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

                                    FORM 10-Q


              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 2001

                                       OR

              [ ] 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, including area code)


                                      NONE
              (Former name, former address and former fiscal year,
                          if changed since last report)

        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, and (2) has been subject to such filing
requirements for the past 90 days.  Yes   X    No
                                        -----     -----

        As of December 31, 2001, there were approximately 36,783,000 shares of
common stock, no par value per share, outstanding.


                                  Page 1 of 10
<PAGE>


                  LANCASTER COLONY CORPORATION AND SUBSIDIARIES

                                      INDEX


<TABLE>
<CAPTION>
                                                                        Page No.
                                                                        --------

<S>       <C>                                                               <C>
Part I.   Financial Information

          Condensed Consolidated Balance Sheets -
                December 31, 2001 and June 30, 2001                         3

          Condensed Consolidated Statements of Income -
                Three Months and Six Months
                Ended December 31, 2001 and 2000                            4

          Condensed Consolidated Statements of Cash Flows -
                Six Months Ended December 31, 2001 and 2000                 5

          Notes to Condensed Consolidated Financial Statements              6

          Management's Discussion and Analysis of the Results
                of Operations and Financial Condition                     7-9


Part II.  Other Information

          Item 4 -  Submission of Matters to a Vote of
                    Security Holders                                       10

          Item 6 -  Exhibits and Reports on Form 8-K                       10

          Signatures                                                       10
</TABLE>


                                  Page 2 of 10
<PAGE>


                  LANCASTER COLONY CORPORATION AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                             December 31                   June 30
                                                                                 2001                        2001
                                                                             -------------              -------------
                                                                              (Unaudited)
<S>                                                                          <C>                        <C>
ASSETS
   Current Assets:
       Cash and equivalents                                                  $  35,953,000              $   4,873,000

       Receivables (less allowance for doubtful accounts,
          December 31, 2001 - $19,316,000; June 30, 2001 - $3,167,000)         113,742,000                107,895,000

       Inventories:
          Raw materials and supplies                                            47,995,000                 48,435,000
          Finished goods and work in process                                   102,181,000                135,952,000
                                                                             -------------              -------------
              Total inventories                                                150,176,000                184,387,000

       Prepaid expenses and other current assets                                27,894,000                 20,450,000
                                                                             -------------              -------------

              Total current assets                                             327,765,000                317,605,000

   Property, Plant and Equipment - At cost                                     443,358,000                437,138,000
   Less Accumulated Depreciation                                               276,086,000                263,969,000
                                                                             -------------              -------------
              Property, plant and equipment - net                              167,272,000                173,169,000

   Goodwill - net of accumulated amortization                                   74,500,000                 73,397,000

   Other Assets                                                                  7,007,000                  7,766,000
                                                                             -------------              -------------

   Total Assets                                                              $ 576,544,000              $ 571,937,000
                                                                             =============              =============


LIABILITIES AND SHAREHOLDERS' EQUITY

   Current Liabilities:
       Short-term bank loans                                                                            $   4,500,000
       Current portion of long-term debt                                                                    1,945,000
       Accounts payable                                                      $  40,073,000                 41,565,000
       Accrued liabilities                                                      48,609,000                 44,284,000
                                                                             -------------              -------------

              Total current liabilities                                         88,682,000                 92,294,000

   Long-Term Debt - Less current portion                                                                    1,095,000

   Other Noncurrent Liabilities                                                  8,027,000                  7,346,000

   Deferred Income Taxes                                                         9,699,000                 11,301,000

   Shareholders' Equity:
       Preferred stock - authorized 3,050,000 shares issuable in series;
          Class A - $1.00 par value, authorized 750,000 shares;
          Class B and C - no par value, authorized 1,150,000 shares each;
          outstanding - none
       Common stock - authorized 75,000,000 shares; issued
          December 31, 2001 - no par value - 47,349,227 shares;
          June 30, 2001 - no par value - 47,270,030 shares                      57,711,000                 55,229,000

