UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~January~~April 3130, 2005

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~_______~~___to ~~to _______~~___

Commission File Number: 0-15240

LOWRANCE ELECTRONICS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	44-0624411	~~44-0624411~~
State of Incorporation	IRS Identification Number	~~IRS Identification Number~~
	12000 East Skelly Drive Tulsa, Oklahoma 74128
	(Address of Principal Executive Offices)

12000 East Skelly Drive
Tulsa, Oklahoma 74128

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (918) 437-6881

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

YES þ NO o

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

YES o NO þ

At ~~January~~April 3130, 2005, there were 5,135,516 shares of Registrant’s $0.10 par value Common Stock outstanding.

LOWRANCE ELECTRONICS, INC.

FORM 10-Q

INDEX

	~~PAGE~~		PAGE
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Balance Sheets - January 31, 2005 and 2004, and July 31, 2004		3
ITEM 1.	Condensed Consolidated Balance Sheets - April 30, 2005 and 2004, and July 31, 2004			3
Condensed Consolidated Statements of Operations and Comprehensive Income - Three Months and Six Months Ended January 31, 2005 and 2004		4
	Condensed Consolidated Statements of Income and Comprehensive Income - Three Months and Nine Months Ended April 30, 2005 and 2004			4
Condensed Consolidated Statement of Stockholders’ Equity-Six Months Ended January 31, 2005		5
	Condensed Consolidated Statement of Stockholders’ Equity – Nine Months Ended April 30, 2005			5
Condensed Consolidated Statements of Cash Flows - Six Months Ended January 31, 2005 and 2004		6
	Condensed Consolidated Statements of Cash Flows - Nine Months Ended April 30, 2005 and 2004			6
~~Notes to Condensed Consolidated Financial Statements~~	Notes to Condensed Consolidated Financial Statements	~~7 - 11~~		7-11
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		11 - 17
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations			11-17
ITEM 3. Quantitative and Qualitative Disclosure about Market Risk		17
ITEM 3.	Quantitative and Qualitative Disclosure about Market Risk			17
ITEM 4. Controls and Procedures		18
ITEM 4.	Controls and Procedures			17
PART II.OTHER INFORMATION
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings		18
ITEM 1.	Legal Proceedings			18
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		18
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds			18
ITEM 3. Defaults Upon Senior Securities		18
ITEM 3.	Defaults Upon Senior Securities			18
ITEM 4. Submission of Matters to a Vote of Security Holders		18
ITEM 4.	Submission of Matters to a Vote of Security Holders			18
ITEM 5. Other Information		18
ITEM 5.	Other Information			18
ITEM 6. Exhibits and Reports on Form 8-K		18 - 23
ITEM 6.	Exhibits and Reports on Form 8-K			18-22
SIGNATURES		24		23
December 2004 Amendment to Loan and Security Agreement
Certification of Principal Executive Officer
Certification of Principal Financial Officer
Certification of Periodic Financial Report
Certification Pursuant to 18 U.S.C. Section 1350

-2-

LOWRANCE ELECTRONICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) ~~(in thousands)~~

	January 31,		January 31,		July 31,
	2005		2004		2004
			(As Restated,
			See Note 1)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,308	$	813	$	1,412
Trade accounts receivable, less allowances		23,353		15,582		10,276
Inventories		50,626		26,195		23,821
Current deferred income taxes		1,345		1,642		1,107
Prepaid income taxes		1,600		—		—
Prepaid expenses		3,033		1,456		2,041
Total current assets		81,265		45,688		38,657
PROPERTY, PLANT, AND EQUIPMENT, net		19,131		8,380		10,005
OTHER ASSETS		500		64		81
TOTAL ASSETS	$	100,896	$	54,132	$	48,743
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt	$	1,073	$	1,831	$	1,874
Accounts payable		11,286		10,926		6,072
Accrued liabilities:
Compensation and benefits		2,938		2,463		3,175
Product costs		2,371		2,198		1,968
Income taxes		152		197		671
Other		1,733		1,239		1,119
Total current liabilities		19,553		18,854		14,879
LONG-TERM DEBT, less current maturities		26,752		15,650		6,040
DEFERRED INCOME TAXES		1,167		702		1,169
STOCKHOLDERS’ EQUITY:
Common stock, $.10 par value, 10,000,000 shares authorized, 5,135,516 shares issued and outstanding at January 31, 2005; 3,761,196 shares issued and outstanding at January 31, 2004 and July 31, 2004		514		377		377
Paid-in capital		34,316		7,417		7,449
Retained earnings		18,244		10,944		18,721
Accumulated other comprehensive income		350		188		108
Total stockholders’ equity		53,424		18,926		26,655
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	100,896	$	54,132	$	48,743

(in thousands)

ASSETS


	April 30,		April 30,		July 31,
	2005		2004		2004
			(As Restated,
			See Note 1)

CURRENT ASSETS:
Cash and cash equivalents	$	3,494	$	1,193	$	1,412
Accounts receivable, less allowances		30,165		21,406		10,276
Inventories		43,473		22,967		23,821
Current deferred income taxes		1,120		1,789		1,107
Prepaid income taxes		233		148		—
Prepaid expenses		2,766		1,360		2,041


Total current assets		81,251		48,863		38,657

PROPERTY, PLANT, AND EQUIPMENT, net		18,931		9,745		10,005

OTHER ASSETS		427		64		81


TOTAL ASSETS	$	100,609	$	58,672	$	48,743


LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Current maturities of long-term debt	$	742	$	1,842	$	1,874
Accounts payable		9,436		8,586		6,072
Accrued liabilities:
Compensation and benefits		3,044		2,988		3,175
Product costs		2,093		2,291		1,968
Income taxes		871		2,312		671
Other		1,609		1,181		1,119

Total current liabilities		17,795		19,200		14,879

LONG-TERM DEBT, less current maturities		21,450		12,965		6,040

DEFERRED INCOME TAXES		1,532		959		1,169

STOCKHOLDERS’ EQUITY:
Common stock, $.10 par value, 10,000,000 shares authorized, 5,135,516 shares issued and outstanding at April 30, 2005; 3,761,196 shares issued and outstanding at April 30, 2004 and July 31, 2004.		514		377		377
Paid-in capital		34,316		7,434		7,449
Retained earnings		24,684		17,615		18,721
Accumulated other comprehensive income		318		122		108


Total stockholders’ equity		59,832		25,548		26,655


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	100,609	$	58,672	$	48,743

The accompanying notes are an integral part of these condensed consolidated financial statements.

-3-

LOWRANCE ELECTRONICS, INC.

~~CONSENSED~~CONDENSED CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~INCOME AND COMPREHENSIVE INCOME (UNAUDITED)

(in thousands, except per share information)

Three Months Ended

~~Six~~Nine Months Ended

January 31,

April 30,

2005

2004

2005

2004

(As Restated,

See Note 1)

NET SALES

3253,~~646~~200

2446,~~468~~296

50103,~~121~~321

3884,~~504~~800

COST OF SALES

2032,~~325~~003

1425,~~405~~640

3163,~~256~~259

2349,~~389~~029

Gross profit

1221,~~321~~197

1020,~~063~~656

1840,~~865~~062

1535,~~115~~771

OPERATING EXPENSES:

Selling and administrative

710,~~429~~055

69,~~223~~206

1424,~~562~~617

1221,~~071~~277

Research and development

1,~~533~~417

1,~~214~~316

34,~~224~~641

23,~~444~~760

Total operating expenses

811,~~962~~472

710,~~437~~522

1729,~~786~~258

1425,~~515~~037

Operating income

39,~~359~~725

210,~~626~~134

110,~~079~~804

~~600~~10,734

OTHER EXPENSES:

Interest expense

~~222~~361

~~165~~187

~~344~~705

~~371~~558

Other, net

(924

)

2548

5680

~~162~~210

Total other expenses

~~213~~385

~~190~~235

~~400~~785

~~533~~768

INCOME BEFORE INCOME TAXES

39,~~146~~340

29,~~436~~899

~~679~~10,019

679,966

PROVISION FOR INCOME TAXES

~~978~~2,900

~~827~~3,228

~~216~~3,116

293,257

NET INCOME

26,~~168~~440

16,~~609~~671

~~463~~6,903

386,709

NET INCOME PER SHARE

BASIC

01.4225

01.4377

01.1041

01.0178

DILUTED

01.4225

01.4068

01.1041

01.0169

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

BASIC

5,135

3,761

4,~~765~~886

3,761

DILUTED

5,135

3,~~978~~982

4,~~765~~886

3,~~970~~975

DIVIDENDS

NONE

940

OTHER COMPREHENSIVE INCOME

NET OF TAX:

NET INCOME

26,~~168~~440

16,~~609~~671

~~463~~6,903

386,709

FOREIGN CURRENCY TRANSLATION ADJUSTMENT

~~(15~~32

)

58(66

)

~~242~~210

~~221~~155

COMPREHENSIVE INCOME

26,~~153~~472

16,~~667~~605

~~705~~7,113

~~259~~6,864

The accompanying notes are an integral part of these condensed consolidated financial statements.

