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 August 27, 2005

OR

||_| | Transition
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|--- | ----------------------------------------------------------------------------------------

For the transition
period from ____________ to ____________

Commission file number:
000-04892

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

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

3320 Woodrow Wilson
Avenue, Jackson, Mississippi 39209  (Address of principal executive offices) (Zip Code)

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

Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

Yes  X No

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

Yes  X No

Number
of shares outstanding of each of the issuers classes of common stock (exclusive of
treasury shares), as of October 3, 2005.

|Common Stock, $0.01 par value         | 21,094,891 shares
|------------------------------------- | -----------------
|Class A Common Stock, $0.01 par value | 2,400,000 shares 

---

# CAL-MAINE FOODS, INC.
AND SUBSIDIARIES

# INDEX

|           |                                                             | PageNumber
|---------- | ----------------------------------------------------------- | ----------
|Part I.    | Financial Information                                       |           
|Item 1.    | Condensed Consolidated Financial Statements (Unaudited)    
|           | Condensed Consolidated Balance Sheets -                    
|           | August 27, 2005 and May 28, 2005                            | 3         
|           | Condensed Consolidated Statements of Operations -          
|           | Thirteen Weeks Ended August 27, 2005 and                   
|           | August 28, 2004                                             | 4         
|           | Condensed Consolidated Statements of Cash Flow -           
|           | Thirteen Weeks Ended August 27, 2005 and                   
|           | August 28, 2004                                             | 5         
|           | Notes to Condensed Consolidated Financial Statements        | 6         
|Item 2.    | Management's Discussion and Analysis of                    
|           | Financial Condition and Results of Operations               | 8         
|Item 3.    | Quantitative and Qualitative Disclosures of Market Risk     | 12        
|Item 4.    | Controls and Procedures                                     | 12        
|Part II.   | Other Information                                          
|Item 1.    | Legal Proceedings                                           | 13        
|Item 2.    | Unregistered Sales of Equity Securities and Use of Proceeds | 14        
|Item 5.    | Other Informtion                                            | 14        
|Item 6.    | Exhibits                                                    | 14        
|Signatures |                                                             | 15        

2

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# PART I. FINANCIAL
INFORMATION

# ITEM 1. FINANCIAL
STATEMENTS

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

|                                                             
|-------------------------------------------------------------
|(unaudited)                                                  
|ASSETS                                                       
|Current assets:                                              
|Cash and cash equivalents                                    
|Investments                                                  
|Trade and other receivables                                  
|Recoverable federal and state income taxes                   
|Inventories                                                  
|Prepaid expenses and other current assets                    
|                                                             
|Total current assets                                         
|Notes receivable and investments                             
|Goodwill                                                     
|Other assets                                                 
|Property, plant and equipment                                
|Less accumulated depreciation                                
|                                                             
|                                                             
|                                                             
|TOTAL ASSETS                                                 
|                                                             
|LIABILITIES AND STOCKHOLDERS' EQUITY                         
|Current liabilities:                                         
|Accounts payable and accrued expenses                        
|Current maturities of long-term debt                         
|Deferred income taxes                                        
|                                                             
|Total current liabilities                                    
|Long-term debt, less current maturities                      
|Other non-current liabilities                                
|Deferred income taxes                                        
|                                                             
|Total liabilities                                            
|Stockholders' equity:                                        
|Common stock $0.01 par value per share:                      
|Authorized shares - 60,000                                   
|Issued and outstanding shares - 35,130 at August 27, 2005 and
|May 28, 2005                                                 
|Class A common stock $0.01 par value, authorized, issued and 
|outstanding 2,400 shares at August 27,2005 and May 28,2005   
|Paid-in capital                                              
|Retained earnings                                            
|Common stock in treasury-14,035 shares at August 27, 2005    
|and 14,043 at May 28, 2005                                   
|                                                             
|Total stockholders' equity                                   
|                                                             
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   
|                                                             

See notes to condensed consolidated
financial statements.

