SECURITIES AND EXCHANGE COMMISSION   
                            Washington, D.C.  20549        
                                  Form 10-Q 
 
(x)  Quarterly Report Pursuant to Section 13 or 15(d) of the Security Exchange 
     Act of 1934 For the Quarterly period ended January 2, 1999  
                                     or 
 
(  )  Transition Report Pursuant to Section 13 or 15(d) of the Securities       
      Exchange Act of 1934 For the Transition period from ______ to _______ 
 
                         Commission File Number 1-7138 
  
                                  CAGLE'S, INC. 
 
                GEORGIA                                58-0625713 
  (State or other Jurisdiction of         (I.R.S. Employer Identification No.) 
   Incorporation or Organization) 
 
                 2000 Hills Avenue, N. W. Atlanta, Georgia  30318 
 
              (Address of Principal Executive Offices and Zip Code) 
 
                                  (404) 355-2820 
 
              (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 the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date 
 
       Class                                      Outstanding January 2, 1999 
--------------------------------------          ----------------------------- 
Class A Common Stock, $1.00 Par Value	                 4,790,482 
 
 



PART 1.  FINANCIAL INFORMATION 
 
Cagle's, Inc. And Subsidiary 

Consolidated Balance Sheets 
January 2, 1999 and March 28, 1998 
(In Thousands, Except Par Value) 
(Period 1/02/99 Unaudited) 
                                                   01/02/99       03/28/98 
                                                 ------------   ------------- 
Assets  ----------------------------------------- 
CURRENT ASSETS 
Cash                                             $       154    $        226
Accounts receivable, net of allowance for 
doubtful accounts of $839 and $752 at 
January 2, 1999 and March 28, 1998, 
respectively                                          16,451          17,269 
Inventories                                           32,730          32,567 
Other current assets                                     669           1,907 
                                                 ------------    ------------ 
Total current assets                                  50,004          51,969 
                                                 ------------    ------------ 
INVESTMENTS IN AND RECEIVABLES FROM 
UNCONSOLIDATED AFFILIATES                             28,465          27,069 
OTHER ASSETS                                             694             694 
PROPERTY, PLANT, AND EQUIPMENT                       112,309         102,495 
Less accumulated depreciation                        (48,751)        (42,808) 
                                                 ------------    ------------ 
Property, plant, and equipment, net                   63,558          59,687 
                                                 ------------    ------------ 
TOTAL ASSETS                                     $   142,721     $   139,419 
                                                 ============    ============ 

LIABILITIES & STOCKHOLDERS' EQUITY---------------                         
CURRENT LIABILITIES                                                          
Current Maturities of Long Term Debt             $     2,795     $     2,795
Income Taxes Payable                                       0               0 
Accounts payable                                      11,415           9,886 
Accrued expenses                                      11,907          11,007 
                                                 ------------    ------------ 
Total Current Liabilities                             26,117          23,688 
                                                 ------------    ------------ 
LONG TERM DEBT (net of current maturities)            36,578          48,366 
NONCURRENT DEFERRED INCOME TAXES                      11,444          12,223 
                                                 ------------    ------------ 
STOCKHOLDERS' EQUITY: 
Common stock, $1 par value; authorized 9,000  
shares and 4790 and 5006 shares issued 
respectively                                           4,790           5,006 
Capital in excess of par value                         5,042           7,946 
Treasury Stock                                          (124)           (354)
Retained earnings                                     58,872          42,544
                                                 ------------    ------------ 
Total stockholders' equity                            68,582          55,142 
                                                 ------------    ------------ 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $   142,721     $   139,419 
                                                 ============    ============ 

The accompanying notes are an integral part of these consolidated financial 
statements. 

Cagle's, Inc., & Subsidiary 
Consolidated Statements of Income 
For the 13 and 40 weeks ended January 2, 1999 
and the 13 and 39 weeks ended December 27, 1997  
(Amounts in thousands, except per share data) 
(Period 01/02/99 Unaudited) 
                                        13 wks    13 wks    40 wks    39 wks
                                         ended     ended     ended     ended
                                       01/02/99  12/27/97  01/02/99  12/27/97
                                       --------  --------  --------  --------
Net Sales                              $ 83,466  $ 82,532  $259,142  $265,986
 
Costs and Expenses: 
Cost of Sales                            70,597    79,472   222,287   254,463
Selling and Delivery                      2,131     2,617     7,539     8,192
General and Administrative                1,846     1,579     5,426     4,741
                                        -------  --------  --------  --------
Total costs and expenses                 74,574    83,668   235,252   267,396
                                        -------  --------  --------  --------
Income (Loss) From Operations             8,892    (1,136)   23,890    (1,410)
 
