<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ______________________

                                    FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
  Act of 1934

For the quarterly period ended DECEMBER 31, 1995

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

For the transition period from ____________ to _____________

Commission File Number O-4136

                              Lifecore Biomedical, Inc.
           ----------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


             Minnesota                                      41-0948334
-----------------------------------               ---------------------------
(State or other jurisdiction of                           (IRS Employer
 incorporation or organization)                        Identification No.)

       3515 Lyman Boulevard
         Chaska, Minnesota                                    55318
-------------------------------               ---------------------------------
(Address of principal executive                              (Zip Code)
 offices)

Registrant's telephone number, including area code:  612-368-4300
                                                     ------------
Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                              Yes   X     No
                                  -----      -----

The number of shares outstanding of the registrant's Common Stock, $.01 per
value, as of January 19, 1996 was 10,582,316 shares.

                                        1

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                   LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

                                    FORM 10-Q

                                      INDEX



                                                                    Page
PART I.   Financial Information

 Item 1.  Financial Statements

     Consolidated Condensed Balance Sheets for
     December 31, 1995 and June 30, 1995                              3

     Consolidated Condensed Statements of Operations for Three
     Months and Six Months Ended December 31, 1995 and 1994           4

     Consolidated Condensed Statements of Cash Flows for
     Six Months Ended December 31, 1995 and 1994                      5

     Notes to Consolidated Condensed Financial Statements            6-7

 Item 2.  Management's Discussion and Analysis of Results of
     Operations and Financial Condition                              8-9

PART II.  Other Information

 Item 6.  a. Exhibit Index                                            10
          b. Reports on Form 8-K                                      10

SIGNATURES                                                            11


                                        2

<PAGE>



                   LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                     December 31,        June 30,
                                                        1995                1995
                                                  ----------------     --------------
<S>                                               <C>                  <C>
ASSETS
Current assets
     Cash and cash equivalents                        $  3,075,000     $    2,726,000
     Short-term investments                             10,353,000                 --
     Accounts receivable                                 1,699,000          1,598,000
     Inventories                                         5,463,000          4,753,000
     Prepaid expenses                                      622,000            404,000
                                                  ----------------     --------------
                                                        21,212,000          9,481,000
Property, plant and equipment
     Land, building and equipment                       13,225,000         12,784,000
     Less accumulated depreciation                    (  4,953,000)      (  4,642,000)
                                                  ----------------     --------------
                                                         8,272,000          8,142,000
Other assets
     Long-term investments                               6,134,000                 --
     Intangibles                                         4,450,000          4,634,000
     Security deposits                                   1,042,000          1,022,000
     Inventory                                           1,839,000          1,405,000
     Other                                               1,094,000            838,000
                                                  ----------------     --------------
                                                        14,559,000          7,899,000
                                                  ----------------     --------------
                                                      $ 44,043,000     $   25,522,000
                                                  ----------------     --------------
                                                  ----------------     --------------

<CAPTION>

LIABILITIES AND SHAREHOLDERS' EQUITY

<S>                                               <C>                  <C>
Current Liabilities
     Current maturities of long-term obligations      $    739,000     $    1,139,000
     Accounts payable                                    1,089,000            746,000
     Accrued compensation                                  467,000            417,000
     Accrued expenses                                      617,000            404,000
     Customers' deposits                                 2,418,000          2,788,000
                                                  ----------------     -------------
                                                         5,330,000          5,494,000

Long-term obligations                                    7,274,000          7,888,000
Customers' deposits                                        743,000          1,952,000
Shareholders' equity                                    30,696,000         10,188,000
                                                  ----------------     -------------
                                                      $ 44,043,000     $   25,522,000
                                                  ----------------     -------------
                                                  ----------------     -------------

</TABLE>



The accompanying notes are an integral part of these statements.