3

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

|                                    
|------------------------------------
|August 27, 2005                     
|Net sales                           
|Cost of sales                       
|                                    
|Gross profit                        
|Selling, general and administrative 
|                                    
|Operating loss                      
|Other income (expense):             
|Interest expense, net               
|Other                               
|                                    
|                                    
|                                    
|Loss before income taxes            
|Income tax benefit                  
|                                    
|Net loss                            
|                                    
|Net loss per common share:          
|Basic                               
|                                    
|Diluted                             
|                                    
|Dividends per common share          
|                                    
|Weighted average shares outstanding:
|Basic                               
|                                    
|Diluted                             
|                                    

See notes to condensed consolidated
financial statements.

4

---

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

|                                                           
|-----------------------------------------------------------
|August 27, 2005                                            
|Cash provided by (used in) operations                      
|Investing activities:                                      
|Net decrease in investments                                
|Purchases of property, plant and equipment                 
|Payments received on notes receivable and from investments 
|Increase in notes receivable and investments               
|Net proceeds from disposal of property, plant and equipment
|                                                           
|Net cash provided by  investing activities                 
|Financing activities:                                      
|Purchases of common stock for treasury                     
|Proceeds from issuance of common stock from treasury       
|Principal payments on long-term debt                       
|Payments of dividends                                      
|                                                           
|Net cash used in financing activities                      
|                                                           
|Net change in cash and cash equivalents                    
|Cash and cash equivalents at beginning of period           
|                                                           
|Cash and cash equivalents at end of period                 
|                                                           

See notes to condensed consolidated
financial statements.

5

---

CAL-MAINE FOODS, INC.
AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements  (in thousands,
except share amounts)  August 27, 2005 (unaudited)

|1. | Presentation
of Interim Information
|-- | -----------------------------------

The
accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, considered necessary for a fair
presentation have been included. Operating results for the thirteen weeks ended August 27,
2005 are not necessarily indicative of the results that may be expected for the year
ending June 3, 2006.

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

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

# Hillandale Acquisition

We
have entered into an Agreement to Form a Limited Liability Company, Transfer Assets
Thereto, and Purchase Units of Membership Therein, dated July 28, 2005, with Hillandale
Farms, Inc. and Hillandale Farms of Florida, Inc. (together, Hillandale), and
the Hillandale shareholders (the Agreement). Hillandales production
facilities are principally located in Florida, where it began operations over 30 years
ago. Hillandale has a strong marketing presence in Florida, Georgia and Alabama. When
completed, the Hillandale acquisition is expected to increase our current egg production
capacity by approximately 30%.

Under
the terms of the Agreement, we will acquire a majority interest in a new Florida limited
liability company, named Hillandale, LLC, into which the two Hillandale companies will
transfer substantially all their operational assets and liabilities. The two Hillandale
companies will be the initial members of Hillandale, LLC, for formation purposes. Upon the
completion of an evaluation of the assets and liabilities to be transferred to Hillandale,
LLC, as agreed to by the parties to the Agreement, we will purchase 51% of the Units of
Membership in Hillandale, LLC. The remaining 49% of the Units of Membership in Hillandale,
LLC, are to be acquired in essentially equal annual installments over a four-year period,
with the purchase price of the units equal to their book value as calculated in accordance
with the terms of the Agreement. The acquisition will be made for cash, from our available
funds, and borrowings to the extent necessary. We will acquire our initial 51% interest in
Hillandale, LLC, at a presently estimated cost of approximately $26 to $29 million,
subject to adjustment upwards or downwards, based upon the valuations agreed upon by the
parties to the Agreement.

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

During
2004, Hillandale sold approximately 129.3 million dozen eggs produced by its flock of
approximately 5.5 million layers at eight production facilities located in Florida and
Alabama, including approximately 3.9 million dozen produced under contract arrangements
with others. Like us, Hillandale is a fully integrated producer with its own feed mills,
hatchery, production, processing and distribution facilities.

