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 26, 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 Rule 12b-2
under the Exchange Act).

Yes     No  X

Number
of shares outstanding of each of the issuers classes of common stock (exclusive of
treasury shares), as of April 1, 2005.

|Common Stock, $0.01 par value         | 21,297,491 shares
|------------------------------------- | -----------------
|Class A Common Stock, $0.01 par value | 2,400,000 shares 

---

# CAL-MAINE FOODS, INC.
AND SUBSIDIARIES

# INDEX

|Part I.    | Financial Information                                       | PageNumber
|---------- | ----------------------------------------------------------- | ----------
|Item 1.    | Condensed Consolidated Financial Statements (unaudited)     |           
|           | Condensed Consolidated Balance Sheets -                    
|           | February 26, 2005 and May 29, 2004                          | 3         
|           | Condensed Consolidated Statements of Operations -          
|           | Three Months and Nine Months Ended                         
|           | February 26, 2005 and February 28, 2004                     | 4         
|           | Condensed Consolidated Statements of Cash Flows -          
|           | Nine Months Ended February 26, 2005 and                    
|           | February 28, 2004                                           | 5         
|           | Notes to Condensed Consolidated Financial Statements        | 6         
|Item 2.    | Management's Discussion and Analysis of                    
|           | Financial Condition and Results of Operations               | 9         
|Item 3.    | Quantitative and Qualitative Disclosures of Market Risk     | 14        
|Item 4.    | Controls and Procedures                                     | 14        
|Part II.   | Other Information                                          
|Item 1.    | Legal Proceedings                                           | 15        
|Item 2.    | Unregistered Sales of Equity Securities and Use of Proceeds | 15        
|Item 6.    | Exhibits                                                    | 15        
|Signatures |                                                             | 16        

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 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 February 26,  
|2005 and May 29, 2004                                   
|Class A common stock $0.01 par value, authorized, issued
|and outstanding 2,400 shares                            
|Paid-in capital                                         
|Retained earnings                                       
|Common stock in treasury-13,803 shares at               
|February 26, 2005 and 13,307 shares at May 29,          
|                                                        
|                                                        
|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 SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  (in thousands, except per
share amounts)  UNAUDITED

|                                    
|------------------------------------
|February 26, 2005                   
|Net sales                           
|Cost of sales                       
|                                    
|Gross profit                        
|Selling, general and administrative 
|                                    
|Operating income(loss)              
|Other income (expense):             
|Interest expense, net               
|Other                               
|                                    
|                                    
|                                    
|Income (loss) before income taxes   
|Income tax expense (benefit)        
|                                    
|Net income (loss)                   
|                                    
|Net income (loss) per common  share:
|Basic                               
|                                    
|Diluted                             
|                                    
|Dividends per common share          
|                                    
|Weighted average shares outstanding:
|Basic                               
|                                    
|Diluted                             
|                                    

See notes to condensed consolidated
financial statements.

4

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# CAL-MAINE FOODS, INC.
AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (in thousands)
 UNAUDITED

|                                                          
|----------------------------------------------------------
|February 26, 2005                                         
|Cash flows provided by operating activities               
|Cash flows from investing activities:                     
|Net decrease in investments                               
|Purchases of property, plant and equipment                
|Construction of production facilities                     
|Payments received on notes receivable and from investments
|Increase in note receivable, investments and other assets 
|Net proceeds from sale of property, plant and equipment   
|                                                          
|Net cash provided by (used in) investing activities       
|Cash flows from financing activities:                     
|Purchases of common stock for treasury                    
|Long-term borrowings                                      
|Principal payments on long-term debt                      
|Proceeds from issuance of common stock from treasury      
|Payment 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

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CAL-MAINE FOODS, INC.
AND SUBSIDIARIES  Notes to Condensed Consolidated Financial Statements(in thousands,
except share amounts)  February 26, 2005

|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 three-month and nine-month
periods ended February 26, 2005 are not necessarily indicative of the results that may be
expected for the year ending May 28, 2005.

The
balance sheet at May 29, 2004 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 29, 2004.

# Stock Split

On
April 14, 2004, the shareholders of the Company approved amendments to the Certificate of
Incorporation to facilitate a two-for-one stock split approved by the Board of Directors
on January 26, 2004. The split was effected in the form of a stock dividend paid on April
23, 2004 to stockholders of record on April 14, 2004. All share and per share data in the
financial statements have been adjusted to reflect this stock split.

