PROXY STATEMENT

CAGLE'S, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD
JULY 11, 1997

TO THE HOLDERS OF CLASS A COMMON STOCK:
   Notice is hereby given that the Annual Meeting of Shareholders of Cagle's, 
Inc. (the "Company"), will be held at the Company's offices located at 2000 
Hills Avenue, Atlanta, Georgia, on the 11th day of July, 1997, at 11:00 A.M. 
Eastern Daylight Time, for the following purposes:

(1) To fix the number of members of the Board of Directors at nine, and to 
    elect the members thereof; and

(2) To transact any other business that may properly come before the meeting or 
    any adjournments thereof; all as set forth in the Proxy Statement 
    accompanying this notice.
  
   Only holders of record of Class A Common Stock on May 24, 1997, will be 
entitled to vote at the meeting. The transfer books will not be closed.

                      
                                    By order of the Board of Directors.

 
                                    George L. Pitts, Secretary


Atlanta, Georgia
June 9, 1997

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING IN PERSON, PLEASE SIGN, 
DATE, AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED BUSINESS REPLY 
ENVELOPE. IF YOU DO ATTEND THE MEETING, YOU MAY, IF YOU WISH, WITHDRAW YOUR 
PROXY AND VOTE IN PERSON.


<PAGE>


CAGLE'S, INC.
2000 HILLS AVENUE, N.W.    ATLANTA, GEORGIA 30318

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JULY 11, 1997

   The enclosed proxy is solicited by the Board of Directors of Cagle's, Inc. 
(the ``Company") for use at the Annual Meeting of Shareholders to be held on 
July 11, 1997, and at any adjournment thereof, and is revocable by written 
notice to the Secretary of the Company at any time before its exercise. Unless
revoked, proxies in the form enclosed, properly executed and received by the 
Secretary of the Company prior to the Annual Meeting, will be voted at the 
meeting as specified by the shareholder in the proxy or, except with respect 
to broker non-votes, if no specification is made in the proxy, then the 
persons designated as proxies shall vote FOR each of the proposals set forth 
in the accompanying Notice of Annual Meeting of Shareholders, and according 
to their discretion upon all other matters which may properly come before the
meeting. Broker non-votes will not be included in vote totals and will have no
effect on the outcome of the vote. Abstentions will not be counted either as a
vote FOR or a vote AGAINST a proposal and will have no effect on the outcome 
of the vote.

   An annual report to the shareholders, including financial statements for 
the year ended March 29, 1997, is enclosed herewith. The approximate date of
mailing this proxy statement and the form of proxy is June 9, 1997.
   
   On May 24, 1997, the Company had outstanding and entitled to vote at the 
Annual Meeting 5,006,282 shares of Class A Common Stock. With regard to any 
matter to be considered, each share of Class A Common Stock is entitled to 
one vote. If a quorum is present, directors will be elected by the 
affirmative vote of a majority of the shares represented at the meeting in
person or by proxy. A quorum consists of shareholders owning 50% of the 
Class A Common Stock plus one share. Only shareholders of record on May 24,
1997, are entitled to vote at the meeting.

   The enclosed proxy will be voted to fix the number of members of the Board 
of Directors at nine and elect the nine nominees named in the proxy. Each 
director shall hold office for a term of one year and thereafter until his or
her successor shall have been duly elected and qualified. In the event that 
any of the nominees is unable to serve (which is not anticipated), the 
persons designated as proxies will cast votes for the remaining nominees 
and for such other persons as they may select. All nine of the nominees are
presently directors, whose one year terms of office will expire at the 
Annual Meeting.

DIRECTORS AND EXECUTIVE OFFICERS

   The following persons are presently directors of the Company and have been 
nominated to stand for re-election:

   J. Douglas Cagle, 66, has been a director of the Company since 1953, and 
has been Chief Executive Officer of the Company since 1970 and Chairman of 
the Board of the Company since July, 1993. Mr. Cagle served as President of 
the Company from 1970 to July, 1993. He is expected to be reelected to the
offices of Chief Executive Officer and Chairman of the Board when his one year
term expires at the next annual meeting of the Board, which is scheduled for
July 11, 1997, immediately following the Annual Meeting of Shareholders. 
Under rules promulgated by the Securities and Exchange Commission, Mr. Cagle 
is a "control person" of the Company due to his stock holdings and those of 
his relatives. Mr. Cagle is the father of George Douglas Cagle and James David
Cagle, who are also directors of the Company.

