UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                   FORM 10-K


[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

      FOR FISCAL YEAR ENDED JUNE 3, 2000

[ ]   TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
      EXCHANGE ACT OF 1934

Commission file number:  000-04892

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

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

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

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

Securities registered pursuant to Section 12 (b) of the Act:  NONE

Securities  registered  pursuant to Section 12 (g) of the Act:  Common  Stock,
$0.01 par value

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein,  and will not be contained,  to the
best of registrant's  knowledge, in definitive proxy or information statements
incorporated  by reference  in Part III of this Form 10-K or any  amendment to
this Form 10-K. (X)

As of August 10, 2000,  10,983,988  shares of the  registrant's  Common Stock,
$0.01 par  value,  and  1,200,000  shares of the  registrant's  Class A Common
Stock,  $0.01 par value, were  outstanding.  The aggregate market value of the
common  stock  held by  non-affiliates  of the  registrant  on that  date  was
$11,466,400,  computed  at the  closing  price on that date as reported by the
National Association of Securities Dealers Automated Quotation System.

                      DOCUMENTS INCORPORATED BY REFERENCE

Pursuant to General  Instruction  G(3), the responses to Items, 10, 11, 12 and
13 of Part III of this  report are  incorporated  herein by  reference  to the
information  contained in the  Company's  Proxy  Statement for its 2000 Annual
Meeting of  Shareholders  to be held on October 5, 2000,  to be filed with the
Securities and Exchange Commission on or about September 5, 2000.


<PAGE>

                               TABLE OF CONTENTS

                                    Part I


                                                                    Page


Item                                                                     Number
----                                                                     ------

1.    Business................................................................3
2.    Properties .............................................................7
3.    Legal Proceedings ......................................................8
4.    Submission of Matters to a Vote of Security Holders ....................8

                                    Page II

5.    Market for the Registrant's Common
      Stock and Related Stockholder Matters ................................. 9

6.    Selected Financial Data ...............................................10

7.    Management's Discussion and Analysis of Financial Condition and
        Results of Operations ...............................................10

7A.   Quantitative and Qualitative Disclosures About Market Risk ............15

8.    Financial Statements and Supplementary Data ...........................15

9.    Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure.................................................15

                                   Part III

10.   Directors and Executive Officers of the Registrant ....................16

11.   Executive Compensation ................................................16

12.   Security Ownership of Certain Beneficial Owners and Management.........16

13.   Certain Relationships and Related Transactions ........................16

                                    Part IV

14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K .......16


                                      2
<PAGE>

                                    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  98% of the  Company's  net sales in fiscal  2000 and 1999.  Egg
products operations, which accounted for approximately 4% of the Company's net
sales in fiscal  1998,  were  discontinued  in May 1998.  The  Company  is the
largest  producer and distributor of fresh shell eggs in the United States and
during fiscal 2000, had sales of  approximately  526 million dozen shell eggs.
This  volume  represents  approximately  12.9% 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.

         Growth Strategy and Acquisitions

      The  Company  pursues  an  aggressive  growth  strategy,  including  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  five new
"in-line"  shell egg  production  and  processing  facilities  and one  pullet
growing facility, adding 5.0 million layers and 1.2 million growing pullets to
its  capacity.  Each of the new  shell  egg  production  facilities  generally
provides for the processing of approximately 300 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 new "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 growth 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  19.2 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  428  million  for the past five  fiscal
years.  Net sales  amounted to $287.1  million in fiscal 2000,  more than four
times 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.


                                       3
<PAGE>

          ACQUISITIONS OF EGG PRODUCTION AND PROCESSING FACILITIES

<TABLE>
<CAPTION>
                                                                              Layers          Purchase
 Fiscal Year(1)     Seller                                 Location          Acquired          Price
 --------------     ------                                 --------          --------         --------
<S>                 <C>                                 <C>                <C>              <C>
1989                Egg City, Inc.                        Arkansas          1,300,000         $ 6,716,000
1990                Sunny Fresh Foods, Inc.                 (2)             7,500,000          21,629,000
1991                Sunnyside Eggs, Inc.                North Carolina      1,800,000           6,000,000
1994                Wayne Detling Farms                   Ohio              1,500,000          12,194,000
1995                A & G Farms                           Kentucky          1,000,000           2,883,000
1997                Sunbest Farms                         Arkansas          600,000             1,302,000
1997                Southern Empire Egg Farm, Inc.        Georgia           1,300,000          10,654,000
1998                J&S Farms/Savannah Valley Egg         Georgia           900,000             3,745,000
1999                Hudson Brothers, Inc.                 Kentucky          1,200,000          11,534,000
2000                Smith Farms                           Texas/Arkansas    3,900,000          36,205,000
                                                                           ----------          ----------
                                    Total                                  21,000,000       $ 112,862,000
                                                                           ==========       =============
<FN>
(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
</FN>
</TABLE>


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

<TABLE>
<CAPTION>

Fiscal Year                               Layer                 Pullet         Approximate
 Completed            Location          Capacity              Capacity            Cost
 ---------            --------          --------              --------        -----------
<S>                <C>                 <C>                     <C>            <C>
 1990              Mississippi         1,000,000               200,000        $ 10,000,000
 1992              Louisiana           1,000,000                --              10,000,000
 1992              Mississippi            --                   500,000           3,500,000
 1994              Mississippi         1,000,000                --               9,200,000
 1996              Texas               1,000,000                250,000         14,000,000
 1999              Kansas              1,250,000                250,000         21,500,000
                                       ---------              ---------       ------------
                       Total           5,000,000              1,200,000       $ 68,200,000
                                       =========              =========       ============
</TABLE>
[FN]
      (1) Does not include construction in Waelder, Texas, commenced in fiscal
1998, and to be completed in fiscal 2001 at an estimated cost of approximately
$18.7  million,  adding  approximately  1,300,000  layer  and  300,000  pullet
capacity.
</FN>

      The  Company  proposes  to  continue a growth  strategy  calling 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   12.9%  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.

      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.


                                      4

<PAGE>

      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  78% of its total fiscal 2000 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 Alabama, Arkansas,  Georgia,  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 95% 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.

      Feed cost  represents  the  largest  element of the  Company's  farm egg
production cost, ranging from 55% to 64% of total cost in the last five years,
or an average of  approximately  60%.  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. A small percentage of eggs are sold unprocessed
to other processors.

      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 which 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.

      Marketing.  Of the 526  million  dozen shell eggs sold by the Company in
the fiscal  year ended June 3, 2000,  388  million  were  produced  by Company
flocks.


                                      5
<PAGE>

      Sales  of  shell  eggs  primarily  are  made to  national  and  regional
supermarket  chains that buy direct from the Company.  During fiscal 2000, one
customer,  a major Texas grocery  retailer,  accounted for 10.5% of net sales,
and the top 10 customers accounted for 53% 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.  Wholesale prices are subject to
wide  fluctuations.  The prices of its 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  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  often  losses,  in its  fourth  and first  fiscal
quarters ending in May and August, respectively.

      The annual per  capita  consumption  of shell eggs since 1990 has ranged
from 235 to 256,  averaging 240, with the peak consumption of 256 occurring in
1999.   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.

      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.

      Egg Products. The Company discontinued production of egg products in May
1998. Egg products  accounted for  approximately 4% of the Company's net sales
in fiscal 1998.

      Specialty  Eggs.  The Company also produces  specialty eggs such as Eggo
land's  Best(TM) and Farmhouse  eggs.  Eggo land's  Best(TM) 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(TM) eggs, under license from
Eggo  land's  Best,  Inc.  ("EB"),  at  its  existing  facilities,   under  EB
guidelines.  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(TM) eggs  accounted for  approximately  4.6% of the Company's net
sales  in  fiscal  2000.  "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 account for l% of net sales.  They are intended to
meet the demands of consumers  who are sensitive to  environmental  and animal
welfare issues.

      Livestock.  The Company's livestock  operations currently consist 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  2% of the
Company's net sales in fiscal 2000.

      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.


                                      6

<PAGE>

      The shell egg production and processing  industry has been characterized
by a growing  concentration  of  production.  In 1999,  62 producers  with one
million  or more  layers  owned  78% of the 270  million  total  U.S.  layers,
compared with the 56 producers with one million or more layers owning 63.6% of
the 231.9 million total U.S. layers in 1990, and 61 producers with one million
or more layers owning 56.2% 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(TM) eggs, under license from EB, as indicated above.

      Government  Regulation.  The  Company is  subject  to federal  and state
regulations relating to grading, quality control, labeling,  sanitary control,
and waste disposal.  As a fully-integrated  egg producer,  the Company's shell
egg facilities are subject to USDA and FDA regulation. 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.

      Cal-Maine  is  subject  to  federal  and  state  environmental  laws and
regulations and has all necessary permits.

      Employees.  As of June 3, 2000, the Company had a total of approximately
1,840  employees  of whom  1,640  worked  in egg  production,  processing  and
marketing,  115 were engaged in feed mill operations,  50 in dairy activities,
and 35 were administrative  employees,  including  officers,  at the Company's
executive offices.  About 7% of the Company's personnel is 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.


ITEM 2.  PROPERTIES

      The Company owns or leases farms,  processing plants,  hatcheries,  feed
mills,  warehouses,  offices and other property located in Alabama,  Arkansas,
Georgia, Kansas, Kentucky, Louisiana, Mississippi, New Mexico, North Carolina,
Ohio, Oklahoma, South Carolina, Tennessee, and Texas, as follows: two breeding
facilities, two hatcheries, 15 feed mills, 19 production facilities, 14 pullet
growing  facilities,  22  processing  and packing  facilities,  two  wholesale
distribution  facilities,  and a dairy farm. Most of the Company's property is
owned  and  encumbered.  See  Notes 5, 6, and 7 of the  Notes to  Consolidated
Financial Statements of the Company.


      The Company  operates 265  over-the-road  tractors and 331 trailers,  of
which 168 and 204 are owned, respectively, and the balance are leased.

