UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

# FORM 10-Q

(mark one)

| | Quarterly
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| | ---------------------------------------------------------------------------------------

For the quarterly
period ended August 28, 2004

OR

| | Transition
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| | ----------------------------------------------------------------------------------------

For the transition
period from ____________ to ____________

Commission file number:
000-04892

|CAL-MAINE FOODS, INC.                                 
|------------------------------------------------------
|(Exact name of registrant as specified in its charter)

|Delaware                        | 64-0500378                          
|------------------------------- | ------------------------------------
|(State or other Jurisdiction of | (I.R.S. Employer Identification No.)
|Incorporation or Organization) 

|3320 Woodrow Wilson Avenue, Jackson, Mississippi 39209
|------------------------------------------------------
|(Address of principal executive offices) (Zip Code)   

|(601) 948-6813                                      
|----------------------------------------------------
|(Registrant's telephone number, including area code)

Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

Yes  X   No

Indicate by check mark whether the
registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

Yes     No  X

Number
of shares outstanding of each of the issuers classes of common stock (exclusive of
treasury shares), as of October 1, 2004.

|Common Stock, $0.01 par value         | 21,345,391 shares
|------------------------------------- | -----------------
|Class A Common Stock, $0.01 par value | 2,400,000 shares 

---

# CAL-MAINE FOODS, INC.
AND SUBSIDIARIES

# INDEX

|Part I.    | Financial Information                                       | Page Number
|---------- | ----------------------------------------------------------- | -----------
|Item 1.    | Condensed Consolidated Financial Statements (Unaudited)    
|           | Condensed Consolidated Balance Sheets -                    
|           | August 28, 2004 and May 29, 2004                            | 3          
|           | Condensed Consolidated Statements of Operations -          
|           | Thirteen Weeks Ended August 28, 2004 and                   
|           | August 30, 2003                                             | 4          
|           | Condensed Consolidated Statements of Cash Flow -           
|           | Thirteen Weeks Ended August 28, 2004 and                   
|           | August 30, 2003                                             | 5          
|           | Notes to Condensed Consolidated Financial Statements        | 6          
|Item 2.    | Management's Discussion and Analysis of                    
|           | Financial Condition and Results of Operations               | 8          
|Item 3.    | Quantitative and Qualitative Disclosures of Market Risk     | 11         
|Item 4.    | Controls and Procedures                                     | 11         
|Part II.   | Other Information                                          
|Item 1.    | Legal Proceedings                                           | 12         
|Item 2.    | Unregistered Sales of Equity Securities and Use of Proceeds | 12         
|Item 6.    | Exhibits and Reports on Form 8-K                            | 12         
|Signatures |                                                             | 14         

2

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# PART I. FINANCIAL
INFORMATION

# ITEM 1.  FINANCIAL
STATEMENTS

# CAL-MAINE FOODS, INC.
AND SUBSIDIARIES  CONDENSED CONSOLIDATED BALANCE SHEETS  (in thousands, except share
amounts)

|                                                            
|------------------------------------------------------------
|(unaudited)                                                 
|ASSETS                                                      
|Current assets:                                             
|Cash and cash equivalents                                   
|Investments                                                 
|Trade and other receivables                                 
|Recoverable federal income taxes                            
|Inventories                                                 
|Prepaid expenses and other current assets                   
|                                                            
|Total current assets                                        
|Notes receivable and investments                            
|Goodwill                                                    
|Other assets                                                
|Property, plant and equipment                               
|Less accumulated depreciation                               
|                                                            
|                                                            
|                                                            
|TOTAL ASSETS                                                
|                                                            
|LIABILITIES AND STOCKHOLDERS' EQUITY                        
|Current liabilities:                                        
|Accounts payable and accrued expenses                       
|Current maturities of long-term debt                        
|Deferred income taxes                                       
|                                                            
|Total current liabilities                                   
|Long-term debt, less current maturities                     
|Other non-current liabilities                               
|Deferred income taxes                                       
|                                                            
|Total liabilities                                           
|Stockholders' equity:                                       
|Common stock $0.01 par value per share:                     
|Authorized shares - 60,000                                  
|Issued and outstanding shares - 35,130 at August 28, 2004   
|and May 29,2004                                             
|Class A common stock $0.01 par value, authorized, issued and
|outstanding 2,400 shares at August 28,2004 and May 29,2004  
|Paid-in capital                                             
|Retained earnings                                           
|Common stock in treasury-13,699 shares at August 28, 2004   
|and 13,307 at May 29, 2004                                  
|                                                            
|Total stockholders' equity                                  
|                                                            
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  
|                                                            