-4-

LOWRANCE ELECTRONICS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED) FOR THE NINE MONTHS ENDED APRIL 30, 2005

FOR THE SIX MONTHS ENDED JANUARY 31, 2005

(in thousands)

											Accumulated
											Other
	Common Stock				Paid-In			Retained			Comprehensive		Total
	Shares		Amount		Capital			Earnings			Income		Equity
Balance-July 31, 2004		3,761	$	377	$	7,449		$	18,721		$	108	$	26,655
Balance- July 31, 2004		3,761	$	377	$	7,449		$	18,721		$	108	$	26,655
Net income		—		—		—			~~463~~6,903			—		~~463~~6,903
Stock option plan expense		—		—		393			—			—		393
Net proceeds from secondary public offering		1,150		115		25,115			—			—		25,230
Cashless exercise of stock options		224		22		(22	)		—			—		—
Tax benefit from stock option exercises		—		—		1,381			—			—		1,381
Other comprehensive income:
Foreign currency translation adjustment		—		—		—			—			~~242~~210		~~242~~210
Dividends ($0.25 per common share)		—		—		—			(940	)		—		(940	)
Balance-January 31, 2005		5,135	$	514	$	34,316		$	18,244		$	350	$	53,424
Balance- April 30, 2005		5,135	$	514	$	34,316		$	24,684		$	318	$	59,832

The accompanying notes are an integral part of these condensed consolidated financial statements.

-5-

LOWRANCE ELECTRONICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

	Six Months Ended
	Nine Months Ended
	January 31,			January 31,
	April 30,			April 30,
	2005			2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	~~463~~6,903		$	386,709
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		12,~~535~~392			1,~~271~~930
(Gain) loss on retirement of fixed assets		13			(4	)
Deferred income taxes		~~(240~~350	)		(~~452~~342	)
Stock option plan expense		393			3451
Tax benefit of stock options exercised		1,381			—
Changes in operating assets and liabilities:
(Increase) decrease in trade accounts receivable		(1319,~~077~~889	)		(713,~~151~~123	)
(Increase) decrease in inventories		(2619,~~805~~652	)		(107,~~254~~026	)
(Increase) decrease in prepaids and other assets		(31,~~011~~304	)		(~~168~~72	)
Increase (decrease) in accounts payable and accrued liabilities		54,~~475~~048			9,~~471~~806
Net cash used in operating activities		(3325,~~873~~365	)		(72,~~215~~071	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(1011,~~643~~287	)		(12,~~026~~857	)
Proceeds from sales of property, plant and equipment		—(13	)		4
Net cash used in investing activities		(1011,~~643~~300	)		(12,~~022~~853	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under line of credit		68106,~~487~~937			4075,~~113~~686
Repayments of borrowings under line of credit		(4790,~~178~~880	)		(3068,~~275~~211	)
Dividend payment		(940	)		(940	)
Net proceeds from secondary public offering		25,230			—
Principal payments on term loan and capital lease obligations		(1,429	)		(1,275	)
Principal payments on term loans and capital lease obligations		(1,810	)		(1,779	)
Net cash provided by financing activities		4438,~~170~~537			74,~~623~~756
Effect of exchange rate changes on cash		~~242~~210			~~221~~155
Net decrease in cash and cash equivalents		(104	)		(393	)
Net increase (decrease) in cash and cash equivalents		2,082			(13	)
CASH AND CASH EQUIVALENTS - beginning of period		1,412			1,206
CASH AND CASH EQUIVALENTS — beginning of period		1,412			1,206
CASH AND CASH EQUIVALENTS - end of period	$	1,308		$	813
CASH AND CASH EQUIVALENTS — end of period	$	3,494		$	1,193
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	~~344~~705		$	~~371~~527
Income taxes		1,117			12566
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Capital expenditures funded by capital lease borrowings	$	31		$	1,~~032~~225
Cashless exercise of stock options		22			—

The accompanying notes are an integral part of these condensed consolidated financial statements.

-6-

LOWRANCE ELECTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS AND ~~SIX~~NINE MONTHS ENDED ~~JANUARY~~APRIL 3130, 2005 AND 2004 (UNAUDITED)

(1) BASIS OF PRESENTATION

(1)	BASIS OF PRESENTATION

	The financial statements subsequent to July 31, 2004 and with respect to the interim three and nine month periods ended April 30, 2005 and 2004 have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures contained herein are adequate to make the information presented not misleading. Accounting policies for the three and nine months ended April 30, 2005, are the same as those outlined in the Annual Report on Form 10-K filed relative to the year ended July 31, 2004. In the opinion of management, all adjustments necessary for a fair presentation of interim results of operations have been made to the interim statements. All such adjustments were of a normal, recurring nature. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report for the year ended July 31, 2004 filed with the Securities and Exchange Commission on Form 10-K.

	Certain reclassifications have been made to the prior period financial statements presented to conform to the classifications used for the period ended April 30, 2005.

	In May 2004, the Company adopted the fair value method of accounting for stock based compensation prescribed by SFAS No. 123 under the modified prospective method permitted by SFAS No. 148. The adoption of SFAS No. 123 was effective August 1, 2003 and was reflected in the Company’s annual consolidated financial statements for the year ended July 31, 2004. Accordingly, the April 30, 2004 financial statements presented herein have been restated to reflect the adoption of SFAS No. 123.

	The following is a summary of the effects of adoption of SFAS No. 123 on the Company’s previously reported condensed consolidated financial statements as of and for the three and nine months ended April 30, 2004.

The financial statements subsequent to July 31, 2004 and with respect to the interim three and six month periods ended January 31, 2005 and 2004 have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures contained herein are adequate to make the information presented not misleading. Accounting policies for the three and six months ended January 31, 2005, are the same as those outlined in the Annual Report on Form 10-K filed relative to the year ended July 31, 2004. In the opinion of management, all adjustments necessary for a fair presentation of interim results of operations have been made to the interim statements. All such adjustments were of a normal, recurring nature. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report for the year ended July 31, 2004 filed with the Securities and Exchange Commission on Form 10-K.


			As Restated for the
	As Previously		Adoption of SFAS
	Reported		No. 123

For the three months ended:
Selling and Administrative Expenses	$	9,391	$	9,206
Operating Income		9,949		10,134
Income Before Income Taxes		9,714		9,899
Net Income		6,517		6,671
Net Income Per Share:
Basic	$	1.73	$	1.77
Diluted	$	1.64	$	1.68

For the nine months ended:
Selling and Administrative Expenses	$	22,352	$	21,277
Operating Income		9,659		10,734
Income Before Income Taxes		8,891		9,966
Net Income		5,818		6,709
Net Income Per Share:
Basic	$	1.55	$	1.78
Diluted	$	1.46	$	1.69

As of April 30:
Stockholders’ Equity	$	25,766	$	25,548

~~Certain reclassifications have been made to the January 31, 2004 financial statements to~~-7- ~~conform to the classifications used for the period ended January 31, 2005.~~

In May 2004, the Company adopted the fair value method of accounting for stock based compensation prescribed by SFAS No. 123 under the modified prospective method permitted by SFAS No. 148. The adoption of SFAS No. 123 was effective August 1, 2003 and was reflected in the Company’s annual consolidated financial statements for the year ended July 31, 2004. Accordingly, the January 31, 2004 interim financial statements presented herein have been restated to reflect the adoption of SFAS No. 123.

The following is a summary of the effects of adoption of SFAS No. 123 on the Company’s previously reported condensed consolidated financial statements as of and for the three and six months ended January 31, 2004.

				As Restated
				for the
	As Previously			Adoption of SFAS
	Reported			No.123
For the three months ended:
Selling and Administrative Expenses	$	6,309		$	6,223
Operating Income		2,540			2,626
Income Before Income Taxes		2,350			2,436
Net Income		1,538			1,609
Net Income Per Share:
Basic	$	0.41		$	0.43
Diluted	$	0.39		$	0.40
For the six months ended:
Selling and Administrative Expenses	$	12,961		$	12,071
Operating Income (Loss)		(290	)		600
Income (Loss) Before Income Taxes		(823	)		67
Net Income (Loss)		(699	)		38
Net Income (Loss) Per Share:
Basic	$	(0.19	)	$	0.01
Diluted	$	(0.19	)	$	0.01
As of January 31:
Stockholders’ Equity	$	19,113		$	18,926

In(2) ~~December 2004~~INVENTORIES ~~the~~Inventories ~~Financial~~are ~~Accounting~~priced ~~Standards~~at ~~Board~~the ~~issued~~lower ~~Statement~~ of ~~Financial Accounting~~cost ~~Standards No. 123~~ (~~revised 2004)~~first-in, ~~Share~~first-~~Based~~out) ~~Payment,~~or ~~which~~market isand ~~effective~~consist ~~for~~of the ~~Company~~ beginning August 1, 2005. The Company is evaluating the revised standard but expects no significant impact upon adoption since it had previously adopted the fair value method of accounting for stock based compensation prescribed by SFAS No. 123. following:

(2) BALANCE SHEET DETAIL


	April 30,			April 30,			July 31,
	2005			2004			2004
				(in thousands)
Raw materials	$	14,757		$	5,980		$	6,895
Work-in-process		10,826			4,439			4,445
Finished goods		19,042			13,677			13,171
Excess, obsolete and realization reserves		(1,152	)		(1,129	)		(690	)


Total inventories	$	43,473		$	22,967		$	23,821

Inventories -

	Discontinued finished goods inventory attributable to fiscal 2005 product decisions was approximately $264,000 at April 30, 2005 as compared to approximately $3.4 million at July 31, 2004. All discontinued finished goods inventories are carried at cost, which management believes to be lower than expected realizable value. The Company expects the remaining inventory of discontinued products to be sold during fiscal 2005.

(3)	PRODUCT WARRANTIES

	The following represents a tabular presentation of the changes in the Company’s aggregate product warranty liability for the nine-month reporting period.