6

---

# Stock Based Compensation

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

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

|                                    
|------------------------------------
|Aug. 27, 2005                       
|Net loss                            
|Add: Stock-based employee           
|compensation expense included in    
|reported net loss                   
|Deduct: Total stock-based employee  
|compensation expense determined     
|under fair value-based method for   
|all awards                          
|                                    
|Pro forma net loss                  
|                                    
|Loss per share:                     
|Basic-as reported                   
|                                    
|Basic-pro forma                     
|                                    
|Diluted-as reported                 
|                                    
|Diluted-pro forma                   
|                                    
|Weighted average shares outstanding:
|Basic                               
|Diluted                             

# New Stock Option Plan
and New Stock Appreciation Rights Plan

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

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

7

---

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

Inventories
consisted of the following:

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

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

On
August 3, 2004, our Board of Directors approved the repurchase of up to 2,000,000 shares
of our common stock by July 31, 2005. The repurchase program, in which approximately
942,000 shares were repurchased, expired on July 31, 2005. We do not have any other stock
repurchase programs. No shares were repurchased in the quarter ended August 27, 2005.

|4. | Legal
Proceedings
|-- | -----------------

We
are  defendants  in certain  legal  actions.  It is our  opinion,  based on advice of
legal  counsel,  that the  outcome of these actions will not have a material adverse
effect on our consolidated financial position or operations. Please refer to Part II,
Item 1, of this report for description of certain pending legal proceedings.

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

Basic
loss per share is based on the weighted average common shares outstanding. Diluted loss
per share includes any dilutive effects of options and warrants. Options and warrants
representing 121,400 shares were excluded from the calculation of diluted earnings
per share for the thirteen week period ended August 27, 2005 because of the net loss for
the period.

# ITEM 2. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This
report contains numerous forward-looking statements relating to our shell egg business,
including estimated production data, expected operating schedules, expected capital costs
and other operating data. Such forward-looking statements are identified by the use of
words such as believes, intends, expects,hopes, may, should, plan,projected, contemplates, anticipates or
similar words. Actual production, operating schedules, results of operations and other
projections and estimates could differ materially from those projected in the
forward-looking statements. The factors that could cause actual results to differ
materially from those projected in the forward-looking statements include (i) the risk
factors set forth under Item 1 of our Annual Report on Form 10-K for the fiscal year
ended May 28, 2005, (ii) the risks and hazards inherent in the shell egg business
(including disease, pests, and weather conditions), (iii) changes in the market prices of
shell eggs, and (iv) changes or obligations  that could result from our future
acquisition of new flocks or businesses. Readers are cautioned not to put undue reliance
on forward-looking statements. We disclaim any intent or obligation to update publicly
these forward-looking statements, whether as a result of new information, future events
or otherwise.

8

---

OVERVIEW

Cal-Maine
Foods, Inc. (we, us, our, or the Company)
is primarily engaged in the production, grading, packaging, marketing and distribution of
fresh shell eggs. Our fiscal year end is the Saturday closest to May 31.

Our
operations are fully integrated. At our facilities we hatch chicks, grow and maintain
flocks of pullets (young female chickens, usually under 20 weeks of age), layers (mature
female chickens) and breeders (male or female birds used to produce fertile eggs to be
hatched for egg production flocks), manufacture feed, and produce, process and distribute
shell eggs. We are the largest producer and marketer of shell eggs in the United States.
We market the majority of our shell eggs in 28 states, primarily in the southwestern,
southeastern, mid-western and mid-Atlantic regions of the United States. We market our
shell eggs through our extensive distribution network to a diverse group of customers,
including national and regional grocery store chains, club stores, foodservice
distributors and egg product manufacturers.

We
currently produce approximately 75% of the total number of shell eggs sold by us, with
approximately 13% of such total shell egg production being through the use of contract
producers. Contract producers operate under agreements with us for the use of their
facilities in the production of shell eggs by layers owned by us. We own the shell eggs
produced under these arrangements. Approximately 25% of the total number of shell eggs
sold by us is purchased from outside producers for resale, as needed, by us.

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

Our
operating income or loss is significantly affected by wholesale shell egg market prices,
which can fluctuate widely and are outside of our control. Retail sales of shell eggs are
generally greatest during the fall and winter months and lowest during the summer months.
Prices for shell eggs fluctuate in response to seasonal factors and a natural increase in
egg production during the spring and early summer.