See notes to condensed consolidated
financial statements.

3

---

# CAL-MAINE FOODS, INC.
AND SUBSIDIARIES  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  (in thousands, except
per share amounts)  (unaudited)

|                                    
|------------------------------------
|August 28, 2004                     
|Net sales                           
|Cost of sales                       
|                                    
|Gross profit                        
|Selling, general and administrative 
|                                    
|Operating income (loss)             
|Other income (expense):             
|Interest expense, net               
|Other                               
|                                    
|                                    
|                                    
|Income (loss) before income taxes   
|Income tax expense (benefit)        
|                                    
|Net income (loss)                   
|                                    
|Net income (loss) per common share: 
|Basic                               
|                                    
|Diluted                             
|                                    
|Dividends per common share          
|                                    
|Weighted average shares outstanding:
|Basic                               
|                                    
|Diluted                             
|                                    

See notes to condensed consolidated
financial statements.

4

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# CAL-MAINE FOODS, INC.
AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (in thousands)
 (unaudited)

|                                                           
|-----------------------------------------------------------
|August 28, 2004                                            
|Cash provided by operations                                
|Investing activities:                                      
|Net decrease in investments                                
|Purchases of property, plant and equipment                 
|Construction of production and processing facilities       
|Payments received on notes receivable and from investments 
|Increase in notes receivable and investments               
|Net proceeds from disposal of property, plant and equipment
|                                                           
|Net cash provided by (used in) investing activities        
|Financing activities:                                      
|Purchases of common stock for treasury                     
|Proceeds from issuance of common stock from treasury       
|Principal payments on long-term debt                       
|Payments of dividends                                      
|                                                           
|Net cash used in financing activities                      
|                                                           
|Net change in cash and cash equivalents                    
|Cash and cash equivalents at beginning of period           
|                                                           
|Cash and cash equivalents at end of period                 
|                                                           

See notes to condensed consolidated
financial statements.

5

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CAL-MAINE FOODS, INC.
AND SUBSIDIARIES  Notes to Condensed Consolidated Financial Statements  (in thousands,
except share amounts)  August 28, 2004  (unaudited)

|1. | Presentation
of Interim Information
|-- | -----------------------------------

The
accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, considered necessary for a fair
presentation have been included. Operating results for the thirteen weeks ended August 28,
2004 are not necessarily indicative of the results that may be expected for the year
ending May 28, 2005.

The
balance sheet at May 29, 2004 has been derived from the audited financial statements at
that date but does not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.

For
further information, refer to the consolidated financial statements and footnotes thereto
included in Cal-Maine Foods, Inc.s annual report on Form 10-K for the fiscal year
ended May 29, 2004.

# Stock Split

On April 14, 2004, the shareholders
of the Company approved amendments to the Certificate of Incorporation to facilitate a
two-for-one stock split approved by the Board of Directors on January 26, 2004. The split
was effected in the form of a stock dividend paid on April 23, 2004 to stockholders of
record on April 14, 2004. All share and per share data in the financial statements have
been adjusted to reflect this stock split.

# Stock Based Compensation

We account for stock option grants in
accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees.

