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 2, 2001

|_|   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 July 31, 2001, 10,672,588 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 $9,090,800, 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 2001 Annual
Meeting of Shareholders to be held on October 11, 2001, to be filed with the
Securities and Exchange Commission on or about September 11, 2001.
<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

                                    Part 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.........  16
 8.     Financial Statements and Supplementary Data........................  16
 9.     Changes in and  Disagreements with Accountants on Accounting
          and Financial Disclosure.........................................  16

                                   Part III

10.      Directors and Executive Officers of the Registrant................  17
11.      Executive Compensation............................................  17
12.      Security Ownership of Certain Beneficial Owners and Management....  17
13.      Certain Relationships and Related Transactions....................  17

                                     Part IV

14.      Exhibits, Financial Statement Schedules and Reports on Form 8-K...  17


                                       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 2001 and 2000. The
Company is the largest producer and distributor of fresh shell eggs in the
United States and during fiscal 2001, had sales of approximately 545 million
dozen shell eggs. This volume represents approximately 13% of all shell eggs
sold in the United States. The Company markets the majority of its eggs in 26
states, primarily in the southwestern, southeastern, mid-western and
mid-Atlantic regions of the United States.

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

         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 six new "in-line" shell egg
production and processing facilities and one pullet growing facility, adding 6.5
million layers and 1.5 million growing pullets to its capacity. Each of the new
shell egg production facilities generally provides for the processing of
approximately 400 cases of shell eggs per hour. These increases in capacity have
been accompanied by the retirement of older and less efficient facilities and a
reduction in eggs produced by contract producers. The 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 20.6 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 449 million for each of the past five fiscal
years. Net sales amounted to $358.4 million in fiscal 2001, more than five 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>

<TABLE>
                  Acquisitions of Egg Production and Processing Facilities
<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             Georgia                            3,745,000
                    Egg                                                    900,000
     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
                                                                        =============     ===============

(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
</TABLE>

<TABLE>
            Construction of Egg Production, Pullet Growing and Processing Facilities (1)
<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
       2001       Texas                        1,300,000          300,000           19,000,000
                                          --------------     ------------      ----------------
                          Total                6,550,000        1,500,000          $ 87,200,000
                                          ==============     ============      ================

(1)   Does not include construction in Guthrie, Kentucky, commenced in fiscal
      2001, and to be completed in fiscal 2003 at an estimated cost of $18.0
      million, adding approximately 1,500,000 layer capacity.
</TABLE>

         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 13% of domestic shell egg sales notwithstanding that it is
the largest producer and distributor of shell eggs in the United States based on
independently prepared industry statistics. The Company believes that regulatory
approval of any future acquisitions either will not be required, or, if
required, that such approvals will be obtained.

         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 84%
of its total fiscal 2001 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 97% of the feed for
Company flocks is manufactured at feed mills owned and operated by the Company.
Poultry feed is formulated using a computer model to determine the least-cost
ration to meet the nutritional needs of the flocks. Although most feed
ingredients are purchased on an as-needed basis, from time-to-time, when deemed
advantageous, the Company purchases ingredients in advance with a delayed
delivery of several weeks.

         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 58%. 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 545 million dozen shell eggs sold by the Company in
the fiscal year ended June 2, 2001, 419 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 2001, one
customer, a major Texas grocery retailer, accounted for 13.2% of net sales, and
the top 10 customers accounted for 55% 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 generally losses, in its fourth and first fiscal
quarters ending in May and August, respectively.

         According to U.S. Department of Agriculture reports, the annual per
capita consumption of shell eggs in the United States since 1990 has ranged from
235 to 258, averaging 242, with the peak consumption of 258 occurring in 2000.
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.

         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 4.4% of the Company's net sales in fiscal 2001. "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.4% 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 2001.

         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 2000, 63 producers with one million
or more layers owned 79% of the 273 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 2, 2001, the Company had a total of approximately
1,750 employees of whom 1,580 worked in egg production, processing and
marketing, 100 were engaged in feed mill operations, 30 in dairy activities, and
40 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 304 over-the-road tractors and 370 trailers, of
which 173 and 219 are owned, respectively, and the balance are leased.

         At June 2, 2001, the Company owned approximately 16,000 acres of land
and owned facilities to:

              Operation                   Capacity

              Hatch                     16,000,000  - pullet chicks per year
              Grow (1)                  11,000,000  - pullets per year
              House (2)                 19,000,000  - hens
              Produce                          600  - tons of feed per hour
              Process (3)                    7,000  - cases of eggs per hour

(1)   The Company uses contract growers for the production of an additional 1.3
      million pullets.

(2)   The Company controls approximately 21 million layers, of which 3.8 million
      are cared for by contract producers.

(3)   One case equals 30 dozen eggs.

                                       7
<PAGE>
         Over the past five fiscal years, Cal-Maine's capital expenditures have
totaled approximately $135.5 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 2,
2001.





                                       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 2, 2001, there were approximately 251 record
holders of the Company's Common Stock and approximately 800 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 2001 and fiscal 2000.

