UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~April 8,~~Act ~~2005~~of ~~(April 8, 2005)~~ 1934

Date of Report (Date of earliest event reported): May 31, 2005 (May 31, 2005)

LOWRANCE ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-15240	44-0624411
(State or other jurisdiction of	(Commission file number)	(I.R.S. Employer
incorporation or organization)		Identification No.)


Delaware (State or other jurisdiction of incorporation or organization)		0-15240 (Commission file number)		44-0624411 (I.R.S. Employer Identification No.)

12000 East Skelly Drive, Tulsa, Oklahoma 74128 ~~(Address of principal executive offices and zip code)~~

(~~918) 437-6881 (Registrant’s~~Address ~~telephone~~of ~~number,~~principal ~~including~~executive ~~area~~offices and zip code)

(918) 437-6881

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~8.01~~o Soliciting ~~Other~~material ~~Events~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

o ~~Ronald~~Pre-commencement G.communications ~~Weber,~~pursuant ~~Executive~~to ~~Vice President of Engineering and Manufacturing, has entered into a~~ Rule ~~10b5~~14d-~~1 trading plan~~ 2(~~the “Plan”~~b) to sell up to 29,895 shares of the Company’s common stock. Portions of the shares may be sold any time the stock achieves a certain prearranged minimum price per share and may take place beginning on April 30, 2005 and ending on October 30, 2005, unless sooner terminated. The Plan participant shall have no influence over the timing of any sales under ~~the~~ ~~Plan, and there can be no assurance that~~ the ~~shares~~Exchange ~~covered~~Act by(17 ~~the~~CFR ~~Plan actually will be sold~~240.14d-2(b)) ~~The Plan participant entered into the Plan in order to diversify his financial holdings upon the~~ ~~recommendation of his financial advisor.~~

o ~~This~~Pre-commencement ~~Plan~~communications ispursuant ~~intended~~ to ~~comply with~~ Rule ~~10b5~~13e-14(c) ofunder the ~~Securities~~ Exchange Act ~~of 1934, as amended~~ (~~the~~17 ~~“Exchange~~CFR ~~Act”), and the Company’s insider trading policy~~240. ~~A 10b5~~13e-~~1 plan must be~~4(c)) ~~entered into in good faith at a time when the insider is not in possession of material, nonpublic~~ ~~information.~~

~~The information contained in this report on Form 8-K shall not be deemed “filed” for purposes of Section~~Item 189.01 FINANCIAL ofSTATEMENTS ~~the~~AND ~~Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing~~EXHIBITS.

( c ) Exhibits:


Exhibit No.		Description
Exhibit 99.1		Press Release issued by the registrant dated May 31, 2005

Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On May 31, 2005, Lowrance Electronics, Inc. issued a press release announcing its financial results for the third quarter ended April 30, 2005. A copy of this press release is being furnished as an exhibit to this report on Form 8-K. The information contained in this report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DATED: ~~April~~May 831, 2005


	LOWRANCE ELECTRONICS, INC.
	By:	/s/ Douglas J. Townsdin
		Douglas J. Townsdin
		Vice President of Finance and Chief Financial Officer

INDEX TO EXHIBITS

The exhibits listed on the following Exhibit Index are furnished as part of this report. Exhibits required by Item 601 of Regulation S-K, but which are not listed below, are not applicable.


Exhibit No.		Description
99.1		Press Release issued by the registrant dated May 31, 2005

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