      At June 3, 2000,  the Company owned  approximately  15,700 acres of land
and owned facilities to:

<TABLE>
<CAPTION>
Operation                             Capacity
---------                             --------
<S>                       <C>
Hatch                     16,000,000  - pullet chicks per year
Grow (1)                  11,000,000  - pullets per year
House (2)                 16,000,000  - hens
Produce                          700  - tons of feed per hour
Process (3)                    7,000  - cases of eggs per hour
<FN>
(1)   The Company uses  contract  growers for the  production of an additional
      2.3 million pullets.

(2)   The  Company  controls  approximately  20 million  layers,  of which 3.6
      million are cared for by contract producers.

(3)   One case equals 30 dozen eggs.
</FN>
</TABLE>


                                       7

<PAGE>

      Over the past five fiscal years,  Cal-Maine's capital  expenditures have
totaled  approximately  $132.4  million,  including  the  acquisition  of  the
operations  of  other  businesses.  The  Company's  facilities  currently  are
maintained in good operable condition and are insured to an extent the Company
deems adequate.


ITEM 3.  LEGAL PROCEEDINGS

      The Company is not a party to any  litigation  which,  in the opinion of
management,  is  likely to have a  material  adverse  effect on the  Company's
consolidated financial position or results of operations.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No matters  were  submitted to a vote of security  holders,  through the
solicitation of proxies or otherwise,  during the fourth quarter ended June 3,
2000.


                                      8

<PAGE>

                                   PART II.

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

      The Company's Common Stock is traded on the NASDAQ National Market under
the symbol CALM. At June 3, 2000, there were  approximately 214 record holders
of the Company's Common Stock and approximately  1,200 beneficial owners whose
shares were held by nominees or broker dealers. The following table sets forth
the high and low daily sale prices and  dividends  for four quarters of fiscal
1999 and fiscal 2000.

<TABLE>
<CAPTION>
                                             Sales Price
                                          ----------------        Cash Dividend
 Year Ended      Fiscal Quarter           High         Low           Declared
 ----------      --------------           ----         ---        -------------
<S>              <C>                     <C>         <C>              <C>
June 3, 2000     First Quarter           $ 5 1/2     $ 4 3/8          $  .0125
                 Second Quarter            4 7/8       3 11/32           .0125
                 Third Quarter             4 3/8       2 1/2             .0125
                 Fourth Quarter            4 3/32      3 1/4             .0125

May 29, 1999     First Quarter           $ 5 7/8     $ 4              $  .0100
                 Second Quarter            5 1/2       3 1/2             .0125
                 Third Quarter             5 7/16      4 1/8             .0125
                 Fourth Quarter            5 5/8       5 3/16            .0125

</TABLE>

      There is no public  trading  market  for the Class A Common  Stock,  the
majority outstanding shares of which are owned by Fred R. Adams, Jr., Chairman
of the Board of Directors and Chief Executive Officer of the Company.

      The Company's current cash dividend is $.0125 per share on Common Stock,
representing  an annual cash dividend of $.05 per share.  The cash dividend is
$.011875  per  share on Class A Common  Stock,  representing  an  annual  cash
dividend of $.0475 per share. Under the terms of the Company's agreements with
its principal  lenders,  Cal-Maine is subject to various  financial  covenants
limiting  its  ability to pay  dividends.  The Company is required to maintain
minimum   levels  of  working   capital  and  net  worth,   to  limit  capital
expenditures, leasing transactions and additional long-term borrowings, and to
maintain  various  current  and  cash-flow   coverage   ratios,   among  other
restrictions.  For the foreseeable  future,  the Company expects to retain the
majority of earnings for use in its business.


                                      9

<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA
<PAGE>

<TABLE>
<CAPTION>
                                                                       Fiscal Years Ended
                                                                       ------------------
                                              June 3,        May 29,         May 30,      May 31,        June 1,
                                               2000           1999            1998          1997           1996
                                               ----           ----            ----          ----           ----
                                                         (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENT OF OPERATIONS DATA:
<S>                                         <C>            <C>            <C>            <C>            <C>
Net sales                                   $ 287,055      $ 287,954      $ 309,071      $ 292,526      $ 282,844
Cost of sales                                 268,937        242,022        264,636        236,273        230,850
                                            ----------     ----------     ----------     ----------     ----------
Gross profit                                   18,118         45,932         44,435         56,253         51,994
Selling, general and administrative            40,059         36,406         34,089         28,930         29,653
                                            ----------     ----------     ----------     ----------     ----------
  Operating income (loss)                     (21,941)         9,526         10,346         27,323         22,341
Other income (expense):
  Interest expense                             (7,726)        (5,195)        (4,583)       (4,277)         (5,487)
  Equity in income of affiliate                   130            326            294           524             721
  Other                                         2,525          3,330          2,268           783            (190)
                                            ----------     ----------     ----------     ----------     ----------
                                               (5,071)        (1,539)        (2,021)        (2,970)        (4,956)
                                            ----------     ----------     ----------     ----------     ----------
Income (loss) before income taxes             (27,012)         7,987          8,325         24,353          17,385
Income tax expense (benefit)                   (9,633)         2,907          2,946          9,508           6,460
                                            ----------     ----------     ----------     ----------     ----------
Net income (loss)                           $ (17,379)     $   5,080      $   5,379      $  14,845      $   10,925
                                            ==========     ==========     ==========     ==========     ==========
Net income (loss) per common share:
  Basic                                     $   (1.41)     $    0.39           0.41      $    1.21      $    0.94
                                            ==========     ==========     ==========     ==========     ==========
  Diluted                                   $   (1.41)     $    0.39      $    0.40      $    1.18      $    0.94
                                            ==========     ==========     ==========     ==========     ==========
Cash dividends declared per share           $  0 .048      $   0.045      $   0.020      $     .00      $      .00
                                            ==========     ==========     ==========     ==========     ==========
Weighted average shares outstanding:
  Basic                                        12,362         12,999         13,191         12,285         11,584
                                            ==========     ==========     ==========     ==========     ==========
   Diluted                                     12,362         13,114         13,428          12,560        11,584
                                            ==========     ==========     ==========     ==========     ==========
Balance Sheet Data:
Working capital                             $  18,485      $   48,501     $   56,591     $   45,390     $  26,742
Total assets                                  231,899         213,682        203,188        182,294       149,991
Total debt (including current portion)        119,736          84,004         75,498         64,436        63,426
Total stockholders' equity                    61,353           80,584          79,547        74,642        47,900

</TABLE>

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 June 3, 2000 (53 weeks), May 29, 1999 (52
weeks) and May 30, 1998 (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
over 98% of the  Company's  net sales in fiscal  2000 and  1999.  The  Company


                                      10
<PAGE>

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.
Egg products operations, which accounted for approximately 4% of the Company's
net sales in fiscal 1998, were discontinued in May 1998.

      The Company  currently uses contract  producers for approximately 22% 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 60% of Cal-Maine's total farm egg production cost. Changes
in feed costs result in changes in the Company's  cost of goods sold. The cost
of feed  ingredients is affected by a number of supply and demand factors such
as crop production and weather, and other factors,  such as the level of grain
exports, over which the Company has little or no control.

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.
<TABLE>
<CAPTION>
                                                        Percentage of Net Sales
                                                          Fiscal Years Ended
                                            June 3, 2000     May 29, 1999     May 30, 1998
                                            ------------     ------------     ------------
<S>                                            <C>              <C>              <C>              <C>
Net sales                                      100.0%           100.0%           100.0%           100.0%
Cost of sales                                   93.7             84.0             85.6             85.6
                                               -------          ------           ------           ------
Gross profit                                     6.3             16.0             14.4             14.4
Selling, general & administrative expenses      14.0             12.6             11.0             11.0
                                               -------          ------           ------           ------
Operating income  (loss)                        (7.7)             3.4              3.4             3.4
Other income (expense)                          (1.7)            (0.6)            (0.7)           (0.7)
                                               -------          ------           ------           ------
Income (loss)  before taxes                     (9.4)             2.8              2.7             2.7
Income tax expense (benefit)                    (3.3)             1.0              1.0             1.0
                                               -------          ------           ------           ------
Net income  (loss)                              (6.1)%            1.8%             1.7%            1.7%
                                               =======          ======           ======           ======
</TABLE>

Fiscal Year Ended June 3, 2000 Compared to Fiscal Year Ended May 29, 1999

      Net Sales.  Net sales for the fiscal year ended June 3, 2000 were $287.1
million,  a decrease  of  $899,000  from net sales of $288.0  million  for the
fiscal year ended May 29,  1999.  The  decrease  resulted  from a $4.9 million
decrease  in net sales of feed to outside  producers,  offset by $4.0  million


                                      11

<PAGE>

increase  in  sales  of  shell  eggs.  The  increase  in  shell  egg  sales is
attributable  to a 23.7%  increase  in dozens  sold and an 18.6%  decrease  in
average selling price per dozen.  Although domestic demand was good, increased
egg supply and weak export  demand  caused egg market  prices to decrease.  In
fiscal 2000,  total dozens of shell eggs sold were 526.2 million,  an increase
of 100.7 million  dozen,  compared to 425.5 million dozen sold in fiscal 1999.
Of the increased  dozens sold,  70% resulted from the  acquisition  of the egg
production  and  processing  operations of Hudson  Brothers in May 1999 and of
Smith Farms in September  1999. The balance of the increase in dozens sold was
purchased from outside egg producers.  As a result of the decline in shell egg
market  prices,  the Company's  average  selling price of shell eggs decreased
from $.623 for fiscal 1999 to $.507 per dozen,  a decrease of $.116 per dozen.
Feed sales to outside  producers  decreased as a result of lower tons sold and
slightly  lower cost of feed  ingredients  during  fiscal  2000 which  reduced
market prices for feed.

