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 months ended
November
29, 2004 compared to the same periods in the prior year.  Please
expand your disclosure to quantify the affects each of these
components have had on the increase in gross profits.

*    *    *    *


      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 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.

	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 filing or in
response to our comments on your filing.

      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


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Mr. Gary T. Steele
February 10, 2005
Page 1 of 10




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

         DIVISION OF
CORPORATION FINANCE