Inventories are priced at the lower of cost (first-in, first-out) or market and consist of the following:


	Nine Months Ended
	April 30,			April 30,
	2005			2004
	(in thousands)
Beginning balance	$	1,193		$	1,004
Warranty cost incurred		(1,465	)		(1,544	)
New warranties issued		1,554			1,858
Change in beginning of period estimate		(3	)		(8	)

Ending balance	$	1,279		$	1,310

	Jan. 31,			Jan. 31,			July 31,
	2005			2004			2004
	(in thousands)
Raw materials	$	18,529		$	10,398		$	6,895
Work-in-process		12,753			6,888			4,445
Finished goods		20,419			10,103			13,171
Reserves		(1,075	)		(1,194	)		(690	)
Total inventories	$	50,626		$	26,195		$	23,821

(4)	LONG-TERM DEBT AND REVOLVING CREDIT LINE

	Long-term debt and revolving credit line are summarized below:

Discontinued finished goods inventory approximately attributable to fiscal 2005 product decisions was approximately $791,000 at January 31, 2005 as compared to approximately $3.4 million at July 31, 2004. All discontinued finished goods inventories are carried at cost, which management believes to be lower than expected realizable value. The Company expects the remaining inventory of discontinued products to be sold during fiscal 2005.


	April 30,		April 30,		July 31,
	2005		2004		2004
			(in thousands)
Revolving credit line	$	21,352	$	11,984	$	5,295
Term loan		—		611		542
Capitalized equipment lease obligations, payable in monthly installments of approximately $113,000 including interest at rates from 3.7% to 9.1%, with final payments ranging from September 2005 through October 2009		840		2,212		2,077

		22,192		14,807		7,914

Less — current maturities		742		1,842		1,874


Total long-term debt	$	21,450	$	12,965	$	6,040

In December 2004, the Company exercised its purchase option on the Ensenada manufacturing facility and adjacent undeveloped land. In addition, the Company purchased additional undeveloped land adjacent to the leased property. The total purchase price was approximately $6.-8 ~~million.~~-

(3) PRODUCT WARRANTIES

The following represents a tabular presentation of the changes in the Company’s aggregate product warranty liability for the six-month reporting period.

	Six Months Ended
	Jan. 31,			Jan. 31,
	2005			2004
	(in thousands)
Beginning balance	$	1,193		$	1,004
Warranty cost incurred		(980	)		(1,054	)
New warranties issued		747			1,065
Change in beginning of period estimate		(8	)		24
Ending balance	$	952		$	1,039

(4) LONG-TERM DEBT AND REVOLVING CREDIT LINE

	At April 30, 2005, the Company’s financing facility consisted of a $26.5 million revolving credit line which provides for borrowings up to $26.5 million based on varying percentages of qualifying categories of receivables and inventories. Borrowing against inventories is limited to $15 million in total. The interest rate on the financing facility is determined quarterly based upon the ratio of borrowings to EBITDA (as defined in the loan documents). The Company can choose an interest rate that is prime based or LIBOR based. The interest rates range from prime to prime plus 0.25% and from LIBOR plus 1.75% to LIBOR plus 2.5%. At April 30, 2005, the interest rate was LIBOR plus 2.00% or 5.09%. The interest rate for the fourth quarter, based upon the April 30, 2005 ratio of borrowing to EBITDA, is prime or LIBOR plus 2.00%. The Company had $2.7 million available under the revolving credit line at April 30, 2005.

	The Company was in compliance with all debt covenants at April 30, 2005.

	The terms of the foregoing agreement include a commitment fee of .25% on the unused portion of the revolving credit line in lieu of compensating balances.

	The Company’s indebtedness is collateralized by substantially all of the Company’s assets.

(5)	OPERATING SEGMENTS

	The Company has one reportable segment as the CEO and President, the Company’s Chief Decision Maker, provides oversight and review based upon financial statements and financial information presented at the consolidated level.

	The Company markets its products internationally through foreign distributors, except in Canada and Australia where it has its own distribution operations. The majority of foreign sales are concentrated in Canada, Australia and Europe.

	Long-lived assets in foreign countries are disclosed in Note 2 to the Consolidated Financial Statements included in the Company’s 2004 Annual Report on Form 10-K. There are no significant long-lived assets in any foreign country other than Mexico.

~~Long~~-~~term debt and the revolving credit line are summarized below:~~9-

	Jan. 31,		Jan. 31,		July 31,
	2005		2004		2004
	(in thousands)
Revolving credit line	$	26,604	$	14,347	$	5,295
Term loan		—		680		542
Capitalized equipment lease obligations (net), payable in monthly installments of approximately $155,000 including interest at rates from 3.7% to 9.1%, with final payments ranging from March 2005 through October 2009		1,221		2,454		2,077
		27,825		17,481		7,914
Less - current maturities		1,073		1,831		1,874
Total long-term debt	$	26,752	$	15,650	$	6,040

At January 31, 2005, the Company’s financing facility consisted of a $26.5 million revolving credit line with a temporary over-line advance of up to $2 million available through March 1, 2005. The revolving credit line provides for borrowings based on varying percentages of qualifying categories of receivables and inventories. Borrowing against inventories is limited to $15 million in total. The interest rate on the financing facility is determined quarterly based upon the ratio of borrowings to EBITDA (as defined in the loan documents). The Company can choose an interest rate that is prime based or LIBOR based. The interest rates range from prime to prime plus 0.25% and from LIBOR plus 1.75% to LIBOR plus 2.50%. At January 31, 2005, the interest rate was prime. The interest rate for the third quarter, based upon the January 31, 2005 ratio of borrowing to EBITDA, is prime or LIBOR plus 2.00%. The Company had $1 million available at January 31, 2005 under the revolving credit line, inclusive of the temporary over-line.

The Company was in compliance with all debt covenants at January 31, 2005.

The terms of the foregoing agreement include a commitment fee of 0.25% based on the unused portion of the revolving credit line in lieu of compensating balances.

The Company’s indebtedness is collateralized by substantially all of the Company’s assets, except for the manufacturing facility in Ensenada, Mexico.

(5) OPERATING SEGMENTS

The Company has one reportable segment as the CEO and President, the Company’s Chief Decision Maker, provides oversight and review based upon financial statements and financial information presented at the consolidated level.

The Company markets its products internationally through foreign distributors, except in Canada and Australia where it has its own distribution operations. The majority of foreign sales are concentrated in Canada, Australia and Europe.

Long-lived assets in foreign countries are disclosed in Note 2 to the Consolidated Financial Statements included in the Company’s 2004 Annual Report on Form 10-K. There are no significant long-lived assets in any foreign country other than Mexico.

(6)

EARNINGS PER SHARE

Basic and diluted earnings per share isare calculated as follows:

	Income		Shares		Per-Share
	(Numerator)		(Denominator)		Amount
For the three months ended January 31, 2005
For the three months ended April 30, 2005
Basic and Diluted EPS
Net Income available to common stockholders	$	26,~~168~~440,000		5,135,516	$	01.4225
For the three months ended January 31, 2004
For the three months ended April 30, 2004
Basic EPS
Net Income available to common stockholders	$	16,~~609~~671,000		3,761,196	$	01.4377
Effect of Dilutive Securities
2001 Stock Option Plan Options		—		~~217~~220,~~239~~578
Diluted EPS
Net Income available to common stockholders + assumed conversions	$	16,~~609~~671,000		3,~~978~~981,~~435~~774	$	01.4068
For the six months ended January 31, 2005
For the nine months ended April 30, 2005
Basic EPS
Net Income available to common stockholders	$	~~463~~6,903,000		4,~~765~~885,~~016~~802	$	01.1041
Effect of Dilutive Securities
2001 Stock Option Plan Options (a)		—		—
Diluted EPS
Net Income available to common stockholders + assumed conversions	$	~~463~~6,903,000		4,~~765~~885,~~016~~802	$	01.1041
For the six months ended January 31, 2004
For the nine months ended April 30, 2004
Basic EPS
Net Income available to common stockholders	$	386,709,000		3,761,196	$	01.0178
Effect of Dilutive Securities
2001 Stock Option Plan Options		—		~~208~~213,~~340~~413
Diluted EPS
Net Income available to common stockholders + assumed conversions	$	386,709,000		3,~~969~~974,~~536~~609	$	01.0169

(a) The options outstanding in the first quarter of fiscal 2005, prior to their exercise, were antidilutive. Therefore, in accordance with SFAS No. 128, these options are excluded from the ~~six~~nine month ~~January 31~~April 30, 2005 EPS calculation.

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(7) SECONDARY PUBLIC OFFERING

(7)	SECONDARY PUBLIC OFFERING

	On September 17, 2004, the Company completed a secondary public offering of 2,160,758 shares of common stock which included 1,000,000 shares that were sold by the Company. In conjunction with the offering, all outstanding stock options vested. On October 4, 2004, the Company completed the sale of an additional 150,000 shares that resulted from the exercise of the over-allotment option by JP Morgan Securities, Inc. The net proceeds from the sale of the 1,150,000 shares by the Company in the secondary public offering were $25,230,000.

	The option holders exercised a portion of their options and sold the related shares in the secondary public offering. Prior to October 31, 2004, the option holders exercised all remaining outstanding options.

OnPart ~~September 17~~I, ~~2004, the Company completed a secondary public offering of~~ Item 2~~,160,758 shares~~ ~~of common stock which included 1,000,000 shares that were sold by the Company. In conjunction~~ with the offering, all outstanding stock options vested. On October 4, 2004, the Company completed the sale of an additional 150,000 shares that resulted from the exercise of the over-allotment option by JP Morgan Securities, Inc. The net proceeds from the sale of the 1,150,000 shares by the Company in the secondary public offering were $25,230,000.

