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, 2001

                                       OR

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

       For the transition period from ____________ to ____________

Commission file number:  000-04892

                              CAL-MAINE FOODS, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                     64-0500378
(State or other Jurisdiction of            (I.R.S. Employer Identification No.)
Incorporation or Organization)

             3320 Woodrow Wilson Avenue, Jackson, Mississippi 39209
               (Address of principal executive offices) (Zip Code)

                                 (601) 948-6813
              (Registrant's telephone number, including area code)


         Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                                  Yes X No_____

         Number of shares outstanding of each of the issuer's classes of common
stock (exclusive of treasury shares), as of December 29, 2001.

         Common Stock, $0.01 par value              10,564,388 shares

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


<PAGE>
                              CAL-MAINE FOODS, INC.

                                      INDEX

                                                                          Page
Part I.  Financial Information                                           Number

         Item 1.   Condensed Consolidated Financial Statements

                   Condensed Consolidated Balance Sheets -
                   December 1, 2001(unaudited) and June 2, 2001               3

                   Condensed Consolidated Statements of Operations -
                   Three Months and Six Months Ended
                   December 1, 2001(unaudited) and December 2,
                   2000 (unaudited)                                           4

                   Condensed Consolidated Statements of Cash Flows -
                   Six Months Ended December 1, 2001(unaudited) and
                   December 2, 2000(unaudited)                                5

                   Notes to Condensed Consolidated Financial Statements       6

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

         Item 3.   Quantitative and Qualitative Disclosures of
                   Market Risk                                               11

Part II. Other Information

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

         Signatures                                                          13




                                       2
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

<TABLE>
                     CAL-MAINE FOODS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (in thousands, except share amounts)
<CAPTION>
                                                      December 1, 2001   June 2, 2001
                                                      ----------------   -------------
                                                         (unaudited)       (Note 1)
ASSETS
Current assets:
<S>                                                       <C>             <C>
     Cash and cash equivalents                            $   6,917       $  13,129
     Trade and other receivables                             23,335          16,017
     Inventories                                             48,905          47,122
     Prepaid expenses and other current assets                  585             569
                                                          ---------       ---------
Total current assets                                         79,742          76,837

Notes receivable and investments                              7,433           7,673
Goodwill                                                      3,147           3,147
Other assets                                                  2,098           2,447

Property, plant and equipment                               255,045         248,297
Less accumulated depreciation                              (110,193)       (103,649)
                                                          ---------       ---------
                                                            144,852         144,648
                                                          ---------       ---------
     TOTAL ASSETS                                         $ 237,272       $ 234,752
                                                          =========       =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Notes payable to banks                               $   7,500       $    --
     Accounts payable and accrued expenses                   33,046          29,492
     Current maturities of long-term debt                     8,375           7,184
     Current deferred income taxes                           11,775          11,775
                                                          ---------       ---------
Total current liabilities                                    60,696          48,451

Long-term debt, less current maturities                     114,923         111,156
Deferred expenses                                             1,450           1,450
Deferred income taxes                                         3,034           7,499
                                                          ---------       ---------
     Total liabilities                                      180,103         168,556

Stockholders' equity:
     Common stock $0.01 par value per share:
        Authorized shares - 30,000,000
        Issued and outstanding shares - 17,565,200
        at December 1, 2001 and June 2, 2001                    176             176
     Class A common stock $0.01 par value:
        authorized, issued and outstanding 1,200,000
        shares                                                   12              12
     Paid-in capital                                         18,784          18,784
     Retained earnings                                       51,296          59,752
     Common stock in treasury - 7,000,812 shares at
        December 1, 2001 and 6,863,512 shares at
        June 2, 2001                                        (13,099)        (12,528)
                                                          ---------       ---------
     Total stockholders' equity                              57,169          66,196
                                                          ---------       ---------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $ 237,272       $ 234,752
                                                          =========       =========
</TABLE>

            See notes to condensed consolidated financial statements.

