8-K

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: FEBRUARY 1, 2006

(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:

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

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

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

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

TABLE OF CONTENTS

EX-10.1

Item 1.01    Entry Into a Material Definitive Agreement

     On February 1, 2006, Lancaster Colony Corporation (the “Company”) entered into a Stock Purchase Agreement pursuant to which the Company has agreed to purchase 100,000 shares of common stock from the Estate of Dorothy Fox (the “Estate”) at a per share price equal to the average closing price of the Company’s common stock over the eight (8) trading days beginning February 1, 2006. Robert L. Fox, a Director of the Company, serves as Executor of the Estate.

Item 9.01    Financial Statements and Exhibits

     (c)    Exhibits:

 10.1 Stock Purchase Agreement between the Registrant and the Estate of Dorothy B. Fox.

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: February 1, 2006	By:	/s/ John L. Boylan
		John L. Boylan Treasurer, Vice President, Assistant Secretary and Chief Financial Officer (Principal Financial and Accounting Officer)

INDEX TO EXHIBITS

Exhibit
Number	Description	Located at
10.1	Stock Purchase Agreement between Registrant and Estate of Dorothy B. Fox	Filed herewith

EX-10.1

Exhibit 10.1

STOCK PURCHASE AGREEMENT

          This Stock Purchase Agreement (this “Agreement”) is entered into as of this 1^st day of February 2006, by and between Lancaster Colony Corporation (the “Company”) and the Estate of Dorothy B. Fox (the “Estate”).

          WHEREAS, the Estate desires to sell 100,000 shares of Company common stock (the “Shares”); and

          WHEREAS, the Company has previously announced a stock repurchase program; and

          WHEREAS, the Estate has made an offer to sell the Shares to the Company at a price per share equal to the average of the closing prices of the Company’s common stock over the eight (8) trading days beginning on February 1, 2006;

          NOW, THEREFORE, the parties agree as follows:

1.	Purchase of Shares. The Company hereby agrees to purchase the Shares for a total purchase price equal the product of (i) the average of the closing prices of the Company’s common stock over the eight (8) trading days beginning on February 1, 2006 times (ii) 100,000 (the “Purchase Price”). The Purchase Price shall be paid by wire transfer on February 13, 2006.
2.	Representations of the Estate. The Estate represents and warrants to the Company that Robert L. Fox (the “Executor”) is the legally appointed executor of the Estate and that the Executor has all required authority to sell the Shares on behalf of the Estate. The Estate represents and warrants to the Company that the Shares are free and clear of all liens and encumbrances.
3.	Delivery of Shares. Upon execution of this Agreement, the Estate will deliver the Shares to the Company with a duly executed stock power.
4.	Miscellaneous. This Agreement shall be governed by Ohio law.

          IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the date first written above.

LANCASTER COLONY CORPORATION		ESTATE OF DOROTHY B. FOX
By:	/s/ JOHN B. GERLACH, JR.	By:	/s/ ROBERT L. FOX
	John B. Gerlach, Jr.		Robert L. Fox, Executor
	President and Chief Executive Officer