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, 2000

                                      OR

[ ]   Transition  report  pursuant  to Section  13 or 15(d) of the  Securities
      Exchange Act of 1934

      For the transition period from ____________ to ____________

Commission file number:  000-04892

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

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

            3320 WOODROW WILSON AVENUE, JACKSON, MISSISSIPPI 39209
              (Address of principal executive offices) (Zip Code)

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


      Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange Act of
1934  during the  preceding  12 months (or for such  shorter  period  that the
registrant  was  required to file such  reports),  and (2) has been subject to
such filing requirements for the past 90 days.
                                 Yes _X_  No ___

      Number of shares  outstanding of each of the issuer's  classes of common
stock (exclusive of treasury shares), as of March 31, 2000.

      Common Stock, $0.01 par value                         11,040,688 shares

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


<PAGE>

                             CAL-MAINE FOODS, INC.

                                     INDEX

<TABLE>
<CAPTION>
                                                                               PAGE
PART I.     FINANCIAL INFORMATION                                             NUMBER

<S>               <C>                                                           <C>
      Item 1.     Condensed Consolidated Financial Statements (Unaudited)

                  Condensed Consolidated Balance Sheets -
                  February 26, 2000 and May 29, 1999                             3

                  Condensed Consolidated Statements of Operations -
                  Three Months and Nine Months Ended
                  February 26, 2000 and February 27, 1999                        4

                  Condensed Consolidated Statements of Cash Flow -
                  Nine Months Ended November 26, 2000 and
                  February 27, 1999                                              5

                  Notes to Condensed Consolidated Financial Statements           6

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

      Item 3.     Quantitative and Qualitative Disclosures of Market Risk       11

PART II.    OTHER INFORMATION

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


      Signatures                                                                13
</TABLE>


                                      2

<PAGE>

                         PART I. FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                                  February 26, 2000        May 29, 1999
                                                                  -----------------        ------------
                                                                     (unaudited)              (note)
<S>                                                                     <C>                   <C>
ASSETS
Current assets:
  Cash and cash equivalents                                             $   7,502             $  36,198
  Accounts receivable, net                                                 18,675                14,617
  Recoverable federal and state income taxes                                4,606                     -
  Inventories                                                              45,963                38,353
  Prepaid expenses and other current assets                                   795                   771
                                                                        --------------------------------
Total current assets                                                       77,541                89,939

Notes receivable and investments                                            7,194                 7,468
Goodwill                                                                    3,760                 4,260
Other assets                                                                3,007                 2,104

Property, plant and equipment                                             232,248               184,354
Less accumulated depreciation                                             (84,867)              (74,443)
                                                                        --------------------------------
                                                                          147,381               109,911
                                                                        --------------------------------
  TOTAL ASSETS                                                          $ 238,883             $ 213,682
                                                                        ================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Notes payable to banks                                                $   1,000             $       -
  Accounts payable and accrued expenses                                    29,826                27,026
  Current maturities of long-term debt                                      6,091                 4,118
  Current deferred income taxes                                            10,294                10,294
                                                                        --------------------------------
Total current liabilities                                                  47,211                41,438

Long-term debt, less current maturities                                   115,018                79,886
Deferred expenses                                                           1,489                 1,489
Deferred income taxes                                                       8,088                10,285
                                                                        --------------------------------
  Total liabilities                                                       171,806               133,098

Stockholders' equity:
  Common stock $0.01 par value per share:
    Authorized shares - 30,000,000
    Issued and outstanding shares - 17,565,200 at February 26,
    2000 and May 29, 1999                                                     176                   176
  Class A common stock $0.01 par value: authorized, issued
    and outstanding 1,200,000 shares                                           12                    12
  Paid-in capital                                                          18,784                18,784
  Retained earnings                                                        58,975                71,525
  Common stock in treasury - 6,478,112 shares at February
    26, 2000 and 6,257,712 shares at May 29, 1999                         (10,870)               (9,913)
                                                                        --------------------------------
  Total stockholders' equity                                               67,077                80,584
                                                                        --------------------------------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 238,883             $ 213,682
                                                                        ================================
</TABLE>

      See notes to condensed consolidated financial statements.


