UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC 20549

                                   FORM 10-Q

(mark one)

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

               For the quarterly period ended February 27, 1999

                                      OR

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

      For the transition period from ____________ to ____________

Commission file number:  000-04892

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

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

            3320 WOODROW WILSON AVENUE, JACKSON, MISSISSIPPI 39209
             (Address of principal executive offices) (Zip Code)

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

      Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange Act of
1934  during the  preceding  12 months (or for such  shorter  period  that the
registrant  was  required to file such  reports),  and (2) has been subject to
such filing requirements for the past 90 days.
                                 Yes [X] No [ ]

      Number of shares  outstanding of each of the issuer's  classes of common
stock (exclusive of treasury shares), as of April 5, 1999.

      Common Stock, $0.01 par value                  11,603,688 shares

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


                                      1

<PAGE>

                             CAL-MAINE FOODS, INC.

                                     INDEX

<TABLE>
<CAPTION>
                                                                               PAGE
PART I.     FINANCIAL INFORMATION                                             NUMBER

<S>               <C>                                                           <C>
      Item 1.     Condensed Consolidated Financial Statements (Unaudited)

                  Condensed Consolidated Balance Sheets -
                  February 27, 1999 and May 30, 1998                             3

                  Condensed Consolidated Statements of Income -
                  Three Months and Nine Months Ended
                  February 27, 1999 and February 28, 1998                        4

                  Condensed Consolidated Statements of Cash Flow -
                  Nine Months Ended February 27, 1999 and
                  February 28, 1998                                              5

                  Notes to Condensed Consolidated Financial Statements           6

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

      Item 3.     Quantitative and Qualitative Disclosures About                12
                  Market Risk

PART II.    OTHER INFORMATION

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


      Signatures                                                                13
</TABLE>


                                      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>
                                                                  February 27, 1999        May 30, 1998
                                                                  -----------------        ------------
                                                                     (unaudited)              (note)
<S>                                                                     <C>                   <C>
ASSETS
Current assets:
  Cash and cash equivalents                                             $  54,825             $  41,126
  Accounts receivable, net                                                 14,210                13,691
  Recoverable federal and state income taxes                                    -                   218
  Inventories                                                              36,625                41,437
  Prepaid expenses and other current assets                                   608                   791
                                                                        ----------            -----------
Total current assets                                                      106,268                97,263

Notes receivable and investments                                            6,832                 5,373
Other assets                                                                1,859                 1,183

Property, plant and equipment                                             169,653               170,912
Less accumulated depreciation                                             (73,725)              (71,543)
                                                                        ----------            -----------
                                                                           95,928                99,369
                                                                        ----------            -----------
  TOTAL ASSETS                                                          $ 210,887             $ 203,188
                                                                        ==========            ==========

LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
  Accounts payable and accrued expenses                                 $  26,300             $  25,756
  Current maturities of long-term debt                                      5,049                 4,540
  Current deferred income taxes                                            10,376                10,376
                                                                        ----------            -----------
Total current liabilities                                                  41,725                40,672

Long-term debt, less current maturities                                    73,052                70,958
Deferred expenses                                                           1,654                 1,716
Deferred income taxes                                                      10,295                10,295
                                                                        ----------            -----------
  Total liabilities                                                       126,726               123,641

Stockholders' equity:
  Common stock $0.01 par value per share:
    Authorized shares - 30,000,000
    Issued and outstanding shares - 17,565,200 at February  27,
    1999 and May 30, 1998                                                     176                   176
  Class A common stock $0.01 par value: authorized, issued
  and outstanding 1,200,000 shares                                             12                    12
  Paid-in capital                                                          18,784                18,784
  Retained earnings                                                        72,740                67,031
  Common stock in treasury - 5,832,012 shares at February
  27, 1999 and 5,608, 212 shares at May 30, 1998                           (7,551)               (6,456)
                                                                        ----------            -----------
  Total stockholders' equity                                               84,161                79,547
                                                                        ----------            -----------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 210,887             $ 203,188
                                                                        ==========            ==========
</TABLE>


