



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

                                   FORM 8-K/A
                                 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 18, 1997



                               LANDEC CORPORATION
             (Exact name of registrant as specified in its charter)


                                   California
         (State or other jurisdiction of incorporation or organization)


       0-27446                                           94-3025618
(Commission file number)                       (IRS Employer Identification No.)




3603 Haven Avenue, Menlo Park, California                   94025
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:     (415) 306-1650

                                       N/A
           Former name or former address, if changed from last report)

                                      -1-

<PAGE>


         The undersigned  Registrant  hereby amends the following items from the
Current Report on Form 8-K filed on May 5, 1997. The Registrant is amending Item
7 to include  certain  required  financial  statements  and pro forma  financial
information and exhibits associated therewith.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (a)  Financial Statements of Acquired Business

              The  following  pages  3  through  6  contain  (1)  the  unaudited
              condensed balance sheet of Dock Resins Corporation ("Dock Resins")
              as of March 31, 1997 and December  31, 1996 and the notes  thereto
              and (2) the unaudited  statement of  operations  and the unaudited
              statement  of cash flows of Dock Resins and the notes  thereto for
              the three  months  ended  March 31,  1997 and  1996.  The  audited
              financial  statements  of Dock Resins as of December  31, 1996 and
              December 31, 1995 and for the three years ended  December 31, 1996
              with the Report of Ernst & Young LLP, Independent Auditors thereon
              have been included as Exhibit 99.1 to this filing.

         (b)  Pro Forma Financial Information

              The  following  pages 7 through 14 contain (1) the  unaudited  pro
              forma  condensed  combined  balance  sheets of Landec  Corporation
              ("Landec")  and Dock Resins as of January 31, 1997  and the  notes
              thereto and (2) the  unaudited  pro forma  combined  statement  of
              operations  of Landec and Dock Resins for the three  months  ended
              January 31,  1997 and for the year ended  October 31, 1996 and the
              notes thereto.

         (c)  Exhibits

              2.1* Stock Purchase Agreement  (including exhibits thereto) by and
                   among the  Registrant,  Dock Resins,  and A. Wayne  Tamarelli
                   dated April 18, 1997.

              23.1 Consent of Ernst & Young LLP, Independent Auditors.

              99.1 Dock Resins Corporation Financial Statements for December 31,
                   1996 and 1995 and the three  years  ended  December  31, 1996
                   with Report of Ernst & Young LLP, Independent Auditors.



------------------------------

* Previously filed.

                                      -2-

<PAGE>



                             DOCK RESINS CORPORATION
                             CONDENSED BALANCE SHEET
                                   (Unaudited)
                                 (In thousands)


                                                          March 31, December 31,
                                                            1997         1996
                                                           -------      -------
                         Assets
Current Assets:
     Cash and cash equivalents                             $   610      $   410
     Marketable securities                                     837          841
     Accounts receivable, net                                1,702        1,644
     Inventories                                             1,555        1,252
     Prepaid expenses and other current assets                 106          243
                                                           -------      -------
Total Current Assets                                         4,810        4,390

Property and equipment, net                                  1,588        1,537
                                                           -------      -------
                                                           $ 6,398      $ 5,927
                                                           =======      =======

          Liabilities and Stockholder's Equity
Current Liabilities:
     Accounts payable                                      $ 1,084      $ 1,012
     Payroll, bonuses and payroll taxes payable                947          740
     Other accrued liabilities                                 459          488
     Income taxes payable                                       13           83
     Borrowings under revolving line of credit                  25           25
     Current portion of long term debt                          92           86
                                                           -------      -------
Total Current Liabilities                                    2,620        2,434

Long-term debt                                                 778          772

Deferred compensation                                          124          116

Stockholder's Equity:
     Common stock                                               79           79
     Treasury stock                                           (355)        (355)
     Retained earnings                                       3,152        2,881
                                                           -------      -------
Total Stockholder's Equity                                   2,876        2,605
                                                           -------      -------
                                                           $ 6,398      $ 5,927
                                                           =======      =======


                             See accompanying notes.

