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 Section 240.14a-11(c) or Section
240.14a-12

LIFECORE BIOMEDICAL, INC.
- --------------------------------------------------------------------------------
(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):

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/X/ 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.
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LIFECORE BIOMEDICAL, INC.
3515 LYMAN BOULEVARD
CHASKA, MN 55318
(612) 368-4300

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 14, 1996

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

Notice is hereby given that the Annual Meeting of Shareholders of Lifecore
Biomedical, Inc., will be held in the Auditorium of the Lutheran Brotherhood
Building, 625 Fourth Avenue South, Minneapolis, Minnesota 55402 on Thursday,
November 14, 1996 at 3:30 p.m., local time, for the following purposes:

1. To elect three (3) directors to hold three-year terms.

2. To consider and act upon a proposal to approve an amendment to the
Company's Articles of Incorporation to increase the total number of
authorized shares of Common Stock, par value $.01 per share, from
25,000,000 shares to 50,000,000 shares.

3. To consider and act upon a proposal to ratify and approve the 1996
Stock Plan.

4. To ratify and approve the selection of independent certified public
accountants for the Company for the current fiscal year.

5. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.

The Board of Directors has fixed the close of business on September 23,
1996 as the record date for the determination of shareholders entitled to notice
of and to vote at the meeting.

By Order of the Board of Directors,

James W. Bracke, PRESIDENT

Minneapolis, Minnesota
October 7, 1996

TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON. SHAREHOLDERS
WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON IF THEY
DESIRE.

LIFECORE BIOMEDICAL, INC.

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

PROXY STATEMENT

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

This Proxy Statement is furnished to the shareholders of Lifecore
Biomedical, Inc. (the "Company") in connection with the solicitation of proxies
by the Board of Directors of the Company to be voted at the Annual Meeting of
Shareholders to be held on November 14, 1996, and at any adjournment thereof.
The cost of this solicitation will be borne by the Company. In addition to
solicitation by mail, officers and directors of the Company may solicit proxies
by telephone, telegraph or in person. The Company may also request banks and
brokers to solicit their customers who have a beneficial interest in the
Company's common stock registered in the names of their nominees and will
reimburse such banks and brokers for their reasonable out-of-pocket expenses.
The Company's principal offices are located at 3515 Lyman Boulevard, Chaska,
Minnesota 55318. The mailing of this Proxy Statement to shareholders of the
Company was commenced on or about October 7, 1996.

Any proxy may be revoked at any time before it is voted by written notice,
mailed or delivered to the Secretary of the Company, or by revocation of a
written proxy by request in person at the Annual Meeting; but if not so revoked,
the shares represented by such proxy will be voted.

The total number of shares of stock outstanding and entitled to vote at the
meeting as of September 23, 1996 consisted of 12,141,821 shares of $.01 par
value common stock. Each share of common stock is entitled to one vote, and
there is no cumulative voting. Only shareholders of record at the close of
business on September 23, 1996 will be entitled to vote at the meeting. The
presence in person or by proxy of holders of thirty-three and one-third percent
(33-1/3%) of the shares of common stock entitled to vote at the Annual Meeting
of Shareholders constitutes a quorum for the transaction of business.

Under Minnesota law, each item of business properly presented at a meeting
of the Company's shareholders (other than amendments to the Company's Articles
of Incorporation and certain other matters) generally must be approved by the
affirmative vote of the holders of a majority of the voting power of the shares
present, in person or by proxy, and entitled to vote on that item of business.
However, if the shares present and entitled to vote on that item of business
would not constitute a quorum for the transaction of business at the meeting,
then the item must be approved

by a majority of the voting power of the minimum number of shares that would
constitute such a quorum. Votes cast by proxy or in person at the Annual
Meeting of Shareholders will be tabulated by the election inspectors
appointed for the meeting and will determine whether or not a quorum is
present. The election inspectors will treat abstentions as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum and in tabulating votes cast on proposals presented to shareholders
for vote, but as unvoted for purposes of determining the approval of the
matter from which the shareholder abstains. Consequently, an abstention will
have the same effect as a negative vote. If a broker indicates on the proxy
that it does not have discretionary authority as to certain shares to vote on
a particular matter, those shares will not be considered as present and
entitled to vote with respect to that matter.

The proxy rules of the Securities and Exchange Commission permit
shareholders, after timely notice to issuers, to present proposals for
shareholder action in issuer proxy statements where such proposals are
consistent with applicable law, pertain to matters appropriate for shareholder
action, and are not properly omitted by issuer action in accordance with the
proxy rules. The Company's Bylaws also provide that shareholders may present
proposals for shareholder action by giving notice to the Secretary of the
Company not less than 50 days nor more than 75 days prior to the meeting (or if
less than 60 days' notice or prior public disclosure of the date of the annual
meeting is given or made to shareholders, not later than the 10th day following
the day on which the notice of the date of the annual meeting was mailed or such
public disclosure was made). Notice relating to the conduct of such business at
an annual meeting must contain certain information about such business and the
shareholder who proposes to bring such business before the meeting, the reasons
for conducting such business at the annual meeting, the name and address of such
shareholder, and any material interest of such shareholder in the business he or
she proposes. The Company's Annual Meeting for the fiscal year ending June 30,
1997 is expected to be held on or about November 13, 1997, and proxy materials
in connection with that meeting are expected to be mailed on or about October 6,
1997.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information provided to the Company as to the
beneficial ownership of the Company's common stock as of July 31, 1996 by (i)
all persons known by the Company to be the beneficial owner of more than 5% of
such stock; (ii) each of the directors of the Company; (iii) each executive
officer named on the table on page 8; and (iv) all officers and directors as a
group.

