

                                  EXHIBIT 23.2

                         CONSENT OF INDEPENDENT AUDITORS

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<PAGE>

                         CONSENT OF INDEPENDENT AUDITORS
                         -------------------------------


We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement  (Form  S-8)  pertaining  to the  1996  Stock  Option  Plan  and  1996
Non-Executive  Stock  Option  Plan of Landec  Corporation  of our  report  dated
December 6, 1996,  with respect to the  consolidated  financial  statements  and
schedule of Landec  Corporation  included and  incorporated  by reference in its
Annual  Report  (Form  10-K) for the year ended  October 31, 1996 filed with the
Securities and Exchange Commission.

/s/ Ernst & Young LLP

Ernst & Young LLP
Palo Alto, California
May 28, 1997

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