                                      -3-

<PAGE>


                             DOCK RESINS CORPORATION
                             STATEMENT OF OPERATIONS
                                   (Unaudited)
                                 (In thousands)

                                                    Three Months Ended March 31,
                                                        1997           1996
                                                       -------        -------

Net product sales                                      $ 3,479        $ 3,028

Operating costs and expenses:
     Cost of product sales                               2,153          2,005
     Research and development                              312            264
     Selling, general and administrative                   751            600
                                                       -------        -------
Total operating costs and expenses                       3,216          2,869
                                                       -------        -------
Income from operations                                     263            159

Interest income                                             11              2
Interest expense                                           (23)           (25)
                                                       -------        -------
Income before state income tax                             251            136
Provision (benefit) for state income tax                   (24)             3
                                                       -------        -------

Net income                                             $   275        $   133
                                                       =======        =======


                             See accompanying notes.

                                      -4-

<PAGE>


                             DOCK RESINS CORPORATION
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)


                                                              Three Months Ended
                                                                   March 31,
                                                                1997      1996
                                                                -----     -----
Cash flows from operating activities:
     Net income                                                 $ 275     $ 133
Adjustments to reconcile net income to net cash provided
   by (used in)  operating activities:
     Depreciation and amortization                                 51        50
     Changes in operating assets and liabilities:
         Accounts receivable                                      (58)     (424)
         Inventories                                             (303)        3
         Prepaid expenses and other current assets                137       (25)
         Accounts payable                                          72      (195)
         Payroll, bonuses and payroll taxes payable               207       (13)
         Other accrued liabilities                                (29)       15
         Income taxes payable                                     (70)       11
         Deferred compensation                                      8       (10)
                                                                -----     -----
     Total adjustments                                             15      (588)
                                                                -----     -----
Net cash provided by (used in) operating activities               290      (455)
                                                                -----     -----
Cash flows from investing activities:
     Capital expenditures                                        (102)      (23)
                                                                -----     -----
Net cash used in investing activities                            (102)      (23)
                                                                -----     -----
Cash flows from financing activities:
     Additions to long-term debt                                   34      --
     Payments of long-term debt                                   (22)      (20)
                                                                -----     -----
Net cash provided by (used in) financing activities                12       (20)
                                                                -----     -----
Net increase (decrease) in cash and cash equivalents              200      (498)

Cash and cash equivalents at beginning of period                  410       866
                                                                -----     -----
Cash and cash equivalents at end of period                      $ 610     $ 368
                                                                =====     =====


                             See accompanying notes.

                                      -5-

<PAGE>


                             DOCK RESINS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1997
                                   (Unaudited)

1.   BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting principles for complete financial statements.

In the opinion of management,  the unaudited  financial  statements  contain all
adjustments  necessary to present  fairly the financial  position of Dock Resins
Corporation ("Dock Resins") at March 31, 1997, and the results of operations and
cash flows for the three months ended March 31, 1997 and 1996.  Interim  results
for the three month periods are not necessarily  indicative of operating results
to be expected for the full year.

2.   INVENTORIES

Inventories  are  stated  at the  lower  of  cost  (determined  by the  last-in,
first-out method,  ("LIFO")) or market. At March 31, 1997 and December 31, 1996,
the  LIFO  inventory  value  approximated  current  cost  and  consisted  of the
following:

                                                   March 31,        December 31,
                                                     1997               1996
                                                    ------             ------
                                                          (in thousands)

Raw materials ............................          $  675             $  420
Finished goods ...........................             880                832
                                                    ------             ------
                                                    $1,555             $1,252
                                                    ======             ======

3.   INCOME TAXES

Income tax expense  associated  with Dock Resins on a historical  basis reflects
"S" Corporation  status. The tax benefit in 1997 resulted from the reversal of a
prior-year accrual.

