Exhibit 31.2


CERTIFICATION





I, Gregory S. Skinner, certify that:





1.           I have reviewed this quarterly report on Form 10-Q of
Landec Corporation;





2.           Basedon 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 withrespect 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 definedin 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 andprocedures 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 theregistrant's
auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):





(a)           allsignificant
deficiencies and material weaknessesin 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: January6, 2011





/s/ Gregory S. SkinnerGregory S. SkinnerChief Financial Officer