As Filed with the Securities              Registration No.33-________
and Exchange Commission on
September 25, 1997.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                    ----------------------------------------

                                  F O R M S - 8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                               Lancer Corporation
-------------------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)

                 Texas                                          74-1591073
-------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                          Identification Number)

 235 West Turbo, San Antonio, Texas                                78216
-------------------------------------------------------------------------------
(Address of Principal Executive Office)                         (Zip Code)


                              Stock Incentive Plan
-------------------------------------------------------------------------------
                            (Full title of the Plans)

                               Alfred A. Schroeder
                    235 West Turbo, San Antonio, Texas 78216
-------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (210) 524-1100
-------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                         Calculation of Registration Fee
------------------------------------------------------------------------------------------------------------
                                            Proposed               Propose maximum
Title of securities      Amount to be       maximum offering       aggregate offering       Amount of
to be registered         registered         price per unit         price                    registration fee
------------------------------------------------------------------------------------------------------------
<S>                        <C>               <C>                    <C>                     <C>
Common Stock
$.01 par value             (1)900,000        (2) $14.75             (2) $13,275,000         (2)$4,022.73
------------------------------------------------------------------------------------------------------------
</TABLE>

(1) This  Registration  Statement also covers such additional  number of shares,
presently undeterminable,  as may become issuable under the Plan in the event of
Common  Stock  dividends,   Common  Stock  splits,   mergers,   reorganizations,
split-ups, combinations, recapitalizations or other changes in Common Stock.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457(g).


<PAGE>

PART I   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information


     Omitted  pursuant to Rule 424  promulgated  by the  Securities and Exchange
Commission (the Commission)  pursuant to the Securities Exchange Act of 1934, as
amended (the 1934 Act).

Item 2.  Registrant Information and Employee Plan Annual Information

     Omitted pursuant to Rule 424 promulgated by the Commission  pursuant to the
1934 Act.













                                       2

<PAGE>


PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The  following  documents  filed by  Lancer  Corporation  (hereinafter  the
Company or the  Registrant)  with the Commission are  incorporated in and made a
part of this  Registration  Statement  by  reference:  Item  1,  Description  of
Registrant s Securities to be Registered,  of Form 8-A dated September 16, 1985;
Annual  Report  on Form  10-K for the  fiscal  year  ended  December  31,  1996;
Quarterly  Report  on Form  10-Q for the  quarter  ended  March  31,  1997;  and
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14, and 15(d) of the 1934 Act after the date of this Registration
Statement, and prior to the filing of a post-effective amendment which indicates
that all securities  offered have been sold or which  deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part thereof from the date of the filing of
such documents.

Item 4. Description of Securities

         Non-applicable.

Item 5. Interests of Named Experts and Counsel

         Non-applicable.

Item 6. Indemnification of Directors and Officers

     Article 2.02(16) of the Texas Business  Corporation Act (the TBCA) empowers
the  Company  to  indemnify  directors,  officers,  employees  and agents of the
Company  and to purchase  liability  insurance  for those  persons to the extent
permitted by Article 2.02-1 of the TBCA.

     Article  2.02-1  of the  TBCA  in  part  provides  that a  corporation  may
indemnify its officers and directors for any liability if it is determined  that
such officer or director (i) conducted  himself in good faith,  (ii)  reasonably
believed,  in the case of  conduct  in his  official  capacity  as an officer or
director,  that his conduct was in the  corporation s best interest,  and in all
other cases, that his conduct was at least not opposed to the corporation s best
interest,  and (iii) in the case of any criminal  proceeding,  had no reasonable
cause to believe that his conduct was  unlawful.  These  determinations  must be
made (i) by a majority  vote of a quorum  consisting of the directors who at the
time of the vote are not named defendants or respondents in the proceeding, (ii)
if such a quorum  cannot be obtained,  by a majority  vote of a committee of the
Board of  Directors,  designated  to act in the matter by a majority vote of all
directors,  consisting  solely of two or more  directors who, at the time of the
vote,  are not named  defendants  or  respondents  in the  proceeding,  (iii) by
special legal  counsel  selected by the Board of Directors or a committee of the
Board by a vote as set forth in (i) or (ii) above,  or, if such a quorum  cannot
be obtained and such a committee vote cannot be established,  by a majority vote
of all directors, or (iv) by the shareholders in a vote that excludes the shares
that are held by directors and officers who are named  defendants or respondents
in the proceeding.

                                       3
<PAGE>

     Under  Article  2.02-1  of  the  TBCA,  an  officer  or a  director  may be
indemnified against judgments,  penalties  (including excise and similar taxes),
fines, settlements,  and reasonable expenses actually incurred by the officer or
director in connection  with the  proceeding,  but if the officer or director is
found liable to the  corporation  or is found liable on the basis that  personal
benefit was improperly received by the officer or director,  the indemnification
(i) is  limited to  reasonable  expenses  actually  incurred  by the  officer or
director  in  connection  with the  proceeding,  and (ii)  shall  not be made in
respect of any proceeding in which the officer or director shall have been found
liable for willful or intentional  misconduct in the  performance of his duty to
the corporation. The termination of a proceeding by judgment, order, settlement,
or conviction, or upon a plea nolo contendere or its equivalent is not of itself
determinative  that the officer or director  did not meet the  requirements  set
forth above. An officer or director shall be deemed to have been found liable in
respect of any claim,  issue or matter only after the officer or director  shall
have been so adjudged by a court of competent  jurisdiction  after exhaustion of
all appeals therefrom.

     Article 2.02-1 of the TBCA authorizes a corporation to pay or reimburse the
reasonable  expenses  incurred by an officer or director in advance of the final
disposition of such proceeding if the corporation receives a written affirmation
by the officer or director of his good faith belief that he has met the standard
of conduct  necessary for  indemnification  as well as a written  undertaking to
repay the amount paid by the corporation if it is ultimately determined that the
officer  or  director  has not  met the  requirements  for  indemnification.  In
addition,  Article  2.02-1 of the TBCA empowers a  corporation  to indemnify and
advance reasonable  expenses to an employee,  agent and certain other persons to
the same extent it may indemnify in advance  expenses to officers and directors.
Finally,  Article  2.02-1 of the TBCA  empowers a  corporation  to purchase  and
maintain  insurance  on behalf of  directors,  officers,  employees,  agents and
certain  other  persons  against any  liability  asserted  against such persons,
whether or not the  corporation  would have the power to indemnify  such persons
against that liability under Article 2.02-1 of the TBCA.

     Under the Company s Bylaws,  the Company  shall,  to the fullest  extent to
which it is empowered to do so by the TBCA or any other  applicable  laws as may
from  time to  time  be in  effect,  indemnify  any  person  who  was,  is or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director  or officer of the Company or is
or was serving at the request of the Company as a director or officer of another
corporation,  partnership, joint venture, trust or other enterprise, against all
expenses  (including  court  costs and  attorneys  fees),  judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding,  provided it is determined in accordance
with  applicable  law that he acted in good faith and in a manner he  reasonably
believed to be in or not opposed to the best interests of the Company.  Expenses
may be  advanced  by the  Company  in  advance  of the  final  disposition  of a
proceeding upon the receipt of an undertaking by him to repay such amount unless
it is ultimately  determined he is entitled to indemnification.  Further,  under
the  Company s Bylaws  the Board of  Directors  has the  power to  purchase  and
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust or other  enterprise,  against any liability
asserted  against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the Company would have the power to indemnify
him against such liability under the Company s Bylaws.

                                       4
<PAGE>

Item 7.  Exemption from Registration Claimed

     On April 1, 1997,  the  Company  issued  81,888  shares of Common  Stock to
Applied  Beverage Systems (1990) Ltd. (ABS) in exchange for all of its assets in
reliance on Section 4(2) of the Securities  Act of 1933, as amended.  On July 8,
1997, a  three-for-two  stock split in the form of a stock  dividend was paid by
the Company on all of its outstanding  Common Stock,  resulting in an additional
40,944 shares of Common Stock issued to ABS.