                                1
<PAGE>

   George Douglas Cagle, 44, has been a director of the Company since July, 
1976. Mr. Cagle has been employed in the corporate sales department of the 
Company since the end of 1977, and he has been Vice President New Product 
Development since July, 1993, an office to which he is expected to be reelected 
at the next annual meeting of the Board. Mr. Cagle is the son of J. Douglas 
Cagle and the brother of James David Cagle, who are also directors of the 
Company.

   Kenneth R. Barkley, 56, has been employed by the Company since April, 1974, 
has been a director of the Company since July, 1977, and has been Treasurer and 
Chief Financial Officer of the Company since July, 1977 and Senior Vice 
President Finance of the Company since July, 1993. Mr. Barkley served as 
Secretary of the Company from July, 1977 to July, 1993. He is expected to be 
reelected to the offices of Treasurer, Chief Financial Officer and Senior Vice 
President Finance at the next annual meeting of the Board.

   James David Cagle, 43, has been a director since July, 1987. He has been 
employed in the corporate sales department of the Company since 1982, and he 
has been Vice President New Product Sales since July, 1993, an office to which 
he is expected to be reelected at the next annual meeting of the Board. Mr. 
Cagle is the son of J. Douglas Cagle and the brother of George Douglas Cagle, 
who are also directors of the Company.

   Jerry Don Gattis, 48, has been a director since July, 1989, and has been 
President and Chief Operating Officer of the Company since July, 1993, offices 
to which he is expected to be reelected at the next annual meeting of the Board.
Mr. Gattis joined the Company in April, 1987 as Vice President Sales and 
Marketing, which office he held until February, 1989. He served as Senior Vice 
President of the Company from February, 1989 to July, 1993. Before becoming 
employed by the Company, Mr. Gattis was Director of Sales and Distribution for 
Pilgrim's Pride and had held this position since 1981. Mr. Gattis previously 
had been associated with Mountaire Corporation, which Pilgrim's Pride acquired 
in 1981. While with Mountaire, Mr. Gattis served as Sales Manager and later as 
General Manager of Processing and Sales.

   Mark M. Ham IV, 42, has been a director since July, 1993. Mr. Ham has been 
Assistant Secretary of the Company since July, 1987 and Vice President 
Information Systems since July, 1993, offices to which he is expected to be 
reelected at the next annual meeting of the Board. Mr. Ham has been associated 
with the Company since 1977, during which time he has been responsible for the 
Company's cost accounting and special accounting projects and matters involving 
data processing and telecommunication.

John J. Bruno, Jr., 53, has been a director since July, 1993. Mr. Bruno joined 
the Company in October, 1988 as Director of Sales and Marketing and has been 
Senior Vice President Sales and Marketing of the Company since July, 1993, an 
office to which he is expected to be reelected at the next annual meeting of 
the Board. Mr. Bruno served as Vice President Sales and Marketing from 
February, 1989 to July, 1993. Before becoming employed by the Company, Mr. 
Bruno was Director of Sales and Marketing for Marshall Durbin Company and had 
held that position since 1980.

   Candace Chapman, 40, has been a director since July, 1993. Ms. Chapman is a 
principal in C2 Associates, Ltd. Prior to forming C2 Associates, Ltd., Ms. 
Chapman was a Consultant/Director of Marketing at Wyatt Investment 
Consulting, Inc. Ms. Chapman previously was a Vice President at Atlanta 
Capital Management Company from 1991 to October, 1994, and worked in the 
trust investment division of SouthTrust Bank, from 1987 to 1991, where she 
developed business opportunities for the bank. Ms. Chapman is a Certified 
Public Accountant and also holds Series 7 and Series 63 investment licenses.

   G. Bland Byrne III, 45, has been a director since July, 1995. Mr. Byrne is a 
principal in the law firm of Byrne, Eldridge, Moore & Davis, P.C. Mr. Byrne 
previously was a partner in the law firm of Swift, Currie, McGhee & Hiers, 
from January, 1984 to April, 1994.

