SecProbe.io

CORRESP
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  March 4, 2005

  Geoffrey P. Leonard

  (650) 614-7470

  gleonard@orrick.com

VIA
EDGAR

Mr. Rufus Decker

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporate Finance

450 Fifth Street, N.W.

Washington, D.C.  20549

Re:                               Landec Corporation

Form 10-K for the fiscal year ended May 30, 2004

Forms 10-Q for the period ended August 29, 2004 and November 28, 2004

File No. 0-27446

Dear Mr. Decker:

On behalf of Landec Corporation (“Landec or the
“Company”), we are responding to the staff’s letter dated February 10,
2005 and our conversation with Meagan Caldwell on February 25, 2005, relating
to Landec’s Form 10-K for the fiscal year ended May 30, 2004 and Forms
10-Q for the period ended August 29, 2004 and November 28, 2004.  For the staff’s convenience, we have repeated
the staff’s comments below in bold face type before each of our responses.

FORM
10-K FOR THE YEAR ENDED MAY 20, 2004

Comments
applicable to your overall filing

1.              Comment:  Where a comment below requests additional
disclosures or other revisions to be made, please show us in your supplemental
response what the revisions will look like.
These revisions should be included in your future filings.

Response:  Where a comment requests additional disclosures or
other revisions the Company will show in its supplemental response what the
revisions will look like in the Company’s future filings.

Item 7.  Management’s Discussion and Analysis of
Financial Condition and Results of Operation

Critical Accounting Policies and Use
of Estimates

Revenue
Recognition, page 23

2.              Comment:  Please expand your disclosure to define what
you refer to as “recycled” revenue.

Response:  The Company will add the following definition to its
next filing.  “Recycled” revenue refers
to revenue that had previously been recognized as licensing revenue in the
Company’s financial statements, but, as a result of the Company’s adoption of
SAB 101, was reversed through a cumulative effect of a change in
accounting in fiscal year 2000 and is now being recognized as revenue over the
research and development period and/or supply period commitment of the
agreement, whichever is longer.

Results of Operations

Revenues

Apio Trading, page 25

3.              Comment:  Please expand your disclosure here and in
footnote 12 to include further information regarding the concentration of your
international sales in Asia and any other material geographies.

Response:  The disclosure on page 25 for Apio Trading
specifies that Landec’s international sales are to Asia.  The Company supplementally advises that
virtually all of Landec’s international sales are to Asia and the Company does
not have any other significant sales to any other geographical areas.  The Company sells its products to distributors
in Asia and does not have information regarding the countries in which the
consumers actually purchase the products.
In the Company’s future filings it will clarify in the “Business Segment
Reporting” footnote to the financial statements that its international sales
are to Asia.

Corporate, page 26

4.              Comment:  You have disclosed the reason for the
decrease in revenue is due to a decrease in licensing revenue with UCB and a
decrease in research and development revenue associated with a medical device
company.  Please expand your disclosure to
include further details regarding the closing of these agreements.  Please include in your disclosure whether the
product licensed to UCB can and will be licensed to other potential customers;
whether any additional revenue from royalties or licensing is expected as a
result of the research and development work performed for the

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medical
device company; and what your expectations are for the coming year relating to
licensing and research and development revenue.

Response:  As noted on page 12 of the Form 10-K, the
UCB Chemicals Corporation agreement terminated in December 2002.  The UCB agreement provides for a perpetual,
exclusive, paid-up royalty in a specific technology field and no further
revenues will be recognized under this agreement.  Given these facts, Landec does not anticipate
disclosure of this agreement in its future filings.

The research and
development agreement with a medical device company terminated in June
2003.  There are potential future
licensing revenues based on the milestones of filing a 510-K with the FDA
and the commercialization of the underlying product.  The achievement of each of these milestones
will result in licensing revenues of $333,000 each and, as disclosed on
page 13 of the Form 10-K, the total potential payments will not
exceed $1.35 million and, if the product is commercialized, the Company will
receive 8% royalties on the sale of products.

The following language
will be included in the Company’s future filings:  “At this time, the Company is unable to
predict the ultimate outcome of the collaboration with the medical device
company and the timing or amount of revenues, if any.”

