UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

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, 2004 |  | Commission file number 0-13875
|------------------------------------ |  | ------------------------------

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

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

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

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.

Yes o    No ý

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes o    No ý

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
June 22, 2004
|-------------------------------------- |  | --------------------------------------
|Common stock, par value $.01 per share |  | 9,432,121                             



---





Part IFinancial Information

Item 1Financial Statements

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

|                                                                     |                                                | March 31,
2004                       |                      | December 31,
2003 |       
|-------------------------------------------------------------------- | ---------------------------------------------- | ------------------------------------ | -------------------- | ----------------- | ------
|Current assets:                                                      |                                                |                                      |                      |                   |       
|                                                                     | Cash                                           |                                      | $                    | 2,845             |       
|                                                                     | Receivables:                                   |                                      |                      |                   |       
|                                                                     |                                                | Trade accounts and notes             |                      |                   | 16,602
|                                                                     |                                                | Other                                |                      |                   | 1,038 
|                                                                     |                                                |                                      |                      |                   |       
|                                                                     |                                                |                                      | 17,640               |                   |       
|                                                                     |                                                | Less allowance for doubtful accounts |                      |                   | (707  
|                                                                     |                                                |                                      |                      |                   |       
|                                                                     |                                                |                                      | Net receivables      |                   |       
|                                                                     | Inventories                                    |                                      |                      | 22,817            |       
|                                                                     | Prepaid expenses                               |                                      |                      | 1,314             |       
|                                                                     | Tax refund receivable                          |                                      |                      |                  |       
|                                                                     | Deferred tax asset                             |                                      |                      | 567               |       
|                                                                     |                                                |                                      |                      |                   |       
|                                                                     |                                                |                                      | Total current assets |                   |       
|                                                                     |                                                |                                      |                      |                   |       
|Property, plant and equipment, at cost:                              |                                                |                                      |                      |                   |       
|                                                                     | Land                                           |                                      |                      | 1,431             |       
|                                                                     | Buildings                                      |                                      |                      | 22,211            |       
|                                                                     | Machinery and equipment                        |                                      |                      | 23,717            |       
|                                                                     | Tools and dies                                 |                                      |                      | 12,715            |       
|                                                                     | Leaseholds, office equipment and vehicles      |                                      |                      | 10,680            |       
|                                                                     | Assets in progress                             |                                      |                      | 2,092             |       
|                                                                     |                                                |                                      |                      |                   |       
|                                                                     |                                                |                                      | 72,846               |                   |       
|                                                                     | Less accumulated depreciation and amortization |                                      |                      | (39,360           | )     
|                                                                     |                                                |                                      |                      |                   |       
|                                                                     |                                                | Net property, plant and equipment    |                      |                   | 33,486
|                                                                     |                                                |                                      |                      |                   |       
|Long-term receivables                                                |                                                |                                      | 10                   |                   |       
|Long-term investments                                                |                                                |                                      | 1,989                |                   |       
|Intangibles and other assets, at cost, less accumulated amortization |                                                |                                      | 4,716                |                   |       
|                                                                     |                                                |                                      |                      |                   |       
|                                                                     |                                                | $                                    | 84,677               |                   | $     
|                                                                     |                                                |                                      |                      |                   |       

See
accompanying notes to consolidated financial statements.

2

---





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

|                                               |                                                                        | March 31,
2004                                                                                                                           |        | December 31,
2003 |       
|---------------------------------------------- | ---------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------- | ------ | ----------------- | ------
|Current liabilities:                           |                                                                        |                                                                                                                                          |        |                   |       
|                                               | Accounts payable                                                       |                                                                                                                                          | $      | 7,415             |       
|                                               | Current installments of long-term debt                                 |                                                                                                                                          |        | 2,737             |       
|                                               | Line of credit with bank                                               |                                                                                                                                          |        | 2,000             |       
|                                               | Deferred licensing and maintenance fees                                |                                                                                                                                          |        | 935               |       
|                                               | Accrued expenses and other liabilities                                 |                                                                                                                                          |        | 6,894             |       
|                                               | Taxes payable                                                          |                                                                                                                                          |        | 324               |       
|                                               |                                                                        |                                                                                                                                          |        |                   |       
|                                               |                                                                        | Total current liabilities                                                                                                                |        |                   | 20,305
|Deferred tax liability                         |                                                                        |                                                                                                                                          | 1,109  |                   |       
|Long-term debt, excluding current installments |                                                                        |                                                                                                                                          | 7,882  |                   |       
|Deferred licensing and maintenance fees        |                                                                        |                                                                                                                                          | 2,281  |                   |       
|Other long-term liabilities                    |                                                                        |                                                                                                                                          | 110    |                   |       
|                                               |                                                                        |                                                                                                                                          |        |                   |       
|                                               |                                                                        | Total liabilities                                                                                                                        |        |                   | 31,687
|                                               |                                                                        |                                                                                                                                          |        |                   |       
|Commitments and contingencies                  |                                                                        |                                                                                                                                          |        |                   |       
|Shareholders' equity:                          |                                                                        |                                                                                                                                          |        |                   |       
|                                               | Preferred stock, without par value                                     |                                                                                                                                          |        |                   |       
|                                               | 5,000,000 shares authorized; none issued                               |                                                                                                                                          |        |                  |       
|                                               | Common stock, $.01 par value:                                          |                                                                                                                                          |        |                   |       
|                                               |                                                                        | 50,000,000 shares authorized; 9,432,119 issued and 9,367,893 outstanding in 2004, and 9,426,121 issued and 9,361,895 outstanding in 2003 |        |                   | 94    
|                                               | Additional paid-in capital                                             |                                                                                                                                          |        | 12,878            |       
|                                               | Accumulated other comprehensive loss                                   |                                                                                                                                          |        | 35                |       
|                                               | Deferred compensation                                                  |                                                                                                                                          |        | (67               | )     
|                                               | Retained earnings                                                      |                                                                                                                                          |        | 40,410            |       
|                                               | Less common stock in treasury, at cost; 64,226 shares in 2004 and 2003 |                                                                                                                                          |        | (360              | )     
|                                               |                                                                        |                                                                                                                                          |        |                   |       
|                                               |                                                                        | Total shareholders' equity                                                                                                               |        |                   | 52,990
|                                               |                                                                        |                                                                                                                                          |        |                   |       
|                                               |                                                                        | $                                                                                                                                        | 84,677 |                   | $     
|                                               |                                                                        |                                                                                                                                          |        |                   |       

See
accompanying notes to consolidated financial statements.

