Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yesþ        Noo

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined by Rule 12b-2 of the Exchange Act).

     Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).    Yeso        Noþ

     As of April 28,October 31, 2006, there were approximately 32,765,00031,852,000 shares of Common Stock, no par value per share, outstanding.

     The interim consolidated financial statements are unaudited but, in our opinion, reflect all adjustments necessary for a fair presentation of the results of operations and financial position for such periods. All such adjustments reflected in the interim consolidated financial statements are considered to be of a normal recurring nature. The results of operations for any interim period are not necessarily indicative of results for the full year. Accordingly, these financial statements should be read in conjunction with the financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended June 30, 2005.2006. Unless otherwise noted, references to “year” pertain to our fiscal year, which begins on July 1 and ends on June 30; for example, 20052007 refers to fiscal 2005,2007, which is the period from July 1, 20042006 to June 30, 2005.2007.

     Property, plant and equipment are stated at cost. Purchases of property, plant and equipment included in accounts payable at March 31,September 30, 2006 and 2005 were $2.6 million.$1.3 million and $3.7 million, respectively. These purchases, less the preceding June 30 2005 amount of $2.3 million,balances, have been excluded from the property additions in the Consolidated StatementStatements of Cash Flows. Prior-year amounts were not material.

principle.      In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS 154158”). SFAS 158 requires employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. This pronouncement is effective at the end of our 2007 fiscal year. We are currently evaluating the impact that SFAS 158 will have on our financial position.

     In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting changesprinciples and correctionsexpands disclosures about fair value measurements. This pronouncement is effective as of errors madethe beginning of our 2009 fiscal year. We are currently evaluating the impact, if any, that SFAS 157 will have on our financial position or results of operations.

     In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 is an interpretation of FASB Statement No. 109, “Accounting for Income Taxes,” and it seeks to reduce the diversity in practice associated with certain aspects of measurement and recognition in accounting for income taxes. In addition, FIN 48 requires expanded disclosure with respect to the uncertainty in income taxes and is effective as of the beginning of our 2008 fiscal years beginning after December 15, 2005.year. We are currently evaluating the impact, if any, that FIN 48 will have on our financial position or results of operations.

     Goodwill attributable to the Specialty Foods and Automotive segments was $78.2 million and $1.0 million, respectively, at March 31, 2006September 30 and June 30, 2005.2006.

     The following table summarizes our segment identifiable other intangible assets as of March 31, 2006September 30 and June 30, 2005:2006:

     Amortization expense relating to these assets was approximately $0.1 million and $0.4 million for the three and nine months ended March 31,September 30, 2006 and 2005. Total annual amortization expense is estimated to be approximately $0.5 million for each of the next five years.four years and approximately $0.4 million for the fifth year.

     We and certain of our operating subsidiaries provide multiple defined benefit pension plans. Benefits under the plans are primarily based on negotiated rates and years of service and cover the union workers at various locations. We contribute to these plans at least the minimum amount required by regulation or contract. We recognize the cost of plan benefits as the employees render service.

     As approved by our shareholders in November 1995, the terms of the 1995 Key Employee Stock Option Plan (“the 1995 Plan”) reserved 3,000,000 common shares for issuance to qualified key employees. All options granted under the 1995 Plan were exercisable at prices not less than fair market value as of the date of grant. ThisThe 1995 Plan expired in August 2005.2005, but there are still options outstanding that were issued under this plan. In general, options granted under the 1995 Plan vested immediately and had a maximum term of five years. Our policy is to issue shares upon option exercise from new shares that had been previously authorized.

