UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549





**FORM
      10-Q**


(mark
      one)





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





For
      the
      quarterly period ended August 30, 2008


OR




oTransition
      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 xNon-
                Accelerated filer o
              (Do
                not check if a smaller reporting company)
            Smaller
                reporting company 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 September 26, 2008.


Common
                  Stock, $0.01 par value
              21,389,091
                  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.
                Condensed
                    Consolidated Financial Statements (unaudited)Condensed
                    Consolidated Balance Sheets -August
                      30, 2008 and May 31, 2008
                
                3Condensed
                    Consolidated Statements of Income -Thirteen
                        Weeks Ended August 30, 2008 andSeptember
                      1, 2007
                
                4Condensed
                    Consolidated Statements of Cash Flows -Thirteen
                      Weeks Ended August 30, 2008 andSeptember
                      1, 2007
                
                5Notes
                    to Condensed Consolidated Financial Statements
                
                6Item
                    2.
                Management’s
                    Discussion and Analysis ofFinancial
                    Condition and Results of Operations
                
                10Item
                    3.
                Quantitative
                    and Qualitative Disclosures About Market Risk
                
                15Item
                    4.
                Controls
                    and Procedures
                
                15**Part
                    II.**
                **Other
                    Information**Item
                    1.
                Legal
                    Proceedings
                
                16Item
                    1A.
                Risk
                    Factors
                
                17Item
                      2.
                Unregistered
                    Sales of Equity Securities and Use of Proceeds
                
                17Item
                    5.
                Other
                    Information
                
                17Item
                    6.
                Exhibits
                
                17Signatures
                
                
                18
  
 2




**PART
      I. FINANCIAL INFORMATION**




**ITEM
      1. FINANCIAL STATEMENTS**




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


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


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




August
                30, 2008
            
            May
                31, 2008(unaudited)ASSETSCurrent
                assets:Cash
                and cash equivalents
            
            $
            75,416
            
            $
            94,858Investment
                securities available-for-sale(Note
                6)
            
            
            1,015
            
            
            -Trade
                and other receivables
            
            
            54,081
            
            
            47,930Inventories
            
            
            87,385
            
            
            76,766Prepaid
                expenses and other current assets
            
            
            4,334
            
            
            4,711Total
                current assets
            
            
            222,231
            
            
            224,265Investment
                securities available-for-sale(Note
                6)
            
            
            36,137
            
            
            40,754Other
                investments(Note
                7)
            
            
            16,366
            
            
            13,421Goodwill
            
            
            21,528
            
            
            13,452Other
                assets
            
            
            4,538
            
            
            2,851Property,
                plant and equipment
            
            
            428,321
            
            
            410,326Less
                accumulated depreciation
            
            
            (210,180
            )
            
            (203,833
            )218,141
            
            
            206,493TOTAL
                ASSETS
            
            $
            518,941
            
            $
            501,236LIABILITIES
                AND STOCKHOLDERS’ EQUITYCurrent
                liabilities:Accounts
                payable and accrued expenses
            
            $
            58,964
            
            $
            55,766Accrued
                dividends payable
            
            
            3,781
            
            
            12,186Current
                maturities of purchase obligation
            
            
            10,988
            
            
            10,358Current
                maturities of long-term debt
            
            
            12,928
            
            
            11,470Deferred
                income taxes
            
            
            16,645
            
            
            12,935Total
                current liabilities
            
            
            103,306
            
            
            102,715Long-term
                debt, less current maturities
            
            
            101,972
            
            
            85,680Non-controlling
                interests in consolidated entities
            
            
            2,070
            
            
            1,687Purchase
                obligation, less current maturities
            
            
            -
            
            
            9,598Other
                non-current liabilities
            
            
            4,192
            
            
            4,120Deferred
                income taxes
            
            
            22,031
            
            
            21,756Total
                liabilities
            
            
            233,571
            
            
            225,556Stockholders’
                equity:Common
                stock $0.01 par value per share:Authorized
                shares - 60,000Issued
                35,130 shares and 21,389 shares outstanding atAugust
                30, 2008 and 21,317 shares outstanding at May 31, 2008
            
            
            351
            
            
            351Class
                A common stock $0.01 par value per share, authorized, issued
                andoutstanding
                2,400 shares at August 30, 2008 and May 31, 2008
            
            
            24
            
            
            24Paid-in
                capital
            
            
            31,973
            
            
            29,697Retained
                earnings
            
            
            274,991
            
            
            267,616Common
                stock in treasury - 13,741 shares at August 30, 2008and
                13,813 shares at May 31, 2008
            
