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                                  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 September 30, 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 September 30, 2001, there were approximately 37,051,000 shares of
common stock, no par value per share, outstanding.



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                  LANCASTER COLONY CORPORATION AND SUBSIDIARIES

                                      INDEX

                                                                        Page No.
                                                                        --------

Part I.   Financial Information

          Condensed Consolidated Balance Sheets -
               September 30, 2001 and June 30, 2001                        3

          Condensed Consolidated Statements of Income -
               Three Months Ended September 30, 2001 and 2000              4

          Condensed Consolidated Statements of Cash Flows -
               Three Months Ended September 30, 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 6 - Exhibits and Reports on Form 8-K                        9

          Signatures                                                       9



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                  LANCASTER COLONY CORPORATION AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                                     September 30    June 30
                                                         2001          2001
                                                     ------------  ------------
                                                     (Unaudited)
ASSETS
  Current Assets:
    Cash and equivalents                             $ 11,013,000  $  4,873,000

    Receivables - net of allowance for
      doubtful accounts                               128,626,000   107,895,000

    Inventories:
      Raw materials and supplies                       51,429,000    48,435,000
      Finished goods and work in process              131,417,000   135,952,000
                                                     ------------  ------------
        Total inventories                             182,846,000   184,387,000

    Prepaid expenses and other current assets          22,004,000    20,450,000
                                                     ------------  ------------
        Total current assets                          344,489,000   317,605,000

  Property, Plant and Equipment - At cost             439,872,000   437,138,000
  Less Accumulated Depreciation                       269,663,000   263,969,000
                                                     ------------  ------------
        Property, plant and equipment - net           170,209,000   173,169,000

  Goodwill - net of accumulated amortization           72,737,000    73,397,000

  Other Assets                                          7,220,000     7,766,000
                                                     ------------  ------------
  Total Assets                                       $594,655,000  $571,937,000
                                                     ============  ============

LIABILITIES AND SHAREHOLDERS' EQUITY

  Current Liabilities:
    Short-term bank loans                                          $  4,500,000
    Current portion of long-term debt                $  1,340,000     1,945,000
    Accounts payable                                   45,933,000    41,565,000
    Accrued liabilities                                62,288,000    44,284,000
                                                     ------------  ------------

        Total current liabilities                     109,561,000    92,294,000

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

  Other Noncurrent Liabilities                          7,365,000     7,346,000

  Deferred Income Taxes                                 9,986,000    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 September 30, 2001 - no par value -
      47,315,330 shares; June 30, 2001 -
      no par value - 47,270,030 shares                 56,643,000    55,229,000

    Retained earnings                                 700,745,000   686,722,000

    Accumulated other comprehensive income                109,000        99,000
                                                     ------------  ------------
        Total                                         757,497,000   742,050,000

    Less:
      Common stock in treasury, at cost
        September 30, 2001 - 10,264,414 shares;
        June 30, 2001 - 10,016,814 shares             289,754,000   282,149,000
                                                     ------------  ------------
        Total shareholders' equity                    467,743,000   459,901,000
                                                     ------------  ------------
  Total Liabilities and Shareholders' Equity         $594,655,000  $571,937,000
                                                     ============  ============


See Notes to Condensed Consolidated Financial Statements



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                  LANCASTER COLONY CORPORATION AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)


                                                         Three Months Ended
                                                            September 30
                                                         2001          2000
                                                     ------------  ------------


Net Sales                                            $266,462,000  $262,045,000

Cost of Sales                                         205,612,000   200,145,000
                                                     ------------  ------------
Gross Margin                                           60,850,000    61,900,000

Selling, General and Administrative Expenses           27,197,000    26,841,000
                                                     ------------  ------------
Operating Income                                       33,653,000    35,059,000

Other Income (Expense):
  Interest Expense                                        (54,000)     (260,000)
  Interest Income and Other - Net                        (584,000)     (181,000)
                                                     ------------  ------------
Income Before Income Taxes                             33,015,000    34,618,000