     Our shareholders approved the adoption of a new equity compensation plan, the Lancaster Colony Corporation 2005 Stock Plan, at our 2005 Annual Meeting of Shareholders, which was held on November 21, 2005. This new plan reserved 2,000,000 common shares for issuance to our key employees and

     The following summarizes the status of, and changes to, unvested options during the nine monthsquarter ended March 31,September 30, 2006:

     We received approximatelyan $11.4 million and $26.2 million, respectively,distribution from the U.S. government under the Continued Dumping and Subsidy Offset Act of 2000 (“CDSOA”). These amounts were recorded in the second quarter of 2006, as other income.compared to a $26.2 million distribution in the same period of 2005. CDSOA, which applies to our candle operations, is intended to redress unfair dumping of imported products through cash payments to eligible affected companies. Such payments are in part dependent upon the amount of anti-dumpingantidumping duties collected by the U.S. government on those products. The World Trade Organization has previously ruled that such payments are inconsistent with international trade rules. Additionally, there is pending litigation to which we are not a party that challenges the constitutionality of CDSOA. Further, inIn February 2006, legislation was enacted to repeal the applicability of CDSOA to duties collected on imported products entered into the United States after September 2007. While CDSOA continuesIn July 2006, the U.S. Court of International Trade (“CIT”) ruled unconstitutional, on First Amendment grounds, CDSOA’s requirement that a company that is not a petitioner must have indicated its support for an antidumping petition in order to be eligible for a distribution. In September 2006, the CIT, in effect ina separate case, ruled the United States at this time, uncertainties associatedrequirement unconstitutional on Equal Protection grounds. Other cases challenging the constitutionality of CDSOA are pending before the CIT, including three that have been assigned to a panel of three CIT judges. None of the cases have been finally determined with this program leaverespect to all issues, including any remedy. We expect that the rulings of the CIT, once finalized, will be appealed. The ultimate resolution of the pending litigation, its timing and what, if any, effects the litigation will have on our receipt of future CDSOA distributions is uncertain. As CDSOA distributions are dependent on factors outside of our control, it is not possible for us unable to predict the amounts,amount of distributions, if any, we may be entitled to receive in the future.

     Certain of our automotive accessory products carry explicit limited warranties that extend from twelve months to the life of the product, based on terms that are generally accepted in the marketplace. Our policy is to record a provision for the expected cost of the warranty-related claims at the time of the sale, and periodically adjust the provision to reflect actual experience. The amount of warranty liability accrued reflects our best estimate of the expected future cost of honoring our obligations under the warranty plans. The warranty accrual as of March 31, 2006September 30 and June 30, 20052006 is immaterial to our financial condition,position, and the change in the accrual for the current quarter of 20062007 is immaterial to our results of operations and cash flows.

     Total comprehensive income for the three and nine months ended March 31,September 30, 2006 and 2005 was approximately $11.8$13.8 million and $60.1 million, respectively. Total comprehensive income for the three and nine months ended March 31, 2005 was $16.1 million and $72.6$18.0 million, respectively. The March 31,September 30, 2006 and 2005 comprehensive income primarily consists of net income and foreign currency translation adjustments.

     We are a diversified manufacturer and marketer of consumer products including specialty foods for the retail and foodservice markets; glassware and candles for the retail, floral, industrial floral and foodservice markets; and automotive accessories for the original equipment market and aftermarket.

     This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) describes the matters that we consider to be important in understanding the results of our operations for the three and nine months ended March 31,September 30, 2006 and our financial condition as of March 31,September 30, 2006. Unless otherwise noted, references herein to “year” pertain to our fiscal year, which begins on July 1 and ends on June 30; for example, 20052007 refers to fiscal 2005,2007, which is the period from July 1, 20042006 to June 30, 2005.2007. In the discussion that follows, we analyze the results of our operations for the last three and nine months, ended March 31, 2006, including the trends in the overall business, followed by a discussion of our financial condition.