~~The~~MANAGEMENT’S ~~option~~DISCUSSION ~~holders~~AND ~~exercised~~ANALYSIS aOF ~~portion~~FINANCIAL ofCONDITION ~~their~~AND ~~options~~RESULTS ~~and~~OF ~~sold the related shares in the~~OPERATIONS ~~secondary public offering. Prior to October 31, 2004, the option holders exercised all~~ ~~remaining outstanding options.~~

Part I, Item 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the condensed consolidated financial statements, including the related notes, appearing in Item 1 of this Form 10-Q. For a description of our critical accounting policies and an understanding of the significant factors that influence our performance, see our Annual Report on Form 10-K for the year ended July 31, 2004.

As discussed in Note 1 to the condensed consolidated financial statements, ~~the~~our ~~Company’s~~ financial ~~statements~~ statements for the three months and ~~six~~nine months ended ~~January~~April 3130, 2004 have been restated to reflect ~~the~~ the adoption of SFAS No. 123. The accompanying management’s discussion and analysis gives effect to that restatement.

Company Overview

We design, manufacture, market and sell a comprehensive range of high-quality, cost-effective sound navigation and ranging (SONAR) and global positioning system (GPS) products and digital mapping systems under two different ~~brand~~trade names (Lowrance and Eagle) for use in marine, general consumer (includes outdoor recreational use and vehicular navigation systems) and aviation markets. Our SONAR and combination SONAR/GPS products graphically display underwater information and are used as fishfinders, navigational and safety devices by both inland, coastal and offshore fishermen as well as recreational boaters. Our handheld and portable GPS products are used in avionic and vehicular navigational applications and by outdoor enthusiasts for camping, hunting, hiking and other recreational uses. Currently, we offer approximately 8690 different marine, outdoor, aviation and original equipment manufacturer products.

We market our products to dealers, distributors, mass merchants and original equipment manufacturers who in turn sell our products in the consumer marketplace. Demand for our products has historically been seasonal with the lowest sales occurring in the first fiscal quarter (August through October) and the highest sales occurring in the third fiscal quarter (February through April) due to marine consumer purchases during the beginning of the boating season. We focus on developing product lines that address most price points in our markets in order to provide a broad range of capabilities and features to consumers. We have increased the number of new product introductions in each of the last three fiscal years and in the current fiscal year. For the fiscal year 2005, we introduced more than 50 new SONAR and GPS products. The introduction of new products has resulted in the increase in sales and gross margin discussed below.

Our successful operations and strong competitive position are dependent to a great extent upon our ability to anticipate and react to the technological innovations inherent within our industry. To augment our continued investment in product research and development, we utilize several manufacturing and design technologies, which have been essential to the development of our breakthrough SONAR and GPS products. These advanced technologies have allowed us to reduce our material and manufacturing costs and have provided improved product performance. They include:

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	•	Surface Mount Technology (SMT) production equipment;

	•	Computer Aided Design (CAD) systems;

	•	Application Specific Integrated Circuits (ASICS);

	•	Tape Automated Bonding (TAB);

	•	Chip-On-Flex (COF);

	•	Chip-On-Glass (COG);

	•	System-On-Chip (SOC); and

	•	Liquid Crystal Display (LCD) assembly.

We believe that we were first to utilize many of these manufacturing and design technologies, which helped provide a competitive advantage and differentiation in the marketplace. We intend to continue our focus on developing and delivering leading-edge products based upon our innovations.

Executive Summary

During the quarter and ~~six~~nine months ended ~~January~~April 3130, 2005, we noted:

-• Sales for the quarter were $3253.62 million, a 3314.49% increase from the same period last year. Sales for the ~~six~~nine months were $50103.13 million, a 3021.28% increase from the same period last year. -• Fully diluted net income per share for the quarter was $01.4225, as compared to $01.4068 for the same period last year. Fully diluted net income per share for the ~~six~~nine months was $01.1041, as compared to $01.0169 for the same period last year. -• Gross profit ~~margin~~for the quarter increased by $20.35 million, ~~for~~a ~~the~~2.6% ~~quarter~~increase asover ~~compared to~~ the same period last year,. ~~and~~Gross ~~gross~~ profit ~~margin~~for ~~increased~~the bynine months increased $34.83 million, ~~for~~a ~~the~~12% ~~six~~increase ~~months~~over ~~as compared to~~ the same period last year. -• As part of an on-going commitment to develop new technology and improve existing technology, we had an average of 7seven additional design engineers for the quarter and ~~6 additional design engineers~~ for the ~~six~~nine months as compared to the average for the same periods last year. -• During the first quarter we received $25.2 million in net proceeds from our secondary public offering. We utilized these proceeds to pay off our remaining term loan, pay down our revolving credit line outstanding as of that date and for general operating uses.

Three ~~Months~~months ~~Ended~~ended ~~January~~April 3130, 2005

Financial Highlights

The following tables set forth selected amounts, ratios and relationships calculated from the ~~Condensed~~condensed ~~Consolidated~~consolidated ~~Statements~~statements of ~~Operations~~income and ~~Comprehensive~~comprehensive ~~Income~~income for the three months ended ~~January~~April 3130, 2005 and 2004:

	Three Months Ended				Increase / (Decrease)
	January 31				From 2004
	April 30,				From 2004
(dollars in thousands)	2005		2004		$			%
Net Sales	$	3253,~~646~~200	$	2446,~~468~~296	$	86,~~178~~904			3314.49	%
Gross Profit		1221,~~321~~197		1020,~~063~~656		~~2,258~~541			222.46	%
Selling and Administrative Expenses		710,~~429~~055		69,~~223~~206		~~1,206~~849			199.42	%
Research and Development Expenses		1,~~533~~417		1,~~214~~316		~~319~~101			267.37	%
Operating Income		39,~~359~~725		210,~~626~~134		~~733~~(409	)		27(4.90	)%
Interest Expense		~~222~~361		~~165~~187		57174			3493.50	%
Pretax Income		39,~~146~~340		29,~~436~~899		~~710~~(559	)		29(5.16	)%
Net Income	$	26,~~168~~440	$	16,~~609~~671	$	~~559~~(231	)		34(3.75	)%

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	Three Months Ended
	January 31,
	April 30,
Expressed as a percent of net sales:	2005			2004
Gross Profit		3739.78	%		4144.16	%
Selling and Administrative Expenses		2218.89	%		2519.49	%
Research and Development Expenses		42.7	%		52.08	%
Operating Income		1018.3	%		1021.79	%
Interest Expense		0.7	%		0.74	%
Pretax Income		917.6	%		1021.04	%
Net Income		612.61	%		614.64	%

Results of Operations

Sales and Margin

~~Our~~Total ~~total~~ net sales increased by $86.29 million, or 3314.49%, for the three months ended ~~January~~April 3130, 2005, as compared to the same period last year, on a 192.85% increase in unit sales. This year over ~~year~~ year increase in sales is due to:

• New ~~SONAR~~Automotive ~~and SONAR/~~GPS ~~navigation~~ products ~~at new price points in~~ (the ~~upper~~IWAY500C ~~end~~and of100M), ~~our~~which ~~price~~began ~~range~~to ~~introduced~~ship ~~during~~in ~~the~~October ~~first and second quarters of fiscal 2005~~2004. • New GPS handhelds introduced during the fourth quarter of fiscal 2004 and the first quarter of fiscal 2005. • ANew ~~new~~SONAR ~~Automotive~~and SONAR/GPS ~~product,~~navigation ~~the~~products ~~IWAY~~at ~~500C,~~new ~~which~~price ~~began~~points ~~shipping~~ in ~~late~~the ~~October~~upper ~~2004.~~end •of ~~Increased~~our ~~sales~~price ~~from~~point ~~new~~range ~~product~~introduced ~~introductions~~during atthe ~~previously~~first ~~existing~~and ~~price~~second ~~points~~quarters of fiscal 2005.

~~The~~Gross ~~gross~~ profit ~~margin~~ increased by $20.35 million, or 222.46%, for the three months ended ~~January~~April 3130, 2005, as compared to the same period last year. The gross ~~margin~~profit increase is due to the same factors noted above in the discussion of the sales increase. ~~The~~Gross ~~gross~~profit ~~margin~~ expressed as a percentage of ~~net~~ sales decreased to 3739.78% as compared to 4144.16% last year. The year over year decrease in the gross ~~margin~~ profit percentage is a result of increased sales of our Automotive GPS ~~handhelds~~ and ~~Automotive~~ GPS handheld products, which have ~~carry a~~ lower gross ~~margin~~profit ~~percentage~~percentages than ~~that of~~ our ~~SONAR~~marine ~~and SONAR/GPS navigation~~ products.

Operating Expenses and Income

Operating expenses increased by $1.50 million, or 209.50%, during the three months ended ~~January~~April 3130, ~~2005~~ 2005 compared to the same period last year. Operating expenses as a percentage of sales ~~were~~decreased 27to 21.56% for the three months ended April 30, 2005 as compared to 3022.47% for the previous year. Operating expenses are comprised of selling and administrative expenses and research and development expenses. The following paragraphs discuss the changes in these specific expense line items.

~~Selling~~During the three months ended April 30, 2005, selling and administrative expenses increased by $10.2 8 million, or 199.42%, ~~for~~over the ~~three~~previous ~~months ended January 31, 2005 as compared to the prior~~ year primarily as a result of increased advertising, ~~selling~~ selling, and marketing efforts ~~relating~~focused toon new ~~product introductions~~products, in particular ~~that~~the IWAY500C. Variable selling costs such as freight and cash discounts increased as a result of ~~the~~increased ~~IWAY~~sales in addition to year ~~500C~~over year cost increases for consulting fees related to Sarbanes-Oxley compliance efforts.