                                       3
<PAGE>
<TABLE>
                     CAL-MAINE FOODS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)
                                    UNAUDITED
<CAPTION>
                                                     13 Weeks Ended                          26 Weeks Ended
                                          December 1, 2001    December 2, 2000    December 1, 2001    December 2, 2000
                                          ----------------    ----------------    ----------------    ----------------

<S>                                           <C>                 <C>                 <C>                 <C>
Net sales                                     $  83,759           $  92,589           $ 156,187           $ 168,107
Cost of sales                                    74,365              74,293             144,096             141,943
                                              ---------           ---------           ---------           ---------
     Gross profit                                 9,394              18,296              12,091              26,164
Selling, general and
     administrative                              10,455              10,438              20,469              20,550
                                              ---------           ---------           ---------           ---------
Operating income (loss)                          (1,061)              7,858              (8,378)              5,614
Other income (expense):
     Interest expense, net                       (2,255)             (2,317)             (4,321)             (4,471)
     Other                                          125               1,060                   7               1,383
                                              ---------           ---------           ---------           ---------
                                                 (2,130)             (1,257)             (4,314)             (3,088)
                                              ---------           ---------           ---------           ---------
Income (loss) before income
     taxes                                       (3,191)              6,601             (12,692)              2,526
Income tax expense (benefit)                     (1,132)              2,375              (4,533)                922
                                              ---------           ---------           ---------           ---------
    NET INCOME (LOSS)                         $  (2,059)          $   4,226           $  (8,159)          $   1,604
                                              =========           =========           =========           =========
Net  income (loss) per common share:
     Basic                                    $    (.18)          $     .35           $    (.69)          $     .13
                                              =========           =========           =========           =========
     Diluted                                  $    (.18)          $     .35           $    (.69)          $     .13
                                              =========           =========           =========           =========
Weighted average shares
     outstanding:
     Basic                                       11,765              12,114              11,821              12,153
                                              =========           =========           =========           =========
     Diluted                                     11,765              12,122              11,821              12,190
                                              =========           =========           =========           =========

</TABLE>

See notes to condensed consolidated financial statements.

                                       4


<PAGE>
<TABLE>
                     CAL-MAINE FOODS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                    UNAUDITED
<CAPTION>
                                                                               26 Weeks Ended
                                                                     December 1, 2001    December 2, 2000
                                                                     ----------------    ----------------
<S>                                                                      <C>                <C>
Cash flows provided by (used in) operating activities                    $ (9,057)          $  8,172

Cash flows from investing activities:
     Purchases of property, plant and equipment                            (4,633)            (1,262)
     Construction of production facilities                                 (4,579)            (5,032)
     Payments received on notes receivable and from investments                94                498
     Increase in note receivable, investments and other assets                  0             (3,488)
     Net proceeds from sale of property, plant and equipment                  373                543
                                                                         --------           --------
Net cash used in investing activities                                      (8,745)            (8,741)

Cash flows from financing activities:
     Net borrowings on notes payable to banks                               7,500              2,500
     Long-term borrowings                                                   8,600              2,916
     Principal payments on long-term debt and capital leases               (3,642)            (3,334)
     Purchases of common stock for treasury                                  (571)              (673)
     Payment of dividends                                                    (297)              (291)
                                                                         --------           --------
Net cash provided by financing activities                                  11,590              1,118
                                                                         --------           --------
Increase (decrease) in cash and cash equivalents                           (6,212)               549

Cash and cash equivalents at beginning of period                           13,129              6,541
                                                                         --------           --------
Cash and cash equivalents at end of period                               $  6,917           $  7,090
                                                                         ========           ========
</TABLE>

See notes to condensed consolidated financial statements.





                                       5

<PAGE>
                     CAL-MAINE FOODS, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                      (in thousands, except share amounts)
                                December 1, 2001
                                   (unaudited)

1.     Presentation of Interim Information

       The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management , all
adjustments (consisting of normal occurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three-month and
six-month periods ended December 1, 2001 are not necessarily indicative of the
results that may be expected for the year ending June 1, 2002.

       The balance sheet at June 2, 2001 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, 2001.

