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 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 April 2, 1998.

          	Common Stock, $0.01 par value				       11,994,388 shares 

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


                             CAL-MAINE FOODS, INC.

                                    INDEX
<TABLE>
<S>                                                                  <C>
                                                       											   Page
Part I. 	Financial Information					                                	Number
                                                                    ------
	Item 1.		Condensed Consolidated Financial Statements

			Condensed Consolidated Balance Sheets -
			February 28, 1998 and May 31, 1997			       	                       3

			Condensed Consolidated Statements of Operations -
			Three Months and Nine Months Ended 
   February 28, 1998 and March 1, 1997			                              4

			Condensed Consolidated Statements of Cash Flow -
			Nine Months Ended February 28, 1998 and 
   March 1, 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 5.  Other Information                                           12

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

	Signatures									                                                  13
</TABLE>


 
                       PART I.  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

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

<TABLE>
<S>                                               <C>               <C>
                                               February 28, 1998  May 31, 1997
                                               -----------------  ------------
ASSETS                                            (unaudited)        (note)
Current assets:
     Cash and cash equivalents                     $  40,951         $  23,737
     Accounts receivable, net                         17,012            13,086
     Recoverable federal and state income taxes          162             1,137
     Inventories - note 2                             43,326            42,594
     Prepaid expenses and other current assets           583               986
                                                   ---------         ---------
Total current assets                                 102,034            81,540

Notes receivable and investments                       4,274             4,747
Other assets                                           1,744               661

Property, plant and equipment                        172,152           161,117
Less accumulated depreciation                        (72,385)          (65,771)
                                                   ---------         ---------
                                                     99,767            95,346
                                                   ---------         ---------
     TOTAL ASSETS                                  $ 207,819         $ 182,294
                                                   =========         =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable and accrued expenses         $  29,028         $  21,695
     Current maturities of long-term debt              4,314             4,540
     Current deferred income taxes                     9,915             9,915
                                                   ---------         ---------
Total current liabilities                             43,257            36,150

Long-term debt, less current maturities               72,236            59,896
Deferred expenses                                      1,655             1,655
Deferred income taxes                                  9,951             9,951
                                                   ---------         ---------
     Total liabilities                               127,099           107,652

Stockholders' equity:
     Common stock $0.01 par value per share:
        Authorized shares - 30,000,000
        Issued and outstanding shares - 
        17,565,200 at February 28,             
        1998 and May 31, 1997                            176               176
     Class A common stock $0.01 par value, 
        authorized and issued 1,200,000 shares            12                12
     Paid-in capital                                  18,785            18,785
     Retained earnings                                67,981            61,903
     Common stock in treasury - 5,570,812 
        shares at February 28, 1998 and 
        5,583,200 shares at May 31, 1997              (6,234)           (6,234)
                                                   ---------         ---------
     Total stockholders' equity                       80,720            74,642
                                                   ---------         ---------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $ 207,819         $ 182,294
                                                   =========         =========
</TABLE>
See note next page.  See notes to condensed consolidated financial statements.


                    CAL-MAINE FOODS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   (in thousands, except per share amounts)
                                 UNAUDITED
<TABLE>
<S>                      <C>            <C>           <C>            <C>
				        	                 13 Weeks Ended	          	   39 Weeks Ended	
                       Feb. 28, 1998  Mar. 1, 1997  Feb. 28, 1998  Mar. 1, 1997
                       -------------  ------------  -------------  ------------

