

                                  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): August 20, 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:           (650) 306-1650

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


<PAGE>



         The undersigned  Registrant  hereby amends the following items from the
Current Report on Form 8-K filed with the Securities and Exchange  Commission on
October 15, 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

         Item 7 is amended and restated in its entirety to read as follows:

         (a)  Financial Statements of Acquired Business

              The  following  pages  3  through  6  contain  (1)  the  unaudited
              condensed  balance  sheets of  Williams  & Sun,  Inc.,  an Indiana
              corporation ("Williams & Sun") as of July 31, 1997 and October 31,
              1996 and the notes  thereto and (2) the  unaudited  statements  of
              operations  and cash flows of Williams & Sun and the notes thereto
              for the nine  months  ended July 31,  1997 and 1996.  The  audited
              financial  statements of Williams & Sun as of October 31, 1996 and
              1995 and for the years then ended with the Report of Katz,  Sapper
              & Miller, LLP,  Independent Auditors thereon have been included as
              Exhibit 99.1 to this filing.

         (b)  Pro Forma Financial Information

              The  following  pages 7 through 15 contain (1) the  unaudited  pro
              forma  condensed  combined  balance  sheets of the  Registrant and
              Williams & Sun as of July 31,  1997 and the notes  thereto and (2)
              the  unaudited pro forma  combined  statement of operations of the
              Registrant  and  Williams & Sun for the nine months ended July 31,
              1997  and for the  year  ended  October  31,  1996  and the  notes
              thereto.

         (c)  Exhibits

              2.1*+ Agreement  and  Plan  of  Reorganization  by and  among  the
                    Registrant,  Intellicoat  Corporation,  Williams & Sun, Inc.
                    and Michael L. Williams dated August 20, 1997.

              2.2*  Agreement of Merger by and between  Intellicoat  Corporation
                    and Williams & Sun, Inc. dated September 30, 1997.

              2.3*  Articles  of  Merger  of  Williams  & Sun  into  Intellicoat
                    Corporation dated September 30, 1997.

              23.1  Consent of Katz, Sapper & Miller, LLP, Independent Auditors.

              99.1  Williams & Sun Financial Statements for October 31, 1996 and
                    1995 and the years then ended with Report of Katz,  Sapper &
                    Miller, LLP, Independent Auditors.

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

*      Previously filed.
+      The  Registrant  hereby agrees to file with the  Securities  and Exchange
       Commission  any  schedules  or exhibits to such  agreement  which are not
       filed  herewith,   upon  the  request  of  the  Securities  and  Exchange
       Commission.

                                      -2-

<PAGE>


                                             WILLIAMS & SUN, INC.
                                           CONDENSED BALANCE SHEETS
                                                  (Unaudited)
                                                (In thousands)


                                                         July 31,   October 31,
                                                          1997         1996
                                                         ------       ------
                          Assets
Current Assets:
     Cash and cash equivalents                           $  945       $1,435
     Accounts receivable, net                                27            9
     Notes receivable                                      --            350
     Income tax receivable                                 --             16
     Receivables from related parties                       229            8
     Inventories                                            506          152
     Prepaid expenses                                       156          756
                                                         ------       ------
Total Current Assets                                      1,863        2,726
                                                                   
Property and equipment, net                                 921          680
Other assets                                                 44           44
                                                         ------       ------
                                                         $2,828       $3,450
                                                         ======       ======
                                                                   
          Liabilities and Stockholder's Equity                     
Current Liabilities:                                               
     Accounts payable                                    $  222       $  287
     Accrued compensation                                    16           55
     Other accrued liabilities                              777          136
     Deferred revenue                                      --          1,911
     Payables to related parties                           --            332
     Current portion of long term debt                       24           93
                                                         ------       ------
Total Current Liabilities                                 1,039        2,814
                                                                   
Long-term debt                                               91           95
                                                                   
Stockholder's Equity:                                              
     Common stock                                            11           11
     Retained earnings                                    1,687          530
                                                         ------       ------
Total Stockholder's Equity                                1,698          541
                                                         ------       ------
                                                         $2,828       $3,450
                                                         ======       ======
                             See accompanying notes

                                      -3-

<PAGE>


                              WILLIAMS & SUN, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                 (In thousands)


                                                      Nine Months Ended July 31,
                                                          1997            1996
                                                        --------       --------

Net product sales                                       $ 10,647       $  8,070

Operating costs and expenses:
     Cost of product sales                                 5,861          4,369
     Selling, general and administrative                   2,924          2,343
                                                        --------       --------
Total operating costs and expenses                         8,785          6,712
                                                        --------       --------
Income from operations                                     1,862          1,358


Interest and other income                                    103            121
Interest expense                                             (37)           (85)
                                                        --------       --------
Net income before income tax                               1,928          1,394
Provision for  income tax                                    771            558
                                                        --------       --------

Net income                                              $  1,157       $    836
                                                        ========       ========

                             See accompanying notes.

