SECURITIES AND EXCHANGE
COMMISSION Washington, D.C.

FORM 10-K/A No. 1

Pursuant to Section 13
or 15(d) of theSecurities Exchange Act
of 1934

Amendment No. 1 to Annual Report on
Form 10-K for the year ended May 31, 2003

Cal-Maine Foods Inc. (Exact
name of Registrant as specified in its charter)

|Delaware                     | 000-04892    | 64-0500378            
|---------------------------- | ------------ | ----------------------
|(State or other jurisdiction | (Commission  | (IRS Employer         
|of incorporation)            | File Number) | Identification Number)

|3320 Woodrow Wilson Avenue,
Jackson, Mississippi | 39207     
|------------------------------------------------ | ----------
|(Address of principal executive offices)         | (zip code)

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

The
undersigned registrant hereby includes the following portions of its Annual Report on
Form 10-K for the year ended May 31, 2003, as set forth in the pages attached hereto:

|Part I    | Item 1.  | Business                                                                                      
|--------- | -------- | ----------------------------------------------------------------------------------------------
|          |          |                                                                                               
|Part II.  | Item 7.  | Management's Discussion and Analysis of FinancialCondition and Results of Operations          
|Part III. | Item 10. | Directors and Executive Officers of the Registrant                                            
|          | Item 11. | Executive Compensation                                                                        
|          | Item 12. | Security Ownership of Certain Beneficial Owners andManagement and Related Stockholders Matters
|          | Item 13. | Certain Relationships and Related Transactions                                                

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Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this amendment to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                       
|-----------------------
|                       
|                       
|Date: November 10, 2003

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# Cal-Maine Foods Inc.

# AMENDMENT NO. 1 TO
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MAY
31, 2003

# PART I

# ITEM 1. BUSINESS

# General

Cal-Maine
Foods, Inc. (Cal-Maine or the Company) was incorporated in
Delaware in 1969. The Companys primary business is the production, cleaning,
grading, and packaging of fresh shell eggs for sale to shell egg retailers. Shell egg
sales, including feed sales to outside egg producers, accounted for approximately 99% of
the Companys net sales in fiscal 2003 and 98% in fiscal 2002. The Company is the
largest producer and distributor of fresh shell eggs in the United States and during
fiscal 2003, had sales of approximately 571 million dozen shell eggs. This volume
represents approximately 13% of all shell eggs sold in the United States. The Company
markets the majority of its eggs in 26 states, primarily in the southwestern,
southeastern, mid-western and mid-Atlantic regions of the United States.

The
Companys principal executive offices are located at 3320 Woodrow Wilson Avenue,
Jackson, Mississippi 39209, and its telephone number is 601-948-6813. Except as otherwise
indicated by the context, references herein to the Company or
Cal-Maine include all subsidiaries of the Company.

# Possible Going
Private Transaction

As
reported in the Companys Form 8-K Current Report dated July 11, 2003, at a special
meeting held on that date Cal-Maines Board of Directors unanimously voted to explore
the possibility of the Company becoming privately owned. At the same meeting, the Board
also appointed a Special Committee comprised of three independent directors to consider
the feasibility of going private and, in that regard, to ensure that the best
interests of the Company and its shareholders would be served by such a course of action.

The
members of the Special Committee are W.D. Cox, Letitia C. Hughes and R. Faser Triplett,
M.D. Following their appointment, the Committee members held an organizational meeting and
elected Dr. Triplett as the Committees Chairman. In addition, the Committee decided
to interview certain investment banking firms for purposes of obtaining an opinion as to
the fairness from a financial standpoint of the price to be paid by the Company for shares
to be purchased in a going private transaction, as well as to assist the Committee in
evaluating alternative methods of going private. In addition, the Committee selected and
engaged its own independent counsel to advise and represent the Committee on related legal
matters.

On
July 24, 2003, after considering several investment banking firms, the Special Committee
engaged Houlihan Lokey Howard & Zukin Financial Advisors, Inc. (Houlihan
Lokey) to serve as investment adviser to the Committee in connection with the
possible going private transaction. The selection of Houlihan Lokey was reported by the
Committee to the full Board of Directors of the Company at a regular quarterly Directors
meeting held the same day. Houlihan Lokey will report to the Special Committee and its
final written opinion will be addressed to the full Board of Directors of the Company. All
expenses of a going private transaction, including Houlihan Lokeys fee, will be paid
by the Company.

3

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It
is presently contemplated that a going private transaction would be effected by means of a
reverse split of the Companys Common Stock. This would require an
amendment of the Companys Certificate of Incorporation that would result in
fractional shares that would be purchased by the Company for cash. If a going private
transaction is effected, as to which the Company can make no representation or prediction,
the reporting and other applicable requirements of the Securities Exchange Act of 1934
will no longer apply to the Company or to any officer, director or controlling stockholder
of the Company.

(On
November 6, 2003, the Company issued a press release announcing the termination of the
going private transaction.)

# Growth Strategy and
Acquisitions

The
Company has for many years pursued a growth strategy focused on the acquisition of
existing shell egg production and processing facilities, as well as the construction of
new and more efficient facilities. Since the beginning of fiscal 1989, the Company has
consummated ten acquisitions, adding an aggregate of 21 million layers to its capacity,
and built six new in-line shell egg production and processing facilities and
one pullet growing facility, adding 6.5 million layers and 1.5 million growing pullets to
its capacity. Each of the new shell egg production facilities generally provides for the
processing of approximately 400 cases of shell eggs per hour. These increases in capacity
have been accompanied by the retirement of older and less efficient facilities and a
reduction in eggs produced by contract producers. The in-line facilities
result in the gathering, cleaning, grading and packaging of shell eggs by less
labor-intensive, more efficient, mechanical means.

As
a result of the Companys strategy, the Companys total flock, including
pullets, layers and breeders, has increased from approximately 6.8 million at May 28, 1988
to an average of approximately 22.7 million for each of the past five fiscal years. Also,
the number of dozens of shell eggs sold has increased from approximately 117 million in
the fiscal year ended May 28, 1988 to an average of approximately 525.3 million over the
past five fiscal years. Net sales amounted to $387.5 million in fiscal 2003 compared to
net sales of $69.9 million in fiscal 1988.

The
Companys acquisitions and construction of larger facilities, described in the tables
below, reflect the continuing concentration of shell egg production in the United States
in a decreasing number of shell egg producers. The Company believes that a continuation of
that concentration trend may result in the reduced cyclicality of shell egg prices, but no
assurance can be given in that regard.

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# Acquisitions of Egg
Production and Processing Facilities

|Fiscal Year (1) | Seller                          | Location       | LayersAcquired
|--------------- | ------------------------------- | -------------- | --------------
|1989            | Egg City, Inc.                  | Arkansas       | 1,300,000     
|1990            | Sunny Fresh Foods, Inc.         | (2)            | 7,500,000     
|1991            | Sunnyside Eggs, Inc.            | North Carolina | 1,800,000     
|1994            | Wayne Detling Farms             | Ohio           | 1,500,000     
|1995            | A & G Farms                     | Kentucky       | 1,000,000     
|1997            | Sunbest Farms                   | Arkansas       | 600,000       
|1997            | Southern Empire Egg Farm, Inc.  | Georgia        | 1,300,000     
|1998            | J&S Farms / Savannah Valley Egg | Georgia        | 900,000       
|1999            | Hudson Brothers, Inc.           | Kentucky       | 1,200,000     
|2000            | Smith Farms                     | Texas/Arkansas | 3,900,000     
|                |                                 |                |               
|                | Total                           |                | 21,000,000    
|                |                                 |                |               

(1)    
          The Companys fiscal year ends on the Saturday closest to May 31.

(2)    
          New Mexico, Kansas, Texas, Alabama, Oklahoma, Arkansas and North Carolina

# Construction of Egg
Production, Pullet Growing and Processing Facilities (1)

|Fiscal YearCompleted | Location    | LayerCapacity | PulletCapacity
|-------------------- | ----------- | ------------- | --------------
|1990                 | Mississippi | 1,000,000     | 200,000       
|1992                 | Louisiana   | 1,000,000     | --            
|1992                 | Mississippi | --            | 500,000       
|1994                 | Mississippi | 1,000,000     | --            
|1996                 | Texas       | 1,000,000     | 250,000       
|1999                 | Kansas      | 1,250,000     | 250,000       
|2001                 | Texas       | 1,300,000     | 300,000       
|                     |             |               |               
|                     | Total       | 6,550,000     | 1,500,000     
|                     |             |               |               

(1)     Does not
include construction in Guthrie, Kentucky, commenced in fiscal 2001,                and
to be completed in the first or second quarter of fiscal 2004 at an
               estimated cost of $18.0 million, adding approximately 1,500,000 layer
capacity.