Net sales                $ 89,344       $ 79,649      $ 232,502      $ 223,841
Cost of sales              74,416         60,521        196,668        177,016
                         --------       --------      ---------      ---------
     Gross profit          14,928         19,128         35,834         46,825
Selling, general and 
  administrative            9,509          7,497         25,093         21,739
                         --------       --------      ---------      ---------
     Operating income       5,419         11,631         10,741         25,086
Other income (expense):
     Interest expense, net   (446)          (891)        (2,146)        (3,070)
     Other                    839            628          1,095            907
                         --------       --------      ---------      ---------
                              393           (263)        (1,051)        (2,163)
                         --------       --------      ---------      ---------
     Income before 
       income taxes         5,812         11,368          9,690         22,923
Income tax expense          2,109          4,431          3,480          8,958
                         --------       --------      ---------      ---------
     NET INCOME          $  3,703       $  6,937      $   6,210      $  13,965
                         ========       ========      =========      =========
Net income per common share:
     Basic               $   0.28       $   0.54      $    0.47      $    1.17
                         ========       ========      =========      =========
     Diluted             $   0.28       $   0.53      $    0.46      $    1.14
                         ========       ========      =========      =========
Weighted average shares 
outstanding:
     Basic                 13,194         12,902         13,192         11,972
                         ========       ========      =========      =========
     Diluted               13,422         13,197         13,436         12,244
                         ========       ========      =========      =========
</TABLE>
Note:  The balance sheet at May 31, 1997 has been derived from the audited 
financial statements at that date but does not include all of the information 
and footnotes required by generally accepted accounting principles for 
complete financial statements.

See notes to condensed consolidated financial statements.



                   CAL-MAINE FOODS, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (in thousands)
                                 UNAUDITED
<TABLE>
<S>                                                  <C>            <C>
                                                         39 Weeks Ended
                                                   Feb. 28, 1998  Mar. 1, 1997
                                                   -------------  ------------

Cash flows from operating activities                 $ 17,404       $ 22,807

Cash flows from investing activities:
     Purchases of property, plant and equipment        (6,361)        (4,354)
     Purchase of shell egg production and processing 
       business                                        (2,037)             0
     Construction of production facilities             (5,578)        (6,552)
     Payments received on notes receivable and from 
       investments                                         93          1,814
     Increase in note receivable, investments and 
       other assets                                       521              0
     Net proceeds from sale of property, plant and 
       equipment                                          832            559
                                                     --------       --------
Net cash used in investing activities                 (12,530)        (8,533)

Cash flows from financing activities:
     Net proceeds from public stock offering                0         10,580
     Net proceeds from sale of Treasury Stock              79              0
     Additional long-term borrowings                   35,500          1,000
     Principal payments on long-term debt and 
       capital leases                                 (23,160)        (5,434)
     Purchases of common stock for treasury               (78)           (42)
     Redemption of fractional shares of common stock       (1)            (5)
                                                     --------       --------
Net cash provided by financing activities              12,340          6,099
                                                     --------       --------
Increase in cash and cash equivalents                  17,214         20,373

Cash and cash equivalents at beginning of period       23,737          3,959
                                                     --------       --------
Cash and cash equivalents at end of period           $ 40,951       $ 24,332
                                                     ========       ========
</TABLE>
See notes to condensed consolidated financial statements.



                   CAL-MAINE FOODS, INC. AND SUBSIDIARIES
            Notes to Condensed Consolidated Financial Statements
                    (in thousands, except share amounts)
                            February 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 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 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 28, 1998, and the results of operations for the thirteen and 
thirty-nine weeks ended February 28, 1998 and March 1, 1997, and the cash flows
for the thirty-nine weeks ended February 28, 1998 and March 1, 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 for fiscal year ended May 31,
1997 on Form 10K.

2.  Acquisition                       

	In November 1997, the Company purchased the inventories and equipment of a 
shell egg production and processing business for $2,037 and accounted for the 
transaction as a purchase.  In connection with the purchase, the Company leased
substantially all facilities of the business under operating leases with monthly
rentals of $22 through October 2004, with options to renew the leases for five
one-year terms.  The operating results of these assets acquired are included in
the consolidated statements of the Company for the period subsequent to the 
acquisition date.

3.  Inventories

	Inventories consisted of the following:
<TABLE>
<S>                              <C>                  <C>
                               Feb. 28, 1998        May 31, 1997
                               -------------        ------------

Flocks                           $ 27,147             $ 26,674
Eggs and egg products               4,172                4,030
Feed and supplies                   8,827                8,377
Livestock                           3,180                3,513
                                 --------             --------
                                 $ 43,326             $ 42,594
                                 ========             ========
</TABLE>
4.  Long-Term Debt

	In December 1997, the Company and three of its lenders agreed to revised terms,
amounts and interest rates for long-term debt extended to the Company.  The 
revised arrangements provide for a total of $40 million of borrowings under 
notes, with maturities ranging from 10 to 15 years at a weighted average fixed
interest rate of 7.10%.  Approximately $20 million of existing debt was 
refinanced and the Company was provided with an additional $20 million of 
working capital, of which $3.5 million has not been disbursed at this time.