NAME AND ADDRESS OF AMOUNT BENEFICIALLY PERCENT OF
BENEFICIAL OWNER OWNED (1) CLASS
---------------- --------- -----

Putnam Investments, Inc.
One Post Office Square
Boston, MA 02109 . . . . . . . . . . . . . 1,098,365(2) 9.0%

Johnson & Johnson Development Corp.
One Johnson & Johnson Plaza
New Brunswick, NJ 08933 . . . . . . . . . . 962,524(3) 7.9%

Perkins Capital Management, Inc.
730 East Lake Street
Wayzata, MN 55391 . . . . . . . . . . . . . 816,160(4) 6.7%

First Bank System, Inc.
601 2nd Avenue South
Minneapolis, MN 55402 . . . . . . . . . . . 693,207(5) 5.7%

James W. Bracke, Ph.D . . . . . . . . . . . . 205,035(6) 1.7%

Orwin L. Carter, Ph.D . . . . . . . . . . . . 23,666(7) *

Joan L. Gardner . . . . . . . . . . . . . . . 14,750(8) *

Thomas H. Garrett . . . . . . . . . . . . . . -- --

John C. Heinmiller . . . . . . . . . . . . . 5,333(9) *

Donald W. Larson . . . . . . . . . . . . . . 29,966(10) *

Mark J. McKoskey . . . . . . . . . . . . . . . 34,082(11) *

Richard W. Perkins . . . . . . . . . . . . . . 70,666(12) *

Directors and officers as a group
(12 persons) . . . . . . . . . . . . . . . . . 484,747(13) 3.9%

______________________
* Less than 1%

(1) Unless otherwise indicated, ownership is direct and the person has full
voting and investment power.

(2) Based upon the content of a statement filed as of August 6, 1996 pursuant
to Section 13(g) of the Securities Exchange Act of 1934.

(3) Based upon the content of a statement filed as of October 27, 1995 pursuant
to Section 13(g) of the Securities Exchange Act of 1934.

(4) Based upon the content of a statement filed as of January 31, 1996 pursuant
to Section 13(g) of the Securities Exchange Act of 1934. Excludes shares
beneficially owned by Richard W. Perkins, the controlling shareholder of
Perkins Capital Management, Inc. and a director of the Company.

(5) Based upon the content of a statement filed as of February 9, 1996 pursuant
to Section 13(g) of the Securities Exchange Act of 1934.

(6) Includes 60,763 shares held by Dr. Bracke's wife, 52,606 shares held
jointly by Dr. Bracke and his wife, 3,500 shares held by one of Dr.
Bracke's children and 88,166 shares which Dr. Bracke has the right to
purchase pursuant to stock options which are or will become exercisable
within sixty days of the date hereof.

(7) Includes 22,666 shares which Dr. Carter has the right to purchase pursuant
to stock options which are or will become exercisable within sixty days of
the date hereof.

(8) Includes 4,250 shares held by a partnership in which Ms. Gardner is a
partner and 10,000 shares which Ms. Gardner has the right to purchase
pursuant to stock options which are or will become exercisable within sixty
days of the date hereof.

(9) Includes 3,333 shares which Mr. Heinmiller has the right to purchase
pursuant to stock options which are or will become exercisable within sixty
days of the date hereof.

(10) Includes 19,666 shares which Mr. Larson has the right to purchase pursuant
to stock options which are or will become exercisable within sixty days of
the date hereof.

(11) Includes 17,250 shares which Mr. McKoskey has the right to purchase
pursuant to stock options which are or will become exercisable within sixty
days of the date hereof.

(12) Includes 45,000 shares held by various trusts of which Mr. Perkins is the
sole trustee, 6,000 shares held by a foundation created by Mr. Perkins and
19,666 shares which Mr. Perkins has the right to purchase pursuant to stock
options which are or will become exercisable within sixty days of the date
hereof. Excludes 816,160 shares held for the accounts of clients of
Perkins Capital Management, Inc. ("PCM"), a registered investment advisor
of which Mr. Perkins is the controlling shareholder. PCM has the right to
sell the shares but does not have voting power over the shares. Mr.
Perkins and PCM disclaim beneficial interest in the shares held for the
account of PCM clients.

(13) Includes 248,997 shares which certain directors and officers have the right
to purchase pursuant to stock options which are or will become exercisable
within sixty days of the date hereof.

1. ELECTION OF DIRECTORS

Three directors will be elected to three-year terms at the Annual Meeting.
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 (presently, two directors in each
of two classes and three directors in one class) belong to each class.

Management has nominated for election the persons named below. The
nominees are currently directors of the Company and have consented to being
named as nominees. It is intended that proxies will be voted for such nominees.
The Company believes that the nominees named below will be able to serve but,
should a nominee be unable to serve as a director, the persons named in the
proxies have advised that they will vote for the election of such substitute
nominee as management may propose. The names and ages of the directors and
their principal occupations are set forth below, based upon information
furnished to the Company by the directors.

Director
Name and Age Principal Occupation Since
- ------------ -------------------- -----

TO BE NOMINATED FOR ELECTION FOR A THREE-YEAR TERM:

James W. Bracke, Ph.D. (49) President and CEO of the Company 1983
Joan L. Gardner (51) Community Volunteer 1992
Thomas H. Garrett (51) Business Consultant 1996

THE DIRECTORS WHOSE TERM OF OFFICE WILL CONTINUE AFTER THE ANNUAL MEETING AND
WHOSE TERMS WILL EXPIRE IN 1997:

Donald W. Larson (67) Publisher, Business Newsletter 1983
Orwin L. Carter, Ph.D. (54) Vice President of Finance
and Administration,
Hamline University 1989

THE DIRECTORS WHOSE TERM OF OFFICE WILL CONTINUE AFTER THE ANNUAL MEETING AND
WHOSE TERMS WILL EXPIRE IN 1998:

Richard W. Perkins (65) President and CEO, Perkins Capital
Management, Inc. 1983
John C. Heinmiller (42) Vice President-Administration,
Daig Corporation 1994

OTHER INFORMATION REGARDING THE BOARD

Dr. Bracke was appointed President and Chief Executive Officer and a
director in August 1983 and Secretary in March 1995. He joined the Company in
February 1981 as Senior Research Scientist. The Company has an employment
agreement with Dr. Bracke that extends through June 1998. Dr. Bracke's
employment agreement prohibits him from competing with the Company for three
years after termination of employment. In the event of termination upon a
change in control of the Company, the employment agreement provides that Dr.
Bracke will receive a sum equal to 300% of his base salary.

Ms. Gardner has had a career in community service. She is currently
serving on the Board of Children's Health Care and chairs its Quality Committee.
She formerly chaired the Boards of Trustees of the Biomedical Research Institute
and The Children's Hospital Incorporated and served on the board of the National
Association of Children's Hospitals and Related Institutes and chaired its
Education Council. Ms. Gardner has been a director of the Company since
November 1992.

