UNITED STATESSECURITIES
AND EXCHANGE COMMISSION Washington, D.C.

FORM 10-Q/A No. 1

Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934

Amendment No. 1 to
quarterly report on Form 10-Q for the quarterly period ended November 29, 2003

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

|Delaware                     | 000-04892    | 64-0500378            
|---------------------------- | ------------ | ----------------------
|(State or other jurisdiction | (Commission  | (IRS Employer         
|of incorporation)            | File Number) | Identification Number)

|3320 Woodrow Wilson AvenueJackson, Mississippi 22033
|----------------------------------------------------
|(Address of principal executive offices) (Zip Code) 

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

The
undersigned registrant hereby includes the following items, financial statements, exhibits
or other portions of its quarterly report on Form 10-Q for the year quarterly period ended
November 29, 2003, as set forth in the pages attached hereto:

| | Part I. | Item 1.   Condensed Consolidated Financial Statements
| | ------- | -----------------------------------------------------

| | Part II. | Item 6.   Exhibits and Reports on Form 8-K
| | -------- | ------------------------------------------

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

|                       | CAL-MAINE FOODS, INC.         
|---------------------- | ------------------------------
|Date: January 20, 2004 | By:  /s/ Charles F. Collins   
|                       | Charles F. Collins            
|                       | Vice President Controller     
|                       | (Principal Accounting Officer)

---

# CAL-MAINE FOODS, INC.

Amendment No. 1 to
quarterly report on Form 10-Q for the quarterly period ended November 29, 2003.

This
Form 10-Q/A No. 1 is filed solely for the purpose of (a) correcting data in a table in the
notes to the condensed consolidated balance sheet as of November 29, 2003, and (b)
providing currently dated Exhibits 31.1, 31.2 and 32.0. The table in the note
Stock Based Compensation has been revised with corrected data, instead
of the amounts shown in the Form 10-Q quarterly report as originally filed.

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# PART I. FINANCIAL
INFORMATION

# ITEM 1. FINANCIAL
STATEMENTS

# CAL-MAINE FOODS, INC.
AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except
share amounts)

|                                                               
|---------------------------------------------------------------
|(unaudited)                                                    
|ASSETS                                                         
|Current assets:                                                
|Cash and cash equivalents                                      
|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 - 30,000,000                                 
|Issued and outstanding shares - 17,565,200 at November 29, 2003
|and May 31, 2003                                               
|Class A common stock $0.01 par value, authorized, issued and   
|outstanding 1,200,000 shares                                   
|Paid-in capital                                                
|Retained earnings                                              
|Common stock in treasury-6,797,301 shares at November 29, 2003 
|and  7,000,812 shares at May 31, 2003                          
|                                                               
|Total stockholders' equity                                     
|                                                               
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     
|                                                               

See notes to condensed consolidated
financial statements.

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

|                       
|-----------------------
|November 29, 2003      
|Net sales              
|Cost of sales          
|                       
|Gross profit           
|Selling, general and   
|administrative         
|                       
|Operating income       
|Other income (expense):
|Interest expense, net  
|Other                  
|                       
|                       
|                       
|Income before income   
|taxes                  
|Income tax expense     
|                       
|Net income             
|                       
|Net income per common  
|share:                 
|Basic                  
|                       
|Diluted                
|                       
|Weighted average shares
|outstanding:           
|Basic                  
|                       
|Diluted                
|                       

See notes to condensed consolidated
financial statements.

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

|                                                          
|----------------------------------------------------------
|November 29, 2003                                         
|Cash flows provided by (used in) operating activities     
|Cash flows from investing activities:                     
|Purchases of property, plant and equipment                
|Construction of production facilities                     
|Payments received on notes receivable and from investments
|Increase in note receivable, investments and other assets 
|Net proceeds from sale of property, plant and equipment   
|                                                          
|Net cash used in investing activities                     
|Cash flows from financing activities:                     
|Net borrowings on notes payable to banks                  
|Long-term borrowings                                      
|Principal payments on long-term debt and capital leases   
|Additional paid-in capital                                
|Sale of common stock from treasury                        
|Payment of dividends                                      
|                                                          
|Net cash provided by (used in) financing activities       
|                                                          
|Increase (decrease) 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.

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CAL-MAINE FOODS, INC.
AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (in thousands,
except share amounts)November 29, 2003(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 29, 2003 are not necessarily indicative of the results that may be
expected for the year ending May 29, 2004.

The
balance sheet at May 31, 2003 has been derived from the audited financial statements at
that date but does not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.

For
further information, refer to the consolidated financial statements and footnotes thereto
included in Cal-Maine Foods, Inc.s annual report on Form 10-K for the fiscal year
ended May 31, 2003.

# Stock Based Compensation

The Company accounts 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 income and earnings 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. 29, 2003                      
|Net income                         
|Add:  Stock-based employee         
|compensation expense included in   
|reported net income                
|Deduct:  Total stock-based employee
|compensation expense determined    
|under fair value-based method for  
|all awards                         
|                                   
|Pro forma net income               
|                                   
|Earnings per share:                
|Basic-as reported                  
|                                   
|Basis-pro forma                    
|                                   
|Diluted-as reported                
|                                   
|Diluted-pro forma                  
|                                   

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2.     Inventories

Inventories
consisted of the following:

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

3.     Other Matters

In
its Form 8-K filing dated November 6, 2003, the Company announced the termination of
its proposed going private transaction.

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# ITEM 6.  EXHIBITS AND
REPORTS ON FORM 8-K

|a. | 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

|b. | Reports
on Form 8-K
|-- | -------------------

The
following reports on Form 8-K were filed during the quarter for which this Form 10-Q is
filed:

|(i) | Form
8-K dated September 25, 2003, reporting under Item 5  Other Events
               and Required FD Disclosure and under Item 7  Financial
Statements                and Exhibits that a class action suit styled Twin
Valley Farms                Exchange, Inc, Leon Eshelman,Valeria Eshelman, Gary
Eshelman, Pamela                Fredricks, aan Terry Bixler v. Cal-Maine Foods Inc., et
al., C.A. No.                20576-NC, was filed against the Company and its
directors in the Court of                Chancery of the State of Delaware in and for New
Castle County in connection                with the proposed going private transaction
announced by the Company on July 14,                2003.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | Form
8-K dated September 29, 2003, reporting under Item 12 Results of Operations and
Financial Condition, the issuance by the Company of a press release announcing its
financial results for the quarter ended August 30, 2003.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) | Form
8-K dated November 6, 2003, reporting under Item 5 Other Events and
               Required FD Disclosure and under Item 7 Financial Statements
and                Exhibits, the issuance of a press release by the Company
announcing the                termination of its proposed going private transaction.
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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