5.  Impact of Recently Issued Accounting Standards

	In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings per Share."  Statement 128 replaced the calculation of primary 
and fully diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share excludes any 
dilutive effects of options, warrants and convertible securities.  Diluted 
earnings per share is very similar to the previously reported earnings per 
share.  All earnings per share have been presented, and where applicable, 
restated to conform to the Statement 128 requirements.


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

OVERVIEW

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

The Company's operations are fully integrated.  It owns facilities to hatch 
chicks, grow pullets, manufacture feed, and produce, process, manufacture and 
distribute shell eggs and egg products.  The Company currently is the largest
producer and distributor of fresh shell eggs in the United States.  Shell eggs
account for over 90% of the Company's net sales.  The Company primarily markets
its shell eggs in the southwestern, southeastern, mid-western and mid-Atlantic 
regions of the United States.  Shell eggs are sold directly by the Company 
primarily to national and regional supermarket chains.  Egg products are sold
both on a direct basis and through egg product brokers to institutional users, 
including manufacturers of baked goods, mayonnaise and confections.

The Company currently uses contract producers for approximately 33% of its total
egg production.  Contract producers operate under agreements with the Company 
for the use of their facilities in the production of shell eggs by layers owned
by the Company, which owns the eggs produced.  Also, some shell eggs are 
purchased for resale by the Company from other, outside producers.
	
The Company's operating income or loss is significantly affected by wholesale 
shell egg market prices, which can fluctuate widely and are outside of the 
Company's control.  Retail sales of shell eggs are greatest during the fall and
winter months and lowest during the summer months.  Prices for shell eggs 
fluctuate in response to seasonal factors and a natural increase in egg 
production during the spring and early summer.  

	The Company's cost of sales is materially affected by feed costs, which 
average about 50% of Cal-Maine's' total cost of eggs sold.  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.

	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 
report to be 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.  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.
	

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>
<S>                       <C>            <C>           <C>           <C>
                             								   Percentage of Net Sales
                             	13 Weeks Ended           		 39 Weeks Ended
                       Feb. 28, 1998  Mar. 1, 1997  Feb. 28, 1998  Mar. 1, 1997
                       -------------  ------------  -------------  ------------
Net sales                 100.0%         100.0%        100.0%        100.0%
Cost of sales              83.3           76.0          84.6          79.1
                          ------         ------        ------        ------ 
Gross profit               16.7           24.0          15.4          20.9
Selling, general & 
administrative             10.6            9.4          10.8           9.7
                          ------         ------        ------        ------
Operating income            6.1           14.6           4.6          11.2
Other expense               0.4           (0.3)         (0.4)         (1.0)
                          ------         ------        ------        ------
Income before taxes         6.5           14.3           4.2          10.2
Income tax expense          2.4            5.6           1.5           4.0 
                          ------         ------        ------        ------  
Net income                  4.1%           8.7%          2.7%          6.2%
                          ======         ======        ======        ======
</TABLE>
NET SALES

	Net sales for the third quarter of fiscal 1998 were $89.3 million, an increase
of $9.7 million, or 12.2%, as compared to net sales for the third quarter of 
fiscal 1997.  This increase is the net result of an increase in dozens sold, a 
decrease in price per dozen sold, and an increase in feed sales to outside egg
producers.  For the current quarter, 112.2 million dozens were sold as compared
to 96.1 million dozens for the third quarter last year, an increase of 16.1 
million dozens or 16.8%.  Purchases from outside producers accounted for 
approximately 65% of the increase in the number of dozens sold.  For the current
quarter, the Company's net average selling price per dozen was $.706, compared
to $.782 per dozen for the comparable quarter last year, a decrease of $.076 per
dozen or 9.7%.  The selling price decrease is due to increased production and
egg supply within the industry and lower export sales.  Average large shell egg
market prices decreased approximately $.083 per dozen for the current quarter as
compared to last year's quarter.  During the second quarter of this fiscal year,
the Company purchased and leased assets of a production, processing and 
marketing operation in Georgia.  For the current quarter, that location had 
$6.4 million in feed sales to outside egg producers and accounted for 8.1% of
the dozens sold.  As a percent of net sales for the current quarter, that 
acquisition accounted for 14.4% of net sales.  During the fourth quarter of the
last fiscal year, the Company also purchased production and processing assets of
another operation in Georgia.  For the current third quarter, these Georgia 
acquisitions combined accounted for 18.7% of net sales and 14.4 million dozens,
or 89%, of the increase in dozens sold.

