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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Filed Pursuant to Section 13 or 15(d)

Of the Securities Exchange Act of 1934

FOR THE QUARTERLY (THIRTEEN WEEK) PERIOD ENDED COMMISSION FILE NUMBER 0-398
MARCH 25, 2000

LANCE, INC.
(Exact name of registrant as specified in its charter)

North Carolina 56-0292920
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)

8600 South Boulevard
P.O. Box 32368
Charlotte, North Carolina 28232
(Address of principal executive offices) (Zip Code)

704-554-1421
(Registrant's telephone number, including area code)

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.

Yes X No
----------------- -----------------

The number of shares outstanding of the Registrant's $0.83-1/3 par value
Common Stock, its only outstanding class of Common Stock, as of April 18,
2000, was 28,950,547 shares.

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LANCE, INC. AND SUBSIDIARIES

INDEX

Page
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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets - March 25, 2000 (Unaudited)
and December 25, 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Condensed Consolidated Statements of Income (Unaudited) - Thirteen Weeks
Ended March 25, 2000 and March 27, 1999 . . . . . . . . . . . . . . . . . . . . . 4

Condensed Consolidated Statements of Stockholders' Equity and Comprehensive
Income (Unaudited) - Thirteen Weeks Ended March 25, 2000 and March 27, 1999 . . . 5

Condensed Consolidated Statements of Cash Flows (Unaudited) - Thirteen
Weeks Ended March 25, 2000 and March 27, 1999 . . . . . . . . . . . . . . . . . . 6

Notes to Condensed Consolidated Financial Statements . . . . . . . . . . . . . . . . . 7

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Item 3. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . 12

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . 12

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

2
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LANCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 25, 2000 (UNAUDITED) AND DECEMBER 25, 1999
(In thousands, except share data)

March 25, 2000 December 25, 1999
-------------- -----------------

ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,807 $ 13,303
Accounts receivable (less allowance for doubtful accounts) 52,310 49,106
Inventories 23,831 26,244
Deferred income tax benefit 4,748 4,487
Prepaid income taxes -- 888
Prepaid expenses and other 3,180 3,010
--------- ---------
Total current assets 86,876 97,038

Property, plant & equipment, net 178,939 183,782
Goodwill, net 34,942 35,451
Other intangible assets, net 10,824 11,064
Other assets 2,657 3,327
--------- ---------
TOTAL ASSETS $ 314,238 $ 330,662
========= =========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $ 354 $ 354
Accounts payable 11,188 15,597
Accrued income taxes 2,451 --
Accrued liabilities 21,851 23,929
--------- ---------
Total current liabilities 35,844 39,880
--------- ---------

OTHER LIABILITIES AND DEFERRED CREDITS
Long-term debt 67,291 70,852
Deferred income taxes 21,151 21,167
Accrued postretirement health care costs 11,235 11,410
Accrual for insurance claims 3,805 3,808
Supplemental retirement benefits 2,694 2,755
Commitments and contingent liabilities -- --
--------- ---------
Total other liabilities and deferred credits 106,176 109,992
--------- ---------

STOCKHOLDERS' EQUITY
Common stock, $0.83 1/3 par value (authorized: 75,000,000
shares; 28,960,322 and 29,950,897 shares outstanding at
March 25, 2000 and December 25, 1999) 24,134 24,959
Preferred stock, $1.00 par value (authorized: 5,000,000 shares;
0 shares outstanding at March 25, 2000 and December 25, 1999) -- --
Additional paid-in capital 1,322 2,552
Unamortized portion of restricted stock awards (629) (799)
Retained earnings 147,423 154,063
Accumulated other comprehensive income (32) 15
--------- ---------
Total stockholders' equity 172,218 180,790
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 314,238 $ 330,662
========= =========

See notes to condensed consolidated financial statements (unaudited).

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LANCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
FOR THE THIRTEEN WEEKS ENDED MARCH 25, 2000 AND MARCH 27, 1999
(In thousands, except share and per share data)

Thirteen Thirteen
Weeks Ended Weeks Ended
March 25, 2000 March 27, 1999
-------------- --------------

NET SALES AND OTHER OPERATING REVENUE $ 135,630 $ 120,789
------------ -----------

COST OF SALES AND OPERATING EXPENSES

Cost of sales (Note 3) 64,015 54,024
Selling, marketing and delivery 54,927 51,036
General and administrative 6,071 5,362
Provisions for employees' retirement plans 1,172 1,238
Amortization of goodwill and other intangibles 467 --
------------ -----------
Total costs and expenses 126,652 111,660
------------ -----------