       Retained earnings                                                       711,543,000                686,722,000

       Accumulated other comprehensive income                                      101,000                     99,000
                                                                             -------------              -------------

              Total                                                            769,355,000                742,050,000

       Less:
          Common stock in treasury, at cost December 31, 2001 -
          10,566,414 shares; June 30, 2001 - 10,016,814 shares                 299,219,000                282,149,000
                                                                             -------------              -------------

              Total shareholders' equity                                       470,136,000                459,901,000
                                                                             -------------              -------------

   Total Liabilities and Shareholders' Equity                                $ 576,544,000              $ 571,937,000
                                                                             =============              =============
</TABLE>


See Notes to Condensed Consolidated Financial Statements


                                  Page 3 of 10
<PAGE>

                  LANCASTER COLONY CORPORATION AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                    Three Months Ended                         Six Months Ended
                                                        December 31                               December 31
                                                  2001                2000                2001                2000
                                             -------------       -------------       -------------       -------------

<S>                                          <C>                 <C>                 <C>                 <C>
Net Sales                                    $ 311,873,000       $ 311,101,000       $ 576,802,000       $ 571,777,000

Cost of Sales                                  241,520,000         233,861,000         447,132,000         434,006,000
                                             -------------       -------------       -------------       -------------

Gross Margin                                    70,353,000          77,240,000         129,670,000         137,771,000

Selling, General and
   Administrative Expenses                      42,359,000          28,385,000          68,023,000          53,857,000
                                             -------------       -------------       -------------       -------------

Operating Income                                27,994,000          48,855,000          61,647,000          83,914,000

Other Income (Expense):
      Interest Expense                                                (653,000)            (54,000)           (913,000)
      Interest Income and Other - Net              462,000             109,000            (122,000)            (72,000)
                                             -------------       -------------       -------------       -------------

Income Before Income Taxes                      28,456,000          48,311,000          61,471,000          82,929,000

Taxes Based on Income                           11,033,000          18,458,000          23,707,000          31,829,000
                                             -------------       -------------       -------------       -------------

Income Before Cumulative Effect
  of Accounting Change                          17,423,000          29,853,000          37,764,000          51,100,000
Cumulative Effect of Accounting Change,
  Net of Tax Benefit of $619,000                                                                              (998,000)
                                             -------------       -------------       -------------       -------------
Net Income                                   $  17,423,000       $  29,853,000       $  37,764,000       $  50,102,000
                                             =============       =============       =============       =============

Net Income Per Common Share:
   Before Cumulative Effect of
     Accounting Change:
       Basic and Diluted                     $         .47       $         .79       $        1.02       $        1.35
   Cumulative Effect of
     Accounting Change:
       Basic and Diluted                                                                                 $        (.03)
   After Cumulative Effect of
     Accounting Change:
       Basic and Diluted                     $         .47       $         .79       $        1.02       $        1.33

Cash Dividends Per Common Share              $         .18       $         .17       $         .35       $         .33

Weighted Average Common Shares
  Outstanding:
       Basic                                    36,880,000          37,714,000          37,031,000          37,800,000
       Diluted                                  36,931,000          37,724,000          37,081,000          37,809,000
</TABLE>



See Notes to Condensed Consolidated Financial Statements


                                  Page 4 of 10
<PAGE>


                  LANCASTER COLONY CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    Six Months Ended
                                                                      December 31
                                                                 2001                2000
                                                             ------------       ------------
<S>                                                          <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                               $ 37,764,000       $ 50,102,000
    Adjustments to reconcile net income to net
        cash provided by operating activities:
        Depreciation and amortization                          17,486,000         17,617,000
        Provision for losses on accounts receivable            16,028,000            687,000
        Deferred income taxes and other noncash charges        (5,921,000)          (367,000)
        Loss (gain) on sale of property                            87,000           (453,000)
        Changes in operating assets and liabilities:
             Receivables                                      (21,875,000)       (24,615,000)
             Inventories                                       34,211,000          1,917,000
             Prepaid expenses and other current assets         (2,444,000)        (2,702,000)
             Accounts payable                                  (1,492,000)         2,106,000
             Accrued liabilities                                4,425,000         14,715,000
                                                             ------------       ------------