The following table illustrates the
effect on net income and earnings per share if the Company had applied the fair value
recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123,
Accounting for Stock- Based Compensation, which require compensation cost for
all stock-based employee compensation plans to be recognized based on the use of a fair
value method (in thousands, except per share amounts):

|                                    
|------------------------------------
|Aug. 28, 2004                       
|Net income(loss)                    
|Add: Stock-based employee           
|compensation expense included in    
|reported net income(loss)           
|Deduct: Total stock-based employee  
|compensation expense determined     
|under fair value-based method for   
|all awards                          
|                                    
|Pro forma net income(loss)          
|                                    
|Earnings per share:                 
|Basic-as reported                   
|                                    
|Basic-pro forma                     
|                                    
|Diluted-as reported                 
|                                    
|Diluted-pro forma                   
|                                    
|Weighted average shares outstanding:
|Basic                               
|Diluted                             

6

---

The fair value of our stock options
were estimated as of the date of the grant using a Black-Scholes option pricing model with
the following weighted-average assumptions for the prior year grants: risk-free interest
rate of 3.00% ; a dividend yield of 1.00%; expected volatility of 39.2%; and a weighted
average expected life of the options of 5 years.

|2. | Inventories
|-- | -----------

Inventories
consisted of the following:

|                 
|-----------------
|Flocks           
|Eggs             
|Feed and supplies
|Livestock        
|                 
|                 
|                 

|3. | StockholdersEquity
|-- | -------------------

Stock Repurchase Program

On August 3, 2004, our Board of
Directors approved a repurchase of up to 2,000,000 shares of our common stock by July 31,
2005.

The following table sets forth the
share repurchase activity for the first quarter ended August 28, 2004:

|                                | Thirteen Weeks Ended August 28, 2004
|------------------------------- | ------------------------------------
|
|May 30, 2004 - June 26, 2004    |                                     
|June 27, 2004 - July 24, 2004   |                                     
|July 25, 2004 - August 28, 2004 |                                     
|                                |                                     
|Total                           |                                     
|                                |                                     

|4. | Legal
Proceedings
|-- | -----------------

We
are  defendants  in certain  legal  actions.  It is our  opinion,  based on advice of
legal  counsel,  that the outcome of these actions will not have a material adverse
effect on our consolidated financial position or operations. Please refer to Part II,
Item 1, of this report for description of certain pending legal proceedings.

|5. | Net
Income (Loss) per Common Share
|-- | ----------------------------------

Basic
earnings (loss) per share are based on the weighted average common shares outstanding.
Diluted earnings per share include any dilutive effects of options and warrants. Options
and warrants representing 273,700 shares were excluded from the calculation of diluted
earnings per share for the thirteen week period ended August 28, 2004 because of the net
loss for the period.

7

---

# ITEM 2.  MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIALCONDITION  AND RESULTS OF OPERATIONS

This
report contains numerous forward-looking statements relating to our shell egg business,
including estimated production data, expected operating schedules, expected capital costs
and other operating data. Such forward-looking statements are identified by the use of
words such as believes, intends, expects,
hopes, may, should, plan,
projected, contemplates, anticipates or similar words.
Actual production, operating schedules, results of operations and other projections and
estimates could differ materially from those projected in the forward-looking statements.
The factors that could cause actual results to differ materially from those projected in
the forward-looking statements include (i) the risk factors set forth under Item 1 of our
Annual Report on Form 10-K for the fiscal year ended May 29, 2004, (ii) the risks and
hazards inherent in the shell egg business (including disease, pests, and weather
conditions), (iii) changes in the market prices of shell eggs, and (iv) changes that could
result from our future acquisition of new flocks or businesses. Readers are cautioned not
to put undue reliance on forward-looking statements. We disclaim any intent or obligation
to update publicly these forward-looking statements, whether as a result of new
information, future events or otherwise.

OVERVIEW

Cal-Maine
Foods, Inc. (we, us, our, or the Company)
is primarily engaged in the production, grading, packaging, marketing and distribution of
fresh shell eggs. Our fiscal year end is the Saturday closest to May 31.