Although
it has made no acquisitions in the past three fiscal years, the Company proposes to
continue to pursue opportunities for the acquisition of other companies engaged in the
production and sale of shell eggs. Federal anti-trust laws require regulatory approval of
acquisitions that exceed certain threshold levels of significance. Also, the Company is
subject to federal and state laws generally prohibiting anti-competitive conduct. Because
the shell egg production and distribution industry is so fragmented, the Company believes
that its sales of shell eggs during its last fiscal year represented only approximately
13% of domestic shell egg sales notwithstanding that it is the largest producer and
distributor of shell eggs in the United States based on independently prepared industry
statistics. The Company believes that regulatory approval of any future acquisitions
either will not be required, or, if required, that such approvals will be obtained.

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The
construction of new, more efficient production and processing facilities is an integral
part of the Companys growth strategy. Any such construction will require compliance
with applicable environmental laws and regulations, including the receipt of permits, that
could cause schedule delays, although the Company has not experienced any significant
delays in the past.

# Shell Eggs

Production.The
Companys operations are fully integrated. At its facilities, it           hatches
chicks, grows pullets, manufactures feed and produces and distributes           shell
eggs. Company-owned facilities accounted for approximately 87% of its           total
fiscal 2003 egg production, with the balance attributable to contract           producers
used by the Company.

Under
Cal-Maines arrangements with its contract producers, the Company owns the entire
flock, furnishes all feed and supplies, owns the shell eggs produced, and assumes all
market risks. The contract producers own their facilities and are paid a fee based on
production with incentives for performance.

The
commercial production of shell eggs requires a source of baby chicks for laying flock
replacement. The Company produces approximately 98% of its chicks in its own hatcheries
and obtains the balance from commercial sources. Feed for the laying flocks is produced by
Company-owned and operated mills located in Arkansas, Georgia, Kentucky, Louisiana,
Mississippi, New Mexico, Ohio, Oklahoma, South Carolina, Tennessee, and Texas. All
ingredients necessary for feed production are readily available in the open market and
most are purchased centrally from Jackson, Mississippi. Approximately 97% of the feed for
Company flocks is manufactured at feed mills owned and operated by the Company. Poultry
feed is formulated using a computer model to determine the least-cost ration to meet the
nutritional needs of the flocks. Although most feed ingredients are purchased on an
as-needed basis, from time-to-time, when deemed advantageous, the Company purchases
ingredients in advance with a delayed delivery of several weeks or a few months.

Feed
cost represents the largest element of the Companys farm egg production cost,
ranging from 54% to 56% of total cost in the last five years, or an average of
approximately 55%. Although feed ingredients are available from a number of sources, the
Company has little, if any, control over the prices of the ingredients it purchases, which
are affected by weather and by various supply and demand factors. Increases in feed costs
not accompanied by increases in the selling price of eggs can have a material adverse
effect on the results of the Companys operations. However, higher feed costs may
encourage producers to reduce production, possibly resulting in higher egg prices.
Alternatively, low feed costs can encourage industry overproduction, possibly resulting in
lower egg prices. Historically, the Company has tended to have higher profit margins when
feed costs are higher. However, this may not be the case in the future.

After
the eggs are produced, they are cleaned, graded, and packaged. Substantially all of the
Company-owned farms have modern in-line facilities that mechanically gather,
clean, grade and package the eggs produced. The increased use of in-line facilities has
generated significant cost savings as compared to the cost of eggs produced from
non-in-line facilities. In addition to greater efficiency, the in-line facilities produce
a higher percentage of grade A eggs, which sell at higher prices. Eggs produced on farms
owned by contractors are brought to the Companys processing plants where they are
cleaned, graded and packaged.

The
Companys egg production activities are subject to risks inherent in the agriculture
industry, such as weather conditions and disease factors. These risks are not within the
Companys control and could have a material adverse effect on its operations. Also,
the marketability of the Companys shell eggs is subject to risks such as possible
changes in food consumption opinions and practices reflecting perceived health concerns.

The
Company operates in a cyclical industry with total demand that is generally level and a
product that is price-inelastic. Thus, small increases in production or decreases in
demand can have a large adverse effect on prices and vice-versa. However, economic
conditions in the egg industry are expected to exhibit less cyclicality in the future. The
industry is concentrating into fewer but stronger hands, which should help lessen the
extreme cyclicality of the past.

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The
shell egg production and processing industry has been characterized by a growing
concentration of production. In 2002, 62 producers with one million or more layers owned
79% of the 279 million total U.S. layers, compared with the 56 producers with one million
or more layers owning 64% of the 232 million total U.S. layers in 1990, and 61 producers
with one million or more layers owning 56% of the 248.0 million total U.S. layers in 1985.
The Company believes that a continuation of that concentration trend may result in the
reduced cyclicality of shell egg prices, but no assurance can be given in that regard.

Marketing.Of
the 571 million dozen shell eggs sold by the Company in the fiscal year           ended
May 31, 2003, 441 million were produced by Company flocks.

Sales
of shell eggs primarily are made to national and regional supermarket chains that buy
direct from the Company. During fiscal 2003, two customers accounted for more than 10% of
net sales. A major Texas grocery retailer, H.E.Butt Grocery Company, accounted for 12.8%
of net sales and two affiliated national retailers, Wal-Mart and Sams Club, on a
combined basis accounted for 21.3% of net sales. The Company has no long-term contracts
with any of thesecustomers. The Companys top 10 customers
accounted for 63% of net sales in the aggregate. The majority of eggs sold are
merchandised on a daily or short-term basis. Most sales to established accounts are on
open account with terms ranging from seven to 30 days. Although the Company has
established long-term relationships with many of its customers, they are free to acquire
shell eggs from other sources.

The
Company sells its shell eggs at prices generally related to independently quoted wholesale
market prices. Over 90% of all eggs sold in the U.S to retail and food service customers
are sold at prices related to the Urner Barry Company (Urner Barry) wholesale
quotation for shell eggs. The quotes are determined by Urner Barry by canvassing sellers
and buyers of various commodities. Urner Barry also provides quotations for the chicken,
turkey, fish and beef industries.Wholesale prices are subject to
wide fluctuations. The prices of the Companys shell eggs reflect fluctuations in the
quoted market, and the results of the Companys shell egg operations are materially
affected by changes in market quotations. Egg prices also reflect a number of economic
conditions, such as the supply of eggs and the level of demand, which, in turn, are
influenced by a number of factors that the Company cannot control. No representation can
be made as to the future level of prices.

Shell
eggs are perishable. Consequently, the Company maintains very low shell egg inventories,
usually consisting of approximately four days of production. 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 demand factors and a natural increase in
egg production during the spring and early summer. The Company generally experiences lower
sales and net income, and generally losses, in its fourth and first fiscal quarters ending
in May and August, respectively.

According
to U.S. Department of Agriculture (USDA) reports, the annual per capita
consumption of shell eggs in the United States since 1990 has ranged from 234 to 253,
averaging 240, with the peak consumption of 253 occurring in 2001. While the Company
believes that increased fast food restaurant consumption, reduced egg cholesterol levels
and industry advertising campaigns may result in a continuance of the recent increases in
current per capita egg consumption levels, no assurance can be given that per capita
consumption will not decline in the future. A discussion of current USDA flock size
projections is included in Part II of this report under capital resources and liquidity.

The
Company sells the majority of its shell eggs in approximately 26 states across the
southwest, southeast, mid-west and mid-Atlantic regions of the United States. Cal-Maine is
a major factor in egg marketing in a majority of these states. Many states in
Cal-Maines market area are egg deficit regions; that is, production of fresh shell
eggs is less than total consumption. Competition from other producers in specific market
areas is generally based on price, service, and quality of product. Strong competition
exists in each of the Companys markets.