                                      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                             39 Weeks Ended
                                        February 27, 1999    February 28, 1998      February 27, 1999    February 28, 1998
                                        --------------------------------------      --------------------------------------
<S>                                         <C>                  <C>                   <C>                 <C>
Net sales                                   $ 77,861             $ 89,344              $ 224,594           $ 232,502
Cost of sales                                 62,170               74,416                185,519             196,668
                                            -------------------------------------------------------------------------
  Gross profit                                15,691               14,928                 39,075              35,834
Selling, general and
  administrative                               8,700                9,509                 26,921              25,093
                                            -------------------------------------------------------------------------
  Operating income                             6,991                5,419                 12,154              10,741
Other income (expense):
  Interest expense, net                         (934)                (446)                (2,426)             (2,146)
  Other                                          275                  839                    120               1,095
                                            -------------------------------------------------------------------------
                                                (659)                 393                 (2,306)             (1,051)
                                            -------------------------------------------------------------------------

  Income before income taxes                   6,332                5,812                  9,848               9,690
Income tax expense                             2,353                2,109                  3,702               3,480
                                            -------------------------------------------------------------------------
  NET INCOME                                $  3,979             $  3,703              $   6,146           $   6,210
                                            =========================================================================
Net income per common share:
  Basic                                     $    .31             $    .28              $     .47           $     .47
                                            =========================================================================
  Diluted                                   $    .30             $    .28              $     .46           $     .46
                                            =========================================================================
Weighted average shares
Outstanding:
  Basic                                       13,019               13,194                 13,094              13,192
                                            =========================================================================
  Diluted                                     13,134               13,422                 13,234              13,436
                                            =========================================================================
</TABLE>


                                      4

<PAGE>

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


<TABLE>
<CAPTION>
                                                                             39 Weeks Ended
                                                              February 27, 1999          February 28, 1998
                                                              ------------------         -----------------
<S>                                                                   <C>                        <C>
Cash flows provided by operating activities                           $ 19,373                   $ 17,404

Cash flows from investing activities:
  Purchases of property, plant and equipment                            (3,103)                    (6,361)
  Construction of production facilities                                 (6,592)                    (5,578)
  Purchases of shell egg production and processing business                  -                     (2,037)
  Payments received on notes receivable and from investments               370                         93
  (Increase) decrease in note receivable, investments and other
assets                                                                  (1,830)                       521
  Net proceeds from sale of property, plant and equipment                4,411                        832
                                                                      ------------------------------------
Net cash used in investing activities                                   (6,744)                   (12,530)

Cash flows from financing activities:
  Long-term borrowings                                                   6,350                     35,500
  Principal payments on long-term debt and capital leases               (3,747)                   (23,160)
  Purchases of common stock for treasury                                (1,096)                       (78)
  Sale of common stock from treasury                                         -                         79
  Redemption of fractional shares of common stock                            -                         (1)
  Payment of dividends                                                    (437)                         -
                                                                      ------------------------------------
Net cash provided by financing activities                                1,070                     12,340
                                                                      ------------------------------------
Increase in cash and cash equivalents                                   13,699                     17,214

Cash and cash equivalents at beginning of period                        41,126                     23,737
                                                                      ------------------------------------
Cash and cash equivalents at end of period                            $ 54,825                   $ 40,951
                                                                      ====================================
</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)
                               February 27, 1999
                                  (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  5-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 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 February 27, 1999,
and the results of  operations  for the thirteen and  thirty-nine  weeks ended
February  27,  1999  and  February  28,  1998,  and  the  cash  flows  for the
thirty-nine  weeks ended  February 27, 1999 and  February  28,  1998.  Interim
results are not necessarily indicative of results for a full year. For further
information,  refer to the  consolidated  financial  statements  and footnotes
thereto included in the Company's annual report on form 10-K.

      The consolidated balance sheet at May 30, 1998 has been derived from the
audited  consolidated  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.


2.    Inventories

      Inventories consisted of the following:

<TABLE>
<CAPTION>
                            February 27, 1999          May 30, 1998
                            ---------------------------------------
<S>                            <C>                       <C>     
Flocks                         $ 22,862                  $ 26,866
Eggs and egg products             2,730                     2,683
Feed and supplies                 7,791                     8,736
Livestock                         3,242                     3,152
                               -----------------------------------
                               $ 36,625                  $ 41,437
                               ===================================
</TABLE>


3.    Subsequent Event

On April 7, 1999,  the Company  announced  an agreement to purchase all of the
outstanding  stock of Hudson  Brothers,  Inc.  of  Guthrie,  Kentucky.  Hudson
Brothers,  Inc.,  with  capacity for  approximately  1.2 million  laying hens,
markets  shell eggs  primarily in Kentucky  and  Tennessee.  The  agreement is
contingent  upon the  successful  completion of due diligence  procedures  and
other customary closing conditions.