Our
operations are fully integrated. At our facilities we hatch chicks, grow and maintain
flocks of pullets (young female chickens, usually under 20 weeks of age), layers (mature
female chickens) and breeders (male or female birds used to produce fertile eggs to be
hatched for egg production flocks), manufacture feed, and produce, process and distribute
shell eggs. We are the largest producer and marketer of shell eggs in the United States.
We market the majority of our shell eggs in 28 states, primarily in the southwestern,
southeastern, mid-western and mid-Atlantic regions of the United States. We market our
shell eggs through our extensive distribution network to a diverse group of customers,
including national and regional grocery store chains, club stores, foodservice
distributors and egg product manufacturers.

We
currently produce approximately 75% of the total number of shell eggs sold by us, with
approximately 13% of such total shell egg production being through the use of contract
producers. Contract producers operate under agreements with us for the use of their
facilities in the production of shell eggs by layers owned by us. We own the shell eggs
produced under these arrangements. Approximately 25% of the total number of shell eggs
sold by us is purchased from outside producers for resale, as needed, by us.

Our
operating income or loss is significantly affected by wholesale shell egg market prices,
which can fluctuate widely and are outside of our control. Retail sales of shell eggs are
generally greatest during the fall and winter months and lowest during the summer months.
Prices for shell eggs fluctuate in response to seasonal factors and a natural increase in
egg production during the spring and early summer.

Our
cost of production is materially affected by feed costs, which average about 55% of our
total shell egg production cost. Changes in feed costs result in changes in cost of goods
sold. The cost of feed ingredients is affected by a number of supply and demand factors
such as crop production and weather, and other factors, such as the level of grain
exports, over which we have little or no control.

8

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RESULTS OF OPERATIONS

The
following table sets forth, for the periods indicated, certain items from our Condensed
Consolidated Statements of Operations expressed as a percentage of net sales.

|                                  
|----------------------------------
|13 Weeks Ended                    
|August 28, 2004                   
|Net sales                         
|Cost of sales                     
|                                  
|Gross profit                      
|Selling, delivery & administrative
|                                  
|Operating income (loss)           
|Other expense                     
|                                  
|Income (loss) before taxes        
|Income tax (benefit)              
|                                  
|Net income (loss)                 
|                                  

NET
SALES

Approximately
97% of our net sales consist of shell egg sales with the 3% balance consisting of
incidental feed sales to outside egg producers. Net sales for the first quarter of fiscal
2005 were $102.0 million, a decrease of $12.4 million, or 10.8%, as compared to net sales
of $114.4 million for the first quarter of fiscal 2004. Total eggs sold and egg selling
prices decreased in the current fiscal 2005 quarter as compared to fiscal 2004. Dozens
sold for the 2005 current quarter were 145.6 million dozen, a decrease of 1.4 million
dozen, or 1.0%, as compared to the first quarter of fiscal 2004. Our net average selling
price per dozen for the fiscal 2005 first quarter was $.674, compared to $.746 for the
first quarter of fiscal 2004, a decrease of 9.7%. Our net average selling price is the
blended price for all sizes and grades of shell eggs, including non-graded egg sales,
breaking stock and undergrades. The first quarter of our fiscal year is usually a weak
quarter as to egg price and volume of sales. For the fiscal 2005 first quarter, domestic
demand for eggs was good, but an increase in supply of eggs resulted in lower egg selling
prices as compared to the fiscal 2004 first quarter.