3

---





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

|                                             |                                                           | Three Months Ended                                           |          
|-------------------------------------------- | --------------------------------------------------------- | ------------------------------------------------------------ | ---------
|
|Net sales                                    |                                                           | $                                                            | 29,507   
|Cost of sales                                |                                                           |                                                              | 20,906   
|                                             |                                                           |                                                              |          
|                                             | Gross profit                                              |                                                              |          
|Selling, general and administrative expenses |                                                           |                                                              | 7,512    
|                                             |                                                           |                                                              |          
|                                             | Operating income                                          |                                                              |          
|                                             |                                                           |                                                              |          
|Other (income) expense:                      |                                                           |                                                              |          
|                                             | Interest expense                                          |                                                              |          
|                                             | (Income) loss from joint ventures                         |                                                              |          
|                                             | Minority interest                                         |                                                              |          
|                                             | Other income, net                                         |                                                              |          
|                                             |                                                           |                                                              |          
|                                             |                                                           |                                                              | (397     
|                                             |                                                           |                                                              |          
|                                             |                                                           | Income (loss) from continuing operations before income taxes |          
|Income tax expense (benefit):                |                                                           |                                                              |          
|                                             | Current                                                   |                                                              |          
|                                             | Deferred                                                  |                                                              |          
|                                             |                                                           |                                                              |          
|                                             |                                                           |                                                              | 541      
|                                             |                                                           |                                                              |          
|                                             | Income (loss) from continuing operations                  |                                                              |          
|Discontinued operations:                     |                                                           |                                                              |          
|                                             | Loss from operations of discontinued Brazilian subsidiary |                                                              |          
|                                             | Income tax benefit                                        |                                                              |          
|                                             |                                                           |                                                              |          
|(Income) loss from discontinued operations   |                                                           |                                                              |         
|                                             |                                                           |                                                              |          
|                                             | Net earnings (loss)                                       |                                                              | $        
|                                             |                                                           |                                                              |          
|Common Shares Outstanding:                   |                                                           |                                                              |          
|Basic                                        |                                                           |                                                              | 9,367,431
|Diluted                                      |                                                           |                                                              | 9,471,713
|Earnings Per Share:                          |                                                           |                                                              |          
|Basic                                        |                                                           |                                                              |          
|                                             | Earnings (loss) from continuing operations                |                                                              | $        
|                                             | Earnings from discontinued operations                     |                                                              | $        
|                                             |                                                           |                                                              |          
|Net earnings                                 |                                                           | $                                                            | 0.10     
|                                             |                                                           |                                                              |          
|Diluted                                      |                                                           |                                                              |          
|                                             | Earnings (loss) from continuing operations                |                                                              | $        
|                                             | Earnings from discontinued operations                     |                                                              | $        
|                                             |                                                           |                                                              |          
|Net earnings                                 |                                                           | $                                                            | 0.10     
|                                             |                                                           |                                                              |          

See
accompanying notes to consolidated financial statements.

4

---





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

|                                        |                                                                                                     | Three Months Ended                                     |                        
|--------------------------------------- | --------------------------------------------------------------------------------------------------- | ------------------------------------------------------ | -----------------------
|
|Cash flow from operating activities:    |                                                                                                     |                                                        |                        
|                                        | Net earnings (loss)                                                                                 |                                                        | $                      
|                                        | Adjustments to reconcile net earnings (loss) 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             |                        
|                                        |                                                                                                     | (Income) loss from joint ventures                      |                        
|                                        |                                                                                                     | Stock-based compensation expense                       |                        
|                                        |                                                                                                     | Changes in assets and liabilities:                     |                        
|                                        |                                                                                                     |                                                        | Receivables            
|                                        |                                                                                                     |                                                        | Prepaid expenses       
|                                        |                                                                                                     |                                                        | Income taxes receivable
|                                        |                                                                                                     |                                                        | Inventories            
|                                        |                                                                                                     |                                                        | Other assets           
|                                        |                                                                                                     |                                                        | Accounts payable       
|                                        |                                                                                                     |                                                        | Accrued expenses       
|                                        |                                                                                                     |                                                        | Income taxes payable   
|                                        |                                                                                                     |                                                        |                        
|                                        | Net cash provided by (used in) operating activities                                                 |                                                        |                        
|                                        |                                                                                                     |                                                        |                        
|Cash flow from investing activities:    |                                                                                                     |                                                        |                        
|                                        |                                                                                                     | Proceeds from sale of assets                           |                        
|                                        |                                                                                                     | Acquisition of property, plant and equipment           |                        
|                                        |                                                                                                     | Proceeds from sale (purchase) 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          |                        
|                                        |                                                                                                     | Net proceeds from exercise of stock options            |                        
|                                        |                                                                                                     |                                                        |                        
|                                        | Net cash provided by financing activities                                                           |                                                        |                        
|                                        |                                                                                                     |                                                        |                        
|Effect of exchange rate changes on cash |                                                                                                     |                                                        | (140                   
|                                        |                                                                                                     |                                                        |                        
|Net increase (decrease) in cash         |                                                                                                     |                                                        | 1,716                  
|Cash at beginning of period             |                                                                                                     |                                                        | 1,129                  
|                                        |                                                                                                     |                                                        |                        
|Cash at end of period                   |                                                                                                     | $                                                      | 2,845                  
|                                        |                                                                                                     |                                                        |                        

See
accompanying notes to consolidated financial statements.

5

---





LANCER CORPORATION        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     Organization and Basis of Presentation

Lancer Corporation (the "Company") designs, engineers, manufactures and markets fountain soft drink and other beverage dispensing systems and related equipment
for use in the food service and beverage industry. The Company sells its products through Company personnel, and through independent distributors and agents, principally to major soft drink companies
(primarily The Coca-Cola Company), bottlers, equipment distributors, beer breweries and food service chains for use in various food and beverage operations. Lancer is a vertically
integrated manufacturer, fabricating a significant portion of the components used in Company products. Lancer was incorporated in Texas in 1967.

Management
believes 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, 2003 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

In December 2003, the FASB issued FASB Interpretation No. 46 (revised December 2003)("Interpretation 46"), "Consolidation of Variable
Interest Entities." Application of this interpretation is required in our financial statements for interests in variable interest entities that are considered to be special-purpose entities for the
year ended December 31, 2003. The Company determined that it does not have any arrangements or relationships with special-purpose entities. Application of Interpretation 46 for all other types
of variable entities is required for our Company effective March 31, 2004.

