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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

Quarterly report pursuant to section 13 or 15(d)
of the Securities Exchange Act of 1934

|For the quarter ended March 31, 2002 | Commission file number 0-13875
|------------------------------------ | ------------------------------

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

|Texas                                                          |  | 74-1591073                       
|-------------------------------------------------------------- |  | ---------------------------------
|(State or other jurisdiction of
incorporation or organization) |  | (IRS employer
identification no.)
|6655 Lancer Blvd., San Antonio, Texas                          |  | 78219                            
|(Address of principal executive offices)                       |  | (Zip Code)                       

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 14(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.

YESýNOo

Indicate the number of shares outstanding of each of the issuers of classes of common stock, as of the latest practicable date.

|Title                                  |  | Shares outstanding as of
          April 30, 2002
|-------------------------------------- |  | -------------------------------------------------
|Common stock, par value $.01 per share |  | 9,330,101                                        

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Part IFinancial Information

Item 1Financial Statements

LANCER CORPORATION AND SUBSIDIARIES        CONSOLIDATED BALANCE SHEETS        (Amounts in thousands, except share data)        ASSETS

|                                                                      |                                                | March 31,
2002                       |                                   | December 31,
2001 |       
|--------------------------------------------------------------------- | ---------------------------------------------- | ------------------------------------ | --------------------------------- | ----------------- | ------
|
|Current assets:                                                       |                                                |                                      |                                   |                   |       
|                                                                      | Cash                                           |                                      | $                                 | 2,143             |       
|                                                                      | Receivables:                                   |                                      |                                   |                   |       
|                                                                      |                                                | Trade accounts and notes             |                                   |                   | 20,080
|                                                                      |                                                | Other                                |                                   |                   | 914   
|                                                                      |                                                |                                      |                                   |                   |       
|                                                                      |                                                |                                      | 20,994                            |                   |       
|                                                                      |                                                | Less allowance for doubtful accounts |                                   |                   | (478  
|                                                                      |                                                |                                      |                                   |                   |       
|                                                                      |                                                |                                      | Net receivables                   |                   |       
|                                                                      | Inventories                                    |                                      |                                   | 32,729            |       
|                                                                      | Prepaid expenses                               |                                      |                                   | 917               |       
|                                                                      | Deferred tax asset                             |                                      |                                   | 224               |       
|                                                                      |                                                |                                      |                                   |                   |       
|                                                                      |                                                |                                      | Total current assets              |                   |       
|                                                                      |                                                |                                      |                                   |                   |       
|Property, plant and equipment, at cost:                               |                                                |                                      |                                   |                   |       
|                                                                      | Land                                           |                                      |                                   | 1,260             |       
|                                                                      | Buildings                                      |                                      |                                   | 21,905            |       
|                                                                      | Machinery and equipment                        |                                      |                                   | 23,325            |       
|                                                                      | Tools and dies                                 |                                      |                                   | 13,433            |       
|                                                                      | Leaseholds, office equipment and vehicles      |                                      |                                   | 10,356            |       
|                                                                      | Assets in progress                             |                                      |                                   | 903               |       
|                                                                      |                                                |                                      |                                   |                   |       
|                                                                      |                                                |                                      | 71,182                            |                   |       
|                                                                      | Less accumulated depreciation and amortization |                                      |                                   | (35,815           | )     
|                                                                      |                                                |                                      |                                   |                   |       
|                                                                      |                                                |                                      | Net property, plant and equipment |                   |       
|                                                                      |                                                |                                      |                                   |                   |       
|Long-term receivables ($406 and $407 due from officers, respectively) |                                                |                                      | 640                               |                   |       
|Long-term investments                                                 |                                                |                                      | 2,535                             |                   |       
|Intangibles and other assets, at cost, less accumulated amortization  |                                                |                                      | 4,880                             |                   |       
|                                                                      |                                                |                                      |                                   |                   |       
|                                                                      |                                                | $                                    | 99,951                            |                   | $     
|                                                                      |                                                |                                      |                                   |                   |       

See
accompanying notes to consolidated financial statements.

