~~Table~~UNITED ~~of Contents~~STATES

~~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 of Report: ~~April~~June 1925, 2007 (Date of earliest event reported)

LIFECORE BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 0-4136


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))

~~TABLE~~o OFSoliciting ~~CONTENTS~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Item~~o ~~5.03.~~Pre-commencement ~~Amendments~~communications pursuant to ~~Articles~~Rule 14d-2(b) ofunder ~~Incorporation~~the orExchange ~~Bylaws;~~Act ~~Change~~(17 ~~in Fiscal Year~~CFR 240. ~~Item 9.01 Financial Statements and Exhibits. SIGNATURE EXHIBIT INDEX Amended Bylaws~~14d-2(b))

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

Item 5.0302. ~~Amendments~~Departure ~~to Articles~~ of ~~Incorporation~~Directors or ~~Bylaws~~Principal Officers; ~~Change~~Election inof ~~Fiscal~~Directors; ~~Year~~Appointment of Principal Officers.

On ~~April~~June 1925, 2007, ~~the~~Orwin ~~Board~~L. ~~of Directors of Lifecore Biomedical~~Carter, ~~Inc~~Ph. ~~(the “Company”) amended Article V~~D., ~~Section 2~~a ofdirector ~~the~~on ~~Company’s bylaws to allow~~ the ~~shares~~Board of ~~the~~Directors ~~Company’s~~of ~~capital stock to~~Lifecore ~~be either certificated or uncertificated~~Biomedical, ~~or a combination thereof~~Inc. ~~This change in~~ (the ~~Bylaws was required in order for the Company to be eligible to participate in the Direct Registration System (~~“~~DRS~~Company”)., ~~Under~~informed ~~a new NASDAQ rule approved by~~ the ~~Securities Exchange Commission in late 2006, the~~ Company isthat ~~required~~he todid benot ~~“DRS~~intend ~~eligible” no later than January 1, 2008. Participation in the DRS will allow the Company’s shareholders~~ to ~~establish,~~stand ~~either through the Company’s transfer agent or~~for are-election ~~broker~~at ~~dealer, a book entry position on~~ the ~~stock record books of the~~ Company ~~and to electronically transfer shares of the Company~~’s ~~stock~~2007 ~~without~~Annual ~~the~~Meeting ~~delivery~~ of ~~physical certificates~~Shareholders.

~~The Bylaws, as amended on April 19, 2007, are filed as an exhibit to this Current Report on Form~~SIGNATURE ~~8-K.~~

~~Item 9.01~~Pursuant ~~Financial~~to ~~Statements~~the ~~and~~requirements ~~Exhibits~~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.

~~(d) Exhibits~~LIFECORE BIOMEDICAL, INC. By: /s/ David M. Noel David M. Noel Chief Financial Officer

~~The~~Date: ~~following~~June 28, ~~exhibit is being filed with this Current Report on Form 8-K:~~2007

~~10.1 Amended Bylaws of Lifecore Biomedical, Inc., as adopted on April 19, 2007.~~2

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: April 25, 2007

EXHIBIT INDEX

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

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