Item 8.  Exhibits

           *4.1    The Company s Articles of Incorporation, with Amendments.
           *4.2    The Company s Bylaws, with Amendments.
            4.3    The Stock Incentive Plan.
            5.1    Opinion of Matthews & Branscomb.
           23.1    Consent of KPMG Peat Marwick, LLP.
           23.2    Consent of Matthews & Branscomb, P.C. is included in their
                    opinion filed as Exhibit 5.1 of this Registration Statement.
        -------------

     *These  exhibits are  incorporated by reference to the same exhibits to the
Registrant s  Registration  Statement  No.  33-55776  filed on Form S-8 with the
Securities and Exchange Commission on December 16, 1992.

Item 9.  Undertakings

         (a)   The undersigned Registrant hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this registration
                    statement:

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of the  Securities  Act of 1933,  as amended  (the 1933
                         Act);

                                       5
<PAGE>

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  registration
                         statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represents a fundamental  change in the information set
                         forth in the registration statement;

                    (iii)To include any  material  information  with  respect to
                         the plan of  distribution  not previously  disclosed in
                         the  registration  statement or any material  change to
                         such information in the registration statement;

                         Provided,   however,   that  paragraphs  (a)(1)(i)  and
                    (a)(1)(ii) do not apply if the registration  statement is on
                    Form  S-3 or Form  S-8 and the  information  required  to be
                    included in a  post-effective  amendment by those paragraphs
                    is contained in periodic  reports filed by the  registration
                    pursuant to Section 13 or Section 15(d) of the 1934 Act that
                    are incorporated by reference in the registration statement.

                         (2) That, for the purpose of determining  any liability
                    under the 1933 Act, each such post-effective amendment shall
                    be deemed to be a new registration statement relating to the
                    securities  offered  therein,   and  the  offering  of  such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.

                         (3)  To  remove  from   registration   by  means  of  a
                    post-effective   amendment  any  of  the  securities   being
                    registered  which remain  unsold at the  termination  of the
                    offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant s
annual  report  pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an  employee  benefit  plan s annual  report
pursuant to Section 15(d) of the 1934 Act) that is  incorporated by reference in
the registration  statement shall be deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) The undersigned  Registrant hereby undertakes to deliver or cause to be
delivered with the  prospectus,  to each employee to whom the prospectus is sent
or given,  the latest annual report to security  holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14(a)-3 or Rule  14(c)-3  under the 1934 Act;  and,  where
interim  financial  information  required  to  be  presented  by  Article  3  of
Regulation S-X are not set forth in the prospectus,  to deliver,  or cause to be
delivered  to each person to whom the  prospectus  is sooner  given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant  pursuant to the TBCA, the Registrant s  Articles of Incorporation or
the Registrant s  Bylaws, or otherwise,  the Registrant has been advised that in
the opinion of the Commission such  indemnification  is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant  of expenses  incurred or paid by  director,  officer or  controlling
person  of the  Registrant  the  successful  defense  of  any  action,  suit  or
proceeding)  as  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the  opinion  of its  counsel,  the  matter  has  been  settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such  indemnification by it is against the public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                                       6
<PAGE>

                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of San Antonio,  State of Texas, on September 17,
1997.

                                                  REGISTRANT:
                                                  LANCER CORPORATION



                                                   By: /s/John P. Herbots
                                                   Name: John P. Herbots
                                                   Title: Vice President-Finance




         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and as of the date indicated.


September 17, 1997                                   /s/ Alfred A. Schroeder
----------------------------------------------------------------------------
Date                              Alfred A. Schroeder, Chairman of the Board


September 17, 1997                                   /s/ George F. Schroeder
----------------------------------------------------------------------------
Date                                   George F. Schroeder, President, Chief
                                              Executive Officer and Director


                                       7
<PAGE>

September 17, 1997                                       /s/ John P. Herbots
----------------------------------------------------------------------------
Date                                John P. Herbots, Vice President-Finance,
                                           Secretary, Treasurer and Director


September 17, 1997                                     /s/ Walter J. Biegler
----------------------------------------------------------------------------
Date                                             Walter J. Biegler, Director


September 17, 1997                                        /s/ Jean M. Braley
----------------------------------------------------------------------------
Date                                                Jean M. Braley, Director


September 17, 1997                                     /s/ Charles K. Clymer
----------------------------------------------------------------------------
Date                                             Charles K. Clymer, Director


September 17, 1997                                      /s/ Michael E. Smith
----------------------------------------------------------------------------
Date                                              Michael E. Smith, Director



                                       8

<PAGE>


                               REOFFER PROSPECTUS



     After giving effect to two  three-for-two  stock splits and an amendment of
the Stock Incentive Plan by the Shareholders of Lancer  Corporation (the Company
or Lancer) on May 22,  1997,  to  increase  the number of shares  available  for
issuance under the Stock  Incentive  Plan,  this  Prospectus  relates to 900,000
shares of the Common  Stock,  par value $.01 per share  (Common  Stock),  of the
Company, to be acquired by the Selling  Shareholders (as defined below) upon the
exercise of the options  granted under the Stock Incentive Plan, as amended (the
Plan).  This  Prospectus  also  relates  to such  additional  number of  shares,
presently undeterminable,  as may become issuable under the Plan in the event of
Common  Stock  dividends,   Common  Stock  splits,   mergers,   reorganizations,
split-ups, combinations, recapitalizations or other changes in the Common Stock.
This  Prospectus is intended for use in connection  with any resale of shares of
Common Stock by any Selling  Shareholder (as defined below) who may be deemed an
affiliate of the Company  within the meaning of the  Securities  Act of 1933, as
amended (the 1933 Act), and the rules and  regulations  promulgated  thereunder.
This  Prospectus  is being filed by the Company in  conjunction  with a Form S-8
Registration Statement of even date herewith.

     No  person  has  been  authorized  to give any  information  or to make any
representation  not  contained in this  Prospectus;  and if given or made,  such
information or representation  must not be relied upon as having been authorized
by the Company or any Selling  Shareholders.  The delivery of this Prospectus at
any time does not imply that any  information  contained  in it is correct as of
any time  subsequent to the date upon it. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any securities offered hereby
in any  state  to any  person  to whom it is  unlawful  to make  such  offer  or
solicitation in such state.

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND EXCHANGE  COMMISSION (THE COMMISSION) NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL  OFFENSE.  FOR A  DISCUSSION  OF  CERTAIN  CONSIDERATIONS  INVOLVED  IN
EVALUATING AN INVESTMENT IN THE COMPANY, SEE RISK FACTORS.

               ---------------------------------------------------

               The date of this Prospectus is September 17, 1997.

                                       9
                                                                              R1
<PAGE>


                              AVAILABLE INFORMATION


     Lancer  Corporation (the Company or Lancer) is subject to the informational
requirements of the Securities  Exchange Act of 1934, as amended (the 1934 Act),
and  in  accordance   therewith  files  reports,   proxy  statements  and  other
information with the Securities and Exchange  Commission (the Commission).  Such
reports,  proxy statements and other  information can be inspected and copied at
the Commission s office at Room 1024,  450 5th Street,  N.W.,  Washington,  D.C.
20549,  and at the  following  Regional  Offices  of the  Commission:  New  York
Regional Office,  Jacob K. Javits Federal  Building,  75 Park Place, 14th Floor,
New York, New York 10007; Los Angeles Regional Office,  5757 Wilshire Boulevard,
Suite 500 East, Los Angeles,  California  90036;  and Chicago  Regional  Office,
Everett  McKinley  Dirksen  Building,  219 South  Dearborn  Street,  Room  1204,
Chicago,  Illinois 60604 and Fort Worth  Regional  Office,  8th Floor,  411 West
Seventh  Street,  Fort  Worth,  Texas  76102.  Copies  of  such  reports,  proxy
statements  and other  information  concerning  the Company can also be obtained
from the Public Reference Section of the Commission,  Washington, D.C. 20549, at
prescribed  rates.   Such  reports,   proxy  statements  and  other  information
concerning the Company also may be inspected at the office of the American Stock
Exchange, 86 Trinity Place, NY, NY 10006-1881.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  filed by the  Company  with the  Commission  are
incorporated  in and  made a part  of  this  Prospectus  by  reference:  Item 1,
Description  of  Registrant s  Securities  to be  Registered,  on Form 8-A dated
September  16,  1985;  Annual  Report on Form  10-K for the  fiscal  year  ended
December 31, 1996; Quarterly Report on Form 10-Q for the quarter ended March 31,
1997; and Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the 1934 Act after the date of this Prospectus, and prior
to the filing of a post-effective  amendment which indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated by reference in this Prospectus and
to be part of this Prospectus from the date of filing such documents.

