SecProbe.io

CORRESP
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            April 9, 2007

              Geoffrey
                P. Leonard

              (415)
                315-6364

              Geoffrey.Leonard@ropesgray.com

    VIA
      EDGAR

    Ms.
      Cecilia D. Blye, Chief

    Office
      of
      Global Security Risk

    United
      States Securities and Exchange Commission

    Division
      of Corporate Finance

    100
      F.
      Street, N.E.

    Washington,
      D.C. 20549

            Re:

              Landec
                Corporation

              Form
                10-K for the fiscal year ended May 28, 2006

              File
                No. 0-27446

    Dear
      Ms.
      Blye:

    On
      behalf
      of Landec Corporation (“Landec or the “Company”), we are responding to the
      staff’s letter dated March 30, 2007 relating to Landec’s Form 10-K for the
      fiscal year ended May 28, 2006. 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
                note that Exhibit C to the License and Research Development Agreement
                filed as Exhibit 10.63 to your Form 10-K provides that you may grant
                to Air Products & Chemicals, Inc., a license under trademarks for your
                polymer technology registered by your eye care partner, Alcon, in
                countries including Cuba and North Korea. Cuba and North Korea are
                identified as state sponsors of terrorism by the State Department
                and are
                subject to U.S. economic sanctions and export control. Please describe
                for
                us any current, past and anticipated operations related to, and any
                other
                contacts with, those countries, including through subsidiaries, licensees
                and other direct and indirect arrangements. Tell us whether, and
                explain
                the extent to which, their governments, or entities controlled by
                them,
                receive financing or act as intermediaries in connection with your
                operations.

    Response:
      In
      Section 2.6 of the License and Research and Development Agreement (the
“Agreement”) between the Company and Air Products and Chemicals, Inc. (“APD”),
      the Company granted APD a worldwide license to use the INTELIMER trademark.
      As
      indicated in Exhibit C to the Agreement, Landec’s former business partner,
      Alcon, had registered the INTELIMER trademark in a number of countries,
      including Cuba and North Korea. The Company has subsequently learned from Alcon
      that the trademark was registered in Cuba, but not registered in North
      Korea.

    Ms.
      Cecilia D. Blye

    April
      9,
      2007

    Page
      2

    The
      Company supplementally advises that it does not have and has not had any
      operations relating to, or any other contacts with, Cuba or North Korea, whether
      through its subsidiaries, licensees (including Alcon and APD) or other direct
      or
      indirect arrangements, and the Company does not anticipate having any such
      operations or contacts in the future. The Company has also confirmed with APD,
      as licensee under the Agreement, that APD does not sell and does not intend
      to
      sell any licensed products in Cuba or North Korea under the terms of the
      Agreement. The Company supplementally advises that neither the governments
      of
      Cuba or North Korea, nor entities controlled by them, have received financing
      or
      acted as intermediaries in connection with any operations of the
      Company.

              2.

              Discuss
                the materiality to you of the operations and contacts described in
                your
                response to the foregoing comment, in light of the countries’ status as
                state sponsors of terrorism. Please also discuss whether the operations
                or
                contacts constitute a material investment risk to your security holders.

    Response:
      As
      noted
      above, neither the Company nor its licensee under the Agreement has had any
      contacts with or operations in North Korea or Cuba and has not derived any
      revenues therefrom.

              3.

              Your
                materiality analysis should address materiality in quantitative terms,
                including the approximate dollar amount of any revenues, assets and
                liabilities associated with Cuba and North Korea. Please also address
                materiality in terms of qualitative factors that a reasonable investor
                would deem important in making an investment decision, including
                the
                potential impact of corporate activities upon a company’s reputation and
                share value.

    We
      note, for example, that Arizona and Louisiana have adopted legislation requiring
      their state retirement systems to prepare reports regarding state pension fund
      assets invested in, and/or permitting divestment of state pension fund assets
      from, companies that do business with countries identified as state sponsors
      of
      terrorism. The Missouri Investment Trust has established an equity fund for
      the
      investment of certain state-held monies that screens out stocks of companies
      that do business with U.S.-designated state sponsors of terrorism. We note
      also
      that the Pennsylvania legislature has adopted a resolution directing its
      Legislative Budget and Finance Committee to report annually to the General
      Assembly regarding state funds invested in companies that have ties to
      terrorist-sponsoring countries. Florida requires issuers to disclose in their
      prospectuses any business contacts with Cuba or persons located in Cuba. Your
      materiality analysis should address the potential impact of the investor
      sentiment evidenced by such actions concerning companies with operations
      associated with Cuba and North Korea.

    Response:
      See
      Responses 1 and 2 above.

      Ms.
        Cecilia D. Blye

      April
        9,
        2007

      Page
        3

              4.

              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
                filings; 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.

      Ms.
        Cecilia D. Blye

      April
        9,
        2007

      Page
        4

    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
      March 30, 2007:

            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
                    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, Chief Financial Officer