8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):   December 19, 2003

CAL-MAINE FOODS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-04892	64-0500378
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3320 Woodrow Wilson Avenue, Jackson, MS	39207
(Address of Principal Executive Office)	(Zip Code)

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

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibits. The following exhibit is furnished herewith:

99.1 Press Release issued by the Registrant on December 19, 2003.

Item 12. Results of Operations and Financial Condition

        On December 19, 2003, the Registrant issued a press release announcing its financial results for the quarter ended November 29, 2003. A copy of the Registrant’s press release is attached as Exhibit 99.1 to this Current Report.

SIGNATURES

        Pursuant to the requirements 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.

	CAL-MAINE FOODS, INC.
	(Registrant)
Date:   December 20, 2003	By:	/s/  Charles F. Collins
		Charles F. Collins Vice President and Controller

EX-99.1

Contact: Fred Adams, Jr.
Chairman and CEO
(601) 948-6813

CAL-MAINE FOODS REPORTS SECOND QUARTER 2004 RESULTS

JACKSON, Miss. (December 19, 2003) - -- Cal-Maine Foods, Inc. (NASDAQ/NM: CALM) today reported results for the second quarter and six months ended November 29, 2003.

        Net sales for the second quarter of fiscal 2004 were $149.9 million compared with net sales of $95.0 million for the same quarter of fiscal 2003. The Company reported net income of $17.6 million, or $1.49 per basic share, for the second quarter of fiscal 2004 compared with net income of $2.0 million, or $0.17 per basic share, for the same quarter a year ago. During the second quarter, the Company recorded a charge of $0.57 per share against second quarter earnings for stock compensation. This charge was in connection with the Company’s outstanding stock options and the related tandem stock appreciation rights. The portion of the charge related to the stock options, $5.3 million, is non-cash and the corresponding liability will be converted to equity at the time of exercise.

        For the first six months of fiscal 2004, net sales were $264.3 million compared with $177.2 million for the prior-year period. The Company reported net income of $25.4 million, or $2.15 per basic share, for the first six months of fiscal 2004 compared with net income of $300,000, or $0.03 per basic share, for the year-earlier period.

        Fred Adams, Jr., chairman and chief executive officer of Cal-Maine Foods, Inc., stated, “The Company’s much improved financial performance is a reflection of very strong demand for eggs during the past six months. The higher demand resulted from favorable publicity about eggs from the medical community and increased usage of eggs in the high-protein diets that are currently popular. All of our facilities and all of our employees are running efficiently and at maximum capacity. The near term outlook is favorable with continued strong demand for eggs.”

        Cal-Maine Foods, Inc. is primarily engaged in the production, grading, packing and sale of fresh shell eggs. The Company, which is headquartered in Jackson, Mississippi, currently is the largest producer and distributor of fresh shell eggs in the United States and sells the majority of its shell eggs in approximately 26 states across the southwestern, southeastern, mid-western and mid-Atlantic regions of the United States.

        Statements contained in this press release that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties (contained in the Company’s SEC filings) that could cause actual results to differ materially from those projected. SEC filings may be obtained from the SEC or by contacting the Company.

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CAL-MAINE FOODS, INC.	POST OFFICE BOX 2960	•	JACKSON, MISSISSIPPI 39207
	PHONE 601-948-6813		FAX 601-969-0905

CALM Reports Second Quarter 2004 Results
Page 2
December 19, 2003

CAL-MAINE FOODS, INC. AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS
(Unaudited)
(In thousands, except per share amounts)

	13 Weeks Ended				26 Weeks Ended
	Nov. 29, 2003		Nov. 30, 2002		Nov. 29, 2003		Nov. 30, 2002
Net sales	$	149,948	$	94,984	$	264,324	$	177,202
Gross profit		50,778		15,355		77,453		25,426
Operating income		27,602		5,079		41,022		4,594
Income before income taxes		27,508		3,116		39,707		464
Net income	$	17,605	$	2,009	$	25,376	$	297
Net income per common share:
Basic	$	1.49	$	0.17	$	2.15	$	0.03
Diluted	$	1.45	$	0.17	$	2.10	$	0.03
Weighted average shares outstanding:
Basic		11,816		11,764		11,797		11,764
Diluted		12,178		11,813		12,106		11,836
Book value per share outstanding	$	7.82	$	4.63	$	7.82	$	4.63

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