Delaware

(State or other jurisdiction of incorporation or organization)

0-27446

94-3025618

(Commission file number)

(IRS Employer Identification No.)

LANDEC CORPORATION

Registrant

/s/

Gregory S. Skinner

Gregory S. Skinner

Vice President of Finance and

Chief Financial Officer

Exhibit No.

Description

Press Release dated January 6, 2009

LANDEC CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands)

November 30, 2008

May 25, 2008

ASSETS

LIABILITIES AND SHAREHOLDERS' EQUITY

LANDEC CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(In thousands, except per-share data)

(unaudited)

LANDEC CORPORATION

SECOND QUARTER ENDED NOVEMBER 30, 2008

QUESTIONS AND ANSWERS

It is currently difficult to forecast the remaining six months of fiscal year 2009. The just-ended month of December continued to show a slowdown in our fresh-cut vegetable business compared to the same period last year and the fresh-cut vegetable category continued to show negative growth compared to the same period last year. To be conservative, we are assuming that growth in the overall fresh-cut vegetable category for the second half of fiscal year 2009 will be negative in comparison to last year. However, we expect to continue to grow market share, generate net income and positive cash flow from operations and to reduce operating expenses during the last six months of fiscal year 2009 compared to the same period last year.

We have five priorities: (1) continue to grow operating cash flow, (2) extend the commercialization of our BreatheWay® packaging programs in bananas, avocados, mangos and new applications, (3) provide strong technology support to our licensing corporate partners in launching new products, (4) seek synergistic acquisition opportunities that use our technology or expand our technology base, and (5) expand our Intelimer polymer materials R&D activities in order to develop new business opportunities.

In order to successfully advance our priorities, our plan through fiscal years 2009 and 2010 includes the following initiatives:

a) Make one, and possibly two, accretive and synergistic acquisitions that utilize our technology and possibly our existing channels of distribution

b) Conclude at least one new major licensing partnership

c) Expand the sales of our packaging technology with Chiquita and others

d) With Monsanto, bring the seed coating program to field trials

e) Start at least one new initiative in a promising area of materials science outside of our food technology business

f) Continue to generate considerable income and positive cash flow

g) Maintain a strong balance sheet

Our programs with Chiquita are progressing on three fronts and delayed on one front:

a) In the Chiquita-To-Go program, Chiquita bananas in our packaging are being sold to coffee chains, convenience stores and mini-mart gas stations. Chiquita is a major supplier of bananas to Starbucks for its new Vivanno™ banana smoothie program throughout the United States. In addition, the Chiquita-To-Go program has been launched in three European countries. The Chiquita-To-Go program is going well and is expanding.

b) In the QSR arena, McDonald’s is currently conducting regional market tests for banana products, including banana smoothies, using Chiquita® bananas delivered in our BreatheWay packaging and we have been informed that the tests are going well.

c) In the avocado program with Chiquita, Chiquita is selling avocadoes packaged in our BreatheWay packaging technology to food service customers and retail grocery chains and the avocado program is going well.

d) Retail grocery store advanced trials for bananas have been put on hold until such time that consumers are prepared to purchase innovative packaged bananas with longer shelf life that are sold as a premium priced product.

We have concerns about the U.S. economy and the impact it is having on consumers. We believe that our BreatheWay packaged food products provide excellent value and a healthy choice for consumers. In the short-term, we expect that consumer demand will remain weak but we foresee good long-term growth in our food business by (1) capturing new customers, and (2) expanding our BreatheWay technology to new markets and application areas. For our food business, our longer-term growth plans include six major initiatives.

Initiatives for our Apio value-added specialty packaged vegetables business include:

i) Develop and launch new, innovatively designed products such as those we are developing in our vegetable salad line.

ii) Look for synergistic acquisition partners that can benefit from our BreatheWay technology and channels of distribution, as well as from our expertise in post harvest physiology, sourcing, and processing.

iii) Access unique produce with consumer traits that bring discernible differentiation in nutrition, taste, color, aroma and/or texture. We will do this through our new exclusive licensing arrangement with Monsanto Seminis, the world’s largest vegetable seed trait developer and supplier. Initial field trials began this past fall.

Initiatives for our Apio packaging technology business include:

i) Expand the use of our BreatheWay technology internationally. We announced a new distribution agreement in June with Breakthrough Solutions for our packaging technology for South America.

ii) Expand our BreatheWay technology in new markets in North America such as food service and delis. Our Apio food business now has these efforts underway using our BreatheWay packaging technology.

iii) Expand our BreatheWay technology into new product applications such as mangos, melons and flowers to name a few.

During 2008 Monsanto formed a new business called the Seed Treatment Business which allows Monsanto to develop its seed treatments internally rather than purchasing its seed treatments from third parties. The concept of seed treatments is to place an insecticide or fungicide directly onto the seed surface in order to protect the seed and the seedling as it emerges. It is our hope that Landec’s Intellicoat® seed coating technology can be an integral and proprietary part of Monsanto’s commitment to building a major position in seed treatments worldwide by using Landec’s seed coatings as a “carrier” of insecticides/fungicides which can be dispensed at the appropriate time based on time or soil temperature. We are excited about this program and in fiscal year 2009 we are focused on validating the use of Landec’s coating technology for these applications, including the start of field trials beginning in 2009.

The progress was slow in the first two years, but momentum is now building as new product applications and formulations are emerging from the laboratory. Landec and Air Products are focused on two areas -- personal care and catalysts. Air Products has recently accelerated its sales and marketing efforts, particularly in the area of personal care, which should lead to new customers and new product introductions.

Because of the strength of our balance sheet and the fact that we continue to generate positive cash flow from operations, we see the next 12-18 months as an opportune time to further investigate acquisitions and corporate licensing. There may be one or more companies that potentially have synergistic products and/or technology platforms that would be an excellent fit for Landec. A number of companies do not have the capital structure to grow. In addition, many corporations are cutting back on R&D expenditures but they need access to new products and technologies and will seek licenses from companies such as Landec. We are prepared to capitalize on these trends by using our strong balance sheet and positive operating cash flow without sacrificing the security of maintaining substantial cash reserves.

Because of the benefit of substantial net operating losses, primarily from the repurchase of subsidiary options, and tax credit carryforwards, we are estimating that in fiscal year 2009 Landec will pay only 15% of its GAAP income tax expense in cash, for an effective cash tax rate of 6%, resulting in the preservation of cash and a favorable impact on our cash balance.

9)

How do the Pre-Tax results by line of business for the three and six months ended November 30, 2008 compare with the same periods last year?

The results are as follows (unaudited and in thousands):

ended 11/30/08

ended 11/25/07

$

2,561

$

4,323

$

7,311

$

8,582

a)

Apio’s Value-Added business includes revenues and gross profit from Apio Cooling LP.

b)

Apio Packaging includes the BreatheWay trademark for banana packaging, packaging technology for other shelf life sensitive vegetables and fruit, plus other unique packaging solutions.

c)

Apio’s Trading business includes its commission-based commodity export business and its commission-based domestic commodity buy/sell business.

d)

Included in Tech. Licensing are the Intellicoat license fees from Monsanto.

e)

Included in Other are net interest income and non-operating income/(expense).