        Net cash provided by operating activities              78,269,000         59,007,000
                                                             ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Cash paid for acquisitions, net of cash acquired                             (32,444,000)
    Payments on property additions                             (8,734,000)       (11,363,000)
    Proceeds from sale of property                                 49,000            712,000
    Other - net                                                (3,335,000)        (1,090,000)
                                                             ------------       ------------

        Net cash used in investing activities                 (12,020,000)       (44,185,000)
                                                             ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Purchase of treasury stock                                (17,070,000)        (6,412,000)
    Payment of dividends                                      (12,943,000)       (12,457,000)
    Net change in short-term bank loans                        (4,500,000)         5,750,000
    Payments on long-term debt                                 (3,040,000)          (535,000)
    Common stock issued upon exercise of stock options          2,382,000             99,000
                                                             ------------       ------------

        Net cash used in financing activities                 (35,171,000)       (13,555,000)
                                                             ------------       ------------

Effect of exchange rate changes on cash                             2,000             (9,000)
                                                             ------------       ------------
Net change in cash and equivalents                             31,080,000          1,258,000
Cash and equivalents at beginning of year                       4,873,000          2,656,000
                                                             ------------       ------------
Cash and equivalents at end of period                        $ 35,953,000       $  3,914,000
                                                             ============       ============


SUPPLEMENTAL DISCLOSURE OF OPERATING CASH FLOWS:

    Cash paid during the period for:
        Interest                                             $     90,000       $    925,000
                                                             ============       ============
        Income taxes                                         $ 24,201,000       $ 20,271,000
                                                             ============       ============
</TABLE>


See Notes to Condensed Consolidated Financial Statements


                                  Page 5 of 10
<PAGE>


                  LANCASTER COLONY CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE PERIODS ENDED DECEMBER 31, 2001 AND 2000

(1)      The interim condensed consolidated financial statements are unaudited
         but, in the opinion of management, reflect all adjustments necessary
         for a fair presentation of the results of operations and financial
         position for such periods. All such adjustments reflected in the
         interim condensed consolidated financial statements are considered to
         be of a normal recurring nature. The results of operations for any
         interim period are not necessarily indicative of results for the full
         year. Accordingly, these financial statements should be read in
         conjunction with the financial statements and notes thereto contained
         in the Company's Annual Report on Form 10-K for the year ended June 30,
         2001.

(2)      Comparative second quarter and year-to-date unaudited results by
         segment are as follows:

<TABLE>
<CAPTION>
                                                     Three Months Ended                   Six Months Ended
                                                         December 31                         December 31
         (Dollars in Thousands)                     2001              2000              2001              2000
         ---------------------------------------------------------------------------------------------------------

<S>                                             <C>              <C>                <C>              <C>
         NET SALES
              Specialty Foods                   $   149,728      $   134,491        $   285,548      $   254,389
              Glassware and Candles                 103,926          118,192            182,583          197,933
              Automotive                             58,219           58,418            108,671          119,455
         -------------------------------------------------------------------------------------------------------
                          Total                 $   311,873      $   311,101        $   576,802      $   571,777
         =======================================================================================================

         OPERATING INCOME
              Specialty Foods                   $    28,606      $    30,740        $    56,906      $    54,809
              Glassware and Candles                  (2,687)          19,220              2,709           31,281
              Automotive                              3,505              525              5,005              928
              Corporate expenses                     (1,430)          (1,630)            (2,973)          (3,104)
         -------------------------------------------------------------------------------------------------------
                          Total                 $    27,994      $    48,855        $    61,647      $    83,914
         =======================================================================================================
</TABLE>