Mr. Garrett has been a business consultant since July 1996. Prior to July
1996, Mr. Garrett was a partner at the law firm of Lindquist & Vennum P.L.L.P.
of Minneapolis, Minnesota for more than the last five years. He served as its
Managing Partner from 1993 through 1995. Mr. Garrett has been a director of the
Company since July 1996 and is also a director of St. Jude Medical, Inc. and
Check Technology Corporation.

Mr. Larson is a self-employed business publisher and editor. He has been
editor and publisher of BUSINESS NEWSLETTER since 1980. Prior to 1980, he was
editor and publisher of CORPORATE REPORT MINNESOTA. He has been a director of
the Company since 1983.

Dr. Carter is currently Vice President of Finance and Administration at
Hamline University. From December 1989 through September 1994, he served as
President and Chief Executive Officer of INCSTAR Corporation, a medical
diagnostic device manufacturer. He then served as Chairman until March 1995.
He has been a director of the Company since 1989 and is also a director of
Theragenics Corporation.

Mr. Perkins is President, Chief Executive Officer and a director of Perkins
Capital Management, Inc., Wayzata, Minnesota, where he has held those positions
since January 1985. Mr. Perkins is a director of the following public
companies: Bio-Vascular, Inc., Children's Broadcasting

Corporation, CNS, Inc., Eagle Pacific Industries, Inc., Garment Graphics, Inc.,
Nortech Systems, Inc., Peerless Industrial Group, Inc., and Quantech, Ltd. He
has been a director of the Company since 1983.

Mr. Heinmiller is currently Vice President-Administration of Daig
Corporation, which designs, manufactures and markets medical devices for
cardiovascular applications. He was Vice President of Finance and Chief
Financial Officer of the Company from October 1991 to February 1995. Prior to
October 1991, Mr. Heinmiller was an employee of Grant Thornton LLP, a national
CPA firm and he was a partner of that firm from 1986 to 1991. He has been a
director of the Company since November 1994.

COMMITTEES. Mr. Heinmiller (Chairman), Mr. Carter and Ms. Gardner serve as
members of the Audit Committee of the Board of Directors. The Audit Committee
met two times in fiscal 1996. Among other duties, the Audit Committee reviews
the scope of the independent audit, considers comments by the auditors regarding
internal controls and accounting procedures, and considers management's response
to those comments. Mr. Perkins (Chairman), Ms. Gardner and Mr. Larson serve as
members of the Compensation Committee of the Board of Directors. The
Compensation Committee makes recommendations to the Board with respect to
executive and key employee compensation. The Compensation Committee held one
meeting in fiscal 1996. Dr. Carter (Chairman), Messrs. Larson and Heinmiller
currently serve as members of the Nominating Committee of the Board of
Directors. The Nominating Committee makes recommendations to the Board with
respect to nominees to serve on the Board of Directors. The Nominating
Committee met one time in fiscal 1996.

MEETINGS. During fiscal 1996 the Board of Directors met six times. Each
of the current directors, while a member of the Board, attended 75% or more of
the meetings of the Board of Directors and any committee of the Board on which
such director served.

REMUNERATION OF DIRECTORS. Directors who are not officers of the Company
receive a fee of $500 per month.

The 1996 Stock Plan (the "1996 Plan"), which was adopted by the Board on
September 19, 1996, subject to shareholder approval at the Annual Meeting,
provides for the automatic granting of options to non-employee directors upon
election or re-election by the Board or shareholders (provided that the Board
may adjust the option granted to any person who has received a stock option
from the Company in the preceding three years.) Each option covers 30,000
shares, vesting over a three-year period. Non-employee directors will also be
eligible for additional option grants under the 1996 Plan. See "Proposal for
Approval of the 1996 Stock Plan." The automatic grant program under the 1996
Plan replaces a similar formula grant program under the 1990 Stock Plan,
under which each option covered 10,000 shares, vesting over a three-year
period. Pursuant to the automatic grant feature of the 1990 Plan, Ms. Gardner
was granted an option to purchase 10,000 shares at $11.25 per share on
November 17, 1995, and Mr. Garrett was granted an option to purchase 10,000
shares at $16.00 per share on July 24, 1996.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's Chief
Executive Officer and each of the Company's other executive officers whose cash
compensation exceeded $100,000, based on salary earned during fiscal 1996.

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
FISCAL STOCK
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(1)
- --------------------------- ---- ------ ----- ----------

James W. Bracke 1996 $199,520 $90,000 24,000
President and Chief 1995 189,073 -- 10,000
Executive Officer 1994 188,171 -- 25,000

Mark J. McKoskey 1996 $108,366 -- 12,000
Vice President and 1995 96,827 -- 5,000
General Manager 1994 96,967 -- 15,000
of the Oral Restorative Division

_________________

(1) Number of shares of common stock purchasable under option grants.

EMPLOYMENT AND SEVERANCE AGREEMENTS. Dr. James W. Bracke, the President,
Chief Executive Officer, Secretary and a Director of the Company, entered
into an Employment Agreement with the Company dated June 1, 1991, as amended
on August 14, 1995, which provides for a term of employment through June 30,
1998 and contains customary confidential disclosure and noncompete
provisions. The Agreement provides for a severance payment equal to 300% of
Dr. Bracke's base salary paid during the year preceding a termination which
is made as a result of a merger or acquisition of the Company or as a result
of a change in control of the Company. Dr. Bracke's base salary is currently
$200,000 per year and, accordingly, in the event the severance provision of
his Employment Agreement were triggered by a merger, acquisition or change in
control, the Company or its successor would be obligated to pay him
approximately $600,000.