            
            (21,045
            )
            
            (21,156
            )Accumulated
                other comprehensive loss
            
            
            (924
            )
            
            (852
            )Total
                stockholders’ equity
            
            
            285,370
            
            
            275,680TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            518,941
            
            $
            501,236





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 EndedAugust
                  30,2008
              
              September
                  1,2007Net
                  sales
              
              $
              206,888
              
              $
              178,598Cost
                  of sales
              
              
              166,241
              
              
              133,018Gross
                  profit
              
              
              40,647
              
              
              45,580Selling,
                  general and administrative
              
              
              22,666
              
              
              18,648Operating
                  income
              
              
              17,981
              
              
              26,932Other
                  income (expense):Interest
                  expense, net
              
              
              (1,217
              )
              
              (1,647
              )Other
              
              
              625
              
              
              1,938(592
              )
              
              291Income
                  before income taxes
              
              
              17,389
              
              
              27,223Income
                  tax expense
              
              
              6,242
              
              
              9,257Net
                  income
              
              $
              11,147
              
              $
              17,966Net
                  income per common share:Basic
              
              $
              0.47
              
              $
              0.76Diluted
              
              $
              0.47
              
              $
              0.76Dividends
                  per common share
              
              $
              0.1570
              
              $
              0.0125Weighted
                  average shares outstanding:Basic
              
              
              23,730
              
              
              23,599Diluted
              
              
              23,769
              
              
              23,724







See
      notes
      to condensed  consolidated
      financial  statements.








4





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


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(in
      thousands)**


**(unaudited)**





13
                Weeks EndedAugust
                30,2008
            
            September
                1,2007Cash
                flows from operating activitiesNet
                income
            
            $
            11,147
            
            $
            17,967Depreciation
                and amortization
            
            
            6,494
            
            
            5,717Other
                adjustments, net
            
            
            3,290
            
            
            6,003Net
                cash provided by operations
            
            
            20,931
            
            
            29,687Investing
                activities:Purchase
                of investments
            
            
            (1,015
            )
            
            (13,050
            )Sales
                of investments
            
            
            4,500
            
            
            5,600Acquisition
                of businesses, net of cash acquired
            
            
            (29,757
            )
            
            -Purchases
                of property, plant and equipment
            
            
            (5,920
            )
            
            (4,530
            )Payments
                received on notes receivable and from investments
            
            
            183
            
            
            91Increase
                in notes receivable and investments
            
            
            (2,922
            )
            
            (651
            )Net
                proceeds from disposal of property, plant and equipment
            
            
            152
            
            
            173Net
                cash used in investing activities
            
            
            (34,779
            )
            
            (12,367
            )Financing
                activities:Proceeds
                from issuance of common stock from treasury
            
            
            427
            
            
            117Payment
                of purchase obligation
            
            
            (11,585
            )
            
            (6,769
            )Proceeds
                from long-term borrowings
            
            
            20,000
            
            
            -Principal
                payments on long-term debt
            
            
            (2,250
            )
            
            (2,289
            )Payments
                of dividends
            
            
            (12,186
            )
            
            (294
            )Net
                cash used in financing activities
            
            
            (5,594
            )
            
            (9,235
            )Net
                change in cash and cash equivalents
            
            
            (19,442
            )
            
            8,085Cash
                and cash equivalents at beginning of period
            
            
            94,858
            
            
            15,032Cash
                and cash equivalents at end of period
            
            $
            75,416
            
            $
            23,117





See
      notes
      to condensed consolidated financial statements.








5





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


Notes
      to
      Condensed Consolidated Financial Statements


(in
      thousands, except per share amounts)


August
      30, 2008


(unaudited)


1.
            Presentation
                of Interim Information




The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with generally accepted accounting principles for interim
      financial information and with the instructions to Form 10-Q and Article 10
      of
      Regulation S-X. Accordingly, they do not include all of the information and
      footnotes required by generally accepted accounting principles for complete
      financial statements. In the opinion of management, all adjustments, consisting
      of normal recurring adjustments, considered necessary for a fair presentation
      have been included. Operating results for the thirteen weeks ended August 30,
      2008 are not necessarily indicative of the results that may be expected for
      the
      year ending May 30, 2009.





The
      balance sheet at May 31, 2008 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 31, 2008.