4.   SUBSEQUENT EVENTS

Pursuant  to  a  Stock  Purchase  Agreement  by  and  among  Landec  Corporation
("Landec"), Dock Resins and its shareholder, dated April 18, 1997 (the "Purchase
Agreement"),  Landec acquired (the "Acquisition") all of the outstanding capital
stock of Dock Resins in exchange for an aggregate of 396,039  shares of Landec's
common stock, $3,262,861 in cash, a payable of $462,000 and a secured promissory
note with principal  amount of $8,500,000.  The payable and promissory  note are
due in January  1998. As a result of the  Acquisition,  Dock Resins has become a
wholly-owned subsidiary of Landec.

Under the terms of the Purchase  Agreement and a related Escrow  Agreement dated
April 18, 1997,  $1,500,000 and the 396,039 shares of Landec's common stock will
be held in  escrow  for the  purpose  of  indemnifying  Landec  against  certain
liabilities  of Dock  Resins and its  shareholder.  Such  escrow  will expire on
August 18, 2002.

                                      -6-

<PAGE>


                               LANDEC CORPORATION
                     UNAUDITED PRO FORMA CONDENSED COMBINED
                              FINANCIAL INFORMATION

The unaudited pro forma condensed combined financial  statements  (collectively,
"the Pro  Forma  Financial  Statements")  were  prepared  to give  effect to the
acquisition  by  Landec  Corporation  ("Landec"  or the  "Company")  of all  the
outstanding capital stock of Dock Resins. The acquisition has been accounted for
using the purchase method.  The pro forma condensed combined balance sheet as of
January 31, 1997, assumed that the acquisition occurred on January 31, 1997. The
pro forma  combined  statement of operations  for the three months ended January
31,  1997,  and for the fiscal  year ended  October 31,  1996  assumes  that the
acquisition  occurred on November 1, 1995. The Pro Forma Financial Statements do
not  purport  to  represent  what  Landec's  financial  position  or  results of
operations  would have been if the  acquisition in fact had occurred on the date
or at the beginning of the periods  indicated or to project  Landec's  financial
position or results of operations for any future date or period.

The pro forma adjustments are based upon available  information and upon certain
assumptions as described in Note 1 to the Pro Forma  Financial  Statements  that
Landec believes are reasonable under the  circumstances.  The purchase price has
been allocated to the acquired assets and liabilities  based on their respective
fair market values.  The Pro Forma Financial  Statements and accompanying  notes
should  be read in  conjunction  with  the  respective  historical  consolidated
financial statements of Landec and Dock Resins, including the notes thereto. The
historical  consolidated  financial  statements  of Landec are  included  in its
Quarterly  Report on Form 10-Q for the period ended  January 31, 1997,  as filed
with the Securities and Exchange  Commission on March 14, 1997 and in its Annual
Report on Form 10-K for the fiscal year ended  October 31,  1996,  as filed with
the  Securities  and Exchange  Commission  on January 29, 1997.  The  historical
financial  statements  of Dock Resins are  included as Exhibit 99.1 to this Form
8-K/A.

                                      -7-

<PAGE>


<TABLE>
                               LANDEC CORPORATION
                          UNAUDITED PRO FORMA CONDENSED
                             COMBINED BALANCE SHEET
                                January 31, 1997
                                 (in thousands)
<CAPTION>

                                                                           Landec      Dock Resins    Pro Forma       Pro Forma
                                                                         Corporation   Corporation    Adjustments      Combined
                                                                         -----------   -----------    -----------      --------
                  Assets
<S>                                                                        <C>         <C>            <C>              <C>
Current Assets:
   Cash and cash equivalents                                               $ 10,370    $    610       $ (8,838)(c)     $  2,142
                                                                                                        (3,263)(e)       (3,263)
   Short-term investments                                                    24,429         837           (837)(b)       24,429
   Restricted investment                                                       --          --            8,838 (c)        8,838
   Accounts receivable, net                                                     102       1,702           --              1,804
   Inventory                                                                    478       1,555            249 (a&d)      2,282
                                                                                                            72 (b)           72
   Prepaid expenses and other current assets                                    215         106           --                321
                                                                           --------    --------       --------         --------
Total Current Assets                                                         35,594       4,810         (3,779)          36,625

