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: October 29, 2008
(Date of earliest event reported)

Lancaster Colony Corporation

(Exact name of registrant as specified in its charter)

Commission file number 000-04065

Ohio (State or other jurisdiction of incorporation or organization)	13-1955943 (I.R.S. Employer Identification No.)
37 West Broad Street Columbus, Ohio (Address of principal executive offices)	43215 (Zip Code)

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))

Item 2.02 Results of Operations and Financial Condition

     On October 29, 2008, Lancaster Colony Corporation issued a press release announcing its results for the three months ended September 30, 2008. The press release is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

99.1 Press Release dated October 29, 2008

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 29, 2008	By:	/s/John L. Boylan
		John L. Boylan
		Treasurer, Vice President, Assistant Secretary, Chief Financial Officer and Director (Principal Financial and Accounting Officer)

INDEX TO EXHIBITS

Exhibit
Number	Description	Located at
99.1	Press Release dated October 29, 2008	Filed herewith

EX-99.1

FOR IMMEDIATE RELEASE	SYMBOL: LANC
Wednesday, October 29, 2008	TRADED: Nasdaq

LANCASTER COLONY REPORTS FIRST QUARTER SALES AND EARNINGS

          COLUMBUS, Ohio, October 29 — Lancaster Colony Corporation (Nasdaq: LANC) today reported higher sales but lower income from continuing operations for its first fiscal quarter ended September 30, 2008:

• Net sales reached $264 million, up eight percent from first quarter sales of $244 million last year.

• Specialty Foods net sales totaled a record $220.8 million, up 19 percent from the year-ago level, reflecting both higher volumes and pricing.

• Glassware and Candles sales were $43.1 million, a decline of 27 percent from the year-ago quarter, primarily reflecting the effect of divested glass operations.

• Income from continuing operations of $11,020,000, or 39 cents per diluted share, decreased 25 percent from the prior year’s total of $14,647,000, or 48 cents per diluted share.

• Net income totaled $11,020,000, versus $15,570,000 in the year-ago first quarter, which included the results of discontinued operations. Net income per basic and diluted share was 39 cents versus 51 cents earned in the first quarter last year.

• The cash dividend was continued at the higher rate set in November 2007, and 296,000 shares were repurchased at a cost of $10.1 million.

• The company’s strong balance sheet showed debt at September 30 totaling $80 million, or approximately 18 percent of total capitalization.

     John B. Gerlach, Jr., chairman and CEO of Lancaster Colony Corporation, said, “We were generally pleased with our Specialty Foods performance given substantially higher material costs. Challenges facing our remaining nonfood operations were largely expected, although we anticipate some improvement going forward.”

     Specialty Foods sales growth, led by frozen products, reflects volume from both the retail and foodservice channels. All growth was internally generated, with pricing contributing roughly half of the overall increase. Segment operating income of $23.5 million declined one percent from the year-ago level due to substantially higher commodity and other raw-material costs. These higher input costs totaled approximately $20 million, but were mitigated by the quarter’s higher sales volume and pricing. The first quarter also included costs associated with consolidating the Atlanta dressing operation into other facilities totaling approximately $0.8 million.

     Net sales of candles and related products were up slightly in the first quarter, while overall sales of the Glassware and Candles segment were impacted by the prior-year divestiture and closing of glass operations. Segment operating income declined by $5.3 million, reflecting the absence of contributions from the divested operations, higher wax costs and lower operating levels among other factors. Higher pricing is currently being implemented for many candle products.

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PAGE 2 / LANCASTER COLONY REPORTS FIRST QUARTER SALES AND EARNINGS

     Corporate expenses increased $0.3 million, reflecting costs associated with former nonfood manufacturing real estate held for sale. Approximately $0.8 million was related to the razing of a former industrial glass operation. These costs, along with the previously-mentioned food-facility closure costs, are presented as restructuring charges.

     “Looking at our current second quarter,” Mr. Gerlach said, “we believe that today we are better structured to confront the unusual macroeconomic conditions now before us. Despite very uncertain retail market conditions, our consolidated sales should see further growth driven by improving food sales. Operating income will likely show the benefits of a stronger top line. Also, the prior year second quarter results included a $5.7 million pretax loss associated with divested consumer and floral glass operations.” Adversely impacting results will be higher material costs, lower fixed cost absorption at candle manufacturing operations and the absence of the prior year income contribution from the sold operations.

