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 August 28, 1999

                                      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 October 1, 1999.

      Common Stock, $0.01 par value                  11,207,988 shares

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


<PAGE>

                    CAL-MAINE FOODS, INC. AND SUBSIDIARIES

                                     INDEX

<TABLE>
<CAPTION>
                                                                               PAGE
PART I.     FINANCIAL INFORMATION                                             NUMBER

<S>               <C>                                                           <C>
      Item 1.     Condensed Consolidated Financial Statements (Unaudited)

                  Condensed Consolidated Balance Sheets -
                  August 28, 1999 (unaudited) and May 29, 1999                   3

                  Condensed Consolidated Statements of Operations -
                  Three Months Ended August 28, 1999 (unaudited) and
                  August 29, 1998 (unaudited)                                    4

                  Condensed Consolidated Statements of Cash Flow -
                  Three Months Ended August 28, 1999 (unaudited) and
                  August 29, 1998 (unaudited)                                    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


PART II.    OTHER INFORMATION

      Item 6.     Exhibits and Reports on Form 8-K                              11


      Signatures                                                                12
</TABLE>


                                      2

<PAGE>

                         PART I. FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

                    CAL-MAINE FOODS, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                     (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                    August 28, 1999        May 29, 1999
                                                                    ---------------        ------------
                                                                       (unaudited)           (note 1)
<S>                                                                     <C>                   <C>
ASSETS
Current assets:
  Cash and cash equivalents                                             $  28,192             $  36,198
  Accounts receivable and notes receivable from affiliate, net             15,781                14,617
  Inventories - note 2                                                     37,281                38,353
  Prepaid expenses and other current assets                                 4,213                   771
                                                                        ----------            ----------
Total current assets                                                       85,467                89,939

Notes receivable and investments                                            7,290                 7,468
Goodwill                                                                    4,190                 4,260
Other assets                                                                2,605                 2,104

Property, plant and equipment                                             189,304               184,354
Less accumulated depreciation                                             (77,569)              (74,443)
                                                                        ----------            ----------
                                                                          111,735               109,911
                                                                        ----------            ----------
    TOTAL ASSETS                                                        $ 211,287             $ 213,682
                                                                        ==========            ==========

LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
Accounts payable and accrued expenses                                   $  24,324             $  27,026
  Current maturities of long-term debt                                      4,517                 4,118
  Current deferred income taxes                                            10,294                10,294
                                                                        ----------            ----------
Total current liabilities                                                  39,135                41,438

Long-term debt, less current maturities                                    85,799                79,886
Deferred expenses                                                           1,489                 1,489
Deferred income expenses                                                   10,285                10,285
                                                                        ----------            ----------
    Total liabilities                                                     136,708               133,098

Stockholders' equity:
  Common stock $0.01 par value per share:
    Authorized shares - 30,000,000
    Issued and outstanding shares - 17,565,200 at August 28,1999
    and at May 29, 1999                                                       176                   176
  Class A common stock $0.01 part value, authorized, issued and
    outstanding 1,200,000 shares                                               12                    12
  Paid-in capital                                                          18,784                18,784
  Retained earnings                                                        66,006                71,525
  Common stock in treasury - 6,352,212 shares at August 28, 1999
    and 6,257,712 shares at May 29, 1999                                  (10,399)               (9,913)
                                                                        ----------            ----------
  Total stockholders' equity                                               74,579                80,584
                                                                        ----------            ----------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 211,287             $ 213,682
                                                                        ==========            ==========
</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
                                                                    August 28, 1999        August 29, 1998
                                                                    ---------------        ---------------
<S>                                                                     <C>                    <C>
Net Sales                                                               $  59,055              $  68,785
Cost of Sales                                                              57,322                 62,704
                                                                        ----------             ----------
  Gross Profit                                                              1,733                  6,081
Selling, general and administrative                                         9,096                  8,935
                                                                        ----------             ----------
  Operating loss                                                           (7,363)                (2,854)
Other income (expense):
  Interest expense, net                                                    (1,031)                  (617)
  Other                                                                      (111)                   191
                                                                        ----------             ----------
                                                                           (1,142)                  (426)
                                                                        ----------             ----------

