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 November 30, 1996

                                      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 [ ] No [X]

     Number of shares  outstanding  of each of the issuer's  classes of common
stock (exclusive of treasury shares), as of January 10, 1997.

     Common Stock, $0.01 par value              12,032,000 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.     Financial Statements

                 Condensed Consolidated Balance Sheets -
                 November 30, 1996 and June 1, 1996                        3

                 Condensed Consolidated Statements of Operations -
                 Three Months and Six Months Ended
                 November 30, 1996 and December 2, 1995                    4

                 Condensed Consolidated Statements of Cash Flow -
                 Six Months Ended November 30, 1996 and December 2, 1995   5

                 Notes to Condensed Consolidated Financial Statements      6

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

PART II.  OTHER INFORMATION

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

     Signatures                                                           11

                                       2

<PAGE>

                         PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                    CAL-MAINE FOODS, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                     (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
                                                                 NOVEMBER 30, 1996         JUNE 1, 1996
                                                                    (unaudited)                (note)
<S>                                                                 <C>                     <C>
ASSETS
Current assets
     Cash and cash equivalents                                      $    9,033              $    3,959
     Accounts receivable, net                                           20,014                  14,007
     Inventories - note 2                                               42,919                  40,970
     Prepaid expenses and other current assets                             554                   1,512
                                                                     ---------               ---------
Total current assets                                                    72,520                  60,448

Notes receivable and investments                                         5,275                   5,318
Other assets                                                             1,039                     529

Property, plant and equipment                                          146,505                 142,237
Less accumulated depreciation                                          (62,848)                (58,541)
                                                                     ---------               ---------
                                                                        83,657                  83,696
                                                                     ---------               ---------
     TOTAL ASSETS                                                   $  162,491              $  149,991
                                                                     =========               =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
     Accounts payable and accrued expenses                          $   27,746              $   20,094
     Current maturities of long-term debt                                4,297                   4,257
     Current deferred income taxes                                       9,355                   9,355
                                                                                             ---------
Total current liabilities                                               41,398                  33,706

Long-term debt, less current maturities                                 56,539                  59,169
Deferred expenses                                                        7,655                   7,655
Deferred income taxes                                                    2,017                   1,561
                                                                     ---------               ---------
     Total liabilities                                                 107,609                 102,091

Stockholders' equity
     Common stock $0.01 par value per share
     Authorized shares - 30,000,000 at November 30, 1996,
           18,000,000 at June 1, 1996
     Issued and outstanding shares - 15,835,200 at
           November 30, 1996 and 17,035,200 at June 1, 1996                158                     170
     Class A common stock $0.01 par value, authorized
      and issued 1,200,000 shares, none at June 1, 1996                     12                       0
     Paid-in capital                                                     8,225                   8,229
     Retained earnings                                                  54,086                  47,058
     Common stock in treasury - 5,533,200 shares at November 30,
      1996 and 5,522,400 shares at June 1, 1996                         (5,905)                 (5,863)
     Note receivable from stockholder                                   (1,694)                 (1,694)
          Total stockholders' equity                                    54,882                  47,900

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $   162,491             $   149,991
                                                                    ==========              ==========
</TABLE>
     See note  next  page.  See  notes  to  condensed  consolidated  financial
statements.
                                       3

<PAGE>

                    CAL-MAINE FOODS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   UNAUDITED
<TABLE>
<CAPTION>
                                                    13 WEEKS ENDED                             26 WEEKS ENDED
                                        NOVEMBER 30, 1996    DECEMBER 2, 1995      NOVEMBER 30, 1996    DECEMBER 2, 1995
<S>                                         <C>                  <C>                   <C>                 <C>
Net sales                                   $   78,629           $   71,981            $  144,192          $  128,200
Cost of sales                                   60,783               57,656               116,495             109,041
                                             ---------            ---------             ---------           ---------
     Gross profit                               17,846               14,325                27,697              19,159
Selling, general and administrative              7,102                7,329                14,242              13,898
                                             ---------            ---------             ---------           ---------
     Operating income                           10,744                6,996                13,455               5,261
Other income (expense)
     Interest expense                           (1,182)              (1,513)               (2,298)             (2,970)
     Other                                         200                  349                   399                 940
                                             ---------            ---------             ---------           ---------
                                                  (982)              (1,164)               (1,899)             (2,030)
                                             ---------            ---------             ---------           ---------

     Income before income taxes                  9,762                5,832                11,556               3,231
Income tax expense                               3,831                2,168                 4,528               1,202
                                             ---------            ---------             ---------           ---------
     NET INCOME                             $    5,931           $    3,664            $    7,028          $    2,029
                                             =========            =========             =========           =========
Net income per common share                 $     0.52           $     0.31            $     0.61          $     0.17
                                             =========            =========             =========           =========
Weighted average shares outstanding             11,502               11,640                11,507              11,643
                                             =========            =========             =========           =========
</TABLE>

Note:  The  balance  sheet at June 1, 1996 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.

