SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12

LANDEC CORPORATION
-----------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transactions
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials:
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount previously paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
----------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------

[LANDEC INTELLIGENT MATERIALS LOGO]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 29, 2001

TO THE SHAREHOLDERS OF LANDEC CORPORATION:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Landec
Corporation (the "Company") will be held on Thursday, March 29, 2001, at
5:00 p.m., local time, at the Hotel Sofitel, 223 Twin Dolphin Drive, Redwood
City, CA 94065 for the following purposes:

1. To elect three directors to serve for a term expiring at the Annual
Meeting of Shareholders held in the second year following the year of
their election and until their successors are duly elected and qualified;

2. To approve an amendment to the Company's 1996 Stock Option Plan to
increase the number of shares of Common Stock reserved for issuance
thereunder by 500,000 shares to an aggregate total of 2,000,000 shares.

3. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending October 28, 2001; and

4. To transact such other business as may properly come before the meeting
or any postponement or adjournment(s) thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

Only shareholders of record at the close of business on January 31, 2001,
are entitled to notice of and to vote at the meeting and any adjournment(s)
thereof.

All shareholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy card as promptly as possible in the
postage-prepaid envelope enclosed for that purpose.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Geoffrey P. Leonard

GEOFFREY P. LEONARD
SECRETARY

Menlo Park, California
February 26, 2001

- --------------------------------------------------------------------------------
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE. IF A QUORUM IS NOT REACHED, THE COMPANY WILL HAVE THE ADDED EXPENSE OF
RE-ISSUING THESE PROXY MATERIALS. IF YOU ATTEND THE MEETING AND SO DESIRE, YOU
MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON. THANK YOU FOR ACTING PROMPTLY.
- --------------------------------------------------------------------------------

[LANDEC INTELLIGENT MATERIALS LOGO]

------------------------

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 29, 2001

------------------------

INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

The enclosed Proxy is solicited on behalf of the Board of Directors of
Landec Corporation ("Landec" or the "Company"), a California corporation, for
use at the Annual Meeting of Shareholders to be held on Thursday, March 29,
2001, at 5:00 p.m., local time, or at any postponement or adjournment(s)
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting of Shareholders. The Annual Meeting will be held at Hotel
Sofitel, 223 Twin Dolphin Drive, Redwood City, CA 94065. The telephone number at
that location is (650) 598-9000.

The Company's principal executive offices are located at 3603 Haven Avenue,
Menlo Park, California 94025. The Company's telephone number at that location is
(650) 306-1650.

SOLICITATION

These proxy solicitation materials were mailed on or about February 26,
2001, to all shareholders entitled to vote at the meeting. The costs of
soliciting these proxies will be borne by the Company. These costs will include
the expenses of preparing and mailing proxy materials for the Annual Meeting and
the reimbursement of brokerage firms and others for their expenses incurred in
forwarding solicitation material regarding the Annual Meeting to beneficial
owners of the Company's Common Stock. The Company may conduct further
solicitation personally, telephonically or by facsimile through its officers,
directors and regular employees, none of whom will receive additional
compensation for assisting with the solicitation.

The Company will provide a copy of the Company's Annual Report on Form 10-K
for the year ended October 29, 2000, including financial statements and
financial statement schedules (but not exhibits), without charge to each
shareholder upon written request to Gregory S. Skinner, Chief Financial Officer,
Landec Corporation, 3603 Haven Avenue, Menlo Park, CA 94025 (telephone number:
(650) 306-1650). Exhibits to the Annual Report may be obtained upon written
request to Mr. Skinner and payment of the Company's reasonable expenses in
furnishing such exhibits.

REVOCABILITY OF PROXIES

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company (Attention:
Gregory S. Skinner, Inspector of Elections) a written notice of revocation or a
duly executed proxy bearing a later date or by attending the meeting of
shareholders and voting in person.

VOTING

Holders of Common Stock are entitled to one vote per share and holders of
Series A Preferred Stock, each share of which is convertible into ten shares of
Common Stock, are entitled to one vote for each share of Common Stock into which
such Preferred Stock could be converted.

Votes cast in person or by proxy at the Annual Meeting will be tabulated by
the Inspector of Elections with the assistance of the Company's transfer agent.
The Inspector of Elections will also determine whether or not a quorum is
present. A majority of the shares entitled to vote, represented either in person
or by proxy, will constitute a quorum for transaction of business. Except with
respect to the election of directors, the affirmative vote of a majority of
shares represented and voting at a duly held meeting at which a quorum is
present is required for approval of proposals presented to shareholders. In
addition, the shares voting affirmatively must also constitute at least a
majority of the required quorum. The Inspector of Elections will treat
abstentions as shares that are present and entitled to vote for purposes of
determining the presence of a quorum and in determining the approval of any
matter submitted to shareholders for a vote. Accordingly, abstentions will have
the same effect as a vote against a proposal. Any proxy which is returned using
the form of proxy enclosed and which is not marked as to a particular item will
be voted FOR election of the director nominees proposed by the Board of
Directors, FOR approval of the amendment to the 1996 Stock Option Plan, FOR
ratification of the Company's appointment of Ernst & Young LLP as independent
auditors for the Company, and as the proxy holders deem advisable on other
matters that may come before the meeting, as the case may be, with respect to
the item not marked. If a broker indicates on the enclosed proxy or its
substitute that it does not have discretionary authority as to certain shares to
vote on a particular matter ("broker non-votes"), those shares will be counted
for purposes of determining the presence of a quorum, but will not be considered
as voting with respect to that matter. While there is no definitive specific
statutory or case law authority in California concerning the proper treatment of
abstentions and broker non-votes, the Company believes that the tabulation
procedures to be followed by the Inspector of Elections are consistent with the
general statutory requirements in California concerning voting of shares and
determination of a quorum.

RECORD DATE AND SHARE OWNERSHIP

Only shareholders of record at the close of business on January 31, 2001,
are entitled to notice of and to vote at the meeting. As of the record date,
16,149,086 shares of the Company's Common Stock, par value $0.001 per share,
were issued and outstanding and 166,667 shares of the Company's Series A
Preferred Stock, par value $0.001 per share, each share of which is convertible
into ten shares of Common Stock, were issued and outstanding.

DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR THE COMPANY'S ANNUAL MEETING
OF SHAREHOLDERS IN 2002

Proposals of shareholders of the Company that are intended to be presented
by such shareholders at the Company's 2002 Annual Meeting of Shareholders must
be received by the Chief Financial Officer of the Company no later than
October 29, 2001, in order that they may be considered for inclusion in the
proxy statement and form of proxy relating to that meeting.

Also, if a shareholder does not notify the Company on or before January 12,
2002, of a proposal for the 2002 Annual Meeting of Shareholders, management
intends to use its discretionary voting authority to vote on such proposal, even
if the matter is not discussed in the proxy statement for the 2002 Annual
Meeting of Shareholders.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

NOMINEES

The Company's bylaws currently provide for not less than four or more than
seven directors, and the Company's Articles of Incorporation provide for the
classification of the Board of Directors into two classes serving staggered
terms. The Company's Board of Directors currently consists of six persons,
including three Class I directors and three Class II directors. Each Class I and
Class II director is elected for a two year term, with Class I directors elected
in odd-numbers years (E.G., 2001) and the Class II directors elected in even
numbered years (E.G., 2002). Accordingly, at the Annual Meeting, three Class I
directors will be elected.

The Board of Directors has nominated the three persons named below to serve
as Class I directors until the next odd-numbered year Annual Meeting during
which their successors will be elected and qualified. Unless otherwise
instructed, the proxy holders will vote the proxies received by them for the
Company's three nominees named below, all of whom are presently directors of the
Company. In the event that any nominee of the Company is unable or declines to
serve as a director at the time of the Annual Meeting, the proxies will be voted
for any nominee who shall be designated by the present Board of Directors to
fill the vacancy. In the event that additional persons are nominated for
election as directors, the proxy holders intend to vote all proxies received by
them in such a manner as will assure the election of as many of the nominees
listed below as possible, and, in such event, the specific nominees to be voted
for will be determined by the proxy holders. Assuming a quorum is present, the
three nominees for director receiving the greatest number of votes cast at the
Annual Meeting will be elected.

NOMINEES FOR CLASS I DIRECTORS

The names of the nominees for the Company's Class I directors and certain
other information about them as of January 5, 2001, are set forth below:

DIRECTOR
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION SINCE
- --------------- -------- ----------------------------------------------- --------

Frederick Frank...................... 68 Vice Chairman and Director of Lehman Brothers 1999

Stephen E. Halprin................... 62 General Partner of OSCCO Ventures 1988

Richard S. Schneider, Ph.D........... 59 General Partner of Domain Partners II, L.P. 1991

Except as set forth below, each of the nominees has been engaged in the
principal occupation set forth next to his name above during the past five
years. There is no family relationship between any director or executive officer
of the Company.