                                      6

<PAGE>

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

OVERVIEW

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

      The Company's  operations are fully  integrated.  It owns  facilities to
hatch  chicks,  grow  pullets,  manufacture  feed,  and  produce,  process and
distribute  shell eggs.  The Company  currently  is the largest  producer  and
distributor  of fresh shell eggs in the United  States.  The shell egg segment
sales, including feed sales to outside egg producers, accounted for 98% of the
Company's  net sales.  The  Company  primarily  markets  its shell eggs in the
southwestern, southeastern, mid-western and mid-Atlantic regions of the United
States.  Shell eggs are sold directly by the Company primarily to national and
regional supermarket chains. Egg products operations,  which were not material
to the Company's operations, were discontinued in May 1998.

      The Company  currently uses contract  producers for approximately 31% 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,  as  needed,  from  outside  producers  for resale by the
Company.

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

      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.

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

      FACTORS  AFFECTING  FUTURE  PERFORMANCE.  The Company's future operating
results may be affected by various  trends and  factors,  which are beyond the
Company's  control.  These include  adverse changes in shell egg prices and in
the  grain  market,  as well  as the  number  of  laying  hens in the  nation.
Accordingly,  past trends should not be used to anticipate  future results and
trends.  Further, the Company's prior performance should not be presumed to be
an accurate indication of future performance.


                                      7

<PAGE>

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                          39 Weeks Ended
                                Feb. 27, 1999     Feb. 28, 1998          Feb. 27, 1999     Feb. 28, 1998
                                ------------------------------------------------------------------------
<S>                                 <C>              <C>                     <C>               <C>   
Net sales                           100.0%           100.0%                  100.0%            100.0%
Cost of sales                        79.8             83.3                    82.6              84.6
                                ------------------------------------------------------------------------
Gross profit                         20.2             16.7                    17.4              15.4
Selling, general &
administrative                       11.2             10.6                    12.0              10.8
                                ------------------------------------------------------------------------
Operating income                      9.0              6.1                     5.4               4.6
Other income (expense)                (.9)              .4                    (1.0)             (0.4)
                                ------------------------------------------------------------------------
Income before taxes                   8.1              6.5                     4.4               4.2
Income tax expense                    3.0              2.4                     1.7               1.5
                                ------------------------------------------------------------------------
Net income                            5.1%             4.1%                    2.7%              2.7%
                                ========================================================================
</TABLE>


NET SALES

      Net sales for the third  quarter of fiscal  1999 were $77.9  million,  a
decrease of $11.5  million,  or 12.9%,  as compared to net sales for the third
quarter of fiscal 1998. This decrease is the net result of decreases in dozens
sold,  price per dozen  sold,  and feed sales to  outside  egg  producers.  In
addition to these  decreases,  the  Company's  egg  products  division,  which
accounted  for $1.6 million in sales during the third  quarter of fiscal 1998,
closed in May 1998,  and  therefore  did not  contribute  to net sales for the
current  third  quarter.  Dozens of shell eggs sold for the quarter were 107.5
million  dozens,  a decrease of 4.7 million dozen, or 4.2%, as compared to the
third quarter of fiscal 1998. The closed egg products  division,  and the sale
of contract production operations in Missouri during the second current fiscal
quarter accounted for the reduction in dozens sold. For the current quarter of
fiscal 1999,  the Company's net average  selling price per dozen was $.679 per
dozen,  compared  to $.706 per dozen for the  comparable  quarter  last fiscal
year, a decrease of $.027 per dozen,  or 3.8%.  The selling price  decrease is
due to increased  production  and egg supply within the industry,  and reduced
export  demand.  The Company's  feed sales to outside egg producers  decreased
$2.8  million for the current  quarter as compared to the same quarter of last
year.  The  decrease is due to lower tons sold and selling  price per ton. The
lower  selling  price per ton results from lower cost of feed  ingredients  as
discussed below in Cost of Sales.