OPERATING PROFIT 8,978 9,129

Interest income (expense), net (1,125) 158
Other income, net 1,319 93
------------ -----------

INCOME BEFORE INCOME TAXES 9,172 9,380

Income taxes 3,428 3,506
------------ -----------

NET INCOME $ 5,744 $ 5,874
============ ===========

EARNINGS PER SHARE
Basic $ 0.20 0.20
Diluted $ 0.20 0.20

Weighted average shares outstanding - basic 29,173,000 29,940,000
Weighted average shares outstanding - diluted 29,197,000 30,030,000

CASH DIVIDENDS PER SHARE $ 0.16 $ 0.24

See notes to condensed consolidated financial statements (unaudited).

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LANCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE
INCOME (UNAUDITED) FOR THE THIRTEEN WEEKS ENDED MARCH 25, 2000 AND
MARCH 27, 1999

(In thousands, except share data)

Unamortized
Portion of Accumulated
Additional Restricted Other
Common Paid-in Stock Retained Comprehensive
Shares Stock Capital Awards Earnings Income Total
------------------------------------------------------------------------------------------

BALANCE, DECEMBER 26, 1998 29,989,210 $ 24,991 $ 1,981 $ (502) $ 159,524 $ 90 $ 186,084
------------------------------------------------------------------------------------------

Comprehensive income:
Net income -- -- -- -- 5,874 -- 5,874
Net change in unrealized gains on
marketable securities -- -- -- -- -- (90) (90)
-----------
Total comprehensive income -- -- -- -- -- -- 5,784
-----------

Cash dividends paid to stockholders -- -- -- -- (7,134) -- (7,134)

Issuance of restricted stock, net
of cancellations 65,300 54 935 (981) -- -- 8

Stock options exercised 3,487 3 57 -- -- -- 60

Purchases of common stock (100,000) (84) -- -- (1,412) -- (1,496)
------------------------------------------------------------------------------------------

BALANCE, MARCH 27, 1999 29,957,997 $ 24,964 $ 2,973 $(1,483) $ 156,852 $ -- $ 183,306
==========================================================================================

BALANCE, DECEMBER 25, 1999 29,950,897 $ 24,959 $ 2,552 $ (799) $ 154,063 $ 15 $ 180,790
------------------------------------------------------------------------------------------

Comprehensive income:
Net income -- -- -- -- 5,744 -- 5,744
Foreign currency translation
adjustment -- -- -- -- -- (47) (47)
-------------

Total comprehensive income -- -- -- -- -- -- 5,697
-------------

Cash dividends paid to stockholders -- -- -- -- (4,666) -- (4,666)

Cancellations of restricted stock (14,575) (12) (91) 170 -- -- 67

Purchases of common stock (976,000) (813) (1,139) -- (7,718) -- (9,670)
------------------------------------------------------------------------------------------

BALANCE, MARCH 25, 2000 28,960,322 $ 24,134 $ 1,322 $ (629) $ 147,423 $(32) $ 172,218
==========================================================================================

See notes to condensed consolidated financial statements (unaudited).

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LANCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THIRTEEN WEEKS ENDED MARCH 25, 2000 AND MARCH 27, 1999
(In thousands)

Thirteen Weeks Thirteen Weeks
Ended Ended
March 25, 2000 March 27, 1999
-------------- --------------

OPERATING ACTIVITIES
Net income $ 5,744 $ 5,874
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation and amortization 7,262 6,510
Gain on sale of property, net (1,337) (29)
Deferred income taxes (249) 79
Other, net -- 9
Changes in operating assets and liabilities (3,682) (10,218)
-------- --------
Net cash flow provided by operating activities 7,738 2,225
-------- --------

INVESTING ACTIVITIES
Purchases of property and equipment (2,821) (5,276)
Proceeds from sale of property and equipment 2,062 78
Purchases of marketable securities -- (556)
Sales of marketable securities -- 7,733
Maturities of marketable securities -- 1,886
Other, net -- 63
-------- --------
Net cash (used in) provided by investing activities (759) 3,928
-------- --------

FINANCING ACTIVITIES
Dividends paid (4,666) (7,134)
Issuance (purchase) of common stock, net (9,670) (1,436)
Repayments of debt (92) --
Repayments under revolving credit facilities, net (3,000) --
-------- --------
Net cash used in financing activities (17,428) (8,570)
-------- --------

Effect of exchange rate changes on cash (47) --
-------- --------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (10,496) (2,417)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 13,303 7,856
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,807 $ 5,439
======== ========

SUPPLEMENTAL INFORMATION
Cash paid for income taxes $ 276 $ 226
Cash paid for interest $ 444 $ --

See notes to condensed consolidated financial statements (unaudited).