                                      -4-

<PAGE>


<TABLE>
                                             WILLIAMS & SUN, INC.
                                           STATEMENTS OF CASH FLOWS
                                                  (Unaudited)
                                                (In thousands)

<CAPTION>
                                                                                                         Nine Months Ended July 31,
                                                                                                           1997               1996
                                                                                                         -------            -------
<S>                                                                                                      <C>                <C>    
Cash flows from operating activities:
     Net income                                                                                          $ 1,157            $   836
Adjustments to reconcile net income to net cash provided by (used in)
   operating activities:
     Depreciation and amortization                                                                            92                 97
     Changes in operating assets and liabilities:
         Accounts receivable                                                                                 (18)                (3)
         Other receivables                                                                                   145              1,108
         Inventories                                                                                        (354)               520
         Prepaid expenses                                                                                    600              1,100
         Accounts payable                                                                                    (65)              (124)
         Accrued compensation                                                                                (39)                (2)
         Other accrued liabilities                                                                           641                 84
         Payable to related parties                                                                         (332)               (84)
         Deferred revenue                                                                                 (1,911)            (1,493)
                                                                                                         -------            -------
     Total adjustments                                                                                    (1,241)             1,203
                                                                                                         -------            -------
Net cash provided by (used in) operating activities                                                          (84)             2,039
                                                                                                         -------            -------

Cash flows from investing activities:
     Capital expenditures                                                                                   (333)              (102)
     Decrease in other assets                                                                               --                  136
                                                                                                         -------            -------
Net cash provided by (used in) investing activities                                                         (333)                34
                                                                                                         -------            -------

Cash flows from financing activities:
     Long-term debt borrowings                                                                              --                   58
     Payments of long-term debt                                                                              (73)              (939)
                                                                                                         -------            -------
Net cash used in financing activities                                                                        (73)              (881)
                                                                                                         -------            -------

Net increase (decrease) in cash and cash equivalents                                                        (490)             1,192

Cash and cash equivalents at beginning of period                                                           1,435                  6
                                                                                                         -------            -------

Cash and cash equivalents at end of period                                                               $   945            $ 1,198
                                                                                                         =======            =======

<FN>
                                            See accompanying notes.
</FN>
</TABLE>
                                       -5-

<PAGE>


                              WILLIAMS & SUN, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  July 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 Williams &
Sun, Inc. ("Williams & Sun") at July 31, 1997, and the results of operations and
cash flows for the nine months ended July 31, 1997 and 1996. Interim results for
the nine-month periods are not necessarily indicative of operating results to be
expected for the full year.

2.   RECLASSIFICATIONS

Certain  prior year  balances  have been  reclassified  in the balance  sheet to
conform with current year presentation.

3.   INVENTORIES

Inventories  are  stated  at the  lower  of cost  (determined  by the  first-in,
first-out method,  "FIFO") or market. At July 31, 1997 and October 31, 1996, the
FIFO  inventory  value  approximated  current  cost and  consisted  primarily of
carryover seed corn and related packaging  supplies which  represented  finished
goods inventory.

4.   SUBSEQUENT EVENTS

Pursuant  to an  Agreement  and  Plan  of  Reorganization  by and  among  Landec
Corporation  ("Landec"),  Intellicoat  Corporation,  a Delaware  corporation and
wholly-owned  subsidiary  of Landec  ("Intellicoat"),  Williams & Sun an Indiana
corporation  ("Williams & Sun") and Michael L.  Williams,  dated August 20, 1997
(the "Reorganization  Agreement") and a related Agreement of Merger and Articles
of Merger both dated September 30, 1997, Williams & Sun was merged with and into
Intellicoat ("the Merger"). As a result of the Merger, the separate existence of
Williams  &  Sun  has  ceased  and   Intellicoat   continues  as  the  surviving
corporation.  Intellicoat  continues  to conduct  direct  marketing of specialty
hybrid seed corn products with the assets so acquired.

