SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631
       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631        October 21 , 2015

Via E-Mail
Mr. Gregory S. Skinner
Chief Financial Officer and Vice President of Finance and Administration
Landec Corporation
3603 Haven Avenue
Menlo Park, CA 94025

 Re: Landec Corporation
  Registration Statement on Form S -3
  Filed October 16 , 201 5
 File No. 333 -207467

Dear Mr. Skinner:

 This is to advise you that we have not reviewed, and will not review, the registration
statement.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information that the Securities Act of 1933
and all applicable Securities Act rules require.  Since the company  and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures that they have made.

 If you request acceleration of the effective date  of the pending registratio n statement ,
please provide a written statement from the company acknowledging that :

 Should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with  respect to the filing.

 The action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing.

Mr. Gregory S. Skinner
Landec Corporation
October 21 , 201 5
Page 2

  The company may not assert staff comments ` and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

 Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act  of 1934  as they relate to the proposed
public offering of the registered securities.

 You may contact  Edward M. Kelly, Special Counsel,  at (202) 551 -3728  with any
questions .

       Very truly yours,

       /s/ Pamela A. Long

       Pamela A. Long
       Assistant Director
       Office of Manufacturing and Construction

cc: Via E-mail
 C.J. Wauters, Es q.
 Godfrey & Kahn, S.C.
 780 North Water Street
 Milwaukee, WI 53202