                                      3

<PAGE>


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

<TABLE>
<CAPTION>
                                                    13 Weeks Ended                             39 Weeks Ended
                                        February 26, 2000    February 27, 1999      February 26, 2000    February 27, 1999
                                        --------------------------------------      --------------------------------------
<S>                                         <C>                  <C>                   <C>                 <C>
Net sales                                   $  79,191            $  77,861             $ 209,300           $ 224,594
Cost of sales                                  72,644               62,170               194,352             185,519
                                            -------------------------------------------------------------------------
  Gross profit                                  6,547               15,691                14,948              39,075
Selling, general and
  administrative                               10,780                8,700                29,489              26,921
                                            -------------------------------------------------------------------------
Operating income (loss)                        (4,233)               6,991               (14,541)             12,154
Other income (expense):
  Interest expense, net                        (2,071)                (934)               (4,679)             (2,426)
  Other                                            46                  275                   180                 120
                                            -------------------------------------------------------------------------
                                               (2,025)                (659)               (4,499)             (2,306)
                                            -------------------------------------------------------------------------
Income (loss) before income
  taxes                                        (6,258)               6,332               (19,040)              9,848
Income tax expense (benefit)                   (2,261)               2,353                (6,947)              3,702
                                            -------------------------------------------------------------------------
  NET INCOME (LOSS)                         $  (3,997)           $   3,979             $ (12,093)          $   6,146
                                            =========================================================================
Net income (loss) per common
  share:
  Basic                                     $    (.32)           $     .31             $    (.98)          $     .47
                                            =========================================================================
  Diluted                                   $    (.32)           $     .30             $    (.98)          $     .46
                                            =========================================================================
Weighted average shares
  outstanding:
  Basic                                        12,349               13,019                12,401              13,094
                                            =========================================================================
  Diluted                                      12,349               13,134                12,401              13,234
                                            =========================================================================
</TABLE>

      See notes to condensed consolidated financial statements.


                                      4

<PAGE>

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


<TABLE>
<CAPTION>
                                                                               39 Weeks Ended
                                                                 February 26, 2000          February 27, 1999
                                                                 -----------------          -----------------
<S>                                                                   <C>                        <C>
Cash flows provided by operating activities                           $(10,082)                  $ 19,373

Cash flows from investing activities:
  Purchases of property, plant and equipment                            (4,526)                    (3,103)
  Construction of production facilities                                (12,697)                    (6,592)
  Purchases of shell egg production and processing business            (36,205)                         -
  Payments received on notes receivable and from investments               496                        370
  Increase in note receivable, investments and other assets             (2,704)                    (1,830)
  Net proceeds from sale of property, plant and equipment                  331                      4,411
                                                                      ------------------------------------
Net cash used in investing activities                                  (55,305)                    (6,744)

Cash flows from financing activities:
  Net proceeds from payable to banks                                     1,000                          -
  Long-term borrowings                                                  40,295                      6,350
  Principal payments on long-term debt and capital leases               (3,190)                    (3,747)
  Purchases of common stock for treasury                                  (957)                    (1,096)
  Payment of dividends                                                    (457)                      (437)
                                                                      ------------------------------------
Net cash provided by financing activities                               36,691                      1,070
                                                                      ------------------------------------
Increase (decrease) in cash and cash equivalents                       (28,696)                    13,699

Cash and cash equivalents at beginning of period                        36,198                     41,126
                                                                      ------------------------------------
Cash and cash equivalents at end of period                            $  7,502                   $ 54,825
                                                                      ====================================
</TABLE>

See notes to condensed consolidated financial statements.


                                      5

<PAGE>

                    CAL-MAINE FOODS, INC. AND SUBSIDIARIES
             Notes to Condensed Consolidated Financial Statements
                     (in thousands, except share amounts)
                               February 26, 2000
                                  (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 the  management , all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included.  Operating results for the three-month
and nine-month periods ended February 26, 2000 are not necessarily  indicative
of the results that may be expected for the year ended June 3, 2000.

      The  balance  sheet at May 28,  1999 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, 1999.