                                2
<PAGE>

   The foregoing list of nominees includes several persons who also may be 
considered executive officers of the Company: namely, J. Douglas Cagle, 
George Douglas Cagle, Kenneth R. Barkley, James David Cagle, Jerry Don 
Gattis, Mark M. Ham IV, and John J. Bruno, Jr. In addition, the following 
individual is expected to be reelected as an executive officer immediately 
following the Annual Meeting:

George L. Pitts III, 48, has been Secretary of the Company since July, 1993, 
an office to which he is expected to be reelected at the next annual meeting of 
the Board. Mr. Pitts has been employed in the corporate accounting department 
of the Company since 1974, holding the position of Corporate Accounting Manager.

Johnny M. Burkett, 55, has been Senior Vice President of the Company since 
December, 1996 an office to which he is expected to be reelected at the next 
annual meeting of the Board.  Before joining the Company, Mr. Burkett was 
employed by Fielddale Farms, a poultry processing company.  Since 1991, Mr. 
Burkett worked in both processing and live operations at Fieldale Farms, 
holding the positions of Director of Processing and Director of Live Operations.

OWNERSHIP OF VOTING SHARES BY OFFICERS, DIRECTORS AND OTHERS

The following table sets forth the stock ownership in the Company, as of May 1, 
1997, of each director and nominee for director and of each executive officer 
named in the Summary Compensation Table on page 5 hereof.


                               Amount and Nature of       Percent of
                              Beneficial Ownership of       Class A
    Name                        Class A Common Stock      Common Stock
                                                                         
J. Douglas Cagle..............     2,124,556  (a)            42.4%
George Douglas Cagle..........       439,484  (b)             8.8%
Kenneth R. Barkley............         5,250  (c)              *
James David Cagle.............       443,178  (d)             8.9%
Jerry Don Gattis..............        20,492  (e)              *
Mark M. Ham IV................         5,100  (f)              *
John J. Bruno, Jr.............         6,000  (g)              *
Candace Chapman...............           689                   *
G. Bland Byrne III............         2,000                   *
All Directors and 
Executive Officers 
as a group (10) persons.......     3,056,333  (h)            60.7%

--------------

*Less than 1% of issued and outstanding shares of Class A Common Stock of 
   the Company.
(a) This amount includes 962,028 shares owned by Mr. Cagle as trustee of a 
       trust established under the will of his father.
(b) This amount includes 105,026 shares held as custodian for Mr. Cagle's 
    children.
(c) This amount includes 5,000 shares which may be acquired upon the exercise 
      of options which are presently exercisable.
(d) This amount includes 108,722 shares held as custodian for Mr. Cagle's 
    children.
(e) This amount includes 10,000 shares which may be acquired upon the exercise 
      of options which are presently exercisable.
(f) This amount includes 5,000 shares which may be acquired upon the exercise 
     of options which are presently exercisable.
(g) This amount includes 5,000 shares which may be acquired upon the exercise 
      of options which are presently exercisable.
(h) This amount includes 25,000 shares which may be acquired upon the exercise 
      of options which are presently exercisable.

                                     3
<PAGE>
 
   The following table sets forth each person known to management to be the 
beneficial owner of more than five percent of the voting securities of the 
Company as of May 1, 1997:

                                                 Amount and Nature
  Title of        Name and Address of             of Beneficial      Percent of
  Class           Beneficial Owner                Owenership (a)        Class

Class A          J. Douglas Cagle ..............  2,124,556 (b)          42.4%
Common Stock     2000 Hills Avenue, N.W.
                 Atlanta, Georgia 30318

Class A          George Douglas Cagle ..........    439,484  (c)          8.8%
Common Stock     2000 Hills Avenue, N.W.
                 Atlanta, Georgia 30318

Class A          James David Cagle..............    443,178 (d)           8.9%
Common Stock     2000 Hills Avenue, N.W.
                 Atlanta, Georgia 30318

Class A          Dimensional Fund Advisors, Inc.    305,750 (e)           6.1%
Common Stock     1299 Ocean Avenue
                 11th Floor
                 Santa Monica, California 90401
----------------
(a)  Of the shares shown in this column, management knows of no shares with 
       respect to which such listed beneficial owners have the right to acquire 
       beneficial ownership as specified in regulations of the Securities and 
       Exchange Commission.
(b)  This amount includes 962,028 shares owned by Mr. Cagle as trustee of a 
     trust established under the will of his father.
(c)  This amount includes 105,026 shares held as custodian for Mr. Cagle's 
     children.
(d)  This amount includes 108,722 shares held as custodian for Mr. Cagle's 
     children.
(e)  Dimensional Fund Advisors, Inc. (``Dimensional"), a registered investment 
       advisor, is deemed to have beneficial ownership of 305,750 shares as of 
       December 31, 1996, all of which are held in portfolios of DFA Investment 
       Dimensions Group Inc., a registered open-end investment company, or in a 
       series of the DFA Investment Trust Company, a Delaware business trust, 
       or the DFA Group Trust and DFA Participation Group Trust, investment 
       vehicles for qualified employee benefit plans, for all of which 
       Dimensional serves as investment manager. Dimensional disclaims 
       beneficial ownership of all such shares.