Our
cost of production is materially affected by feed costs, which average about 55% of our
total shell egg production cost. Changes in feed costs result in changes in cost of goods
sold. The cost of feed ingredients is affected by a number of supply and demand factors
such as crop production and weather, and other factors, such as the level of grain
exports, over which we have little or no control.

RESULTS OF OPERATIONS

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

|                                 
|---------------------------------
|13 Weeks Ended                   
|August 27, 2005                  
|Net sales                        
|Cost of sales                    
|                                 
|Gross profit                     
|Selling, general & administrative
|                                 
|Operating  loss                  
|Other expense                    
|                                 
|Loss before taxes                
|Income tax benefit               
|                                 
|Net loss                         
|                                 

9

---

| | NET
SALES
| | ---------

Approximately
95% of our net sales consist of shell egg sales with the 5% balance consisting of
incidental feed sales to outside egg producers. Net sales for the first quarter of fiscal
2006 were $79.8 million, a decrease of $22.2 million, or 21.8%, as compared to net sales
of $102.0 million for the first quarter of fiscal 2005. Total eggs sold and egg selling
prices decreased in the current fiscal 2006 quarter as compared to the same fiscal 2005
quarter. Dozens sold for the 2006 current quarter were 135.5 million dozen, a decrease of
10.1 million dozen, or 6.9%, as compared to the first quarter of fiscal 2005. Our net
average selling price per dozen for the fiscal 2006 first quarter was $.555, compared to
$.674 for the first quarter of fiscal 2005, a decrease of 17.7%. Our net average selling
price is the blended price for all sizes and grades of shell eggs, including non-graded
egg sales, breaking stock and undergrades. During fiscal 2004, consumer demand increased
and egg producers increased egg supply to meet the demand. Early in fiscal 2005, consumer
demand decreased to normal levels, but egg supply continued at the higher levels,
resulting in a drop in egg selling prices through the remainder of fiscal 2005 and
continuing through the first quarter of fiscal 2006. There has been a reduction in the
nations laying flock numbers, which currently has created a more favorable balance
of egg supply and demand.

| | COST
OF SALES
| | -------------

Cost
of sales consists of costs directly related to production and processing of shell eggs,
including feed costs, and purchases of shell eggs from outside egg producers. Cost of
sales for the first quarter of fiscal 2006 was $78.8 million, a decrease of $12.5 million,
or 13.71%, as compared to the cost of sales of $91.3 million for the first quarter of
fiscal 2005. The decrease is due to decreases in dozen sold, cost of feed, and in cost of
purchases from outside egg producers. The decrease in dozens sold resulted from reduced
production in Company operations and reduced eggs purchases from outside producers. Due to
the decrease in egg selling prices, the cost of outside purchases decreased. Feed cost per
dozen for the fiscal 2006 first quarter was $.219, compared to $.270 per dozen for the
comparable fiscal 2005 first quarter, a decrease of 18.9%. On a cost per dozen sold basis,
excluding the feed cost decrease, cost of sales was approximately the same for the current
and last year first fiscal quarters. The decrease in egg selling prices exceeded the
decrease in cost of sales and resulted in a decrease in gross profit from 10.5% of net
sales for the quarter ended August 28, 2004 to 1.2% of net sales for the current quarter
ended August 27, 2005.

| | SELLING,
GENERAL AND ADMINISTRATIVE EXPENSES
| | --------------------------------------------

Selling,
general and administrative expenses include costs of marketing, distribution, accounting
and corporate overhead. Selling, general and administrative expense for the first quarter
of fiscal 2006 was $10.9 million, a decrease of $745,000, or 6.4%, as compared to the
expense of $11.7 million for the comparable period last fiscal year. Most of the decrease
is due to a decrease in salaries and related benefits expense and salary incentive program
expenses. Costs were also decreased in legal expenses due to the settlement of certain
litigation in last fiscal year and in general business insurance premiums for the current
fiscal year. On a cost per dozen sold basis, selling, general and administrative expense
remained approximately the same range, from $.080 per dozen for the first quarter of
fiscal 2005 to $.081 per dozen for the current fiscal 2006 quarter. Although expenses
decreased, the net sales decrease for the current 2006 quarter resulted in selling,
general and administrative expense increasing from 11.5% of net sales for the 2005 fiscal
quarter to 13.7% for fiscal 2006.