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LANCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. The accompanying unaudited consolidated financial statements of Lance,
Inc. (the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information and the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. In the opinion of the Company, these financial statements
reflect all adjustments (consisting of only normal, recurring accruals)
necessary to present fairly the consolidated financial position of the
Company and its subsidiaries as of March 25, 2000 and December 25, 1999,
and the consolidated statements of income, stockholders' equity and
comprehensive income and cash flows for the thirteen weeks ended March
25, 2000 and March 27, 1999.

2. The consolidated results of operations for the thirteen weeks ended
March 25, 2000 are not necessarily indicative of the results to be
expected for a full year.

3. The Company's primary raw materials include peanuts, peanut butter,
flour and other grain products. To reduce the impact of volatility in
raw material prices, the Company enters into various forward purchase
agreements and certain derivative financial instruments. The Company has
only limited involvement with derivative financial instruments and does
not use them for trading purposes. Amounts payable or receivable under
the agreements, which qualify as hedges, are recognized as deferred
gains or losses and included in other assets or other liabilities. These
deferred amounts are charged or credited to cost of sales as the related
raw materials costs are charged to operations.

4. The Company utilizes the dollar value last-in, first-out (LIFO) method
of determining the cost of substantially all of its inventories. Because
inventory calculations under the LIFO method are based on annual
determinations, the determination of interim LIFO valuations requires
that estimates be made of year-end costs and levels of inventories. The
possibility of variation between estimated year-end costs and levels of
LIFO inventories and the actual year-end amounts may materially affect
the results of operations as finally determined for the full year.

Inventories consist of (in thousands):

March 25, December 25,
2000 1999
--------- -----------

Finished goods $ 17,323 $ 20,415
Raw materials 4,156 3,962
Supplies, etc 6,825 6,391
-------- --------
Total inventories at FIFO cost 28,304 30,768
Less: Adjustments to reduce FIFO cost to LIFO cost (4,473) (4,524)
-------- --------
Total inventories $ 23,831 $ 26,244
======== ========

7
8

5. The following table provides a reconciliation of the denominator used in
computing basic earnings per share to the denominator used in computing
diluted earnings per share for the thirteen weeks ended March 25, 2000
and the thirteen weeks ended March 27, 1999 (there were no reconciling
items for the numerator amounts of basic and diluted earnings per
share):

March 25, 2000 March 27, 1999
-------------- --------------

Weighted average number of common shares used in
computing basic earnings per share 29,173,000 29,940,000

Effect of dilutive stock options 24,000 90,000
---------- ----------

Weighted average number of common shares and
dilutive potential common stock used in computing
diluted earnings per share 29,197,000 30,030,000
========== ==========

Stock options excluded from the above reconciliation
because they are anti-dilutive 648,000 749,000
========== ==========

6. During the thirteen weeks ended March 25, 2000, other comprehensive
income consisted of a $47 thousand translation adjustment related to the
translation of the financial statements of foreign subsidiaries.

7. Effective April 2, 1999, the Company acquired Tamming Foods Ltd.
("Tamming"), headquartered in Waterloo, Ontario, Canada. Tamming
manufactures high quality sugar wafer products that are sold under
private label in the United States, Canada and Mexico.

Effective May 24, 1999, the Company acquired Cape Cod Potato Chip
Company Inc. ("Cape Cod"), headquartered in Hyannis, Massachusetts. Cape
Cod manufactures premium, kettle-cooked potato chips and other salty
snacks, which are distributed throughout the U.S., Canada, Spain and
England under the Cape Cod brand.

The acquisitions described above were accounted for using the purchase
method of accounting for business combinations as of the date of the
acquisitions. The aggregate purchase price of the acquisitions was $53.6
million, which includes the costs of acquisition. The terms of the
Tamming acquisition also provide for additional consideration to be paid
if Tamming's earnings exceed certain targeted levels through the year
2002. The maximum amount of remaining contingent consideration is
Canadian dollars $15.6 million (U.S. $10.6 million at March 25, 2000).
The additional consideration is payable in cash in 2004 and will result
in additional goodwill if earned. The Company has not recorded this
liability as of March 25, 2000 as the outcome of the contingency is not
determinable beyond a reasonable doubt.