2

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LANCER CORPORATION AND SUBSIDIARIES        CONSOLIDATED BALANCE SHEETS (continued)        (Amounts in thousands, except share data)        LIABILITIES AND SHAREHOLDERS' EQUITY

|                                               |                                                                                                                                                             | March 31,
2002             |        | December 31,
2001 |       
|---------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------ | ----------------- | ------
|
|Current liabilities:                           |                                                                                                                                                             |                            |        |                   |       
|                                               | Accounts payable                                                                                                                                            |                            | $      | 10,681            |       
|                                               | Current installments of long-term debt                                                                                                                      |                            |        | 2,719             |       
|                                               | Line of credit with bank                                                                                                                                    |                            |        | 15,800            |       
|                                               | Deferred licensing and maintenance fees                                                                                                                     |                            |        | 1,248             |       
|                                               | Accrued expenses and other liabilities                                                                                                                      |                            |        | 5,142             |       
|                                               | Taxes payable                                                                                                                                               |                            |        | 996               |       
|                                               |                                                                                                                                                             |                            |        |                   |       
|                                               |                                                                                                                                                             | Total current liabilities  |        |                   | 36,586
|Deferred tax liability                         |                                                                                                                                                             |                            | 2,037  |                   |       
|Long-term debt, excluding current installments |                                                                                                                                                             |                            | 11,494 |                   |       
|Deferred licensing and maintenance fees        |                                                                                                                                                             |                            | 4,317  |                   |       
|Other long-term liabilities                    |                                                                                                                                                             |                            | 403    |                   |       
|                                               |                                                                                                                                                             |                            |        |                   |       
|                                               |                                                                                                                                                             | Total liabilities          |        |                   | 54,837
|                                               |                                                                                                                                                             |                            |        |                   |       
|Commitments and contingencies                  |                                                                                                                                                             |                            |       |                   |       
|Minority interest                              |                                                                                                                                                             |                            | 11     |                   |       
|Shareholders' equity:                          |                                                                                                                                                             |                            |        |                   |       
|                                               | Preferred stock, without par value 5,000,000 shares authorized; none issued                                                                                 |                            |        |                  |       
|                                               | Common stock, $.01 par value: 50,000,000 shares authorized; 9,383,919 issued and 9,327,715 outstanding in 2002, and 9,127,757 issued and oustanding in 2001 |                            |        | 94                |       
|                                               | Additional paid-in capital                                                                                                                                  |                            |        | 12,272            |       
|                                               | Accumulated other comprehensive loss                                                                                                                        |                            |        | (3,676            | )     
|                                               | Retained earnings                                                                                                                                           |                            |        | 36,731            |       
|                                               | Less common stock in treasury, at cost; 56,204 shares in 2002                                                                                               |                            |        | (318              | )     
|                                               |                                                                                                                                                             |                            |        |                   |       
|                                               |                                                                                                                                                             | Total shareholders' equity |        |                   | 45,103
|                                               |                                                                                                                                                             |                            |        |                   |       
|                                               |                                                                                                                                                             | $                          | 99,951 |                   | $     
|                                               |                                                                                                                                                             |                            |        |                   |       

See
accompanying notes to consolidated financial statements.

3

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LANCER CORPORATION AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF OPERATIONS        (Unaudited)        (Amounts in thousands, except share data)