                                        3

<PAGE>

<TABLE>
<CAPTION>



                       LIFECORE BIOMEDICAL, INC. AND SUBSIDIARY

                   CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

                                     (Unaudited)

                                    THREE MONTHS ENDED DECEMBER 31,      SIX MONTHS ENDED DECEMBER 31,
                                          1995            1994                1995           1994
                                    --------------   -------------       ------------    -------------
<S>                                 <C>              <C>                 <C>              <C>
Net sales                              $ 3,274,000    $ 2,189,000         $ 6,003,000    $ 4,031,000
Cost of goods sold                       2,115,000      1,560,000           4,105,000      3,300,000
                                    --------------   ------------         -----------    -----------
Gross profit                             1,159,000        629,000           1,898,000        731,000

Operating expenses
     Research and development              639,000        293,000           1,022,000        605,000
     Marketing and sales                 1,185,000        765,000           2,117,000      1,492,000
     General and administrative            773,000        565,000           1,335,000      1,106,000
                                    --------------   ------------         -----------    -----------
                                         2,597,000      1,623,000           4,474,000      3,203,000
                                    --------------   ------------         -----------    -----------

Loss from operations                    (1,438,000)      (994,000)         (2,576,000)    (2,472,000)

Other income (expense)
     Interest income                       246,000         68,000             314,000        100,000
     Interest expense                     (214,000)      (215,000)           (421,000)      (427,000)
                                    --------------   ------------         -----------    -----------
                                            32,000       (147,000)           (107,000)      (327,000)
                                    --------------   ------------         -----------    -----------

Net loss                            $   (1,406,000)  $ (1,141,000)        $(2,683,000)   $(2,799,000)
                                    --------------   ------------         -----------    -----------
                                    --------------   ------------         -----------    -----------
Net loss per common share           $         (.14)  $       (.14)        $      (.30)   $      (.36)
                                    --------------   ------------         -----------    -----------
                                    --------------   ------------         -----------    -----------

Weighted average
     shares outstanding                  9,965,553      7,953,206           8,973,886      7,792,611
                                    --------------   ------------         -----------    -----------
                                    --------------   ------------         -----------    -----------

</TABLE>



                                        4

The accompanying notes are an integral part of these statements.

<PAGE>



                          LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
                       CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                         (Unaudited)


<TABLE>
<CAPTION>
                                                                SIX MONTHS ENDED
                                                                  DECEMBER 31,
                                                             1995             1994
                                                        ------------      -----------

<S>                                                     <C>               <C>
Net cash provided from (used in) operating activities   $ (4,612,000)     $ 4,025,000

Cash flows from investing activities:
     Purchase of investments                             (16,487,000)              --
     Purchases of property, plant and equipment             (441,000)        (283,000)
     Purchases of intangibles                                (10,000)         (35,000)
     Other                                                  (278,000)          (5,000)
                                                        ------------      -----------
Net cash used in investing activities                    (17,216,000)        (323,000)

Cash flows from financing activities:
     Payment of deposit to bond trustee                      (35,000)         (64,000)
     Payments of long-term obligations                      (980,000)        (282,000)
     Proceeds from stock issuance                         23,192,000        2,610,000
                                                        ------------      -----------
Net cash provided from financing activities               22,177,000        2,264,000
                                                        ------------      -----------

Net increase in cash and cash equivalents                    349,000        5,966,000
Cash and cash equivalents at beginning of period           2,726,000        2,275,000
                                                        ------------      -----------

Cash and cash equivalents at end of period              $  3,075,000      $ 8,241,000
                                                        ------------      -----------
                                                        ------------      -----------

Supplemental disclosure of cash flow information:
     Cash paid during the period:
        Interest                                            $409,000         $418,000
        Income taxes                                           4,000            2,000

</TABLE>



The accompanying notes are an integral part of these statements.

                                        5

<PAGE>

                   LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                DECEMBER 31, 1995

NOTE A - FINANCIAL INFORMATION

In the opinion of management, the accompanying unaudited consolidated condensed
financial statements contain all adjustments (which consist only of accruals of
a normal recurring nature)  necessary for fair presentation of the interim
results.  These interim results are not necessarily indicative of the results
for the full year or of the results for any future periods.

These financial statements are presented in accordance with the requirements of
Form 10-Q and, consequently, may not include all disclosures normally required
by generally accepted accounting principles.

NOTE B - INVESTMENTS

The Company has invested its excess cash from the public offering completed in
the second quarter of fiscal 1995 in commercial paper, government agencies and
medium term notes.  These investments are classified as held-to-maturity given
the Company's intent and ability to hold the securities to maturity.  In
accordance with Statement of Financial Accounting Standards No. 115, "Accounting
for Certain Investments in Debt and Equity Securities", held-to-maturity
securities are carried at amortized cost.  Investments that have maturities of
less than one year have been classified as short-term investments.

