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                                                                      Exhibit 99

                                    RISK FACTORS

LACK OF PROFITABILITY; POSSIBLE NEED FOR FUTURE FINANCING

     The Company has experienced losses since 1990 and incurred a loss of
$1,033,000 in fiscal 1997.  For the period from fiscal 1990 through the first
half of fiscal 1994, the losses were attributable to the significant costs
incurred in validating and operating the Company's facilities, research and
development, and marketing.  The losses in the second half of fiscal 1994 and
the full fiscal 1995 and 1996 resulted principally from direct charges
associated with excess plant capacity, research and development costs for
INTERGEL-TM- Adhesion Prevention Solution ("INTERGEL Solution"), and sales and
marketing expenses related to the expanded product offerings of the Company's
Oral Restorative Division.  The Company had income of approximately $233,000 for
the year ended June 30, 1998.  As the Hyaluronate Division increases production
to meet current and future requirements, the Company's direct charges associated
with excess plant capacity will decrease; however, research and development
costs for INTERGEL Solution, sales and marketing expenses for the oral
restorative products, and personnel costs are increasing.

     The Company's ability to generate positive cash flow from operations and
achieve profitability is dependent upon the continued expansion of revenue from
its hyaluronate and oral restorative businesses.  The Company expects its future
cash requirements to be covered by cash generated from anticipated operations.
No assurance can be given that the Company will attain and maintain positive
cash flow before its capital resources are exhausted.  The Company has received
waivers through fiscal 1999 with respect to certain covenants in the industrial
development revenue bonds used to finance its facility.  There can be no
assurance that waivers will continue to be granted to the Company after fiscal
1999 and thus, such bonds may be required to be redeemed before maturity.  If
additional financing is necessary, 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.

UNCERTAINTY OF SUCCESSFUL DEVELOPMENT OF NEW HYALURONATE PRODUCTS

     A significant amount of the Company's anticipated growth is dependent on
its ability to develop, manufacture and market new product applications for
hyaluronate.  Such formulations must be developed, tested and, in most cases,
approved for use by appropriate government agencies.  Once approved as products,
they must be manufactured in commercial quantities and marketed successfully.
Each of these steps involves significant amounts of time and expense. There can
be no assurance that any of these products, if and when fully developed and
tested, will perform in accordance with the Company's expectations, that
necessary regulatory approvals will be obtained in a timely manner, if at all,
or that these products can be successfully and profitably produced and marketed.

     The Company has made a significant investment in the development of a
hyaluronate product to reduce the incidence of postsurgical adhesions.  Clinical
testing of the first generation of this product indicated a need for further
development.  Additional work led to an Investigational Device Exemption ("IDE")
application which was approved in April 1995 by the United States Food and Drug
Administration (the "FDA").  A pilot human clinical trial on a second generation
product, INTERGEL Solution, was completed at a single United States clinical
center in December 1995.  Based on the results of the pilot study, the Company
initiated a pivotal human clinical trial in March 1996.  The Company's ability
to make commercial sales of INTERGEL Solution in the United States is dependent
upon its receipt of Pre-Market Approval ("PMA") from the FDA. There can be no
assurance that the Company's pivotal clinical trial will confirm the statistical
significance observed in the pilot trial, or that the PMA will be approved by
the FDA within the Company's timetable, or at all.  Furthermore, even if
INTERGEL Solution is successfully developed and the Company receives a PMA,
there can be no assurance that it will receive market acceptance.  Failure to
achieve significant sales of INTERGEL Solution would have a material adverse
effect on future prospects for the Company's operations.

RELIANCE ON MARKETING AND DEVELOPMENT SUPPORT FROM CORPORATE PARTNERS

     The Company has historically developed, manufactured, and marketed its
Hyaluronate Division products through long-term strategic alliances with
corporate partners.  In the case of such relationships, the speed and other
aspects of the development project are sometimes outside of the Company's
control, as the other party to the relationship often has priorities that differ
from those of the Company.  Thus, the timing of commercialization of the
Company's products under development may be subject to unanticipated delays.

     Further, the Company currently has limited direct sales capabilities in the
Hyaluronate Division and generally relies upon its corporate partners for
marketing and distribution to end-users.  The market success of the Company's
hyaluronate products generally will depend upon the size and skill of the
marketing organizations of the Company's corporate partners, as well as the
level of priority assigned to the marketing of the Company's products by these
entities, which may differ from the


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Company's.  Should one or more of the Company's strategic alliances fail to
develop or market products as planned, the Company's business may be adversely
affected. No assurance can be given that the Company will be able to negotiate
acceptable strategic alliances in the future or that current strategic alliances
will continue beyond the terms of existing agreements.

     The development contracts into which the Company enters with corporate
partners are long-term agreements that are subject to development milestones,
product specifications, and other terms.  Consequently, future agreement often
is required regarding the course and nature of continued development activities.
Contractual issues requiring resolution between the parties have arisen in the
past and are expected to arise in the ordinary course of the Company's future
development activities.  There can be no assurance that all such issues will be
successfully resolved.