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Specialty
Eggs.The Company also produces specialty eggs such as Eggo lands
Best and Farmhouse eggs. Eggo lands Besteggs are patented
eggs that are believed by its developers, based on scientific studies, to cause no
increase in serum cholesterol when eaten as part of a low fat diet. Cal-Maine produces and
processes Eggo lands Besteggs, under license from Eggo
lands Best, Inc. (EB), at its existing facilities, under Eggo
lands Best guidelines. The guidelines include proprietary feed formulations and egg
handling procedures to insure product quality. The product is marketed to the
Companys established base of customers at prices that reflect a premium over
ordinary shell eggs. Eggo lands Best eggs accounted for approximately
6.1% of the Companys net sales in fiscal 2003. Farmhouse brand
eggs are produced at Company facilities by hens that are not caged, and are provided with
a diet of natural grains and drinking water that is free of hormones or other chemical
additives. Farmhouse eggs accounted for 2.5% of net sales in fiscal 2003. They are
intended to meet the demands of consumers who are sensitive to environmental and animal
welfare issues.

Livestock.The
Companys livestock operations consist primarily of the operation           of a
1,440 head dairy facility, from which milk sales are made to a major milk
          processor. Milk and cattle sales were approximately 1% of the Companys
net           sales in fiscal 2003.

Competition.The
production, processing, and distribution of shell eggs is an intensely
          competitive business, which, traditionally, has attracted large numbers of
          producers. Shell egg competition is generally based on price, service, and
          quality of production. Although the Company is the largest combined producer,
          processor, and distributor of shell eggs in the United States, it does not
          occupy a controlling market position in any area where its eggs are sold.

The
shell egg production and processing industry has been characterized by a growing
concentration of production. In 2002, 62 producers with one million or more layers owned
79% of the 279 million total U.S. layers, compared with the 56 producers with one million
or more layers owning 64% of the 232 million total U.S. layers in 1990, and 61 producers
with one million or more layers owning 56% of the 248.0 million total U.S. layers in 1985.
The Company believes that a continuation of that concentration trend may result in the
reduced cyclicality of shell egg prices, but no assurance can be given in that regard.

Patents
and Tradenames.The Company does not own any patents or proprietary
technologies, but does market products under tradenames including Rio Grande,
Farmhouse, and Sunups. Cal-Maine produces and processes Eggolands
Besteggs, under license from EB, as indicated above.

Government
Regulation.The Companys facilities and operations are subject to
regulation by various federal and state agencies, including, but not limited to, the
Federal Food and Drug Administration (FDA), the United States Department of
Agriculture (USDA), the Environmental Protection Agency, the Occupational
Safety and HealthAdministration and corresponding state
agencies.The applicable regulations relate to grading, quality
control, labeling, sanitarycontrol, and waste disposal.The
Companys shell egg facilities are subject to periodic USDA inspections. Cal-Maine
maintains its own inspection program to assure compliance with the Companys own
standards and customer specifications.

Management
believes that the Company is in substantial compliance with existing laws and regulations
relating to the operation of its facilities and does not know of any major capital
expenditures necessary to comply with such statutes and regulations. Events beyond the
control of the Company, however, such as an outbreak of disease in its flocks or the
adoption by governmental agencies of more stringent regulations, could materially and
adversely affect the Companys operations.

Employees.As
of May 31, 2003, the Company had a total of approximately 1,534 employees           of
whom 1,355 worked in egg production, processing and marketing, 92 were           engaged
in feed mill operations, 40 in dairy activities, and 47 were           administrative
employees, including officers, at the Companys executive           offices. About
9% of the Companys personnel are part-time. None of the           Companys
employees are covered by a collective bargaining agreement. The           Company
considers its relations with employees to be good.

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# PART II

# ITEM 7. 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 nearest to May 31
which was May 31, 2003 (52 weeks) June 1, 2002 (52 weeks) and June 2, 2001 (52 weeks) for
the most recent three fiscal years.

The
Companys operations are fully integrated. At its facilities it hatches chicks, grows
pullets, manufactures feed, and produces, processes, and distributes shell eggs. The
Company currently is the largest producer and distributor of fresh shell eggs in the
United States. Shell eggs accounted for 99% of the Companys net sales in fiscal 2003
and 98% in fiscal 2002. 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 13% 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, for resale by the
Company from outside producers.

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 a natural increase in egg production during the spring and early summer.

The
Companys cost of production is materially affected by feed costs, which average
about 55% 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.

RESULTS OF OPERATIONS

The
following table sets forth, for the years indicated, certain items from the Companys
consolidated statements of operations expressed as a percentage of net sales.

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Percentage of Net
Sales Fiscal Years Ended

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

# Fiscal Year Ended May
31, 2003 Compared to Fiscal Year Ended June 1, 2002

Net
Sales.Net sales for the fiscal year ended May 31, 2003 were $387.5 million, an
increase of $61.3 million, or 18.8%, from net sales of $326.2 million for fiscal 2002.
Total dozens of eggs sold increased in fiscal 2003 and egg selling prices increased as
compared with prices in fiscal 2002. In fiscal 2003, total dozens of shell eggs sold were
570.7 million, an increase of 8.9 million dozen, or 1.6%, compared to 561.8 million dozen
sold in fiscal 2002. Consumer demand was good and egg supply was balanced, which resulted
in higher egg selling prices during fiscal 2003. The Companys average selling price
of shell eggs increased from $.549 per dozen for fiscal 2002 to $.645 per dozen for fiscal
2003, an increase of $.096 per dozen, or 17.5%.

Cost
of Sales.Cost of sales for the fiscal year ended May 31, 2003 was $315.2 million, an
increase of $23.4 million, or 8.0%, as compared to cost of sales of $291.8 million for
last fiscal year. While dozens sold increased, cost of purchases from outside egg
producers and cost of feed ingredients increased, offset by the Companys $9.5
million recovery share of a class action feed ingredient lawsuit. The 1.6 % increase in
dozens sold was from increases in dozens produced in Company facilities and in the number
of dozens purchased from outside egg producers. The increase in the cost of the eggs
purchased from outside producers was due to higher egg market selling prices. Feed cost
for fiscal 2003 was $.213 per dozen, compared to $.193 per dozen for last fiscal year, an
increase of 10.4%. A 17.5% increase in egg selling prices, offset by higher feed
ingredient costs and higher cost of purchases from outside egg producers, resulted in an
increase in gross profit from 10.5% of net sales for fiscal 2002 to 18.7% of net sales for
fiscal 2003.

Selling,
General and Administrative Expenses.Selling, general and administrative expense was
$46.0 million in fiscal 2003, an increase of $3.7 million, or 8.7%, as compared to an
expense of $42.3 million for fiscal 2002. The increase is due to increases in insurance
expense, bad debt reserves and value of the Companys stock option plan. Due to
overall increases in the insurance market during fiscal 2003, the cost of general business
and property insurance increased $1.0 million. In the fourth quarter of fiscal 2003, a
customer, Fleming Inc., filed for bankruptcy and the Company adjusted its bad debt
allowance for $1.1 million. Due to the increase in the market quote of the Companys
stock, from $3.78 per share at June 2, 2002 to $5.24 per share at May 31,2003, the
increased value of $1.1 million of the Companys stock option plan liability was
recorded. Other selling, general and administrative expenses, including delivery, have
increased approximately $500,000. As a percent of net sales, selling, general and
administrative expense decreased from 12.9% for fiscal 2002 to 11.9% for fiscal 2003 due
to higher average egg selling prices in fiscal 2003.

Operating
Income (Loss).As a result of the above, the Companys operating income was $26.2
million for fiscal 2003, as compared to an operating loss of $7.9 million for fiscal 2002.
As a percent of net sales, the operating income for fiscal 2003 was 6.8%, as compared to
an operating loss of 2.4% for fiscal 2002.

Other
Income (Expense).Other expense for fiscal 2003 was $7.1 million, a decrease of $1.3
million, as compared to other expense of $8.4 million for fiscal 2002. For fiscal 2003,
equity in income of affiliates amounted to $442,000 of income as compared to a loss of
$480,000 in fiscal 2002. Interest expense decreased $407,000, or 4.8% in fiscal 2003. As a
percent of net sales, other expense was 1.9 % in fiscal 2003 and 2.6% in fiscal 2002.

Income
Taxes.As a result of the above, the Companys pre-tax income was $19.1 million
for the fiscal 2003 year, compared to pre-tax loss of $16.4 million for fiscal 2002. The
Company had an income tax expense of $6.9 million in fiscal 2003 with an effective tax
rate of 36.2%, as compared to income tax benefit of $5.8 million with an effective rate of
35.4% for fiscal 2002.