Other Income(Expense):                                                   
Interest expense                           (608)     (828)   (2,246)   (2,713)
Income from unconsolidated 
affiliates and other 
income, net                                 790     2,356     4,510     6,784
                                       --------  --------  --------  --------   
Income (Loss) Before Income Taxes         9,074       392    26,154     2,661
 
(Provision) Benefit For Income Taxes     (3,317)     (150)   (9,383)     (992)
                                       --------  --------  --------  --------
Net Income (Loss)                      $  5,757  $    242  $ 16,771  $  1,669
                                       ========  ========  ========  ========
Weighted Average Shares Outstanding 
              -Basic                      4,790     5,006     4,896     5,006
              -Diluted                    4,797     5,006     4,905     5,006
                                       ========  ========  ========  ========
Net Income (Loss) Per Common Share
              -Basic                   $   1.20  $   0.05  $   3.43  $   0.33
              -Diluted                 $   1.20  $   0.05  $   3.42  $   0.33
Dividends Per Common Share             $    .03  $    .03  $    .09  $    .09
                                       ========  ========  ========  ========
 
The accompanying notes are an integral part of these consolidated  
financial statements. 



Cagle's, Inc & Subsidiary 
Consolidated Statements of Cash Flows 
For the 40 weeks ended January 2, 1999 
and the 39 weeks ended December 27, 1997
(In Thousands) (unaudited) 

                                                  Jan. 02, 1999   Dec. 27, 1997 
                                                  -------------   ------------- 
CASH FLOWS FROM OPERATING ACTIVITIES:                                         
Net Income                                        $     16,771    $      1,672
 
Adjustments to reconcile net income to net cash 
provided by operating activities: 
Depreciation and amortization                            6,457           5,937 
loss on disposal of property, plant and equipment           18            (276) 
Changes in investment in and receivables from 
unconsolidated affiliates                               (1,396)         (6,510) 
Changes in assets and liabilities: 
Accounts receivables, net                                  818            (369) 
Inventories                                               (163)            558
Insurance Proceeds Receivable                                0           3,054
Deferred Income Taxes asset                                  0             114
Other current assets                                     1,238           1,332
Accounts payable                                         1,529            (112) 
Accrued expenses                                           900           1,961 
Income taxes payable                                         0               0 
Deferred income taxes payable                             (779)           (346)
                                                  -------------   ------------- 
Total Adjustments                                        8,622           5,343
                                                  -------------   ------------- 
Net cash provided by operating activities               25,393           7,015
                                                  -------------   ------------- 
CASH FLOWS FROM INVESTING ACTIVITIES: 
Additions to property, plant, and equipment            (10,409)         (4,826)
(increase) decrease in other assets                          0              (9)
Proceeds from the sale of property, plant, and equip.       65           2,832 
                                                  -------------   -------------
Net cash used in investing activities                  (10,344)         (2,003)
                                                  -------------   ------------- 
Cash Flows from financing activities: 
Payments of long-term debt and capital 
lease obligations                                      (11,788)         (4,259)
Dividends Paid                                            (443)           (450)
Repurchase of Common Stock                              (2,949)           (222)
Proceeds from exercise of Stock Options                     59               0
                                                  -------------   ------------- 
Net cash used by financing activities                  (15,121)         (4,931) 
                                                  -------------   ------------- 
NET INCREASE IN CASH                                       (72)             81
CASH AT BEGINNING OF PERIOD                                226              94 
                                                   -------------   -------------
CASH AT END OF PERIOD                              $       154     $       175 
                                                   =============   =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: 
Cash paid during the period for:
   Interest                                        $     2,246     $     2,966 
                                                  =============   ============= 
Income Taxes                                       $    10,162     $       967 
                                                  =============   ============= 
The accompanying notes are an integral part of these consolidated financial 
statements. 

Cagle's, Inc. & Subsidiary  
Notes to Consolidated Condensed Financial Statements
October 3, 1998      

 1.  In the opinion of Management, the accompanying unaudited consolidated
     financial statements contain all adjustments which are of normal and 
     recurring nature, necessary to present fairly the consolidated financial 
     position of Cagle's, Inc. and Subsidiary (the "Company") as of January 2,
     1999 and March 28, 1998 and the results of their operations and their 
     cash flows for the 13 weeks and 40 weeks ended January 2, 1999 and the 
     13 weeks and 39 weeks ended December 27, 1997.     

 2.  The results of operations for the 13 weeks and 40 weeks ended January 2, 
     1999 and the 13 weeks and 39 weeks ended December 27, 1997 are not 
     necessarily indicative of the results expected for the full year. 
 