Frederick Frank has served as a director since December 1999. Mr. Frank has
been with Lehman Brothers for 31 years and was named to his current position of
Vice Chairman in 1996. Before that, Mr. Frank was associated with Smith Barney
where he was Vice President, Co-Director of Research, and a Director. During his
42 years on Wall Street, Mr. Frank has been involved in numerous financings and
merger and acquisition transactions. He serves on the board of directors of
several companies, including, Pharmaceutical Product Development, Inc.,
Diagnostic Products Corp., Digital Arts and Sciences, and eSoft, Inc. He is a
graduate of Yale University, received an M.B.A. from Stanford University and
holds a C.F.A. designation.

Stephen E. Halprin has served as a director since April 1988. Since 1971,
Mr. Halprin has been a general partner of OSCCO Ventures. Mr. Halprin has been
an active member of the venture community since 1968 and serves on the Board of
Directors of a number of privately-held technology

companies. Mr. Halprin received a B.S. from the Massachusetts Institute of
Technology and an M.B.A. from Stanford University.

Richard S. Schneider, Ph.D. has served as a director since September 1991.
From October 1990 until his retirement in 1999, Dr. Schneider was a general
partner of Domain Associates and Domain Partners II, L.P. Dr. Schneider has over
25 years of product development experience in the fields of medical devices and
biotechnology. Prior to his pursuing a career in venture capital, Dr. Schneider
was Vice President of Product Development at Syva/Syntex Corporation and
President of Biomedical Consulting Associates. He is a member of the Board of
Directors of Atherogenics, Inc., and a number of privately-held life science
companies. Dr. Schneider received a Ph.D. in chemistry from the University of
Wisconsin, Madison.

CLASS II DIRECTORS

Directors continuing in office until the 2002 annual meeting of
shareholders:

DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- ---- -------- ----------------------------------------------- --------

Gary T. Steele....................... 52 President, Chief Executive Officer and Chairman 1991
of the Board of Directors of the Company

Kirby L. Cramer...................... 64 Chairman Emeritus of Hazleton Laboratories 1994
Corporation

Richard Dulude....................... 67 Private Investor and Retired Vice Chairman, 1996
Corning, Inc.

Except as set forth below, each of the Class II directors has been engaged
in the principal occupation set forth next to his name above during the past
five years.

Gary T. Steele has served as President, Chief Executive Officer and a
director since September 1991 and as Chairman of the Board of Directors since
January 1996. Mr. Steele has over 20 years of experience in the biotechnology,
instrumentation and material science fields. From 1985 to 1991, Mr. Steele was
President and Chief Executive Officer of Molecular Devices Corporation, a
bioanalytical instrumentation company. From 1981 to 1985, Mr. Steele was Vice
President, Product Development and Business Development at Genentech, Inc., a
biomedical company focusing on pharmaceutical drug development. Mr. Steele has
also worked with McKinsey and Co. and Shell Oil Company. Mr. Steele received a
B.S. from Georgia Institute of Technology and an M.B.A. from Stanford
University.

Kirby L. Cramer has served as a director since December 1994. Since
April 1987, Mr. Cramer has been Chairman Emeritus of Hazleton Laboratories
Corporation. He also serves as a director of Immunex Corporation, Huntingdon
Life Sciences, Sonosite, Inc., Array BioPharma, D.J. Orthopedics and several
private companies. Mr. Cramer received a B.A. from Northwestern University,
M.B.A. from the University of Washington and completed the Advanced Management
Program at Harvard Business School.

Richard Dulude has served as a director since May 1996. Mr. Dulude retired
as Vice Chairman of Corning Inc. in 1993 after a 36 year career in which he held
various general management positions in Corning's telecommunications, materials,
consumer and international businesses, including positions as Chairman and Chief
Executive Officer of SIECOR Corporation and Chairman and Chief Executive Officer
of Corning-Vitro Corporation. Mr. Dulude is currently a director of AMBAC, Inc.
and several private companies. Mr. Dulude received a B.S. in Mechanical
Engineering from Syracuse University.

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

The Board of Directors held a total of five meetings during the fiscal year
ended October 29, 2000. The Board of Directors has an Audit Committee, a
Compensation Committee and a Nominating Committee.

The Audit Committee currently consists of Mr. Halprin, Mr. Dulude and
Dr. Schneider, each of whom is "independent," as that term is defined in
Rule 4200 of the listing standards of the National Association of Securities
Dealers. The Audit Committee recommends engagement of the Company's independent
auditors and is primarily responsible for approving the services performed by
the Company's independent auditors and for reviewing and evaluating the
Company's accounting principles and its system of internal accounting controls.
The Audit Committee held four meetings during fiscal year 2000. The Board of
Directors has adopted a written charter for the Audit Committee, a copy of which
is attached to this Proxy Statement as Appendix A.

The Compensation Committee currently consists of Mr. Cramer, Mr. Dulude, and
Dr. Schneider. The function of the Compensation Committee is to review and set
the compensation of the Company's Chief Executive Officer and certain of its
most highly compensated officers, including salary, bonuses and other incentive
plans, stock options and other forms of compensation, to administer the
Company's stock plans and approve stock option awards and to oversee the career
development of senior management. The Compensation Committee held three meetings
during fiscal year 2000.

The Nominating Committee currently consists of Mr. Cramer and Mr. Halprin.
The function of the Nominating Committee is to recommend qualified candidates
for election as officers and directors of the Company. Shareholders wishing to
recommend candidates for consideration by the Nominating Committee may do so by
writing to the Secretary of the Company and providing the candidate's name,
biographical data and qualifications. The Nominating Committee held no meetings
in fiscal year 2000.

No incumbent director attended fewer than 75% of the aggregate number of
meetings of the Board of Directors and meetings of the committees of the Board
of Directors on which he served during the fiscal year ended October 29, 2000.

COMPENSATION OF DIRECTORS

For the fiscal year ended October 29, 2000, each nonemployee director earned
$5,000 per quarter beginning with the second quarter of fiscal year 2000 and was
reimbursed for out-of-pocket expenses incurred in connection with attendance at
meetings of the Board of Directors and committees thereof.

Nonemployee directors of the Company are automatically granted options to
purchase shares of the Company's Common Stock pursuant to the terms of the
Company's 1995 Directors' Stock Option Plan (the "Directors' Plan"). Under the
Directors' Plan, each nonemployee director who has not previously been granted
an equivalent option under any stock option plan of the Company will be granted
a nonstatutory stock option to purchase 20,000 shares of Common Stock (the
"First Option") on the date on which the optionee first becomes a nonemployee
director of the Company. Thereafter, on the date of each annual meeting of the
shareholders, such nonemployee director (including directors who were not
eligible for a First Option) will be granted an additional option to purchase
10,000 shares of Common Stock (a "Subsequent Option") if, on such date, he or
she shall have served on the Company's Board of Directors for at least six
months prior to the date of such annual meeting. The First Option and each
Subsequent Option are fully vested and exercisable on the date of grant. Options
granted under the Directors' Plan have an exercise price equal to the fair
market value of the Company's Common Stock on the date of grant with a term of
ten years.

Messrs. Cramer and Dulude and, subject to their election to the Board of
Directors by the shareholders at the Annual Meeting, Messrs. Frank and Halprin
and Dr. Schneider, will each be automatically granted an option to purchase
10,000 shares of Common Stock on the date of the Annual

Meeting pursuant to the Directors' Plan. As of January 22, 2001, options to
purchase 4,050,820 shares of the Company's Common Stock were outstanding. As of
the same date, Messrs. Cramer, Dulude, Frank and Halprin, and Dr. Schneider, the
nonemployee directors, had been granted options to purchase 81,520 shares,
87,000 shares, 30,000 shares, 51,956 shares and 51,956 shares, respectively, of
the Company's Common Stock.

REQUIRED VOTE

The three Class I director nominees receiving the highest number of
affirmative votes of shares of the Company's capital stock present at the Annual
Meeting in person or by proxy and entitled to vote shall be elected as
directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES LISTED ABOVE.

PROPOSAL NO. 2
APPROVAL OF AN AMENDMENT TO THE 1996 STOCK OPTION PLAN

At the Annual Meeting, shareholders are being asked to approve an amendment
to the 1996 Stock Option Plan (the "1996 Plan") to increase the number of shares
of Common Stock reserved for issuance thereunder by 500,000 shares to an
aggregate of 2,000,000 shares.

GENERAL

The Company's 1996 Plan was adopted by the Board of Directors in
November 1996 to supplement the 1988 Stock Option Plan which, upon the adoption
of the 1996 Plan, had few shares available for grant remaining thereunder and
which expired in accordance with its stated termination date of July 1998. The
Board of Directors initially reserved 750,000 shares of Common Stock for
issuance under the 1996 Plan. In December 1997, the Board of Directors amended
the 1996 Plan to increase the number of shares of Common Stock reserved for
issuance thereunder by 750,000 shares to a total of 1,500,000 shares, which
amendment was approved at the 1998 Annual Meeting of Shareholders. In
December 2000, the Board of Directors amended the 1996 Plan to increase the
number of shares of Common Stock reserved for issuance thereunder by 500,000
shares to a total of 2,000,000 shares, which amendment is the subject of this
proposal.

