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 March 3, 2001

                                      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 [ ]

     Number of shares  outstanding  of each of the issuer's  classes of common
stock (exclusive of treasury shares), as of March 30, 2001.

       Common Stock, $0.01 par value                      10,717,888 shares

       Class A Common Stock, $0.01 par value               1,200,000 shares

<PAGE>


                             CAL-MAINE FOODS, INC.

                                     INDEX

                                                                        Page
                                                                        Number

Part I.     Financial Information

     Item 1.   Condensed Consolidated Financial Statements (unaudited)

               Condensed  Consolidated Balance Sheets -
               March 3, 2001 and June 3, 2000                             3

               Condensed  Consolidated   Statements  of
               Operations   -  Three  Months  and  Nine
               Months  Ended March 3, 2001 and February
               26, 2000                                                   4

               Condensed  Consolidated   Statements  of
               Cash Flow - Nine  Months  Ended March 3,
               2001 and February 26, 2000                                 5

               Notes    to    Condensed    Consolidated
               Financial Statements                                       6

     Item 2.   Management's   Discussion   and  Analysis  of
               Financial Condition and Results of Operations              7

     Item 3.   Quantitative  and Qualitative  Disclosures of
               Market Risk                                               11

Part II.    Other Information

     Item 6.   Exhibits and Reports on Form 8-K                          12


     Signatures                                                          13

                                      2

<PAGE>


                         PART I. FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                    CAL-MAINE FOODS, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                     (in thousands, except share amounts)
                                                                      March 3, 2001              June 3, 2000
                                                                    ------------------------------------------
                                                                       (unaudited)                  (Note 1)
ASSETS
<S>                                                                 <C>                             <C>
Current assets:
     Cash and cash equivalents                                      $   6,379                       $    6,541
     Accounts receivable, net                                          21,196                           14,299
     Note receivable from affiliate                                         -                              271
     Recoverable federal and state income taxes                           304                            4,509
     Inventories                                                       48,570                           43,913
     Prepaid expenses and other current assets                            352                              797
                                                                    ------------------------------------------
Total current assets                                                   76,801                           70,330

Notes receivable and investments                                        7,541                            7,932
Goodwill                                                                3,207                            3,390
Other assets                                                            2,776                            2,110

Property, plant and equipment                                         243,866                          237,098
Less accumulated depreciation                                        (100,209)                         (88,961)
                                                                    ------------------------------------------
                                                                      143,657                          148,137
                                                                    ==========================================
     TOTAL ASSETS                                                   $ 233,982                       $ 231,899
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Notes payable to banks                                         $       -                       $   7,500
     Accounts payable and accrued expenses                             32,798                          25,953
     Current maturities of long-term debt                               6,957                           7,105
     Current deferred income taxes                                     11,287                          11,287
                                                                    ------------------------------------------
Total current liabilities                                              51,042                          51,845

Long-term debt, less current maturities                               110,854                         112,631
Deferred expenses                                                       1,489                           1,489
Deferred income taxes                                                   4,581                           4,581
                                                                    ------------------------------------------
     Total liabilities                                                167,966                         170,546

Stockholders' equity:
     Common stock $0.01 par value per share:
        Authorized shares - 30,000,000
        Issued and outstanding shares - 17,565,200 at March 3,
        2001 and June 3, 2000                                             176                             176
     Class A common stock $0.01 par value: authorized, issued
        and outstanding 1,200,000 shares                                   12                              12
     Paid-in capital                                                   18,784                          18,784
     Retained earnings                                                 59,471                          53,535
     Common stock in treasury - 6,842,212 shares at March 3,
     2001 and 6,550,912 shares at June 3, 2000                        (12,427)                        (11,154)
                                                                    ------------------------------------------
     Total stockholders' equity                                        66,016                          61,353
                                                                    ------------------------------------------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $ 233,982                       $ 231,899
                                                                    ==========================================
</TABLE>

         See notes to condensed consolidated financial statements.