Mark J. McKoskey, Vice President and General Manager of the Oral
Restorative Division, entered into an Employment Agreement with the Company
dated June 3, 1985, which contains customary confidential disclosure and non-
compete provisions. As an executive officer, the Company

will provide for Mr. McKoskey a severance payment equal to 100% of his base
salary paid during the year preceding termination which is made as a result
of a merger or acquisition of the Company or as a result of a change in
control of the Company. Mr. McKoskey's base salary is currently $110,000 per
year and, accordingly, in the event the severance provision were triggered by
a merger, acquisition or change in control, the Company or its successor
would be obligated to pay him approximately $110,000.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information with respect to the named
executives, concerning stock options granted to those individuals during the
last fiscal year:

% OF TOTAL POTENTIAL REALIZABLE VALUE
OPTIONS AT ASSUMED ANNUAL RATES
GRANTED OF STOCK PRICE
TO EXERCISE APPRECIATION FOR OPRION
EMPLOYEES OR BASE TERM (4)
OPTIONS IN LAST PRICE PER EXPIRATION ----------------------------
NAME GRANTED YEAR SHARE(2) DATE (3) 5% 10%
- ---- ------- ---- --------- -------- -- ---

James W. Bracke 24,000(1) 13.2 $11.00 Nov. 3, 2005 $166,028 $420,748
Mark J. McKoskey 12,000(1) 6.6 11.00 Nov. 3, 2005 83,014 210,374

_______________

(1) Exercisable in cumulative 25% annual installments commencing one year from
date of grant (November 3, 1995), with full vesting occurring on the fourth
anniversary date.

(2) All options were granted at the market value of the Company's common stock
based upon the last reported price on date preceding the date of grant.
The exercise price and tax withholding obligations related to exercise may
be paid by delivery of already owned shares or by offset of the underlying
shares, subject to certain conditions.

(3) All options have a ten year term, subject to termination of employment.

(4) Gains are reported net of the option exercise price, but before taxes
associated with exercise. These amounts represent certain assumed rates of
appreciation only. Actual gains, if any, on stock option exercises are
dependent on the future performance of the common stock, overall stock
market conditions, as well as the option holder's continued employment
through the vesting period. The amounts reflected in this table may not
necessarily be achieved.

OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES

The following table sets forth information with respect to the named
executives, concerning the exercise of options during the last fiscal year and
unexercised options held as of the end of the fiscal year:

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

James W. Bracke 2,400 $ 23,400 75,683 43,584 $728,669 $541,945
Mark J. McKoskey 21,725 145,286 13,500 24,500 199,969 316,281

______________

(1) Market value on the date of exercise of shares covered by options
exercised, less option exercise price.

(2) The closing price for the Company's common stock on June 30, 1996 was
$21.25. Value is calculated on the basis of the difference between the
option exercise price and $21.25 multiplied by the number of shares of
common stock underlying the options.

REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors is composed entirely
of nonemployee directors, currently consisting of Mr. Perkins (Chairman), Ms.
Gardner and Mr. Larson. The Compensation Committee is responsible for approving
and recommending to the Board of Directors all short and long term compensation
plans for the executive officers of the Company and the Board of Directors and
for administering the Company's stock option plans. All decisions by the
Compensation Committee relating to the compensation of the Company's executive
officers are reviewed by the full Board.

Set forth below is a report submitted by Mr. Perkins, Ms. Gardner and Mr.
Larson in their capacity as the Board's Compensation Committee (the
"Committee"), addressing the Company's compensation policies for fiscal 1996 as
they affected the Company's executive officers generally, and specifically as
they affected Dr. Bracke, the Company's Chief Executive Officer, and Mr.
McKoskey, the Company's only executive officer other than Dr. Bracke whose cash
compensation exceeded $100,000 during fiscal 1996 (collectively with Dr. Bracke,
the "Named Executives").

The following report shall not be deemed incorporated by reference by any
general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 (the "1933 Act") or the Securities
Exchange Act of 1934 (the "1934 Act"), except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under the 1933 Act or the 1934 Act.

COMPENSATION POLICIES TOWARD EXECUTIVE OFFICERS

The Company's executive compensation has historically consisted of three
components: (i) base salaries, (ii) stock options and (iii) cash bonuses. Each
of these elements is discussed below:

BASE SALARIES. In determining the base salaries of each executive
officer, the Company has utilized compensation surveys and has considered
performance against defined goals and longevity with the Company. The base
salaries of the Company's executive officers have generally remained
constant in recent years, subject only to cost of living increases,
adjustments based on increased responsibilities and the increase for Dr.
Bracke pursuant to an extension of his employment contract as discussed
below under "Chief Executive Officer Compensation."

STOCK OPTIONS. During fiscal 1996, the Company granted stock options
to all of its officers, including Dr. Bracke. These options, which were
granted in November 1995, allow Dr. Bracke to purchase 24,000 shares of the
Company's common stock and each of the other executive officers to purchase
between 8,000 and 12,000 shares of the Company's common stock, at $11.00
per share, the fair market value of the shares on the date of grant,
exercisable in cumulative 25% installments commencing one year from the
date of grant. The Committee selected the recipients of options and the
numbers of shares subject to their options according to the duties of the
recipients and their performance during the preceding fiscal year. Stock
option grants are intended to focus the Company's officers and key
employees on long term Company performance which results in improvement in
shareholder value and provides a significant earning potential for the
recipients. The multi-year vesting requirements for the incentive stock
options granted during fiscal 1996 are designed to direct the Company's
executives toward steady growth and to retain their services.

CASH BONUSES. The Board of Directors authorized a cash bonus of
$90,000 to Dr. Bracke during fiscal 1996, as described below. No other
bonuses have been paid to any of the Company's executive officers during
the past five fiscal years.

In addition to the compensation described above, the Company allows its
executives to participate in other broad-based employee benefit plans, such as
the Company's 401(k) plan and its 1990 Employee Stock Purchase Savings Plan
which allows the Company's employees to purchase shares of the Company's Common
Stock through payroll deductions at a purchase price of the lower of 85% of the
fair market value of the shares on the beginning or ending date of each one-year
phase of the Plan.

There is a $1 million limit on the deductibility of certain compensation
for federal income tax purposes pursuant to Section 162(m) of the Internal
Revenue Code. As described below under "Proposal for Approval of the 1996 Stock
Plan," that proposed plan contains a limitation on the number of stock options
that may be granted to any person in any fiscal year. This limitation is
intended to preserve the Company's federal tax deduction for compensation
expense related to stock

options that may be granted to executive officers under the 1996 Plan. Given
the Company's current levels of cash compensation, the Committee does not
believe it will be necessary to take any other action to qualify the
Company's compensation programs under Section 162(m) in the foreseeable
future; however, the Committee will continue to evaluate whether any future
action is appropriate.