Research and development expenses increased by $~~319~~101,000, orduring ~~26.3%, for~~ the three months ended ~~January~~ April 3130, 2005 as compared to the ~~prior~~same period last year due primarily asto astaffing ~~result~~increases ofin ~~staffing~~design engineering and related support staff. These increases were partially offset by increased allocations to manufacturing resulting from the transition of new products from design to production. For the three months ended ~~January 31,~~April ~~2005,~~ we had an average of 7seven additional design engineers as compared to the ~~average for the~~ same period last year.

-13-

Interest Expense

Interest expense for the three months ended ~~January~~April 3130, 2005 increased by $57174,000, or ~~34.5~~93%, as compared to the previous year and ~~remained~~increased ~~the same~~ as a percentage of sales atto 0.7% from 0.4% year over year. The interest rate on ~~the~~our ~~Company’s~~ primary ~~financing~~credit facility ranged from 54.00875% to 5.2575% for the three months ended ~~January~~April 3130, 2005 as compared to 4.5% for the same period last year. The prime rate ranged from 45.7525% to 5.2575% for the three months ended ~~January~~April 3130, 2005 as compared to 4.0% for the three months ended ~~January~~April 3130, 2004.

Income Taxes

The effective tax rates were 31.10% and 3332.96%, respectively, for the three months ended ~~January~~April 3130, 2005 and 2004. The effective tax rates differ from the statutory rates due to the impact of foreign taxes, the ~~U.S.~~United States treatment of foreign operations, state taxes, ~~and~~tax credits and permanent differences in the treatment of items from an income tax versus financial reporting perspective. ~~The change in~~ ~~effective tax rates is due to the impact of additional research and development tax credits and~~ ~~foreign taxes that do not fluctuate in direct proportion to our consolidated results from~~ ~~operations.~~

~~Six~~Nine ~~Months~~months ~~Ended~~ended ~~January~~April 3130, 2005

Financial Highlights

The following tables set forth selected amounts, ratios and relationships calculated from the ~~Condensed~~condensed ~~Consolidated~~consolidated ~~Statements~~statements of ~~Operations~~income and ~~Comprehensive~~comprehensive Income for the ~~six~~nine months ended ~~January~~April 3130, 2005 and 2004:

Six Months Ended

Increase / (Decrease)

Nine Months Ended

Increase (Decrease)

January 31,

From 2004

April 30,

From 2004

(dollars in thousands)

2005

2004

Net Sales

50103,~~121~~321

3884,~~504~~800

1118,~~617~~521

3021.28

Gross Profit

1840,~~865~~062

1535,~~115~~771

34,~~750~~291

2412.80

Selling and Administrative Expenses

1424,~~562~~617

1221,~~071~~277

23,~~491~~340

2015.67

Research and Development Expenses

34,~~224~~641

23,~~444~~760

~~780~~881

3123.94

Operating Income

110,~~079~~804

~~600~~10,734

~~479~~70

790.87

Interest Expense

~~344~~705

~~371~~558

~~(27~~147

)

(726.3

Pretax Income

~~679~~10,019

679,966

~~612~~53

~~913~~0.45

Net Income

~~463~~6,903

386,709

~~425~~194

~~1,118~~2.49

	Six Months Ended
	Nine Months Ended
	January 31,
	April 30,
Expressed as a percent of net sales:	2005			2004
Gross Profit		3738.68	%		3942.32	%
Selling and Administrative Expenses		2923.18	%		3125.31	%
Research and Development Expenses		6.4.5	%		64.34	%
Operating Income		210.25	%		112.67	%
Interest Expense		0.7	%		1.0.7	%
Pretax Income		19.47	%		011.28	%
Net Income		06.97	%		07.19	%

-14-

Sales and Margin

Total net sales increased by $1118.65 million, or 3021.28%, for the ~~six~~nine months ended ~~January~~April 3130, 2005, as compared to the same period last year, on ana 1810.97% increase in unit sales. This year over year increase in sales is due to:

• New ~~SONAR~~Automotive ~~and SONAR/~~GPS ~~navigation~~ products ~~at new price points in~~ (the ~~upper~~IWAY500C ~~end of our price range introduced during the first~~ and ~~second~~100M), ~~quarters~~which ofbegan ~~fiscal~~to ~~2005~~ship in ~~addition~~October ~~to new products introduced after the first quarter of fiscal~~ 2004 ~~that shipped throughout the first quarter of fiscal 2005~~. • New GPS handhelds introduced during the ~~first and~~ fourth ~~quarters~~quarter of fiscal 2004 and the first quarter of fiscal 2005. • ANew ~~new~~SONAR ~~Automotive~~and SONAR/GPS ~~product,~~navigation ~~the~~products ~~IWAY~~at ~~500C,~~new ~~which~~price ~~began~~points ~~shipping~~ in ~~late~~the ~~October~~upper ~~2004.~~end •of ~~Increased~~our ~~sales~~price ~~from~~point ~~new~~range ~~product~~introduced ~~introductions~~during atthe ~~previously~~first ~~existing~~and ~~price~~second ~~points~~quarters of fiscal 2005.

~~The~~Gross ~~gross~~ profit ~~margin~~ increased by $34.83 million, or 2412.80%, for the ~~six~~nine months ended ~~January~~April 3130, 2005 as compared to the same period last year. The gross ~~margin~~profit increase is due to the same factors noted above in the discussion of the sales increase. The gross profit ~~margin~~ expressed as a percentage of net sales decreased to 3738.68% as compared to 3942.32% last year. The year over year decrease in the gross profit ~~margin~~ percentage is a result of increased sales of our Automotive GPS ~~handhelds~~ and ~~Automotive~~ GPS handheld products, which ~~carry~~have a lower gross ~~margin~~profit ~~percentage~~percentages than ~~that of~~ our ~~SONAR~~marine ~~and SONAR/GPS navigation~~ products.

Operating Expenses and Income

Operating expenses increased by $34.32 million, or 2216.59%, during the ~~six~~nine months ended ~~January~~April 3130, ~~2005~~ 2005 compared to the same period last year. Operating expenses as a percentage of sales decreased to 35to 28.53% from 3729.75% during the ~~six~~nine months ended ~~January~~April 3130, 2005. Operating expenses are comprised of of selling and administrative expenses and research and development expenses. The following paragraphs discuss the changes in these specific expense line items.

During the ~~six~~nine months ended ~~January~~April 3130, 2005, selling and administrative expenses increased by $23.53 million, or 2015.67%, over the previous year primarily asdue ato ~~result of~~ increased advertising, selling ~~and~~ and marketing efforts ~~relating~~focused toon new ~~product introductions~~products, in particular ~~that~~the ofIWAY500C. ~~the~~In ~~IWAY~~addition, ~~500C. Other~~there were year over year cost increases ~~include~~for ~~business insurance and~~ consulting fees related to Sarbanes-Oxley compliance efforts and increased variable selling costs such as freight and cash discounts as a result of increased sales.

Research and development expenses increased by $~~780~~881,000, or 23.4%, during the ~~six~~nine months ended ~~January~~ April 3130, 2005 as compared to the same period last year due primarily to staffing increases in design engineer and related support staff and to requisite increases in related development expenses such as lab supplies and prototypes. For the ~~six~~ nine months ended ~~January~~April 3130, 2005, we had an average of seven 6 additional design engineers as compared to ~~the~~ ~~average for~~ the same period last year.

Interest Expense

Interest expense for the ~~six~~nine months ended ~~January~~April 3130, 2005 ~~decreased~~increased by $27147,000, or (726.3%), as compared to the previous year and ~~decreased~~remained the same as a percentage of sales toof 0.7% ~~from~~for ~~1.0% year over~~both ~~year~~periods. The interest rate on ~~the~~our ~~Company’s~~ primary ~~financing~~credit facility ranged from 43.595% to 5.2575% for the ~~six~~ nine months ended ~~January~~April 3130, 2005 as compared to a range of 4.75% to 5.75% for the same period last year. The prime rate ranged from 4.255% to 5.2575% for the ~~six~~nine months ended ~~January~~April 3130, 2005 as compared to a range of 4.025% to 4.75% for the ~~six~~nine months ended ~~January~~April 3130, 2004.

Income Taxes

The effective tax rates were 31.81% and 4332.37%, respectively, for the ~~six~~nine months ended ~~January~~April 3130, 2005 and 2004. The effective tax rates differ from the statutory rates due to the impact of foreign taxes, the ~~U.S.~~United States treatment of foreign operations, state taxes, ~~and~~tax credits and permanent differences in the treatment of items from an income tax versus financial reporting perspective. ~~The change in~~ ~~effective tax rates is due to the impact of additional tax credits and foreign taxes that do not~~ ~~fluctuate in direct proportion to our consolidated results from operations.~~

-15-

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements as described in Section 13(j) of the Securities Exchange Act of 1934.

Liquidity and Capital Resources

General

We require capital principally for capital expenditures, working capital and interest payments. Our capital expenditures typically relate to new product tooling and manufacturing equipment. Working capital is required ~~primarily~~principally to fund inventory through payments to suppliers and manufacturing payroll costs until the inventory is sold and the receivables collected. Our working capital requirements are seasonal and vary from period to period depending on manufacturing volumes, timing of shipments and the payment cycles of our customers and suppliers.