Net
Income (Loss).As a result of the above, net income for fiscal 2003 was $12.2 million
or $1.03 per diluted share, compared to net loss of $10.6 million, or $0.90 per basic and
diluted share for fiscal 2002

10

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# Fiscal Year Ended June
1, 2002 Compared to Fiscal Year Ended June 2, 2001

Net
Sales.Net sales for the fiscal year ended June 1, 2002 were $326.2 million, a
decrease of $32.2 million, or 9.0%, from net sales of $358.4 million for fiscal 2001.
Total dozens of eggs sold increased in fiscal 2002 and egg selling prices decreased as
compared with prices in fiscal 2001. In fiscal 2002, total dozens of shell eggs sold were
561.8 million, an increase of 16.7 million dozen, or 3.1%, compared to 545.1 million dozen
sold in fiscal 2001. Although consumer demand was good, increased egg supply resulted in
lower egg selling prices during fiscal 2002. The Companys average selling price of
shell eggs decreased from $.625 per dozen for fiscal 2001 to $.549 per dozen for fiscal
2002, a decrease of $.076 per dozen, or 12.2%.

Cost
of Sales.Cost of sales for the fiscal year ended June 1, 2002 was $291.8 million, a
decrease of $7.6 million, or 2.5%, as compared to cost of sales of $299.4 million for
fiscal 2001. Although dozens sold increased, cost of purchases from outside egg producers
and cost of feed ingredients decreased. The 3.1% increase in dozens sold was from
increases in dozens produced in Company facilities and in the number of dozens purchased
from outside egg producers. The decrease in the cost of the eggs purchased from outside
producers was due to lower egg market selling prices. Feed cost for fiscal 2002 was $.193
per dozen, compared to $.197 per dozen for fiscal 2001, a decrease of 2.0%. A 12.2%
decrease in egg selling prices, offset by lower feed ingredient costs and lower cost of
purchases from outside egg producers, resulted in a decrease in gross profit from 16.5% of
net sales for fiscal 2001 to 10.5% of net sales for fiscal 2002.

Selling,
General and Administrative Expenses.Selling, general and administrative expense was
$42.3 million in fiscal 2002 and 2001. On a cost per dozen sold basis, selling, general
and administrative remained approximately the same, $.075 per dozen for fiscal 2002, as
compared to $.078 per dozen for fiscal 2001. As a percent of net sales, selling, general
and administrative expense increased from 11.8% for fiscal 2001 to 12.9% for fiscal 2002
due to lower average egg selling prices in fiscal 2002.

Operating
Income (Loss).As a result of the above, the Companys operating loss was $7.9
million for fiscal 2002, as compared to operating income of $16.7 million for fiscal 2001.
As a percent of net sales, the operating loss for fiscal 2002 was 2.4%, as compared to
operating income of 4.7% for fiscal 2001.

Other
Income (Expense).Other expense for fiscal 2002 was $8.4 million, an increase of $2.5
million as compared to other expense of $5.9 million for fiscal 2001. Income from the
settlement of an insurance claim in fiscal 2001 accounted for $1.4 million of the change
in other expense in fiscal 2002 as compared to fiscal 2001. For fiscal 2002, equity in
income of affiliates was a loss of $480,000 as compared to income of $415,000 in fiscal
2001. Interest expense decreased $232,000, or 2.7% in fiscal 2002. As a percent of net
sales, other expense was 2.6 % in fiscal 2002 and 1.7% in fiscal 2001.

Income
Taxes.As a result of the above, the Companys pre-tax loss was $16.4 million for
the fiscal 2002 year, compared to pre-tax income of $10.7 million for fiscal 2001. The
Company had an income tax benefit of $5.8 million in fiscal 2002 with an effective tax
rate of 35.4%, as compared to income tax expense of $3.9 million with an effective rate of
36.3% for fiscal 2001.

Net
Income (Loss).As a result of the above, net loss for fiscal 2002 was $10.6 million or
$0.90 per basic and diluted share, compared to net income of $6.8 million, or $0.57 per
basic share and $0.56 per diluted share for fiscal 2001

11

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Capital Resources and Liquidity.The Companys working capital at May 31,
2003 was $27.7 million compared to $17.3 million at June 1, 2002. The Companys
current ratio was 1.48 at May 31, 2003 as compared with 1.30 at June 1, 2002. The
Companys 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. The Company has a $35.0 million line of credit with three banks,
none of which was utilized at May 31, 2003. The Companys long-term debt at May 31,
2003, including current maturities, amounted to $108.2 million, as compared to $118.4
million at June 1, 2002.

For
the fiscal year ended May 31, 2003, $30.7 million was provided by operating activities.
The Company received $529,000 net proceeds from disposal of property, plant and equipment
and $205,000 in net cash activities covering notes receivable and investments. In fiscal
2003, $7.5 million was used for construction projects and $5.0 million for purchases of
property, plant and equipment. Approximately $587,000 was used for dividend payments on
the common stock. Principal payments of $10.1 million were made on long-term debt and $7.0
million was repaid on borrowings on the line of credit. The net result of these activities
was an increase in cash and cash equivalents of $1.2 million for fiscal 2003.

As
discussed in Item1 Business,the Company is exploring the possibility of becoming
privately owned. Proposed funding for the transaction would be provided by a $6.9 million
income tax refund receivable, an additional $5.0 million long-term borrowing from an
insurance company, and short term borrowings under the Companys bank line of credit.

According to U.S. Department of Agriculture (USDA) reports, the chick
hatch for the first six months of calendar 2003 was lower than in the same six-month
period in 2002. The chick hatch data indicates the potential number of hens to be placed
in the layer flocks in the upcoming 6 month period. The projected hen numbers , using
chick hatch data andUSDAfowl slaughter reports, for the balance 2003 and
the first half of 2004 should be no greater than the year earlier. This could result in a
better egg supply-demand balance in the year ahead. Current projections for the fall 2003
corn and soybean crop are good and could result in reasonable feed ingredient cost for the
year ahead.

Substantially
all trade receivables and inventories collateralize the Companys line of credit, and
property, plant and equipment collateralize the Companys long-term debt under its
loan agreements. The Company is required by certain 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 $55.0 million tangible net worth); (2) limit dividends (allowed if no
default), capital expenditures (not to exceed depreciation for the same four fiscal
quarters), lease obligations and additional long-term borrowings (total funded debt to
total capitalization not to exceed 70%); and (3) maintain various current and cash-flow
coverage ratios(1.25to1), among other
restrictions. At May 31, 2003, the Company is in compliance with the provisions of all
loan agreements, including any provisions waived or amended. 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.

In
fiscal 2001, the Company began construction of a new shell egg production and processing
facility in Guthrie, Kentucky, with completion of the facility originally expected in
fiscal 2003. Due to weather related construction delays, completion is now expected during
the first or second quarter of fiscal 2004. The total cost of the facility is
approximately $18.0 million, of which $14.6 million was incurred through May 31, 2003. The
Company has commitments from an insurance company to receive $5.0 million in long-term
borrowings and from a leasing company to receive $7.5 million applicable to the Guthrie
facility. In addition to the construction, the Company has projected capital expenditures
of $11.0 million in fiscal 2004, which will be funded by cash flows from operations and
additional long-term borrowings.

The
Company has $2.5 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 the 20 years beginning in fiscal 1999 or in the first fiscal
year in which there is a change in ownership control. Payment of the $2.5 million deferred
tax liability would reduce the Companys cash, but would not impact the
Companys consolidated statement of operations or stockholders equity, as these
taxes have been accrued and are reflected on the Companys consolidated balance
sheet. See Note 10 of Notes to Consolidated Financial Statements.

12

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Critical
Accounting Policies.The preparation of financial statements in accordance
with accounting standards generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these estimates.

Management suggests that the
Companys Summary of Significant Accounting Policies, as described in Note 1 of the
Notes to Consolidated Financial Statements, be read in conjunction with this
Managements Discussion and Analysis of Financial Condition and Results of
Operations. The Company believes the critical accounting policies that most impact the
Companys consolidated financial statements are described below.