SECTION 16(a) BENEFICIAL OWENERSHIP REPORTING COMPLIANCE
   Pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the 
Securities and Exchange Commission ("SEC") regulations, the Company's 
directors, certain officers, and greater than ten percent shareholders are 
required to file reports of ownership and changes in ownership with the SEC and
the American Stock Exchange and to furnish the Company with copies of all such 
reports they file. Based solely on its review of such reports from certain 
reporting persons, the Company believes that all filing requirements applicable
to its directors, officers and ten percent shareholders were satisfied during 
the Company's last fiscal year.

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS AND 
COMPENSATION OF DIRECTORS

   The Board of Directors established an Audit Committee in February, 1981. 
This committee reviews the work of the Company's independent public 
accountants, management, and internal accounting staff to ensure that each is 
properly discharging its responsibilities in the area of financial control and 
reporting. The committee is presently composed of George Douglas Cagle, G. 
Bland Byrne III, and Candace Chapman. The Company does not have 

                                                            4
<PAGE>

nominating or compensation committees of the Board of Directors. During the 
last fiscal year, there were five meetings of the Board of Directors, and the 
Audit Committee met one time. Each of the incumbent directors during the last 
fiscal year attended at least 75% of the aggregate of the number of meetings of
the Board of Directors and the number of meetings of the Audit Committee held 
during any period during which he was a director or member of the Audit 
Committee, respectively.

   During the Company's last fiscal year, each director who was not also an 
officer or full time employee of the Company, received an annual director's fee
in the amount of $15,000. Directors who were officers or full time employees of
the Company received an annual director's fee of $10,000.

EXECUTIVE COMPENSATION

   The following tables and narrative text discuss the compensation paid in the 
Company's fiscal year ended March 29, 1997, and the two prior fiscal years to 
the Company's Chief Executive Officer and the Company's four other most 
highly compensated executive officers.

Summary Compensation Table
                  
                                                      Long Term
                                                      Compensation
                                                     ------------
                                  Annual              Securities
Name and Principal        -------------------------  Underlying    All Other
Position                  Year(1 Salary   Bonus (2  Options(#)  Compensation(3
-------------------------  ----  -------- --------  ----------  --------------
J. Douglas Cagle           1997  $286,313      -0-         -0-      $24,817 (4
Chairman of the Board &    1996   277,198  135,960         -0-      $26,018 (4 
Chief Executive Officer    1995   262,315  132,000         -0-       18,400
Jerry Don Gattis           1997   271,030      -0-         -0-        7,172
President &                1996   266,880  128,440         -0-        8,451
Chief Operating Officer    1995   243,639  123,500         -0-        9,676
John J. Bruno              1997   177,665      -0-         -0-        5,782
Senior Vice President      1996   166,058   82,500         -0-        3,046
Sales and Marketing        1995   151,289   75,000         -0-        4,247
Kenneth R. Barkley         1997   128,943      -0-         -0-        5,820
Senior Vice President      1996   124,368   58,526         -0-        5,701
Finance,Treasurer &        1995   117,577   56,275         -0-        8,370
Chief Financial Officer
Mark M. Ham IV             1997   101,520      -0-         -0-        9,702
Vice Pres. Information     1996    97,998   45,032         -0-       11,408
Systems & Asst. Secretary  1995    92,775   43,300         -0-       10,571


(1  The year designated in this column refers to the Company's fiscal year
    which ended in such year, which for 1997 was March 29, 1997.
(2  The amounts in this column represent the bonuses paid to the named 
    individuals pursuant to the Company's Executive Bonus Plan.
(3  This column includes contributions or payments to, or for the account of, 
    the named individuals pursuant to the Company's Cash or Deferred 
    Profit-Sharing Plan (the "401(k) Plan") and to the Company's medical 
    reimbursement plan. The medical reimbursement plan covers directors who 
    are also employees and officers. Medical expenses of the covered 
    individuals and their dependents which are not otherwise covered by 
    insurance are paid under this plan upon the filing of a proof of claim 
    by the covered individual with the Company's insurance carrier.
(4  This amount includes $15,029.38 for 1997 and $20,400 for 1996  
    representing the portion of the premiums paid with respect to the 
    split dollar life insurance policies described in COMPENSATION COMMITTEE
    INTERLOCKS AND INSIDER PARTICIPATION below, which portion is considered
    income for purposes of taxation.