10

---

| | OPERATING
LOSS
| | --------------

As
a result of the above, operating loss was $9.9 million for the first quarter of fiscal
2006, as compared to operating loss of $981,000 for fiscal 2005 first quarter. As a
percent of net sales, the first fiscal 2006 quarter had operating loss of 12.5% of net
sales, compared to an operating loss of 1.0% for the first quarter of fiscal 2005.

| | OTHER
INCOME (EXPENSE)
| | ----------------------

Other
income or expense consists of costs or income not directly charged to, or related to,
operations such as interest expense and equity in income (loss) of affiliates. Other
expense for the first quarter ended August 27, 2005 was $2.1 million, an increase of $1.7
million, as compared to $416,000 for the quarter ended August 28, 2004. Although debt
balances were lower for the first fiscal 2006 quarter as compared to the fiscal 2005
quarter, net interest expense increased $568,000, due to lower interest income received
from reduced cash investment balances. Other expense was $449,000 for the 2006 first
quarter as compared to other income of $711,000 for fiscal 2005 first quarter. All of the
other expense increase, $1.2 million, was due to equity in losses of affiliates. As a
percent of net sales, other expense increased from 0.4% for fiscal 2005 first quarter to
2.7% for fiscal 2006 first quarter.

| | INCOME
TAXES
| | ------------

As
a result of the above, we had a pre-tax loss of $12.1 million for the quarter ended August
27, 2005, compared to pre-tax loss of $1.4 million for the quarter ended August 28, 2004.
For the current 2006 first quarter, an income tax benefit of $4.0 million was recorded
with an effective tax rate of 33.0%, as compared to an income tax benefit of $510,000 with
an effective tax rate of 36.5% for the fiscal 2005 first quarter.

| | NET
LOSS
| | --------

As
a result of the above, the net loss for the first quarter ended August 27, 2005 was $8.1
million, or $.35 per basic and diluted share, compared to a net loss of $887,000, or $.04
per basic and diluted share for the quarter ended August 28, 2004. As a percent of net
sales, the net loss was 10.2% for the quarter ended August 27, 2005, compared to a net
loss of 0.9% for the quarter ended August 28, 2004.

| | CAPITAL
RESOURCES AND LIQUIDITY
| | -------------------------------

Our
working capital at August 27, 2005 was $68.8 million compared to $73.6 million at May 28,
2005. Our current ratio was 2.35 at August 27, 2005 as compared with 2.41 at May 28, 2005.
Our need for working capital generally is highest in the last and first fiscal quarters
ending in May and August, respectively, when egg prices are normally at seasonal lows.
Seasonal borrowing needs frequently are higher during these quarters than during other
fiscal quarters. We have a $35.0 million line of credit with three banks, $2.6 million of
which was utilized as a standby letter of credit at August 27, 2005. Our long-term debt at
August 27, 2005, including current maturities, amounted to $81.3 million, as compared to
$83.0 million at May 28, 2005.

For
the thirteen weeks ended August 27, 2005, $8.2 million in net cash was used in operating
activities. This compares to net cash provided of $234,000 for the same period in last
fiscal year. In the current 2006 fiscal quarter, approximately $14.4 million was provided
from the maturity of short-term investments and net $866,000 was provided from notes
receivable and investments. Approximately $1.5 million was provided from disposal of
property, plant and equipment and $1.6 million was used for purchases of property, plant
and equipment. Approximately $46,000 was provided by issuance of common stock, $292,000
was used for payments of dividends on common stock and $1.7 million was used for principal
payments on long-term debt. The net result of these activities was an increase in cash of
approximately $5.0 million since May 28, 2005.