COST
OF SALES

Cost
of sales consists of costs directly related to production and processing of shell eggs,
including feed costs, and purchases of shell eggs from outside egg producers. Cost of
sales for the first quarter ended August 28, 2004 was $91.3 million, an increase of $3.6
million, or 4.1%, as compared to the cost of sales of $87.7 million for the first quarter
of fiscal 2004. The increase is due to an increase in cost of feed, offset by a reduction
in cost of purchases from outside egg producers. The decrease in dozens sold resulted from
reduced production in Company operations and eggs purchases from outside producers. Due to
the decrease in egg selling prices, the cost of these outside purchases decreased. Feed
cost per dozen for the fiscal 2005 first quarter was $.270, compared to $.215 per dozen
for the comparable fiscal 2004 first quarter, an increase of 25.6%. Cost of sales,
excluding feed costs, was approximately the same for the current and last year first
fiscal quarters on a per dozen sold basis. The decrease in egg selling prices and the
increase in cost of sales and resulted in a decrease in gross profit from 23.3% of net
sales for the quarter ended August 30, 2003 to 10.5% of net sales for the current quarter
ended August 28, 2004.

SELLING,
GENERAL AND ADMINISTRATIVE EXPENSES

Selling,
general and administrative expenses include costs of marketing, distribution, accounting
and corporate overhead. Selling, general and administrative expense for the first quarter
ended August 28, 2004 was $11.7 million, a decrease of $1.6 million, or 12.0%, as compared
to the expense of $13.3 million for the comparable period last year. Most of the decrease
is due to a decrease in stock compensation expense or (benefit) associated with our stock
option plan from $2.8 million in fiscal 2004 first quarter to $(1.4) million for the first
quarter of fiscal 2005. The stock compensation benefit in the fiscal 2005 first quarter
resulted from a decrease in the closing market price of our stock from $13.80 per share at
May 29, 2004 to $11.10 per share at August 28, 2004. The increase in selling, general and
administrative expenses, exclusive of stock compensation expense, resulted primarily from
increases in franchise fees, associated with our specialty egg sales, salaries and related
benefits, and professional fees, including legal and audit. On a cost per dozen sold
basis, selling, general and administrative expense decreased from $.093 per dozen for the
first quarter of fiscal 2004 to $.080 per dozen for the current fiscal 2005 quarter, a
decrease of 14.0%. Although net sales decreased for the current 2005 quarter, the
reduction in expenses resulted in selling, general and administrative expense remaining
approximately the same at 11.5% of net sales for the 2005 fiscal quarter and 11.6% for
fiscal 2004.

9

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OPERATING
INCOME

As
a result of the above, operating loss was $981,000 for the first quarter ended August
28,2004, as compared to operating income of $13.4 million for fiscal 2004 first quarter.
As a percent of net sales, the current fiscal 2005 quarter had operating loss of 1.0% of
net sales, compared to operating income of 11.7% for fiscal 2004.

OTHER
INCOME (EXPENSE)

Other
income or expense consists of costs or income not directly charged to, or related to,
operations such as interest expense and equity in income from affiliates. Other expense
for the first quarter ended August 28, 2004 was $416,000, a decrease of $805,000, as
compared to $1.2 million for the quarter ended August 30, 2003. For the current fiscal
2005 quarter, net interest expense decreased $786,000, due to lower debt balances as
compared to balances during fiscal 2004, and an increase in interest income received from
cash investments. As a percent of net sales, other expense decreased from 1.1% for fiscal
2004 first quarter to .4% for fiscal 2005 first quarter.

INCOME
TAXES

As
a result of the above, we had pre-tax loss of $1.4 million for the quarter ended August
28, 2004, compared to pre-tax income of $12.2 million for the quarter ended August 30,
2003. For the current 2005 first quarter, an income tax benefit of $510,000 was recorded
with an effective tax rate of 36.5%, as compared to income tax expense of $4.4 million,
with an effective tax rate of 36.3% for fiscal 2004 first quarter.

NET
INCOME (LOSS)

As
a result of the above, net loss for the first quarter ended August 28, 2004 was $887,000,
or $.04 per basic and diluted share, compared to net income of $7.8 million, or $.33 per
basic and diluted share for the quarter ended August 30, 2003. As a percent of net sales,
net loss was 0.9% for the quarter ended August 28, 2004, compared to net income of 6.8%
for the quarter ended August 30, 2003.