      Net sales for the thirty-nine  weeks ended February 27, 1999 were $224.6
million,  a decrease  from last year of $7.9  million,  or 3.4%.  The decrease
resulted from increases in dozens sold and feed sales, offset by a decrease in
egg selling prices and lack of sales from the closed egg products division. In
comparing the thirty-nine week periods,  the egg products division contributed
$4.9  million in net sales  during last fiscal  year.  For the current  fiscal
year,  dozens sold were 321.1 million dozen, an increase over last fiscal year
of 7.5 million  dozen,  or 2.4%. The increase in dozens sold was mostly from a
Georgia  operation that was acquired in the second quarter of last fiscal year
and an  increase  in  dozens  of eggs  purchased  from  outside  sources.  The
acquisition also accounted for a current year increase of $4.8 million in feed
sales to outside egg  producers.  For the current  period,  the  Company's net
average  selling  price per dozen was $.638,  compared to $.675 per dozen last
fiscal year, a decrease of $.037 per dozen,  or 5.5%.  Average large shell egg
market  prices also  decreased  approximately  $.037 per dozen for the current
fiscal year as compared to last year's  thirty-nine week period.  The same egg
market  conditions  mentioned above for the current quarter caused the decline
in market prices.


                                      8

<PAGE>

      COST OF SALES

      Total cost of sales for the third  quarter  ended  February 27, 1999 was
$62.2 million, a decrease of $12.2 million, or 16.5%, as compared to a cost of
sales of $74.4 million for the same period last year.  The closed egg products
division  accounted  for $ 1.7  million  of the  decrease.  Lower cost of feed
ingredients,  for shell egg  production  and outside  feed sales,  and, due to
lower shell egg market prices,  lower cost of outside dozens purchased made up
the balance of the  decrease.  Feed cost per dozen for the third quarter ended
February  27,  1999 was $.197 as compared to a cost per dozen of $.245 for the
third quarter of last fiscal year, a decrease of 19.6%. The lower cost of feed
ingredients  is the result of a large 1998 corn and  soybean  harvest.  As the
1999 crop  season  begins,  industry  reports  currently  indicate  continuing
favorable  feed  prices.  During the current  quarter,  the Company  purchased
approximately  2% less dozens of outside eggs as compared to last year.  Lower
shell  egg  market  prices,  offset  by  improvements  in egg  production  and
purchased egg costs, resulted in an increase in gross profit from 16.7% of net
sales in the  quarter  ended  February  28, 1998 to 20.2% of net sales for the
current quarter.

      For the thirty-nine  week period ended February 27, 1999,  total cost of
sales was $185.5 million, a decrease of $11.2 million, or 5.7%, as compared to
a cost of sales of $196.7  million  for last year.  The  closed  egg  products
division accounted for $5.3 million of the current decrease.  Although, in the
current period,  cost of sales was increased by an increase in tons of outside
feed sales,  a net decrease in overall cost of sales  resulted from lower cost
of feed  ingredients  and lower cost of dozens of eggs  purchased from outside
sources.  Feed cost per  dozen for the  current  year was $.198 per  dozen,  a
decrease  of $.056 per dozen,  or 22.0%,  as  compared to last year's cost per
dozen of $.254. As discussed  above,  the decrease in feed ingredients was the
result of the 1998 crop year.  Although  dozens of eggs purchased from outside
sources increased, the Company was able to purchase all outside dozens at more
favorable  net  prices,   as  discussed  above.  As  in  the  current  quarter
discussion, a decrease in egg selling prices was offset by improvements in egg
production  and purchased egg costs for the current  thirty-nine  week period.
The net result was an increase in gross profit from 15.4% of net sales for the
period ended February 28, 1998, to 17.4% of net sales for the current quarter.


      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

      Selling,  general and administrative expense for the third quarter ended
February  27, 1999 was $8.7  million,  a decrease  of  $809,000,  or 8.5%,  as
compared to an expense of $9.5  million for the  comparable  period last year.
During  the third  quarter  last  year,  the  Company  expended  approximately
$500,000 in fees,  promotions  and  commissions  in  developing  and expanding
markets, including New York City, for specialty brand eggs. There were no such
extra expenditures this year.  Although expenses decreased this fiscal year by
$809,000, selling, general and administrative expense for this current quarter
was 11.2% of net sales,  as  compared  to 10.6% for last year,  an increase of
 .6%.

      For the thirty-nine weeks ended February 27, 1999, selling,  general and
administrative  expense was $26.9  million,  an increase of $1.8  million,  or
7.3%,  as  compared to $25.1  million  for the same  period last fiscal  year.
During the second  quarter of the current  fiscal year, the Company under FASB
Statement  121,  incurred  an  impairment  charge of  $500,000  on a facility,
including  feed mill and  production  and  distribution  properties,  that was
closed.  For the current period,  payroll and overhead  increased $554,000 and
employee health benefits are up $740,000.  As a percent of net sales, selling,
general and  administrative  expenses  for the current  thirty-nine  weeks was
12.0%,  an increase of 1.2%, as compared to 10.8% of net sales for last fiscal
year.


