SecProbe.io

CORRESP
 1
 filename1.htm

 Document Lifecore Biomedical, Inc. 3515 Lyman Boulevard Chaska, MN 55318 September 26, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Daniel Crawford Re: Lifecore Biomedical, Inc. Registration Statement on Form S-3 File No. 333-290460 To the addressee set forth above: In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-290460) (the “Registration Statement”) of Lifecore Biomedical, Inc. We respectfully request that the Registration Statement become effective as of 4:00 p.m. Eastern Time on September 30, 2025 or as soon as practicable thereafter, or at such other time thereafter as our counsel, Latham & Watkins LLP, may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Darren Guttenberg at (714) 755-8050 or, in his absence, J. Ross McAloon at (714) 755-8051. Thank you for your assistance in this matter. Sincerely, LIFECORE BIOMEDICAL, INC. By: /s/ Tom Salus Tom Salus Chief Legal and Administration Officer cc: Paul Josephs, Lifecore Biomedical, Inc. Ryan D. Lake, Lifecore Biomedical, Inc. Darren Guttenberg, Latham & Watkins LLP J. Ross McAloon, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 25, 2025

Tom Salus
Chief Legal and Administration Officer
Lifecore Biomedical, Inc.
3515 Lyman Boulevard
Chaska, MN 55318

 Re: Lifecore Biomedical, Inc.
 Registration Statement on Form S-3
 Filed September 23, 2025
 File No. 333-290460
Dear Tom Salus:

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

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Ross McAloon, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Document

Lifecore Biomedical, Inc.

3515 Lyman Boulevard

Chaska, MN 55318

October 18, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Eranga Dias

Re:    Lifecore Biomedical, Inc.

Registration Statement on Form S-1

File No. 333-282583

To the addressee set forth above:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-282583) (the “Registration Statement”) of Lifecore Biomedical, Inc. We respectfully request that the Registration Statement become effective as of 4:00 p.m. Eastern Time on October 22, 2024 or as soon as practicable thereafter, or at such other time thereafter as our counsel, Latham & Watkins LLP, may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Darren Guttenberg at (714) 755-8050 or, in his absence, J. Ross McAloon at (714) 755-8051.

Thank you for your assistance in this matter.

Sincerely,

LIFECORE BIOMEDICAL, INC.

By:      /s/ Ryan D. Lake

Ryan D. Lake

Chief Financial Officer

cc:    Paul Josephs, Lifecore Biomedical, Inc.

Darren Guttenberg, Latham & Watkins LLP

J. Ross McAloon, Latham & Watkins LLP

October 18, 2024
Paul Josephs
Chief Executive Officer
Lifecore Biomedical, Inc.
3515 Lyman Boulevard
Chaska, Minnesota 55318
Re:Lifecore Biomedical, Inc.
Registration Statement on Form S-1
Filed October 10, 2024
File No. 333-282583
Dear Paul Josephs:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
June 13, 2024
John Morberg
Executive Vice President, Chief Financial Officer, and Secretary
LIFECORE BIOMEDICAL, INC.
3515 Lyman Boulevard
Chaska, Minnesota 55318
Re:LIFECORE BIOMEDICAL, INC.
Form 10-K for the Fiscal Year Ended May 28, 2023
Filed March 20, 2024
File No. 000-27446
Dear John Morberg:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Document

 June 7, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Stephany Yang and Kevin Woody

Re:     Lifecore Biomedical, Inc.

Form 10-K for the Fiscal Year Ended May 28, 2023

Filed March 20, 2024

File No. 000-27446

Ladies and Gentlemen:

This letter is submitted in response to the comments from the staff of the Securities and Exchange Commission (the “Staff”) on the above-referenced filing (the “Filing”) made in your letter dated May 13, 2024, to John Morberg, the Chief Financial Officer of Lifecore Biomedical, Inc. (the “Company” or “Lifecore”).

For ease of review, I have set forth below, in bold type, each of the numbered comments in the Staff’s letter, followed by the Company’s responses thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Filing and all references to page numbers in such responses are to page numbers in the Filing.

***

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 23

1.Where you describe two or more business reasons that contributed to a material change in a financial statement line item between periods, please quantify, where possible, the extent to which each factor contributed to the overall change in that line item, including any offsetting factors. In addition, where you identify intermediate causes of changes in your operating results, also describe the reasons underlying the intermediate causes. For example, you disclose that the changes in gross profit from fiscal year 2022 to fiscal year 2023 were due primarily to decreased revenue and an unfavorable sales mix. To the extent possible, quantify the impact of each contributing factor in dollars and/or margin percentage, disclose the reasons driving these changes, and provide greater transparency into the material components and potential variability of your cost of product sales and gross profit.

Response: The Company acknowledges the Staff’s comment and confirms that, to the extent material in future filings, the Company will (i) when describing two or more business reasons that contributed to a material change in a financial statement line item between periods, quantify the extent to which each factor contributed to the overall change in that line item, including any offsetting factors; (ii) when identifying intermediate causes of changes in operating results, also describe the reasons underlying the intermediate causes; and (iii) quantify the impact of each contributing factor in dollars and/or margin percentage, disclose the reasons driving these changes, and provide greater transparency into the material components and potential variability of the Company’s cost of product sales and gross profit.

For illustrative purposes, the Company refers the Staff to Exhibit A showing marked changes to the Management’s Discussion and Analysis of Financial Condition section contained in the Filing as an example of how the Company intends to approach the disclosure in future filings.

Non-GAAP Financial Information and Reconciliations, page 27

1.We note that in your presentation of Consolidated Adjusted EBITDA, you have adjustments for the following items:

•transition costs from the corporate headquarters relocation and the transition to Lifecore Biomedical in FY2023 and FY2022;

•consolidating and optimizing or transitioning operations associated with Project SWIFT in FY2021 through FY2023;

•one-time expenses incurred in the Lifecore production process in FY2023;

•financial advisor and legal fees related to litigation expenses in FY2022; and

•consolidating and transitioning operations associated with the Curation Foods business in FY2021.

Please explain to us the nature of each of these costs and tell us why you believe they do not represent normal recurring operating expenses. See Question 100.01 of the SEC Staff’s C&DI on Non-GAAP Financial Measures.

In addition, we note your disclosure of historical adjusted EBITDA margin and forward-looking adjusted EBITDA and adjusted EBITDA margin in your April 2024 investor presentation. Please revise your future other public disclosures, such as investor presentations, to reconcile any non-GAAP measures to the most comparable GAAP measure. Or, alternatively, for forward-looking non-GAAP measures, disclose that the reconciliation cannot be provided without unreasonable efforts. See Rule 100(a) of Regulation G.

Response: The Company acknowledges the Staff’s comment and respectfully provides the following supplemental information regarding the Company’s presentation of non-GAAP

 2

financial measures in a manner consistent with Question 100.01 of the SEC Staff’s C&DI on Non-GAAP Financial Measures.

The Company has provided non-GAAP measures as it believes the measures provide additional information related to the trends of the Company. These metrics are used by management and the board of directors to assess the ongoing financial performance of the business.  The Company has reorganized during the periods presented, which has resulted in a considerable change in its operations. The Company believes that non-GAAP measures provide important additional information to investors to aid in assessing the continuing operations of the business through the Company’s significant transition period.

Prior to January 2021, the Company (f/k/a Landec Corporation) operated as a holding company for two businesses: Curation Foods and Lifecore Biomedical.   The Curation Foods business operated certain food businesses including as a manufacturer and supplier of fresh cut vegetables, ready-to-eat salads, avocado products including fresh guacamoles, olive oils and vinegars, packaging respiration products and a vertical farm investment.   The Lifecore business operated as a fully integrated contract development and manufacturing organization (CDMO), which develops for customers pharmaceutical injectable FDA regulated drugs and medical devices.

In January of 2021, the Board approved the exploration of strategic opportunities to divest the Curation Foods business, and to focus on the Lifecore business (referred to publicly as Project SWIFT).    Ultimately, the divestment of the Curation Foods business was completed through five separate divestitures over a two-year process, and several of the divestitures included limited-term transition services arrangements provided to the buyers.  In connection with Project SWIFT, the Company also moved its corporate headquarters from California (where Curation Foods was primarily located) to Minnesota, the site of the Lifecore business.  The Company also significantly restructured its personnel, plans and systems to adjust for the divestitures, the reduction in operational size, and business focus.

This overall background is provided to add context to the explanation of the adjustments made by the Company in the calculation of the non-GAAP measures.

The following summarizes the adjustments identified by the Staff that are included in the Company’s calculation Consolidated Adjusted EBITDA (in millions):

 FY 2023 FY 2022 FY 2021

Transition costs from the corporate headquarters relocation and the transition to Lifecore Biomedical $6.5 $1.5 $ -

Consolidating and optimizing or transitioning operations associated with Project SWIFT 5.8 13.0 8.4

Lifecore production process  0.8 -

 3

Financial advisor and legal fees related to litigation expenses - 1.4

Consolidating and transitioning operations associated with the Curation Foods business - - 3.4

Each of these adjustments represents unique costs and expenses incurred during the respective fiscal years.  The following provides a description of the rationale for each of the adjustments identified by the Staff in the Company’s calculation of Consolidated Adjusted EBITDA:

•Transition costs from the corporate headquarters relocation and the transition to Lifecore Biomedical in FY2023 and FY2022

As described above, the Company relocated its headquarters to Minnesota from California in connection with the divestiture of its Curation Foods businesses.

In FY 2022, this represents incremental compensation expenses related to reorganization of the business including costs associated with duplicative roles as the headquarters transitioned to Minnesota and consulting fees associated with the employee programs put in place as part of the headquarters transition and sale of businesses.

In FY 2023, this includes similar compensation and consulting expenses related to the ongoing employee actions as the Company sold additional businesses and completed the transition of its headquarters and further includes one-time board of directors’ fees related to a special committee formed to explore strategic options for all businesses. The adjustment also reflects incremental audit fees specifically related to the audit of the numerous non-standard transactions that occurred in FY 2023 associated with the sale of the businesses and the relocation.

•Consolidating and optimizing or transitioning operations associated with Project SWIFT in FY2021 through FY2023

The adjustment related to Project Swift is comprised of restructuring charges and other expenses associated with Project Swift as follows:

 FY 2023 FY 2022 FY 2021

Restructuring expense $ 4.2 $ 8.4 $ 7.4

Other Project Swift: 1.6 4.6 1.0

 $ 5.8 $13.0 $ 8.4

Restructuring expense.  The Company announced a restructuring plan in FY 2020 related to Project Swift.  The plan includes costs associated with the reduction-in-workforce, a reduction in leased office spaces, asset write-off costs and the loss on the sale of non-strategic assets.  The Company recorded a restructuring charge in each of the years presented, as reflected on its consolidated statements of operations and further described

 4

in footnote 12 of the consolidated financial statements included in its Form 10-K, associated with this plan.

Other Project Swift.  The other Project Swift costs primarily relate to costs associated with maintaining abandoned facilities (including the prior headquarters) after the sale of the businesses, litigation costs associated with the divested businesses including the ongoing FCPA investigation (as described below), consulting fees associated with exploring strategic options for all businesses and related to the sale of the businesses and net TSA costs that will not recur upon exit from the TSA agreements associated with the divested businesses.  In FY 2023, these costs are offset by a gain of $2.1 million on the sale of a divested business, Breatheway.

•One-time expenses incurred in the Lifecore production process in FY2023

During FY 2023, the Company launched a new program for a customer associated with a new product launch, specifically, a novel drug therapy for an ophthalmic disease that had no other FDA approved therapy available. The commercial launch of this novel drug therapy was the only commercial launch of a novel drug therapy that the Company has undertaken at that time or since.  Consequently, this new drug launch resulted in unusual one-time manufacturing costs associated with the commercialization of the novel drug.  These one-time costs related primarily to excess scrap product during the initial manufacturing process in connection with the initial commercialization of the product, along with other excess costs associated with the scrapped product.

The Company has considered the guidance in the Staff’s Non-GAAP guidance, specifically whether the costs are necessary to operate the Company’s business.  The Company believes that while these costs are related to manufacturing, as described above, this launch is the only commercial launch of a novel drug therapy that the Company has undertaken, such that these costs are not indicative of the normal operations and that adjusting for these costs provides a profit metric that is comparable to future periods and allows for a more complete understanding of the profitability trends of the business and is consistent with how management reviews the results of the business.

•Financial advisor and legal fees related to litigation expenses in FY2022; and

These costs represent legal fees and costs associated with the matters related to the FCPA Matter during FY 2022, as described below.

•Consolidating and transitioning operations associated with Curation Foods business in FY2021

These costs represent legal fees and costs associated with an internal investigation initiated by the Company regarding potential environmental and FCPA compliance matters associated with regulatory permitting at the Tanok facility in Mexico by one of

 5

the Company’s divested businesses, Yucatan Foods, and related litigation (collectively, the “FCPA Matter”) during fiscal year 2021.  The Company acquired the Yucatan Foods business in December 2018, and the regulatory permitting was subject to the FCPA Matter specifically related to conduct by the prior owners before the Company’s acquisition.  As publicly disclosed, the Company initiated its internal investigation and voluntarily disclosed the matter to the Department of Justice (the “DOJ”) and the Office of the Attorney General in Mexico (the “Mexican AG”) promptly following the Company’s discovery of the conduct. The Mexican AG decided that (a) that Curation Foods, Inc., did not commit or participate in the criminal conduct disclosed, (b) no criminal action would be taken against Curation Foods, Inc., (c) that no criminal liability was established against Tanok and Yucatan after they were acquired by Curation Foods, Inc., and (d) the decisions do not apply to any individuals who may be responsible for misconduct. The DOJ also declined to prosecute the FCPA Matter against Curation Foods, Inc.   The adjustments also include incremental compensation to retain employees through the elimination of their position and to support the divested businesses and the move to the new headquarters during FY 2021.

The Company has considered the Staff’s guidance in relation to the adjustments described above.  These adjustments, except the adjustment related to the Lifecore Production Processes, are all related to, or a consequence of, the relocation of the Company headquarters, Project Swift or divested businesses that are discontinued operations.  The Company believes these adjustments are in line with the Staff’s guidance, specially that these costs do not relate to the remaining Lifecore operations (continuing operations), are not related to revenue generating activities nor the Company’s business strategy.  The Company believes the adjustments to EBITDA provide the investor profitability metrics associated with the continuing operations to allow for understanding trends in the business and provides transparency to the profitability results used by management in reviewing its results of operations associated with the Lifecore business.

The Company also acknowledges the Staff’s comment regarding the inclusion of reconciliations in other public disclosures, and respectfully informs the Staff that, in future public disclosures that include non-GAAP measures, the Company will disclose a reconciliation of each such non-GAAP measures to the most comparable GAAP measure, or alternatively, as appropriate, disclose that the reconciliation cannot be provided without unreasonable efforts in accordance with Rule 100(a) of Regulation G.

Organization, Basis of Presentation, and Summary of Significant Accounting Policies Revenue Recognition, page 79

2.We note your disclosure on page 109 that you restated the Lifecore segment revenues and cost of sales in FY2022 and FY2021 to gross up revenues and cost of sales for certain performance obligations for which the Company acted as a principal in the arrangements. Please tell us your considerations of disclosin

United States securities and exchange commission logo
May 13, 2024
John Morberg
Executive Vice President, Chief Financial Officer, and Secretary
LIFECORE BIOMEDICAL, INC.
3515 Lyman Boulevard
Chaska, Minnesota 55318
Re:LIFECORE BIOMEDICAL, INC.
Form 10-K for the Fiscal Year Ended May 28, 2023
Filed March 20, 2024
File No. 000-27446
Dear John Morberg:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended May 28, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 23
1.Where you describe two or more business reasons that contributed to a material change in
a financial statement line item between periods, please quantify, where possible, the extent
to which each factor contributed to the overall change in that line item, including
any offsetting factors. In addition, where you identify intermediate causes of changes in
your operating results, also describe the reasons underlying the intermediate causes. For
example, you disclose that the changes in gross profit from fiscal year 2022 to fiscal
year 2023 were due primarily to decreased revenue and an unfavorable sales mix. To the
extent possible, quantify the impact of each contributing factor in dollars and/or margin
percentage, disclose the reasons driving these changes, and provide greater transparency
into the material components and potential variability of your cost of product sales and
gross profit.

 FirstName LastNameJohn Morberg
 Comapany NameLIFECORE BIOMEDICAL, INC.
 May 13, 2024 Page 2
 FirstName LastNameJohn Morberg
LIFECORE BIOMEDICAL, INC.
May 13, 2024
Page 2
Non-GAAP Financial Information and Reconciliations, page 27
2.We note that in your presentation of Consolidated Adjusted EBITDA, you have
adjustments for the following items:

•transition costs from the corporate headquarters relocation and the transition to
Lifecore Biomedical in FY2023 and FY2022;
•consolidating and optimizing or transitioning operations associated with Project
SWIFT in FY2021 through FY2023;
•one-time expenses incurred in the Lifecore production process in FY2023;
•financial advisor and legal fees related to litigation expenses in FY2022; and
•consolidating and transitioning operations associated with the Curation Foods
business in FY2021.

Please explain to us the nature of each of these costs and tell us why you believe they do
not represent normal recurring operating expenses. See Question 100.01 of the SEC
Staff’s C&DI on Non-GAAP Financial Measures.

In addition, we note your disclosure of historical adjusted EBITDA margin and forward-
looking adjusted EBITDA and adjusted EBITDA margin in your April 2024 investor
presentation. Please revise your future other public disclosures, such as investor
presentations, to reconcile any non-GAAP measures to the most comparable GAAP
measure. Or, alternatively, for forward-looking non-GAAP measures, disclose that the
reconciliation cannot be provided without unreasonable efforts. See Rule 100(a) of
Regulation G.
1. Organization, Basis of Presentation, and Summary of Significant Accounting Policies
Revenue Recognition, page 79
3.We note your disclosure on page 109 that you restated the Lifecore segment revenues and
cost of sales in FY2022 and FY2021 to gross up revenues and cost of sales for certain
performance obligations for which the Company acted as a principal in the arrangements.
Please tell us your considerations of disclosing revenue recognition policies related to
revenues recognized gross as a principal or net as an agent and the related disaggregated
revenues.
Related Party Transactions, page 81
4.We note your related party transaction disclosures of sales to Alcon Research, LLC and
the related accounts receivable. Please identify on the face of your consolidated balance
sheets, consolidated statements of operations, consolidated statements of comprehensive
loss, and consolidated statements of cash flows the amounts of all related party
transactions and balances in future filings pursuant to Rule 4-08(k) of Regulation S-X.
General

 FirstName LastNameJohn Morberg
 Comapany NameLIFECORE BIOMEDICAL, INC.
 May 13, 2024 Page 3
 FirstName LastName
John Morberg
LIFECORE BIOMEDICAL, INC.
May 13, 2024
Page 3
5.We note that you are delinquent in filing your Forms 10-Q for the quarterly periods ended
August 27, 2023, November 26, 2023, and February 25, 2024. Please file the required
reports.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Stephany Yang at 202-551-3167 or Kevin Woody at 202-551-3629 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Document

Lifecore Biomedical, Inc.

