SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.  20549
                                   FORM 10-Q

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

        For the quarterly period ended April 30, 2004

                                       OR

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

        For the transition period from_________________to__________________


                         COMMISSION FILE NUMBER  0-1287

                              STERLING SUGARS, INC.
        ____________________________________________________________________
              Exact name of registrant as specified in its charter

                 Louisiana                              72-0327950
        _______________________________       ______________________________
        State or other jurisdiction of         IRS employer identification
        incorporation or organization                     number

            P. O. Box 572, Franklin, La.                   70538
        ____________________________________________________________________
        Address of principal executive offices            Zip Code

        Registrant's telephone number including area code       337 828 0620

                                  Not Applicable
        ____________________________________________________________________
        Former name, former address and former fiscal year, if changed since
        last report.

        Indicate by check mark whether 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 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 whether the registrant is an accellerated filer
        (as defined in Rule 12b-2 in the Exchange Act).

        YES    NO X

        There were 2,500,000 common shares outstanding at May 28, 2004.



                                                  Total number of pages    18

                                                                          -1-







                            STERLING SUGARS, INC.

                                 I N D E X

                                                                  PAGE
                                                                 NUMBER
        PART I:  FINANCIAL INFORMATION:

         ITEM 1. FINANCIAL STATEMENTS

                 Condensed balance sheets April 30, 2004
                 (unaudited) and July 31, 2003                     I-1

                 Statements of earnings and retained earnings
                 Nine months ended April 30, 2004 (unaudited)
                 and 2003 (unaudited)                              I-2

                 Statements of earnings and retained earnings
                 Three months ended April 30, 2004 (unaudited)
                 and 2003 (unaudited)                              I-3

                 Statements of cash flows
                 Nine months ended April 30, 2004 (unaudited)
                 and 2003 (unaudited)                              I-4

                 Notes to condensed financial statements
                 Three and nine months ended April 30, 2004
                 and 2003                                          I-5

         ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS     I-6

         ITEM 4. CONTROLS AND PROCEDURES                           I-9

        PART II. OTHER INFORMATION:

         ITEM 5. OTHER INFORMATION                                II-1

         ITEM 6. EXHIBITS AND REPORTS ON FORM 8K                  II-1



















                                                                         -2-







                            STERLING SUGARS, INC.
                          CONDENSED BALANCE SHEETS

                                                   April 30,     July 31,
                                                     2004          2003
                                                   UNAUDITED       NOTE
     ASSETS:                                    ---------------------------
      CURRENT ASSETS:
       Cash and short-term investments          $  1,557,242  $      1,110
       Accounts receivable                         1,539,529       195,943
       Inventories at lower of cost or market     10,194,684     2,638,131
       Deferred income taxes                       1,576,000     1,576,000
       Other current assets                          532,781       415,183
                                                ------------- -------------
            TOTAL CURRENT ASSETS                $ 15,400,236  $  4,826,367
                                                ------------- -------------
       Property, plant and equipment - net      $ 26,226,841  $ 24,928,615
                                                ------------- -------------
       Expenditures for future crops            $    486,524  $    379,654
                                                ------------- -------------
       Notes receivable - No allowance for
        doubtful accounts considered necessary  $    250,570  $    255,646
                                                ------------- -------------
       Other assets                             $     56,498  $     50,583
                                                ------------- -------------
                                                $ 42,420,669  $ 30,440,865
                                                ============= =============
     LIABILITIES AND STOCKHOLDERS' EQUITY:
      CURRENT LIABILITIES:
       Notes Payable                            $  7,853,000  $  4,207,023
       Accounts payable and accrued expenses       2,658,534     1,449,124
       Due cane growers                            3,970,165     2,202,392
       Current portion long-term debt              1,179,327       618,250
                                                ------------- -------------
            TOTAL CURRENT LIABILITIES           $ 15,661,026  $  8,476,789
                                                ------------- -------------
       Long-term debt                           $  4,724,107  $  3,167,085
                                                ------------- -------------
       Deferred income taxes                    $  2,475,000  $  2,475,000
                                                ------------- -------------

     STOCKHOLDERS' EQUITY:
        Common stock                            $  2,500,000  $  2,500,000
        Additional paid in capital                    40,455        40,455
        Retained earnings                         17,020,081    13,781,536
                                                ------------- -------------
                                                $ 19,560,536  $ 16,321,991
                                                ------------- -------------
                                                $ 42,420,669  $ 30,440,865
                                                ============= =============

       NOTE: The balance sheet at July 31, 2003 has been taken from the
             audited financial statements at that date and condensed.