Allowance for Doubtful Accounts. In the normal course of business, the Company extends credit to its customers on a
short-term basis. Although credit risks associated with our customers are considered
minimal, the Company routinely reviews its accounts receivable balances and makes
provisions for probable doubtful accounts. In circumstances where management is aware of a
specific customers inability to meet its financial obligations to the Company (e.g.
bankruptcy filings), a specific reserve is recorded to reduce the receivable to the amount
expected to be collected. For all other customers, the Company recognizes reserves for bad
debts based on the length of time the receivables are past due, generally 100% for amounts
more than 60 days past due.

Inventories. Inventories
of eggs, feed, supplies and livestock are valued principally at           the lower of
cost (first-in, first-out method) or market. If market prices for           eggs and feed
grains move substantially lower, the Company would record           adjustments to
write-down the carrying values of eggs and feed inventories to           fair market
value.

The
cost associated with flock inventories, consisting principally of chick purchases, feed,
labor, contractor payments and overhead costs, are accumulated during the growing period
of approximately 18 weeks. Capitalized flock costs are then amortized over the productive
lives of the flocks, generally one to two years. Flock mortality is charged to cost of
sales as incurred. High mortality from disease or extreme temperatures would result in
abnormal adjustments to write-down flock inventories. Management continually monitors each
flock and attempts to take appropriate actions to minimize the risk of mortality loss.

Long-Lived Assets.
Depreciable long-lived assets are primarily comprised of buildings and improvements and
machinery and equipment. Depreciation is provided by the straight-line method over the
estimated useful lives, which are 15 to 25 years for buildings and improvements and 3 to
12 years for machinery and equipment. An increase or decrease in the estimated useful
lives would result in changes to depreciation expense.

The
Company continually reevaluates the carrying value of its long-lived assets, for events or
changes in circumstances, which indicate that the carrying value may not be recoverable.
As part of this reevaluation, the Company estimates the future cash flows expected to
result from the use of the asset and its eventual disposal. If the sum of the expected
future cash flows (undiscounted and without interest charges) is less than the carrying
amount of the asset, an impairment loss is recognized to reduce the carrying value of the
long-lived asset to the estimated fair value of the asset.

Investment in Affiliates. The
Company has invested in other companies engaged in the production, processing and
distribution of shell eggs and egg products. The Companys ownership percentages in
these companies range from less than 20% to 50%. Therefore, these investments are recorded
using the cost or the equity method, and accordingly, not consolidated in the
Companys financial statements. Changes in the ownership percentages of these
investments might alter the accounting methods currently used. The combined total assets
and total liabilities of these companies were approximately $51 million and $30 million,
respectively, at May 31, 2003. The Company is a guarantor of approximately $7.2 million of
long-term debt of one of the affiliates. See note 2,Investment in Affiliates, to
Companys consolidated financial statements for further information as to the
Companys ownership interests in its affiliates.

13

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Goodwill. At
May 31, 2003, the Companys goodwill balance represented 1.3% of           total
assets and 4.8% of stockholders equity. Goodwill primarily relates           to the
fiscal 1999 acquisition of Hudson Brothers, Inc. The Company elected to           adopt,
as of June 3, 2001, Statement of Financial Accounting Standards No. 142,           Goodwill
and Other Intangible Assets (SFAS 142). Under SFAS 142,           goodwill and
indefinite lived intangible assets are no longer amortized but are           reviewed
annually, or more frequently if impairment indicators arise, for           impairment. An
impairment loss would be recorded if the recorded goodwill           exceeds its implied
fair value.

The
Company has only one operating segment, which is its sole reporting unit. Accordingly,
goodwill is tested for impairment at the entity level. Significant adverse industry or
economic changes, or other factors not anticipated could result in an impairment charge to
reduce recorded goodwill.

Income Taxes. The Company
determines its effective tax rate by estimating its permanent differences resulting from
differing treatment of items for tax and accounting purposes. The Company is periodically
audited by taxing authorities. Any audit adjustments affecting permanent differences could
have an impact on the Companys effective tax rate.

Impact of Recently Issued Accounting Standards.The Company adopted the
provisions of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities (SFAS No. 133) in the first quarter of fiscal
2002. Because the Company is not a party to derivative financial instruments, the adoption
of SFAS No. 133 had no effect on the consolidated financial statements of the Company upon
adoption.

Effective
June 3, 2001, the Company adopted Financial Accounting Standards No. 141, Business
Combinations (SFAS No. 141). SFAS No. 141 eliminates the pooling-of-interests method
of accounting for business combinations except for qualifying business combinations that
were initiated prior to July 1, 2001. SFAS No. 141 also includes new criteria to recognize
intangible assets separately from goodwill. The requirements of SFAS 141 are effective for
any business combination accounted for by the purchase method that is completed after June
30, 2001.

The
Company also adopted Statement of Financial Accounting Standards No.142, Goodwill
and Other Intangible Assets(SFAS No 142), effective June 3, 2001. Under SFAS No.
142, goodwill is no longer amortized but reviewed for impairment annually, or more
frequently if certain indicators arise. The Company completed its transitional impairment
test in the quarter ended December 1, 2001 and no impairment loss resulted.

In
the first quarter of fiscal 2003, the Company adopted Statement of Financial Accounting
Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets (SFAS No. 144). SFAS No. 144 supersedes Statement of Financial Accounting
Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed of, (SFAS No. 121), however, it retains the
fundamental provisions of SFAS No. 121 related to the recognition and measurement of the
impairment of long-lived assets to be held and used. In addition, SFAS No. 144
provides more guidance on estimating cash flows when performing a recoverability test,
requires that a long-lived asset to be disposed other than by sale (e.g., abandoned) be
classified as held and used until it is disposed of, and establishes more
restrictive criteria to classify an asset as held for sale. The adoption of
SFAS No. 144 had no effect on the Companys consolidated results of operations or
financial position.

14

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In
January 2003, the Financial Accounting Standards Board issued Interpretation No. 46,
Consolidation of Variable Interest Entities, an interpretation of Accounting
Research Bulletin No. 51(the Interpretation). The Interpretation requires
the consolidation of entities in which an enterprise absorbs a majority of the
entitys expected losses, receives a majority of the entitys expected residual
returns, or both, as a result of ownership, contractual or other financial interests in
the entity. Currently, entities are generally consolidated by an enterprise when it has a
controlling financial interest through ownership of a majority voting interest in the
entity. The Company has investments in various affiliates (see Note 2) established for the
purpose of production, processing, and distribution of shell eggs. These entities are
primarily funded with financing from third party lenders, which is secured by first liens
on the assets of the entities. The creditors of the entities do not have recourse to the
Company, except for one entity for which the Company guarantees 50% of its debt. The
Company accounts for these investments on the equity method of accounting, recording its
share of the net income or loss. The Company has the ability to exercise significant
influence over operating and financial policies. However, the Company does not have a
controlling interest in the respective entities. At May 31, 2003, the Companys
aggregate net investment in these entities totaled $6 million. The portion of the debt
guaranteed was $7.2 million at May 31, 2003. These amounts represent the Companys
maximum exposure to loss at May 31, 2003 as a result of its involvement with these
entities. The Company is currently evaluating the effects of the issuance of the
Interpretation on the accounting for its ownership interests in these entities.

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 which are 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.

15

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Because
definitive proxy soliciting material relating to the 2003 Annual Meeting of Shareholders
of Cal-Maine Foods Inc.(the Company) was not filed within 120 days, the
information called for by items 10, 11,12 and 13 of Part III of the Companys Annual
Report on Form 10-K for the year ended May 31, 2003 is included in this Amendment No. 1 to
such Form 10-K.

# PART III

# Item 10. Directors and
Executive Officers of the Registrant.

|Name                                                                                                            
|----------------------------------------------------------------------------------------------------------------
|Fred R. Adams, Jr. (1) (3)
Chairman of the Board of  
Directors, Chief Executive
Officer and Director           
|Richard K. Looper (1) 
Vice Chairman of the  
Board of Directors and
Director                                   
|Adolphus B. Baker (1)     
President, Chief Operating
Officer and Director                                      
|Bobby J. Raines (1)          
Vice President, Chief        
Financial Officer, Treasurer,
Secretary and Director
|Jack B. Self, Vice      
President/Operations and
Production and Director                                       
|Joe M. Wyatt            
Vice President/Feed Mill
Division and Director                                         
|Charles F. Collins        
Vice President, Controller
and Director                                              
|W. D. (Jack) Cox (2) (3)
Director                                                                               

16

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|R. Faser Triplett, M.D. (2)(3) | 69 | R. Faser  Triplett,  M.D., has served as a director of the Company
since September  1996. Dr.  Triplett is a retired  physician and a
Clinical  Assistant  Professor at the  University  of  Mississippi
School of  Medicine.  He is the majority  owner of Avanti  Travel,
Inc.                     
|------------------------------ | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Letitia C. Hughes(2)           | 51 | Letitia C.  Hughes was  elected  as a director  of the  Company in
July of 2001.  Since  1974 Ms.  Hughes  has been  associated  with
Trustmark  National  Bank,  Jackson,  Mississippi,  in  managerial
positions.  She is  presently  serving  as Senior  Vice-President,
Manager, Private Banking.

