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
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