Interpretation
46 addresses the consolidation of business enterprises to which the usual condition (ownership of a majority voting interest) of consolidation does not apply. This
interpretation focuses on controlling financial interests that may be achieved through arrangements that do not involve voting interests. It concludes that in the absence of clear control through
voting interests, a company's exposure (variable interest) to the economic risks and potential rewards from the variable interest entity's assets and activities are the best evidence of control. If an
enterprise holds a majority of the variable interests of an entity, it would be considered the primary beneficiary. The primary beneficiary is required to include assets, liabilities and the results
of operations of the variable interest entity in its financial statements.

SFAS
No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities," issued in April 2003, amends and clarifies financial accounting and reporting
for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under FASB Statement
No. 133, "Accounting for Derivative Instruments and Hedging Activities." The Statement is generally effective for contracts entered into or modified after June 30, 2003. The adoption of
SFAS No. 149 did not have a material impact on the Company's financial statements.

SFAS
No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity," issued in May 2003, establishes standards for how an
issuer classifies and

6

---



measures
certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances). Many of those instruments were previously classified as equity. The Statement is effective for financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatorily redeemable financial instruments of nonpublic entities. The
adoption of SFAS No. 150 did not have a material impact on the Company's financial statements.

3.     Discontinued Operations

During the quarter ended June 30, 2002, the Company decided to close its Brazilian subsidiary. Accordingly, the Company has reported the results of
operations of the Brazilian subsidiary as discontinued operations in the Consolidated Statements of Operations.

Certain
information with respect to the discontinued Brazilian operation for the three months ended March 31, 2004 and 2003 is as follows (amounts in thousands):

Three Months EndedMarch 31,
2004

March 31,
2003Net sales

$


$
Pretax loss from discontinued operations





Pretax loss on disposal of discontinued operations, net of tax





44Income tax benefit





(737
)(Income) loss from discontinued operations

$


$
(693
)


During
the first quarter of 2003, the IRS completed its audit of the Company's deduction of its investment in the Brazilian operations, and other matters. As a result, the Company
reversed certain tax accruals resulting in a tax benefit of $0.7 million from discontinued operations for the year ended December 31, 2003.

Assets
and liabilities of the discontinued operation are as follows (amounts in thousands):

March 31,
2004

December 31,
2003Current assets




$
Property, plant and equipment, net





Current liabilities


(1,227
)

(1,208
)Net liabilities of discontinued operation

$
(1,227
)
$
(1,208
)


Current
liabilities include a $1.196 million note payable that was due on December 31, 2001. The note payable is more fully described in Note 5 to the Company's
consolidated financial statements for the year ended December 31, 2003.

7

---



4.     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 (amounts in thousands):

March 31,
2004

December 31,
2003Finished goods

$
8,194

$
9,327Work in process


5,821


6,504Raw material and supplies


8,802


8,671$
22,817

$
24,502


During
2003, the Company took a charge of approximately $1.2 million on inventory unlikely to be used as intended in the production of a customer's beverage dispensing platform.
The Company believes there are no significant alternative uses for the inventory. Lancer is seeking reimbursement from the customer, but can make no assurance that it will be successful in obtaining
the reimbursement. If it were to receive reimbursement in the future, Lancer would recognize income of approximately $1.2 million.

5.     Net 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 104,282 shares for the three months ended
March 31, 2004. Basic and diluted earnings per share are the same for the three months ended March 31, 2003. Options to purchase approximately 98,550 and 85,550 shares in three months
ended March 31, 2004 and 2003, respectively, were outstanding but were not included in the computation because the exercise price is greater than the average market price of the common shares.

6.     Stock Compensation Plans

The Company utilizes the intrinsic value method required under provisions of APB Opinion No. 25 and related interpretations in measuring stock-based
compensation for employees. If the Company had elected to recognize compensation cost based on the fair value of the options granted at grant date as prescribed by SFAS No. 123, net earnings
and net earnings per share would have been

8

---



adjusted
to the pro forma amounts indicated in the table below (amounts in thousands, except share data):

March 31,
2004

March 31,
2003Net earnings (loss)as reported

$
945

$
(317
)Add: Total stock-based compensation expense determined under the intrinsic value method, net of tax


17


19Deduct: Total stock-based compensation expense determined under fair value based method for all awards, net of tax


(30
)

(28
)Net earnings (loss)pro forma

$
932

$
(326
)Net earnings (loss) per basic shareas reported

$
0.10

$
(0.03
)Net earnings (loss) per basic sharepro forma

$
0.10

$
(0.03
)Net earnings (loss) per diluted shareas reported

$
0.10

$
(0.03
)Net earnings (loss) per diluted sharepro forma

$
0.10

$
(0.03
)Weighted-average fair value of options, granted during the period

$

(1)
$
5.15


---

The
fair value of each option granted in the three months ended March 31, 2004 and 2003, respectively, is estimated on the date of grant using the Black-Scholes option-pricing
model with the following assumptions:

|                      |  | Three Months Ended |    
|--------------------- |  | ------------------ | ---
|
|Expected life (years) |  |                   | (1)
|Interest rate         |  |                   | (1)
|Volatility            |  |                   | (1)
|Dividend yield        |  | None               |    

---

7.     Comprehensive Income

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

|                                                |  | Three Months Ended |    
|----------------------------------------------- |  | ------------------ | ---
|
|Net earnings (loss)                             |  | $                  | 945
|Foreign currency gain arising during the period |  |                    | 29 
|Unrealized gain on investment, net of tax       |  |                    |   
|                                                |  |                    |    
|Comprehensive income                            |  | $                  | 974
|                                                |  |                    |    

9

---



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

8.     Income Taxes

The actual tax benefit for the three months ended March 31, 2003 differs from the "expected" tax expense (computed by applying U.S. Federal corporate rate
of 34% to earnings before income taxes) primarily as a result of the factors described below.

In
accordance with SFAS No. 109, no federal income taxes had been provided for the accumulated undistributed earnings of the Company's Domestic International Sales Corporation
(the "DISC") as of December 31, 1992. On December 31, 1992, the accumulated undistributed earnings of the DISC totaled $2.4 million. During the three months ended March 31,
2003, the Company decided to terminate the DISC election and recorded $0.8 million in income tax expense for the taxes due prior to December 31, 1992.

