================================================================================

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>

[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</Table>

LANCASTER COLONY CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies: .......

(2) Aggregate number of securities to which transaction applies: ..........

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............

(4) Proposed maximum aggregate value of transaction: ......................

(5) Total fee paid: .......................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: ...............................................

(2) Form, Schedule or Registration Statement No.: .........................

(3) Filing Party: .........................................................

(4) Date Filed: ...........................................................

================================================================================

LANCASTER COLONY CORPORATION
37 WEST BROAD STREET,
COLUMBUS, OHIO 43215

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD NOVEMBER 19, 2001

The annual meeting of shareholders of Lancaster Colony Corporation (the
"Corporation") will be held at 11:00 a.m., Eastern Standard Time, November 19,
2001, in the Regent Ballroom Salon 1 of the Hilton Columbus, 3900 Chagrin Drive,
Columbus, Ohio 43219.

The meeting will be held for the following purposes:

1. To elect three directors for a term which expires in 2004.

2. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.

By action of the Board of Directors, only persons who are holders of record
of shares of the Corporation at the close of business on September 21, 2001 will
be entitled to notice of and to vote at the meeting.

If you do not expect to attend the meeting, please sign, date and return
the enclosed proxy. A self-addressed envelope which requires no postage is
enclosed for your convenience in returning the proxy. Its prompt return would be
appreciated. The giving of the proxy will not affect your right to vote in
person should you find it convenient to attend the meeting.

JOHN B. GERLACH, JR.
Chairman of the Board,
Chief Executive Officer
and President

October 17, 2001

LANCASTER COLONY CORPORATION
37 WEST BROAD STREET,
COLUMBUS, OHIO 43215

PROXY STATEMENT

GENERAL INFORMATION

This Proxy Statement is furnished to the shareholders of Lancaster Colony
Corporation (the "Corporation") in connection with the solicitation by the Board
of Directors of the Corporation of proxies to be used in voting at the annual
meeting of shareholders to be held November 19, 2001, in the Regent Ballroom
Salon 1 of the Hilton Columbus, 3900 Chagrin Drive, Columbus, Ohio 43219, at
11:00 a.m., Eastern Standard Time (the "Annual Meeting"). The enclosed proxy, if
completed and forwarded to the Corporation, will be voted in accordance with the
instructions contained therein. The proposals referred to therein are described
in this Proxy Statement.

The proxy may be revoked by the person giving it any time before it is
exercised. Such revocation, to be effective, must be communicated to the
Secretary or Assistant Secretary of the Corporation. The presence of a
shareholder at the Annual Meeting will not revoke the proxy unless specific
notice thereof is given.

The Corporation will bear the cost of solicitation of proxies, including
any charges and expenses of brokerage firms and others for forwarding
solicitation material to the beneficial owners of stock. In addition to the use
of the mails, proxies may be solicited by personal interview, by telephone or
through the efforts of officers and regular employees of the Corporation.

The Board of Directors has fixed the close of business on September 21,
2001 as the record date for the determination of shareholders entitled to
receive notice and to vote at the Annual Meeting or any adjournment thereof. At
that date the Corporation had outstanding and entitled to vote 37,161,616 shares
of Common Stock, each share entitling the holder to one vote. The Corporation
has no other class of stock outstanding. Under Ohio law, except for the election
of directors, abstentions and broker non-votes will have the same effect as
votes against any proposal. Abstentions and broker non-votes will have no effect
on the election of directors since, under Ohio law, the nominees for election as
directors at the Annual Meeting receiving the greatest number of votes shall be
elected. This Proxy Statement is first being mailed to shareholders on or about
October 17, 2001.

NOMINATION AND ELECTION OF DIRECTORS

The Board of Directors of the Corporation currently consists of nine
members and is divided into three classes. The members of the three classes are
elected to serve for staggered terms of three years. Pursuant to Section 2.04 of
the Code of Regulations, the number of directors constituting each class will,
as nearly as practicable, be equal. Thus, the Board of Directors of the
Corporation currently consists of three classes of three members each.