Property and equipment, net                                                   1,255       1,588            924 (a)        3,767
                                                                                                           268 (b)          268
Intangible assets                                                              --          --            7,074 (a)        7,074
Other assets                                                                    125        --             --                125
                                                                           --------    --------       --------         --------
                                                                           $ 36,974    $  6,398       $  4,487         $ 47,859
                                                                           ========    ========       ========         ========
           Liabilities and Stockholders' Equity
Current Liabilities:
   Accounts Payable                                                        $    298    $  1,084           --           $  1,382
   Accrued compensation                                                         307         947           (834)(b)          420
   Other accrued liabilities                                                    202         459          1,013 (a)         1,674
                                                                                                          (420)(b)         (420)
   Payable related to acquisition of Dock
     Resins                                                                    --          --            8,962 (e)        8,962
                                                                               --          --              442 (a)          442
   Income taxes payable                                                        --            13            (13)(b)         --
   Borrowings under revolving line of credit                                   --            25            (25)(b)         --
   Current portion of long term debt                                            237          92            (86)(b)          243
   Deferred revenue                                                             229        --             --                229
                                                                           --------    --------       --------         --------
Total Current Liabilities                                                     1,273       2,620          9,039           12,932

Non-current portion of long term debt                                           267         778           (752)(b)          293
Deferred compensation                                                          --           124           --                124

Stockholders' Equity:
   Common stock - Landec                                                     68,296        --            2,098 (e)       70,394
   Notes receivable from shareholders -
   Landec                                                                       (13)       --             --                (13)
   Deferred compensation - Landec                                              (283)       --             --               (283)
   Accumulated deficit - Landec                                             (32,566)       --           (3,022)(a)      (35,588)
   Common stock - Dock Resins                                                  --            79            (79)(a)         --
   Treasury stock - Dock Resins                                                --          (355)           355 (a)         --
   Retained earnings - Dock Resins                                             --         3,152         (3,152)(a)         --
                                                                           --------    --------       --------         --------
Total Stockholders' Equity                                                   35,434       2,876         (3,800)          34,510
                                                                           --------    --------       --------         --------
                                                                           $ 36,974    $  6,398       $  4,487         $ 47,859
                                                                           ========    ========       ========         ========


<FN>
                                              See accompanying notes
</FN>
</TABLE>

                                                                -8-

<PAGE>


                               LANDEC CORPORATION
                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                             COMBINED BALANCE SHEET
                                January 31, 1997


1. BASIS OF PRESENTATION

The unaudited pro forma condensed  combined  balance sheet  information has been
prepared by combining  the  historical  consolidated  balance sheet of Landec at
January 31, 1997 with the  historical  balance sheet of Dock Resins at March 31,
1997,  and gives effect to the pro forma  adjustments  as described in the notes
below.

(a)      The acquisition of Dock Resins,  which was accounted for as a purchase,
         has been recorded  based upon  available  information  and upon certain
         assumptions   that   Landec   believes   are   reasonable   under   the
         circumstances.  Estimated  acquisition  expenses of $1,455,000  include
         approximately   $1,013,000  of  finder's   fees,   legal,   accounting,
         consulting and miscellaneous  costs and approximately  $442,000 payable
         to the former  shareholder of Dock Resins.  The purchase price has been
         allocated  to the  acquired  assets  and  liabilities  based  on  their
         relative  fair  market  values,  subject  to final  adjustments.  These
         allocations are based on independent  valuations and other studies. The
         final values may differ from those set forth below.


                                                                 (In thousands)
                                                                 --------------

         Estimated purchase price (Note e)                           $14,323
         Estimated acquisition expenses                                1,455
                                                                     -------
         Total estimated acquisition cost                            $15,778
                                                                     =======

         Historical net book value of the assets at March 31, 1997   $ 2,876
         Increase in net book value of assets acquired (Note b)        1,633
         Net write-up of inventories (Note d)                            249
         Write-up of property, plant and equipment                       924
         Covenant not to compete                                          77
         Customer base                                                   496
         Work force in place                                             690
         Trademark                                                       775
         Developed technology                                          5,036
         In-process research and development                           3,022
                                                                     -------
                                                                     $15,778
                                                                     =======


         In accordance with general accepted accounting principles,  Landec will
         allocate approximately $3.0 million of the purchase price to in-process
         research  and  development.  This  amount  will be taken as a charge to
         operations  for the  quarter  ending  April 30,  1997,  resulting  in a
         corresponding  charge to retained  earnings.  This  one-time  charge is
         reflected in the unaudited pro forma condensed  combined  balance sheet
         but not in the unaudited pro forma combined statement of operations due
         to its unusual, non-recurring nature.