3515 Lyman Boulevard

Chaska, Minnesota 55318

June 7, 2023

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E. Washington, D.C. 20549-6010

Attention: Gregory Herbers

Re:    Lifecore Biomedical, Inc.

Registration Statement on Form S-1 (Registration No. 333-271176)

To the addressee set forth above:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (Registration No. 333-271176) (as amended, the “Registration Statement”) of Lifecore Biomedical, Inc. We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on June 9, 2023, or as soon as practicable thereafter, or at such other time thereafter as our counsel, Latham & Watkins LLP, may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling J. Ross McAloon at (714) 755-8051.

Thank you for your assistance in this matter.

Very truly yours,

Lifecore Biomedical, Inc.

By: /s/ John D. Morberg

 John D. Morberg

 Chief Financial Officer

cc:  James. G. Hall, Lifecore Biomedical, Inc.

Darren Guttenberg, Latham & Watkins LLP

J. Ross McAloon, Latham & Watkins LLP

United States securities and exchange commission logo
April 14, 2023
John Morberg
Chief Financial Officer
Lifecore Biomedical, Inc.
3515 Lyman Boulevard
Chaska, Minnesota 55318
Re:Lifecore Biomedical, Inc.
Registration Statement on Form S-1
Filed April 6, 2023
File No. 333-271176
Dear John Morberg:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Darren Guttenberg

United States securities and exchange commission logo
March 10, 2021
John Morberg
Chief Financial Officer
Landec Corporation
2811 Airpark Drive
Santa Maria, California 93455
Re:Landec Corporation
Form 10-K for the Fiscal Year Ended May 31, 2020
Filed August 14, 2020
Form 8-K filed on January 6, 2021
File No. 000-27446
Dear Mr. Morberg:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Document

March 8, 2021

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Eiko Yaoita Pyles and Andrew Blume

Re: Landec Corporation

       Form 10-K for the Fiscal Year Ended May 31, 2020

       Filed August 14, 2020

       Form 8-K, filed January 6, 2021

       File No. 000-27446

Dear Ms. Pyles and Mr. Blume:

Landec Corporation (the “Company”) is transmitting this letter via Edgar to respond to the comments contained in the letter dated February 10, 2021 (the “Comment Letter”) from the Staff of the Division of Corporation Finance (the “Staff”). For your convenience, this letter sets forth in italics each of the Staff’s numbered comments, followed by the Company’s corresponding responses.

Form 8-K filed on January 6, 2021

Exhibit 99.1

1.We note that you exclude the fair market value change of your Windset investment to arrive at EBITDA. Please revise future filings to ensure that your EBITDA calculation is consistent with the definition of EBITDA provided in Question 103.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Response: The Company respectfully acknowledges the Staff’s comment and will ensure that the Company’s EBITDA calculation is consistent with the definition of EBITDA provided in Question 103.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations in the Company’s future filings. In the Company’s future filings, we will include the fair market value change of our Windset investment to arrive at EBITDA, and will exclude the fair market value change of our Windset investment to arrive at “adjusted EBITDA”.

Form 10-K for Fiscal Year Ended May 31, 2020

2.You disclose that substantially all revenue is recognized upon shipment or delivery and that revenue for development service contracts are accounted for as a single performance obligation and are generally recognized over time. Please address the following items related to your Lifecore revenues:

Securities and Exchange Commission

March 8, 2021

Page 2

•Identify for us each of the promised goods and/or services in your contracts and explain how you determined you only have a single performance obligation under ASC 606-10-25-14 through 25-22.

Response: The performance obligations and recognition of revenues of Lifecore Biomedical, Inc. (“Lifecore”) consist of the following:

(1)Fermentation

Lifecore manufactures and sells pharmaceutical-grade sodium hyaluronate (“HA”) in bulk form to its customers. The performance obligation under our supply contracts with our customers is defined as the delivery of a specified quantity of HA, in each case, having specific characteristics determined by the applicable customer. These arrangements are executed through unique purchase orders for each lot of HA to be delivered. The HA produced for each customer, which is the only promised good in the arrangement, is distinct in accordance with ASC 606-10-25-20 and 25-21 as such customers are able to utilize the product provided under our supply contract with that customer when they obtain control. None of the criteria under ASC 606-10-25-27 are met under our HA contracts, and therefore revenue is recognized at a point in time. This was determined to be when legal title to the product is transferred to the customer in accordance with ASC 606-10-25-30, which is at the time that shipment is made or upon delivery of the product to our customer.

(2)Aseptic

Lifecore provides aseptic formulation and filling of syringes and vials for injectable products used for medical purposes. The performance obligation under the arrangement is defined as the delivery of aseptically filled syringes or vials with precisely formulated medical grade HA and non-HA materials that meet the customers regulated needs. In instances where our customers contract with us to aseptically fill syringes or vials with our HA, the goods are not distinct in the context of the contract in accordance with ASC 606-10-25-21. Aseptic products meet the requirements of ASC 606-10-25-28 because of the unique formulation of the manufactured products, which are generally utilized by our customers in regulated medical products. However, Lifecore does not have an enforceable right to payment for performance completed to date for its costs plus a reasonable profit margin nor does it meet the other criteria under ASC 606-10-25-27. Therefore, revenue is recognized at a point in time when legal title to the product is transferred to the customer in accordance with ASC 606-10-25-30, which is at the time that shipment is made or upon delivery of the product to our customer.

(3)Development Services

Lifecore provides product development services to assist its customers in obtaining regulatory approval for the commercial sale of their drug product. These services include activities such as technology development, material component changes, analytical method development, formulation development, pilot studies, stability studies, process validation and production of materials for use within clinical studies. Our customers benefit from the expertise of our scientists who have extensive experience performing such tasks.

Securities and Exchange Commission

March 8, 2021

Page 3

Each of the promised goods and services are not distinct in the context of the contract in accordance with ASC 606-10-25-21(c) as the goods and services are highly interdependent and interrelated. The services described above are significantly affected by each other because Lifecore would not be able to fulfill its promise by transferring each of the goods or services independently.

The development services meet the requirements of ASC 606-10-25-28 because Lifecore is creating an asset without an alternate use as it is unique to the customer. Furthermore, the Company has an enforceable right to payment for the performance completed to date for its costs incurred in satisfying the performance obligation plus a reasonable profit margin in accordance with ASC 606-10-25-27(c). Therefore, the revenue generated from development services arrangements is recognized over time.

•Tell us and revise your disclosures in future filings to clarify the extent to which Lifecore revenues are recognized at a point in time or over time. With reference to ASC 606-10-25-23 to 25-30, explain to us how you determined the contracts that qualify for point in time recognition and those that qualify for over time recognition. In addressing these items, ensure that your disaggregated revenue disclosures provided under ASC 606-10-50-5 adequately depict for investors the nature and timing of your revenues.

Response: Please refer to the discussion above for our determination of contracts that qualify for point in time recognition and those that qualify for over time recognition.

Lifecore’s revenue disclosure disaggregates its revenue into contract development and manufacturing organization ("CDMO") and fermentation. CDMO is comprised of aseptic and development services. In accordance with ASC 606-10-55-89 to 91, the extent to which revenue is disaggregated depends on the facts and circumstances that pertain to the entity’s contracts with customers and should consider how information about the revenue has been presented for other purposes.

The disaggregation into CDMO and fermentation is consistent with how our chief operating decision maker (“CODM”), who is our Chief Executive Officer, evaluates the financial performance of the Lifecore operating segments. This level of disaggregation is also consistent with disclosures presented outside the financial statements, including in earnings releases, annual reports, and investor presentations. Specifically, the aseptic goods and development services outputs are aggregated because they are both unique to a customer’s specifications.

The Company respectfully acknowledges the Staff’s request for the Company to include the information provided in our responses, including disaggregated revenue disclosures provided under ASC 606-10-50-5, in our future filings, and hereby confirms it will do so. For reference, please refer to Exhibit A to this letter for an example of the proposed format for our revised revenue disclosure that we intend to use in our future filings.

Securities and Exchange Commission

March 8, 2021

Page 4

•We note that your development service contract revenues are generally recognized over time based upon labor hours expended relative to the total expected hours. Pursuant to ASC 606-10-50-18, disclose why this method provides a faithful depiction of the transfer of your goods or services.

Response: As described in ASC 606-10-25-33, we considered the methods that can be used to measure an entity’s progress toward complete satisfaction of a performance obligation satisfied over time, including output methods and input methods. Specifically, we focused on the objective when measuring progress to depict performance in transferring control of goods or services promised to a customer.

Under our development services agreements, revenue is recognized based on the input method on a proportional performance basis to depict transfer of control using labor (effort) hours incurred as the input because labor is the primary input (i.e., labor costs represent the majority of the costs incurred in the completion of the services). The Company also determined that labor hours are the best measure of progress as it most accurately depicts the effort extended to satisfy the performance obligation over time in accordance with ASC 606-10-55-20.

The Company respectfully acknowledges the Staff’s request for the Company to include the information provided in our responses, including the method used to recognize revenue and why the method used provides a faithful depiction of the transfer of services under ASC 606-10-50-18, in our future filings, and hereby confirms it will do so. For reference, please refer to Exhibit A to this letter for an example of the proposed format for our revised revenue disclosure that we intend to use in our future filings.

*    *    *    *

If we can be of any assistance in explaining this response please contact me at (650) 306-1650.

Very truly yours,

/s/ John Morberg

John Morberg

                          Chief Financial Officer

cc:    Cary Hyden (Latham & Watkins LLP)

Darren Guttenberg (Latham & Watkins LLP)

    Todd Silva (Ernst & Young LLP)

Securities and Exchange Commission

March 8, 2021

Page 5

Exhibit A

Pro Forma Revenue Disclosure

When compared to our Form 10-K for the fiscal year ended May 31, 2020, underlined indicates added text and strikeout indicates removed text.

Revenue Recognition

The Company follows the five step, principles-based model to recognize revenue upon the transfer of promised goods or services to customers and in an amount that reflects the consideration for which the Company expects to be entitled in exchange for those goods or services. Revenue, net of estimated allowances and returns, is recognized when or as the Company has completed satisfies its performance obligations under a contract and control of the product is transferred to the customer.

Curation Foods

Curation Foods’ standard terms of sale are generally included in its contracts and purchase orders. Substantially all revenue Revenue is recognized at the time shipment is made or upon delivery as control of the product is transferred to the customer. Revenue for development service contracts are generally recognized based upon the labor hours expended relative to the total expected hours as a measure of progress to depict transfer of control of the service over time. The services are not distinct and are accounted for as a single performance obligation for each customer. Shipping and other transportation costs charged to customers are recorded in both revenue and cost of goods sold. The Company Curation Foods’ has elected to account for shipping and handling as fulfillment activities, and not as a separate performance obligation. Curation Foods’ standard payment terms with its customers generally range from 30 days to 90 days. Certain customers may receive cash-based incentives (including: volume rebates, discounts, and promotions), which are accounted for as variable consideration to Curation Foods’ performance obligations. Curation Foods’ estimates these sales incentives based on the expected amount to be provided to its customers and reduces revenues recognized towards its performance obligations. The Company does has not historically had and does not anticipate significant changes in its estimates for variable consideration.

Lifecore

Lifecore generates revenue from two integrated activities: Contract development and manufacturing organization ("CDMO") and Fermentation. CDMO is comprised of aseptic and development services. Lifecore’s standard terms of sale are generally included in its contracts and purchase orders. Shipping and other transportation costs charged to customers are recorded in both revenue and cost of goods sold. Lifecore has elected to account for shipping and handling as fulfillment activities, and not as a separate performance obligation. Lifecore’s standard payment terms with its customers generally range from 30 days to 90 days.

Securities and Exchange Commission

March 8, 2021

Page 6

Aseptic

Lifecore provides aseptic formulation and filling of syringes and vials with precisely formulated medical grade HA and non-HA materials for injectable products used for medical purposes. In instances where our customers contract with us to aseptically fill syringes or vials with our HA, the goods are not distinct in the context of the contract. Lifecore recognizes revenue for these products at the point in time when legal title to the product is transferred to the customer, which is at the time that shipment is made or upon delivery of the product.

Development Services

Lifecore provides product development services to assist its customers in obtaining regulatory approval for the commercial sale of their drug product. These services include activities such as technology development, material component changes, analytical method development, formulation development, pilot studies, stability studies, process validation and production of materials for use within clinical studies. The Company’s customers benefit from the expertise of its scientists who have extensive experience performing such tasks.

Each of the promised goods and services are not distinct in the context of the contract as the goods and services are highly interdepedent and interrelated. The services described above are significantly affected by each other because Lifecore would not be able to fulfill its promise by transferring each of the goods or services independently.

Revenues generated from development services arrangements are recognized over time as Lifecore is creating an asset without an alternate use as it is unique to the customer. Furthermore, the Company has an enforceable right to payment for the performance completed to date for its costs incurred in satisfying the performance obligation plus a reasonable profit margin. For each of the development activities performed by Lifecore as described above, labor is the primary input (i.e., labor costs represent the majority of the costs incurred in the completion of the services). The Company determined that labor hours are the best measure of progress as it most accurately depicts the effort extended to satisfy the the performance obligation over time.

Fermentation

Lifecore manufactures and sells pharmaceutical-grade sodium hyaluronate (“HA”) in bulk form to its customers. The HA produced is distinct as customers are able to utilize the product provided under HA supply contracts when they obtain control. Lifecore recognizes revenue for these pr

CORRESP
1
filename1.htm

Document

February 16, 2021

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Eiko Yaoita Pyles and Andrew Blume

Re:  Landec Corporation

Form 10-K for the Fiscal Year Ended May 31, 2020

Filed August 14, 2020

Form 8-K, filed January 6, 2021

File No. 000-27446

Dear Ms. Pyles and Mr. Blume:

On behalf of Landec Corporation (the “Company”), we acknowledge receipt of the letter dated February 10, 2021 (the “Comment Letter”) of the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission regarding the above referenced Annual Report on Form 10-K and Current Report on Form 8-K of the Company.

As we discussed when we spoke telephonically on February 11, 2021, the Company is working to respond to the Comment Letter. However, the Company will require additional time to consider and respond to the Staff’s comments. Accordingly, we respectfully request an extension of ten business days to respond to the Comment Letter, such that the Company would respond by March 11, 2021.

We are grateful for the Staff’s accommodation in this matter. Please do not hesitate to call me at (650) 306-1650 with any questions you may have.

Very truly yours,

/s/ John Morberg

John Morberg

Chief Financial Officer

cc:    Cary Hyden (Latham & Watkins LLP)

Darren Guttenberg (Latham & Watkins LLP)

    Todd Silva (Ernst & Young LLP)

United States securities and exchange commission logo
February 10, 2021
John Morberg
Chief Financial Officer
Landec Corporation
2811 Airpark Drive
Santa Maria, California 93455
Re:Landec Corporation
Form 10-K for the Fiscal Year Ended May 31, 2020
Filed August 14, 2020
Form 8-K filed on January 6, 2021
File No. 000-27446
Dear Mr. Morberg:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K filed on January 6, 2021
Exhibit 99.1
1.We note that you exclude the fair market value change of your Windset investment to
arrive at EBITDA.  Please revise future filings to ensure that your EBITDA calculation is
consistent with the definition of EBITDA provided in Question 103.01 of the Non-GAAP
Financial Measures Compliance and Disclosure Interpretations.

 FirstName LastNameJohn Morberg
 Comapany NameLandec Corporation
 February 10, 2021 Page 2
 FirstName LastName
John Morberg
Landec Corporation
February 10, 2021
Page 2
Form 10-K for the Fiscal Year Ended May 31, 2020
Notes to Consolidated Financial Statements
Revenue Recognition, page 47
2.You disclose that substantially all revenue is recognized upon shipment or delivery and
that revenue for development service contracts are accounted for as a single performance
obligation and are generally recognized over time.  Please address the following items
related to your Lifecore revenues:

•Identify for us each of the promised goods and/or services in your contracts and
explain how you determined you only have a single performance obligation under
ASC 606-10-25-14 through 25-22.

•Tell us and revise your disclosures in future filings to clarify the extent to which
Lifecore revenues are recognized at a point in time or over time.  With reference to
ASC 606-10-25-23 to 25-30, explain to us how you determined the contracts that
qualify for point in time recognition and those that qualify for over time recognition.
In addressing these items, ensure that your disaggregated revenue disclosures
provided under ASC 606-10-50-5 adequately depict for investors the nature and
timing of your revenues.

•We note that your development service contract revenues are generally recognized
over time based upon labor hours expended relative to the total expected hours.
Pursuant to ASC 606-10-50-18, disclose why this method provides a faithful
depiction of the transfer of your goods or services.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or Andrew
Blume, Accounting Branch Chief, at 202-551-3254 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

March 22, 2018

Mail Stop 4631

Via E -mail
Gregory S. Skinner
Vice President
Landec Corporation
3603 Haven Avenue
Menlo Park, CA 94025

Re: Landec Corporation
 Form 10-K/A for Fiscal Year Ended May 28, 2017
Filed August 15, 2017
File No. 0 -27446

Dear Mr. Skinner:

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

	lndc20180314_corresp.htm

March 14, 2018

Via EDGAR

			Securities and Exchange Commission

			Division of Corporation Finance

			100 F Street, N.E., Mail Stop 3561

			Washington, D.C. 20549

			Attention: Terence O’Brien

			Re:

			Landec Corporation (CIK No. 0001005286)

			Annual Report on Form 10-K, filed August 11, 2017

			As Amended by Amendment No. 1 on Form 10-K/A, filed August 15, 2017

Dear Mr. O’Brien:

Landec Corporation (the “Company”) is transmitting via Edgar with this letter, for filing under the Securities Act of 1933, as amended (the “Securities Act”), Amendment No. 2 on Form 10-K/A to the above referenced Annual Report on Form 10-K (the “Revised Filing”). This letter together with the changes reflected in the Revised Filing respond to the Staff’s comments contained in its letter dated February 16, 2018.