                                                               Cash Dividend
                                            Sales Price           Declared

    Year Ended     Fiscal Quarter        High          Low

    June 2, 2001   First Quarter      $   4.375     $   3.250     $  .0125
                   Second Quarter         4.313         3.125        .0125
                   Third Quarter          6.625         4.00         .0125
                   Fourth Quarter         5.38          4.406        .0125

    June 3, 2000   First Quarter      $   5.50      $   4.375     $  .0125
                   Second Quarter         4.875         3.344        .0125
                   Third Quarter          4.375         2.50         .0125
                   Fourth Quarter         4.094         3.250        .0125


         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
<TABLE>
<CAPTION>
                                                              Fiscal Years Ended
                                          June 2,      June 3,         May 29,        May 30,       May 31,
                                           2001         2000            1999           1998           1997
                                           ----         ----            ----           ----           ----
                                                    (Amounts in thousands, except per share data)
Statement of Operations Data:
<S>                                     <C>            <C>            <C>            <C>            <C>
Net sales                               $ 358,412      $ 287,055      $ 287,954      $ 309,071      $ 292,526
Cost of sales                             299,417        268,937        242,022        264,636        236,273
                                        ---------      ---------      ---------      ---------      ---------
Gross profit                               58,995         18,118         45,932         44,435         56,253
Selling, general and administrative        42,337         40,059         36,406         34,089         28,930
                                        ---------      ---------      ---------      ---------      ---------
   Operating income (loss)                 16,658        (21,941)         9,526         10,346         27,323
Other income (expense):
   Interest expense                        (8,736)        (7,726)        (5,195)        (4,583)        (4,277)
   Equity in income of affiliates             415            130            326            294            524
   Other                                    2,378          2,525          3,330          2,268            783
                                        ---------      ---------      ---------      ---------      ---------
                                           (5,943)        (5,071)        (1,539)        (2,021)        (2,970)
                                        ---------      ---------      ---------      ---------      ---------
Income (loss) before income taxes          10,715        (27,012)         7,987          8,325         24,353
Income tax expense (benefit)               (3,891)        (9,633)         2,907          2,946          9,508
                                        ---------      ---------      ---------      ---------      ---------
Net income (loss)                       $   6,824      $ (17,379)     $   5,080      $   5,379      $  14,845
                                        =========      =========      =========      =========      =========

Net income (loss) per common share:
   Basic                                $     .57      $   (1.41)     $    0.39      $    0.41      $    1.21
                                        =========      =========      =========      =========      =========

   Diluted                              $     .56      $   (1.41)     $    0.39      $    0.40      $    1.18
                                        =========      =========      =========      =========      =========

Cash dividends declared per share       $   0.050      $  0 .048      $   0.045      $   0.020      $     .00
                                        =========      =========      =========      =========      =========
Weighted average shares
 outstanding:
   Basic                                   12,051         12,362         12,999         13,191         12,285
                                        =========      =========      =========      =========      =========
   Diluted                                 12,120         12,362         13,114         13,428         12,560
                                        =========      =========      =========      =========      =========

Balance Sheet Data:
Working capital                         $  28,386      $  18,485      $  48,501      $  56,591      $  45,390
Total assets                              234,752        231,899        213,682        203,188        182,294
Total debt (including current
  portion)                                118,340        119,736         84,004         75,498         64,436
Total stockholders' equity                 66,196         61,353         80,584         79,547         74,642

</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 2, 2001 (52 weeks), June 3, 2000 (53
weeks) and May 29, 1999 (52 weeks) for the most recent three fiscal years.


                                       10
<PAGE>

         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 2001 and 2000. The Company
primarily markets its shell eggs in the southwestern, southeastern, mid-western
and mid-Atlantic regions of the United States. Shell eggs are sold directly by
the Company primarily to national and regional supermarket chains.

         The Company currently uses contract producers for approximately 16% 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 58% 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>
                                                          Percentage of Net Sales
                                                             Fiscal Years Ended
<CAPTION>
                                          June 2, 2001       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                                 83.5               93.7                84.0              85.6
                                              ----               ----               ----               ----
Gross profit                                  16.5                6.3                16.0              14.4
Selling, general & administrative
 expenses                                     11.8               14.0                12.6              11.0
                                              ----               ----                ----              ----
Operating income  (loss)                       4.7               (7.7)                3.4               3.4
                                                                                                        ---
Other income (expense)                        (1.7)              (1.7)               (0.6)             (0.7)
                                             -----              -----                ----               ----
Income (loss)  before taxes                    3.0               (9.4)                2.8               2.7
                                                                                                        ---
Income tax expense (benefit)                   1.1               (3.3)                1.0               1.0
                                               ---               -----                ---               ---
Net income  (loss)                             1.9%              (6.1)%               1.8%              1.7%
                                               ====              ======               ====              ====

</TABLE>





                                       11
<PAGE>
Fiscal Year Ended June 2, 2001 Compared to Fiscal Year Ended June 3, 2000

         Net Sales. Net sales for the fiscal year ended June 2, 2001 were $358.4
million, an increase of $71.3 million, or 24.9%, from net sales of $287.1
million for the preceeding fiscal year. The increase resulted from increases in
dozens sold and selling prices of shell eggs. In fiscal 2001, total dozens of
shell eggs sold were 545.1 million, an increase of 18.9 million dozen, or 3.6%,
compared to 526.2 million dozen sold in fiscal 2000. Good consumer demand and a
lower, balanced egg supply resulted in higher egg selling prices during the
current fiscal year. The Company's average selling price of shell eggs increased
from $.507 per dozen for fiscal 2000 to $.625 per dozen for fiscal 2001, an
increase of $.118 per dozen, or 23.3%.

