As filed with the Securities and Exchange Commission on June 13, 1997
                                                       Registration No. 33-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                            ------------------------
                               LANDEC CORPORATION
             (Exact name of Registrant as specified in its charter)

      California                                        94-3025618
 (State of incorporation)                   (I.R.S. Employer Identification No.)

                                3603 Haven Avenue
                            Menlo Park, CA 94025-1010
                    (Address of principal executive offices)
                            ------------------------
                             1996 Stock Option Plan
                      1996 Non-Executive Stock Option Plan
                            (Full title of the Plans)
                            ------------------------
                                 Gary T. Steele
                       President & Chief Executive Officer
                               LANDEC CORPORATION
                                3603 Haven Avenue
                            Menlo Park, CA 94025-1010
                                 (415) 306-1650
 (Name, address and telephone number, including area code, of agent for service)
                            ------------------------
                                   Copies to:

                                  Tae Hea Nahm
                                VENTURE LAW GROUP
                               2800 Sand Hill Road
                          Menlo Park, California 94025
                                 (415) 854-4488

                               Page 1 of 13 Pages
                             Exhibit Index on Page 7
                            ------------------------

<TABLE>
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
<CAPTION>
                                                                     Proposed
                                                Maximum Amount        Maximum      Proposed Maximum     Amount of
                                                     to be        Offering Price       Aggregate      Registration
    Title of Securities to be Registered         Registered(1)     Per Share(2)    Offering Price(2)       Fee
---------------------------------------------- ------------------ ---------------- ------------------ --------------
<S>                                             <C>                 <C>              <C>              <C>
1996 Stock Option Plan
   Common Stock.............................    750,000 Shares      $5.25            $3,937,500       $1,193.00
1996 Non-Executive Stock Option Plan
   Common Stock.............................    750,000 Shares      $5.25            $3,937,500       $1,193.00
====================================================================================================================
<FN>
(1)      This  Registration  Statement shall also cover any additional shares of
         Common  Stock  which  become  issuable  under  any of the  Plans  being
         registered  pursuant to this  Registration  Statement  by reason of any
         stock  dividend,  stock split,  recapitalization  or any other  similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the Registrant's  outstanding shares of
         Common Stock.

(2)      Estimated  in  accordance  with  Rules  457(c)  and  457(h)  under  the
         Securities Act solely for the purpose of calculating  the  registration
         fee. The computation with respect to unissued options is based upon the
         average high and low sale prices of the Common Stock as reported on the
         Nasdaq National Market on June 10, 1997.
</FN>
====================================================================================================================
</TABLE>


<PAGE>


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") are hereby incorporated by reference:

     (a) The Registrant's  Annual Report on Form 10-K, filed on January 29, 1997
pursuant to Section  13(a) of the  Securities  Exchange Act of 1934,  as amended
(the "Exchange Act") and any amendments thereto.  The Registrant's Annual Report
contains audited  financial  statements for the Registrant's  fiscal years ended
October 31, 1996 and 1995.

     (b) The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
January  31,  1997,  filed on March 14, 1997  pursuant  to Section  13(a) of the
Exchange Act.

     (c) The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Exchange Act on December 21, 1995,  including any amendment or
report filed for the purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
part hereof from the date of filing such documents.

Item 4.  Description of Securities.  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Certain  legal  matters with respect to the legality of the issuance of the
Common Stock registered hereby will be passed upon for the Registrant by Venture
Law  Group,  Menlo  Park,  California.  As of  the  date  of  this  Registration
Statement,  certain members of Venture Law Group and investment  partnerships of
which  members of Venture Law Group are partners  beneficially  own 5,771 shares
and an option for 3,478 shares,  respectively,  of the Registrant's Common Stock
in the aggregate.

Item 6.  Indemnification of Directors and Officers.

     The  Registrant's  Articles of  Incorporation  reduces the  liability  of a
director  to the  corporation  or its  shareholders  for  monetary  damages  for
breaches of his or her fiduciary duty of care to the fullest extent  permissible
under  California  law.  The  Bylaws  of  the  Registrant  further  provide  for
indemnification  of  corporate  agents to the maximum  extent  permitted  by the
California  Corporations  Code.  In addition,  the  Registrant  has entered into
Indemnification Agreements with its officers and directors.