See notes to condensed consolidated financial statements.

                                       4

<PAGE>

                    CAL-MAINE FOODS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (IN THOUSANDS)
                                   UNAUDITED

<TABLE>
<CAPTION>
                                                                                     26 WEEKS ENDED
                                                                        NOVEMBER 30, 1996    DECEMBER 2, 1995
<S>                                                                         <C>                   <C>
Cash flows from operating activities                                        $  12,920             $  4,086

Cash flows from investing activities
     Purchases of property, plant and equipment                                (5,518)              (4,611)
     Payments received on notes receivable and from investments                    34                   32
     Increase in note receivable and investments                                    0                 (200)
     Net proceeds from sale of property, plant and equipment                      274                  324
                                                                             --------              -------
Net cash used in investing activities                                          (5,210)              (4,455)

Cash flows from financing activities
     Net borrowings under line of credit                                            0                2,500
     Additional long-term borrowings                                            1,000                2,500
     Principal payments on long-term debt and capital leases                   (3,590)              (2,564)
     Purchases of common stock for treasury                                       (42)                 (69)
     Redemption of fractional shares of common stock                               (4)                  (1)
                                                                             --------              -------
Net cash provided by (used in) financing activities                            (2,636)               2,366
                                                                             --------              -------
Increase in cash and cash equivalents                                           5,074                1,997

Cash and cash equivalents at beginning of period                                3,959                3,050
                                                                             --------              -------
Cash and cash equivalents at end of period                                  $   9,033             $  5,047
                                                                             ========              =======
</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)
                               November 30, 1996
                                  (unaudited)


1.  Presentation of Interim Information

     In  the  opinion  of  the  management  of  Cal-Maine  Foods,   Inc.  (the
"Company"),   the  accompanying  unaudited  condensed  consolidated  financial
statements  include all normal  adjustments  considered  necessary  to present
fairly the  financial  position as of November  30,  1996,  and the results of
operations for the thirteen weeks and twenty-six weeks ended November 30, 1996
and  December  2, 1995,  and the cash  flows for the  twenty-six  weeks  ended
November 30, 1996 and December 2, 1995.  Interim  results are not  necessarily
indicative of results for a full year.

     The  condensed   consolidated   financial  statements  are  presented  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.  For  further  information,  refer to the  consolidated
financial   statements  and  footnotes   thereto  included  in  the  Company's
prospectus dated December 11, 1996.

2.  Inventories

    Inventories consisted of the following:
<TABLE>
<CAPTION>
                                       NOVEMBER 30, 1996             JUNE 1, 1996
<S>                                        <C>                        <C>
         Flocks                            $  25,445                  $  23,501
         Eggs and egg products                 4,026                      3,127
         Feed and supplies                     9,390                     10,424
         Livestock                             4,058                      3,918
                                            --------                   --------
                                           $  42,919                  $  40,970
                                            ========                   ========
</TABLE>

3.  Impact of Recently Issued Accounting Standards

     In March 1995,  the FASB issued  Statement No. 121,  "Accounting  for the
Impairment  of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed"
which requires  impairment  losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows  estimated  to be  generated  by those  assets are less than the assets'
carrying  amount.  Statement 121 also  addresses the accounting for long-lived
assets that are expected to be disposed.  The Company adopted Statement 121 in
the  first  quarter  of fiscal  1997,  the  effect  of which was not  material
(unaudited) to the Company's financial position or operations.

4.  Subsequent Events

     On December 11, 1996, the Company sold  1,400,000  shares of common stock
at a  price  of  $7  per  share  in  an  underwritten  public  offering  ("the
Offering"). On December 30, 1996 and January 9, 1997, the Company sold a total
of  330,000  shares of common  stock  with the  underwriter's  exercise  of an
over-allotment  option.  Net proceeds from the Offering totaled  approximately
$10.7 million.

     In connection with the Offering, the Chairman and Chief Executive Officer
of the  Company  sold  shares of common  stock  and used $1.7  million  of the
proceeds to pay his note to the Company which is reflected in the accompanying
balance sheet as note receivable from stockholder.