2.     Inventories

       Inventories consisted of the following:

                                     December 1, 2001         June 2, 2001
                                   ------------------    -----------------

            Flocks                           $ 32,280             $ 31,920
            Eggs                                3,765                3,149
            Feed and supplies                  10,049                9,459
            Livestock                           2,811                2,594
                                   ------------------    -----------------
                                             $ 48,905             $ 47,122
                                   ==================    =================

3.     Goodwill

The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
142, Goodwill and Other Intangible Assets, effective June 3, 2001. Under SFAS
No. 142, goodwill is no longer amortized but reviewed for impairment annually,
or more frequently if certain indicators arise. No impairment loss resulted from
the transitional impairment test completed during the quarter ended December 1,
2001. Had the Company been accounting for its goodwill under SFAS No. 142 for
all periods presented, the Company's net income (loss) and income (loss) per
share would have been as follows:

<TABLE>
<CAPTION>
                                                     Thirteen Weeks Ended          Twenty-six Weeks Ended
                                                   December 1      December 2     December 1      December 2
                                                      2001            2000           2001            2000
                                                   ----------      ----------     ----------      ----------
<S>                                                <C>             <C>            <C>             <C>
Reported net income (loss)                         $  (2,059)      $   4,226      $  (8,159)      $   1,604
Add back goodwill amortization, net of tax              --                39           --                78
                                                   ---------       ---------      ---------       ---------
Pro forma adjusted net income (loss)               $  (2,059)      $   4,265      $  (8,159)      $   1,682
                                                   =========       =========      =========       =========

Basic and diluted net income(loss) per share:
     Reported net income (loss)                    $    (.18)      $     .35      $    (.69)      $     .13
     Goodwill amortization, net of tax                  --               .00           --               .01
                                                   ---------       ---------      ---------       ---------
Pro forma adjusted basic and diluted
 net income (loss) per share                       $    (.18)      $     .35      $    (.69)      $     .14
                                                   =========       =========      =========       =========
</TABLE>

                                       6

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

OVERVIEW

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

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

         The Company currently uses contract producers for approximately 16% of
its total egg production. Contract producers operate under agreements with the
Company for the use of their facilities in the production of shell eggs by
layers owned by the Company, which owns the eggs produced. Also, shell eggs are
purchased, as needed, from outside producers for resale by the Company.

         The Company's operating income or loss is significantly affected by
wholesale shell egg market prices, which can fluctuate widely and are outside of
the Company's control. Retail sales of shell eggs are greatest during the fall
and winter months and lowest during the summer months. Prices for shell eggs
fluctuate in response to seasonal factors and a natural increase in egg
production during the spring and early summer.

         The Company's cost of production is materially affected by feed costs,
which average about 60% of Cal-Maine's' total farm egg production cost. Changes
in feed costs result in changes in the Company's cost of goods sold. The cost of
feed ingredients is affected by a number of supply and demand factors such as
crop production and weather, and other factors, such as the level of grain
exports, over which the Company has little or no control.

         According to U.S. Department of Agriculture reports, the egg industry
has placed approximately 5% more baby chicks during the first ten months of
calendar 2001 than the prior year. This would indicate a larger national layer
flock and increased egg production. The USDA reports for the month of November
2001 indicate that the industry is beginning to show some restraint. Chicks
hatched were down 2% and hatching eggs in incubators were down 7% as compared to
last year. Current egg demand is good for domestic use, but an increase in egg
supply could put downward pressure on egg selling prices. Current agricultural
grain prices are slightly lower than last year and commodity futures prices
indicate that feed ingredient prices will continue to be somewhat lower than
last year for the balance of the Company's fiscal year.


                                       7
<PAGE>

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                          Percentage of Net Sales
                                                13 Weeks Ended                 26 Weeks Ended
                                        Dec. 1, 2001    Dec. 2, 2000     Dec. 1, 2001     Dec. 2, 2000
<S>                                      <C>              <C>              <C>              <C>
Net sales                                   100.0%           100.0%           100.0%           100.0%
Cost of sales                                88.8             80.2             92.3             84.4
                                         --------         --------         --------         --------
Gross profit                                 11.2             19.8              7.7             15.6
Selling, general & administrative            12.5             11.3             13.1             12.3
                                         --------         --------         --------         --------
Operating income (loss)                      (1.3)             8.5             (5.4)             3.3
Other expense                                (2.5)            (1.4)            (2.7)            (1.8)
                                         --------         --------         --------         --------
Income (loss) before taxes                   (3.8)             7.1             (8.1)             1.5
Income tax expense (benefit)                 (1.3)             2.6             (2.9)              .5
                                         --------         --------         --------         --------
Net income (loss)                            (2.5)%            4.5%            (5.2)%            1.0%
                                         ========         ========         ========         ========
</TABLE>