(3)      In April 2001, the Emerging Issues Task Force ("EITF") of the Financial
         Accounting Standards Board reached a consensus on Issue No. 00-25
         "Vendor Income Statement Characterization of Consideration Paid to a
         Reseller of the Vendor's Products", which was later codified by EITF
         Issue No. 01-9. The EITF concluded that certain sales incentives which
         are currently classified as selling expenses are to be recorded as a
         reduction of revenue. The consensus on this EITF is effective for
         annual or interim periods beginning after December 15, 2001, and the
         Company early adopted this guidance during the quarter ended December
         31, 2001. As required, certain current year and prior year amounts have
         been reclassified from selling expenses to a reduction in net sales for
         the three- and six-month periods presented.

         In October 2001, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standard ("SFAS") No. 144 "Accounting
         for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144
         provides guidance on the accounting for long-lived assets to be held
         and used and for assets to be disposed of through sale or by other
         means. SFAS No. 144 is effective for fiscal years beginning after
         December 15, 2001. Management has not yet completed its analysis of
         this Statement as to its impact on the Company's financial statements
         and disclosures.

(4)      At December 31, 2001, the Company is a party to various legal and
         environmental matters which have arisen in the ordinary course of
         business. Such matters did not have a material adverse effect on the
         current quarter results of operations and, in the opinion of
         management, their ultimate disposition will not have a material adverse
         effect on the Company's Condensed Consolidated Financial Statements. In
         December 2001, the Company settled litigation originally filed in
         fiscal 2001 relating to the alleged receipt of preferential payments
         associated with a major customer's bankruptcy filing that occurred in
         January 2000. The effect of this settlement on the Company's financial
         results for the three and six months ended December 31, 2001 was not
         significant.

(5)      On January 22, 2002, Kmart Corporation, a customer of the Company,
         filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code.
         As a result, the Company recorded a provision of approximately $14.3
         million in the quarter ended December 31, 2001 to reserve for the full
         amount of its accounts receivable exposure.

         Also in January 2002, the Company was notified by the U.S. Treasury
         Department that they would receive payment under the Continued Dumping
         and Subsidy Offset Act of 2000. In February 2002, consistent with this
         notice, the Company received a payment of approximately $15 million,
         which will be treated as other income in the third fiscal quarter
         financial statements.



                                  Page 6 of 10
<PAGE>


                  LANCASTER COLONY CORPORATION AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                FOR THE PERIODS ENDED DECEMBER 31, 2001 AND 2000

                              RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                     Three Months Ended                   Six Months Ended
                                                         December 31                         December 31
         (Dollars in Thousands)                    2001              2000              2001              2000
         -------------------------------------------------------------------------------------------------------

<S>                                             <C>              <C>                <C>              <C>
         NET SALES
              Specialty Foods                   $   149,728      $   134,491        $   285,548      $   254,389
              Glassware and Candles                 103,926          118,192            182,583          197,933
              Automotive                             58,219           58,418            108,671          119,455
         -------------------------------------------------------------------------------------------------------
                          Total                 $   311,873      $   311,101        $   576,802      $   571,777
         =======================================================================================================
</TABLE>

As reflected above, consolidated net sales of $311,873,000 for the three months
ended December 31, 2001 remained essentially level with the $311,101,000
recorded in the comparable period of fiscal 2001. Consolidated net sales for the
six months ended December 31, 2001 of $576,802,000 increased 1% over the
preceding year's total of $571,777,000.