  Loss before income taxes                                                 (8,505)                (3,280)
Income tax benefit                                                         (3,141)                (1,193)
                                                                        ----------             ----------
  NET LOSS                                                              $  (5,364)             $  (2,087)
                                                                        ==========             ==========
Net loss per common share:
  Basic                                                                 $    (.43)             $    (.16)
                                                                        ==========             ==========
  Diluted                                                               $    (.43)             $    (.16)
                                                                        ==========             ==========
Dividends per common share                                              $   .0125              $     .01
                                                                        ==========             ==========
Weighted average shares outstanding:
  Basic                                                                    12,450                 13,147
                                                                        ==========             ==========
  Diluted                                                                  12,458                 13,315
                                                                        ==========             ==========
</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>
                                                                               13 Weeks Ended
                                                                    August 28, 1999        August 29, 1998
                                                                    ---------------        ---------------
<S>                                                                     <C>                    <C>
Cash used in operations                                                 $  (8,653)             $  (2,719)

Investing Activities:
  Purchases of property, plant and equipment                               (2,387)                (1,412)
  Construction of production facilities                                    (2,684)                  (854)
  Payments received on notes receivable and from investments                   75                    393
  Increase in notes receivable, investments and other assets                 (328)                     -
  Net proceeds from sales of property, plant and equipment                     14                    512
                                                                        ----------             ----------
Net cash used in investing activities                                      (5,310)                (1,361)

Financing activities:
  Long-term borrowings                                                      7,445                  2,850
  Principal payments on long-term debt for capital leases                    (847)                (1,077)
  Purchases of common stock for treasury                                     (487)                  (139)
  Payments of dividends                                                      (154)                   (11)
                                                                        ----------             ----------
Net cash provided by financing activities                                   5,957                  1,623
                                                                        ----------             ----------
Decrease in cash and cash equivalents                                      (8,006)                (2,457)

Cash and cash equivalents at beginning of period                           36,198                 41,126
Cash and cash equivalents at end of period                              $  28,192              $  38,669
                                                                        ==========             ==========
</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)
                                August 28, 1999
                                  (unaudited)

1.    Basis of Presentation


      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 principals
for  complete  financial  statements.  In  the  opinion  of  management,   all
adjustments (consisting of normal occurring accruals) considered necessary for
a fair presentation have been included.  Operating results for the three-month
period ended  August 28, 1999 are not  necessarily  indicative  of the results
that may be expected for the year ended June 3, 2000.

      The  balance  sheet at May 28,  1999 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 28, 1999.

2.    Inventories

      Inventories consisted of the following:

<TABLE>
<CAPTION>
                           August 28, 1999          May 29, 1999
                           ---------------          ------------
<S>                          <C>                      <C>
Flocks                       $ 24,400                 $ 24,662
Eggs                            2,441                    2,471
Feed and supplies               7,036                    7,847
Livestock                       3,404                    3,373
                             ----------------------------------
                             $ 37,281                 $ 38,353
                             ==================================
</TABLE>

3.    Subsequent Event

      On September 30, 1999, the Company  purchased  substantially  all of the
assets and  assumed  certain  liabilities  of Smith  Farms,  Inc.  and certain
related  companies  ("Smith Farms") for a net purchase price of  approximately
$36.2  million.  The assets  purchased  are Smith  Farms' egg  production  and
processing  businesses in Texas and Arkansas,  and include  approximately  3.9
million laying hens and growing  pullets,  two feed mills located in Texas and
Arkansas, two egg production complexes in Texas and one egg production complex
in  Arkansas,  as well as certain  equipment  for feed and egg  delivery.  The
acquisition  will be  accounted  for by the  purchase  method  of  accounting.
Accordingly,  the purchase price will be allocated  based on the fair value of
the assets acquired and liabilities assumed.


                                      6

<PAGE>

ITEM 2.     MANAGEMENT'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 closest to May 31.