         Cost of Sales. Cost of sales for the fiscal year ended June 2, 2001 was
$299.4 million, an increase of $30.5 million, or 11.3%, as compared to cost of
sales of $268.9 million for last fiscal year. The increase is due to increases
in dozens sold, cost of purchases from outside egg producers, and cost of feed
ingredients. The 3.6% increase in dozens sold was the net result of an increase
in dozens produced in Company facilities and a decrease in the number of dozens
purchased from outside egg producers. The increase in the cost of the eggs
purchased from outside producers was due to improved egg market conditions. Feed
cost for fiscal 2001 was $.197 per dozen, compared to $.188 per dozen for last
fiscal year, an increase of 4.8%. A 23.3% increase in egg selling prices, offset
by a 11.3% increase in cost of goods sold resulted in an increase in gross
profit from 6.3% of net sales for fiscal 2000 to 16.5% of net sales for fiscal
2001.

         Selling, General and Administrative Expenses. Selling, general and
administrative expense in fiscal 2001 was $42.3 million, an increase of $2.2
million, or 5.7%, as compared to $40.1 million for fiscal 2000. The increase in
cost is due to increased dozens sold and higher delivery costs, especially in
fuel and outside contract hauling. On a cost per dozen sold basis, selling,
general and administrative remained approximately the same, $.078 per dozen for
fiscal 2001, as compared to $.076 per dozen for last fiscal year. As a percent
of net sales, selling, general and administrative expense decreased from 14.0%
for fiscal 2000 to 11.8% for fiscal 2001.

         Operating Income (Loss). As a result of the above, the Company's
operating income was $16.7 million for fiscal 2001, as compared to an operating
loss of $21.9 million for fiscal 2000. As a percent of net sales, the operating
income for fiscal 2001 was 4.7%, as compared to an operating loss of 7.7% for
fiscal 2000.

         Other Income (Expense). Other expense for fiscal 2001 was $5.9 million,
an increase of $872,000, as compared to other expense of $5.1 million for fiscal
2000. For fiscal 2001, interest expense increased $1.3 million and net other
income increased $474,000. Interest expense increased due to increased borrowing
during fiscal 2001, primarily on the Company's line of credit. The line of
credit increased through the first quarter of fiscal 2001 and was repaid during
the third quarter. As a percent of net sales, other expense was 1.7% both fiscal
2001 and 2000.

         Income Taxes. As a result of the above, the Company's pre-tax income
was $10.7 million for the current fiscal year, compared to a pre-tax loss of
$27.0 million for fiscal 2000. For the current fiscal year, income tax expense
totaled $3.9 million with an effective tax rate of 36.3%, as compared to an
income tax benefit of $9.6 million with an effective rate of 35.7% for fiscal
2000.

         Net Income (Loss). As a result of the above, net income for fiscal 2001
was $6.8 million or $0.57 per basic share and $0.56 per diluted share, compared
to net loss of $17.4 million, or $1.41 per basic and diluted share for fiscal
2000.

                                       12
<PAGE>
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 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 the 1999 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 the 1999 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.

                                       13
<PAGE>
             Capital Resources and Liquidity. The Company's working capital at
June 2, 2001 was $28.4 million compared to $18.5 million at June 3, 2000. The
Company's current ratio was 1.59 at June 2, 2001 as compared with 1.36 at June
3, 2000. The Company's need for working capital generally is highest in the last
and first fiscal quarters ending in May and August, respectively, when egg
prices are normally at seasonal lows. Seasonal borrowing needs frequently are
higher during these quarters than during other fiscal quarters. The Company has
a $35.0 million line of credit with three banks, none of which was outstanding
at June 2, 2001. The Company's long-term debt at June 2, 2001, including current
maturities, amounted to $118.3 million, as compared to $119.7 million at June 3,
2000.

         For the fiscal year ended June 2, 2001, $30.4 million was provided by
operating activities. The Company had additional long-term borrowings of $5.0
million, $736,000 net proceeds from the disposal of property, plant and
equipment and $366,000 net proceeds from notes receivable and investments. In
the 2001 fiscal year, $8.3 million was used for construction projects and $5.8
million for purchases of property, plant and equipment. Approximately $1.4
million was used for purchases of common stock for treasury and $607,000 for
dividend payments on the common stock. Principal payments of $6.4 million were
made on long-term debt and $7.5 million was repaid on borrowings on the line of
credit. The net result of these activities was an increase in cash and cash
equivalents of $6.6 million for fiscal 2001.