In  connection  with the Merger,  the  shareholders  of Williams & Sun  received
approximately  $2.9  million in cash and  approximately  1.4  million  shares of
Landec common stock. The majority shareholder of Williams & Sun is also entitled
to receive  additional  cash  consideration  from  Intellicoat  depending on the
future  performance  of the  business  acquired.  The  timing  and amount of the
consideration  paid in connection  with the Merger was the result of arms-length
negotiations between representatives of Landec, Intellicoat and Williams & Sun.

                                      -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 merger
of Intellicoat Corporation ("Intellicoat"),  a wholly owned subsidiary of Landec
Corporation  ("Landec" or, the "Company") and Williams & Sun, Inc.  ("Williams &
Sun").

On May 5, 1997,  the Company filed Current  Report on Form 8-K which was amended
on July 3, 1997,  reporting  that on April 18, 1997 the Company  acquired all of
the outstanding capital stock of Dock Resins Corporation ("Dock Resins").

The pro forma information is based on the historical financial statements of the
Company,  Dock Resins and Williams & Sun giving effect to the transactions under
the purchase  method of accounting and the  assumptions  and  adjustments in the
accompanying notes to the pro forma financial statements. The historical balance
sheet of the Company as of July 31, 1997  includes  Dock  Resins.  The pro forma
condensed  combined  balance  sheet as of July 31,  1997,  gives  effect  to the
Williams & Sun  acquisition  as if it occurred on July 31,  1997.  The pro forma
condensed  combined  statement of operations  for the nine months ended July 31,
1997,  and for the fiscal  year ended  October  31, 1996 give effect to both the
Dock Resins and Williams & Sun  acquisitions  as if they 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
transactions 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 for
Williams & Sun and Dock Resins has been  allocated  to the  acquired  assets and
liabilities  based on their  respective  fair  market  values as  determined  by
independent valuations and other studies. The Pro Forma Financial Statements and
accompanying notes should be read in conjunction with the respective  historical
consolidated  financial  statements of Landec,  Dock Resins, and Williams & Sun,
and the notes  thereto.  The  historical  consolidated  financial  statements of
Landec are  included in its  Quarterly  Report on Form 10-Q for the period ended
July 31, 1997, as filed with the Securities and Exchange Commission on September
15, 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 in the
Company's Form 8-K/A,  as filed with the  Securities and Exchange  Commission on
July 3, 1997. The historical financial statements of Williams & Sun are included
as Exhibit 99.1 to this Form 8-K/A.

                                      -7-

<PAGE>


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

<CAPTION>
                                                                   Landec           Williams &         Pro Forma         Pro Forma
                                                                Corporation              Sun          Adjustments         Combined
                                                               --------------     ---------------   ---------------     ------------
<S>                                                                <C>              <C>             <C>                 <C>     
                  Assets
Current Assets:
   Cash and cash equivalents                                       $  7,740         $    945        $   (738)(a)        $  5,085
                                                                                                          50(b)
                                                                                                      (2,912)(c)
   Short-term investments                                            11,280             --              --                11,280
   Restricted investment                                              8,837             --              --                 8,837
   Accounts receivable, net                                           2,318               27             (13)(b)           2,332
   Receivables from related parties                                    --                229            (229)(b)            --
   Inventory                                                          2,125              506            --                 2,631
   Prepaid expenses and other current assets                            567              156             302(b)            1,025
                                                                   --------         --------        --------            --------
Total Current Assets                                                 32,867            1,863          (3,540)             31,190

Property and equipment, net                                           4,078              921              74(b)            5,073
Intangible assets                                                     6,916             --             8,246(a)           15,162
Other assets                                                            202               44             (44)(b)             202
                                                                   --------         --------        --------            --------
                                                                   $ 44,063         $  2,828        $  4,736            $ 51,627
                                                                   ========         ========        ========            ========

     Liabilities and Stockholders' Equity
Current Liabilities:
   Accounts Payable                                                $  1,079         $    222             120(b)         $  1,421
   Accrued compensation                                                 441               16             114(b)              571
   Other accrued liabilities                                            694              777            (630)(b)             841
   Payable related to acquisition of Dock Resins                      9,105             --              --                 9,105
   Current portion of long term debt                                    292               24             (24)(b)             292
   Deferred revenue                                                     104             --             1,770(a)            1,874
                                                                   --------         --------        --------            --------
Total Current Liabilities                                            11,715            1,039           1,350              14,104