For your convenience, this letter sets forth in italics the Staff’s comment before our response. All capitalized terms used in this letter but otherwise not defined herein have the meanings ascribed to such terms in the Revised Filing.

Form 10-K/A for Fiscal Year Ended May 28, 2017

Pursuant to Rule 12b-15 of Regulation 12B, amendments filed pursuant to this section must set forth the complete text of each item as amended. In the explanatory note of your amended filing, you state that this amendment was filed to correct a typographical error in the date of the Opinion. Accordingly, the entirety of Item 8 for which the Opinion is a part, inclusive of a full set of financial statements and accompanying notes, must be included in your amended filing. Please file an amended filing that complies with the cited guidance. Please also include appropriately revised certifications.

In response to the Staff’s comment, the Company has provided the entirety of Item 8 in the Revised Filing.

*     *     *     *

Securities and Exchange Commission

March 14, 2018

Page 2

If we can be of any assistance in explaining this response or the changes in the Revised Filing, please contact me at (650) 261-3677.

Very truly yours,

/s/ Gregory S. Skinner

Gregory S. Skinner

Vice President of Finance and Chief Financial Officer

			cc:

			Geoffrey P. Leonard

			(King & Spalding LLP)

			Todd Silva

			(Ernst & Young LLP)

March 8, 2018

Mail Stop 4631

Via E -mail
Gregory S. Skinner
Vice President
Landec Corporation
3603 Haven Avenue
Menlo Park, CA 94025

Re: Landec Corporation
 Form 10-K/A for Fiscal Year Ended May 28, 2017
Filed August 15, 2017
File No. 0 -27446

Dear Mr. Skinner:

 We issued a comment to you on the above captioned filing on February 16, 2018 .  As of
the date of this letter, this  comment remain s outstanding and unresolved.  We expect you to
provide a complet e, substantive response to this  comment by  March 22, 2018.

 If you do not respond, we  will, consistent with our obligations under the federal securities
laws, decide how we will seek to resol ve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency’s EDGAR system, all correspondence, including this letter, relating
to the review of you r filing, consistent with the staff’s decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.

 Please contact Tracie Mariner, Staff Accountant, at (202) 551 -3744, Jeanne Baker,
Assistant Chief Accountant , at (202) 551 -3691, or me at (202) 551 -3355 with any questions.

         Sincerely,

        /s/ Terence O ’Brien

        Terence O’Brien
        Branch Chief
Office of Manufacturing and
Construction

February 16, 2018

Mail Stop 4631

Via E -mail
Gregory S. Skinner
Vice President
Landec Corporation
3603 Haven Avenue
Menlo Park, CA 94025

Re: Landec Corporation
 Form 10-K/A for Fiscal  Year Ended  May 28, 2017
Filed  August 15, 2017
File No. 0-27446

Dear  Mr. Skinner:

We have reviewed your filing an d have the following comment s.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us  why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K/A for Fiscal Year Ended May 28, 2017

Pursuant to Rule 12b -15 of Regulation 12B, amendments filed pursuant to this section must set
forth the complete text of each item  as amended.  I n the explanatory note of your amended filing,
you state that this amendment was filed to correct a typographical e rror in the date of the
Opinion.  A ccordingly, the entirety of Item 8 for which the Opinion i s a part, inclusive of a full
set of financial statements and accompanying notes, must be in cluded in your amended filing.
Please file an amended filing that co mplies with the cited guidance.  P lease also include
appropriately revised certifications.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Gregory S. Skinner
Landec  Corporation
February 16, 2018
Page 2

 You may contact Tracie Mariner , Senior Staff Accountant , at (202) 551 -3744 , or Jeanne
Baker, Assistant Chief Accountant, at (202) 551 -3691,  if you have questions regarding
comments on the financial s tatements and related matters. You may contact  me at (2 02) 551-
3355  with any other questions.

Sincere ly,

 /s/ Terence O ’Brien

 Terence O’Brien
Branch Chief
Office of Manufacturing and
Construction

February 15 , 2017

Mail Stop 4631

Via E -Mail
Gregory S. Skinner
Chief Financial Officer
Landec Corporation
3603 Haven Avenue
Menlo Park, CA 94025

Re: Landec Corporation
 Form 10 -Q for the Fiscal Quarter Ended November 27, 2016
Filed January 5, 2017
File No. 0-27446

Dear Mr. Skinner :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and  adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Accounting Branch Chief
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

	lndc20170206_corresp.htm

VIA EDGAR

February 7, 2017

Mr. Terence O’Brien

Accounting Branch Chief

Office of Manufacturing and Construction

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

			Re:

			Landec Corporation

Form 10-Q for the Fiscal Quarter Ended November 27, 2016

Filed January 5, 2017

File No. 0-27446

Dear Mr. O’Brien:

On behalf of Landec Corporation (“Landec” or the “Company”) this letter is being transmitted in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated January 24, 2017 with respect to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2016 and filed on January 5, 2017. The text of the Staff’s comments has been repeated below and is followed by the Company’s response.

Form 10-Q for Fiscal Quarter Ended November 27, 2016

Legal Contingencies, page 10

			1.

			Comment: On page 76 of your Form 10-K for the fiscal year ended May 29, 2016, you disclose that you were involved in various legal proceedings and claims related to matters such as wage and hour claims. We note that you recorded a charge of $755,000 during the 12 months ended May 29, 2016, related to these matters. Additionally, based on your disclosure in your Forms 10-Q it appears that you recorded an additional $350,000 for the three months ended August 28, 2016, and $150,000 for the three months ended November 27, 2016. Please revise your disclosure to clarify whether it is reasonably possible you will incur additional losses, in excess of amounts accrued, that could be material to your financial position, results of operations, and/or cash flows, and provide a range of such reasonably possible additional loss or explain why a range cannot be estimated. Refer to ASC 450-20-50-3 and 50-4. We also remind you that Rule 10-01(a)(5) of Regulation S-X states that disclosure of material contingences shall be provided in interim financial statements even though a significant change since year end may not have occurred. Please revise your disclosures as necessary. Please also expand your disclosures to discuss the nature of the contingencies that are driving such accruals and the changes in the facts and circumstances from period to period that have resulted in the revision to your accrual.

Response: In future filings, the Company will broaden its disclosure concerning legal contingencies to clarify whether it is reasonably possible that additional losses, in excess of amounts accrued, that could be material to our financial position, results of operations, and/or cash flows could be incurred. While the amount of reasonably possible additional loss has not historically been material to the Company’s financial position, results of operations, and/or cash flows, we will continue to evaluate the range of reasonably possible loss and provide related disclosure of the range to the extent additional losses, in excess of amounts accrued, could be material to the Company’s financial position, results of operations, and/or cash flows. The Company’s disclosures will be provided in both interim and annual filings in accordance with the provisions of Rule 10-01(a)(5) of Regulation S-X. The Company proposes the following future disclosure surrounding its legal contingencies:

Legal Contingencies

In the ordinary course of business, the Company is involved in various legal proceedings and claims.

The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least each fiscal quarter and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel, and other information and events pertaining to a particular matter.

The outcome of legal matters is inherently unpredictable and subject to significant uncertainties. Based upon the current status of outstanding claims, the Company’s current accrual reflects the best estimate of potential loss for its legal proceedings. Depending on the nature and timing of any such dispute, it is possible that an unfavorable resolution of a matter in excess of amounts accrued could affect the Company’s financial position, results of operations, and/or cash flows in a particular quarter. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, the Company believes that the amount of any such additional loss would be immaterial to the Company’s business, financial condition, and results of operations.

The Company is a defendant in three sets of actions, specifically in civil actions and administrative actions involving claims filed by employees of the Company’s plant labor contractor. One of these actions alleging various unfair labor practices was settled during the three months ended February 26, 2017 for approximately $200,000. The remaining two lawsuits primarily involve various wage and hour claims on behalf of a group of employees and Private Attorney General Act penalty claims. Management cannot estimate at this time when the two remaining lawsuits will be settled. One of these lawsuits also involves claims of wrongful termination with respect to a small subset of the plaintiffs. This lawsuit has been ordered to individual arbitrations regarding plaintiffs’ individual claims. Plaintiffs are each seeking individual arbitration, against which the Company has filed a counter petition to allow for a single arbitration for all claims. If mediation is not successful, these matters will be brought to court and arbitration. While the range of potential loss could be impacted substantially by future rulings by the court, including on the merits of the claims, on the Company’s defenses, and on evidentiary issues. In addition, only very limited discovery into damages has been conducted in certain of these cases, which could vary considerably from plaintiff to plaintiff and be dependent on evidence pertaining to individual plaintiffs, which has yet to be produced in many of the cases. The Company will continue to vigorously defend itself in these proceedings.

During the nine months ended February 26, 2017, the Company recorded a charge to income in the amount of $XXX,000. As of February 26, 2017, the Company has accrued $XXX,000, which is included in Other accrued liabilities in the accompanying Consolidated Balance Sheet. This is the Company’s best estimate of settlement payments and/or award amounts for all legal matters currently underway. Legal fees are expensed in the period in which they are incurred.

Please call the undersigned at (650) 261-3677 if you have any questions.

Very truly yours,

/s/ Gregory S. Skinner

Gregory S. Skinner

Vice President Finance and Chief Financial Officer

January 24, 2017

Mail Stop 4631

Via E -Mail
Gregory S. Skinner
Chief Financial Officer
Landec Corporation
3603 Haven Avenue
Menlo Park, CA 94025

Re: Landec Corporation
 Form 10 -Q for the Fiscal Quarter Ended November 27, 2016
Filed January 5, 2017
File No. 0-27446

Dear Mr. Skinner :

We have reviewed your filing an d have the following comment .  Please respond to this
comment  within ten busine ss days by providing the requested information or advis e us as soon as
possible when you will respond.  If you do not believe our comment  applies  to your facts and
circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have  additional comments .

Form 10 -Q for the Fiscal Quarter  Ended November 27, 2016

Legal Contingencies, page 10

1. On page 76 of your Form 10 -K for the fiscal year ended May 29, 2016, you disclose that
you were  involved in various legal proceedings and claims related to matters such as
wage and ho ur claims.  We note that you recorded a charge of $775,000 during the 12
months ended May 29, 2016 , related to these matters.  Additionally, based on your
disclosure in your Forms 10 -Q it appears that you recorded an additional $350,000 for the
three months ended August 28, 2016, and $150,000 for the three months ended
November 27, 2016.  Please revise your disclosure to clarify  whether it is reasonably
possible you will incur additional losses, in excess of amounts accrued, that could be
material to your financial position, results of operations, and/or cash flows, and provide a
range of such reasonably possible additional loss or explain why a range cannot be
estimated. Refer to ASC 450 -20-50-3 and 50 -4.  We also remind you that Rule 10 -
01(a)(5) of Regulation S -X states that disclosure of material contingences shall be
provided in interim financial statements even though a significant change since year end
may not have oc curred. Please revise your disclosures as necessary.   Please also expand

Mr. Skinner
Landec Corporation
January 24, 2017
Page 2

 your disclosures to discuss the nature of the contingencies that are driving such accruals
and the changes in the facts and circumstances from period to period that have resulted in
the revision to your accrual.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Tracey Mc Koy, Staff Accountant, at (202) 551 -3772 or , in her absence
Ameen Hamady, Staff Accountant , at (202) 551 - 3891 or, the undersigned Accounting Branch
Chief at (202) 551 -3355  with any questions.   Please contact Sherry Haywood , Staff Attorney , at
(202) 551 -3345 or, in h er absence Craig Slivka , Special Counsel , at (202) 551 -3729  with legal
related  questions.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Accounting Branch Chief
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

lndc20151027_corresp.htm

Landec Corporation

3603 Haven Avenue

Menlo Park, California 94025
(650) 306-1650

October 27, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Edward M. Kelly

RE:

Landec Corporation – Request for Acceleration of Effectiveness
Registration Statement on Form S-3
File No. 333-207467

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C under the Securities Act of 1933, as amended, the undersigned, on behalf of Landec Corporation (the “Company”), hereby requests acceleration of the effectiveness of the above-referenced Registration Statement to 5:00 p.m., Washington, D.C. time, on October 30, 2015, or as soon thereafter as is practicable.

In requesting acceleration as described above, the undersigned, on behalf of the Company, acknowledges the following:

1.

Should the Securities and Exchange Commission (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;

2.

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; and

3.

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

We ask that you please contact the Company’s outside counsel for this matter, C.J. Wauters of Godfrey & Kahn, S.C., at (414) 287-9663, to inform him as soon as possible after the above-referenced Registration Statement has been declared effective.

Very truly yours,

LANDEC CORPORATION

/s/ Gregory S. Skinner

Gregory S. Skinner

Chief Financial Officer and Vice President of

Finance and Administration

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

March 18, 2014

Via E-mail
Mr. Gregory S. Skinner
Chief Financial Officer
Landec Corporation
3603 Haven Avenue
Menlo Park, CA 94025

Re: Landec Corporation
 Form 10 -K for Fiscal Year Ended May 26,  2013
Filed August 7 , 2013
Definitive Proxy Statement on Schedule 14A
Filed August 21, 2013
File No. 0 -27446

Dear Mr. Skinner :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act  of 1934 and all applicable rules require.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Accounting Branch Chief

CORRESP
1
filename1.htm

lndc20140304_corresp.htm

VIA EDGAR

March 5, 2014

Mr. Terence O’Brien

Accounting Branch Chief
Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE
Washington, D.C. 20549

Re:

Landec Corporation

Form 10-K for Fiscal Year Ended May 26, 2013

Filed August 7, 2013

Definitive Proxy Statement on Schedule 14A

Filed August 21, 2013

Filed No. 0-27446

Dear Mr. O’Brien:

On behalf of Landec Corporation (“Landec” or the “Company”) this letter is being transmitted in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated February 24, 2014 with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended May 26, 2013; filed on August 7, 2013 and the Company’s Definitive Proxy Statement on Schedule 14A; filed on August 21, 2013. The numbering of the paragraphs below corresponds to the numbering of the comments which we have incorporated into this response letter.

Form 10-K for Fiscal Year Ended May 26, 2013

Business, page 4

Description of Core Business, page 6

1. Comment: Please refer to your page 9 disclosure regarding your relationship with Windset, and tell us what consideration you gave to filing the exclusive license agreement with Windset as an exhibit to your annual report. In this regard, we note Mr. Steele’s discussion during the earnings call for the second quarter of 2014 regarding the strategic partnership with Windset Farms and its growth opportunities, as well as your “We Depend on Strategic Partners and Licenses for Future Development” risk factor on page 22.

Response: The exclusive license with Windset was executed in June 2010, prior to the contemplation of our investment in Windset. The Company did not consider the license agreement to be material at that time and does not consider it to be material at this time. Therefore, the Company has not filed it as an exhibit to the Company’s Form 10-K. The Company’s disclosure in Footnote 5 to the consolidated financial statements included in the Company’s Form 10-K, which is copied below, supports the conclusion that this agreement is not material. If in the future the amount of the royalties received under the license agreement exceeds the annual minimums, the amount of such royalties will be disclosed in the Company’s filings with the Commission.

“Windset

In June 2010, Apio entered into an exclusive license agreement with Windset for Windset to utilize Landec’s proprietary breathable packaging to extend the shelf life of greenhouse grown cucumbers, peppers and tomatoes (“Exclusive Products”). In accordance with the agreement, Apio received and recorded a one-time upfront research and development fee of $100,000 and will receive license fees equal to 3% of net revenue of the Exclusive Products utilizing the proprietary breathable packaging technology, with or without the BreatheWay trademark. The ongoing license fees are subject to annual minimums of $150,000 for each of the three types of exclusive product as each is added to the agreement. As of May 26, 2013, two products have been added to the agreement.”

It should be noted that the purchase agreement Apio entered into with Windset in February 2011, whereby Apio purchased a 20.1% interest in Windset for $15 million, was considered a material agreement and was therefore filed as Exhibit 10.1 in the Company’s Form 8-K dated February 18, 2011 and is listed as an exhibit in the Company’s Form 10-K for fiscal year 2013.

Sales and Marketing, page 12

2.

Comment: We note your statement that the top two customers from the Food Products Technology segment accounted for approximately 16% and 13% of your revenues for fiscal year 2013. With a view toward future disclosure, please tell us whether the loss of either one of these customers would have a material adverse effect on your business and whether you considered disclosing the names of these customers. In this regard, we note the disclosure requirements of Item 101(c)(1)(vii) of Regulation S-K.

Response: Costco Wholesale Corporation accounted for approximately 16% and Wal-mart, Inc. accounted for approximately 13% of the Company’s revenues, respectively, during fiscal year 2013 and a loss of either of these customers would have a material adverse effect on the Company’s business. In future filings, the Company will disclose the name of any customer if the sales to such customer constitute more than 10% of the Company’s consolidated revenues and if the loss of such customer would have a material adverse effect on the Company and its subsidiaries taken as a whole.

Critical Accounting Policies and Use of Estimates, page 28

3.

Comment: You have identified revenue recognition as a critical accounting policy and have provided a lengthy discussion of revenue recognition for license fees and arrangements for multiple elements. However, this disclosure is substantially identical to the disclosure in the footnotes in the accompanying financial statements. In future filings, please replace this disclosure with material information that promotes understanding of your arrangements, the effect of your application of the accounting policies on the timing of your revenue recognition, and the magnitude of revenue earned from the various types of arrangements described. Provide quantified information where available and material to an investor’s understanding. Please refer to SEC Release 33-8350 for more guidance. Please provide us with an example of your intended future disclosure, as well as any additional supplemental information that would help us in evaluating your response.

Response:   In future filings, the Company will broaden its disclosure concerning revenue recognition to more fully describe the nature of each of the arrangements, the accounting guidance followed for revenue recognition and the revenue recognized during each of the periods presented for each of the arrangements, assuming these arrangements are material to the Company’s consolidated financial results. The Company proposes the following future disclosure surrounding its revenue recognition policy:

Revenue Recognition

Revenue from product sales is recognized when there is persuasive evidence that an arrangement exists, title has transferred, the price is fixed and determinable, and collectability is reasonably assured. Allowances are established for estimated uncollectible amounts, product returns, and discounts based on specific identification and historical losses.