Within the Specialty Foods segment, sales increases were achieved in excess of
11% and 12% in the respective three- and six-month periods, primarily resulting
from internal growth. An increase in sales of frozen bread products led retail
growth, including that derived from the March 2001 acquisition of the Mamma
Bella product line. Foodservice volumes also increased, primarily as a result of
the growth in larger, national restaurant accounts. Somewhat offsetting this
sales growth was the increase in trade promotional costs, which are netted
against gross sales. Such costs grew at a pace in excess of the segment's sales
due, in part, to a marked curtailment in promotional activities of frozen garlic
bread lines in the second quarter of last year, which reflected the limited
production capacity available at that time. Other factors influencing the
increase in these costs were the product mix and additional support provided for
certain non-frozen product lines.

Net sales of the Glassware and Candles segment declined 12% and 8% for the
respective three- and six-month periods. The generally weaker economic
conditions present in the U.S. appeared to adversely impact the sales of most
product lines within this segment. Sales of this segment's candle products were
also affected by the impact of increased competitive pricing pressures. Net
sales of the Automotive segment were essentially flat for the second quarter and
declined approximately 9% for the six-month period. Less favorable economic
conditions and lower new vehicle production adversely affected demand for this
segment's products. Increased volume associated with new aluminum programs with
OEM accounts mitigated the decline otherwise present.

The Company's consolidated gross margins as a percentage of net sales of 22.6%
and 22.5% declined for both the respective three- and six-month periods ended
December 31, 2001 relative to the 24.8% and 24.1% achieved for the comparable
periods of fiscal 2001. Although automotive margins increased as a result of the
benefits of higher production efficiencies and somewhat lower material costs,
the Company's other two segments experienced a decline in such margins. Lower
margins within the Glassware and Candles segment were attributable to lower
sales levels, the existence of competitive pricing issues and less fixed-cost
overhead absorption associated with a decline in production levels. Glassware
margins were also adversely affected in the most recent quarter by costs
associated with a labor strike occurring at one of the glassware production
facilities. A labor settlement was reached at this location in January 2002.
Natural gas costs associated with glassware production also continued near
historically high levels through December 2001. Margins associated with
specialty food products also declined as a result of the higher promotional
costs discussed above and the presence of somewhat higher, dairy-related raw
material costs.

Consolidated selling, general and administrative costs of $42,359,000 and
$68,023,000 increased 49% and 26%, respectively, from the corresponding fiscal
2001 three- and six-month totals of $28,385,000 and $53,857,000. This increase
is primarily the result of the Glassware and Candles segment incurring a charge
of approximately $14.3 million to reserve for the full amount of its accounts
receivable exposure with Kmart



                                  Page 7 of 10
<PAGE>


Corporation, which filed for reorganization under Chapter 11 of the U.S.
Bankruptcy Code on January 22, 2002. Sales to Kmart Corporation during fiscal
2001 comprised about 4% of consolidated net sales. Shipments made to Kmart
between December 31, 2001 and the time of its bankruptcy filing were nominal.
Although presently uncertain with respect to volume, the Company's shipments to
Kmart are expected to resume in February 2002.

The foregoing factors contributed to consolidated operating income totaling
$27,994,000 and $61,647,000 for the three- and six-month periods ended December
31, 2001. These amounts represented decreases of 43% and 27% over the
corresponding fiscal 2001 totals of $48,855,000 and $83,914,000. By segment, the
Company's operating income can be summarized as follows:

<TABLE>
<CAPTION>
                                                     Three Months Ended                   Six Months Ended
                                                         December 31                         December 31
         (Dollars in Thousands)                     2001             2000              2001              2000
         -------------------------------------------------------------------------------------------------------

<S>                                             <C>              <C>                <C>              <C>
         OPERATING INCOME
              Specialty Foods                   $    28,606      $    30,740        $    56,906      $    54,809
              Glassware and Candles                  (2,687)          19,220              2,709           31,281
              Automotive                              3,505              525              5,005              928
              Corporate expenses                     (1,430)          (1,630)            (2,973)          (3,104)
         -------------------------------------------------------------------------------------------------------
                          Total                 $    27,994      $    48,855        $    61,647      $    83,914
         =======================================================================================================
</TABLE>

Components of other income and expense in the consolidated statements of income,
including interest, were affected in the current year by lowered levels of debt
and interest rates. In addition, a gain was recorded in the second quarter of
fiscal 2002 for approximately $1 million related to insurance proceeds from a
casualty loss which occurred in January 2001. Other income for the second
quarter of fiscal 2001 included a gain of approximately $477,000 related to the
sale of idle facilities.