**Zephyr
      Egg, LLC Acquisition**





On
      June
      27, 2008, we completed the acquisition of most of the assets of Zephyr Egg
      Company, Zephyr Feed Company, Inc. and Scarlett Farms (together, “Sellers”),
      located in Zephyrhills, FL and transferred those assets to a new Limited
      Liability Company, Hillandale Foods, LLC, formed on that date. Pursuant to
      Articles of Amendment to the Articles of Organization for Hillandale Foods,
      LLC,
      we changed the name of the Limited Liability Company to Zephyr Egg, LLC. The
      approximate cost for the acquisition of these assets was reported in note 2
      of
      our May 31, 2008 audited financial statements as $27,427. The final purchase
      price was adjusted because the approximation at May 31, 2008 was based on
      preliminary data, which was subsequently adjusted to coincide with the final
      valuation of the assets acquired. The actual cost for the acquisition of most
      of
      the assets of the Sellers was $29,757, but the allocation of this purchase
      price
      to the assets acquired is not complete. Payment was funded through our current
      cash balances. The assets purchased included approximately two million laying
      hens in modern, in-line facilities, pullet growing facilities, two egg
      processing plants, a feed mill and a fleet of delivery trucks for both eggs
      and
      feed. As part of the acquisition, the Company also acquired the *Egg-Land’s
      Best* *TM* franchise for southern Florida, certain flocks of contract laying hens, and
      the
      Sellers 12.58% interest in American Egg Products, Inc., in which the Company
      already had a majority interest. Zephyr Egg, LLC’s results of operations have
      been included in the consolidated financial statements since the date of
      acquisition.





The
      following table presents the preliminary allocation of the acquisition cost
      to
      the assets acquired and liabilities assumed, based on their fair
      values:





Accounts
                receivable
            
            $
            2,788Inventories
            
            
            5,886Other
                investments
            
            
            1,532Property,
                plant, and equipment
            
            
            12,375Goodwill
                & Intangible assets
            
            
            7,176Total
                assets acquired
            
            
            29,757Total
                liabilities assumed
            
            
            -Net
                assets acquired
            
            $
            29,757




6




The
      allocation of the purchase price is based on preliminary data and could change
      when final valuation of certain assets is obtained.





Pro-forma
      information, which is usually presented for informational purposes only and
      is
      not necessarily indicative of the results of operations that actually would
      have
      been achieved had the acquisition been consummated as of an earlier time, was
      not available for the current quarter. We are in the process of obtaining and
      reviewing such information, in order to assess the materiality of this
      information to make a determination for subsequent period
      presentation.





**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. In August
        2008, we purchased, for $11,585, 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 88%. Our obligation to acquire the remaining 12% of Hillandale,
        LLC is recorded at its present value of $10,988 as of August 30, 2008, which
        is
        included in current liabilities in the accompanying consolidated balance
        sheet.
        During fiscal 2008, additional payments totaling $5,700 were paid on the
        purchase obligation. We will purchase the remaining 12% of Hillandale LLC
        based
        on the book value of the Membership Units as of July 25, 2009. 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
      Based Compensation**




Refer
      to
      Note 9 of our May 31, 2008 audited financial statements for further information
      on our stock compensation plans. Total stock based compensation expense for
      the
      thirteen weeks ended August 30, 2008 and September 1, 2007 was $3,404 and
      $2,367, respectively. Our liabilities associated with Stock Appreciation Rights
      as of August 30, 2008 and September 1, 2007 was $8,133 and $4,456,
      respectively.






During
      the thirteen weeks ended August 30, 2008, options were exercised for 72 shares
      of common stock. Proceeds from the exercise of these options amounted to $427.
      The Company made no stock-based grants during the thirteen weeks ended August
      30, 2008.




2.
            Inventories





Inventories
      consisted of the following:





August
                30, 2008
            
            May
                31, 2008Flocks
            
            $
            57,397
            
            $
            49,176Eggs
            
            
            6,294
            
            
            5,095Feed
                and supplies
            
            
            23,694
            
            
            22,495$
            87,385
            
            $
            76,766





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.




7




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.
            Dividends
                declared per common share





Dividends
      declared per Common Share is the average dividend declared on all classes of
      common stock, calculated by dividing the dividends declared for the period
      by
      the average number of common stock outstanding for the period. Our Class A
      Common Stock is paid at a rate equal to 95% of the rate on our Common
      Stock.





6.
            Investment
                securities available-for-sale





Investment
      securities available-for-sale consist of auction rate securities accounted
      for
      in accordance with Statement of Financial Accounting Standards No. 115,
“Accounting for Certain Investments in Debt and Equity Securities.”
Available-for-sale securities are reported at fair value with unrealized gains
      and losses excluded from earnings and reported in shareholders’ equity.