Taxes Based on Income                                  12,674,000    13,371,000
                                                     ------------  ------------
Income Before Cumulative Effect of Accounting Change   20,341,000    21,247,000

Cumulative Effect of Accounting Change, Net of Tax                     (998,000)
                                                     ------------  ------------
Net Income                                           $ 20,341,000  $ 20,249,000
                                                     ============  ============

Net Income Per Common Share:

  Before Cumulative Effect of Accounting Change:
    Basic and Diluted                                      $  .55      $    .56
  Cumulative Effect of Accounting Change:
    Basic and Diluted                                                      (.03)
                                                           ------      --------
  After Cumulative Effect of Accounting Change:
    Basic and Diluted                                      $  .55      $    .53
                                                           ======      ========
Cash Dividends Per Common Share                            $  .17      $    .16
                                                           ======      ========

Weighted Average Common Shares Outstanding:
    Basic                                              37,181,000    37,886,000
    Diluted                                            37,230,000    37,893,000


See Notes to Condensed Consolidated Financial Statements



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                  LANCASTER COLONY CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                        Three Months Ended
                                                           September 30
                                                        2001           2000
                                                    ------------   ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                        $ 20,341,000   $ 20,249,000
  Adjustments to reconcile net income to net
    cash provided by operating activities:
    Depreciation and amortization                      8,741,000      8,726,000
    Deferred income taxes and other noncash charges   (1,296,000)     1,037,000
    Loss on sale of property                             110,000         21,000
    Changes in operating assets and liabilities:
      Receivables                                    (20,731,000)   (11,456,000)
      Inventories                                      1,541,000    (22,547,000)
      Prepaid expenses and other current assets       (1,554,000)    (1,366,000)
      Accounts payable                                 4,368,000      6,297,000
      Accrued liabilities                             18,054,000      7,492,000
                                                    ------------   ------------
    Net cash provided by operating activities         29,574,000      8,453,000
                                                    ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Cash paid for acquisition, net of cash acquired                   (32,444,000)
  Payments on property additions                      (4,400,000)    (5,200,000)
  Proceeds from sale of property                           3,000          9,000
  Other - net                                           (288,000)      (618,000)
                                                    ------------   ------------
    Net cash used in investing activities             (4,685,000)   (38,253,000)
                                                    ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Purchase of treasury stock                          (7,605,000)    (5,490,000)
  Payment of dividends                                (6,318,000)    (6,051,000)
  Net change in short-term bank loans                 (4,500,000)    39,750,000
  Payments on long-term debt                          (1,700,000)      (300,000)
  Common stock issued upon exercise of stock
    options                                            1,364,000
                                                    ------------   ------------
    Net cash (used in) provided by financing
      activities                                     (18,759,000)    27,909,000
                                                    ------------   ------------
Effect of exchange rate changes on cash                   10,000         (8,000)
                                                    ------------   ------------
Net change in cash and equivalents                     6,140,000     (1,899,000)
Cash and equivalents at beginning of year              4,873,000      2,656,000
                                                    ------------   ------------
Cash and equivalents at end of period               $ 11,013,000   $    757,000
                                                    ============   ============

SUPPLEMENTAL DISCLOSURE OF OPERATING CASH FLOWS:

  Cash paid during the period for:
    Interest                                        $     58,000   $    273,000
                                                    ============   ============
    Income taxes                                    $    958,000   $    959,000
                                                    ============   ============


See Notes to Condensed Consolidated Financial Statements



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                  LANCASTER COLONY CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE PERIODS ENDED SEPTEMBER 30, 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 first quarter unaudited results by segment are as follows:

                                               Three Months Ended
                                                  September 30
            (Dollars in Thousands)             2001         2000
            -------------------------------------------------------

            NET SALES
                 Specialty Foods             $ 137,146    $ 120,856
                 Glassware and Candles          78,687       79,975
                 Automotive                     50,629       61,214
            -------------------------------------------------------
                       Total                 $ 266,462    $ 262,045
            =======================================================

            OPERATING INCOME
                 Specialty Foods             $  28,300    $  24,069
                 Glassware and Candles           5,396       12,061
                 Automotive                      1,500          403
                 Corporate expenses             (1,543)      (1,474)
            -------------------------------------------------------
                       Total                 $  33,653    $  35,059
            =======================================================

(3) At September 30, 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
    Consolidated Financial Statements.