      OPERATING INCOME

      As the result of the above,  operating  income was $7.0  million for the
second  quarter ended  February 27, 1999, as compared to $5.4 million for last
fiscal year's comparable  quarter.  As a percent of net sales, the fiscal 1999
quarter had a 9.0% operating income, compared to 6.1% for last fiscal year.

      For the thirty-nine weeks ended February 27, 1999,  operating income was
$12.2 million, compared to $10.7 million for last fiscal year. As a percent of
net sales,  operating  income increased from 4.6% for the last fiscal year, to
5.4% for the current year.


                                      9

<PAGE>

      OTHER EXPENSE

      Other  expense  for the  third  quarter  ended  February  27,  1999  was
$659,000,  as  compared to other  income of $393,000  for the same period last
fiscal  year.  Net  interest  expense  increased  $488,000  and  other  income
decreased  $564,000  for the current  quarter as compared to the same  quarter
last year.  In  December  1997,  the Company  borrowed  $20 million in working
capital and, in the current  fiscal year,  had  additional  borrowings of $6.4
million.  During the third quarter last year,  the Company  received  $540,000
from two  insurance  claims.  As a percent of net  sales,  other  expense  has
increased from an income of .4% to an expense of .9% of net sales.

      For the  thirty-nine  weeks ended  February 27, 1999,  other expense was
$2.3 million, an increase of $1.3 million as compared to $1.1 million for last
fiscal year. Interest expense increased $280,000, for the current year, due to
the debt increase  mentioned above.  Other income  decreased  $975,000 for the
current year due to prior year's insurance  proceeds of $706,000 and a loss on
disposal of assets during the current  year. As a percent of net sales,  other
expense was 1% for this year, as compared to .4% for last year.


      INCOME TAXES

      As a result of the above, the Company's  pre-tax income was $6.3 million
for the quarter ended  February 27, 1999,  compared to pre-tax  income of $5.8
million  for last  year's  quarter.  For the  current  quarter,  an income tax
expense of $2.4 million was recorded with an effective  tax rate of 37.2%,  as
compared to an income tax expense of $2.1 million with and  effective  rate of
36.3% for last year's comparable quarter.

      The  Company's  pre-tax  income for the  thirty-nine  week period  ended
February  27, 1999 was $9.8  million,  compared to $9.7 million for last year.
For the current thirty-nine week period, an income tax expense of $3.7 million
was  recorded  with an effective  rate of 37.6%,  as compared to an income tax
expense  of $3.5  million  with an  effective  rate of 35.9%  for last  year's
comparable period.

      The  increase in the  Company's  effective  rate for the current  year's
quarter and year-to-date,  as compared to the effective rate for the Company's
comparable  period,  is due primarily to the decrease in  tax-exempt  interest
income.


      NET INCOME

      Net  income  for the third  quarter  ended  February  27,  1999 was $4.0
million, or $.30 per diluted share, compared to net income of $3.7 million, or
$.28 per diluted share for last fiscal year's third quarter.

      For the thirty-nine  week period ended February 27, 1999, net income was
$6.1 million, or $.46 per diluted share, compared to last fiscal year's income
of $6.2 million, or $.46 per diluted share.


      CAPITAL RESOURCES AND LIQUIDITY

      The Company's  working  capital at February 27, 1999 was $64.5  million,
compared to $56.6  million at May 30,  1998.  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 February 27, 1999. The Company's  long-term debt at
that date,  including current  maturities and capitalized  lease  obligations,
totaled $78.1 million.


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<PAGE>

      Substantially all trade receivables  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 February 27, 1999.

      For the thirty-nine  weeks ended February 27, 1999, $19.4 million in net
cash was  provided by operating  activities.  This  compares to $17.4  million
provided by operating  activities for the comparable  period last fiscal year.
For the current  thirty-nine week period,  $3.1 million was used for purchases
of property,  plant and  equipment,  and $6.6  million  used for  construction
projects in Chase,  Kansas and Waelder,  Texas. The Company,  as a 50% member,
invested  $1.5 million in  construction  of a joint  venture egg  operation in
Utah, Delta Egg Farm, LLC. Net cash of $4.4 million was received from sales of
property, plant and equipment. Additional long-term borrowings of $6.4 million
were  received and  repayments of $3.8 million were made.  Approximately  $1.5
million  was used in payment of stock  dividends  and  purchases  of  treasury
stock. The net result was an increase in cash of $13.7 million.