Our
      auction rate securities are long-term debt obligations rated AAA at the date
      of
      purchase. The ratings on the auction rate securities take into account credit
      support through insurance policies guaranteeing each of the bonds’ payment of
      principal and accrued interest. In the past, the auction process allowed
      investors to obtain immediate liquidity if so desired by selling the securities
      at their face amounts. Liquidity for these securities has historically been
      provided by an auction process that resets interest rates on these investments
      on average every 7-35 days. However, as has been reported in the financial
      press, the disruptions in the credit markets adversely affected the auction
      market for these types of securities. The Company believes that the appropriate
      presentation of these securities is long-term investments as reflected in our
      condensed consolidated balance sheets at May 31, 2008 and August 30, 2008.
      Net
      unrealized holding losses on available-for-sale securities of $852 and $924,
      net
      of income taxes, are included in accumulated other comprehensive loss as of
      May
      31, 2008 and August 30, 2008.





We
      did
      liquidate one auction rate security at par value for $4,500 with accrued
      interest after this security was called on July 10, 2008 by the original issuer.
      Our auction rate securities are held in an account with UBS Financial Services,
      Inc (“UBS”). On August 8, 2008, UBS agreed to a settlement in principle with the
      Securities and Exchange Commission, the New York Attorney General, the
      Massachusetts Securities Division, the Texas State Securities Board and other
      state regulatory agencies represented by the North American Securities
      Administrators Association to restore liquidity to all remaining UBS clients
      who
      hold auction rate securities. Pursuant to their plan of redemption, our
      timeframe for redemption is June 30, 2010 through June 30, 2012. During this
      timeframe, we may choose to continue to hold the auction rate securities and
      earn interest or dividends or sell them to UBS at par plus accrued interest
      at
      any time during this timeframe.





At
      August
      30, 2008, $1,015 is classified as current investment securities
      available-for-sale. These securities include primarily pre-funded municipal
      bonds and certificates of deposit with maturities of three to six months when
      purchased. Due to the nature of the investments, the cost at August 30, 2008
      approximates fair value; therefore, other comprehensive income (loss) has not
      been recognized as a separate component of stockholders' equity in regards
      to
      the current investment securities available-for-sale.




7.
            Other
                Investments





“Other
      investments” includes investments in affiliates accounted for by the equity
      method and other investments accounted for by the cost method. Included in
      “Other investments” is our investment in Dallas Re-Insurance Company, Ltd.
      During fiscal 2008 there was a change in the ownership structure reducing the
      equity owners to three with each having a proportional share of the ownership
      interest. The increase in equity interest to 33% caused us to exceed the equity
      interest threshold as defined by GAAP, which required us to account for our
      investment using the equity method of accounting instead of the previously
      applied cost method, in accordance with Accounting Principles Board Opinion,
      or
“APB,” No. 18, “The Equity Method of Accounting for Investments in Common
      Stock.” Refer to Note 3 of our May 31, 2008 audited financial statements for
      further information on our investment in affiliates.




8




8.
            Fair
                value of financial instruments





Effective
      June 1, 2008, we adopted 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. In February 2008, FASB issued FASB Staff Position
      No. 157-2, “Effective Date of FASB Statement No. 157” which provides a one-year
      deferral of the effective date of FAS 157 for non-financial assets and
      non-financial liabilities except those that are recognized or disclosed in
      the
      financial statements at fair value at least annually.




The
      adoption of FAS 157 for our financial assets and financial liabilities did
      not
      have a material impact on our financial statements. We
      are
      currently evaluating the effect that the implementation of this standard for
      nonfinancial assets and nonfinancial liabilities will have on our financial
      statements upon full adoption in 2009. FAS 157 defines fair value as the price
      that would be received to sell an asset or paid to transfer a liability in
      an
      orderly transaction between market participants at the measurement date (exit
      price). Valuation techniques used to measure fair value under FAS 157 must
      maximize the use of observable inputs and minimize the use of unobservable
      inputs. FAS 157 classifies the inputs used to measure fair value into the
      following hierarchy:





•
            
            Level
                1 - Quoted prices in active markets for identical assets or liabilities.•
            
            Level
                2 - Quoted prices in active markets for similar assets or liabilities,
                quoted prices in markets that are not active, or inputs other than
                quoted
                prices that are observable for the asset or liability.•
            
            Level
                3 - Unobservable inputs for the asset or liability.




Our
      financial assets and financial liabilities consisted of cash and cash
      equivalents, and current investment securities available-for-sale at
      August 30, 2008 which we consider to be classified as Level 1 and our
      long-term investment securities available-for-sale which we consider to be
      classified as Level 2.