During
the first quarter of 2003, the IRS completed its audit of the Company's deduction of its investment in the Brazilian operations, and other matters. As a result, the Company
reversed certain tax accruals in the three months ended March 31, 2003, resulting in an income tax benefit of $1.1 million. Of this benefit, $0.7 million related to the Brazilian
operations was reclassified from tax benefits of continuing operations to tax benefits of discontinued operations for the three months ended March 31, 2003. See Note 3.

9.     Segment and Geographic Information

The Company is 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.

|                                  |                         | North
America |   | Latin
America |  | Asia/
Pacific |       | Europe |   | Corporate |  | Total |      
|--------------------------------- | ----------------------- | ------------- | - | ------------- |  | ------------- | ----- | ------ | - | --------- |  | ----- | -----
|
|Three months ended March 31, 2004 |                         |               |   |               |  |               |       |        |   |           |  |       |      
|                                  | Total revenues          |               | $ | 18,336        |  | $             | 1,094 |        | $ | 6,620     |  | $     | 3,457
|                                  | Operating income (loss) |               |   | 4,124         |  |               | (162  | )      |   | 717       |  |       | 567  
|Three months ended March 31, 2003 |                         |               |   |               |  |               |       |        |   |           |  |       |      
|                                  | Total revenues          |               | $ | 18,509        |  | $             | 1,938 |        | $ | 4,919     |  | $     | 1,508
|                                  | Operating income (loss) |               |   | 1,281         |  |               | 473   |        |   | 567       |  |       | 8    

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

10.   Product Warranties

The Company generally warrants its products against certain manufacturing and other defects. These product warranties are provided for specific periods of time
from the date of sale. As of March 31, 2004 and December 31,2003, the Company has accrued $0.7 million and $0.5 million, respectively, for estimated product warranty
claims. The accrued product warranty costs are based primarily on actual warranty claims as well as current information on repair costs. Warranty claims

10

---



expense
for the three months ended March 31, 2004 and March 31, 2003 were $0.06 million and $0.12 million.

Amounts in thousandsJanuary 1, 2004

$
586Liabilities accrued for warranties issued during the period


161Warranty claims paid during the period


(60
)March 30, 2004

$
687


11.   Other Guaranties

During 2003, Lancer FBD Partnership, Ltd., of which the Company owns 50%, obtained a $1.5 million revolving credit facility from a bank. The Company
guaranteed the repayment of the debt. In accordance with FIN 45, the Company has recorded a liability of $22,500, which represents the estimated value of the guaranty. Additionally, the Company
guaranteed a $0.75 million revolving credit facility payable by Moo Technologies, LLC (50% owned by the Company) to a bank. The Company recorded a liability of $11,250 in 2003, which represents
the estimated value of the guaranty. Moo
Technologies, LLC is a developmental stage company that reported an operating loss and no operating revenue in 2003.

12.   Other Matters

In June 2003, the Audit Committee of the Company's Board of Directors (the "Audit Committee") began conducting an internal investigation (the
"Investigation"). The Investigation was related to allegations raised by a lawsuit against The Coca-Cola Company by a former Coca-Cola employee, Matthew Whitley. Although the
Company was not a defendant to the lawsuit, certain allegations contained in the lawsuit specifically involved the Company. The Investigation was later expanded to include allegations raised in
certain press articles.

The
Company's former independent auditors, KPMG LLP, advised that, until the Investigation was complete, they would not be able to complete their review of the Company's consolidated
financial statements for the second and third quarters of 2003. Therefore, the Company was unable to file its quarterly reports for the second and third quarters with the Securities and Exchange
Commission (the "SEC"). On December 5, 2003, the Company provided financial information for the second and third quarters of 2003 in exhibits to a Form 8-K, in order to
provide information to the investing public while the Investigation continued.

The
Company's inability to file its quarterly report for the second quarter of 2003 with the SEC on a timely basis violated the American Stock Exchange ("AMEX") continued listing
standards, specifically Section 1003(d) of the AMEX Company Guide. The Company submitted a formal action plan to regain compliance with AMEX on September 30, 2003 and AMEX accepted the
plan on October 8, 2003. Since the initial acceptance, the Company has had to revise the plan with the approval of AMEX in order to accommodate new developments, including the Company's
inability to file its annual report on Form 10-K for 2003 and its quarterly report on Form 10-Q for the first quarter 2004. The plan currently indicates that the
Company expects to regain compliance with the listing standards on or near June 30, 2004. By accepting the plan and its revisions, AMEX has provided the Company with an extension of time in
order to regain compliance and is allowing the Company to maintain its listing, subject to periodic progress reviews by the AMEX staff. If the Company does not make progress consistent with the plan
or regain compliance in a time and manner acceptable to AMEX, the AMEX

11

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staff
could initiate delisting procedures. The Company intends to make all efforts to comply fully with the plan, although no assurance can be made that it will achieve compliance by the target date
or otherwise progress in a manner acceptable to AMEX.

In
August of 2003, the United States Attorney's Office for the Northern District of Georgia (the "US Attorney's Office") informed the Company that it was conducting an investigation
arising from allegations raised in a lawsuit against The Coca-Cola Company by a former Coca-Cola employee, Matthew Whitley, and requested certain information, which the Company
supplied. In January 2004, the Company received written notice that the SEC had issued a formal order of investigation that appeared to concern matters which were the subject of the
Investigation. The Company has fully cooperated, and intends to continue to cooperate fully, with both the US Attorney's Office and the SEC investigations. Although the Company is unable at this point
to predict the scope or outcome of these investigations, it is possible that it could result in the institution of administrative, civil injunctive or criminal proceedings, the imposition of fines and
penalties, and/or other remedies and sanctions. The conduct of these proceedings could adversely affect the Company's business. In addition, the Company expects to continue to incur expenses
associated with responding to these agencies, regardless of the outcome, and the efforts and attention of our management team may be diverted from normal business operations. This could adversely
affect our business, financial condition, operating results, and cash flow.