LIMITED DIRECT SALES AND MARKETING RESOURCES

     The Oral Restorative Division markets its products through a direct sales
force and a distribution network.  Continued growth of the Company's revenues
from oral restorative products will depend on the ability of this sales and
distribution network to increase the Company's market share by convincing
practitioners to use the Company's products over competing established products.
No assurance can be given that the sales and distribution network will be
successful in increasing or maintaining the Company's market share or sales
levels.  Failure to increase the market share of these products would adversely
affect the Company's results of operations and financial condition.

COMPETITION

     Lifecore is engaged in very competitive segments of the human health care
products industry.  Competitors of the Hyaluronate and Oral Restorative
Divisions in the United States and elsewhere are numerous and include major
chemical, dental, medical, and pharmaceutical companies, as well as smaller
specialized firms.  Many of these competitors have substantially greater capital
resources, marketing experience, and research and development resources than the
Company.  These companies may succeed in developing products that are more
effective than any that have been or may be developed by Lifecore and may also
prove to be more successful than Lifecore in producing and marketing these
products.  In addition, the Oral Restorative Division is competing against a
number of large established competitors.  In order to increase sales, the
Division must gain market share from its competitors.  There can be no assurance
that Lifecore will be able to continue to compete successfully against these
competitors.

     The Company's primary development project involves INTERGEL Solution for
its potential application in reducing the incidence of postsurgical adhesions.
Several companies are pursuing anti-adhesion product development, including
Alliance Pharmaceuticals, Inc., Anika Therapeutics, Inc., Biomatrix, Inc.,
Focal, Inc., Genzyme Corporation ("Genzyme"), Gliatech, Inc., Life Medical
Sciences, Inc., Osteotech and W.L. Gore & Associates, Inc.  Genzyme also sells
an ophthalmic hyaluronate component to Alcon Laboratories, Inc. ("Alcon"), the
Company's largest customer.

     In addition, negative announcements regarding any competitor's products may
have a negative impact on the public's perception of the market potential for
all similar products, including the Company's products.

     There can be no assurance that product introductions by present or future
competitors or future technological or health care innovations will not render
Lifecore's products and processes obsolete.

PROTECTION OF PROPRIETARY TECHNOLOGY

     Lifecore's success depends, to a large extent, on its ability to maintain a
competitive technological position in its product areas.  While certain of
Lifecore's patents have been allowed or issued, there can be no assurance that,
to the extent issued, the Company's patents will effectively protect its
proprietary technology.  If other manufacturers were to infringe on its patents,
there can be no assurance that the Company would be successful in challenging,
or would have adequate resources to challenge, such infringement.  Lifecore also
relies upon trade secrets, proprietary know-how and continuing technological
innovation to develop and maintain its competitive position.  There can be no
assurance that others will not independently develop such know-how or otherwise
obtain access to the Company's technology.  While Lifecore's employees,
temporary staff, consultants and corporate partners with access to proprietary
information are required to enter into confidentiality agreements, there can be
no assurance that these agreements will provide the Company with adequate
protection from loss of proprietary technology or know-how.

     Under current law, patent applications in the United States are maintained
in secrecy until patents are issued, and patent applications in foreign
countries are maintained in secrecy for a period after filing.  The right to a
device patent in the United States is attributable to the first to invent the
device, not the first to file a patent application.  Accordingly, the Company
cannot be sure that its products or technologies do not infringe patents that
may be granted in the future pursuant to pending patent applications.  The
Company has not received any notices alleging, and is not aware of, any
infringement by the Company of any


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other entity's patents relating to the Company's current or anticipated
products.  There can be no assurance, however, that its products do not infringe
any patents or proprietary rights of third parties.  In the event that any
relevant claims of third-party patents are upheld as valid and enforceable, the
Company could be prevented from selling its products or could be required to
obtain licenses from the owners of such patents or be required to redesign its
products or processes to avoid infringement.  There can be no assurance that
such licenses would be available or, if available, would be on terms acceptable
to the Company or that the Company would be successful in any attempt to
redesign its products or processes to avoid infringement.  The Company's failure
to obtain these licenses or to redesign its products or processes would have a
material adverse effect on the Company's business, financial condition, and
results of operations.

LACK OF REGULATORY APPROVALS; REGULATION OF EXISTING PRODUCTS

     The Company's products under development are considered to be medical
devices and, therefore, they require clearance or approval by the FDA before
commercial sales can be made in the United States.  The products also require
approvals of foreign government agencies before sales may be made in many other
countries.  The process of obtaining these clearances or approvals varies
according to the nature and use of the product.  It can involve lengthy and
detailed laboratory and clinical testing, sampling activities and other costly
and time-consuming procedures.  There can be no assurance that any of the
required clearances or approvals will be granted on a timely basis, if at all.