                   See notes to condensed financial statements



                                      I-1                                -3-







                            STERLING SUGARS, INC.
                 STATEMENT OF EARNINGS AND RETAINED EARNINGS
                                 (UNAUDITED)

                                                NINE MONTHS ENDED APRIL 30
                                                ---------------------------
                                                      2004         2003
                                                      ----         ----
        REVENUES:

         Sugar and molasses sales                $ 29,703,169  $ 36,867,304
         Interest earned                               10,213         2,114
         Mineral leases and royalties                 431,043       224,520
         Gain on disposal of assets                    25,857       171,137
         Other                                      2,833,937     1,307,775
                                                 ------------  ------------
                                                 $ 33,004,219  $ 38,572,850
                                                 ------------  ------------

        COSTS AND EXPENSES:

         Cost of products sold                   $ 26,518,560  $ 38,520,495
         General and administrative                   758,708       685,540
         Interest expense                             503,492       307,298
                                                 ------------  ------------
                                                 $ 27,780,760  $ 39,513,333
                                                 ------------  ------------

        NET EARNINGS (LOSS) BEFORE INCOME TAXES  $  5,223,459  $(   940,483)
        INCOME TAXES (CREDIT)                       1,984,914   (   357,384)
                                                 ------------  ------------
        NET EARNINGS (LOSS)                      $  3,238,545  $(   583,099)

        RETAINED EARNINGS AT BEGINNING OF PERIOD   13,781,536    16,015,819
                                                 ------------  ------------
        RETAINED EARNINGS AT END OF PERIOD       $ 17,020,081  $ 15,432,720
                                                 ============  ============
        NET EARNINGS (LOSS) PER SHARE            $       1.30  $       (.23)
                                                 ============  ============










                    See notes to condensed financial statements








                                      I-2                                 -4-







                            STERLING SUGARS, INC.
                 STATEMENT OF EARNINGS AND RETAINED EARNINGS
                                 (UNAUDITED)

                                               THREE MONTHS ENDED APRIL 30
                                              -----------------------------
                                                      2004         2003
                                                      ----         ----
        REVENUES:

         Sugar and molasses sales                $ 2,777,637   $ 5,686,946
         Interest earned                               5,423         1,333
         Mineral leases and royalties                166,795        72,782
         Gain (Loss) on disposal of assets            25,857          (631)
         Other                                       (11,201)       71,154
                                                 ------------  ------------
                                                 $ 2,964,511   $ 5,831,584
                                                 ------------  ------------

        COSTS AND EXPENSES:

         Cost of products sold                   $ 4,293,345   $ 8,250,659
         General and administrative                  216,852       158,815
         Interest expense                            178,247       113,116
                                                 ------------  ------------
                                                 $ 4,688,444   $ 8,522,590
                                                 ------------  ------------

        NET LOSS BEFORE INCOME TAXES             $(1,723,933)  $(2,691,006)
        INCOME TAXES (CREDIT)                       (655,095)   (1,022,583)
                                                 ------------  ------------
        NET LOSS                                 $(1,068,838)  $(1,668,423)

        RETAINED EARNINGS AT BEGINNING OF PERIOD  18,088,919    17,101,143
                                                 ------------  ------------
        RETAINED EARNINGS AT END OF PERIOD       $17,020,081   $15,432,720
                                                 ============  ============

        NET LOSS PER SHARE                       $(      .43)  $(      .67)
                                                 ============  ============