Options granted under the 1996 Plan may be either "incentive stock options"
("ISO") within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"), or nonstatutory stock options ("NSO") at the discretion
of the Board of Directors and as reflected in the terms of the written option
agreement. The 1996 Plan is not a qualified deferred compensation plan under
Section 401(a) of the Code, and is not subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended. As of January 22, 2001,
options for 1,330,582 shares were outstanding under the 1996 Plan, no shares had
been issued pursuant to the exercise of options granted under the 1996 Plan, and
169,418 shares remained available for future grants. Shares subject to options
granted under the 1996 Plan that lapse unexercised will generally become
available for reissuance under the 1996 Plan at the time of such lapse. As of
January 22, 2001, the aggregate fair market value of all shares of Common Stock
subject to outstanding options under the 1996 Plan was $5,162,658 based on the
closing sale price of $3.88 for the Company's Common Stock as reported on the
National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ")
National Market System on such date.

NEW PLAN BENEFITS

Awards under the 1996 Plan are made at the discretion of the Board of
Directors or the Compensation Committee. Accordingly, awards that will be made
under the 1996 Plan are not determinable. The following table sets forth
information concerning awards made to certain individuals and groups in fiscal
2000 under the 1996 Plan. This information may not be indicative of awards that
will be made in the future under the 1996 Plan.

NEW PLAN BENEFITS

NUMBER OF SHARES MARKET VALUE OF SHARES
NAME AND POSITION SUBJECT TO OPTIONS(1) UNDERLYING OPTIONS(2)
- ----------------- --------------------- ----------------------

Gary T. Steele ........................................ 240,000 $ 931,200
Chief Executive Officer, President
and Chairman of the Board

David D. Taft ......................................... 0 $ 0
Chief Operating Officer

Thomas Crowley 0 $ 0
President and Chief Executive Officer of
Landec Ag, Inc.

Nicholas Tompkins ..................................... 60,000 $ 232,800
President and Chief Executive Officer of Apio, Inc.

Larry Greene .......................................... 25,000 $ 97,000
Vice President Manufacturing

All Executive Officers as a Group...................... 410,000 $1,590,800

All Non-Executive Directors as a Group................. 0 $ 0

All Non-Executive Officer Employees as a Group......... 0 $ 0

- ------------------------

(1) All options were granted at fair market value and except for an option
granted to Gary Steele exercisable for 200,000 shares (the "Steele 200,000
Share Option") and an option granted to Nicholas Tompkins exercisable for
60,000 shares (the "Tompkins 60,000 Share Option"), all options have a term
of 10 years from the date of grant and vest at a rate of 1/48th of the total
option grant per month. The Steele 200,000 Share Option was granted at fair
market value, has a term of 4 years from the date of grant and vests as
follows: one-third (1/3) at such times as the Company's average Common Stock
price exceeds each of $10 per share, $15 per share and $20 per share,
respectively, and, in each case, for 20 consecutive business days. The
Tompkins 60,000 Share Option has a term of six years and vests 50% of the
total option grant on the anniversary date of the grant and at a rate of
1/24th of the total option grant per month thereafter.

(2) Based on $3.88, the closing price of a share of the Company's common stock
on January 22, 2001.

PROPOSED AMENDMENT

The Board of Directors believes that in order to attract and retain highly
qualified employees and consultants and to provide such employees and
consultants with adequate incentives through their proprietary interest in the
Company, it is necessary to amend the 1996 Plan to reserve an additional 500,000
shares of Common Stock for issuance under the 1996 Plan. At the Annual Meeting,
the shareholders are being asked to approve this amendment to the 1996 Plan.

PURPOSE

The purposes of the 1996 Plan are to attract and retain the best available
personnel for the Company, to provide additional incentive to the employees,
including officers and directors who are employees, and consultants of the
Company, and to promote the success of the Company's business.

ADMINISTRATION

The 1996 Plan may be administered by the Board of Directors or by a
committee (or subcommittee in certain instances) of the Board of Directors. The
1996 Plan is currently being administered by the Board of Directors and the
Compensation Committee of the Board of Directors (the "Administrator"). The
Compensation Committee, which meets the definition of "outside directors" under
Code Section 162(m) and "non-employee directors" under Section 16 of the
Exchange Act, has the authority to grant stock options and otherwise administer
the 1996 Plan with respect to the Company's executive officers and more narrowly
to "covered employees" described in Code Section 162(m) (generally the Company's
highest paid executive officers). Members of the Board of Directors receive no
additional compensation for their services in connection with the administration
of the 1996 Plan. All questions of interpretation of the 1996 Plan are
determined by the Board of Directors or the Compensation Committee and its
decisions are final and binding upon all participants.

ELIGIBILITY

The 1996 Plan provides that options may be granted to employees (including
officers and directors who are also employees) and consultants of the Company,
its subsidiaries and affiliates. ISOs may be granted only to employees of the
Company and its subsidiaries. The Administrator selects the optionees and
determines the number of shares subject to the option and the exercise price of
each option. In making such determination, the Administrator takes into account
the duties and responsibilities of the optionee, the value of the optionee's
services, the optionee's present and potential contribution to the success of
the Company, and other relevant factors. As of January 22, 2001, there were
approximately 355 employees eligible to participate in the 1996 Plan. The 1996
Plan provides that the maximum number of shares of Common Stock which may be
granted under options to any one employee under the 1996 Plan during any fiscal
year is 500,000, subject to adjustment as provided in the 1996 Plan. There is
also a limit on the aggregate market value of shares subject to all ISOs that
may be granted to an optionee during any calendar year.

TERMS OF OPTIONS

The terms of options granted under the 1996 Plan are determined by the
Administrator. Each option is evidenced by a stock option agreement between the
Company and the optionee and is subject to the following additional terms and
conditions:

EXERCISE OF THE OPTION. The optionee must earn the right to exercise the
option by continuing to work for the Company. The Administrator determines when
options are exercisable. An option is exercised by giving written notice of
exercise to the Company specifying the number of full shares of Common Stock to
be purchased, and by tendering payment of the purchase price to the Company. The
method of payment of the exercise price of the shares purchased upon exercise of
an option is determined by the Administrator.

EXERCISE PRICE. The exercise price of options granted under the 1996 Plan
is determined by the Administrator, and must be at least equal to the fair
market value of the shares on the date of grant, in the case of ISOs and 85% of
the fair market value of the shares on the date of grant, in the case of NSOs,
as determined by the Administrator, based upon the closing price on the NASDAQ
National Market System on the date of grant. ISOs granted to shareholders owning
more than 10% of the Company's outstanding stock are subject to the additional
restriction that the exercise price on such

options must be at least 110% of the fair market value on the date of the grant.
NSOs granted to a "covered employee" under Section 162(m) of the Code are
subject to the additional restriction that the exercise price on such options
must be at least 100% of the fair market value on the date of grant.

TERMINATION OF EMPLOYMENT. If the optionee's employment or consulting
relationship with the Company is terminated for any reason other than death or
total and permanent disability, options under the 1996 Plan may be exercised not
later than thirty days (or such other period of time, not exceeding three months
in the case of ISOs or six months in the case of NSOs, as determined by the
Administrator) after the date of such termination to the extent the option was
exercisable on the date of such termination. In no event may an option be
exercised by any person after its termination date.

DISABILITY. If an optionee is unable to continue his or her employment or
consulting relationship with the Company as a result of total and permanent
disability, options may be exercised within six months (or such other period of
time, not exceeding twelve months as determined by the Administrator) after the
date of termination and may be exercised only to the extent the option was
exercisable on the date of termination, but in no event may the option be
exercised after its termination date.

DEATH. If an optionee should die while employed or retained by the Company,
and such optionee has been continuously employed or retained by the Company
since the date of grant of the option, the option may be exercised within six
months after the date of death (or such other period of time, not exceeding six
months, as determined by the Administrator) by the optionee's estate or by a
person who acquired the right to exercise the option by bequest or inheritance
to the extent the right to exercise would have accrued had the optionee
continued living and remained employed or retained by the Company for three
months after the date of death, but in no event may the option be exercised
after its termination date. If an optionee should die within thirty days (or
such other period of time, not exceeding three months as determined by the
Administrator) after the optionee has ceased to be continuously employed or
retained by the Company, the option may be exercised within six months after the
date of death by the optionee's estate or by a person who acquired the right to
exercise the option by bequest or inheritance to the extent that the optionee
was entitled to exercise the option at the date of termination, but in no event
may the option be exercised after its termination date.

