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EXHIBIT 31.2

CERTIFICATION

I, Dennis J. Allingham, certify that:



| | 1. |  | I have reviewed this amendment no. 1 to annual
report on Form 10-K of Lifecore Biomedical, Inc.;                                                                                                                                                                                                          
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| | 2. |  | Based on my knowledge, this 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 with respect to the period covered by this report;
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| | 3. |  | Based on my knowledge, the financial statements,
and other financial information included in this 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 report;                   
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| | 4. |  | The registrants other certifying officer(s) and I
are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) 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 report is being
prepared;

(b)      Evaluated the effectiveness of the registrants disclosure
controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

(c)      Disclosed in this 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 fiscal 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(s) and I
have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrants auditors
and the audit committee of the registrants board of directors
(or persons performing the equivalent functions):
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(a)      All significant deficiencies and material weaknesses in 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: October 2, 2003

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|-- |  | ----------------------------------------------------
|By |  | /s/ DENNIS J. ALLINGHAM                             
|   | 
|   |  | Dennis J. Allingham                                 
|   |  | Executive Vice President and Chief Financial Officer
|   |  | (principal financial officer)