On
January 30, 2004, the Company announced that the Investigation had concluded and the Audit Committee released a general summary of the Investigation findings. On
February 2, 2004, KPMG resigned from its position as independent auditors of the Company. In addition, KPMG withdrew its December 31, 2002, 2001 and 2000 audit reports and advised the
Company that the financial statements and related audit reports should no longer be relied upon. KPMG stated in a letter to the Company that they had determined that likely "illegal acts", which had
been the subject of the Investigation, had come to their attention and that these illegal acts would have a material effect on the Company's financial statements. Additionally, KPMG indicated that
information had come to their attention that caused them to conclude that the Company's accounting for revenue recognition in connection with sales of equipment to Coca Cola North America Fountain in
the years ended December 31, 2001 and 2002 is "not correct" and has raised concerns that the accounting is not correct in each of the three quarters of fiscal year 2003. The Company has filed
the letters from KPMG which outline these assertions and have responded to them in a Form 8-K, filed with the SEC on February 10, 2004, and two subsequent amendments to that
Form 8-K, filed with the SEC on February 24, 2004 and March 10, 2004, which have also been filed hereto as Exhibits 99.1, 99.2 and 99.3.

On
May 14, 2004, a purported class action, cause number 04-CV-427, naming as defendants the Company, George F. Schroeder, David F. Green and The
Coca-Cola Company was filed in the United States District Court for the Western District of Texas by TDH Partners. The action alleges that the defendants violated Sections 10(b) and 20(a)
of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. Specifically, the complaint alleges that during the period October 26, 2000 to
February 4, 2004, the defendants engaged in a pattern of fraudulent conduct involving the issuance of a series of false and misleading statements because they materially described inaccurately
the nature of Lancer's revenue, with a goal of manipulating the sales of fountain products. The action also alleges that Lancer's public statements failed to fully reveal that it had major
manufacturing problems, which resulted in a high defect rate in its products and that Lancer engaged in a fraudulent scheme with its largest customer, to artificially create demand for a new line of
soda machine dispensers that Lancer was manufacturing for the customer to sell to its commercial customers. No specific amount of

12

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damages
has been claimed. Neither the Company nor George F. Schroeder has been served with the lawsuit as of the date of this filing.

13

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Item 2MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The Company desires to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and
is including this statement for the expressed purpose of availing itself of the protection of the safe harbor with respect to all of such forward-looking statements. These forward-looking statements
describe future plans or strategies and include the Company's expectations of future financial results. The Company's ability to predict results or the effect of future plans or strategies is
inherently uncertain and the Company can give no assurance that those results or expectations will be attained. Factors that could affect actual results include but are not limited to:



These
and other factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements.

The
Company does not undertake and specifically disclaims any obligation to update any forward-looking statements to reflect occurrence of anticipated or unanticipated events or
circumstances after the date of such statements.

The
following discussion should be read in connection with the Company's Consolidated Financial Statements, related notes and other financial information included elsewhere in this
document.

14

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Results of Operations

Revenues by Geographic Segment  (Amounts in thousands)

|              |  |   |        |  |   | % Change | 
|------------- |  | - | ------ |  | - | -------- | 
|
|
|
|North America |  | $ | 18,336 |  | $ | 18,509   | 
|Latin America |  |   | 1,094  |  |   | 1,938    | 
|Asia/Pacific  |  |   | 6,620  |  |   | 4,919    | 
|Europe        |  |   | 3,457  |  |   | 1,508    | 
|              |  |   |        |  |   |          | 
|              |  | $ | 29,507 |  | $ | 26,874   | 
|              |  |   |        |  |   |          | 

Revenues.Net sales for the first quarter ended March 31, 2004 were $29.5 million, up 10% from sales in the
first quarter of 2003.Currency exchange rate fluctuations had a positive impact on sales of 6%. In the North America region, sales declined 1% in the first quarter of 2004 over prior year levels. In
the Latin America region, sales for the 2004 quarter declined 44% from the first quarter last year. Exchange rate fluctuations had a negative effect of 6%, and conditions in the Latin America market
remain weak. Sales in the Asia/Pacific region rose 35%, including the positive effect of 27% from exchange rate movements. During the first quarter of 2004, the Company began to experience improved
demand from some of the developing Asian countries. In Europe, sales rose 129%, due largely to improved shipments of valves. Production issues with one of the Company's valve products negatively
impacted sales in the Europe region in the 2003 period. Additionally, incremental sales in the United Kingdom, where Lancer established an operation in 2003, boosted results for the Europe region.
Finally, sales in the region received a 31% positive impact from exchange rate fluctuations.

Gross margin.Gross margin was 29.2% in the first quarter of 2004, compared to 21.6% in the first quarter last year. The 2004
quarter benefited from higher factory output combined with a strong focus on manufacturing cost controls. Additionally, product mix contributed to higher margin in the 2004 period. Sales of spare
parts and valves were particularly strong.

Operating expenses.Selling, general and administrative expenses were $7.5 million in the first quarter of 2004,
compared to $6.6 million in the same quarter of 2003. The spending increase was caused partly by $0.8 million of costs relating to the investigations conducted by the Audit Committee and
the investigations by the SEC and the US Attorney's Office. There were additional costs in the 2004 period from the ongoing audit of the Company's financial statements for the years 2000 through 2003.
Finally, exchange rate fluctuations caused spending to increase by $0.3 million over the 2003 period.

Non-Operating Income/Expenses.



15

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Net Earnings/Loss.Net earnings were $0.9 million in the first quarter of 2004, compared to a loss of
$0.3 million in the first quarter of 2003. Higher sales and a higher gross margin led to the improved profitability in the 2004 period.

Outlook

During 2003, the Company took a charge of approximately $1.2 million on inventory unlikely to be used as intended in the production of a customer's
beverage dispensing platform. The Company believes there are no significant alternative uses for the inventory. Lancer is seeking reimbursement from the customer, but can make no assurance that it
will be successful in obtaining the reimbursement. If it were to receive reimbursement in the future, Lancer would recognize income of approximately $1.2 million.

During
the first quarter of 2004, the Company incurred $0.8 million of expenses relating to the Investigation conducted by the Audit Committee, and the investigations conducted by
the SEC and the US Attorney's Office. The Company expects to continue to incur expense from the investigations and related matters during 2004. Additionally, the Company expects to incur significant
additional expense in the second quarter of 2004 from the audit of the Company's financial statements for fiscal years 2000, 2001, 2002 and 2003.

Liquidity and Capital Resources

The Company's principal sources of liquidity are cash flows from operations and amounts available under the Company's 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.

Cash Provided by Operations and Capital Expenditures

Cash provided by operating activities was $1.4 million in the first quarter of 2004, compared to cash used in operating activities of $2.4 million
in the same period of 2003. The improvement in 2004 was caused largely by the Company's profitability and a reduction of inventory levels. The Company made capital expenditures of $0.5 million
in the first quarter of 2004, primarily for equipment and tooling.