      Cost of Sales.  The cost of sales in fiscal 2000 was $268.9 million,  an
increase of $26.9 million, or 11.1%, above fiscal 1999 cost of sales of $242.0
million.  The  increase  is the net result of an increase in dozens sold and a
slight decrease in feed cost per dozen produced.  As discussed  above,  dozens
sold for fiscal 2000 increased  100.7 million dozen, or 23.7%. Of the increase
in dozens sold, 27.7 million dozens were purchased from outside egg producers,
an increase of 25.0% above last fiscal year. During weak egg market conditions
as  described  above,  the  Company is able to purchase  outside  eggs at more
favorable net prices which  mitigates  the normally  higher cost of purchasing
eggs from outside  sources.  A good 1999 corn and soybean harvest  resulted in
slight  decreases in cost of feed  ingredients.  Feed cost for fiscal 2000 was
$.188 per dozen,  compared to $.195 per dozen for last fiscal year, a decrease
of $.007 per  dozen,  or 3.6%.  Decreased  feed cost and cost of  outside  egg
purchases were not enough to offset the 18.6% drop in egg selling prices,  and
the net  result  was a decrease  in gross  profit  from 16.0% of net sales for
fiscal 1999 to 6.3% for fiscal 2000.

      Selling,  General and Administrative  Expenses.  Selling,  general,  and
administrative  expense in fiscal 2000 was $40.1 million,  an increase of $3.7
million,  or 10.0%, as compared to $36.4 million for fiscal 1999. The increase
is due to increased  payroll and related  expenses  from the  acquisitions  of
Hudson  Brothers  in May 1999 and  Smith  Farms in  September  1999 and due to
increased  delivery costs from the increased  dozens sold. On a cost per dozen
sold basis, selling,  general and administrative  expense decreased from $.086
per dozen for fiscal  1999 to $.076 per dozen for fiscal  2000,  a decrease of
$.01 per dozen sold, or 11.6%. As a percent of net sales, selling, general and
administrative  expense  increased  from 12.6% from  fiscal  1999 to 14.0% for
fiscal 2000.

      Operating  Income  (Loss)  . As a result  of the  above,  the  Company's
operating loss was $21.9 million,  as compared to an operating  income of $9.5
million for fiscal 1999.  As a percent of net sales,  the  operating  loss for
fiscal 2000 was 7.7%,  as compared to an  operating  income of 3.4% for fiscal
1999.

      Other Income (Expense).  Other expense for fiscal 2000 was $5.1 million,
an increase of $3.6 million,  as compared to other expense of $1.5 million for
fiscal 1999. For fiscal 2000,  interest expense increased $2.5 million and net
other  income  decreased  $1.0  million.  Interest  expense  increased  due to
increased  borrowings.  Other income  decreased  primarily  from a decrease in
interest earned due to lower cash equivalent investments.  As a percent of net
sales,  other  expense was 1.7% for fiscal  2000,  compared to 0.6% for fiscal
1999.

      Income Taxes. As a result of the above,  the Company's  pre-tax loss was
$27.0 million, compared to pre-tax income of $8.0 million for fiscal 1999. For
fiscal 2000,  the  Company's  income tax benefit  totaled $9.6 million with an
effective  rate of 35.7%,  as compared  to income tax expense of $2.9  million
with an effective rate of 36.4% for fiscal 1999.

      Net Income  (Loss).  As a result of the above,  net loss for fiscal 2000
was $17.4 million or $1.41 per basic and diluted share, compared to net income
of $5.1 million, or $.039 per basic and diluted share for fiscal 1999.

Fiscal Year Ended May 29, 1999 Compared to Fiscal Year Ended May 30, 1998

      Net Sales.  Net sales in the fiscal  year ended May 29, 1999 were $288.0
million,  a  decrease  of $21.1  million,  or 6.8%,  from net  sales of $309.1
million in the fiscal year ended May 30, 1998. The closure of the egg products
division,  in fiscal 1998,  accounted for $12.9 million of the decrease in net


                                      12

<PAGE>

sales for fiscal  1999.  The balance of the  decrease  was the result of lower
selling  prices for eggs.  Due to increased  egg  supplies and lower  exports,
average shell egg market prices  declined  approximately  5.4%. In response to
declining  market prices,  Cal-Maine's net average selling price of shell eggs
decreased  from $.657 per dozen for fiscal 1998 to $.623,  a decrease of $.034
per dozen, or 5.2%. Total dozens of eggs sold remained about the same for both
fiscal years, 425.5 million dozen for fiscal 1999, compared to 424 million for
fiscal 1998, an increase of 1.5 million  dozens.  Outside feed sales increased
$2.4 million,  or  approximately  15.0%, for fiscal 1999. The increase was the
net result of an increase of 43.0% in tons of feed sold to outside  producers,
offset by a decrease of 20.0% in the net selling price per ton.  Lower cost of
feed ingredients resulted in lower market prices for feed.

      Cost of Sales.  The cost of sales in fiscal 1999 was $242.0  million,  a
decrease  of $22.6  million,  or 8.5%,  under the fiscal 1998 cost of sales of
$264.6 million.  The closed egg products division  accounted for $13.0 million
of the fiscal 1999  decrease.  The balance of the  decrease  was mostly due to
decreases in cost of feed ingredients,  and lower shell egg market prices. The
lower cost of feed ingredients was the result of a large 1998 corn and soybean
harvest and  indications  of continued  favorable feed prices as the 1999 crop
season began.  Feed cost per dozen eggs produced during fiscal 1999 was $.195,
compared to $.248 per dozen in fiscal 1998, a decrease of 21.4%. During fiscal
1999,  the  Company  purchased  116.0  million  dozens from  outside  sources,
compared to 101.8 million dozen during fiscal 1998, an increase of 13.9%.  Due
to decreased egg market prices,  as discussed  above,  the Company was able to
purchase  outside eggs at more  favorable  net prices.  Lower shell egg market
prices,  offset by  improvements  in egg  production  and purchased egg costs,
resulted  in an  increase  in gross  profit from 14.4% of net sales for fiscal
1998 to 16.0% of net sales for fiscal 1999.

      Selling,  General and Administrative  Expenses.  Selling,  general,  and
administrative expenses in fiscal 1999 were $36.4 million, an increase of $2.3
million,  or 6.7%, as compared to $34.1 million for fiscal 1998. The increases
are mostly in payroll and payroll related expenses, including cash payments to
certain  employees to terminate  stock options and employee  health  insurance
costs.  During the second quarter of fiscal 1999,  the Company,  in accordance
with FASB  Statement  121,  incurred  an  impairment  change of  $500,000 on a
facility, including feed mill and production and distribution properties, that
was closed.  In fiscal 1999,  franchise fees increased  almost $500,000 as the
Company expands its markets for specialty brands of eggs,  primarily Eggland's
Best. Sales of the specialty brands for fiscal 1999 were 5.2% of net sales, as
compared  to 3.4% for fiscal  1998,  and 1.0% for fiscal  1997.  Other  costs,
including delivery,  remained approximately the same during both fiscal years.
As a percent of net sales, general and administrative  expenses increased from
11.0% for fiscal 1998 to 12.6% for fiscal 1999.

      Operating  Income.  As a result of the above,  the  Company's  operating
income was $9.5  million in fiscal  1999,  a decrease of $800,000 or 7.9%,  as
compared to operating income of $10.3 million for fiscal 1998. As a percent of
net sales,  operating  income for fiscal 1999 was 3.4%, the same as for fiscal
1998.

      Other Income (Expense).  Other expense for fiscal 1999 was $1.5 million,
a decrease of $482,000, or 23.8%, as compared to other expense of $2.0 million
for fiscal 1998.  The  decrease in net other  expense is due to an increase in
interest  income of $831,000  offset by an  increase  in  interest  expense of
$611,000  and an increase  in other  income of  $263,000.  As a percent of net
sales,  other  expenses  were 0.6% for fiscal 1999 compared to 0.7% for fiscal
1998.

      Income Taxes. As a result of the above, the Company's pre-tax income was
$8.0  million in fiscal 1999,  compared to pre-tax  income of $8.3 million for
fiscal 1998. For fiscal 1999,  income tax expense totaled $2.9 million with an
effective rate of 36.4% as compared to income tax expense of $2.9 million with
an effective rate of 35.4% for fiscal 1998. The increase in the effective rate
is primarily due to a decrease in tax-exempt  interest  income as a percentage
of income before income taxes.

      Net  Income.  As a result of the above,  net income for fiscal  1999 was
$5.1  million,  or $0.39  per  basic  share,  compared  to net  income of $5.4
million, or $0.41 per basic share for fiscal 1998.

      Capital  Resources and Liquidity.  The Company's working capital at June
3, 2000 was $18.5  million  compared  to $48.5  million at May 29,  1999.  The
Company's  current ratio was 1.36 at June 3, 2000 as compared with 2.17 at May
29, 1999. 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


                                      13

<PAGE>

are higher  during  these  quarters  than during other  fiscal  quarters.  The
Company  has a $35.0  million  line of credit  with three  banks of which $7.5
million was outstanding at June 3, 2000. The Company's  long-term debt at June
3, 2000, including current maturities, amounted to $119.7 million, as compared
to $84.0 million at May 29, 1999.

      For the  fiscal  year  ended June 3,  2000,  $11.1  million  was used in
operating activities. The Company had $7.5 million in net borrowings under its
line of credit,  additional  long-term  borrowings of $40.3 million,  $1.7 net
proceeds  from the disposal of property,  plant and equipment and $3.0 million
net proceeds from notes receivable and  investments.  In the 2000 fiscal year,
$35.6  million  was used in the  acquisition  of a shell  egg  production  and
processing  business,  $15.5 million was used for construction  projects,  and
$12.4 million for purchases of property,  plant and  equipment.  Approximately
$1.2 million was used for  purchases of common stock for treasury and $611,000
for dividend payments on the common stock.  Principal payments of $4.6 million
were made on long-term debt. The net result of these activities was a decrease
in cash and cash equivalents of $29.7 million for fiscal 2000.