The names and ages of the "Nominees" and the "Continuing Directors," their
principal occupations during the past five years and certain other information
together with their beneficial ownership of the Corporation's Common Stock as of
August 31, 2001, are listed below. As of August 31, 2001, the Corporation had
outstanding and entitled to vote 37,206,616 shares of Common Stock.

NOMINEES FOR TERM TO EXPIRE IN 2004

<Table>
<Caption>
NAME; OFFICE WITH CORPORATION; DIRECTOR SHARES OWNED AT PERCENT OF
PRINCIPAL OCCUPATION AGE SINCE AUGUST 31, 2001 CLASS
------------------------------ --- -------- --------------- ----------

John L. Boylan;....................................... 46 1998 23,108 *
Treasurer, Vice President
and Chief Financial Officer(1)
Henry M. O'Neill, Jr.;................................ 66 1976 19,651 *
Chairman and Chief Executive Officer
of AGT International, Inc. (voice
response systems) since 1988;
Chairman of the Board of Evergreen
Quality Catering (mobile caterer)
since 1987
Zuheir Sofia;......................................... 57 1998 4,231 *
Chairman of Sofia & Company, Inc.
(investment-banking firm); President,
Chief Operating Officer, Treasurer
and Director of Huntington Bancshares Incorporated
from 1986 to 1998
</Table>

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

* Less than 1%

(1) See footnotes 1 and 8 under "Continuing Directors" which explanations apply
to Mr. Boylan.

All the nominees have indicated a willingness to stand for election and to
serve if elected. It is intended that the shares represented by the enclosed
proxy will be voted for the election of the above named nominees. Although it is
anticipated that each nominee will be available to serve as a director, should
any nominee be unable to serve, the proxies will be voted by the proxy holders
in their discretion for another person designated by the Board of Directors.

CONTINUING DIRECTORS

<Table>
<Caption>
NAME; OFFICE WITH CORPORATION; DIRECTOR TERM SHARES OWNED AT PERCENT OF
PRINCIPAL OCCUPATION AGE SINCE EXPIRES AUGUST 31, 2001 CLASS
------------------------------ --- -------- ------- --------------- ----------

Kerrii B. Anderson;........................... 44 1997 2003 1,750 *
Executive Vice President, Chief
Financial Officer and Director
of Wendy's International, Inc.;
Senior Vice President and
Chief Financial Officer of
M/I Schottenstein Homes, Inc.
(homebuilders) from 1993 to 2000(10)
Robert L. Fox;................................ 52 1991 2002 1,064,759 2.86%
Investment Executive for
Advest, Inc. (stock brokerage
firm) since 1978(2)(3)(9)
John B. Gerlach, Jr.;......................... 47 1985 2002 7,846,720 21.08%
Chairman of the Board,
Chief Executive Officer
and President(1)(2)(3)(4)(5)(7)(8)
Morris S. Halpern; Retired;................... 71 1963 2003 73,614 *
formerly Vice President
of the Corporation(11)
</Table>

CONTINUING DIRECTORS (CONTINUED)

Robert S. Hamilton; Retired;.................. 73 1985 2003 13,223 *
Vice Chairman Emeritus
of Liqui-Box Corporation
(plastic packaging manufacturer)
from April 2000 to October 2000;
Vice Chairman of Liqui-Box Corporation
from 1989 to April 2000(2)
Edward H. Jennings;........................... 64 1990 2002 799 *
President Emeritus and Professor of Finance
at The Ohio State University; President of
The Ohio State University from 1981 to
1990(6)
All directors and executive officers.......... 8,553,097 22.94%
as a group (11 Persons)(1)(8)
</Table>

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

* Less than 1%

(1) Includes shares held by the Employee Stock Ownership Plan (the "ESOP")
allocated to the accounts of Lancaster Colony Corporation employees.
Employees have the right to direct the voting of the shares held by the
ESOP.

