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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950152-04-007676.txt : 20041028
<SEC-HEADER>0000950152-04-007676.hdr.sgml : 20041028
<ACCEPTANCE-DATETIME>20041028083122
ACCESSION NUMBER:		0000950152-04-007676
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041028
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041028
DATE AS OF CHANGE:		20041028

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:		041100965

	BUSINESS ADDRESS:	
		STREET 1:		37 W. BROAD STREET
		STREET 2:		5TH FLOOR
		CITY:			COLUMBUS
		STATE:			OH
		ZIP:			43215
		BUSINESS PHONE:		6142247141

	MAIL ADDRESS:	
		STREET 1:		37 W. BROAD STREET
		STREET 2:		5TH FLOOR
		CITY:			COLUMBUS
		STATE:			OH
		ZIP:			43215
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>l10207ae8vk.txt
<DESCRIPTION>LANCASTER COLONY CORPORATION        8-K
<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: OCTOBER 28, 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)


      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

      [ ]   Written communications pursuant to Rule 425 under the Securities
            Act (17 CFR 230.425)

      [ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12)

      [ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under
            the Exchange Act (17 CFR 240.14d-2(b))

      [ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under
            the Exchange Act (17 CFR 240.13e-4(c))




<PAGE>




ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On October 28, 2004, Lancaster Colony Corporation issued a press release
announcing its results for the three months ended September 30, 2004. The press
release is attached as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (c)   Exhibits:

           99.1     Press Release dated October 28, 2004, filed herewith.


                                   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 hereunto duly authorized.

                                       LANCASTER COLONY CORPORATION (REGISTRANT)



Date:  October 28, 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 October 28, 2004.................   Filed herewith


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>l10207aexv99w1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>
                                                                  Exhibit 99.1




FOR IMMEDIATE RELEASE                                            SYMBOL: LANC
Thursday, October 28, 2004                                       TRADED: Nasdaq


            LANCASTER COLONY REPORTS FIRST QUARTER SALES AND EARNINGS

         COLUMBUS, Ohio, Oct. 28 -- Lancaster Colony Corporation (Nasdaq: LANC)
today reported record net sales of $281 million for the first fiscal quarter
ended September 30, 2004, a six-percent increase over first quarter sales of
$267 million last year. Net income was $18,378,000 versus $19,700,000 in the
corresponding quarter a year ago. Current year results included pretax income of
approximately $0.4 million (one cent per share after taxes) related to the
liquidation of LIFO inventories carried at substantially lower prior years'
costs, compared to $1.6 million (three cents per share after taxes) in the
comparable quarter a year ago. Basic and diluted earnings per share were 52
cents versus 55 cents earned in the first quarter last year.

         John B. Gerlach, Jr., chairman and CEO of Lancaster Colony Corporation,
said, "We were encouraged to achieve net sales growth in each segment. Operating
earnings, however, were again adversely affected by higher raw material costs
and a business environment that allows little pricing flexibility."

         Specialty Foods sales totaled $161 million, up four percent from the
year-ago level. Segment operating income totaled $27.4 million, up four percent
over the year-ago level. Mr. Gerlach said, "Both retail and foodservice sales
showed modest growth and Warren Frozen Foods, acquired last December,
contributed over $4 million to the higher first quarter sales. Operating income
was again constrained by higher costs of soybean oil and cream, as the adverse
impact of all commodities exceeded $1 million in the quarter."

         Automotive sales were $57 million for the quarter, up three percent
from the prior year's first quarter total. Segment operating income totaled $2.3
million, or approximately four percent of sales, after a charge of approximately
$0.4 million for costs incurred with the previously announced closing of a
floor mat facility. Segment income in the year-ago quarter totaling $3.7 million
included approximately $0.4 million from a gain on the sale of an idle facility.
Mr. Gerlach noted, "Sales of original equipment products benefited from growth
in aluminum accessories, partially offset by lower floor mat volume. Operating
margins remain adversely affected by markedly higher material costs for
aluminum, steel and synthetic rubber."