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document which is also  incorporated by reference  herein modifies or supersedes
such  statement.  Any statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

                                       10
                                                                              R2
<PAGE>

     Lancer will provide  without charge to each person to whom this  Prospectus
is delivered,  upon written or oral request of such person, a copy of any or all
of the  information  referred to above that has been or may be  incorporated  by
reference into this  Prospectus  (not including  exhibits to the  information so
incorporated unless such exhibits are specifically  incorporated by reference as
well). Such request should be addressed to Lancer  Corporation,  235 West Turbo,
San Antonio, Texas 78216, (210) 524-1100.

                                       11
                                                                              R3
<PAGE>


                                TABLE OF CONTENTS


                                                                           Page

Available Information                                                        R2
Incorporation of Certain Documents by Reference                              R2
Risk Factors                                                                 R5
Use of Proceeds                                                              R7
Selling Shareholders                                                         R7
Plan of Distribution                                                         R8
Indemnification of Officers and Directors                                    R9

































                                       12
                                                                              R4
<PAGE>


                               LANCER CORPORATION


     Lancer Corporation,  a Texas corporation (Lancer or the Company),  designs,
engineers,  manufactures  and markets  fountain soft drink and other  dispensing
systems and related equipment for use in the food service and beverage industry.
Lancer maintains its principal executive offices at 235 West Turbo, San Antonio,
Texas 78216, and its telephone number is (210) 524-1100.

                                  RISK FACTORS

     The  securities  offered  hereby  involve  some  risk.  In  analyzing  this
offering,  prospective  investors should carefully  consider,  among others, the
matters  set forth  below.  The order in which such risks are  discussed  is not
necessarily indicative of their relative significance.

     1. Reliance on One Customer.

     Substantially  all of the Company s sales are derived  from,  or influenced
by, The  Coca-Cola  Company.  Lancer is a preferred  supplier  to The  Coca-Cola
Company.  Direct sales to The Coca-Cola Company, the Company s largest customer,
accounted  for  approximately  33%, 50% and 46% of the Company s total net sales
for the years ended December 31, 1996, 1995 and 1994, respectively.  None of the
Company  s  customers,   including  The  Coca-Cola  Company,  are  contractually
obligated to purchase  minimum  volumes of Lancer  products.  Consequently,  The
Coca-Cola Company has the ability to adversely  affect,  directly or indirectly,
the volume and price of the products sold by the Company. Lancer does not expect
any  significant  volume or price  reductions in its business with The Coca-Cola
Company. If they were to occur,  however,  such reductions would have a material
adverse  impact  on  the  Company  s  financial  position  and  its  results  of
operations.

     2. Competition.

     The business of manufacturing and marketing beverage dispensing systems and
related equipment is highly  competitive,  and the Company  frequently  competes
with companies having substantially greater resources. The Company believes that
product suitability and reliability,  technical expertise,  warranty,  price and
delivery  time are  important  competitive  factors and that the Company will be
able to  continue  to  compete  successfully  as a result  of the  technological
expertise of its  personnel,  its ability to fabricate a substantial  portion of
parts  used in its  dispensing  systems  and its  reputation  for  high  product
performance.

     3. Lack of Dividends.

     The Company has never paid cash dividends on the Common Stock, and does not
anticipate  doing so anytime in the near  future.  Payment of cash  dividends is
within the  discretion of the Company s Board of Directors and is dependent upon
earnings, operations,  capital requirements,  general financial condition of the
Company and general business conditions.

                                                                              R5
                                       13
<PAGE>

     4. International Operations.

     For the years ended December 31, 1996, 1995, and 1994,  forty-three percent
(43%), thirty-five percent (35%) and twenty-nine percent (29%), respectively, of
the  Company s net  sales  were  derived  from  sales to  customers  in  foreign
countries. In addition, the Company manufactures some of its products in Mexico,
Australia,  New Zealand,  and Brazil,  and markets and  distributes its products
internationally  through the Company  wholly-owned  subsidiaries.  The Company s
foreign sales and  operations  could be adversely  affected by foreign  currency
fluctuations,  exchange controls,  tax policies and other political and economic
events,  such as  expropriation  and  deterioration  in foreign  economies.  The
Company  attempts to limit such risks;  however,  there can be no assurance that
these efforts will be successful.

     5. Supplies Shortages.

     Substantially  all raw materials and parts not manufactured  internally are
available  from two or more  suppliers.  The  Company  has not  experienced  any
significant shortages in the supply of its raw materials and parts over the past
several years; however, from time to time shortages have occurred.  Shortages in
such raw materials and parts may delay or limit the manufacture of the Company s
products and thus,  adversely affect the Company s operations.  The Company does
not stockpile  large  amounts of such raw  materials and parts,  but attempts to
control its inventory through extrapolation of historical production figures and
its  knowledge of the market.  In addition,  the Company has often  manufactured
parts that were not then available in desired quantities.  However, there can be
no assurance  that these measures will be successful or that such shortages will
not occur in the future.

     6. Liability.

     Like other manufacturers,  the Company is subject to various claims arising
in the  ordinary  course of business,  including  product  liability  claims and
employees  claims for personal  injury.  In 1988,  the Company  opted out of the
Texas workman s compensation program (under which the Company s liability for an
employee  s personal  injury  claim was  limited)  primarily  as a  cost-cutting
measure;  at the same time, the Company  implemented an intensive safety program
designed  to limit the  number  and  extent  of  employee-related  injuries.  In
addition,  the Company has accrued approximately  $1,148,000 as of July 1, 1997,
to cover  employees  personal  injury  claims and has  obtained a  reimbursement
insurance  policy covering  employees  personal injury claims which,  after a $1
million self-insured  retention by the Company,  provides coverage of $5 million
per occurrence  and $10 million in the aggregate.  The Company also has obtained
general liability insurance covering product liability claims up to $25 million.
Under  catastrophic  circumstances,  such  liability  could exceed the Company s
insurance limits and could have a material adverse effect upon the Company.

                                                                              R6
                                       14
<PAGE>

     7. Key Personnel.

     The  Company is  dependent  upon the  services of Alfred A.  Schroeder  and
George F. Schroeder--the Chairman of the Board and President,  respectively,  of
the Company--due  primarily to their technical expertise and their relationships
with the Company s customers.  While the Company does not anticipate the loss of
the Schroeders  services in the near future, any such loss could have a material
adverse effect upon the Company.

     8. Voting Power.

     As of July 1, 1997,  the directors  and  executive  officers of the Company
will  beneficially  own  approximately  35.6% of the  outstanding  shares of the
Common Stock.  As a result,  the  directors  and the  executive  officers of the
Company  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  officers of the Company may
also have the ability to delay or prevent a change in control of the Company.


                                 USE OF PROCEEDS

     The net proceeds from the sale of the Common Stock pursuant to the exercise
of options issued under the Plan will be added to the Company s working  capital
and used for general corporate purposes.  The net proceeds received by optionees
upon the sale of the Common Stock  issued upon the  exercise of options  granted
pursuant to the Plan shall be used for the personal purposes of the optionees.

                              SELLING SHAREHOLDERS

     It is anticipated that the optionees listed below (individually the Selling
Shareholder and collectively the Selling  Shareholders)  will sell, from time to
time,  all or some of the shares of Common Stock issued upon the exercise of the
options granted pursuant to the Plan. The number of shares of Common Stock which
are  subject to such  options as of July 1, 1997,  and which may be offered  for
sale by the Selling  Shareholders  pursuant to this  Prospectus,  is also listed
below. The number of shares of Common Stock owned by the Selling Shareholders as
of July 1, 1997,  after  exercise of any options  granted under the Plan is also
provided below. In addition, certain unnamed non-affiliates may use this reoffer
prospectus  for reoffers and resales in  accordance  with rules and  regulations
promulgated by the Securities and Exchange Commission.