---

(1) Member of the
Executive Committee(2) Member of the Audit Committee (3) Member of the
Compensation Committee

17

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The
Companys executive officers serve as executive officers at the pleasure of the
Board. None of the officers or directors have been convicted in a criminal proceeding
during the past five years (excluding traffic violations or similar misdemeanor). None of
the executive officers or directors have been a party to any judicial or administrative
proceeding during the past five years that resulted in a judgment, decree or final order
enjoining the person from future violations of, or prohibiting activities subject to
federal or state securities laws, or a finding of any violation of federal or state
securities laws.

# Board and Committee
Meetings

The Board of Directors of the Company
held four meetings in the fiscal year ended May 31, 2003. The Executive Committee of the
Board consists of Messrs. Adams, Looper, Baker and Raines. The Board also has a
Compensation Committee consisting of Messrs. Adams, Cox and Triplett, and an Audit
Committee consisting of Messrs. Cox and Triplett and Ms. Hughes. The Board does not have a
nominating committee or committee performing similar functions. This function is performed
by the Executive Committee.

The Executive Committee may exercise
all of the powers of the full Board of Directors, except for certain major actions, such
as the adoption of any agreement of merger or consolidation, the recommendation to
stockholders of any disposition of substantially all of the Companys assets or a
dissolution of the Company, and the declaration of a dividend or authorization of an
issuance of stock. The Executive Committee acts on matters, within the scope of its
authority, between meetings of the full Board. During the last fiscal year, no formal
meetings of the Executive Committee were held, but the Committee, pursuant to Delaware
law, took action by unanimous written consent on five occasions.

The
Compensation Committee reviews and recommends to the Board of Directors the compensation
and benefits of all officers of the Company, reviews general policy matters relating to
compensation and benefits of employees of the Company, including the issuance of stock
options to the Companys officers, employees and directors. The Compensation
Committee met one time during fiscal 2003.

The Audit Committee, which is
composed of three independent directors, meets with management and the Companys
independent auditors to determine the adequacy of internal controls, to recommend auditors
for the Company and other financial reporting matters. The Audit Committee met two times
during fiscal 2003.

Each member of our Board of Directors
attended 75% or more of the total meetings of the Board and all committees of the Board on
which he or she served during fiscal 2003.

# Report of the Audit
Committee

The Audit Committee oversees our
financial reporting process on behalf of the Board of Directors. A copy of the Charter of
the Audit Committee was attached as Appendix A to our Proxy Statement for fiscal year
2001. Management has the primary responsibility for the financial statements and the
reporting process including the systems of internal controls. In fulfilling its oversight
responsibilities, the Committee reviewed and discussed the audited financial statements in
the Annual Report with management including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of significant judgments,
and the clarity of disclosures in the financial statements.

18

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The Committee reviewed with Ernst
& Young, LLP, independent auditors, who are responsible for expressing an opinion on
the conformity of those audited financial statements with generally accepted accounting
principles, their judgments as to the quality, not just the acceptability, of our
accounting principles and such other matters as are required to be discussed with the
Committee under generally accepted auditing standards. In addition, the Committee has
discussed with the independent auditors the auditors independence from management
and the Company including the matters in the written disclosures required by the
Independence Standards Board and considered the compatibility of nonaudit services with
the auditors independence.

The Committee discussed with our
internal and independent auditors the overall scope and plans for their respective audits.
The Committee meets with the internal and independent auditors, with and without
management present, to discuss the results of their examinations, their evaluations of our
internal controls, and the overall quality of our financial reporting. The Committee held
two meetings during fiscal year 2003.

In reliance on the reviews and
discussions referred to above, the Committee recommended to the Board of Directors (and
the Board has approved) that the audited financial statements be included in the Annual
Report on Form 10-K for the year ended May 31, 2003, for filing with the Securities and
Exchange Commission.

W. D. (Jack) Cox, Audit
Committee MemberLetitia C. Hughes, Audit Committee  ChairpersonR. Faser
Triplett, M.D. , Audit Committee Member

# Section 16(a) Beneficial
Ownership Reporting Compliance

Section 16(a) of the Securities
Exchange Act of 1934 requires our directors and executive officers, and persons who own
more than 10% of a registered class of our equity securities, such as the common stock, to
file with the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of common stock and other equity securities of the Company. Such
persons are also required to furnish us with copies of all forms they file under this
regulation. To our knowledge, based solely on a review of the copies of such reports
furnished to us and representations that no other reports were required, for the fiscal
year ended May 31, 2003, all Section 16(a) reports applicable to its directors and
executive officers were timely filed.

# Item 11. Executive
Compensation.

The following Summary Compensation
Table sets forth all compensation awarded to, earned by or paid for services rendered to
the Company in all capacities during the fiscal year ended May 31, 2003, by (i) our chief
executive officer and (ii) our four other most highly compensated executive officers who
were serving as executive officers at the end of that year.

19

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# SUMMARY COMPENSATION
TABLE

|                                       | Annual Compensation | Long-Term
Compensation
|-------------------------------------- | ------------------- | ----------------------
|
|Fred R. Adams, Jr., Chairman of the    |                     |                       
|Board and Chief Executive Officer      |                     |                       
|                                       |                     |                       
|Richard K. Looper - Vice Chairman of   |                     |                       
|The Board of Directors                 |                     |                       
|                                       |                     |                       
|Adolphus B. Baker - President, Chief   |                     |                       
|Operating Officer and Director         |                     |                       
|                                       |                     |                       
|Bobby J. Raines - Vice President,      |                     |                       
|Chief Financial Officer, Treasurer and |                     |                       
|Secretary and Director                 |                     |                       
|                                       |                     |                       
|Jack Self - Vice President/            |                     |                       
|Operations and Production              |                     |                       
|and Director                           |                     |                       
|                                       |                     |                       

---

| | (1) | Bonuses
are determined annually by the Compensation Committee of the Board of
                    Directors on a discretionary basis based on the results of our
operations and                     the Committees evaluation of the executive
officers contribution to                     such performance, except that Mr. Selfs
bonus is determined pursuant to a                     formula.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The
amounts shown represent premiums paid under separate life insurance policies
                    purchased by us for each person named in the table. The policy on Mr.
                    Adams life is owned by an Adams family inter vivos trust, and
the                     beneficiaries are Mr. Adams four daughters and their
descendants. Messrs.                     Baker, Self, Looper and Raines are the owners of
their respective policies, and                     members of their families are the
beneficiaries. The Company is not a                     beneficiary under any of such
policies and will not receive any portion of the                     proceeds paid
thereunder upon the death of any of the insureds. In addition, we
                    made contributions to the account of each named executive maintained
under an                     ESOP Plan. See Employee Stock Ownership Plan below.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Paid
pursuant to Mr. Loopers incentive compensation agreement with us. See
                    Employment Agreements.
| | --- | ------------------------------------------------------------------------------------------------------------------------

| | (4) | Mr.
Raines and Mr. Self can earn compensation payable in the future pursuant to
                    long term incentive plans. See Employment Agreements.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

20

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# Options Granted For the
Fiscal Year Ending May 31, 2003

For the fiscal year ending May 31,
2003 no options were granted to any of the officers named in the Summary Compensation
Table.