         The egg industry has placed more baby chicks during the first six
months of calendar 2001 than previously forecast. This could result in increased
egg production and downward pressure on egg prices. Egg demand is very good for
domestic use, with export demand down slightly. Cost of feed is projected to
continue at moderate price levels 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 2, 2001, the Company did not meet
certain of these provisions on its long-term debt agreements. The Company has
obtained waivers of these requirements through fiscal 2002. Under certain of the
loan agreements, the lenders have the option to require the prepayment of any
outstanding borrowings in the event of a change in the control of the Company.

         In fiscal 2001, the Company began construction of a new shell egg
production and processing facility in Guthrie, Kentucky, with completion of the
facility expected in fiscal 2003. The total cost of the facility is
approximately $18.0 million, of which $1.0 million was incurred through June 2,
2001. The Company has commitments from an insurance company to receive $10.0
million in long-term borrowings and from a leasing company to receive $7.5
million applicable to the Guthrie facility. In addition to the construction, the
Company has projected capital expenditures of $15.5 million fiscal 2002, 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 first quarter of fiscal 2002. 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>
         Impact of Recently Issued Accounting Standards. The Company will adopt
the provisions of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS No. 133) in the first
quarter of fiscal 2002. Because the Company is not a party to derivative
financial instruments, the adoption of SFAS No. 133 will have no effect on the
consolidated financial statements of the Company.

         On June 29, 2001, the Financial Accounting Standards Board issued
Financial Accounting Standards No. 141, "Business Combinations" (SFAS No. 141)
and No. 142, "Goodwill and Other Intangible Assets" (SFAS No. 141). SFAS No. 141
eliminates the pooling-of-interests method of accounting for business
combinations except for qualifying business combinations that were initiated
prior to July 1, 2001. SFAS No. 141 also includes new criteria to recognize
intangible assets separately from goodwill. The requirements of SFAS 141 are
effective for any business combination accounted for by the purchase method that
is completed after June 30, 2001.

Under SFAS No. 142, goodwill and intangible assets with indefinite lives are no
longer amortized but are reviewed at least annually for impairment. Separable
intangible assets that are not deemed to have an indefinite life will continue
to be amortized over their useful lives. The amortization provisions of SFAS No.
142 requiring nonamortization of goodwill and indefinite lived intangible assets
apply to goodwill and indefinite lived intangible assets acquired after June 30,
2001. With respect to goodwill and intangible assets acquired prior to July 1,
2001, the Company is required to adopt the SFAS No. 142 in the first quarter of
fiscal 2003, with early adoption permitted in the first quarter of fiscal 2002.
Management has not determined the effect of the adoption of this statement on
the earnings and financial position of the Company. Management has not made a
final decision, but is considering early adoption of SFAS No. 142 in the first
quarter of fiscal 2002.

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

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


                                       15
<PAGE>

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 and S-1.

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

<TABLE>
<CAPTION>
                                                                Fiscal Year 2001
                                  First                   Second                    Third                   Fourth
                                 Quarter                  Quarter                  Quarter                 Quarter
                             -------------------- ------------------------ ------------------------ -----------------------

<S>                             <C>                      <C>                      <C>                      <C>
Net sales                       $ 75,518                $ 92,589                 $ 103,913                $ 86,392
Gross profit                       7,868                  18,296                    20,559                  12,272
Net income (loss)                 (2,622)                  4,226                     4,788                     432
Net loss per share:
     Basic                       $ (.22)                   $ .35                    $ .40                   $ .04
     Diluted                     $ (.22)                   $ .35                    $ .40                   $ .04


<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)

</TABLE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None.

                                       16
<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 2001 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 2001 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 2001 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 2001 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.

                  The financial schedule required by Regulation S-X is filed at
                  page S-1.

         (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 2001. No
                  amendments to previously filed Forms 8-K were filed during the
                  fourth quarter of fiscal 2001.

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

                  The following exhibits are filed herewith or incorporated by
                  reference:

 Exhibit
 Number              Exhibit

    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.*


                                       17
<PAGE>

   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).*

  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

                                       18
<PAGE>

23       Consent of Independent Auditors

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

+        Management contract or compensatory plan.

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

**       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.





                                       19
<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 13th day of August, 2001.