(2) Holdings include shares owned by spouses, minor children and shares held in
custodianship or as trustee. The following persons disclaim beneficial
ownership in such holdings with respect to the number of shares indicated:
Mr. Fox, 809,057; Mr. Gerlach, Jr., 7,324,315; and Mr. Hamilton, 4,024.

(3) Mr. Gerlach, Jr., a trustee of Gerlach Foundation, Inc., and Mr. Fox, a
trustee of Fox Foundation, Inc., share voting and investment power with
their respective foundations, both of which are private charitable
foundations. Gerlach Foundation, Inc. holds 425,232 shares and Fox
Foundation, Inc. holds 62,569 shares. These shares are included in the
above table. Gerlach Foundation, Inc. and Fox Foundation, Inc. together
control an additional 620,122 shares held by Lehrs, Inc. The shares held by
Lehrs, Inc. are also included in the total number of shares held by Mr.
Gerlach, Jr. and Mr. Fox. The trustees each disclaim beneficial ownership
of any of these shares in footnote 2.

(4) Mr. Gerlach, Jr. by virtue of his stock ownership and positions with the
Corporation may be deemed a "control person" of the Corporation.

(5) Mr. Gerlach, Jr. is trustee and his mother, Dareth A. Gerlach, is special
trustee of the John B. Gerlach Trust. This trust presently holds 5,875,032
shares of Common Stock of the Corporation. These shares are included in the
total number of shares held by Mr. Gerlach, Jr. in the above table. Mr.
Gerlach, Jr. has disclaimed beneficial ownership of these shares in
footnote 2.

(6) Mr. Jennings is also a director of Borden Chemicals & Plastic Ltd.
Partnership.

(7) Mr. Gerlach, Jr. is also a director of Huntington Bancshares Incorporated.

(8) Holdings include shares which could be acquired within 60 days upon the
exercise of stock options as follows: Mr. Gerlach, Jr. -- 25,000 shares,
Mr. Boylan -- 16,428 shares, and all directors and executive officers as a
group -- 76,050 shares.

(9) Includes 16,825 shares of the Common Stock of the Corporation which are
held by a trust of which Mr. Fox is the trustee. Mr. Fox has sole voting
and dispositive power with respect to these shares.

(10) Ms. Anderson is also a director of M/I Schottenstein Homes, Inc.

(11) Mr. Halpern served as an officer of the Corporation until June 1992. The
Corporation and Mr. Halpern have entered into a formal consulting agreement
discussed under "Compensation of Directors."

The Board of Directors has established an audit committee (the "Audit
Committee") currently consisting of Messrs. Hamilton, Jennings and Sofia and Ms.
Anderson. Ms. Anderson serves as Chairperson of

the Audit Committee. Each member of the Audit Committee is an independent
director as required by the listing standards of the Nasdaq National Market. The
Audit Committee is governed by a charter, a copy of which is included as an
exhibit to this Proxy Statement, and is charged with the responsibility of
reviewing financial information (both external and internal) about the
Corporation and its subsidiaries, so as to assure (i) that the overall audit
coverage of the Corporation and its subsidiaries is satisfactory and appropriate
to protect the shareholders from undue risks and (ii) that an adequate system of
internal financial control has been implemented throughout the Corporation and
is being effectively followed. The Audit Committee held three meetings during
the fiscal year ended June 30, 2001 ("fiscal 2001").

The Board of Directors has established a compensation committee (the
"Compensation Committee") currently consisting of Messrs. Fox, Hamilton,
Jennings and O'Neill as its members. Mr. Jennings serves as Chairperson of the
Compensation Committee. The powers and duties of the Compensation Committee are
to consider and formulate recommendations to the Board of Directors with respect
to all aspects of compensation to be paid to the Chief Executive Officer of the
Corporation, to undertake such evaluations and make such reports as are required
by the applicable rules of the Securities and Exchange Commission and to perform
and exercise such other duties and powers as shall from time to time be
designated by action of the Board of Directors. The Compensation Committee held
two meetings during fiscal 2001.