NOTE C - INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) or
market.  Inventory not expected to be consumed within one year is classified as
a long-term asset.  Inventories consist of the following:

<TABLE>
<CAPTION>

                                          December 31,     June 30,
                                            1995             1995
                                           -----------     -----------
                                          (Unaudited)
         <S>                              <C>              <C>
         Raw materials                     $ 1,833,000     $ 1,551,000
         Work in progress                      310,000          95,000
         Finished goods                      5,159,000       4,512,000
                                           -----------     -----------
                                           $ 7,302,000     $ 6,158,000
                                           -----------     -----------
                                           -----------     -----------

</TABLE>

NOTE D - CUSTOMERS' DEPOSITS

In November 1994, Lifecore renewed its current supply contract with Alcon
Laboratories, Inc., an indirect subsidiary of Nestle S.A. ("Alcon") through
December 1998.  The agreement contains minimum annual purchase requirements
totalling $10,400,000 for calendar years 1995 through 1998.  Lifecore received a
$6,300,000 cash advance from Alcon against future contract purchases.
Approximately $743,000 of the cash advance is classified as long-term as it is
not expected to be realized during the next twelve months.


                                        6

<PAGE>



                   LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONT.)

                                DECEMBER 31, 1995

As security for the cash advance, Lifecore granted Alcon a right to accelerate
delivery of certain finished hyaluronate inventory.  The amount of inventory
that is subject to acceleration is limited to the amount purchasable by the
outstanding cash advance based upon the contract price.


NOTE E - STOCKHOLDERS' EQUITY

On October 18, 1995, the Company received net proceeds of approximately
$19,852,000 from the sale of 2,200,000 shares of its common stock through a
public offering.  On November 16, 1995, the Company received net proceeds of
approximately $3,010,000 when the underwriters purchased an additional 330,000
shares of common stock related to the over-allotment option.

In August 1994, Lifecore and Ethicon, Inc. ("Ethicon"), a subsidiary of Johnson
& Johnson, entered into a Conveyance, License, Development and Supply Agreement
(the "Ethicon Agreement").  At the same time, Lifecore, Ethicon and Johnson &
Johnson Development Corporation ("JJDC"), a subsidiary of Johnson & Johnson,
entered into a Stock Purchase Agreement.

Under the terms of the Ethicon Agreement, Ethicon transferred to Lifecore its
ownership in certain technology related to research and development previously
conducted on the Company's sodium hyaluronate material.  The technology
transferred to Lifecore includes written technical documents related to
Ethicon's research and development of a product to inhibit the formation of
surgical adhesions.  These documents include product specifications, methods and
techniques, technology, know-how and certain patent applications.  Lifecore has
assumed responsibility for continuing the anti-adhesion development project
including conducting human clinical trials on a second generation hyaluronate
based product.  Lifecore has granted Ethicon exclusive world-wide marketing
rights through 2008 to the products developed by Lifecore within defined fields
of use.

Under the terms of the Stock Purchase Agreement, JJDC purchased 757,396
unregistered shares of Lifecore common stock for total consideration of $4
million consisting of $2.6 million cash and $1.4 million conversion of a
customer deposit from Ethicon held by Lifecore.  Lifecore granted JJDC certain
registration rights which provide JJDC the option of having up to one half of
the shares registered on, or after, June 30, 1995 and the remaining shares
registered on, or after, June 30, 1996.

                                        7

<PAGE>

                   LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

           ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
                       OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS

THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 1995 COMPARED TO THREE MONTHS AND
SIX MONTHS ENDED DECEMBER 31, 1994

Net sales for the three months and six months ended December 31, 1995 increased
$1,085,000 and $1,972,000, respectively, an increase of 50% and 49%,
respectively, compared with the same periods of last fiscal year.  Hyaluronate
product sales for the three-month and six-month periods ended December 31, 1995
increased 21% and 26%, respectively, compared with the same periods of last
fiscal year.  The hyaluronate product sales increases were primarily
attributable to sales to a new customer and to a lesser extent, increased sales
to existing customers.  Oral restorative product sales for the three-month and
six-month periods ended December 31, 1995 increased 77% and 73%, respectively,
compared with the same periods of last fiscal year.  The increase in oral
restorative product sales reflected the expanding product lines and the effect
of increased marketing and sales activities.

