

3. Disclose as an appendix cross-referenced in this section or
otherwise the material business and financial assumptions made in
the
preparation of the 2006 projected financial statements.

Form of Proxy

4. Under 3, clarify that Lincoln Logs will comply with the
discretionary authority requirements specified in Rule 14a-4(c) of
Regulation 14A under the Exchange Act in acting upon other matters
as
may properly come before the meeting or any adjournment.

Closing

	File a revised Pre14A and an amendment to the 13E-3 in
response
to these comments.  To expedite our review, you may wish to
provide
us three marked courtesy copies of the filings.  Include with the
filings a cover letter tagged as correspondence that keys the
responses to the comments and any supplemental information
requested.
If you think that compliance with any of the comments is
inappropriate, provide the basis in the letter.  We may have
additional comments after review of the filings, the responses to
the
comments, and any supplemental information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosures in the filings reviewed by us to make certain that
they have provided all information that investors require for an
informed decision.  Since the filing persons, including Lincoln
Logs
and its management and Mr. Shepherd, are in possession of all
facts
relating to the disclosures in the filings, they are responsible
for
the adequacy and accuracy of the disclosures that they have made.

      When responding to our comments, provide a written statement
from Mr. Shepherd acknowledging that:

* Mr. Shepherd is responsible for the adequacy and accuracy of the
disclosures in the filings.

* Our comments or changes to disclosures in response to our
comments
do not foreclose the Commission from taking any action on the
filings.

* Mr. Shepherd may not assert our comments as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that each filing person provides us in our review of
the
filings or in response to our comments on the filings.

      You may direct questions on comments and other disclosure
issues to Edward M. Kelly, Senior Counsel, at (202) 551-3728 or me
at
(202) 551-3767.

Very truly yours,

Jennifer R. Hardy

Legal
Branch Chief

cc:	Leslie M. Apple, Esq.
	Patricia A. Franchini, Esq.
	Whiteman Osterman & Hanna LLP
	1 Commerce Plaza
	Albany, NY 12260

Mr. Benjamin A. Shepherd
August 3, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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