Exhibit
31.1
CERTIFICATION
I,
Gary
T. Steele, certify that:
1.
I
have
reviewed this quarterly report on Form 10-Q of Landec Corporation;
2.
Based
on
my knowledge, this quarterly report does not contain any untrue statement of
a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not
misleading with respect to the period covered by this quarterly report;
3.
Based
on
my knowledge, the financial statements, and other financial information included
in this quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this quarterly report;
4.
The
registrant's other certifying officer and I are responsible for establishing
and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules
13a-15(e)
and
15d-15(e))
and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f))for the registrant and have:
(a)
designed
such disclosure controls and procedures,
or
caused such disclosure controls and procedures to be designed under our
supervision,
to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;
(b) designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c)
evaluated
the effectiveness of the registrant's disclosure controls and procedures and
presented
in this quarterly report our conclusions about the effectiveness of the
disclosure controls and procedures,
as of
the end of the period covered by this quarterly report
based on
such evaluation,
and
(d) disclosed
in this quarterly report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5.
The
registrant's other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to
the
registrant's auditors and
the
audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
(a)
all
significant deficiencies and material weaknesses
in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
(b)
any
fraud, whether or not material, that involves management or other employees
who
have a significant role in the registrant's internal control
over financial reporting.
Date:
October 6, 2008