                                      3

<PAGE>


                     CAL-MAINE FOODS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)
                                    UNAUDITED
<TABLE>
<CAPTION>

                                                           13 Weeks Ended                                 39 Weeks Ended
                                                   March 3, 2001      February 26, 2000         March 3, 2001   February 26, 2000
                                         ----------------------- ------------------------ ---------------------------------------

<S>                                                  <C>              <C>                         <C>             <C>
Net sales                                            $103,913         $ 79,191                    $272,020        $209,300
Cost of sales                                          83,354           72,644                     225,297         194,352
                                                     ----------------------------------------------------------------------------
     Gross profit                                      20,559            6,547                      46,723          14,948
Selling, general and
     administrative                                    11,148           10,780                      31,698          29,489
                                                     ----------------------------------------------------------------------------
Operating income (loss)                                 9,411           (4,233)                     15,025         (14,541)
Other income (expense):
     Interest expense, net                             (2,288)          (2,071)                     (6,759)         (4,679)
     Other                                                395               46                       1,778             180
                                                     ----------------------------------------------------------------------------
                                                       (1,893)          (2,025)                     (4,981)         (4,499)
                                                     ----------------------------------------------------------------------------
Income (loss) before income
     taxes                                              7,518           (6,258)                     10,044         (19,040)
Income tax expense (benefit)                            2,730           (2,261)                      3,652          (6,947)
                                                     ----------------------------------------------------------------------------
    NET INCOME (LOSS)                                $  4,788         $ (3,997)                   $  6,392        $(12,093)
                                                     ============================================================================
Net income (loss) per common
     share:
     Basic                                           $    .40         $   (.32)                   $    .53        $   (.98)
                                                     ============================================================================
     Diluted                                         $    .40         $   (.32)                   $    .53        $   (.98)
                                                     ============================================================================
Dividends per common share                           $  .0125         $  .0125                    $  .0375        $  .0375
                                                     ============================================================================
Weighted average shares
     outstanding:
     Basic                                             11,983           12,349                      12,096          12,401
                                                     ============================================================================
     Diluted                                           12,088           12,349                      12,156          12,401
                                                     ============================================================================
</TABLE>
See notes to condensed consolidated financial statements.

                                      4

<PAGE>


                    CAL-MAINE FOODS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (in thousands)
                                   UNAUDITED
<TABLE>
<CAPTION>


                                                                                         39 Weeks Ended
                                                                             March 3, 2001             February 26, 2000
                                                                            --------------------------------------------

<S>                                                                            <C>                         <C>
Cash flows provided by (used in) operating activities                          $ 18,662                    $(10,082)

Cash flows from investing activities:
     Purchases of property, plant and equipment                                  (2,482)                     (4,526)
     Construction of production facilities                                       (6,266)                    (12,697)
     Purchases of shell egg production and processing business                        -                     (36,205)
     Payments received on notes receivable and from investments                     939                         496
     Increase in note receivable, investments and other assets                     (468)                     (2,704)
     Net proceeds from sale of property, plant and equipment                        607                         331
                                                                               -------------------------------------
Net cash used in investing activities                                            (7,670)                    (55,305)

Cash flows from financing activities:
     Net borrowings (payments) on notes payable to banks                         (7,500)                      1,000
     Long-term borrowings                                                         3,106                      40,295
     Principal payments on long-term debt                                        (5,031)                     (3,190)
     Purchases of common stock for treasury                                      (1,273)                       (957)
     Payment of dividends                                                          (456)                       (457)
                                                                               -------------------------------------
Net cash provided by (used in) financing activities                             (11,154)                     36,691
                                                                               -------------------------------------
Net change  in cash and cash equivalents                                           (162)                    (28,696)

Cash and cash equivalents at beginning of period                                  6,541                      36,198
                                                                               -------------------------------------
Cash and cash equivalents at end of period                                     $  6,379                     $ 7,502
                                                                               =====================================
</TABLE>
See notes to condensed consolidated financial statements.

                                      5

<PAGE>


                    CAL-MAINE FOODS, INC. AND SUBSIDIARIES
             Notes to Condensed Consolidated Financial Statements
                     (in thousands, except share amounts)
                                 March 3, 2001
                                  (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 the  management , all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included.  Operating results for the three-month
and nine-month  periods ended March 3, 2001 are not necessarily  indicative of
the results that may be expected for the year ended June 2, 2001.

     The  balance  sheet at June 3,  2000 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 the Cal-Maine Foods,  Inc. and Subsidiaries
Annual Report on Form 10-K for the year ended June 3, 2000.

2.   Inventories

     Inventories consisted of the following:

                                    March 3, 2001               June 3, 2000
                              ---------------------- --------------------------

        Flocks                       $30,958                   $ 28,417
        Eggs                           3,458                      2,417
        Feed and supplies             11,388                     10,028
        Livestock                      2,766                      3,051
                              ---------------------- --------------------------
                                     $48,570                   $ 43,913
                              ========================= =======================

                                      6

<PAGE>


ITEM 2. MANAGEMENTS'S  DISCUSSION  AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

     The Company is primarily  engaged in the production,  cleaning,  grading,
packing,  and sale of fresh shell eggs.  The Company's  fiscal year end is the
Saturday nearest to May 31.