Debt

The Company has a $1.196 million debt payable outstanding in relation to the Company's discontinued Brazilian operations that was due on
December 31, 2001. The Company has not repaid the debt, pending discussions with the payee relating to settlement of the debt, but it has recorded the balance of the debt plus interest accrued
through March 31, 2004 in its financial statements. During the second quarter of 2003, the payee demanded payment of the debt. The Company has not paid the debt, but has chosen to continue to
discuss the status of the debt in an attempt to reach a settlement.

16

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The
Company can make no assurance that it will be successful in negotiating such a settlement of the debt. The Company believes that it has the liquidity available to pay the debt if the circumstances
so require, assuming that the Company's ability to access cash through its credit facility remains unimpeded. Nonpayment of a material obligation is an event of default under the terms of the
Company's credit facility. The Company's lenders have waived the event of default caused by the nonpayment of the Brazilian debt.

As
of March 31, 2004, the Company maintained a credit facility with three lenders. The credit facility included a $25.0 million revolving loan with a March 31, 2004
balance of $2.0 million, and term loans with a combined March 31, 2004 balance of $9.0 million. On March 31, 2004, the Company had cash of $2.8 million, and unused
availability of $16.4 million under its revolving loan. As of March 31, 2004, the Company may have been in default under certain provisions of its prior credit agreement, as reported by
the Company on a Form 8-K filed with the SEC on April 4, 2004.

Effective
June 30, 2004 the Company entered into an amended and restated credit agreement with its lenders and all prior defaults were waived. The new credit agreement (as was the
case with the prior credit agreement) provides for available borrowings based on certain percentages of accounts receivable and inventory and is collateralized by substantially all of the Company's
assets in the United States. See Part IIOther InformationItem 5Other Matters.

Risk Factors

We Are Currently the Target of Securities Litigation and May Be the Target of Further Actions, Which May Be Costly and Time Consuming to Defend.

On May 14, 2004, a purported class action, cause number 04-CV-427, naming as defendants the Company, George F. Schroeder, David F.
Green and The Coca-Cola Company was filed in the United States District Court for the Western District of Texas by TDH Partners. The action alleges that the defendants violated Sections
10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. Specifically, the complaint alleges that during the period October 26, 2000 to
February 4, 2004, we engaged in a pattern of fraudulent conduct involving the issuance of a series of false and misleading statements because they materially described inaccurately the nature
of our revenue, with a goal of manipulating the sales of fountain products. The action also alleges that our public statements failed to fully reveal that we had major manufacturing problems, which
resulted in a high defect rate in our products and that we engaged in a fraudulent scheme with our largest customer, to artificially create demand for a new line of soda machine dispensers that we
were manufacturing for the customer to sell to their commercial customers. No specific amount of damages has been claimed.

The
ultimate outcome of this matter cannot presently be determined and may require significant commitment of our financial and management resources and time, which may seriously harm our
business, financial condition and results of operations. We cannot assure you that any of the allegations discussed above can be resolved without costly and protracted litigation, and the outcome may
have a materially adverse impact upon our financial position, results of operations and cash flows.

In
addition, securities class action litigation has often been brought against a company following a decline in the market price of its securities. The uncertainty of the currently
pending SEC and US Attorney investigations and litigation could lead to more volatility in our stock price. We may in the future be the target of securities class action claims similar to those
described above.

We are Subject to a Formal SEC Inquiry and an Investigation by the US Attorney.

In August of 2003, the United States Attorney's Office for the Northern District of Georgia (the "US Attorney's Office") informed the Company that it was
conducting an investigation arising from allegations raised in a lawsuit against The Coca-Cola Company by a former Coca-Cola employee,

17

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Matthew
Whitley, and requested certain information, which the Company supplied. In January 2004, the Company received written notice that the SEC had issued a formal order of investigation that
appeared to concern matters which were the subject of the Investigation. The Company has fully cooperated, and intends to continue to cooperate fully, with both the US Attorney's Office and the SEC
investigations. Although the Company is unable at this point to predict the scope or outcome of these investigations, it is possible that it could result in the institution of administrative, civil
injunctive or criminal proceedings, the imposition of fines and penalties, and/or other remedies and sanctions. The conduct of these proceedings could adversely affect the Company's business. In
addition, the Company expects to continue to incur expenses associated with responding to these agencies, regardless of the outcome, and the efforts and attention of our management team may be
diverted from normal business operations which could, in turn adversely affect our business, financial condition, operating results, and cash flow. We intend to continue to cooperate with the SEC and
comply with the SEC's requests for information. We cannot predict when the SEC will conclude its inquiry, or the outcome and impact thereof.

Our Common Stock Has Been Subject to a Delisting Action from The American Stock Exchange.

The Company's common stock is traded on the American Stock Exchange ("AMEX") under the symbol "LAN". Following the Company's inability to file its quarterly
report for the second quarter of 2003 with the SEC on a timely basis, we received notice that we were in violation of the AMEX continued listing standards, specifically Section 1003(d) of the
AMEX Company Guide. The Company submitted a formal action plan to regain compliance with AMEX on September 30, 2003 and AMEX accepted the plan on October 8, 2003. Since the initial
acceptance, the Company has had to revise the plan with the approval of AMEX in order to accommodate new developments, including the Company's inability to file its annual report on
Form 10-K for 2003 and its quarterly report on Form 10-Q for the first quarter 2004. By accepting the plan and its revisions, AMEX provided the Company with an
extension of time in order to regain compliance and allowed the Company to maintain its listing, subject to periodic progress reviews by the AMEX staff. We believe that, by filing this
Form 10-K and past periodic reports that were deficient or missing, that we are now in compliance with Section 1003(d) of the AMEX Company Guide. However, AMEX has not
provided the Company with any final compliance affirmation. If the Company were to continue to be out of compliance or in violation of other AMEX continued listing requirements, AMEX could initiate
delisting procedures. The commencement of such delisting procedures and the potential impact on the price of the Company's common stock could have a material adverse effect on the Company.

Our Vendors, Suppliers and Customers May React Adversely to the Lack of Timely SEC Filings of Our Historical Financial Statements.

Our future success depends in large part on the support of our suppliers and customers, who may react adversely to the lack of timely SEC filings of our
historical financial statementsNegative publicity about us may cause some of our potential customers to defer purchases of our products. Our vendors and suppliers may re-examine their
willingness to do business with us, supply products and services if they lose confidence in our ability to fulfill our commitments.