                                           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 13, 2001
---------------------------------  Chief Executive Officer
           Fred R. Adams, JR       (Principal Executive Officer)

       /s/ Richard K. Looper       Vice Chairman of the Board    August 13, 2001
---------------------------------  and Director
           Richard K. Looper

       /s/ Adolphus B. Baker       President and Director        August 13, 2001
---------------------------------
           Adolphus B. Baker


       /s/ Bobby J. Raines         Vice President, Chief         August 13, 2001
---------------------------------  Financial Officer,
           Bobby J. Raines         Treasurer, Secretary
                                   and Director (Principal
                                   Financial Officer)

       /s/ Charles F. Collins      Vice President, Controller    August 13, 2001
---------------------------------  and Director (Principal
           Charles F. Collins      Accounting Officer)

       /s/  Jack B. Self           Vice President and Director   August 13, 2001
---------------------------------
            Jack B. Self

       /s/  Joe M. Wyatt           Vice President and Director   August 13, 2001
---------------------------------
            Joe M. Wyatt

                                   Director
---------------------------------
            W. D. Cox

                                   Director
---------------------------------
            R. Faser Triplett

                                    Director
---------------------------------
            Letitia C. Hughes

                                       20
<PAGE>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                           Page


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

Consolidated Balance Sheets as of June 2, 2001 and June 3, 2000..........  F-3

Consolidated Statements of Operations for the years ended June 2,
  2001, June 3, 2000 and May 29, 1999....................................  F-4

Consolidated Statements of Stockholders' Equity for the years ended
  June 2, 2001, June 3, 2000 and May 29, 1999............................  F-5

Consolidated Statements of Cash Flows for the years ended June 2,
   2001, June 3, 2000 and May 29, 1999........ ..........................  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 2, 2001 and June 3, 2000, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended June 2, 2001. 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 2, 2001 and June 3, 2000, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended June 2, 2001, 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 12, 2001








                                      F-2
<PAGE>

                     Cal-Maine Foods, Inc. and Subsidiaries

                           Consolidated Balance Sheets
                      (in thousands, except share amounts)

                                                        June 2      June 3
                                                         2001        2000
                                                         ----        ----
Assets
Current assets:
   Cash and cash equivalents                          $  13,129    $   6,541
   Receivables:
     Trade receivables, less allowance for
       doubtful accounts of $590 in 2001
       and $305 in 2000                                  15,254       13,075
     Other                                                  763        1,495
                                                      ---------    ---------
                                                         16,017       14,570
   Recoverable federal and state income taxes              --          4,509
   Inventories                                           47,122       43,913
   Prepaid expenses and other current assets                569          797
                                                      ---------    ---------
Total current assets                                     76,837       70,330
Other assets:
   Notes receivable and investments                       7,673        7,072
   Goodwill                                               3,147        3,390
   Other                                                  2,447        2,970
                                                      ---------    ---------
                                                         13,267       13,432
Property, plant and equipment, less accumulated
   depreciation                                         144,648      148,137
                                                      ---------    ---------
Total assets                                          $ 234,752    $ 231,899
                                                      =========    =========

Liabilities and stockholders' equity
Current liabilities:
   Note payable to bank                               $    --      $   7,500
   Trade accounts payable                                18,952       17,113
   Accrued wages and benefits                             5,628        4,962
   Accrued expenses and other liabilities                 4,912        3,878
   Current maturities of long-term debt                   7,184        7,105
   Deferred income taxes                                 11,775       11,287
                                                      ---------    ---------
Total current liabilities                                48,451       51,845
Long-term debt, less current maturities                 111,156      112,631
Other noncurrent liabilities                              1,450        1,489
Deferred income taxes                                     7,499        4,581
                                                      ---------    ---------
Total liabilities                                       168,556      170,546
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                                     59,752       53,535
   Common stock in treasury (6,863,512 shares
     in 2001 and 6,550,912
     shares in 2000)                                    (12,528)     (11,154)
                                                      ---------    ---------
Total stockholders' equity                               66,196       61,353
                                                      ---------    ---------
Total liabilities and stockholders' equity            $ 234,752    $ 231,899
                                                      =========    =========


See accompanying notes.


                                      F-3
<PAGE>

                     Cal-Maine Foods, Inc. and Subsidiaries

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


                                               Fiscal year ended
                                       ------------------------------------
                                         June 2       June 3       May 29
                                          2001         2000         1999
                                       ---------    ---------    ----------

Net sales                              $ 358,412    $ 287,055    $ 287,954
Cost of sales                            299,417      268,937      242,022
                                       ---------    ---------    ---------

Gross profit                              58,995       18,118       45,932
Selling, general and administrative       42,337       40,059       36,406
                                       ---------    ---------    ---------

Operating income (loss)                   16,658      (21,941)       9,526

Other income (expense):
   Interest expense                       (9,072)      (7,726)      (5,195)
   Interest income                           336          748        2,202
   Equity in income of affiliates            415          130          357
   Other, net                              2,378        1,777        1,097
                                       ---------    ---------    ---------
                                          (5,943)      (5,071)      (1,539)
                                       ---------    ---------    ---------
Income (loss) before income taxes         10,715      (27,012)       7,987
Income tax expense (benefit)               3,891       (9,633)       2,907
                                       ---------    ---------    ---------
Net income (loss)                      $   6,824    $ (17,379)   $   5,080
                                       =========    =========    =========

Net income (loss) per share:
   Basic                               $     .57    $   (1.41)   $     .39
                                       =========    =========    =========
   Diluted                             $     .56    $   (1.41)   $     .39
                                       =========    =========    =========
Weighted average shares outstanding:
   Basic                                  12,051       12,362       12,999
                                       =========    =========    =========
   Diluted                                12,120       12,362       13,114
                                       =========    =========    =========


See accompanying notes.


