SecProbe.io

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December 6, 2005

By facsimile to (214) 774-1212 and U.S. Mail

Mr. Christopher D. Hughes
Chief Executive Officer
Lancer Corporation
6655 Lancer Boulevard
San Antonio, TX 78219

Re:	Lancer Corporation
	Preliminary Proxy Statement on Schedule 14A
	Filed November 10, 2005
Annual Report on Form 10-K for the fiscal year ended December 31,
2004 and Subsequent Exchange Act Reports
	File No. 1-9998

Dear Mr. Hughes:

	We conducted only a legal review of the filings and have the
comments below.  Where indicated, we think that you should revise
the
documents in response to the comments.  If you disagree, we will
consider your explanation why a comment is inapplicable or a
revision
is unnecessary.  Be as detailed as necessary in your explanation.
To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information.  We may raise additional
comments after reviewing this information.

	Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your documents.  We look forward to working with you
to
achieve these objectives.  We welcome any questions that you may
have
about comments or any other aspect of our review.  You may call us
at
the telephone numbers listed at the end of this letter.

Pre14A

1. A summary term sheet beginning on the first or second page of
your
document is required by Item 1001 of Regulation M-A.  See Item
14(b)(1) of Schedule 14A.  If you intend for your summary section
to
serve as your term sheet, move it forward to begin on the first or
second page of the document.

Questions and Answers about the Special Meeting and the Merger,
page
1

2. You repeat information from the Q&A section in the summary
section.  The Q&A should not repeat information that appears in
the
summary and vice versa.  For purposes of eliminating redundancies
and
grouping together like information, view the Q&A and the summary
as
one section.  For example, discuss procedural questions such as
voting and appraisal procedures specific to the merger in the Q&A,
and place disclosure of the substantive aspects of the merger in
the
summary.

3. Delete the word "generally" in the fourth Q&A on page 3 and
under
"Material U.S. Federal Income Tax Consequences" on page 10 because
the word "generally" may imply that stockholders cannot rely on
the
disclosure.  Delete also the word "general" and the word "certain"
in
the first sentence on page 37 under "Material U.S. Federal Income
Tax
Consequences" and the words "In general" in the second sentence on
page 38 under "U.S. Holders" for the same reason.

Adjournments and Postponements, page 17

4. You state that signed proxies with no voting instructions will
be
voted for an adjournment, if necessary, to solicit additional
proxies.  Explain briefly that shareholders are being asked to
vote
on the adjournment of a meeting to solicit additional proxies and
that a separate box on the proxy card has been provided for this
purpose.

Background of the Merger, page 19

5. Identify in the fifth paragraph the members of senior
management
meeting with Houlihan Lokey.

Reasons for the Merger, page 23

6. Elaborate on each of the factors as necessary for investors to
understand how consideration of the factors impacted the board of
directors` recommendation.  For example, you list as a factor "the
risks and uncertainties of pursuing other strategic options
available
to us."  How did each factor inform the board of directors`
recommendation?  Review and revise, as necessary, the factors
listed
with this comment in mind.

Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.,
page 27

7. Provide us one copy of any outlines, summaries, reports, or
board
books prepared and furnished by Houlihan Lokey to Lancer`s board
of
directors.

8. Summarize briefly any written or oral presentation by Houlihan
Lokey to Lancer`s board of directors.  We note disclosure in the
last
paragraph on page 22 that Houlihan Lokey`s presentation to the
board
of directors was distributed in advance of the scheduled October
14,
2005 to each member of the board of directors.

Market Multiple Methodology, page 29

9. The discussion of how Houlihan Lokey used the market multiple
methodology to derive an enterprise value or EV is somewhat
unclear.
You state on page 30 that Houlihan Lokey applied selected revenue
and
EBITDA multiples to "certain adjusted operating results of the
Company."  It seems that the relevant operating results to apply
these multiples to would be Lancer`s revenue and EBITDA.  Revise
to
clarify the reference to these operating results.  This comment
applies also to your discussion of the price to earnings and
market
capitalization to net tangible book value multiples.

10. Disclosure in the last paragraph on page 30 states adjustments
were made to the indications of EV that were implied by the
revenue
and EBITDA multiples.  Quantify the impact of these adjustments,
explain why they were made, and discuss how the calculation of EV
of
Lancer differs from the calculation of EV for each of the other
companies that Houlihan Lokey used to generate the ratios used for
this analysis.

11. The discussion how Houlihan Lokey used this methodology to
derive
value per share for Lancer is also somewhat unclear.  You state
that
the impact from the exercise of in the money options was
considered
in determining value per share.  However, options considered to be
"in the money" are those whose exercise price was below the
implied
value per share.  What value per share was used to determine which
options were in the money if the implied value per share already
accounts for these options?