      Certain key industry  indicators for shell eggs are currently  favorable
for fiscal 2001.  Baby chicks  placed  during the first six months of calendar
2000 are down over 5% compared to the same period last year. This will tend to
reduce the nationwide laying flock size in the year ahead. Current projections
for total laying flock size in the U. S. during the Company's  fiscal 2001 are
only slightly larger than last fiscal year. With  anticipated  improved demand
by the egg  industry,  this should result in higher  selling  prices for eggs.
Current  industry  indications  and projections are for a big corn and soybean
crop in the fall of 2000.  This should ensure  favorable  cost of feed for the
fiscal 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.  The Company is required by certain  provisions of
these loan  agreements to (1) maintain  minimum levels of working  capital and
net worth; (2) limit dividends,  capital  expenditures,  lease obligations and
additional  long-term  borrowings;   and  (3)  maintain  various  current  and
cash-flow  coverage  ratios,  among other  restrictions.  At June 3, 2000, the
Company  did not meet  certain  of  these  provisions  on its  line of  credit
agreement and substantially all of its long-term debt agreements.  The Company
has  obtained   amendments  to  the  loan   agreements  or  waivers  of  these
requirements  through  fiscal  2001.  The  Company is in  compliance  with the
amended  or waived  provisions.  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.

      At June 3, 2000 the Company had $9.6 million in  construction-in-process
which  primarily  represents  construction  of new  shell egg  production  and
processing facilities in Waelder,  Texas and a feed mill in Chase, Kansas. The
estimated cost to complete construction of the Waelder facility and Chase feed
mill  in  fiscal  2001  is  approximately  $3.4  million.  The  Company  has a
commitment  from an insurance  company to receive  $13.4  million in long-term
borrowings  applicable to the Waelder facility.  In addition to the completion
of the Waelder facility and Chase feed mill, the Company has projected capital
expenditures of $15.0 million fiscal 2001,  which will be funded by cash flows
from operations and additional long-term borrowings.

      As part of the Smith Farms  purchase in September  1999,  the Company is
continuing the  construction  of egg  production and processing  facilities in
Searcy,  Arkansas  and  Flatonia,  Texas.  The  projects are being funded by a
leasing  company.  Total cost of the Searcy  facility is  approximately  $20.0
million and  completion is expected in the last quarter of fiscal 2001.  Total
cost of the Flatonia facility is approximately $16.0 million and completion is
anticipated in the second  quarter of fiscal 2002.  These  facilities  will be
leased with seven year terms and accounted for as operating leases.

      The  Company  has  $2.9  million  of  deferred  tax  liability  due to a
subsidiary's  change from a cash basis to an accrual basis taxpayer on May 29,
1988.  The  Taxpayer  Relief Act of 1997  provides  that the taxes on the cash
basis temporary  differences as of that date are generally payable over 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  $2.9  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.


                                      14

<PAGE>

      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.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

See Note 11 to the Company's Consolidated Financial Statements.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The financial statements,  schedules, and supplementary data required by
this item are listed in Item 14(a) of this  report and  included  at pages F-1
through F-15.

Quarterly Financial Data: (unaudited , amounts in thousands,  except per share
data)

<TABLE>
<CAPTION>
                                             Fiscal Year 2000
                                             ----------------
                              First        Second         Third        Fourth
                             Quarter       Quarter       Quarter       Quarter
                            ---------------------------------------------------
<S>                         <C>           <C>           <C>           <C>
Net sales                   $ 59,055      $ 71,054      $ 79,191      $ 77,755
Gross profit                   1,733         6,667         6,547         3,171
Net loss                      (5,364)       (2,732)       (3,997)       (5,286)
Net loss per share:
 Basic                      $   (.43)     $   (.22)     $   (.32)     $   (.43)
 Diluted                    $   (.43)     $   (.22)     $   (.32)     $   (.43)


                                             Fiscal Year 1999
                                             ----------------
                              First        Second         Third        Fourth
                             Quarter       Quarter       Quarter       Quarter
                            ---------------------------------------------------
<S>                         <C>           <C>           <C>           <C>
Net sales                   $ 68,785      $ 77,948      $ 77,861      $ 63,360
Gross profit                   6,081        17,303        15,691         6,857
Net income (loss)             (2,087)        4,254         3,979        (1,066)
Net income per share:
 Basic                      $   (.16)     $    .32      $    .31      $   (.08)
 Diluted                    $   (.16)     $    .32      $    .30      $   (.08)

</TABLE>
ITEM  9. CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

         None.


                                      15

<PAGE>
                                   PART III

ITEM  10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The  information  concerning  directors  and  executive  officers  is
incorporated by reference from the Company's  definitive proxy statement which
is to be filed pursuant to Regulation 14A under the Securities Exchange Act of
1934 in connection with the Company's 2000 Annual Meeting of Shareholders.

ITEM  11. EXECUTIVE COMPENSATION

         The information  concerning executive compensation is incorporated by
reference from the Company's  definitive  proxy statement which is to be filed
pursuant  to  Regulation  14A under  the  Securities  Exchange  Act of 1934 in
connection with the Company's 2000 Annual Meeting of Shareholders.

ITEM  12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information  concerning  security ownership of certain beneficial
owners  and  management  is  incorporated  by  reference  from  the  Company's
definitive  proxy  statement  which is to be filed  pursuant to Regulation 14A
under the  Securities  Exchange Act of 1934 in  connection  with the Company's
2000 Annual Meeting of Shareholders.

ITEM  13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  information   concerning   certain   relationships  and  related
transactions is incorporated by reference from the Company's  definitive proxy
statement which is to be filed pursuant to Regulation 14A under the Securities
Exchange  Act of 1934 in  connection  the  Company's  2000  Annual  Meeting of
Shareholders.

                                    PART IV

ITEM  14. EXHIBITS,  FINANCIAL  STATEMENTS,  SCHEDULES AND REPORTS ON FORM 8-K

      (a)   Financial Statements

            The consolidated financial statements of the Company listed on the
            accompanying index to consolidated  financial statements are filed
            as part of this report.

      (b)   Reports on Form 8-K

            No Current Report on Form 8-K was filed by the Company covering an
            event during the fourth  quarter of fiscal 2000.  No amendments to
            previously filed Forms 8-K were filed during the fourth quarter of
            fiscal 2000.

      (c)   Exhibits Required by Item 601 of Regulation S-K

      The following  exhibits are filed herewith or incorporated by reference:

Exhibit                                          Exhibit
Number                                           -------
-------

2     Sale and exchange  agreements dated September 13, 1999, by and among B &
      N Poultry,  et al., and Cal-Maine Foods,  Inc. (Omitted exhibits will be
      furnished supplementally to the Commission upon request) *******
3.1   Amended and Restated Certificate of Incorporation of the Registrant.*
3.2   By-Laws of the Registrant, as amended.*
4.1   See  Exhibits  3.1  and  3.2  as to be  the  rights  of  holders  of the
      Registrant's common stock.
4.2   Form of  Warrant  Agreement  (including  form of Common  Stock  Purchase
      Warrant).*


                                      16

<PAGE>

10.1  Amended and  Restated  Term Loan  Agreement,  dated as of May 29,  1990,
      between  Cal-Maine  Foods,  Inc. and Cooperative  Centrale  Raiffeisen -
      Boerenleenbank B.A., "Rabobank  Nederland," New York Branch, and Amended
      and Restated Revolving Credit Agreement among Cal-Maine Foods, Inc., and
      Barclays    Banks   PLD   (New   York)   and    Cooperatieve    Centrale
      Raiffeisen-Borenleenbank  B.A.,  dated as of 29 May 1990, and amendments
      thereto (without exhibits).*
10.1(a)Amendment to Term Loan Agreement (see Exhibit 10.1) dated as of June 3,
      1997 (without exhibits). **
10.2  Note  Purchase  Agreement,  dated as of November 10, 1993,  between John
      Hancock Mutual Life  Insurance  Company and Cal-Maine  Foods,  Inc., and
      amendments thereto (without exhibits).*
10.3  Loan  Agreement,  dated as of May 1,  1991,  between  Metropolitan  Life
      Insurance  Corporation and Cal-Maine Foods, Inc., and amendments thereto
      (without  exhibits).* 10.4 Employee Stock Ownership Plan, as Amended and
      Restated.* +
10.5  1993 Stock Option Plan, as Amended.* +
10.6  Wage Continuation  Plan, dated as of January1,  1986, among R.K. Looper,
      B.J. Raines, and the Registrant.* +
10.6(a) Amendment dated October 29, 1997 to Wage  Continuation  Plan, dated as
      of January 1, 1986, between B.J. Raines and the Registrant. ****+
10.7  Wage Continuation  Plan, dated as of July 1, 1986, between Jack Self and
      the Registrant, as amended on September 2, 1994.* +
10.8  Wage  Continuation  Plan, dated as of April 15, 1988,  between Joe Wyatt
      and the Registrant.* +
10.9  Redemption  Agreement,  dated March 7, 1994,  between the Registrant and
      Fred R. Adams, Jr.*
10.10 Note Purchase Agreement, dated December 18, 1997, among Cal-Maine Foods,
      Inc.,  Cal-Maine Farms, Inc.,  Cal-Maine Egg Products,  Inc.,  Cal-Maine
      Partnership,  LTD, CMF of Kansas LLC and First South  Production  Credit
      Association and Metropolitan Life Insurance  Company (without  exhibits,
      except names of guarantors and forms of notes) ***

10.11 Wage  Continuation  Plan,  dated as of January 14, 1999,  among  Stephen
      Storm, Charles F. Collins, Bob Scott, and the Registrant *****+

10.12 Secured note purchase agreement dated September 28, 1999 among Cal-Maine
      Foods, Inc.,  Cal-Maine  Partnership,  LTD, and John Hancock Mutual Life
      Insurance  Company,  and John Hancock  Variable Life  Insurance  Company
      (without exhibits, annexes and disclosure schedules) ******

10.13 1999 Stock Option Plan *********+

21    Subsidiaries of the Registrant

23    Consent of Independent Auditors

27    Financial Data Schedule

+     Management contract or compensatory plan.

