UNITED STATESSECURITIES
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 26, 2005

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

Indicate by check mark whether the
registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

Yes X No

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

Yes  No  X

APPLICABLE ONLY TO
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Sections 12,
13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.

Yes  No

APPLICABLE ONLY TO
CORPORATE ISSUERS:

Indicate number of shares outstanding
of each of the issuers classes of common stock (exclusive of treasury shares), as of
December 27, 2005.

|Common Stock, $0.01 par value         | 21,282,891 shares
|------------------------------------- | -----------------
|Class A Common Stock, $0.01 par value | 2,400,000 shares 

---

# CAL-MAINE FOODS, INC.
AND SUBSIDIARIES

# INDEX

|           |                                                            
|---------- | -----------------------------------------------------------
|Part I.    | Financial Information                                      
|Item 1.    | Condensed Consolidated Financial Statements (Unaudited)    
|           | Condensed Consolidated Balance Sheets -                    
|           | November 26, 2005 and May 28, 2005                         
|           | Condensed Consolidated Statements of Operations -          
|           | Three Months and Six Months Ended                          
|           | November 26, 2005 and November 27, 2004                    
|           | Condensed Consolidated Statements of Cash Flows -          
|           | Six Months Ended November 26, 2005 and                     
|           | November 27, 2004                                          
|           | Notes to Condensed Consolidated Financial Statements       
|Item 2.    | Managements Discussion and Analysis of                    
|           | Financial Condition and Results of Operations              
|Item 3.    | Quantitative and Qualitative Disclosures About Market Risk 
|Item 4.    | Controls and Procedures                                    
|Part II.   | Other Information                                          
|Item 1.    | Legal Proceedings                                          
|Item 2.    | Unregistered Sales of Equity Securities and Use of Proceeds
|Item 4.    | Submission of Matters to a Vote of Security Holders        
|Item 5.    | Other Information                                          
|Item 6.    | Exhibits                                                   
|Signatures |                                                            

2

---

# PART I. FINANCIAL
INFORMATION

# ITEM 1. FINANCIAL
STATEMENTS

# CAL-MAINE FOODS, INC.
AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)

|                                                            
|------------------------------------------------------------
|(unaudited)                                                 
|ASSETS                                                      
|Current assets:                                             
|Cash and cash equivalents                                   
|Investments                                                 
|Trade and other receivables                                 
|Recoverable federal income taxes                            
|Inventories                                                 
|Prepaid expenses and other current assets                   
|                                                            
|Total current assets                                        
|Notes receivable and investments                            
|Goodwill                                                    
|Other assets                                                
|Property, plant and equipment                               
|Less accumulated depreciation                               
|                                                            
|                                                            
|                                                            
|TOTAL ASSETS                                                
|                                                            
|LIABILITIES AND STOCKHOLDERS EQUITY                        
|Current liabilities:                                        
|Accounts payable and accrued expenses                       
|Current maturities of long-term debt                        
|Deferred income taxes                                       
|                                                            
|Total current liabilities                                   
|Long-term debt, less current maturities                     
|Other non-current liabilities                               
|Deferred income taxes                                       
|                                                            
|Total liabilities                                           
|Stockholders equity:                                       
|Common stock $0.01 par value per share:                     
|Authorized shares - 60,000                                  
|Issued and outstanding shares - 35,130 at November 26, 2005 
|and May 28, 2005                                            
|Class A common stock $0.01 par value per share, authorized  
|issued and outstanding 2,400 shares at November 26, 2005 and
|May 28, 2005                                                
|Paid-in capital                                             
|Retained earnings                                           
|Common stock in treasury-14,035 shares at November 26, 2005 
|And 14,043 at May 28, 2005                                  
|                                                            
|Total stockholders equity                                  
|                                                            
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                  
|                                                            

See notes to condensed consolidated
financial statements.

3

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# CAL-MAINE FOODS, INC.
AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  (in thousands, except
per share amounts)  (unaudited)

|                          
|--------------------------
|November 26, 2005         
|Net sales                 
|Cost of sales             
|                          
|Gross profit              
|Selling, general and      
|administrative            
|                          
|Operating income (loss)   
|Other income (expense):   
|Interest expense, net     
|Other                     
|                          
|                          
|                          
|Loss before income        
|taxes                     
|Income tax benefit        
|                          
|Net loss                  
|                          
|Net loss per common       
|share:                    
|Basic                     
|                          
|Diluted                   
|                          
|Dividends per common share
|                          
|Weighted average shares   
|outstanding:              
|Basic                     
|                          
|Diluted                   
|                          

See notes to condensed consolidated
financial statements.