                                       15
                                                                              R7
<PAGE>
<TABLE>
<CAPTION>

                                    Shares of Common Stock Owned
                                    by Selling Shareholder due to the           Shares of Common Stock
Name of Selling Shareholder         Exercise of Options Under the Plans         Subject to Options

<S>                                                     <C>                                <C>
Abbott, Robert W.                                       28,125
Canales, Jose A.                                                                           11,250
Durham, Samuel                                                                             33,750
Herbots, John P.                                                                           22,500
Raymondi, Michael U.                                                                       22,500
Sprinkle, James R.                                                                         11,250
Thomas, Charles W.                                                                         11,250
Adams, Raymond J.                                        1,200                              2,700
Adams, Scott D.                                                                             4,500
Brightwell, William T.                                                                      3,000
Brown Sammy E.                                           4,500
Dooley, Dan P.                                                                              4,500
Elwood, Ray O.                                                                              4,500
Frerich, Raymond A.                                                                         7,500
Giblin, Vince A.                                                                            6,750
Guy, Thomas                                                                                 4,500
Hooker, Joseph D.                                        4,500
Hunt, Dan                                                                                   6,000
Kolodziejcyk, Roger                                                                         1,500
Lawrence, John                                                                              4,500
Minyon, James                                                                               4,500
Mushinski, Marion A.                                                                        6,000
Neal, Scott J.                                           1,800                              4,060
Rohmer, Christi A.                                                                          4,500
Romanyszyn, Michael T., Jr.                                                                 6,750
Thomas, Glen R.                                          4,500
Thomas, John P.                                          1,200                              4,500
Wanderski, Paul E.                                         600                              2,700
Young, Calvin L., Jr.                                                                       3,600
Bodolai, Peter                                                                              4,500
Brown, Peter                                                                                4,500
Carrera, Jose Marcos                                                                        7,500
Chowdhury, Anuradha                                                                         1,500
Courtnell, Andrew                                        4,500
Calaby, Stephen                                                                             4,500
Demkin, Vlademir                                         4,500
Gehl, Robert E.                                                                             7,500
Kiriakoff, Zdravko                                                                          4,500
Pereira, Bryan                                                                              6,750
Sanclemente, Antonio                                                                        7,500
Thompson, Keith                                          4,500
Vlismas, Steve                                                                              4,500
Whelan, John                                                                                9,000
</TABLE>


                              PLAN OF DISTRIBUTION

     The Selling  Shareholders may sell their shares of Common Stock issued upon
exercise of the options  granted under the Plan (i) pursuant to this  Prospectus
through brokers transactions within the meaning of Rule 144(g) promulgated under
the 1933 Act, or (ii) in a transaction  exempt from the registration  provisions
of Section 5 of the 1933 Act.

                                       16
                                                                              R8
<PAGE>

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article 2.02(16) of the Texas Business  Corporation Act (the TBCA) empowers
the  Company  to  indemnify  directors,  officers,  employees  and agents of the
Company  and to purchase  liability  insurance  for those  persons to the extent
permitted by Article 2.02-1 of the TBCA.

     Article  2.02-1  of the  TBCA  in  part  provides  that a  corporation  may
indemnify its officers and directors for any liability if it is determined  that
such officer or director (i) conducted  himself in good faith,  (ii)  reasonably
believed,  in the case of  conduct  in his  official  capacity  as an officer or
director,  that his conduct was in the  corporation s best interest,  and in all
other cases, that his conduct was at least not opposed to the corporation s best
interest,  and (iii) in the case of any criminal  proceeding,  had no reasonable
cause to believe that his conduct was  unlawful.  These  determinations  must be
made (i) by a majority  vote of a quorum  consisting of the directors who at the
time of the vote are not named defendants or respondents in the proceeding, (ii)
if such a quorum  cannot be obtained,  by a majority  vote of a committee of the
Board of  Directors,  designated  to act in the matter by a majority vote of all
directors,  consisting  solely of two or more  directors who, at the time of the
vote,  are not named  defendants  or  respondents  in the  proceeding,  (iii) by
special legal  counsel  selected by the Board of Directors or a committee of the
Board by a vote as set forth in (i) or (ii) above,  or, if such a quorum  cannot
be obtained and such a committee vote cannot be established,  by a majority vote
of all directors, or (iv) by the shareholders in a vote that excludes the shares
that are held by directors and officers who are named  defendants or respondents
in the proceeding.

     Under  Article  2.02-1  of  the  TBCA,  an  officer  or a  director  may be
indemnified against judgments,  penalties  (including excise and similar taxes),
fines, settlements,  and reasonable expenses actually incurred by the officer or
director in connection  with the  proceeding,  but if the officer or director is
found liable to the  corporation  or is found liable on the basis that  personal
benefit was improperly received by the officer or director,  the indemnification
(i) is  limited to  reasonable  expenses  actually  incurred  by the  officer or
director  in  connection  with the  proceeding,  and (ii)  shall  not be made in
respect of any proceeding in which the officer or director shall have been found
liable for willful or intentional  misconduct in the  performance of his duty to
the corporation. The termination of a proceeding by judgment, order, settlement,
or conviction, or upon a plea nolo contendere or its equivalent is not of itself
determinative  that the officer or director  did not meet the  requirements  set
forth above. An officer or director shall be deemed to have been found liable in
respect of any claim,  issue or matter only after the officer or director  shall
have been so adjudged by a court of competent  jurisdiction  after exhaustion of
all appeals therefrom.

                                       17
                                                                              R9
<PAGE>
     Article 2.02-1 of the TBCA authorizes a corporation to pay or reimburse the
reasonable  expenses  incurred by an officer or director in advance of the final
disposition of such proceeding if the corporation receives a written affirmation
by the officer or director of his good faith belief that he has met the standard
of conduct  necessary for  indemnification  as well as a written  undertaking to
repay the amount paid by the corporation if it is ultimately determined that the
officer  or  director  has not  met the  requirements  for  indemnification.  In
addition,  Article  2.02-1 of the TBCA empowers a  corporation  to indemnify and
advance reasonable  expenses to an employee,  agent and certain other persons to
the same extent it may indemnify in advance  expenses to officers and directors.
Finally,  Article  2.02-1 of the TBCA  empowers a  corporation  to purchase  and
maintain  insurance  on behalf of  directors,  officers,  employees,  agents and
certain  other  persons  against any  liability  asserted  against such persons,
whether or not the  corporation  would have the power to indemnify  such persons
against that liability under Article 2.02-1 of the TBCA.

     Under the Company s Bylaws,  the Company  shall,  to the fullest  extent to
which it is empowered to do so by the TBCA or any other  applicable  laws as may
from  time to  time  be in  effect,  indemnify  any  person  who  was,  is or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director  or officer of the Company or is
or was serving at the request of the Company as a director or officer of another
corporation,  partnership, joint venture, trust or other enterprise, against all
expenses  (including  court  costs and  attorneys  fees),  judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding,  provided it is determined in accordance
with  applicable  law that he acted in good faith and in a manner he  reasonably
believed to be in or not opposed to the best interests of the Company.  Expenses
may be  advanced  by the  Company  in  advance  of the  final  disposition  of a
proceeding upon the receipt of an undertaking by him to repay such amount unless
it is ultimately  determined he is entitled to indemnification.  Further,  under
the  Company s Bylaws  the Board of  Directors  has the  power to  purchase  and
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust or other  enterprise,  against any liability
asserted  against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the Company would have the power to indemnify
him against such liability under the Company s Bylaws.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the Act) may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions,  the Company has been informed
that in the opinion of the  Commission  such  indemnification  is against public
policy as expressed in the Act and is therefore unenforceable.