*     Incorporated  by reference to the same  exhibit  number in  Registrant's
      Form S-1 Registration Statement No. 333-14809.


                                      17

<PAGE>

**      Incorporated  by reference to the same exhibit number in  Registrant's
        Form 10-K for fiscal year ended May 31,1997.

***     Incorporated  by reference to the same exhibit number in  Registrant's
        Form 10-Q for the quarter ended November 29, 1997.

****    Incorporated  by reference to the same exhibit number in  Registrant's
        Form 10-K for fiscal year ended May 30, 1998.

*****   Incorporated  by reference to the same exhibit number in  Registrant's
        Form 10-K for fiscal year ended May 29, 1999.

******  Incorporated  by reference to the same exhibit number in  Registrant's
        Form 10-Q for the quarter ended November 27, 1999.

******* Incorporated  by reference to the same exhibit number in  Registrant's
        Form 8-K, dated September 30, 1999.

********Incorporated  by  reference  to  Registrant's  form  S-8  Registration
        Statement No. 333-39940, dated June 23, 2000.


The Company agrees to file with the Securities and Exchange  Commission,  upon
request,  copies of any  instrument  defining the rights of the holders of its
consolidated long-term debt.

(d)   Financial Statement Schedules Required by Regulation S-X

The financial  statement  schedule required by Regulation S-X is filed at page
S-1.  All  other  schedules  for  which  provision  is made in the  applicable
accounting  regulations  of the  Securities  and Exchange  Commission  are not
required under the related instructions or are inapplicable and therefore have
been omitted.


                                      18

<PAGE>

                                  SIGNATURES


      Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934,  the registrant has duly caused this report to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized,  in  Jackson,
Mississippi, on this 17th day of August, 2000. CAL-MAINE FOODS, INC.

                                               /s/FRED R. ADAMS, JR.
                                               ---------------------
                                                  Fred R. Adams, Jr.
                                                  Chairman of the Board and
                                                  Chief Executive Officer

      Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
this report has been signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated:

      SIGNATURE                      TITLE                           DATE

 /s/FRED R. ADAMS, JR.     Chairman of the Board and           August 17, 2000
 ---------------------     Chief Executive Officer
    Fred R. Adams, Jr      (Principal Executive Officer)

 /s/RICHARD K. LOOPER      Vice Chairman of the Board          August 17, 2000
 --------------------      and Director
    Richard K. Looper

 /s/ADOLPHUS B. BAKER      President and Director              August 17, 2000
 --------------------
    Adolphus B. Baker

 /s/BOBBY J. RAINES        Vice President, Chief Financial     August 17, 2000
 ------------------        Officer, Treasurer, Secretary
    Bobby J. Raines        and Director
                           (Principal Financial Officer)

 /s/CHARLES F. COLLINS     Vice President, Controller          August 17, 2000
 ---------------------     and Director
    Charles F. Collins     (Principal Accounting Officer)

 /s/JACK B. SELF           Vice President and Director         August 17, 2000
 ---------------
    Jack B. Self

 /s/JOE M. WYATT           Vice President and Director         August 17, 2000
 ---------------
    Joe M. Wyatt

                           Director                            August 17, 2000
 ------------
    D. Cox

                           Director                            August 17, 2000
 --------------------
    Faser Triplett


                                      19

<PAGE>
                  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                          Page
                                                                          ----

Report of  Independent Auditors.............................................F-2

Consolidated Balance Sheets as of June 3, 2000, and May 29, 1999............F-3

Consolidated Statements of Operations for the years ended June 3, 2000,
  May 29, 1999 and May 30, 1998.............................................F-4

Consolidated Statements of Stockholders' Equity for the years ended
  June 3, 2000, May 29, 1999 and May 30, 1998...............................F-5

Consolidated Statements of Cash Flows for the years ended June 3, 2000,
  May 29, 1999, and May 30, 1998............................................F-6

Notes to Consolidated Financial Statements..................................F-7


                                      F-1

<PAGE>

                        Report of Independent Auditors

The Board of Directors and Stockholders
Cal-Maine Foods, Inc.

We have  audited the  accompanying  consolidated  balance  sheets of Cal-Maine
Foods,  Inc. and  subsidiaries  as of June 3, 2000 and May 29,  1999,  and the
related consolidated  statements of operations,  stockholders' equity and cash
flows for each of the three years in the period ended June 3, 2000. Our audits
also included the  financial  statement  schedule  listed in the index at Item
14(a).  These financial  statements and schedule are the responsibility of the
Company's  management.  Our  responsibility  is to express an opinion on these
financial statements and schedule based on our audits.

We  conducted  our audits in  accordance  with  auditing  standards  generally
accepted  in the  United  States.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes  assessing the accounting  principles used
and  significant  estimates  made by  management,  as well as  evaluating  the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our  opinion,  the  consolidated  financial  statements  referred  to above
present fairly, in all material respects,  the consolidated financial position
of Cal-Maine  Foods,  Inc. and  subsidiaries at June 3, 2000 and May 29, 1999,
and the consolidated results of their operations and their cash flows for each
of the three  years in the  period  ended  June 3, 2000,  in  conformity  with
accounting  principles  generally accepted in the United States.  Also, in our
opinion, the related financial statement schedule, when considered in relation
to the basic  financial  statements  taken as a whole,  presents fairly in all
material respects the information set forth therein.


                                                       /s/   Ernst & Young LLP


Jackson, Mississippi
July 14, 2000


                                      F-2

                    Cal-Maine Foods, Inc. and Subsidiaries
<PAGE>

<TABLE>
<CAPTION>
                                                                               June 3         May 29
                                                                                2000           1999
                                                                            -------------------------
<S>                                                                         <C>            <C>
Assets
Current assets:
  Cash and cash equivalents                                                 $  6,541       $  36,198
  Receivables:
    Trade receivables, less allowance for doubtful
      accounts of $305 in 2000 and $52 in 1999                                13,075          11,667
    Note receivable from affiliate                                               271           2,500
    Other                                                                      1,224             450
                                                                            ---------      ----------
                                                                              14,570          14,617
  Recoverable federal and state income taxes                                   4,509               -
  Inventories                                                                 43,913          38,353
  Prepaid expenses and other current assets                                      797             771
                                                                            ---------      ----------
  Total current assets                                                        70,330          89,939
  Other assets:
    Notes receivable and investments                                           7,932           7,468
    Goodwill                                                                   3,390           4,260
    Other                                                                      2,110           2,104
                                                                            ---------      ----------
                                                                              13,432          13,832
Property, plant and equipment, less accumulated
  depreciation                                                               148,137         109,911
                                                                            ---------      ----------
  Total assets                                                              $231,899       $ 213,682
                                                                            =========       =========

Liabilities and stockholders' equity
Current liabilities:
  Note payable to bank                                                      $  7,500       $       -
  Trade accounts payable                                                      17,113          16,597
  Federal and state income taxes payable                                           -           1,484
  Accrued wages and benefits                                                   4,962           4,975
  Accrued expenses and other liabilities                                       3,878           3,970
  Current maturities of long-term debt                                         7,105           4,118
  Deferred income taxes                                                       11,287          10,294
                                                                            ---------      ----------
Total current liabilities                                                     51,845          41,438
Long-term debt, less current maturities                                      112,631          79,886
Other noncurrent liabilities                                                   1,489           1,489
Deferred income taxes                                                          4,581          10,285
                                                                            ---------      ----------
Total liabilities                                                            170,546         133,098
Stockholders' equity:
  Common stock, $.01 par value:
    Authorized shares - 30,000,000
    Issued and outstanding shares - 17,565,200                                   176             176
  Class A common stock, $.01 par value:
    Authorized shares - 1,200,000
    Issued and outstanding shares - 1,200,000                                     12              12
  Paid-in capital                                                             18,784          18,784
  Retained earnings                                                           53,535          71,525
  Common stock in treasury (6,550,912 shares in 2000 and 6,257,712
    shares in 1999)                                                          (11,154)         (9,913)
                                                                            ---------      ----------
Total stockholders' equity                                                    61,353          80,584
                                                                            ---------      ----------
Total liabilities and stockholders' equity                                 $ 231,899       $ 213,682
                                                                           ==========      ==========
</TABLE>

SEE ACCOMPANYING NOTES.


                                      F-3

<PAGE>

                    Cal-Maine Foods, Inc. and Subsidiaries

                     Consolidated Statements of Operations
                   (in thousands, except per share amounts)


<TABLE>
<CAPTION>
                                                         Fiscal Year Ended
                                             -----------------------------------------
                                               June 3         May 29         May 30
                                                2000           1999           1998
                                             -----------------------------------------
<S>                                          <C>            <C>             <C>
Net sales                                    $ 287,055      $ 287,954       $ 309,071
Cost of sales                                  268,937        242,022         264,636
                                             -----------    ----------      ----------
Gross profit                                    18,118         45,932          44,435
Selling, general and administrative             40,059         36,406          34,089
                                             -----------    ----------      ----------
Operating income (loss)                        (21,941)         9,526          10,346

Other income (expense):
   Interest expense                             (7,726)        (5,195)         (4,583)
   Interest income                                 748          2,202           1,371
   Equity in income of affiliates                  130            357             294
   Other, net                                    1,777          1,097             897
                                             -----------    ----------      ----------
                                                (5,071)        (1,539)         (2,021)
                                             -----------   -----------      ----------
Income (loss) before income taxes              (27,012)         7,987           8,325
Income tax expense (benefit)                    (9,633)         2,907           2,946
                                             -----------   -----------      ----------
Net income (loss)                            $ (17,379)    $    5,080       $   5,379
                                             ===========   ===========      ==========

Net income (loss) per share:
   Basic                                     $    (1.41)   $      .39    $        .41
                                             ===========   ===========      ==========
   Diluted                                   $    (1.41)     $    .39    $        .40
                                             ===========   ===========      ==========
Weighted average shares outstanding:
   Basic                                         12,362        12,999          13,191
                                             ===========   ===========      ==========
   Diluted                                       12,362        13,114          13,428
                                             ===========   ===========      ==========

</TABLE>

SEE ACCOMPANYING NOTES.


