1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K

(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----- EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JUNE 30, 1997

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----- EXCHANGE ACT OF 1934

For the transition period from ................. to .................

COMMISSION FILE NUMBER 0-4065-1

LANCASTER COLONY CORPORATION

(Exact name of registrant as specified in its charter)
OHIO 13-1955943
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

37 WEST BROAD STREET, COLUMBUS, OHIO 43215
(Address of principal executive offices) (Zip Code)

614-224-7141
(Registrant's telephone number)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class
COMMON STOCK--NO PAR VALUE PER SHARE
(INCLUDING SERIES A PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS)

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
-----

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 aggregate market value of Common Stock held by non-affiliates on
August 29, 1997 was approximately $1,158,394,000.

As of August 29, 1997, there were approximately 29,024,000 shares of
Common Stock, no par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference to
this annual report: Registrant's 1997 Annual Report to Shareholders - Parts I,
II and IV. Proxy Statement for the Annual Meeting of Shareholders to be held
November 17, 1997; to be filed - Part III. The 1997 Annual Report to
Shareholders and 1997 Proxy Statement shall be deemed to have been "filed" only
to the extent portions thereof are expressly incorporated by reference.

EXHIBIT INDEX ON PAGE 12.

PART I

Item 1. BUSINESS

GENERAL DEVELOPMENT OF BUSINESS

Lancaster Colony Corporation was reincorporated in Ohio effective
January 2, 1992. Prior to this date Lancaster Colony Corporation had been a
Delaware Corporation organized in 1961. As used herein the term "registrant,"
unless the context otherwise requires, refers to Lancaster Colony Corporation
and its subsidiaries.

DESCRIPTION OF AND FINANCIAL INFORMATION ABOUT BUSINESS SEGMENTS

The registrant operates in three business segments - specialty foods,
glassware and candles, and automotive - which accounted for approximately 38%,
36% and 26%, respectively, of consolidated net sales for the fiscal year ended
June 30, 1997. The financial information relating to business segments for each
of the three years in the period ended June 30, 1997, appearing in Exhibit 13
in this Form 10-K Annual Report, is incorporated herein by reference. Further
description of each business segment the registrant operates within is provided
below:

SPECIALTY FOODS

The food products manufactured and sold by the registrant include
salad dressings and sauces marketed under the brand names "Marzetti,"
"Cardini's," "Pfeiffer" and "Girard's"; frozen unbaked pies marketed under the
brand names "Mountain Top" and "Reames"; hearth-baked frozen breads marketed
under the brand name "New York Frozen Foods"; refrigerated chip and produce
dips, dairy snacks and desserts marketed under the brand names "Oak Lake
Farms," "Allen" and/or "Marzetti"; premium dry egg noodles marketed under the
brand names "Inn Maid" and "Amish Kitchen"; frozen specialty noodles, pastas,
and breaded specialty items marketed under the brand name "Reames"; croutons
and related products marketed under the brand name "Chatham Village Foods" and
caviar marketed under the brand name "Romanoff."

The salad dressings and sauces are manufactured in Columbus, Ohio;
Wilson, New York; Atlanta, Georgia and Milpitas, California. The dressings are
sold in various metropolitan areas with sales being made both to retail and
foodservice markets.

The frozen unbaked pies are marketed principally in the midwestern
United States through salesmen and food brokers to institutional distributors
and retail outlets. A significant portion of the frozen bread sales is directed
to the foodservice market.

The refrigerated chip and produce dips, dairy snacks and desserts are
sold through food brokers and distributors in most major markets in the United
States.

The dry egg noodles are marketed by brokers principally in Ohio,
Michigan, Indiana and Kentucky.

The "Reames" line is sold through brokers and distributors in various
metropolitan areas principally in the central and midwestern United States.

This segment is not dependent upon a single customer or a few
customers, the loss of any one or more of which would have a significant
adverse effect on operating results. Although the Company is a leading producer
of salad dressings, all of the markets in which the registrant sells food
products are highly competitive in the areas of price, quality and customer
service.