                                       18
                                                                             R10
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 48895}]
{"company-data": {"conformed-name": "LANCER CORP /TX/", "cik": "0000768162", "assigned-sic": "3585", "irs-number": "741591073", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36393", "film-number": "97685605"}, "business-address": {"street1": "235 W TURBO", "city": "SAN ANTONIO", "state": "TX", "zip": "78216", "phone": "5123443071"}, "mail-address": {"street1": "235 W TURBO", "city": "SAN ANTONIO", "state": "TX", "zip": "78216"}}
As Filed with the Securities              Registration No.33-________
and Exchange Commission on
September 25, 1997.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                    ----------------------------------------

                                  F O R M S - 8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                               Lancer Corporation
-------------------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)

                 Texas                                          74-1591073
-------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                          Identification Number)

 235 West Turbo, San Antonio, Texas                                78216
-------------------------------------------------------------------------------
(Address of Principal Executive Office)                         (Zip Code)

                              Stock Incentive Plan
-------------------------------------------------------------------------------
                            (Full title of the Plans)

                               Alfred A. Schroeder
                    235 West Turbo, San Antonio, Texas 78216
-------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (210) 524-1100
-------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
Calculation of Registration Fee
------------------------------------------------------------------------------------------------------------
                                            Proposed               Propose maximum
Title of securities      Amount to be       maximum offering       aggregate offering       Amount of
to be registered         registered         price per unit         price                    registration fee
------------------------------------------------------------------------------------------------------------
Common Stock
$.01 par value             (1)900,000        (2) $14.75             (2) $13,275,000         (2)$4,022.73
------------------------------------------------------------------------------------------------------------
(1) This  Registration  Statement also covers such additional  number of shares,
presently undeterminable,  as may become issuable under the Plan in the event of
Common  Stock  dividends,   Common  Stock  splits,   mergers,   reorganizations,
split-ups, combinations, recapitalizations or other changes in Common Stock.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457(g).
PART I   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

     Omitted  pursuant to Rule 424  promulgated  by the  Securities and Exchange
Commission (the Commission)  pursuant to the Securities Exchange Act of 1934, as
amended (the 1934 Act).

Item 2.  Registrant Information and Employee Plan Annual Information

     Omitted pursuant to Rule 424 promulgated by the Commission  pursuant to the
1934 Act.

                                       2
PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The  following  documents  filed by  Lancer  Corporation  (hereinafter  the
Company or the  Registrant)  with the Commission are  incorporated in and made a
part of this  Registration  Statement  by  reference:  Item  1,  Description  of
Registrant s Securities to be Registered,  of Form 8-A dated September 16, 1985;
Annual  Report  on Form  10-K for the  fiscal  year  ended  December  31,  1996;
Quarterly  Report  on Form  10-Q for the  quarter  ended  March  31,  1997;  and
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14, and 15(d) of the 1934 Act after the date of this Registration
Statement, and prior to the filing of a post-effective amendment which indicates
that all securities  offered have been sold or which  deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part thereof from the date of the filing of
such documents.

Item 4. Description of Securities

         Non-applicable.

Item 5. Interests of Named Experts and Counsel

         Non-applicable.

Item 6. Indemnification of Directors and Officers

     Article 2.02(16) of the Texas Business  Corporation Act (the TBCA) empowers
the  Company  to  indemnify  directors,  officers,  employees  and agents of the
Company  and to purchase  liability  insurance  for those  persons to the extent
permitted by Article 2.02-1 of the TBCA.

     Article  2.02-1  of the  TBCA  in  part  provides  that a  corporation  may
indemnify its officers and directors for any liability if it is determined  that
such officer or director (i) conducted  himself in good faith,  (ii)  reasonably
believed,  in the case of  conduct  in his  official  capacity  as an officer or
director,  that his conduct was in the  corporation s best interest,  and in all
other cases, that his conduct was at least not opposed to the corporation s best
interest,  and (iii) in the case of any criminal  proceeding,  had no reasonable
cause to believe that his conduct was  unlawful.  These  determinations  must be
made (i) by a majority  vote of a quorum  consisting of the directors who at the
time of the vote are not named defendants or respondents in the proceeding, (ii)
if such a quorum  cannot be obtained,  by a majority  vote of a committee of the
Board of  Directors,  designated  to act in the matter by a majority vote of all
directors,  consisting  solely of two or more  directors who, at the time of the
vote,  are not named  defendants  or  respondents  in the  proceeding,  (iii) by
special legal  counsel  selected by the Board of Directors or a committee of the
Board by a vote as set forth in (i) or (ii) above,  or, if such a quorum  cannot
be obtained and such a committee vote cannot be established,  by a majority vote
of all directors, or (iv) by the shareholders in a vote that excludes the shares
that are held by directors and officers who are named  defendants or respondents
in the proceeding.

                                       3
Under  Article  2.02-1  of  the  TBCA,  an  officer  or a  director  may be
indemnified against judgments,  penalties  (including excise and similar taxes),
fines, settlements,  and reasonable expenses actually incurred by the officer or
director in connection  with the  proceeding,  but if the officer or director is
found liable to the  corporation  or is found liable on the basis that  personal
benefit was improperly received by the officer or director,  the indemnification
(i) is  limited to  reasonable  expenses  actually  incurred  by the  officer or
director  in  connection  with the  proceeding,  and (ii)  shall  not be made in
respect of any proceeding in which the officer or director shall have been found
liable for willful or intentional  misconduct in the  performance of his duty to
the corporation. The termination of a proceeding by judgment, order, settlement,
or conviction, or upon a plea nolo contendere or its equivalent is not of itself
determinative  that the officer or director  did not meet the  requirements  set
forth above. An officer or director shall be deemed to have been found liable in
respect of any claim,  issue or matter only after the officer or director  shall
have been so adjudged by a court of competent  jurisdiction  after exhaustion of
all appeals therefrom.

     Article 2.02-1 of the TBCA authorizes a corporation to pay or reimburse the
reasonable  expenses  incurred by an officer or director in advance of the final
disposition of such proceeding if the corporation receives a written affirmation
by the officer or director of his good faith belief that he has met the standard
of conduct  necessary for  indemnification  as well as a written  undertaking to
repay the amount paid by the corporation if it is ultimately determined that the
officer  or  director  has not  met the  requirements  for  indemnification.  In
addition,  Article  2.02-1 of the TBCA empowers a  corporation  to indemnify and
advance reasonable  expenses to an employee,  agent and certain other persons to
the same extent it may indemnify in advance  expenses to officers and directors.
Finally,  Article  2.02-1 of the TBCA  empowers a  corporation  to purchase  and
maintain  insurance  on behalf of  directors,  officers,  employees,  agents and
certain  other  persons  against any  liability  asserted  against such persons,
whether or not the  corporation  would have the power to indemnify  such persons
against that liability under Article 2.02-1 of the TBCA.

     Under the Company s Bylaws,  the Company  shall,  to the fullest  extent to
which it is empowered to do so by the TBCA or any other  applicable  laws as may
from  time to  time  be in  effect,  indemnify  any  person  who  was,  is or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director  or officer of the Company or is
or was serving at the request of the Company as a director or officer of another
corporation,  partnership, joint venture, trust or other enterprise, against all
expenses  (including  court  costs and  attorneys  fees),  judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding,  provided it is determined in accordance
with  applicable  law that he acted in good faith and in a manner he  reasonably
believed to be in or not opposed to the best interests of the Company.  Expenses
may be  advanced  by the  Company  in  advance  of the  final  disposition  of a
proceeding upon the receipt of an undertaking by him to repay such amount unless
it is ultimately  determined he is entitled to indemnification.  Further,  under
the  Company s Bylaws  the Board of  Directors  has the  power to  purchase  and
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust or other  enterprise,  against any liability
asserted  against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the Company would have the power to indemnify
him against such liability under the Company s Bylaws.