                                      F-4

<PAGE>

                    Cal-Maine Foods, Inc. and Subsidiaries

                Consolidated Statements of Stockholders' Equity
                   (in thousands, except per share amounts)


<TABLE>
<CAPTION>
                                                       Common Stock
                                   -----------------------------------------------------
                                                    Class A  Class A  Treasury  Treasury    Paid-in  Retained
                                    Shares  Amount  Shares   Amount    Shares    Amount     Capital  Earnings   Total
                                   ------------------------------------------------------------------------------------------------
<S>                                <C>      <C>     <C>       <C>      <C>      <C>         <C>      <C>        <C>
Balance at May 31, 1997            17,565   $176    1,200     $12      5,583    $ (6,234)   $18,785  $  61,903  $ 74,642
  Redemption of fractional shares
    of common stock                     -      -        -       -          -           -         (1)         -        (1)
  Purchases of common stock for         -      -        -       -         50        (311)         -          -      (311)
    treasury
  Sale of common stock from
    treasury                            -      -        -       -        (25)         89          -          -        89
  Cash dividends paid ($.020 per
    common share)                       -      -        -       -          -           -          -       (251)     (251)
  Net income for fiscal 1998            -      -        -       -          -           -          -      5,379     5,379
                                   ------------------------------------------------------------------------------------------------
Balance at May 30, 1998            17,565    176    1,200      12      5,608      (6,456)    18,784     67,031    79,547
  Purchases of common stock
    for treasury                        -      -        -       -        650      (3,457)         -          -    (3,457)
  Cash dividends paid ($.045 per        -      -        -       -          -           -          -       (586)     (586)
    common share)
  Net income for fiscal 1999            -      -        -                  -           -          -      5,080     5,080
                                   ------------------------------------------------------------------------------------------------
Balance at May 29, 1999            17,565    176    1,200      12      6,258      (9,913)    18,784     71,525    80,584
  Purchases of common stock
    for treasury                        -      -        -       -        293      (1,241)                         (1,241)
  Cash dividends paid ($.048 per
    common share)                                                                                        (611)      (611)
  Net loss for fiscal 2000                                                                             (17,379)  (17,379)
                                   ------------------------------------------------------------------------------------------------
Balance at June 3, 2000            17,565   $176    1,200     $12      6,551    $(11,154)   $18,784   $ 53,535  $ 61,353
                                   ================================================================================================

</TABLE>

SEE ACCOMPANYING NOTES.


                                      F-5

<PAGE>


                    Cal-Maine Foods, Inc. and Subsidiaries
                     Consolidated Statements of Cash Flows
                                (in thousands)

<TABLE>
<CAPTION>
                                                                                  Fiscal year ended
                                                                       -------------------------------------
                                                                         June 3        May 29        May 30
                                                                          2000          1999          1998
                                                                       -------------------------------------
<S>                                                                    <C>           <C>           <C>
Cash flows from operating activities
Net income (loss)                                                      $(17,379)     $  5,080      $  5,379
Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
  Depreciation and amortization                                          15,806        12,199        12,017
  Provision for doubtful accounts                                           430            51           361
  Deferred income taxes                                                  (4,711)          (92)          805
  Equity in income of affiliates                                           (130)         (357)         (294)
  Gain on disposal of property, plant and equipment                      (1,537)         (355)          (27)
Change in operating assets and  liabilities,  net of effects
  from purchases of shell egg production and processing businesses:
    Receivables and other assets                                         (3,821)        1,891          (321)
    Inventories                                                           1,420         5,967         3,675
    Accounts payable, accrued expenses and deferred expenses             (1,144)         (317)        3,312
                                                                       -------------------------------------
Net cash provided by (used in) operating activities                     (11,066)       24,067        24,907

Cash flows from investing activities
Purchases of property, plant and equipment                              (27,922)      (15,911)      (14,831)
Purchases of shell egg production and processing businesses             (35,578)      (12,161)       (3,745)
Payments received on notes receivable and from investments                2,995           798           297
Increase in notes  receivable and investments                            (1,134)       (4,603)         (725)
Net proceeds from disposal of property, plant and equipment               1,668         5,122           898
                                                                       -------------------------------------
Net cash used in investing activities                                   (59,971)      (26,755)      (18,106)

Cash flows from financing activities
Net borrowings on note payable to bank                                    7,500              -             -
Long-term borrowings                                                     40,295        13,135        35,800
Principal payments on long-term debt and capital leases                  (4,563)      (11,332)      (24,738)
Purchases of common stock for treasury                                   (1,241)       (3,457)         (311)
Sales of common stock from treasury                                           -              -           89
Payments of dividends                                                      (611)         (586)         (251)
Redemption of fractional shares of common stock                               -              -           (1)
                                                                       -------------------------------------
Net cash provided by (used in) financing activities                      41,380        (2,240)       10,588
                                                                       -------------------------------------
Increase (decrease) in cash and cash equivalents                        (29,657)       (4,928)       17,389
Cash and cash equivalents at beginning of year                           36,198        41,126         23,737
                                                                       -------------------------------------
Cash and cash equivalents at end of year                               $  6,541      $ 36,198      $ 41,126
                                                                       =====================================

</TABLE>

SEE ACCOMPANYING NOTES.


                                      F-6

<PAGE>

                    Cal-Maine Foods, Inc. and Subsidiaries

                  Notes to Consolidated Financial Statements
              ( in thousands, except share and per share amounts)
                                 June 3, 2000


1.    Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Cal-Maine Foods,
Inc. and its subsidiaries (the "Company") all of which are  wholly-owned.  All
significant  intercompany  transactions  and accounts have been  eliminated in
consolidation.

Business

The Company is engaged in the production, processing and distribution of shell
eggs and livestock  operations.  The Company's  operations  are  significantly
affected by the market price fluctuation of its principal products sold, shell
eggs, and the costs of its principal feed ingredients, corn and other grains.

Primarily  all of the  Company's  sales  are to  wholesale  egg  buyers in the
southeastern, southwestern, mid-western and mid-Atlantic regions of the United
States.  Credit  is  extended  based  upon an  evaluation  of each  customer's
financial  condition  and  credit  history  and  generally  collateral  is not
required.   Credit   losses  have   consistently   been  within   management's
expectations.  One customer  accounted for 10.5% of the Company's net sales in
fiscal  2000  and no  single  customer  accounted  for  more  than  10% of the
Company's net sales in fiscal 1999 or 1998.

Use of Estimates

The preparation of the  consolidated  financial  statements in conformity with
general accepted  accounting  principles requires management to make estimates
and assumptions that affect the amount reported in the consolidated  financial
statements  and  accompanying  notes.  Actual  results could differ from those
estimates.

Cash Equivalents

The Company  considers all highly liquid  investments with a maturity of three
months or less when purchased to be cash equivalents.

Inventories

Inventories of eggs,  feed,  supplies and livestock are valued  principally at
the lower of cost (first-in, first-out method) or market.

The cost associated with flocks,  consisting  principally of chick  purchases,
feed, labor,  contractor payments and overhead costs, are accumulated during a
growing period of approximately  18 weeks.  Flock costs are amortized over the
productive lives of the flocks, generally one to two years.


                                      F-7

<PAGE>

Property, Plant and Equipment

Property,  plant and equipment is stated at cost.  Depreciation is provided by
the  straight-line  method over the estimated useful lives,  which is 15 to 25
years for  buildings  and  improvements  and 3 to 12 years for  machinery  and
equipment.

Impairment of Long-Lived Assets

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 through a charge to operations.

Intangible Assets

Included in other assets are loan  acquisition  costs which are amortized over
the life of the related loan and franchise  fees which are amortized  over ten
years.

Revenue Recognition

Revenue is recognized when product is shipped to customers.

Income Taxes

Income taxes have been provided using the liability  method.  Deferred  income
taxes  reflect  the net tax  effects  of  temporary  differences  between  the
carrying  amounts of assets and liabilities for financial  reporting  purposes
and the amounts used for income tax purposes.

Stock Based Compensation

The Company  accounts for stock option grants in  accordance  with APB Opinion
No. 25, "Accounting for Stock Issued to Employees".

Net Income (Loss) per Common Share

Basic net income  (loss)  per share is based on the  weighted  average  common
shares outstanding.  Diluted net income (loss) per share includes any dilutive
effects of options and warrants.

Impact of Recently Issued Accounting Standards

In June 1998, the FASB issued Statement of Financial  Accounting Standards No.
133, "Accounting for Derivative  Instruments and Hedging Activities" (SFAS No.
133).  The  provisions  of SFAS No. 133 and  related  amendments  require  all
derivatives  to be recorded on the balance  sheet at fair value.  SFAS No. 133
establishes "special accounting" for derivatives that are hedges.  Derivatives
that are not hedges must be adjusted to fair value through income.  Management
has not  determined  the  effect  of the  adoption  of this  statement  on the
earnings and financial  position of the Company when it becomes  effective for
fiscal 2002.


                                      F-8

<PAGE>

Fiscal Year

The Company's fiscal year-end is on the Saturday nearest May 31 which was June
3, 2000 (53 weeks),  May 29, 1999 (52 weeks) and May 30, 1998 (52 weeks),  for
the most recent three fiscal years.

2.    Acquisitions

In September 1999, the Company  purchased  substantially all of the assets and
assumed certain liabilities of Smith Farms, Inc. and certain related companies
("Smith  Farms") for cash of $36,205.  The assets  purchased were Smith Farms'
egg production and processing  businesses in Texas and Arkansas,  and included
approximately 3.9 million laying hens and growing pullets.  The purchase price
was  allocated  to the assets  acquired  and  consisted  primarily of accounts
receivable, inventories and property, plant and equipment.