NET SALES

         Net sales for the second quarter of fiscal 2002 were $83.8 million, a
decrease of $8.8 million, or 9.5% as compared to net sales of $92.6 million for
the second quarter of fiscal 2001. Total dozens of eggs sold increased in the
current quarter and egg selling prices decreased as compared with prices last
year. Dozens sold for the current quarter were 142.7 million dozen, an increase
of 5.6 million dozen, or 4.1% as compared to the second quarter of last year.
Although demand for eggs is good, an increase in supply resulted in lower egg
selling prices during the current quarter. The Company's net average selling
price per dozen for the fiscal 2002 second quarter was $.557, compared to $.644
for the second quarter of last year, a decrease of 13.5%.

         Net sales for the twenty-six weeks ended December 1, 2001 were $156.2
million, a decrease of $11.9 million, or 7.1%. As in the current quarter, total
dozens sold increased and net egg selling prices decreased. Dozens sold for the
current twenty-six week period were 276.7 million as compared to 268.4 million
for last fiscal year, an increase of 3.1%. As discussed above, unfavorable egg
market conditions decreased egg selling prices. For the current twenty-six week
period, the Company's net average selling price per dozen was $.532, compared to
$.596 per dozen last year, a decrease of $.064 per dozen, or 10.7%.

COST OF SALES

         Total cost of sales for the second quarter ended December 1, 2001 was
$74.4 million, an increase of $72,000 as compared to the cost of sales of $74.3
million for last year's second quarter. The increase is due to increases in
dozens sold and cost of feed ingredients. Dozens of eggs sold increased 5.6
million for the current quarter. The additional dozens sold were produced in the
Company's facilities. The cost of eggs purchased from outside producers
decreased due to lower egg market selling prices. Feed cost for the second
quarter ended December 1, 2001 was $.198 per dozen, compared to last fiscal
year's cost per dozen of $.194. The decrease in egg selling prices and increased
feed ingredient costs resulted in a decrease in gross profit from 19.8% of net
sales for the quarter ended December 2, 2000 to 11.2% of net sales for the
current quarter ended December 1, 2001.

                                       8
<PAGE>
         For the twenty-six week period ended December 1, 2001, total cost of
sales was $144.1 million, an increase of $2.2 million, or 1.6%, as compared to
the cost of sales of $141.9 million for last year. As in the quarter, the
increase in cost of sales is the result of more dozens sold and a moderate
increase in the cost of feed ingredients. Eggs sold increased 5.6 million dozen
in the current year and were supplied by Company facilities. Feed cost for the
current twenty-six weeks was $.196 per dozen, compared to $.191 per dozen for
last year, an increase of 2.6 %. The decrease in egg selling prices and
increased feed ingredient costs resulted in a decrease in gross profit from
15.6% of net sales for last year to 7.7% for the current fiscal year.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling, general and administrative expense for the second quarter
ended December 1, 2001 was $10.5 million, an increase of $17,000 as compared to
$10.4 million for last fiscal year's second quarter. On a cost per dozen sold
basis, selling, general and administrative expense remained about the same,
$.073 per dozen for the current quarter as compared to $.076 for last year. As a
percent of net sales, selling, general and administrative expense increased from
11.3% for fiscal 2001 second quarter to 12.5% for the current quarter.

         For the twenty-six weeks ended December 1, 2001, selling, general and
administrative expense was $20.5 million, a decrease of $81,000 as compared to
$20.6 million for the same period last fiscal year. On a cost per dozen sold
basis, selling, general and administrative expense is about the same, $.074 for
the current twenty-six weeks and $.077 for last year. As a percent of net sales,
selling, general and administrative expense has increased from 12.3% for fiscal
2001 to 13.1% for the current fiscal year.