2.    Inventories

      Inventories consisted of the following:

<TABLE>
<CAPTION>
                                       February 26, 2000         May 29, 1999
                                       --------------------------------------
<S>                                             <C>                  <C>
            Flocks                              $ 28,547             $ 24,662
            Eggs                                   3,791                2,471
            Feed and supplies                     10,456                7,847
            Livestock                              3,169                3,373
                                       --------------------------------------
                                                $ 45,963             $ 38,353
                                       ======================================
</TABLE>

3.    Acquisition

      In September 1999, Cal-Maine Foods, Inc. purchased  substantially all of
the assets and assumed  certain  liabilities of Smith Farms,  Inc. and certain
related  companies  ("Smith  Farms")  for cash of $36.2  million.  The  assets
purchased were Smith Farms' egg production and processing  businesses in Texas
and Arkansas,  and included  approximately 3.9 million laying hens and growing
pullets.  The cash purchase price of the acquisition was provided from current
working capital.

      Unaudited  pro forma  results of  operations  of the Company,  including
Smith Farms were as follows:

<TABLE>
<CAPTION>
                                                            Nine Months Ended
                                              February 26, 2000           February 27, 1999
                                              ---------------------------------------------
<S>                                                   <C>                         <C>
      Net sales                                       $ 220,637                   $ 266,694
      Net income (loss)                                 (13,358)                      7,057
      Net income (loss) per basic share                   (1.08)                        .54
      Net income (loss) per diluted share                 (1.08)                        .53
</TABLE>

Pro forma results do not purport to be  indicative  of actual  results had the
acquisition  been made at May 31,  1998 or the  results  that may occur in the
future.


                                      6

<PAGE>

4.    Long-Term Debt

      In  September  1999,  the  Company  and one of its  lenders  obtained to
additional  borrowings  of  $16.0  million,   received  a  commitment  for  an
additional  $15.0 million over the next two years for  construction  purposes,
and revised terms for approximately  $9.3 million in existing  long-term debt.
The   additional   borrowings   of  $16.0  million  has  an  average  life  of
approximately  10.6 years and an interest rate of 8.26%. The Company will make
principal and interest  payments  under the existing terms of the $9.3 million
long-term  note payable  through  December 2003. The revised terms will become
effective  in December  2003 based on a 15-year  amortization  and maturing in
September  2014.  The debt is  secured  by  certain  assets  located  in Ohio,
Kentucky, and Tennessee.

      In February 2000, the Company obtained a borrowing of $14.0 million. The
terms of the note  payable  provide for a 10-year  amortization  period and an
interest  rate of LIBOR plus 1.75%  maturing  in 2007.  The note is secured by
certain assets acquired from Smith Farms.

      The Company is required by provisions of its note payable  agreements to
maintain certain minimum  financial  covenants.  For the current quarter,  the
Company  did not meet its  interest  coverage  ratio  and  tangible  net worth
requirements  pertaining to three long-term note payable  agreements  totaling
$51 million. It also did not meet its funded debt ratio requirement pertaining
to one of these long-term note payable  agreements and its $35 million line of
credit.  The Company does not  anticipate  meeting these  requirements  in the
fourth quarter of fiscal 2000. It has received a waiver of these  requirements
for the third and fourth quarters of fiscal 2000 and anticipates  amending the
agreements to ensure compliance with these requirements in fiscal 2001.


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

OVERVIEW

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

      The Company's  operations are fully  integrated.  It owns  facilities to
hatch chicks,  grow  pullets,  manufacture  feed,  and produce,  process,  and
distribute  shell eggs.  The Company  currently  is the largest  producer  and
distributor  of fresh shell eggs in the United  States.  The shell egg segment
sales, including feed sales to outside egg producers, accounted for 98% of the
Company's  net sales.  The  Company  primarily  markets  its shell eggs in the
southwestern, southeastern, mid-western and mid-Atlantic regions of the United
States.  Shell eggs are sold directly by the Company primarily to national and
regional supermarket chains.

      The Company  currently uses contract  producers for approximately 23% of
its total egg production. Contract producers operate under agreements with the
Company for the use of their  facilities  in the  production  of shell eggs by
layers owned by the Company,  which owns the eggs produced.  Also,  shell eggs
are purchased, as needed, from outside producers for resale by the Company.

      The  Company's  operating  income or loss is  significantly  affected by
wholesale shell egg market prices,  which can fluctuate widely and are outside
of the Company's  control.  Retail sales of shell eggs are greatest during the
fall and winter months and lowest during the summer  months.  Prices for shell
eggs  fluctuate in response to seasonal  factors and an increase in egg demand
during the winter months.

