THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO
RULE 901 (d) OF REGULATION S-T
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Lifecore Biomedical, Inc.
(Name of Issuer)
Common Stock, Par Value $ .01 per share
(Title of Class of Securities)
532187101
(CUSIP Number)
Check the following box if a fee is being paid
with this statement []. (A fee is not required
only if the filing person: (1) has a previous
statement on file reporting beneficial ownership
of more than five percent of the class of
securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting
beneficial ownership of five percent or less of
such class.)
(See Rule 13d-7.)
* The remainder of this cover page shall be filled
out for a reporting person's initial filing on
this form with respect to the subject class of
securities, and for any subsequent amendment
containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be "filed" for
the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject
to the liabilities of that section of the Act but
shall be subject to all other provisions of the
Act (however, see the Notes).
(Continued on the following page(s))
Page 1 of 5 Pages
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Page 2 of 5
CUSIP NO. 532187101
(1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
First Union Corporation 56-0898180
(2) Check the Appropriate Box if a Member of a
Group (See Instructions)
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Citizenship or Place of Organization:
North Carolina
Number of Shares Beneficially Owned by Each
Reporting Person with:
(5) Sole Voting Power 532,684
(6) Shared Voting Power 0
(7) Sole Dispositive Power 532,684
(8) Shared Dispositive Power 0
(9) Aggregate Amount Beneficially Owned by Each
Reporting Person
532,684
(10) Check if the Aggregate Amount in Row 9
Excludes Certain Shares (See Instructions)
[ ]
(11) Percent of Class Represented by Amount in
Row 9
4.35 % (based on 12,233,000 shares
outstanding on 12/31/97)
(12) Type of Reporting Person (See Instructions)
First Union Corporation (HC)
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Item 1(a) Name of Issuer:
Lifecore Biomedical, Inc.
Item 1(b) Address of Issuer's Principal Executive
Offices:
3515 Lyman Boulevard
Chaska, Minnesota 55318-3051
Item 2(a) Name of Person Filing:
First Union Corporation
Item 2(b) Address of Principal Business Office:
One First Union Center
Charlotte, North Carolina 28288-0137
Item 2(c) Citizenship:
North Carolina
Item 2(d) Title of Class of Securities:
Common Stock, Par Value $ .01 per share
Item 2(e) CUSIP Number:
532187101
Item 3 If this statement is filed pursuant to
Rules 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(g)[X]Parent Holding Company, in
accordance with section 240.13d-1(b)
(ii) (G)
Item 4 Ownership.
(a)Amount Beneficially Owned:
532,684
(b)Percent of Class:
4.35%
Number of shares as to which such person
has:
(i)sole power to vote or to direct the
vote
532,684
(ii)shared power to vote or to direct the
vote
0
(iii)sole power to dispose or to direct
the disposition of
532,684
(iv)shared power to dispose or to direct
the disposition of
0
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Page 4 of 5
Item 5 Ownership of Five Percent or Less of a
Class.
[X]
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.
First Union Corporation is filing this
schedule pursuant to Rule 13d-1(b)(ii)(G)
as indicated under Item
3(g). The relevant subsidiary is
Keystone Investment Management Company
(IA). Keystone Investment Management
Company is an investment advisor for
mutual funds and other clients; the
security reported by this subsidiary is
beneficially owned by such mutual funds
or other clients.
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
acquired in the ordinary course of
business and were not acquired for the
purpose of and do not have the effect of
changing or influencing the control of
the issuer of such securities and were
not acquired in connection with or as a
participant in any transaction having
such purposes or effect.
<PAGE>
Page 5 of 5
Signature.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the
information set forth in this statement is true,
complete and correct.
FIRST UNION CORPORATION
February 11, 1998
Date
Signature
Karen F. Knudtsen, Assistant Vice President &
Compliance Officer