                    See notes to condensed financial statements







                                      I-3                                 -5-







                            STERLING SUGARS, INC.
                           STATEMENT OF CASH FLOWS
                                (UNAUDITED)
                                                  NINE MONTHS ENDED APRIL 30
                                                  ---------------------------
                                                         2004         2003
                                                         ----         ----
   OPERATING ACTIVITIES:
    Net earnings (Loss)                             $  3,238,545  $(   583,099)
    Adjustments to reconcile net earnings to net
     cash provided by operating activities:
     Depreciation                                      1,580,219     1,478,330
     (Gain) loss on disposal of assets               (    25,857)  (   171,137)
    Changes in operating assets and liabilities:
     Increase in accounts receivable                 ( 1,343,586)  (   376,972)
     Increase in inventories                         ( 7,556,553)  (   863,400)
     Increase in accounts payable accrued
      expenses and due cane growers                    2,977,183     4,467,449
     Other items - net                               (   347,874)      301,787
                                                    ------------  ------------
    Net cash provided by operating activities       $( 1,477,923) $  4,252,958
                                                    ------------  ------------
    INVESTING ACTIVITIES:
     Collection on notes receivable                 $     36,276  $     34,452
     Issuance of notes receivable                     (   31,200)         -
     Purchase of property, plant and equipment        (3,089,697)   (1,605,431)
     Proceeds from sale of assets                        354,600       634,610
                                                    ------------- ------------
     Net cash used in investing activities          $ (2,730,021) $ (  936,369)
                                                    ------------  ------------
    FINANCING ACTIVITIES:
     Proceeds from short-term notes payable
      and long-term debt                            $ 26,968,748  $ 25,557,200
     Payments on short-term notes payable
      and long-term debt                             (21,204,672)  (28,868,200)
                                                    ------------  ------------
     Net cash provided by financing activities      $  5,764,076  $( 3,311,000)
                                                    ------------  ------------
    Increase in cash and temporary investments      $  1,556,132  $      5,589
    Cash and temporary investments at the
     beginning of the period                               1,110         3,866
                                                    ------------  ------------
    Cash and temporary investments at the
     end of the period                              $  1,557,242  $      9,455
                                                    ============= ============
    Supplemental information:

     Interest paid                                  $    470,977  $    234,914
                                                    ============  ============
     Income taxes paid                              $     19,110  $    142,945
                                                    ============  ============

                  See notes to condensed financial statements





                                      I-4                                 -6-







                            STERLING SUGARS, INC.
                   NOTES TO CONDENSED FINANCIAL STATEMENTS
              THREE AND NINE MONTHS ENDED APRIL 30, 2004 AND 2003
                      (UNAUDITED)          (CONTINUED)


        A. CONDENSED FINANCIAL STATEMENTS:

             The condensed balance sheet as of April 30, 2004,
           the statements of earnings and retained earnings for the three
           and nine months ending April 30, 2004 and 2003, and the condensed
           statements of cash flows for the nine month periods then
           ended have been prepared by the Company, without audit.  In
           the opinion of management, all adjustments (which include
           only normal recurring adjustments) necessary to present
           fairly the financial position, results of operations and
           cash flows at April 30, 2004 and for all periods presented
           have been made.

             Certain information and footnote disclosures normally
           included in financial statements prepared in accordance with
           generally accepted accounting principles have been condensed
           or omitted.  It is suggested that these condensed financial
           statements be read in conjunction with the July 31, 2003
           report to stockholders and/or the Form 10-K filed with
           the Securities and Exchange Commission on October 29, 2003.
           The results of operations for the period ending April 30, 2004
           are not necessarily indicative of the operating results expected
           for the full year.

        B. DISASTER RELIEF SUBSIDY

             Under the Agricultural Assistance Act of 2003, the Commodity
           Credit Corporation (CCC) has been directed to pay $60,000,000 in
           compensation to Louisiana sugarcane producers and processors
           suffering economic losses from the effects of Tropical Storm
           Isadore, Hurricane Lili and excessive rains in October, 2002.
           Under the plan, the CCC paid, in October, 2003, the
           processors a calculated portion of the total based on a
           predetermined formula, less a 7% holdback for appeals purposes.
           The processors paid the cane suppliers based on existing contracts
           between the mills and the farmers.  The 7% holdback will be
           disbursed at the conclusion of the appeals process.

             Management estimates the gross amount to be paid to the Company
           to be $4,386,000 before the 7% holdback and payments to farmers of
           65%.  After farmer payments, the Company's portion of the proceeds
           is was $1,526,946.  These amounts are before rentals to be received
           from producers on Company owned land. These rentals, including the
           7% holdback, are estimated to be $106,875 resulting in a total due
           the Company of $1,633,821.