# 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 (loss) and earnings (loss) 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):

|                                  
|----------------------------------
|Feb. 26, 2005                     
|Net income (loss)                 
|Add: Stock-based employee         
|compensation expense included in  
|reported net income(loss)         
|Deduct: Total stock-based employee
|compensation expense determined   
|under fair value-based method for 
|all awards                        
|                                  
|Pro forma net income (loss)       
|                                  
|Earnings (loss) per share:        
|Basic-as reported                 
|                                  
|Basic-pro forma                   
|                                  
|Diluted-as reported               
|                                  
|Diluted-pro forma                 
|                                  

6

---

The fair value of our stock options
were estimated as of the date of the grant using a Black-Scholes option pricing model with
the following weighted-average assumptions for the prior year grants: risk-free interest
rate of 3.00%; a dividend yield of 1.00%; expected volatility of 39.2%; and a weighted
average expected life of the options of 5 years.

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

Inventories
consisted of the following:

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

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

Stock
Repurchase Program

On August 3, 2004, our Board of
Directors approved a repurchase program whereby we may purchase up to 2,000,000 shares of
our common stock. The repurchase program will expire on July 31, 2005. We do not have any
other stock repurchase programs.

The following table sets forth the
share repurchase activity for the third quarter ended February 26, 2005:

|                                      | Thirteen Weeks November 28, 2004 to February 26, 2005
|------------------------------------- | -----------------------------------------------------
|
|November 28, 2004 - December 25, 2004 | 0                                                    
|December 26, 2004 - January 22, 2005  | 35,000                                               
|January 23, 2005 - February 26, 2005  | 105,000                                              
|                                      |                                                      
|Total                                 | 140,000                                              
|                                      |                                                      

|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 a description of certain pending legal proceedings.

7

---

|5. | Net
Income (Loss) per Common Share
|-- | ----------------------------------

Basic
earnings (loss) per share are based on the weighted average common shares outstanding.
Diluted earnings per share include any dilutive effects of options and warrants. Options
and warrants representing 107,725 shares were excluded from the calculation of diluted
earnings per share for the nine month period ended February 26, 2005 because of the net
loss for the period.

8

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# ITEM 2. MANAGEMENTS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 29, 2004, (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 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.

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.

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.

9

---

RESULTS OF OPERATIONS

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

|                                 
|---------------------------------
|February 26, 2005                
|Net sales                        
|Cost of sales                    
|                                 
|Gross profit                     
|Selling, general & administrative
|                                 
|                                 
|Operating income (loss)          
|Other income (expense)           
|                                 
|Income (loss) before taxes       
|Income tax expense (benefit)     
|                                 
|Net income (loss)                
|                                 

NET
SALES

Approximately
97% of our net sales consist of shell egg sales and 3% of our net sales include incidental
feed sales to outside egg producers. Net sales for the third quarter of fiscal 2005 were
$101.0 million, a decrease of $64.7 million, or 39.0% as compared to net sales of $165.7
million for the third quarter of fiscal 2004. The decrease was due to decreases in total
dozens of shell eggs sold and shell egg selling prices, as compared with the same period
in fiscal 2004. Dozens of shell eggs sold for the current third quarter were 144.4 million
dozen, a decrease of 10.3 million dozen, or 6.7% as compared with fiscal 2004. Our
production and processing facilities accounted for most of the decrease in dozens of shell
eggs sold, with additional reductions in dozens purchased from outside (non-contract)
shell egg producers making up the balance. Purchases of shell eggs from outside producers
averages about 25% of our total dozens sold. Consumer demand was weaker than last year and
shell egg supply was higher, both of which market factors resulted in lower shell egg
selling prices during the current third quarter as compared to the fiscal 2004 third
quarter. Our net average selling price per dozen of shell eggs for the third quarter of
fiscal 2005 was $0.673, compared to $1.035 for the third quarter of fiscal 2004, a
decrease of 35.0%. Our net average selling price is the blended price for all sizes and
grades of shell eggs, including non-graded shell egg sales, breaking stock and
undergrades.

Net
sales for the thirty-nine week period ended February 26, 2005 were $293.8 million, a
decrease of $136.2 million, or 31.7%, as compared to net sales of $430.0 million for the
thirty-nine week period ended February 28, 2004.Total dozens of shell eggs sold and net
shell egg selling prices in the current thirty-nine week period decreased as compared to
the same period in fiscal 2004. Dozens of shell eggs sold for the current thirty-nine week
period were 438.4 million as compared to 455.3 million for the same period in fiscal 2004,
a decrease of 3.7%. For the current thirty-nine week period, our net average selling price
per dozen of shell eggs was $.645, as compared to $.911 per dozen for the same period in
fiscal 2004, a decrease of 29.2%.

