
                                  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):    August 28, 1997
                                                  -----------------------


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


                                   California
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                 (State or other jurisdiction of incorporation)


        0-27446                                          94-3025618
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(Commission File Number)                       (IRS Employer Identification No.)


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


Registrant's telephone number, including area code:        (650) 306-1650
                                                      --------------------------


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


<PAGE>


Item 5.    Other Events.

     Pursuant to an Asset Purchase  Agreement between the Registrant and Bissell
Healthcare  Corporation  ("Bissell"),  a Michigan corporation,  dated August 28,
1997 (the "Purchase  Agreement"),  the Registrant sold to Bissell certain assets
associated with the Registrant's  QuickCast(R) line of business (the "Business")
for $950,000.

     In  addition,  pursuant  to a  Technology  License  Agreement  between  the
Registrant  and  Bissell,  dated  August 28,  1997,  the  Registrant  granted an
exclusive  license  to Bissell  with  respect to  intellectual  property  of the
Registrant  relating to the Business in exchange for future royalty on net sales
of  products  and  services   incorporating  such  intellectual   property.   In
consideration  therefor,  Bissell  will pay a license  fee on net  sales for ten
years.

     The cash  consideration  for the  transaction,  as well as the license fee,
were determined by arms-length negotiations between Bissell and the Registrant.


Item 7.    Financial Statements and Exhibits.

     (b) Pro Forma Financial Information.

         The financial  statements  required by Article 11 of Regulation S-X are
expected  to be filed by the  Registrant  within  sixty (60) days of the date of
this Report.

     (c) Exhibits.
         ---------

         10.1*    Asset   Purchase    Agreement   between   Bissell   Healthcare
                   Corporation and Landec Corporation, dated August 28, 1997.

         10.2*    Technology   License  Agreement  between  Bissell   Healthcare
                   Corporation and Landec Corporation, dated August 28, 1997.

         10.3*    Supply  Agreement   between Bissell Healthcare Corporation and
                   Landec Corporation, dated August 28, 1997.

---------
* Confidential treatment requested.


                                      -2-

<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)



Dated:  September 12, 1997                  By:    /s/ Joy T. Fry
                                                   -----------------------------
                                                   Joy T. Fry
                                                   Vice President of Finance and
                                                   Administration and Chief  
                                                   Financial Officer

                                      -3-

<PAGE>


                               LANDEC CORPORATION

                                INDEX TO EXHIBITS


Exhibit No.                      Exhibit Title
-----------                      -------------

10.1*             Asset   Purchase    Agreement   between   Bissell   Healthcare
                  Corporation and Landec Corporation, dated August 28, 1997

10.2*             Technology   License  Agreement  between  Bissell   Healthcare
                  Corporation and Landec Corporation, dated August 28, 1997.

10.3*             Supply Agreement  between Bissell  Healthcare  Corporation and
                  Landec Corporation, dated August 28, 1997.


--------------
* Confidential treatment requested.

                                      -4-