During fiscal year 1997, the registrant obtained adequate supplies of raw
materials for this segment.

The registrant's firm order backlog at June 30, 1997, in this business
segment, was approximately $4,261,000 as compared to a backlog of approximately
$3,706,000 as of the end of the preceding fiscal year. It is expected that all
of these orders will be filled during the current fiscal year. The operations
of this segment are not affected to any material extent by seasonal
fluctuations. The registrant does not utilize any franchises or concessions in
this business segment. The trade names under which it operates are significant
to the overall success of this segment. However, the patents and licenses under
which it operates are not essential to the overall success of this segment.

GLASSWARE AND CANDLES

Glass products include a broad range of machine pressed and machine
blown consumer glassware and technical glass products such as cathode ray
tubes, lighting components, lenses and silvered reflectors.

Consumer glassware includes a diverse line of decorative and
ornamental products such as tumblers, bowls, pitchers, jars and barware. These
products are marketed under a variety of trademarks, the most important of
which are "Indiana Glass," "Tiara," "Colony" and "Fostoria." The registrant
also purchases domestic and imported blown glassware which is sold through
Colony, a marketing division, and some domestic handcrafted ware sold through
its Tiara home party marketing plan.

Glass vases and containers are sold both in the retail and wholesale
florist markets under the trade name "Brody" as well as under private label.

Candles and other home fragrance products of all sizes, forms and
fragrance are primarily sold in the mass merchandise markets as well as to
supermarkets, drug stores and specialty shops under the name "Candle-lite." A
portion of the registrant's candle business is marketed under private label.

The registrant's glass products are sold to discount, department,
variety and drug stores, as well as to jobbers and directly to retail
customers. Commercial markets such as foodservice, hotels, hospitals and
schools are also served by this segment's products. All the markets in which
the registrant sells houseware products are highly competitive in the areas of
design, price, quality and customer service. Sales of glassware and candles to
two customers accounted for approximately 25% and 32% of this segment's total
net sales during 1997 and 1996, respectively. No other customer accounted for
more than 10% of this segment's total net sales.

During fiscal year 1997, the registrant obtained adequate supplies of
raw materials for this business segment.

The registrant's firm order backlog at June 30, 1997, in this business
segment, was approximately $44,599,000 as compared to approximately $32,527,000
as of the end of the preceding fiscal year. It is expected that all of these
orders will be filled during the current fiscal year. Seasonal retail stocking
patterns cause certain of this segment's products to experience increased sales
in the first half of the fiscal year. The registrant does not use any
franchises or concessions in this segment. The patents and licenses under which
it operates are not essential to the overall success of this segment. However,
certain trademarks are important to this segment's marketing efforts.

AUTOMOTIVE

The registrant manufactures and sells a complete line of rubber, vinyl
and carpeted car mats both in the aftermarket and to original equipment
manufacturers. Other products are pickup truck bed mats, running boards, bed
liners, tool boxes and other accessories for pickup trucks, vans and sport
utility vehicles, truck and trailer splash guards and quarter fenders,
accessories such as cup holders, litter caddies and floor consoles. The

automotive aftermarket products are marketed primarily through mass
merchandisers and automotive outlets under the name "Rubber Queen" and the
registrant sells bed liners under the "Protecta" trademark, running boards
under the "Dee Zee" name, as well as under private labels. Although minor,
rubber matting sales are also included in this segment. The aggregate sales of
two customers accounted for approximately 29% of this segment's total net sales
during 1997 and 1996. No other customer accounted for more than 10% of this
segment's total net sales. Although the Company is a market leader in many of
its product lines, all the markets in which the registrant sells automotive
products are highly competitive in the areas of design, price, quality and
customer service.

During fiscal year 1997, the registrant obtained adequate supplies of
raw materials for this segment.