      The Company's  operations  are fully  integrated.  At its  facilities it
hatches chicks, grows pullets, manufactures feed, and produces, processes, and
distributes  shell eggs.  The Company  currently  is the largest  producer and
distributor  of fresh  shell  eggs in the  United  States.  Shell  egg  sales,
including  feed  sales  to  outside  egg  producers,  account  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 30% 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 from outside producers for resale, as needed, 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
                                                                    August 28, 1999        August 29, 1998
                                                                    ---------------        ---------------
<S>                                                                     <C>                    <C>
Net sales                                                               100.0 %                100.0 %
Cost of sales                                                            97.1                   91.2
                                                                    --------------------------------------
Gross profit                                                              2.9                    8.8
Selling, general & administrative                                        15.4                   12.9
                                                                    --------------------------------------
Operating loss                                                          (12.5)                  (4.1)
Other expense                                                            (1.9)                   (.6)
                                                                    --------------------------------------
Loss before taxes                                                       (14.4)                  (4.7)
Income tax benefit                                                       (5.3)                  (1.7)
                                                                    --------------------------------------
Net loss                                                                 (9.1)%                 (3.0)%
                                                                    ======================================
</TABLE>


                                      7

<PAGE>

      NET SALES

      Net sales for the first  quarter of fiscal  2000 were $59.1  million,  a
decrease of $9.7 million,  or 14.1% as compared to the first quarter of fiscal
1999.  Although total eggs sold increased in the current quarter,  egg selling
prices were down sharply as compared  with prices a year ago.  Dozens sold for
the  current  quarter  were 109.3  million  dozen,  an increase of 3.0 million
dozen,  or 2.8 %, as compared to the first quarter of last year. The Company's
net  average  selling  price per dozen for the fiscal  2000 first  quarter was
$.493,  compared  to $.574 for the first  quarter of last year,  a decrease of
14.1%.  The Company's net average  selling price is the average  selling price
for all sizes and  grades  of shell  eggs,  including  non-graded  egg  sales,
breaking stock and undergrades.  Although domestic demand was good,  increased
egg supply and weak export  demand  caused egg prices to  decrease  during the
first  quarter of this  fiscal  year.  Feed sales to  outside  producers  also
decreased  for  the  current  quarter  as a  result  of  lower  cost  of  feed
ingredients which brought market prices for feed down.

      COST OF SALES

      Total cost of sales for the first  quarter  ended  August  28,  1999 was
$57.3 million, a decrease of $5.4 million, or 8.6%, as compared to the cost of
sales  of $62.7  million  for last  year's  first  quarter.  The  decrease  is
primarily due to lower feed cost per dozen  produced.  Feed cost for the first
quarter ended August 28, 1999 was $.184 per dozen, compared to $.220 per dozen
for the  comparable  fiscal 1999 first  quarter,  a decrease  of 16.4%.  Other
operating  costs were favorable for the current first quarter  compared to the
same quarter in the prior year. The Company purchased more dozens from outside
sources during this first quarter, 30.5 million dozen compared to 26.5 million
for last year. However, during weak egg market conditions, such as the current
first quarter,  the Company is able to purchase outside eggs at more favorable
net prices which mitigates the additional cost of purchasing eggs from outside
sources.  Although  cost of sales  decreased,  the sharp  drop in egg  selling
prices  resulted in a decrease in gross  profit from 8.8% of net sales for the
quarter  ended August 29, 1998,  to 2.9% of net sales for the current  quarter
ended August 28, 1999.

      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

      Selling,  general and administrative expense for the first quarter ended
August 28,  1999 was $9.1  million,  an  increase  of  $160,000,  or 1.8%,  as
compared to the expense of $8.9 million for the  comparable  period last year.
The increase is mostly in payroll and payroll related  expenses.  Other costs,
including delivery,  remained approximately the same for both fiscal quarters.
Although the expenses  increased only $160,000 for the current quarter,  lower
net sales resulted in a higher percent of net sales  comparison.  As a percent
of net sales,  general and  administrative  expense  increased  from 12.9% for
fiscal 1999 to 15.4% for the current fiscal year.