4

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# CAL-MAINE FOODS, INC.
AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (in thousands)
 (unaudited)

|                                                           
|-----------------------------------------------------------
|November 26, 2005                                          
|Cash provided by (used in) operations                      
|Investing activities:                                      
|Net decrease in investments                                
|Acquisition of businesses, net of cash acquired            
|Purchases of property, plant and equipment                 
|Payments received on notes receivable and from investments 
|Increase in notes receivable and investments               
|Net proceeds from disposal of property, plant and equipment
|                                                           
|Net cash provided by investing activities                  
|Financing activities:                                      
|Purchases of common stock for treasury                     
|Proceeds from issuance of common stock from treasury       
|Long-term borrowings                                       
|Principal payments on long-term debt                       
|Payments of dividends                                      
|                                                           
|Net cash provided by( used in) financing activities        
|                                                           
|Net change in cash and cash equivalents                    
|Cash and cash equivalents at beginning of period           
|                                                           
|Cash and cash equivalents at end of period                 
|                                                           

See notes to condensed consolidated
financial statements.

5

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CAL-MAINE FOODS, INC.
AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements(in thousands,
except share amounts)  November 26, 2005(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 three-month and six-month
periods ended November 26, 2005 are not necessarily indicative of the results that may be
expected for the year ending June 3, 2006.

The
balance sheet at May 28, 2005 has been derived from the audited financial statements at
that date but does not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.

For
further information, refer to the consolidated financial statements and footnotes thereto
included in Cal-Maine Foods, Inc.s annual report on Form 10-K for the fiscal year
ended May 28, 2005.

ACQUISITIONS

We
entered into an Agreement to Form a Limited Liability Company, Transfer Assets Thereto,
and Purchase Units of Membership Therein, dated July 28, 2005, 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
million on October 12, 2005. The remaining 49% of the units of membership in Hillandale,
LLC will be acquired in essentially equal annual installments over a four-year period,
with the purchase price of the units equal to their book value at the time of purchases as
calculated in accordance with the terms of the Agreement. The total preliminary purchase
price is estimated to be as follows (in thousands):

|Cash consideration paid to seller for 51% of       |  |  |   |        |  
|-------------------------------------------------- |  |  | - | ------ | -
|Hillandale, LLCs membership units                 |  |  | $ | 27,006 |  
|Obligation to acquire 49% of                       |  | 
|Hillandale, LLCs membership units                 |  |  |   | 25,947 |  
|                                                   | 
|                                                   |  |  |   | 52,953 |  
|Less discount of preliminary purchase price to the |  | 
|present value as of July 28, 2005                  |  |  |   | (3,556 | )
|                                                   | 
|Total preliminary purchase price                   |  |  | $ | 49,397 |  
|                                                   | 

The
preliminary purchase price was allocated based upon the fair value of the assets acquired
and liabilities assumed as follows (in thousands):

|Assets acquired:                      |  |  |   |        | 
|------------------------------------- |  |  | - | ------ | 
|Cash and cash equivalents             |  |  | $ | 3,918  | 
|Receivables                           |  |  |   | 7,181  | 
|Inventories                           |  |  |   | 11,330 | 
|Prepaid and other assets              |  |  |   | 2,798  | 
|Property, plant and equipment         |  |  |   | 49,531 | 
|                                      | 
|Total assets acquired                 |  |  |   | 74,758 | 
|Liabilities assumed:                  |  | 
|Accounts payable and accrued expenses |  |  |   | 3,567  | 
|Notes payable and long-term debt      |  |  |   | 21,794 | 
|                                      | 
|Total liabilities assumed             |  |  |   | 25,361 | 
|                                      | 
|Net assets acquired                   |  |  | $ | 49,397 | 
|                                      | 

6

---

In
October 2005, we paid substantially all of Hillandale, LLC notes payable and long-term
debt and obtained a new $28 million term loan from an insurance company secured by
substantially all of the property, plant and equipment of Hillandale, LLC. The new term
loan requires monthly principal payments of $150,000 plus interest beginning in January
2007 through November 2020. The obligation to acquire 49% of Hillandale, LLC is recorded
at its present value of $23.0 million as of November 26, 2005, of which $6.9 million is
included in current liabilities and $16.1 million is included in non-current liabilities
in the accompanying condensed consolidated balance sheet.

We
gained effective control of the Hillandale operations upon signing of the Agreement.
Accordingly, the acquisition date for accounting purposes is July 28, 2005. The operations
of Hillandale, LLC have been consolidated with our operations beginning July 29, 2005.
Because all of the information to close the accounting records of Hillandale, LLC was not
available for our first quarter ended August 27, 2005, the financial statements of
Hillandale, LLC were first included in our consolidated financial statements beginning in
the second fiscal quarter of 2006. The operating results of Hillandale, LLC for the period
from July 29, 2005 through August 27, 2005 were not significant to our operations and
financial position for our first quarter of fiscal 2006.

