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 December 1, 2007


OR





o 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
o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of accelerated
      filer and large accelerated filer as defined in Rule 12b-2 of the Exchange
      Act.




Large Accelerated filer o
              Accelerated
                  filer x
              Non-
                  Accelerated filer o




Indicate
      by check mark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the Exchange Act).


Yes
o No
x





APPLICABLE
      ONLY TO CORPORATE ISSUERS:




Indicate
      number of shares outstanding of each of the issuer’s classes of common stock
      (exclusive of treasury shares), as of December 29, 2006.




Common
                Stock, $0.01 par value
            21,310,791
                sharesClass
                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.
            
            Financial
              Statements****Condensed
                Consolidated Financial Statements (Unaudited)
            
            3Condensed
                Consolidated Balance Sheets -December 1, 2007 and June 2,
                2007
            
            3Condensed
                Consolidated Statements of Income -Thirteen Weeks and Twenty-Six
                Weeks
                Ended December 1, 2007 and December 2, 2006
            
            4Condensed
                Consolidated Statements of Cash Flows -Twenty-Six Weeks Ended December
                1,
                2007 and December 2, 2006
            
            5Notes
                to Condensed Consolidated Financial Statements
            
            6Item
                2.
            
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            
            8Item
                3.
            
            Quantitative
                and Qualitative Disclosures About Market Risk
            
            14Item
                4.
            
            Controls
                and Procedures
            
            14**Part
                II.****Other
                Information**Item
                1.
            
            Legal
                Proceedings
            
            14Item
                1A.
            
            Risk
                Factors
            
            15Item
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            
            16Item
                5.
            
            Other
                Information
            
            16Item
                6.
            
            Exhibits
            
            16Signatures
            
            17




2




**PART
      I. FINANCIAL INFORMATION**




**ITEM
      1. FINANCIAL STATEMENTS**





**CAL-MAINE
      FOODS, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**(in
      thousands)**




December
                1,
              2007
            
            June
                2,
              2007(unaudited)
            
            (note
                1)ASSETSCurrent
                assets:Cash
                and cash equivalents
            
            $
            28,535
            
            $
            15,032Investments
            
            
            59,250
            
            
            39,500Trade
                and other receivables
            
            
            68,888
            
            
            38,180Inventories
            
            
            69,403
            
            
            62,208Prepaid
                expenses and other current assets
            
            
            881
            
            
            1,390Total
                current assets
            
            
            226,957
            
            
            156,310Notes
                receivable and investments
            
            
            9,893
            
            
            7,913Goodwill
            
            
            4,195
            
            
            4,195Other
                assets
            
            
            7,476
            
            
            2,560Property,
                plant and equipment
            
            
            393,155
            
            
            376,316Less
                accumulated depreciation
            
            
            (192,656
            )
            
            (182,726
            )200,499
            
            
            193,590TOTAL
                ASSETS
            
            $
            449,020
            
            $
            364,568LIABILITIES
                AND STOCKHOLDERS’ EQUITYCurrent
                liabilities:Accounts
                payable and accrued expenses
            
            $
            75,581
            
            $
            45,051Current
                maturities of purchase obligation
            
            
            10,758
            
            
            5,435Current
                maturities of long-term debt
            
            
            11,661
            
            
            13,442Deferred
                income taxes
            
            
            12,136
            
            
            11,830Total
                current liabilities
            
            
            110,136
            
            
            75,758Long-term
                debt, less current maturities
            
            
            92,572
            
            
            99,410Non-controlling
                interests in consolidated entities
            
            
            888
            
            
            1,894Purchase
                obligation, less current maturities
            
            
            9,437
            
            
            9,867Other
                non-current liabilities
            
            
            2,210
            
            
            2,150Deferred
                income taxes
            
            
            19,867
            
            
            19,750Total
                liabilities
            
            
            235,110
            
            
            208,829Stockholders’
                equity:Common
                stock $0.01 par value per share:Authorized
                shares - 60,000Issued
                35,130 shares and 21,311 shares outstanding atDecember
                1, 2007 and 21,193 shares outstanding at June 2, 2007
            
            
            351
            
            
            351Class
                A common stock $0.01 par value per share, authorized, issued
                andoutstanding
                2,400 shares at December 1, 2007 and June 2, 2007
            
            
            24
            
            
            24Paid-in
                capital
            
            
            29,427
            
            
            29,043Retained
                earnings
            
            
            205,121
            
            
            147,667Common
                stock in treasury - 13,819 shares at December 1, 2007and
                13,937 shares at June 2, 2007
            
            
            (21,013
            )
            
            (21,346
            )Total
                stockholders’ equity
            
            
            213,910
            
            
            155,739TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            449,020
            
            $
            364,568





See
      notes
      to condensed consolidated financial statements.