                                      I-5                                -7-








                            STERLING SUGARS, INC.
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Forward -Looking Information:

         This Form 10-Q contains certain statements that may be deemed
     "forward-looking statements."  All statements, other than historical
     statements, in this Form 10-Q that address activities, events or
     developments that the Company intends, expects, projects, believes or
     anticipates will or may occur in the future, are forward-looking
     statements.  Such statements are based on assumptions and analysis made
     by management of the Company in light of its experience and its
     perception of historical trends, current conditions, expected future
     developments and other factors it believes are appropriate.  The
     forward-looking statements in the Form 10-Q are also subject to a number
     of material risks and uncertainties, including weather conditions in
     south Louisiana during the sugarcane growing season, the success of
     sugarcane pest and disease abatement procedures, the quality and quantity
     of the sugarcane crops, mechanical failures at the Company's sugar mill,
     and prices for sugar and molasses produced by the Company.  Such
     forward-looking statements are not guarantees of future performance and
     actual results.  Development and business decisions may differ from
     those envisioned by such forward-looking statements.

     Results of Operations:

      General Information:

         The Company's grinding season started on Septmeber 24, 2003 and
     and was completed on December 22, 2003.  The previous year the season
     started on October 1, 2002 and was suspended on October 3, 2002 because
     of Hurricane Lili which occurred on October 3rd. Operations were resumed
     on October 10th.  The Company completed that crop on January 22, 2003.
     For the previous year, the Company started on September 18, 2001
     and ended December 23, 2001.  The Company processed 901,639 tons of
     sugarcane for the 2003 crop compared to 1,046,748 tons of sugarcane
     for the 2002 crop.  The Company processed 1,027,102 tons of sugarcane
     for the 2001 crop.

         Sugar yield for the past crop is estimated at 207 pounds per ton of
     cane compared to 175 and 207 pounds per ton of cane the previous two
     years, respectively. The lower yield for the 2002 crop resulted from
     Tropical Storm Isadore and Hurricane Lili.  Also, weather during the
     2002 crop was unusually wet which resulted in higher costs for harvesting
     and processing the cane.

         The average price the Company received for its raw sugar is currently
     averaging 20.72 cents per pound compared to 20.57 cents per pound for the
     2002 crop and 20.45 cents per pound for the 2001 crop. The Company
     systematically sells on the futures market throughout the year, which
     tends to average out the highs and lows over a period of time.






                                      I-6                                -8-







          Blackstrap molasses production for the 2003 crop was 4.99 gallons
     per ton of cane compared to 5.36 and 5.63 gallons per ton the previous
     two years, respectively.  Total production of molasses was 4,495,809
     gallons this year compared to 5,514,088 gallons last year and 5,987,764
     gallons for the previous year.  The price received for blackstrap
     molasses for the nine months ended April 30, 2004 was $43.63 per ton
     compared to $49.75 and $62.92 per ton for the previous two years,
     respectively.

     Sugar and Molasses Sales:

         Sugar and molasses sales for the nine months ended April 30, 2004
     and 2003 were as follows:
                                                2004            2003
                                             -----------     -----------

         Raw sugar sales                     $28,523,544     $35,525,202
         Blackstrap molasses                   1,179,625       1,342,102
                                             -----------     -----------
                                             $29,703,169     $36,867,304
                                             ===========     ===========

         Sugar sales were down substantially for the nine months ended April
     30, 2004 compared to the same period in 2003 because of lesser demand
     during the season from sugar refiners.  At April 30, 2004, the Company
     had on hand approximately 23,870 tons of raw sugar and at April 30, 2003,
     the Company had on hand approximately 8,000 tons of raw sugar. Molasses
     sales were down compared to the same period in 2003 reflecting the lower
     production and sales for the current year. All molasses production had
     been shipped as of April 30, 2004 and April 30, 2003.

     Interest Earned:

         Interest earned for the nine month period ending April 30,
     2004 was $10,213 compared to $2,114 and $3,908 for the previous two
     years, respectively.  The higher interest income for the current year
     reflects the investment of the Company's portion of the disaster relief
     payment received from the government.  See Note B to the financial
     statements for further information regarding the disaster payment.

     Mineral Leases and Royalties:

          Income from Mineral leases and royalties were up for the nine
     months ended April 30, 2004 totaling $431,043 compared to $224,520 and
     $413,458 for the previous two years, respectively.  Royalties for the
     current year were $358,842 and for the previous two periods they were
     $195,813 and $383,430, respectively.  Income from Mineral leases for the
     same periods were $72,201, $28,707 and $30,028, respectively.  In
     November, 2000, the Company began receiving royalty payments from a new
     well named Zenor A16 located near Patterson, La. (St. Mary Parish) and
     in May, 2003 another well was brought in in St. Mary Parish which has
     resulted in the increased royalty income for the current period.
     Royalties received from these wells are being used to reduce the
     Company's long-term debt.