Prior
to our acquisition of Hillandale, LLC, we had a 44% membership interest in American Egg
Products, LLC (AEP) and Hillandale, LLC had a 27.5% membership interest in
AEP, which was accounted for by the equity method. Effective with our acquisition of Hillandale, LLC,
we own a majority of the membership interest in AEP and, accordingly, the financial
statements of AEP have been consolidated with our financial statements beginning July 29,
2005. AEP, located in Georgia, processes shell eggs into liquid and frozen egg products
that are sold primarily to food manufacturers and to the food service industry. AEP has
contract shell egg production for approximately 50% of shell egg requirements and
purchases the balance from the regional egg markets.

Hillandale,
LLCs production facilities are principally located in Florida. Like us, Hillandale,
LLC is a fully integrated shell egg producer with its own feed mills, hatchery,
production, processing and distribution facilities. The Hillandale acquisition increased
our current egg production capacity by approximately 30%.

As
of July 28, 2005, Hillandale, LLC owned a 50% ownership interest in Hillandale Farms, LLC
that was accounted for by the equity method. On October 5, 2005, Hillandale, LLC acquired
the other 50% interest in Hillandale Farms, LLC for $1.0 million. The purchase price was
allocated to the assets acquired and liabilities assumed and resulted in approximately
$1.3 million of goodwill. Hillandale Farms, LLC is engaged in the production, processing
and distribution of shell eggs.

The
unaudited financial information in the table below summarizes the combined results of our
operations and Hillandale, LLC, on a pro forma basis, as though we had been combined as of
the beginning of the earliest period presented. The pro forma financial information is
presented for informational purposes only and is not indicative of the results of
operations that would have been achieved if the acquisition had taken place at the
beginning of the earliest period presented.

|                          
|--------------------------
|Nov. 26, 2005             
|Net sales                 
|Net loss                  
|Basic net loss per share  
|Diluted net loss per share

7

---

STOCK BASED COMPENSATION

We
account for stock option grants in accordance with APB Opinion No. 25, Accounting
for Stock Issued to Employees.

The
following table illustrates the effect on net loss and loss per share if the Company had
applied the fair value recognition provisions of Statement of Financial Accounting
Standards (SFAS) No. 123, Accounting for Stock- Based Compensation, which
require compensation cost for all stock-based employee compensation plans to be recognized
based on the use of a fair value method (in thousands, except per share amounts):

|                                    
|------------------------------------
|Nov. 26, 2005                       
|Net loss                            
|Add: Stock-based employee           
|compensation expense included in    
|reported net income (loss)          
|Deduct: Total stock-based employee  
|compensation expense determined     
|under fair value-based method for   
|all awards                          
|                                    
|Pro forma net loss                  
|                                    
|Loss per share:                     
|Basic-as reported                   
|                                    
|BasiC-pro forma                     
|                                    
|Diluted-as reported                 
|                                    
|Diluted-pro forma                   
|                                    
|Weighted average shares outstanding:
|Basic                               
|Diluted                             
|                                    

NEW STOCK OPTION PLAN AND
STOCK APPRECIATION RIGHTS PLAN

On
July 28, 2005, our Board of Directors approved the Cal-Maine Foods, Inc. 2005 Incentive
Stock Option Plan (the Plan) and reserved 500,000 shares for issuance upon
exercise of options granted under the Plan. Options issued pursuant to the Plan may be
granted to any of our employees. The options may have a term of up to ten years and
generally will vest ratably over five years. On August 17, 2005, we issued 360,000 options
with an exercise price of $5.93. The options have ten-year terms and vest over five years
beginning from the date of grant. The Plan was ratified by our shareholders at our annual
meeting of shareholders on October 13, 2005.