Sources of Capital

Our primary sources of liquidity are cash flows from operating activities, our revolving credit facility and lease financing. Our revolving credit facility consists, as of ~~January 31, 2005, of~~ a $26.5 million ~~revolving credit~~ line ~~with a temporary over-line advance of up to $2 million available through March 1, 2005~~. The line of credit includes a borrowing base of 85% of qualifying accounts receivable, 30% of qualifying raw material inventory and 60% of qualifying finished goods inventory with borrowings from inventories limited to $15 million. At ~~January~~April 3130, 2005, we had $1 2.7 million available under the revolving credit line~~, inclusive of the temporary over-line~~. During the first quarter, we completed a secondary public offering in which we sold 1,150,000 shares. The net proceeds from the secondary public offering were $25.5 2 million. At the close of the secondary public offering, we utilized these proceeds to pay off our remaining term loan, and pay down our revolving credit line outstanding at the time.

~~The~~We ~~Company~~were ~~was~~ in compliance with all loan covenants at ~~January~~April 3130, 2005.

Cash ~~Flows~~flows

Cash flows used in operating activities were $3325.94 million for the ~~six~~nine months ended ~~January~~April 3130, ~~2005~~ 2005 as compared to $7.2.1 million for the same period last year. The ~~change~~increase was primarily due to ~~increased~~higher ~~inventory~~inventories and accounts receivable ~~levels~~during inthe first nine months of fiscal 2005 as compared to the same period last year. WeOur ~~increased~~inventories ~~finished goods inventory in order to provide manufacturing flexibility during our peak season as we entered the new automotive turn-by-turn market. We also~~ increased ~~our raw material purchases~~ as a result of ~~the~~sales ~~current market conditions in the electronic component industry which are impacting lead times for those components. Accounts receivable~~ increases ~~are related~~and to the ~~year over year~~ increase in ~~net~~the ~~sales;~~number inof ~~particular,~~products ~~January 2005 sales were $7.4 million higher than sales~~ in ~~January 2004,~~our anproduct ~~increase of 72~~lines.~~7%.~~ ~~Operating~~Cash ~~cash flows were~~ utilized tofor ~~fund~~ capital expenditures was of $1011.63 million, $6.8 million of which was related to the purchase of our formerly leased manufacturing facility in Ensenada, Mexico, plus some additional undeveloped land adjacent to the formerly leased facility.

Discontinued finished goods inventory attributable to fiscal 2005 product decisions was approximately $~~791~~264,000 at April 30, 2005 as compared to approximately $3.4 million at July 31, 2004. All discontinued inventories are carried at cost, which management believes to be lower than ~~expected~~ expected realizable value. We expect the remaining inventory of discontinued products to be sold ~~during~~ during fiscal 2005. Management monitors all inventories via various inventory control and review processes which include, but are not limited to, forecast review and inventory reduction meetings, graphical presentations and forecast versus inventory status reports. Management believes these processes are adequate.

AsDemand afor ~~result~~our ofproducts is seasonal. ~~product demand~~Accordingly, we utilize the revolving credit line to address ~~our~~ our fluctuating liquidity needs. ~~With~~Operating ~~the peak of our selling season occuring during the third quarter, operating~~ cash flows during ~~our~~the third and fourth quarters are historically stronger than our first two fiscal quarters. Management expects ~~positive~~continued positive cash flow ~~from operations~~ in ~~our~~the ~~third and~~ fourth ~~quarters as a result of the third~~ quarter ~~peak selling season~~. Management believes the sources of liquidity discussed above are adequate to satisfy our current working capital and capital equipment needs. However, if we decide to pursue future acquisitions or make capital expenditures not currently anticipated, we may need to raise additional capital.

-16-

working capital and capital equipment needs. However, if we decide to pursue future acquisitions or make capital expenditures not currently anticipated, we may need to raise additional capital.

Recent Accounting Pronouncements

In December 2004 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, which is effective for the Company beginning August 1, 2005. The Company is evaluating the revised standard but expects no significant impact upon adoption since it had previously adopted the fair value method of accounting for stock based compensation prescribed by SFAS No. 123.

Outlook and Uncertainties

Certain matters discussed in this report, excluding historical information, include certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, that involve risks and uncertainties. We and our representatives may from time to time make written or verbal forward-looking statements, including statements contained in filings with the Securities and Exchange Commission and in the report to stockholders. Statements that address our operating performance, events or developments that we expect or anticipate will occur in the future, including statements relating to sales and earnings growth, statements expressing general optimism about future operating results and statements relating to liquidity and future financing plans are forward-looking statements. Although we believe that such forward-looking statements are based on management’s then-current views and reasonable assumptions, no assurance can be given that every objective will be reached. Such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995.

As required by the Private Securities Litigation Reform Act of 1995, we hereby identify the following factors that could cause actual results to differ materially from any results projected, forecasted, estimated or budgeted by us in forward-looking statements:

• Financial performance and cash flow from operations in fiscal 2005 are based on attaining current projections. • Production delays due to raw material shortages or unforeseen competitive pressures could have a materially adverse effect on current projections. • Because of the dynamic environment in which ~~the~~we ~~Company operates~~operate, one or more key factors discussed in “Part I, Item 1. Business” of our most recent Form 10-K could have an adverse effect on expected results for fiscal 2005.

Item 3. Quantitative and Qualitative ~~Disclosure~~Disclosures ~~about~~About Market Risk

We are exposed to cash flow and interest rate risk due to changes in interest rates with respect to our long-term debt. See Note 4 to the condensed consolidated financial statements for details on ~~our~~ our long-term debt. A 0.5% increase in the prime rate for the ~~six~~nine months ended ~~January~~April 3130, 2005 ~~would~~ would have had a negative after-tax impact on earnings of approximately $835,000.

We are subject to foreign currency risk due to the location of our manufacturing facility in Mexico and sales from each of our distribution facilities in Canada and Australia, which are denominated in the local ~~currency~~currencies. Sales to other countries are denominated in U.S. dollars. Although fluctuations have occurred in the Mexican peso, the Canadian dollar and the Australian dollar, such fluctuations have not historically had a significant impact on our financial statements taken as a whole. A 10% unfavorable change in the currency exchange rates would result in a foreign exchange loss of approximately $23150,000 on intercompany balances recorded at ~~January~~April 3130, 2005.

17 Item 4. Controls and Procedures

~~Table~~The Principal Executive Officer and the Principal Financial Officer have evaluated the effectiveness of ~~Contents~~the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of April 30, 2005, the end of the period covered by this report. Based on that evaluation, the Company’s Principal Executive Officer and Principal Financial Officer have concluded that these controls and procedures were effective as of that date.

~~Item 4.~~In ~~Control~~connection with the evaluation described above, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and ~~Procedures~~15d-15(f) under the Exchange Act) during the quarter ended April 30, 2005 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Principal Executive Officer and the Principal Financial Officers have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-~~15(e) and 15d~~17-~~15(e) of the Exchange Act) as of January 31, 2005, the end of~~ the period covered by this report. Based on that evaluation, the Company’s Principal Executive Officer and Principal Financial Officer have concluded that these controls and procedures were effective as of that date.

InTable connectionof with the evaluation described above, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended January 31, 2005 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Contents

PART II --— OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable

Item 3. Defaults upon Senior Securities

Not applicable

Item 4. Submission of Matters to a Vote of Security Holders

On Not ~~December 14, 2004, the Company held its Annual Meeting of Stockholders. The matters presented~~applicable ~~to Stockholders and voted on at the meeting, and the results thereof, are as follows:~~

A.Item ~~The Company’s Stockholders elected the following Directors for a one-year term~~5. ~~The~~Other ~~voting results were as follows:~~Information

	Votes For		Votes Withheld
Darrell J. Lowrance		4,911,356		97,845
Jason C Sauey		4,909,901		99,300
George W. Jones		4,911,501		97,700
M. Wayne Williams		4,911,401		97,800

Not applicable

BItem 6. ~~The~~Exhibits ~~Company’s Stockholders ratified the appointment of Deloitte~~ and ~~Touche~~Reports ~~LLP~~on asForm ~~the Company’s independent accountants for the fiscal year ending July 31, 2005. The voting results were as follows:~~8-K

		Votes For				Votes Against				Abstaining
Ratification of appointment of independent accountants			4,925,310				16,351				67,540

(a.)

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

~~Item~~Exhibit ~~5. Other Information~~Index:

Not applicable.

	3.1	Restated Certificate of Incorporation of Lowrance Electronics, Inc., incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q dated October 31, 2002.

	3.2	By-Laws of Lowrance Electronics, Inc., incorporated by reference to Exhibit 3.2 to the Company’s 2003 Report on Form 10-K.

	4.1	Shareholders’ Agreement dated December 22, 1978, by and between Darrell J. Lowrance, James L. Knight, and Ben V. Schneider incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (SEC File No. 33-9464).

	4.2	First Amendment to Shareholders’ Agreement dated October 7, 1986 by and between Darrell J. Lowrance, James L. Knight, and Ben V. Schneider incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 (SEC File No. 33-9464).

	4.3	Agreement between Stockholders dated October 7, 1986, by and between the Company and Darrell J. Lowrance, James L. Knight, and Ben V. Schneider incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1 (SEC File No. 33-9464).

	10.2	Lowrance Retirement Plan and Trust incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (SEC File No. 33-9464).

	10.3	Form of Distributor Agreements incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (SEC File No. 33-9464).

~~Item 6. Exhibits and Reports on Form 8~~-K18-

(a.)Table The exhibits listed on the following Exhibit Index are filed as part of this Report. Exhibits required by Item 601 of Regulation S-K, but which are not listed below, are inapplicable.Contents

Exhibit Index: 3.1 Restated Certificate of Incorporation of Lowrance Electronics, Inc., incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q dated October 31, 2002.

	10.13	Loan and Security Agreement dated December 15, 1993, by the Company in favor of Barclays Business Credit, Inc., incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).

