UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

# FORM 10-Q

(mark one)

[X]    Quarterly report
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly
period ended November 27, 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
Incorporation or Organization) |  | (I.R.S. Employer Identification No.)

|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 November 27, 2004.

| | Common Stock, $0.01 par value | 21,282,891 shares
| | ----------------------------- | -----------------

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

---

# CAL-MAINE FOODS, INC.
AND SUBSIDIARIES

# INDEX

|           |                                                             | Page
Number
|---------- | ----------------------------------------------------------- | -----------
|Part I     | Financial Information                                       |            
|Item 1     | Condensed Consolidated Financial Statements (Unaudited)    
|           | Condensed Consolidated Balance Sheets -                    
|           | November 27, 2004 and May 29, 2004                          | 3          
|           | Condensed Consolidated Statements of Operations -          
|           | Three Months and Six Months Ended                          
|           | November 27, 2004 and November 29, 2003                     | 4          
|           | Condensed Consolidated Statements of Cash Flows -          
|           | Six Months Ended November 27, 2004 and                     
|           | November 29, 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 About Market Risk  | 13         
|Item 4     | Controls and Procedures                                     | 13         
|Part II    | Other Information                                          
|Item 1     | Legal Proceedings                                           | 13         
|Item 2     | Unregistered Sales of Equity Securities and Use of Proceeds | 13         
|Item 6     | Exhibits                                                    | 14         
|Signatures |                                                             | 15         

2

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# PART I. FINANCIAL
INFORMATION

# ITEM 1.  FINANCIAL
STATEMENTS

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

|                                                               | November 27, 2004 | May 29, 2004
|-------------------------------------------------------------- | ----------------- | ------------
|
|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 November 27, 2004    |                   |             
|and May 29, 2004                                               |                   |             
|Class A common stock $0.01 par value, authorized, issued and   |                   |             
|outstanding 2,400 shares at November 27, 2004 and May 29, 2004 |                   |             
|Paid-in capital                                                |                   |             
|Retained earnings                                              |                   |             
|Common stock in treasury-13,848 shares at November 27, 2004    |                   |             
|and 13,307 at May 29, 2004                                     |                   |             
|                                                               |                   |             
|Total stockholders' equity                                     |                   |             
|                                                               |                   |             
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     |                   |             
|                                                               |                   |             

See notes to condensed
consolidated financial statements.

3

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

|                        | 13 Weeks Ended | 26 Weeks Ended
|----------------------- | -------------- | --------------
|
|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                 |                |               
|                        |                |               
|Weighted average        |                |               
|shares outstanding:     |                |               
|Basic                   |                |               
|                        |                |               
|Diluted                 |                |               
|                        |                |               

See notes to condensed
consolidated financial statements.

4

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

|                                                            | 26 Weeks Ended
|----------------------------------------------------------- | --------------
|
|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        |               
|Long-term borrowings                                        |               
|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 SUBSIDIARIESNotes to Condensed
Consolidated Financial Statements(in thousands, except
share amounts)November 27, 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 three-month and six-month
periods ended November 27, 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 (loss) and earnings (loss) 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):

|                                    | 13 Weeks Ended | 26 Weeks Ended
|----------------------------------- | -------------- | --------------
|
|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 (loss) per share:          |                |               
|Basic-as reported                   |                |               
|                                    |                |               
|Basis-pro forma                     |                |               
|                                    |                |               
|                                    |                |               
|Diluted-as reported                 |                |               
|                                    |                |               
|Diluted-pro forma                   |                |               
|                                    |                |               
|                                    |                |               

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:

|                  | November 27, 2004 | May 29, 2004
|----------------- | ----------------- | ------------
|Flocks            |                   |             
|Eggs              |                   |             
|Feed and supplies |                   |             
|Livestock         |                   |             
|                  |                   |             
|                  |                   |             
|                  |                   |             

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

Stock Repurchase Program

On
August 3, 2004, our Board of Directors approved a repurchase program whereby we may
purchase up to 2,000,000 shares of our common stock. The repurchase program will expire
on July 31, 2005. We do not have any other stock repurchase programs.

The
following table sets forth the share repurchase activity for the second quarter ended
November 27, 2004:

|                                      | Thirteen Weeks August 29, 2004 to November 27, 2004
|------------------------------------- | ---------------------------------------------------
|
|August 29, 2004 - September 25, 2004  |                                                    
|September 26, 2004 - October 23, 2004 |                                                    
|October 24, 2004 - November 27, 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 a 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 263,378 shares were excluded from the calculation of diluted
earnings per share for the three month and six month periods ended November 27, 2004
because of the net loss for the periods, respectively.