Determination of Fairness, page 33

12. We note disclosure in the second full paragraph on page 34 and
also in the second full paragraph on page D-3 of annex D that "The
Opinion...is not intended to, and does not, confer any rights or
remedies upon any other person." Disclaimers of responsibility
that
in any way state or imply that investors are not entitled to rely
on
the opinion or other limitations on whom may rely on the opinion
are
inconsistent with disclosure relating to the opinion.  Please
revise.
Houlihan Lokey should revise also its opinion filed as annex D to
the
proxy statement to delete this limitation.

13. Revise disclosure in the third paragraph on page 34 to state
that
Houlihan Lokey consents to the use of its opinion and related
disclosure in this proxy statement.  Similarly, Houlihan Lokey
should
remove from its opinion the proviso that inclusion of the opinion
and
its description is subject to its prior approval and include
instead
a clear statement that Houlihan Lokey has consented to these
matters.

14. Disclose in the third full paragraph on page 35 the
compensation
of Houlihan Lokey for its service as financial advisor.  Disclose
separately the amount for the fairness opinion which is not
contingent upon completion of the transaction and the remaining
amount which is contingent upon completion.  Disclose compensation
paid or to be paid to Houlihan Lokey, Houlihan Lokey Capital, and
any
of their affiliates for any other services to Lancer or any
affiliates in the most recent two years.  Alternatively, confirm
to
us that there was none.  See Item 14 of Schedule 14A, Item 9 of
Schedule 13E-3, and Item 1015(b)(4) of Regulation M-A.

Change of Control Payments Under Existing Employment Agreements,
page
36

15. Clarify whether Messrs. Christopher D. Hughes and Mark L.
Freitas
will receive the benefits of these agreements as a result of this
transaction.  If so, quantify the benefits that they will receive.

New Employment Arrangements Following the Merger, page 37

16. State the capacities in which Messrs. Alfred A. and George F.
Schroeder are currently employed by Lancer and will be employed by
Hoshizaki under the new employment agreements.

The Merger Agreement, page 41

17. Revise language in this section`s first paragraph`s third
sentence that can be read to imply that Lancer`s stockholders do
not
have rights under the United States federal securities laws for
disclosures of the merger agreement and other information
contained
in the proxy statement.

18. We note the disclaimers on pages 44 and 45 that the
representations and warranties "may or may not be accurate as of
the
date they were made and do not purport to be accurate as of the
date
of this proxy statement."  You are responsible for considering
whether additional specific disclosures in the proxy statement are
required to put into context information about the representations
and warranties so that the information in the proxy statement is
not
misleading.

Dissenters` Rights, page 59

19. Clarify in this section`s third paragraph that the summary
includes the material provisions of Texas law relating to
dissenters`
rights.

Submission of Stockholder Proposals, page 62

20. Explain briefly in this section`s second paragraph what the
bylaws` requirements for submission of proposals are.

Where You Can Find Additional Information, page 62

21. Include the Commission`s filing number for filings by Lancer
under the Exchange Act.

Current Report on Form 8-K dated October 18, 2005 and filed
October
19, 2005

Exhibit 2.1

22. File a list to identify briefly the contents of all omitted
schedules or similar supplements to the merger agreement.  See
Item
601(b)(2) of Regulation S-K.

Closing

	File a revised Pre14A and an amended 8-K in response to these
comments.  To expedite our review, you may wish to provide us
three
marked courtesy copies of the filings.  Include with the filings a
cover letter tagged as correspondence that keys the responses to
the
comments and any supplemental information requested.  If you think
that compliance with any of the comments is inappropriate, provide
the basis in the letter.  We may have additional comments after
review of the filings, the responses to the comments, and any
supplemental information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosures in the filings reviewed by us to make certain that
they have provided all information that investors require for an
informed decision.  Since Lancer and its management are in
possession
of all facts relating to the disclosures in the filings, they are
responsible for the adequacy and accuracy of the disclosures that
they have made.

      When responding to our comments, provide a written statement
from Lancer acknowledging that:

* Lancer is responsible for the adequacy and accuracy of the
disclosures in the filings.

* Our comments or changes to disclosures in response to our
comments
do not foreclose the Commission from taking any action on the
filings.

* Lancer may not assert our comments as a defense in any
proceedings
initiated by the Commission or any person under the United States`
federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that you provide us in our review of the filings or in
response to our comments on the filings.

      You may direct questions on comments and other disclosure
issues to Edward M. Kelly, Senior Counsel, at (202) 551-3728 or me
at
(202) 551-3760.

Very truly yours,

Pamela A. Long

Assistant Director

cc:	Brian M. Lidji, Esq.
	Michael R. Dorey, Esq.
	Lidji & Dorey
	500 North Akard, Suite 3500
	Dallas, TX 75201

Mr. Christopher D. Hughes
December 6, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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