UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~PURSUANT ofTO ~~Report:~~SECTION ~~December 19,~~13 ~~2006~~ OR 15(~~Date~~d) ofOF THE ~~earliest~~SECURITIES ~~event~~EXCHANGE ~~reported)~~ACT OF 1934

Date of Report: April 19, 2007
(Date of earliest event reported)

LIFECORE BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 0-4136

Minnesota		41-0948334
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)


Minnesota (State or other jurisdiction of incorporation)		41-0948334 (IRS Employer Identification No.)

3515 Lyman Boulevard, Chaska, Minnesota 55318
(Address of principal executive offices, including zip code)

(952) 368-4300
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 15.0103. ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year. Item 9.01 Financial Statements and Exhibits. SIGNATURE EXHIBIT INDEX ~~Amendment~~Amended ~~No. 3 to the Revolving Credit and Security Agreement~~Bylaws

Item 15.0103. ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year.

In On ~~December~~April ~~2002~~19, 2007, the Board of Directors of Lifecore Biomedical, Inc. (the “Company”) amended Article V, ~~entered~~Section 2 ~~into~~of athe ~~Revolving~~Company’s ~~Credit~~bylaws ~~and Security~~to ~~Agreement~~allow (the ~~“Agreement”)~~shares ~~with~~of ~~M&I~~the ~~Marshall~~Company’s &capital ~~Ilsley~~stock ~~Bank~~to be ~~(the~~either ~~“Bank”).~~certificated ~~Under~~or ~~the Agreement~~uncertificated, ~~the~~or ~~Bank~~a ~~agreed~~combination tothereof. ~~make~~This ~~advances~~change (in the ~~“Advances”)~~Bylaws towas required in order for the Company ~~until~~to ~~December 31,~~be ~~2005 (~~eligible to participate in the ~~“Termination~~Direct ~~Date~~Registration System (“DRS”). orUnder ~~until~~a annew ~~earlier~~NASDAQ ~~termination~~rule ~~date~~approved inby ~~accordance~~the ~~with~~Securities Exchange Commission in ~~the~~late ~~Agreement~~2006, the inCompany anis ~~aggregate~~required ~~amount~~to ~~not~~be to“DRS ~~exceed~~eligible” $5no later than January 1,~~000,000~~ 2008. ~~The~~Participation ~~Agreement~~in ~~allowed~~the ~~for~~DRS will ~~Advances~~allow ~~against eligible~~the ~~accounts~~Company’s ~~receivable~~shareholders ~~and~~to ~~inventories~~establish, ~~subject~~either tothrough athe ~~borrowing~~Company’s ~~base~~transfer ~~certificate.~~agent ~~The terms~~or ofa ~~the~~broker ~~Agreement~~dealer, ~~required~~a ~~the~~book ~~Company~~entry toposition ~~comply~~on ~~with~~the ~~various~~stock ~~financial~~record ~~covenants,~~books ~~including~~of ~~minimum tangible~~the ~~net~~Company ~~worth,~~and ~~liabilities~~ to electronically ~~tangible~~transfer ~~net~~shares ~~worth~~of ~~ratio~~the ~~and~~Company’s ~~net~~stock ~~income~~without ~~(loss)~~the delivery of physical certificates.

In The ~~June 2003~~Bylaws, ~~certain~~as ~~covenants in the Agreement relating to the required borrowing base and net income levels were~~ amended ~~(“Amendment~~on ~~No.~~April ~~1”). In November 2004~~19, ~~the Agreement was further amended in order to extend the Termination Date until December 31~~2007, ~~2006~~are ~~and~~filed toas ~~amend~~an ~~certain covenants~~exhibit ~~regarding tangible net worth and net income (“Amendment No. 2”). Amendment No. 2 also amended the interest rate provisions of the Agreement~~ to ~~provide~~this ~~that~~Current ~~interest~~Report ~~will~~on ~~accrue at a~~Form ~~fluctuating annual rate equal to either (1) prime rate minus 0~~8-K.~~50% or (2) LIBOR plus 2.25%, as~~ ~~elected by the Company.~~

On December 19, 2006, the Agreement was further amended in order to extend the Termination Date until December 31, 2008, to delete the requirement that the Company furnish to the Bank a borrowing base certificate (together with an accounts receivable and accounts payable aging) after the end of each month, and to delete the net income restrictive covenant (“Amendment No. 3”). Amendment No. 3 also amended the interest rate provisions of the Agreement to provide that interest will accrue at a fluctuating annual rate equal to either (1) prime rate minus 1.00% or (2) LIBOR plus 1.75%, as elected by the Company. At December 19, 2006, there was no balance outstanding under the line of credit and the Company was in compliance with all covenants under the Agreement.

The foregoing description of Amendment No. 3 to the Agreement is not complete and is qualified in its entirety by reference to Amendment No. 3, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Agreement was filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarterly period ended December 31, 2002, a copy of Amendment No. 1 to the Agreement was filed as Exhibit 10.21 to the Company’s Form 10-K for the fiscal year ended June 30, 2003, and a copy of Amendment No. 2 to the Agreement was filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarterly period ending December 31, 2004.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

~~10.1~~ The ~~Amendment~~following ~~No.~~exhibit 3is ~~dated~~being asfiled ofwith ~~December~~this ~~19,~~Current ~~2006~~Report toon ~~the~~Form ~~Revolving Credit and Security Agreement between the Company and M&I Marshall & Ilsley Bank.~~8-K:

10.1 Amended Bylaws of Lifecore Biomedical, Inc., as adopted on April 19, 2007.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	LIFECORE BIOMEDICAL, INC.
	By:	/s/ Dennis J. Allingham
		Dennis J. Allingham
		President and Chief Executive Officer

Date: ~~December~~April 2125, ~~2006~~2007

EXHIBIT INDEX

Exhibit
Number		Description
10.1		~~Amendment~~Amended ~~No.~~Bylaws ~~3 dated as~~ of ~~December~~Lifecore 19Biomedical, ~~2006~~Inc., toas ~~the~~adopted ~~Revolving~~on ~~Credit~~April ~~and~~19, ~~Security Agreement between the Company and M&I Marshall & Ilsley Bank~~2007.

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