      The Company's  cost of production is materially  affected by feed costs,
which  average  about 60% of  Cal-Maine's'  total  farm egg  production  cost.
Changes in feed costs result in changes in the  Company's  cost of goods sold.
The cost of feed  ingredients  is  affected  by a number of supply  and demand
factors such as crop  production and weather,  and other factors,  such as the
level of grain exports, over which the Company has little or no control.


                                      7

<PAGE>

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                       Percentage of Net Sales
                                                       -----------------------
                                        13 Weeks Ended                          39 Weeks Ended
                                Feb. 26, 2000     Feb. 27, 1999          Feb. 26, 2000     Feb. 27, 1999
                                ------------------------------------------------------------------------
<S>                                 <C>              <C>                     <C>               <C>
Net sales                           100.0%          100.0%                  100.0%            100.0%
Cost of sales                        91.7            79.8                    92.9              82.6
                                ------------------------------------------------------------------------
Gross profit                          8.3            20.2                     7.1              17.4
Selling, general &
administrative                       13.6            11.2                    14.0              12.0
                                ------------------------------------------------------------------------
Operating income (loss)              (5.3)            9.0                    (6.9)              5.4
Other expense                        (2.6)            (.9)                   (2.2)             (1.0)
                                ------------------------------------------------------------------------
Income (loss) before taxes           (7.9)            8.1                    (9.1)              4.4
Income tax expense (benefit)         (2.9)            3.0                    (3.3)              1.7
                                ------------------------------------------------------------------------
Net income (loss)                    (5.0)%           5.1%                   (5.8)%             2.7%
                                ========================================================================
</TABLE>

NET SALES

      Net sales for the third  quarter of fiscal 2000 were $79.2  million,  an
increase  of $1.3  million,  or 1.7% as  compared  to net  sales for the third
quarter of fiscal 1999.  Although  the total dozens of eggs sold  increased in
the current  quarter,  egg selling prices were down  significantly as compared
with prices a year ago. Dozens sold for the current quarter were 138.2 million
dozen,  an increase of 30.7 million  dozen,  or 28.6% as compared to the third
quarter of last year.  The Smith Farms  acquisition  in September 1999 and the
Hudson Brothers acquisition in May 1999 accounted for substantially all of the
increase in dozens sold. The Company's net average selling price per dozen for
the fiscal  2000 third  quarter  was  $.536,  compared  to $.679 for the third
quarter of last year, a decrease of 21.1%.  The Company's net average  selling
price per dozen is the average selling price for all sizes and grades of shell
eggs, including non-graded egg sales, breaking stock and undergrades. Although
domestic  demand was good,  increased egg supply and weak export demand caused
egg prices to  decrease  during the third  quarter of this fiscal  year.  Feed
sales to outside  producers also decreased for the current quarter as a result
of lower tons sold and lower cost of feed  ingredients  which  brought  market
prices for feed down.

      Net sales for the thirty-nine  weeks ended February 26, 2000 were $209.3
million, a decrease of $15.3 million, or 6.8 %, as compared to the same period
last fiscal year. As in the current  quarter  discussed  above, an increase in
dozens sold was offset by a sharp decrease in egg selling prices.  Dozens sold
for the current 39 week period were 379.3 million as compared to 321.1 million
for last fiscal year, an increase of 18.1%. The recent acquisitions  accounted
for most of the  increase.  For the current 39 week period,  the Company's net
average  selling  price per dozen was $.512,  compared to $.638 per dozen last
fiscal year,  a decrease of $.126 per dozen,  or 19.7%.  As  discussed  above,
increased  egg supply and weak export demand were the primary cause of reduced
egg market prices.

      COST OF SALES

      Cost of sales for the third  quarter  ended  February 26, 2000 was $72.6
million,  an increase of $10.4 million,  or 16.8%,  as compared to the cost of
sales of $62.2 million for last year's third quarter.  The increase is the net
result of an  increase  in total  dozens  sold and a decrease in feed cost per
dozen  produced.  As  discussed  above,  dozens sold for the  current  quarter
increased 30.7 million  dozens,  or 28.6% above last year's third quarter.  Of
the 30.7 million dozens sold increase,  9.4 million dozens were purchased from
outside  egg  producers.  During  weak egg market  conditions,  such as in the
current  fiscal  year,  the Company is able to purchase  outside  eggs at more
favorable net prices which  mitigates  the normally  higher cost of purchasing
eggs from outside sources.  Feed cost for the third quarter ended February 26,
2000 was $.182 per dozen as compared  to last fiscal  years' cost per dozen of
$.197,  a decrease of 7.6%.  Although total dozens sold increased and cost per
dozen  sold  improved,  the sharp drop in egg  selling  prices  resulted  in a
decrease  in gross  profit  from  20.2% of net  sales  for the  quarter  ended
February 27, 1999, to 8.3% for the quarter ended February 26, 2000.