CHIEF EXECUTIVE OFFICER COMPENSATION

The compensation of Dr. Bracke, the Company's Chief Executive Officer, is
set by and subject to the discretion of the Compensation Committee, with
approval of the Board of Directors. Dr. Bracke received a salary adjustment
from $183,000 to $200,000 in fiscal 1996, in connection with an amendment to his
employment agreement to extend the term of the agreement through June 1998. Dr.
Bracke also received a cash bonus of $90,000 for fiscal 1996 in recognition of
his contributions to the Company, in particular his role in raising capital for
the Company and his additional duties as chief financial officer during this
time period.

SUBMITTED BY THE COMPENSATION COMMITTEE OF THE COMPANY'S BOARD OF DIRECTORS:

Richard W. Perkins, Chairman Joan L. Gardner Donald W. Larson

STOCK PRICE PERFORMANCE GRAPH

The following graph compares the yearly percentage change in the
cumulative total shareholder return on the Company's common stock during the
five years ended June 30, 1996 with the cumulative total return on the Nasdaq
Stock Market Index (U.S. Companies), a Company selected peer group, and the
Index of Nasdaq Pharmaceutical Stocks. Beginning in 1996, the cumulative
total shareholder return on the Company's common stock will be compared
against a peer group made up of competitors in the medical products field,
and the use of the Nasdaq Pharmaceutical Stocks index will be discontinued.
Management believes that the comparison to a peer group is more meaningful
than the previous comparison to the Nasdaq Pharmaceutical Stocks index that
has been used in the past. The comparison assumes that $100 was invested on
June 30, 1991 in the Company's common stock and in each of the foregoing
indices and assumes reinvestment of dividends. The returns of each component
issuer of the peer group have been weighted according to the respective
issuer's stock market capitalization.

The peer group selected includes the following companies: Anika Research
Inc.; BioTech General Corp.; Biomatrix Inc.; Genzyme Corp.; Hyal Pharmaceutical
Corp.; Interpore International; Life Medical Sciences Inc.; Ligand
Pharmaceuticals Cl B; and Osteotech Inc. All of these companies are traded on
the Nasdaq National Market with the exception of Anika Research Inc. which is
traded on the Nasdaq SmallCap Market.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN

[INSERT LINE GRAPH HERE.]

- -------------------------------------------------------------------------------------
6/30/91 6/30/92 6/30/93 6/30/94 6/30/95 6/30/96
- -------------------------------------------------------------------------------------

Lifecore $100.00 $134.94 $72.29 $56.63 $74.70 $204.82
- -------------------------------------------------------------------------------------
Nasdaq U.S. Companies 100.00 120.13 151.08 152.52 203.59 261.37
- -------------------------------------------------------------------------------------
Peer Group 100.00 143.33 124.45 82.79 114.91 180.33
- -------------------------------------------------------------------------------------
Nasdaq Pharmaceutical
Stocks 100.00 124.51 108.23 90.54 120.17 177.12
- -------------------------------------------------------------------------------------

2. PROPOSAL TO APPROVE AMENDMENT
TO THE COMPANY'S
ARTICLES OF INCORPORATION

The Board of Directors has approved an amendment to Article V of the
Company's Articles of Incorporation which would increase the number of
authorized shares of common stock from 25,000,000 shares to 50,000,000 shares.
The Board believes adoption of this amendment is in the best interests of the
shareholders and recommends that shareholders vote in favor of this proposal.
At September 23, 1996, 12,141,821 shares of common stock were issued and
outstanding. There are 986,344 shares reserved for future issuance in the
aggregate under the Company's 1987 Stock Option Plan, the 1990 Stock Plan and
the Employee Stock Purchase Plan, leaving approximately 11.9 million shares
available for corporate purposes. If the shareholders approve the Lifecore
Biomedical, Inc. 1996 Stock Plan as recommended by the Board of Directors in
Proposal 3 of this Proxy Statement, an additional 3,000,000 shares will be
reserved for future issuance under that plan.

The Company has no present plans, understandings or agreements for the
issuance or use of the proposed additional shares of common stock, except for
the number of shares authorized for issuance under the Company's proposed 1996
Stock Plan, the existing stock plans named above and the Company's shareholder
rights plan. However, the Board of Directors believes the Company needs
additional authorized shares to provide the Company with the flexibility, as the
need arises, to use common stock, or securities convertible into common stock,
without the expense and delay of a special shareholders' meeting, for any future
stock dividends, public offerings, private placements, acquisitions, and for
other purposes. Such activities may require more shares of common stock than
are currently available to the Company.

The newly authorized common stock would be identical to the existing
authorized common stock in all respects. Holders of common stock are entitled
to one vote per share and do not have

the right to cumulate their votes in an election of directors. Holders of
common stock have no conversion rights and no preemptive or other rights to
subscribe for additional securities. Upon liquidation of the Company, the
holders of common stock will be entitled to share ratably in all assets
available for distribution after the payment or provision for payment of all
debts and liabilities and subject to the rights of the holders of preferred
stock which may be outstanding. Each share of common stock is entitled to
such dividends as may from time to time be declared by the Board of Directors
out of funds legally available therefor.

In addition to the common stock, the Company's Articles of Incorporation
currently authorize the issuance of 25,000,000 shares of preferred stock, par
value $1.00 per share, none of which is currently outstanding. The proposed
amendment would not affect the preferred stock in any way. Although the Board
of Directors has no present plan to do so, authorized and unissued common stock
and preferred stock could be issued in one or more transactions with terms,
provisions and rights which would make it more difficult, and less likely, to
take over the Company. Any such issuance of additional shares could have the
effect of diluting the earnings per share and book value per share of existing
shares of common stock, and such additional shares could be used to dilute the
share ownership of persons seeking to obtain control of the Company.

The resolution to be considered and acted upon by the shareholders at the
Annual Meeting is as follows:

RESOLVED, that the first sentence of Article V of the Articles of
Incorporation of the Company be amended to read as follows:

ARTICLE V

"The authorized capital stock of this corporation shall be Fifty
Million (50,000,000) shares of Common Stock of the par value of One
Cent ($.01) per share (the "Common Stock") and Twenty-five Million
(25,000,000) shares of preferred stock of the par value of One Dollar
($1.00) per share (the "Preferred Stock")."