OPERATING INCOME (LOSS)

         As the result of the above, operating loss was $1.1 million for the
second quarter ended December 1, 2001, as compared to an operating income of
$7.9 million for last year's fiscal second quarter. As a percent of net sales,
the current fiscal 2002 quarter had an 1.3% operating loss, compared to an 8.5%
operating income for last year.

         For the twenty-six weeks ended December 1, 2001, operating loss was
$8.4 million, compared to operating income of $5.6 million for last fiscal year.
As a percent of net sales, the current fiscal period had a 5.4% operating loss,
compared to a 3.3% operating income for last year.

OTHER EXPENSE

         Other expense for the second quarter ended December 1, 2001 was $2.1
million, an increase of $873,000, as compared to $1.3 million for last year's
second quarter. This net figure for the current quarter was the result of a
decrease of $62,000 in net interest expense and an $935,000 decrease in other
income. The decrease in other income for the current quarter resulted from
decreased equity in income of affiliates and from a settlement of an insurance
claim in fiscal 2000. As a percent of net sales, other expense was 2.5% for the
current fiscal second quarter, compared to 1.4% last year.

         For the twenty-six weeks ended December 1, 2001, other expense was $4.3
million, an increase of $1.2 million as compared to an expense of $3.1 million
for last year. For the current period, net interest expense decreased $150,000
and other income decreased $1.4 million. The decrease in other income resulted
from decreased equity in income of affiliates and from a settlement of an
insurance claim in fiscal 2000. As a percent of net sales, other expense was
2.7% for the current period, as compared to 1.8% for last year.

INCOME TAXES

         As a result of the above, the Company's pre-tax loss was $3.2 million
for the quarter ended December 1, 2001, compared to a pre-tax income of $6.6
million for last year's quarter. For the current quarter, an income tax benefit
of $1.1

                                        9
<PAGE>
million was recorded with an effective tax rate of 35.5%, as compared to an
income tax expense of $2.4 million with an effective rate of 36.0% for last
year's comparable quarter.

         For the twenty-six week period ended December 1, 2001, the Company's
pre-tax loss was $12.7 million, compared to pre-tax income of $2.5 million for
last year. For the current twenty-six week period, an income tax benefit of $4.5
million was recorded with an effective tax rate of 35.7%, as compared to an
income tax expense of $922,000 with an effective rate of 36.5% for last year's
comparable period.

NET INCOME (LOSS)

          Net loss for the second quarter ended December 1, 2001 was $2.1
million, or $.18 per basic share, compared to net income of $4.2 million, or
$.35 per basic share for last fiscal year's second quarter.

          For the twenty-six week period ended December 1, 2001, net loss was
$8.2 million, or $.69 per basic share, compared to last fiscal year's net income
of $1.6 million, or $.13 per basic share.

CAPITAL RESOURCES AND LIQUIDITY

         The Company's working capital at December 1, 2001 was $19.0 million
compared to $28.4 million at June 2, 2001. The Company's current ratio was 1.31
at December 1, 2001 as compared with 1.59 at June 2, 2001. The Company's 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. The Company has a $35.0 million line of credit
with three banks of which $7.5 million was outstanding at December 1, 2001. The
Company's long-term debt at December 1, 2001, including current maturities,
amounted to $123.3 million, as compared to $118.3 million at June 2, 2001.

         For the twenty-six weeks ended December 1, 2001, $9.1 million in net
cash was used in operating activities. This compares to $8.2 million that was
provided by operating activities for the comparable period last fiscal year. In
the current twenty-six week period, $4.6 million was used for purchases of
property, plant and equipment, $373,000 net proceeds received from sales of
property, plant and equipment, and $4.60 million used for construction projects.
Net cash of $94,000 was received in payments on notes receivable. Approximately
$571,000 was used for purchase of common stock for the treasury and $297,000 was
used for payments of dividends on the common stock. Additional cash of $7.5
million was received on the notes payable to banks and, additional long-term
borrowings of $8.6 million were received. Repayments of $3.6 million were made
on long-term debt. The net result was a decrease in cash of approximately $6.2
million.

