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
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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