In addition, the Company
will add the following language to its future filings:  “Given the infrequency and unpredictability
of the payments that the Company may receive under any of its licensing and
research and development arrangements, the Company is unable to disclose its
expectations in advance of entering into such arrangements.”

Gross Profit

Apio Trading, page 27

5.              Comment:  You have disclosed on page 26 a change in
certain export contracts.  Please expand
your disclosure to include any impact these contract changes had or will have
on gross profit, if any.

Response:  The Company supplementally advises that the change in
export contracts was a one-time change that only impacted the comparability of
export revenues between fiscal year 2003 and fiscal year 2004 and had no impact
on gross profits.  Therefore, for future
filings there will be no differences in gross profits as a result of the change
in export contract terms and no further disclosure will be necessary.

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Liquidity and Capital Resources, page
32

6.              Comment:  You have disclosed on page 12 you are
currently shipping products to L’Oreal of Paris.  You have also disclosed you will receive
royalty payments from Alcon on sales of the PORT™ device through 2012.  You have further disclosed on page 39, that
you may not receive royalties on future sales of QuickCast™ and PORT™ because
you no longer have control over the sales of these products.  Please expand your disclosure to include your
expectations regarding revenue from these products and any other new products,
product lines, or licensing and research and development agreements.  Also, please include in your disclosure how
not having control of these products may affect your ability to receive
royalties on these products.

Response:  L’Oreal of Paris:  As noted on
page 12, the Company is currently shipping materials used in a single
product for L’Oreal.  The Company will
add the following language in future filings:
“To date, sales of Landec materials used in L’Oreal products have not
been material to the Company’s financial results and given the Company’s
limited history with L’Oreal the Company is unable to predict future revenues
for this product or for any other products sold by L’Oreal that may contain
Landec materials.”

Alcon PORT™:
PORT™ was licensed to Alcon in 1997.
The Company will add the following language in future filings:  “To date, Alcon has not commercialized and
may never commercialize the PORT™ product and therefore the Company may not
receive royalties on any future sales.”

QuickCast™:
QuickCast™ was sold to Bissel Healthcare in 1997.  The Company has not received any royalty
revenues associated with this product for over three years.  In future filings, the Company will eliminate
any reference to QuickCast™.

The Company will add the
following language in future filings:
“In addition, we may not receive any royalties from the PORT™ product
because in the related agreement we have no control over commercializing the
product or generating revenues from its sale.”

7.              Comment:  You have disclosed on page 13 information
regarding potential milestone payments relating to an exclusive licensing and
one year research and development collaboration with a medical device
company.  Please expand your disclosure
to discuss the terms and status of this agreement and whether or not you expect
to meet any of these milestones.  Please
also disclose the timing on if and when you anticipate revenue will be earned
through royalties.

4

Response:  Please see the Company’s response to comment 4.

Contractual Obligations, page 34

8.              Comment:  Please revise your table of contractual cash
obligations to include estimated interest payments on your debt.  Because the table is aimed at increasing
transparency of cash flow, we believe these payments should be included in the
table.  Please also disclose any
assumptions you made to derive these amounts.

Response:  In future filings, the Company will disclose estimated
interest payments in its table of contractual obligations and disclose any
assumptions made to derive those amounts.
If the Company had provided that information in its Form 10-K for
the fiscal year ended May 30, 2004, the relevant amounts would have been
as follows:

  Obligation

  Total

  2005

  2006

  2007

  2008

  2009

  Thereafter

  Interest Expense

  894

  335

  83

  75

  69

  62

  270

The assumptions used to
derive these amounts are as follows:
Interest expense on the Company’s lines of credit is calculated on the
assumed average daily balance of $2 million for fiscal year 2005 at an annual
interest rate of 5% with the balance assumed to be paid in full at fiscal year
end 2005.  The interest expense on the
Company’s long term notes and lease obligations is calculated based on the
payment schedules and interest rates for the relevant agreements.

Additional Factors That May Affect Future Results

Our Indebtedness Could Limit Our
Financial and Operating Flexibility, page 35

9.              Comment:  You have disclosed you may be obligated to
make future payments to the former shareholders of Apio of up to $1.2 million
for the future supply of produce.  Please
expand your disclosure to include the terms and conditions that would cause you
to incur this additional liability.
Please include in your disclosure any amounts that were accrued for the
periods presented and where these amounts were recorded in the balance sheet
and statement of operations.  Please also
indicate when payments on these amounts are expected to be paid, if applicable.