OPTION TERMINATION DATE. ISOs granted under the1996 Plan expire ten years
from the date of grant unless a shorter period is provided in the option
agreement. ISOs granted to shareholders owning more than 10% of the Company's
outstanding stock may not have a term of more than five years.

NONTRANSFERABILITY OF OPTIONS. ISOs are nontransferable by the optionee,
other than by will or the laws of descent and distribution, and are exercisable
only by the optionee during his or her lifetime or, in the event of death, by a
person who acquires the right to exercise the option by bequest or inheritance
or by reason of the death of the optionee. In the case of NSOs, the
Administrator may at its discretion, in certain circumstances, allow the
transferability of such options.

ACCELERATION OF OPTIONS UPON MERGER OR SALE OF ASSETS. In the event of a
merger of the Company with or into another corporation or sale of substantially
all of the Company's assets, the Administrator may either effect a substitution
or assumption of options or give written notice of the acceleration of the
optionee's right to exercise his or her outstanding options in part or in full
at any time within fifteen days of such notice.

OTHER PROVISIONS. The option agreement may contain such other terms,
provisions and conditions not inconsistent with the 1996 Plan as may be
determined by the Administrator.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION

In the event any change is made in the Company's capitalization, such as a
stock split or dividend, that results in an increase or decrease in the number
of outstanding shares of Common Stock without receipt of consideration by the
Company, appropriate adjustment shall be made in the option price, the number of
shares subject to each option, the annual limitation on a grant to any one
employee, as well as the number of shares available for issuance under the 1996
Plan. In the event of the proposed dissolution or liquidation of the Company,
all outstanding options automatically terminate unless otherwise provided by the
Administrator.

AMENDMENT AND TERMINATION

The Board of Directors may amend the 1996 Plan at any time or from time to
time or may terminate it without approval of the shareholders; provided,
however, that shareholder approval is required for any amendment to the 1996
Plan that: (i) increases the number of shares that may be issued under the 1996
Plan, (ii) modifies the standards of eligibility, or (iii) modifies the
limitation on grants to employees described in the 1996 Plan or results in other
changes which would require shareholder approval to qualify options granted
under the 1996 Plan as performance-based compensation under Section 162(m) of
the Code. However, no action by the Board of Directors or shareholders may alter
or impair any option previously granted under the 1996 Plan, unless mutually
agreed otherwise between the optionee and the Board of Directors. The 1996 Plan
shall terminate in November 2006, provided that any options then outstanding
under the 1996 Plan shall remain outstanding until they expire by their terms.

FEDERAL INCOME TAX ASPECTS OF THE 1996 PLAN

The following is a brief summary of the federal income tax consequences of
transactions under the 1996 Plan based on federal income tax laws in effect on
January 31, 2001. This summary is not intended to be exhaustive and does not
address all matters which may be relevant to a particular optionee based on his
or her specific circumstances. The summary addresses only current federal income
tax law and expressly does not discuss the income tax law of any state,
municipality or non-U.S. taxing jurisdiction or gift, estate or other tax laws
other than federal income tax law. The Company advises all optionees to consult
their own tax advisors concerning tax implications of option grants and
exercises and the disposition of stock acquired upon such exercises under the
1996 Plan.

There are generally no federal income tax consequences to the optionee or
the Company upon the grant of an option. Generally, there are no federal income
tax consequences to the optionee or the Company upon the exercise of an ISO
(except that the alternative minimum tax may apply). Upon exercise of an NSO,
the optionee normally will recognize taxable ordinary income equal to the excess
of the fair market value of the stock on the date of exercise over the option
exercise price. Generally, with respect to employees, the Company is required to
withhold from regular wages or supplemental wage payments an amount based on the
ordinary income recognized. Subject to the requirement of reasonableness and the
provisions of Section 162(m) of the Code, the Company will generally be entitled
to a business expense deduction equal to the taxable ordinary income realized by
the optionee. Optionees who are employees generally may elect to satisfy the
withholding tax obligation by payment of the taxes in cash or out of the current
earnings paid to the optionee. If an optionee holds the stock acquired upon
exercise of an ISO for at least two years from the date on which the option is
granted and at least one year from the date of exercise of the option, any gain
or loss on a disposition of such stock will be long-term capital gain or loss.
Generally, if the optionee disposes of the stock before the expiration of either
of these holding periods (a "disqualifying disposition"), at the time of
disposition, the optionee will realize taxable ordinary income equal to the
lesser of (i) the excess of the stock's fair market value on the date of
exercise over the exercise price, or (ii) the optionee's actual gain, if any, on
the purchase and sale. The optionee's additional gain, or any loss, upon the
disqualifying disposition

will be a capital gain or loss, which will be long-term or short-term depending
on whether the stock was held for more than one year. To the extent the optionee
recognizes ordinary income by reason of a disqualifying disposition, the Company
will generally be entitled (subject to the requirement of reasonableness and the
provisions of Section 162(m) of the Code) to a corresponding business expense
deduction in the tax year in which the disqualifying disposition occurs. Upon
disposition of the stock acquired upon exercise of an NSO, the optionee will
recognize a capital gain or loss equal to the difference between the selling
price and the sum of the amount paid for such stock plus any amount recognized
as ordinary income upon exercise of the option. Such gain or loss will generally
be long-term or short-term, depending on whether the stock was held for more
than one year.

REQUIRED VOTE

The affirmative vote of the holders of a majority of the shares of the
Company's capital stock present at the Annual Meeting in person or by proxy and
entitled to vote and constituting at least a majority of the required quorum is
required to approve the amendment to the 1996 Plan to increase the number of
shares reserved for issuance thereunder by 500,000 shares.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE AMENDMENT TO
THE 1996 PLAN TO INCREASE THE SHARES RESERVED FOR ISSUANCE THEREUNDER BY 500,000
SHARES

PROPOSAL NO. 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has appointed the firm of Ernst & Young LLP,
independent auditors to audit the financial statements of the Company for the
fiscal year ending October 28, 2001, and recommends that the shareholders vote
for ratification of this appointment. In the event the shareholders do not
ratify such appointment, the Board of Directors will reconsider its selection.
Ernst & Young LLP has audited the Company's financial statements for the fiscal
years ending October 31, 1994 through October 29, 2000. Representatives of
Ernst & Young LLP are expected to be present at the meeting with the opportunity
to make a statement if they desire to do so, and are expected to be available to
respond to appropriate questions.

AUDIT FEES

The aggregate fees billed by Ernst & Young LLP for professional services
rendered for the audit of the Company's annual financial statements for fiscal
year 2000 and the reviews of the financial statements included in the Company's
Forms 10-Q for such fiscal year were $501,320.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

The aggregate fees billed by Ernst & Young LLP for professional services
relating to operating, or supervising the operation of, the Company's
information systems or managing the Company's local area network, or designing
or implementing a hardware or software system that aggregates source data
underlying the financial statement or generates information significant to the
Company's financial statements taken as a whole for fiscal year 2000 were $0.

ALL OTHER FEES

The aggregate fees billed by Ernst & Young LLP for professional services
rendered other than as stated under the captions "Audit Fees" and "Financial
Information Systems Design and Implementation Fees" above were $193,037. The
Audit Committee considers the provisions of these services to be compatible with
maintaining the independence of Ernst & Young LLP.

REQUIRED VOTE

The ratification of the appointment of Ernst & Young LLP as the Company's
independent auditors requires the affirmative vote of the holders of a majority
of the shares of the Company's capital stock present at the Annual Meeting in
person or by proxy and entitled to vote and constituting a majority of the
required quorum.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF ERNST &
YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
OCTOBER 28, 2001.

EXECUTIVE OFFICERS OF THE COMPANY

The following sets forth certain information with regard to executive
officers of Landec Corporation. Ages are as of January 5, 2001.

Gary T. Steele (age 52) has been President and Chief Executive Officer of
the Company since 1991 and Chairman of the Board of Directors since
January 1996. Mr. Steele has over 20 years of experience in the biotechnology,
instrumentation and material science fields. From 1985 to 1991, Mr. Steele was
President and Chief Executive Officer of Molecular Devices Corporation, a
bioanalytical instrumentation company. From 1981 to 1985, Mr. Steele was Vice
President, Product Development and Business Development at Genentech, Inc., a
biomedical company focusing on pharmaceutical drug development. Mr. Steele has
also worked with McKinsey and Co. and Shell Oil Company.

David D. Taft, Ph.D. (age 62) has been Chief Operating Officer of the
Company since 1993. Dr. Taft also served as a director of the Company from
June 1990 through December 1995. From February 1986 to April 1993, Dr. Taft was
Vice President and Group Manager of the Manufacturing Group at Raychem
Corporation. From July 1983 to January 1986, Dr. Taft was Group Manager of the
Telecom Group at Raychem Corporation and was appointed to the position of Vice
President in October 1984. Dr. Taft has over 25 years of experience in the
specialty chemical industry in research and development, sales and marketing,
manufacturing and general management. Prior to joining Raychem Corporation,
Dr. Taft was Executive Vice President of the Chemical Products Division and a
Director of Henkel Corporation, a chemical manufacturing company. Dr. Taft was
also an executive with General Mills Chemicals.