# Aggregated Options/SAR
Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values.

The
following table sets forth the value of unexercised options and SARs held by the named
executives at May 31, 2003, under our 1999 Stock Option Plan. No options were exercised by
such persons during the year ended May 31, 2003.

|Name           | Number of
Securities
Underlying
Options/SARs
Exercised | $ Value Realized | Number of Securities
Underlying Unexercised
Options/SARs
At Fiscal Year-End (#)
Exercisable (E)/
Unexercisable (U) | Value of Unexercised
In-the-Money
Options/SARs at
Fiscal Year-End ($)
Exercisable (E)/
Unexercisable (U)
|-------------- | ------------------------------------------------------ | ---------------- | ------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------
|Fred Adams     |                                                        |                  | -0-                                                                                                                |                                                                                                         
|               |                                                        |                  |                                                                                                                    |                                                                                                         
|R. K. Looper   |                                                        |                  | -0-                                                                                                                |                                                                                                         
|               |                                                        |                  |                                                                                                                    |                                                                                                         
|Adolphus Baker |                                                        |                  | -0-                                                                                                                |                                                                                                         
|               |                                                        |                  |                                                                                                                    |                                                                                                         
|B. J. Raines   |                                                        |                  | -0-                                                                                                                |                                                                                                         
|               |                                                        |                  |                                                                                                                    |                                                                                                         
|Jack Self      |                                                        |                  | -0-                                                                                                                |                                                                                                         

# Employee Stock Ownership
Plan

We maintain a payroll-based Employee
Stock Ownership Plan. Pursuant to the ESOP, originally established in 1976, all full time
employees over age 21 with one or more years of service, participate. Its assets, which
currently consist primarily of Common Stock of the Company, are managed by a trustee
designated by the Board. Contributions by us may be made in cash or shares of Common
Stock, as determined by the Board of Directors. Employee contributions are not permitted.
Company contributions generally may not exceed 15% of the aggregate annual compensation of
participating employees. Contributions are allocated to the accounts of participating
employees in the proportion which each employees compensation for the year bears to
the total compensation (up to $150,000 per employee) of all participating employees
subsequent to January 1, 2002. Company contributions vest immediately upon the
commencement of an employees participation in the ESOP.

21

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Shares
of Common Stock held in an employees account are voted by the ESOP trustee in
accordance with the employees instructions. An employee or his or her beneficiary is
entitled to distribution of the balance of his or her account upon termination of
employment. Our contributions to the ESOP amounted to approximately $2,056,000 in calendar
year 2002. For calendar year 2003, our contributions to the ESOP on behalf of each of the
executive officers named in the Summary Compensation Table were: Fred R. Adams, Jr. 
$5,051, Richard K. Looper $3,334, Adolphus B. Baker  $3,311, Bobby J. Raines 
$3,163, and Jack Self  $2,714.

# 1993 Stock Option Plan

Our 1993 Amended and restated Stock
Option Plan was adopted on May 25, 1993, and amended and restated on October 10, 1996.
This Plan was approved by our shareholders on May 25, 1993. A total of 500,000 shares of
our common stock was reserved for issuance under this Plan.

Inasmuch as ten years have passed
since the adoption of this Plan, by its terms no more options may be granted thereunder.

The exercise price for shares of
stock subject to options under the Plan cannot be less than 100% of fair market value of
our common stock on the date of grant of the options. The shares under this plan are
subject to adjustment to prevent dilution.

There are currently options
outstanding under this Plan for a total of 77,065 shares. All must be exercised within ten
(10) years of grant. The exercise prices are from $3.95 to $4.33.

Shares subject to the 1993 Plan have
been registered under the Securities Act of 1933. The shares will be withdrawn from such
registration promptly after effectiveness of the reverse split.

# 1999 Stock Option Plan

Our 1999 Stock Option Plan was
adopted on April 15, 1999, and approved by the shareholders on October 11, 1999. Under the
1999 Plan, a total of 500,000 shares of Common Stock were reserved for issuance upon the
exercise of options that could be granted under the 1999 Plan. Options for 500,000 shares
were awarded in December 13, 1999 by the Board of Directors and can be either incentive
stock options (ISOs) to satisfy the requirements of § 422 of the Internal
Revenue Code (the Code), or non-statutory options (NSOs) which are
not intended to satisfy such requirements.

Under the 1999 Plan, the exercise
price per share for any option granted may not be less than 100% of the fair market value
of the common stock on the date of the grant. The number and kind of shares subject to an
option and the option exercise price may be adjusted in certain circumstances to prevent
dilution. The method of payment of an option exercise price will be as determined by the
Board of Directors and as is set forth in the individual stock option agreements.

The options presently outstanding,
all of which are held by employees, including executive officers and executive officers
who are also directors, are for a total of 500,000 shares granted on December 13, 1999, at
an exercise price of $3.00 per share and must be exercised no later than ten years after
grant. Options for approximately 28,000 shares previously issued were surrendered by
departing employees and have been reissued at exercise prices ranging from $3.95 per share
to $4.19 per share. Shares subject to the 1999 Plan have been registered under the
Securities Act of 1933. The shares will be withdrawn from such registration promptly after
effectiveness of the reverse stock split.

# Savings and Retirement
Plan

Since 1985, we have maintained a
defined contribution savings and retirement plan (the Retirement Plan), which
is designed to qualify under Sections 401 (a) and 401 (k) of the Code. An employee is
eligible to participate in the Retirement Plan on or after having attained age 21 and
after one year of full time service. The Retirement Plan is administered by us and permits
covered employees to contribute up to the maximum allowed by the IRS regulations. Highly
compensated employees may be subject to further limitations on the amount of their maximum
contribution. We may make discretionary contributions matching each employees
pre-tax contributions. At the present time, we do not make discretionary contributions.
The Retirement Plan is intended to comply with the Employee Retirement Income Security Act
of 1974, as amended.

22

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Participating employees are at all
times 100% vested in their account balances under the Retirement Plan. Benefits are paid
at the time of a participants death, retirement, disability, termination of
employment, and, under limited circumstances, may be withdrawn prior to the
employees termination of service. Contributions are not taxable to employees until
such funds are distributed to them.

# Employment Agreements

We have entered into certain
incentive compensation continuation agreements with Richard K. Looper, Bobby J. Raines and
Jack Self. Pursuant to the agreements, each executive officer may earn up to ten years of
compensation payments if he remains with us until age 65. If the officers employment
ends before his 65th birthday, he would be entitled to fewer years of incentive
compensation payments, depending on the length of time served as an officer. The incentive
compensation payments are made monthly, beginning immediately after the officers
65th birthday, at the annual rate of $50,000 per year for Messrs. Looper and Raines and
$20,000 per year for Mr. Self. The Agreements provide that once payments begin or have
been earned, any remaining payments will continue to be made to the officers estate
after his death.

Mr.              Looper
had earned ten years of incentive compensation payments under his           agreement.
Mr. Looper began receiving his payments on December 1, 1991 and           payments ceased
on November 1, 2001. Mr. Raines has earned fifteen years and           will earn an
additional year for each year worked thereafter until his           retirement. Mr. Self
has earned eighteen years and will earn an additional year           for each year worked
thereafter until his retirement.

# Director Compensation

The Companys non-employee
directors are each entitled to receive $10,000 annually as compensation for their services
as a director and have been granted options to purchase Common Stock under the 1993 Plan
and may be granted options under the 1999 Plan. Options to purchase 12,000 shares of
Common Stock at a price of $4.33 per share were granted on October 15, 1996 to each of W.
D. (Jack) Cox and R. Faser Triplett, the then non-employee directors of the Company. Ms.
Hughes was granted options to purchase 12,000 shares of common stock at a price of $4.25
on May 1, 2003. All options expire ten years after grant. Directors also may be
compensated for any services performed in addition to their normal duties as a director of
the Company. Employee-directors receive no additional compensation for their services as
directors of the Company. For services rendered during fiscal year 2001 relative to the
Companys then contemplated going private transaction, Messrs. Cox and
Triplett and Ms. Hughes each received an additional payment of $10,000. As members of the
current Special Committee considering the presently proposed going private transaction,
such directors have received an additional $10,000 fee each.

# Compensation Committee
Interlocks and Insider Participation

In October 1996, the Board of
Directors established a Compensation Committee. As indicated above, the members of the
Committee are Fred R. Adams, Jr., Chairman of the Board of Directors and Chief Executive
Officer, and W. D. (Jack) Cox and R. Faser Triplett, M.D., independent directors of the
Company. Only Mr. Adams is an employee of the Company.

# Report of Compensation
Committee

The  compensation  of the officers
of the Company is  determined  by the  Compensation  Committee in  consultation  with the
 Executive Committee of the Board of Directors.  The  Compensation  Committee  consists
of Messrs.  Cox,  Triplett and Adams,  while the Executive Committee consists of Messrs.
Adams, Looper, Baker and Raines.