8

---

On
July 28, 2005, our Board of Directors also approved the Cal-Maine Foods, Inc. Stock
Appreciation Rights Plan (the Rights Plan). The Rights Plan covers 1,000,000
shares of common stock of the Company. Stock Appreciation Rights (SAR) may be
granted to any employee or non-employee member of the Board of Directors. Upon exercise of
a SAR, the holder will receive shares of our common stock equal to the difference between
the fair market value of a single share of common stock at the time of exercise and the
strike price which is equal to the fair market value of a single share of common stock on
the date of the grant. The SARs have a ten-year term and vest over five years. On August
17, 2005, we issued 592,500 SARs with a strike price of $5.93 and, on August 26, 2005, we
issued 22,500 SARs with a strike price of $6.71. The Rights Plan was ratified by our
shareholders at our annual meeting of shareholders on October 13, 2005.

|2. | Inventories
|-- | -----------

Inventories
consisted of the following ( in thousands):

|                 
|-----------------
|Flocks           
|Eggs             
|Feed and supplies
|                 
|                 
|                 

|3. | Stockholders Equity
|-- | --------------------

Stock Repurchase Program

On
August 3, 2004, our Board of Directors approved the repurchase of up to 2,000,000 shares
of our common stock by July 31, 2005. The repurchase program, in which approximately
942,000 shares were repurchased, expired on July  31, 2005. We do not have any other
stock repurchase programs.

|4. | 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.

|5. | Net
Loss per Common Share
|-- | -------------------------

Basic
loss per share is based on the weighted average common shares outstanding. Diluted
earnings per share include any dilutive effects of options and warrants. Options and
warrants representing 121,400 shares were excluded from the calculation of diluted
earnings per share for the three month and six month periods ended November 26, 2005
because of the net loss for the periods, respectively.

ITEM 2. MANAGEMENTS DISCUSSION
AND ANALYSIS OF FINANCIALCONDITION 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 1 of our
Annual Report on Form 10-K for the fiscal year ended May 28, 2005, (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 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.

9

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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 75% of the total number of shell eggs sold by us, with
approximately 13% 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 25% of the total number of shell eggs
sold by us is purchased from outside producers for resale, as needed, by us.

Although
several of our production facilities are located in areas affected by the recent
hurricanes Katrina and Rita, there has been no material adverse effect to our operations
or properties at these facilities.

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 average about 55% of our
total shell egg production cost. Changes in feed costs result in changes in 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 we have little or no control.

As
discussed in Note 1 of the Notes to Condensed Consolidated Financial Statements, we
acquired 51% of the units of membership in Hillandale, LLC for cash of $27 million on
October 12, 2005. The remaining 49% of the units of membership in Hillandale, LLC will be
acquired over a four-year period, at their book value at the time of purchases.

We
gained effective control of the Hillandale operations upon signing of the Agreement.
Accordingly, the acquisition date for accounting purposes is July 28, 2005. The operations
of Hillandale, LLC have been consolidated with our operations beginning July 29, 2005.
Because all of the information to close the accounting records of Hillandale, LLC was not
available for our first quarter ended August 27, 2005, the financial statements of
Hillandale, LLC were first included in our consolidated financial statements beginning in
the second fiscal quarter of 2006. The operating results of Hillandale, LLC for the period
from July 29, 2005 through August 27, 2005 were not significant to our operations and
financial position for our first quarter of fiscal 2006.

10

---

We
had a 44% membership interest in American Egg Products, LLC (AEP) and
Hillandale, LLC had a 27.5% membership interest in AEP which were accounted for by the
equity method prior to our acquisition of Hillandale LLC. Effective with our acquisition
of Hillandale LLC, we own a majority of the membership interest in AEP and, accordingly,
the financial statements of AEP have been consolidated with our financial statements,
beginning July 29, 2005.

Hillandale,
LLCs production facilities are principally located in Florida. Like us, Hillandale,
LLC is a fully integrated shell egg producer with its own feed mills, hatchery,
production, processing and distribution facilities. The Hillandale acquisition increased
our current egg production capacity by approximately 30%.

As
of July 28, 2005, Hillandale, LLC owned a 50% ownership interest in Hillandale Farms, LLC
that is accounted for by the equity method of accounting. On October 5, 2005, Hillandale,
LLC acquired the other 50% interest in Hillandale Farms, LLC for $1.0 million. The
purchase price was allocated to the assets acquired and liabilities assumed and resulted
in approximately $1.3 million of goodwill. Hillandale Farms, LLC is engaged in the
production, processing and distribution of shell eggs.

The
purchase of Hillandale, LLC, AEP and Hillandale Farms, LLC described above are
collectively referred to below as the Acquisitions.