                                       I-7                              -9-







          The Company's activities with respect to oil and gas are limited to
     the granting of leases and the collection of bonuses, delay rentals and
     landowner royalties thereunder.  Accordingly, only limited information,
     furnished primarily by the Company's lessees, has been included with
     respect to oil and gas operations affecting Company lands.  Complete
     information respecting these and related matters, such as proved
     reserves, are unavailable to the Company and cannot be obtained without
     unreasonable effort and expense.

     DISPOSAL OF ASSETS:

          The Company recorded a gain of $25,857 from the sale of a warehouse
     for the nine months ended April 30, 2004 and for the previous year had a
     gain of $171,137 principally from the sale of property located in
     LaFourche and St. Mary Parishes.

     Other Revenues:

          Other revenues, which generally consist of miscellaneous income
     items and cane land rentals, were $2,833,937 for the nine months ended
     April 30, 2004 and $1,307,775 for the nine months ended April
     30, 2003. Cane land rentals for the current period were $1,219,672
     compared to $1,316,279 for the same period last year. Other Revenues for
     2004 also include a disaster payment of $1,526,946.  See Note B to the
     financial statements for further information concerning the disaster
     payment.

     Cost of Products Sold:

          Cost of products sold totaled $26,518,560 for the nine months ended
     April 30, 2004 and $38,520,495 for the nine months ended
     April 30, 2003.  The large decrease in this account results from the
     decrease in sales of raw sugar and molasses for nine months ended April
     30, 2004. The costs charged to this account are relative to the sales of
     raw sugar and molasses.

     Net Earnings:

          The Statement of Earnings and Retained Earnings for the nine months
     ended April 30, 2004 is showing a net profit of $5,223,459 before income
     taxes.  Budgets for the year ended July 31, 2004 indicate the Company
     will show a profit for the year ended July 31, 2004 but it is estimated
     to be below that shown for the nine months ended April 30, 2004.
     Because of the highly seasonal nature of the sugar industry, it is not
     unusual to have a substantial profit for the nine months ending April 30
     of each year.  Last year the Company had a net loss before income taxes
     of $940,483 but this is unusual and resulted from the tropical storm and
     huuricane experienced during the crop that year.

          The above is based on management's best estimates taking
     into consideration budgeted expenditures for the next three months and
     other factors that may affect the earnings or losses of the Company.
     Circumstances and events that may happen in the future cannot be
     predicted and earnings could be significantly different from that
     estimated.



                                      I-8                              -10-







     General and Administrative Expenses:

          General and administrative expenses were $758,708 for the nine
     months ended April 30, 2004 and $685,540 for the same period last
     year.  The increase results primarily from increased hospitalization
     costs borne by the Company.

     Interest Expense:

          Interest expense was $503,492 compared to $307,298 for the nine
     months ended April 30, 2004 and 2003, respectively.  The increase in
     interest cost resulted from higher short-term borrowings required
     because of the lesser sugar sales and higher sugar inventory.  Short-term
     debt outstanding at April 30, 2004 was $7,853,000 compared to $954,000
     at April 30, 2003.  The decreased shipments of sugar for the nine months
     ended April 30, 2004 compared to the same period last year generated
     less cash flow which resulted in higher short-term borrowing
     requirements for the current year.

     Income Taxes:

          The income tax expense (credit) for the three and nine month
     periods ending April 30, 2004 and 2003 were recorded at the statutory
     rate of 38 percent, which reflects the 34 percent federal corporate rate
     plus 4 percent state income taxes.

     Liquidity and Capital Resources:

          At April 30, 2004, the Company had negative working capital of
     $260,790 compared to a negative working capital of $3,650,422 at July
     31, 2003.  Due to the seasonal nature of the industry, it is not
     uncommon to have a negative working capital balance at July 31 of
     each year or just before the start of the new season.

         The Company installed a new boiler which went on line in Septermber
     2003.  The cost of the boiler was $3,434,785.  Of this amount, $3,000,000
     was financed through a bank at a 5.75% annual interest rate.  Terms of
     the loan require 12 semi-annual payments of $250,000 each with interest
     payable semi-annually.

         For the period February 1, 2004 to September 30, 2004, the Company
     has budgeted $3,848,550 for repairs and $1,775,000 for capital
     improvements to the factory.  The latter amount includes a new raw sugar
     warehouse budgeted at $1,200,000.  Management believes the new warehouse
     is necessary because raw sugar refiners are requiring the Company to hold
     raw sugar for longer periods of time. The Company expects to finance
     some of these expenditures internally with any excess financed
     short-term or long-term through a bank with which the Company has a
     $12,000,000 line of short-term credit.