                                      8

<PAGE>

      For the thirty-nine  week period ended February 26, 2000,  total cost of
sales was $194.4 million,  an increase of $8.9 million, or 4.8% as compared to
the cost of sales of $185.5  million for last year. The decrease is the result
of lower feed cost per dozen and an increase in dozens  purchased from outside
producers. Feed cost for the current 39 weeks was $.182 per dozen, compared to
$.198 per dozen for last year, a decrease of $.016 per dozen, or 8.0%.  Dozens
sold for the current 39 weeks are 58.2 million  dozens  higher than last year.
Of this  increase,  21.1  million  dozens  were  purchased  from  outside  egg
producers. As discussed above, the Company was able to make these purchases at
more  favorable net prices.  The  decreased  feed cost and cost of outside egg
purchases  were not enough to offset the drop in egg selling  prices,  and the
net  result was a decrease  in gross  profit  from 17.4% of net sales for last
year to 7.1% for the current fiscal year.

      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

      Selling,  general and administrative expense for the third quarter ended
February 26, 2000 was $10.8 million, an increase of $2.1 million, or 23.9%, as
compared  to the $8.7  million  for last  fiscal  year's  third  quarter.  The
increase is primarily due to the increased  dozens sold from the  acquisitions
mentioned  above.  Dozens of eggs sold for the current  quarter  increased 28%
above the same period last year. The increase of $2.1 million was evenly split
between  administrative and delivery expenses. The increases in administrative
expenses were primarily in payroll and related overhead, and in consulting and
professional  fees.  All costs of delivery  increased in  relationship  to the
increased  sales  volume.  As a percent of net  sales,  selling,  general  and
administrative  expense  increased from 11.2% for fiscal 1999 to 13.6% for the
current third quarter.

      For the thirty-nine weeks ended February 26, 2000, selling,  general and
administrative  expense was $29.5  million,  an increase of $2.6  million,  or
9.5%, as compared to $26.9  million for the same period last fiscal year.  The
increase is related to the 18.1% increase in dozens sold from the acquisitions
mentioned above. On a dozens sold basis,  selling,  general and administrative
expense  have  decreased  $.006,  or 7.4%,  per dozen for the  current  fiscal
period. As a percent of net sales, selling, general and administrative expense
increased from 12.0% for last year to 14.0% for the current year.

      OPERATING INCOME

      As the  result of the  above,  an  operating  loss of $4.2  million  was
incurred for the third  quarter  ended  February  26, 2000,  as compared to an
operating income of $7.0 million for last fiscal year's comparable quarter. As
a percent of sales, the current fiscal 2000 quarter had a 5.3% operating loss,
compared to a 9.0% operating income for last year.

      For the thirty-nine  weeks ended February 26, 2000, an operating loss of
$14.5 million was incurred,  compared to a $12.2 million  operating income for
last fiscal year. As a percent of net sales,  the current  fiscal period had a
6.9% operating loss, compared to a 5.4% operating income for last year.

      OTHER EXPENSE

      Other expense for the third  quarter  ended  February 26, 2000 was $ 2.0
million,  an increase of $1.4  million,  as compared to the third quarter last
fiscal year.  For the current  quarter,  net interest  expense  increased $1.1
million and other  income  decreased  $229,000  from last year.  Net  interest
expense  increased  as the  result  of  increased  long-term  borrowing  and a
decrease in interest  income due to lower cash equivalent  investments.  Other
income decreased due to lower earnings from equity  investments.  As a percent
of net sales,  other  expense was 2.6% for the current  fiscal third  quarter,
compared to .9% last year.

      For the  thirty-nine  weeks ended  February 26, 2000,  other expense was
$4.5  million,  an increase of $2.2  million,  as compared to other expense of
$2.3  million for last year.  For the current  period,  net  interest  expense
increased  $2.3 million and other income  increased  $60,000.  The increase in
interest  resulted from the same  activities as mentioned above in the current
quarter.  As a percent of net sales,  other  expense  was 2.2% for the current
fiscal period, as compared to 1.0% for last year.