     We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). This Quarterly Report on Form 10-Q 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,” “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 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 energy and raw materialsraw-material costs. Management believes these forward-looking statements to be reasonable; however, undue reliance should not be placed on such statements that are based on current expectations. We undertake no obligation to publicly update such forward-looking statements. Specific influences relating to forward-looking statements are numerous, including the uncertainty regarding the effect or outcome of our decision to explore strategic alternatives among our nonfood operations. More detailed statements regarding other significant events that could affect our financial results are included in our Annual Report on Form 10-K for the year ended June 30, 20052006 filed with the Securities and Exchange Commission.

     The following is an overview of our consolidated operating results for the three and nine months ended March 31,September 30, 2006.

     Net sales for the thirdfirst quarter ended March 31,September 30, 2006 increased 2%1% to $282.5$289.0 million from the prior-year third-quarterfirst quarter total of $276.8$285.9 million. This increase in sales was driven by increases in sales in the Specialty Foods and Automotive segments. Gross margin decreased 18%13% to $42.0$46.3 million from the prior-year third-quarterfirst quarter total of $51.3 million as influenced by factors such as higher freight, energy and promotional costs in the Specialty Foods segment, substantially higher raw material costs in the Automotive segment and costs incurred from the temporary idling of most production activities at our Sapulpa, Oklahoma glassware manufacturing facility in the Glassware and Candles segment.$53.2 million. Net income for the current-year thirdfirst quarter was $11.8$13.8 million, or $.35$.43 per diluted share, compared to $16.1$18.0 million, or $.46$.53 per diluted share, in the comparable period of 2005.2006.

     Year-to-date netEven though we achieved record consolidated sales for the period ended March 31, 2006 increased 3%quarter, we experienced decreased sales within our Glassware and Candles segment, as influenced by softer candle demand and a shifting of certain candle orders to $880.9 million from the prior year-to-date totalsecond quarter of $855.7 million. Gross margin decreased2007. There was also weaker demand for several retail product lines within our Specialty Foods segment. Our manufacturing costs continue to $155.2 million from the prior year-to-date total of $164.7 million. Net income was $60.1 million, or $1.78 per diluted share,be influenced by higher nonfood raw-material costs, especially for paraffin wax, aluminum and carpet, but energy costs have somewhat abated as compared to $72.6 million, or $2.07 per diluted share,the prior-year levels. Our sales mix was also less favorable in the comparable period of 2005.

     Consolidated net sales for the most recent quarter increased 2%1%, reflecting 15%11% growth in sales of the Automotive segment and 3%2% growth in sales of the Specialty Foods segment, as partially offset by lower sales in the Glassware and Candles segment. Year-to-date consolidated net sales increased 3%, again on gains in the Specialty Foods and Automotive segments.

     For the quarter ended March 31,September 30, 2006, net sales of the Specialty Foods segment totaled $168.2$172.3 million, an increase of 3%2% over the prior-year total of $163.7$169.5 million. The segment’s increased sales reflected internal growth, particularlyhigher foodservice volumes offset somewhat by a slight decline in refrigerated dressings and frozen breads and rolls, and occurred despite Easter falling later this year than in the prior year. Most of thisretail sales. The foodservice growth was volume-driven although a limited level of increased pricing on retail product was implemented that also contributed to the quarter’s improved sales. Similar to the quarter, growthamong many accounts. The decline in retail lines ledsales occurred mainly in frozen foods and was influenced by competitive market conditions, although this impact was partially offset by modest price increases among various retail products. Relative to year-to-date Specialty Foods segment netmany of our retail products associated with salad usage, we also believe that sales may have been adversely affected late in the first quarter due to media reports of $527.3 million increasing by 5% over the prior-year total of $501.4 million.bagged-spinach contamination resulting in generally reduced consumer demand for salad-related products.

     Net sales of the Glassware and Candles segment for the thirdfirst quarter ended March 31,September 30, 2006 totaled $48.5$54.5 million, a 13%10% decline from the prior-year quarter total of $55.8$60.3 million. This decrease was attributable to lowerweaker candle sales, as somewhat offset by a modest increasevolumes and the timing of certain candle orders expected to be shipped in glass sales, especially floral. Glassware and Candles net sales year-to-date totaled $174.0 million, which represented a 7% decline from the prior year-to-date amount of $187.3 million. This decline primarily reflected lower candle sales resulting from generally soft market demand, competitive market conditions and lower sales to dollar stores.this year’s first quarter being delayed until October.