Provisions in Our Certificate of Incorporation and Bylaws and Texas Law Could Delay or Discourage a Takeover which Could Adversely Affect the Price of
Our Common Stock.

Our board of directors has the authority to issue up to 5 million shares of preferred stock and to determine the price, rights, preferences, privileges,
and restrictions, including voting rights, of those shares without any further vote or action by holders of our common stock. If preferred stock is issued, the voting and other rights of the holders
of our common stock may be subject to, and may be adversely affected by, the rights of the holders of our preferred stock. The issuance of preferred stock

18

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may
have the effect of delaying or preventing a change of control of the Company that could have been at a premium price to our stockholders.

Certain
provisions of our certificate of incorporation and bylaws could discourage potential takeover attempts and make attempts to change management by stockholders difficult. Our board
of directors has the authority to impose various procedural and other requirements that could make it more difficult for our stockholders to effect certain corporate actions. Any vacancy on our board
of directors may be filled by a vote of the majority of directors then in office.

In
addition, certain provisions of Texas law could have the effect of delaying or preventing a change in control of the Company. Section 13.03 of the Texas Business Corporation
Act, for example, prohibits a Texas corporation from engaging in any business combination with any affiliated shareholder for a period of three years from the date the person became an affiliated
shareholder unless certain conditions are met.

The Trading Price of Our Common Stock Has Been, and Is Expected to Continue to Be, Volatile.

The American Stock Exchange, where our stock trades, and stock markets in general, have historically experienced extreme price and volume fluctuations that have
affected companies unrelated to their individual operating performance. The trading price of our common stock has been and is likely to continue to be volatile due to such factors as:



Movements
in prices of equity securities in general may also affect the market price of our common stock.

Reliance Upon The Coca-Cola Company

Substantially more than half of the Company's sales are derived from or influenced by The Coca-Cola Company. Direct sales to The Coca-Cola
Company, the Company's largest customer, accounted for approximately 28%, 35% and 36% of the Company's net sales for the years ended December 31, 2003, 2002 and 2001, respectively. The Company
does not have a long-term supply contract with The Coca Cola Company or its any of its other customers. As a result, The Coca Cola Company has the ability to adversely affect, directly or
indirectly, the volume and price of the products sold by the Company. While the Company does not anticipate the loss or reduction in this business or the imposition or significant price constraints
based upon Lancer's past experience and current relations with The Coca Cola Company, any such occurrence would have a material adverse effect upon the Company and its results of operation.

Competition

The business of manufacturing and marketing beverage dispensing systems and other related equipment is characterized by rapidly changing technology and is highly
competitive, with competition based primarily upon product suitability and reliability, price, product warranty, technical expertise and delivery time. In addition, the Company frequently competes
with companies having substantially

19

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greater
financial resources than the Company. Although the Company believes it has been able to compete successfully in the past, there can be no assurance that it will be able to do so in the future.

Dividends

Since its inception, the Company has not paid, and it has no current plans to pay, cash dividends on the Common Stock. The Company currently intends to retain all
earnings to support the Company's operations and future growth. The payment of any future dividends will be determined by the Board of Directors based upon the Company's earnings, financial condition
and cash requirements, restrictions in financing agreements, business conditions and other factors the Board of Directors may deem relevant. The Company's debt financing agreements prohibit the
payment of dividends without lender approval.

Voting Power

The directors and executive officers of the Company beneficially own approximately 35% of the outstanding shares of the Common Stock. As a result, the directors
and executive officers of the Company will have the ability to affect the vote of the Company's shareholders on significant corporate actions requiring shareholder approval, including mergers, share
exchanges and sales of all or substantially all of the Company's assets. With such voting power, the directors and executive offers of the Company may also have the ability to delay or prevent a
change in control of the Company.

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, 2003.

Item 4Controls and Procedures

An evaluation was carried out under the supervision and with the participation of the Company's management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Securities and Exchange Commission rules). Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective as of the end of the period covered by this
report.

In
January 2004, the Company's Audit Committee completed its investigation, which began in June 2003. During, and at the conclusion of the investigation, the Audit
Committee made recommendations with respect to improvements in the Company's internal controls. The recommendations included supplementing the internal audit function with external resources,
obtaining written confirmation of compliance with the Company's Code of Conduct on a quarterly basis by certain management employees and annually by all employees, and a review by Internal Audit of
electronic and paper record-keeping processes and procedures and implementation of their recommendations. The Company reviewed and made enhancements to electronic and paper record-keeping processes
and procedures during the fourth quarter of 2003 and implemented the other recommendations during 2004. Other than as described above, there have been no significant changes during the fourth quarter
of 2003 in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

On
February 2, 2004, KPMG resigned from its position as independent auditors of the Company. In addition, KPMG withdrew its December 31, 2002, 2001 and 2000 audit reports
and advised the Company that the financial statements and related audit reports should no longer be relied upon. KPMG stated in a letter to the Company that, among other things, they had determined
that likely illegal acts, which had been the subject of the Audit Committee investigation, had come to their attention and that these likely illegal acts would have a material effect on the Company's
financial

20

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statements.
The Company filed a Form 8-K with the SEC on February 10, 2004 (the "Original 8-K") which set forth certain disclosure relating to the KPMG
resignation and the circumstances surrounding the resignation. Subsequently, the Company filed two amendments to the Original 8-K, one filed with the SEC on February 24, 2004 (the
"First Amendment") and the other on March 10, 2004 (the "Second Amendment"). The Original 8-K, First Amendment and Second Amendment are included hereto as Exhibits 99.1, 99.2 and
99.3 respectively and are hereby incorporated by reference in their entirety to this Item 9A.

In
response to the Original 8-K disclosure, KPMG submitted a letter to the Company dated February 20, 2004 (the "KPMG Letter") which was filed with the First Amendment
and is included hereto as part of Exhibit 99.2. The KPMG Letter stated that KPMG believed the investigative report indicated that the Audit Committee's investigation had uncovered evidence as
to the following:



The
Company filed a response to the various assertions stated in (i)-(vi) above in the First Amendment, which is included hereto as Exhibit 99.2. KPMG subsequently supplied
the Company with a letter, which was filed with the Second Amendment and included hereto as part of Exhibit 99.3, that addressed the Company's conclusions contained in the First Amendment.