	10.14	Amended and Restated Secured Promissory Note dated October 16, 1995, by and between the Company and Shawmut Capital Corporation (formerly Barclays Business Credit, Inc.), incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).

	10.15	Amended and Restated Revolving Credit Notes dated October 16, 1995, by and between the Company and Shawmut Capital Corporation (formerly Barclays Business Credit, Inc.), incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).

	10.16	First Amendment to Loan and Security Agreement dated October 16, 1995, by and between the Company and Shawmut Capital Corporation (formerly Barclays Business Credit, Inc.), incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).

	10.17	Amended and Restated Stock Pledge Agreement dated October 16, 1995, by and between the Company and Shawmut Capital Corporation (formerly Barclays Business Credit, Inc.), incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement of Form S-1 (SEC File No. 333-116490).

	10.18	Unconditional Guaranty dated October 16, 1995, by and between Sea Electronics, Inc. and Shawmut Capital Corporation, incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).

	10.19	First Amendment to Mortgage, Security Agreement, Financing Statement and Assignment of Rents dated October 16, 1995, by and between the Company and Shawmut Capital Corporation (formerly Barclays Business Credit, Inc.) incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).

	10.20	Lease Agreement entered into by and between Eric Juan De Dios Flourie Geffroy and Electronica Lowrance De Mexico, S. A. de C. V. dated August 30, 1996, incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).

	10.21	Lease Agreement entered into by and between Refugio Geffroy De Flourie, Eric Juan De Dios Flourie Geffroy, Elizabeth Flourie Geffroy, Edith Flourie Geffroy and Electronica Lowrance De Mexico, S. A. de C. V. dated August 30, 1996, incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).

	10.22	Second Amendment to Loan and Security Agreement dated November 1, 1996, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).

	10.23	Third Amendment to Loan and Security Agreement dated December 31, 1996, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).

18-19-

3.2		By-Laws of Lowrance Electronics, Inc., incorporated by reference to Exhibit 3.2 to the Company’s 2003 Report on Form 10-K.
	10.24	Fourth Amendment to Loan and Security Agreement dated August 14, 1997, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
4.1		Shareholders’ Agreement dated December 22, 1978, by and between Darrell J. Lowrance, James L. Knight, and Ben V. Schneider incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (SEC File No. 33-9464).
	10.25	Fifth Amendment to Loan and Security Agreement dated August 25, 1997, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
4.2		First Amendment to Shareholders’ Agreement dated October 7, 1986 by and between Darrell J. Lowrance, James L. Knight, and Ben V. Schneider incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 (SEC File No. 33-9464).
	10.26	Sixth Amendment to Loan and Security Agreement dated August 28, 1997, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
4.3		Agreement between Stockholders dated October 7, 1986, by and between the Company and Darrell J. Lowrance, James L. Knight, and Ben V. Schneider incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1 (SEC File No. 33-9464).
	10.27	Seventh Amendment to Loan and Security Agreement dated November 6, 1997, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
10.2		Lowrance Retirement Plan and Trust incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (SEC File No. 33-9464).
	10.28	Eighth Amendment to Loan and Security Agreement dated December 9, 1997, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
10.3		Form of Distributor Agreements incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (SEC File No. 33-9464).
	10.29	Ninth Amendment to Loan and Security Agreement dated September 14, 1998, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
10.13		Loan and Security Agreement dated December 15, 1993, by the Company in favor of Barclays Business Credit, Inc., incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.30	Tenth Amendment to Loan and Security Agreement dated November 12, 1998, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
10.14		Amended and Restated Secured Promissory Note dated October 16, 1995, by and between the Company and Shawmut Capital Corporation (formerly Barclays Business Credit, Inc.), incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.31	Eleventh Amendment to Loan and Security Agreement dated March 14, 2000, by and between the Company and Fleet Capital, incorporated by reference to Exhibit 10.31 to the Company’s 2000 Annual Report on Form 10-K.
10.15		Amended and Restated Revolving Credit Notes dated October 16, 1995, by and between the Company and Shawmut Capital Corporation (formerly Barclays Business Credit, Inc.), incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.32	Twelfth Amendment to Loan and Security Agreement dated October 18, 2000, by and between the Company and Fleet Capital, incorporated by reference to Exhibit 10.32 to the Company’s October 31, 2000 Quarterly Report on Form 10-Q.
10.16		First Amendment to Loan and Security Agreement dated October 16, 1995, by and between the Company and Shawmut Capital Corporation (formerly Barclays Business Credit, Inc.), incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.33	Employment Agreement for Douglas J. Townsdin, dated as of April 7, 2000, incorporated by reference to Exhibit 10.33 to the Company’s 2001 Annual Report on Form 10-K.
10.17		Amended and Restated Stock Pledge Agreement dated October 16, 1995, by and between the Company and Shawmut Capital Corporation (formerly Barclays Business Credit, Inc.), incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement of Form S-1 (SEC File No. 333-116490).
	10.34	Employment Agreement for Bob G. Callaway, dated as of March 27, 2000, incorporated by reference to Exhibit 10.34 to the Company’s 2001 Annual Report on Form 10-K.
10.18		Unconditional Guaranty dated October 16, 1995, by and between Sea Electronics, Inc. and Shawmut Capital Corporation, incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.35	Employment Agreement for Mark C. McQuown, dated as of April 7, 2000, incorporated by reference to Exhibit 10.35 to the Company’s 2001 Annual Report on Form 10-K.
10.19		First Amendment to Mortgage, Security Agreement, Financing Statement and Assignment of Rents dated October 16, 1995, by and between the Company and Shawmut Capital Corporation (formerly Barclays Business Credit, Inc.) incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.36	Employment Agreement for Jane M. Kaiser, dated as of April 7, 2000, incorporated by reference to Exhibit 10.36 to the Company’s 2001 Annual Report on Form 10-K.

19-20-

10.20		Lease Agreement entered into by and between Eric Juan De Dios Flourie Geffroy and Electronica Lowrance De Mexico, S. A. de C. V. dated August 30, 1996, incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.37	A Lease Agreement entered into by and between Eric Juan de Dios Flourie Geffroy, Refugio Geffroy de Flourie, Elizabeth Pierret Pepita Flourie Geffroy, Edith Elizabeth Cuquita Flouri Geffroy and Lowrance Electronica de Mexico, S.A. de C.V. dated May 11, 2001, incorporated by reference to Exhibit 10.37 to the Company’s 2001 Annual Report on Form 10-K.
10.21		Lease Agreement entered into by and between Refugio Geffroy De Flourie, Eric Juan De Dios Flourie Geffroy, Elizabeth Flourie Geffroy, Edith Flourie Geffroy and Electronica Lowrance De Mexico, S. A. de C. V. dated August 30, 1996, incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.38	Amended and Restated 2001 Stock Option Plan of the Company, incorporated by reference to Exhibit 10.38 to the Company’s 2003 Annual Report on Form 10-K.
10.22		Second Amendment to Loan and Security Agreement dated November 1, 1996, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.39	Second Amended and Restated Non-Qualified Stock Option Agreement between the Company and Ron G. Weber dated April 23, 2004, incorporated by reference to Exhibit 10.39 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
10.23		Third Amendment to Loan and Security Agreement dated December 31, 1996, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.40	Second Amended and Restated Incentive Stock Option Agreement between the Company and Ron G. Weber dated April 23, 2004, incorporated by reference to Exhibit 10.40 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
10.24		Fourth Amendment to Loan and Security Agreement dated August 14, 1997, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.41	Second Amended and Restated Incentive Stock Option Agreement between the Company and Douglas Townsdin dated April 23, 2004, incorporated by reference to Exhibit 10.41 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
10.25		Fifth Amendment to Loan and Security Agreement dated August 25, 1997, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.42	Second Amended and Restated Incentive Stock Option Agreement between the Company and Bob G. Callaway dated April 23, 2004, incorporated by reference to Exhibit 10.42 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
10.26		Sixth Amendment to Loan and Security Agreement dated August 28, 1997, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.43	Second Amended and Restated Incentive Stock Option Agreement between the Company and Mark McQuown dated April 23, 2004, incorporated by reference to Exhibit 10.43 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
10.27		Seventh Amendment to Loan and Security Agreement dated November 6, 1997, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.44	Second Amended and Restated Incentive Stock Option Agreement between the Company and Jane M. Kaiser dated April 23, 2004, incorporated by reference to Exhibit 10.44 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
10.28		Eighth Amendment to Loan and Security Agreement dated December 9, 1997, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.45	Thirteenth Amendment to Loan and Security Agreement dated October 19, 2001, by and between the Company and Fleet Capital, incorporated by reference to Exhibit 10.45 to the Company’s October 31, 2001 Quarterly Report on Form 10-Q.
10.29		Ninth Amendment to Loan and Security Agreement dated September 14, 1998, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.46	Fourteenth Amendment to Loan and Security Agreement dated March 11, 2002 by and between the Company and Fleet Capital, incorporated by reference to Exhibit 10.46 to the Company’s January 31, 2002 Quarterly Report on Form 10-Q.
10.30		Tenth Amendment to Loan and Security Agreement dated November 12, 1998, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.47	Fifteenth Amendment to Loan and Security Agreement dated November 26, 2002, by and between the Company and Fleet Capital, incorporated by reference to Exhibit 10.47 to the Company’s October 31, 2002 Quarterly Report on Form 10-Q.
10.31		Eleventh Amendment to Loan and Security Agreement dated March 14, 2000, by and between the Company and Fleet Capital, incorporated by reference to Exhibit 10.31 to the Company’s 2000 Annual Report on Form 10-K.
	10.48	Letter agreement dated September 10, 2003 by and between the Company and Fleet Capital, incorporated by reference to Exhibit 10.48 to the Company’s 2003 Annual Report on Form 10-K.

