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CORRESP
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corresp

    June 25, 2008

Geoffrey P.
Leonard

(415) 315-6364

Geoffrey.Leonard@ropesgray.com

VIA EDGAR

Jeffrey Gordon

Staff Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:

    Landec Corporation

Form 8-K filed June 11, 2008

File No. 0-27446

Dear Mr. Gordon:

On behalf of Landec Corporation (“Landec or the “Company”), we are responding to the staff’s letter
dated June 19, 2008 relating to Landec’s Form 8-K filed June 11, 2008. For the staff’s
convenience, we have repeated the staff’s comments below in bold face type before each of our
responses.

General

    1.  We read that you have requested a letter from your former accountants indicating their
agreement with your disclosures. Supplementally tell us the status of obtaining this
letter. If there is a specific reason why your former accountants have not yet provided
this letter, such as a billing dispute or other unresolved matters between you and your
former accountants, revise your disclosure to explain to your investors the nature of the
delay in obtaining this letter. Otherwise, confirm to us that you expect to receive this
letter shortly and will file an amendment to your Item 4.01 Form 8-K to provide this letter
as Exhibit 16 upon its receipt.

    Response: On June 23, 2008, the Company received a letter (the “Letter”) from McGladrey &
Pullen, LLP, the Company’s former independent registered public accounting firm, addressed
to the Securities and Exchange Commission which stated their position with respect to the
disclosures made by the Company in Item 4.01 of its
Form 8-K filed on June 11, 2008. On June 25, 2008, the Company filed its amendment to that
Form 8-K, which included a copy of that Letter as Exhibit 16.2 thereto.

    2.  Comment: In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

    •

    the company is responsible for the adequacy and accuracy of the disclosure
in the filings;

    •

    staff comments or changes to disclosure in response to staff comments in the
filings reviewed by the staff do not foreclose the Commission from taking any
action with respect to the filing; and

    •

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

    Response: Attached to this response is a statement from the Company acknowledging those
items set forth in this comment.

Please call the undersigned at (415) 315-6364 if you have any questions.

Very truly yours,

/s/ Geoffrey P. Leonard

Geoffrey P. Leonard

cc: Gregory S. Skinner

ACKNOWLEDGEMENT

     The undersigned, Greg Skinner, hereby acknowledges on behalf of Landec Corporation, a
California corporation (the “Company”), that in connection with responding to the comments
of the Securities and Exchange Commission (the “Commission”) dated June 19, 2008:

    1.

    The Company is responsible for the adequacy and accuracy of the disclosure in
its filings with the Commission;

    2.

    Staff comments or changes to disclosure in response to staff comments in the
filings reviewed by the staff do not foreclose the Commission from taking any action
with respect to the filings; and

    3.

    The Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

    LANDEC CORPORATION

    /s/ Gregory Skinner

    Gregory Skinner, Vice President of Finance and Chief Financial Officer