3




**CAL-MAINE
      FOODS, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF INCOME**


**(in
      thousands, except per share amounts)**


**(unaudited)**




13
                Weeks Ended
            
            
            26
                Weeks EndedDecember
                1,
              2007
            
            
            December
                2,
              2006
            
            
            December
                1,
              2007
            
            
            December
                2,
              2006Net
                sales
            
            $
            223,696
            
            $
            137,737
            
            $
            402,294
            
            $
            253,045Cost
                of sales
            
            
            147,664
            
            
            112,782
            
            
            280,682
            
            
            219,683Gross
                profit
            
            
            76,032
            
            
            24,955
            
            
            121,612
            
            
            33,362Selling,
                general andadministrative
            
            
            17,029
            
            
            14,458
            
            
            35,677
            
            
            28,928Operating
                income
            
            
            59,003
            
            
            10,497
            
            
            85,935
            
            
            4,434Other
                income (expense):Interest
                expense, net
            
            
            (1,377
            )
            
            (1,764
            )
            
            (3,024
            )
            
            (3,559
            )Other
            
            
            3,744
            
            
            824
            
            
            5,682
            
            
            6812,367
            
            
            (940
            )
            
            2,658
            
            
            (2,878
            )Income
                before income tax
            
            
            61,370
            
            
            9,557
            
            
            88,593
            
            
            1,556Income
                tax expense
            
            
            21,216
            
            
            3,156
            
            
            30,473
            
            
            586Net
                income
            
            $
            40,154
            
            $
            6,401
            
            $
            58,120
            
            $
            970Net
                income per common shareBasic
            
            $
            1.70
            
            $
            0.27
            
            $
            2.46
            
            $
            0.04Diluted
            
            $
            1.69
            
            $
            0.27
            
            $
            2.45
            
            $
            0.04Dividends
                per common share
            
            $
            0.0125
            
            $
            0.0125
            
            $
            0.0250
            
            $
            0.0250Weighted
                  average sharesoutstanding:Basic
            
            
            23,681
            
            
            23,503
            
            
            23,640
            
            
            23,503Diluted
            
            
            23,714
            
            
            23,597
            
            
            23,719
            
            
            23,596




See
      notes
      to condensed consolidated financial statements.




4




**CAL-MAINE
      FOODS, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(in
      thousands)**


**(unaudited)**


26
                Weeks EndedDecember
                1,
              2007
            
            
            December
                2,
              2006Cash
                provided by operations
            
            $
            58,801
            
            $
            2,345Investing
                activities:Purchases
                of short-term investments
            
            
            (36,000
            )
            
            -Sales
                of short-term investments
            
            
            16,250
            
            
            15,000Purchases
                of property, plant and equipment
            
            
            (12,171
            )
            
            (12,065
            )Payments
                received on notes receivable and from investments
            
            
            572
            
            
            560Increase
                in notes receivable and investments
            
            
            (668
            )
            
            (1,030
            )Net
                proceeds from disposal of property, plant and equipment
            
            
            2,087
            
            
            277Net
                cash provided by (used in) investing activities
            
            
            (29,930
            )
            
            2,742Financing
                activities:Payment
                of purchase obligation
            
            
            (6,769
            )
            
            (6,102
            )Proceeds
                from issuance of common stock from treasury
            
            
            608
            
            
            -Proceeds
                from long-term borrowings
            
            
            -
            
            
            3,000Principal
                payments on long-term debt
            
            
            (8,619
            )
            
            (3,331
            )Payments
                of dividends
            
            
            (588
            )
            
            (585
            )Net
                cash used in financing activities
            
            
            (15,368
            )
            
            (7,018
            )Net
                change in cash and cash equivalents
            
            
            13,503
            
            
            (1,931
            )Cash
                and cash equivalents at beginning of period
            
            
            15,032
            
            
            13,295Cash
                and cash equivalents at end of period
            
            $
            28,535
            
            $
            11,364





See
      notes
      to condensed consolidated financial statements.




5





**CAL-MAINE
      FOODS, INC. AND SUBSIDIARIES**


Notes
      to
      Condensed Consolidated Financial Statements


(in
      thousands, except share amounts)


December
      1, 2007


(unaudited)




1.  Presentation
      of Interim Information





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with generally accepted accounting principles for interim
      financial information and with the instructions to Form 10-Q and Article 10
      of
      Regulation S-X. Accordingly, they do not include all of the information and
      footnotes required by generally accepted accounting principles for complete
      financial statements. In the opinion of management, all adjustments, consisting
      of normal recurring adjustments, considered necessary for a fair presentation
      have been included. Operating results for the thirteen week and twenty six
      week
      periods ended December 1, 2007 are not necessarily indicative of the results
      that may be expected for the year ending May 31, 2008.





The
      balance sheet at June 2, 2007 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 June 2, 2007.




**Hillandale
      Acquisition**





On
      July
      28, 2005, we entered into an Agreement to Form a Limited Liability Company
      with
      Hillandale Farms, Inc. and Hillandale Farms of Florida, Inc. (together,
“Hillandale”), and the Hillandale shareholders (the “Agreement”). Under the
      terms of the Agreement, we acquired 51% of the Units of Membership in
      Hillandale, LLC for cash of approximately $27,006 on October 12, 2005, with
      the
      remaining 49% of the Units of Membership to be acquired in essentially equal
      annual installments over a four-year period. The purchase price of the Units
      equals their book value at the time of purchase as calculated under the terms
      of
      the Agreement.