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. We adopted FAS 159 effective June 1, 2008.  Upon
      adoption, we did not elect the fair value option for any items within the scope
      of FAS 159 and, therefore, the adoption of FAS 159 did not have an impact on
      our
      financial statements.





9





**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 May 31, 2008, (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 78% of the total number of shell eggs sold
      by
      us, with approximately 5% 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
      22% of the total number of shell eggs sold by us is 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 67% 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
      renewable fuels, 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 competition for
      acres from other grain producers.




10





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 Sales
              13
                Weeks EndedAugust
                30, 2008
            
            September
                1, 2007Net
                sales
            
            
            100.0
            %
            
            100.0
            %Cost
                of sales
            
            
            80.3
            
            
            74.5Gross
                profit
            
            
            19.7
            
            
            25.5Selling,
                general & administrative
            
            
            11.0
            
            
            10.4Operating
                income
            
            
            8.7
            
            
            15.1Other
                income (expense)
            
            
            (0.3
            )
            
            0.1Income
                before taxes
            
            
            8.4
            
            
            15.2Income
                tax expense
            
            
            3.0
            
            
            5.2Net
                income
            
            
            5.4
            %
            
            10.0
            %




NET
      SALES





Approximately
      94% of our net sales consist of shell egg sales and approximately 5% was for
      sales of egg products, with the 1% balance consisting of sales of incidental
      feed and feed ingredients sales to outside egg producers. Net sales for the
      first quarter of fiscal 2009 were $206.9 million, an increase of $28.3 million,
      or 15.8 %, as compared to net sales of $178.6 million for the first quarter
      of
      fiscal 2008. Total dozen eggs sold and egg selling prices increased in the
      current fiscal 2009 quarter as compared to the same fiscal 2008 quarter. Dozens
      sold for the 2009 current quarter were 170.7 million dozen, an increase of
      6.8
      million dozen, or 4.1%, as compared to the first quarter of fiscal 2008. Our
      net
      average selling price per dozen for the fiscal 2009 first quarter was $1.135,
      compared to $.983 for the first quarter of fiscal 2008, an increase of 15.5%.
      Our net average selling price is the blended price for all sizes and grades
      of
      shell eggs, including non-graded egg sales, breaking stock and undergrades.





Our
      shell
      egg sales which represent approximately 94% of our net sales, include the sale
      of specialty shell eggs. Specialty shell eggs include reduced cholesterol,
      cage
      free and organic eggs. In the 13 weeks ended August 30, 2008, specialty shell
      eggs represented approximately 17.3% of our shell egg dollar sales, as compared
      to 14.4% for the same 13 week period last year. For the 13 weeks ended August
      30, 2008, specialty shell eggs represented 12.7% of the total dozen eggs sold,
      as compared to 9.8% for the same 13 week period last year.





Our
      egg
      product sales represent approximately 5% of our net sales. For the 13 weeks
      ended August 30, 2008, egg product sales were $10.2 million, an increase of
      $2.5
      million, or 32.5%, as compared to $7.7 million for the same 13 week period
      last
      year.





11





COST
      OF
      SALES




Cost
      of
      sales consists of costs directly related to production and processing of shell
      eggs, including feed costs, and purchases of shell eggs from outside egg
      producers. Cost of sales for the first quarter of fiscal 2009 was $166.2
      million, an increase of $33.2 million, or 25.0%, as compared to the cost of
      sales of $133.0 million for the first quarter of fiscal 2008. The increase
      is
      due to increases in feed costs and the cost of egg purchases from outside egg
      producers. Prices paid for outside egg purchases rose in line with the increase
      in egg selling prices. Feed cost per dozen for the fiscal 2009 first quarter
      was
      $.458, compared to $.285 per dozen for the comparable fiscal 2008 first quarter,
      an increase of 60.7%. The increase in egg selling prices did not keep pace
      with
      the increase in cost of sales and resulted in a decrease in gross profit from
      25.5% of net sales for the quarter ended September 1, 2007 to 19.7% of net
      sales
      for the current quarter ended August 30, 2008.