Non-current portion of long term debt                                   129               91             (91)(b)             129
Deferred compensation                                                   135             --              --                   135

Stockholders' Equity:
   Common stock - Landec                                             70,490             --             5,175(c)           75,665
   Notes receivable from shareholders - Landec                          (13)            --              --                   (13)
   Deferred compensation - Landec                                      (226)            --              --                  (226)
   Accumulated deficit - Landec                                     (38,167)            --              --               (38,167)
   Common stock - Williams & Sun                                       --                 11             (11)(a)             --
   Retained earnings - Williams & Sun                                  --              1,687          (1,687)(a)            --
                                                                   --------         --------        --------            --------
Total Stockholders' Equity                                           32,084            1,698           3,477              37,259
                                                                   --------         --------        --------            --------
                                                                   $ 44,063         $  2,828        $  4,736            $ 51,627
                                                                   ========         ========        ========            ========

<FN>
                                              See accompanying notes.
</FN>
</TABLE>
                                      -8-


<PAGE>


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


1. BASIS OF PRESENTATION

The unaudited pro forma condensed  combined  balance sheet  information has been
prepared by combining  the  unaudited  condensed  consolidated  balance sheet of
Landec with the unaudited  condensed balance sheet of Williams & Sun at July 31,
1997,  and gives effect to the pro forma  adjustments  as described in the notes
below.

(a)    The acquisition of Williams & Sun, 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 $738,000 includes expenses for finder's
       fees, legal, accounting, consulting and miscellaneous costs. 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 c)                           $      8,087
       Estimated acquisition expenses                                       738
                                                                   ------------
       Total estimated acquisition cost                            $      8,825
                                                                   ============

       Historical net book value of the assets at July 31, 1997    $      1,698
       Decrease in net book value of assets acquired (Note b)            (1,119)
       Covenant not to compete                                              200
       Customer base                                                      1,900
       Work force in place                                                  220
       Tradename                                                          4,200
       Goodwill                                                           1,726
                                                                   ------------
                                                                   $      8,825
                                                                   ============

(b)   The decrease in the net book value of the assets from July 31, 1997 to the
      close date of September 30, 1997 is a result of the  difference in the net
      book value of assets  acquired due to operating  activities  from July 31,
      1997 to  September  30,  1997 and the  elimination  of certain  assets and
      liabilities that were not assumed by Landec in the acquisition.

(c)    The  acquisition  by  Landec of  certain  assets  of  Williams  & Sun was
       exchanged for the following:

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

                 Landec common stock (1,425,648 shares)            $      5,175
                 Cash paid at closing                                     2,912
                                                                   ------------
                 Purchase price                                    $      8,087
                                                                   ============

       The majority  shareholder  of Williams & Sun is also  entitled to receive
       additional cash  consideration  from Intellicoat  depending on the future
       performance of the business acquired.

                                      -9-

<PAGE>


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

<CAPTION>
                                                                                                         Williams &
                                                                                         Dock Resins         Sun
                                                  Landec        Dock Resins   Williams &   Pro Forma      Pro Forma       Pro Forma
                                                Corporation     Corporation*     Sun      Adjustments    Adjustments       Combined
                                                -----------     -----------   ---------   -----------    -----------      ----------
<S>                                              <C>             <C>          <C>          <C>             <C>             <C>     
Revenues:
     Product sales                               $  5,076        $  6,719     $ 10,647     $   --          $   --          $ 22,442
     Research and development
       revenues                                       671            --           --                                            671
                                                 --------        --------     --------     --------        --------        -------- 
Total revenues                                      5,747           6,719       10,647         --              --            23,113
Operating costs and expenses
     Cost of product sales                          3,731           4,766        5,861           19(a)         --            14,531
                                                                                                154(b)         
     Research and development                       3,316             613         --           --              --             3,929
     Selling, general and                           3,715           1,024        2,924           93(b)          428(g)        8,176
       administrative                                                                            (8)(c)
     Purchase of in-process
       research and development                     3,022            --           --         (3,022)(d)        --              --
                                                 --------        --------     --------     --------        --------        -------- 
Total operating costs and expenses                 13,784           6,403        8,785       (2,764)            428          26,636
                                                 --------        --------     --------     --------        --------        -------- 
Operating income (loss)                            (8,037)            316        1,862        2,764            (428)         (3,523)

Interest and other income                           1,353              26          103         --              --             1,482
Interest expense                                     (197)            (61)         (37)          49(c)           41(h)         (205)
                                                 --------        --------     --------     --------        --------        -------- 
Income (loss) before income taxes                  (6,881)            281        1,928        2,813            (387)         (2,246)