CAPITAL
RESOURCES AND LIQUIDITY

Our
working capital at August 28, 2004 was $86.9 million compared to $92.9 million at May 29,
2004. Our current ratio was 2.59 at August 28, 2004 as compared with 2.58 at May 29, 2004.
Our need for working capital generally is highest in the last and first fiscal quarters
ending in May and August, respectively, when egg prices are normally at seasonal lows.
Seasonal borrowing needs frequently are higher during these quarters than during other
fiscal quarters. We have a $35.0 million line of credit with three banks, $2.1 million of
which was utilized as a standby letter of credit at August 28, 2004. Our long-term debt at
August 28, 2004, including current maturities, amounted to $88.6 million, as compared to
$90.0 million at May 29, 2004.

For
the thirteen weeks ended August 28, 2004, $234,000 in net cash was provided by operating
activities. This compares to net cash provided of $8.7 million for the last fiscal year.
In the current 2005 fiscal quarter, approximately $12.6 million was provided from the
maturity of short term investments and $641,000 was provided by notes receivable and
investments. Approximately $190,000 was provided from disposal of property, plant and
equipment and $3.5 million was used for purchases of property, plant and equipment.
Approximately $170,000 was provided by issuance of common stock from the treasury and net
cash of $4.5 million was used in the repurchase of common stock for the treasury.
Approximately $301,000 was used for payments of dividends on the common stock and $1.4
million was used for repayments on long-term debt. The net result of these activities was
an increase in cash of $4.1 million since May 29, 2004.

10

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Substantially
all trade receivables and inventories collateralize our line of credit and property, plant
and equipment collateralize our long-term debt under our loan agreements with our lenders.
Unless otherwise approved by our lenders, we are required by provisions of these loan
agreements to (1) maintain minimum levels of working capital (ratio of not less than 1.25
to 1) and net worth (minimum of $90.0 million tangible net worth); (2) limit dividends to
an aggregate amount not to exceed $500,000 per quarter (allowed if no default), capital
expenditures (not to exceed depreciation for the same four fiscal quarters), lease
obligations and additional long-term borrowings (total funded debt to total capitalization
not to exceed 70%); and (3) maintain various current and cash-flow coverage ratios (1.25
to 1), among other restrictions. At August 28, 2004, we were in compliance with the
provisions of all loan agreements. Under certain of the loan agreements, the lenders have
the option to require the prepayment of any outstanding borrowings in the event we undergo
a change in control.

We
currently have a $2.2 million deferred tax liability due to a subsidiarys change
from a cash basis to an accrual basis taxpayer on May 29, 1988. The Taxpayer Relief Act of
1997 provides that this liability is payable ratably over the 20 years beginning in fiscal
1999. However, such taxes will be due in their entirety in the first fiscal year in which
there is a change in ownership control so that we no longer qualify as a family
farming corporation. We are currently making annual payments of approximately
$150,000 related to this liability. However, while these current payments reduce cash
balances, payment of the $2.2 million deferred tax liability would not impact our
consolidated statement of operations or stockholders equity, as these taxes have
been accrued and are reflected on our consolidated balance sheet.

Impact
of Recently Issued Accounting Standards   Please
refer to Item 7, Managements Discussion and Analysis of Financial Condition
and Results of Operations, in our Annual Report Form 10-K for the year ended May 29,
2004 for a discussion of the impact of recently issued accounting standards. There were no
accounting standards issued during the quarter ended August 28, 2004 that we expect will
have a material impact on our consolidated financial statements.

Critical Accounting Policies.  We suggest that our Summary of
Significant Accounting Policies, as described in Note 1 of the Notes to Consolidated
Financial Statements included in Cal-Maine Foods, Inc. and Subsidiaries annual report on
Form 10-K for the fiscal year ended May 29, 2004, be read in conjunction with this
Managements Discussion and Analysis of Financial Condition and Results of
Operations. There have been no changes to critical accounting policies identified in our
Annual Report on Form 10-K for the year ended May 29, 2004.