The Board of Directors does not have a nominating committee.

In addition to the committee meetings previously mentioned, the Board of
Directors held a total of five meetings during fiscal 2001. Each director
attended at least 75% of the aggregate of all meetings of the Board of Directors
and the committees on which they served during fiscal 2001.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

To the Corporation's knowledge, based solely on its review of copies of
forms filed with the Securities and Exchange Commission, all filing requirements
applicable to the officers, directors and beneficial owners of more than 10% of
the outstanding Common Stock under Section 16(a) of the Securities Exchange Act
of 1934, as amended, were complied with during the fiscal year ended June 30,
2001.

COMPENSATION OF DIRECTORS

Directors who are not employees of the Corporation or any of its
subsidiaries receive an annual retainer fee of $18,000 plus $1,000 for each
meeting of the Board or committee of the Board attended. Directors who serve as
chairpersons of the Audit Committee and Compensation Committee receive an
additional annual retainer fee of $5,000 and $2,000, respectively.

The Corporation has a consulting agreement with Mr. Halpern pursuant to
which Mr. Halpern agrees to perform advisory and consulting services for an
annual fee of $50,000 per year. Mr. Halpern's compensation as a director is also
included in this annual fee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following individuals have beneficial ownership, directly or
indirectly, of more than five percent of the outstanding Common Stock of the
Corporation:

<Table>
<Caption>
NATURE OF
BENEFICIAL AMOUNT PERCENT OF
NAME AND ADDRESS OWNERSHIP OWNED OWNERSHIP
---------------- ---------- --------- ----------

John B. Gerlach, Jr................................... Direct and 7,846,720(1)(2) 21.08%
Lancaster Colony Corporation Indirect
37 West Broad Street
Columbus, Ohio 43215
Dareth A. Gerlach..................................... Direct and 6,291,695(2) 16.91%
c/o Lancaster Colony Corporation Indirect
37 West Broad Street
Columbus, Ohio 43215
Pioneering Management Corporation..................... Direct 2,247,450(3) 6.04%
60 State Street
Boston, Massachusetts 02109
</Table>

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

(1) See footnotes 1, 2, 3, 4 and 8 under "Continuing Directors," which
explanations apply to Mr. Gerlach, Jr.

(2) Includes 5,875,032 shares of Common Stock of the Corporation which are held
by the John B. Gerlach Trust, of which Mrs. Gerlach is special trustee and
has sole voting power with respect to the shares. See footnote 5 under
"Continuing Directors."

(3) Based on holdings reported on Schedule 13G as of December 31, 2000.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table summarizes compensation earned during the periods
indicated by those persons who were the Chief Executive Officer and the three
other most highly compensated executive officers of the Corporation whose
compensation during fiscal 2001 is required to be reported:

<Table>
<Caption>
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION
FISCAL ----------------------- ------------ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(#) COMPENSATION(2)
--------------------------- ------ ---------- ---------- ------------ ---------------

John B. Gerlach, Jr.;................ 2001 $710,000 25,000 $2,640
Chairman of the Board, 2000 710,000 2,780
Chief Executive Officer 1999 650,000 2,627
and President
Larry G. Noble;...................... 2001 $261,958 $682,800 15,000 $1,056
Vice President(3) 2000 253,675 551,700
1999 245,600 419,000 15,000 1,544
John L. Boylan;...................... 2001 $241,500 $108,000 15,000 $3,809
Treasurer, Vice President 2000 230,000 138,000 2,453
and Chief Financial Officer(4) 1999 220,000 120,000 12,500 2,880
Bruce L. Rosa;....................... 2001 $241,500 $108,000 15,000 $1,288
Vice President of Development(4) 2000 230,000 138,000 3,133
1999 220,000 120,000 12,500 3,614
</Table>

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

(1) The named executive officers received certain perquisites in 2001, 2000 and
1999, the amount of which did not exceed the reportable threshold of the
lesser of $50,000 or 10% of any such officer's salary and bonus.