                                       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 and in the  manufacture  and sale of egg
products. 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,
manufacture and distribute shell eggs and egg products.  The Company currently
is the  largest  producer  and  distributor  of fresh shell eggs in the United
States.  Shell eggs  account  for over 90% 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.
Egg products  are sold both on a direct basis and through egg product  brokers
to institutional users, including manufacturers of baked goods, mayonnaise and
confections.

     The Company  currently uses contract  producers for  approximately 40% 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,  some shell
eggs are purchased for resale by the Company from other, outside producers.

     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 natural  increase in egg
production during the spring and early summer.

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

RESULTS OF OPERATIONS

     The following table sets forth, for the periods indicated,  certain items
from the Company's Condensed Consolidated  Statements of Income expressed as a
percentage of net sales.
<TABLE>
<CAPTION>
                                                      PERCENTAGE OF NET SALES
                                    13 WEEKS ENDED                                 26 WEEKS ENDED
                           NOV. 30, 1996       DEC. 2, 1995             NOV. 30, 1996       DEC. 2, 1995
<S>                            <C>                <C>                       <C>                 <C>
Net sales                      100.0%             100.0%                    100.0%              100.0%
Cost of sales                   77.3               80.1                      80.8                85.0
                                ----               ----                      ----                ----
Gross profit                    22.7               19.9                      19.2                15.0
Selling, general & admin.        9.0               10.2                       9.9                10.9
                                ----               ----                      ----                ----
Operating income                13.7                9.7                       9.3                 4.1
Other income (expense)          (1.3)              (1.6)                     (1.3)               (1.6)
                                ----               ----                      ----                ----
Income before taxes             12.4                8.1                       8.0                 2.5
Income tax provision             4.9                3.0                       3.1                  .9
                                ----               ----                      ----                 ---
Net income                       7.5%               5.1%                      4.9%                1.6%
                                ====               ====                      ====                 ===
</TABLE>
                                       7

<PAGE>

NET SALES

     Net sales for the  second  quarter  of fiscal  1997 were  $78.6  million,
exceeding  the second  quarter of fiscal 1996 by $6.6  million,  or 9.2%.  The
dollar  increase  in net sales is the result of an 11.6%  increase  in average
shell egg market prices. The Company's net average selling price per dozen for
the fiscal  1997 second  quarter  was $.772,  compared to $.685 for the second
quarter of last year,  an increase  of 12.7%.  Dozens sold for the fiscal 1997
quarter were 95.4 million,  compared to 97.7 million for last year, a decrease
of 2%. This decrease in dozens sold is primarily attributable to the fact that
the Company  purchased  fewer eggs from outside sources during the fiscal 1997
quarter than during last year's comparable fiscal 1996 quarter.

     Net sales for the  twenty-six  weeks ended  November 30, 1996 were $144.2
million,  an increase over last year of $16.0  million,  or 12.5%.  The dollar
increase  resulted from a 13.6%  increase in average shell egg market  prices.
The Company's  net average  selling price per dozen for the fiscal 1997 period
is $.728  compared to $.622 last year,  an increase of 17.0%.  Dozens sold for
the 1997 period is 184.8  million,  compared to 192.5 million for last year, a
decrease  of  4.0%.  As  above,  the  decrease  in  dozens  sold is  primarily
attributable to decreased purchases from outside sources.

COST OF SALES

     Total cost of sales for the second  quarter  ended  November 30, 1996 was
$60.8 million,  an increase of $3.1 million,  or 5.4%, over a cost of sales of
$57.7 million for last year's second quarter.  This increased dollar amount is
the result of an  increase  in feed cost per dozen eggs sold and an  increased
cost of eggs purchased outside the Company. Feed cost per dozen for the second
quarter ended  November 30, 1996,  was $.287 as compared to the cost per dozen
of $.248 for the  comparable  fiscal 1996 period,  an increase of 15.7%.  Poor
crop conditions in the Mid-West  resulted in higher cost of feed  ingredients.
As  mentioned  above in the  sales  discussion,  the  number of  outside  eggs
purchased  decreased  for the fiscal 1997  quarter.  This dollar  decrease was
offset  by the 11.6%  increase  in  average  shell egg  market  prices,  which
increased  the total cost of outside  egg  purchases.  With  increases  in egg
prices  exceeding  increases in  production/purchase  costs,  the gross profit
increased  from 19.9% of net sales in the  quarter  ended  December 2, 1995 to
22.7% of net sales for the current quarter ended November 30, 1996.