|                                             |                                    | Three Months Ended         |       
|-------------------------------------------- | ---------------------------------- | -------------------------- | ------
|
|Net sales                                    |                                    | $                          | 30,380
|Cost of sales                                |                                    |                            | 23,171
|                                             |                                    |                            |       
|                                             | Gross profit                       |                            |       
|Selling, general and administrative expenses |                                    |                            | 5,968 
|                                             |                                    |                            |       
|                                             | Operating income                   |                            |       
|                                             |                                    |                            |       
|Other (income) expense:                      |                                    |                            |       
|                                             | Interest expense                   |                            |       
|                                             | Loss (earnings) from joint venture |                            |       
|                                             | Minority interest                  |                            |       
|                                             | Other income, net                  |                            |       
|                                             |                                    |                            |       
|                                             |                                    |                            | 443   
|                                             |                                    |                            |       
|                                             |                                    | Income before income taxes |       
|Income tax expense (benefit):                |                                    |                            |       
|                                             | Current                            |                            |       
|                                             | Deferred                           |                            |       
|                                             |                                    |                            |       
|                                             |                                    |                            | 295   
|                                             |                                    |                            |       
|                                             |                                    | Net earnings               |       
|                                             |                                    |                            |       
|Common Shares Outstanding:                   |                                    |                            |       
|                                             | Basic                              |                            |       
|                                             | Diluted                            |                            |       
|Earnings Per Share:                          |                                    |                            |       
|                                             | Basic                              |                            | $     
|                                             | Diluted                            |                            | $     

See
accompanying notes to consolidated financial statements.

4

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LANCER CORPORATION AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF CASH FLOWS        (Unaudited)        (Amounts in thousands)

|                                        |                                           | Three Months Ended                                                                           |                                               
|--------------------------------------- | ----------------------------------------- | -------------------------------------------------------------------------------------------- | ----------------------------------------------
|
|Cash flow from operating activities:    |                                           |                                                                                              |                                               
|                                        | Net earnings                              |                                                                                              | $                                             
|                                        |                                           | Adjustments to reconcile net earnings to net cash provided by (used in) operating activities |                                               
|                                        |                                           |                                                                                              | Depreciation and amortization                 
|                                        |                                           |                                                                                              | Deferred licensing and maintenance fees       
|                                        |                                           |                                                                                              | Deferred income taxes                         
|                                        |                                           |                                                                                              | Loss (gain) on sale and disposal of assets    
|                                        |                                           |                                                                                              | Minority interest                             
|                                        |                                           |                                                                                              | Loss (earnings) from joint venture            
|                                        |                                           |                                                                                              | Changes in assets and liabilities:            
|                                        |                                           |                                                                                              |                                               
|                                        |                                           |                                                                                              |                                               
|                                        |                                           |                                                                                              |                                               
|                                        |                                           |                                                                                              |                                               
|                                        |                                           |                                                                                              |                                               
|                                        |                                           |                                                                                              |                                               
|                                        |                                           |                                                                                              |                                               
|                                        |                                           |                                                                                              |                                               
|                                        | Net cash provided by operating activities |                                                                                              |                                               
|                                        |                                           |                                                                                              |                                               
|Cash flow from investing activities:    |                                           |                                                                                              |                                               
|                                        |                                           |                                                                                              | Proceeds from sale of assets                  
|                                        |                                           |                                                                                              | Acquisition of property, plant and equipment  
|                                        |                                           |                                                                                              | Acquisition of long-term investments          
|                                        |                                           |                                                                                              |                                               
|                                        | Net cash used in investing activities     |                                                                                              |                                               
|                                        |                                           |                                                                                              |                                               
|Cash flow from financing activities:    |                                           |                                                                                              |                                               
|                                        |                                           |                                                                                              | Net borrowings under line of credit agreements
|                                        |                                           |                                                                                              | Retirement of long-term debt, net of proceeds 
|                                        |                                           |                                                                                              | Proceeds from exercise of stock options       
|                                        |                                           |                                                                                              |                                               
|                                        | Net cash provided by financing activities |                                                                                              |                                               
|                                        |                                           |                                                                                              |                                               
|Effect of exchange rate changes on cash |                                           |                                                                                              | 62                                            
|                                        |                                           |                                                                                              |                                               
|Net increase (decrease) in cash         |                                           |                                                                                              | 294                                           
|Cash at beginning of period             |                                           |                                                                                              | 1,849                                         
|                                        |                                           |                                                                                              |                                               
|Cash at end of period                   |                                           | $                                                                                            | 2,143                                         
|                                        |                                           |                                                                                              |                                               

See
accompanying notes to consolidated financial statements.