     Automotive segment net sales for the thirdfirst quarter ended March 31,September 30, 2006 totaled $65.8$62.2 million, a 15%an 11% increase from the prior-year thirdfirst quarter total of $57.3$56.1 million. Improved sales of aluminum accessories and floor mats continued to drive the growth in this segment. ThisThe aluminum accessory and floor mat growth was primarily due to a large, newincreased shipments to original equipment manufacturer (“OEM”) program involving aluminum tube steps that began in the current-year first quarter. Year-to-date net sales for the Automotive segment reached $179.7 million, an 8% increase over the prior-year total of $166.9 million.manufacturers. Overall, aftermarket volumes declined.

     As a percentage of sales, our consolidated gross margin for the three and nine months ended March 31,September 30, 2006 was 14.9% and 17.6%16.0%, respectively, down from the 18.5% and 19.2%18.6% achieved in the prior-year comparative periods.period.

     In the Specialty Foods segment, gross margin percentages declined for both the quarter and year-to-date periods. The benefitsdespite benefiting from the higher sales volumes, modestly higher pricing and relatively stable ingredient costs. Among factors adversely affecting margins were an unfavorable retail sales mix, advertising costs were more than

     The foregoing factors contributed to consolidated operating income totaling $17.5 million and $78.8$21.4 million for the three and nine months ended March 31,September 30, 2006. These amounts representThis amount represents a decrease of 29%21% from the results of the prior-year quarter and 10% from that of the prior year-to-date period.quarter. By segment, our operating income can be summarized as follows:

September 30, 2006, approximately 1,550,0002,483,000 shares remain authorized for future buyback under the existing buyback program.

     We believe that internally generated funds, our existing aggregate balances in cash and cash equivalents, and short-term investments, in addition to our currently available bank credit arrangements, should be adequate to meet our foreseeable cash requirements.

     We have various contractual obligations, which are appropriately recorded as liabilities in our consolidated financial statements. Certain other items, such as purchase obligations, are not recognized as liabilities in our consolidated financial statements. Examples of items not recognized as liabilities in our consolidated financial statements are commitments to purchase raw materials or inventory that have not yet been received as of March 31,September 30, 2006 and future minimum lease payments for the use of property and equipment under operating lease agreements. InThere have been no significant changes to the contractual obligations disclosed in our Annual Report on Form 10-K for the year ended June 30, 2005, we disclosed our contractual obligations as of June 30, 2005. There have been no significant changes to the obligations disclosed therein.2006.

     There have been no changes in critical accounting policies from those disclosed in our Annual Report on Form 10-K for the year ended June 30, 2005.2006.

     In March 2005,September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Accounting Standards BoardStatements” (“FASB”) issued FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations – an Interpretation of FASB Statement No. 143” (“FIN 47”SAB 108”). FIN 47 clarifies thatSAB 108 provides guidance on how prior-year misstatements should be taken into consideration when quantifying misstatements in current-year financial statements for purposes of determining whether the term “conditional asset retirement obligation”current-year financial statements are materially misstated. SAB 108 permits registrants to record the cumulative effect of initial adoption by recording the necessary adjustments to the carrying values of assets and liabilities as used in FASB Statement No. 143, “Accounting for Asset Retirement Obligations,” refers to a legal obligation to perform an

participation of management, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31,September 30, 2006 to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

     (b) Changes in Internal Control Over Financial Reporting.During the first quarter of 2007, we implemented a new manufacturing and inventory software system within our Glassware and Candles segment. We believe that the system and related process changes will enhance internal control over financial reporting.

No other changes were made to our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

     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.