In
      August 2006, in
      accordance with the Agreement, we
      purchased, for $6,102, an additional 13% of the Units of Hillandale, LLC based
      on their book value as of July 29, 2006. In August 2007, we purchased, for
      $6,769, an additional 12% of the Units of Hillandale, LLC based on their book
      value as of July 28, 2007. Our ownership of Hillandale, LLC currently is 76%.
      Our obligation to acquire the remaining 24% of Hillandale, LLC is recorded
      at
      its present value of $20,195 as of December 1, 2007, of which $10,758 is
      included in current liabilities and $9,437 is included in other non-current
      liabilities in the accompanying condensed consolidated balance sheet. We will
      purchase an additional 12% of Hillandale LLC based on the book value of the
      Membership Units as of July 26, 2008. This estimated obligation was adjusted
      as
      of December 1, 2007 due to the expected earnings increase in the book value
      of
      the membership units. The
      Company will adjust the original Hillandale purchase price allocation based
      on
      the ultimate amount paid for the acquisition in accordance with SFAS
      141.




**Stock
      Compensation Plans**




Refer
      to
      Note 9 of our June 2, 2007 audited financial statements for further information
      on our stock compensation plans. Total stock based compensation expense for
      the
      six months ended December 1, 2007 and December 2, 2006 was $4,288 and $253,
      respectively. Our liabilities associated with Stock Appreciation Rights as
      of
      December 1, 2007 and December 2, 2006 was $5,327 and $1,179,
      respectively.




During
      the six months ended December 1, 2007, options were exercised for 118,100 shares
      of common stock. Proceeds from the exercise of these options amounted to $608.
      The Company made no stock-based grants during the twenty-six weeks ended
      December 1, 2007.




6




2.
      Inventories




Inventories
      consisted of the following:





December
                1,
              2007
            
            June
                2,
              2007Flocks
            
            $
            41,764
            
            $
            40,773Eggs
            
            
            5,733
            
            
            4,704Feed
                and supplies
            
            
            21,906
            
            
            16,731$
            69,403
            
            $
            62,208




3. 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.





4.
      Net
      Income per Common Share





Basic
      net
      income per share was calculated by dividing net income by the weighted-average
      number of common shares outstanding during the period. Diluted net income per
      share was calculated by dividing net income by the weighted-average number
      of
      common shares outstanding during the period plus the dilutive effects of options
      and warrants.





5. Income
      Taxes





We
      adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48
“Accounting for Uncertainty in Income Taxes” (“FIN 48”), effective June 3, 2007.
      FIN 48 clarifies the accounting for income taxes by prescribing the minimum
      recognition threshold a tax position is required to meet before being recognized
      in the financial statements. FIN 48 also provides guidance on derecognition,
      measurement, classification, interest and penalties, accounting in interim
      periods, disclosure and transition. We had no significant unrecognized tax
      benefits at the date of adoption or at December 1, 2007. Accordingly, we do
      not
      have any interest or penalties related to uncertain tax positions. However,
      if
      interest or penalties were to be incurred related to uncertain tax positions,
      such amounts would be recognized in income tax expense. Tax periods for all
      years after 2003 remain open to examination by the federal and state taxing
      jurisdictions to which we are subject.




7





**ITEM
              2.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL****CONDITION
                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 1A of our Annual Report on Form 10-K
      for the fiscal year ended June 2, 2007, (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 or obligations
      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 29 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 80% of the total number of shell eggs sold
      by
      us, with approximately 10% 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
      20% of the total number of shell eggs sold by us are purchased from outside
      producers for resale, as needed.




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 currently average
      about 60% of our total farm egg production cost. Changes in market prices for
      corn and soybean meal, the primary ingredients of the feed we use, result in
      changes in our 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 and levels of use for ethanol
      and biofuel, over which we have little or no control. Market prices for corn
      remain higher in part because of increasing demand from ethanol producers.
      Market prices for soybean meal remain higher as a result of farmers switching
      acres from soybeans to corn and increasing demands for use in the manufacture
      of
      renewable energy.




8




RESULTS
      OF OPERATIONS





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





Percentage
                of Net Sales13
                Weeks Ended
            
            26
                Weeks EndedDecember
                1,
              2007
            
            December
                2,
              2006
            
            December
                1,
              2007
            
            December
                2,
              2006Net
                sales
            
            
            100.0
            %
            
            100.0
            %
            
            100.0
            %
            
            100.0
            %Cost
                of sales
            
            
            66.0
            
            
            81.9
            
            
            69.8
            
            
            86.8Gross
                profit
            
            
            34.0
            
            
            18.1
            
            
            30.2
            
            
            13.2Selling,
                  general andadministrative
            
            
            7.6
            
            
            10.5
            
            
            8.9
            
            
            11.4Operating
                income
            
            
            26.4
            
            
            7.6
            
            
            21.3
            
            
            1.8Other
                income (expense):
            
            
            1.1
            
            
            (0.7
            )
            