Apio’s food products technology revenues generally consist of revenues generated from the sale of specialty packaged fresh-cut and whole value-added processed vegetable products that are generally washed and packaged in our proprietary packaging and sold under Apio’s Eat Smart and GreenLine brands and various private labels. Revenue is generally recognized upon shipment of these products to customers. The Company takes title to all produce it trades and/or packages, and therefore, records revenues and cost of sales at gross amounts in the Consolidated Statements of Comprehensive Income

In addition, food products technology value-added revenues include the revenues generated from Apio Cooling, LP, a vegetable cooling operation in which Apio is the general partner with a 60% ownership position and from the sale of BreatheWay packaging to license partners. Revenue is recognized on the vegetable cooling operations as cooling and storage services are provided to our customers. Sales of BreatheWay packaging are recognized when shipped to our customers.

Apio’s food export revenues consist of revenues generated from the purchase and sale of primarily whole commodity fruit and vegetable products to Asia by Cal-Ex. As most Cal-Ex customers are in countries outside of the U.S., title transfers and revenue is generally recognized upon arrival of the shipment in the foreign port. Apio records revenue equal to the sale price to third parties because it takes title to the product while in transit.

Our HA-based Biomaterials business principally generates revenue through the sale of products containing HA. Lifecore primarily sells products to customers in three medical areas: (1) Ophthalmic, which represented approximately 65% of Lifecore’s revenues in fiscal year 2013, (2) Orthopedic, which represented approximately 20% of Lifecore’s revenues in fiscal year 2013 and (3) Veterinary/Other. The vast majority of revenues from our HA-based Biomaterials business are recognized upon shipment.

A small amount of revenues from our HA-based Biomaterials business is related to contract research and development (R&D) services and multi-element arrangement services with customers where we provide products and/or services in a bundled arrangement.

Contract revenue R&D is recorded as earned, based on the performance requirements of the contract. Non-refundable contract fees for which no further performance obligations exist, and there is no continuing involvement by the Company, are recognized on the earlier of when the payments are received or when collection is assured.

For sales arrangements that contain multiple elements, the Company allocates revenue to each element based on a selling price hierarchy. The relative selling price for a deliverable is based on its vendor-specific objective evidence (VSOE), if available, third-party evidence (TPE), if VSOE is not available, or estimated selling price, if neither VSOE nor TPE is available. The Company then recognizes revenue on each deliverable in accordance with its policies for product and service revenue recognition. The Company is not typically able to determine VSOE or TPE, and therefore, uses estimated selling prices to allocate revenue between the elements of the arrangement.

The Company limits the amount of revenue recognition for delivered elements to the amount that is not contingent on the future delivery of products or services or future performance obligations or subject to customer-specific cancellation rights. The Company evaluates each deliverable in an arrangement to determine whether they represent separate units of accounting. A deliverable constitutes a separate unit of accounting when it has stand-alone value, and for an arrangement that includes a general right of return relative to the delivered products or services, delivery or performance of the undelivered product or service is considered probable and is substantially controlled by the Company. The Company considers a deliverable to have stand-alone value if the product or service is sold separately by the Company or another vendor or could be resold by the customer. Further, the revenue arrangements generally do not include a general right of return relative to the delivered products. Where the aforementioned criteria for a separate unit of accounting are not met, the deliverable is combined with the undelivered element(s) and treated as a single unit of accounting for the purposes of allocation of the arrangement consideration and revenue recognition. The Company allocates the total arrangement consideration to each separable element of an arrangement based upon the relative selling price of each element. Allocation of the consideration is determined at arrangement inception on the basis of each unit’s relative selling price. In instances where the Company has not established fair value for any undelivered element, revenue for all elements is deferred until delivery of the final element is completed and all recognition criteria are met.

Licensing revenue is recognized in accordance with prevailing accounting guidance. Initial license fees are deferred and amortized to revenue over the period of the agreement when a contract exists, the fee is fixed and determinable, and collectability is reasonably assured. Noncancellable, nonrefundable license fees are recognized over the period of the agreement, including those governing research and development activities and any related supply agreement entered into concurrently with the license when the risk associated with commercialization of a product is non-substantive at the outset of the arrangement.

A summary of revenues by type of revenue arrangement as described above is as follows (in thousands):

Year ended

May 26, 2013

Year ended

May 27, 2012

Recorded upon shipment

$
359,518

$
239,985

Recorded upon acceptance in foreign port

78,442

71,054

Revenue from license fees, R&D contracts and royalties/profit sharing

1,975

3,271

Revenue from multiple element arrangements

1,773

3,242

TOTAL

$
441,708

$
317,552

Note 14 – Business Segment Reporting, page 82

Geographic Information, page 83

4.

Comment: Please disclose the basis for how you attribute your revenues from external customers to foreign countries in prospective filings. Refer to ASC 280-10-50-41 and 280-10-55-22 for guidance.

Response:   The Company’s basis for attributing revenue from external customers to foreign countries is by the billing address of the Company’s customer. In future filings, the Company will add clarification to its disclosure to identify that “Revenue by geography is based on the billing address of the customer.”

Definitive Proxy Statement on Schedule 14A

Compensation of Directors, page 11

5.

Comment: We note that for fiscal year 2013, Ms. Pankopf and Ms. Sohn were the only directors who received equity awards. In future filings, please provide brief narrative disclosure related to the company’s director compensation arrangements with respect to grants of equity awards. In this regard, we note that during fiscal year 2012, all non-employee directors received stock and option awards while, in 2013, these awards were made solely to new directors. Refer to Item 402(k)(3) of Regulation S-K.

Response: In future filings, the Company will provide a narrative disclosure of the basis for equity awards to directors.

Executive Compensation and Related Information, page 29

Establishing Executive Compensation, page 29

6.

Comment: We note your disclosure about the role of the Research Firm in assisting the compensation committee in determining executive compensation. However, you have not named the Research Firm acting as your compensation consultant. Please note that in accordance with Item 7(d) of Schedule 14A, the identity of the compensation consultant should be disclosed pursuant to Item 407(e)(3) of Regulation S-K. In addition, because the role played by the compensation consultant appears to be material for purposes of determining executive compensation, in accordance with the Commission’s guidance set forth in Question 118.06 of Regulation S-K Compliance and Disclosure Interpretations, disclosure required to be made pursuant to Item 407(e)(3)(iii) of Regulation S-K must also be incorporated in this section of the filing. Please advise or otherwise identify your compensation consultant in future filings.

Response: As disclosed in the Company’s proxy statement: “The Committee’s primary source for information regarding its peer group companies is an independent data, research and advisory organization that provides corporate governance and executive compensation related database and analytical tools to corporate issuers (the “Research Firm”). The Research Firm draws data from proxy statements and reports filed with the SEC. The Committee uses this information as a tool to assist in determining the actual compensation levels for the Named Executive Officers in our three main business units.” The Research Firm merely provided the Company with access to its database and did not provide any recommendation on, or play any role in determining, the Company’s executive compensation policy or practice.

The Research Firm had no role “in determining or recommending the amount or form of executive and director compensation” as described in Item 407 (e)(3)(iii) of Regulation S-K and did not “play[s] a material role in

February 24, 2014

Via E-mail
Mr. Gregory S. Skinner
Chief Financial Officer
Landec Corporation
3603 Haven Avenue
Menlo Park, CA 94025

Re: Landec Corporation
 Form 10 -K for Fiscal Year Ended May 26,  2013
Filed August 7 , 2013
Definitive Proxy Statement on Schedule 14A
Filed August 21, 2013
File No. 0 -27446

Dear Mr. Skinner :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advi sing us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10 -K for Fiscal Year Ended May 26 , 2013

Business, page 4

Description of Core Business, page 6

1. Please refer to your page 9 disclosure regarding your relationship with Windset, and tell
us what consideration you gave to filing  the exclusive license agreement with Windset as
an exhibit to your annual report.  In this regard, we note Mr. Steele’s discussion during
the earnings call for the second quarter of 2014 regarding the strategic partnership with
Windset Farms and its growt h opportunities, as well as your “We Depend on Strategic
Partners and Licenses for Future Development” risk factor on page 22.

Mr. Gregory S. Skinner
Landec Corporation
February 24, 2014
Page 2

 Sales and Marketing, page 12

2. We note your statement that the top two customers from the Food Products Technology
segment acc ounted for approximately 16% and 13% of your revenues for fiscal year
2013.  With a view toward future disclosure, please tell us whether the loss of either one
of these customers would have a material adverse effect on your business and whether
you consid ered disclosing the names of these customers.  In this regard, we note the
disclosure requirements of Item 101(c)(1)(vii) of Regulation S -K.

Critical Accounting Policies and Use of Estimates, page 28

3. You have identified revenue recognition as a critical accounting policy and have provided
a lengthy discussion of revenue recognition for license fees and arrangements for
multiple elements.  However, this disclosure is substantially identical to the disclosure in
the footnotes in the accompanying financial s tatements.  In future filings, please replace
this disclosure with material information that promotes understanding of your
arrangements, the effect of your application of the accounting policies on the timing of
your revenue recognition, and the magnitude  of revenue earned from the various types of
arrangements described.  Provide quantified information where available and material to
an investor’s understanding.  Please refer to SEC Release 33 -8350 for more guidance.
Please provide us with an example of your intended future disclosure, as well as any
additional supplemental information that would help us in evaluating your response.

Note 14 – Business Segment Reporting, page 82

Geographic Information, page 83

4. Please disclose the basis for how you attribute your revenues from external customers to
foreign countries in prospective filings.  Refer to ASC 280 -10-50-41 and 280 -10-55-22
for guidance.

Definitive Proxy Statement on Schedule 14A

Compensation of Directors, page 11

5. We note that for fiscal year 2013, Ms. Pankorf and Ms. Sohn were the only directors who
received equity awards.  In future filings, please provide brief narrative disclosure related
to the company’s director compensation arrangements with respect to grants of equity
awards.  In t his regard, we note that during fiscal year 2012, all non -employee directors
received stock and option awards while, in 2013, these awards were made solely to new
directors.  Refer to Item 402(k)(3) of Regulation S -K.

Mr. Gregory S. Skinner
Landec Corporation
February 24, 2014
Page 3

 Executive Compensation and Related  Information, page 29

Establishing Executive Compensation, page 29

6. We note your disclosure about the role of the Research Firm in assisting the
compensation committee in determining executive compensation.  However, you have
not named the Research Firm a cting as your compensation consultant.  Please note that in
accordance with Item 7(d) of Schedule 14A, the identity of the compensation consultant
should be disclosed pursuant to Item 407(e)(3) of Regulation S -K.  In addition, because
the role played by th e compensation consultant appears to be material for purposes of
determining executive compensation, in accordance with the Commission’s guidance set
forth in Question 118.06 of Regulation S -K Compliance and Disclosure Interpretations,
disclosure required to be made pursuant to Item  407(e)(3)(iii) of Regulation S -K must
also be incorporated in this section of the filing.  Please advise or otherwise identify your
compensation consultant in future filings.

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 the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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 they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

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

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respec t 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.

You may contact Th omas D’Orazio at (202) 551 -3825  or the under signed Accounting
Branch Chief at  (202) 551 -3355  if you have questions regarding comments on the financial
statements and related matters.  For other comments, please contact Jessica Dickerson  at (202)
551-3749 or Era Anagnosti  at (202) 551 -3369 .

Sincerel y,

 /s/ Terence O ’Brien

Terence O’Brien
Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE
Mail Stop 4631

April 7, 2011

via U.S. mail and facsimile

Gregory S. Skinner, CFO Landec Corporation 3603 Haven Avenue Menlo Park, California  94025
 RE: Landec Corporation
  Form 10-K for the Fiscal  Year Ended May 30, 2010
  Filed August 13, 2010
Forms 10-Q for the Fiscal Quarte rs Ended August 29, 2010 and
November 28, 2010
Form 8-K Filed Fe bruary 18, 2011
  File No. 0-27446

Dear Mr. Skinner:
We have completed our review of your  filings and do not have any further
comments at this time.
Sincerely,

Rufus Decker Accounting Branch Chief

CORRESP
1
filename1.htm

    Unassociated Document

VIA EDGAR

April 5, 2011

Mr. Rufus Decker

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Re:

Correspondence from you dated March 15, 2011 concerning Landec Corporation

Form 10-K for the Fiscal Year Ended May 30, 2010

Filed August 13, 2010

Forms 10-Q for the Fiscal Quarters Ended August 29, 2010 and November 28, 2010 Form 8-K Filed February 18, 2011

File No.  0-27446

Ladies and Gentlemen:

On behalf of Landec Corporation (“Landec” or the “Company”) this letter is being transmitted in response to comments received from the staff (the “Staff”) of the  Securities and Exchange Commission (the “Commission”) by letter dated March 15, 2011 with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended May 30, 2010; filed on August 13, 2010, the Company’s Quarterly Reports on Form 10-Q for the Fiscal Quarters ended August 29, 2010 and November 28, 2010 and the Company’s Current Report on Form 8-K filed on February 18, 2011.  The numbering of the paragraphs below corresponds to the numbering of the comments which we have incorporated into this response letter.

Form 10-K for the Fiscal Year Ended May 30, 2010

Consolidated Statements of Changes in Stockholders’ Equity, page 56

1.

Comment:  We note your response to comment 9 in our letter dated February 24, 2011, in which you state that you will provide the disclosures required by ASC 810-10-50-1A beginning with your May 29, 2011 Form 10-K. Based on the guidance in ASC 810-10-65-1, it is unclear why you would not revise your presentation of the statement of changes in stockholders’ equity or provide the disclosures in the corresponding footnotes beginning with your February 27, 2011 Form 10Q. Please advise.

Rufus Decker

Accounting Branch Chief

United States Securities and Exchange Commission

April 5, 2011

Page 2

Response:  In addition to the Company’s current disclosure in the consolidated balance sheets and consolidated statements of income, the Company will further include a reconciliation at the beginning and the end of the period of the carrying amount of total equity, equity attributable to the parent, and equity attributable to the noncontrolling interest in future filings beginning with the Company’s Form 10Q for the period ended February 27, 2011.

2.  Acquisition of Lifecore Biomedical, Inc. page 71

2.

Comment:  We note your response to comment 11 in our letter dated February 24, 2011.  We have the following additional concerns as it relates to Lifecore’s technology and license agreement:

·

You state that there are no aspects of the manufacturing process that are subject to patent protection, as such you intend to remove “proprietary” from your disclosures in future filings.

o

It is unclear why patent protection for the technology is the only consideration for recognition of an identifiable intangible asset. In this regard, ASC 805-20-55-38 notes that unpatented technology is a technology-based intangible asset and is separable.  Please also refer to ASC 805-20-55-12.  Further, we note your disclosure on page 4 that states, “The Company has two proprietary polymer technology platforms: 1)Intelimer® polymers, and 2)Hyaluronan (“HA”) biopolymers.  The Company’s proprietary polymer technologies are the foundation, and a key differentiating advantage, upon which Landec has built its business.” On page 17, you state, “Until the introduction of Lifecore’s medical grade hyaluronan, the only commercial source for medical hyaluronan was through a process of extraction from rooster combs.  Please provide us with a more comprehensive explanation as to how you determined Lifecore’s “proprietary fermentation process in manufacture premium, pharmaceutical-grade hyaluronan, and proprietary aseptic filling capabilities” are not identifiable intangible assets that should be separately recognized as an asset.  As part of your response, please clarify for us with a view toward future disclosure what consideration you gave to Lifecore’s technology when deciding whether or not Lifecore was an appropriate acquisition.

o

Your characterization of Lifecore’s technology in your letter dated March 10, 2011, and your May 30, 2010 Form 10-K differ significantly.  In this regard, we note that you referred to Lifecore’s technology as being proprietary ten different times throughout the Business section of your Form 10-K.  As such, please tell us how you intend to clarify to investors this potential mis-communication of the nature of Lifecore’s technology and its significance to your business.  Considering the frequency in which you characterize Lifecore’s technology as proprietary, we are concerned that simply removing the term “proprietary” will not sufficiently clarify to investors the nature and significance of the acquired Lifecore technology.

Rufus Decker

Accounting Branch Chief

United States Securities and Exchange Commission

April 5, 2011

Page 3

·

You state that in connection with the acquisition, you and Lifecore’s management decided to change the focus of the arrangement with Cleveland Clinic Foundation (CCF) and that it is unlikely any value would come from the license.  These statements appear contradictory to the disclosures you have made on pages 11 and 13 of the May 30, 2010 Form 10K.  The disclosures in the Form 10-K appear to communicate to investors that you intend to derive future revenues from the world-wide exclusive license and development agreement with CCF.  We also note that the development activity associated with the license and agreement is expected to be conducted over several years.  Please provide us with a comprehensive explanation for the potential contradiction between your March 10, 2011 response letter and your May 30, 2010 Form 10-K disclosures.  Please also provide us with more comprehensive explanation as to how you determined identifiable intangible assets should not be recognized for the license and development agreement.

Response:

Manufacturing Process

The Company’s proposal in response to comment 11 in the Staff’s letter dated February 24, 2011 to remove the “proprietary” language from all future filings was an attempt to be responsive to the Staff’s concerns regarding the characterization of Lifecore’s manufacturing processes. The use of the word proprietary was not intended to infer that Lifecore’s manufacturing processes were subject to a patent or that Lifecore’s standard manufacturing processes or technology were deemed to have significant value to a market participant or the Company at the time of acquisition. However, the Company continues to believe that characterizing certain aspects of Lifecore’s business as “proprietary” in future filings is an appropriate descriptor. To further clarify, and assist the Staff in understanding the basis for our decision to utilize the term proprietary, we offer the following information and background about the Lifecore business.

Rufus Decker

Accounting Branch Chief

United States Securities and Exchange Commission

April 5, 2011

Page 4

In the early 1980’s, Lifecore developed the bacterial fermentation process to manufacture premium pharmaceutical-grade hyaluronan, and received patent protection in 1985. At that time, the only other source of medical grade hyaluronan to the best of our knowledge was through a rooster comb extraction process. Beginning in the mid-1990’s, Lifecore developed its capability to aseptically fill syringes with a viscous solution in a bubble-free fashion; an important consideration in the use of ophthalmic products. Lifecore’s fermentation process patent expired in 2002. From the mid-1980’s through the expiration of Lifecore’s patent in 2002, several other companies successfully produced hyaluronan either from a fermentation process not covered under Lifecore’s patent or from rooster comb extraction. Today, in addition to Lifecore, the Company is aware of at least nine other worldwide companies that manufacture and sell hyaluronan offerings from either fermentation or rooster comb extraction for use in ophthalmic and orthopedic applications. Lifecore’s market share in the supply of premium, pharmaceutical-grade hyaluronan is approximately 30%.