                                      9

<PAGE>

      INCOME TAXES

      As a result of the above,  the  Company's  pre-tax loss was $6.3 million
for the quarter ended  February 26, 2000,  compared to pre-tax  income of $6.3
million  for last  year's  quarter.  For the  current  quarter,  an income tax
benefit of $2.3 million was recorded with an effective  tax rate of 36.1%,  as
compared to an income tax expense of $2.4 million  with an  effective  rate of
37.2% for last year's comparable quarter.

      For the  thirty-nine  week period ended February 26, 2000, the Company's
pre-tax loss was $19.0 million, compared to pre-tax income of $9.8 million for
last year. For the current  thirty-nine week period,  an income tax benefit of
$7.0 million was recorded with an effective tax rate of 36.5%,  as compared to
an income tax expense of $3.7 million with an effective rate of 37.6% for last
year's comparable period.


      NET INCOME (LOSS)

      Net loss for the third quarter ended February 26, 2000 was $4.0 million,
or $.32 per basic share,  compared to net income of $4.0 million,  or $.31 per
basic share for last fiscal year's third quarter.

      For the  thirty-nine  week period ended  February 26, 2000, net loss was
$12.1  million,  or $.98 per basic share,  compared to last fiscal  year's net
income of $6.1 million, or $.47 per basic share.


      CAPITAL RESOURCES AND LIQUIDITY

      The Company's  working  capital at February 26, 2000 was $30.3  million,
compared to $48.5  million at May 29,  1999.  The  Company's  need for working
capital  generally is highest in the first and last fiscal  quarters ending in
August and May,  respectively,  when egg prices are normally at seasonal lows.
Seasonal  borrowing  needs  frequently  are higher  during these  periods than
during other fiscal  periods.  The Company had $34 million  available  for use
under its line of credit with three banks at February 26, 2000.  The Company's
long-term debt at that date,  including  current  maturities  and  capitalized
lease obligations, totaled $121.1 million.

      Substantially all trade receivables  collateralize the Company's line of
credit,  and  property,   plant  and  equipment  collateralize  the  Company's
long-term  debt.  The Company is required by certain  provisions of these loan
agreements to (1) maintain  minimum  levels of working  capital and net worth;
(2) limit dividends,  capital  expenditures,  lease obligations and additional
long-term  borrowings;  and  (3)  maintain  various  current,  cash-flow,  and
interest coverage ratios,  among other restrictions.  For the current quarter,
the Company did not meet its  interest  coverage  ratio and tangible net worth
requirements  pertaining to three long-term note payable  agreements  totaling
$51 million. It also did not meet its funded debt ratio requirement pertaining
to one of these long-term note payable  agreements and its $35 million line of
credit.  The Company does not  anticipate  meeting these  requirements  in the
fourth quarter of fiscal 2000. It has received a waiver of these  requirements
for the third and fourth quarters of fiscal 2000 and anticipates  amending the
agreements to ensure compliance with these  requirements in fiscal 2001. Under
certain of the loan  agreements,  the  lenders  have the option to require the
prepayment  of any  outstanding  borrowings  in the  event of a change  in the
control of the company.

      For the thirty-nine  weeks ended February 26, 2000, $10.1 million in net
cash was used in operating  activities.  This compares to $19.4 million in net
cash that was provided by operating  activities for the comparable period last
fiscal year. In the current thirty-nine week period, $4.5 million was used for
purchases  of  property,   plant  and   equipment,   $12.7  million  used  for
construction  projects,  and $36.2 million used in  acquisition of a shell egg
operation.  Approximately  $1.0 million was used for purchase of common stock,
and  $456,000  was used for  payment of  dividends  on the common  stock.  The
Company,  as a 50% member,  invested $1.2 million,  and loaned $1.5 million in
the  construction  of a joint venture egg  operation in Utah,  Delta Egg Farm,
LLC.  The Company  received  $1.0 million  from  borrowings  under its line of
credit and long-term  borrowings of $40.3 million.  Principal payments of $3.2
million were made on long-term  debt. The net result was a decrease in cash of
$28.7 million.

      In September 1999, the Company obtained  additional  borrowings of $16.0
million,  received a commitment for an additional  $15.0 million over the next
two years for construction  purposes, and revised terms for approximately $9.3
million in existing long-term debt. The additional borrowings of $16.0 million
has an average life of approximately 10.6 years and an interest rate of 8.26%.