RESULTS OF OPERATIONS

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

|                                 
|---------------------------------
|13 Weeks Ended                   
|Nov. 26, 2005                    
|Net sales                        
|Cost of sales                    
|                                 
|Gross profit                     
|Selling, general & administrative
|                                 
|Operating income (loss)          
|Other expense                    
|                                 
|Loss before taxes                
|Income tax benefit               
|                                 
|Net loss                         
|                                 

NET SALES

Approximately
95% of our net sales consist of shell egg sales, 4% consist of incidental feed sales to
outside egg producers and 1% consists of sales of liquid and frozen egg products. Net
sales for the second quarter of fiscal 2006 were $138.3 million, an increase of $47.6
million compared to net sales of $90.7 million for the second quarter of fiscal 2005. The
Acquisitions accounted for $36.6 million of the increase. Excluding the Acquisitions, on a
comparable basis, net sales increased $11.0 million, or 12.1%, for the second fiscal 2006
quarter. Total dozens of eggs sold and egg selling prices increased in the current quarter
as compared with fiscal 2005. Dozens sold for the current quarter were 188.9 million
dozen, including 48.7 million dozen sold by the Acquisitions, an increase of 40.5 million
dozen, or 27.3% as compared to the second quarter of fiscal 2005. On a comparable basis,
excluding the Acquisitions, dozens sold decreased 5.5%. In the current quarter, domestic
demand for shell eggs is improvingas compared to a year ago, and
overall egg production is approximately level as compared to a year ago. This resulted in
higher shell egg selling prices during the current quarter. Our net average selling price
per dozen for the fiscal 2006 second quarter was $.643, compared to $.591 for the second
quarter of fiscal 2005, an increase of 9.0%. The 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.

11

---

Net
sales for the twenty-six week period ended November 26, 2005 were $218.0 million, an
increase of $25.3 million compared to net sales of $192.7 million for the fiscal 2005
twenty-six week period. Excluding the net sales of the Acquisitions of $36.6 million, on a
comparable basis, sales have decreased $11.3 million, or 5.9%. Dozens sold for the current
twenty-six week period were 324.4 million, including the Acquisitions 48.7 million
dozen, as compared to 294.0 million for fiscal 2005, an increase of 30.4 million dozen, or
10.3%. On a comparable basis, excluding the Acquisitions, dozens sold have decreased 6.2%.
Until the current quarter, unfavorable egg market conditions resulted in decreased shell
egg selling prices. For the fiscal 2006 twenty-six week period, our net average selling
price per dozen was $.607, compared to $.633 per dozen for fiscal 2005, a decrease of
$.026 per dozen, or 4.1%.

COST OF SALES

Cost
of sales consists of costs directly related to production and processing of shell eggs,
including feed costs, and purchases of shell eggs from outside egg producers. Total cost
of sales for the second quarter ended November 26, 2005 was $120.5 million, an increase of
$34.8 million as compared to the cost of sales of $85.7 million for the fiscal 2005 second
quarter. The Acquisitions cost of sales accounted for $35.7 million of the increase.
Excluding the Acquisitions, on a comparable basis, cost of sales decreased $900,000, or
1.0%. This decrease is the net result of a decrease in dozens sold and a decrease in the
cost of feed ingredients, offset by higher cost of shell eggs purchased from outside
producers. Due to the increase in shell egg selling prices, outside egg purchase cost
increased. Feed cost for the second quarter ended November 26, 2005 was $.206 per dozen, a
decrease of 12.7%, as compared to the fiscal 2005 second quarter cost per dozen of $.236.
Other operating costs have increased slightly above last fiscal year. An increase in shell
egg selling prices and a decrease in feed ingredients resulted in a net increase in gross
profit to 12.9% of net sales for the quarter ended November 26, 2005 from 5.5% of net
sales for the quarter ended November 27, 2004.

For
the twenty-six week period ended November 26, 2005, total cost of sales was $199.3
million, an increase of $22.2 million as compared to the cost of sales of $177.1 million
for the twenty-six week period ended November 27, 2004. On a comparable basis, excluding
the Acquisitions cost of sales of $35.7 million, cost of sales decreased $13.5
million, or 7.6%. The decrease in cost of sales is the net result of fewer dozens sold,
lower cost of eggs purchased from outside producers and a decrease in the cost of feed
ingredients. Feed cost for the current twenty-six weeks was $.212 per dozen, compared to
$.247 per dozen for the twenty-six week period ended November 27, 2004, a decrease of
14.2%. Gross profit increased to 8.6% of net sales for the twenty-six week period ended
November 26, 2005 from 8.1% for the comparable twenty-six week period ended November 27,
2004.

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 second quarter
ended November 26, 2005 was $16.7 million, an increase of $4.3 million, as compared to
$12.4 million for the quarter ended November 27, 2004. The Acquisitions selling,
general and administrative expense accounted for the $4.3 million increase. On a cost per
dozen sold basis, including the Acquisitions cost, selling, general and
administrative expense was $.088 per dozen for the current quarter as compared to $.084
for the second quarter of fiscal 2005. As a percent of net sales, selling, general and
administrative expense decreased from 13.7% for the second quarter of fiscal 2005 to 12.1%
for the second quarter of fiscal 2006.