     In addition, most of the existing products being sold by the Company and
its customers are subject to continued regulation by the FDA, various state
agencies and foreign regulatory agencies which regulate manufacturing, labeling
and record keeping procedures for such products. Marketing clearances or
approvals by these agencies can be withdrawn due to failure to comply with
regulatory standards or the occurrence of unforeseen problems following initial
clearance or approval.  These agencies can also limit or prevent the manufacture
or distribution of the Company's products.  A determination that the Company is
in violation of such regulations could lead to the imposition of civil
penalties, including fines, product recalls or product seizures, injunctions,
and, in extreme cases, criminal sanctions.

POSSIBLE LIMITATIONS ON ABILITY TO MANUFACTURE PRODUCTS

     The Company has designed its modular facility to permit the production of
hyaluronate at levels exceeding current levels of production.  However, in the
event of a sudden increase in demand for any of the Company's hyaluronate
products, the Company will be required to scale-up operations, including the
acquisition and validation of additional equipment and training of additional
personnel.  No assurance can be given that the Company will be able to
adequately meet any such demands on a timely basis.

RISK OF INTERRUPTION OF MANUFACTURING

     The Company's manufacturing requires extensive specialized equipment.  In
addition, the Company manufactures its hyaluronate products at one facility.
Although the Company has contingency plans in effect for certain natural
disasters, as well as other unforeseen events which could damage the Company's
facilities or equipment, no assurance can be given that any such events will not
materially interrupt the Company's business.  In the event of such an
occurrence, the Company has business interruption insurance to cover lost
revenues and profits.  However, such insurance would not compensate the Company
for the loss of opportunity and potential adverse impact on relations with
existing customers created by an inability to produce its products.

DEPENDENCE ON MANAGEMENT

     The Company's success depends in large part upon the services of its
executive officers.  The executive officers consist of Dr. James W. Bracke,
President and Chief Executive Officer; Dennis J. Allingham, Executive Vice
President and Chief Financial Officer; Brian J. Kane, Vice President of New
Business Development and Marketing; and Colleen M. Olson, Vice President of
Corporate Administrative Operations.  The loss of any one of these individuals
may have a material adverse effect on the Company's business and operations.
Dr. Bracke has an employment agreement with the Company which extends through
November 2000.  Although the Company is the owner and beneficiary of a life
insurance policy covering Dr. Bracke, there can be no assurance that the
proceeds of such policy will be sufficient to compensate the Company for the
loss of his services.  The Company does not have employment agreements or life
insurance on the other officers.

EXPOSURE TO PRODUCT LIABILITY CLAIMS

     The manufacture and sale of the Company's products entails a risk of
product liability claims.  In addition to product liability exposure for its own
products, the Company may be subject to claims for products of its customers
which incorporate


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Lifecore's materials.  The Company maintains product liability insurance
coverage of $1.0 million per claim with an aggregate maximum of $2.0 million for
all of its products.  The Company also carries a $10.0 million umbrella
insurance policy which also covers product liability claims.  Lifecore
Biomedical SpA also carries product liability insurance in the amount of $1.0
million per claim with an aggregate maximum of $2.0 million.  However, there can
be no assurance that the Company will have sufficient resources if claims exceed
available insurance coverage.  While the Company has not experienced any product
liability claims to date, a product liability claim, or other claim with respect
to uninsured liabilities or in excess of insured liabilities, could have a
material adverse effect on the business, financial condition and results of
operations of the Company.  In addition, there can be no assurance that
insurance will continue to be available to the Company and that, if available,
the insurance will continue to be on commercially acceptable terms.

POSSIBLE VOLATILITY OF SHARE PRICE

     Market prices in the United States for securities of medical technology
companies can be highly volatile, and the trading price of the Company's Common
Stock could be subject to significant fluctuations in response to quarterly
variations in operating results, announcements of the status or results of
development projects or technological innovations by the Company or its
competitors, government regulation and other events or factors.  The volatility
in market prices may be unrelated to the operating performance of particular
companies.  These market fluctuations have in the past materially adversely
affected the market price of the Company's Common Stock, and may have such an
effect in the future.

ANTI-TAKEOVER CONSIDERATIONS

     The Board of Directors of the Company has the authority, without any action
by the shareholders, to fix the rights and preferences of any shares of the
Company's Preferred Stock to be issued from time to time.  Pursuant to the
Company's Articles of Incorporation, the Board of Directors is divided into
three classes of directors, with each director serving a three-year term.  Each
year only one class of directors is subject to a shareholder vote, and
approximately one-third of the directors belongs to each class.  A shareholder
desiring to control the Board of Directors must participate in two elections of
directors to obtain majority representation on the Board of Directors.  In
addition, as a Minnesota corporation, the Company is subject to certain
anti-takeover provisions of the Minnesota Business Corporation Act.  All of
these factors could have the effect of delaying, deferring or preventing a
change in control of the Company, may discourage bids for the Company's Common
Stock at a premium over the then prevailing market price of the Common Stock,
and may adversely affect the market price of, and the voting and other rights of
the holders of, Common Stock.

NO DIVIDENDS

     The Company has never paid or declared a dividend on its capital stock and
does not anticipate doing so for the foreseeable future.