                                      F-4
<PAGE>

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

                               Consolidated Statements of Stockholders' Equity
                                   (in thousands, except per share amounts)
<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 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 ($.048 per
    common share)                          -        -        -        -          -           -           -      (611)      (611)
  Net loss for fiscal 2000                 -        -        -        -          -           -           -   (17,379)   (17,379)
                                   --------------------------------------------------------------------------------------------
Balance at June 3, 2000               17,565      176    1,200       12      6,551     (11,154)     18,784    53,535     61,353
  Purchases of common stock
    for treasury                           -        -        -        -        313      (1,374)          -         -     (1,374)
  Cash dividends paid ($.05 per
    common share)                          -        -        -        -          -           -           -      (607)      (607)
  Net income for fiscal 2001               -        -        -        -          -           -           -     6,824      6,824
                                   --------------------------------------------------------------------------------------------
Balance at June 2, 2001               17,565     $176    1,200      $12      6,864    $(12,528)    $18,784   $59,752    $66,196
                                   ============================================================================================
</TABLE>



See accompanying notes.



                                      F-5
<PAGE>

<TABLE>
                     Cal-Maine Foods, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                                 (in thousands)
<CAPTION>
                                                                       Fiscal year ended
                                                           ---------------------------------------------
                                                              June 2          June 3         May 29
                                                               2001            2000           1999
                                                           ---------------------------------------------
<S>                                                          <C>              <C>            <C>
Cash flows from operating activities
Net income (loss)                                            $   6,824        $(17,379)      $   5,080
Adjustments to reconcile net income (loss)
   to net cash provided by (used in)
   operating activities:
     Depreciation and amortization                              17,542          15,806          12,199
     Provision for doubtful accounts                               678             430              51
     Deferred income taxes                                       3,406          (4,711)            (92)
     Equity in income of affiliates                               (415)           (130)           (357)
     Gain on disposal of property,
       plant and equipment                                        (201)         (1,537)           (355)
Change in operating assets and liabilities,
   net of effects from purchases of
   shell egg production and processing
   businesses:
     Receivables and other assets                                2,298          (3,821)          1,891
     Inventories                                                (3,209)          1,420           5,967
     Accounts payable, accrued expenses
       and deferred expenses                                     3,500          (1,144)           (317)
                                                           ---------------------------------------------
Net cash provided by (used in) operating activities             30,423         (11,066)         24,067

Cash flows from investing activities
Purchases of property, plant and equipment                     (14,060)        (27,922)        (15,911)
Purchases of shell egg production and
  processing businesses                                              -         (35,578)        (12,161)
Payments received on notes receivable
  and from investments                                           1,697           2,995             798
Increase in notes receivable and investments                    (1,331)         (1,134)         (4,603)
Net proceeds from disposal of property, plant
  and equipment                                                    736           1,668           5,122
                                                           ---------------------------------------------
Net cash used in investing activities                          (12,958)        (59,971)        (26,755)

Cash flows from financing activities
Net borrowings (payments) on note payable to bank               (7,500)          7,500               -
Long-term borrowings                                             5,040          40,295          13,135
Principal payments on long-term debt                            (6,436)         (4,563)        (11,332)
Purchases of common stock for treasury                          (1,374)         (1,241)         (3,457)
Payments of dividends                                             (607)           (611)           (586)
                                                           ---------------------------------------------
Net cash provided by (used in) financing
  activities                                                   (10,877)         41,380          (2,240)
                                                           ---------------------------------------------
Increase (decrease) in cash and cash equivalents                 6,588         (29,657)         (4,928)
Cash and cash equivalents at beginning of year                   6,541          36,198          41,126
                                                           ---------------------------------------------
Cash and cash equivalents at end of year                     $  13,129       $   6,541       $  36,198
                                                           =============================================
</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 2, 2001


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 13.2% and 10.5% of the Company's net sales in fiscal 2001 and
2000, respectively.

Use of Estimates

The preparation of the consolidated financial statements in conformity with
accounting principles general accepted in the United States 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 are stated at cost. Depreciation is provided by
the straight-line method over the estimated useful lives, which are 15 to 25
years for buildings and improvements and 3 to 12 years for machinery and
equipment.

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 and Delivery Costs

Revenue is recognized when product is shipped to customers.

Costs to deliver product to customers are included in selling, general and
administrative expenses in the accompanying consolidated statements of
operations and totaled $19,036, $17,823 and $14,531 in fiscal 2001, 2000 and
1999, respectively.

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 earnings (loss) per share are based on the weighted average common shares
outstanding. Diluted earnings (loss) per share include 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. The effect of
the adoption of this statement in the first quarter of fiscal 2002 will be
insignificant to the consolidated earnings and financial position of the
Company.