For
the twenty-six weeks ended November 26, 2005, selling, general and administrative expense
was $27.6 million, an increase of $3.5 million, as compared to $24.1 million for the same
period in fiscal 2005. The Acquisitions accounted for $4.3 million in expenses for the
period. Excluding the Acquisitions, the twenty-six week period had a comparable decrease
in selling, general and administrative expense of $800,000 or 3.3%. In the twenty-six
weeks ended November 26, 2005, insurance costs decreased $300,000, and professional and
legal fees decreased $500,000. During this period, approximately $400,000 was recovered in
bad debts. Fuel expense was the major distribution cost increase. On a cost per dozen sold
basis, selling, general and administrative expense was $.085 for the current twenty-six
weeks as compared to $.082 for the comparable period last fiscal year. As a percent of net
sales, selling, general and administrative expense increased from 12.5% for the first
twenty-six weeks of fiscal 2005 to 12.7% for the comparable period in fiscal 2006.

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OPERATING INCOME (LOSS)

As
the result of the above, operating income was $1.1 million for the second quarter ended
November 26, 2005, as compared to operating loss of $7.4 million for the second quarter of
fiscal 2005. As a percent of net sales, the current fiscal 2006 quarter had a 0.8%
operating income, compared to an 8.2% operating loss for the comparable period last year.

For
the twenty-six weeks ended November 26, 2005, operating loss was $8.9 million, compared to
operating loss of $8.4 million for the comparable period in fiscal 2005. As a percent of
net sales, the current fiscal period had a 4.1% operating loss, compared to a 4.4%
operating loss for the same period last year.

OTHER INCOME (EXPENSE)

Other
income or expense consists of costs or income not directly charged to, or related to,
operations such as interest expense and equity in income from affiliates. Other expense
for the second quarter ended November 26, 2005 was $2.1 million, an increase of $1.1
million, as compared to $968,000 for last years second quarter. This net increase
for the second quarter was primarily the result of a $1.1 million increase in net interest
expense due to additional long-term borrowings and lower balances in cash equivalents and
investments. Included in interest expense for the thirteen weeks ended November 26, 2005
is $683,000 non-cash expense imputed on our non-interest bearing obligation to acquire 49%
of Hillandale, LLCs membership units over a four year period. As a percent of net
sales, other expense was 1.5% for the twenty-six weeks ended November 26, 2005, compared
to 1.1% for the comparable period last year.

For
the twenty-six weeks ended November 26, 2005, other expense was $4.2 million, an increase
of $2.8 million as compared to an expense of $1.4 million for the comparable period in
fiscal 2005. For the current period, net interest expense increased $1.7 million,
primarily due to additional borrowings, the non-interest bearing obligation and lower cash
equivalents and investments as described above. Other income decreased $1.1 million from
equity losses of affiliates. As a percent of net sales, other expense was 1.9% for the
current period, as compared to 0.7% for the comparable period in fiscal 2005.

INCOME TAXES

As
a result of the above, the pre-tax loss was $1.0 million for the quarter ended November
26, 2005, compared to pre-tax loss of $8.4 million for last years comparable
quarter. For the second 2006 fiscal quarter, an income tax benefit of $337,000 was
recorded with an effective tax rate of 33.0%, as compared to an income tax benefit of $3.1
million with an effective rate of 36.5% for last years comparable quarter.

For
the twenty-six week period ended November 26, 2005, pre-tax loss was $13.1 million,
compared to pre-tax loss of $9.8 million for the comparable period in fiscal 2005. For the
current twenty-six week period, an income tax benefit of $4.3 million was recorded with an
effective tax rate of 33.0%, as compared to an income tax benefit of $3.6 million, with an
effective rate of 36.5% for last years comparable period.

NET INCOME (LOSS)

Net
loss for the second quarter ended November 26, 2005 was $685,000, or $0.03 per basic and
diluted share, compared to net loss of $5.3 million, or $0.23 per basic and diluted share
for last fiscal years second quarter.

For
the twenty-six week period ended November 26, 2005, net loss was $8.8 million, or $0.37
per basic and diluted share, compared to last fiscal years net loss of $6.2 million,
or $0.26 per basic share and diluted share.

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CAPITAL RESOURCES AND LIQUIDITY

Our
working capital at November 26, 2005 was $60.2 million compared to $73.6 million at May
28, 2005. Our current ratio was 1.82 at November 26, 2005 as compared with 2.41 at May 28,
2005. 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 $40.0 million line of credit with three banks, $2.6
million of which was utilized as a standby letter of credit at November 26, 2005. Our
long-term debt at November 26, 2005, including current maturities, amounted to $111.5
million, as compared to $83.0 million at May 28, 2005.