(2) Approximate amounts contributed or to be contributed on behalf of such
executive officer to the 401(k) Profit Sharing Plan and Trust.

(3) Bonus amounts listed for Mr. Noble were generally determined pursuant to a
formula involving the operating performance of the Specialty Foods segment
and are paid in the following fiscal year.

(4) Fiscal year 2001 bonus amounts listed for Messrs. Boylan and Rosa were
generally determined pursuant to a formula involving the operating
performance of the Corporation for fiscal 2001 and will be paid in fiscal
2002. The bonus amounts listed for fiscal years 2000 and 1999, which were
discretionarily determined and previously reported based on the fiscal year
paid, have been restated to reflect reporting consistent with that of fiscal
year 2001.

GRANTS OF STOCK OPTIONS

The following table sets forth information concerning individual grants of
stock options made during the 2001 fiscal year to each of the executive officers
named in the Summary Compensation Table. The Corporation has never granted stock
appreciation rights.

OPTIONS GRANTED IN THE LAST FISCAL YEAR

<Table>
<Caption>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
PERCENT OF RATES OF STOCK PRICE
TOTAL OPTIONS APPRECIATION FOR OPTION
GRANTED TO TERM(2)
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION -----------------------
NAME GRANTED(#)(1) FISCAL YEAR PRICE($/SH) DATE 5% 10%
---- ------------- ------------- ----------- ---------- ---------- ----------

John B. Gerlach, Jr..... 25,000 6.8% $29.50 3/31/06 $208,000 $460,000
Larry G. Noble.......... 15,000 4.1% $29.50 3/31/06 $125,000 $276,000
John L. Boylan.......... 15,000 4.1% $29.50 3/31/06 $125,000 $276,000
Bruce L. Rosa........... 15,000 4.1% $29.50 3/31/06 $125,000 $276,000
</Table>

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

(1) Options were granted with an exercise price equal to the market price at the
grant date pursuant to the Corporation's 1995 Key Employee Stock Option
Plan. Such options are exercisable through March 31, 2006.

(2) The amounts reflected in this table are based upon certain assumed rates of
appreciation as specified by the Securities and Exchange Commission. Actual
realized values, if any, on exercise of the option will be dependent on the
actual appreciation in the price of the Common Stock of the Corporation over
the term of the option. There can be no assurances that the Potential
Realizable Values reflected in this table will be achieved.

STOCK OPTION EXERCISES AND HOLDINGS

The following table sets forth certain information with respect to stock
options exercised during fiscal 2001 by each of the executive officers named in
the Summary Compensation Table and unexercised stock options held as of June 30,
2001 by such executive officers:

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

<Table>
<Caption>
VALUES OF UNEXERCISED IN-
UNEXERCISED OPTIONS AT THE-MONEY OPTIONS AT FISCAL
UNDERLYING FISCAL YEAR-END(#) YEAR-END($)(1)(2)
OPTIONS VALUE --------------------------- ---------------------------
NAME EXERCISED(#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ -------------- ----------- ------------- ----------- -------------

John B. Gerlach,
Jr................. 25,000 0 $87,000 $ 0
Larry G. Noble....... 20,860 $137,218 15,000 18,287 $52,200 $203,166
John L. Boylan....... 16,428 11,072 $60,561 $ 64,827
Bruce L. Rosa........ 29,622 12,878 $84,807 $ 74,031
</Table>

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

(1) All values are shown pretax and are rounded to the nearest whole dollar.

(2) Based on the 2001 fiscal year-end closing price of $32.98 per share.

SEVERANCE AGREEMENT

Messrs. Boylan and Rosa are parties to agreements entitling them to
severance benefits equal to (i) full salary paid through the date of their
termination plus (ii) an amount equal to the lesser of (a) 100% of the highest
annual rate of salary and highest annual bonus paid to Messrs. Boylan and Rosa
during the three-year period prior to their respective dates of termination, or
(b) twice their annual compensation (salary plus bonus) paid for the full fiscal
year immediately preceding the date of their termination, in the event that
within a period of one year after a "change of control" (as defined in the
agreements) their employment is terminated by the Corporation (other than for
cause) or by Messrs. Boylan or Rosa (if there has been any material adverse
change in the terms of their employment).

REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors ("the Committee") is
made up of four independent non-employee directors appointed by the Board of
Directors. It is the duty of the Committee to establish the compensation to be
paid to the Chief Executive Officer of the Corporation and to consult with the
Chief Executive Officer with respect to the establishment by him of the
compensation of other executive officers.

The recommended compensation of the Chief Executive Officer for services
rendered through June 30, 2001 was determined based upon consideration of
competitive compensation paid to chief executive officers of businesses of
similar size and complexity levels; the scope of management responsibilities
assigned to the chief executive and his success in implementing those
responsibilities; the quality of his strategic planning and leadership skills in
coping with significant market changes affecting the company's product lines and
the financial results realized under his direction. The determination of the
compensation of the Chief Executive Officer was not based on specific weight
being given to any particular factor but on the Committee's subjective judgment
after considering all of such elements.

The Committee was advised by the Chief Executive Officer of the base fixed
compensation levels and proposed bonus formulae to be applied in setting the
compensation of senior management. It concurred that the levels of compensation
established were reasonable and appropriate and provided incentives of a
magnitude which, if realized, should produce operating results of significant
value to the Corporation's shareholders.

Edward H. Jennings, Chairperson
Robert L. Fox
Robert S. Hamilton
Henry M. O'Neill, Jr.

PERFORMANCE GRAPH

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN
OF LANCASTER COLONY CORPORATION, THE S&P MIDCAP 400 INDEX
AND THE S&P MANUFACTURING (DIVERSIFIED) INDEX

The graph set forth below compares the five-year cumulative total return
from investing $100 on June 30, 1996 in each of the Corporation's Common Stock,
the S&P Midcap 400 Index and the S&P Manufacturing (Diversified) Index.

[PERFORMANCE GRAPH]

CUMULATIVE TOTAL RETURN

<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------------------------
6/96 6/97 6/98 6/99 6/00 6/01
---------------------------------------------------------------------------------------------------------------------------------

Lancaster Colony Corporation 100.00 131.65 156.82 145.65 84.16 145.80
S&P Midcap 400 100.00 123.33 156.81 183.76 214.95 234.02
S&P Manufacturing (Diversified) 100.00 148.48 160.08 212.31 191.56 229.71
</Table>

AUDIT COMMITTEE REPORT

The Audit Committee reviews the Corporation's financial process on behalf
of the Board of Directors and operates under a written charter (Exhibit A to
this Proxy Statement). The committee held three meetings during fiscal 2001. The
committee has reviewed and discussed the audited financial statements for fiscal
2001 with both management and the Corporation's independent auditors, Deloitte &
Touche LLP. The discussions with Deloitte & Touche LLP included matters required
to be discussed by the Statement on Auditing Standards No. 61. In addition, the
committee received from Deloitte & Touche LLP written independence disclosures
and the letter required by the Independence Standards Board Standard No. 1 and
discussed with Deloitte & Touche LLP its independence. Based on the review of
the audited financial statements and the discussions described above, the
committee recommended to the Board of Directors that the audited financial
statements be included in the Corporation's Annual Report on Form 10-K for the
year ended June 30, 2001 for filing with the Securities and Exchange Commission.

Kerrii B. Anderson, Chairperson
Robert S. Hamilton
Edward H. Jennings
Zuheir Sofia

AUDIT AND RELATED FEES

AUDIT FEES

The aggregate fees billed by Deloitte & Touche LLP for professional
services rendered for the audit of the Corporation's consolidated financial
statements for the fiscal year ended June 30, 2001, including for reviews of the
financial statements included in the Corporation's quarterly reports on Form
10-Q for such year, were $348,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

The aggregate fees billed by Deloitte & Touche LLP for services related to
financial information systems design and implementation for the fiscal year
ended June 30, 2001 were $46,352.