     Total cost of sales for the twenty-six  weeks ended November 30, 1996 was
$116.5 million,  an increase of $7.5 million, or 6.8%, over the $109.0 million
total cost of goods sold for the  comparable  period  ended  December 2, 1995.
This  increased  dollar  amount is the  result of the  increased  cost of feed
ingredients as mentioned above. Feed cost per dozen for the fiscal 1997 period
was $.300 compared to $.236 per dozen for the comparable period ended December
2, 1995,  an increase of $27.1%.  As in the quarter  ended  November 30, 1996,
fewer eggs were purchased from outside sources, but at a higher price. Outside
egg purchases for the twenty-six week period ended November 30, 1996 were 31.4
million  dozen,  compared to 40.3 million  dozen last year, a decrease of 22%.
For  the  fiscal  1997 26 week  period,  egg  price  increases  have  exceeded
increases in  production/purchase  costs. Gross profit increased from 15.0% of
net sales for the 26 week  period  ended  December 2, 1995 to 19.2% for the 26
week period ended November 30, 1996.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling,  general and administrative expense for the second quarter ended
November  30, 1996 was $7.1  million,  a decrease  of  $227,000,  or 3.1%,  as
compared to the $7.3 million for the comparable period last year. As a percent
of net sales, selling, general and administrative expenses have decreased from
10.2% for last year's second quarter to 9.0% for fiscal 1997 second quarter.

     For the twenty-six  weeks ended November 30, 1996,  selling,  general and
administrative  expenses were $14.2 million, an increase of $344,000, or 2.5%,
over the $13.9 million for last year's comparable  period. As a percent of net
sales, selling,  general and administrative expenses have decreased from 10.9%
for the twenty-six  week period ended December 2, 1995 to 9.9% for the current
year-to-date period.

                                       9
<PAGE>

OPERATING INCOME

     As the result of the above, operating income was $10.7 million for the 13
weeks ended  November  30,  1996 as  compared to $7.0  million for last year's
comparable  period.  As a percent of net sales,  the fiscal 1997 quarter had a
13.7% operating profit, compared to 9.7% for last year.

     For the twenty-six  weeks ended November 30, 1996,  operating  income was
$13.5 million compared to $5.3 million for last year's comparable period. As a
percent of net  sales,  the fiscal  1997 26 week  period has a 9.3%  operating
profit, compared to 4.1% for last year.

OTHER INCOME (EXPENSE)

     Net other  expenses  for the 13 weeks ended  November  30, 1996 were $1.0
million compared to $1.2 million for last year's comparable period, a decrease
of  15.6%.   The  dollar   decrease  for  the  current  quarter  is  primarily
attributable  to a reduction  in  interest  expense,  due to lower  borrowings
during the current period.

     For the twenty-six weeks ended November 30, 1996, net other expenses were
$1.9  million,  a reduction of $131,000 as compared to the  comparable  period
last year.  For the fiscal 1997 26 week  period,  a  reduction  of $672,000 in
interest expense was offset by other income in last year's comparable quarter,
principally from insurance claim proceeds.

INCOME TAXES

     As a result of above,  the Company's  pre-tax income was $9.8 million for
the quarter  ended  November  30,  1996,  compared  to pre-tax  income of $5.8
million for last year's quarter. For the fiscal 1997 second quarter, an income
tax expense of $3.8  million was recorded  with an effective  rate of 39.2% as
compared to an income tax expense of $2.2 million  with an  effective  rate of
37.2% for last year's comparable quarter.

     The  Company's  pre-tax  income  for the  twenty-six  week  period  ended
November 30, 1996 was $11.6 million  compared to $3.2 million  pre-tax  income
for the comparable period last year. For the 26 week period ended November 30,
1996,  an income tax expense of $4.5  million was  recorded  with an effective
rate of 39.2% as  compared to an income tax  expense of $1.2  million  with an
effective rate of 37.2% for last year's comparable period. The increase in the
effective  income tax rate is  primarily  attributable  to an  increase in the
effective state income tax rate.

NET INCOME

     Net  income for the  second  quarter  ended  November  30,  1996 was $5.9
million or $.52 per share,  compared to net income of $3.7 million or $.31 per
share for last year's comparable quarter.

     For the  twenty-six  week period ended  November 30, 1996, net income was
$7.0  million or $.61 per share,  compared  to last  year's net income of $2.0
million, or $.17 per share for last year's comparable period.