5

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LANCER CORPORATION AND SUBSIDIARIES        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Basis of Presentation

All adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair presentation of financial position and results of
operations. All intercompany balances and transactions have been eliminated in consolidation. It is suggested that the consolidated financial statements be read in conjunction with the consolidated
financial statements and notes thereto included in the December 31, 2001 Annual Report on Form 10-K.

Certain
amounts in the consolidated financial statements for prior periods have been reclassified to conform with the current year's presentation.

2.    New Accounting Pronouncements

Effective January 1, 2002 the Company adopted Statement of Financial Accounting Standard (SFAS) No. 142, "Goodwill and other Intangible Assets."
SFAS No. 142 provides guidance on how goodwill and other intangible assets that are acquired or have already been recognized in the financial statements should be accounted for. Under SFAS
No. 142 goodwill and certain other intangible assets will no longer be amortized, but will be required to be reviewed periodically for impairment of value. The
Company will test goodwill for impairment using the two-step process described in SFAS. 142. The first step is to screen for potential impairment, if any, while the second step measures the amount of
impairment, if any. The Company does not presently believe that a material impairment charge will result from the transitional impairment test, which the Company will complete during the second
quarter of 2002. With the adoption of FSAS No. 142, the Company ceased the amortization of goodwill with a book value of $1.6 million as of January 1, 2002. The adoption did not
have a material effect on comparable financial results for the quarter ended March 31, 2001. Had amortization of goodwill not been recorded during the quarter ended March 31, 2001, the
net earnings would have been increased by approximately $28,000, net of taxes, basic earning per share would have remained unchanged and diluted earnings per share would have increased to $.10.

Effective
January 1, 2002 the Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 addresses financial
accounting and reporting for the impairment or disposal of long-lived assets. This Statement supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets to Be Disposed Of".
However, it retains the fundamental provisions of Statement 121 for (a) recognition and measurement of the impairment of long-lived assets to be held and used and (b) measurement of
long-lived assets to be disposed of by sale. The adoption of SFAS No. 144 did not have a material impact on the Company's financial statements.

3.    Inventory Components

Inventories are stated at the lower of cost or market on a first-in, first-out basis (average cost as to raw materials and supplies) or market (net realizable
value). Inventory components are as follows (dollars in thousands):

March 31,
2002

December 31,
2001Finished goods

$
14,962

$
14,350Work in process


8,142


8,199Raw material and supplies


9,625


9,611$
32,729

$
32,160


6

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4.    Earnings Per Share

Basic earnings per share is calculated using the weighted average number of common shares outstanding and diluted earnings per share is calculated assuming the
issuance of common shares for all potential dilutive common shares outstanding during the reporting period. The dilutive effect of stock options approximated 85,026 shares and 192,662 for the three
months ended March 31, 2002 and 2001, respectively.

5.    Comprehensive Income

The following are the components of comprehensive income (loss) (amounts in thousands):

|                                                       |                                                                   | Three Months Ended |    
|------------------------------------------------------ | ----------------------------------------------------------------- | ------------------ | ---
|
|Net earnings                                           |                                                                   | $                  | 503
|Foreign currency gain (loss) arising during the period |                                                                   |                    | 309
|Unrealized (loss) gain on investment (net of tax)      |                                                                   |                    | (14
|Unrealized loss on derivative instruments:             |                                                                   |                    |    
|                                                       | Initial loss upon adoption of SFAS. No. 133                       |                    |    
|                                                       | Reclassification adjustment for loss included in interest expense |                    |    
|                                                       |                                                                   |                    |    
|Comprehensive income (loss)                            |                                                                   | $                  | 803
|                                                       |                                                                   |                    |    

Accumulated
other comprehensive loss on the accompanying consolidated balance sheets includes foreign currency gains (losses), unrealized loss (gains) on investment and unrealized loss
on derivative instruments.

