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 November 28, 1998

                                      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 January 4, 1999.

      Common Stock, $0.01 par value                          11,811,188 shares

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

                                      1


<PAGE>

                             CAL-MAINE FOODS, INC.

                                     INDEX

                                                                         PAGE
PART I.           FINANCIAL INFORMATION                                 NUMBER

      Item 1.     Condensed Consolidated Financial Statements

                  Condensed Consolidated Balance Sheets - November
                  28, 1998 and May 30, 1998                                  3

                  Condensed Consolidated Statements of Operations -
                  Three Months and Six Months Ended November 28,
                  1998 and November 29, 1997                                 4

                  Condensed Consolidated Statements of Cash Flow -
                  Six Months Ended November 28, 1998 and November
                  29, 1997                                                   5

                  Notes to Condensed Consolidated Financial
                  Statements                                                 6

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


PART II.          OTHER INFORMATION

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


      Signatures                                                            13

                                 2


<PAGE>

                    PART I. FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

               CAL-MAINE FOODS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS
                (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                November 28, 1998        May 30, 1998
                                                                ------------------       -------------
                                                                      (unaudited)              (note)
<S>                                                                     <C>                 <C>
ASSETS
Current assets:
  Cash and cash equivalents                                             $  50,854           $  41,126
  Accounts receivable, net                                                 19,638              13,691
  Recoverable federal and state income taxes                                    -                 218
  Inventories                                                              37,542              41,437
  Prepaid expenses and other current assets                                   480                 791
                                                                        ----------          ----------
Total current assets                                                      108,514              97,263

Notes receivable and investments                                            6,133               5,373
Other assets                                                                1,209               1,183

Property, plant and equipment                                             167,382             170,912
Less accumulated depreciation                                             (72,006)            (71,543)
                                                                        ----------          ----------
                                                                           95,376              99,369
                                                                        ----------          ----------
  TOTAL ASSETS                                                          $ 211,232           $ 203,188
                                                                        ==========          ==========

LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
  Accounts payable and accrued expenses                                 $  28,356           $  25,756
  Current maturities of long-term debt                                      5,049               4,540
  Current deferred income taxes                                            10,376              10,376
                                                                        ----------          ----------
Total current liabilities                                                  43,781              40,672

Long-term debt, less current maturities                                    74,363              70,958
Deferred expenses                                                           1,655               1,716
Deferred income taxes                                                      10,295              10,295
                                                                        ----------          ----------
  Total liabilities                                                       130,094             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 November 28,
    1998 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                                                        68,924              67,031
  Common stock in treasury - 5,671,212 shares at November
    28, 1998 and 5,608, 212 shares at May 30, 1998                         (6,758)             (6,456)
                                                                        ----------          ----------
  Total stockholders' equity                                               81,138              79,547
                                                                        ----------          ----------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 211,232           $ 203,188
                                                                        ==========          ==========
</TABLE>
 See note next page. See notes to condensed consolidated financial statements.


                                 3

<PAGE>

               CAL-MAINE FOODS, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                              UNAUDITED

<TABLE>
<CAPTION>
                                                    13 Weeks Ended                             26 Weeks Ended
                                        November 28, 1998    November 29, 1997      November 28, 1998    November 29, 1997
                                        --------------------------------------      --------------------------------------
<S>                                         <C>                  <C>                   <C>                 <C>
Net sales                                   $  77,948            $  79,435             $ 146,733          $ 143,158
Cost of sales                                  60,645               63,999               123,349            122,252
                                            ----------           ----------            ----------         ----------
  Gross profit                                 17,303               15,436                23,384             20,906
Selling, general and administrative
                                                9,286                8,122                18,221             15,583
                                            ----------           ----------            ----------         ----------
  Operating income                              8,017                7,314                 5,163              5,323
Other income (expense):
  Interest expense, net                          (875)                (858)               (1,492)            (1,700)
  Other                                          (346)                 232                  (155)               255
                                            ----------           ----------            ----------         ----------
                                               (1,221)                (626)               (1,647)            (1,445)
                                            ----------           ----------            ----------         ----------