7

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|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.

Percentage of Net Sales

|                                  | 13 Weeks Ended | 26 Weeks Ended
|--------------------------------- | -------------- | --------------
|
|Net sales                         |                |               
|Cost of sales                     |                |               
|                                  |                |               
|Gross profit                      |                |               
|Selling, general & administrative |                |               
|                                  |                |               
|                                  |                |               
|Operating income (loss)           |                |               
|Other expense                     |                |               
|                                  |                |               
|Income (loss) before taxes        |                |               
|Income tax expense (benefit)      |                |               
|                                  |                |               
|Net income (loss)                 |                |               
|                                  |                |               

NET SALES

Approximately
97% of our net sales consist of shell egg sales and 3% of our net sales consist of
incidental feed sales to outside egg producers. Net sales for the second quarter of fiscal
2005 were $90.7 million, a decrease of $59.2 million, or 39.5% as compared to net sales of
$149.9 million for the second quarter of fiscal 2004. Total dozens of eggs sold decreased
in the current quarter and egg selling prices decreased as compared with fiscal 2004.
Dozens sold for the current quarter were 148.4 million dozen, a decrease of 5.3 million
dozen, or 3.4% as compared to the second quarter of fiscal 2004. Domestic demand for eggs
is down slightly as compared to a year ago, and overall egg production is up approximately
2.5% as compared to a year ago. This resulted in lower egg selling prices during the
current quarter. Our net average selling price per dozen for the fiscal 2005 second
quarter was $.591, compared to $.944 for the second quarter of fiscal 2004, a decrease of
37.4%. The 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

Net
sales for the twenty-six week period ended November 27, 2004 were $192.7 million, a
decrease of $71.6 million, or 27.1% as compared to net sales of $264.3 million for the
fiscal 2004 twenty-six week period. As in the current quarter, total dozens sold decreased
and net egg selling prices decreased. Dozens sold for the current twenty-six week period
were 294.0 million as compared to 300.7 million for fiscal 2004, a decrease of 6.7 million
dozen, or 2.2%. As discussed above, unfavorable egg market conditions resulted in
decreased egg selling prices. For the fiscal 2005 twenty-six week period, our net average
selling price per dozen was $.633, compared to $.847 per dozen for fiscal 2004, a decrease
of $.214 per dozen, or 25.3%.

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. Total cost
of sales for the second quarter ended November 27, 2004 was $85.7 million, a decrease of
$13.5 million, or 13.6%, as compared to the cost of sales of $99.2 million for fiscal 2004
second quarter. The net decrease is the net result of a decrease in dozens sold, lower
cost of eggs purchased from outside producers, offset by a small increase in the cost of
feed ingredients. Due to the decrease in egg selling prices, the cost of the outside egg
purchases decreased. Feed cost for the second quarter ended November 27, 2004 was $.236
per dozen, an increase of 3.1%, as compared to the fiscal 2004 second quarter cost per
dozen of $.229. Other operating costs have increased slightly above last fiscal year.
Although cost of sales decreased, the decrease in egg selling prices and dozens sold
resulted in a net decrease in gross profit from 33.9% of net sales for the quarter ended
November 29, 2003 to 5.5% of net sales for the quarter ended November 27, 2004.

9

---

For
the twenty-six week period ended November 27, 2004, total cost of sales was $177.1
million, a decrease of $9.8 million, or 5.2%, as compared to the cost of sales of $186.9
million for the twenty-six week period ended November 29, 2003.The decrease in cost of
sales is the net result of fewer dozens sold, lower cost of eggs purchased from outside
producers, offset by an increase in the cost of feed ingredients. Dozens sold decreased
6.7 million dozen in the twenty-six week period ended November 27, 2004. Feed cost for the
current twenty-six weeks was $.247 per dozen, compared to $.221per dozen for the
twenty-six week period ended November 29, 2003, an increase of 11.8%. The 27.1% decrease
in sales offset by the decrease in cost of sales and resulted in a net decrease in gross
profit from 29.3% of net sales for the twenty-six week period ended November 29, 2003 to
8.1% for the comparable twenty-six week period ended November 27, 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 second quarter ended           November 27, 2004 was $12.4
million, a decrease of $10.8 million, as compared to           $23.2 million for the
quarter ended November 29, 2003. In the second quarter of           fiscal 2004, a charge
for stock compensation was recorded in the amount of $10.6           million in
connection with the outstanding stock options and the related tandem           stock
appreciation rights. The second quarter fiscal 2004 charge was directly           related
to the increase in the market price of outstanding common           shares from
$7.21($3.60 post split) at August 31, 2003 to $21.10 ($10.55           post split) at
November 29, 2003. Excluding the $10.6 million charge for           outstanding stock
options in the second quarter of fiscal 2004, selling, general           and
administrative expense for the second quarter of fiscal 2005 decreased           $146,000
as compared to the second quarter of fiscal 2004. On a cost per dozen           sold
basis, excluding the $10.6 million stock option accrual, selling, general           and
administrative expense was $.084 per dozen for the current quarter as           compared
to $.082 for the second quarter of fiscal 2004. As a percent of net           sales,
selling, general and administrative expense decreased from 15.5% for the           second
quarter of fiscal 2004 to 13.7% for the second quarter of fiscal 2005.

