UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No.  514766104

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
FREDERICK FRANK

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

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(b)

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3.

SEC Use Only

4.

Citizenship or Place of Organization
U.S. CITIZEN

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,736,670

6.

Shared Voting Power
0

7.

Sole Dispositive Power
1,736,670

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,736,670

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
APPROXIMATELY 8.1% (See Item 4)

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
Landec Corporation

(b)

Address of Issuer’s Principal Executive Offices
3603 Haven Avenue, Menlo Park, CA 94025

Item 2.

(a)

Name of Person Filing
Frederick Frank

(b)

Address of Principal Business Office or, if none, Residence
Lehman Brothers, 745 7th Avenue, New York, NY 10019

(c)

Citizenship
U.S. Citizen

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
514766104

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)

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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

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Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

1,736,670 shares of Common Stock

(b)

Percent of class:   

Approximately 8.1%(1)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

1,736,670(2)

(ii)

Shared power to vote or to direct the vote    

0

(iii)

Sole power to dispose or to direct the disposition of   

1,736,670(2)

(iv)

Shared power to dispose or to direct the disposition of   

0

(1)   Assumes 21,380,753 shares outstanding, including (i) 21,310,753 shares of Common Stock outstanding as of January 5, 2004, as reported by the Issuer in its quarterly report on Form 10-Q for the period ended November 30, 2003 and (ii) 70,000 shares of Common Stock issuable upon exercise of options held by Mr. Frank that are currently outstanding.

(2)   Based upon Mr. Frank’s ownership of 1,666,670 shares of Common Stock and his right to exercise at any time options to purchase 70,000 shares of Common Stock.

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

February 12, 2004

Date

/s/ Frederick Frank

Signature

FREDERICK FRANK

Name/Title