                                       4
Item 7.  Exemption from Registration Claimed

     On April 1, 1997,  the  Company  issued  81,888  shares of Common  Stock to
Applied  Beverage Systems (1990) Ltd. (ABS) in exchange for all of its assets in
reliance on Section 4(2) of the Securities  Act of 1933, as amended.  On July 8,
1997, a  three-for-two  stock split in the form of a stock  dividend was paid by
the Company on all of its outstanding  Common Stock,  resulting in an additional
40,944 shares of Common Stock issued to ABS.

Item 8.  Exhibits

           *4.1    The Company s Articles of Incorporation, with Amendments.
           *4.2    The Company s Bylaws, with Amendments.
            4.3    The Stock Incentive Plan.
            5.1    Opinion of Matthews & Branscomb.
           23.1    Consent of KPMG Peat Marwick, LLP.
           23.2    Consent of Matthews & Branscomb, P.C. is included in their
                    opinion filed as Exhibit 5.1 of this Registration Statement.
        -------------

     *These  exhibits are  incorporated by reference to the same exhibits to the
Registrant s  Registration  Statement  No.  33-55776  filed on Form S-8 with the
Securities and Exchange Commission on December 16, 1992.

Item 9.  Undertakings

         (a)   The undersigned Registrant hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this registration
                    statement:

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of the  Securities  Act of 1933,  as amended  (the 1933
                         Act);

                                       5
(ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  registration
                         statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represents a fundamental  change in the information set
                         forth in the registration statement;

                    (iii)To include any  material  information  with  respect to
                         the plan of  distribution  not previously  disclosed in
                         the  registration  statement or any material  change to
                         such information in the registration statement;

                         Provided,   however,   that  paragraphs  (a)(1)(i)  and
                    (a)(1)(ii) do not apply if the registration  statement is on
                    Form  S-3 or Form  S-8 and the  information  required  to be
                    included in a  post-effective  amendment by those paragraphs
                    is contained in periodic  reports filed by the  registration
                    pursuant to Section 13 or Section 15(d) of the 1934 Act that
                    are incorporated by reference in the registration statement.

                         (2) That, for the purpose of determining  any liability
                    under the 1933 Act, each such post-effective amendment shall
                    be deemed to be a new registration statement relating to the
                    securities  offered  therein,   and  the  offering  of  such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.

                         (3)  To  remove  from   registration   by  means  of  a
                    post-effective   amendment  any  of  the  securities   being
                    registered  which remain  unsold at the  termination  of the
                    offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant s
annual  report  pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an  employee  benefit  plan s annual  report
pursuant to Section 15(d) of the 1934 Act) that is  incorporated by reference in
the registration  statement shall be deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) The undersigned  Registrant hereby undertakes to deliver or cause to be
delivered with the  prospectus,  to each employee to whom the prospectus is sent
or given,  the latest annual report to security  holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14(a)-3 or Rule  14(c)-3  under the 1934 Act;  and,  where
interim  financial  information  required  to  be  presented  by  Article  3  of
Regulation S-X are not set forth in the prospectus,  to deliver,  or cause to be
delivered  to each person to whom the  prospectus  is sooner  given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant  pursuant to the TBCA, the Registrant s  Articles of Incorporation or
the Registrant s  Bylaws, or otherwise,  the Registrant has been advised that in
the opinion of the Commission such  indemnification  is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant  of expenses  incurred or paid by  director,  officer or  controlling
person  of the  Registrant  the  successful  defense  of  any  action,  suit  or
proceeding)  as  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the  opinion  of its  counsel,  the  matter  has  been  settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such  indemnification by it is against the public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                                       6
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of San Antonio,  State of Texas, on September 17,
1997.

                                                  REGISTRANT:
                                                  LANCER CORPORATION

                                                   By: /s/John P. Herbots
                                                   Name: John P. Herbots
                                                   Title: Vice President-Finance

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and as of the date indicated.

September 17, 1997                                   /s/ Alfred A. Schroeder
----------------------------------------------------------------------------
Date                              Alfred A. Schroeder, Chairman of the Board

September 17, 1997                                   /s/ George F. Schroeder
----------------------------------------------------------------------------
Date                                   George F. Schroeder, President, Chief
                                              Executive Officer and Director

                                       7
September 17, 1997                                       /s/ John P. Herbots
----------------------------------------------------------------------------
Date                                John P. Herbots, Vice President-Finance,
                                           Secretary, Treasurer and Director

September 17, 1997                                     /s/ Walter J. Biegler
----------------------------------------------------------------------------
Date                                             Walter J. Biegler, Director

September 17, 1997                                        /s/ Jean M. Braley
----------------------------------------------------------------------------
Date                                                Jean M. Braley, Director

September 17, 1997                                     /s/ Charles K. Clymer
----------------------------------------------------------------------------
Date                                             Charles K. Clymer, Director

September 17, 1997                                      /s/ Michael E. Smith
----------------------------------------------------------------------------
Date                                              Michael E. Smith, Director

                                       8
REOFFER PROSPECTUS

     After giving effect to two  three-for-two  stock splits and an amendment of
the Stock Incentive Plan by the Shareholders of Lancer  Corporation (the Company
or Lancer) on May 22,  1997,  to  increase  the number of shares  available  for
issuance under the Stock  Incentive  Plan,  this  Prospectus  relates to 900,000
shares of the Common  Stock,  par value $.01 per share  (Common  Stock),  of the
Company, to be acquired by the Selling  Shareholders (as defined below) upon the
exercise of the options  granted under the Stock Incentive Plan, as amended (the
Plan).  This  Prospectus  also  relates  to such  additional  number of  shares,
presently undeterminable,  as may become issuable under the Plan in the event of
Common  Stock  dividends,   Common  Stock  splits,   mergers,   reorganizations,
split-ups, combinations, recapitalizations or other changes in the Common Stock.
This  Prospectus is intended for use in connection  with any resale of shares of
Common Stock by any Selling  Shareholder (as defined below) who may be deemed an
affiliate of the Company  within the meaning of the  Securities  Act of 1933, as
amended (the 1933 Act), and the rules and  regulations  promulgated  thereunder.
This  Prospectus  is being filed by the Company in  conjunction  with a Form S-8
Registration Statement of even date herewith.

     No  person  has  been  authorized  to give any  information  or to make any
representation  not  contained in this  Prospectus;  and if given or made,  such
information or representation  must not be relied upon as having been authorized
by the Company or any Selling  Shareholders.  The delivery of this Prospectus at
any time does not imply that any  information  contained  in it is correct as of
any time  subsequent to the date upon it. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any securities offered hereby
in any  state  to any  person  to whom it is  unlawful  to make  such  offer  or
solicitation in such state.

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND EXCHANGE  COMMISSION (THE COMMISSION) NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL  OFFENSE.  FOR A  DISCUSSION  OF  CERTAIN  CONSIDERATIONS  INVOLVED  IN
EVALUATING AN INVESTMENT IN THE COMPANY, SEE RISK FACTORS.

               ---------------------------------------------------

               The date of this Prospectus is September 17, 1997.

                                       9
                                                                              R1
AVAILABLE INFORMATION

     Lancer  Corporation (the Company or Lancer) is subject to the informational
requirements of the Securities  Exchange Act of 1934, as amended (the 1934 Act),
and  in  accordance   therewith  files  reports,   proxy  statements  and  other
information with the Securities and Exchange  Commission (the Commission).  Such
reports,  proxy statements and other  information can be inspected and copied at
the Commission s office at Room 1024,  450 5th Street,  N.W.,  Washington,  D.C.
20549,  and at the  following  Regional  Offices  of the  Commission:  New  York
Regional Office,  Jacob K. Javits Federal  Building,  75 Park Place, 14th Floor,
New York, New York 10007; Los Angeles Regional Office,  5757 Wilshire Boulevard,
Suite 500 East, Los Angeles,  California  90036;  and Chicago  Regional  Office,
Everett  McKinley  Dirksen  Building,  219 South  Dearborn  Street,  Room  1204,
Chicago,  Illinois 60604 and Fort Worth  Regional  Office,  8th Floor,  411 West
Seventh  Street,  Fort  Worth,  Texas  76102.  Copies  of  such  reports,  proxy
statements  and other  information  concerning  the Company can also be obtained
from the Public Reference Section of the Commission,  Washington, D.C. 20549, at
prescribed  rates.   Such  reports,   proxy  statements  and  other  information
concerning the Company also may be inspected at the office of the American Stock
Exchange, 86 Trinity Place, NY, NY 10006-1881.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  filed by the  Company  with the  Commission  are
incorporated  in and  made a part  of  this  Prospectus  by  reference:  Item 1,
Description  of  Registrant s  Securities  to be  Registered,  on Form 8-A dated
September  16,  1985;  Annual  Report on Form  10-K for the  fiscal  year  ended
December 31, 1996; Quarterly Report on Form 10-Q for the quarter ended March 31,
1997; and Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the 1934 Act after the date of this Prospectus, and prior
to the filing of a post-effective  amendment which indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated by reference in this Prospectus and
to be part of this Prospectus from the date of filing such documents.