For
the twenty-six weeks ended November 26, 2005, $12.7 million in net cash was used in
operating activities. This compares to net cash provided of $1.5 million for the 26 weeks
ended November 27, 2004. For the twenty-six weeks ended November 26, 2005, approximately
$26.4 million was provided from the maturity of short-term investments and $914,000 was
provided from notes receivable and investments. Approximately $1.5 million was provided
from disposal of property, plant and equipment, $2.8 million was used for purchases of
property, plant and equipment and $23.8 million was used for the purchase of the
Acquisitions. Borrowings of $28.0 million were received in additional long-term debt and
approximately $584,000 was used for payments of dividends on the common stock and $24.2
million was used for principal payments on long-term debt. The net result of these
activities was a decrease in cash and cash equivalents of $7.3 million since May 28, 2005.

For
the twenty-six weeks ended November 27, 2004, approximately $30.8 million was provided
from the maturity of short-term investments and $590,000 was provided from notes
receivable and investments. Approximately $423,000 was provided from disposal of property,
plant and equipment and $5.5 million was used for purchases of property, plant and
equipment. Approximately $252,000 was provided from the issuance of common stock from the
treasury and net cash of $6.2 million was used in the repurchase of common stock for the
treasury. Approximately $596,000 was used for payments of dividends on the common stock
and $4.9 million was used for principal payments on long-term debt. The net result of
these activities was an increase in cash of $16.4 million since May 29, 2004.

Substantially
all trade receivables and inventories collateralize our line of credit and property, plant
and equipment collateralize our long-term debt under our loan agreements with our lenders.
Unless otherwise approved by our lenders, we are required by provisions of these loan
agreements to (1) maintain minimum levels of working capital (ratio of not less than 1.25
to 1) and net worth (minimum of $90.0 million, plus 45% of cumulative net income, tangible
net worth); (2) limit dividends to an aggregate amount not to exceed $500,000 per quarter
(allowed if no default), capital expenditures (not to exceed depreciation for the same
four fiscal quarters), long-term borrowings (total funded debt to total capitalization not
to exceed 55%); and (3) maintain various current and cash-flow coverage ratios (1.25 to
1), among other restrictions. At November 26, 2005, 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.

As
discussed in the Notes to Condensed Consolidated Financial Statements section of this
report under Acquisitions, under the terms of the Agreement, the remaining 49%
of the Units of Membership in Hillandale, LLC, are to be acquired in essentially equal
annual installments over a four-year period, with the purchase price of the units equal to
their book value as calculated in accordance with the terms of the Agreement. Funding is
expected to be provided by our cash on hand, our operational earnings during the period
and drawing on our existing line of credit.

We
currently have a $2.1 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 $2.1 million deferred tax liability would not impact our
consolidated statement of operations or stockholders equity, as these taxes have
been accrued and are reflected on our consolidated balance sheet.

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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 28, 2005 for a
discussion of the impact of recently issued accounting standards. There were no accounting
standards issuedduring the quarter ended November 26, 2005 that we expect will
have a material impact on our consolidated 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 28, 2005, be read in conjunction with this Managements
Discussion and Analysis of Financial Condition and Results of Operations. There have been
no changes made to the critical accounting policies identified in our Annual Report on
Form 10-K for the year ended May 28, 2005.

ITEM 3.  QUANTATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

There
have been no material changes in the market risk reported in the Companys Annual
Report on Form 10-K for the fiscal year ended May 28, 2005.

ITEM 4.  CONTROLS  AND  PROCEDURES

Our
disclosure controls and procedures are designed to provide reasonable assurance that
information required to be disclosed by us in our periodic reports filed with the
Securities and Exchange Commission is recorded, processed, summarized and reported within
the time periods required. Our Chief Executive Officer and Chief Financial Officer have
concluded that our disclosure controls and procedures are effective based on their
evaluation of such controls and procedures 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
materially affected or is reasonably likely to materially affect, our internal controls
over financial reporting.

# PART II. OTHER
INFORMATION

# ITEM 1. LEGAL PROCEEDINGS

Except as noted below, there have been no new matters or changes to matters discussed
in our Annual Report on Form 10-K for the year ended May 28, 2005.

Chicken
Litter Litigation

On
May 2, 2005, Cal-Maine Farms, Inc. (Cal-Maine Farms), one of our subsidiaries,
was added as a defendant in an ongoing action in a case styled Leslie Carroll et al vs.
Alpharma, Inc in the Circuit Court of Washington County, Arkansas. There are approximately
80 plaintiffs in the action. The plaintiffs complain of a wide variety of medical problems
which they attribute to the use of chicken manure and litter throughout Washington County,
Arkansas. The theory of liability is the same as in the McWhorter suit previously reported
in our filings with the Securities and Exchange Commission and summarized below. An Answer
has been filed, and discovery has begun, but no trial date been set. At this stage it is
impossible to evaluate the potential exposure, if any, of Cal-Maine Farms to damages in
this suit.