    A lawsuit was filed against a subsidiary of the Company in late June 2001
    asserting that the subsidiary received approximately $16 million in
    preferential payments prior to the January 2000 bankruptcy of a former
    customer. An answer to this claim was filed in July 2001 denying liability.
    The Company is also in receipt of informal notice regarding certain other,
    but less significant, claims from the same former customer including those
    involving two other subsidiaries of the Company. Management believes that it
    has substantial and meritorious defenses with respect to these matters and
    that the ultimate liability for this claim, while difficult to predict, will
    be significantly less than the originally asserted amount. Based upon
    management's best estimate of the range of potential exposure, approximately
    $1,000,000 has been accrued at September 30, 2001. Although there can be no
    assurance as to the outcome of these matters, management believes that its
    resolution will not have a material impact on the Company's financial
    position, but could have a material impact on interim or annual results of
    operations.



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                  LANCASTER COLONY CORPORATION AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                FOR THE PERIODS ENDED SEPTEMBER 30, 2001 AND 2000


                              RESULTS OF OPERATIONS


                                                 Three Months Ended
                                                    September 30
            (Dollars in Thousands)                2001        2000
            --------------------------------------------------------

            NET SALES
                 Specialty Foods                $137,146    $120,856
                 Glassware and Candles            78,687      79,975
                 Automotive                       50,629      61,214
            --------------------------------------------------------
                       Total                    $266,462    $262,045
            ========================================================


As reflected above, consolidated net sales for the three months ended September
30, 2001 reached a first quarter record total of $266,462,000, which is a 2%
increase over the $262,045,000 for the three months ended September 30, 2000.
This growth was generated by increased sales in the Specialty Foods segment as
such sales totaled $137,146,000, a 13% increase over the comparable fiscal 2001
total of $120,856,000. The majority of this segment's increased sales was
derived from internally generated growth, particularly sales of frozen breads
into retail channels as well as sales of various products into large national
accounts within foodservice channels. Sales of this segment also benefited from
fiscal 2001's two food-related business acquisitions.

The Automotive segment's sales totaled $50,629,000, a 17% decline from the prior
year's first quarter total of $61,214,000. This segment's sales to original
equipment manufacturers ("OEMs") were influenced by the weakened economic
conditions leading to lower builds of new vehicles. Net sales to OEMs in the
first quarter of fiscal 2002 were further impacted by the Company's fiscal 2001
decision to exit certain low margin floor mat lines. Generally lackluster
conditions in the automotive aftermarket have also adversely impacted sales of
this segment. Similar to the Automotive segment, a softer economic environment
appeared to adversely affect sales of the Glassware and Candles segment, as did
increased competitive pricing pressures. First quarter sales of the Glassware
and Candles segment totaling $78,687,000 declined 2% from the prior year's total
of $79,975,000. Placement of a new line of private-label candles at a large mass
merchandiser mitigated the decline otherwise present.

As a percentage of net sales, the Company's consolidated gross margins for the
three months ended September 30, 2001 totaled 22.8% compared to 23.6% achieved
during the comparable period of fiscal 2001. This decline is primarily
attributable to lower gross margin levels occurring within the Glassware and
Candles segment as affected by such factors as the increased market pricing
pressures, higher levels of fixed cost absorption attributable to lower
production levels and product placement costs incurred in fiscal 2002 associated
with the product line introduction referenced above. Gross margins of the
Automotive segment improved somewhat due to an improved sales mix, improvement
in manufacturing processes and the effects of cost control initiatives. The
Specialty Foods segment also showed modest margin improvement resulting from the
benefits of a better retail sales mix, higher plant operating levels and
relatively stable commodity costs.

