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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):		April 4, 2008

Landec Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

California	0-27446	94-3025618
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
3603 Haven Ave. Suite E, Menlo Park, California		94025
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code:		650-306-1650

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 8.01 Other Events.

On April 4, 2008, Landec Corporation ("Landec") issued a press release announcing that it filed Form 12b-25 in lieu of Form 10-Q for the quarter ended February 24, 2008. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Form 8-K, including Exhibit 99.1 attached hereto, shall be deemed "filed" for the purposes of the Securities Exchange Act of 1934, as amended, and shall be incorporated by reference into filings of the Registrant under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
Exhibit Description
99.1 Press Release Dated April 4, 2008.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Landec Corporation
April 4, 2008		By:		/s/ Gregory S. Skinner
				Name: Gregory S. Skinner
				Title: Vice President of Finance and Chief Financial Officer

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Exhibit Index

Exhibit No.		Description
99.1		Press Release Dated April 4, 2008

LANDEC FILES 12B-25 WITH RESPECT TO THIRD QUARTER 10-Q

MENLO PARK, CA – April 4, 2008 — Landec Corporation (Nasdaq: LNDC) (the “Company”), announced today that it filed a Form 12b-25 today with the Securities and Exchange Commission (SEC) in lieu of its Form 10-Q for the fiscal quarter ended February 24, 2008. This filing extends the due date for the Form 10-Q to April 9, 2008. As previously reported, the Company recently changed its independent registered public accounting firm to McGladrey & Pullen, LLP (“M&P”). This is the first quarter for which M&P is reviewing the Company’s financial statements and M&P was not able to complete their review before the prescribed filing deadline.

About Landec Corporation

Landec Corporation designs, develops, manufactures and sells temperature-activated and other specialty polymer products for a variety of food, agricultural and licensed partner applications. The Company’s temperature-activated polymer products are based on its patented Intelimer® polymers which differ from other polymers in that they can be customized to abruptly change their physical characteristics when heated or cooled through a pre-set temperature switch.