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 third quarter ended February 26, 2005 was $83.9 million, a decrease of $24.0
million, or 22.2%, as compared to cost of sales of $107.9 million for the third quarter of
fiscal 2004. The decrease is due to lower number of dozens produced at company facilities,
lower cost of purchases from outside egg producers and lower cost of feed ingredients.
Dozens of shell eggs sold during the third quarter ended February 26, 2005 decreased 6.7%.
As discussed above, lower company owned production accounted for most of the reduced
number of dozens sold. The decrease in the cost of the shell eggs purchased from outside
producers was due to weaker shell egg market conditions. Feed cost for the third quarter
ended February 26, 2005 was $.202 per dozen of shell eggs, compared to the third quarter
of fiscal 2004 cost per dozen of shell eggs of $.244, a decrease of 17.2%. The lower shell
egg selling price was the primary reason for the decrease in gross profit from 34.9% of
net sales for the quarter ended February 28, 2004 to 16.9% of net sales for the third
quarter ended February 26, 2005.

10

---

Cost
of sales for the thirty-nine week period ended February 26, 2005 was $261.0 million, a
decrease of $33.7 million, or 11.4%, as compared to cost of sales of $294.7 million for
the thirty-nine week period ended February 28, 2004. The decrease in cost of sales is the
net result of a lower number of dozens produced at company owned facilities and lower
outside shell egg purchase cost, offset by an increase in the cost of feed ingredients.
Feed cost for the current thirty-nine week period was $.247 per dozen of shell eggs, as
compared to $.225 per dozen for the same period in the prior fiscal year, an increase of
9.8%. The decrease in shell egg selling prices was the primary reason for the decrease in
gross profit from 31.4% of net sales for last years thirty-nine week period as
compared to a gross profit of 11.1% of net sales for the current thirty-nine week period.

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 third quarter
ended February 26, 2005 was $12.4 million, a decrease of $8.9 million, as compared to
$21.3 million for the third quarter of fiscal 2004. In the fiscal 2004 third quarter, we
recorded an expense for stock compensation of $9.5 million in connection with certain
stock options and the related tandem stock appreciation rights. Excluding the $9.5 million
expense for stock options, the current third quarter comparable increase for selling,
general and administrative expense was $600,000, mostly due to increases in cost of
insurance. Property and liability insurance costs have increased almost $500,000 and
employee health insurance costs have increased $100,000. On a cost per dozen sold basis,
excluding the fiscal 2004 $9.5 million stock option expense, selling, general and
administrative expense was $.086 per dozen for the third quarter of fiscal 2005 as
compared to $.076 for the third quarter of fiscal 2004. As a percent of net sales,
selling, general and administrative expense decreased slightly from 12.9% for the third
quarter of fiscal 2004 to 12.3% for the third quarter of fiscal 2005.

Selling,
general and administrative expenses for the thirty-nine week period ended February 26,
2005 was $36.5 million, a decrease of $21.3 million, as compared to $57.8 million for the
thirty-nine week period ended February 28, 2004. In the fiscal 2004 thirty-nine week
period, we recorded an expense of $24.1 million for stock compensation due to the increase
in the market price of our outstanding common stock from $5.24 at May 31, 2003 to
$37.48 at February 28, 2004, as compared to a benefit of $747,000 for the current
thirty-nine week period ended February 26, 2005. The benefit is due to the decrease in the
market price of our outstanding common stock from $13.80 at May 29, 2004 to $9.88 at
February 26, 2005. Excluding the fiscal 2004 $24.1 million expense stock option expense,
the current thirty-nine week period increase for selling, general and administrative
expense was $2.8 million, or 4.87%. Of the $2.8 million increase, approximately $1.9
million was for increases in payroll and payroll related expenses, $526,000 for increases
in property and liability insurance expenses, and $258,000 for increases in employee
health insurance cost. On a cost per dozen sold basis, excluding the $24.1 million stock
option expense in fiscal 2004, selling, general and administrative expense was $.083 for
the current thirty-nine week period as compared to $.074 for the comparable period in
fiscal 2004. As a percent of net sales, selling, general and administrative expense has
decreased from 13.4% for the thirty-nine week period fiscal 2004 to 12.4% for the
thirty-nine week period of fiscal 2005.

OPERATING
INCOME

As
the result of the above, operating income was $4.7 million for the third quarter ended
February 26, 2005, as compared to operating income of $36.4 million for the third quarter
of fiscal 2004. Operating income was 4.60% of net sales for the current fiscal third
quarter, compared to operating income of 22.0% of net sales for the third quarter in
fiscal 2004.