Consolidated selling, general and administrative costs of $27,197,000 for the
three months ended September 30, 2001 increased 1% from the $26,841,000 incurred
for the three months ended September 30, 2000 but remained essentially unchanged
as a percentage of sales at 10.2%.


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The foregoing factors contributed to consolidated operating income totaling
$33,653,000 for the three months ended September 30, 2001, a decrease of 4% from
the corresponding fiscal 2001 total of $35,059,000. By segment, the Company's
operating income can be summarized as follows:

                                                Three Months Ended
                                                   September 30
            (Dollars in Thousands)              2001         2000
            -------------------------------------------------------

            OPERATING INCOME
                 Specialty Foods              $ 28,300     $ 24,069
                 Glassware and Candles           5,396       12,061
                 Automotive                      1,500          403
                 Corporate expenses             (1,543)      (1,474)
            -------------------------------------------------------
                       Total                  $ 33,653     $ 35,059
            =======================================================


With the effective income tax rate of 38.4% for the quarter ending September 30,
2001 being slightly lower than the 38.6% of the comparable period of fiscal
2001, net income of $20,341,000 was essentially even with the preceding year's
net income for the quarter of $20,249,000. However, the prior year amount was
net of a charge reflecting the cumulative effect of an accounting change that
totaled $998,000 after taxes. Earnings per share for the first quarter of fiscal
2002 was influenced by the Company's share repurchase program and totaled $.55
per share on a fully diluted basis. The prior year's comparable per share amount
was $.56 before the cumulative effect, and $.53 after reflecting the charge.


                               FINANCIAL CONDITION

For the three months ended September 30, 2001, net cash provided by operating
activities totaled $29,574,000, which compares to $8,453,000 provided in the
comparable period of fiscal 2001. This improvement primarily results from
favorable relative changes in working capital components. In particular,
inventories in the current year's first quarter declined by $1,541,000 compared
to an increase in excess of $22 million experienced last year. Inventories of
the nonfood segments have reflected comparative reductions as a result of slower
business conditions and changes in production scheduling. Total working capital
at September 30, 2001 of $234,928,000 increased by $9,617,000 over the
$225,311,000 present this past June 30. Accounts receivable of $128,626,000
increased over $20 million during this period principally as a result of
seasonal aspects typically occurring this time of year in the Glassware and
Candles segment. Accrued liabilities also increased by approximately $18 million
since June 30 primarily as a result of an increase in accruals for corporate
income taxes.

Significant investment activities conducted during the three months ended
September 30, 2001 included $4,400,000 expended for payments on property
additions. Financing activities of note consisted of $7,605,000 expended for the
purchase of treasury stock and $6,318,000 related to the payment of dividends.
Approximately 2,353,000 shares remain authorized for future buyback at September
30, 2001. The dividends paid during the current quarter increased approximately
4% due to the effects of a 6% increase in the stated dividend rate being
somewhat offset by the extent of share repurchases. 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 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



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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. Management has not yet completed its analysis of these
Statements as to their impact on the Company's financial statements and
disclosures. Solely for informational purposes, goodwill amortization incurred
during the first quarter of fiscal 2002 totaled approximately $660,000.


                              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 Form 10-K filed with the
        Securities and Exchange Commission.


                           PART II. OTHER INFORMATION


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 September 30, 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:   November 9, 2001              By: /S/ John B. Gerlach, Jr.
     ----------------------               --------------------------------------
                                          JOHN B. GERLACH, JR.
                                          Chairman, Chief Executive
                                          Officer and President


Date:   November 9, 2001              By: /S/ John L. Boylan
     ----------------------               --------------------------------------
                                          JOHN L. BOYLAN
                                          Treasurer, Vice President,
                                          Assistant Secretary and
                                          Chief Financial Officer
                                          (Principal Financial
                                          and Accounting Officer)



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