SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

*

Based upon 13,332,294 shares of Common Stock outstanding plus 1,666,670 shares of Common Stock issuable upon the conversion of 50,000 shares of Series A-1 Preferred Stock and 116,667 shares of Series A-2 Preferred Stock held by Mr. Frank that were convertible as of November 19, 1999.

Item 1.

Security and Issuer

(a) – Securities:  Series A-1 Preferred Stock and Series A-2 Preferred Stock

(b) – Issuer:     Landec Corporation

3603 Haven Avenue

Menlo Park, CA 94025

Item 2.

Identity and Background

(a) - Name of Person Filing:   Frederick Frank

(b) – Residence or Business Address:   Lehman Brothers

745 7th Avenue

New York, NY 10019

(c) – Present Principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.

Mr. Frank is Vice Chairman and Senior Managing Director of Lehman Brothers, Inc. located at 100 Woodbridge Center Drive, Suite 202, Woodbridge, NJ 07095-1125.

(d) – Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, any penalty imposed, or other disposition of the case;

No.

(e) - Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the term of such judgment, decree or final order; and

No.

(f) – Citizenship

U.S. Citizen

Item 3.

Source and Amount of Funds or Other Consideration

On November 19, 1999, Mr. Frank purchased (i) 50,000 shares of Series A-1 Preferred Stock of Landec Corporation and (ii) 116,667 shares of Series A-2 Preferred Stock of Landec Corporation pursuant to a Series A Preferred Stock Purchase Agreement by and between Landec Corporation and Mr. Frank (the “Purchase Agreement”). Such shares are convertible at any time at the option of Mr. Frank into shares of Common Stock of Landec Corporation on a ten-for-one (10:1) basis. Therefore, as of November 19, 1999, Mr. Frank beneficially owned 1,666,670 shares of Common Stock, representing approximately 11.1% of the common stock outstanding, assuming the conversion of the Series A-1 and Series A-2 Preferred Stock.

Item 4.

Purpose of Transaction

The Shares were acquired pursuant to the Purchase Agreement.

Item 5.

Interest in Securities of the Issuer

(a) – State the aggregate number and percentage of the class securities identified pursuant to Item 1 beneficially owned by each person named in Item 2.  The above mention information should also be furnished with respect to persons who, together with any of the persons named in Item 1, comprise a group within the meaning of Section 13(d)(3) of the Act.

On November 19, 1999, 50,000 shares of Series A-1 Preferred Stock and 116,667 shares of Series A-2 Preferred Stock of Landec Corporation were acquired by Mr. Frank pursuant to the Purchase Agreement (as further described in Item 3 above). Such shares are convertible into Common Stock of Landec Corporation on a ten-for-one (10:1) basis. Therefore, as of November 19, 1999, Mr. Frank beneficially owned 1,666,670 shares of Common Stock, representing approximately 11.1% of the Common Stock outstanding, assuming the conversion of the Series A-1 and Series A-2 Preferred Stock.

(b) - For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote shared power to vote or to direct the vote, sole or shared power to dispose or to direct the disposition.  Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared.

As of November 19, 1999, Mr. Frank had the sole power to vote 1,666,670 shares of Common Stock.

(c) - Describe any transaction in the class of securities reported on that were effected during the past 60 days or since the most recent filing on Schedule 13d, whichever is less, by the persons named in response to paragraph (a).

None

(d) - If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item, and if such interest relates to more than five percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required.

None

(e) - if applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities.

Not applicable

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

None

Item 7.

Material to Be Filed as Exhibits

None

February 14, 2002

/s/ Frederick Frank

FREDERICK FRANK