            0.7
            
            
            (1.2
            )Income
                before income tax
            
            
            27.5
            
            
            6.9
            
            
            22.0
            
            
            0.6Income
                tax expense
            
            
            9.5
            
            
            2.3
            
            
            7.6
            
            
            0.2Net
                income
            
            
            18.0
            %
            
            4.6
            %
            
            14.4
            %
            
            0.4
            %




NET
      SALES





Year-
      to-date, approximately 93% of our net sales consist of shell egg sales, with
      2%
      consisting of incidental feed sales to outside producers, and the remaining
      5%
      balance consisting of sales of egg products. Net sales for the thirteen-week
      period ended December 1, 2007 were $223.7 million, an increase of $86.0 million
      or 62.4% compared to net sales of $137.7 million for the thirteen-week period
      ended December 2, 2006. Total dozens of eggs sold increased slightly and egg
      selling prices increased significantly in the current thirteen-week period
      as
      compared to the same comparable thirteen-week period in fiscal 2007. Dozens
      sold
      for the current thirteen-week period were 172.3 million dozen, an increase
      of
      266,000 dozen, or 0.2% as compared to the similar thirteen-week period of fiscal
      2007. In the current thirteen-week period domestic demand for shell eggs
      improved ****** as
      compared to a year ago. Continuous improvements made to better balance egg
      production with demand resulted in favorable egg market conditions. This caused
      higher shell egg selling prices during the current quarter. Our net average
      selling price per dozen for the thirteen-week period ended December 1, 2007
      was
      $1.183, compared to $.765 for the thirteen-week period ended December 2, 2006,
      an increase of 54.6%.  The
      net
      average selling price per dozen 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 December 1, 2007 were $402.3 million,
      an
      increase of $149.3 million, or 59.0% compared to net sales of $253.0 million
      for
      the fiscal 2007 twenty-six week period. Dozens sold for the current twenty-six
      week period were 336.2 million compared to 344.4 million for the same twenty-six
      week period in fiscal 2007, a decrease of 8.2 million dozen, or 2.4%. As in
      the
      current quarter, favorable egg market conditions resulted in increased shell
      egg
      selling prices. For the fiscal 2008 twenty-six week period, our net average
      selling price per dozen was $1.077, compared to $.698 per dozen for fiscal
      2007,
      an increase of $.379 per dozen, or 54.3%.




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 thirteen-week period ended December
      1,
      2007 was $147.7 million, an increase of $34.9 million, or 30.9%, as compared
      to
      the cost of sales of $112.8 million for the thirteen-week period ended December
      2, 2006. This increase is the result of higher costs of feed ingredients and
      costs of shell eggs purchased from outside producers. Due to the increase in
      shell egg selling prices, outside egg purchase cost increased. Feed cost for
      the
      thirteen-week period ended December 1, 2007 was $.303 per dozen, an increase
      of
      32.3%, as compared to cost per dozen of $.229 for the same thirteen-week period
      in fiscal 2007. Increases in feed cost are the result of higher market prices
      for corn and soybean meal, primary ingredients for the feed we use. Other
      operating costs have increased slightly from last fiscal year. Increases in
      shell egg selling prices offset an increase in feed ingredients and resulted
      in
      a net increase in gross profit from 18.1% of net sales for the thirteen-week
      period ended December 2, 2006 to 34.0% of net sales for the thirteen-week period
      ended December 1, 2007.




9





For
      the
      twenty-six week period ended December 1, 2007, total cost of sales was $280.7
      million, an increase of $61.0 million, or 27.8%, as compared to cost of sales
      of
      $219.7 million for the twenty-six week period ended December 2, 2006. The
      increase in cost of sales is the result of higher cost of eggs purchased from
      outside producers and an increase in the cost of feed ingredients. Feed cost
      for
      the current twenty-six week period was $.294 per dozen, compared to $.222 per
      dozen for the twenty-six week period ended December 2, 2006, an increase of
      32.4%. Gross profit increased to 30.2% of net sales for the twenty-six week
      period ended December 1, 2007 from 13.2% for the comparable twenty-six week
      period ended December 2, 2006.




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 thirteen-week period ended December 1, 2007 was $17.0 million, an
      increase of $2.5 million, or 17.8%, as compared to $14.5 million for the
      thirteen-week period ended December 2, 2006. In the thirteen-week period ended
      December 1, 2007, stock compensation expense increased by $1.8 million, and
      franchise fees and promotional expenses pertaining to our increasing specialty
      egg business increased by $698,000. On a cost per dozen sold basis, selling,
      general and administrative expense was $.099 per dozen for the current quarter
      as compared to $.084 for the second quarter of fiscal 2007. As a percent of
      net
      sales, selling, general and administrative expense decreased from 10.5% for
      the
      thirteen-week period ended December 2, 2006 to 7.6% for the thirteen-week period
      ended December 1, 2007.





For
      the
      twenty-six weeks ended December 1, 2007, selling, general and administrative
      expense was $35.7 million, an increase of $6.8 million, or 23.3% as compared
      to
      $28.9 million for the same period in fiscal 2007. In the twenty-six weeks ended
      December 1, 2007, franchise fees and promotional expenses pertaining to our
      increasing specialty egg business increased by approximately $1.1 million.
      In
      the current twenty-six week period, stock compensation expense increased by
      approximately $4.0 million, and administrative payroll expenses increased
      approximately $1.0 million. On a cost per dozen sold basis, selling, general
      and
      administrative expense was $.106 for the current twenty-six weeks as compared
      to
      $.084 for the comparable period last fiscal year. As a percent of net sales,
      selling, general and administrative expense decreased from 11.4% for the
      twenty-six weeks of fiscal 2007 to 8.9% for the current comparable period in
      fiscal 2008.