      OPERATING LOSS

      As the  result of the  above,  an  operating  loss of $7.4  million  was
incurred  for the first  quarter  ended  August 28,  1999,  as  compared to an
operating  loss of $2.9  million for last fiscal  year's first  quarter.  As a
percent of sales,  the current fiscal 2000 quarter had a 12.5% operating loss,
compared to 4.1% operating loss for last year.

      OTHER EXPENSE

      Other  expenses  for the first  quarter  ended August 28, 1999 were $1.1
million,  compared to  $426,000  for last year's  first  quarter.  The current
quarter  increase of $716,000 is due to an increase in net interest expense of
approximately  $414,000  and a  decrease  in other  income  of  $302,000.  Net
interest expense increased as the result of increased  long-term borrowing and
a decrease in interest income due to lower cash equivalent investments.  Other
income decreased primarily due to decreases in equity in income of affiliates.
As a percent of net sales,  other expense  increased  from .6% for last year's
first quarter to 1.9% for the current first quarter.


                                      8

<PAGE>

      INCOME TAXES

      As a result of the above, the Company had a pre-tax loss of $8.5 million
for the  quarter  ended  August 28,  1999,  compared  to pre-tax  loss of $3.3
million for the quarter  ended  August 29,  1998.  For the first  quarter,  an
income tax benefit of $3.1 million was recorded  with an effective tax rate of
36.9%,  as compared to an income tax benefit of $1.2 million with an effective
tax rate of 36.4% .

      NET LOSS

      As a result  of the  above,  the net loss for the  first  quarter  ended
August  28,  1999 was $5.4  million,  or $.43 per  basic  and  diluted  share,
compared to net loss of $2.1 million,  or $.16 per basic and diluted share for
the quarter ended August 29, 1998.

      CAPITAL RESOURCES AND LIQUIDITY

      The  Company's  working  capital  at August 28,  1999 was $46.3  million
compared to $48.5  million at May 29,  1999.  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 an unused $35 million line of
credit with three  banks at August 28,  1999.  The Compan s long-term  debt at
that date,  including current  maturities and capitalized  lease  obligations,
totaled $90.3 million.

      Substantially  all trade  receivables and inventories  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  and
cash-flow  coverage  ratios,  among  other  restrictions.  The  Company was in
compliance with these provisions at August 28, 1999.

      For the thirteen  weeks ended August 28, 1999,  $8.7 million in net cash
was used in  operating  activities.  This  compares  to net cash  used of $2.7
million for the comparable  period last year. In the current  fiscal  quarter,
$2.4 million was used for purchases of property,  plant,  and  equipment,  and
$2.7 million used for a construction project in Waelder, Texas.  Approximately
$487,000 was used for purchase of common stock for the treasury,  and $154,000
was used for payment of dividends on the common  stock.  Additional  long-term
borrowings of $7.4 million were received and repayments of $847,000 were made.
The net result of these  current  activities  was a  decrease  in cash of $8.0
million since May 29, 1999.

      In the first  quarter  ended August 29, 1998,  $1.4 million was used for
purchases  of  property,  plant,  and  equipment  and  $900,000  was  used for
construction  projects.  Net  cash of  $900,000  was  received  from  sales of
property,  plant,  and  equipment,  and  from  notes  receivable.   Additional
long-term  borrowings  of $2.8 million were  received and  repayments  of $1.1
million were made.  The net result was a decrease in cash from May 30, 1998 to
August 29, 1998.

      At August 28,  1999,  the Company had  expended,  since the start of the
project,  approximately  $9.8  million  for  construction  of  new  shell  egg
production,  processing  and feed  mill  facilities  in  Waelder,  Texas.  The
estimated cost of construction is approximately $18.7 million with anticipated
borrowings  in fiscal 2000 of  approximately  $10.4  million from an insurance
company.