Thomas F. Crowley (age 56) has been President and Chief Executive Officer of
Landec Ag, Inc., a subsidiary of the Company, since November, 1996. From 1991 to
1995, Mr. Crowley was President and Chief Executive Officer of Broadcast
Partners, a satellite communications firm serving farmers throughout North
America with its FarmDayta information service. Broadcast Partners was a joint
venture of Pioneer Hybrid, Farmland Industries and Illinois Farm Bureau and was
sold to Data Transmission Network, Inc. in May 1996.

Nicholas Tompkins (age 46) has been President and Chief Executive Officer of
Apio, Inc., a subsidiary of Landec, since Landec acquired Apio in
December 1999. Mr. Tompkins founded Apio in 1980 and has been its only President
and Chief Executive Officer. Since 1997, Mr. Tompkins has been the Chairman of
the Ag Business Advisory Council for California Polytechnics State University.

Larry Greene (age 46) has been Vice President of Manufacturing of the
Company since 1996. From 1995 to 1996, Mr. Greene served as General Manager of
the Company's QuickCast business line. From 1993 to 1995, Mr. Greene served as
Vice President of Product Development for Landec, and from 1987 to 1993 he held
a variety of product development and commercial development positions for the
Company. Prior to joining Landec, Mr. Greene was Manager of the Asia Pacific
Region for Zoecon Corporation, a manufacturer of consumer and animal healthcare
products, where he was responsible for product development, marketing and
technology licensing in Japan, Taiwan, Korea and China.

Gregory S. Skinner (age 39) has been Chief Financial Officer and Vice
President of Finance of the Company since November 1999 and Vice President of
Administration since November 2000. From May 1996 to October 1999, Mr. Skinner
served as Controller of the Company. From 1994 to 1996, Mr. Skinner was
Controller of DNA Plant Technology, and from 1988 to 1994 he was with Litton
Electron Devices. Prior to joining Litton Electron Devices, Mr. Skinner was with
Litton Industries Inc. and Arthur Anderson & Company.

COMMON STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of the Company's
Common Stock as of January 22, 2001 as to (i) each person who is known by the
Company to beneficially own more than five percent of any class of the Company's
voting stock, (ii) each of the Company's directors, (iii) each of the executive
officers named in the Summary Compensation Table of this proxy statement, and
(iv) all directors and executive officers as a group.

SHARES BENEFICIALLY OWNED(1)
-------------------------------------------------------------------------------
NUMBER OF
SHARES OF COMMON STOCK AND
5% SHAREHOLDERS, DIRECTORS, NAMED NUMBER OF SERIES A SERIES A PREFERRED
EXECUTIVE OFFICERS, AND DIRECTORS AND SHARES OF PERCENT OF PREFERRED PERCENT STOCK VOTING
EXECUTIVE OFFICERS AS A GROUP COMMON STOCK TOTAL(2) STOCK(3) OF TOTAL POWER PERCENTAGE
- ------------------------------------- ------------ ---------- ------------ -------- -------------------

Chase Capital Partners ........... 1,341,527(4) 8.31% 0 * 7.53%
380 Madison Avenue, 12th Floor
New York, NY 10128

Zesiger Capital Group LLC ....... 1,303,700(5) 8.07% 0 * 7.32%
P.B. Box 2600, VM # V34
Valley Forge, PA 19482

Primecap Management Company . 1,015,000(6) 6.29% 0 * 5.70%
225 South Lake Ave., Ste. 400
Pasadena, CA 91101-3009

Vanguard Horizon Funds--Vanguard
Capital Opportunity
Fund ........................... 1,015,000(7) 6.29% 0 * 5.70%
225 South Lake Avenue, Suite 400
Pasadena, CA 91101(8)

Michael Williams ................. 1,342,347 8.31% 0 * 7.53%
306 N. Main Street
Monticello, IN 47960(9)

Timothy Murphy ................... 833,333 5.16% 0 * 4.68%
4575 West Main Street
Guadalupe, CA 93434

Gary T. Steele ................... 483,108(10) 2.93% 0 * 2.66%
Chairman of the Board of
Directors, Chief Executive
Officer and President

David D. Taft, Ph.D. ............. 323,421(11) 1.97% 0 * 1.79%
Chief Operating Officer

Thomas Crowley ................... 45,658(12) * 0 * *
President and Chief Executive
Officer of Landec Ag, Inc.

Mr. Nicholas Tompkins ............ 1,352,704(13) 8.12% 0 * 7.38%
Chief Executive Officer of
Apio, Inc. and Senior Vice
President

Larry Greene ..................... 157,756(14) * 0 * *
Vice President Manufacturing

Kirby L. Cramer, Director......... 120,000(15) * 0 * *

Richard Dulude, Director.......... 71,903(16) * 0 * *

Frederick Frank, Director......... 30,000(17) * 1,666,670(18) 100% 9.51%

Stephen E. Halprin, Director...... 112,004(19) * 0 * *

Richard S. Schneider, Ph.D.,
Director.......................... 852,871(20) 5.27% 0 * 4.78%

All directors and executive
officers as a group (11 persons).. 3,646,973(21) 20.47% 1,666,670 100% 27.27%

- ------------------------

* Less than 1%

(1) Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, the persons named in the table have
sole voting and investment power with respect to all shares of capital
stock.

(2) As of January 22, 2001, 16,149,086 shares of Common Stock were issued and
outstanding. Percentages are calculated with respect to a holder of options
exercisable prior to March 23, 2001 as if such holder had exercised its
options. Option shares held by other holders are not included in the
percentage calculation with respect to any other holder.

(3) As of January 22, 2001, 166,667 shares of Series A Preferred Stock,
convertible into 1,666,670 shares of Common Stock, were issued and
outstanding.

(4) This information is based on a Schedule 13F filed with the SEC on
September 30, 2000 by Chase Capital Partners.

(5) This information is based on a Schedule 13F filed with the SEC on
September 30, 2000 by Zesiger Capital Group LLC. Zesiger Capital Group LLC
has sole voting power with respect to 729,000 shares, sole dispositive
power with respect to 1,303,700 shares and has no shared voting or
dispositive power.

(6) This information is based on a Schedule 13F filed with the SEC on
September 30, 2000 by Primecap Management Company.

(7) This information is based on a Schedule 13F filed with the SEC on
October 31, 2000 by Vanguard Horizon Funds--Vanguard Capital Opportunity
Fund.

(8) Vanguard Horizon Fund--Vanguard Capital Opportunity Fund have sole voting
power and share dispositive power with respect to 1,015,000 shares.

(9) Mr. Williams was the former President of Landec Ag, Inc., a subsidiary of
Landec Corporation.

(10) This number includes 119,447 shares held in trust of which Mr. Steele is a
beneficial owner and 6,011 shares owned directly by Mr. Steele. This also
includes 357,650 shares subject to outstanding stock options exercisable
on or before March 23, 2001.

(11) This number includes 300,374 shares subject to outstanding stock options
exercisable on or before March 23, 2001.

(12) This number includes 28,124 shares subject to outstanding stock options
exercisable on or before March 23, 2001. Excludes 500,000 shares subject
to outstanding Landec Ag, Inc. stock options exercisable on or before
March 23, 2001.

(13) This number includes 416,666 shares owned by Kathleen Tompkins,
Mr. Tompkins wife. This number also includes 519,371 shares subject to
outstanding stock options exercisable on or before March 23, 2001.
Excludes 497,958 shares subject to outstanding Apio, Inc. stock options
exercisable on or before March 23, 2001.

(14) This number includes 141,671 shares subject to outstanding stock options
exercisable on or before March 23, 2001.

(15) This number includes 76,520 shares subject to outstanding stock options
exercisable on or before March 23, 2001.

(16) This number includes 59,000 shares subject to outstanding stock options
exercisable on or before March 23, 2001.

(17) This number includes 30,000 shares subject to outstanding stock options
exercisable on or before March 23, 2001. This number does not include
166,667 shares of Series A Preferred Stock that are convertible into
1,666,670 shares of Common Stock.

(18) This number consists of 166,667 shares of Series A Preferred Stock that
are convertible into 1,666,670 shares of Common Stock.

(19) This number includes 20,033 shares owned by OSCCO III, L.P. of which
Mr. Halprin is a general partner. Includes 51,971 shares held in a trust
of which Mr. Halprin is a beneficial owner. Also includes 40,000 shares
subject to outstanding stock options exercisable on or before March 23,
2001. Mr. Halprin disclaims beneficial ownership in the shares owned by
OSCCO III, L.P. except to the extent of his pecuniary interest therein.

