-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950152-04-003315.txt : 20040429
<SEC-HEADER>0000950152-04-003315.hdr.sgml : 20040429
<ACCEPTANCE-DATETIME>20040429082440
ACCESSION NUMBER:		0000950152-04-003315
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040429
ITEM INFORMATION:		
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040429

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LANCASTER COLONY CORP
		CENTRAL INDEX KEY:			0000057515
		STANDARD INDUSTRIAL CLASSIFICATION:	CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030]
		IRS NUMBER:				131955943
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-04065
		FILM NUMBER:		04762447

	BUSINESS ADDRESS:	
		STREET 1:		37 W BROAD ST
		CITY:			COLUMBUS
		STATE:			OH
		ZIP:			43215
		BUSINESS PHONE:		6142247141
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>l07258ae8vk.txt
<DESCRIPTION>LANCASTER COLONY CORPORATION
<TEXT>
<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D. C. 20549-1004

                                  ------------

                                    FORM 8-K


                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                         DATE OF REPORT: APRIL 29, 2004
                        (Date of earliest event reported)

                         COMMISSION FILE NUMBER 0-4065-1

                                  ------------

                          LANCASTER COLONY CORPORATION
             (Exact name of registrant as specified in its charter)

                   OHIO                                     13-1955943
      (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                    Identification No.)

            37 WEST BROAD STREET                                43215
               COLUMBUS, OHIO                                (Zip Code)
  (Address of principal executive offices)

                                  614-224-7141
              (Registrant's telephone number, including area code)

                                      NONE
 (Former name, former address and former fiscal year, if changed since last
                                    report)


<PAGE>



ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

        (c)     Exhibits:

                99.1    Press Release dated April 29, 2004, filed herewith.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL POSITION

        On April 29, 2004, Lancaster Colony Corporation issued a press release
announcing its results for the three and nine months ended March 31, 2004. The
press release is attached as Exhibit 99.1.


                                   SIGNATURES

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

                                       LANCASTER COLONY CORPORATION (REGISTRANT)



Date:  April 29, 2004                 By:  /s/JOHN L. BOYLAN
       --------------                    -------------------------------------
                                             John L. Boylan
                                             Treasurer, Vice President,
                                             Assistant Secretary and
                                             Chief Financial Officer
                                             (Principal Financial
                                             and Accounting Officer)


<PAGE>


                                INDEX TO EXHIBITS

EXHIBIT
NUMBER          DESCRIPTION                                      LOCATED AT
- ------          -----------                                      ----------

99.1            Press Release dated April 29, 2004............   Filed herewith









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>l07258aexv99w1.txt
<DESCRIPTION>EX-99.1
<TEXT>
<PAGE>
                                                                    Exhibit 99.1


FOR IMMEDIATE RELEASE                                            SYMBOL: LANC
Thursday, April 29, 2004                                         TRADED: Nasdaq

            LANCASTER COLONY REPORTS THIRD QUARTER SALES AND EARNINGS

         COLUMBUS, Ohio, Apr. 29 -- Lancaster Colony Corporation (Nasdaq: LANC)
today reported net income of $16,045,000 or 45 cents per basic and diluted share
for the company's third fiscal quarter ended March 31, 2004. For the
corresponding quarter a year ago, net income totaled $18,047,000 or 50 cents per
basic and diluted share. Third quarter net sales increased four percent to $269
million versus net sales of $260 million in the third quarter last year.

         Net income for the latest quarter included pretax income of $0.8
million (one cent per share after taxes) related to the liquidation of LIFO
inventories carried at substantially lower prior years' costs. In the third
quarter last year, net income included a similar LIFO pretax benefit of $2.4
million (four cents per share after taxes).

         For the nine months ended March 31, 2004, net income reached
$62,395,000 compared to $90,582,000 earned in the first nine months a year ago.
Diluted earnings per share were $1.74 compared to $2.49 a year ago. Nine months
net sales were $827 million compared to $843 million last year.

         The most recent nine-months results included pretax income of $2.0
million (three cents per share after taxes) associated with a second quarter
distribution under the Continued Dumping and Subsidy Offset Act (CDSOA). In the
prior year, the pretax CDSOA distribution was $39.2 million (67 cents per share
after taxes). Also received in the current year's second quarter was a pretax
bad-debt recovery of $1.2 million (two cents per share after taxes). Pretax
LIFO-related income for the nine months totaled $3.4 million (six cents per
share after taxes) compared to $5.1 million (nine cents per share after taxes)
in the corresponding period a year ago. The prior year's nine months results
also included a pretax provision of $4.9 million (eight cents per share after
taxes) for the restructuring of the company's consumer glassware business.