Item 7.  Exemption from Registration Claimed.  Not applicable.

                                      -2-

<PAGE>


Item 8.  Exhibits.

    Exhibit
    Number
    ------
     5.1     Opinion of Venture Law Group,  a  Professional  Corporation,  as to
             legality of securities being registered.
     23.1    Consent of Venture Law Group, a Professional  Corporation (included
             in Exhibit 5.1 hereto).
     23.2    Consent of Independent Auditors (see page 6).
     24.1    Powers of Attorney (see page 5).

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  registration  statement  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

         (2) that,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) to remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer  or  controlling  person  of the  Registrant  in a
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered hereunder,  the Registrant will, unless in the opinion of its counsel
the  matter  has been  settled by  controlling  precedent,  submit to a court of
appropriate  jurisdiction the question whether such indemnification by itself is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                            [Signature Pages Follow]

                                      -3-

<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
LANDEC CORPORATION,  a corporation  organized and existing under the laws of the
State of California, certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Menlo Park,  State of California,  on this June
12, 1997.

                                             LANDEC CORPORATION


                                             By:      /s/ Gary T. Steele
                                                     ---------------------------
                                                     Gary T. Steele
                                                     President & Chief Executive
                                                     Officer

                                      -4-

<PAGE>

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints Gary T. Steele and Joy T. Fry,  jointly
and severally,  his or her  attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him or her and in his or her name, place or
stead,  in any and all capacities,  to sign any amendments to this  Registration
Statement on Form S-8, and to file such  amendments,  together with exhibits and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  to  each  attorney-in-fact  and  agent,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the  attorneys-in-fact and agents,
or his or her  substitute or  substitutes,  may do or cause to be done by virtue
hereof.

<TABLE>
     Pursuant to the requirements of the Securities Act of 1933 as Amended, this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<CAPTION>

               Signature                                    Title                               Date
               ---------                                    -----                               ----

<S>                                      <C>                                                 <C>
/s/ Gary T. Steele                       President, Chief Executive Officer and              June 11, 1997
------------------------------------       Chairman of the Board of Directors
Gary T. Steele                             (Principal Executive Officer)

/s/ Joy T. Fry                           Vice President, Finance and Administration          June 11, 1997
------------------------------------       and Chief Financial Officer (Principal
Joy T. Fry                                 Financial and Accounting Officer)

/s/ Ray F. Stewart                       Vice President, Technology and Director             June 11, 1997
------------------------------------
Ray F. Stewart, Ph.D.

/s/ Stephen E. Halprin                   Director                                            June 11, 1997
------------------------------------
Stephen E. Halprin

/s/ Kirby L. Cramer                      Director                                            June 11, 1997
------------------------------------
Kirby L. Cramer

/s/ Richard S. Schneider                 Director                                            June 11, 1997
------------------------------------
Richard S. Schneider, Ph.D.

/s/ Richard Dulude                       Director                                            June 11, 1997
------------------------------------
Richard Dulude

/s/ Damion E. Wicker                     Director                                            June 11, 1997
------------------------------------
Damion E. Wicker, M.D.
</TABLE>

                                                           -5-

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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

                                    EXHIBITS
             ------------------------------------------------------


                       Registration Statement on Form S-8

                               LANDEC CORPORATION

                                  June 12, 1997


                                      -6-

<PAGE>



<TABLE>
                                                 INDEX TO EXHIBITS
<CAPTION>


  Exhibit                                                                    
   Number                                                                    
   ------                                                                   
    <S>       <C>                                                           
    5.1       Opinion of Venture Law Group, a Professional Corporation.   