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On
February 3, 2004, Cal-Maine Farms was served with process in a civil complaint filed in
the Circuit Court of Washington County, Arkansas, on behalf of Keith McWhorter and Patsy
McWhorter, individually and as next friends and guardians of Hunter McWhorter. Other
defendants include Alpharma Inc., Alpharma Animal Health Co., Cargill, Incorporated,
Georges Farms, Inc., Peterson Farms, Inc., Simmons Foods, Inc., Simmons Poultry
Farms, Inc., and Tyson Foods, Inc. Each of the other poultry defendants is engaged in the
broiler business. The Alpharma defendants produce additives for broiler feed. One
individual was originally named as a defendant, but has been dismissed.

Both
the McWhorter and Carroll suits 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 Carroll suit focuses on a feed ingredient that
contains arsenic and is alleged to be in the litter that was spread. We do not use this
particular feed ingredient in our shell egg production feed formulation. The McWhorter
suit focuses on mold and fungi allegedly created by the application of litter. Both suits
address conditions alleged to exist in Washington County. Both suits seek unspecified
actual damages and request unspecified punitive damages. An answer has been filed on
behalf of Cal-Maine Farms and no discovery has taken place. At this stage, it is
impossible to evaluate the potential exposure, if any, of Cal-Maine Farms to damages in
this suit.

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 us and
Cal-Maine Farms. 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. We no longer have
any operations in the watershed. Accordingly, we do not anticipate that we will be
materially affected by the request for injunctive relief. Dispositive motions have been
filed by the defendants, but no hearings on those motions have been set. We are not able
at present to provide an opinion regarding the ultimate resolution of this action.

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

We
did not make any sales of unregistered securities during the second quarter of fiscal
2006.

Information
as to repurchases of our common stock required by this Item is contained in Note 3 of
Notes to Condensed Consolidated Financial Statements in Part 1 of this Form
10-Q and is incorporated herein by this reference.

For
information as to working capital utilization and other limitations upon the payment of
dividends 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 4. SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS

The Companys Annual Meeting of Shareholders was held on October 13, 2005.

The
following persons were nominated and elected to serve as members of the Board of Directors
until our next annual meeting of shareholders and until their successors are elected and
qualified. Fred R. Adams, Jr. (44,309,598 shares for and 188,295 shares withheld), Richard
K. Looper (44,309,598 shares for and 188,295 shares withheld), Adolphus B. Baker
(44,309,598 shares for and 188,295 shares withheld), James E. Poole (44,309,598 shares for
and 188,295 shares withheld), R. Faser Triplett (44,309,598 shares for and 188,295 shares
withheld), Letitia C. Hughes (44,309,598 shares for and 188,295 shares withheld), and
Timothy A. Dawson (44,309,598 shares for and 188,295 shares withheld).

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The
2005 Cal-Maine Foods Incentive Stock Option Plan was ratified (9,616,768 shares for,
3,353,584 against, 38,381 shares abstain, and 6,309,922 broker non-vote
shares). The Cal-Maine Foods Incentive Stock Appreciation Rights Plan was ratified
(9,612,451 shares for, 3,355,835 against, 40,447 shares abstain, and 6,309,922
broker non-vote shares).

No
other matters were voted upon at the annual meeting.

# ITEM 5. OTHER INFORMATION

On December 28, 2005, we issued a press release announcing our financial results for
the quarter ended November 26, 2005. A copy of our press release is included as Exhibit
99.1 to this Form 10-Q Quarterly Report.

# ITEM 6. EXHIBITS

|No.  | Description                                                                     
|---- | --------------------------------------------------------------------------------
|31.1 | Certification of The Chief Executive Officer                                    
|31.2 | Certification of The Chief Financial Officer                                    
|32.0 | Written Statement of The Chief Executive Officer and The Chief Financial Officer
|99.1 | Press Release Dated December 28, 2005                                           

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# 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 4, 2006 | /s/ Timothy A. Dawson         
|                       | Timothy A. Dawson             
|                       | Vice President/Treasurer      
|                       | (Principal Financial Officer) 
|Date:  January 4, 2006 | /s/ Charles F. Collins        
|                       | Charles F. Collins            
|                       | Vice President/Controller     
|                       | (Principal Accounting Officer)

18