6.    Income Taxes

The Company elected to treat the Brazilian subsidiary as a partnership for U.S. tax purposes for the year ended December 31, 1999. This election has
enabled the Company to recognize for U.S. income tax purposes a loss of $7.7 million on its investment in the Brazilian operation. The Internal Revenue Service (the "Service") is examining the
Company's U.S. income tax return for 1999 including the deduction of the loss on its investment in the Brazilian operation, and has proposed the disallowance of the deduction. The Company believes
that the Service's proposal is without merit, and intends to vigorously defend its position. The Company does not believe that any significant adjustments will be required as a result of this
examination.

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7.    Segment and Geographic Information

The Company and its subsidiaries are engaged in the manufacture and distribution of beverage dispensing equipment and related parts and components. The Company
manages its operations geographically. Sales are attributed to a region based on the ordering location of the customer. (Amounts in thousands).

|                                  |                         | North
America |   | Latin
America |  | Pacific |       | Brazil |   | Europe |  | Asia |     | Corporate |   | Total
|--------------------------------- | ----------------------- | ------------- | - | ------------- |  | ------- | ----- | ------ | - | ------ |  | ---- | --- | --------- | - | -----
|Three months ended March 31, 2002 |                         |               |   |               |  |         |       |        |   |        |  |      |     |           |   |      
|                                  | Total revenues          |               | $ | 22,225        |  | $       | 1,641 |        | $ | 3,495  |  | $    | 130 |           | $ | 2,579
|                                  | Operating income (loss) |               |   | 2,930         |  |         | (8    | )      |   | 450    |  |      | (98 | )         |   | 731  
|Three months ended March 31, 2001 |                         |               |   |               |  |         |       |        |   |        |  |      |     |           |   |      
|                                  | Total revenues          |               | $ | 20,682        |  | $       | 2,454 |        | $ | 3,038  |  | $    | 345 |           | $ | 2,728
|                                  | Operating income (loss) |               |   | 3,028         |  |         | 253   |        |   | 217    |  |      | (41 | )         |   | 639  

All
intercompany revenues are eliminated in computing revenues and operating income. The corporate component of operating income represents corporate general and administrative expenses.

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LANCER CORPORATION AND SUBSIDIARIES

Item 2Management's Discussion and Analysis of Financial Condition and Results of Operations

This document contains certain "forward-looking" statements as such term is defined in the Private Securities Litigation Reform Act of 1995 and information
relating to the Company and its subsidiaries that are based on the beliefs of the Company's management. When used in this report, the words "anticipate," "believe," "estimate," "expect," "forecast,"
"plan," and "intend" and words or phrases of similar import, as they relate to the Company or its subsidiaries or Company management, are intended to identify forward-looking statements. Such
statements reflect the current risks, uncertainties and assumptions which exist or must be made as a result of certain factors including, without limitation, competitive factors, general economic
conditions, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, seasonality, distribution networks, product introductions and
acceptance, one-time events and other factors described herein and in other filings made by the Company with the Securities and Exchange Commission. Based upon changing conditions, should any one or
more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed,
estimated, expected, forecast, planned or intended. The Company does not intend to update these forward-looking statements.

Critical Accounting Policies

Refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2001 for a discussion of the Company's Critical Accounting
Policies.

Results of Operations

Comparison of the Three-Month Periods Ended March 31, 2002 and 2001

Net sales for the three months ended March 31, 2002 were $30.4 million, up 1% from $30.0 million in the same period of 2001. Sales rose 7% in
North America and 15% in the Pacific region. Sales declined 62% in Brazil, 33% in the rest of Latin America, and 60% in Asia. Market conditions throughout most of Latin America (particularly in
Brazil) and Asia remain very poor.

Gross
margin was 23.7% in the first quarter of 2002, unchanged from the level in the first quarter of 2001. Slightly higher manufacturing spending offset mildly positive changes to the
sales mix.