 3.  Inventories consisted of the following:  (In Thousands) 
 
                                   January 2, 1999      March 28, 1998 
 
Finished Product                        $14,422               $14,295 
Field Inventory and Breeders             14,686                14,036  
Feed, Eggs, and Medication                2,405                 2,582
Supplies                                  1,217                 1,654
                                    ----------------     -------------- 
                                        $32,730               $32,567 
 
 4.  Use of Estimates 
     The preparation of financial statements in conformity with generally 
     accepted accounting principles requires management to make estimates 
     and assumptions that affect the reported amounts of assets and liabilities,
     the disclosures of contingent assets and liabilities at the date of the  
     financial statements, and the reported amounts of revenues and expenses 
     during the reporting period.  Actual results may vary from those
     estimates. 
 
 5.  Investments in and Receivables from Unconsolidated Affiliates. 
     The Company accounts for its investments in (5) five unconsolidated 
     affiliates using the equity method.  The Company's share of earnings from
     from these affiliates totaled $1,056,000 and $4,726,000 for the 13 weeks
     and 40 weeks ended January 2, 1999. Earnings from unconsolidated 
     affiliates existing during the 13 and 39 weeks ended December 27, 1997 
     were $1,466,000 and $5,799,000 respectively.  

 6.  Year 2000 Compliance
     The Company has implemented a formal plan to address issues associated 
     with the Year 2000 as it relates to systems throughout the company and 
     with vendors and customers.  Progress is monitored regularly and the 
     status is reported to management and quarterly to the Board of Directors.
     The Company is on schedule to be fully compliant by April 3, 1999 as it 
     relates to all major issues.  The total costs associated with this program
     is not expected to materially affect earnings although final cost will not
     be known until program is complete.


Management's Discussion and Analysis of Financial   
Condition and Results of Operation  
January 2, 1999    

Financial Condition
Continued strong earnings and cash flows have enabled the Company to make
Capital improvements, continue its stock re-purchase program and significantly
reduce its debt during the nine months ended January 2, 1999.  During the 
quarter just completed the Company renewed its revolving line of credit and 
increased the line to $40 million of which $19 million was outstanding at the 
end of the period.

Results of Operations  
Sales for the 13 week period ended January 2, 1999 compared to the 13 weeks
ended December 27, 1997 were 1.1% higher and is attributed to 4% more production
pounds, a higher market price for whole birds.  Georgia Dock quoted market price
was 16.1% higher, however the impact of depressed export prices for dark meat 
tended to off-set other positive market conditions.  Sales for the 40 weeks 
ended January 2, 1999 were 2.6% lower than year ago levels and while production
for the quarter was up slightly over year ago levels the year to date production
total was slightly less and the same market factors influenced the total year to
days results.

Another factor influencing revenues for the 13 week and 40 week period as 
compared to year ago levels is volume of outside purchases for further 
processing which has been lower than previous years due to ability to better 
utilize production from within the company to produce further processed items.

Gross margins for the quarter and 40 week period ended January 2, 1999 were 
significantly improved over the corresponding periods of a year ago.  For the 
quarter ended January 2, 1999 gross margin was 15.4% as compared to 3.71% for 
the same quarter of a year ago.  For the 40 weeks ended January 2, 1999 the 
gross margin was 14.2% as compared to 4.3% for the 39 weeks ended December 27, 
1997.  The major contributor to this improvement was lower feed cost which
averaged 26.5% and 23.4% lower for the quarter and 9 month periods 
respectively as compared to year ago prices.

Selling, Delivery and Administrative Expenses   
Selling, delivery and administrative expenses were down slightly for the 
quarter and unchanged for year to date as compared to the same period of a 
year ago.

Interest Expense  
Interest Expense was 26.6% lower for the quarter and 17.2% lower for the 40 
weeks as compared to the same periods of a year ago and is a function of 
reduced borrowing.

Other Income  
Other income declined by 66.4% for the quarter and 33.5% for the 40 weeks as 
compared to the comparable periods of a year ago.  This drop-off in other 
income reflects the impact of Kentucky Joint Ventures operations which are 
recorded via the equity method.  When netted together against earnings of the 
other unconsolidated affiliates the total is substantially reduced.  

Income Taxes
The provision for income taxes reflects taxes at statutory rates adjusted for
available tax credits to which the company is entitled.     



Part II	Other Information 
 
Item 9  Exhibits and Reports on Form 8-K 
	a.  Not applicable 
 b.  A report on Form 8-k was filed on July 22, 1998 to disclose discovery
     of an event of employee dishonesty.


Signatures    
Pursuant to the requirements of the Securities and Exchange Act of 1934, 
the registrant has duly caused this report to be signed on its behalf by the  
undersigned thereunto duly authorized. 
 
 
 
Date:  February 5, 1999                      /s/      J. Douglas Cagle 
 
Date:  February 5, 1999                      /s/      Kenneth R. Barkley