In May 1999, The Company  purchased all of the issued and  outstanding  common
stock of a shell egg production and  processing  business for $12,161,  net of
cash  acquired.  The  purchase  price was reduced by $627 in fiscal 2000 based
upon the final tax accounting of the company  acquired for the period prior to
the acquisition. The purchase price was allocated based upon the fair value of
the assets acquired and liabilities  assumed  resulting in goodwill of $3,633,
which is being amortized on the straight-line method over 15 years.

In November 1997, the Company  purchased  certain  operating assets of a shell
egg production and processing business for $3,745.

Unaudited  pro forma  results of  operations  of the  Company,  including  the
companies  acquired  in fiscal  1999 and 2000,  for the  periods  prior to its
acquisition by the Company were as follows:
<TABLE>
<CAPTION>
                                                       FISCAL YEAR ENDED
                                                  JUNE 3              MAY 29
                                                   2000                1999
<S>                                              <C>                 <C>
Net sales                                        $298,392            $362,507
Net income (loss)                                 (18,644)              5,334
Net income (loss) per basic share                   (1.51)                .41
Net income (loss) per diluted share                 (1.51)                .41

</TABLE>

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

These  acquisitions  were accounted for by the purchase  method of accounting.
The  operating  results  of these  businesses  acquired  are  included  in the
consolidated   statements  of  operations  of  the  Company  for  the  periods
subsequent to the acquisition dates.

3.    Investment in Affiliates

The Company owns 50% of Cumberland Mills JV, Specialty Eggs LLC and Delta Eggs
LLC and 41.5% of American  Egg  Products,  Inc.  at June 3, 2000.  The Company
owned 50% of BCM Egg Company ("BCM") a partnership, through May 2000, at which
time the Company  acquired the other 50% partnership  interest.  Investment in
affiliates, recorded using the equity method of accounting, totaled $5,449 and
$4,109 at June 3, 2000 and May 29, 1999,  respectively.  Equity in earnings of
$130,   $357  and  $284,  from  these  entities  have  been  included  in  the
consolidated  statements  of  operations  for  fiscal  2000,  1999  and  1998,
respectively. The Company purchased $2,589, $4,863 and $5,189 of eggs from BCM
during each of those fiscal years, which represented a significant  percentage
of BCM's sales.  Note  receivable  from  affiliate at June 3, 2000 and May 29,
1999 consisted of a $271 and $2,500, respectively, demand note receivable from
Delta Eggs LLC accruing interest at prime minus 1.00%.


                                      F-9

<PAGE>


4.    Inventories

Inventories consisted of the following:
<TABLE>
<CAPTION>
                                                  JUNE 3             MAY 29
                                                   2000               1999
<S>                                              <C>                 <C>
         Flocks                                  $  28,417           $  24,662
         Eggs                                        2,417               2,471
         Feed and supplies                          10,028               7,847
         Livestock                                   3,051               3,373
                                                 ------------------------------
                                                 $  43,913           $  38,353
                                                 ==============================
</TABLE>

5.    Property, Plant and Equipment

Property, plant and equipment consisted of the following:
<TABLE>
<CAPTION>
                                                  JUNE 3             MAY 29
                                                   2000               1999
<S>                                              <C>                 <C>
         Land and improvements                   $  31,074           $  23,635
         Buildings and improvements                 81,989              65,985
         Machinery and equipment                   114,408              85,320
         Construction-in-progress                    9,627               9,414
                                                 ------------------------------
                                                   237,098             184,354
         Less accumulated depreciation              88,961              74,443
                                                 ------------------------------
                                                 $ 148,137           $ 109,911
                                                 ==============================

</TABLE>

Depreciation expense was $15,349, $11,958 and $11,595 in fiscal 2000, 1999 and
1998, respectively.

6.    Leases

Future  minimum  payments  under  non-cancelable  operating  leases  that have
initial  or  remaining  non-cancelable  terms in excess of one year at June 3,
2000 are as follows:
<TABLE>
<S>                                         <C>
         2001                               $    6,102
         2002                                    5,348
         2003                                    4,231
         2004                                    3,995
         2005                                    3,697
         Thereafter                              4,308
                                                 -----
         Total minimum lease payments       $   27,681
                                            ==========

</TABLE>

                                     F-10

<PAGE>


Substantially   all  of  the  leases  provide  that  the  Company  pay  taxes,
maintenance,  insurance and certain other operating expenses applicable to the
leased assets.  The Company has guaranteed under certain  operating leases the
residual  value of  transportation  equipment at the expiration of the leases.
Rent  expense was  $7,044,  $3,824 and $3,979 in fiscal  2000,  1999 and 1998,
respectively.  Included in rent  expense are vehicle  rents  totaling  $2,729,
$1,777 and $1,876 in fiscal 2000, 1999 and 1998, respectively.

7.    Credit Facilities and Long-Term Debt

Long-term  debt  consisted  of  the  following:

<TABLE>
<CAPTION>
                                                                         June 3               May 29
                                                                          2000                 1999
<S>                                                                     <C>                  <C>
Note payable at 6.7%; due in monthly installments
  of $100, plus interest, maturing in 2009                              $  16,800            $18,000
Note payable at a variable rate (8.36% at June 3, 2000;
  due in quarterly installments of $350, plus interest,
  maturing in 2007                                                         13,650                  -
Note payable at 8.26%; due in monthly installments of
  $155 beginning in 2004, including interest, maturing
  in 2015                                                                  16,000                  -
Series A Senior Secured Notes at 6.87%; due in annual
  principal installments of $1,917 beginning on
  December 2002 through 2009 with interest due
  semi-annually                                                            11,500             11,500
Series B Senior Secured Notes at 7.18%; due in annual
  principal installments of $2,143 beginning in
  December 2003 through 2009 with interest due
  semi-annually                                                            15,000             15,000
Industrial revenue bonds at 7.21%; due in monthly
  installments of $120, including interest,
  maturing in 2011                                                         12,656             13,191
Note payable at 7.64%; due in monthly installments of
  $114, including interest, maturing in 2004                                8,578              9,269
Note payable at 7.75%; due in monthly installments of
  $55, plus interest, maturing in 2004                                      6,070              6,675
Note payable at 8.25%; due in monthly installments of
  $79, including interest, maturing in 2004                                 3,086              3,747
Note payable at 7.64%; due in monthly installments of
  $75 beginning in July 2001, plus interest,
  maturing in 2009                                                          8,550              2,850
Note payable at 7%; due in quarterly installments of
  $107, plus interest, maturing in 2009                                     6,000              1,405
Other                                                                       1,846              2,367
                                                                        ----------------------------
                                                                          119,736             84,004
Less current maturities                                                     7,105              4,118
                                                                        ----------------------------
                                                                        $ 112,631            $79,886
                                                                        ============================

</TABLE>


                                     F-11

<PAGE>

The aggregate  annual fiscal year maturities of long-term debt at June 3, 2000
are as follows:

<TABLE>
<S>      <C>                                      <C>
         2001                                     $    7,105
         2002                                          7,354
         2003                                          9,396
         2004                                         20,443
         2005                                          9,797
         Thereafter                                   65,641
                                                  ----------
                                                  $119,736
                                                  ==========

</TABLE>

The Company has a $35,000  line of credit with three banks of which $7,500 was
outstanding  at June 3, 2000.  The line of credit is  limited in  availability
based upon the levels of accounts receivable and inventories.  The Company had
$22,500  available  to  borrow  under  the  line of  credit  at June 3,  2000.
Borrowings  under the line of credit  bear  interest at 1.5% above the federal
funds rate or 1.5% above LIBOR, at the Company's  option (8% at June 3, 2000).
Facilities fees of 0.25% per annum are payable quarterly on the unused portion
of the line.

Substantially all trade receivables and inventories  collateralize the line of
credit and property, plant and equipment collateralize the long-term debt. The
Company is required, by certain provisions of the loan agreements, to maintain
minimum levels of working capital and net worth; to limit  dividends,  capital
expenditures  and additional  long-term  borrowings;  and to maintain  various
current and debt-to-equity ratios.  Additionally,  the chief executive officer
of the Company, or his family, must maintain ownership of not less than 50% of
the outstanding  voting stock of the Company.  At June 3, 2000 the Company did
not  meet  certain  financial  covenant  requirements  of its  line of  credit
agreement and substantially all of its long-term debt agreements.  The Company
has  obtained   amendments  to  the  loan   agreements  or  waivers  of  these
requirements through June 3, 2001.

Interest of $8,770,  $6,061 and $4,402 was paid during  fiscal 2000,  1999 and
1998,  respectively.  Interest  of $372,  $450 and  $615 was  capitalized  for
construction  of  certain  facilities  during  fiscal  2000,  1999  and  1998,
respectively.

8.    Employee Benefit Plans

The Company maintains a medical plan that is qualified under Section 401(a) of
the  Internal  Revenue  Code and not subject to tax under  present  income tax
laws.  Under  its  plan,  the  Company  self-insures,  in part,  coverage  for
substantially all full-time  employees with coverage by insurance carriers for
certain stop-loss  provisions for losses greater than $60 for each occurrence.
The  Company's  expenses,  including  accruals  for  incurred but not reported
claims, were approximately $2,610, $3,702 and $2,579 in fiscal 2000, 1999, and
1998, respectively.

The  Company  has a 401(k)  plan which  covers  substantially  all  employees.
Participants  in the Plan may contribute up to the maximum allowed by Internal
Revenue Service  regulations.  The Company does not make  contributions to the
401(k)plan.

