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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

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                                    FORM 10-K/A-1

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/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     FOR THE FISCAL YEAR ENDED JUNE 30, 1998
     COMMISSION FILE NUMBER: 0-4136
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                              LIFECORE BIOMEDICAL, INC.
                (Exact name of registrant as specified in its charter)
                        MINNESOTA                    41-0948334
               (State or other jurisdiction       (I.R.S. Employer
            of incorporation or organization)    Identification No.)

                                 3515 LYMAN BOULEVARD
                             CHASKA, MINNESOTA 55318-3051
                       (Address of principal executive offices)

          Registrant's telephone number, including area code: (612) 368-4300

           Securities registered pursuant to Section 12(b) of the Act: NONE

             Securities registered pursuant to Section 12(g) of the Act:
                           COMMON STOCK ($.01 STATED VALUE)
                           PREFERRED STOCK PURCHASE RIGHTS
                                   (Title of Class)

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     Indicate by check mark 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 / /

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K./X/

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant was approximately $130,000,000 at August 14, 1998 when the last
sale price of such stock, as reported by the Nasdaq National Market, was $10.50.

The number of shares outstanding of the Registrant's Common Stock, $.01 stated
value, as of August 14, 1998 was 12,373,122 shares.

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                         DOCUMENTS INCORPORATED BY REFERENCE
1.   Proxy Statement to be filed with the Commission within 120 days after the
     end of the Registrant's fiscal year.

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                                      SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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: September 18, 1998               By     /s/ JAMES W. BRACKE
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                                        James W. Bracke, Ph.D.
                                        PRESIDENT, CHIEF EXECUTIVE OFFICER
                                        AND SECRETARY