                                       9
<PAGE>

CAPITAL RESOURCES AND LIQUIDITY

     The  Company's  working  capital at November  30, 1996 was $31.1  million
compared  to $26.7  million at June 1, 1996.  The  Company's  need for working
capital  generally is highest in the first and last fiscal  quarters ending in
August and May,  respectively,  when egg prices are normally at seasonal lows.
Seasonal  borrowing  needs  frequently  are higher  during these  periods than
during  other  fiscal  periods.  The Company had an unused $35 million line of
credit with three banks at November 30, 1996. The Company's  long-term debt at
that date,  including current  maturities and capitalized  lease  obligations,
amounted to $60.8 million.


     Substantially  all trade  receivables and inventories  collateralize  the
Company's line of credit, and property,  plant and equipment collateralize the
Company's  long-term  debt.  The Company is required by certain  provisions of
these loan  agreements to (1) maintain  minimum levels of working  capital and
net worth; (2) limit dividends,  capital  expenditures,  lease obligations and
additional  long-term  borrowings;   and  (3)  maintain  various  current  and
cash-flow  coverage  ratios,  among  other  restrictions.  The  Company was in
compliance with these provisions at November 30, 1996.


     For the twenty-six  weeks ended  November 30, 1996,  $12.9 million in net
cash was  provided  by  operating  activities,  primarily  from net income and
depreciation.  This  compares to $4.1 million for the  comparable  period last
year. For the current fiscal year, $5.5 million was used for  construction and
purchases of equipment.  Additional  long-term borrowings of $1.0 million were
used for  construction  and $3.6 million was used to repay long-term debt. The
net  result  of these  current  activities  was an  increase  in cash and cash
equivalents of $5.1 million.

     For the twenty-six  weeks ended  December 2, 1995,  $4.1 million was used
for construction and purchases of equipment. Under financing activities during
this period,  the Company  borrowed  $2.5 million under the line of credit and
$2.5 million in additional  long-term debt. Repayment of long-term debt in the
amount  of $2.6  million  was made,  resulting  in net cash  increase  of $2.4
million  provided  by  financing  activities.  For the  period,  cash and cash
equivalents were increased $2.0 million.

     At November 30, 1996, the Company had expended approximately $3.2 million
in the  construction  of new shell egg  production,  processing  and feed mill
facilities  in Chase,  Kansas.  The Company is financing  approximately  $13.5
million  of the  estimated  $16.0  million to  complete  the  project  through
industrial  revenue bonds  maturing in 2011.  Borrowings  under the industrial
revenue bond  agreement  totaled  $1.0  million at November 30, 1996.  In late
fiscal  1997,  the  Company  plans to commence  construction  of new shell egg
production and processing facilities in Waelder,  Texas. The estimated cost of
construction   is   approximately   $13.9  million  with  financing  plans  of
approximately $10.4 million borrowing from an insurance company.

     On December 11, 1996, the Company sold  1,400,000  shares of common stock
at a price of $7.00 per share in an underwritten public offering.  On December
30, 1996 and January 9, 1997,  the Company sold a total of 330,000  additional
shares  of  common  stock in  connection  with the  public  offering  upon the
exercise of an over-allotment  option.  The Company plans to use the estimated
$10.7  million net  proceeds  from the public  offering to provide  additional
funds for possible  future  acquisitions  of shell egg  operations and related
facilities,  to increase working capital and for general  corporate  purposes.
Fred R. Adams,  Jr.,  Chairman of the Board and Chief Executive Officer of the
Company, also sold shares of common stock in the public offering and used $1.7
million of the proceeds to pay the note receivable from stockholder.

                                      10
<PAGE>

                          PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

                                     EXHIBIT
                                      NUMBER               EXHIBIT
                                        27        Financial data schedule

     b.     Reports on Form 8-K

     No Current Report on Form 8-K was filed by the Company  covering an event
during the second  quarter of fiscal  1997.  No  amendments  to Forms 8-K were
filed during the second quarter of fiscal 1997. The Company was not subject to
the reporting  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934 prior to December 11, 1996.


                                  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 15, 1997                   /s/ Bobby J. Raines
                                          ------------------------------
                                          Bobby J. Raines
                                          Vice President/Treasurer
                                          (Principal Financial Officer)


Date:  January 15, 1997                   /s/ Charles F. Collins
                                          ------------------------------
                                          Charles F. Collins
                                          Vice President/Controller
                                          (Principal Accounting Officer)

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