ITEM 3.  QUANTATIVE AND
QUALITATIVE DISCLOSURES OF MARKET RISK

There
have been no material changes in the market risk reported in the Companys Annual
Report on Form 10-K for the fiscal year ended May 29, 2004.

ITEM 4.  CONTROLS  AND
 PROCEDURES

Our
Chief Executive Officer and Chief Financial Officer have concluded that our disclosure
controls and procedures are effective based on their evaluation of such controls and
procedures as of the end of the period covered by this report. There were no changes in
our internal control over financial reporting identified in connection with the evaluation
that occurred during our last fiscal quarter that has significantly affected or is
reasonably likely to materially affect, our internal controls over financial reporting.

11

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# PART II.  OTHER
INFORMATION

# ITEM 1.    LEGAL PROCEEDINGS

Except as noted below, there have been no new matters or changes to matters identified
in our Annual Report on Form 10-K for the year ended May 29, 2004.

Going
Private Litigation

On
August 18, 2003, we announced that our Board of Directors had approved a 2,500 to 1
reverse stock split, subject to stockholder approval, in order to effect a going private
transaction. Multiple suits were filed during the fall season of 2003 in the Chancery
Court of New Castle County, Delaware against us, seeking to enjoin the going private
transaction.

The
lawsuits were consolidated by the Chancery Court but were dismissed, prior to any
discovery or trial, as moot cases inasmuch as we elected not to proceed with the going
private transaction.

The
Plaintiffs attorneys petitioned the Delaware court for attorneys fees and were
awarded $831,600 by the Chancellor. We appealed the award of fees to the Supreme Court of
Delaware. The Supreme Court affirmed the lower court and the judgment was paid, including
accrued interest, in September 2004.

# ITEM 2.    UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

| | a. | Not
Applicable.
| | -- | ---------------

| | b. | Not
Applicable.
| | -- | ---------------

| | c. | Information
required by section (c) of this Item is contained in Note 3 of                Notes
to Condensed Consolidated Financial Statements in Part 1 of                this
Form 10-Q and incorporated herein by reference
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# ITEM 6.    EXHIBITS AND
REPORTS ON FORM 8-K

| | a. | Exhibits
| | -- | --------

| | No. | Description
| | --- | -----------

| | 10.1(d) | Amendment
to Term Loan Agreement dated as of August 6, 2004 (without exhibits).
| | ------- | -------------------------------------------------------------------------------

| | 31.1 | Certification
of The Chief Executive Officer
| | ---- | --------------------------------------------

| | 31.2 | Certification
of The Chief Financial Officer
| | ---- | --------------------------------------------

| | 32.0 | Written
Statement of The Chief Executive Officer and The Chief Financial Officer
| | ---- | --------------------------------------------------------------------------------

| | b. | Reports
on Form 8-K
| | -- | -------------------

12

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| | (i) | Form
8-K dated July 14, 2004, reporting under Item 7 Financial Statements
               and Exhibits, and under Item 12 Results of Operations and
Financial                Condition, the issuance by the Company of a press release
announcing its                financial results for the fourth fiscal quarter and year
ended May 29, 2004.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | Form
8-K dated August 3, 2004, reporting under Item 5 Other Events               and
under Item 7 Financial Statements and Exhibits the                Companys
press release announcing that the Companys Board of                Directors
approved a stock repurchase plan. The Company is authorized to                purchase a
maximum of two million shares of its outstanding Common Stock by July                31,
2005.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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# SIGNATURES

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, thereunto duly authorized.

|                       | CAL-MAINE FOODS, INC.         
|---------------------- | ------------------------------
|                       | (Registrant)                  
|Date:  October 5, 2004 | /s/ Bobby J. Raines           
|                       | Bobby J. Raines               
|                       | Vice President/Treasurer      
|                       | (Principal Financial Officer) 
|Date:  October 5, 2004 | /s/ Charles F. Collins        
|                       | Charles F. Collins            
|                       | Vice President/Controller     
|                       | (Principal Accounting Officer)

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