(20) This number includes 793,951 shares owned by Domain Partners II, L.P. and
5,725 shares owned by Domain Associates, L.L.C. Dr. Schneider, who is a
director of the Company, is a general partner of the general partner of
Domain Partners II, L.P. Dr. Schneider disclaims beneficial ownership of
the Domain Partners II, L.P. shares, except to the extent of his pecuniary
interest in such shares. Pursuant to a letter agreement with Domain
Associates, L.L.C., Dr. Schneider has beneficial ownership of 1,374 shares
of the shares owned by Domain Associates, L.L.C. This number also includes
12,903 shares held in a trust of which Dr. Schneider is a beneficial owner
and 10,292 shares owned directly by Dr. Schneider. This also includes
30,000 shares subject to outstanding stock options exercisable on or
before March 23, 2001.

(21) This number includes an aggregate of 1,666,665 shares held by officers and
directors which are subject to outstanding stock options exercisable on or
before March 23, 2001, 799,676 shares owned by Domain Partners II, L.P.
(of which Dr. Schneider, a director of the Company, is a general partner
of the general partner) and Domain Associates L.L.C., and 20,033 shares
owned by OSCCO III, L.P. (of which Mr. Halprin, a director of the Company,
is a general partner). This number also includes 166,667 shares of
Series A Preferred Stock owned by Mr. Frank that are convertible into
1,666,670 shares of Common Stock.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

GENERAL

The Company's executive compensation policies are determined by the
Compensation Committee (the "Committee") of the Board of Directors. The
Committee is comprised of three non-employee directors.

The objective of the Company's executive compensation program is to align
executive compensation with the Company's business objectives and performance,
and to enable the Company to attract, retain and reward executives who
contribute to the long-term business success of the Company. The Company's
executive compensation program is based on the same four basic principles that
guide compensation decisions for all employees of the Company:

- The Company compensates for demonstrated and sustained performance.

- The Company compensates competitively.

- The Company strives for equity and fairness in the administration of
compensation.

- The Company believes that each employee should understand how his or her
compensation is determined.

The Company believes in compensating its executives for demonstrated and
sustained levels of performance in their individual jobs. The achievement of
higher levels of performance and contribution are rewarded by higher levels of
compensation. In order to ensure that it compensates its executives
competitively, the Company regularly compares its compensation practices to
those of other companies of comparable size within similar industries. Through
the use of independent compensation surveys and analysis, employee compensation
training, and periodic pay reviews, the Company strives to ensure that
compensation is administered equitably and fairly and that a balance is
maintained between how executives are paid relative to other employees and
relative to executives with similar responsibilities in comparable companies.

The Committee meets at least twice annually. Additionally, the Committee may
hold special meetings to approve the compensation program of a newly hired
executive or an executive whose scope of responsibility has significantly
changed. Each year, the Committee meets with the Chief Executive Officer ("CEO")
regarding executive compensation projections for the next three years and
proposals for executive compensation for the next operating year. Compensation
plans are based on compensation surveys and assessments as to the demonstrated
and sustained performance of the individual executives. The Committee then
independently reviews the performance of the CEO and the Company, and develops
the annual compensation plan for the CEO based on competitive compensation data
and the Committee's evaluation of the CEO's demonstrated and sustained
performance and its expectation as to his future contributions in leading the
Company. At a subsequent meeting of the full Board of Directors, the Committee
presents for adoption its findings on the compensation of each individual
executive.

COMPENSATION OF EXECUTIVE OFFICERS

During the fiscal year that ended on October 29, 2000, the Company's
executive compensation program was comprised of the following key components:
base salary, annual bonus, and equity-based incentives.

BASE SALARY.

The Committee annually reviews the salaries of the Company's executives.
When setting base salary levels, in a manner consistent with the objectives
outlined above, the Committee considers

competitive market conditions for executive compensation, Company performance
and individual performance.

ANNUAL BONUS.

The Company's cash bonus program seeks to motivate executives to work
effectively to achieve the Company's financial performance objectives and to
reward them when objectives are met. The fiscal year 2000 executive bonus
payments for Messrs. Taft and Greene were based upon certain components of the
Company's revenues, margins and other strategic objectives.

EQUITY-BASED INCENTIVES.

Stock options are an important component of the total compensation of
executives. The Company believes that stock options align the interests of each
executive with those of the shareholders. They also provide executives a
significant, long-term interest in the Company's success and help retain key
executives in a competitive market for executive talent.

The Company's 1996 Stock Option Plan authorizes the Committee to grant stock
options to executives. The number of shares owned by, or subject to options held
by, each executive officer is periodically reviewed and additional awards are
considered based on past performance of the executive and the relative holdings
of other executives in the Company and at other companies in the comparable
industry. The option grants generally utilize four-year vesting periods to
encourage executives to continue contributing to the Company, and they expire
ten years from the date of grant.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER.

The Company's CEO's compensation plan includes the same elements and
performance measures as the plans of the Company's other executive officers. The
Committee evaluates the performance of the Company's CEO, sets his base
compensation and determines bonuses and awards stock or option grants, if any.

Mr. Steele's salary for each of fiscal years 2000 and 1999 was $304,648. He
received a bonus of $120,000 for each of fiscal years 2000 and 1999. This
reflects Mr. Steele's performance against pre-determined goals and objectives
for the fiscal year as well as his role in the attainment of the Company's
overall objectives.

DEDUCTIBILITY OF EXECUTIVE COMPENSATION.

The Committee has considered the impact of Section 162(m) of the Internal
Revenue Code, which section disallows a deduction for any publicly held
corporation for individual compensation exceeding $1 million in any taxable year
for the CEO and four other most highly compensated executive officers, unless
such compensation meets the requirements for the "performance-based" exception
to the general rule. Since the cash compensation paid by the Company to each of
its executive officers is expected to be below $1 million, the Committee
believes that this section will not affect the tax deductions available to the
Company. It will be the Committee's policy to qualify, to the extent reasonable,
the executive officers' compensation for deductibility under applicable tax law.

COMPENSATION COMMITTEE

/S/ KIRBY L. CRAMER /S/ RICHARD DULUDE /S/ RICHARD S. SCHNEIDER, PH.D.
--------------------------- -------------------------- --------------------------------
KIRBY L. CRAMER RICHARD DULUDE RICHARD S. SCHNEIDER, PH.D.

THIS REPORT WILL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE INTO ANY
FILING UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES EXCHANGE ACT OF
1934, EXCEPT TO THE EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THIS
REPORT BY REFERENCE, AND WILL NOT OTHERWISE BE DEEMED TO BE SOLICITING MATERIALS
OR TO BE FILED UNDER SUCH ACTS.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal year 2000, Mr. Cramer, Mr. Dulude and Dr. Schneider served as
members of the Compensation Committee. The Company has a consulting agreement
with Mr. Dulude pursuant to which he earned $30,000 per year in 1997 and 1998
and $1,000 per year in 1999 and 2000 and will continue to earn $1,000 per year
until terminated and pursuant to which he was granted stock options to purchase
4,000 shares of the Company's Common Stock.

EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE

The following Summary Compensation Table sets forth the compensation earned
by the Company's Chief Executive Officer and the four other highest-paid
executive officers whose salary and bonus for the fiscal year ended on
October 29, 2000 were in excess of $100,000 (collectively, the "Named Executive
Officers") for services rendered in all capacities to the Company for that
fiscal year, as well as the compensation earned by each such individual for the
Company's two preceding fiscal years.

LONG-TERM COMPENSATION AWARDS
-------------------------------------
ANNUAL COMPENSATION RESTRICTED
------------------------------ STOCK ALL OTHER
FISCAL SALARY BONUS STOCK AWARD COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($)(2) OPTIONS ($)(3) ($)(4)
- --------------------------- -------- -------- -------- --------- ---------- ------------

Gary T. Steele .......................... 2000 304,648 120,000 240,000 0 0
Chief Executive Officer, 1999 304,648 120,000 0 0 1,908
President and Chairman 1998 306,730 0 450,000 12,697 2,444
of the Board
David D. Taft ........................... 2000 238,077 48,200 0 0 0
Chief Operating Officer 1999 230,000 23,000 50,000 0 0
1998 225,385 23,000 145,000 0 1,313
Thomas Crowley .......................... 2000 188,077 0 0 0 0
President and Chief Executive 1999 180,000 0 15,000 0 0
Officer of Landec Ag, Inc.(5) 1998 177,115 0 25,000 10,323 545
Nicholas Tompkins ....................... 2000 189,053 0 2,850,000(7) 0 0
President and Chief Executive
Officer of Apio, Inc.(6)
Larry Greene ............................ 2000 158,490 16,200 25,000 0 0
Vice President, Manufacturing 1999 145,000 0 40,000 0 0
1998 133,000 12,000 90,000 0 0

- ------------------------

(1) Includes amounts deferred under the Company's 401(k) plan.