     ITEM 4. DISCLOSURE CONTROLS

          Our principal executive officer and principal accounting officer
     have evaluated our disclosure controls and procedures within 90 days
     prior to the date of filing of this Quarterly Report on Form 10-Q for
     the period ending April 30, 2004.  They believe that our current
     internal controls and procedures are effective and designed to ensure

                                     I-9                               -11-







     that information required to be disclosed by us in our periodic reports
     is recorded, processed, summarized and reported, within the appropriate
     time periods specified by the SEC, and that such information is
     accumulated and communicated to our principal executive officer and
     principal accounting officer as appropriate to allow timely decisions to
     be made regarding required disclosure.  Subsequent to the date of the
     evaluation, there were no significant corrective actions taken by us or
     other changes made to these internal controls.  Management does not
     believe there were changes in other factors that could significantly
     affect these controls subsequent to the date of the evaluation.

     INTERNAL CONTROL OVER FINANCIAL REPORTING

        There have not been any changes in our internal control over financial
     reporting (as such term is defined in Rules 13-15(f) and 15d-15(f) under
     the Exchange Act) during the third fiscal quarter that have materially
     affected, or are reasonably likely to materially affect, our internal
     control over financial reporting.








































                                      I-10                              -12-







        PART II - OTHER INFORMATION

         ITEM 1  - LEGAL PROCEEDINGS

            There have been no material developments in the legal proceedings
         reported in the Company's Annual Report on Form 10-K for the year
         ended July 31, 2003.  Subsequent to April 30, 2004, the Company
         settled two of the pending cases out of court for a total of $18,290.

         ITEM 6  - EXHIBITS AND REPORTS ON FORM 8K
                   (a) Exhibits
                       Exhibit   Description                          Page
                       ----------------------------------------------------
                       11        Computation of Earnings per Share     14
                       31.1      Section 906 Certification of Chief    14
                                  Executive Officer
                       31.2      Section 906 Certification of Chief    15
                                  Financial Officer
                       32.1      Certification Pursuant to 18 U.S.C.   16
                                  Section 1350, as Adopted Pursuant
                                  to Section 906 of the Sarbanes-Oxley
                                  Act of 2002

                  (b) Reports on Form 8K - There were no reports on Form 8K
                                           filed for the period.

































                                     II-1                                -13-







                                  SIGNATURES



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




                                             STERLING SUGARS, INC.
                                             ---------------------
                                                 (REGISTRANT)


     DATE     June 11, 2004                 By /s/ Craig P. Caillier
         ---------------------------          ---------------------
                                              CRAIG P. CAILLIER
                                              PRESIDENT AND
                                              CHIEF EXECUTIVE OFFICER



    DATE      June 11, 2004                 By /s/ Stanley H. Pipes
        ----------------------------          ---------------------
                                              STANLEY H. PIPES
                                              VICE PRESIDENT AND TREASURER
                                              (PRINCIPAL FINANCIAL AND
                                               ACCOUNTING OFFICER)




























                                     II-2                                -14-






 EXHIBIT 11

				STERLING SUGARS, INC.
                         COMPUTATION OF EARNINGS PER SHARE

                                                 Nine Months Ended April 30
                                                 --------------------------
                                                      2004         2003
                                                 ------------- ------------
 Primary
  Income (Loss)                                   $ 3,238,545  $ ( 583,099)
                                                  ============ ============

 Shares
  Weighted average number of common
  shares outstanding                                2,500,000    2,500,000
                                                    ----------   ----------
  Primary earnings (loss) per share                     $1.30    $    (.23)
                                                    ==========   ==========


EXHIBIT 31.1


                                CERTIFICATIONS

 I, Craig P. Caillier, certify that:
  1.    I have reviewed this quarterly report on Form 10-Q of Sterling Sugars,
         Inc.;

  2.    Based on my knowledge, this report does not contain any untrue
  statement of a material fact or omit to state a material fact necessary to
  make the statements made, in light of the circumstances under which such
  statements were made, not misleading with respect to the period covered by
  this report;

  3.    Based on my knowledge, the financial statements, and other financial
  information included in this report, fairly present in all material
  respects the financial condition, results of operations and cash flows of
  the registrant as of, and for, the periods presented in this report.