                                      -9-

<PAGE>


                               LANDEC CORPORATION
                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                             COMBINED BALANCE SHEET
                                January 31, 1997




(b)      The increase in the net book value of the assets from March 31, 1997 to
         the close date of April 18,  1997 is a result of an increase in the net
         book value of assets  acquired due to operating  activities  from March
         31, 1997 to April 18, 1997 and the  elimination  of certain  assets and
         liabilities that were not assumed by Landec in the acquisition.

(c)      Restricted cash in the form of an irrevocable, non-transferable, direct
         pay  letter of credit  was set  aside by  Landec  as  security  for the
         promissory  note issued in connection with the purchase of Dock Resins.
         This  instrument,  which  was  subordinated  by a  certificate  of time
         deposit, matures in January, 1998.

(d)      Landec will write-up the value of Dock Resins inventory to market value
         (selling price less selling expenses) in connection with its allocation
         of the  aggregate  purchase  price for the  acquisition.  This write-up
         includes the impact of the change in accounting policy from the LIFO to
         the FIFO inventory method. Landec will charge this net write-up to cost
         of goods sold during fiscal year 1997.

(e)      The acquisition by Landec for all of the  outstanding  capital stock of
         Dock Resins was exchanged for the following:

                                                   (In thousands)
                                                   --------------
                  Landec common stock                 $ 2,098
                  Promissory note and other payable     8,962
                  Cash paid at closing                  3,263
                                                      -------
                  Purchase price                      $14,323
                                                      =======

         A  secured  promissory  note for $8.5  million  and  other  payable  of
         approximately $462,000 related to the acquisition are due to the former
         shareholder of Dock Resins and are due in January, 1998.

         Furthermore,  $1.5  million  of the cash  consideration  and all of the
         equity  consideration was set aside in escrow to cover costs associated
         with  certain  outstanding  obligations  of Dock  Resins as well as any
         potential breach of representations  and warranties made by Dock Resins
         in connection with the acquisition.

                                      -10-

<PAGE>


<TABLE>
                               LANDEC CORPORATION
                               UNAUDITED PRO FORMA
                        COMBINED STATEMENT OF OPERATIONS
                       Three Months Ended January 31, 1997
                    (in thousands, except per share amounts)


<CAPTION>
                                                                Landec         Dock Resins         Pro Forma         Pro Forma
                                                             Corporation       Corporation        Adjustments         Combined
                                                           ---------------    --------------    ---------------    ---------------
<S>                                                            <C>              <C>                     <C>             <C>
Revenues:
     Product sales                                             $    173         $  3,479                --              $  3,652
     License fees                                                  --               --                  --                  --
     Research and development revenues                              217             --                  --                   217
                                                               --------         --------            --------            --------
Total revenues                                                      390            3,479                --                 3,869


Operating costs and expenses
     Cost of product sales                                          309            2,153                  84(b)            2,546
                                                                                                          13(a)               13
     Research and development                                       916              312                --                 1,228
     Selling, general and administrative                            934              751                  51(b)            1,736
                                                                                                          (5)(d)              (5)
                                                               --------         --------            --------            --------
Total operating costs and expenses                                2,159            3,216                 143               5,518
                                                               --------         --------            --------            --------
Operating income (loss)                                          (1,769)             263                (143)             (1,649)

Interest income                                                     494               11                --                   505
Interest expense                                                    (20)             (23)                 20(d)              (23)
                                                               --------         --------            --------            --------
Income (loss) before income taxes                                (1,295)             251                (123)             (1,167)