ALL OTHER FEES

The aggregate fees billed by Deloitte & Touche LLP for all other services
rendered for the fiscal year ended June 30, 2001 were $68,796.

The Audit Committee has considered whether the provision of the services
related to financial information systems design and implementation and for all
other non-audit services described in the immediately preceding two paragraphs
is compatible with maintaining the independence of Deloitte & Touche LLP.

INDEPENDENT PUBLIC ACCOUNTANTS

Deloitte & Touche LLP has acted as independent certified public accountants
of the Corporation during the fiscal year ended June 30, 2001. Deloitte & Touche
LLP is expected to have a representative present at the Annual Meeting who may
make a statement, if desired, and will be available to answer appropriate
questions.

SHAREHOLDER PROPOSALS

Shareholder proposals intended to be in the Proxy Statement for the 2002
Annual Meeting of Shareholders must be received by the Corporation at its
principal executive offices no later than June 19, 2002. In addition, if a
shareholder fails to provide the Corporation notice of any shareholder proposal
on or before September 3, 2002, then the Corporation may vote in its discretion
as to the proposal all of the shares for which it has received proxies for the
2002 Annual Meeting of Shareholders.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors knows of no
other business that will come before the Annual Meeting. Should any other matter
requiring the vote of the shareholders arise, the enclosed proxy confers upon
the proxy holders discretionary authority to vote the same in respect to the
resolution of such other matters as they, in their best judgment, believe to be
in the interest of the Corporation.

By Order of the Board of Directors
JOHN B. GERLACH, JR.
Chairman of the Board,
Chief Executive Officer
and President

October 17, 2001

EXHIBIT A

LANCASTER COLONY CORPORATION

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

I. AUDIT COMMITTEE PURPOSE

The Audit Committee is appointed by the Board of Directors to assist the
Board in fulfilling its oversight responsibilities. The Audit Committee's
primary duties and responsibilities are to:

- Monitor the quality and integrity of the Company's financial
reporting process and systems of internal controls regarding finance
and accounting compliance.

- Monitor the independence and performance of the Company's
independent auditors and internal auditing function.

- Provide an avenue of free and open communication among the
independent auditors, management, the internal auditing function,
and the Board of Directors.

The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has unrestricted access
to the independent auditors as well as anyone within the organization. The Audit
Committee has the ability to retain, at the Company's expense, special legal,
accounting, or other consultants or experts it deems necessary in the
performance of its duties.

II. AUDIT COMMITTEE COMPOSITION AND MEETINGS

Audit Committee members shall meet the qualifications set forth in the
listing requirements of the Nasdaq Stock Market. The Audit Committee shall be
comprised of three or more directors as determined by the Board, each of whom
shall be independent nonexecutive directors, free from any relationship that
would interfere with the exercise of his or her independent judgment. All
members of the Committee shall have a basic understanding of finance and
accounting and be able to read and understand fundamental financial statements,
and at least one member of the Committee shall have accounting or related
financial management expertise.

Audit Committee members shall be appointed by the Board upon recommendation
of the Chairman of the Board. If an Audit Committee Chair is not designated or
present, the members of the Committee may designate a Chair by majority vote of
the Committee membership.

The Audit Committee shall meet as often as deemed necessary and may have in
attendance at its meetings such members of management (including internal
auditors) and the independent auditors as it may deem necessary or desirable to
carry out its oversight duties and responsibilities.

III. AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES

REVIEW PROCEDURES

1. Review and reassess the adequacy of this Charter at least annually.
Submit the Charter to the Board of Directors for approval and have
the document published at least every three years in accordance
with SEC regulations.

2. Review the interim and annual financial statements with management
and discuss matters required to be discussed with the independent
auditors (see items 8 and 9 below).

3. In consultation with management, the independent auditors, and the
internal auditors, consider the quality and integrity of the
Company's financial reporting processes and controls (see items 10
and 12 below).