The registrant's firm order backlog at June 30, 1997, in this business
segment, was approximately $6,180,000 as compared to a backlog of approximately
$6,865,000 as of the end of the preceding fiscal year. Such backlogs do not
reflect certain orders by original equipment manufacturers as, due to its
nature, such information is not readily available. It is expected that all of
these orders will be filled during the current fiscal year. The operations of
this segment are not affected to any material extent by seasonal fluctuations.
The registrant does not utilize any significant franchises or concessions in
this segment. The patents, trademarks and licenses under which it operates are
generally not essential to the overall success of this segment.

NET SALES BY CLASS OF PRODUCTS

The following table sets forth business segment information with
respect to the percentage of net sales contributed by each class of similar
products which accounted for at least 10% of the Company's consolidated net
sales in any fiscal year from 1995 through 1997:

1997 1996 1995
- -------------------------------------------------------------------------

Specialty Foods:
Retail 21% 21% 22%
Foodservice 17% 17% 17%
Glassware and Candles:
Consumer Table and Giftware 31% 30% 25%
Automotive 26% 27% 31%

GENERAL BUSINESS

RESEARCH AND DEVELOPMENT

The estimated amount spent during each of the last three fiscal years
on research and development activities determined in accordance with generally
accepted accounting principles is not considered material.

ENVIRONMENTAL MATTERS

Certain of the registrant's operations are subject to compliance with
various air emission standards promulgated under Title V of the Federal Clean
Air Act. Pursuant to this Act, with respect to certain of its facilities, the
Company is required to submit compliance strategies to various regulatory
authorities for review and approval. Based upon available information,
compliance with the Federal Clean Air Act provisions, as well as other various
Federal, state and local environmental protection laws and regulations, is not
expected to have a material adverse effect upon the level of capital
expenditures, earnings or the competitive position of the registrant for the
remainder of the current and succeeding fiscal year.

EMPLOYEES

The registrant has approximately 6,400 employees.

FOREIGN OPERATIONS AND EXPORT SALES

Financial information relating to foreign operations and export sales
have not been significant in the past and are not expected to be significant in
the future based on existing operations.

Item 2. PROPERTIES

The registrant uses approximately 6,100,000 square feet of space for
its operations. Of this space, approximately 1,515,000 square feet are leased.

The following table summarizes facilities exceeding 75,000 square feet
of space and which are considered the principal manufacturing and warehousing
operations of the registrant:

APPROXIMATE
LOCATION BUSINESS SEGMENT(S) SQUARE FEET
- -------- ------------------- -----------

Blue Ash, OH (1) Glassware and Candles 198,000
Columbus, OH (2) Specialty Foods 370,000
Coshocton, OH Automotive 591,000
Des Moines, IA (3) Automotive 344,000
Dunkirk, IN Glassware and Candles 934,000
Elkhart, IN Automotive 96,000
Jackson, OH Automotive and Glassware and Candles 223,000
LaGrange, GA Automotive 211,000
Lancaster, OH Glassware and Candles 465,000
Leesburg, OH (4) Glassware and Candles 600,000
Milpitas, CA (5) Specialty Foods 130,000
Muncie, IN Glassware and Candles 153,000
Sapulpa, OK (6) Glassware and Candles 669,000
Wapakoneta, OH (7) Automotive 178,000
Waycross, GA (5) Automotive 142,000
Wilson, NY Specialty Foods 80,000
Washington Court
House, OH (8) Glassware and Candles 134,000

(1) Leased for term expiring 1998.

(2) Part leased for term expiring 1998.

(3) Part leased for terms expiring 1997 and 1998.

(4) Part leased on a monthly basis.

(5) Part leased for term expiring 1997.

(6) Part leased for term expiring in 1999 and 2001.

(7) Part leased for term expiring 2003 with ownership passing to
registrant at lease expiration. Part leased on monthly basis.

(8) Leased for term expiring 1999.

Item 3. LEGAL PROCEEDINGS

None

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

EXECUTIVE OFFICERS OF THE REGISTRANT

Pursuant to General Instruction G(3) of Form 10-K, the following list is
included as an unnumbered item in Part I of this Report in lieu of being
included in the Proxy Statement for the Annual Meeting of Shareholders to be
held November 17, 1997.

