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     L I D J I & D O R E Y

                    attorneys • a professional corporation

December 22, 2005

Via Edgar and Telecopy (202.772.9368)

Pamela A. Long

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Station Place

100 F Street, N.E.

Washington, D.C. 20549-7010

    Re:

    Lancer Corporation (the “Company”)

    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 Ms. Long:

     This letter is in response to the comments of the Securities and Exchange Commission (the
“Commission”) contained in its letter of December 21, 2005, to Christopher D. Hughes, the
Company’s Chief Executive Officer. On behalf of the Company, we submit the following responses to
your comment letter. Each of your comments has been retyped below and is followed by our response.

Reasons for the Merger, page 26

    1.

    Refer to the last paragraph on page 29. Explain briefly the meaning of part 13 of the Texas
Business Corporation Act from which the board of directors resolved to exempt the transactions
covered by the merger agreement.

    Response: A brief explanation of Part 13 of the Texas Business Corporation Act has been
added to the last paragraph on page 23 before the heading “Recommendation of the Company’s
Board of Directors” immediately following the reference to Part 13. A revised page 23
marked to show all changes is attached to this letter.

Change of Control Payments Under Existing Employment Agreements, page 40

    2.

    Refer to prior comment 15. As requested previously, clarify whether Messrs. Christopher D.
Hughes and Mark L. Freitas will receive the benefits of these agreements as a result of the
merger transaction. We note the last bullet point on page 41 of the supplemental materials
provided in response to prior comment 7.

    Response: The Company will have no obligation to pay either Mr. Freitas or Mr. Hughes any
severance payments as a result of the merger transaction. However, severance payments will
be due if and only if after the merger (a) the executive terminates his employment for good
reason

500 N.
Akard    Suite 3500    Dallas, Texas 75201

214.774.1200   f 214.774.1212   lidjidorey.com

Securities and Exchange Commission

December 22, 2005

Page 2

    (e.g., relocation outside of the San Antonio, Texas metropolitan area or a
substantial diminution in base salary) or (b) the executive is terminated by the Company
without cause. The Company has revised page 34 of the proxy statement as indicated on the
attached marked page 34 to clarify the circumstances under which the Company will be
required to make the severance payments to Messrs. Freitas and Hughes and has removed any
reference to the term “double trigger.” With respect to the last bullet point on page 41 of
the supplemental materials the Company provided the Commission in response to prior comment
7, the reference to the “double trigger” after a change of control was simply Houlihan Lokey
Financial Advisors’ colloquial reference to the circumstances described above under which
the Company will be required to pay the severance to Messrs. Freitas and Hughes.

    3.

    Disclosure in the last paragraph on page 40 states that if following a change of control the
executive is terminated for good reason or without cause, the executive is entitled to
severance benefits. The phrase “Upon the occurrence of the foregoing double trigger” is
inexact if the occurrence of either alternative suffices to receive the benefits. Please
advise or revise.

    Response: As noted in response to comment number two above, the Company has revised page 34
of the proxy statement as indicated on the attached marked page 34 to clarify the
circumstances under which the Company will be required to make the severance payments to
Messrs. Freitas and Hughes.

     Attached
are the proposed revisions to the Company’s proxy statement based
on the Commission’s comments. In addition, we have updated the
Company’s disclosure under the heading “Litigation Relating
to the Merger” on page 35 to reflect the occurrence of a certain
event since the Company filed its revised preliminary proxy statement
on December 13, 2005.

     We
respectfully request that in light of the limited extent of the
Commission’s remaining comments and the changes to the Schedule
14A occasioned by those comments, the Commission review the attached
marked pages and advise us whether the Commission has any further
comments. If there are no further comments, the Company would like to
include the attached revisions in the definitive Schedule 14A the
Company plans to file with the Commission and mail to stockholders on
December 23, 2005. Please call me at 214.774.1200 if you have any
questions. Otherwise, I will call you later this morning to discuss
the foregoing.

Securities
and Exchange Commission

December 22, 2005

Page 3

           Respectfully submitted,

    cc:

    Christopher D. Hughes

    Wayne Bradley

    Rick Lacher

    Brian M. Lidji

CERTIFICATE

OF

LANCER CORPORATION

     The undersigned, being the Chief Executive Officer of Lancer Corporation
(“Lancer” or the “Company”), does hereby certify as follows:

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

     2. The Company’s comments or changes to the disclosures in response to the Commission’s
comments do not foreclose the Commission from taking any action on the filings; and

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

     IN WITNESS WHEREOF, the undersigned has executed this certificate as of this 22nd
day of December, 2005.

