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                                                                   Exhibit 3.2

                            CERTIFICATE OF AMENDMENT

                                       TO

                            ARTICLES OF INCORPORATION

                                       OF

                          LANCASTER COLONY CORPORATION


         The undersigned President and Secretary of Lancaster Colony
Corporation, an Ohio corporation hereby certify that the shareholders of the
corporation, by the affirmative vote of the holders of shares entitling them to
exercise two-thirds of the voting power of the corporation at a meeting of
shareholders duly called for such purpose on November 16, 1992, have duly
adopted the following resolution to amend the corporation's articles of
incorporation:

         RESOLVED that the first paragraph of Article FOURTH of the
         corporation's articles of incorporation be, and hereby is, amended to
         read as follows:

         "FOURTH: The amount of the total authorized capital stock which the
         Corporation shall have the authority to issue is Thirty-Seven Million
         Six Hundred Fifty Thousand (37,650,000) shares, consisting of
         Thirty-Five Million (35,000,000) shares of Common Stock (the "Common
         Stock") which are common shares without par value, Three Hundred Fifty
         Thousand (350,000) shares of Class A Participating Preferred Stock
         ("Class A Preferred Stock") which are preferred shares with $1.00 par
         value, One Million One Hundred Fifty Thousand (1,150,000) shares of
         Class B Voting Preferred Stock ("Class B Preferred Stock") which are
         preferred shares without par value, and One Million One Hundred Fifty
         Thousand (1,150,000) shares of Class C Nonvoting Preferred Stock
         ("Class C Preferred Stock") which are preferred shares without par
         value."

         IN WITNESS WHEREOF, the President and Secretary, acting for and on
behalf of said corporation, have signed their names to this certificate on
November 16, 1992.


                                        /s/ John B. Gerlach
                                        --------------------------------------
                                        John B. Gerlach
                                        President


                                        /s/ John B. Gerlach, Jr.
                                        --------------------------------------
                                        John B. Gerlach, Jr.
                                        Executive Vice President and Secretary