The following is a list of names and ages of all of the executive
officers of the registrant indicating all positions and offices with the
registrant held by such person and each person's principal occupation or
employment during the past five years. No person other than those listed below
has been chosen to become an executive officer of the registrant:

FIRST
ELECTED
AGE AS OF AN
AUGUST 29 OFFICES AND EXECUTIVE
NAME 1997 POSITIONS HELD OFFICER
---- ----------- -------------- --------

John B. Gerlach, Jr. 43 Chairman, Chief Executive
Officer and President 1982

John L. Boylan 42 Treasurer, Vice President,
Assistant Secretary and 1990
Chief Financial Officer

Larry G. Noble 61 Vice President 1985

David M. Segal 45 Corporate Secretary 1997

Except for David M. Segal and John B. Gerlach, Jr., the above named
officers were elected to their present positions at the annual meeting of the
Board of Directors on November 18, 1996. All such persons have been elected to
serve until the next annual election of officers, which shall occur on November
17, 1997 and their successors are elected or until their earlier resignation or
removal.

PART II

Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS

Reference is made to the "Selected Quarterly Financial Data,"
appearing in Exhibit 13 of this Form 10-K Annual Report, for information
concerning market prices and related security holder matters on the
registrant's common shares during 1997 and 1996. Such information is
incorporated herein by reference.

Item 6. SELECTED FINANCIAL DATA

The presentation of selected financial data as of and for the five
years ended June 30, 1997 is included in the "Operations" and "Financial
Position" sections of the "Five Year Financial Summary" appearing in Exhibit 13
of this Form 10-K Annual Report and is incorporated herein by reference.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION

Reference is made to the "Management's Discussion and Analysis of
Results of Operations and Financial Condition" appearing in Exhibit 13 of this
Form 10-K Annual Report. Such information is incorporated herein by reference.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary financial information are
set forth in Exhibit 13 of this Form 10-K Annual Report and are incorporated
herein by reference.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

For information with respect to the executive officers of the
registrant, see "Executive Officers of the Registrant" at the end of Part I of
this report. For information with respect to the Directors of the registrant,
see "Nomination and Election of Directors" in the Proxy Statement for the
Annual Meeting of Shareholders to be held November 17, 1997, which is
incorporated herein by reference.

Item 11. EXECUTIVE COMPENSATION

Information set forth under the caption "Executive Compensation" in
the Proxy Statement for the Annual Meeting of Shareholders to be held November
17, 1997 is incorporated herein by reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information set forth under the captions "Nomination and Election of
Directors" and "Security Ownership of Certain Beneficial Owners" in the Proxy
Statement for the Annual Meeting of Shareholders to be held November 17, 1997
is incorporated herein by reference.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For information with respect to certain transactions with Directors of
the registrant, see "Other Transactions" in the Proxy Statement for the Annual
Meeting of Shareholders to be held November 17, 1997, which is incorporated
herein by reference.

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) 1. FINANCIAL STATEMENTS

The consolidated financial statements as of June 30, 1997 and
1996 and for each of the three years in the period ended June
30, 1997, together with the report thereon of Deloitte & Touche
LLP dated August 26, 1997, appearing in Exhibit 13 of this Form
10-K Annual Report are incorporated herein by reference.

INDEX TO FINANCIAL STATEMENTS

Independent Auditors' Report

Consolidated Statements of Income for the years ended June 30,
1997, 1996 and 1995

Consolidated Balance Sheets at June 30, 1997 and 1996

Consolidated Statements of Cash Flows for the years ended
June 30, 1997, 1996 and 1995

Consolidated Statements of Shareholders' Equity for the years
ended June 30, 1997, 1996 and 1995

Notes to Consolidated Financial Statements

(a) 2. FINANCIAL STATEMENT SCHEDULES REQUIRED BY ITEMS 8 AND 14(d)

Included in Part IV of this report is the following additional
financial data which should be read in conjunction with the
consolidated financial statements in the 1997 Annual Report to
Shareholders:

Independent Auditors' Report

Schedule II - Valuation and Qualifying Accounts for each of the
three years in the period ended June 30, 1997

Supplemental schedules not included with the
additional financial data have been omitted because
they are not applicable or the required information
is shown in the financial statements or notes
thereto.