  4.    The registrant's other certifying officer and I are responsible for
  establishing and maintaining disclosure controls and procedures (as defined
  in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a) Designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our
        supervision, to ensure that material information relating to the
        registrant, including its consolidated subsidiaries, is made known to
        us by others within those entities, particularly during the period in
        which this report if being prepared;

     b) Evaluated the effectiveness of the restrant's disclosure controls and
        procedures and presented in this report our conclusions about the
        effectiveness of the disclosure controls and procedures, as of the
        end of the period covered by this report based on such evaluation;
        and
                                                                         -15-







     c) Disclosed in this report any change in the registrant's internal
        control over financial reporting that occurred during the registrant's
        most recent fiscal quarter (the registrant's fourth fiscal quarter in
        the case of an annual report) that has materially affected, or is
        reasonably likely to materially affect, the registrant's internal
        control over financial reporting; and

  5. The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting,
     to the registrant's auditors and the audit committee of the registrant's
     board of directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or
        operation of internal control over financial reporting which are
        reasonably likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        control over financial reporting.

  Date: June 11, 2004
       ----------------
  /s/ Craig P. Caillier
  ----------------------
  Craig P. Caillier
  President and Chief Executive Officer


EXHIBIT 31.2

 I, Stanley H. Pipes, certify that:
   1.  I have reviewed this quarterly report on Form 10-Q of Sterling Sugars,
       Inc.;

   2.  Based on my knowledge, this report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary
   to make the statements made, in light of the circumstances under which
   such statements were made, not misleading with respect to the period
   covered by this report;

   3.  Based on my knowledge, the financial statements, and other financial
   information included in this report, fairly present in all material
   respects the financial condition, results of operations and cash flows of
   the registrant as of, and for, the periods presented in this report.

   4.   The registrant's other certifying officer and I are responsible for
  establishing and maintaining disclosure controls and procedures (as defined
  in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a) Designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our
        supervision, to ensure that material information relating to the
        registrant, including its consolidated subsidiaries, is made known to
        us by others within those entities, particularly during the period in
        which this report if being prepared;


                                                                         -16-






     b) Evaluated the effectiveness of the restrant's disclosure controls and
        procedures and presented in this report our conclusions about the
        effectiveness of the disclosure controls and procedures, as of the
        end of the period covered by this report based on such evaluation; and

     c) Disclosed in this report any change in the registrant's internal
        control over financial reporting that occurred during the registrant's
        most recent fiscal quarter (the registrant's fourth fiscal quarter in
        the case of an annual report) that has materially affected, or is
        reasonably likely to materially affect, the registrant's internal
        control over financial reporting; and

   5.  The registrant's other certifying officer and I have disclosed, based
       on our most recent evaluation of internal control over financial
       reporting, to the registrant's auditors and the audit committee of the
       registrant's board of directors (or persons performing the equivalent
       functions):

     a) All significant deficiencies and material weaknesses in the design or
        operation of internal control over financial reporting which are
        reasonably likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        control over financial reporting.

  Date: June 11, 2004
        -----------------

        /s/ Stanley H. Pipes
        --------------------
        Stanley H. Pipes
        Vice President and Treasurer
       (Principal Financial and Accounting Officer)
























                                                                         -17-






EXHIBIT 32.1


                          CERTIFICATION PURSUANT TO
                           18 U.S.C. SECTION 1350,
                           AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

       In connection with the Quarterly Report of Sterling Sugars, Inc.
  (the "Company") on Form 10-Q for the nine months ending April 30, 2004 as
  filed with the Securities and Exchange Commission on the date hereof
  (the "Report"), I, Craig P. Caillier, President and Chief Executive Officer
  of the Company, and I, Stanley H. Pipes, Vice President and Treasurer of
  the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

       (1)  The Report fully complies with the requirements of section 13(a)
  or 15(d) of the Securities Exchange Act of 1934; and

       (2)  The information contained in the Report fairly presents, in all
  material respects, the financial condition and results of operations of the
  Company.



                                       /s/ Craig P. Caillier
  Date: June 11, 2004                  ---------------------
        -------------                  Craig P. Caillier
                                       President and Chief Executive Officer

  Date: June 11, 2004                 /s/ Stanley H. Pipes
        -------------                 ---------------------
                                       Stanley H. Pipes
                                       Vice President & Treasurer
























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