                                      F-8
<PAGE>

Fiscal Year

The Company's fiscal year-end is on the Saturday nearest May 31, which was June
2, 2001 (52 weeks), June 3, 2000 (53 weeks) and May 29, 1999 (52 weeks), for the
most recent three fiscal years.

Reclassifications

Certain reclassifications have been made in the fiscal 2000 consolidated
financial statements to conform to classifications used in the current year.


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.

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 Milling JV, Specialty Eggs LLC and Delta Egg
Farm, LLC ("Delta Egg") and 41.5% of American Egg Products, Inc. at June 2,
2001. 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 $6,364 and $5,449 at June 2, 2001 and June 3, 2000, respectively. Equity
in earnings of $415, $130 and $357, from these entities have been included in
the consolidated statements of operations for fiscal 2001, 2000 and 1999,
respectively. The Company purchased $2,589 and $4,863 of eggs from BCM during
the fiscal years ended June 3, 2000 and May 29, 1999, which represented a
significant percentage of BCM's sales.

The Company is a guarantor of 50% of Delta Egg's long-term debt, which totaled
approximately $17 million at June 2, 2001. Delta Egg's long-term debt is secured
by substantially all assets of Delta Egg and is due in monthly installments
through fiscal 2009. Delta Egg is engaged in the production, processing and
distribution of shell eggs.





                                      F-9
<PAGE>

4.  Inventories

Inventories consisted of the following:

                                                  June 2          June 3
                                                   2001            2000
                                             ---------------------------------

         Flocks                                   $  31,920       $  28,417
         Eggs                                         3,149           2,417
         Feed and supplies                            9,459          10,028
         Livestock                                    2,594           3,051
                                             ---------------------------------
                                                  $  47,122       $  43,913
                                             =================================

5.  Property, Plant and Equipment

Property, plant and equipment consisted of the following:

                                                   June 2          June 3
                                                    2001            2000
                                              ---------------------------------

         Land and improvements                     $  32,133       $  31,074
         Buildings and improvements                   87,300          81,989
         Machinery and equipment                     122,949         114,408
         Construction-in-progress                      5,915           9,627
                                              ---------------------------------
                                                     248,297         237,098
         Less accumulated depreciation               103,649          88,961
                                              ---------------------------------
                                                    $144,648        $148,137
                                              =================================

Depreciation expense was $17,014, $15,349 and $11,958 in fiscal 2001, 2000 and
1999, respectively.

6.  Leases

Future minimum payments under noncancelable operating leases that have initial
or remaining noncancelable terms in excess of one year at June 2, 2001 are as
follows:

         2002                                               $    8,371
         2003                                                    7,926
         2004                                                    7,510
         2005                                                    6,880
         2006                                                    6,237
         Thereafter                                              8,926
                                                        -----------------
         Total minimum lease payments                        $  45,850
                                                        =================

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
$9,622, $7,044 and $3,824 in fiscal 2001, 2000 and 1999, respectively. Included
in rent expense are vehicle rents totaling $2,892, $2,729 and $1,777 in fiscal
2001, 2000 and 1999, respectively.


                                      F-10
<PAGE>

7.  Credit Facilities and Long-Term Debt

Long-term debt consisted of the following:
<TABLE>
<CAPTION>
                                                               June 2         June 3
                                                                2001            2000
                                                             ----------       ---------
<S>                                                          <C>              <C>
Note payable at 6.7%; due in monthly installments
   of $100, plus interest, maturing in 2009                  $   15,600       $  16,800
Note payable at a variable rate of 5.81% at
   June 2, 2001; due in quarterly installments
   of $350, plus interest, maturing in 2007                      12,250          13,650
Note payable at 8.26%; due in monthly installments of
   $155 beginning in 2004, including interest, maturing
   in 2015                                                       16,000          16,000
Series A Senior Secured Notes at 6.87%; due in annual
   principal installments of $1,917 beginning in
   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                                              12,116          12,656
Note payable at 7.64%; due in monthly installments of
   $114, including interest, maturing in 2004                     7,833           8,578
Note payable at 7.75%; due in monthly installments of
   $55, plus interest, maturing in 2004                           5,120           6,070
Note payable at 8.25%; due in monthly installments of
   $79, including interest, maturing in 2004                      2,371           3,086
Note payable at 7.56%; due in monthly installments of
   $75 beginning in July 2001, plus interest,
   maturing in 2009                                              13,400           8,550
Note payable at 7%; due in quarterly installments of
   $107, plus interest, maturing in 2009                          5,572           6,000
Other                                                             1,578           1,846
                                                             ----------      ----------
                                                                118,340         119,736
Less current maturities                                           7,184           7,105
                                                             ----------      -----------
                                                               $111,156        $112,631
                                                             ==========      ===========

</TABLE>

                                      F-11
<PAGE>

The aggregate annual fiscal year maturities of long-term debt at June 2, 2001
are as follows:

         2002                                            $   7,184
         2003                                                9,543
         2004                                               20,299
         2005                                                9,942
         2006                                                9,986
         Thereafter                                         61,386
                                                       --------------
                                                          $118,340
                                                       ==============

The Company has a $35,000 line of credit with three banks of none of which was
outstanding at June 2, 2001. The line of credit, which expires on December 31,
2002 is limited in availability based upon accounts receivable and inventories.
The Company had $33,400 available to borrow under the line of credit at June 2,
2001. 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. 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, debt-to-equity and interest coverage 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 2, 2001
the Company was in violation of a financial covenant requirement of certain of
its long-term debt agreements that is based upon the Company's most recent
three-year average earnings. The Company obtained a waiver of this requirement
through June 2, 2002.