20-21-

10.32		Twelfth Amendment to Loan and Security Agreement dated October 18, 2000, by and between the Company and Fleet Capital, incorporated by reference to Exhibit 10.32 to the Company’s October 31, 2000 Quarterly Report on Form 10-Q.
	10.49	Amendment No. 1 to Employment Agreement between the Company and Mark C. McQuown dated April 7, 2004, incorporated by reference to Exhibit 10.49 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
10.33		Employment Agreement for Douglas J. Townsdin, dated as of April 7, 2000, incorporated by reference to Exhibit 10.33 to the Company’s 2001 Annual Report on Form 10-K.
	10.50	Amendment No. 1 to Employment Agreement between the Company and Douglas J. Townsdin dated April 7, 2004, incorporated by reference to Exhibit 10.50 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
10.34		Employment Agreement for Bob G. Callaway, dated as of March 27, 2000, incorporated by reference to Exhibit 10.34 to the Company’s 2001 Annual Report on Form 10-K.
	10.51	Amendment No. 1 to Employment Agreement between the Company and Bobby G. Callaway dated April 7, 2004, incorporated by reference to Exhibit 10.51 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
10.35		Employment Agreement for Mark C. McQuown, dated as of April 7, 2000, incorporated by reference to Exhibit 10.35 to the Company’s 2001 Annual Report on Form 10-K.
	10.52	Amendment No. 1 to Employment Agreement between the Company and Jane M. Kaiser dated April 7, 2004, incorporated by reference to Exhibit 10.52 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
10.36		Employment Agreement for Jane M. Kaiser, dated as of April 7, 2000, incorporated by reference to Exhibit 10.36 to the Company’s 2001 Annual Report on Form 10-K.
	10.53	Amendment to Loan and Security Agreement dated May 1, 2004 by and between the Company and Fleet Capital incorporated by reference to Exhibit 10.53 to the Company’s 2004 Annual Report on Form 10-K.
10.37		Lease Agreement entered into by and between Eric Juan de Dios Flourie Geffroy, Refugio Geffroy de Flourie, Elizabeth Pierret Pepita Flourie Geffroy, Edith Elizabeth Cuquita Flouri Geffroy and Lowrance Electronica de Mexico, S.A. de C.V. dated May 11, 2001, incorporated by reference to Exhibit 10.37 to the Company’s 2001 Annual Report on Form 10-K.
	10.54	December 2004 Amendment to Loan and Security Agreement by and between the Company and Fleet Capital, incorporated by reference to Exhibit 10.54 to the Company’s January 31, 2005 Quarterly Report on Form 10-Q.
10.38		Amended and Restated 2001 Stock Option Plan of the Company, incorporated by reference to Exhibit 10.38 to the Company’s 2003 Annual Report on Form 10-K.
	14.0	Code of Ethics, incorporated by reference to Exhibit 14.0 to the Company’s May 10, 2004 report on Form 8-K.
10.39		Second Amended and Restated NonQualified Stock Option Agreement between the Company and Ron G. Weber dated April 23, 2004, incorporated by reference to Exhibit 10.39 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
	22.13	Subsidiaries of the Company as of July 31, 2001, incorporated by reference to Exhibit 22.13 to the Company’s 2001 Annual Report on Form 10-K.
10.40		Second Amended and Restated Incentive Stock Option Agreement between the Company and Ron G. Weber dated April 23, 2004, incorporated by reference to Exhibit 10.40 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
	31.1	Certification of the Principal Executive Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14, executed by Darrell J. Lowrance, President and Chief Executive Officer of Lowrance Electronics, Inc., filed herewith.
10.41		Second Amended and Restated Incentive Stock Option Agreement between the Company and Douglas Townsdin dated April 23, 2004, incorporated by reference to Exhibit 10.41 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
	31.2	Certification of the Principal Financial Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14, executed by Douglas J. Townsdin, Vice President of Finance and Chief Financial Officer of Lowrance Electronics, Inc., filed herewith.
10.42		Second Amended and Restated Incentive Stock Option Agreement between the Company and Bob G. Callaway dated April 23, 2004, incorporated by reference to Exhibit 10.42 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
	32.1	Certification of Periodic Financial Report, pursuant to 18 U.S.C. Section 1350, executed by Darrell J. Lowrance, President and Chief Executive Officer of Lowrance Electronics, Inc. and Douglas J. Townsdin, Vice President of Finance and Chief Financial Officer of Lowrance Electronics, Inc., filed herewith.
10.43		Second Amended and Restated Incentive Stock Option Agreement between the Company and Mark McQuown dated April 23, 2004, incorporated by reference to Exhibit 10.43 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
10.44		Second Amended and Restated Incentive Stock Option Agreement between the Company and Jane M. Kaiser dated April 23, 2004, incorporated by reference to Exhibit 10.44 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.

	(b)	Reports on Form 8-K:

		On April 8, 2005, the Company filed a Form 8-K with the SEC regarding a Rule 10b5-1 trading plan entered into by a Company executive.

		On May 31, 2005, the Company filed a Form 8-K with the SEC regarding its press release of the same date which announced its financial results for the third quarter ended April 30, 2005. A copy of this press release was furnished as an exhibit to the report on Form 8-K.

~~Table of Contents~~-22-

10.45		Thirteenth Amendment to Loan and Security Agreement dated October 19, 2001, by and between the Company and Fleet Capital, incorporated by reference to Exhibit 10.45 to the Company’s October 31, 2001 Quarterly Report on Form 10-Q.
10.46		Fourteenth Amendment to Loan and Security Agreement dated March 11, 2002 by and between the Company and Fleet Capital, incorporated by reference to Exhibit 10.46 to the Company’s January 31, 2002 Quarterly Report on Form 10-Q.
10.47		Fifteenth Amendment to Loan and Security Agreement dated November 26, 2002, by and between the Company and Fleet Capital, incorporated by reference to Exhibit 10.47 to the Company’s October 31, 2002 Quarterly Report on Form 10-Q.
10.48		Letter agreement dated September 10, 2003 by and between the Company and Fleet Capital, incorporated by reference to Exhibit 10.48 to the Company’s 2003 Annual Report on Form 10-K.
10.49		Amendment No. 1 to Employment Agreement between the Company and Mark C. McQuown dated April 7, 2004, incorporated by reference to Exhibit 10.49 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
10.50		Amendment No. 1 to Employment Agreement between the Company and Douglas J. Townsdin dated April 7, 2004, incorporated by reference to Exhibit 10.50 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
10.51		Amendment No. 1 to Employment Agreement between the Company and Bobby G. Callaway dated April 7, 2004, incorporated by reference to Exhibit 10.51 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
10.52		Amendment No. 1 to Employment Agreement between the Company and Jane M. Kaiser dated April 7, 2004, incorporated by reference to Exhibit 10.52 to the Company’s April 30,2004 Quarterly Report on Form 10-Q.
10.53		Amendment to Loan and Security Agreement dated May 1, 2004 by and between the Company and Fleet Capital incorporated by reference to Exhibit 10.53 to the Company’s 2004 Annual Report on Form 10-K.
10.54		December 2004 Amendment to Loan and Security Agreement by and between the Company and Fleet Capital, filed herewith.
14.0		Code of Ethics, incorporated by reference to Exhibit 14.0 to the Company’s May 10, 2004 report on Form 8-K.
22.13		Subsidiaries of the Company as of July 31, 2001, incorporated by reference to Exhibit 22.13 to the Company’s 2001 Annual Report on Form 10-K.
31.1		Certification of the Principal Executive Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14, executed by Darrell J. Lowrance, President and Chief Executive Officer of Lowrance Electronics, Inc., filed herewith.
31.2		Certification of the Principal Financial Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14, executed by Douglas J. Townsdin, Vice President of Finance and Chief Financial Officer of Lowrance Electronics, Inc., filed herewith.

22SIGNATURES

~~Table~~Pursuant to the requirements of ~~Contents~~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.

32.1 Certification of Periodic Financial Report, pursuant to 18 U.S.C. Section 1350, executed by Darrell J. Lowrance, President and Chief Executive Officer of Lowrance Electronics, Inc. and Douglas J. Townsdin, Vice President of Finance and Chief Financial Officer of Lowrance Electronics, Inc., filed herewith.


	LOWRANCE ELECTRONICS, INC.
DATE: May 31, 2005	BY: /s/ Darrell J. Lowrance
	Darrell J. Lowrance,
	President and Chief Executive Officer (Principal Executive Officer)

(b) Reports on Form 8-K:



DATE: May 31, 2005	BY: /s/ Douglas J. Townsdin
	Douglas J. Townsdin
	Vice President of Finance and Chief Financial Officer (Principal Financial Officer)

~~On February 28, 2005, the Company filed a Form 8~~-K with the SEC regarding its press release of the same date which announced its financial results for the second quarter ended January 31, 2005. A copy of this press release was furnished as an exhibit to the report on Form 823-K.

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.

		LOWRANCE ELECTRONICS, INC.
DATE: February 28, 2005		BY: /s/ Darrell J. Lowrance
		Darrell J. Lowrance,
		President and Chief Executive Officer
		(Principal Executive Officer)
DATE: February 28, 2005		BY: /s/ Douglas J. Townsdin
		Douglas J. Townsdin
		Vice President of Finance and
		Chief Financial Officer
		(Principal Financial Officer)

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