SELLING,
      GENERAL AND ADMINISTRATIVE EXPENSES





Selling,
      general and administrative expenses include costs of marketing, distribution,
      accounting and corporate overhead. Selling, general and administrative expense
      for the first quarter of fiscal 2009 was $22.7 million, an increase of $4.1
      million as compared to the expense of $18.6 million for the first quarter of
      fiscal 2008. The increase is primarily attributable to increases in our payroll
      expenses, stock compensation plans expenses, advertising expenses, professional
      fees paid to outside consultants, fuel costs for egg delivery, costs paid for
      outside trucking, and franchise fees paid, which are assessed on our specialty
      egg sales. Payroll expense and stock compensation plans expense increased by
      $1.7 million. The calculation of the stock based compensation plans expense
      is
      dependent on the closing stock price of the Company’s common stock, which
      increased from $19.79 at September 1, 2007 to $39.49 at August 30, 2008. The
      aggregate increase for advertising expense, professional fees paid to outside
      consultants, and franchise fees was $1.3 million. Net delivery costs increased
      due to increases in fuel costs, payroll expenses, and the increased cost of
      outside trucking. Fuel costs and outside trucking costs increased by $796,000.
      As a percent of net sales, selling, general and administrative expense increased
      from 10.4% for fiscal 2008 first quarter to 11.0% for fiscal 2009 first
      quarter.





OPERATING
      INCOME





As
      a
      result of the above, operating income was $18.0 million for the first quarter
      of
      fiscal 2009, as compared to operating income of $26.9 million for the fiscal
      2008 first quarter. As a percent of net sales, the first fiscal 2009 quarter
      had
      an operating income of 8.7% of net sales, compared to operating income of 15.1%
      of net sales for the first quarter of fiscal 2008.





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 (loss)
      of
      affiliates. Other expense for the first quarter ended August 30, 2008 was
      $592,000, an increase of $883,000, as compared to other income of $291,000
      for
      the quarter ended September 1, 2007. For the first quarter of fiscal 2009,
      net
      interest expense decreased $430,000. For the first quarter of fiscal 2009 other
      income decreased $1.1 million, as compared to the first quarter of fiscal 2008.  The
      decrease of other income is attributable to the increase in income / (loss)
      absorbed by non-controlling interests in consolidated entities and decreases
      from equity in the income of nonconsolidated affiliates.  Included
      in net interest expense is non-cash interest expense, which increased by
      $22,000. The non-cash interest expense is imputed on our non-interest bearing
      obligation to acquire the remaining membership units of Hillandale, LLC over
      the
      remaining acquisition period, culminating with us having a 100% interest in
      Hillandale, LLC. For the 13 weeks ended August 30, 2008, we capitalized $153,000
      of interest expense in connection with our ongoing construction activities.
      As a
      percent of net sales, other income decreased from .1% for the fiscal 2008 first
      quarter to other expense of (.3%) for the fiscal 2009 first
      quarter.




12




INCOME
      TAXES





As
      a
      result of the above, we had pre-tax income of $17.4 million for the quarter
      ended August 30, 2008, as compared to pre-tax income of $27.2 million for the
      quarter ended September 1, 2007. For the fiscal 2009 first quarter, an income
      tax expense of $6.2 million was recorded with an effective tax rate of 35.9%,
      as
      compared to income tax expense of $9.3 million with an effective tax rate of
      34.0% for the fiscal 2008 first quarter.





NET
      INCOME





As
      a
      result of the above, net income for the first quarter ended August 30, 2008
      was
      $11.1 million, or $.47 per basic and diluted share, as compared to net income
      of
      $18.0 million, or $.76 per basic and diluted share for the quarter ended
      September 1, 2007. As a percent of net sales, net income was 5.4% for the
      quarter ended August 30, 2008, compared to net income of 10.0% for the quarter
      ended September 1, 2007.





CAPITAL
      RESOURCES AND LIQUIDITY





Our
      working capital at August 30, 2008 was $118.9 million compared to $121.6 million
      at May 31, 2008. Our current ratio was 2.15 at August 30, 2008 as compared
      with
      2.18 at May 31, 2008. 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 three banks, $2.7 million of which was utilized
      as a
      standby letter of credit at August 30, 2008. Our long-term debt at August 30,
      2008, including current maturities, amounted to $114.9 million, as compared
      to
      $97.2 million at May 31, 2008.




For
      the
      thirteen weeks ended August 30, 2008, $20.9 million in net cash was provided
      by
      operating activities. This compares to net cash provided by operations of $29.7
      million for the thirteen weeks ended September 1, 2007. In the first 2009 fiscal
      quarter, approximately $1.0 million was used for the purchase of short-term
      investments, $4.5 million was provided from the sale of short-term investments,
      and net $2.7 million was used for notes receivable and investments.
      Approximately $152,000 was provided from disposal of property, plant and
      equipment, $5.9 million was used for purchases of property, plant and equipment
      and $11.6 million was used for additional acquisition of the Hillandale
      business. We used $29.8 million for the acquisition of most of the assets of
      Zephyr Egg Company, Zephyr Feed Company, Inc, and Scarlett Farms to form Zephyr
      Egg, LLC. Approximately $12.2 million was used for payment of dividends on
      common stock and $2.3 million was used for principal payments on long-term
      debt.
      Approximately $427,000 was received from the issuance of common stock from
      the
      treasury, and approximately $20.0 million was received from additional long-term
      borrowings. The net result of these activities was a decrease in cash of
      approximately $19.4 million since May 31, 2008 .