Similar to operating income, net income of $17,423,000 and $37,764,000 for the
three- and six-month periods ended December 31, 2001 declined 42% and 25% over
the corresponding totals of fiscal 2001. However, the prior year's earnings for
six months reflected a charge for the cumulative effect of an accounting change
that totaled $998,000 after taxes. As was further affected by the Company's
share repurchases, fully diluted earnings per share of $.47 and $1.02 for the
three- and six-month periods declined 40% and 23%, respectively, compared to the
preceding year's comparable totals of $.79 and $1.33, after the cumulative
effect of the accounting change.

While net income and earnings per share were not affected, certain current year
and prior year amounts have been reclassified from selling expenses to a
reduction in net sales in order to conform with the consensus reached by the
Emerging Issues Task Force ("EITF") in EITF Issue No. 00-25 and as further
codified by EITF Issue No. 01-9.

                               FINANCIAL CONDITION

Net cash provided by operating activities for the six months ended December 31,
2001 totaled $78,269,000, which is $19,262,000 greater than the $59,007,000
provided in the six months ended December 31, 2000. This fluctuation in cash
flows primarily resulted from the extent of relative year-over-year changes in
various working capital components. Inventory levels of $150,176,000 at December
31, 2001 decreased by $34,211,000 since June 30, which compares to a decrease of
$1,917,000 during the comparable period of 2000. The greater decline occurring
in 2001 was influenced by management intentionally attempting to rebalance
inventories of non-food products to more appropriate levels on lower sales.
Further initiatives in this regard are being implemented within the Glassware
and Candles segment. The effect on cash flows of the lowered levels of fiscal
2002 net income was partially offset by a non-cash pretax charge of $14.3
million related to the bankruptcy of Kmart Corporation.

Significant investment activities for the first half of fiscal 2002 included
$8,734,000 paid for property additions. Financing activities for the six months
ended December 31, 2001 included $17,070,000 expended for share repurchases and
$12,943,000 for dividends paid. The level of total dividends paid in the current
period increased 4% over that paid in the comparable prior year as the share
reduction resulting from share repurchases



                                  Page 8 of 10
<PAGE>


partially offset the impact of a $.01 per share increase in the effective
dividend rate. Approximately 2,051,000 shares remained authorized for future
buyback at December 31, 2001.

Management believes that cash provided from operations and the currently
available bank credit arrangements should be adequate to meet the Company's
foreseeable cash requirements over the remainder of fiscal 2002.

In February 2002, consistent with notice previously provided to the Company by
the U.S. Treasury Department in January, the Company received approximately $15
million under the Continued Dumping and Subsidy Offset Act of 2000 ("CDSOA").
This payment will be treated as other income in the third fiscal quarter
financial statements. This legislation, which applies to the Company's candle
operations, is in its first year of effectiveness and is intended to redress
unfair dumping of imported products through cash payments to eligible affected
companies. Payments to be received in future years under CDSOA are subject to
many variables outside the control of the Company and, accordingly, the related
amounts, if any, are not subject to reasonable estimation at the present time.