Interest of $8,966, $8,770 and $6,061 was paid during fiscal 2001, 2000 and
1999, respectively. Interest of $347, $372 and $450 was capitalized for
construction of certain facilities during fiscal 2001, 2000 and 1999,
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 $4,570, $3,688 and $3,702 in fiscal 2001, 2000, and 1999,
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 makes 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. Beginning in January 2001, company
contributions to the ESOP vest immediately. The Company's contributions to the
plan were $968, $1,335 and $970 in fiscal 2001, 2000 and 1999, 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 2001, 2000 and 1999.

9.  Stock Option Plan

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 2001 and 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 .29, and a weighted-average expected life of the options of 5
years.


The weighted-average fair value of options granted during fiscal 2001 and 2000
was $1.05. No options were granted in fiscal 1999. The pro forma effect of the
estimated fair value of the options granted in fiscal 2001 and 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:

                                                              Weighted-Average
                                                               Exercise Price
                                                Shares
   Outstanding May 31, 1998                      505,000             $3.46
        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
        Granted                                   15,000              4.19
        Exercised                                (26,000)             3.00
        Forfeited                                (10,000)             3.00
                                             --------------
   Outstanding at June 2, 2001                   493,000              3.10
                                             ==============

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 2, 2001, 272,000 shares 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 $380 and $95 applicable to the TSARs was recognized in fiscal 2001
and 2000, respectively.


                                      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 was 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 8
years at June 2, 2001, 9 years at June 3, 2000 and 5 years at May 29, 1999. Of
the total options outstanding, 110,000, 14,400 and 19,600 were exercisable at
June 2, 2001, June 3, 2000 and May 29, 1999, respectively.

10.  Income Taxes

Income tax expense (benefit) consisted of the following:

                                              Fiscal year ended
                                ------------------------------------------------
                                     June 2          June 3         May 29
                                      2001            2000           1999
                                ------------------------------------------------

         Current:
           Federal                  $   485         $(4,599)         $  2,749
           State                          -            (323)              250
                                ------------------------------------------------
                                        485          (4,922)            2,999

         Deferred:
           Federal                    3,053          (4,478)              (80)
           State                        353            (233)              (12)
                                ------------------------------------------------
                                      3,406          (4,711)              (92)
                                ------------------------------------------------
                                     $3,891         $(9,633)         $  2,907
                                ================================================


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

                                                        June 2         June 3
                                                         2001           2000
                                                    ----------------------------

         Deferred tax liabilities:
           Property, plant and equipment               $  9,973      $  8,940
           Cash basis temporary differences               2,707         2,875
           Inventories                                   12,689        11,464
           Other                                          1,423         1,009
                                                    ----------------------------
         Total deferred tax liabilities                  26,792        24,288

         Deferred tax assets:
           Federal and state net operating
             loss carryforwards                           5,606         7,797
           Other                                          1,912           623
                                                    ----------------------------
         Total deferred tax assets                        7,518         8,420
                                                    ----------------------------
         Net deferred tax liabilities                   $19,274       $15,868
                                                    ============================


                                      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:

                                                    Fiscal year ended
                                           -------------------------------------
                                               June 2      June 3     May 29
                                                2001        2000       1999
                                           -------------------------------------

    Statutory federal income
      tax (benefit)                            $3,643     $(9,184)    $2,715
    State income taxes (benefit), net             233        (367)       156
    Other, net (benefit)                           15         (82)        36
                                           -------------------------------------
                                               $3,891     $(9,633)    $2,907
                                           =====================================

Federal and state income taxes of $219, $1,342 and $1,524 were paid in fiscal
2001, 2000 and 1999, respectively. Federal and state income taxes of $4,409,
$271 and $237 were refunded in fiscal 2001, 2000 and 1999, respectively. The
Company had net operating loss carryforwards of $15,500 at June 2, 2001, 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 and investments, accounts
payable and long-term debt approximate their fair values. 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 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 $5.1 million at June 2, 2001. 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 2, 2001, June
3, 2000 and May 29, 1999
(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 2, 2001:
Allowance for doubtful accounts         $305             $678              $393            $590
                                        ====             ====              ====            ====

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
                                        ====             ===               ====             ===

</TABLE>

<PAGE>

                              CAL-MAINE FOODS, INC.
                          Form 10-K for the fiscal year
                               Ended June 2, 2001
                                  EXHIBIT INDEX

Exhibit
Number                      Exhibit

  21        Subsidiaries of Cal-Maine Foods, Inc

  23        Consent of Independent Auditors