Substantially
all trade receivables and inventories collateralize our revolving line of credit and
property, plant and equipment collateralize our long-term debt under our loan agreements
with our lenders. Unless otherwise approved by our lenders, we are required by provisions
of these loan agreements to (1) maintain minimum levels of working capital (ratio of not
less than 1.25 to 1) and net worth (minimum of $90.0 million tangible net worth); (2)
limit dividends to an aggregate amount not to exceed $500,000 per quarter (allowed if no
default), capital expenditures (not to exceed depreciation for the same four fiscal
quarters), lease obligations and additional long-term borrowings (total funded debt to
total capitalization not to exceed 55%); and (3) maintain various current and cash-flow
coverage ratios (1.25 to 1), among other restrictions. At August 27, 2005, we were in
compliance with the provisions of all loan agreements. Under certain of the loan
agreements, the lenders have the option to require the prepayment of any outstanding
borrowings in the event we undergo a change in control.

11

---

Under
the terms of our Agreement with Hillandale and the Hillandale shareholders, the egg
production and marketing operations to be acquired and liabilities to be assumed by us
will be transferred to a new Florida limited liability company named Hillandale, LLC. The
two Hillandale companies will be the initial members of Hillandale, LLC, for formation
purposes. Upon the completion of an evaluation of the assets and liabilities to be
acquired and assumed by us, as agreed to by the parties to the Agreement, we will purchase
51% of the Units of Membership in Hillandale, LLC. The remaining 49% of the Units of
Membership in Hillandale, LLC, are to be acquired in essentially equal annual installments
over a four-year period, with the purchase price of the units equal to their book value as
calculated in accordance with the terms of the Agreement. Funding of the Hillandale
acquisition is expected to be provided by our cash balances and borrowings under a new
loan agreement that will be secured by the assets acquired. We will acquire our initial
51% interest in Hillandale, LLC, at a presently estimated cost of approximately $26 to $29
million, subject to adjustment upwards or downwards, based upon the valuations agreed upon
by the parties to the Agreement. The anticipated borrowings will require waivers, to which
our lenders have agreed, for the capital expenditure restriction provisions of our
existing loan agreements mentioned above.

We
currently have a $2.1 million deferred tax liability due to a subsidiarys change
from a cash basis to an accrual basis taxpayer on May 29, 1988. The Taxpayer Relief Act of
1997 provides that this liability is payable ratably over the 20 years beginning in fiscal
1999. However, such taxes will be due in their entirety in the first fiscal year in which
there is a change in ownership control so that we no longer qualify as a family
farming corporation. We are currently making annual payments of approximately
$150,000 related to this liability. However, while these current payments reduce cash
balances, payment of the $2.1 million deferred tax liability would not impact our
consolidated statement of operations or stockholders equity, as these taxes have
been accrued and are reflected on our consolidated balance sheet.

Impact
of Recently Issued Accounting Standards. Please refer to Item 7,
Managements Discussion and Analysis of Financial Condition and Results of
Operations, in our Annual Report Form 10-K for the year ended May 28, 2005 for a
discussion of the impact of recently issued accounting standards. There were no accounting
standards issuedduring the quarter ended August 27, 2005 that we expect will have
a material impact on our consolidated financial statements.

Critical Accounting Policies. We suggest that our Summary of
Significant Accounting Policies, as described in Note 1 of the Notes to Consolidated
Financial Statements included in Cal-Maine Foods, Inc. and Subsidiaries annual report on
Form10-K for the fiscal year ended May 28, 2005, be read in conjunction with this
Managements Discussion and Analysis of Financial Condition and Results of
Operations. There have been no changes to critical accounting policies identified in our
Annual Report on Form 10-K for the year ended May 28, 2005.

ITEM 3.  QUANTATIVE AND QUALITATIVE
DISCLOSURES OF MARKET RISK

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

ITEM 4.  CONTROLS  AND  PROCEDURES

Our
disclosure controls and procedures are designed to provide reasonable assurance that
information required to be disclosed by it in its periodic reports filed with the
Securities and Exchange Commission is recorded, processed, summarized and reported, within
the time periods specified in the Commissions rules and forms. Based on an
evaluation of our disclosure controls and procedures conducted by our Chief Executive
Officer and Chief Financial Officer, together with other financial officers, such officers
concluded that our disclosure controls and procedures are effective as of the end of the
period covered by this report. There were no changes in our internal control over
financial reporting identified in connection with the evaluation that occurred during our
last fiscal quarter that has significantly affected or is reasonably likely to materially
affect, our internal controls over financial reporting.