As described in further detail on pages 19 through 21 of our fiscal year 2010 Form 10-K filing, hyaluronan (HA) is subject to extensive regulatory specifications required to obtain the necessary Food and Drug Administration (FDA) approvals. HA is utilized as an ingredient in medical devices that require further approval by the FDA. As a result, HA production, whether manufactured by Lifecore or one of its competitors, is subject to stringent regulatory standards and requires not only specialized facilities, such as clean rooms, but also the ability to consistently manufacture product that has been approved within the FDA’s strict product specific standards.

Lifecore’s HA production efforts consist of two key elements; development of customer specific HA and the manufacturing of the customer and/or FDA approved HA for use in customer end product medical devices. The process of formulating HA for each of Lifecore’s customers involves a highly collaborative effort between Lifecore and its customers in which the customer directs the development of the HA to meet their specific technical requirements. The process also includes clinical trials and management of the FDA requirements necessary for the inclusion of Lifecore’s HA in the customer’s medical devices. It is this HA development effort that we consider to be proprietary, because by definition it is unique and the underlying formulations and details of the process and product are not made public. Once the HA is developed for a specific customer, which is the premium, pharmaceutical-grade hyaluronan mentioned in our Form 10-K, the ongoing manufacturing process entails a standard set of processes that are generally consistent with those utilized by all fermentation-based hyaluronan manufacturers.

Rufus Decker

Accounting Branch Chief

United States Securities and Exchange Commission

April 5, 2011

Page 5

As mentioned above, there are relatively few HA manufacturers in the worldwide market. This is driven by two factors: 1) there are relatively few companies that utilize HA for medical purposes, the majority of which use a single supplier due to the related regulatory environment, and 2) there is a high barrier to entry into the HA manufacturing industry. A high barrier to entry exists because changing of HA suppliers is rare. Changing of HA suppliers would require a new FDA approval process, which would involve significant time, cost and regulatory risks associated with re-commencement of collaborative development efforts on the part of the HA buyer.

Over the past several decades, Lifecore has consistently demonstrated an ability to efficiently navigate the regulatory process associated with the development of FDA approved HA and consistently manufactured premium pharmaceutical-grade HA to meet customer specific needs.

The Company acquired Lifecore to expand its business into the medical industry, which is characterized by higher growth opportunities and profitability. While the fact that Landec and Lifecore both make polymers gives rise to the possibility of future synergistic applications, at the time of acquisition there were no apparent applications that combined the two technologies or manufacturing processes. Further, the Company believes that a market participant would ascribe value to Lifecore as further discussed below.

At the time of Lifecore’s acquisition, the Company consulted ASC 805-20 in connection with its purchase accounting for Lifecore, including the separability criteria therein. Paragraph 805-20-25-10 establishes that an intangible asset is identifiable if it meets either the separability criterion or the contractual-legal criterion.

The Company considered whether the manufacturing process was a separately identifiable intangible asset as follows:

·

Lifecore’s manufacturing process does not meet the contractual-legal criterion because it is not subject to patents or patented technology.

·

We did conclude, however, that the manufacturing process was separable as defined and clarified by ASC 805-20-55-5b.

“An acquiree owns a registered trademark and documented but unpatented technical expertise used to manufacture the trademarked product. To transfer ownership of a trademark, the owner is also required to transfer everything else necessary for the new owner to produce a product or service indistinguishable from that produced by the former owner. Because the unpatented technical expertise must be separated from the acquiree or combined entity and sold if the related trademark is sold, it meets the separability criterion.”

Rufus Decker

Accounting Branch Chief

United States Securities and Exchange Commission

April 5, 2011

Page 6

As the process used to manufacture Lifecore’s HA was deemed separable, the Company considered the value of the manufacturing process in allocating the purchase price. The Company concluded that there was nominal value to a market participant associated with the manufacturing process itself based upon the following:

·

Once an HA product has cleared FDA approval, the manufacturing process is subject to standard processes that are not dissimilar to those utilized by all fermentation-based HA manufacturers. The specific processes utilized by an HA producer to develop HA to meet its customer’s specific needs and FDA requirements are not unique beyond the technical requirements of the user and FDA. This is evidenced by the fact that Lifecore has current competitors that are able to develop and manufacture premium pharmaceutical-grade HA to meet the needs of users similar to Lifecore’s customer. As a result, the Company concluded that a market participant would not place significant value on Lifecore’s standard manufacturing processes.

·

The Company concluded that a market participant would attribute the value of Lifecore to its long-term customer relationships (and the related high “switching costs”), its pre-eminent name recognition in the industry and its well-trained and experienced workforce, which gives Lifecore the ability to efficiently and consistently navigate the regulatory requirements associated with developing HA to meet its customers’ needs and related high regulatory standards.

The Company concluded that there was value in Lifecore’s customer relationships and recognized a separate intangible assets for those relationships in purchase accounting. The basis of the value of Lifecore’s customer relationships was associated with: 1) Lifecore’s ability to develop customer specific HA products, in collaboration and at the direction of its customers, as described above, and 2) Lifecore’s ability to maintain consistently high standards in the manufacturing of hyaluronan which had fostered long-term customer relationships, some of which have extended more than 25 years. Lifecore’s ability to consistently produce premium pharmaceutical-grade hyaluronan to meet each customer’s specific needs, and the relatively rare loss of a customer as described above, were contemplated in estimating the value of Lifecore’s customer base at the time of acquisition.

At the acquisition date, Lifecore had a well established customer base for which customer specific and FDA approved HA products had already been developed. Today, Lifecore’s customer base remains consistent with the customer base at acquisition. Lifecore continues to conduct development efforts with each of its customers under which technical modifications are made to existing products or processes to meet changing customer specific needs. Such work can also lead to new products or processes that are utilized by the specific customer for which the technical modifications were being conducted.

Rufu

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE
Mail Stop 4631

March 15, 2011

via U.S. mail and facsimile

Gregory S. Skinner, CFO Landec Corporation 3603 Haven Avenue Menlo Park, California  94025
 RE: Landec Corporation
  Form 10-K for the Fiscal  Year Ended May 30, 2010
  Filed August 13, 2010
Forms 10-Q for the Fiscal Quarte rs Ended August 29, 2010 and
November 28, 2010
Form 8-K Filed Fe bruary 18, 2011
  File No. 0-27446

Dear Mr. Skinner:
We have reviewed your response lett er dated March 10, 2011, and have the
following additional comments.  In some of our comments, we may ask you to provide us with information so we may be tter understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.   Form 10-K for the Fiscal Year Ended May 30, 2010

 Consolidated Statements of Changes in Stockholders’ Equity, page 56

 1. We note your response to comment 9 in our letter dated February 24, 2011, in which
you state that you will provide the disclosures required by ASC 810-10-50-1A beginning with your May 29, 2011 Form 10-K.  Based on the guidance in ASC 810-10-65-1, it is unclear why you would not revise  your presentation of  the statement of
changes in stockholders’ equity or provi de the disclosures in the corresponding
footnotes beginning with your February 27, 2011 Form 10-Q.  Please advise.

Mr. Skinner
Landec Corporation March 15, 2011 Page 2    2.  Acquisition of Lifecore Biomedical, Inc., page 71

 2. We note your response to comment 11 in our  letter dated February 24, 2011.  We
have the following additional concerns as  it relates to Lifeco re’s technology and
license agreement:
 You state that there are no aspects of the manufacturing process that are subject to
patent protection, as such you intend to remove “proprietary” from your
disclosures in future filings.
o It is unclear why patent protection for the technology is the only consideration
for recognition of an identifiable intangibl e asset.  In this regard, ASC 805-20-
55-38 notes that unpatented technology is  a technology-based intangible asset
and is separable.  Please also refer to ASC 805-20-55-12.  Further, we note
your disclosure on page 4 that states , “The Company has two proprietary
polymer technology platforms:  1) Inte limer® polymers, and 2) Hyaluronan
(“HA”) biopolymers.  The Company’s proprietary polymer technologies are
the foundation, and a key differentiating advantage, upon which Landec has built its business.”  On page 17 you state,  “Until the introduction of Lifecore’s
medical grade hyaluronan, the onl y commercial source for medical
hyaluronan was through a process of extraction from rooster combs.”  Please provide us with a more comprehensive explanation as to how you determined Lifecore’s “proprietary fermentati on process to manufacture premium,
pharmaceutical-grade hyaluronan, and propr ietary aseptic filling capabilities”
are not identifiable intangib le assets that should be se parately recognized as an
asset.  As part of your response, plea se clarify for us with a view toward
future disclosure what consideration you gave to Lifecore’s technology when
deciding whether or not Lifecore  was an appropriate acquisition.

o Your characterization of Lifecore’s technology in your le tter dated March 10,
2011, and your May 30, 2010 Form 10-K diffe r significantly.  In this regard,
we note that you referred to Lifecore’s  technology as bei ng proprietary ten
different times throughout the Business se ction of your Form 10-K.  As such,
please tell us how you intend to clar ify to investors this potential mis-
communication of the nature of Lifeco re’s technology and its significance to
your business.  Considering the frequency in which you characterize Lifecore’s technology as proprietary, we  are concerned that simply removing
the term “proprietary” will not sufficiently clarify to investors the nature and significance of the acquire d Lifecore technology.

 You state that in connection with the acquisition, you and Lifecore’s management
decided to change the focus of the arra ngement with Cleveland Clinic Foundation

Mr. Skinner
Landec Corporation March 15, 2011 Page 3
(CCF), and that it is unlikely any va lue would come from the license.  These
statements appear contradictory to the disclosures you have made on pages 11 and
13 of the May 30, 2010 Form 10-K.  The disclosures in the Form 10-K appear to communicate to investors th at you intend to derive future revenues from the
world-wide exclusive license and devel opment agreement with CCF.  We also
note that the development activity associated with the license and agreement is expected to be conducted over several years.  Please provide us with a
comprehensive explanation for the poten tial contradiction between your March
10, 2011 response letter and your May 30, 2010 Form 10-K disclosures.  Please
also provide us with a more comprehensive explanation as to how you determined identifiable intangible assets should not be recognized for the license and
development agreement.
 12.  Commitments and Contingencies, page 82

 3. We note your response to comment 12 in our letter dated February 24, 2011.  Please
revise your disclosure to include your assessment of th e various legal actions’ impact
to your cash flows in addition to your financ ial position and results of operations.  To
the extent that it is probable or reasonab ly possible that your loss contingencies could
have a material impact to your cash flows,  please provide the disclosures required by
ASC 450-20-50 for those loss contingencies in future filings.

You may contact Tracey Hous er, Staff Accountant, at  (202) 551-3736, or in her
absence, Jeanne Baker, Assistant Chie f Accountant, at (202) 551-3691, if you have
questions regarding comments on the financia l statements and related matters.

Sincerely,

Rufus Decker Accounting Branch Chief

CORRESP
1
filename1.htm

    Unassociated Document

VIA EDGAR

March 10, 2011

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Re:

Correspondence from you dated February 24, 2011 concerning Landec Corporation

Form 10-K for the Fiscal Year Ended May 30, 2010

Filed August 13, 2010

Forms 10-Q for the Fiscal Quarters Ended August 29, 2010 and November 28, 2010 Form 8-K Filed February 18, 2011

File No. 0-27446

Ladies and Gentlemen:

On behalf of Landec Corporation (“Landec” or the “Company”) this letter is being transmitted in response to comments received from the staff (the “Staff”) of the  Securities and Exchange Commission (the “Commission”) by letter dated February 24, 2011 with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended May 30, 2010 filed on August 13, 2010, the Company’s Quarterly Reports on Form 10-Q for the Fiscal Quarters ended August 29, 2010 and November 28, 2010 and the Company’s Current Report on Form 8-K filed on February 18, 2011.  The numbering of the paragraphs below corresponds to the numbering of the comments which we have incorporated into this response letter.

Form 10-K for the Fiscal Year Ended May 30, 2010

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 32

Critical Accounting Polices and Use of Estimates, page 33

Goodwill and Other Intangibles, page 34

General

1.

Comment:  We note that goodwill is approximately 20% of total assets and 31% of total equity as of May 30, 2010. Given the significance, please address the following in future filings:

Rufus Decker

Accounting Branch Chief

United States Securities and Exchange Commission

March 10, 2011

Page 2

o

Provide a discussion about the projections you have made in preparing estimated fair values using the discounted cash flow as compared with your actual results.

o

To the extent that any of your reporting units have estimated fair values that are not substantially in excess of the carrying values and to the extent that goodwill for these reporting units, in the aggregate or individually, could materially impact your operating results or total equity, please provide the following disclosures for each of these reporting units:

o

The percentage by which fair value exceeds the carrying value as of the most recent step one test.

o

The amount of goodwill.

o

A discussion of the uncertainty associated with key assumptions. For example, to the extent that you have included assumptions in your discounted cash flow model that materially deviates from your historical results, please include a discussion of these assumptions.

o

A discussion of any potential events and/or circumstances that could have a negative effect to the estimated fair value.

If you have determined that the estimated fair value substantially exceeds the carrying value for all of your reporting units, please disclose this determination.

Please refer to Item 303 of Regulation S-K and Sections 216 and 501.14 of the Financial Reporting Codification for guidance.

Response:   Beginning with our Form 10-K for the fiscal year ended May 29, 2011, the Company will provide a discussion of the projections used to estimate fair values using discounted cash flows and how those projections compare to historical actual results, as well as key assumptions embedded in those projections. If the estimated fair values substantially exceed the carrying values the Company will disclose this fact.  If the estimated fair values do not substantially exceed the carrying values the Company will provide the disclosures requested for each reporting unit.

Results of Operations, page 39

2.

Comment:  We note that you attributed the increase in Apio’s value-added revenues to the increase in unit sales volumes. In future filings, please provide investors with an understanding as to why volumes increased. To the extent that the increase in volumes is attributed, in total or in part, to the introduction of new products, please state as such and quantify the impact the new product offerings had to revenues. In this regards, we note your disclosure on page 10 that Apio had ten new product offerings in the last 12-months. Please refer to Item 303(A)(3)(iii) and section 501.12 of the Financial Reporting Codification for guidance.

Rufus Decker

Accounting Branch Chief

United States Securities and Exchange Commission

March 10, 2011

Page 3

Response:  In future filings, the Company will segregate and quantify the impact of any increase or decrease in revenues attributable to new products, existing products and new customers.

3.

Comment: In future filings, please provide a discussion and analysis of the material components of your effective tax rate for each period presented. For example, we note that your fiscal year 2010 effective tax rate increased to 50% as compared to 42% for fiscal year 2009 without any explanation as to why. Based on the reconciliation provided within Note 11, there appears to be a few factors impacting both fiscal years’ effective tax rates that should be expanded on to explain the increase.

Response:  In future filings, the MD&A and the footnotes to the Company’s financial statements will include a discussion and analysis of the material components of the Company’s effective tax rate for each period presented.

Liquidity and Capital Resources, page 46

4.

Comment:  We note that inventories are 18% of total current assets as of May 30, 2010. We further note that you attribute the increase in inventories, in part, to an increase in Apio’s inventory levels. In future filings, please ensure that you provide investors with an understanding of the material causes for the increase in Apio’s inventory levels, as applicable.

Response:  The Company advises the Staff that Apio is a fresh vegetable packing company with two different types of inventory: (i) packaging, such as films, trays and cardboard boxes, and (ii) perishable items, such as fresh vegetables and dip, which represented approximately 56% and 44%, respectively, of Apio’s inventory at May 30, 2010. Packaging inventory has typically remained relatively flat throughout the year; however, the perishable inventory can fluctuate significantly from quarter to quarter. Increases or decreases in the perishable inventory at Apio are typically the result of its export business taking title to the inventory while in shipment. As a result, if there is a significant variance in volume of export product in transit at
the end of a reporting period, or if there is a significant fluctuation in per unit prices of product purchased to fulfill export needs as compared to the prior period, Apio’s inventory levels will reflect those changes. At May 30, 2010, the increase in inventories at Apio was primarily due to higher per unit costs on exported products due to supply shortages.  In future filings, the Company will disclose the causes for material increases or decreases in Apio’s inventory levels.

Rufus Decker

Accounting Branch Chief

United States Securities and Exchange Commission

March 10, 2011

Page 4

5.

Comment:  We note that you amended your Credit Agreement with Wells Fargo on August 9, 2010 to amend certain financial covenants and that you further amended the Credit Agreement as it relates to your financial covenants on September 14, 2010. In future filings, please explain to investors why you needed to obtain amendments to your Credit Agreement as it relates to the financial covenants. Please also disclose all of the financial covenants required to be met to the extent that you have determined it is reasonably likely you will not meet these financial covenants. This disclosure should include the minimum/maximum ratios and amounts permitted under the financial covenants in addition to the actual ratios and amounts achieved for the current reporting period. This disclosure will allow investors to easily
understand your current status in meeting your financial covenants. Please refer to sections 501.13.b.2 and 501.13.c of the Financial Reporting Codification for guidance.

Response:  The Company advises the Staff that the August 9, 2010 amendment to the financial covenants in the Company’s Credit Agreement with Wells Fargo was necessary to amend the definition of “Net Income” to exclude increased non-recurring expenses incurred in connection with the acquisition of Lifecore and to exclude expenses related to the impact of adjustments from the purchase accounting (e.g. inventory step-up, discount on the earn out, etc.) as they relate to the minimum net income covenant. The aforementioned adjustments were made to the initial forecast that the Company had previously provided Wells Fargo which was the basis for the covenants in the Credit Agreement and which were necessary for compliance as of May 30,
2010.

The September 14, 2010 amendment to the financial covenants in the Company’s Credit Agreement with Wells Fargo was to simplify the covenant definitions. The modifications included an amendment to the definition of “Net Income” to include only the current fiscal year to date results as compared to the previous trailing four quarter basis, so as to exclude results prior to the acquisition. In addition, the minimum net income requirement for the first quarter ended August 29, 2010 was changed to $1.00 from $500,000. This amendment was not necessary for compliance as of August 29, 2010.

Rufus Decker

Accounting Branch Chief

United States Securities and Exchange Commission

March 10, 2011

Page 5

The Company has met and expects to continue to meet its financial covenants under the Credit Agreement with Wells Fargo. In future filings, if the Company enters into new amendments, the Company will disclose the nature of the amendments and their impact on the Company’s compliance with any financial covenants. Additionally, to the extent the Company concludes that it is reasonably likely that the Company will not meet a financial covenant, the Company will disclose the minimum/maximum ratio for each of the covenants along with the actual ratios and amounts achieved for the quarter and/or year-to-date period then ended, as applicable.