         John B. Gerlach, Jr., chairman and CEO, said, "We were pleased with the
third-quarter growth in sales and operating income that was achieved by our
Specialty Foods group. Consolidated results remained challenged by weaker
nonfood volumes and by higher materials costs, especially for soybean oil and
dairy-related ingredients."

         Specialty Foods sales in the third quarter increased 11 percent to $157
million with both retail and foodservice volumes running ahead of the comparable
quarter a year earlier. Operating income was up three percent to $24.1 million.
Mr. Gerlach said, "Nearly a third of this segment's sales increase was

                                                                    MORE . . .

<PAGE>

PAGE 2 / LANCASTER COLONY REPORTS THIRD QUARTER SALES AND EARNINGS

attributable to Warren Frozen Foods, Inc., acquired in December 2003.
Historically high costs of soybean oil adversely affected our dressings and
sauces margins and had an impact of more than $1 million in the third quarter
and over $4.5 million in the nine months."

         Automotive sales declined seven percent to $57 million in the third
quarter. Operating income for the quarter declined to $2.0 million from $4.9
million a year ago. Mr. Gerlach stated, "Similar to the second quarter, our
sales were affected by the loss of an OEM program for aluminum accessories that
was not fully offset by other gains. Raw materials costs remained above year-ago
levels, and lower floormat production affected overhead absorption."

         Glassware and Candles sales totaled $56 million, a three percent
decline. Operating income for the quarter declined to $1.1 million versus $2.3
million in the year-ago quarter. In addition to the varying amounts of
LIFO-related income, operating income comparisons for the third quarter were
affected by the $1.4 million prior-year impairment charge related to certain
glass molds. Mr. Gerlach stated, "Although retail candle demand remains
unsettled, our third quarter candle sales comparison was favorable. The prior
year's volume also benefited from the introduction of a broad new line of
Candle-lite candles. For this segment, lower production and competitive pricing
have led to compressed margins. We believe our candle operations are more
efficient than a year ago, and we continue our efforts to sustain improvement in
our consumer glassware manufacturing."

         Mr. Gerlach concluded, "We were pleased to return to top-line growth in
the third quarter. A current concern is the continuing trend toward higher
materials costs, particularly food ingredients. Warren Foods performed to our
expectations, and we look forward to expanding the market presence of Warren
products. We continue to focus on new product development, and we recognize the
need to reduce our costs, especially in our nonfood operations where growth is
most challenging. Looking ahead, we believe our debt-free balance sheet and
solid cash flows provide a firm foundation for future growth."

            The company's third quarter conference call is scheduled for this
morning, April 29, at 10:00 a.m. ET. You may access the call through a live
webcast by using the link provided on the company's Internet home page at
www.lancastercolony.com. Replays of the webcast will be made available on the
company website.

         This news release contains forward-looking statements related to future
growth and earnings opportunities. Such statements are based upon certain
assumptions and assessments made by management of the company in light of its
experience and perception of historical trends, current conditions, expected
future developments and other factors it believes to be appropriate. Actual
results may differ as a result of factors over which the company has no, or
limited, control including the strength of the economy, slower than anticipated
sales growth, the extent of operational efficiencies achieved, the success of
new product introductions, price and product competition, and increases in raw
materials costs. Management believes these forward-looking statements to be
reasonable; however, undue reliance should not be placed on such statements,
which are based on current expectations. The company undertakes no obligation to
publicly update such forward-looking statements. More detailed statements
regarding significant events which could affect the company's financial results
are included in the company's Forms 10-K and 10-Q filed with the Securities and
Exchange Commission.

                                                                    MORE . . .