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document which is also  incorporated by reference  herein modifies or supersedes
such  statement.  Any statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

                                       10
                                                                              R2
Lancer will provide  without charge to each person to whom this  Prospectus
is delivered,  upon written or oral request of such person, a copy of any or all
of the  information  referred to above that has been or may be  incorporated  by
reference into this  Prospectus  (not including  exhibits to the  information so
incorporated unless such exhibits are specifically  incorporated by reference as
well). Such request should be addressed to Lancer  Corporation,  235 West Turbo,
San Antonio, Texas 78216, (210) 524-1100.

                                       11
                                                                              R3
TABLE OF CONTENTS

                                                                           Page

Available Information                                                        R2
Incorporation of Certain Documents by Reference                              R2
Risk Factors                                                                 R5
Use of Proceeds                                                              R7
Selling Shareholders                                                         R7
Plan of Distribution                                                         R8
Indemnification of Officers and Directors                                    R9

                                       12
                                                                              R4
LANCER CORPORATION

     Lancer Corporation,  a Texas corporation (Lancer or the Company),  designs,
engineers,  manufactures  and markets  fountain soft drink and other  dispensing
systems and related equipment for use in the food service and beverage industry.
Lancer maintains its principal executive offices at 235 West Turbo, San Antonio,
Texas 78216, and its telephone number is (210) 524-1100.

                                  RISK FACTORS

     The  securities  offered  hereby  involve  some  risk.  In  analyzing  this
offering,  prospective  investors should carefully  consider,  among others, the
matters  set forth  below.  The order in which such risks are  discussed  is not
necessarily indicative of their relative significance.

     1. Reliance on One Customer.

     Substantially  all of the Company s sales are derived  from,  or influenced
by, The  Coca-Cola  Company.  Lancer is a preferred  supplier  to The  Coca-Cola
Company.  Direct sales to The Coca-Cola Company, the Company s largest customer,
accounted  for  approximately  33%, 50% and 46% of the Company s total net sales
for the years ended December 31, 1996, 1995 and 1994, respectively.  None of the
Company  s  customers,   including  The  Coca-Cola  Company,  are  contractually
obligated to purchase  minimum  volumes of Lancer  products.  Consequently,  The
Coca-Cola Company has the ability to adversely  affect,  directly or indirectly,
the volume and price of the products sold by the Company. Lancer does not expect
any  significant  volume or price  reductions in its business with The Coca-Cola
Company. If they were to occur,  however,  such reductions would have a material
adverse  impact  on  the  Company  s  financial  position  and  its  results  of
operations.

     2. Competition.

     The business of manufacturing and marketing beverage dispensing systems and
related equipment is highly  competitive,  and the Company  frequently  competes
with companies having substantially greater resources. The Company believes that
product suitability and reliability,  technical expertise,  warranty,  price and
delivery  time are  important  competitive  factors and that the Company will be
able to  continue  to  compete  successfully  as a result  of the  technological
expertise of its  personnel,  its ability to fabricate a substantial  portion of
parts  used in its  dispensing  systems  and its  reputation  for  high  product
performance.

     3. Lack of Dividends.

     The Company has never paid cash dividends on the Common Stock, and does not
anticipate  doing so anytime in the near  future.  Payment of cash  dividends is
within the  discretion of the Company s Board of Directors and is dependent upon
earnings, operations,  capital requirements,  general financial condition of the
Company and general business conditions.

                                                                              R5
                                       13
4. International Operations.

     For the years ended December 31, 1996, 1995, and 1994,  forty-three percent
(43%), thirty-five percent (35%) and twenty-nine percent (29%), respectively, of
the  Company s net  sales  were  derived  from  sales to  customers  in  foreign
countries. In addition, the Company manufactures some of its products in Mexico,
Australia,  New Zealand,  and Brazil,  and markets and  distributes its products
internationally  through the Company  wholly-owned  subsidiaries.  The Company s
foreign sales and  operations  could be adversely  affected by foreign  currency
fluctuations,  exchange controls,  tax policies and other political and economic
events,  such as  expropriation  and  deterioration  in foreign  economies.  The
Company  attempts to limit such risks;  however,  there can be no assurance that
these efforts will be successful.

     5. Supplies Shortages.

     Substantially  all raw materials and parts not manufactured  internally are
available  from two or more  suppliers.  The  Company  has not  experienced  any
significant shortages in the supply of its raw materials and parts over the past
several years; however, from time to time shortages have occurred.  Shortages in
such raw materials and parts may delay or limit the manufacture of the Company s
products and thus,  adversely affect the Company s operations.  The Company does
not stockpile  large  amounts of such raw  materials and parts,  but attempts to
control its inventory through extrapolation of historical production figures and
its  knowledge of the market.  In addition,  the Company has often  manufactured
parts that were not then available in desired quantities.  However, there can be
no assurance  that these measures will be successful or that such shortages will
not occur in the future.

     6. Liability.

     Like other manufacturers,  the Company is subject to various claims arising
in the  ordinary  course of business,  including  product  liability  claims and
employees  claims for personal  injury.  In 1988,  the Company  opted out of the
Texas workman s compensation program (under which the Company s liability for an
employee  s personal  injury  claim was  limited)  primarily  as a  cost-cutting
measure;  at the same time, the Company  implemented an intensive safety program
designed  to limit the  number  and  extent  of  employee-related  injuries.  In
addition,  the Company has accrued approximately  $1,148,000 as of July 1, 1997,
to cover  employees  personal  injury  claims and has  obtained a  reimbursement
insurance  policy covering  employees  personal injury claims which,  after a $1
million self-insured  retention by the Company,  provides coverage of $5 million
per occurrence  and $10 million in the aggregate.  The Company also has obtained
general liability insurance covering product liability claims up to $25 million.
Under  catastrophic  circumstances,  such  liability  could exceed the Company s
insurance limits and could have a material adverse effect upon the Company.

                                                                              R6
                                       14
7. Key Personnel.

     The  Company is  dependent  upon the  services of Alfred A.  Schroeder  and
George F. Schroeder--the Chairman of the Board and President,  respectively,  of
the Company--due  primarily to their technical expertise and their relationships
with the Company s customers.  While the Company does not anticipate the loss of
the Schroeders  services in the near future, any such loss could have a material
adverse effect upon the Company.

     8. Voting Power.

     As of July 1, 1997,  the directors  and  executive  officers of the Company
will  beneficially  own  approximately  35.6% of the  outstanding  shares of the
Common Stock.  As a result,  the  directors  and the  executive  officers of the
Company  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  officers of the Company may
also have the ability to delay or prevent a change in control of the Company.

                                 USE OF PROCEEDS

     The net proceeds from the sale of the Common Stock pursuant to the exercise
of options issued under the Plan will be added to the Company s working  capital
and used for general corporate purposes.  The net proceeds received by optionees
upon the sale of the Common Stock  issued upon the  exercise of options  granted
pursuant to the Plan shall be used for the personal purposes of the optionees.