     The Company's  operations  are fully  integrated.  It owns  facilities to
hatch chicks,  grow  pullets,  manufacture  feed,  and produce,  process,  and
distribute  shell eggs.  The Company  currently  is the largest  producer  and
distributor  of fresh shell eggs in the United  States.  The shell egg segment
sales, including feed sales to outside egg producers, accounted for 98% of the
Company's  net sales.  The  Company  primarily  markets  its shell eggs in the
southwestern, southeastern, mid-western and mid-Atlantic regions of the United
States.  Shell eggs are sold directly by the Company primarily to national and
regional supermarket chains.

     The Company  currently uses contract  producers for  approximately 18% of
its total egg production. Contract producers operate under agreements with the
Company for the use of their  facilities  in the  production  of shell eggs by
layers owned by the Company,  which owns the eggs produced.  Also,  shell eggs
are purchased, as needed, from outside producers for resale by the Company.

     The  Company's  operating  income or loss is  significantly  affected  by
wholesale shell egg market prices,  which can fluctuate widely and are outside
of the Company's  control.  Retail sales of shell eggs are 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.

     The Company's  cost of  production is materially  affected by feed costs,
which average about 60% of Cal-Maine's total farm egg production cost. Changes
in feed costs result in changes in the Company's  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 the Company has little or no control.

RESULTS OF OPERATIONS

     The following table sets forth, for the periods indicated,  certain items
from the Company's Condensed  Consolidated  Statements of Operations expressed
as a percentage of net sales.
<TABLE>
<CAPTION>

                                                                    Percentage of Net Sales
                                                 13 Weeks Ended                                39 Weeks Ended
                                      March 3, 2001          Feb. 26, 2000        March 3, 2001         Feb. 26, 2000
                                      -------------------------------------------------------------------------------

<S>                                      <C>                     <C>                   <C>                  <C>
Net sales                                100.0%                  100.0%                100.0%               100.0%
Cost of sales                             80.2                    91.7                  82.8                 92.9
                                      ------------------------------------------------------------------------------
Gross profit                              19.8                     8.3                  17.2                  7.1
Selling, general &
administrative                            10.7                    13.6                  11.7                 14.0
                                      ------------------------------------------------------------------------------
Operating income (loss)                    9.1                    (5.3)                  5.5                 (6.9)
Other expense                             (1.9)                   (2.6)                 (1.9)                (2.2)
                                      ------------------------------------------------------------------------------
Income (loss) before taxes                 7.2                    (7.9)                  3.6                 (9.1)
Income tax expense (benefit)               2.6                    (2.9)                  1.3                 (3.3)
                                      ------------------------------------------------------------------------------
Net income (loss)                          4.6%                   (5.0)%                 2.3%                (5.8)%
                                      ==============================================================================
</TABLE>

                                      7

<PAGE>


     NET SALES

     Net sales for the third  quarter of fiscal 2001 were $103.9  million,  an
increase of $24.7 million,  or 31.2% as compared to net sales of $79.2 million
for the third quarter of fiscal 2000.  Total dozens of eggs sold  increased in
the current  quarter and egg selling prices  increased as compared with prices
last year.  Dozens sold for the current  quarter were 140.5 million dozen,  an
increase of 2.3  million  dozen,  or 1.7% as compared to the third  quarter of
last year.  Good  consumer  demand and lower  balanced egg supply  resulted in
higher egg  selling  prices  during the current  quarter.  The  Company's  net
average  selling  price per dozen for the fiscal 2001 third quarter was $.704,
compared to $.536 for the third quarter of last year, an increase of 31.3%.

     Net sales  for the  thirty-nine  weeks  ended  March 3, 2001 were  $272.0
million,  an increase of $62.7 million,  or 30.0%, as compared to net sales of
$209.3 million for last year. As in the current quarter, total dozens sold and
net egg selling prices  increased.  Dozens sold for the current 39 week period
were 408.9  million as compared to 379.3  million  for last  fiscal  year,  an
increase of 7.8%.  For the current 39 week period,  the  Company's net average
selling  price per dozen was $.633,  compared to $.512 per dozen last year, an
increase of $.121 per dozen, or 23.6%.