The approval of the amendment to the Articles of Incorporation requires the
affirmative vote of the holders of a majority of the stock entitled to vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF AN AMENDMENT
TO THE COMPANY'S ARTICLES OF INCORPORATION.

3. PROPOSAL FOR APPROVAL OF THE 1996 STOCK PLAN

GENERAL INFORMATION

On September 19, 1996, the Company's Board of Directors adopted the
Lifecore Biomedical, Inc. 1996 Stock Plan (the "1996 Plan"), subject to
ratification and approval by the shareholders of the 1996 Plan. The purpose of
the 1996 Plan is to enable the Company and its subsidiaries to retain and
attract key employees, consultants and non-employee directors who contribute to
the Company's success by their ability, ingenuity and industry, and to enable
such key employees, consultants and non-employee directors to participate in the
long-term success and growth of the Company by giving them a proprietary
interest in the Company. The 1996 Plan authorizes the granting of awards in any
of the following forms: (i) stock options, (ii) stock appreciation rights, (iii)
restricted stock, and (iv) deferred stock.

The 1996 Plan includes a share authorization of 3,000,000 shares in order
to provide an adequate reserve for the grant of options to key employees in
the future and to provide ongoing automatic grants of stock options to
non-employee directors. The Company's previous plan, the 1990 Stock Plan (the
"1990 Plan"), was originally adopted in 1990 with an authorization of 500,000
shares and was amended in 1993 to increase the authorized shares to
1,000,000. As of September 23, 1996, options to purchase 708,770 shares were
outstanding under the 1990 Plan; 131,263 shares had been purchased through
the exercise of options; and only 159,967 shares remained available for
awards under the 1990 Plan. Further, four of the the Company's six
non-employee directors have already received the maximum number of stock
options available under the provision of the 1990 Plan providing for
automatic grants to such persons.

When the Board of Directors approved the 1996 Plan, it considered a
variety of factors, including the increase in the number of full time
employees of the Company from 68 as of August 31, 1990 to 135 as of July 31,
1996; the importance of attracting and retaining technical and management
employees in an increasingly competitive market; the importance of attracting
and retaining qualified non-employee directors; and the increase in the
Company's outstanding shares from 5,204,269 shares as of September 25, 1990
to 12,141,821 shares as of September 23, 1996.

The principal features of the 1996 Plan are summarized below.

SHARES AVAILABLE UNDER 1996 PLAN. The maximum number of shares of common
stock reserved and available under the 1996 Plan for awards is 3,000,000
(subject to possible adjustment in the event of stock splits or other similar
changes in the common stock). Shares of common stock covered by expired or
terminated stock options and forfeited shares of restricted stock or deferred
stock may be used for subsequent awards under the 1996 Plan.

ELIGIBILITY AND ADMINISTRATION. Officers and other key employees of the
Company and its subsidiaries who are responsible for or contribute to the
management, growth and/or profitability of the business of the Company and its
subsidiaries, as well as consultants and non-employee directors, are eligible to
be granted awards under the 1996 Plan. The 1996 Plan shall be administered by
the Board or, in its discretion, by a committee of not less than two non-
employee directors who are both "outside directors" as defined in the 1996 Plan
(the "Committee"), who shall be appointed by the Board of Directors. The term
"Board" as used in this section refers to the Board or, if the Board has
delegated its authority, the Committee. The Board will have the power to make
awards (other than awards to non-employee directors), determine the number of
shares covered by each award and other terms and conditions of such awards,
interpret the 1996 Plan, and adopt rules, regulations and procedures with
respect to the administration of the 1996 Plan. The Board may delegate its
authority to officers of the Company for the purpose of selecting key employees
who are not officers of the Company to be participants in the 1996 Plan.

AWARDS UNDER 1996 PLAN

STOCK OPTIONS. The Board may grant stock options that either qualify as
"incentive stock options" under the Internal Revenue Code of 1986, as amended
("Code") or are "non-qualified stock options" in such form and upon such terms
as the Board may approve from time to time. Stock options granted under the
1996 Plan may be exercised during their respective terms as determined by the
Board. The purchase price may be paid by tendering cash or, in the Board's
discretion, by tendering promissory notes or common stock. The optionee may
elect to pay all or part of the option exercise price by having the Company
withhold upon exercise of the option a number of shares with a fair market value
equal to the aggregate option exercise price for the shares with respect to
which such election is made. No stock option shall be transferable by the
optionee or exercised by anyone else during the optionee's lifetime.

Stock options may be exercised during varying periods of time after a
participant's termination of employment, dependent upon the reason for the
termination. Following a participant's death, the participant's stock options
may be exercised to the extent they were exercisable at the time of death by the
legal representative of the estate or the optionee's legatee for a period of one
year or until the expiration of the stated term of the option, whichever is
less. The same time periods apply if the participant is terminated by reason of
disability. If the participant retires, the participant's stock options may be
exercised to the extent they were exercisable at the time of retirement or for a
period of three months (or such longer period as determined by the Board at the
time of retirement) from the date of retirement or until the expiration of the
stated term of the option, whichever is less. If the participant is
involuntarily terminated without cause, the participant's options may be
exercised to the extent they were exercisable at the time of termination for the
lesser of three months or the balance of the stated term of the option. If the
participant's employment is terminated for cause, the participant's stock
options immediately terminate. These exercise periods may be reduced by the
Board for particular options. The Board may, in its discretion, accelerate the
exercisability of stock options which would not otherwise be exercisable upon
death, disability or retirement.

No incentive stock options shall be granted under the 1996 Plan after
September 19, 2006. The term of an incentive stock option may not exceed 10
years (or 5 years if issued to a participant who owns or is deemed to own more
than 10% of the combined voting power of all classes of stock of the Company,
any subsidiary or affiliate). The aggregate fair market value of the common
stock with respect to which an incentive stock option is exercisable for the
first time by an optionee during any calendar year shall not exceed $100,000.
The exercise price under an incentive stock option may not be less than the fair
market value of the common stock on the date the option is granted (or, in the
event the participant owns more than 10% of the combined voting power of all
classes of stock of the Company, the option price shall be not less than 110% of
the fair market value of the stock on the date the option is granted). The
exercise price for non-qualified options granted under the 1996 Plan may be less
than 100% of the fair market value of the common stock on the date of grant.