The compensation of all officers
consists of two components, a base salary and a bonus. The bonus which may be received by
officers, other than members of the Executive Committee, is determined by a formula set
forth in the Companys Bonus Program. The maximum bonus which an officer is entitled
to receive is computed by taking his salary on the first day of the then fiscal year,
adding his bonus from the previous year, and dividing by 2. This is the theoretical
maximum that an officer may receive.

Other than officers who are members
of the Executive Committee, of the maximum bonus payable, 50% of that bonus is predicated
on the officers individual performance and 50% is predicated on the profitability of
the Company. If the Company achieves a pre-tax profit equal to 5 cents per dozen eggs
produced by the Company, the officer will receive the entire profitability component of
his bonus. If the Company achieves profitability at a pre-tax level less than 5 cents per
dozen eggs produced, the profitability component of the bonus will be reduced
proportionately. For example, if the Company earned a pre-tax profit of 2.5 cents per
dozen eggs produced, the officer would be entitled to receive only one-half of the
profitability component of his bonus.

23

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The performance component of his
bonus is determined by the Compensation Committee upon recommendation by the Executive
Committee. The Executive Committee evaluates the respective responsibilities and
performance of each officer, and based on their evaluation of that officers
performance, a recommendation as to what percentage of his performance component should be
given is given to the Compensation Committee. An officers total bonus is the sum of
the profitability component and the bonus component.

Officers who are members of the
Executive Committee are not eligible to participate in the established bonus program.
While members of the Executive Committee also receive a base salary and are eligible to
receive a bonus in addition to their salary, the amount of their bonus, if any, is
determined exclusively by the Compensation Committee. In determining the bonus, if any, to
be paid to members of the Executive Committee, the Compensation Committee takes into
consideration the performance of the Company, its profitability, and the individual
contributions of the members of the Executive Committee. No formula is utilized in
computing such bonuses.

The base compensation and bonuses
available to all officers is intended by the Company to place the Company generally in the
center of the compensation range paid to comparable employees in similar industries, with
particular emphasis upon commodity-based companies such as egg producers, marketers,
poultry producers, processors and distributors.

The overwhelming majority of
businesses in the industry of the Company are privately held and, therefore, compensation
information is not readily available. However, the general ranges of compensation within
such industry are generally well known within the industry, and the Compensation Committee
believes that the salaries and bonuses paid to the Company officers fall within the middle
of the range being paid. It is the philosophy of the Company neither to pay the highest
nor the lowest salaries or bonuses.

In evaluating the performance of the
members of the Executive Committee, the Compensation Committee recognizes that the results
of Company operation are significantly determined by factors over which management has
little or no control, such as egg prices and the cost of feed ingredients. As a result,
the compensation paid to officers serving as members of the Executive Committee is almost
entirely subjective.

Fred R. Adams, Jr.R. Faser
Triplett, M.D. W.D Cox

# Item 12. Security
Ownership of Certain Beneficial Owners and Management.

The following table sets forth
information as to the beneficial ownership of our common stock as of August 14, 2003, by:

| |  | each
person known by us to beneficially own more than 5% of the class outstanding, and
| | - | --------------------------------------------------------------------------------------

| |  | each
director, each nominee to serve as a director of the Company, each executive officer
named in the Summary Compensation Table (see Compensation of Executive Officers and
Directors) and by all directors and officers as a group.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

24

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|                               | Common Stock and Class "A" Common Stock |          
|------------------------------ | --------------------------------------- | ---------
|
|
|Fred R. Adams, Jr              | 4,264,408(4)(5)                         | 1,085,000
|Cal-Maine Foods, Inc. Employee
|Stock Ownership Plan           | 3,421,618                               |          
|Dimensional Fund Advisors      | 618,850                                 |          
|                               |                                         |          
|Richard K. Looper              | 167,183(6)                              |          
|Adolphus B. Baker              | 264,623(7)                              | 115,000  
|                               |                                         |          
|Bobby J. Raines                | 226,550(8)                              |          
|Jack B. Self                   | 47,901(9)                               |          
|Joe M. Wyatt                   | 164,234(10)                             |          
|Charles F. Collins             | 87,560(11)                              |          
|W. D. (Jack) Cox               | 12,000                                  |          
|R. Faser Triplett, M.  D       | 40,000                                  |          
|Letitia C. Hughes              | 3,000                                   |          
|                               |                                         |          
|All directors and executive   
|officers as a group (ten       | 5,264,946                               | 1,200,000
|persons) (12)                 

---

# * Less than 1%.

| | (1) | The
information as to beneficial ownership is based on information known to us           or
statements furnished to us by the beneficial owners. As used in this table,
          beneficial ownership means the sole or shared power to vote or to
          direct the voting of a security, or the sole or shared investment power with
          respect to a security (i.e. the power to dispose of, or to direct the
          disposition of a security). For purposes of this table, a person is deemed as
of           any date to have beneficial ownership of any security that such
          person has the right to acquire within 60 days after such date, such as under
          our Stock Option Plans.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The
address of each person, except W. D. Cox, R. Faser Triplett, M.D. and           Letitia
C. Hughes is Cal-Maine Foods, Inc., 3320 Woodrow Wilson Drive (Post           Office Box
2960), Jackson, Mississippi 39207. Mr. Coxs address is 1161 Oak           River
Road, Memphis, Tennessee 38120; Dr. Tripletts address is 404 West
          Parkway, Ridgeland, Mississippi 39157; Ms. Hughes address is P.O. Box
291,           Jackson, Mississippi 39205.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Percent
of total voting power is based on the total votes to which the Common           Stock
(one vote per share) and Class A Common Stock (ten votes per share) are
          entitled.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | The
number of shares shown in the table include 427,231 shares of Common Stock
          owned by Mr. Adams spouse, separately and as to which Mr. Adams disclaims
          beneficial ownership.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Includes
265,217 shares accumulated under the Cal-Maine Foods, Inc. Employee           Stock
Ownership Plan (ESOP).
| | --- | ---------------------------------------------------------------------------------------------------------------------

| | (6) | Includes
75,678 shares accumulated under ESOP and 12,608 shares owned by Mr.           Loopers
spouse.
| | --- | -------------------------------------------------------------------------------------------------------

| | (7) | Includes
96,653 shares owned by Mr. Bakers spouse separately and as           custodian for
their children as to which Mr. Baker disclaims any beneficial           ownership and
35,692 shares accumulated under the ESOP.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8) | Includes
12,339 shares accumulated under the ESOP and 5,000 shares owned by Mr.           Raines spouse.
| | --- | ---------------------------------------------------------------------------------------------------------

| | (9) | Includes
26,101 shares accumulated under the ESOP.
| | --- | --------------------------------------------------

| | (10) | Includes
11,208 shares accumulated under the ESOP.
| | ---- | --------------------------------------------------

| | (11) | Includes
75,560 shares accumulated under the ESOP.
| | ---- | --------------------------------------------------

| | (12) | Includes
shares as to which Messrs. Adams and Baker disclaim any beneficial           ownership.
See Notes (4) and (7) above.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------

The shares of Common Stock
accumulated in the ESOP, as indicated in Notes (5) through (11) above, also are included
in the 3,421,618 shares shown in the table as owned by the ESOP.

25

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# Equity Compensation Plan
Information

|Plan Category                      | Number of shares to be
issued upon exercise of
outstanding options | Weighted-average
exercise price of
outstanding options | Number of shares remaining
available for future
issuance under equity
compensation plans
|---------------------------------- | ------------------------------------------------------------------ | ------------------------------------------------------ | ----------------------------------------------------------------------------------------
|Equity compensation plans approved |                                                                    |                                                        |                                                                                         
|by security holders                |                                                                    |                                                        |                                                                                         
|Equity compensation plans not      |                                                                    |                                                       
|approved by security holders       |                                                                    |                                                        |                                                                                         
|                                   |                                                                    |                                                        |                                                                                         
|Total                              |                                                                    |                                                        |                                                                                         
|                                   |                                                                    |                                                        |                                                                                         

# Item 13. Certain
Relationships and Related Transactions.

The
Company owns approximately 14% of Egglands Best, Inc. (Egglands
Best), a specialty egg marketing firm. During the fiscal year ended May 31, 2003,
the Company paid approximately $3 Million to Egglands Best for merchandising
services. Richard K. Looper, Vice Chairman of the Board and a director of the Company, is
a director and Chairman of Egglands Best, Inc.

26