     COST OF SALES

     Cost of  sales  for the  third  quarter  ended  March 3,  2001 was  $83.4
million,  an increase of $10.7 million, or 14.7%, as compared to cost of sales
of $72.6  million  for last  year's  third  quarter.  The  increase  is due to
increases in dozens sold,  cost of purchases from outside egg  producers,  and
cost of feed ingredients. Dozens of eggs sold increased 1.7%. These additional
dozens  were the net  result of an  increase  in dozens  produced  in  Company
facilities  and a decrease in the number of dozens  purchased from outside egg
producers.  An  increase  in the  cost  of the  eggs  purchased  from  outside
producers was due to improved egg market  conditions.  Feed cost for the third
quarter  ended  March 3, 2001 was $.213 per  dozen,  compared  to last  fiscal
year's cost per dozen of $.182, an increase of 17.0%.  The increases in dozens
sold and improved egg selling  prices  resulted in an increase in gross profit
from 8.3% of net sales for the quarter ended February 26, 2000 to 19.8% of net
sales for the current quarter ended March 3, 2001.

     For the  thirty-nine  week period ended March 3, 2001,  cost of sales was
$225.3,  an increase of $30.9 million,  or 15.9%, as compared to cost of sales
of $194.4  million for last year.  As in the quarter,  the increase in cost of
sales is the result of more dozens sold, higher outside egg purchase cost, and
an increase in the cost of feed. Eggs sold increased 29.6 million dozen in the
current  year and were  supplied  by  Company  facilities.  Feed  cost for the
current 39 weeks was $.198 per dozen,  compared  to $.182 per dozen last year,
an increase of 8.8%.  The  improvements  in egg selling  prices and  increased
dozens sold resulted in an increase in gross profit from 7.1% of net sales for
the prior year 39 week period to 17.2% for the current 39 week period.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling,  general and administrative expenses for the third quarter ended
March 3, 2001 were  $11.1  million,  an  increase  of  $368,000,  or 3.4%,  as
compared to $10.8 million for last fiscal year's third  quarter.  The increase
in cost is due to increased dozens sold and an increase in payroll and related
expenses. On a cost per dozen sold basis, selling,  general and administrative
expenses  remained about the same,  $.079 per dozen for the current quarter as
compared to $.078 for the same  period in the prior year.  As a percent of net
sales, selling,  general and administrative  expenses decreased from 13.6% for
fiscal 2000 third quarter to 10.7% for the current quarter.

     For the  thirty-nine  weeks  ended  March 3, 2001,  selling,  general and
administrative  expenses were $31.7 million,  an increase of $2.2 million,  or
7.5%,  as  compared to $29.5  million for the same period in the prior  fiscal
year.  Approximately  one third of the increased cost was related to increases
in  payroll  and  related  expenses,  with the  balance  made up of  increased
delivery expenses.  For the current period, fuel cost increased 21.0% from the
same period in the prior year and has also increased outside contract trucking
cost.  On a cost per dozen sold basis,  selling,  general  and  administrative
expenses remained the same at $.077 for both fiscal years. As a percent of net
sales, selling,  general and administrative expenses have decreased from 14.0%
for the prior 39 week period to 11.7% for the current 39 week period.

                                       8

<PAGE>


     OPERATING INCOME

     As the result of the above,  operating  income was $9.4  million  for the
third quarter  ended March 3, 2001,  as compared to an operating  loss of $4.2
million for last year's fiscal third quarter. Operating income was 9.1% of net
sales for the current  fiscal 2001 quarter,  compared to an operating  loss of
5.3% of net sales for the same quarter in the prior year.

     For the thirty-nine weeks ended March 3, 2001, operating income was $15.0
million,  compared to an operating loss of $14.5 million for last fiscal year.
Operating income was 5.5% of net sales for the current 39 week period compared
to an  operating  loss of 6.9% of net  sales in the same  period  in the prior
year.

     OTHER EXPENSE

     Other expense for the third quarter ended March 3, 2001 was $1.9 million,
a decrease of $132,000,  as compared to the third quarter of last fiscal year.
In the current  quarter,  net interest  expense  increased  $200,000 and other
income increased  $300,000.  Net interest  expense  increased as the result of
increased  borrowing,  primarily on the Company's line of credit,  which began
during the second quarter of fiscal 2000,  increased through the first quarter
of fiscal 2001 and was repaid during the current quarter. Other income for the
current quarter increased from equity in income of affiliates. As a percent of
net sales,  other expense was 1.9% for the current third quarter,  compared to
2.6% for the same period in the prior year.