In July 2001, the Financial Accounting Standards Board issued two
pronouncements, Statement of Financial Accounting Standard ("SFAS") No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets", relating to the accounting for goodwill and other intangible assets
associated with business combinations. SFAS No. 141 requires the use of the
purchase method of accounting for all business combinations initiated after June
30, 2001 and eliminates the pooling-of-interests method. SFAS No. 142 requires,
among other things, the discontinuance of goodwill amortization for goodwill or
intangibles with indefinite lives and requires at least annual assessments for
impairment. The amortization provisions apply immediately to goodwill and
intangible assets acquired after June 30, 2001 and will apply upon adoption of
SFAS No. 142 in the first quarter of fiscal 2003 for goodwill and intangible
assets recorded on the books at June 30, 2001. Within the first six months of
adoption, the Company will perform the first of the required impairment tests of
goodwill and intangible assets. Any initial adjustments relating to impairment
will be accounted for as a cumulative change in accounting in the year of
adoption. Solely for reference purposes, goodwill amortization incurred during
the first six months of fiscal 2002 totaled approximately $1,321,000. In October
2001, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standard No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets". SFAS No. 144 provides guidance on the accounting for
long-lived assets to be held and used and for assets to be disposed of through
sale or by other means. SFAS No. 144 is effective for fiscal years beginning
after December 15, 2001. Management has not yet completed its analyses of these
Statements as to their impact on the Company's financial statements and
disclosures.




                              SAFE HARBOR STATEMENT
               UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:

               This Form 10-Q contains forward-looking statements related to
               future growth and earnings opportunities. Such statements are
               based upon certain assumptions and assessments made by management
               of the Company in light of its experience and perception of
               historical trends, current conditions, expected future
               developments and other factors it believes to be appropriate.
               Actual results may differ as a result of factors over which the
               Company has no control including the strength of the economy,
               slower than anticipated sales growth, the extent of operational
               efficiencies achieved, the success of new product introductions,
               price and product competition, and increases in raw materials
               costs. Management believes these forward-looking statements to be
               reasonable; however, undue reliance should not be placed on such
               statements, which are based on current expectations. The Company
               undertakes no obligation to publicly update such forward-looking
               statements. More detailed statements regarding significant events
               which could affect the Company's financial results are included
               in the Company's Forms 10-K and 10-Q filed with the Securities
               and Exchange Commission.



                                  Page 9 of 10
<PAGE>


                           PART II. OTHER INFORMATION

Item 4 - Submission of Matters to a Vote of Security Holders
------------------------------------------------------------

         The registrant held its annual meeting of the shareholders on November
19, 2001. Proxies for the meeting were solicited pursuant to Section 14(a) of
the Securities Exchange Act of 1934. There were no matters discussed or voted
upon at the annual meeting, except for the election of the following three
directors whose term will expire in 2004:

<TABLE>
<CAPTION>
                                               Shares                         Shares
                                               Voted            Shares          Not
                                               "For"         "Withheld"        Voted
                                            ------------     ----------     -----------

<S>                                         <C>               <C>           <C>
                John L. Boylan              29,819,056        4,168,233     3,174,327
                Henry M. O'Neill, Jr.       33,760,462          226,827     3,174,327
                Zuheir Sofia                33,724,801          262,488     3,174,327
</TABLE>

         As of November 19, 2001, the following individuals also continued to
serve as directors of the registrant:

                Kerrii B. Anderson                  Morris S. Halpern
                Robert L. Fox                       Robert S. Hamilton
                John B. Gerlach, Jr.                Edward H. Jennings

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

         Reports on Form 8-K - There were no reports filed on Form 8-K for the
three months ended December 31, 2001.


                                   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 thereunto duly authorized.


                                            LANCASTER COLONY CORPORATION



Date:   February 7, 2002                    BY:    /S/ John B. Gerlach, Jr.
     --------------------------                ---------------------------------
                                                   JOHN B. GERLACH, JR.
                                                   Chairman, Chief Executive
                                                   Officer and President


Date:   February 7, 2002                    BY:    /S/ John L. Boylan
     --------------------------                ---------------------------------
                                                   JOHN L. BOYLAN
                                                   Treasurer, Vice President,
                                                   Assistant Secretary and
                                                   Chief Financial Officer
                                                   (Principal Financial and
                                                   Accounting Officer)



                                 Page 10 of 10