    LANCER CORPORATION

    By:
    /s/ Christopher D. Hughes

    Christopher D. Hughes, Chief Executive Officer

After taking into account all of the factors set forth above, as well as others, our board of
directors unanimously agreed that the benefits of the merger outweighed the risks and that the
transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best
interests of us and our stockholders. Our board of directors has unanimously approved the merger
agreement and the merger and recommends that our stockholders vote to adopt the merger agreement at
the special meeting.

The foregoing discussion is not intended to be exhaustive, but we believe it addresses the material
information and factors considered by the Lancer board of directors in its consideration of the
merger. In view of the number and variety of factors and the amount of information considered, our
board of directors did not find it practicable to quantify or otherwise assign, and did not make
specific assessments of, relative weights to, the specific factors considered in reaching its
determination. In addition, our board of directors did not undertake to make any specific
determination as to whether any particular factor, or any aspect of any particular factor, was
favorable or unfavorable to its ultimate determination, and individual members of our board of
directors may have given different weights to different factors.

After deliberation and consideration of various issues related to the proposed merger, our board of
directors determined it to be in our best interest and the best interest of our stockholders to
enter into the merger agreement and consummate the merger on the terms and conditions set forth in
the merger agreement. Our board of directors resolved unanimously to approve and adopt the merger
agreement and the other transactions contemplated by the merger agreement, and declared the merger
advisable to our stockholders. Our board of directors also resolved to approve the stockholder
voting agreement between Hoshizaki and our directors owning approximately 39% of our common stock,
and to exempt the transactions contemplated by the merger agreement and the stockholder voting
agreement from the meaning of Part 13 of the Texas Business Corporation Act.
Part 13 of the Texas Business Corporation Act restricts a buyer from
merging with a public company if it acquires 15% or more of a public
company’s
stock without first obtaining the approval of the public
company’s board of
directors. Because the voting and support agreement could be
interpreted as
an “acquisition” of Lancer stock by Hoshizaki under Part 13,
approval of the voting and support
agreement under Part 13 was advisable to present that agreement
from inadvertently restricting or delaying Hoshizaki’s ability
to consummate the merger if it were approved by Lancer’s
shareholders. Part 13 of the Texas Business Corporation Act restricts
a buyer from merging with a public company if it acquires 15% or more
of a public company’s stock without first obtaining the approval
of the public company’s board of directors. Because the voting
and support agreement could be interpreted as an
“acquisition” if Lancer stock by Hoshizaki under Part 13,
approval of the voting and support agreement under Part 13 was
advisable to prevent that agreement from inadvertently restricting or
delaying Hoshizaki’s ability to consummate the merger if it were
approved by the stockholders of Lancer.

- 23 -

The following table sets forth the amount of cash each of our executive officers and directors will
receive for shares of our common stock and options to purchase our common held by such individual:

    Shares

    Share

    Options

    Option

    Total Cash

     Name

    Position

    Owned

    Value

    Owned

    Value

    Value

    Alfred A. Schroeder

    Director & Employee

    1,214,126

    $
    26,710,772

    37,500

    $
    435,750

    $
    27,146,522

    George F. Schroeder

    Director & Employee

    1,349,819

    $
    29,696,018

    37,500

    $
    435,750

    $
    30,131,768

    Norborne P. Cole

    Director

    5,000

    $
    110,000

    20,450

    $
    250,970

    $
    360,970

    Brian C. Flynn, Jr.

    Director

    58,300

    $
    1,282,600

    40,000

    $
    424,000

    $
    1,706,600

    James F. Gallivan, Jr.