Pursuant to a limitation in the 1996 Plan, no eligible person may be
granted any stock options for more than 600,000 shares of common stock in the
aggregate during any fiscal year. This limitation is included pursuant to
Section 162(m) of the Internal Revenue Code, which provides a $1 million
limitation on the compensation of certain executive officers that is
deductible by the Company for federal income tax purposes. The limitation on
stock options granted to an individual during any fiscal year is intended to
preserve the Company's federal tax deduction for compensation expense related
to stock options that may be granted to executive officers under the 1996
Plan.

The 1996 Plan provides for the automatic granting of a defined number of
options to non-employee directors. Such options are granted to each person
who (i) is not an employee of the Company, any parent corporation or
subsidiary and (ii) is elected or re-elected as a director by vote of the Board
or the shareholders subsequent to September 19, 1996. Each such person
automatically receives, as of the date of each such election or re-election,
a non-qualified option to purchase 30,000 shares of common stock with an
option price equal to the fair market value of the Company's common stock on
the date the option is granted. The Board in appropriate circumstances may
adjust the option to be granted under this provision to any such person who
has received a stock option from the Company in the three preceding years.
The options have ten-year terms and are exercisable, as to one-third of the
shares subject to the option, beginning one year after the date of option
grant; as to the second third, beginning two years after the date of option
grant; and as to the last third, beginning three years after the date of
option grant. Any vested portion of these options will not expire upon
termination of service as a director. Non-employee directors are also
eligible to receive additional grants of non-qualified stock options under
the 1996 Plan.

The automatic grant program under the 1996 Plan replaces a similar
formula grant program under the 1990 Plan, with each option granted under the
1990 Plan covering 10,000 shares, vesting over a three-year period. The Board
has amended the 1990 Plan to provide that, subject to shareholder approval of
the 1996 Plan, no further automatic grants to non-employee directors will be
made under the 1990 Plan's formula grant program. At or after the adoption of
the 1996 Plan, under its authority to grant additional options to
non-employee directors, the Compensation Committee may elect to grant
additional options to adjust for the

effects of the staggered terms of Board members and the transition to the
larger number of shares subject to the automatic grants under the new plan.

STOCK APPRECIATION RIGHTS. The Board may grant stock appreciation rights
("SARs") in connection with all or part of any stock option (with the exception
of options granted to non-employee directors), either at the time of the stock
option grant, or, in the case of non-qualified options, later during the term of
the stock option. SARs entitle the participant to receive from the Company the
same economic value that would have been derived from the exercise of an
underlying stock option and the immediate sale of the shares of common stock.
Such value is paid by the Company in cash, shares of common stock or a
combination of both, in the discretion of the Board. SARs are exercisable or
transferable only at such times and to the extent stock options to which they
relate are exercisable or transferable. If an SAR is exercised, the underlying
stock option is terminated as to the number of shares covered by the SAR
exercise.

RESTRICTED STOCK. The Board may grant restricted stock awards that result
in shares of common stock being issued to a participant subject to restrictions
against disposition during a restricted period established by the Board. The
Board may condition the grant of restricted stock upon the attainment of
specified performance goals or service requirements. The provisions of
restricted stock awards need not be the same with respect to each recipient.
The restricted stock will be held in custody by the Company until the
restrictions thereon have lapsed. During the period of the restrictions, a
participant has the right to vote the shares of restricted stock and to receive
dividends and distributions unless the Board requires such dividends and
distributions to be held by the Company subject to the same restrictions as the
restricted stock. Notwithstanding the foregoing, all restrictions with respect
to restricted stock lapse 60 days (or less as determined by the Board) prior to
the occurrence of a merger or other significant corporate change, as provided in
the 1996 Plan.

If a participant terminates employment during the period of the
restrictions, all shares still subject to restrictions will be forfeited and
returned to the Company, subject to the right of the Board to waive such
restrictions in the event of a participant's death, total disability, retirement
or under special circumstances approved by the Board.

DEFERRED STOCK. The Board may grant deferred stock awards that result in
shares of common stock being issued to a participant or group of participants
upon the expiration of a deferral period. The Board may condition the grant of
deferred stock upon the attainment of specified performance goals. The
provisions of deferred stock awards need not be the same with respect to each
recipient.

Upon termination of employment for any reason during the deferral period
for a given award, the deferred stock in question shall be forfeited by the
participant, subject to the Board's ability to waive any remaining deferral
limitations with respect to a participant's deferred stock. During the
deferral period, deferred stock awards may not be sold, assigned, transferred,
pledged or otherwise encumbered and any dividends declared with respect to the
number of shares covered by a deferred stock award will either be immediately
paid to the participant or deferred and deemed to be reinvested

in additional deferred stock, as determined by the Board. The Board may
allow a participant to elect to further defer receipt of a deferred stock
award for a specified period or until a specified event.

FEDERAL INCOME TAX CONSEQUENCES

STOCK OPTIONS. An optionee will not realize taxable compensation income
upon the grant of an incentive stock option. In addition, an optionee generally
will not realize taxable compensation income upon the exercise of an incentive
stock option if he or she exercises it as an employee or within three months
after termination of employment (or within one year after termination if the
termination results from a permanent and total disability). The amount by which
the fair market value of the shares purchased exceeds the aggregate option price
at the time of exercise will be alternative minimum taxable income for purposes
of applying the alternative minimum tax. If stock acquired pursuant to an
incentive stock option is not disposed of prior to the date two years from the
option grant date or prior to one year from the option exercise date (the
"Applicable Holding Periods"), any gain or loss realized upon the sale of such
shares will be characterized as capital gain or loss. If the Applicable Holding
Periods are not satisfied, then any gain realized in connection with the
disposition of such stock will generally be taxable as ordinary compensation
income in the year in which the disposition occurred, to the extent of the
difference between the fair market value of such stock on the date of exercise
and the option exercise price. The Company is entitled to a tax deduction to
the extent, and at the time, the participant realizes compensation income. The
balance of any gain will be characterized as a capital gain. Under current law,
net capital gains are taxed at a maximum federal rate of 28% while compensation
income may be taxed at higher federal rates.