OPERATING
      INCOME





As
      a
      result of the above, operating income was $59.0 million for the second quarter
      ended December 1, 2007, as compared to operating income of $10.5 million for
      the
      second quarter of fiscal 2007. As a percent of net sales, the current fiscal
      2008 quarter had a 26.4% operating income, compared to 7.6% for the comparable
      period in fiscal 2007.





For
      the
      twenty-six weeks ended December 1, 2007, operating income was $85.9 million,
      compared to operating income of $4.4 million for the comparable period in fiscal
      2007. As a percent of net sales, the current fiscal 2008 period had 21.3%
      operating income, compared to 1.8% operating income for the same period in
      fiscal 2007.





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 income for the thirteen-week period ended December 1, 2007
      was
      $2.4 million, an increase of $3.3 million, as compared to other expense of
      $940,000 for same thirteen-week period of fiscal 2007. This net increase for
      the
      current thirteen-week period was primarily the result of a $387,000 decrease
      in
      net interest expense and a $2.9 million increase in other income. Although
      we
      had higher average long-term borrowing balances this was offset by our higher
      invested cash balances, which decreased net interest expense. Other income
      increased due to increased equity in income of affiliates, and from gains
      recorded on the sale of fixed assets, which includes a gain on the sale of
      our
      feed mill in Albuquerque, NM. As a percent of net sales, other income was 1.1%
      for the thirteen-weeks ended December 1, 2007, compared to other expense of
      .7%
      for the comparable period last year.




10





For
      the
      twenty-six weeks ended December 1, 2007, other income was $2.7 million, an
      increase of $5.6 million as compared to an other expense of $2.9 million for
      the
      comparable period in fiscal 2007. For the current fiscal 2008 twenty-six week
      period, net interest expense decreased $535,000. Similar to the current
      thirteen-week period, we had higher average long-term borrowing balances, which
      were offset by our higher invested cash balances, which decreased net interest
      expense. Other income increased $5.0 million from increases in the equity in
      income of affiliates and gains recorded on the sale of fixed assets. As a
      percent of net sales, other income was .7% for the current fiscal 2008
      twenty-six week period, as compared to other expense of 1.2% for the comparable
      period in fiscal 2007.





INCOME
      TAXES





As
      a
      result of the above, our pre-tax income was $61.4 million for the thirteen-week
      period ended December 1, 2007, compared to pre-tax income of $9.6 million for
      last year’s comparable period. For the current thirteen-week period, income tax
      expense of $21.2 million was recorded with an effective tax rate of 34.6% as
      compared to an income tax expense of $3.2 million with an effective rate of
      33.0% for last year’s comparable thirteen-week period.





For
      the
      twenty-six week period ended December 1, 2007, pre-tax income was $88.6 million,
      compared to pre-tax income of $1.6 million for the comparable period in fiscal
      2007. For the current fiscal 2008 twenty-six week period, income tax expense
      of
      $30.5 million was recorded with an effective tax rate of 34.4%, as compared
      to
      an income tax expense of $586,000 with an effective rate of 37.7% for last
      year’s comparable period. Our effective tax rate differs from the federal
      statutory income tax rate of 35% due to state income taxes and certain items
      included in income for financial reporting purposes that are not included in
      taxable income or loss for income tax purposes, including tax exempt interest
      income, certain stock option expense and 24% of Hillandale, LLC’s profits and
      losses held by its minority owners.





NET
      INCOME





Net
      income for the thirteen-week period ended December 1, 2007 was $40.2 million,
      or
      $1.70 per basic and $1.69 per diluted share, compared to net income of $6.4
      million, or $0.27 per basic and diluted share for the same period last
      year.





For
      the
      twenty-six week period ended December 1, 2007, net income was $58.1 million
      or
      $2.46 per basic and $2.45 per diluted share, compared to a fiscal 2007 net
      income of $970,000, or $0.04 per basic and diluted share.





CAPITAL
      RESOURCES AND LIQUIDITY





Our
      working capital at December 1, 2007 was $116.8 million compared to $80.6 million
      at June 2, 2007. Our current ratio was 2.06 at December 1, 2007, and 2.06 at
      June 2, 2007. 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 $40 million
      line of credit with a termination date of December 31, 2009 with three banks,
      $2.7 million of which was utilized as a standby letter of credit at December
      1,
      2007. Our long-term debt at December 1, 2007, including current maturities,
      amounted to $104.2 million, as compared to $112.9 million at June 2,
      2007.




For
      the
      twenty-six weeks ended December 1, 2007, $58.9 million in net cash was provided
      by operating activities. This compares to net cash provided by operating
      activities of $2.3 million for the 26 weeks ended December 2, 2006. For the
      twenty-six weeks ended December 1, 2007, $19.8 million was used for the purchase
      of short-term investments and $96,000 was used for notes receivable and
      investments. Approximately $2.1 million was provided from disposal of property,
      plant and equipment, $12.2 million was used for purchases of property, plant
      and
      equipment and $6.8 million was used for payment on the purchase obligation
      for
      Hillandale, LLC. Approximately $588, 000 was used for payments of dividends
      on
      the common stock, and $8.6 million was used for principal payments on long-term
      debt. There was $608,000 received from the issuance of common stock from the
      treasury. The net result of these activities was an increase in cash and cash
      equivalents of $13.5 million since June 2, 2007.