The  Company  has  an  employee  stock   ownership  plan  (ESOP)  that  covers
substantially all employees.  The Company has historically made  contributions
to the ESOP of 3% of  participants'  compensation,  plus an additional  amount
determined at the discretion of the Board of Directors.  Contributions  may be
made in  cash or the  Company's  common  stock.  The  contributions  vest  20%
annually beginning with the participant's third year of service. The Company's
contributions to the plan were $932,  $1,335 and $970 in fiscal 2000, 1999 and
1998, respectively.


                                     F-12

<PAGE>


The Company has deferred  compensation  agreements  with certain  officers for
payments to be made over specified  periods  beginning when the officers reach
age 65 or over as  specified  in the  agreements.  Amounts  accrued  for these
agreements are based upon deferred  compensation  earned,  discounted over the
estimated  remaining  service  life of  each  officer.  Deferred  compensation
expense totaled $50 in fiscal 2000, 1999 and 1998.

9.    Stock Option Plans

The Company has  elected to follow APB No. 25 and related  Interpretations  in
accounting for its employee stock options  because,  as discussed  below,  the
alternative fair value  accounting  provided for under FASB Statement No. 123,
Accounting  for  Stock-Based  Compensation,  requires use of option  valuation
models that were not developed for use in valuing employee stock options.

Pro  forma  information  regarding  net  income  and net  income  per share is
required by FASB Statement No. 123, and has been  determined as if the Company
had  accounted  for its employee  stock options under the fair value method of
that Statement.  The fair value for these options was estimated at the date of
grant  using  a   Black-Scholes   option  pricing  model  with  the  following
weighted-average  assumptions for fiscal 2000:  risk-free interest rate of 7%;
dividend yield of 1%;  volatility  factor of the expected  market price of the
Company's  common stock of .289, and a  weighted-average  expected life of the
options of 5 years.

The  weighted-average  fair value of options  granted  during  fiscal 1999 was
$1.05. No options were granted in fiscal 1999 or 1998. The pro forma effect of
the  estimated  fair  value  of  the  options   granted  in  fiscal  2000  was
insignificant  to the consolidated net income (loss) and net income (loss) per
share of the Company.

A summary of the Company's stock option activity and related information is as
follows:

<TABLE>
<CAPTION>
                                                                         Weighted-Average
                                                            Shares        Exercise Price
                                                            ------       ----------------
<S>                                                        <C>              <C>
Outstanding at June 1, 1997                                  528,000        $3.46
  Exercised                                                 (23,000)         3.42
                                                           ---------
Outstanding at May 30, 1998                                 505,000          3.47
  Terminated                                               (471,000)         3.42
                                                           ---------
Outstanding at May 29, 1999                                  34,000          4.06
  Granted                                                   500,000          3.00
  Terminated                                                (10,000)         3.42
  Forfeited                                                 (10,000)         3.00
                                                           ---------
Outstanding at June 3, 2000                                 514,000          3.06
                                                           =========
</TABLE>

The Company has reserved  800,000 shares under its 1993 Stock Option Plan. The
options have ten-year  terms and vest  annually over five years  beginning one
year from the grant date.  At June 3, 2000 and May 29, 1999,  272,000  shares,
respectively, were available for grant under the 1993 plan.

The Company has reserved  500,000 shares under its 1999 Stock Option Plan, all
of which were granted to officers and key employees in fiscal 2000. Each stock
option  granted under the 1999 Stock Option Plan was  accompanied by the grant
of a Tandem  Stock  Appreciation  Right  ("TSAR").  The options and TSARs have
ten-year  terms and vest annually over five years  beginning one year from the
grant date.  Upon exercise of a TSAR, the related option is terminated and the
holder will receive a cash payment from the Company equal to the excess of the
fair market value of the Company's common stock and the option exercise price.
Compensation  expense of $95  applicable to the TSARs was recognized in fiscal
2000.


                                     F-13

<PAGE>

During  fiscal  1999,  the Company and certain  employees  agreed to terminate
stock  options to purchase an  aggregate  of 471,000  shares of the  Company's
common stock. In connection  with the termination of the options,  the Company
paid $870 to those employees,  which is recognized as compensation  expense in
fiscal 1999, based upon the difference between the fair value of the Company's
common stock and the exercise price of the option.

The weighted average remaining contractual life of the options outstanding was
9 years at June 3, 2000. At June 3, 2000, 14,400 options, were exercisable.

10.   Income Taxes

Income tax expense (benefit) consisted of the following:

<TABLE>
<CAPTION>
                                        Fiscal year ended
                              June 3          May 29          May 30
                               2000            1999            1998
<S>                           <C>             <C>             <C>
      Current:
        Federal               $(4,599)        $  2,749        $  1,967
        State                    (323)             250             174
                               ---------------------------------------
                               (4,922)           2,999           2,141

      Deferred:
        Federal                (4,478)             (80)            696
        State                    (233)             (12)            109
                               ----------------------------------------
                               (4,711)             (92)            805
                               ----------------------------------------
                              $(9,633)        $  2,907        $  2,946
                              =========================================

</TABLE>

Significant  components  of the  Company's  deferred tax  liabilities  were as
follows:

<TABLE>
<CAPTION>
                                                        June 3          May 29
                                                         2000            1999
<S>                                                    <C>             <C>
         Deferred tax liabilities:
           Property, plant and equipment               $  8,940        $  7,450
           Cash basis temporary differences               2,875           3,030
           Inventories                                   11,464          10,057
           Other                                          1,009             301
                                                       ------------------------
         Total deferred tax liabilities                  24,288          20,838

         Deferred tax assets:
           Federal and state net operating
            loss carryforwards                            7,797               -
            Other                                           623             259
                                                       ------------------------
         Total deferred tax assets                        8,420             259
                                                       ------------------------
         Net deferred tax liabilities                  $ 15,868         $20,579
                                                       ========================

</TABLE>


                                     F-14

<PAGE>

Effective May 29, 1988, the Company could no longer use cash basis  accounting
for its farming subsidiary because of tax law changes. The Taxpayer Relief Act
of 1997 provides that taxes on the cash basis temporary differences as of that
date are generally  payable over 20 years  beginning in fiscal 1999 or in full
in the first fiscal year in which there is a change in ownership control.  The
Company  uses the  farm-price  method for valuing  inventories  for income tax
purposes.

The  differences  between  income  tax  expense  (benefit)  at  the  Company's
effective  income tax rate and income tax expense  (benefit) at the  statutory
federal income tax rate were as follows:

<TABLE>
<CAPTION>
                                                       Fiscal year ended
                                             -------------------------------------
                                             June 3          May 29         May 30
                                              2000            1999            1998
                                             -------------------------------------
<S>                                          <C>             <C>             <C>
Statutory federal income tax                 $(9,184)        $2,715          $2,830
       State income taxes (benefit), net        (367)           156             187
       Other, net (benefit)                      (82)            36             (71)
                                             ---------------------------------------
                                             $(9,633)        $2,907          $2,946
                                             =======================================

</TABLE>

Federal  and state  income  taxes of $1,342,  $1,524  and $7,989  were paid in
fiscal 2000,  1999 and 1998,  respectively.  Federal and state income taxes of
$271,   $237  and  $1,090  were  refunded  in  fiscal  2000,  1999  and  1998,
respectively.  The Company had net operating loss  carryforwards of $21,600 at
June 3, 2000 which expire in fiscal 2020.

11.   Other Matters

The  carrying  amounts  in the  consolidated  balance  sheet for cash and cash
equivalents,  accounts receivable, notes receivable,  investments and accounts
payable approximate their fair value. The fair values for notes receivable and
long-term debt are estimated using discounted cash flow analysis, based on the
Company's current incremental  borrowing rates for similar  arrangements.  The
aggregate  fair value of the long-term  debt at June 3, 2000 was $114,750,  as
compared to its carrying value of $119,736.

The Company's interest expense is sensitive to changes in the general level of
U.S.  interest rates. The Company  maintains certain of its debt as fixed rate
in nature to mitigate the impact of fluctuations in interest rates.  Under its
current   policies,   the  Company  does  not  use  interest  rate  derivative
instruments  to manage its exposure to interest  rate  changes.  A one percent
(1%) adverse move (decrease) in interest rates would adversely  affect the net
fair value of the Company's  debt by $5.0 million at June 3, 2000. The Company
is a party to no other market risk sensitive instruments requiring disclosure.

The Company issued  warrants in fiscal 1997 to purchase  220,000 shares of its
common  stock  to  the  underwriter  of the  initial  public  offering  of the
Company's  common  stock.  The  warrants  are  exercisable  at $8.40 per share
through December 2001.

The Company is the  defendant in certain legal  actions.  It is the opinion of
management,  based on  advice  of legal  counsel,  that the  outcome  of these
actions will not have a material adverse effect on the Company's  consolidated
financial position or operations.


                                     F-15

<PAGE>

                          SCHEDULE II - VALUATION AND
                              QUALIFYING ACCOUNTS
                           Years ended June 3, 2000,
                         May 29, 1999 and May 30, 1998
                                (in thousands)
<TABLE>
<CAPTION>
                                       Balance at    Charged to    Write-off    Balance at
                                      Beginning of    Cost and        of          End of
         Description                    Period        Expense      Accounts       Period
 -----------------------------------------------------------------------------------------
<S>                                      <C>           <C>           <C>           <C>
Year ended June 3, 2000:
Allowance for doubtful accounts          $ 52          $430          $177          $305
                                         ====          ====          ====          ====
Year ended May 29, 1999:
Allowance for doubtful accounts          $361          $ 51          $360          $ 52
                                         ====          ====          ====          ====
Year ended May 30, 1998:
Allowance for doubtful accounts          $ 62          $361          $ 62          $361
                                         ====          ====          ====          ====
</TABLE>

                                      S-1

<PAGE>
                      CAL-MAINE FOODS, INC.
                         Form 10-K for the fiscal year
                              Ended June 3, 2000

                                 EXHIBIT INDEX

Exhibit
Number                                    Exhibit

21                         Subsidiaries of Cal-Maine Foods, Inc.
23                         Consent of Independent Auditors
27                         Financial Data Schedule.