                                      10

<PAGE>

The revised terms for the $9.3 million debt will initiate in December 2003 and
include a 15-year amortization.  The debt is secured by certain assets located
in Ohio, Kentucky, and Tennessee.

      In February 2000, the Company obtained a $14.0 million note payable with
a  10-year  amortization  period  and an  interest  rate of LIBOR  plus  1.75%
maturing in 2000. The note payable is secured by certain assets  acquired from
Smith Farms.

      For the  comparable  period last fiscal year,  $3.1 million was used for
purchases  of  property,  plant,  and  equipment,  and  $6.6  million  used in
construction projects. The Company invested $1.5 million in the Delta Egg Farm
joint venture egg  operations  in Utah.  Net cash of $4.4 million was received
from sales of  property,  plant,  and  equipment,  and from notes  receivable.
Additional  long-term  borrowings of $6.4 million were received and repayments
of $3.8 million were made.  Approximately  $1.5 million was used in payment of
stock  dividends  and  purchases  of  treasury  stock.  The net  result was an
increase in cash of $13.7 million

      At February 26, 2000,  the Company had expended,  since the start of the
project,  approximately  $13.5  million  for  construction  of new  shell  egg
production,  processing  and feed  mill  facilities  in  Waelder,  Texas.  The
estimated cost of construction is approximately $18.7 million with anticipated
borrowings  in fiscal 2000 of  approximately  $10.4  million from an insurance
company.

      The  Company  has  $2.9  million  of  deferred  tax  liability  due to a
subsidiary's  change from a cash basis to an accrual basis taxpayer on May 29,
1988.  The  TAXPAYER  RELIEF ACT OF 1997  provides  that the taxes on the cash
basis  temporary  differences  as of that date are  generally  payable over 20
years  beginning in fiscal 1999,  or in full in the first fiscal year in which
there is a change in ownership  control.  Payment of the $2.9 million deferred
tax  liability  will  reduce  the  Company's  cash,  but would not  impact the
Company's  statement of operations or reduce  stockholder's  equity,  as these
taxes have been accrued and are reflected on the Company's balance sheet.


      FORWARD   LOOKING   STATEMENTS.   The   foregoing   statements   contain
forward-looking  statements,  which involve risks, and  uncertainties  and the
Company's actual  experience may differ  materially from that discussed above.
Factors  that may cause such a  difference  include,  but are not  limited to,
those discussed in "Factors  Affecting Future  Performance"  below, as well as
future  events that have the effect of reducing the Company's  available  cash
balances,  such as  unanticipated  operating  losses or  capital  expenditures
related to possible  future  acquisitions.  Readers are cautioned not to place
undue  reliance on  forward-looking  statements,  which  reflect  management's
analysis only as the date hereof.  The Company assumes no obligation to update
forward-looking  statements.  See also the Company's  reports to be filed from
time to time with the  Securities  and  Exchange  Commission  pursuant  to the
Securities Exchange Act of 1934.

      FACTORS  AFFECTING  FUTURE  PERFORMANCE.  The Company's future operating
results  may be affected by various  trends and factors  beyond the  Company's
control.  These include  adverse  changes in shell egg prices and in the grain
markets.  Accordingly,  past trends  should not be used to  anticipate  future
results and trends.  Further,  the Company's prior  performance  should not be
presumed to be an accurate indication of future performance.

ITEM 3.     QUANTATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK

      There have been no material  changes in the market risk  reported in the
Company's fiscal 1999 annual report on Form 10-K.


                                      11

<PAGE>

                          PART II. OTHER INFORMATION


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

a.    Exhibits

      Exhibit
      Number         Exhibit

        27           Financial data schedule

b.    Reports on Form 8-K

No current report on Form 8K was filed by the Company covering an event during
the third quarter of fiscal 2000.


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<PAGE>

                                  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 06,2000                            /s/BOBBY J. RAINES
                                                ------------------
                                                Bobby J. Raines
                                                Vice President/Treasurer
                                                (Principal Financial Officer)


Date:  April 06,2000                            /s/CHARLES F. COLLINS
                                                ---------------------
                                                Charles F. Collins
                                                Vice President/Controller
                                                (Principal Accounting Officer)


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