      The  Company  has  $2.9  million  of  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 the taxes on the cash
basis  temporary  differences  as of that date are  generally  payable over 20
years beginning in fiscal 1999 or in the first fiscal year in which there is a
change  in  ownership  control.  Payment  of the  $2.9  million  deferred  tax
liability  would reduce the Company's cash, but would not impact the Company's
statement of operations or reduce  stockholders'  equity,  as these taxes have
been accrued and are reflected on the Company's balance sheet.


                                      9

<PAGE>

      YEAR 2000 ISSUE

      The Company has a program underway to ensure that all of its significant
computer  systems are Year 2000  compliant.  The program is divided into three
major components:  (1)  identification of all information  technology  systems
("IT Systems" and  non-information  technology systems ("Non-IT Systems") that
are not Year 2000  compliant;  (2)  repair or  replacement  of the  identified
non-compliant  systems;  and (3) testing of the repaired or replaced  systems.
The company has no "in house" developed or proprietary IT Systems. The Company
uses commercially  developed  software,  the majority of which is periodically
upgraded through existing maintenance contracts. For part (1), identification,
the review  phase has been  completed.  Identification  will  continue  as new
equipment,  software,  and  upgrades  are  installed  and as the Company  goes
through the testing phase of the program.  Review of accounting  and financial
reporting  systems is finished and the Company is  continuing to review Non-IT
Systems that may have embedded  microprocessors in various types of equipment.
Part (2),  repairing and  replacing,  continues  primarily  under  maintenance
contracts  with the Company's  software  vendors.  While the  Company's  major
systems are substantially  Year 2000 compliant,  the software vendors continue
to send new  programs,  upgrades  and  patches as they get into final  testing
stages of their  product.  None of the vendors  have,  to date,  indicated any
serious  problems or delays in becoming Year 2000  compliant in calendar 1999.
Part (3), testing, is substantially  complete, and will continue until vendors
have  completed all upgrades and patches.  Testing will be ongoing  throughout
calendar 1999.

      The Company has been  contacting  key  suppliers  and business  partners
about the Year 2000 issue. While no assurances can be given that key suppliers
and business partners will remedy their own Year 2000 issues, the Company,  to
date, has not identified any material impact on its ability to continue normal
business  operations with suppliers or other third parties who fail to address
the issue.  The Company,  like other  businesses,  is dependent upon Year 2000
compliance with the utilities, transportation, and financial industries.

      Actual costs associated with  implementation  of the Company's Year 2000
program are  expected to be  insignificant  to the  Company's  operations  and
financial condition. Costs of $50,000 to $100,000, primarily for hardware, are
expected to be incurred. As of August 29, 1999, the Company has expended under
$50,000 in the project. Significantly,  all of these costs will be capitalized
since the hardware  would have been  replaced  even if there were no Year 2000
issue.

      The Company will continue to monitor and evaluate the impact of the Year
2000 issue on its  operations.  While the Company is in the final testing part
of its program,  the risks from potential  Year 2000 failures  cannot be fully
assessed at this time.  Thus, the Company cannot  finalize  contingency  plans
until all testing is complete.  These  contingency  plans will be developed as
potential Year 2000 failures are identified in the final testing stages.

                      ---------------------------------

      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.


                                      10

<PAGE>

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 1999 annual report on Form 10-K.


                          PART II. OTHER INFORMATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

      a.    Exhibits
            The following Part I exhibit is filed herewith:

                  Exhibit
                  Number                     Exhibit
                  -------                    -------
                  27                Financial data schedule

      b.    Reports on Form 8-K

      No Current Report on Form 8-K was filed by the Company covering an event
during the first quarter of fiscal 2000.


                                      11

<PAGE>

                                  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 6, 1999                          /s/BOBBY J. RAINES
                                                ------------------
                                                Bobby J. Raines
                                                Vice President/Treasurer
                                                (Principal Financial Officer)


Date:  October 6, 1999                          /s/CHARLES F. COLLINS
                                                ---------------------
                                                Charles F. Collins
                                                Vice President/Controller
                                                (Principal Accounting Officer)