SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE
Mail Stop 4631

March 15, 2011

via U.S. mail and facsimile

Gregory S. Skinner, CFO Landec Corporation 3603 Haven Avenue Menlo Park, California  94025
 RE: Landec Corporation
  Form 10-K for the Fiscal  Year Ended May 30, 2010
  Filed August 13, 2010
Forms 10-Q for the Fiscal Quarte rs Ended August 29, 2010 and
November 28, 2010
Form 8-K Filed Fe bruary 18, 2011
  File No. 0-27446

Dear Mr. Skinner:
We have reviewed your response lett er dated March 10, 2011, and have the
following additional comments.  In some of our comments, we may ask you to provide us with information so we may be tter understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.   Form 10-K for the Fiscal Year Ended May 30, 2010

 Consolidated Statements of Changes in Stockholders’ Equity, page 56

 1. We note your response to comment 9 in our letter dated February 24, 2011, in which
you state that you will provide the disclosures required by ASC 810-10-50-1A beginning with your May 29, 2011 Form 10-K.  Based on the guidance in ASC 810-10-65-1, it is unclear why you would not revise  your presentation of  the statement of
changes in stockholders’ equity or provi de the disclosures in the corresponding
footnotes beginning with your February 27, 2011 Form 10-Q.  Please advise.

Mr. Skinner
Landec Corporation March 15, 2011 Page 2    2.  Acquisition of Lifecore Biomedical, Inc., page 71

 2. We note your response to comment 11 in our  letter dated February 24, 2011.  We
have the following additional concerns as  it relates to Lifeco re’s technology and
license agreement:
 You state that there are no aspects of the manufacturing process that are subject to
patent protection, as such you intend to remove “proprietary” from your
disclosures in future filings.
o It is unclear why patent protection for the technology is the only consideration
for recognition of an identifiable intangibl e asset.  In this regard, ASC 805-20-
55-38 notes that unpatented technology is  a technology-based intangible asset
and is separable.  Please also refer to ASC 805-20-55-12.  Further, we note
your disclosure on page 4 that states , “The Company has two proprietary
polymer technology platforms:  1) Inte limer® polymers, and 2) Hyaluronan
(“HA”) biopolymers.  The Company’s proprietary polymer technologies are
the foundation, and a key differentiating advantage, upon which Landec has built its business.”  On page 17 you state,  “Until the introduction of Lifecore’s
medical grade hyaluronan, the onl y commercial source for medical
hyaluronan was through a process of extraction from rooster combs.”  Please provide us with a more comprehensive explanation as to how you determined Lifecore’s “proprietary fermentati on process to manufacture premium,
pharmaceutical-grade hyaluronan, and propr ietary aseptic filling capabilities”
are not identifiable intangib le assets that should be se parately recognized as an
asset.  As part of your response, plea se clarify for us with a view toward
future disclosure what consideration you gave to Lifecore’s technology when
deciding whether or not Lifecore  was an appropriate acquisition.

o Your characterization of Lifecore’s technology in your le tter dated March 10,
2011, and your May 30, 2010 Form 10-K diffe r significantly.  In this regard,
we note that you referred to Lifecore’s  technology as bei ng proprietary ten
different times throughout the Business se ction of your Form 10-K.  As such,
please tell us how you intend to clar ify to investors this potential mis-
communication of the nature of Lifeco re’s technology and its significance to
your business.  Considering the frequency in which you characterize Lifecore’s technology as proprietary, we  are concerned that simply removing
the term “proprietary” will not sufficiently clarify to investors the nature and significance of the acquire d Lifecore technology.

 You state that in connection with the acquisition, you and Lifecore’s management
decided to change the focus of the arra ngement with Cleveland Clinic Foundation

Mr. Skinner
Landec Corporation March 15, 2011 Page 3
(CCF), and that it is unlikely any va lue would come from the license.  These
statements appear contradictory to the disclosures you have made on pages 11 and
13 of the May 30, 2010 Form 10-K.  The disclosures in the Form 10-K appear to communicate to investors th at you intend to derive future revenues from the
world-wide exclusive license and devel opment agreement with CCF.  We also
note that the development activity associated with the license and agreement is expected to be conducted over several years.  Please provide us with a
comprehensive explanation for the poten tial contradiction between your March
10, 2011 response letter and your May 30, 2010 Form 10-K disclosures.  Please
also provide us with a more comprehensive explanation as to how you determined identifiable intangible assets should not be recognized for the license and
development agreement.
 12.  Commitments and Contingencies, page 82

 3. We note your response to comment 12 in our letter dated February 24, 2011.  Please
revise your disclosure to include your assessment of th e various legal actions’ impact
to your cash flows in addition to your financ ial position and results of operations.  To
the extent that it is probable or reasonab ly possible that your loss contingencies could
have a material impact to your cash flows,  please provide the disclosures required by
ASC 450-20-50 for those loss contingencies in future filings.

You may contact Tracey Hous er, Staff Accountant, at  (202) 551-3736, or in her
absence, Jeanne Baker, Assistant Chie f Accountant, at (202) 551-3691, if you have
questions regarding comments on the financia l statements and related matters.

Sincerely,

Rufus Decker Accounting Branch Chief