  Income before income taxes                    6,796                6,688                 3,516              3,878
Income tax expense                              2,542                2,444                 1,349              1,371
                                            ----------           ----------            ----------         ----------
  NET INCOME                                $   4,254            $   4,244             $   2,167          $   2,507
                                            ==========           ==========            ==========         ==========
Net income per common share:
  Basic                                     $     .32            $     .32             $     .17          $     .19
                                            ==========           ==========            ==========         ==========
  Diluted                                   $     .32            $     .32             $     .16          $     .19
                                            ==========           ==========            ==========         ==========
Weighted average shares Outstanding:
  Basic                                        13,115               13,194                13,131             13,191
                                            ==========           ==========            ==========         ==========
  Diluted                                      13,252               13,435                13,284             13,443
                                            ==========           ==========            ==========         ==========
</TABLE>

Note: 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.

See notes to condensed consolidated financial statements.

                                 4


<PAGE>

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

<TABLE>
<CAPTION>
                                                                             26 Weeks Ended
                                                              November 28, 1998          November 29, 1997
                                                              ------------------         -----------------
<S>                                                                   <C>                        <C>
Cash flows provided by operating activities                           $  9,631                   $  6,198

Cash flows from investing activities:
  Purchases of property, plant and equipment                            (2,251)                    (4,022)
  Construction of production facilities                                 (3,860)                    (4,345)
  Purchases of shell egg production and processing business                  -                     (2,037)
  Payments received on notes receivable and from investments               339                         62
  Increase in note receivable, investments and other assets             (1,125)                      (469)
  Net proceeds from sale of property, plant and equipment                3,655                        469
                                                                      ---------                  ---------
Net cash used in investing activities                                   (3,242)                   (10,342)

Cash flows from financing activities:

  Long-term borrowings                                                   6,350                      9,000
  Principal payments on long-term debt and capital leases               (2,436)                    (7,654)
  Purchases of common stock for treasury                                  (302)                       (78)
  Sale of common stock from treasury                                         -                         79
  Redemption of fractional shares of common stock                            -                         (1)
  Payment of dividends                                                    (273)                         -
                                                                      ---------                  ---------
Net cash provided by financing activities                                3,339                      1,346
                                                                      ---------                  ---------
Increase (decrease) in cash and cash equivalents                         9,728                     (2,798)

Cash and cash equivalents at beginning of period                        41,126                     23,737
                                                                      ---------                  ---------
Cash and cash equivalents at end of period                            $ 50,854                   $ 20,939
                                                                      =========                  =========
</TABLE>

See notes to condensed consolidated financial statements.

                                 5


<PAGE>

               CAL-MAINE FOODS, INC. AND SUBSIDIARIES
        Notes to Condensed Consolidated Financial Statements
                (in thousands, except share amounts)
                          November 28, 1998
                             (unaudited)

1.    Presentation of Interim Information

      The accompanying  unaudited condensed  consolidated financial statements
are presented in accordance with generally accepted accounting  principles for
interim  financial  information  and  with  the  instructions  to  Form  10-Q.
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 November  28,  1998,  and the results of
operations for the thirteen and  twenty-six  weeks ended November 28, 1998 and
November 29, 1997, and the cash flows for the twenty-six  weeks ended November
28, 1998 and November 29, 1997. 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.

2.    Inventories

      Inventories consisted of the following:

                                November 28, 1998          May 30, 1998
                                ---------------------------------------
      Flocks                            $  24,286             $  26,866
      Eggs and egg products                 2,882                 2,683
      Feed and supplies                     7,080                 8,736
      Livestock                             3,294                 3,152
                                ---------------------------------------
                                        $  37,542             $  41,437
                                =======================================

                                      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-Atlanti 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 Operations expressed
as a percentage of net sales.