                              SELLING SHAREHOLDERS

     It is anticipated that the optionees listed below (individually the Selling
Shareholder and collectively the Selling  Shareholders)  will sell, from time to
time,  all or some of the shares of Common Stock issued upon the exercise of the
options granted pursuant to the Plan. The number of shares of Common Stock which
are  subject to such  options as of July 1, 1997,  and which may be offered  for
sale by the Selling  Shareholders  pursuant to this  Prospectus,  is also listed
below. The number of shares of Common Stock owned by the Selling Shareholders as
of July 1, 1997,  after  exercise of any options  granted under the Plan is also
provided below. In addition, certain unnamed non-affiliates may use this reoffer
prospectus  for reoffers and resales in  accordance  with rules and  regulations
promulgated by the Securities and Exchange Commission.

                                       15
                                                                              R7
Shares of Common Stock Owned
                                    by Selling Shareholder due to the           Shares of Common Stock
Name of Selling Shareholder         Exercise of Options Under the Plans         Subject to Options
Abbott, Robert W.                                       28,125
Canales, Jose A.                                                                           11,250
Durham, Samuel                                                                             33,750
Herbots, John P.                                                                           22,500
Raymondi, Michael U.                                                                       22,500
Sprinkle, James R.                                                                         11,250
Thomas, Charles W.                                                                         11,250
Adams, Raymond J.                                        1,200                              2,700
Adams, Scott D.                                                                             4,500
Brightwell, William T.                                                                      3,000
Brown Sammy E.                                           4,500
Dooley, Dan P.                                                                              4,500
Elwood, Ray O.                                                                              4,500
Frerich, Raymond A.                                                                         7,500
Giblin, Vince A.                                                                            6,750
Guy, Thomas                                                                                 4,500
Hooker, Joseph D.                                        4,500
Hunt, Dan                                                                                   6,000
Kolodziejcyk, Roger                                                                         1,500
Lawrence, John                                                                              4,500
Minyon, James                                                                               4,500
Mushinski, Marion A.                                                                        6,000
Neal, Scott J.                                           1,800                              4,060
Rohmer, Christi A.                                                                          4,500
Romanyszyn, Michael T., Jr.                                                                 6,750
Thomas, Glen R.                                          4,500
Thomas, John P.                                          1,200                              4,500
Wanderski, Paul E.                                         600                              2,700
Young, Calvin L., Jr.                                                                       3,600
Bodolai, Peter                                                                              4,500
Brown, Peter                                                                                4,500
Carrera, Jose Marcos                                                                        7,500
Chowdhury, Anuradha                                                                         1,500
Courtnell, Andrew                                        4,500
Calaby, Stephen                                                                             4,500
Demkin, Vlademir                                         4,500
Gehl, Robert E.                                                                             7,500
Kiriakoff, Zdravko                                                                          4,500
Pereira, Bryan                                                                              6,750
Sanclemente, Antonio                                                                        7,500
Thompson, Keith                                          4,500
Vlismas, Steve                                                                              4,500
Whelan, John                                                                                9,000
PLAN OF DISTRIBUTION

     The Selling  Shareholders may sell their shares of Common Stock issued upon
exercise of the options  granted under the Plan (i) pursuant to this  Prospectus
through brokers transactions within the meaning of Rule 144(g) promulgated under
the 1933 Act, or (ii) in a transaction  exempt from the registration  provisions
of Section 5 of the 1933 Act.

                                       16
                                                                              R8
INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article 2.02(16) of the Texas Business  Corporation Act (the TBCA) empowers
the  Company  to  indemnify  directors,  officers,  employees  and agents of the
Company  and to purchase  liability  insurance  for those  persons to the extent
permitted by Article 2.02-1 of the TBCA.

     Article  2.02-1  of the  TBCA  in  part  provides  that a  corporation  may
indemnify its officers and directors for any liability if it is determined  that
such officer or director (i) conducted  himself in good faith,  (ii)  reasonably
believed,  in the case of  conduct  in his  official  capacity  as an officer or
director,  that his conduct was in the  corporation s best interest,  and in all
other cases, that his conduct was at least not opposed to the corporation s best
interest,  and (iii) in the case of any criminal  proceeding,  had no reasonable
cause to believe that his conduct was  unlawful.  These  determinations  must be
made (i) by a majority  vote of a quorum  consisting of the directors who at the
time of the vote are not named defendants or respondents in the proceeding, (ii)
if such a quorum  cannot be obtained,  by a majority  vote of a committee of the
Board of  Directors,  designated  to act in the matter by a majority vote of all
directors,  consisting  solely of two or more  directors who, at the time of the
vote,  are not named  defendants  or  respondents  in the  proceeding,  (iii) by
special legal  counsel  selected by the Board of Directors or a committee of the
Board by a vote as set forth in (i) or (ii) above,  or, if such a quorum  cannot
be obtained and such a committee vote cannot be established,  by a majority vote
of all directors, or (iv) by the shareholders in a vote that excludes the shares
that are held by directors and officers who are named  defendants or respondents
in the proceeding.

     Under  Article  2.02-1  of  the  TBCA,  an  officer  or a  director  may be
indemnified against judgments,  penalties  (including excise and similar taxes),
fines, settlements,  and reasonable expenses actually incurred by the officer or
director in connection  with the  proceeding,  but if the officer or director is
found liable to the  corporation  or is found liable on the basis that  personal
benefit was improperly received by the officer or director,  the indemnification
(i) is  limited to  reasonable  expenses  actually  incurred  by the  officer or
director  in  connection  with the  proceeding,  and (ii)  shall  not be made in
respect of any proceeding in which the officer or director shall have been found
liable for willful or intentional  misconduct in the  performance of his duty to
the corporation. The termination of a proceeding by judgment, order, settlement,
or conviction, or upon a plea nolo contendere or its equivalent is not of itself
determinative  that the officer or director  did not meet the  requirements  set
forth above. An officer or director shall be deemed to have been found liable in
respect of any claim,  issue or matter only after the officer or director  shall
have been so adjudged by a court of competent  jurisdiction  after exhaustion of
all appeals therefrom.

                                       17
                                                                              R9
Article 2.02-1 of the TBCA authorizes a corporation to pay or reimburse the
reasonable  expenses  incurred by an officer or director in advance of the final
disposition of such proceeding if the corporation receives a written affirmation
by the officer or director of his good faith belief that he has met the standard
of conduct  necessary for  indemnification  as well as a written  undertaking to
repay the amount paid by the corporation if it is ultimately determined that the
officer  or  director  has not  met the  requirements  for  indemnification.  In
addition,  Article  2.02-1 of the TBCA empowers a  corporation  to indemnify and
advance reasonable  expenses to an employee,  agent and certain other persons to
the same extent it may indemnify in advance  expenses to officers and directors.
Finally,  Article  2.02-1 of the TBCA  empowers a  corporation  to purchase  and
maintain  insurance  on behalf of  directors,  officers,  employees,  agents and
certain  other  persons  against any  liability  asserted  against such persons,
whether or not the  corporation  would have the power to indemnify  such persons
against that liability under Article 2.02-1 of the TBCA.

     Under the Company s Bylaws,  the Company  shall,  to the fullest  extent to
which it is empowered to do so by the TBCA or any other  applicable  laws as may
from  time to  time  be in  effect,  indemnify  any  person  who  was,  is or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director  or officer of the Company or is
or was serving at the request of the Company as a director or officer of another
corporation,  partnership, joint venture, trust or other enterprise, against all
expenses  (including  court  costs and  attorneys  fees),  judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding,  provided it is determined in accordance
with  applicable  law that he acted in good faith and in a manner he  reasonably
believed to be in or not opposed to the best interests of the Company.  Expenses
may be  advanced  by the  Company  in  advance  of the  final  disposition  of a
proceeding upon the receipt of an undertaking by him to repay such amount unless
it is ultimately  determined he is entitled to indemnification.  Further,  under
the  Company s Bylaws  the Board of  Directors  has the  power to  purchase  and
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust or other  enterprise,  against any liability
asserted  against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the Company would have the power to indemnify
him against such liability under the Company s Bylaws.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the Act) may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions,  the Company has been informed
that in the opinion of the  Commission  such  indemnification  is against public
policy as expressed in the Act and is therefore unenforceable.

                                       18
                                                                             R10