         For the comparable period last year, $1.3 million was used for
purchases of property, plant and equipment, $500,000 net proceeds received from
sales of property, plant and equipment, and $5.0 million used for construction
projects. Net cash of $3.0 million was used for additions to notes receivable
and investments. Approximately $678,000 was used for purchase of common stock
for the treasury and $291,000 used for payments of dividends on the common
stock. Additional cash of $2.5 million was received on the notes payable to
banks and, additional long-term borrowings of $2.9 million were received.
Repayments of $3.3 million were made on long-term debt. The net result was an
increase in cash of approximately $549,000.

         Substantially all trade receivables and inventories collateralize the
Company's line of credit, and property, plant and equipment collateralize the
Company's long-term debt. The Company is required by certain provisions of these
loan agreements to (1) maintain minimum levels of working capital and net worth;
(2) limit dividends, capital expenditures, lease obligations and additional
long-term borrowings; and (3) maintain various current and cash-flow coverage
ratios, among other restrictions. At June 2, 2001, the Company did not meet
certain of these provisions on its long-term debt agreements and obtained
waivers of these requirements through fiscal 2002. As of December 1, 2001, the
Company did not meet certain provisions of a loan agreement with a financial
institution and received waivers from the institution. The Company is in

                                       10
<PAGE>
compliance with all loan agreements as waived or amended. Under certain of the
loan agreements, the lenders have the option to require the prepayment of any
outstanding borrowings in the event of a change in the control of the Company.

         In fiscal 2001, the Company began construction of a new shell egg
production and processing facility in Guthrie, Kentucky, with completion of the
facility expected in fiscal 2003. The total cost of the facility is
approximately $18.0 million, of which $2.5 million was incurred through December
1, 2001. The Company has commitments from an insurance company to receive $10.0
million in long-term borrowings and from a leasing company to receive $7.5
million applicable to the Guthrie facility. Including the construction project,
the Company has projected capital expenditures of $15.5 million fiscal 2002,
which will be funded by cash flows from operations and additional long-term
borrowings.

         As part of the Smith Farms purchase in September 1999, the Company
completed construction of egg production and processing facilities in Searcy,
Arkansas and Flatonia, Texas. The projects were funded by a leasing company. The
Searcy facility was completed in the current fiscal first quarter at cost of
approximately $20.0 million and the Flatonia facility was completed in the
current fiscal second quarter at a cost of approximately $16.0 million. These
facilities are leased with seven year terms and accounted for as operating
leases.

         Impact of Recently Issued Accounting Standards. Effective June 3, 2001,
the Company adopted Financial Accounting Standards No. 141, "Business
Combinations" (SFAS No. 141). SFAS No. 141 eliminates the pooling-of-interests
method of accounting for business combinations except for qualifying business
combinations that were initiated prior to July 1, 2001. SFAS No. 141 also
includes new criteria to recognize intangible assets separately from goodwill.
The requirements of SFAS 141 are effective for any business combination
accounted for by the purchase method that is completed after June 30, 2001.

         The Company also adopted Statement of Financial Accounting Standards
No.142, "Goodwill and Other Intangible Assets"(SFAS No 142), effective June 3,
2001. Under SFAS No. 142, goodwill is no longer amortized but reviewed for
impairment annually, or more frequently if certain indicators arise. The Company
completed its transitional impairment test in the quarter ended December 1 ,2001
and no impairment loss resulted.

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

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

ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK

         There have been no material changes in the market risk reported in the
Company's fiscal 2001 annual report on Form 10-K.


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<PAGE>
                           PART II. OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

       a.     Exhibits

              None

       b.     Reports on Form 8-K

              No current report on Form 8-K was filed by the Company
              covering an event during the second quarter of fiscal 2002.




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<PAGE>
                                   SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       CAL-MAINE FOODS, INC.
                                       (Registrant)


Date:  January 10, 2002                /s/  Fred Adams, Jr.
                                       --------------------------------------
                                            Fred R. Adams, Jr.
                                            Chairman of the Board
                                            Chief Executive Officer
                                            (Principal Executive Officer)


Date:  January 10, 2002                /s/  Charles F. Collins
                                       --------------------------------------
                                       Charles F. Collins
                                       Vice President/Controller
                                       (Principal Accounting Officer)







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