Provision (benefit) for state
     income tax                                      --               (49)         771           54(e)         (698)(i)          78
                                                 --------        --------     --------     --------        --------        -------- 
Net income (loss)                                $ (6,881)       $    330     $  1,157     $  2,759        $    311        $ (2,324)
                                                 ========        ========     ========     ========        ========        ======== 


Net loss per share                               $  (0.63)                                                                 $  (0.18)
                                                 ========                                                                  ======== 

Shares used in calculating per
share information                                  10,938                                       262(f)        1,426(j)       12,626
                                                 ========                                  ========        ========        ======== 

<FN>
* Represents the results of operations of Dock Resins for the period November 1,
1996 to April 18, 1997. On April 18, 1997, all of the outstanding  capital stock
of Dock Resins was  purchased  by Landec,  and,  accordingly,  the  consolidated
statement of  operations  of Landec  include the results of  operations  of Dock
Resins from April 19, 1997 through July 31, 1997.
</FN>
</TABLE>

                                      -10-

<PAGE>


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


The unaudited pro forma combined  statement of operations  information  has been
prepared by combining  the  unaudited  consolidated  statement of  operations of
Landec, the unaudited statement of operations of Dock Resins for the period from
November  1,  1996 to April  18,  1997 (the date  upon  which  Dock  Resins  was
acquired),  and the unaudited  statement of operations of Williams & Sun for the
nine months ended July 31, 1997,  and gives effect to the pro forma  adjustments
as described in the notes below.

Dock Resins
-----------
(a)    Represents  depreciation expense for the write-up of property,  plant and
       equipment arising from the Dock Resins acquisition.

(b)    Represents  amortization  expense of intangible  assets  arising from the
       Dock Resins acquisition.

(c)    Represents the  elimination  of interest  expense and loan guarantee fees
       that  arose  from the  debt of Dock  Resins  which  was  retained  by the
       previous owner upon the close of the acquisition.

(d)    In  accordance  with  general  accepted  accounting  principles,   Landec
       allocated  approximately $3.0 million of the purchase price to in-process
       research and  development.  This amount was  reflected in the  historical
       consolidated  financial  statements  of the Company as of July 31,  1997.
       However, due to its non-recurring nature, this charge is reflected in the
       unaudited pro forma  condensed  combined  balance  sheet,  but not in the
       unaudited pro forma combined statement of operations.

(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
       state income tax purposes only since the Company on a consolidated  basis
       generated a loss.

(f)    The pro forma  adjustment  reflects  the  issuance  of 396,096  shares of
       Landec common stock on April 18, 1997 that were issued in connection with
       the  acquisition  of Dock Resins.  These shares were assumed to have been
       issued  on  November  1, 1995 for  purposes  of pro  forma  statement  of
       operations,  the  weighting of which from  November 1, 1996 through April
       18, 1997 resulted in an additional 262,000 shares used in calculating the
       per share  information.  For the period  from April 19,  1997 to July 31,
       1997,  the shares  issued in the  acquisition  were  included in Landec's
       historical share calculation.

Williams & Sun
--------------
(g)    Represents  amortization  expense of intangible  assets  arising from the
       Williams & Sun acquisition reflected as follows (dollars in thousands):


                                                    Period of        Nine Months
                                     Amount       Amortization      Amortization
                                   ---------      ------------      ------------

        Intangible assets:
        Covenant not to compete    $     200         5 years          $     30
        Customer base                  1,900        10 years               142
        Work force in place              220         5 years                33
        Tradename                      4,200        20 years               158
        Goodwill                       1,726        20 years                65
                                   ---------                          --------
                                   $   8,246                          $    428
                                   =========                          ========

(h)    Represents the  elimination of interest  expense that arose from the debt
       of Williams & Sun which was retained by the previous owner upon the close
       of the acquisition.

(i)    Represents  the  elimination  of federal tax as a result of the pro forma
       consolidated net loss of the Company.

                                      -11-

<PAGE>


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

(j)    Represents  the issuance of 1,425,648  shares of Landec common stock that
       were exchanged as part of the acquisition of Williams & Sun. These shares
       were  assumed to have been issued on November 1, 1995 for purposes of the
       pro forma statement of operations.

