Exhibit 99.3



SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K/A(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)February 3, 2004

LANCER CORPORATION(Exact name of registrant as specified in its charter)

|Texas(State or other jurisdiction of
incorporation or organization)           |  | 0-13875(Commission
File Number) |  | 74-1591073(IRS Employer
Identification No.)
|----------------------------------------------------------------------------- |  | ------------------------------- |  | -------------------------------------------
|6655 Lancer Blvd., San Antonio, Texas(Address of principal executive offices) |  | 78219(Zip Code)                

Registrant's
telephone number, including area code:(210) 310-7000



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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

On February 2, 2004 Lancer Corporation ("Lancer" or the "Company") received a letter from KPMG LLP ("KPMG") pursuant to which KPMG resigned from its
position as the independent auditors of Lancer, effective immediately. Lancer filed information relating to the resignation of KPMG in a Form 8-K filed with the Securities and Exchange
Commission (the "Commission") on February 10, 2004. On February 20, 2004, KPMG furnished a letter addressed to the Commission stating its agreements and disagreements with the disclosure
made on Lancer's Form 8-K (the "Letter"). On February 24, 2004, Lancer filed a first amendment to the Form 8-K with the Letter attached thereto as Exhibit 99.1 and provided
additional disclosure under Item 4 in response to the Letter. On March 8, 2004, KPMG furnished a letter addressed to the Commission stating its agreements and disagreements with the additional
disclosure made on Lancer's first amendment to the Form 8-K (the "Second Letter"). A copy of the Second Letter is attached to this second amendment to the Form 8-K as
Exhibit 99.1.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

| | 99.1 |  | Letter to Lancer Corporation from KPMG, LLP, dated March 8, 2004, relating to Change in Certifying Accountant.
| | ---- |  | --------------------------------------------------------------------------------------------------------------

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

|LANCER CORPORATION   |  |     |  |                                                                      
|-------------------- |  | --- |  | ---------------------------------------------------------------------
|Date: March 10, 2004 |  | By: |  | /s/CHRISTOPHER D. HUGHESChristopher D. Hughes Chief Executive Officer

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Exhibit 99.1

[KPMG
LOGO]



March 8,
2004

Securities
and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0801

Ladies
and Gentlemen:

KPMG
LLP was previously engaged as principal accountant to audit the consolidated financial statements of Lancer Corporation ("the Registrant") as of and for the years ended
December 31, 2003, 2002, 2001, and 2000. On February 2, 2004, KPMG resigned from the audit engagement prior to the completion of its reviews for the quarters ended June 30, 2003
and September 30, 2003 and of its audit for the year ended December 31, 2003. Additionally, on February 4, 2004, KPMG advised the Registrant that it should advise anyone who
Registrant believes is relying on, or who is likely to rely on, the Registrant's financial statements and KPMG's audit reports thereon that KPMG had withdrawn its December 31, 2002, 2001 and 2000
audit reports and that the financial statements and related audit reports should no longer be relied upon. The Registrant filed information relating to KPMG's resignation in a Form 8-K dated
February 10, 2004. On February 20, 2004, KPMG provided the Registrant with a letter stating its agreements a

KPMG
agrees with the following statements:



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KPMG
disagrees with the following statement:



Very
truly yours,

/s/
KPMG LLP

[GRAPHIC]

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