(a) 3. EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K AND ITEM 14(c)

See Index to Exhibits attached.

(b) REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the fourth quarter of
the year ended June 30, 1997.

SIGNATURES

Pursuant to the requirements of Section 13 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 on this 23rd day of
September, 1997.

LANCASTER COLONY CORPORATION
(Registrant)

By /S/ John B. Gerlach, Jr.
----------------------------------
John B. Gerlach, Jr.
Chairman, Chief Executive Officer
and President

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Signatures Title Date
---------- ----- ----

/S/ John B. Gerlach, Jr. Chairman, Chief September 17, 1997
- --------------------------- Executive Officer ------------------
John B. Gerlach, Jr. and President

/S/ John L. Boylan Treasurer, Vice September 17, 1997
- --------------------------- President, Assistant ------------------
John L. Boylan Secretary and Chief
Financial Officer
(Principal Financial
and Accounting Officer)

Director
- --------------------------- ------------------
Frank W. Batsch

/S/ Robert L. Fox Director September 15, 1997
- --------------------------- ------------------
Robert L. Fox

Director
- --------------------------- ------------------
Morris S. Halpern

/S/ Robert S. Hamilton Director September 15, 1997
- --------------------------- ------------------
Robert S. Hamilton

/S/ Edward H. Jennings Director September 15, 1997
- --------------------------- ------------------
Edward H. Jennings

/S/ Richard R. Murphey, Jr. Director September 16, 1997
- --------------------------- ------------------
Richard R. Murphey, Jr.

/S/ Henry M. O'Neill, Jr. Director September 18, 1997
- --------------------------- ------------------
Henry M. O'Neill, Jr.

/S/ David J. Zuver Director September 18, 1997
- --------------------------- ------------------
David J. Zuver

INDEPENDENT AUDITORS' REPORT

To the Directors and Shareholders of
Lancaster Colony Corporation:

We have audited the consolidated financial statements of Lancaster Colony
Corporation and its subsidiaries as of June 30, 1997 and 1996, and for each of
the three years in the period ended June 30, 1997, and have issued our report
thereon dated August 26, 1997; such financial statements and report are
included in your 1997 Annual Report to Shareholders and are incorporated herein
by reference. Our audits also included the consolidated financial statement
schedule of Lancaster Colony Corporation and its subsidiaries, listed in Item
14. This financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits. In
our opinion, such consolidated financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

/S/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Columbus, Ohio
August 26, 1997

SCHEDULE II

LANCASTER COLONY CORPORATION
AND SUBSIDIARIES
============================

VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED JUNE 30, 1997

- --------------------------------------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
ADDITIONS
BALANCE AT CHARGED TO BALANCE
BEGINNING COSTS AND AT END
DESCRIPTION OF YEAR EXPENSES DEDUCTIONS OF YEAR
- --------------------------------------------------------------------------------------------------------------

RESERVES DEDUCTED FROM ASSET TO WHICH
THEY APPLY - Allowance for doubtful
accounts:

Year ended June 30, 1995................. $2,339,000 $ 614,000 $1,006,000(A) $1,947,000
==========================================================

Year ended June 30, 1996................. $1,947,000 $2,089,000 $1,905,000(A) $2,131,000
==========================================================

Year ended June 30, 1997................. $2,131,000 $1,813,000 $1,083,000(A) $2,861,000
==========================================================

(A) Represents uncollectible accounts written off net of recoveries.