Provision (benefit) for state income tax                           --                (24)                 36(e)               12
                                                               --------         --------            --------            --------
Net income (loss)                                              $ (1,295)             275                (159)           $ (1,179)
                                                               ========         ========            ========            ========

Net income (loss) per share                                    $  (0.12)                                                $  (0.11)
                                                               ========                                                 ========
Shares used in calculating per share
information
                                                                 10,760                                  396(c)           11,156
                                                               ========                             ========            ========

<FN>
                             See accompanying notes.
</FN>
</TABLE>

                                                                -11-

<PAGE>


                               LANDEC CORPORATION
                          NOTES TO UNAUDITED PRO FORMA
                        COMBINED STATEMENT OF OPERATIONS
                                January 31, 1997


The unaudited pro forma condensed combined  statement of operations  information
has  been  prepared  by  combining  the  historical  consolidated  statement  of
operations  of Landec  for the three  months  ended  January  31,  1997 with the
historical  statement  of  operations  of Dock Resins for the three months ended
March 31, 1997,  and gives effect to the pro forma  adjustments  as described in
the notes below.

(a)      Depreciation expense of $13,000 for the write-up of property, plant and
         equipment  arising from the Dock Resins  acquisition was reflected as a
         pro forma adjustment.

<TABLE>
(b)      Amortization  expense of intangible assets arising from the Dock Resins
         acquisition  as shown below is reflected  in the pro forma  adjustments
         and detailed as follows (dollars in thousands):
<CAPTION>

                                                                        PERIOD OF             THREE MONTH
                                                  AMOUNT              AMORTIZATION           AMORTIZATION
                                          --------------             --------------      ----------------
<S>                                             <C>                     <C>                 <C>
        Intangible assets:
        Covenant not to compete                 $      77                5 years            $         4
        Customer base                                 496               10 years                     12
        Work force in place                           690                7 years                     25
        Trademark                                     775               20 years                     10
        Developed technology                        5,036               15 years                     84
                                           --------------                                --------------
                                                $   7,074                                   $       135
                                           ==============                                ==============
</TABLE>


(c)      The pro forma  adjustments  reflects the issuance of 396,039  shares of
         Landec common stock that were  exchanged as part of the  acquisition of
         Dock Resins.  These shares were assumed to have been issued on November
         1, 1995 for purposes of the pro forma statement of operations.

(d)      Interest  expense and loan  guarantee  fees that arose from the debt of
         Dock  Resins  have  been  eliminated  as the  debt was  assumed  by the
         previous owner upon the close of the acquisition.

(e)      Income tax expense  associated with Dock Resins on an historical  basis
         reflects "S" Corporation  status.  The pro forma adjustment  eliminates
         this status which  provided a benefit  resulting from the reversal of a
         prior-year  accrual and assumes "C" Corporation  status for Dock Resins
         for federal and state income tax purposes.

                                      -12-

<PAGE>


<TABLE>
                               LANDEC CORPORATION
                               UNAUDITED PRO FORMA
                        COMBINED STATEMENT OF OPERATIONS
                      Twelve Months Ended October 31, 1996
                    (In thousands, except per share amounts)


<CAPTION>
                                                                  Landec         Dock Resins          Pro Forma          Pro Forma
                                                                Corporation      Corporation          Adjustments         Combined
                                                             ----------------  ---------------      ---------------    -------------
<S>                                                               <C>              <C>                 <C>                 <C>
Revenues:
     Product sales                                                $    755         $ 13,498            $   --              $ 14,253
     License fees                                                      600             --                  --                   600
     Research and development revenues                               1,096             --                  --                 1,096
                                                                  --------         --------            --------            --------
Total revenues                                                       2,451           13,498                --                15,949
                                                                  --------         --------            --------            --------

Operating costs and expenses
     Cost of product sales                                           1,004            8,540                 249(d)            9,793
                                                                                                            336(b)              336
                                                                                                             52(a)               52
     Research and development                                        3,808            1,097                --                 4,905
     Selling, general and administrative                             3,288            3,183                 202(b)            6,673
                                                                      --               --                   (17)(e)             (17)
                                                                  --------         --------            --------            --------
Total operating costs and expenses                                   8,100           12,820                 822              21,742
                                                                  --------         --------            --------            --------
Operating income (loss)                                             (5,649)             678                (822)             (5,793)