     For the  thirty-nine  weeks ended March 3, 2001,  other  expense was $5.0
million,  an increase of $482,000,  or 10.7%,  as compared to $4.5 million for
the same  period in the prior  year.  For the  current  period,  net  interest
expense  increased $2.1 million and other income  increased $1.6 million.  Net
interest  expense  increased  due to the same  borrowing  pattern as mentioned
above. For the current period, other income increased from equity in income of
affiliates  and from  settlement  of an insurance  claim.  As a percent of net
sales,  other expense was 1.9% for the current period, as compared to 2.2% for
the same period in the prior year.

     INCOME TAXES

     As a result of the above,  the Company's  pre-tax income was $7.5 million
for the  quarter  ended  March 3,  2001,  compared  to a pre-tax  loss of $6.3
million for last year's quarter.  For the current quarter,  income tax expense
of $2.7 million was recorded with an effective tax rate of 36.3%,  as compared
to an income tax benefit of $2.3 million  with an effective  rate of 36.1% for
last year's comparable quarter.

     For the  thirty-nine  week  period  ended  March 3, 2001,  the  Company's
pre-tax  income was $10.0  million,  compared to pre-tax loss of $19.0 million
for last year. For the current thirty-nine week period,  income tax expense of
$3.7 million was recorded with an effective tax rate of 36.4%,  as compared to
an income tax benefit of $7.0 million with an effective rate of 36.5% for last
year's comparable period.

     NET INCOME (LOSS)

     Net income for the third quarter ended March 3, 2001 was $4.8 million, or
$.40 per basic share,  compared to net loss of $4.0 million, or $.32 per basic
share for last fiscal year's third quarter.

     For the thirty-nine  week period ended March 3, 2001, net income was $6.4
million,  or $.53 per basic share,  compared to last fiscal year's net loss of
$12.1 million, or $.98 per basic share.

                                      9

<PAGE>


     CAPITAL RESOURCES AND LIQUIDITY

     The  Company's  working  capital  at March 3,  2001  was  $25.8  million,
compared to $18.5  million at June 3, 2000.  The  Company's  current ratio was
1.50 at March 3, 2001,  as compared  with 1.36 at June 3, 2000.  The Company's
need for  working  capital  generally  is highest in the first and last fiscal
quarters ending in August and May, respectively,  when egg prices are normally
at seasonal lows.  Seasonal borrowing needs frequently are higher during these
periods  than  during  other  fiscal  periods.  The  Company  had $35  million
available  for use under its line of credit with three banks at March 3, 2001.
The  Company's  long-term  debt at that date,  including  current  maturities,
totaled $117.8 million, as compared to $119.7 million at June 3, 2000.

     For the thirty-nine  weeks ended March 3, 2001, $18.7 million in net cash
was provided by operating activities.  This compares to $10.1 million that was
used in operating  activities for the  comparable  period last fiscal year. In
the current  thirty-nine  week period,  $2.5 million was used for purchases of
property,  plant and equipment,  $607,000 was received from sales of property,
plant and equipment,  and $6.3 million was used for construction projects. Net
cash of $468,000 was used for  additions to  investments  and other assets and
payments  of  $939,000  were  received on notes  receivable  and  investments.
Approximately  $1.3  million  was used for  purchase  of common  stock for the
treasury and $456,000 was used for payments of dividends on the common  stock.
Additional long-term  borrowings of $3.1 million were received.  Repayments of
$5.0 million  were made on  long-term  debt and $7.5 million was repaid on the
note payable to bank.  The net result was a decrease in cash of  approximately
$162,000.

     For the comparable  period last year, $4.5 million was used for purchases
of property,  plant and  equipment,  $12.7  million was used for  construction
projects,  and $36.2 million was used in acquisition of a shell egg operation.
Approximately $1.0 million was used for purchase of common stock, and $457,000
was used for payment of dividends on the common stock.  The Company,  as a 50%
member, invested $1.2 million and loaned $1.5 million in the construction of a
joint venture egg operation in Utah, Delta Egg Farm, LLC. The Company received
$1.0 million from borrowings under its line of credit and long-term borrowings
of $40.3  million.  Principal  payments of $3.2 million were made on long-term
debt. The net result was a decrease in cash of $28.7 million.