For
the twenty-six weeks ended November 27, 2004, selling, general and administrative expense
was $24.1 million, a decrease of $12.3 million, as compared to $36.4 million for the same
period in fiscal 2004. As above, excluding the $10.6 million charge for outstanding stock
options, the twenty-six week period had a comparable decrease in selling, general and
administrative expense of $1.7 million, or 6.7%. In the twenty-six weeks ended November
29, 2003, approximately $2.0 million was expensed for stock options exercised as compared
to $200,000 in the twenty-six weeks ended November 27, 2004. All other selling, general
and administrative expenses overall had small increases or decreases. On a cost per dozen
sold basis, excluding the $10.6 million stock option accrual, selling, general and
administrative expense was $.082 for the current twenty-six weeks as compared to $.086 for
the comparable period last fiscal year. As a percent of net sales, selling, general and
administrative expense has decreased from 13.8% for the first twenty-six weeks of fiscal
2004 to 12.5% for the comparable period in fiscal 2005.

OPERATING INCOME

As
the result of the above, operating loss was $7.4 million for the second quarter ended
November 27, 2004, as compared to operating income of $27.6 million for the second quarter
of fiscal 2004. As a percent of net sales, the current fiscal 2005 quarter had an 8.2%
operating loss, compared to an 18.4% operating income for the comparable period last year.

For
the twenty-six weeks ended November 27, 2004, operating loss was $8.4 million, compared to
operating income of $41.0 million for the comparable period in fiscal 2004. As a percent
of net sales, the current fiscal period had a 4.4% operating loss, compared to a 15.5%
operating income for the same period last year.

10

---

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 second quarter ended November 27, 2004 was $968,000, an increase of $874,000, as
compared to $94,000 for last years second quarter. This net increase for the second
quarter was the result of a decrease of $1.0 million in net interest expense and a $1.9
million decrease in other income. Net interest decreased due to a $500,000 decrease in
interest expense, due to lower long-term debt balances, and an increase of $500,000 in
interest income from cash equivalents and investments. Other income decreased from equity
in income of affiliates. As a percent of net sales, other expense was 1.1% for the
twenty-six weeks ended November 27, 2004, compared to 0.1% for the comparable period last
year.

For
the twenty-six weeks ended November 27, 2004, other expense was $1.4 million, an increase
of $100,000 as compared to an expense of $1.3 million for the comparable period in fiscal
2004. For the current period, net interest expense decreased $1.8 million and other income
decreased $1.9 million. Interest expense decreased $929,000 due to lower debt balances and
interest income increased $893,000 from cash equivalents and investments. Other income
decreased from equity in income of affiliates. As a percent of net sales, other expense
was 0.7% for the current period, as compared to 0.5% for the comparable period in fiscal
2004.

INCOME TAXES

As
a result of the above, the pre-tax loss was $8.4 million for the quarter ended November
27, 2004, compared to pre-tax income of $27.5 million for last years comparable
quarter. For the second quarter, an income tax benefit of $3.1 million was recorded with
an effective tax rate of 36.5%, as compared to an income tax expense of $9.9 million with
an effective rate of 36.0% for last years comparable quarter.

For
the twenty-six week period ended November 27, 2004, pre-tax loss was $9.8 million,
compared to pre-tax income of $39.7 million for the comparable period in fiscal 2004. For
the current twenty-six week period, an income tax benefit of $3.6 million was recorded
with an effective tax rate of 36.5%, as compared to an income tax expense of $14.3
million, with an effective rate of 36.0% for last years comparable period.

NET INCOME (LOSS)

Net
loss for the second quarter ended November 27, 2004 was $5.3 million, or $0.23 per basic
and diluted share, compared to net income of $17.6 million, or $0.74 per basic and $0.72
per diluted share for last fiscal years second quarter.