    23.1      Consent of Venture Law Group, a Professional Corporation     
              (included in Exhibit 5.1).

    23.2      Consent of Independent Auditors.                              

    24.1      Powers of Attorney (see p. 5).                                

</TABLE>
                                    -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16071}]
{"company-data": {"conformed-name": "LANDEC CORP \\CA\\", "cik": "0001005286", "assigned-sic": "2821", "irs-number": "943025618", "state-of-incorporation": "CA", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29103", "film-number": "97623333"}, "business-address": {"street1": "3603 HAVEN AVE", "city": "MENLO PARK", "state": "CA", "zip": "94025", "phone": "4152613697"}, "mail-address": {"street1": "3603 HAVEN AVE", "city": "MINLO PARK", "state": "CA", "zip": "94025"}}
As filed with the Securities and Exchange Commission on June 13, 1997
                                                       Registration No. 33-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                            ------------------------
                               LANDEC CORPORATION
             (Exact name of Registrant as specified in its charter)

      California                                        94-3025618
 (State of incorporation)                   (I.R.S. Employer Identification No.)

                                3603 Haven Avenue
                            Menlo Park, CA 94025-1010
                    (Address of principal executive offices)
                            ------------------------
                             1996 Stock Option Plan
                      1996 Non-Executive Stock Option Plan
                            (Full title of the Plans)
                            ------------------------
                                 Gary T. Steele
                       President & Chief Executive Officer
                               LANDEC CORPORATION
                                3603 Haven Avenue
                            Menlo Park, CA 94025-1010
                                 (415) 306-1650
 (Name, address and telephone number, including area code, of agent for service)
                            ------------------------
                                   Copies to:

                                  Tae Hea Nahm
                                VENTURE LAW GROUP
                               2800 Sand Hill Road
                          Menlo Park, California 94025
                                 (415) 854-4488

                               Page 1 of 13 Pages
                             Exhibit Index on Page 7
                            ------------------------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed
                                                Maximum Amount        Maximum      Proposed Maximum     Amount of
                                                     to be        Offering Price       Aggregate      Registration
    Title of Securities to be Registered         Registered(1)     Per Share(2)    Offering Price(2)       Fee
---------------------------------------------- ------------------ ---------------- ------------------ --------------
1996 Stock Option Plan
   Common Stock.............................    750,000 Shares      $5.25            $3,937,500       $1,193.00
1996 Non-Executive Stock Option Plan
   Common Stock.............................    750,000 Shares      $5.25            $3,937,500       $1,193.00
====================================================================================================================
(1)      This  Registration  Statement shall also cover any additional shares of
         Common  Stock  which  become  issuable  under  any of the  Plans  being
         registered  pursuant to this  Registration  Statement  by reason of any
         stock  dividend,  stock split,  recapitalization  or any other  similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the Registrant's  outstanding shares of
         Common Stock.

(2)      Estimated  in  accordance  with  Rules  457(c)  and  457(h)  under  the
         Securities Act solely for the purpose of calculating  the  registration
         fee. The computation with respect to unissued options is based upon the
         average high and low sale prices of the Common Stock as reported on the
         Nasdaq National Market on June 10, 1997.
====================================================================================================================
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") are hereby incorporated by reference:

     (a) The Registrant's  Annual Report on Form 10-K, filed on January 29, 1997
pursuant to Section  13(a) of the  Securities  Exchange Act of 1934,  as amended
(the "Exchange Act") and any amendments thereto.  The Registrant's Annual Report
contains audited  financial  statements for the Registrant's  fiscal years ended
October 31, 1996 and 1995.

     (b) The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
January  31,  1997,  filed on March 14, 1997  pursuant  to Section  13(a) of the
Exchange Act.

     (c) The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Exchange Act on December 21, 1995,  including any amendment or
report filed for the purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
part hereof from the date of filing such documents.

Item 4.  Description of Securities.  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Certain  legal  matters with respect to the legality of the issuance of the
Common Stock registered hereby will be passed upon for the Registrant by Venture
Law  Group,  Menlo  Park,  California.  As of  the  date  of  this  Registration
Statement,  certain members of Venture Law Group and investment  partnerships of
which  members of Venture Law Group are partners  beneficially  own 5,771 shares
and an option for 3,478 shares,  respectively,  of the Registrant's Common Stock
in the aggregate.