Substantially
      all trade receivables and inventories collateralize our revolving line of credit
      and most of our 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 August 30, 2008, 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 for cash
      of
      approximately $27.0 million, 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 million from our cash balances. During
      fiscal 2008, an additional payment of $5.7 million was paid on the purchase
      obligation. In fiscal 2009, we purchased an additional 12% of the Units of
      Membership for $11.6 million from our cash balances. We
      have
      recorded the obligation to acquire the remaining 12% at its estimated present
      value of $11.0 million at August 30, 2008. 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.




13




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 the city of Farwell in west Texas to replace our
      Albuquerque, New Mexico complex, which has ceased egg production. The expected
      cost is approximately $30.0 million. Completion of this facility is estimated
      to
      be in January 2010. As of August 30, 2008 capital expenditures related to
      construction of this complex were $17.3 million. The remaining future capital
      expenditures will be funded by cash flows from operations, existing lines of
      credit and additional long-term borrowings.





Delta
      Egg
      Farm, LLC, an unconsolidated affiliate, is constructing an organic egg
      production and distribution facility near our Chase, Kansas location. The cost
      of construction is estimated to be approximately $13.0 million. In connection
      with this project, we are a pro rata guarantor, with the other Delta Egg Farm,
      LLC owners, of additional debt undertaken to fund construction of this facility.
      We are currently a guarantor of approximately $7.4 million of long-term debt
      of
      Delta Egg Farm, LLC.





We
      currently have a $1.6 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 $1.6 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.





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 May
      31, 2008 for a discussion of the impact of recently issued accounting standards.
      There were no accounting standards issued **** during
      the quarter ended August 30, 2008 that we expect will have a material impact
      on
      our consolidated financial statements.





Effective
      June 1, 2008, we adopted 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. In February 2008, FASB issued FASB Staff Position
      No. 157-2, “Effective Date of FASB Statement No. 157” which provides a one-year
      deferral of the effective date of FAS 157 for non-financial assets and
      non-financial liabilities except those that are recognized or disclosed in
      the
      financial statements at fair value at least annually.




The
      adoption of FAS 157 for our financial assets and financial liabilities did
      not
      have a material impact on our financial statements. We
      are
      currently evaluating the effect that the implementation of this standard for
      nonfinancial assets and nonfinancial liabilities will have on our financial
      statements upon full adoption in 2009. FAS 157 defines fair value as the price
      that would be received to sell an asset or paid to transfer a liability in
      an
      orderly transaction between market participants at the measurement date (exit
      price). Valuation techniques used to measure fair value under FAS 157 must
      maximize the use of observable inputs and minimize the use of unobservable
      inputs. FAS 157 classifies the inputs used to measure fair value into the
      following hierarchy:





•
            
            Level
                1 - Quoted prices in active markets for identical assets or liabilities.•
            
            Level
                2 - Quoted prices in active markets for similar assets or liabilities,
                quoted prices in markets that are not active, or inputs other than
                quoted
                prices that are observable for the asset or liability.




14




•
            
            Level
                3 - Unobservable inputs for the asset or liability.




Our
      financial assets and financial liabilities consisted of cash and cash
      equivalents, and current investment securities available-for-sale at
      August 30, 2008 which we consider to be classified as Level 1 and our
      long-term investment securities available-for-sale which we consider to be
      classified as Level 2.




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. We adopted FAS 159 effective June 1, 2008.  Upon
      adoption, we did not elect the fair value option for any items within the scope
      of FAS 159 and, therefore, the adoption of FAS 159 did not have an impact on
      our
      financial statements.





***Critical
      Accounting Policies*** *.* ****** We
      suggest that our Summary of Significant Accounting Policies, as described in
      Note 1 of the Notes to Consolidated Financial Statements included in Cal-Maine
      Foods, Inc. and Subsidiaries annual report on Form10-K for the fiscal year
      ended
      May 31, 2008, be read in conjunction with this Management’s Discussion and
      Analysis of Financial Condition and Results of Operations. There have been
      no
      changes to critical accounting policies identified in our Annual Report on
      Form
      10-K for the year ended May 31, 2008.