6.

Comment: In future filings, please include interest payments in your contractual obligations table. This disclosure will increase transparency of your cash flows. To the extent that the interest rates are variable and unknown, please use your judgment to determine the amount to include in your table for estimates of future variable rate interest payments. Please also provide the disclosures with respect to your assumptions for the variable interest payments. If you are in a position of paying cash rather than receiving cash for your interest rate swaps, please disclose estimates of the amounts you will be obligated to pay.

Response:  In future filings, the Company will include future interest payments in the contractual obligations table based upon the fixed and variable interest payment requirements.  The Company will also disclose in future filings the estimated amount, if any, it will be obligated to pay under its interest rate swap.

Item 9A. Controls and Procedures, page 49

7.

Comment:  We note your disclosure “[e]xcept as described above, there were no changes in [y]our internal control over financial reporting during the quarter ended May 30, 2010 that have materially affected, or are reasonably likely to materially affect, [y]our internal control over financial reporting.” In future filings, please revise to state clearly, if correct, that there were changes in your internal control over financial reporting that occurred during this quarter that have materially affected, or are reasonably likely to materially affect, your internal control over financial reporting. Please also clearly state the changes that were made.

Response: The Company advises the Staff that its disclosure of “[e]xcept as described above” was in reference to the acquisition of Lifecore Biomedical, Inc. on April 30, 2010, which was excluded from the Company’s evaluation of internal control over financial reporting, but which is reasonably likely to materially affect the Company’s internal control over financial reporting due to its relative size in comparison to the Company’s consolidated financial results. There were no other changes that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. In future filings, including our Quarterly Report on Form 10-Q for the fiscal quarter ended February
27, 2011, we will provide further disclosure of the impact that the acquisition of Lifecore Biomedical, Inc. has had on the Company’s internal control over financial reporting.

Rufus Decker

Accounting Branch Chief

United States Securities and Exchange Commission

March 10, 2011

Page 6

Consolidated Statements of Income, page 55

8.

Comment:  We note that you have included acquisition-related costs within other expenses below operating income. Please provide us with a detailed explanation as to how you determined that these costs meet the definition of non-operating expenses. Otherwise, please reclassify this amount to be part of operating income in future filings. Please refer to ASC 805-10-55-41 and Rule 5-03.9 of Regulation S-X (ASC 225-10-S99-2) for guidance.

Response:  The Company will reclassify acquisition-related costs to operating expenses in the Company’s Form 10-K for the fiscal year ending May 29, 2011.

Consolidated Statements of Changes in Stockholders’ Equity, page 56

9.

Comment:  In all future period reports, please separately present a reconciliation of total equity attributable to the parent and total equity attributable to noncontrolling interests. Please refer to ASC 810-10-50-1A for guidance.

Response:  In future filings, beginning with the Company’s Form 10-K for the fiscal year ending May 29, 2011, the Company will separately present a reconciliation of total equity attributable to the parent and total equity attributable to noncontrolling interests.

Consolidated Statements of Cash Flows, page 57

10.

Comment:  In future filings, please revise your presentation of operating activities using the indirect method to arrive at cash flows from operating activities to begin with net income instead of net income applicable to Common Stockholders. Please refer to ASC 230-10-45-28 (paragraph 28 of SFAS 95) for guidance. In this regard, please note that the definition of net income has been revised. Please refer to ASC 810-10-45-19 and 45-20 (paragraphs 29-30 of Appendix A to SFAS 160) for additional guidance.

Rufus Decker

Accounting Branch Chief

United States Securities and Exchange Commission

March 10, 2011

Page 7

Response:  In future filings, cash flows from operating activities will begin with net income as required.

2. Acquisition of Lifecore Biomedical, Inc., page 71

11.

Comment:  We note that you acquired Lifecore Biomedical, Inc. (Lifecore) on April 30, 2010 and that you have recognized two intangible assets separately from goodwill – trade names valued at $4.2 million and customer base valued at $3.7 million. We further note your discussion within Item 1 of the Form 10-K that Lifecore has a proprietary fermentation process to manufacture premium, pharmaceutical-grade hyaluronan and a proprietary aseptic formulation and filling capability. Also, Lifecore has a world-wide exclusive license and development agreement to develop and commercialize hyaluronan-based products and related products, and that you anticipate sublicensing the technology for certain applications. Finally, we note that Lifecore had recognized patents and license intangible assets on its balance
sheet prior to the acquisition. In light of these facts, please provide us with a detailed explanation of your consideration for recognizing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE
Mail Stop 4631

February 24, 2011

via U.S. mail and facsimile

Gregory S. Skinner, CFO Landec Corporation 3603 Haven Avenue Menlo Park, California  94025
 RE: Landec Corporation
  Form 10-K for the Fiscal  Year Ended May 30, 2010
  Filed August 13, 2010
Forms 10-Q for the Fiscal Quarte rs Ended August 29, 2010 and
November 28, 2010
Form 8-K Filed Fe bruary 18, 2011
  File No. 0-27446

Dear Mr. Skinner:
We have limited our review to only y our financial statements and related
disclosures and do not intend to expand our revi ew to other portions of your documents.
In some of our comments, we may ask you to  provide us with information so we may
better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.

Mr. Skinner
Landec Corporation February 24, 2011 Page 2   Form 10-K for the Fiscal Year Ended May 30, 2010

 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 32
 Critical Accounting Policies and Use of Estimates, page 33

Goodwill and Other Intangibles, page 34
 1. We note that goodwill is approximately 20% of total assets and 31% of total equity as
of May 30, 2010.  Given the significance, please address the following in future
filings:

• Provide a discussion about the projections  you have made in preparing estimated
fair values using the discounted cash flow  as compared with your actual results.

• To the extent that any of your reporting un its have estimated fair values that are
not substantially in excess of the carryi ng values and to the extent that goodwill
for these reporting units, in the aggregate or individually, could materially impact
your operating results or total equity, pl ease provide the following disclosures for
each of these reporting units:
o The percentage by which fair value exceed s the carrying value as of the most
recent step one test.
o The amount of goodwill.
o A discussion of the uncertainty associ ated with the key assumptions.  For
example, to the extent that you have included assumptions in your discounted
cash flow model that materially deviates from your historical  results, please
include a discussion of these assumptions.
o A discussion of any potential events a nd/or circumstances that could have a
negative effect to the estimated fair value.
If you have determined that the estimated fair value substantially exceeds the carrying value for all of your  reporting units, please disc lose this determination.
 Please refer to Item 303 of Regulatio n S-K and Sections 216 and 501.14 of the
Financial Reporting Codification for guidance.
 Results of Operations, page 39

 2. We note that you attributed the increase in Apio’s value-added revenues to the
increase in unit sales volumes.  In future filings, please provide investors with an understanding as to why volumes increased.  To the extent that the increase in
volumes is attributed, in total or in pa rt, to the introduction of new products, please
state as such and quantify the impact the ne w product offerings had to revenues.  In
this regard, we note your disclosure on page 10 that Apio had ten new product

Mr. Skinner
Landec Corporation February 24, 2011 Page 3
offerings in the last 12-months.  Please refer to Item 303(A)(3 )(iii) and section 501.12
of the Financial Reporting Codification for guidance.
 3. In future filings, please provide a discussi on and analysis of the material components
of your effective tax rate for each period pr esented.  For example, we note that your
fiscal year 2010 effective ta x rate increased to 50% as compared to 42% for fiscal
year 2009 without any explanation as to why.  Based on the r econciliation provided
within Note 11, there appears to be a fe w factors impacting both fiscal years’
effective tax rates that should be expanded on to expl ain the increase.
 Liquidity and Capital Resources, page 46

 4. We note that inventories are 18% of tota l current assets as of May 30, 2010.  We
further note that you attribute the increase in inventories, in part, to an increase in
Apio’s inventory levels.  In future filings , please ensure that you provide investors
with an understanding of the material cause s for the increase in Apio’s inventory
levels, as applicable.
 5. We note that you amended your Credit Agreement with Wells Fargo on August 9,
2010 to amend certain financial covenants and that you further amended the Credit
Agreement as it relates to your financial covenants on September 14, 2010.  In future
filings, please explain to investors why you needed to obtain amendments to your
Credit Agreement as it relates to the financial covenants.  Please also disclose all of
the financial covenants required to be met to the extent that you have determined it is
reasonably likely you will not meet these fina ncial covenants.  This disclosure should
include the minimum/maximum ratios and amounts permitted under the financial covenants in addition to the actual rati os and amounts achieved for the current
reporting period.  This disclosure will allow investors to easily understand your
current status in meeting your financial covenants.  Please refer to Sections
501.13.b.2 and 501.13.c. of the Financial Repo rting Codification for guidance.
 6. In future filings, please include interest payments in your contractual obligations
table.  This disclosure will increase transp arency of your cash flows.  To the extent
that the interest rates are variable and unknown, pleas e use your judgment to
determine the amount to include in your tabl e for estimates of future variable rate
interest payments.  Please also provide  the disclosures with respect to your
assumptions for the variable interest paymen ts.  If you are in a position of paying cash
rather than receiving cash for your interest ra te swaps, please disclose estimates of the
amounts you will be obligated to pay.

Mr. Skinner
Landec Corporation February 24, 2011 Page 4   Item 9A.  Controls a nd Procedures, page 49

 7. We note your disclosure “[e]xcept as de scribed above, there were no changes in
[y]our internal control over financial reporting during the quarter ended May 30, 2010
that have materially affected, or are reas onably likely to materially affect, [y]our
internal control over financial reporting.”  In future filings, please revise to state
clearly, if correct, that ther e were changes in your intern al control over financial
reporting that occurred during this quarter that have materially affected, or are
reasonably likely to materially affect, your internal control over financial reporting.
Please also clearly state th e changes that were made.
 Consolidated Statements of Income, page 55

 8. We note that you have included acquisition-related costs within other expenses below
operating income.  Please provide us with  a detailed explanation as to how you
determined that these costs meet th e definition of non-operating expenses.
Otherwise, please reclassify this amount to be part of operating income in future
filings.  Please refer to ASC 805-10-55-41 and Rule 5-03.9 of Regulation S-X (ASC
225-10-S99-2) for guidance.

Consolidated Statements of Changes in Stockholders’ Equity, page 56

 9. In all future periodic reports, please separa tely present a reconciliation of total equity
attributable to the parent and total equity attributable to noncont rolling interests.
Please refer to ASC 810-10-50-1A for guidance.
 Consolidated Statements of Cash Flows, page 57

 10. In future filings, please revise your pres entation of operating activities using the
indirect method to arrive at cash flows fr om operating activities to begin with net
income instead of net income applicable to Common Stockholders.  Please refer to
ASC 230-10-45-28 (paragraph 28 of SFAS 95) fo r guidance.  In this regard, please
note that the definition of net income has been revised.  Please refer to ASC 810-10-
45-19 and 45-20 (paragraphs 29-30 of Appendix A to SFAS 160) for additional guidance.
 2.  Acquisition of Lifecore Biomedical, Inc., page 71

 11. We note that you acquired Lifecore Biomed ical, Inc. (Lifecore) on April 30, 2010 and
that you have recognized two intangible assets separately from goodwill – trade names valued at $4.2 million and customer base valued at $3.7 million.  We further note your discussion within Item 1 of the Fo rm 10-K that Lifeco re has a proprietary
fermentation process to manufacture prem ium, pharmaceutical-grade hyaluronan and

Mr. Skinner
Landec Corporation February 24, 2011 Page 5
a proprietary aseptic formulation and filling capability.  Also, Lifecore has a world-
wide exclusive license and development agreement to develop and commercialize
hyaluronan-based products and related products , and that you antic ipate sublicensing
the technology for certain app lications.  Finally, we note th at Lifecore had recognized
patents and license intangible assets on its balance sheet prior to the acquisition.  In
light of these facts, please provide us  with a detailed explanation of your
consideration for recognizi ng intangible assets for Li fecore’s technology, license
agreement, and in-process research and de velopment costs.  Please refer to ASC 805-
20-25-10, 805-20-35-5, 805-20-55-1 – 55- 13, and 805-20-55-31 – 55-51 for
guidance.
 12.  Commitments and Contingencies, page 82

 12. We note that you have not included any disc losures regarding lo ss contingencies in
accordance with ASC 450-20-50.  Please conf irm to us that you have no material
probable and/or reasonably po ssible loss contingencies that  require recognition and/or
disclosure for fiscal year 2010 a nd the subsequent interim periods.
 Form 10-Q for the Fiscal Quarter Ended November 28, 2010

2.  Acquisition of Lifecore Biomedical, Inc., page 8
 13. In future filings, please clearly  state, if correct, that th e initial measurement of the
assets acquired and liabilities assumed as part of the acquisition of Lifecore is
complete and whether any adjustments were  necessary from the provisional amounts
recognized as of May 30, 2010 and August 29, 2010.
 Exhibits 31.1 and 31.2

 14. In future filings, please refrain from repl acing the word “repor t” with “quarterly
report” in paragraphs 2, 3, and 4(a) of the Section 302 certifications.  Please refer to
Item 601(b)(31)(i) of Regulation S-K for guidance.

Form 8-K Filed February 18, 2011

 15. We note that you have entered into an ag reement with Windset Holdings 2010 Ltd.
(Windset) such that you are acquiring a 20.1% equity interest in Windset, a company that you have an existing exclusive li cense agreement for your Breathe Way
packaging technology.  We further note that th e agreement includes a put/call feature.
Please provide us with a comprehensive e xplanation as to how you intend to account
for this transaction in your consolidated fi nancial statements based on the terms of the
agreement and your involvement with Winds et.  Your explana tion should include
specific references to the FASB Codi fication that supports your accounting.

Mr. Skinner
Landec Corporation February 24, 2011 Page 6
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 the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

 In responding to our comments, please provide a written statement from the
company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

You may contact Tracey Hous er, Staff Accountant, at  (202) 551-3736, or in her
absence, Jeanne Baker, Assistant Chie f Accountant, at (202) 551-3691, if you have
questions regarding comments on the financia l statements and related matters.

Sincerely,

Rufus Decker Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             April 21, 2009
 Gregory S. Skinner Chief Financial Officer Landec Corporation 3603 Haven Avenue Menlo Park, California 94025
 RE: Landec Corporation
Form 10-K for Fiscal Ye ar Ended May 25, 2008
Forms 10-Q for Fiscal Quarters Ende d August 31, 2008,  November 30,
2008 and March 1, 2009 File No. 0-27446

Dear Mr. Skinner:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regardi ng our review of legal or disclosure
matters in your filings, pleas e direct them to Dietrich King, Attorney, at (202) 551-3338
or, in his absence, Brigitte Lippmann, Attorn ey, at (202) 551-3713.  Please contact Ernest
Greene, Staff Accountant, at (202) 551-3733 or, in his absence, Jeanne Baker, Assistant
Chief Accountant, at (202) 551-3691 if you have  questions regarding our review of the
financial statements and related matters.            Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
1
filename1.htm

    Unassociated Document

                  March 27, 2009

                  Geoffrey
      P. Leonard

                  415-315-6364

                  415-315-4833 fax

                  geoffrey.leonard@ropesgray.com

    VIA
EDGAR

              Mr. Rufus Decker

              Accounting
      Branch Chief

              Division
      of Corporation Finance

              United
      States Securities and Exchange Commission

              100
      F Street, N.E.

              Washington,
      D.C.  20549

              Re:

              Landec
      Corporation

    Form 10-K for the fiscal year ended May
25, 2008

    Forms 10-Q for Fiscal Quarters Ended
August 31, 2008 and November 30, 2008

    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 27, 2009 relating to Landec’s Form 10-K for
the fiscal year ended May 25, 2008 and Forms 10-Q for the fiscal quarters ended
August 31, 2008 and November 30, 2008.  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 25, 2008

    General

              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, including your interim
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, including its interim filings.

          Mr. Rufus
Decker

          March 27,
2009

          Page
2

    Item 1A.  Risk
Factors, page 15

              2.

              Comment:  In
      filings containing risk factor disclosure, please refrain from using
      qualifying or limiting statements in the introductory paragraph, such as
      references to other factors described elsewhere in this report or other
      risks that you do not currently deem material or of which you are
      currently unaware.  In view of the requirements of Item 503(c)
      of Regulation S-K, such qualifications and limitations are
      inappropriate.  Your risk factor disclosure should address all
      of the material risks that you face.  If you do not deem risks
      material, you should not make reference to
them.

    Response:  In future
filings containing risk factor disclosure, the Company will delete qualifying or
limiting statements in the introductory paragraph which refer to “other factors
including, without limitation, those described elsewhere in this report” such
that the introductory paragraph to the risk factors will read as
follows:

    “Landec
desires to take advantage of the “Safe Harbor” provisions of the Private
Securities Litigation Reform Act of 1995 and of Section 21E and Rule 3b-6 under
the Securities Exchange Act of 1934.  Specifically, Landec wishes to
alert readers that the following important factors could, in the future affect,
and in the past have affected, Landec’s actual results and could cause Landec’s
results for future periods to differ materially from those expressed in any
forward-looking statements made by or on behalf of Landec.  Landec
assumes no obligation to update such forward-looking statements.”

    Item
7.  Management’s Discussions and Analysis of Financial Condition and
Results of Operations, page 25

    Critical Accounting Policies
– Goodwill and Other Intangible Assets, page 27

              3.

              Comment:  In
      the interest of providing readers with a better insight into management’s
      judgments in accounting for goodwill and intangible assets, please
      disclose the following in future filings.  In this regard, we
      note your expanded disclosures in Note 6 of your Form 10-Q for the quarter
      ended November 30, 2008 and request that you provide those disclosures as
      well as the following additional
disclosures.

              ·

              The
      reporting unit level at which you test goodwill for impairment and your
      basis for that determination;

              ·

              You
      disclose in your Form 10-Q that you consider the results of both of the
      approaches set forth in SFAS 142 to estimate the fair value of each
      relevant reporting unit.  Please expand your disclosures to
      include sufficient information to enable a reader to understand the
      assumed benefits of each approach;

          Mr. Rufus
Decker

          March 27,
2009

          Page
3

              ·

              How
      you weight each of the techniques used including the basis for that
      weighting;

              ·

              A
      qualitative and quantitative description of the material assumptions used
      and a sensitivity analysis of those assumptions based upon reasonably
      likely changes; and

    If
applicable, how the assumptions and methodologies used for valuing goodwill in
the current year have changed since the prior year highlighting the impact of
any changes.