      At February 27, 1999,  the Company had expended,  since the start of the
project,  approximately  $20.0  million in the  construction  of new shell egg
production,  processing and feed mill facilities in Chase, Kansas. The Company
is financing  $13.5 million of the estimated  $24.0 million total project cost
through fixed rate industrial  revenue bonds maturing in fiscal 2011. Also, as
of that  date,  the  Company  had  expended,  since the start of the  project,
approximately  $4.1 million for  construction  of new shell egg production and
processing facilities in Waelder, Texas. The estimated cost of construction is
approximately $15.2 million with anticipated borrowings of approximately $10.4
million from an insurance company.

      The  Company  has  $3.2  million  of  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 the taxes on the cash
basis  temporary  differences  as of that date are generally  payable over the
next 20 years  beginning  in fiscal 1999 or in the first  fiscal year in which
there is a change in ownership  control.  Payment of the $3.2 million deferred
tax  liability  would  reduce  the  Company's  cash,  but would not impact the
Company's statement of operations or reduce the stockholders' equity, as these
taxes have been accrued and reflected on the Company's balance sheet.


      YEAR 2000 ISSUE

      The  Company  currently  has a  program  underway  to  ensure  that  all
significant  computer systems are substantially  Year 2000 compliant by fiscal
year ending May 29, 1999. The program is divided into three major  components:
(1)  identification of all information  technology  systems ("IT Systems") and
non-information  technology  systems ("Non-IT Systems") that are not Year 2000
compliant;  (2) repair or replacement of the identified non-compliant systems;
and (3) testing of the  repaired or replaced  systems.  The Company has no "in
house"  developed or  proprietary  IT Systems.  The Company uses  commercially
developed  software,  the majority of which is periodically  upgraded  through
existing  maintenance  contracts.  For part (1),  identification,  the initial
review  phase  has  been  completed.   Identification  will  continue  as  new
equipment, software and upgrades are installed and as the Company goes through
the testing phase of the program. Review of accounting and financial reporting
systems is  substantially  finished  and the Company is  continuing  to review
Non-IT  Systems  that  have  embedded  microprocessors  in  various  types  of
equipment.  Part (2),  repairing  and  replacing,  continues  primarily  under
maintenance  contracts with the Company's software vendors.  While most of the
Company's major systems are year 2000 compliant, the software vendors continue
to send new  programs,  upgrades  and  patches as they get into final  testing
stages of their  product.  None of the vendors  have,  to date,  indicated any
serious problems or delays in becoming Year 2000 compliant. Part (3), testing,
has begun and will  continue  until  vendors have  completed  all upgrades and
patches.  Testing should be substantially complete in the first quarter ending
in August 1999.

      The Company has been  contacting  key suppliers and customers  about the
Year 2000  issue.  While no  assurances  can be given that key  suppliers  and
business  partners  will remedy  their own Year 2000 issues,  the Company,  to
date, has not identified any material impact on its ability to continue normal


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<PAGE>

business  operations with suppliers or other third parties who fail to address
the issue.

      Actual costs associated with  implementation  of the Company's Year 2000
program  are  expected  to be  insignificant  to  the  Company's  consolidated
operations and financial  condition.  Costs of $50,000 to $100,000,  primarily
for hardware, are expected to be incurred.  Significantly,  all of these costs
are expected to be  capitalized  since the hardware  would have been  replaced
even if there were no Year 2000 issue.

      The Company will continue to monitor and evaluate the impact of the Year
2000 issue on its operations. Until the Company is into the final testing part
of its program,  the risks for potential  Year 2000  failures  cannot be fully
assessed.  Thus, the Company cannot now finalize  contingency plans until such
testing is complete.  These plans will be  developed  as  potential  Year 2000
failures are identified in the final testing stages.


ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

      Not applicable


                          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 third quarter of fiscal 1999.


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<PAGE>

                                  SIGNATURES

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

                                                CAL-MAINE FOODS, INC.
                                                (Registrant)


Date:  April 9, 1999                            /s/BOBBY J. RAINES
                                                ------------------
                                                Bobby J. Raines
                                                Vice President/Treasurer
                                                (Principal Financial Officer)


Date:  April 9, 1999                            /s/CHARLES F. COLLINS
                                                ---------------------
                                                Charles F. Collins
                                                Vice President/Controller
                                                (Principal Accounting Officer)


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