	Net sales for the thirty-nine weeks ended February 28, 1998 were $232.5 
million, an increase over last year of $8.7 million, or 3.9%.  As in the current
quarter, the sales increase is the net result of an increase in dozens sold, 
a decrease in price per dozen sold, and an increase in feed sales to outside 
egg producers.  For the current year, dozens sold were 313.6 million dozen, 
an increase over last year of 32.7 million dozen, or 11.6%.  Increased company
production accounted for 13.8 million dozen, or 42.2%, of the increase in dozens
sold, with the balance from outside sources.  For the current period, the 
Company's net average selling price per dozen was $.675 per dozen, compared to
$.747 per dozen last year, a decrease of $.072 per dozen, or 9.6%.  Average 
large shell egg market prices decreased approximately $.077 per dozen for the 
current 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.  For the current thirty-nine weeks, the two Georgia 
acquisitions accounted for 12.3% of net dollar sales and 10.5% of the Company's
egg production.


	COST OF SALES

	Total cost of sales for the third quarter ended February 28, 1998 was $74.4 
million, an increase of $13.9 million, or 23%, over a cost of sales of $60.5 
million for the comparable period last year.  This increase is primarily the 
result of an increase in dozens sold and feed sold to outside producers.  Of
the increase in dozens sold, 65% was applicable to eggs purchased from outside
sources, which are at higher cost than eggs produced by the Company.
For the current quarter compared to last year, cost of feed per dozen eggs 
decreased and, due to lower shell egg market prices, cost per dozen of outside
eggs purchased decreased.  Feed cost per dozen for the third quarter ended 
February 28, 1998, was $.245 as compared to the cost per dozen of $.258 for 
the third quarter last year, a decrease of 5%.  A good 1997 harvest of corn 
and soybeans kept the cost of feed ingredients in the moderate range.  The 
decrease in egg selling prices resulted in a decrease of gross profit from 24%
of net sales in the quarter ended March 1, 1997 to 16.7% for the current 
quarter ended February 28, 1998.  

	For the thirty-nine week period ended February 28, 1998, total cost of sales 
was $196.7 million, an increase of $19.7 million, or 11.1%, over a cost of 
sales of $177.0 million for last year.  As in the current quarter above, the 
increase is the result of an increase in dozens sold and feed sold to 
outside producers.  The cost of feed per dozen eggs decreased, and cost per 
dozen of outside eggs purchased decreased.  Feed cost per dozen for the current
year was $.254, a decrease of $.033 per dozen, or 11.5%, as compared to last 
year's cost per dozen of $.287.  Last year's higher cost of feed ingredients 
was the result of poor crop conditions, as compared to a better crop and lower
cost of feed ingredients this year.  Although egg production and purchase 
costs decreased and dozens sold increased for the current thirty-nine week 
period, the decrease in egg selling prices resulted in a decrease in gross 
profit.  For the current year, gross profit was 15.4% of net sales, 
as compared to 20.9% for last year.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

	Selling, general and administrative expense for the third quarter ended 
February 28, 1998 was $9.5 million, an increase of $2.0 million, or 26.8%, as
compared to an expense of  $7.5 million for the comparable period last year.
This is the result of an increase in dozens sold, the acquisitions of two 
operations in Georgia, and increases in advertising and promotion of a new 
market for specialty eggs.  The current quarter selling and delivery expenses
for the Georgia operations accounted for $1.3 million of the $2.0 million 
increase in selling, general and administrative expenses over last year.  In
the third quarter of the current fiscal year, the Company expanded markets for
specialty eggs in New York City and other existing markets, resulting in an 
increase of approximately $500,000 in fees, promotions and commissions expenses
from the same quarter in the prior year.  When compared on a dozens sold basis,
selling, general and administrative expense was 8.5 cents per dozen for the 
current quarter as compared to 7.8 cents per dozen for last year's quarter, an 
increaseof 9%.  As a percent of net sales, selling, general and administrative 
expense has increased from 9.4% for the third quarter last year to 10.6% for the
current quarter.