For
the twenty-six week period ended November 27, 2004, net loss was $6.2 million, or $0.26
per basic and diluted share, compared to last fiscal years net income of $25.4
million, or $1.08 per basic share and $1.05 per diluted share.

CAPITAL RESOURCES AND
LIQUIDITY

Our
working capital at November 27, 2004 was $78.9 million compared to $92.9 million at May
29, 2004. Our current ratio was 2.23 at November 27, 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 November 27, 2004. Our
long-term debt at November 27, 2004, including current maturities, amounted to
$85.1million, as compared to $90.0 million at May 29, 2004.

For the 26 weeks ended November 27,
2004, $1.5 million in net cash was provided by operating activities. This compares to net
cash provided of $28.4 million for the 26 weeks ended November 29, 2003. In the 26 weeks
ended November 27, 2004, approximately $30.8 million was provided from the maturity of
short-term investments and $590,000 was provided from notes receivable and investments.
Approximately $423,000 was provided from disposal of property, plant and equipment and
$5.5 million was used for purchases of property, plant and equipment. Approximately
$252,000 was provided from the issuance of common stock from the treasury and net cash of
$6.2 million was used in the repurchase of common stock for the treasury. Approximately
$596,000 was used for payments of dividends on the common stock and $4.9 million was used
for principal payments on long-term debt. The net result of these activities was an
increase in cash of $16.4 million since May 29, 2004.

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For
the 26 weeks ended November 29, 2003, $2.4 million was used for purchases of property,
plant and equipment; $289,000 net proceeds were received from sales of property, plant and
equipment, and $1.9 million used for construction projects. Approximately $2.1 million was
provided by issuance of common stock from the treasury and payments of $295,000 were made
for dividends on the common stock. Additional cash of $5.0 million was received from net
borrowings on the notes payable to banks and repayments of $17.3 million were made on
long-term debt. The net result was an increase in cash of approximately $13.9 million.

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), long-term
borrowings (total funded debt to total capitalization not to exceed 55%); and (3) maintain
various current and cash-flow coverage ratios (1.25 to 1), among other restrictions. At
November 27, 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

In
November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of
ARB No. 43, Chapter 4. SFAS No. 151 amends Accounting Research
Bulletin (ARB) No. 43, Chapter 4, to clarify that abnormal amounts
of idle facility expense, freight, handling costs and wasted materials (spoilage) should
be recognized as current-period charges. In addition, SFAS No. 151 requires that
allocation of fixed production overhead to inventory be based on the normal capacity of
the production facilities. SFAS No. 151 is effective for inventory costs incurred
during fiscal years beginning after June 15, 2005. The Company is currently assessing
the impact that SFAS No. 151 will have on the results of operations, financial
position or cash flows.

In
December 2004, the FASB issued SFAS 123(R), Share Based Payment. Statement
123(R) is effective for public companies at the beginning of the first interim or annual
period after June 15, 2005. This statement eliminates the ability to account for
share-based compensation using the intrinsic value-based method under APB Opinion No. 25,
Accounting for Stock Issued to Employees. Statement 123(R) would require the
Company to calculate equity-based compensation expense for stock options and employee
stock purchase plan rights granted to employees based on the fair value of the equity
instrument at the time of grant. Currently, the Company discloses the pro forma net income
(loss) and the related pro forma income (loss) per share information in accordance with
SFAS 123 and SFAS 148, Accounting for Stock-Based Compensation Costs-Transition and
Disclosure. The Company has not evaluated the impact that Statement 123(R) will have
on its financial position and results of operations.

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 Form10-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 made to the critical accounting policies identified in our Annual Report on
Form 10-K for the year ended May 29, 2004.

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|ITEM 3. | QUANTATIVE
AND QUALITATIVE DISCLOSURES ABOUT 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
disclosure controls and procedures are designed to provide reasonable assurance that
information required to be disclosed by us in our periodic reports filed with the
Securities and Exchange Commission is recorded, processed, summarized and reported within
the time periods required. 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
materially affected or is reasonably likely to materially affect, our internal controls
over financial reporting.

# 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
as to repurchases of our common stock 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 is incorporated                herein by
reference.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | For
information as to working capital utilization and other limitations upon the payment of
dividends see Capital Resources under Part 1, Item 2. Managements
Discussion and Analysis of Financial Condition and Results of Operations of this Form
10-Q.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|ITEM 6. | EXHIBITS
|------- | --------

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

|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
|---- | --------------------------------------------------------------------------------

14

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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:  January 7, 2005 | By:                                                                                
|                       |                                                                                    

|                       |    
|---------------------- | ---
|Date:  January 7, 2005 | By:
|                       |    

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