         Glassware and Candles sales totaled $64 million, up 14 percent for the
quarter, and segment operating income was $1.1 million, $2.0 million below the
year-ago level. Mr. Gerlach said,

                                                                   MORE . . .

<PAGE>

PAGE 2 / LANCASTER COLONY REPORTS FIRST QUARTER SALES AND EARNINGS

"For the third consecutive quarter, candle sales have posted year-over-year
increases, growing both through the addition of new customers and gains among
existing customers. Segment operating income reflects lower LIFO-related income
as well as higher material and product costs. Candle production has increased to
meet demand in recent months, and manufacturing efficiencies at our largest
glassware facility have also improved."

         Mr. Gerlach concluded, "We continue to believe that our best
opportunity to improve operating results lies in the second half of the current
fiscal year. Lancaster Colony remains debt-free with solid cash flows, and we
ended the past quarter with more than $168 million in cash and equivalents."

         The company's first quarter conference call is scheduled for this
morning, October 28, 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. The webcast will be archived and available on the
company's 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 FIRST QUARTER SALES AND EARNINGS

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

<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                             September 30,
                                                          2004            2003
                                                        --------        --------
<S>                                                     <C>             <C>
Net sales                                               $281,484        $266,652
Cost of sales                                            227,467         210,845
                                                        --------        --------
Gross margin                                              54,017          55,807
Selling, general & administrative expenses                24,776          24,169
Restructuring and impairment charge                          442            --
                                                        --------        --------
Operating income                                          28,799          31,638
Interest income and other - net                              627             346
                                                        --------        --------
Income before income taxes                                29,426          31,984
Taxes based on income                                     11,048          12,284
                                                        --------        --------
Net income                                              $ 18,378        $ 19,700
                                                        ========        ========
Net income per common share:(a)
    Basic and diluted                                   $    .52        $    .55
Cash dividends per common share                         $    .23        $    .20

Weighted average common shares outstanding:
    Basic                                                 35,355          35,763
    Diluted                                               35,408          35,831

</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
                                                             September 30,
                                                          2004            2003
                                                        --------        --------
<S>                                                     <C>             <C>
NET SALES
    Specialty Foods                                     $160,609        $154,817
    Glassware and Candles                                 63,732          56,126
    Automotive                                            57,143          55,709
                                                        --------        --------
                                                        $281,484        $266,652
                                                        ========        ========
OPERATING INCOME
    Specialty Foods                                     $27,379         $ 26,313
    Glassware and Candles                                 1,079            3,106
    Automotive                                            2,256            3,651
    Corporate expenses                                   (1,915)          (1,432)
                                                        -------         --------
                                                        $28,799         $ 31,638
                                                        =======         ========

</TABLE>

                                                                      MORE . . .

<PAGE>

PAGE 4 / LANCASTER COLONY REPORTS FIRST QUARTER SALES AND EARNINGS

                          LANCASTER COLONY CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                           September 30,      June 30,
                                                                2004            2004
                                                           -------------      --------
                                                            (Unaudited)
<S>                                                          <C>             <C>
ASSETS
Current assets:
   Cash and equivalents                                       $168,136        $178,503
   Receivables - net of allowance for doubtful
      accounts                                                 115,764          94,623
   Total inventories                                           154,093         155,076
   Deferred income taxes and other current assets               26,774          22,803
                                                              --------        --------
      Total current assets                                     464,767         451,005
Net property, plant and equipment                              155,200         159,494
Other assets                                                   105,453         102,388
                                                              --------        --------
         Total assets                                         $725,420        $712,887
                                                              ========        ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                           $ 46,974        $ 47,383
   Accrued liabilities                                          58,447          45,348
                                                              --------        --------
      Total current liabilities                                105,421          92,731
Other noncurrent liabilities and deferred income taxes          34,153          33,371
Shareholders' equity                                           585,846         586,785
                                                              --------        --------
         Total liabilities and shareholders' equity           $725,420        $712,887
                                                              ========        ========
</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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