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# PART II. OTHER
INFORMATION

# ITEM 1. LEGAL PROCEEDINGS

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

| | Chicken
Litter Litigation
| | -------------------------

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

On
February 3, 2004, Cal-Maine Farms was served with process in a civil complaint filed in
the Circuit Court of Washington County, Arkansas, on behalf of Keith McWhorter and Patsy
McWhorter, individually and as next friends and guardians of Hunter McWhorter. Other
defendants include Alpharma Inc., Alpharma Animal Health Co., Cargill, Incorporated,
Georges Farms, Inc., Peterson Farms, Inc., Simmons Foods, Inc., Simmons Poultry
Farms, Inc., and Tyson Foods, Inc., each of which is engaged in the broiler business, and
an individual.

The
McWhorter suit alleges that the plaintiffs have suffered medical problems resulting from
living near land upon which litter from the defendants flocks was spread
as fertilizer. The suit focuses on a feed ingredient that contains arsenic and is alleged
to be in the litter that was spread. We do not use this particular feed ingredient in our
shell egg production feed formulation. The suit addresses conditions alleged to exist in
Washington County. The suit seeks unspecified actual damages and requests unspecified
punitive damages. An answer has been filed on behalf of Cal-Maine Farms and no discovery
has taken place. At this stage, it is impossible to evaluate the potential exposure, if
any, of Cal-Maine Farms to damages in this suit.

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| | State
of Oklahoma Watershed Pollution Litigation
| | ------------------------------------------------

On
June 18, 2005, the State of Oklahoma filed suit, in the United States District Court for
the Northern District of Oklahoma, against a number of companies, including us and
Cal-Maine Farms. We and Cal-Maine Farms filed our joint answer and motion to dismiss the
suit on October 3, 2005. The State of Oklahoma claims that through the disposal of chicken
litter the defendants have polluted the Illinois River Watershed. This watershed provides
water to eastern Oklahoma. The Complaint seeks injunctive relief and monetary damages. The
parties participated in a series of mediation meetings without success. It is anticipated
that the first substantive actions will be an effort by the State of Oklahoma to obtain
injunctive relief curtailing the use of chicken litter as a fertilizer in the watershed.
We no longer have any operations in the watershed. Accordingly, we do not anticipate that
we will be materially affected by this aspect of the litigation. We are not able at
present to provide an opinion regarding the ultimate resolution of this action.

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

| | We
did not make any sales of unregistered securities during the first quarter of fiscal
2006.
| | ---------------------------------------------------------------------------------------------

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

| | For
information as to working capital utilization and other limitations upon the payment of
dividends see Capital Resources under Part 1, Item 2. Managements
Discussion and Analysis of Financial Condition and Results of Operations of this Form
10-Q.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# ITEM 5. OTHER INFORMATION

On
October 6, 2005, we issued a press release announcing our financial results for the
quarter ended August 27, 2005. A copy of our press release is attached as Exhibit 99.1 to
this Form 10-Q Quarterly Report.

# ITEM 6. EXHIBITS

| | a. | Exhibits
| | -- | --------

| | No. | Description
| | --- | -----------

| | 31.1 | Certification
of The Chief Executive Officer
| | ---- | --------------------------------------------

| | 31.2 | Certification
of The Chief Financial Officer
| | ---- | --------------------------------------------

| | 32.0 | Written
Statement of The Chief Executive Officer and The Chief Financial Officer
| | ---- | --------------------------------------------------------------------------------

| | 99.1 | Press
Release issued by registrant on October 6, 2005.
| | ---- | ------------------------------------------------------

14

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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:  October 4, 2005 | /s/ Timothy A. Dawson                 
|                       | Timothy A. Dawson                     
|                       | Vice President/Chief Financial Officer
|                       | (Principal Financial Officer)         
|Date:  October 4, 2005 | /s/ Charles F. Collins                
|                       | Charles F. Collins                    
|                       | Vice President/Controller             
|                       | (Principal Accounting Officer)        

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