SecProbe.io

CORRESP
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  March 11, 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 March 9, 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.

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 their filings;

•         staff comments or changes to disclosure in response to
staff comments 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.

FINANCIAL STATEMENTS

Statements of Cash Flows, page 51

3.     Comment  We acknowledge your response to our comment
11.  In future filings, please revise
your statements of cash flows to present separately cash flows associated with
notes and advances receivable from operating activities from those associated
with investing activities.  Please also
include a footnote to your statements of cash flows which explains the nature
of collections of notes and advances receivable from investing activities.

Response:  In future filings, the
Statements of Cash Flows will separately present cash flows associated with
notes and advances receivable that relate to operating activities from those
that relate to investing activities.  In
future filings, the Company will identify in footnote 4 to its consolidated
financial statements which notes are associated with operating activities and
which notes are associated with investing activities, and the Company will
disclose the nature of any collections from notes or advances receivable that
are not cash.  In addition, the Company
will add the following language in future filings:  “Notes and advances receivable related to
operating activities are for the sourcing of crops in the Company’s food
business, and notes and advances receivable related to investing activities are
for financing transactions with third parties.”

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Notes to Financial Statements

3.  Exit of Fruit
Processing and Domestic Commodity Vegetable Business, page 64

4.     Comment:
We have read your response to our comment 24.  In future filings, please reclassify the
$436,000 gain on the sale of your fruit processing facility to comply with SFAS
144.  Please show us what your revised
selected financial data table will look like.
Please also ensure that you include a note to the table that describes
the restatement.

Response:  In future filings on Form 10-K, the Company will reclassify the $436,000
gain recorded in fiscal year 2002 on the sale of the Company’s fruit processing
facility to comply with SFAS 144.  The
Company will add the following language in a note to the selected financial
data table:  “The gain of $436,000 in
fiscal year 2002 on the sale of the fruit processing facility has been
reclassified as it appears in prior filings from other income to selling,
general and administrative expenses.”

FORM
1O-Q FOR THE PERIOD ENDED AUGUST 29, 2004

Comments
applicable to your overall filing

5.     Comment:  Please address the comments above in your
interim Forms 10-Q as well.

Response:  Beginning with the third
quarter of fiscal year 2005, the Company will revise its filings to the extent
such comments are applicable to the requirements under Form 10-Q.

Please
call the undersigned at (650) 614-7470 if you have any questions.

  Very truly yours,

  /s/ Geoffrey P. Leonard

  Geoffrey P. Leonard

cc:           Gary T. Steele

Gregory S. Skinner

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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 “SEC”) dated March 9, 2005:

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

2.     Staff
comments or changes to disclosure in response to staff comments do not
foreclose the SEC from taking any action with respect to the filing; and

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

  LANDEC CORPORATION

  /s/ Gregory Skinner

  Gregory Skinner, Chief Financial Officer