    Response: To clarify its
accounting policy with regard to goodwill and other intangible assets with
indefinite lives, the Company will modify its critical accounting policy
disclosure for future filings, beginning with its filing of the Form 10-Q for
the third fiscal quarter ended March 1, 2009, to read as set forth
below:

    “The
Company’s intangible assets are comprised primarily of goodwill and other
intangible assets with indefinite lives (collectively, “intangible assets”),
which the Company recognized in accordance with the guidelines in SFAS
No. 141, “Business
Combinations” (“SFAS 141”) (i) upon the acquisition, in December 1999, of
all the assets of Apio, Inc. (“Apio”), which consists of the Food Products
Technology and Commodity Trading reporting units and (ii) from the repurchase of
all minority interests in the common stock of Landec Ag, Inc. (“Landec Ag”), a
subsidiary of the Company, in December 2006. SFAS 141 defines goodwill as “the
excess of the cost of an acquired entity over the net of the estimated fair
values of the assets acquired and the liabilities assumed at date of
acquisition.” All intangible assets, including goodwill, associated with the
Apio acquisition were allocated to the Food Products Technology reporting unit
pursuant to SFAS 141 based upon the allocation of assets and liabilities
acquired and consideration paid for the Food Products Technology reporting
unit.  The consideration paid for the Commodity Trading reporting unit
approximated its fair market value at the time of acquisition, and therefore no
intangible assets were recorded in connection with the Company’s acquisition of
this reporting unit.  Goodwill associated with the Technology
Licensing reporting unit consists entirely of goodwill resulting from the
repurchase of the Landec Ag minority interests.

    The
Company tests its intangible assets for impairment at least annually, in
accordance with the provisions of SFAS No. 142, Goodwill and Other Intangible
Assets (“SFAS 142”).  When evaluating indefinite-lived
intangible assets for impairment, SFAS 142 requires the Company to compare the
fair value of the asset to its carrying value to determine if there is an
impairment loss. SFAS 142 requires the Company to evaluate goodwill for
impairment by first comparing the fair value of the reporting unit to its
carrying value to determine if there is an impairment loss.  If the
fair value of the reporting unit exceeds its carrying value, goodwill is not
considered impaired; thus application of the second step of the two-step
approach in SFAS 142 is not required.  Application of the intangible
assets impairment tests requires significant judgment by management, including
identification of reporting units, assignment of assets and liabilities to
reporting units, assignment of intangible assets to reporting units, and the
determination of the fair value of each indefinite-lived intangible asset and
reporting unit based upon projections of future net cash flows, discount rates
and market multiples, which judgments and projections are inherently
uncertain.

          Mr. Rufus
Decker

          March 27,
2009

          Page
4

    The
Company tested its intangible assets for impairment as of July 20, 2008 and
determined that no adjustments to the carrying values of the intangible assets
were necessary as of that date.  On a quarterly basis, the Company
considers the need to update its most recent annual tests for possible
impairment of its intangible assets, based on management’s assessment of changes
in its business and other economic factors since the most recent annual
evaluation.  Such changes, if significant or material, could indicate
a need to update the most recent annual tests for impairment of the intangible
assets during the current period.  The results of these tests could
lead to write-downs of the carrying values of the intangible assets in the
current period.

    The
Company uses the discounted cash flow (“DCF”) approach to develop an estimate of
fair value.  The DCF approach recognizes that current value is
premised on the expected receipt of future economic
benefits.  Indications of value are developed by discounting projected
future net cash flows to their present value at a rate that reflects both the
current return requirements of the market and the risks inherent in the specific
investment.  The market approach was not used to value the Food
Products Technology and Technology Licensing reporting units (the “Reporting
Units”) because insufficient market comparables exist to enable the Company to
develop a reasonable fair value of its intangible assets due to the unique
nature of each of the Company’s Reporting Units.

    The DCF
approach requires the Company to exercise judgment in determining future
business and financial forecasts and the related estimates of future net cash
flows. Future net cash flows depend primarily on future product sales, which are
inherently difficult to predict. These net cash flows are discounted at a rate
that reflects both the current return requirements of the market and the risks
inherent in the specific investment.

    The DCF
associated with the Technology Licensing reporting unit is based on the
Company’s current license agreement with Monsanto (the “License
Agreement”).  Under the License Agreement, Landec Ag receives a
license fee of $2.6 million in cash per year for five years beginning in
December 2006, and a fee payable to Landec of $4.0 million if Monsanto elects to
terminate the License Agreement, or $8.0 million if Monsanto elects to purchase
all of the outstanding stock of Landec Ag.  If the purchase option is
exercised before the fifth anniversary of the License Agreement, or if Monsanto
elects to terminate the License Agreement, all annual license fees that have not
been paid to Landec Ag will become due upon the purchase or
termination.  As of May 25, 2008, the fair value of the Technology
Licensing reporting unit, as determined by the DCF approach, is more than double
its book value, and therefore, no intangible asset impairment was deemed to
exist.  The discount rate utilized of 4.5% approximates the risk free
interest rate as the cash flow stream is guaranteed under the terms of the
License Agreement.  A 1% increase in the discount rate would result in
approximately a 2% decline in the fair value of the reporting unit.

          Mr. Rufus
Decker

          March 27,
2009

          Page
5

    The DCF
associated with the Food Products Technology reporting unit is based on
management’s five-year projection of revenues, gross profits and operating
profits by fiscal year and assumes a 40% effective tax rate for each
year.  Management takes into account the historical trends of Apio and
the industry categories in which Apio operates along with inflationary factors,
current economic conditions, new product introductions, cost of sales, operating
expenses, capital requirements and other relevant data when developing its
projection.  As of May 25, 2008, the fair value of the Food Products
Technology reporting unit, as determined by the DCF approach, was more than
triple its carrying value, and therefore, no intangible asset impairment was
deemed to exist. A 1% increase in the discount rate would result in
approximately a 4% decline in the fair value of the reporting unit. Therefore,
even significant negative changes in the Company’s revenue and margin
projections for the Food Products Technology business or discount rate utilized
would be unlikely to result in the impairment of the intangible assets of the
Food Products Technology reporting unit as of May 25, 2008.”

    Liquidity and Capital
Resources – Cash Flows from Operations, page 37

              4.

              Comment:  Please
      enhance your disclosure to discuss all material changes in your operating
      activities as depicted in your statement of cash flows.  For
      example, you should expand upon your disclosure to discuss in greater
      detail that “the primary sources of cash from operating activities during
      fiscal year 2008 were from net income of $13.5 million and non-cash
      expenses of $3.1 million...”  Specifically, you should discuss
      changes in your working capital accounts such as accounts receivable,
      accounts payable, etc. and the reasons for those
  changes.

    Response:  The
Company will include expanded disclosure similar to the following in its future
filings, updated, as applicable, for the relevant reporting
periods:

    “Landec
generated $17.5 million of cash flow from operating activities during the fiscal
year ended May 25,
2008 compared to using $2.5 million for operating activities during the fiscal
year ended May 27,
2007.  The primary sources of cash from operating activities during
fiscal year 2008 were from net income of $13.5 million, non-cash related
expenses of $3.1 million, such as depreciation and stock based compensation and
a net change of $837,000 in working capital.  The primary changes in
working capital were (1) a $1.8 million increase in accounts receivable due to
the increase in revenues in fiscal year 2008 compared to fiscal year 2007, (2) a
$4.8 million increase in accounts payable due to the timing of payments and the
increase in cost of sales in fiscal year 2008 compared to fiscal year 2007, (3)
a $929,000 decrease in accrued compensation primarily due to no bonuses being
earned at the Corporate level in fiscal year 2008 compared to $916,000 in
bonuses being earned at the Corporate level in fiscal year 2007, (4) a $1.6
million increase in other accrued liabilities primarily attributable to: (a ) a
$900,000 increase in the accrual for auditing and tax fees as a result of a
change in accountants at fiscal year end and tax fees related to several tax
projects, (b) a $250,000 increase for legal and consulting fees (c) a $250,000
increase in the accrual for utility expenses due to the timing of billings and
(d) a $100,000 net increase in numerous miscellaneous accruals and (5) a $1.9
million decrease in deferred revenue primarily due to the recognition of $4.6
million of revenue associated with deferred revenue from the Monsanto licensing
agreement partially offset by the receipt of the annual cash payment of $2.6
million from Monsanto during fiscal year 2008.”

        Mr. Rufus
Decker

          March 27,
2009

          Page
6

    Financial
Statements

    1.  Organization,
Basis of Presentation, and Summary of Significant Accounting Policies, page
49

    Basis of Consolidation, page
49

              5.

              Comment:  You
      indicate that Monsanto has a v

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             February 27, 2009
 Gregory S. Skinner Chief Financial Officer Landec Corporation 3603 Haven Avenue Menlo Park, California 94025
 RE: Landec Corporation
Form 10-K for Fiscal Ye ar Ended May 25, 2008
Forms 10-Q for Fiscal Quarters  Ended August 31, 2008 and
November 30, 2008 File No. 0-27446

Dear Mr. Skinner:
   We have reviewed your filings and have  the following comments.  If you disagree
with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we  may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED MAY 25, 2008

 General

1. 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 include d in your future filings, including your
interim filings.

Mr. Gregory Skinner
February 27, 2009 Page 2  Item 1A. Risk Factors, page 15

 2. In filings containing risk f actor disclosure, please refr ain from using qualifying or
limiting statements in the introductory paragraph, such as references to other factors described elsewhere in this report or other risks that you do not currently
deem material or of which you are current ly unaware. In view of the requirements
of Item 503(c) of Regulation S-K, su ch qualifications and limitations are
inappropriate.  Your risk factor disclosure  should address all of the material risks
that you face.  If you do not deem risks material, you should not make reference
to them.
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 25
Critical Accounting Policies – Goodwill and Other Intangible Assets, page 27

3. In the interest of providing readers w ith a better insight into management’s
judgments in accounting for goodwill and inta ngible assets, please disclose the
following in future filings.  In this re gard, we note your expanded disclosures in
Note 6 to your Form 10-Q for the quarter ended November 30, 2008 and request that you provide those disclosures as well as the following additional disclosures.

• The reporting unit level at which you test goodwill for impairment and your
basis for that determination;
• You disclose in your Form 10-Q that you consider the results  of both of the
approaches set forth in SFAS 142 to estim ate the fair value of each relevant
reporting unit.  Please expand your disclosures to include sufficient
information to enable a reader to und erstand the assumed benefits of each
approach;
• How you weight each of the techniques  used including the basis for that
weighting;
• A qualitative and quantitative description of the material assumptions used
and a sensitivity analysis of those assumptions based upon reasonably likely
changes; and
If applicable, how the assumptions a nd methodologies used for valuing goodwill
in the current year have changed since th e prior year highlight ing the impact of
any changes.
 Liquidity and Capital Resources – Ca sh Flows from Operations, page 37

 4. Please enhance your disclosure to discuss all material changes in your operating
activities as depicted in your statement of cash flows.  For example, you should
expand upon your disclosure to discuss in gr eater detail that “the primary sources
of cash from operating activities during fis cal year 2008 were from net income of
$13.5 million and non-cash expenses of $3.1 million…”  Specifically, you should

Mr. Gregory Skinner
February 27, 2009 Page 3
discuss changes in your working capital accounts such as accounts receivable,
accounts payable, etc. and the reasons for those changes.
 Financial Statements

1. Organization, Basis of Presentation, and Su mmary of Significant Accounting Policies,
page 49
 Basis of Consolidation, page 49

 5. You indicate that Monsanto has a variable  interest in Landec Ag and therefore
Landec Ag has been determined to be a VIE.  You also determined that you are the primary beneficiary of Landec Ag and therefore the accounts of Landec Ag
are consolidated in you r financial statements.  Please disclose how you
determined that Landec Ag is a variable interest entity pursuant to paragraphs 4 and 5 through 7 of FIN 46R.  If based on this analysis, Landec is a VIE, please
also disclose how you determined you were the primary beneficiary of this entity as well as provide the other disclosure s required by paragr aph 23 of FIN 46(R).
 Revenue Recognition, page 51

 6. We note that your recognize revenue when, in  part, title has passed.  Please revise
to clarify, if true, that deli very occurs when title passes.  Otherwise, provide us
with additional information for us to  understand the appropr iateness of your
revenue recognition policy.  Refer to SAB Topic 13.
 7. We note, as indicated on page 30 and elsewhere in your filing, that $60,414,000
and $49,706,000 of your product sales in fi scal years 2008 and 2007 relate to
trading revenues.  We also note that $167,817,000 and $154,744,000 of your
product sales in fiscal years 2008 and 2007 rela te to the sale of specialty packaged
fresh-cut and whole vegeta ble products that are wash ed and packaged in your
propriety packaging.  We further note that you have relatively immaterial
inventory and accounts receivable balan ces as of May 25, 2008 and May 27, 2007
relative to the revenue s you generated in those fiscal years.  Please clarify whether
you take title to the produce you trade a nd/or the produce you package and with
reference to EITF 99-19 Reporting Revenue Gr oss as a Principal versus Net as an
Agent, please address the indicators of gross and net revenue reporting to support
your accounting.  Consider addressing these indicators in your critical accounting
policy disclosures.
 Recent Accounting Pronouncements, page 58

 8. We note that you adopted of EITF 06-3 a nd that you record the expenses for sales
and use taxes to general and administrativ e expenses.  The Task Force reached a
consensus that the presentation of taxes on ei ther a gross basis or a net basis is an

Mr. Gregory Skinner
February 27, 2009 Page 4
accounting policy decision that should be disclosed pursuant to Opinion 22.  In
addition, for any such taxes that are repor ted on a gross basis, an entity should
disclose the amounts of those taxes in in terim and annual financial statements for
each period for which an income statem ent is presented if those amounts are
significant.  If necessary , please quantify these amount s as required by EITF 06-3.

2.  Sale of Fielder’s Choice Direct and License Agreement, page 59

9. We note that on December 31, 2006, you sold FCD to ASI, a wholly owned
subsidiary of Monsanto.  On that sa me day you entered into a five-year co-
exclusive technology and polymer supply agr eement with Monsanto for the use of
your Intellicoat polymer seed coating technology.  As a result of these
transactions, you recorded income from the sale of FCD, net of direct expenses
and bonuses, of $22.7 million.  We also note that you recorded a deferred gain of
$10 million which will be recognized as reve nue over five years.  Please provide
the following:
• Tell us the fair value of the technolo gy licensing agreement and how such fair
value was determined.
• Tell us why you did not use the technology licensing agreement’s fair value to
allocate a portion of the $50 million FCD acquisition price to the license
agreement (e.g. based on the relative fa ir values of FCD and the licensing
agreement) rather than simply allocati ng the residual value to the licensing
agreement.

10. We note that in conjunction with the sa le of FCD, you purchased all of the
outstanding common stock and options of Landec Ag not owned by you at the fair
market value of each share as if all opti ons had been exercised as of December 1,
2006 of $7.4 million.  You indicate th at the repurchase of Landec Ag’s
outstanding common stock and options was r ecorded to retained earnings as the
repurchase occurred after the sale of FCD to Monsanto.  Clarify why the sale of
FCD to Monsanto impacted your accounting for the acquisition of Landec Ag common stock and options.  Please clar ify herein and Note 9 Stockholders’
Equity – Shares Subject to Vesting whet her the subsequent re classification of $4.8
million from retained earnings to goodwill is  a correction of an error.   If so,
please fully address the guidan ce in SAB Topic 1M and SFAS 154.
 11. You made references on pages 11 and 59 to the use of an independent appraiser in
determining the fair value of  FCD.  Please tell us the nature and extent of the
appraiser’s involvement and tell us whet her you believe they were acting as an
expert as defined in the S ecurities Act of 1933.  If these
actuaries are experts, you
must delete your reference to them or name the parties.

12. You indicate that if Monsanto elects to pur chase the stock of Landec Ag, a gain or
loss on the sale of the stock of Landec Ag will be recognized at the time of

Mr. Gregory Skinner
February 27, 2009 Page 5
purchase.  Based on the fair value of La ndec Ag as of the latest balance sheet
presented, disclose the estimated gain  or loss that would be recognized.
 License Agreements, page 61

13. You indicate that on November 22, 2006 you received an additional 800,000
shares of preferred stock of  Aesthetic Sciences.  Clarify why, as you indicate, the
receipt of those additional shares did not  change your 19.9% owne rship interest in
Aesthetic Sciences.
 14. You indicate that on May 14, 2006, you entere d into an exclusive license and
research and development agreement with Air Products and Chemicals, Inc.  You
also indicate that in 2008 an amendm ent was entered into whereby certain
technology applications were re-acquired as well as the elimination of an existing
claim in order to refine the existing re lationship.  As a result, you recorded a
$600,000 expense to selling, general and ad ministrative expense during the year
ended May 25, 2008.  Please disclose the nature of the certain technology
applications you required and the exis ting claim as well as the facts and
circumstances that resulted in a $600,000 expense.  Please cite the accounting
literature used to s upport our conclusions.

Definitive Proxy Statement filed on September 2, 2008

Executive Compensation and Related Information, page 29
Compensation Discussion and Analysis, page 29
Base Salaries, page 30
 15. Please tell us, with a view toward fu ture disclosure, how  you reconcile your
statement that “the Committee expects that the base salaries should be in the mid
to upper quartile of the range of base sa laries for comparable positions” with your
“goal . . . to target base pay at the median  level (that is, the 50th percentile),” as
disclosed in the first full paragraph on page 30.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2008

General
 16. Please address the above comments in your interim filings as well.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence

Mr. Gregory Skinner
February 27, 2009 Page 6  file.  Please understand that we may have additional comments after reviewing your
responses to our comments.
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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Dietrich King, Attorne y, at (202) 551-3338 or, in his absence,
Brigitte Lippmann, Attorney, at (202) 551-3713 if you have any questions regarding legal
matters.  Please contact Erne st Greene, Staff Accountant, at (202) 551-3733 or, in his
absence, Jeanne Baker, Assistant Chie f Accountant, at (202) 551-3691 if you have
questions regarding comments on the financ ial statements and related matters.
        Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 7010
July 16, 2008
  Mr. Gregory S. Skinner VP of Finance and CFO Landec Corporation 3603 Haven Ave. Suite E Menlo Park, CA 94025

RE:   Form 8-K Item 4.01 filed June 11, 2008
 Form 8-K/A Item 4.01 filed June 25, 2008  File #0-27446

Dear Mr. Skinner:
We have completed our review of your Fo rm 8-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to the undersigned at (202) 551-3866.          S i n c e r e l y ,           Jeffrey Gordon        S t a f f  A c c o u n t a n t

CORRESP
1
filename1.htm

corresp

July 10, 2008

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 Item 4.01 filed June 11, 2008

Form 8-K/A Item 4.01 filed June 25, 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 30, 2008 relating to Landec’s Form 8-K filed June 11, 2008 and Form 8-K/A filed June 25,
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 note your statement in which you state this amended current report on Form 8-K is
being filed to include the letter from your former accountant. Please note that all
disclosure requirements set forth in Item 304 of Regulation S-K must be explicitly met in
each Item 4.01 Form 8-K. Please amend the report to include all of the information required
by Item 304 of Regulation S-K.