21

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Part IIOther Information

Item 1Legal Proceedings

In August of 2003, the US Attorney's Office informed the Company that it was conducting an investigation arising from allegations raised in a lawsuit against The
Coca-Cola Company by a former Coca-Cola employee, Matthew Whitley and requested certain information, which the Company supplied. On January 13, 2004, the Company
received written notice that the SEC had issued a formal order of investigation, dated December 2, 2003, that appears to concern matters which were the subject of the Audit Committee
investigation, including allegations contained in the Matthew Whitley lawsuit against the Coca-Cola Company. The Company is unable at this point to predict the scope or outcome of these
investigations. The Company has cooperated, and intends to continue to cooperate, with both the US Attorney's Office and the SEC investigations.

On
May 14, 2004, a purported class action, cause number 04-CV-427, naming as defendants the Company, George F. Schroeder, David F. Green and The
Coca-Cola Company was filed in the United States District Court for the Western District of Texas by TDH Partners. The action alleges that the defendants violated Sections 10(b) and 20(a)
of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. Specifically, the complaint alleges that during the period October 26, 2000 to
February 4, 2004, the defendants engaged in a pattern of fraudulent conduct involving the issuance of a series of false and misleading statements because they materially described inaccurately
the nature of Lancer's revenue,
with a goal of manipulating the sales of fountain products. The action also alleges that Lancer's public statements failed to fully reveal that it had major manufacturing problems, which resulted in a
high defect rate in its products and that Lancer engaged in a fraudulent scheme with its largest customer, to artificially create demand for a new line of soda machine dispensers that Lancer was
manufacturing for the customer to sell to its commercial customers. No specific amount of damages has been claimed. Neither the Company nor George F. Schroeder has been served with the lawsuit as of
the date of this filing.

The
Company intends to vigorously defend itself against Plaintiffs' claims. Due to the uncertainty of litigation, and the early stage of the proceedings, the Company is unable to express
an opinion as to the probable or likely outcome of this litigation or an estimate of the amount or range of potential loss in the event of an unfavorable outcome.

Item 2Not Applicable

Item 3Not Applicable

Item 4Not Applicable

Item 5Other Matters

The Company was formerly a party to the Seventh Amendment and Restated Credit Agreement, as amended (the "Former Credit Agreement") with its lenders. Under
Section 5.1(a) of the Former Credit Agreement, the Company was required to deliver copies of its audited consolidated financial statements
within 95 days of the end of each fiscal year. The Company was not able to provide such audited financial statements in a timely manner, causing it to be in default of the Former Credit
Agreement.

Additionally,
other events or circumstances, including but not limited to, (i) the Company's inability to comply with certain financial covenants, (ii) the Company's
inability to comply with filing requirements under the Exchange Act of 1934, as amended, and (iii) the occurrence of the events

22

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described
in Notes to Consolidated Financial StatementsNote 12Other Matters, which could be deemed to materially and adversely affect the Company, may have also caused
additional defaults under the Former Credit Agreement to have occurred.

Effective
June 30, 2004, the Company and its lenders entered into the Amended and Restated Credit Agreement (the "Credit Agreement"). The Credit Agreement, which amended and
restated the Former Credit Agreement, provides for, among other things, (i) a revolving loan amount of $10.0 million, which was reduced from the prior amount of $25.0 million,
(ii) a maturity date for the revolving loan of January 31, 2005, which was accelerated from the prior maturity of July 15, 2005, (iii) an increased interest rate on
outstanding balances of Base Rate (which generally approximates prime) plus 2%, from performance pricing based on LIBOR (iv) a waiver of the Company's prior defaults and events of default under
the Former Credit Agreement and (v) additional information delivery requirements by the Company, including the delivery of monthly financial statements.

In
addition, due mainly to certain "cross-default" provisions, the Company was also in default under certain of its guaranties and a capital lease. All such defaults have been waived as
of June 30, 2004.

Item 6Exhibits and Reports on Form 8-K



| | 31.1 |  | Certification of Chief Executive Officer of Lancer Corporation pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.                       
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 31.2 |  | Certification of Chief Financial Officer of Lancer Corporation pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.                       
| | 32.1 |  | Certification of Chief Executive Officer of Lancer Corporation Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| | 32.2 |  | Certification of Chief Financial Officer of Lancer Corporation Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| | 99.1 |  | Current report on Form 8-K filed with the Commission on February 10, 2004.                                                                                             
| | 99.2 |  | Amendment to current report on Form 8-K filed with the Commission on February 24, 2004.                                                                                
| | 99.3 |  | Amendment to current report on Form 8-K filed with the Commission on March 10, 2004.                                                                                   



The
Company filed a report on Form 8-K on January 15, 2004 which incorporates by reference the Company's news release announcing that the Securities and
Exchange Commission had issued a formal order of investigation of the Company under the Form 8-K Item 5.

The
Company filed a report on Form 8-K on February 2, 2004 which incorporates by reference the Company's news release announcing the completion of the
investigation conducted by the Company's Audit Committee and the Company's news release announcing the appointment of a new Chief Executive Officer, all under the Form 8-K Item 5.

The
Company filed a report on Form 8-K on February 10, 2004 which discloses the resignation of the Company's independent auditor KPMG, LLP under the
Form 8-K Item 4.

The
Company filed an amendment to the report on Form 8-K (which was originally filed on February 10, 2004) on February 24, 2004 which, under Item 4,
discloses the response of the

23

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independent
auditor to the Company's disclosure relating to their resignation contained in the original Form 8-K and further disclosure from the Company related to the resignation
of the independent auditor.

The
Company filed a report on Form 8-K on March 8, 2004 which discloses the engagement of BDO Seidman, LLP as the Company's new independent auditor under the
Form 8-K Item 4 and that Richard C. Osborne had been elected Chairman of the Company's Board of Directors under the Form 8-K Item 5.

The
Company filed an amendment to the report on Form 8-K (which was originally filed on February 10, 2004) on March 10, 2004 which, under Item 4,
discloses the response of the independent auditor to the Company's disclosure relating to their resignation which was contained in the amendment to the original Form 8-K (which was
filed on February 24, 2004).

The
Company filed a report on Form 8-K on March 29, 2004 which discloses the Company's position regarding an unsolicited mini-tender offer for the
Company's shares of common stock under the Form 8-K Item 5.

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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)

|June 28, 2004 |  | By: |  | /s/ CHRISTOPHER D. HUGHESChristopher D. Hughes Chief Executive Officer
|------------- |  | --- |  | ----------------------------------------------------------------------
|June 28, 2004 |  | By: |  | /s/ MARK L. FREITASMark L. Freitas Chief Financial Officer            

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