Item 6.  Indemnification of Directors and Officers.

     The  Registrant's  Articles of  Incorporation  reduces the  liability  of a
director  to the  corporation  or its  shareholders  for  monetary  damages  for
breaches of his or her fiduciary duty of care to the fullest extent  permissible
under  California  law.  The  Bylaws  of  the  Registrant  further  provide  for
indemnification  of  corporate  agents to the maximum  extent  permitted  by the
California  Corporations  Code.  In addition,  the  Registrant  has entered into
Indemnification Agreements with its officers and directors.

Item 7.  Exemption from Registration Claimed.  Not applicable.

                                      -2-
Item 8.  Exhibits.

    Exhibit
    Number
    ------
     5.1     Opinion of Venture Law Group,  a  Professional  Corporation,  as to
             legality of securities being registered.
     23.1    Consent of Venture Law Group, a Professional  Corporation (included
             in Exhibit 5.1 hereto).
     23.2    Consent of Independent Auditors (see page 6).
     24.1    Powers of Attorney (see page 5).

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  registration  statement  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

         (2) that,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) to remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer  or  controlling  person  of the  Registrant  in a
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered hereunder,  the Registrant will, unless in the opinion of its counsel
the  matter  has been  settled by  controlling  precedent,  submit to a court of
appropriate  jurisdiction the question whether such indemnification by itself is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                            [Signature Pages Follow]

                                      -3-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
LANDEC CORPORATION,  a corporation  organized and existing under the laws of the
State of California, certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Menlo Park,  State of California,  on this June
12, 1997.

                                             LANDEC CORPORATION

                                             By:      /s/ Gary T. Steele
                                                     ---------------------------
                                                     Gary T. Steele
                                                     President & Chief Executive
                                                     Officer

                                      -4-
POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints Gary T. Steele and Joy T. Fry,  jointly
and severally,  his or her  attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him or her and in his or her name, place or
stead,  in any and all capacities,  to sign any amendments to this  Registration
Statement on Form S-8, and to file such  amendments,  together with exhibits and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  to  each  attorney-in-fact  and  agent,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the  attorneys-in-fact and agents,
or his or her  substitute or  substitutes,  may do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933 as Amended, this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                    Title                               Date
               ---------                                    -----                               ----
/s/ Gary T. Steele                       President, Chief Executive Officer and              June 11, 1997
------------------------------------       Chairman of the Board of Directors
Gary T. Steele                             (Principal Executive Officer)

/s/ Joy T. Fry                           Vice President, Finance and Administration          June 11, 1997
------------------------------------       and Chief Financial Officer (Principal
Joy T. Fry                                 Financial and Accounting Officer)

/s/ Ray F. Stewart                       Vice President, Technology and Director             June 11, 1997
------------------------------------
Ray F. Stewart, Ph.D.

/s/ Stephen E. Halprin                   Director                                            June 11, 1997
------------------------------------
Stephen E. Halprin

/s/ Kirby L. Cramer                      Director                                            June 11, 1997
------------------------------------
Kirby L. Cramer

/s/ Richard S. Schneider                 Director                                            June 11, 1997
------------------------------------
Richard S. Schneider, Ph.D.

/s/ Richard Dulude                       Director                                            June 11, 1997
------------------------------------
Richard Dulude

/s/ Damion E. Wicker                     Director                                            June 11, 1997
------------------------------------
Damion E. Wicker, M.D.
-5-
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS
             ------------------------------------------------------

                       Registration Statement on Form S-8

                               LANDEC CORPORATION

                                  June 12, 1997

                                      -6-
INDEX TO EXHIBITS
Exhibit                                                                    
   Number                                                                    
   ------
5.1       Opinion of Venture Law Group, a Professional Corporation.   

    23.1      Consent of Venture Law Group, a Professional Corporation     
              (included in Exhibit 5.1).

    23.2      Consent of Independent Auditors.                              

    24.1      Powers of Attorney (see p. 5).
-7-