    Director

    570,780

    $
    12,557,160

    10,000

    $
    106,000

    $
    12,663,160

    Olivia F. Kirtley

    Director

    174,200

    $
    3,832,400

    25,450

    $
    303,970

    $
    4,136,370

    Richard C. Osborne

    Director

    10,000

    $
    220,000

    20,450

    $
    250,970

    $
    470,970

    Harold R. Schmitz

    Director

    332,000

    $
    7,304,000

    10,000

    $
    106,000

    $
    7,410,000

    Christopher D. Hughes

    Chief Executive Officer

    11,265

    $
    247,830

    90,000

    $
    1,203,250

    $
    1,451,080

    Mark L. Freitas

    Chief Financial Officer

    2,017

    $
    44,374

    24,000

    $
    312,509

    $
    356,883

    Stonewall J. Fisher

    General Counsel

    25,749

    $
    566,478

    0

    $
    0

    $
    566,478

Change of Control Payments Under Existing Employment Agreements

In September 2004, we entered into employment agreements with Christopher D. Hughes, our Chief
Executive Officer, and Mark L. Freitas, our Chief Financial Officer, that provide for certain
severance benefits if following a change of control such as the
proposed merger, either (a) the executive terminates his employment for good reason (e.g., relocation outside of the San
Antonio, Texas metropolitan area or a substantial diminution in base
salary) or (b) the executive is terminated by the Company without cause. The severance benefits provided in their
respective agreements are $165,000 in the case of Mr. Freitas
and $375,000 in the case of Mr. Hughes plus, on a pro
rata basis, any bonus earned and declared by Lancer for the calendar year during which the
termination event shall have occurred. At Lancer’s option, the severance payments can be made in
one lump sum or over 12 months in the case of Mr. Freitas and 18
months in the case of Mr. Hughes.

Option Agreements with Change of Control Provisions

Our 1996 and 2002 stock option plans provide that upon a change in control of Lancer, all unvested
portions of then outstanding options immediately vest. The pending merger would constitute a
change of control under our stock option plans.

Stock Ownership

Many of our officers and directors beneficially own shares of common stock. For a further
description of these stock holdings, see “Security Ownership of Certain Beneficial Owners and
Management,” beginning on page 55.

- 34 -

Indemnification, Insurance and Employee Benefits

The merger agreement provides for director and officer indemnification and insurance, and for the
continuation of certain employee benefits. We describe these provisions in “The Merger
Agreement-Indemnification and Insurance” and “The Merger Agreement-Employee Benefits.”

New Employment Arrangements Following the Merger

George Schroeder and Jud Schroeder, each of whom are currently employed in the
non-executive officer positions of co-founders of Lancer, entered into an employment agreement,
dated as of October 18, 2005, with Hoshizaki pursuant to which each agreed to a three year
employment and non-compete agreement at their current base salary of $250,000 per year plus current
benefits. The employment agreements will not become effective until the consummation of the
merger. Under the terms of their new employment agreements with the surviving corporation, George
Schroeder will be employed as the Founder in Charge of Integration, and Jud Schroeder will be
employed as the Founder in Charge of Research and Development, with the duties and responsibilities
specifically assigned to each of them from time to time by the President of the surviving
corporation. In the event their employment is terminated by either party for any reason, except
for the termination by Hoshizaki or its assigns upon a conviction of a felony, the annual payments
must continue through the end of the non-compete period. In addition, Jud Schroeder’s agreement
contains a provision regarding the sharing between himself and Hoshizaki, following the merger, of
certain technology of the Company relating to a syrup bag delivery system, the patent application
for which was denied by the United States Patent and Trademark Office. That provision splits
equally the ownership of the affected technology and the costs of pursuing the technology between
Mr. Jud Schroeder and Hoshizaki.

Delisting and Deregistration of Our Common Stock

If the merger is completed, our common stock will be delisted from the AMEX and deregistered under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Lancer will no longer
file periodic reports with the Securities and Exchange Commission.

Litigation Relating to the Merger

As of the date of this proxy statement, we are unaware of any lawsuits filed against us or our
board of directors in connection with the merger. However, on
December 20, 2005, the Company received a one paragraph letter by
telecopy from a lawyer demanding that the Company terminate its
efforts to consummate the merger with Hoshizaki and pursue the offer
proposed by Strategic Buyer One as disclosed above on page 19. The
demand letter does not state the demand is on behalf of any
shareholder of Lancer.

Material U.S. Federal Income Tax Consequences

The following is a discussion of material U.S. federal income tax consequences of the merger to
holders of our common stock. We base this summary on the provisions of the Code, applicable
current and proposed U.S. Treasury Regulations, judicial authority, and administrative rulings and
practice, all of which are subject to change, possibly on a retroactive basis.

For purposes of this discus