<PAGE>



PAGE 3 / LANCASTER COLONY REPORTS THIRD QUARTER SALES AND EARNINGS

                          LANCASTER COLONY CORPORATION
                  CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                     (In thousands except per-share amounts)

<TABLE>
<CAPTION>
                                                    Three Months Ended              Nine Months Ended
                                                         March 31,                      March 31,
                                                    2004           2003            2004           2003
                                                 -------------------------------------------------------
<S>                                             <C>            <C>             <C>            <C>
Net sales                                        $ 269,463      $ 259,535       $ 827,311      $ 843,025
Cost of sales                                      219,659        205,962         656,649        657,534
                                                 ---------      ---------       ---------      ---------
Gross margin                                        49,804         53,573         170,662        185,491
Selling, general & administrative expenses          24,401         24,629          73,473         75,751
Restructuring and impairment charge                   --              (84)           --            4,861
                                                 ---------      ---------       ---------      ---------
Operating income                                    25,403         29,028          97,189        104,879
Interest income and other - net                        457            (47)          3,283         40,407
                                                 ---------      ---------       ---------      ---------
Income before income taxes                          25,860         28,981         100,472        145,286
Taxes based on income                                9,815         10,934          38,077         54,704
                                                 ---------      ---------       ---------      ---------
Net income                                       $  16,045      $  18,047       $  62,395      $  90,582
                                                 =========      =========       =========      =========
Net income per common share:(a)
    Basic                                        $     .45      $     .50       $    1.75      $    2.49
    Diluted                                      $     .45      $     .50       $    1.74      $    2.49

Cash dividends per common share                  $     .23      $     .20       $     .66      $     .58

Weighted average common shares outstanding:
    Basic                                           35,736         36,013          35,740         36,310
    Diluted                                         35,814         36,064          35,814         36,366
</TABLE>

(a) Based on the weighted average number of shares outstanding during
    each period.


                          LANCASTER COLONY CORPORATION
                    BUSINESS SEGMENT INFORMATION (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                    Three Months Ended              Nine Months Ended
                                                         March 31,                      March 31,
                                                    2004           2003            2004           2003
                                                 -------------------------------------------------------
<S>                                             <C>            <C>             <C>            <C>
NET SALES
    Specialty Foods                              $ 156,748      $ 140,959       $ 475,453      $ 452,908
    Glassware and Candles                           55,658         57,274         184,493        207,237
    Automotive                                      57,057         61,302         167,365        182,880
                                                 ---------      ---------       ---------      ---------
                                                 $ 269,463      $ 259,535       $ 827,311      $ 843,025
                                                 =========      =========       =========      =========
OPERATING INCOME
    Specialty Foods                              $  24,085      $  23,342       $  81,494      $  83,914
    Glassware and Candles                            1,147          2,279          11,017         12,252
    Automotive                                       2,025          4,937           9,480         13,381
    Corporate expenses                              (1,854)        (1,530)         (4,802)        (4,668)
                                                 ---------      ---------       ---------      ---------
                                                 $  25,403      $  29,028       $  97,189      $ 104,879
                                                 =========      =========       =========      =========
</TABLE>

                                                                      MORE...

<PAGE>

PAGE 4 / LANCASTER COLONY REPORTS THIRD QUARTER SALES AND EARNINGS


                          LANCASTER COLONY CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                               March 31,     June 30,
                                                                 2004          2003
                                                              ------------------------
                                                              (Unaudited)
<S>                                                          <C>             <C>
ASSETS
Current assets:
   Cash and equivalents                                        $159,377      $142,847
   Receivables - net of allowance for doubtful
      accounts                                                  106,195        88,583
   Total inventories                                            148,852       159,412
   Deferred income taxes and other current assets                28,635        23,543
                                                               --------      --------
      Total current assets                                      443,059       414,385
Net property, plant and equipment                               163,665       161,111
Other assets                                                    103,254        92,220
                                                               --------      --------
         Total assets                                          $709,978      $667,716
                                                               ========      ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                            $ 42,708      $ 41,983
   Accrued liabilities                                           45,136        42,940
                                                               --------      --------
      Total current liabilities                                  87,844        84,923
Other noncurrent liabilities and deferred income taxes           38,799        35,128
Shareholders' equity                                            583,335       547,665
                                                               --------      --------
         Total liabilities and shareholders' equity            $709,978      $667,716
                                                               ========      ========
</TABLE>

SUBJECT TO YEAR-END AUDIT.

                                     # # # #



FOR FURTHER INFORMATION:    John B. Gerlach, Jr., Chairman and CEO, or
                            John L. Boylan, Vice President, Treasurer and CFO
                            Lancaster Colony Corporation
                            Phone: 614/224-7141
                            --or--
                            Investor Relations Consultants, Inc.
                            Phone: 727/781-5577 or E-mail: lanc@mindspring.com




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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