11





For
      the
      twenty-six weeks ended December 2, 2006, $15.0 million was provided from the
      reduction of short-term investments and $470,000 was used for notes receivable
      and investments. Approximately $277,000 was provided from disposal of property,
      plant and equipment, $12.1 million was used for purchases of property, plant
      and
      equipment and $6.1 million was used for payment on the purchase obligation
      for
      Hillandale, LLC. Borrowings of $3.0 million were received in additional
      long-term debt and approximately $585,000 was used for payments of dividends
      on
      the common stock and $3.3 million was used for principal payments on long-term
      debt. The net result of these activities was a decrease in cash and cash
      equivalents of $1.9 million since June 3, 2006.




Substantially
      all trade receivables and inventories collateralize our revolving 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 adjusted for earnings); (2) limit
      capital expenditures less exclusions (not to exceed $60.0 million for any period
      of four consecutive fiscal quarters), lease obligations and additional long-term
      borrowings (total funded debt to total capitalization not to exceed 55%); and
      (3) maintain various cash-flow coverage ratios (1.25 to 1), among other
      restrictions. At December 1, 2007, 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.





Under
      the
      terms of our Agreement with Hillandale and the Hillandale shareholders, a new
      Florida limited liability company named Hillandale, LLC was formed. In fiscal
      2006, we purchased 51% of the Units of Membership in Hillandale, LLC, with
      the
      remaining Units to be acquired in essentially equal annual installments over
      a
      four-year period. The purchase price of the Units is equal to their book value
      as calculated in accordance with the terms of the Agreement. In fiscal 2007,
      we
      purchased, pursuant to the Agreement, an additional 13% of the Units of
      Membership for $6.1 million from our cash balances. In fiscal 2008, we purchased
      an additional 12% of the Units of Membership for $6.8 from our cash balances.
      We
      have recorded the obligation to acquire the remaining 24% at its estimated
      present value of $20.2 million at December 1, 2007. The actual remaining
      purchase price may be higher or lower when the acquisitions are completed.
      Future funding is expected to be provided by our cash balances and borrowings. As
      of December 1, 2007, management increased its estimate of the purchase price
      of
      the remaining 24% due to the increased profitability of Hillandale from its
      previous estimates. Any such increases or decreases in the purchase obligation
      are allocated to the net assets acquired based upon their fair
      values.





Capital
      expenditure requirements are expected to be for the normal repair and
      replacement of our facilities. In addition, we are constructing a new integrated
      layer production complex in West Texas to replace our Albuquerque, New Mexico
      complex, which has ceased egg production. The expected cost is approximately
      $30.0 million. Capital expenditures related to construction of this complex
      will
      be funded by cash flows from operations, existing lines of credit and additional
      long-term borrowings.





We
      currently have a $1.8 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 $1.8 million deferred tax liability would not impact our consolidated
      statement of income or stockholders' equity, as these taxes have been accrued
      and are reflected on our consolidated balance sheet.




12




***New
      Variable Dividend Plan Adopted.*** ** On
      November 27, 2007, the Company’s Board of Directors approved the adoption of a
      variable dividend policy to replace the Company’s present fixed dividend policy.
      Effective with the third quarter of fiscal 2008, which ends on March 1, 2008,
      Cal-Maine will pay a dividend to shareholders of its Common Stock and Class
      A
      Common Stock on a quarterly basis for each quarter for which the Company reports
      net income computed in accordance with generally accepted accounting principles
      in an amount equal to one-third (1/3) of such quarterly income. Dividends shall
      be paid to shareholders of record as of the sixtieth day following the last
      day
      of such quarter and payable on the fifteenth day following the record date.
      Following a quarter for which the Company does not report net income, the
      Company shall not pay a dividend for a subsequent profitable quarter until
      the
      Company is profitable on a cumulative basis computed from the date of the last
      quarter for which a dividend was paid.





Looking
      forward, we believe that our current cash balances, borrowing capacity,
      utilization of our revolving line of credit, and cash flows from operations
      are
      sufficient to fund our current and projected capital needs.





***Impact
      of Recently Issued Accounting Standards.*** Please
      refer to Item 7, “Management’s Discussion and Analysis of Financial Condition
      and Results of Operations” in our Annual Report Form 10-K for the year ended
      June 2, 2007 for a discussion of the impact of recently issued accounting
      standards. There were no accounting standards issued **** during
      the quarter ended December 1, 2007 that we expect will have a material impact
      on
      our consolidated financial statements.





We
      adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48
“Accounting for Uncertainty in Income Taxes” (“FIN 48”), effective June 3, 2007.
      FIN 48 clarifies the accounting for income taxes by prescribing the minimum
      recognition threshold a tax position is required to meet before being recognized
      in the financial statements. FIN 48 also provides guidance on derecognition,
      measurement, classification, interest and penalties, accounting in interim
      periods, disclosure and transition. We had no significant unrecognized tax
      benefits at the date of adoption or at December 1, 2007. Accordingly, we do
      not
      have any interest or penalties related to uncertain tax positions. However,
      if
      interest or penalties were to be incurred related to uncertain tax positions,
      such amounts would be recognized in income tax expense. Tax periods for all
      years after 2003 remain open to examination by the federal and state taxing
      jurisdictions to which we are subject.





