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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950152-05-000017.txt : 20050103
<SEC-HEADER>0000950152-05-000017.hdr.sgml : 20041231
<ACCEPTANCE-DATETIME>20050103162518
ACCESSION NUMBER:		0000950152-05-000017
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050103
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050103
DATE AS OF CHANGE:		20050103

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:		05502811

	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>l11246ae8vk.txt
<DESCRIPTION>LANCASTER COLONY CORPORATION
<TEXT>
<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

                                    FORM 8-K


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

                         DATE OF REPORT: JANUARY 3, 2005
                        (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)

     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 1.01     Entry into a Material Definitive Agreement

     On December 31, 2004, Lancaster Colony Corporation took action to freeze
the Lancaster Colony Corporation Executive Employee Deferred Compensation Plan
(the "Plan") effective December 31, 2004. The Plan will remain in existence but
no new deferrals will be allowed after December 31, 2004.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

     (c)   Exhibits:

           10.1       2004 Amendment to Lancaster Colony Corporation Executive
                      Employee Deferred Compensation Plan, filed herewith.



<PAGE>



                                   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:  January 3, 2005                          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
- -------      -----------                                          ----------

 10.1        2004 Amendment to Lancaster Colony Corporation
             Executive Employee Deferred Compensation Plan....... Filed herewith



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>l11246aexv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>



                                                                   Exhibit 10.1

                                      2004
                                    AMENDMENT
                                       TO
                          LANCASTER COLONY CORPORATION
                  EXECUTIVE EMPLOYEE DEFERRED COMPENSATION PLAN


         WHEREAS, Lancaster Colony Corporation, an Ohio corporation ("Lancaster
Colony"), established effective as of January 1, 2000, a deferred compensation
plan for certain of its and its subsidiaries employees which is known as the
Lancaster Colony Corporation Executive Employee Deferred Compensation Plan (the
"Plan"); and

         WHEREAS, the recently enacted American Jobs Creation Act of 2004 added,
effective January 1, 2005, a new Section 409A to the Internal Revenue Code of
1986, as amended ("Section 409A"); and

         WHEREAS, Section 409A significantly impacts the Plan with respect to
deferrals of compensation and the crediting of earnings for Plan Years
commencing after December 31, 2004; and

         WHEREAS, in view of the many uncertainties of Section 409A, Lancaster
Colony desires to amend the Plan to freeze all Deferred Compensation Accounts
under the Plan as of December 31, 2004; and

         WHEREAS, Section 10.1 of the Plan permits such amendment.

         NOW, THEREFORE, effective December 31, 2004, the Plan is amended as
follows:

                  1.       Section 4.1 is amended by the addition of the
                           following sentence at the end thereof:

                           "Notwithstanding the foregoing, no Participant may
                           make a deferral election for the Plan Year commencing
                           January 1, 2005 or any Plan Year thereafter, and no
                           Deferred Compensation Agreements will be accepted by
                           the Committee with respect to post-December 31, 2004
                           Compensation (i.e., Compensation earned on and after
                           January 1, 2005)."

                  2.       Section 5.2 is amended by the addition of the
                           following sentence at the end thereof:

                           "Notwithstanding the foregoing, no hypothetical
                           earnings will be credited to any Participant's
                           Deferred Compensation Account for any Plan Year
                           commencing after December 31, 2004."

         IN WITNESS WHEREOF, Lancaster Colony has caused this 2004 Amendment to
the Plan to be executed this 31st day of December 2004, effective as of December
31, 2004.


                                                   LANCASTER COLONY CORPORATION

                                                   By: /s/ John L. Boylan
                                                       ---------------------

                                                   Title: Treasurer
                                                          ------------------



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