<TABLE>
<CAPTION>
                                                              Percentage of Net Sales
                                                              -----------------------
                                                13 Weeks Ended                      26 Weeks Ended
                                        Nov. 28, 1998    Nov. 29, 1997      Nov. 28, 1998    Nov. 29, 1997
                                        ------------------------------      ------------------------------
<S>                                         <C>              <C>                <C>              <C>
Net sales                                   100.0 %          100.0 %            100.0 %          100.0 %
Cost of sales                                77.8             80.6               84.1             85.4
                                        ------------------------------      ------------------------------
Gross profit                                 22.2             19.4               15.9             14.6
Selling, general &                           11.9             10.2               12.4             10.9
administrative
                                        ------------------------------      ------------------------------
Operating income                             10.3              9.2                3.5              3.7
Other expense                                (1.6)             (.8)              (1.1)            (1.0)
                                        ------------------------------      ------------------------------
Income before taxes                           8.7              8.4                2.4              2.7
Income tax expense                            3.3              3.1                 .9              1.0
                                        ------------------------------      ------------------------------
Net income                                    5.4 %            5.3 %              1.5 %            1.7 %
                                        ==============================      ==============================
</TABLE>


NET SALES

      Net sales for the second  quarter of fiscal 1999 were $77.9  million,  a
decrease  of $1.5  million,  or 1.9% as  compared  to net sales for the second
quarter of fiscal 1998. Shell egg sales increased $2.5 million,  all due to an
increase in feed sales to outside egg  producers.  However,  the Company's egg
products division, which accounted for $ 2.1 million of consolidated net sales
in the second  quarter of fiscal 1998,  closed in May 1998,  and therefore did
not  contribute to net sales for the current second  quarter.  Dozens of shell
eggs sold for the current quarter were 107.3 million dozen, an increase of 4.0
million  dozen,  or 3.9%,  as compared to the second  quarter of fiscal  1998.
Purchases from outside egg producers  accounted for the increase in the number
of dozens sold.  For the current  quarter of fiscal 1999,  the  Company's  net
customer  average  selling price per dozen was $ .660,  compared to $ .717 per
dozen for the  comparable  quarter  last fiscal year, a decrease of $ .057 per
dozen,  or 8%. The selling price  decrease is due to increased  production and
egg supply within the industry and reduced export demand.

      Net sales for the  twenty-six  weeks ended November 28, 1998 were $146.7
million,  an increase of $3.6 million, or 2.5%, as compared to the same period
last fiscal year.  Shell egg sales increased $10.5 million,  with outside feed
sales  accounting  for $7.5 million of the  increase.  The closed egg products
division  accounted  for $ 3.4  million  of  consolidated  net  sales  for the
comparable  26 week period last  fiscal  year.  Dozens sold for the current 26
week  period were 213.6  million as compared to 201.4  million for last fiscal
year,  an  increase  of 6.0%.  The  increase  in dozens  sold was  provided by
purchases from outside producers.  For the current twenty-six week period, the
Company's net average selling price per dozen was $.617, compared to $.658 per
dozen last fiscal year, a decrease of $.041 per dozen,  or 6.2%.  As discussed
above, increased egg supply and weaker export demand were the primary cause of
reduced egg market prices.

COST OF SALES

      Total cost of sales for the second  quarter ended  November 28, 1998 was
$60.6 million,  a decrease of $3.4 million,  or 5.2%,  over a cost of sales of
$64.0  million for the  comparable  period last year.  The closed egg products
division  accounted  for $2.3  million  of the  decrease.  Lower  cost of feed
ingredients and lower cost of outside dozens  purchased made up the balance of
the decrease.  Feed cost per dozen for the second  quarter ended  November 28,
1998 was $.189 as  compared to last  fiscal  years cost per dozen of $.266,  a
decrease of 28.9%.  According to industry  reports,  the 1998 corn and soybean
harvest  was one of the largest in recent  years  which has  resulted in lower
cost of feed ingredients.  The current outlook calls for continuing  favorable
feed prices.  As mentioned in the net sales  discussion  above,  the number of
dozens  purchased  from  outside  producers  increased  to meet the  Company's

                                      8


<PAGE>

customer  requirements.  During  weaker egg  markets,  such as in the  current
period,  the Company is able to purchase  outside eggs at more  favorable  net
prices.  The decrease in egg selling  prices,  offset by  improvements  in egg
production  and purchased  egg costs,  resulted in an increase in gross profit
from 19.4% of net sales in the quarter  ended  November  29, 1997 to 22.2 % of
net sales for the current quarter .