(2) Includes bonuses earned in the indicated year and paid in the subsequent
year. Excludes bonuses paid in the indicated year but earned in the
preceding year.

(3) Subject to the right of repurchase, at cost, by the Company, which lapsed at
a rate of 1/12th of the total number of shares purchased at the end of each
month following the date of purchase.

(4) Comprised of premiums paid by the Company under the Company's group term
life insurance policy. For Mr. Steele, also includes premiums paid by the
Company under the Company's disability insurance policy.

(5) Landec Ag, Inc. is a subsidiary of Landec.

(6) Apio, Inc. is a subsidiary of Landec.

(7) Consists of options to purchase 850,000 shares of Landec Common Stock and
options to purchase 2,000,000 shares of Apio Inc. common stock.

STOCK OPTION GRANTS IN FISCAL YEAR 2000

The following table sets forth information for the Named Executive Officers
with respect to grants of options to purchase Common Stock of the Company made
in the fiscal year ended October 29, 2000.

INDIVIDUAL GRANTS
--------------------------- GRANT DATE
NUMBER OF % OF TOTAL VALUE
SECURITIES OPTIONS/SARS -------------
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED FISCAL YEAR* ($/SH) DATE ($)(1)
- ---- ------------ ------------ ----------- ---------- -------------

Gary T. Steele.................... 40,000(2) 2.48% $6.125 12/2/2009 188,349
200,000(3) 12.39% $6.125 12/2/2003 798,080

David D. Taft..................... 0 0 n/a n/a 0

Thomas Crowley.................... 0 0 n/a n/a 0

Nicholas Tompkins................. 850,000(4) 52.66% $ 6.25 11/29/2005 3,266,299

Larry Greene...................... 25,000(2) 1.55% $ 6.75 12/3/2009 127,804

- ------------------------

* Total number of options granted by the Company to employees for the fiscal
year ended October 29, 2000 was 1,614,150 shares.

(1) The Company uses a Black-Scholes model of option valuation to determine
grant date present value. The Company does not advocate or necessarily
agree that the Black-Scholes model can properly determine the value of an
option. Calculations for the Named Executive Officers are based on a 7 year
expected option life which reflects the Company's experience that its
options, on average, are exercised within 7 years of grant. Other
assumptions used for the valuations are: interest rate (risk-free rate of
return) of 6.28%; annual dividend yield of 0%; and volatility of 85%.
Actual gains, if any, on stock option exercises and Common Stock holdings
are dependent upon a number of factors, including the future performance of
the Common Stock, overall market conditions and the timing of option
exercises, if any.

(2) Granted pursuant to the 1996 Plan. Stock options granted pursuant to the
1996 Plan generally vest at a rate of 1/48th of the total option grant per
month commencing 30 days from the date of the grant, becoming fully vested
on the fourth anniversary of the date of the grant.

(3) Granted pursuant to the 1996 Plan. The Steele 200,000 Share Option has a
four year term and vests one-third (1/3) at such times as the Company's
average Common Stock price exceeds each of $10 per share, $15 per share and
$20 per share, respectively, and, in each case, for 20 consecutive business
days.

(4) All options, which consist of the Tompkins 60,000 Share Option granted
pursuant to the 1996 Plan and an additional non-plan option to purchase
790,000 shares, have a term of six years and vest 50% of the total option
grant on the anniversary date of the grant and at a rate of 1/24th of the
total option grant per month thereafter.

AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2000
AND FISCAL YEAR-END OPTION VALUES

The following table sets forth information for the executive officers named
in the Summary Compensation Table with respect to stock options held by each of
them as of October 29, 2000.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END
NAME EXERCISE REALIZED (EXERCISABLE/UNEXERCISABLE)(1) (EXERCISABLE/UNEXERCISABLE)(2)
- ---- ----------- -------- ------------------------------ ------------------------------

Gary T. Steele.......... 0 $ 0 312,316/573,335 $929,342/$0

David D. Taft........... 0 $ 0 280,060/71,461 $ 743,475/0

Thomas Crowley.......... 0 $ 0 23,958/16,042 $ 0/$0

Nicholas Tompkins....... 0 $ 0 0/850,000 $ 0/$0

Larry Greene............ 10,000 $69,356 126,044/64,171 $167,271/$0

- ------------------------

(1) No stock appreciation rights (SARs) were outstanding during fiscal year
2000.

(2) Based on the closing price of the Company's Common Stock as reported on the
NASDAQ National Market System on October 27, 2000 of $4.75 per share minus
the exercise price of the in-the-money options.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors consists of the three
directors whose signatures appear below. Each member of the Audit Committee is
"independent" as defined in Rule 4200(a)(15) of the National Association of
Securities Dealers' listing standards.

The Audit Committee's general role as an audit committee is to assist the
Board of Directors in overseeing the Company's financial reporting process and
related matters. Its specific responsibilities are set forth in its charter,
which is attached as Appendix A to this proxy statement.

As required by the charter, the Audit Committee reviewed the Company's
audited financial statements for fiscal year 2000 and met with management, as
well as with representatives of Ernst & Young LLP, the Company's independent
auditors, to discuss the financial statements. The Audit Committee also
discussed with representatives of Ernst & Young LLP the matters required to be
discussed by Statement on Auditing Standards 61, COMMUNICATION WITH AUDIT
COMMITTEES.

In addition, the Audit Committee discussed with representatives of Ernst &
Young LLP their independence from management and the Company, including the
matters in the written disclosures required by Independence Standards Board
Standard No. 1, INDEPENDENCE DISCUSSIONS WITH AUDIT COMMITTEES.

Based on these discussions, the financial statement review and other matters
it deemed relevant, the Audit Committee recommended to the Board of Directors
(and the Board approved) that the audited financial statements be included in
the Company's Annual Report on Form 10-K for the year ended October 29, 2000.

AUDIT COMMITTEE

/S/ STEPHEN E. HALPRIN /S/ RICHARD DULUDE /S/ RICHARD S. SCHNEIDER, PH.D.
--------------------------- -------------------------- --------------------------------
STEPHEN E. HALPRIN RICHARD DULUDE RICHARD S. SCHNEIDER, PH.D.

PERFORMANCE GRAPH

The following graph summarizes cumulative total shareholder return data
(assuming reinvestment of dividends) for the period since the Company's stock
was first registered under Section 12 of the Securities Exchange Act of 1934
(February 15, 1996). The graph assumes that $100 was invested (i) on
February 15, 1996 in the Common Stock of Landec Corporation at a price per share
of $12.00, the price at which such stock was first offered to the public on that
date, (ii) on January 31, 1996 in the Standard & Poor's 500 Stock Index and
(iii) on January 31, 1996 in the NASDAQ Industrial Index. The stock price
performance on the following graph is not necessarily indicative of future stock
price performance. This graph will not be deemed to be incorporated by reference
into any filing under the Securities Act of 1933 or under the Securities
Exchange Act of 1934, except to the extent that the Company specifically
incorporates this report by reference, and will not otherwise be deemed to be
soliciting materials or to be filed under such Acts.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

PERFORMANCE GRAPH

LANDEC CORPORATION S&P 500 INDEX NASDAQ INDUSTRIAL INDEX

01/31/96 $100.00 $100.00 $100.00
10/31/96 $73.96 $110.89 $111.05
10/31/97 $40.63 $143.80 $141.84
10/30/98 $32.82 $172.74 $115.02
10/29/99 $36.98 $214.29 $172.73
10/29/00 $39.58 $129.20 $113.35

EMPLOYMENT CONTRACTS, CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS

On November 19, 1999, the Company sold 166,667 shares of Series A Preferred
Stock (representing 1,666,670 shares of common stock on an as-converted basis)
to Mr. Frederick Frank at a price of $60.00 per share for $10,000,000 and paid
Mr. Frank $800,000 as a finder's fee pursuant to a Series A Preferred Stock
Purchase Agreement between Mr. Frank and the Company.

In connection with the purchase of Apio, Inc., and certain related entities
(the "Apio Acquisition") the Company entered into an employment agreement with
Mr. Nicholas Tompkins for a term of five (5) years at an annual salary of
$200,000. Under the employment agreement, Mr. Tompkins was and will be employed
as a Senior Vice President of the Company and Chief Executive Officer of
Apio, Inc. Also, in the case of his involuntary termination other than for cause
or his resignation for good reason, his salary will continue to be paid until
December 2004. Pursuant to the employment agreement, Mr. Tompkins was issued
options to purchase up to 850,000 shares of Common Stock of the Company, and an
option to purchase up to 2,000,000 shares of common stock of Apio, Inc., a
wholly-owned subsidiary of the Company. In addition, in connection with the Apio
Acquisition, Mr. Tompkins was eligible to receive up to $10 million of earn-out
payments if Apio exceeded certain earning targets in fiscal years 2000 and 2001.
Of such amount, Mr. Tompkins earned $4.1 million in fiscal year 2000, which
amount is payable in March 2001. The remaining $5.9 million may be paid under
this earn-out if Apio exceeds the specified earnings targets for fiscal year
2001.