In
      September 2006, the FASB issued FASB Statement No.157, "Fair Value Measurements"
      (“FAS 157”). FAS 157 establishes a single authoritative definition of fair
      value, sets out a framework for measuring fair value, and expands on required
      disclosures about fair value measurement. FAS 157 is effective for us on June
      1,
      2008 and will be applied prospectively. The provisions of FAS 157 are not
      expected to have a material impact on the Company's consolidated financial
      statements.





In
      February 2007, the FASB issued FASB Statement No. 159, "Establishing the Fair
      Value Option for Financial Assets and Liabilities" (“FAS 159”), to permit all
      entities to choose to elect to measure eligible financial instruments at fair
      value. FAS 159 applies to fiscal years beginning after November 15, 2007, with
      early adoption permitted for an entity that has also elected to apply the
      provisions of FAS 157. An entity is prohibited from retrospectively applying
      FAS
      159, unless it chooses early adoption. Management is currently evaluating the
      impact of FAS 159 on its consolidated financial statements. ****




In
      December 2007, the FASB issued FASB
      Statement No .
      141
      (Revised 2007), or (R), *Business
      Combinations* (“FAS
      141(R)”). This Statement retained the fundamental requirements in Statement 141
      that the acquisition method of accounting (which Statement 141 called the
      purchase method) be used for all business combinations and for an acquirer
      to be
      identified or each business combination. This Statement, which is broader in
      scope than that of Statement 141, which applied only to business combinations
      in
      which control was obtained by transferring consideration, applies the same
      method of accounting (the acquisition method) to all transactions and other
      events in which one entity obtains control over one or more other businesses.
      This Statement also makes certain other modifications to Statement 141. This
      statement applies prospectively to business combinations for which the
      acquisition date is on or after the beginning of the first annual reporting
      period beginning on or after December 15, 2008. An entity may not apply it
      before that date. The Company is currently assessing the effect FAS 141(R)
      may
      have on its consolidated results of operations and financial position.




In
      December 2007, the FASB issued FASB Statement No. 160, *Noncontrolling
      Interests in Consolidated Financial Statements- An amendment of ARB No.
      51* (“FAS
      160”). This Statement amends ARB No. 51 to establish accounting and reporting
      standards for the noncontrolling interest in a subsidiary and for the
      deconsolidation of a subsidiary. It clarifies that a noncontrolling interest
      in
      a subsidiary, which is sometimes referred to as minority interest, is an
      ownership interest in the consolidated entity that should be reported as equity
      in the consolidated financial statements. Among other requirements, this
      statement requires consolidated net income to be reported at amounts that
      include the amounts attributable to both the parent and the noncontrolling
      interest. It also requires disclosure, on the face of the consolidated income
      statement, of the amounts of consolidated net income attributable to the parent
      and to the noncontrolling interest. This Statement is effective for fiscal
      years, and interim periods within those fiscal years, beginning on or after
      December 15, 2008. Earlier adoption is prohibited. The Company is currently
      assessing the effect FAS 160 may have on its consolidated results of operations
      and financial position.




13


**


***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
      June 2, 2007, be read in conjunction with this Management’s Discussion and
      Analysis of Financial Condition and Results of Operations. There have been
      no
      changes to critical accounting policies identified in our Annual Report on
      Form
      10-K for the year ended June 2, 2007.




**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 June 2, 2007.





**ITEM
      4. CONTROLS AND PROCEDURES**




Our
      disclosure controls and procedures are designed to provide reasonable assurance
      that information we are required to disclose in our periodic reports filed
      with
      the Securities and Exchange Commission is recorded, processed, summarized and
      reported within the time periods specified in the Commission’s rules and forms.
      Based on an evaluation of our disclosure controls and procedures conducted
      by
      our Chief Executive Officer and Chief Financial Officer, together with other
      financial officers, such officers concluded that our disclosure controls and
      procedures are effective as of the end of the period covered by this
      report. **** There
      were no changes in our internal control over financial reporting identified
      in
      connection with the evaluation that occurred during our last fiscal quarter
      that
      has significantly affected or is reasonably likely to materially affect our
      internal controls over financial reporting.





**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 June 2, 2007.




**Chicken
      Litter Litigation**





Cal-Maine
      Farms, Inc. is presently a defendant in two personal injury cases in the Circuit
      Court of Washington County, Arkansas. Those cases are styled, McWhorter vs.
      Alpharma, Inc., *et
      al* .,
      and
      Carroll, *et
      al* .
      vs.
      Alpharma, Inc., *et
      al.* Cal-Maine Farms, Inc. was named as a defendant in the McWhorter case on February
      3, 2004. It was named as a defendant in the Carroll case on May 2, 2005.
      Co-defendants in both cases include other integrated poultry companies such
      as
      Tyson Foods, Inc., Cargill, Incorporated, George’s Farms, Inc., Peterson Farms,
      Inc., Simmons Foods, Inc., and Simmons Poultry Farms, Inc. The manufacturers
      of
      an additive for broiler feed are also included as defendants. Those defendants
      are Alpharma, Inc. and Alpharma Animal Health, Co.




14





Both
      cases allege that the plaintiffs have suffered medical problems resulting from
      living near land upon which “litter” from the defendants’ flocks was spread as
      fertilizer. The McWhorter case focuses on mold and fungi allegedly created
      by
      the application of litter. The Carroll case also alleges injury from mold and
      fungi, but focuses primarily on the broiler feed ingredient as the cause of
      the
      alleged medical injuries.