                                      -12-

<PAGE>


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

<CAPTION>
                                                                                                         Williams &
                                                                                          Dock Resins       Sun
                                                  Landec        Dock Resins   Williams &   Pro Forma      Pro Forma       Pro Forma
                                                Corporation     Corporation      Sun      Adjustments    Adjustments       Combined
                                                -----------     -----------   ---------   -----------    -----------      ----------

<S>                                             <C>             <C>          <C>          <C>              <C>             <C>     
Revenues:
     Product sales                              $    755        $ 13,498     $  8,075     $   --           $   --          $ 22,328
     License fees                                    600            --           --           --               --               600
     Research and development
       revenues                                    1,096            --           --           --               --             1,096
                                                --------        --------     --------     --------         --------        -------- 
Total revenues                                     2,451          13,498        8,075         --               --            24,024


Operating costs and expenses
     Cost of product sales                         1,004           8,540        4,361          249(d))         --            14,542
                                                                                               336(b)                          
                                                                                                52(a)                          
     Research and development                      3,808           1,097         --           --               --             4,905
     Selling, general and                          3,288           3,183        3,399          202(b)           570(h)       10,625
       administrative                                                                          (17)(e)                          
                                                --------        --------     --------     --------         --------        -------- 
Total operating costs and expenses                 8,100          12,820        7,760          822              570          30,072
                                                --------        --------     --------     --------         --------        -------- 
Operating income (loss)                           (5,649)            678          315         (822)            (570)         (6,048)

Interest and other income                          1,548              18          148                           --            1,714
Interest expense                                     (99)            (96)         (81)        (355)(f)           81(i)         (465)
                                                                                                85 (e)
                                                --------        --------     --------     --------         --------        -------- 
Income (loss) before income taxes                 (4,200)            600          382       (1,092)            (489)         (4,799)


Provision (benefit) for state
     income tax                                     --                (5)         140            5(g)          (140)(j)        --
                                                --------        --------     --------     --------         --------        -------- 
Net income (loss)                               $ (4,200)       $    605     $    242     $ (1,097)        $   (349)       $ (4,799)
                                                ========        ========     ========     ========         ========        ======== 


Net income (loss) per share                     $  (0.55)                                                                  $  (0.50)
                                                ========                                                                   ======== 
 
Shares used in calculating per
share information                                  7,699                                       396(c)         1,426(k)        9,521
                                                ========                                  ========         ========        ======== 

<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, the  historical  statement of
operations  of Dock  Resins  for the  year  ended  December  31,  1996,  and the
historical  statement of  operations of Williams & Sun for the fiscal year ended
October 31, 1996 and gives effect to the pro forma  adjustments  as described in
the notes below.

Dock Resins
-----------
(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.

(b)    Represents  amortization  expense of intangible  assets  arising from the
       Dock Resins acquisition.

(c)    The pro forma  adjustment  reflects  the  issuance  of 396,039  shares of
       Landec common stock that were issued in connection  with 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  retained  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  resulting  from  the  reversal  of a
       prior-year  accrual and assumes  "C"  Corporation  status for Dock Resins
       which  requires the  elimination of the income tax expense as a result of
       the pro forma combined net loss.

Williams & Sun
--------------
(h)    Represents  amortization  expense of intangible  assets  arising from the
       Williams & Sun acquisition reflected as follows (dollars in thousands):


                                                      Period of        Annual
                                        Amount      Amortization    Amortization
                                        ------      ------------    ------------

        Intangible assets:
        Covenant not to compete       $     200        5 years        $      40
        Customer base                     1,900       10 years              190
        Work force in place                 220        5 years               44
        Tradename                         4,200       20 years              210
        Goodwill                          1,726       20 years               86
                                      ---------                       ---------
                                      $   8,246                       $     570
                                      =========                       =========

                                      -14-

<PAGE>


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


(i)    Represents the  elimination of interest  expense that arose from the debt
       of Williams & Sun which was retained by the previous owner upon the close
       of the acquisition.

(j)    Represents  the  elimination of income tax expense as a result of the pro
       forma combined net loss.

(k)    Represents  the issuance of 1,425,648  shares of Landec common stock that
       were exchanged as part of the acquisition of Williams & Sun. These shares
       were  assumed to have been issued on November 1, 1995 for purposes of the
       pro forma statement of operations.

                                      -15-


<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:  December 15, 1997         By:  /s/    Joy T. Fry
                                      ---------------------
                                             Joy T. Fry
                                      Vice President of Finance and
                                      Administration and Chief Financial Officer

                                      -16-