For
the thirty-nine week period ended February 26, 2005, operating loss was $3.7 million, as
compared to operating income of $77.5 million for the thirty-nine week period ended
February 28, 2004. Operating loss was 1.3% of net sales for the current thirty-nine week
period as compared to operating income of 18.0% of net sales in the same thirty-nine week
period in fiscal 2004.

11

---

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 from affiliates.

Other
expense for the third quarter ended February 26, 2005 was $544,000, a decrease of $1.4
million, as compared to other income of $856,000 for the third quarter of fiscal 2004 In
the current third quarter, net interest expense decreased $4,000 and other income
decreased $1.4 million. Net interest expense decreased as the result of reduced long-term
debt balances and receipt of interest income from investments. In the fiscal 2004 third
quarter, we received $944,000 interest income as part of an income tax refund. Other
income for the current third quarter decreased from equity in losses of affiliates. As a
percent of net sales, other expense was 0.5% for the current third quarter, as compared to
other income of 0.5% for the same period in fiscal 2004.

For
the thirty-nine week period ended February 26, 2005, other expense was $1.9 million, an
increase of $1.5 million as compared to $459,000 for the same thirty-nine week period in
fiscal 2004. For the current period, net interest expense decreased $1.8 million and other
income decreased $3.3 million. Net interest expense decreased as the result of reduced
long-term debt balances and receipt of interest income from investments. Other income for
the current thirty-nine week period decreased from equity in losses of affiliates. As a
percent of net sales, other expense was 0.6% for the current thirty-nine week period, as
compared to 0.1% for the same thirty-nine week period in fiscal 2004.

INCOME
TAXES

As
a result of the above, our pre-tax income was $4.1 million for the third quarter ended
February 26, 2005, as compared to pre-tax income of $37.3 million for the third quarter of
fiscal 2004. For the current third quarter, an income tax expense of $1.7 million was
recorded with an effective tax rate of 41.4%, as compared to an income tax expense of
$13.4 million with an effective rate of 36.0% for last years third quarter. The
effective tax rate for each period differs from the statutory federal income tax rate due
to state income taxes and due to the relationship of certain non-deducible expenses to our
income (loss) before income taxes.

For
the thirty-nine week period ended February 26, 2005, our pre-tax loss was $5.7 million, as
compared to pre-tax income of $77.0 million for the thirty-nine week period ended February
28, 2004. For the current thirty-nine week period, an income tax benefit of $1.9 million
was recorded with an effective tax rate of 32.9%, as compared to an income tax expense of
$27.8 million with an effective tax rate of 36.0% for the same thirty-nine week period in
fiscal 2004. The effective tax rate for each period differs from the statutory federal
income tax rate due to state income taxes and due to the relationship of certain
non-deducible expenses to our income (loss) before income taxes.

NET
INCOME

Net
income for the third quarter ended February 26, 2005 was $2.4 million, or $0.10 per basic
and diluted share, as compared to net income of $23.9 million, or $.99 per basic share and
$.98 diluted share, for the third quarter of fiscal 2004.

For
the thirty-nine week period ended February 26, 2005, net loss was $3.8 million, or $0.16
per basic and diluted share, as compared to net income of $49.2 million, or $2.07 per
basic share and $2.03 per diluted share, for the thirty-nine week period ended February
28, 2004.

12

---

CAPITAL
RESOURCES AND LIQUIDITY

Our
working capital at February 26, 2005 was $80.9 million, as compared to $92.9 million at
May 29, 2004. Our current ratio was 2.49 at February 26, 2005, as compared to 2.58 at May
29, 2004. 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, $2.1
million of which was utilized as a standby letter of credit at February 26, 2005. Our
long-term debt at February 26, 2005, including current maturities, amounted to $81.7
million, as compared to $90.0 million at May 29, 2004.

In
the thirty-nine week period ended February 26, 2005, $5.0 million in net cash was provided
by operating activities. This compares to $66.7 million of net cash for the thirty-nine
week period ended February 28, 2004. In the thirty-nine weeks ended February 26, 2005,
$34.2 million was provided from the maturity of short-term investments, $424,000 was
provided from notes receivable and from investments, $505,000 was provided from disposal
of property, plant and equipment and $8.2 million was used for purchases of property,
plant and equipment. In addition, $2.6 million was provided from the issuance of common
stock from the treasury, net cash of $7.6 million was used in the repurchase of common
stock for the treasury, $892,000 was used for payments of dividends on the common stock
and $8.4 million was used for principal payments on long-term debt. The net result of
these activities was an increase in cash of $17.7 million since May 29, 2004.