                               5
<PAGE>


Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR 
    Values
                              
                                              Number of       Value of
                                              Securities      Unexercised
                                              Underlying      In-the-Money
                                              Unexercised     Options at
                                              Options at      Year End
                   Shares Acquired            Year End (#)       ($)
                     on Exercise     Value    Exercisable/    Exercisable/
Name                    (#)         Realized  Unexercisable   Unexercisable
------------------ --------------- ---------- -------------  ----------------
J. Douglas Cagle         _             _            _              _    
Jerry D. Gattis          _             _        10,000/2,500  $20,750/$5,188
John J. Bruno            _             _        5,000/1,250   $10,375/$2,594
Kenneth R. Barkley       _             _        5,000/1,250   $10,375/$2,594
Mark M. Ham IV           _             _        5,000/1,250   $10,375/$2,594




Compensation Committee Interlocks and Insider Participation

  The Board of Directors of the Company does not have a standing compensation 
committee. The entire Board determines the compensation of the Chief Executive 
Officer, and the Chief Executive Officer determines the compensation of the 
remaining executive officers of the Company and its wholly-owned subsidiary. 
The following members of the Board of Directors also were executive officers 
of the Company and its subsidiary during the last fiscal year: J. Douglas 
Cagle, Jerry Don Gattis, Kenneth R. Barkley, John J. Bruno, Jr., Mark M. Ham 
IV, George Douglas Cagle and James David Cagle.

Two irrevocable trusts hold two cash value life insurance policies on the lives
of J. Douglas Cagle and his wife, the aggregate face value of which is 
$20,000,000. The Company is a party to a split dollar agreement with each trust
pursuant to which the Company has agreed to make all of the payments on the 
policies which are not paid by the trusts until the death of both J. Douglas 
Cagle and his wife or, if earlier, the termination of the agreements by the 
trusts, at which time the trusts shall repay to the Company all amounts paid 
by the Company on such policies. The premiums paid by the Company on these 
policies during its last fiscal year totaled $351,986.12.
 
                                 6
<PAGE>

Board Report on Executive Compensation

  The components of the annual compensation paid to the Chief Executive Officer
and the other executive officers of the Company are (i) base salary; (ii) a 
bonus calculated pursuant to the provisions of the Company's Executive Bonus 
Plan; (iii) allocation of contributions made by the Company to the respective 
accounts of such executive officers under the Company's 401(k) Plan; and (iv) 
payments made pursuant to the Company's medical reimbursement plan. All 
executive officers other than the Chief Executive Officer are also eligible to 
participate in the Company's 1993 Stock Option Plan.

  The base salaries of the Chief Executive Officer and of the other executive 
officers are not directly related to factors such as the Company's 
profitability, sales growth, return on equity or market share, except to the 
extent that such factors impact the Company's overall ability to satisfy its 
compensation obligations to all employees. The base salaries for the Chief 
Executive Officer and other executive officers of the Company are determined 
primarily by a comparison of similarly situated officers of other companies in 
the poultry industry. Years of service, responsibilities, company growth, 
future plans and the Company's current ability to pay are also taken into 
account in determining such base salaries.

The Chief  Executive Officer and certain other executive officers are 
participants in the Company's Executive Bonus Plan. The amount of the bonuses 
payable are based upon the Company's after tax return on shareholder equity. 
Such return is calculated before the accrual of any bonus payable pursuant to 
the plan. Pursuant to the plan, each participant receives a bonus in an amount 
equal to: fifty percent (50%) of such participant's base salary for a return 
on shareholders equity of twenty percent (20%) or more, thirty percent (30%) of
base salary for a return of 15% to 19.99%, twenty percent (20%) of base salary 
for a return of 10% to 14.99%, with no bonus payable if the return is less than
ten percent (10%).