Response:  These obligations were originally recorded as part of
the purchase price accounting for Apio in fiscal year 2000 and the liability is
included in the current portion of

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long term debt on the
balance sheet at May 30, 2004.
These obligations were fully paid during the third quarter of fiscal
year 2005 and will be so noted in the Company’s upcoming third quarter Form
10-Q filing with the following language:
“In connection with Landec’s acquisition of Apio in 1999, Landec was obligated
to make certain payments to the former shareholders of Apio, which amounts were
fully paid in the third quarter of fiscal year 2005.”

Financial Statements

Statements of Operations, page 49

10.       Comment:  Please revise your statements of operations
to breakout separately the cost of service revenue, related party.

Response:  The cost of service revenues associated with the Apio
Fresh (a related party) service revenues are not segregated within the
Company’s accounting system because the costs are directly related to the
overall operations of the Company’s cooling facility.

Statements of Cash Flows, page 51

11.       Comment:  Please tell us which of the cash outflows and
inflows related to your notes and advances receivable are included in operating
activities and which are included in investing activities.  Please explain to us how you determined which
amounts belonged in each classification.
In providing us a response, please also tell us where the cash flows
related to each of the loans shown in Note 4 are included and explain why each
loan was classified where it was.
Naturally, we understand that interest earned on these notes and
advances receivable would be included in operating activities, regardless of
where the principal amounts are classified.
In the event the repayments you receive exceed the original principal
amounts, for reasons other than stated interest payments, please tell us how
these amounts are treated in your cash flow statement as well.  If a portion of the repayments on these
receivables occurs with consideration other than cash, please disclose how this
works and how you take into account these non-cash payments in preparing your
statement of cash flows.   If all of the
cash flows related to your investments in farming activities are not included
in the notes and advances receivable cash flows, please separately address your
classification for these cash flows as well.
Refer to paragraphs 16, 17, 22 and 23 of SFAS 95.

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Response:  If the Company had separated its notes and advances
receivable not associated with the procurement of produce from suppliers
between investing activities and operating activities in its Statements of Cash
Flows for the fiscal year ended May 30, 2004, the amounts would have been
shown as follows:

  Cash flows from
  operating activities:

  Collections of notes and advances receivable

  2,302

  Issuance of notes and advances receivable

  (575

  )

  Cash flows from investing activities:

  Collections of notes and advances receivable

  282

The Company will make
this disclosure in its future filings.

The majority of the
Company’s notes and advances receivable are directly associated with procuring
produce from suppliers for the Company’s food technology subsidiary and are
appropriately included as operating cash flow.
The notes and advances receivable that are not directly associated with
the procurement of produce from suppliers had a cash flow impact of $282,000
for fiscal year 2004.  Because of the
immaterial nature of this amount it was combined with the net activity of the
produce supplier notes and advances receivable and included in cash flow from
operations.  The Company supplementally
advises that for all periods presented, no repayment of notes and advances
receivable exceeded the original principal amounts or were for consideration
other than cash.  The Company further
supplementally advises that investments in farming activities are not included
in notes and advances receivable and due to their immaterial nature are
included in other current assets in the balance sheet.  Because these amounts relate to the
procurement of produce from suppliers, the related cash flows are included in
cash flow from operations as part of the change in other current assets.  See Footnote 1.

12.       Comment:  Please present the cash inflows and outflows
related to your notes and advances receivable on a gross basis.  Otherwise, please explain to us how they meet
the criteria in SFAS 95 for netting.
Only cash flows stemming from investments, loans and debt with original
maturities of three months or less may be reported on a net basis.

Response:  See response to comment 11.  In future filings, the Company will show any
significant cash inflows and outflows relating to notes and advances receivable
on a gross basis.

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13.       Comment:  Please present cash flows related to the
change in other assets separately from those related to the change in other
liabilities.  Please also present these
cash flows on a gross basis, rather than a net one.  Please supplementally tell us how you
determined that these cash flows represented investing cash flows.  Refer to paragraphs 16 and 17