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LANCE, INC AND SUBSIDIARIES

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

THIRTEEN WEEKS ENDED MARCH 25, 2000 COMPARED TO THIRTEEN WEEKS ENDED MARCH 27,
1999

Thirteen weeks ended
March 25, March 27,
($ In Thousands) 2000 1999 Difference
------------------------ ---------------------- ------------------------

Revenues $ 135,630 100.0% $120,789 100.0% 14,841 12.3%
Cost of sales 64,015 47.2% 54,024 44.7% (9,991) (18.5%)
--------- ------- -------- ------- ------- -------
Gross margin 71,615 52.8% 66,765 55.3% 4,850 7.3%
--------- ------- -------- ------- ------- -------
Selling, marketing, and delivery expenses 54,927 40.5% 51,036 42.3% (3,891) (7.6%)
General and administrative expenses 6,071 4.5% 5,362 4.4% (709) (13.2%)
Provision for employees' retirement plans 1,172 0.9% 1,238 1.0% 66 5.3%
Amortization of goodwill and intangibles 467 0.3% -- -- (467) N/A
--------- ------- -------- ------- ------- -------
Total operating expenses 62,637 46.2% 57,636 47.7% (5,001) (8.7%)
--------- ------- -------- ------- ------- -------
Operating profit 8,978 6.6% 9,129 7.6% (151) (1.7%)
Other income, net 1,319 0.9% 93 0.1% 1,226 1,318.3%
Interest income (expense), net (1,125) (0.8%) 158 0.1% (1,283) (812.0%)
Income taxes 3,428 2.5% 3,506 2.9% 78 2.2%
--------- ------- -------- ------- ------- -------
Net income 5,744 4.2% $ 5,874 4.9% (130) (2.2%)
========= ======= ======== ======= ======= =======

Revenues increased $14.8 million, or 12.3%, due primarily to the acquisitions of
Tamming and Cape Cod in the second quarter of 1999. Revenues in pre-acquisition
business increased approximately 1% with growth in private label sales.

Gross margin as a percent of revenues for the quarter decreased by 2.5
percentage points from 1999 to 52.8% due to the lower gross margins of the
recently acquired businesses. Gross margin as a percent of revenues from the
pre-acquisition business was unchanged from the prior year at 55.3% .

The $3.9 million increase in selling, marketing and delivery costs were a result
of the addition of the acquired businesses as well as severance costs related to
organizational realignment. General and administrative expenses increased $0.7
million due primarily to the addition of the acquired businesses. Amortization
of goodwill and intangibles results from the recent acquisitions of Tamming and
Cape Cod. The provision for profit sharing retirement plan was $0.1 million
lower than prior year due to the profitability-based formula for these
contributions.

Other income includes gains and losses on dispositions of fixed assets and
marketable securities. The $1.2 million increase in other income was due to a
gain on the disposition of property, net of other asset related losses. Net
interest expense amounted to $1.1 million in 2000 compared to $0.2 million of
net interest income in 1999 due to reductions in cash and marketable securities
and indebtedness incurred to fund capital expenditures and acquisitions.

The effective income tax rate remained consistent from 1999 at 37.4%.

LIQUIDITY AND CAPITAL RESOURCES

Traditionally, the Company met its liquidity needs for capital expenditures,
cash dividends and stock repurchases through cash from operations and
investments. In addition, the Company has historically maintained relatively
high liquidity and no outstanding debt. During the second quarter of 1999, the
Company changed its capital structure by liquidating its marketable securities
and incurring indebtedness available under new credit agreements, primarily to
fund the acquisitions of Tamming and Cape Cod.

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LANCE, INC AND SUBSIDIARIES

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Cash flow from operations for the thirteen weeks ended March 25, 2000 totaled
$7.7 million. Working capital (other than cash and marketable securities)
increased to $48.2 million from $43.9 million at December 25, 1999, due to
timing differences in the various components of working capital.

Cash used in investing activities for the thirteen weeks ended March 25, 2000
totaled $0.8 million. Purchases of property totaled $2.8 million with the
largest expenditures being plant equipment and sales displays. Proceeds from the
sale of property and equipment totaled $2.1 million. During the thirteen weeks
ended March 27, 1999, the Company liquidated its investments in marketable
securities providing approximately $9.0 million of cash to be used for property
purchases and the second quarter acquisitions.

Cash flow provided by financing activities for the thirteen weeks ended March
25, 2000 totaled $17.4 million. Cash dividends of $0.16 per share for the first
quarter amounted to $4.7 million, as compared to a $0.24 per share dividend in
1999. On January 14, 2000, the Board of Directors authorized the repurchase of
1.5 million shares. During the first quarter, the Company repurchased 976,000
shares for $9.7 million.