Interest income                                                      1,548               18                --                 1,566
Interest expense                                                       (99)             (96)               (355)(f)            (550)
                                                                      --               --                    85(e)               85
                                                                  --------         --------            --------            --------
Income (loss ) before income taxes                                  (4,200)             600              (1,092)             (4,692)

Provision for state income tax                                        --                 (5)                  5(g)             --
                                                                  --------         --------            --------            --------
Net income (loss)                                                 $ (4,200)        $    605            $ (1,097)           $ (4,692)
                                                                  ========         ========            ========            ========

Net income (loss) per share                                       $  (0.55)                                                $  (0.58)
                                                                  ========                                                 ========

Shares used in calculating per share
     information                                                     7,699                                  396(c)            8,095
                                                                  ========                             ========            ========


<FN>
                             See accompanying notes.
</FN>
</TABLE>

                                                                -13-

<PAGE>


                               LANDEC CORPORATION
                          NOTES TO UNAUDITED PRO FORMA
                        COMBINED STATEMENT OF OPERATIONS
                                October 31, 1996


The unaudited pro forma combined  statement of operations  information  has been
prepared by combining  the  historical  consolidated  statement of operations of
Landec for the fiscal year ended October 31, 1996 with the historical  statement
of  operations of Dock Resins for the fiscal year ended  December 31, 1996,  and
gives effect to the pro forma adjustments as described in the notes below.

(a)      Depreciation expense of $52,000 for the write-up of property, plant and
         equipment  arising from the Dock Resins  acquisition was reflected as a
         pro forma adjustment.

<TABLE>
(b)      Amortization  expense of intangible assets arising from the Dock Resins
         acquisition  as shown below are reflected in the pro forma  adjustments
         and detailed as follows (dollars in thousands):

<CAPTION>
                                                                        PERIOD OF             ANNUAL
                                                  AMOUNT              AMORTIZATION         AMORTIZATION
                                           --------------            --------------      --------------
<S>                                             <C>                     <C>                 <C>
        Intangible assets:
        Covenant not to compete                 $      77                5 years            $        15
        Customer base                                 496               10 years                     50
        Work force in place                           690                7 years                     98
        Trademark                                     775               20 years                     39
        Developed technology                        5,036               15 years                    336
                                           --------------                                --------------
                                                $   7,074                                   $       538
                                           ==============                                ==============
</TABLE>

(c)      The pro forma  adjustment  reflects the  issuance of 396,039  shares of
         Landec common stock that were  exchanged as part of the  acquisition of
         Dock Resins.  These shares were assumed to have been issued on November
         1, 1995 for purposes of the pro forma statement of operations.

(d)      Cost of product sales includes the charge for the inventory recorded in
         connection  with the  purchase  price  allocation  and assumes that the
         inventory  was sold  during the twelve  months  ended  October 31, 1996
         based on historical inventory turnover.

(e)      Interest  expense and loan  guarantee  fees that arose from the debt of
         Dock  Resins  have  been  eliminated  as the  debt was  assumed  by the
         previous owner upon the close of the acquisition.

(f)      Interest expense  associated with the secured promissory note exchanged
         in the purchase price of Dock Resins.

(g)      Income tax expense  associated with Dock Resins on an historical  basis
         reflects "S" Corporation  status.  The pro forma adjustment  eliminates
         this  status  which  provided a benefit  as a result of the  difference
         between  book and state tax  depreciation  and assumes "C"  Corporation
         status for Dock Resins for federal and state income tax purposes.

                                      -14-


<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Registrant has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                                   LANDEC CORPORATION
                                   (Registrant)


Date:  July 3, 1997                By:      /s/     Joy T. Fry
                                            ----------------------------
                                                    Joy T. Fry
                                            Vice President of Finance and 
                                            Administration and  Chief Financial
                                            Officer

                                      -15-