LANCASTER COLONY CORPORATION
FORM 10-K
JUNE 30, 1997
INDEX TO EXHIBITS

Exhibit
Number Description Located at
- -------- ----------- ----------

3.1 Certificate of Incorporation of the registrant
approved by the shareholders November 18, 1991. (a)

.2 By-laws of the registrant as amended
through November 18, 1991. (a)

.3 Certificate of Designation, Rights and
Preferences of the Series A Participating
Preferred Stock of Lancaster Colony Corporation. (b)

4.1 Specimen Certificate of Common Stock. (j)

.2 Rights Agreement dated as of April 20, 1990
between Lancaster Colony Corporation and The
Huntington Trust Company, N.A. (c)

10.1 1981 Incentive Stock Option Plan. (d)

.2 Resolution by the Board of Directors to amend
registrant's 1981 Incentive Stock Option Plan,
approved by the shareholders November 21, 1983. (e)

.3 Resolution by the Board of Directors to amend
registrant's 1981 Incentive Stock Option Plan
approved by the shareholders November 18, 1985. (f)

.4 Resolution by the Board of Directors to amend
registrant's 1981 Incentive Stock Option Plan
approved by the shareholders November 19, 1990. (g)

.5 Key Employee Severance Agreement between Lancaster
Colony Corporation and John L. Boylan. (g)

.6 Consulting Agreement by and between Lancaster
Colony Corporation and Morris S. Halpern. (h)

.7 1995 Key Employee Stock Option Plan. (i)

13. Annual Report to Shareholders. 1997 Form 10-K

21. Significant Subsidiaries of Registrant. 1997 Form 10-K

23. The consent of Deloitte & Touche LLP to the
incorporation by reference in Registration
Statements No. 33-39102 and 333-01275
on Form S-8 of their reports dated August
26, 1997, appearing in and incorporated by
reference in this Annual Report
on Form 10-K of Lancaster Colony Corporation
for the year ended June 30, 1997. 1997 Form 10-K

27. Financial Data Schedule 1997 Form 10-K

(a) Indicates the exhibit is incorporated by reference from filing as
an annex to the proxy statement of Lancaster Colony Corporation
for the annual meeting of stockholders held November 18, 1991.

(b) Indicates the exhibit is incorporated by reference from filing as
an exhibit to the Lancaster Colony Corporation report on Form
10-Q for the quarter ended March 31, 1990.

(c) Indicates the exhibit is incorporated by reference from filing as
an exhibit to the Lancaster Colony Corporation report on Form 8-K
filed April 20, 1990.

(d) Indicates the exhibit is incorporated by reference from filing as
an exhibit to the Lancaster Colony Corporation report on Form
10-K for the year ended June 30, 1982.

(e) Indicates the exhibit is incorporated by reference from filing as
an exhibit to the Lancaster Colony Corporation report on Form
10-K for the year ended June 30, 1984.

(f) Indicates the exhibit is incorporated by reference from filing as
an exhibit to the Lancaster Colony Corporation report on Form
10-K for the year ended June 30, 1985.

(g) Indicates the exhibit is incorporated by reference from filing as
an exhibit to the Lancaster Colony Corporation report on Form
10-K for the year ended June 30, 1991.

(h) Indicates the exhibit is incorporated by reference from filing as
an exhibit to the Lancaster Colony Corporation report on Form
10-K for the year ended June 30, 1993.

(i) Indicates the exhibit is incorporated by reference from the
Lancaster Colony Corporation filing on Form S-8 of its 1995 Key
Employee Stock Option Plan (Registration Statement No.
333-01275).

(j) Indicates the exhibit is incorporated by reference from filing as
an exhibit to the Lancaster Colony Corporation report on Form
10-K for the year ended June 30, 1996.

Note(1) The registrant and certain of its subsidiaries are
parties to various long-term debt instruments. The amount of
securities authorized under such debt instruments does not, in
any case, exceed 10% of the total assets of the registrant and
its subsidiaries on a consolidated basis. The registrant agrees
to furnish a copy of any such long-term debt instrument to the
Commission upon request.

Note(2) The registrant has included in Exhibit 13 only the specific
Financial Statements and notes thereto of its 1997 Annual Report
to Shareholders which are incorporated by reference in this Form
10-K Annual Report. The registrant agrees to furnish a complete
copy of its 1997 Annual Report to Shareholders to the Commission
upon request.