      For the twenty-six  week period ended  November 28, 1998,  total cost of
sales was $123.3 million,  an increase of $1.1 million, or .9%, over a cost of
sales of $122.2  million for last year.  The closing of egg products  division
accounted  for a  decrease  of $ 3.5  million  ,offset  by  higher  shell  egg
operations cost of sales. The increase in shell egg cost of sales is primarily
from an increase in dozens sold at lower cost per dozen of eggs  produced  and
purchased  from other  producers.  For the  current  twenty-six  week  period,
purchases  of eggs from outside  producers  totaled  52.6  million  dozen,  an
increase  of 12.8  million  dozen,  or 32%,  over last fiscal  year's  outside
purchases.  As discussed  above,  these eggs were  purchased at more favorable
prices  for the  current  fiscal  year.  Feed cost per  dozen for the  current
twenty-six  week period was $ .198 per dozen,  compared to $ .258 per dozen, a
decrease of 23.3%.  As discussed  above,  the decrease in feed ingredient cost
was due to a larger  crops in 1998.  Although  egg  selling  prices  declined,
improved egg production and lower  purchased egg costs were  sufficient for an
increase in gross profits to 15.9% of net sales from 14.6% for the  twenty-six
week period ended November 27,1997.

      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

      Selling, general and administrative expense for the second quarter ended
November 28, 1998 was $9.3 million,  an increase of $1.2 million, or 14.3%, as
compared to the $8.1  million  for last  fiscal  year's  second  quarter.  The
increase is due to an  impairment  charge on a  production  facility  that was
closed during the period,  and increased  payroll and employee  benefit costs.
Under FASB Statement 121 "ACCOUNTING  FOR THE IMPAIRMENT OF LONG-LIVED  ASSETS
AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF", the Company incurred a charge of
$500,000  in costs to phase  out and  prepare  for  disposition  a  production
facility.  The  facility  includes  a feed  mill  as well  as  production  and
distribution  facilities.  With the acquisitions made in November 1997 and the
increase  in sales  volume the  second  quarter of the  current  fiscal  year,
payroll and overhead costs have increased  approximately  $300,000 as compared
to the same period in last fiscal year.  Employee  health  benefit  costs have
increased approximately $300,000 due to an increase in the number of employees
and  increased  cost of claims.  As a percent of sales,  selling,  general and
administrative  expenses  have  increased  from 10.2% for last  year's  second
quarter to 11.9% for the second quarter of the current fiscal year.

      For the twenty-six weeks ended November 28, 1998,  selling,  general and
administrative  expense was $18.2  million,  an increase of $2.6  million,  or
16.9%,  as compared to $15.6 million for the same period last fiscal year. The
increase  follows  the  same  expense  categories  as in the  current  quarter
discussed above, including the $500,000 FASB Statement 121 charge. Payroll and
overhead  increased  $460,000,  employee health benefits are up $650,000,  and
delivery  costs are up  $600,000.  In addition to these costs,  franchise  and
promotional  expenses  increased $300,000 over the same twenty-six week period
in the last fiscal year.  In the second  quarter of fiscal  1998,  the Company
began opening new markets for specialty  brand eggs,  primarily THE EGG-LAND'S
BEST franchise in New York City. Sales of these specialty brand eggs increased
from 3.1% of egg sales last fiscal year to 5.3% of egg sales this fiscal year.
As a percent of net sales,  selling,  general and administrative  expenses was
12.4% for the  current  twenty-six  weeks,  as  compared to 10.9% for the same
period in the last fiscal year.

      OPERATING INCOME

      As the result of the above,  operating  income was $8.0  million for the
second  quarter ended  November 28, 1998, as compared to $7.3 million for last
fiscal year's comparable  quarter.  As a percent of net sales, the fiscal 1999
quarter had a 10.3% operating profit, compared to 9.2% for last fiscal year.

      For the twenty-six  weeks ended November 28, 1998,  operating income was
$5.2  million,  compared to $5.3 million for last fiscal year. As a percent of
net sales,  operating  income  decreased to 3.5% for the current  fiscal year,
from 3.7% for the same twenty-six week period in last fiscal year.