ITEM
      3.  QUANTATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK





There
      have been no material changes in the market risk reported in the Company's
      Annual Report on Form 10-K for the fiscal year ended May 31, 2008.








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, except the change discussed under
      “ *Change
      in Internal Control over Financial Reporting* , *”* below.






**Changes
      in Internal Control over Financial Reporting**




Subsequent
      to the first quarter of fiscal 2009, we began implementing a new enterprise
      resource planning (“ERP”) system. The implementation of the ERP system
      represents a material change in our internal controls over financial reporting.




Management
      is reviewing and evaluating the design of key controls in the new ERP system
      and
      the accuracy of the data conversion that is taking place during the
      implementation and thus far has not uncovered a control deficiency or
      combination of control deficiencies that management believes meet the definition
      of a material weakness in internal control over financial reporting. Although
      management believes internal controls are being maintained or enhanced by the
      new ERP system, it has not completed its testing of the operating effectiveness
      of all key controls in the new system. As such, there is a risk such control
      deficiencies may exist that have not yet been identified and that could
      constitute, individually or in combination, a material weakness. Management
      will
      continue to evaluate the operating effectiveness of related key controls during
      subsequent periods.





15





**PART
      II.**  **OTHER
      INFORMATION**







**ITEM
      1.  LEGAL PROCEEDINGS**




Except
      as
      noted below, there have been no new matters or changes to matters identified
      in
      our Annual Report on Form 10-K for the year ended May 31, 2008.




**Chicken
      Litter Litigation.**





Cal-Maine
      Farms, Inc., a subsidiary of ours, is 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.





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. No trial date
      for
      either the Carroll or McWhorter case has
      been set.





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 company of ours 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. On May 8, 2008, however, the Arkansas Supreme Court reversed
      the
      summary judgment in favor of the poultry defendants and remanded the case for
      trial. No new trial date in Green has been
      set.





**State
      of Oklahoma Watershed Pollution Litigation.**





On
      June
      18, 2005, the State of Oklahoma filed suit, in the United States District Court
      for the Northern District of Oklahoma, against a number of companies, including
      Cal-Maine Foods, Inc. and Cal-Maine Farms, Inc. We and Cal-Maine Farms filed
      our
      joint answer and motion to dismiss the suit 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. The
      parties participated in a series of mediation meetings without success.
      Cal-Maine Foods, Inc. no longer operates in the watershed. Accordingly, we
      do
      not anticipate that Cal-Maine Foods, Inc. will be materially affected by the
      request for injunctive relief. Cal-Maine Foods, Inc. owns ninety percent of
      a
      new corporation, Benton County Foods, LLC, which is an ongoing commercial shell
      egg operation within the Illinois River Watershed. Benton County Foods, LLC
      is
      not a defendant in the litigation.





Some
      dispositive motions have been filed jointly by all defendants. Some of those
      motions were rejected by the Court, and others were left unresolved after oral
      arguments. Other dispositive motions will be filed. We are not able at present
      to give an opinion regarding the ultimate resolution of the action.





In
      February, 2008, a hearing was had on the plaintiff’s motion for preliminary
      injunctive relief. The principal relief sought was a moratorium on litter
      application in the watershed. The district court has not yet ruled on the
      motion.





The
      presiding judge has appointed a fellow district court judge to act as a
      settlement judge. That judge has initiated settlement discussions. Three
      settlement meetings have taken place, but thus far have not been
      productive.





16





**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 May 31,
      2008.








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




We
      made
      no sales of unregistered securities during the first quarter of fiscal
      2009.





For
      information as to working capital utilization see “Capital Resources” under Part
      1, Item 2. Management’s Discussion and Analysis of Financial Condition and
      Results of Operations of this Form 10-Q.






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





**** On
      September 29, 2008, we issued a press release announcing our financial results
      for the quarter ended August 30, 2008.








**ITEM
      6.  EXHIBITS**





a.
              Exhibits


No.
              Description31.1
              Certification
                  of The Chief Executive Officer31.2
              Certification
                  of The Chief Financial Officer32.0
              Section
                  1350 Certification of The Chief Executive Officer and The Chief
                  Financial
                  Officer99.1
              Press
                  release dated September 29, 2008 announcing interim period financial
                  information






17





**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:
              September 30, 2008
            By:
            /s/
              Timothy A. DawsonTimothy
              A. DawsonVice
                President/Chief Financial Officer
              (Principal
                Financial Officer)




Date:
              September 30, 2008
            By:
            /s/
              Charles F. CollinsCharles
              F. CollinsVice
                President/Controller
              (Principal
                Accounting Officer)






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