In
the thirty-nine week period ended February 28, 2004, $5.6 million was used for purchases
of property, plant and equipment, $461,000 was received from sales of property, plant and
equipment, $2.0 million was used for construction projects and net cash of $1.5 million
was used to increase notes receivable and investments. In addition, $8.1 million was
received from the exercise of stock options, and $445,000 was used for payments of
dividends on our common stock. Borrowings of $5.0 million were received in additional
long-term debt and $20.0 million was received in restructuring and re-pricing certain
other long-term debt. Payments of $41.8 million were made on long-term debt. The net
result was an increase in cash of approximately $49.0 million.

Substantially
all trade receivables and inventories collateralize our 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), 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
February 26, 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.

We
currently have a $2.2 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 $2.2 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.

In
November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of
ARB No. 43, Chapter 4. SFAS No. 151 amends Accounting Research
Bulletin (ARB) No. 43, Chapter 4, to clarify that abnormal amounts
of idle facility expense, freight, handling costs and wasted materials (spoilage) should
be recognized as current-period charges. In addition, SFAS No. 151 requires that
allocation of fixed production overhead to inventory be based on the normal capacity of
the production facilities. SFAS No. 151 is effective for inventory costs incurred
during fiscal years beginning after June 15, 2005. The Company is currently assessing
the impact that SFAS No. 151 will have on the results of operations, financial
position or cash flows.

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In
December 2004, the FASB issued SFAS 123(R), Share Based Payment. Statement
123(R) is effective for public companies at the beginning of the first interim or annual
period after June 15, 2005. This statement eliminates the ability to account for
share-based compensation using the intrinsic value-based method under APB Opinion No. 25,
Accounting for Stock Issued to Employees. Statement 123(R) will require the
Company to calculate equity-based compensation expense for stock options and employee
stock purchase plan rights granted to employees based on the fair value of the equity
instrument at the time of grant. Currently, the Company discloses the pro forma net income
(loss) and the related pro forma income (loss) per share information in accordance with
SFAS 123 and SFAS 148, Accounting for Stock-Based Compensation Costs-Transition and
Disclosure. The Company has not evaluated the impact that Statement 123(R) will have
on its financial position and results of operations.

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 29, 2004, be read in conjunction with this Managements
Discussion and Analysis of Financial Condition and Results of Operations. There have been
no changes made to the critical accounting policies identified in our Annual Report on
Form 10-K for the year ended May 29, 2004.

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 29, 2004.

ITEM 4.  CONTROLS  AND  PROCEDURES

Our
disclosure controls and procedures are designed to provide reasonable assurance that
information required to be disclosed by us in our periodic reports filed with the
Securities and Exchange Commission is recorded, processed, summarized and reported within
the time periods required. Our Chief Executive Officer and Chief Financial Officer have
concluded that our disclosure controls and procedures are effective based on their
evaluation of such controls and procedures 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
materially 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 29, 2004.

Going
Private Litigation

On
August 18, 2003, we announced that our Board of Directors had approved a 2,500 to 1
reverse stock split, subject to stockholder approval, in order to effect a going private
transaction. Multiple suits were filed during the fall season of 2003 in the Chancery
Court of New Castle County, Delaware against us, seeking to enjoin the going private
transaction.

The
lawsuits were consolidated by the Chancery Court but were dismissed, prior to any
discovery or trial, as moot cases inasmuch as we elected not to proceed with the going
private transaction.

The
Plaintiffs attorneys petitioned the Delaware court for attorneys fees and were
awarded $831,600 by the Chancellor. We appealed the award of fees to the Supreme Court of
Delaware. The Supreme Court affirmed the lower court and the judgment was paid, including
accrued interest, in September 2004.

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

| | We
did not make any sales of unregistered securities during the third quarter of fiscal
2005.
| | ---------------------------------------------------------------------------------------------

| | 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 I 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 I, Item 2. Managements
Discussion and Analysis of Financial Condition and Results of Operations of this Form
10-Q.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 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

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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: April 8, 2005 | /s/ Bobby J. Raines           
|                    | Bobby J. Raines               
|                    | Vice President/Treasurer      
|                    | (Principal Financial Officer) 
|Date: April 8, 2005 | /s/ Charles F. Collins        
|                    | Charles F. Collins            
|                    | Vice President/Controller     
|                    | (Principal Accounting Officer)

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