A-1

INDEPENDENT AUDITORS

4. The independent auditors are ultimately accountable to the Audit
Committee and the Board of Directors. The Audit Committee shall
review the independence and performance of the auditors and
annually recommend to the Board of Directors the appointment of the
independent auditors or approve any discharge of auditors when
circumstances warrant.

5. Approve the fees and other significant compensation to be paid to
the independent auditors.

6. On an annual basis, review and discuss with the independent
auditors their independence from management and the Company and the
matters included in the written disclosures required by the
Independence Standards Board.

7. Review the independent auditors' audit plan -- discuss scope,
staffing, locations, reliance upon management, and internal audit
and the general audit approach.

8. As applicable, discuss with management and the independent auditors
any matters required to be communicated by the independent auditors
under generally accepted auditing standards. Also, in such manner
as may be deemed appropriate, review with management the Company's
quarterly financial results prior to the release of earnings and/or
the Company's quarterly financial statements prior to the filing of
the Company's Quarterly Report on Form 10-Q. The Chair of the
Committee may represent the entire Audit Committee for purposes of
these reviews and such reviews may be conducted telephonically or
in person.

9. Review with management and the independent auditors the financial
statements to be included in the Company's Annual Report on Form
10-K, prior to the filing of the Company's Annual Report on Form
10-K. This review should include consideration of the independent
auditors' judgement about the quality, not just acceptability, of
accounting principles, the reasonableness of significant judgments,
and the clarity of the disclosures in the financial statements. In
addition, discuss with management and the independent auditors the
results of the annual audit and any other matters required to be
communicated to the Committee by the independent auditors under
generally accepted auditing standards.

10. Review significant findings prepared by the independent auditors
together with management's responses.

INTERNAL AUDIT FUNCTION

11. Review the budget, plan, changes in plan, activities,
organizational structure, and qualifications of the internal audit
function as needed.

12. Review significant reports prepared by the internal audit function
together with management's response and follow-up to these
reports.

OTHER AUDIT COMMITTEE RESPONSIBILITIES

13. Beginning not later than 2001, annually prepare a report to
shareholders as required by the SEC. The report should be included
in the Company's annual proxy statement.

14. Establish, review, and update periodically a Code of Ethical
Business Conduct and inquire as to whether or not management has
established a system to enforce this Code.

15. Perform any other activities consistent with this Charter, the
Company's by-laws, and governing law, as the Committee or the
Board deems necessary or appropriate.

16. Maintain minutes of meetings and periodically report to the Board
of Directors on significant results of the foregoing activities.

A-2

LANCASTER COLONY CORPORATION

PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS NOVEMBER 19, 2001

THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Robert L. Fox, Robert S. Hamilton and
Edward H. Jennings, or any of them, proxies of the undersigned, with power of
substitution, to vote all shares of stock of the Corporation which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders to be held November 19, 2001, or at any and all
adjournments thereof, and to exercise all of the powers which the undersigned
would be entitled to exercise as a shareholder if personally present upon the
following matters:

(TO BE CONTINUED AND SIGNED ON THE OTHER SIDE)

PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!

ANNUAL MEETING OF SHAREHOLDERS
LANCASTER COLONY CORPORATION

NOVEMBER 19, 2001

Please Detach and Mail in the Envelope Provided
------------------------------------------------------------------------------------------------------------------------------------

PLEASE MARK YOUR
A [X] VOTES AS IN THIS
EXAMPLE.

IF NO CONTRARY SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.

FOR WITHHELD
1. Election of [ ] [ ] NOMINEES: FOR TERM EXPIRING 2004: 2. The transaction of all other matters as may properly
Directors. John L. Boylan come before the meeting.
Henry M. O'Neill, Jr.
FOR, EXCEPT VOTE WITHHELD FROM Zuheir Sofia
THE FOLLOWING NOMINEE(S): (Continued from other side)

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

SIGNATURE(S) ___________________________________________________________________________ DATE ___________________ , 2001

NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. Please date, sign and mail this proxy in the enclosed
envelope. No postage is required for mailing in the United States.

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