Cost of goods sold, as a percentage of net sales, decreased to 65% and 68%,
respectively, for the three-month and six-month periods ended December 31, 1995
from 71% and 82%, respectively, for the same periods of last fiscal year.  The
decrease resulted from two main factors.  First, fixed expenses were spread over
increased product sales.  Second, continuing direct charges for idle capacity
relating to the Company's manufacturing facility for hyaluronate products were
lower than in the same period last year.  These improvements were partially
offset by the negative impact of periodic costs incurred for the scale-up of
aseptic ophthalmic syringe product.

Research and development expenses increased $346,000, or 118%, for the current
quarter as compared to the same quarter of last fiscal year and $417,000, or
69%, for the six months ended December 31, 1995 as compared with the same period
of last fiscal year.  The increase resulted principally from the costs
associated with human clinical trials on Lubricoat Gel which began in late
fiscal 1995 and continued through the current periods.

Marketing and sales expenses increased $420,000, or 55%, for the current quarter
as compared to the same quarter of last fiscal year and $625,000, or 42%, for
the six months ended December 31, 1995 as compared with the same period of last
fiscal year.  The increase reflected compensation costs from additional sales
personnel, increased advertising and sales literature costs, and expenses from
the direct sales force at Lifecore Biomedical SpA, which has been in operation
since April 1995.

General and administrative expenses increased $208,000, or 37%, for the current
quarter as compared to the same quarter of last fiscal year and $229,000, or
21%, for the six months ended December 31, 1995 as compared with the same period
of last fiscal year.  This increase in the current periods resulted mainly from
higher personnel costs as compared to the same periods of last fiscal year.

                                        8

<PAGE>

                   LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

           ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
                   OPERATIONS AND FINANCIAL CONDITION (CONT.)

LIQUIDITY AND CAPITAL RESOURCES

The Company's amended Annual Report on Form 10-K/A for the year ended June 30,
1995 contains a detailed discussion of Lifecore's liquidity and capital
resources.  In conjunction with this Quarterly Report on Form 10-Q, investors
should read the 1995 Form 10-K/A.

The Company incurred losses in each of the three years in the period ended June
30, 1995, reflecting the significant costs incurred in validating and operating
the Company's facilities, research and development and marketing.  Historically,
the Company has financed its operations with debt and lease obligations and the
sale of its common stock.

Due to the Company's fixed obligations and anticipated operating cash flow
deficits through fiscal 1997, the Company expects its cash requirements to
significantly exceed the cash generated from anticipated operations.  On October
18, 1995, the Company received net proceeds of approximately $19,852,000 from
the sale of 2,200,000 shares of its common stock through a public offering.  The
net proceeds and shares sold include $2,000,000 received from Johnson & Johnson
Development Corporation for the purchase of 205,128 shares at the same price per
share as to the public.  On November 16, 1995, the company received net proceeds
of approximately $3,010,000 when the underwriters purchased an additional
330,000 shares of common stock related to the over-allotment option.  The
Company has used, and will continue to use, the proceeds of the offering to
finance capital expenditures relating to production scale-up; research and
development, including clinical trials; repayment of indebtedness; and general
working capital purposes.  Due to the uncertainties involved in development,
regulatory approval and market acceptance of its new products and adequate
growth in its existing products, no assurance can be given that these resources
will be sufficient to allow the Company to attain and maintain positive cash
flow.  If the Company exhausts the net proceeds of the offering prior to
achieving and maintaining positive cash flow, additional financing will be
necessary.  If additional financing is needed, no assurance can be given that
such financing will be available and, if available, will be on terms favorable
to the Company and its shareholders.

                                        9

<PAGE>

                   LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

                                     PART II

                                OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K


         a.    Exhibits and Exhibit Index

                None Required

         b.    Reports on Form 8-K

                None





                                       10

<PAGE>

                   LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES


                                   SIGNATURES



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


                                LIFECORE BIOMEDICAL, INC.




Dated:  January 29, 1996         /s/ JAMES W. BRACKE
                                ------------------------------------
                                James W. Bracke
                                President & Chief Executive Officer
                                (Principal Financial Officer)








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