	For the thirty-nine weeks ended February 28, 1998, selling, general and 
administrative expense was $25.1million, an increase of $3.4 million, or 15.4%,
as compared to $21.7 million for the same period last year.  The two Georgia 
acquisitions accounted for $2.6 million of the increase and the specialty egg
market expansion accounted for $700,000.  On a per dozen sold basis, selling,
general and administrative expense was 8 cents per dozen sold this year, 
compared to 7.7 cents per dozen sold for last year.  As a percent of net sales,
selling, general and administrative expense increased from 9.7% last year to 
10.8% for this year.


	OPERATING INCOME

	As the result of the above, operating income was $5.4 million for the third 
quarter ended February 28, 1998, as compared to $11.6 million for last year's 
comparable quarter.  As a percent of net sales, the fiscal 1998 quarter had a
6.1% operating income, compared to 14.6% for last year.

	For the thirty-nine weeks ended February 28, 1998, operating income was $10.7 
million, compared to $25.1 million for last year.  As a percent of net sales, 
operating income was 4.6% for the current year, as compared to 11.2% for last 
year.


	OTHER INCOME (EXPENSE)

	Other income for the third quarter ended February 28, 1998 was $393,000, as 
compared to an expense of $263,000 for the third quarter last year, an increase 
in income of $656,000.  For the current quarter, $540,000 was received from 
two insurance claims.  As a percent of net sales for the current quarter, 
other income was .4% as compared to other expense of .3% for last year.

	For the thirty-nine weeks ended February 28, 1998, other expense was $1.1 
million, a reduction of $1.1 million, as compared to other expense of $2.2 
million for last year's comparable period.  In addition to the $540,000 
insurance claims mentioned above, net interest expense for this year decreased
approximately $924,000.  Net interest expense was $2.1 million for this 
year as compared to $3.1 million for last year.  For the current year, interest 
income was $505,000 more than last year, and $311,000 more of capitalized 
interest was recorded.  As a percent of net sales, other expense decreased 
from 1% last year to .4% this year.


	INCOME TAXES

	As a result of the above, the Company's pre-tax income was $5.8 million for the
quarter ended February 28, 1998, compared to pre-tax income of $11.4 million for
last year's quarter.  For the current quarter, an income tax expense of $2.1 
million was recorded with an effective tax rate of 36.3%, as compared to an 
income tax expense of $4.4 million with and effective rate of 39% for last 
year's comparable quarter.

	The Company's pre-tax income for the thirty-nine week period ended February 28,
1998 was $9.7 million, compared to $22.9 million for last year.  For the current
thirty-nine week period, an income tax expense of $3.5 million was recorded with
an effective rate of 35.9%, as compared to an income tax expense of $9.0 
million with an effective rate of 39.1% for last year's comparable period.

	The Company's lower effective rate for the current quarter and year-to-date, as
compared to last year's effective rate, is due primarily to an increase in tax- 
exempt interest income as a percent of pretax income during the current year as
compared to the prior year.  In addition, the deferred tax liability and related
income tax expense increased in the prior year because the federal statutory 
rate increased to 35% from 34% because the Company's taxable income exceeded the
amount for which the maximum rate is required.


	NET INCOME

	Net income for the third quarter ended February 28, 1998 was $3.7 million, or 
$.28 per diluted share, compared to net income of $6.9 million, or $.53 per 
diluted share for last year's third quarter.

	For the thirty-nine week period ended February 28, 1998, net income was $6.2 
million, or $.46 per diluted share, compared to last year's net income of $14.0 
million, or $1.14 per diluted share.


	CAPITAL RESOURCES AND LIQUIDITY

	The Company's working capital at February 28, 1998 was $58.8 million, compared 
to $45.4 million at May 31, 1997.  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 28, 1998.  The Company's long-term debt at that date,
including current maturities and capitalized lease obligations, totaled $76.6 
million.