Selling,
general and administrative expenses were $6.0 million in the first quarter of 2002, up from $5.8 million in the same period last year. Higher payroll-related
expenses caused most of the increase. SFAS No. 142, which the Company adopted on January 1, 2002, eliminates the amortization of goodwill. Goodwill expense was $42,000 in the first
quarter of 2001.

First
quarter interest expense was $0.5 million in 2002, down from $1.1 million in 2001. $0.3 million of the decrease in interest expense was caused by the required
mark-to-market adjustments of the Company's interest rate swap agreements. Lower average interest rates, combined with lower average borrowings caused the remainder of the decline. In the first
quarter of 2002, the Company recorded a $0.1 million loss from its joint venture that produces frozen beverage equipment, compared to $0.1 million of income in the same period of 2001.
Lower manufacturing volumes affected the joint venture's profitability in the 2002 period. Other income of $1.1 million in the first quarter of 2001 includes a $1.0 million gain relating
to the cancellation of a project. The effective tax rate was 37.0% in the first quarter of 2002, compared to 38.7% in the first quarter of 2001. The lower rate in 2002 reflects the fact that a larger
proportion of the Company's income was earned in lower tax jurisdictions. Net income for the first quarter of 2002 was $0.5 million, compared to $0.9 million in the first quarter of
2001.

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Liquidity and Capital Resources

The Company's principal sources of liquidity are cash flows from operations and amounts available under the Company's existing lines of credit. The Company has
met, and currently expects that it will continue to meet, substantially all of its working capital and capital expenditure requirements, as well as its debt service requirements, with funds provided
by operations and borrowings under its credit facilities. The Company is in compliance with, or has obtained waivers of, the financial covenants contained in the credit agreement that governs the
Company's primary credit facilities.

Cash
provided by operating activities was $1.2 million in the first three months of 2002, compared to $0.8 million in the same period last year. Accounts receivable rose
$2.6 million during the 2002 period in part because of changes in credit terms granted to several customers. The Company made capital expenditures of $0.5 million in the 2002 period,
primarily for production tooling and equipment. Additionally, pursuant to a relocation agreement, the Company bought the home of an officer for $0.4 million. The capital spending was financed
with net cash provided by operating activities.

Accounting Matters

The Company maintains a DISC in order to defer income taxes on its foreign sales. At the same time, the Code was amended to permit the creation of a Foreign Sales
Corporation ("FSC"). Under the current Code, the FSC is no longer a separate foreign sales entity. A new category of incomeextraterritorial income has been created. Under the Code, as
amended, a portion of the extraterritorial income is subject to federal income taxes, while a portion is permanently exempt from federal income taxes. Current tax regulations prevent the Company from
maintaining the DISC and have qualifying foreign trade income concurrently. At the time of liquidation of the DISC, the Company would be required to provide for federal income taxes on the
$2.4 million of undistributed earnings of the DISC, for which federal income taxes have not previously been provided. The Company would be able to pay such federal income taxes over a ten-year
period.

The
Company elected to treat the Brazilian subsidiary as a partnership for U.S. tax purposes for the year ended December 31, 1999. This election has enabled the Company to
recognize for U.S. income tax purposes a loss of $7.7 million on its investment in the Brazilian operation. The Internal Revenue Service (the "Service") is examining the Company's U.S. income
tax return for 1999 including the deduction of the loss on its investment in the Brazilian operation, and has proposed the disallowance of the deduction. The Company believes that the Service's
proposal is without merit, and intends to vigorously defend its position. The Company does not believe that any significant adjustments will be required as a result of this examination.

Item 3Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes in the Company's market risk factors since December 31, 2001.

Part IIOther Information

Item 6Exhibits and Reports on Form 8-K



10

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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
thereunto duly authorized.

LANCER CORPORATION

(Registrant)

|May 10, 2002 |  | By: |  | /s/GEORGE F. SCHROEDERGeorge F. Schroeder President and
CEO
|------------ |  | --- |  | -----------------------------------------------------------
|May 10, 2002 |  | By: |  | /s/MARK L. FREITASMark L. Freitas Vice PresidentController

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