Response: Item 4.01 of the Form 8-K filed on June 11, 2008 addresses the disclosure
requirements of Item 304 of Regulation S-K. The Form 8-K/A filed on June 25, 2008 amends
Item 4.01 of the Form 8-K in only two respects. First, as required, it includes as Exhibit
16.2, a copy of the letter received from McGladrey & Pullen, LLP (“McGladrey”), the Company’s former independent registered public accounting firm, stating
McGladrey’s response to the disclosure contained in the Form 8-K. Second, the Form 8-K/A
indicates that the Company has determined not to formally provide written submissions to the
Office of the Chief Accountant of the Securities and Exchange Commission regarding certain
accounting issues raised by McGladrey as previously reported in the Form 8-K.

The Company’s position is that by including only the two additional items in the Form 8-K/A,
as opposed to “amending and restating” the entire Item 4.01 disclosure from the Form 8-K
(which included the Item 304 disclosure), the disclosure makes clearer to investors what
changes have been made to the Form 8-K. In addition, we are aware of numerous Form 8-K/As
available on EDGAR relating to amendments to Item 4.01 disclosure which have followed this
same convention.

2.     To the extent that you make changes to the Form 8-K to comply with our comments, please
obtain and file an updated Exhibit 16 letter from the former accountants stating whether the
accountant agrees with the statements made in your revised Form 8-K.

Response: As noted in response to Comment 1 above, the Company’s position is that there is
no need to make any changes to the Form 8-K/A, and therefore an updated Exhibit 16 letter
from McGladrey would not be required. The Company believes that, in any event, McGladrey
would have no basis to agree or disagree with the new disclosure that appears in Item 4.01
of the Form 8-K/A.

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

June 30, 2008

Mr. Gregory S. Skinner
VP of Finance and CFO
Landec Corporation
3603 Haven Ave. Suite E
Menlo Park, CA 94025

RE:   Form 8-K Item 4.01 filed June 11, 2008
 Form 8-K/A Item 4.01 filed June 25, 2008
 File #0-27446

Dear Mr. Skinner:

We have reviewed your filings and have the following comments.  Where indicated, we think
you should revise your documents in response to  these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explan ation.  In some of our comments, we may ask
you to provide us with supplemental informati on so we may better understand your disclosure.
After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our review pr ocess is to assist you in your compliance with
the applicable disclosure requirements and to e nhance the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel free to call us at the telephone
number listed at the end of this letter.

1. We note your statement in which you state this amended current report on Form 8-K is being filed to include the letter from your former accountant.  Please note that all disclosure requirements set forth in Item 304 of Regulation S-K must be explicitly met in each Item 4.01 Form 8-K.  Please amend the report to include all of the information required by Item 304 of Regulation S-K.

2. To the extent that you make changes to the Form 8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter from the former accountants stating whether the accountant agrees with the statements made in your revised Form 8-K.

*****

Gregory S. Skinner
VP of Finance and CFO
June 30, 2008 Page 2
Please file your supplemental response via EDGAR in response to these comments within 5 business days of the date of this letter.  Please note that if you require longer than 5 business days to respond, you should contact the staff immediately to request additional time.  You may wish to provide us with marked copies of each amended filing to expedite our review.  Direct
any questions regarding the above to the undersigned at (202) 551-3866.

Sincerely,

Jeffrey Gordon
Staff Accountant

CORRESP
1
filename1.htm

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

June 19, 2008

Mr. Gregory S. Skinner
VP of Finance and CFO
Landec Corporation
3603 Haven Ave. Suite E
Menlo Park, CA 94025

RE:   Form 8-K Item 4.01 filed June 11, 2008
 File #0-27446

Dear Mr. Skinner:

We have reviewed your filings and have the following comments.  Where indicated, we think
you should revise your documents in response to  these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explan ation.  In some of our comments, we may ask
you to provide us with supplemental informati on so we may better understand your disclosure.
After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our review pr ocess is to assist you in your compliance with
the applicable disclosure requirements and to e nhance the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel free to call us at the telephone
number listed at the end of this letter.

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.

*****

Gregory S. Skinner
VP of Finance and CFO
June 19, 2008 Page 2
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that  they have provided all information investors
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 they have made.

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.

In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corpora tion Finance in our review of your filing or in
response to our comments on your filing.

Please file your supplemental response via EDGAR in response to these comments within 5 business days of the date of this letter.  Please note that if you require longer than 5 business days to respond, you should contact the staff immediately to request additional time.  You may wish to provide us with marked copies of each amended filing to expedite our review.  Direct
any questions regarding the above to the undersigned at (202) 551-3866.

Sincerely,

Jeffrey Gordon
Staff Accountant

CORRESP
1
filename1.htm

            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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
      March 30, 2007

Via U.S. Mail and Facsimile (650-368-9818)

Gregory S. Skinner
Vice President of Finance and Administration and Chief Financial
Officer
Landec Corporation
3603 Haven Avenue
Menlo Park, California 94025

	Re:	Landec Corporation
Form 10-K for the Fiscal Year Ended May 28, 2006
		Filed July 27, 2006
		File No. 0-27446

Dear Mr. Skinner:

      We have limited our review of the above filing to disclosure
relating to your contacts with countries that have been identified
as
state sponsors of terrorism, and we have the following comments.
Our
review with respect to this issue does not preclude further review
by
the Assistant Director group with respect to other issues.  At
this
juncture, we are asking you to provide us with supplemental
information, so that we may better understand your disclosure.
Please be as detailed as necessary in your response. After
reviewing
this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. We note that Exhibit C to the License and Research Development
Agreement filed as Exhibit 10-63 to your From 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.
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.
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.

* * * * *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please file
your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comment, 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 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comments.  Please contact Pradip
Bhaumik,
Attorney-Advisor, at (202) 551-3333 if you have any questions
about
the comments or our review.  You may also contact me at (202) 551-
3470.

								Sincerely,

								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Pamela Long
		Assistant Director
	Division of Corporation Finance

Gregory S. Skinner
Landec Corporation
March 30, 2007
Page 1

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

  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.”

2

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

3

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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      March 9, 2005

via U.S. mail and facsimile

Gary T. Steele, President and Chief Executive Officer
Landec Corporation
3603 Haven Avenue
Menlo Park, CA  94025

	RE:	Form 10-K for the fiscal year ended May 30, 2004
		Form 10-Q for the period ended August 29, 2004
			File No. 0-27446

Dear Mr. Steele:

      We have reviewed your response letter dated March 4, 2005
and
have the following additional comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable.
In
some of our comments, we may ask you to provide us with
supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

FORM 10-K FOR THE YEAR ENDED MAY 30, 2004

Comments applicable to your overall filing
1. 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.
2. 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.

Financial Statements

Statements of Cash Flows, page 51
3. 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.

Notes to Financial Statements

3. Exit of Fruit Processing and Domestic Commodity Vegetable
Business, page 64
4. 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.

FORM 10-Q FOR THE PERIOD ENDED AUGUST 29, 2004

Comment applicable to your overall filing
5. Please address the comments above in your interim Forms 10-Q as
well.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your  responses to our comments.

      If you have any questions regarding these comments, please
direct them to Meagan Caldwell, Staff Accountant, at (202) 824-
5578
or, in her absence, to the undersigned at (202) 942-1774.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief
??

??

??

??

Mr. Gary T. Steele
March 9, 2005
Page 1 of 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

  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

2

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.

3

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

5

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.

6

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.

7

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

CORRESP
1
filename1.htm

  February 22, 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, 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.  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

2

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
further 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.  At this time, the
Company is unable to predict the ultimate outcome of this collaboration and the
timing or amount of revenues, if any, but the Company will make appropriate
disclosure at such time as the likelihood of future revenues is probable.

As to the Company’s expectations
for the coming year relating to licensing and research and development
revenues, the Company will make appropriate disclosure of any such
arrangements, but given the infrequency and unpredictability of the Company
receiving payments under any licensing 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.

3

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.  To date sales of these materials 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.  To date Alcon has not commercialized and may
never commercialize this 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™.

In future filings, the
Company will clarify that its lack of control over the sales of products under
agreements in which the Company has surrendered control over the
commercialization of such products means that the Company has no ability to
ensure the commercialization of these products or any revenue resulting from
such products.

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.

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 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.

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.

5

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.

Response:  In future filings, the
Company will separate any notes and advances receivable not associated with the
procurement of produce from suppliers between investing activities and
operating activities.  The remainder of
the 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 presentation of the Apio Fresh cash flow activity as operating
activities was and will be immaterial to overall cash flow from
operations.  The notes and advances
receivable that are not directly associated with the procurement of produce
from suppliers had a net 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

6

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

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 of SFAS 95.

Response:  In future filings the
Company will separate the “change in other assets” from the “change in other
liabilities” and present it on a gross basis, if material.  The Company supplementally states that due to
the immaterial nature of other assets and liabilities and because historically
the change in other assets and liabilities was primarily for non-operating
activities such as deposits, loan fees and deferred charges, the Company has
consistently shown the net change in investment activities.  In future filings, the Company will classify
the change between operating, investing and financing activities, if material.

14.       Comment:  Please
present sales of common stock and repurchases of common stock on a gross
basis.  Please also present your stock
repurchases separately in your statement of changes in shareholders’
equity.  Please disclose in a footnote
the timing, nature and terms of your stock repurchases.  If these stock repurchases occurred under a
stock repurchase program, please discuss it as well.

Response:  The Company supplementally
advises that for the periods presented there were no repurchases of common
stock and in future filings the Company will delete the reference to “net of
repurchases” if in fact there are no repurchases during the relevant
period.  The Company does not currently
have a stock repurchase program.

7

Notes
to Financial Statements

15.       Comment:  Please
disclose the types of expenses that you include in the cost of sales line item
and the types of expenses that you include in the selling, general and
administrative exp

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0510

      February 10, 2005

Via U.S. mail and facsimile

Gary T. Steele, President and Chief Executive Officer
Landec Corporation
3603 Haven Avenue
Menlo Park, CA  94025

	RE:	Form 10-KSB for the fiscal year ended May 30, 2004
		Form 10-QSB for the period ended August 29, 2004
			File No. 0-27446

Dear Mr. Steele:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 10-K FOR THE YEAR ENDED MAY 30, 2004

Comments applicable to your overall filing
1. 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.

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. Please expand your disclosure to define what you refer to as
"recycled" revenue.

Results of Operations

Revenues

Apio Trading, page 25
3. 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.

Corporate, page 26
4. 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 medical device company; and
what your expectations are for the coming year relating to
licensing
and research and development revenue.

Gross Profit

Apio Trading, page 27
5. 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.

Liquidity and Capital Resources, page 32
6. 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(tm) device
through
2012.  You have further disclosed on page 39, that you may not
receive royalties on future sales of QuickCast(tm) and PORT(tm)
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.
7. 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.

Contractual Obligations, page 34
8. 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.

Additional Factors That May Affect Future Results

Our Indebtedness Could Limit Our Financial and Operating
Flexibility,
page 35
9. 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.

Financial Statements

Statements of Operations, page 49
10. Please revise your statements of operations to breakout
separately the cost of service revenue, related party.

Statements of Cash Flows, page 51
11. 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.

12. 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.
13. 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 of SFAS 95.
14. Please present sales of common stock and repurchases of common
stock on a gross basis.  Please also present your stock
repurchases
separately in your statement of changes in shareholders` equity.
Please disclose in a footnote the timing, nature and terms of your
stock repurchases.  If these stock repurchases occurred under a
stock
repurchase program, please discuss it as well.

Notes to Financial Statements
15. Please disclose the types of expenses that you include in the
cost of sales line item and the types of expenses that you include
in
the selling, general and administrative expenses line item.
Please
also disclose whether you include inbound freight charges,
purchasing
and receiving costs, inspection costs, warehousing costs, internal
transfer costs, and the other costs of your distribution network
in
the cost of sales line item.  With the exception of warehousing
costs, if you currently exclude a portion of these costs from cost
of
sales, please disclose:
* in a footnote the line items that these excluded costs are
included
in and the amounts included in each line item for each period
presented, and
* in MD&A that your gross margins may not be comparable to those
of
other entities, since some entities include all of the costs
related
to their distribution network in cost of sales and others like you
exclude a portion of them from gross margin, including them
instead
in a line item, such as selling, general and administrative
expenses.

1.  Organization, Basis of Presentation, and Summary of
Significant
Accounting Policies

Related Party Transactions, page 56
16. Your disclosure states that you have loss exposure on the
subleases from the agricultural land you lease from the Apio CEO.
Please expand your disclosure to include the amount of revenue
generated during the periods presented and the portion of the
leased
land that was subleased as of May 30, 2004.
17. Please expand your disclosure to discuss the terms and
conditions
of the "earnout liability" between you and the Apio CEO.  Please
include in your disclosure any balance remaining as of May 30,
2004
and what line item this is included in on your balance sheets.  If
applicable, please disclose when the remaining amount is expected
to
be paid.

Investment in farming activities, page 57
18. Your disclosure regarding your significant accounting policies
discusses your policies relating to investments in farming
activities.  Please expand your disclosure to explain how you
determined these investments would not meet the criteria for
consolidation under FIN 46(R), given that these advances were in
exchange for a percentage ownership in the proceeds of the crops
and
that you appear to bear the risk of loss if the net proceeds of
the
crops are not sufficient to cover the expense.  In your
discussion,
please specifically address the analysis you used in concluding
that
you lacked any of the three characteristics of a controlling
financial interest relating to these investments as discussed in
paragraphs 5(b)(1) to (3) of FIN 46(R).  Please also include in
your
discussion whether or not substantially all of these activities
are
conducted your behalf.
19. Please expand your disclosure to include the facts and
circumstances that led to the gains and losses, for which you
refer,
relating to you investments in farming activities.

Property and Equipment, page 58
20. Your disclosure indicating the estimated useful lives of
furniture and fixtures, computers, capitalized software,
machinery,
equipment and autos range from three to ten years is not very
helpful
to readers.  Please separately disclose the useful lives for each
category shown in Note 5.

21. Please expand your disclosure relating to capitalized software
development costs to include the amount of amortization recognized
for the periods presented and which line item these costs are
included in on your statements of operations.

Per Share Information, page 59
22. Please expand your disclosure to include potentially dilutive
securities that were not included in your calculation of diluted
EPS
because the securities would have had an antidilutive effect.
Refer
to paragraph 40(c) of SFAS 128.

Accounting for Stock-Based Compensation, page 62
23. You have disclosed that no stock options were granted above
grant
date market prices for the periods presented.  Did you mean to say
that no stock options were granted below grant date market prices?
If not, please expand your disclosure to include information
relating
to stock options issued at below market prices on the grant dates.
Please include the following information in your disclosure:
* The number of shares issued below market prices
* The market price on the date of grant
* The price at which the stock options were issued
* The vesting period of the stock options
* The reason why the stock options were issued
* The amount of compensation expense recorded, if any, how it was
calculated, and the line items for which the amounts are included
in
on the financial statements.

3.  Exit of Fruit Processing and Domestic Commodity Vegetable
Business, page 64
24. In your Form 10-K for the year ended October 27, 2002, you
state
under Note 1 on page 50 that you adopted SFAS 144 as of the
beginning
of that year.  In June 2002, you recorded a $436,000 gain on the
sale
of a fruit processing facility and included it in other income.
Under the Other heading on page 29 of your MD&A, you indicate that
Other includes gain or loss on the sale of assets.  Gains and
losses
on the sale of long-lived assets that are not a component of an
entity are required to be included in arriving at your operating
income (loss).  Gains and losses on the sale of long-lived assets
that are a component of an entity should be treated as
discontinued
operations.  Please tell us how you considered the criteria in
paragraphs 41 to 45 of SFAS 144 in reaching the conclusion that
this
gain should be included in the other income, net line item.

25. You have disclosed the $1.1 million charge recorded in fiscal
year 2003 primarily relates to inventory and notes receivable.
Please revise your disclosure here and in your statements of
operations to include the portion of the writedown relating to
inventory in cost of revenue, or explain to us why that
classification is not appropriate.

7.  Shareholder`s Equity

Common Stock, Stock Purchase Plans and Stock Option Plans, page 69
26. You have disclosed that the exercise price for non-statutory
stock options may be no less than 85% of the fair market value of
Landec`s common stock on the date the option was granted to non-
named
executives.  Please expand you disclosure to include the
following:
* The number of shares issued below fair market value
* The fair market value on the date of grant
* The price at which the stock options were issued
* The vesting period of the stock options
* The reason why the stock options were issued
* The amount of compensation expense recorded, if any, how it was
calculated, and the line items for which the amounts are included
in
on the financial statements
Please include the above mentioned information here and in the
section under this heading entitled "Landec Ag Stock Plan."

Index of Exhibits, page 88
27. Please update your Exhibit filed entitled "Subsidiaries of the
Registrant," to include the most current information relating to
your
subsidiaries.

FORM 10-Q FOR THE PERIOD ENDED AUGUST 29, 2004

Comments applicable to your overall filing
28. Please address the comments above in your interim Forms 10-Q
as
well.

Item 1.  Financial Statements

Balance Sheets, page 3
29. Please revise your balance sheet to include the par value and
the
number of shares issued and outstanding.

Notes to Financial Statements
30. Please expand your disclosure to include information relating
the
balances and gains or losses incurred on your investments in
farming
activities, as disclosed in your Form on 10-K.

7.  Debt, page 9
31. Please expand your disclosure to indicate whether or not you
have
been in compliance with the restrictive covenants established
under
the Loan Agreement with Wells Fargo Bank N.A for the six months
ended
November 28, 2004.

Item 2.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Results of Operations

Gross Profit, page 17
32. You have disclosed components that have contributed to the
increase in gross profits for the three and six