	In December 1997, the Company and three of its lenders agreed to revised terms,
amounts and interest rates for long-term debt extended to the Company.  The 
revised arrangements provide for a total of $40 million of borrowings under 
notes, with maturities ranging from 10 to 15 years at a weighted average fixed
interest rate of 7.10%.  Approximately $20 million of existing debt was 
refinanced and the Company was provided with an additional $20 million of 
working capital, of which $3.5 million has not been disbursed at this time.  

	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
28, 1998.

	For the thirty-nine weeks ended February 28, 1998, $17.4 million in net cash 
was provided by operating activities. This compares to net cash from operating 
activities of $22.8 million for the comparable period last year.  For  the 
current thirty-nine week period, additional long-term borrowings of $35.5 
million were received from the revised lending arrangements mentioned above. 
During this current period, $5.6 million was expended for construction of the 
Chase facility and $6.4 million was used for purchases of property, plant and 
equipment.  In November, $2.0 million was used to purchase the inventories and 
rolling stock of a shell egg production, processing and distribution business.  
In addition, principal payments of $23.2 million were made on long-term debt and
capital leases.  The net result of activities during the period was an increase
in cash and equivalents of $17.2 million.

	For the comparable thirty-nine week period last year, $22.8 million cash was 
provided by operating activities, and $1.0 million in long-term borrowings were
received through industrial revenue bonds.  Net proceeds of $10.6 million were
received from a public stock offering.  For the period last year, $6.6 million
was used for construction, $4.4 million was used for purchases of property, 
plant and equipment, and $5.4 million was used for repayment of long-term debt
and capital leases.  The net result during the period was an increase in cash
and equivalents of $20.4 million.

	At February 28, 1998, the Company had expended, since the start of the project,
approximately $17.1 million in the construction of the Chase facility.  The 
Company is financing approximately $13.5 million of the currently estimated 
$20.0 million to complete the project through industrial revenue bonds maturing
in 2011.  Borrowings under the industrial revenue bond agreement totaled $10.0 
million at February 28, 1998.  The Company has begun site preparation for 
construction of new shell egg production and processing facilities in Waelder, 
Texas.  The estimated cost of construction is approximately $13.9 million with 
financing plans of approximately $10.4 million in borrowings from an insurance 
company.

	
 YEAR 2000 ISSUE

 The Company currently has a program underway to ensure that all significant 
computer systems are year 2000 compliant.  All major systems are upgradeable 
with commercially available software packages.  The Company expects no material
impact from the year 2000 issue on its internal information systems or on its
ability to continue normal business operations with suppliers or other third 
parties who fail to address the issue.  The Company will continue to monitor
and evaluate the impact of the year 2000 on its operations.  Any costs
associated with implementation of the Company's year 2000 program would be
within normal expenditures for hardware and software.


	

                         PART II.	OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

 On March 30, 1998, the Company announced that it will discontinue production
of egg products at its plant in Jackson, Mississippi, effective in about 60
days.  The Jackson egg products facility represents less than 2% of the 
Company's total assets.  The Jackson plant, built 29 years ago, would require
extensive remodeling and refurbishing to continue to meet regulatory
requirements and operate efficiently.

 The Company plans to continue to be involved in the egg products business
by building or acquiring an egg products operation in the future at a location
not yet determined.

 The Company currently has an ownership interest in an egg products plant in 
Georgia.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

	a.	Exhibits
			       	The following Part I exhibit is filed herewith:
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           <S>        <C>
			       	Exhibit
			       	Number		   Exhibit
           -------    -------					
           27		       Financial data schedule
</TABLE>
	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 1998.  


                                 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.
<TABLE>
<S>                                   <C>
                            					     CAL-MAINE FOODS, INC.
					                                 (Registrant)

Date:  April 3, 1998   		             /s/ Bobby J. Raines
                                      ------------------------------
	                            				     Bobby J. Raines
                            					     Vice President/Treasurer
                                      (Principal Financial Officer)


Date:  April 3, 1998   		             /s/ Charles F. Collins
                                      ------------------------------
                            					     Charles F. Collins
                            					     Vice President/Controller
                                      (Principal Accounting Officer)

</TABLE>