The stock options granted under the 1993 Stock Option Plan, which plan was 
approved by the shareholders in July, 1993, provide an incentive for executive 
officers to manage the Company with a view toward maximization of long-term 
shareholder value. Stock options to purchase Class A Common Stock may be 
granted by the Plan Administrator to executive officers at an option price of 
100% of the market value on the date of the grant, with a maximum term of 10 
years. The Plan Administrator has sole discretion in determining the amount of 
shares covered by each option and the vesting thereof.

This report was prepared by the entire Board of Directors of the Company.

Performance Graph

The following graph presents a comparison of five year cumulative total 
shareholder returns among Cagle's, Inc., the S&P 500 Index and a Peer Group 
Index. This information provides the annual return from the beginning of the 
previous fiscal year assuming dividends are reinvested monthly. The graph 
assumes an initial investment of $100 in March 1992. The Peer Group Index 
consists of the following companies: Golden Poultry, Inc., Hudson Foods, Inc., 
Pilgrim's Pride Corporation, Sanderson Farms, Inc., Tyson Foods, Inc., and 
WLR Foods, Inc.

                                                            7
<PAGE>


March 31, 1992 = $100.00
  
                           Base
                           Year    March   March   March   March   March
Company/Index              1992    1993    1994    1995    1996    1997
                           ----    -----   -----   -----   -----   -----  
CAGLE'S, INC. -CL A         100     372      358     584     484     370   
S&P 500 INDEX               100     115      117     135     179     214
PEER GROUP INDEX                                                           
  AVERAGE                   100     144      130     152     142     172

                                     8

<PAGE>


MATERIAL INTERESTS AND MATERIAL TRANSACTIONS

Certain directors or nominees for director are affiliated with entities that 
have transacted a material amount of business with the Company during the 
Company's last fiscal year or that propose to do so during the Company's 
current fiscal year. These business relationships are as follows:

The firm of Byrne, Eldridge, Moore & Davis, P.C. in which Mr. G. 
Bland Byrne III, a director of the Company, is a principal, received 
$305,534.50 during the last fiscal year of the Company as fees for legal 
services rendered to the Company and its subsidiaries.

SOLICITATION OF PROXIES

The cost of soliciting proxies will be borne by the Company. In addition to 
solicitation of shareholders of record by mail, telephone or personal contact, 
arrangements will be made with brokerage houses to furnish proxy materials to 
their principals, and the Company will reimburse them for mailing expenses. 
Custodians and fiduciaries will be supplied with proxy materials to forward to 
beneficial owners of stock.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has selected Arthur Andersen LLP to serve as independent
accountants of the Company for the current fiscal year. Arthur Andersen LLP has
served as the Company's independent accountants since 1984.

Representatives of Arthur Andersen LLP are expected to be present at the 
shareholders' meeting, will have an opportunity to make a statement if they 
desire to do so, and will be available to respond to appropriate questions.

PROPOSALS OF SECURITY HOLDERS FOR 1998 ANNUAL MEETING

The deadline for receipt of shareholder proposals for inclusion in the 
Company's proxy statement and form of proxy for presentation at the 1998 annual
meeting of shareholders is February 10, 1998.

OTHER MATTERS

Management does not know of any matter to be brought before the meeting other 
than those referred to above. If any other matters properly come before the 
meeting, the persons designated as proxies will vote thereon in accordance with
their best judgment.

                                 9
<PAGE>


Whether or not you expect to be present at the meeting in person, please sign, 
date and return the enclosed proxy promptly in the enclosed business reply 
envelope. No postage is necessary if mailed in the United States.

THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS 
HEREBY SOLICITED, ON WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE 
COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS 
AND THE SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 13a-1 UNDER THE SECURITIES EXCHANGE 
ACT OF 1934 FOR THE COMPANY'S MOST RECENT FISCAL YEAR. REQUESTS SHOULD BE 
ADDRESSED TO MR. GEORGE PITTS, SECRETARY, CAGLE'S, INC., POST OFFICE BOX 
4664, ATLANTA, GEORGIA 30302. IF THE PERSON REQUESTING THE REPORT WAS NOT 
A SHAREHOLDER OF RECORD ON MAY 24, 1997, THE REQUEST MUST INCLUDE A 
REPRESENTATION THAT HE WAS A BENEFICIAL OWNER OF THE COMMON STOCK ON 
THAT DATE.

By order of the Board of Directors.
George L. Pitts, Secretary

Atlanta, Georgia
June 9, 1997

                                                              10
<PAGE>