     Certain key industry  indicators  for shell eggs are currently  favorable
for  fiscal  2001.   Baby  chicks  placed   during   calendar  2000  are  down
approximately  5%  compared  to  calendar  1999.  This will tend to reduce the
nationwide laying flock size in the current calendar year. Current projections
for total laying flock size in the U. S. during the Company's  fiscal 2001 are
only slightly larger than last fiscal year. With  anticipated  improved demand
by the egg  industry,  this should result in higher  selling  prices for eggs.
Current industry  indications are for a good corn and soybean supply for 2001.
This should ensure favorable cost of feed for the current fiscal year.

     Substantially all trade  receivables  collateralize the Company's line of
credit,  and  property,   plant  and  equipment  collateralize  the  Company's
long-term  debt.  The Company is required by certain  provisions of these loan
agreements to (1) maintain  minimum  levels of working  capital and net worth;
(2) limit dividends,  capital  expenditures,  lease obligations and additional
long-term  borrowings;  and  (3)  maintain  various  current,  cash-flow,  and
interest coverage ratios, among other restrictions.

     At   March   3,    2001,    the    Company    had   $2.6    million    in
construction-in-progress  which primarily represents construction of new shell
egg production and processing facilities in Waelder, Texas. The estimated cost
to  complete   construction  of  the  Waelder   facility  in  fiscal  2001  is
approximately $500,000. The Company has a commitment from an insurance company
to receive  $13.4  million in long-term  borrowings  applicable to the Waelder
facility, of which $11.4 million was funded as of March 3, 2001. Including the
completion  of  the  Waelder  facility,  the  Company  has  projected  capital
expenditures  of $15.7  million in fiscal  2001,  which will be funded by cash
flows from operations and additional long-term borrowings.

     As part of the Smith Farms  purchase in  September  1999,  the Company is
continuing the  construction  of egg  production and processing  facilities in
Searcy,  Arkansas  and  Flatonia,  Texas.  The  projects are being funded by a
leasing  company.  Total cost of the Searcy  facility is  approximately  $20.0
million and completion is expected in the first quarter of fiscal 2002.  Total

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cost of the  Flatonia  facility  is  approximately  $16.0  and  completion  is
anticipated in the second  quarter of fiscal 2002.  These  facilities  will be
leased with seven year terms and accounted for as operating leases.


     Impact of Recently Issued  Accounting  Standards.  The Company will adopt
the  provisions of Financial  Accounting  Standards No. 133,  "Accounting  for
Derivative  Instruments  and Hedging  Activities"  (SFAS No. 133) in the first
quarter of fiscal  2002.  Because  the  Company  is not a party to  derivative
financial instruments, management expects the adoption of SFAS No. 133 to have
no effect on the consolidated financial statements of the Company.

     Forward   Looking   Statements.    The   foregoing   statements   contain
forward-looking  statements,  which involve risks, and  uncertainties  and the
Company's actual  experience may differ  materially from that discussed above.
Factors  that may cause such a  difference  include,  but are not  limited to,
those discussed in "Factors  Affecting Future  Performance"  below, as well as
future  events that have the effect of reducing the Company's  available  cash
balances,  such as  unanticipated  operating  losses or  capital  expenditures
related to possible  future  acquisitions.  Readers are cautioned not to place
undue  reliance on  forward-looking  statements,  which  reflect  management's
analysis only as the date hereof.  The Company assumes no obligation to update
forward-looking  statements.  See also the Company's  reports to be filed from
time to time with the  Securities  and  Exchange  Commission  pursuant  to the
Securities Exchange Act of 1934.

     Factors  Affecting  Future  Performance.  The Company's  future operating
results  may be affected by various  trends and factors  beyond the  Company's
control.  These include  adverse  changes in shell egg prices and in the grain
markets.  Accordingly,  past trends  should not be used to  anticipate  future
results and trends.  Further,  the Company's prior  performance  should not be
presumed to be an accurate indication of future performance.


ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK

     There have been no material  changes in the market  risk  reported in the
Company's fiscal 2000 annual report on Form 10-K.

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                          PART II. OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        a.   Exhibits

             None

        b.   Reports on Form 8-K

        No current  report on Form 8-K was filed by the  Company  covering  an
event during the third quarter of fiscal 2001.

                                      12

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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:  April 10, 2001                            /s/BOBBY J. RAINES
                                                -----------------------------
                                                Bobby J. Raines
                                                Vice President/Treasurer
                                                (Principal Financial Officer)


Date:  April 10, 2001                            /s/CHARLES F. COLLINS
                                                -----------------------------
                                                Charles F. Collins
                                                Vice President/Controller
                                                (Principal Accounting Officer)

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