                                      9


<PAGE>

      OTHER EXPENSE

      Other expense for the second  quarter ended  November 28, 1998 was $ 1.2
million,  an increase of $600,000 as compared to the second quarter last year.
For the  current  quarter  there  were  uninsured  losses and  deductibles  of
$200,000 and a $400,000 loss on disposals of property, plant and equipment. As
a percent  of net  sales,  other  expense  increased  from .8% for the  second
quarter of last fiscal year to 1.6% for the same quarter in this fiscal year.

      For the twenty-six weeks ended November 28, 1998, other expense was $1.6
million, an increase of $200,000, as compared to $ 1.4 million for last fiscal
year.  Net  interest  expense  decreased  $200,000  and loss on  disposals  of
property,  plant and equipment increased $400,000.  As a percent of net sales,
other  expenses was 1.1% for the first  twenty-six  week period of this fiscal
year, as compared to 1.0% for last year's comparable period.


      INCOME TAXES

      As a result of the above, the Company's  pre-tax income was $6.8 million
for the quarter ended  November 28, 1998,  compared to pre-tax  income of $6.7
million  for last  year's  quarter.  For the  current  quarter,  an income tax
expense of $2.5 million was recorded with an effective  tax rate of 37.4%,  as
compared to an income tax expense of $2.4 million with and  effective  rate of
36.5% for last year's comparable quarter.

      The  Company's  pre-tax  income for the  twenty-six  week  period  ended
November  28, 1998 was $3.5  million,  compared to $3.9 million for last year.
For the current  twenty-six week period, an income tax expense of $1.3 million
was  recorded  with an effective  rate of 38.4%,  as compared to an income tax
expense  of $1.4  million  with an  effective  rate of 35.4%  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  second  quarter  ended  November  28,  1998 was $4.3
million,  or $.32 per basic share,  compared to net income of $4.2 million, or
$.32 per basic share for last fiscal year's second quarter.

      For the  twenty-six  week period ended November 28, 1998, net income was
$2.2  million,  or $.17 per basic  share,  compared to last fiscal  year's net
income of $2.5 million, or $.19 per basic share for the same period.

      CAPITAL RESOURCES AND LIQUIDITY

      The Company's  working  capital at November 28, 1998 was $64.7  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 November 28, 1998. The Company's  long-term debt at
that date,  including current  maturities and capitalized  lease  obligations,
totaled $79.4 million.

      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

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long-term borrowings;  and (3) maintain various current and cash-flow coverage
ratios,  among other  restrictions.  The Company was in compliance  with these
provisions at November 28, 1998.

      For the twenty-six  weeks ended  November 28, 1998,  $9.6 million in net
cash was provided by operating  activities.  This compares to net cash of $6.2
million provided by operating activities for the comparable period last fiscal
year.  For the  current  twenty-six  week  period,  $2.3  million was used for
purchases  of  property,  plant  and  equipment,  and  $3.9  million  used for
construction  projects in Chase, Kansas and Waelder,  Texas. The Company, as a
50% member, invested $900,000 in construction of a joint venture egg operation
in Utah, Delta Egg Farm, LLC. Net cash of $3.9 million was received from sales
of  property,  plant and  equipment,  and from  notes  receivable.  Additional
long-term  borrowings  of $6.4 million were  received and  repayments  of $2.4
million  were  made.  Approximately  $600,000  was  used in  payment  of stock
dividends and purchases of treasury  stock.  The net result was an increase in
cash of $9.7 million.

      At November 28, 1998,  the Company had expended,  since the start of the
project,  approximately  $19.4  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  $21.5 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  $2.5 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  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 should be finished in the fiscal fourth  quarter  ending May 29,
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
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  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

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<PAGE>

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.

PART II.    OTHER INFORMATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

      a.    Exhibits

            The following Part I exhibit is filed herewith:

            Exhibit
            Number           Exhibit
            -------          -------
            27               Financial data schedule

      b.    Reports on Form 8-K

      No Current Report on Form 8-K was filed by the Company covering an event
during the second quarter of fiscal 1999.

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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 7, 1999                          /s/BOBBY J. RAINES
                                                ------------------
                                                Bobby J. Raines
                                                Vice President/Treasurer
                                                (Principal Financial Officer)

Date:  January 7, 1999                          /s/CHARLES F. COLLINS
                                                ---------------------
                                                Charles F. Collins
                                                Vice President/Controller
                                                (Principal Accounting Officer)

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