In connection with the Apio Acquisition, the Company entered into an
employment agreement with Mr. Timothy Murphy. The term of the employment
agreement was one year ending December 2000 and provided for an annual salary of
$100,000. In addition, in connection with the Apio Acquisition, Mr. Murphy
received a payment of $212,000 in January 2001, and will receive deferred
payments totalling $848,000 over the next four years.

In September 1997, in connection with the merger of Landec's subsidiary,
Landec Ag, Inc., with Fielder's Choice Direct, Landec entered into an employment
agreement with Michael Williams, President of the Fielder's Choice, for a term
of two years, which agreement expired by its terms. Mr. Williams continued his
employment with Landec Ag at an annual salary of $160,000 until October 31,
2000, at which time, he and the Company entered into a Consulting Agreement
providing for payment of annual consulting fees of $15,000 during the first
year, with consulting fees in subsequent years to be mutually agreed. In
connection with the merger, Mr. Williams is also receiving earn-out payments
from Landec Ag based on certain sales targets. The earn-out payments are payable
annually each July and will not exceed $2.4 million in the aggregate. As of
October 29, 2000, Mr. Williams had received earn-out payments totaling
$1.2 million.

Mr. Frank, a director of the Company, is Vice Chairman of Lehman Brothers
Inc. ("Lehman Brothers"). As compensation for services rendered by Lehman
Brothers in connection with the closing of the Apio Acquisition, the Company
(i) issued 62,500 shares of common stock of the Company to Lehman Brothers and
(ii) paid Lehman Brothers a total of $450,000 in cash before expenses, pursuant
to a letter agreement between the Company and Lehman Brothers. From time to
time, Lehman Brothers or its affiliates have provided, and may continue to
provide, investment banking services to the Company, for which they received or
will receive customary fees. Mr. Frank has no personal interest in these
transactions.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent of a registered
class of the Company's equity securities to file with the SEC initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company. Officers, directors and holders of more than ten
percent of the Company's Common Stock are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely upon review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended October 29, 2000 all Section
16(a) filing requirements applicable to the Company's officers, directors and
holders of more than ten percent of the Company's Common Stock were complied
with, except that Dr. Schneider and Mr. Halprin filed Form 5's late.

OTHER MATTERS

The Board of Directors knows of no other matters to be submitted to the
meeting. If any other matters properly come before the meeting, then the persons
named in the enclosed form of proxy will vote the shares they represent in such
manner as the Board may recommend.

It is important that the proxies be returned promptly and that your shares
be represented. Shareholders are urged to mark, date, execute and promptly
return the accompanying proxy card in the enclosed envelope.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Geoffrey P. Leonard

GEOFFREY P. LEONARD
SECRETARY

APPENDIX A

AUDIT COMMITTEE CHARTER

ORGANIZATION

This charter governs the operations of the audit committee (the "committee")
for Landec Corporation (the "Company"). The committee shall review and reassess
the charter at least annually and obtain the approval of the board of directors.
The committee shall be appointed by the board of directors (the "board") and
shall comprise at least three directors by June 30, 2001, each of whom are
independent of management and the Company. Members of the committee shall be
considered independent if they have no relationship that may interfere with the
exercise of their independence from management and the Company. All committee
members shall be financially literate, or shall become so within a reasonable
period of time after appointment to the committee, and at least one member shall
have accounting or related financial management expertise.

STATEMENT OF POLICY

The audit committee shall provide assistance to the board of directors in
fulfilling their oversight responsibility to the shareholders, potential
shareholders, the investment community and others relating to the Company's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, the internal audit function, the
annual independent audit of the Company's financial statements, and the legal
compliance and ethics programs as established by management and the board. In so
doing, it is the responsibility of the committee to maintain free and open
communications between the committee, independent auditors, and management of
the Company. In discharging its oversight role, the committee is empowered to
investigate any matter brought to its attention with full access to all books,
records, facilities and personnel of the Company and the power to retain outside
counsel, or other experts for this purpose.

RESPONSIBILITIES AND PROCESSES

The primary responsibility of the audit committee is to oversee the
Company's financial reporting process on behalf of the board and report the
results of their activities to the board. Management is responsible for
preparing the Company's financial statements, and the independent auditors are
responsible for auditing those financial statements. The committee in carrying
out its responsibilities believes its policies and procedures should remain
flexible, in order to best react to changing conditions and circumstances. The
committee should take the appropriate actions to set the overall corporate
"tone" for quality financial reporting, sound business risk practices, and
ethical behavior.

The following shall be the principal recurring processes of the audit
committee in carrying out its oversight responsibilities. The processes are set
forth as a guide with the understanding that the committee may supplement them
as appropriate.

- The committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the board and the audit committee, as representatives of
the Company's shareholders. The committee shall have the ultimate
authority and responsibility to evaluate and, where appropriate, replace
the independent auditors. The committee shall discuss with the auditors
their independence from management and the Company and the matters
included in the written disclosures required by the Independence Standards
Board. Annually, the committee shall review and recommend to the board the
selection of the Company's independent auditors, subject to shareholders'
approval.

- The committee shall discuss with the independent auditors the overall
scope and plans for their audit including the adequacy of staffing and
compensation. Also, the committee shall discuss with management and the
independent auditors the adequacy and effectiveness of the accounting and
financial controls, including the Company's system to monitor and manage
business risk, and legal and ethical compliance programs. Further, the
committee shall meet

separately with the independent auditors, with and without management
present, to discuss the results of their examination.

- The committee shall discuss the results of the quarterly review and any
other matters required to be communicated to the committee by the
independent auditors under generally accepted auditing standards. The
chair of the committee may represent the entire committee for the purposes
of this review.

- The committee shall review with management and the independent auditors
the financial statements to be included in the Company's Annual Report on
Form 10-K (or the annual report to shareholders if distributed prior to
the filing of Form 10-K), including their judgment about the quality, not
just acceptability, of accounting principles, the reasonableness of
significant judgments, and the clarity of the disclosures in the financial
statements. Also, the committee shall discuss the results of the annual
audit and any other matters required to be communicated to the committee
by the independent auditors under generally accepted auditing standards.

PROXY PROXY

2001 ANNUAL MEETING OF SHAREHOLDERS

The undersigned shareholder of Landec Corporation, a California corporation,
hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders and
Proxy Statement, each dated February 26, 2001, and hereby appoints Gary T.
Steele and Gregory S. Skinner, and each of them, with full power of
substitution, as proxies and attorneys-in-fact, on behalf and in the name of the
undersigned, to represent the undersigned at the Annual Meeting of Shareholders
of Landec Corporation to be held on March 29, 2001, at 5:00 p.m. local time, at
Hotel Sofitel, 223 Twin Dolphin Drive, Redwood City, California 94065, and at
any adjournment or postponement thereof, and to vote all shares of Common Stock
and Series A Preferred Stock which the undersigned would be entitled to vote if
then and there personally present, on the matters set forth below. This Proxy
will be voted as directed or, if no contrary direction is indicated, will be
voted as follows: (1) FOR the Election of Directors in the manner described in
the Proxy Statement, (2) FOR the amendment to the 1996 Stock Option Plan to
increase the number of shares of Common Stock reserved for issuance thereunder
by 500,000 shares to an aggregate of 2,000,000 shares, and (3) FOR the proposal
to ratify the selection of Ernst & Young LLP as the Company's independent
auditors for the fiscal year ending October 28, 2001.

/X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE

This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder(s). The Board of Directors unanimously
recommends a vote FOR all nominees for directors and proposals 2 and 3.

1. Election of Directors

FOR all Nominees: Frederick Frank, Stephen E. Halprin, Richard S.
Schneider, Ph.D.

/ / FOR / / AGAINST / / ABSTAIN

For all nominees except as noted:
(INSTRUCTION: to withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below)
------------------------------------------------------------------------------

CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE

2. To approve the amendment to the 1996 Stock Option Plan to increase the number
of shares of Common Stock reserved for issuance thereunder by 500,000 shares.

/ / FOR / / AGAINST

3. To ratify the appointment of Ernst & Young LLP as independent auditors of the
Company for the fiscal year ending October 28, 2001

/ / FOR / / AGAINST

and in their discretion, the proxies are authorized to vote on such other
business as may properly come before the meeting or any adjournment thereof.

DATED: ___________________, 2001

--------------------------------
SIGNATURE

PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD USING THE
ENCLOSED ENVELOPE. Please sign
exactly as name appears hereon.
Where shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee, or
guardian, please give full title
as such. If a corporation,
please sign in full corporate
name by President or other
authorized officer. If a
partnership, please sign in
partnership name by authorized
person.