An optionee will not realize taxable compensation income upon the grant of
a non-qualified stock option. As a general matter, when an optionee exercises a
non-qualified stock option, he or she will realize taxable compensation income
at that time equal to the difference between the aggregate option price and the
fair market value of the stock on the date of exercise. The Company is entitled
to a tax deduction to the extent, and at the time, the participant realizes
compensation income.

SARS. The grant of an SAR would not result in income for the participant
or in a deduction for the Company. Upon receipt of shares or cash from exercise
of an SAR, the participant would generally recognize compensation income,
measured by the fair market value of the shares plus any cash received, and the
Company would be entitled to a corresponding deduction.

RESTRICTED STOCK AND DEFERRED STOCK. The grant of restricted stock and
deferred stock should not result in immediate income for the participant or
in a deduction for the Company for federal income tax purposes, assuming the
shares are nontransferable and subject to restrictions or to a deferral
period which would result in a "substantial risk of forfeiture" as intended
by the Company and as defined in applicable Treasury regulations. If the
shares are transferable or there are no such restrictions or significant
deferral periods, the participant will realize compensation income upon
receipt of the award. Otherwise, a participant generally will realize
taxable compensation when any such restrictions or deferral period lapses.
The amount of such income will be the value of the common stock on that date
less any amount paid for the shares. Dividends paid on the common stock and
received by the participant during the restricted period or deferral period
also will be taxable compensation income to the participant. In any event,
the Company will be entitled to a tax

deduction to the extent, and at the time, the participant realizes
compensation income. A participant may elect, under Section 83(b) of the
Code, to be taxed on the value of the stock at the time of award. If the
election is made, the fair market value of the stock at the time of the award
is taxable to the participant as compensation income and the Company is
entitled to a corresponding deduction.

WITHHOLDING. The 1996 Plan requires each participant, no later than the
date as of which any part of the value of an award first becomes includible as
compensation in the gross income of the participant, to pay to the Company any
federal, state or local taxes required by law to be withheld with respect to the
award. The Company shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment otherwise due to the participant. With
respect to any award under the 1996 Plan, if the terms of the award so permit, a
participant may elect to satisfy part or all of the withholding tax requirements
associated with the award by (i) authorizing the Company to retain from the
number of shares of Company common stock which would otherwise be deliverable to
the participant, or (ii) delivering to the Company from shares of Company common
stock already owned by the participant that number of shares having an aggregate
fair market value equal to part or all of the tax payable by the participant.
In that case, the Company would pay the tax liability from its own funds.

REGISTRATION WITH THE SEC

Upon approval of the 1996 Plan by the shareholders, the Company intends to
file a registration statement covering the offering of the shares of common
stock issuable under the 1996 Plan with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended.

VOTE REQUIRED

Shareholder approval of the 1996 Plan requires the affirmative vote of the
holders of a majority of the shares of common stock represented at the meeting
and entitled to vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE 1996 STOCK
PLAN.

4. APPROVAL OF ACCOUNTANTS

Grant Thornton LLP, independent certified public accountants, have been
auditors of the Company since 1983. The Board of Directors has recommended that
the shareholders approve the reappointment of Grant Thornton LLP as the
Company's auditors for the current year.

A representative of Grant Thornton LLP is expected to be present at the
Annual Meeting of Shareholders. Such representative will be given the
opportunity to make a statement at the Annual Meeting and will be available to
answer any appropriate questions.

The Board of Directors recommends that the shareholders vote "FOR" the
proposal to approve the appointment of Grant Thornton LLP, and the enclosed
proxy will be so voted unless a contrary vote is indicated. In the event the
appointment of Grant Thornton LLP should not be approved by the shareholders,
the Board of Directors will make another appointment to be effective at the
earliest possible time.

GENERAL

The management of the Company knows of no matter other than the foregoing
to be brought before the meeting. However, the enclosed proxy gives
discretionary authority in the event additional matters should be presented.

The Annual Report of the Company which includes the Company's Annual Report
on Form 10-K for the year ended June 30, 1996, including the consolidated
financial statements and schedule thereto, as filed with the Securities and
Exchange Commission, is enclosed herewith.

By order of the Board of Directors,

James W. Bracke, PRESIDENT

October 7, 1996

LIFECORE BIOMEDICAL, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 14, 1996

The undersigned hereby appoint James W. Bracke or Colleen M. Olson, or
either of them, as proxies, with full power of substitution to vote all shares
of common stock which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Shareholders of Lifecore Biomedical, Inc., to
be held in Minneapolis, MN on November 14, 1996 or at any adjournments thereof,
upon any and all matters which may properly be brought before the meeting or
adjournments thereof, hereby revoking all former proxies.

(1) ELECTION OF DIRECTORS: / / WITH AUTHORITY to vote / / WITHHOLD
for all nominees listed AUTHORITY to
below (except as marked vote for the
to the contrary) nominees

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH NOMINEE'S NAME IN THE LIST BELOW.)

James W. Bracke, Joan L. Gardner, Thomas H. Garrett

(2) PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK, PAR VALUE
$.01 PER SHARE, FROM 25,000,000 TO 50,000,000.

/ / FOR / / AGAINST / / ABSTAIN

(3) PROPOSAL TO RATIFY AND APPROVE THE 1996 STOCK PLAN.

/ / FOR / / AGAINST / / ABSTAIN

(4) PROPOSAL TO APPROVE THE APPOINTMENT OF GRANT THORNTON LLP AS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF THE CORPORATION.

/ / FOR / / AGAINST / / ABSTAIN

(5) In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED ON PROPOSALS (1), (2),
(3) AND (4) IN ACCORDANCE WITH THE SPECIFICATIONS MADE AND "FOR" SUCH PROPOSALS
IF THERE IS NO SPECIFICATION.

Dated: , 1996
---------------------------------

Signed:
---------------------------------------
(Signature)

---------------------------------------
(Signature)

PLEASE DATE AND SIGN exactly as your
name(s) appears below indicating, where
proper, official position or
representative capacity in which you are
signing. When signing as executor,
administrator, trustee or guardian, give
full title as such; when shares have
been issued in names of two or more
persons, all should sign.