     Mr. Gerlach added, “Our many strong market positions, seasoned executive teams and solid balance sheet provide the necessary foundation to take advantage of arising opportunities.”

Conference Call on the Web

          The company’s first quarter conference call is scheduled for this morning, October 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.

About the Company

          Lancaster Colony Corporation is a diversified manufacturer and marketer of consumer products focusing primarily on specialty foods for the retail and foodservice markets.

Forward-Looking Statements

          We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). This news release contains various “forward–looking statements” within the meaning of the PSLRA and other applicable securities laws. Such statements can be identified by the use of the forward-looking words “anticipate,” “estimate,” “project,” “believe,” “intend,” “plan,” “expect,” “hope” or similar words. These statements discuss future expectations; contain projections regarding future developments, operations or financial conditions; or state other forward-looking information. Such statements are based upon assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions, expected future developments; and other factors we believe to be appropriate. These forward-looking statements involve various important risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed in the forward-looking statements. Actual results may differ as a result of factors over which we have no, or limited, control. Management believes these forward-looking statements to be reasonable; however, you should not place undue reliance on such statements that are based on current expectations. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update such forward-looking statements. More detailed statements regarding significant events that could affect our financial results are included in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission and are available on our website at www.lancastercolony.com.

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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

PAGE 3 / LANCASTER COLONY REPORTS FIRST QUARTER SALES AND EARNINGS

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

	Three Months Ended
	September 30,
	2008			2007
Net sales	$	263,837		$	243,958
Cost of sales		224,168			199,126
Gross margin		39,669			44,832
Selling, general & administrative expenses		20,261			21,042
Restructuring and impairment charges		1,614			136
Operating income		17,794			23,654
Interest expense		(491	)		(958	)
Interest income and other — net		75			155
Income from continuing operations before income taxes		17,378			22,851
Taxes based on income		6,358			8,204
Income from continuing operations		11,020			14,647
Income from discontinued operations, net of tax		—			923
Net income	$	11,020		$	15,570
Net income per common share:(a)
Continuing operations – basic and diluted	$	.39		$	.48
Discontinued operations – basic and diluted	$	—		$	.03
Net income – basic and diluted	$	.39		$	.51
Cash dividends per common share	$	.28		$	.27
Weighted average common shares outstanding:
Basic		28,262			30,412
Diluted		28,266			30,420

(a)	Based on the weighted average number of shares outstanding during each period.
(b)	Certain automotive operations sold in the year ended June 30, 2008 have been reflected as discontinued operations in all periods presented.

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PAGE 4 / LANCASTER COLONY REPORTS FIRST QUARTER SALES AND EARNINGS

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

	Three Months Ended
	September 30,
	2008			2007
NET SALES
Specialty Foods	$	220,786		$	184,789
Glassware and Candles		43,051			59,169
	$	263,837		$	243,958
OPERATING INCOME
Specialty Foods	$	23,489		$	23,774
Glassware and Candles		(2,862	)		2,413
Corporate expenses		(2,833	)		(2,533	)
	$	17,794		$	23,654

LANCASTER COLONY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands)

	September 30,		June 30,
	2008		2008
ASSETS
Current assets:
Cash and equivalents	$	15,797	$	19,417
Receivables — net of allowance for doubtful accounts		81,773		59,409
Total inventories		125,058		120,303
Deferred income taxes and other current assets		31,895		34,545
Total current assets		254,523		233,674
Net property, plant and equipment		177,093		179,573
Other assets		106,396		106,931
Total assets	$	538,012	$	520,178
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	46,910	$	45,964
Accrued liabilities		40,199		42,785
Total current liabilities		87,109		88,749
Long-term debt		80,000		55,000
Other noncurrent liabilities and deferred income taxes		18,429		17,211
Shareholders’ equity		352,474		359,218
Total liabilities and shareholders’ equity	$	538,012	$	520,178

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