Several
      other separate, but related, cases were prosecuted in the same venue by the
      same
      attorneys. The same theories of liability were prosecuted in all of the cases.
      No Cal-Maine company was named as a defendant in any of those other cases.
      The
      plaintiffs selected one of those cases, Green, *et
      al* .
      vs.
      Alpharma, Inc., *et
      al* .,
      as a
      bellwether case to go to trial first. All of the poultry defendants were granted
      summary judgment in the Green case on August 2, 2006. The case against the
      Alpharma defendants resulted in a defendants’ verdict on September 25, 2006. The
      result in the Green case is not dispositive of the issues raised in McWhorter
      and Carroll, but it colors the plaintiffs’ prospects for success.





The
      plaintiffs’ attorneys have not yet indicated their intentions regarding the
      remaining cases. It is possible that the McWhorter and Carroll plaintiffs can
      present fundamentally different proof than was presented in the Green case,
      but
      that does not appear likely at present. The potential exposure, if any, in
      the
      McWhorter and Carroll cases appears to be diminished as a result of the outcome
      in the Green case, but at this point it is still not possible to evaluate any
      potential exposure with certainty.








**State
      of Oklahoma Watershed Pollution Litigation**





On
      June
      18, 2005, the State of Oklahoma filed suit in the U.S. District Court for the
      Northern District of Oklahoma against a number of companies including Cal-Maine
      Foods, Inc. and Cal-Maine Farms, Inc. An Answer on behalf of both companies
      was
      filed on October 3, 2005. The State of Oklahoma claims that through the disposal
      of chicken litter the defendants have polluted the Illinois River Watershed.
      This watershed provides water to eastern Oklahoma. The Complaint seeks
      injunctive relief and monetary damages.





Neither
      Cal-Maine Foods, Inc. nor Cal-Maine Farms, Inc. has any present production
      in
      the watershed. Cal-Maine Foods, Inc. has acquired a 90% ownership interest
      in
      Benton County Foods, LLC. This LLC has production in the Arkansas portion of
      the
      watershed, but none of the manure from this facility is spread in Oklahoma.
      Benton County Foods, LLC has not been made a defendant in the
      proceeding.





Oklahoma
      has filed a motion for preliminary injunction seeking a moratorium on litter
      spreading within the watershed. The motion is scheduled for hearing beginning
      February 19, 2008. No other relief is sought by the motion. The trial on the
      merits is presently scheduled for September, 2009.





Merit
      discovery is ongoing. The Company and the other defendants filed a number of
      dispositive motions, but the motions were either denied or carried with the
      case
      pending further discovery. Those dispositive motions which were determined
      by
      the Court to be premature will be renewed at the conclusion of discovery. At
      this point it is not possible to evaluate any potential exposure with
      certainty.





**ITEM
      1A.**  **RISK
      FACTORS**




There
      have been no material changes in the risk factors previously disclosed in the
      Company's Annual Report on Form 10-K for the fiscal year ended June 2,
      2007.





15




**ITEM
      4** **.**  **SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS**





**** The
      Company’s Annual Meeting of Shareholders was held on October 11,
      2007.




**** The
      following persons were nominated and elected to serve as members of the Board
      of
      Directors until our next annual meeting of shareholders and until their
      successors are elected and qualified. Fred R. Adams, Jr. (38,291,436 votes
      for
      and 4,972,701 votes withheld), Richard K. Looper (38,527,006 votes for and
      4,737,131 votes withheld), Adolphus B. Baker (38,288,243 votes for and 4,976,094
      votes withheld), James E. Poole (42,517,951 votes for and 746,186 votes
      withheld), R. Faser Triplett (42,496,451 votes for and 767,686 votes withheld),
      Letitia C. Hughes (42,374,870 votes for and 889,267 votes withheld), and Timothy
      A. Dawson (38,149,164 votes for and 5,114,973 votes withheld).




No
      other
      matters were voted upon at the annual meeting.





**ITEM
      5. OTHER INFORMATION** ****





**** On
      December 28, 2007, we issued a press release announcing our financial results
      for the quarter ended December 1, 2007.




**ITEM
      6. EXHIBITS**





No.
            
            Description10.2(c)
            
            Eleventh
                Amendment to Second Amendment and Restated Revolving Credit Agreement,
                dated as of November 30, 2007, among Cal-Maine Foods, Inc. and (as
                defined
                herein) First South, Rabobank and Harris (without exhibits, schedules,
                or
                annex.)31.1
            
            Certification
                of The Chief Executive Officer31.2
            
            Certification
                of The Chief Financial Officer32.0
            
            Written
                Statement of The Chief Executive Officer and The Chief Financial
                Officer99.1
            
            Press
                release dated December 28, 2007 announcing interim period financial
                information (Incorporated by reference to Exhibit 99.1 of our Form
                8-K
                dated December 28, 2007.)




16




**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 3, 2008
            
            /s/
              Timothy A. DawsonTimothy
                A. Dawson
              Vice
                President/Treasurer
              (Principal
                Financial Officer)




Date:
              January 3, 2008
            
            /s/
              Charles F. CollinsCharles
                F. Collins
              Vice
                President/Controller
              (Principal
                Accounting Officer)




17