As of March 25, 2000, cash and cash equivalents totaled $2.8 million and total
debt outstanding was $67.6 million. Additional amounts available for borrowings
under all credit facilities are $25.9 million. The Company has met all financial
covenants contained in the financing agreements. Available cash, cash from
operations and available credit under the credit facilities are expected to be
sufficient to meet normal operating requirements for the foreseeable future.

MARKET RISK

The principal market risks to which the Company is exposed that may adversely
impact results of operations and financial position are changes in certain raw
material prices, interest rates and foreign exchange rates. The Company has no
market risk sensitive instruments held for trading purposes.

Raw materials used by the Company are exposed to the impact of changing
commodity prices, particularly the price of wheat used for flour. Accordingly,
the Company enters into commodity future and option contracts to manage
fluctuations in prices of anticipated purchases of certain raw materials. The
Company's Board-approved policy is to use such commodity derivative financial
instruments only to the extent necessary to manage these exposures. The Company
does not use these financial instruments for trading purposes.

Since the Company uses commodity price-sensitive instruments to hedge a certain
portion of its existing and anticipated transactions, any loss in value for
these instruments generally would be offset by increases in the value for the
hedged transactions. At March 25, 2000, the Company had no open positions on
futures contracts .

The Company's long-term debt obligations incur interest at floating rates, based
on changes in U.S. Dollar LIBOR and Canadian Dollar LIBOR. Therefore, the
Company has an exposure to changes in these interest rates. On July 22, 1999,
the Board of Directors authorized interest rate exchange agreements to more
effectively manage the effects of changing interest rates. However, no such
agreements have been entered into. At March 25, 2000, the Company's long term
debt totaled $67.6 million, with interest rates ranging from 6.05% to 7.51%,
with a weighted average interest rate of 6.34%. A 10% increase in U.S. LIBOR and
Canadian LIBOR would have increased interest expense for the thirteen weeks
ended March 25, 2000 by $0.1 million.

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LANCE, INC AND SUBSIDIARIES

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Through the operations of Tamming, the Company has an exposure to foreign
exchange rate fluctuations, primarily between the U.S. and Canadian dollars.
Foreign exchange rate fluctuations have limited impact on the earnings of the
Company as a majority of the sales of Tamming are denominated in U.S. dollars.
The indebtedness used to finance the acquisition of Tamming is denominated in
Canadian dollars and serves as an effective hedge of the net asset investment in
Tamming. A 10% devaluation of the Canadian dollar would result in an immaterial
change in the Company's net asset investment in Tamming.

FORWARD-LOOKING STATEMENTS

This discussion contains certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Actual results could
differ materially from those forward-looking statements. Factors that may cause
actual results to differ materially include price competition, industry
consolidation, raw material costs, effectiveness of sales and marketing
activities and operation of a leveraged business, as described in Exhibit 99.1
to this Form 10-Q.

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LANCE, INC AND SUBSIDIARIES

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The principal market risks to which the Company is exposed that may adversely
impact results of operations and financial position include changes in certain
raw material prices, interest rates and foreign exchange rates. Quantitative and
qualitative disclosures about these market risks are included under "Market
Risks" in Item 2 above, Management's Discussion and Analysis of Financial
Condition and Results of Operations.

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

3.1 Bylaws of Lance, Inc., as amended through January
11, 2000

10.1 Lance, Inc. 2000 Annual Corporate Performance
Incentive Plan for Officers

10.2 Agreement dated March 6, 2000 between Lance, Inc.
and Dominic J. Sidari

10.3 Agreement dated March 6, 2000 between Lance, Inc.
and Gregory M. Venner

27 Financial Data Schedule (Filed in electronic format
only. Pursuant to Rule 402 of Regulation S-T, this
schedule shall not be deemed filed for purposes of
Section 11 of the Securities Act of 1933 or Section
18 of the Securities Exchange Act of 1934)

99.1 Cautionary Statement under Safe Harbor Provisions of
the Private Securities Litigation Reform Act of 1995

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the thirteen weeks
ended March 25, 2000.

Items 1 through 5 are not applicable and have been omitted.

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LANCE, INC AND SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused the Report to be signed on its behalf by the
undersigned thereunto duly authorized.
LANCE, INC.

By: /s/ B. Clyde Preslar
------------------------------
B. Clyde Preslar
Vice President and Principal
Financial Officer

Dated: April 24, 2000