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 and Exchange Act of 1934

Date of Report (Date of earliest event reported): December 27, 2004

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

Delaware	000-04892	64-0500378
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation)		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

Not Applicable
_______________________________________________________________
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[__]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[__]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[__]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[__]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

        On December 27, 2004, the Registrant issued a press release announcing its financial results for the quarter ended November 27, 2004. A copy of the Registrant’s press release is attached as Exhibit 99.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits.

(a)     Financial Statements of Business Acquired.

      None.

(b)     Pro Forma Financial Information.

      None.

(c)     Exhibits.

The following exhibit is furnished herewith:

        Exhibit 99.1 Press Release issued by the Registrant on December 27, 2004.

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)
Dated:  December 27, 2004	By: /s/ Charles F. Collins                      Charles F. Collins       Vice President and Controller

EX-99

EXHIBIT 99.1

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

CAL-MAINE FOODS REPORTS SECOND QUARTER 2005 RESULTS

JACKSON, Miss. (December 27, 2004) — Cal-Maine Foods, Inc. (NASDAQ/NM:CALM) today reported results for the second quarter and six months ended November 27, 2004.

        Net sales for the second quarter of fiscal 2005 were $90.7 million compared with net sales of $149.9 million for the same quarter of fiscal 2004. The Company reported a net loss of $5.3 million, or $0.23 per basic share, for the second quarter of fiscal 2005 compared with net income of $17.6 million, or $0.75 per basic share, for the same quarter a year ago.

        For the first six months of fiscal 2005, net sales were $192.7 million compared with $264.3 million for the prior-year period. The Company reported a net loss of $6.2 million, or $0.26 per basic share, for the first six months of fiscal 2005 compared with net income of $25.4 million, or $1.08 per basic share, for the year-earlier period.

        Fred Adams, Jr., chairman and chief executive officer of Cal-Maine Foods, Inc., stated, “The poor financial results for the second quarter and the six months ended November 27, 2004, were due primarily to substantially lower egg prices, which are determined by supply and demand. During the past six months, the egg industry has produced approximately 2.5% more eggs than in the previous year. Egg demand was down slightly from last year, partly because high-protein diets are not as popular. This relatively small change in the balance between supply and demand resulted in the large reduction in egg selling prices.

        “Because of good profit margins over the past year or so, the egg industry in general has been producing at maximum capacity and several new production facilities have come on line. Now that egg prices have dropped, production levels will likely be reduced. Feed costs, which also had an impact on our profitability, are beginning to look more favorable. Growers in the U.S. and throughout the world produced a bumper crop of corn and soybeans, two items that are key feed ingredients. As a result, in the months ahead, we are confident that feed costs will be lower than they have been in the past year.

        “Our management team is working hard and performing well. Egg demand has been good thus far in the holiday season, and we hope to regain some momentum as our fiscal year progresses,” Adams concluded.

        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 28 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.

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

CALM Reports Second Quarter 2005 Results
Page 2
December 27, 2004

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

	13 Weeks Ended					26 Weeks Ended
	Nov. 27,			Nov. 29,		Nov. 27,			Nov. 29,
	2004			2003		2004			2003
Net sales	$	90,730		$	149,948	$	192,747		$	264,324
Gross profit		4,986			50,778		15,667			77,453
Operating income (loss)		(7,444	)		27,602		(8,424	)		41,022
Income (loss) before income taxes		(8,412	)		27,508		(9,809	)		39,707
Net income (loss)	$	(5,342	)	$	17,605	$	(6,229	)	$	25,376
Net income (loss) per common share:
Basic	$	(0.23	)	$	0.75	$	(0.26	)	$	1.08
Diluted	$	(0.23	)	$	0.73	$	(0.26	)	$	1.05
Weighted average shares outstanding:
Basic		23,737			23,632		23,951			23,594
Diluted		23,737			24,356		23,951			24,212

Since August 5, 2004, the Company has repurchased 562,503 shares of its common stock pursuant to a stock repurchase plan authorizing the repurchase of up to 2,000,000 shares.

SUMMARY BALANCE SHEET
(Unaudited)
(In thousands, except per share amounts)

		Nov. 27,	May 29,
	2004		2004
ASSETS
Cash and cash equivalents		$  58,574	$  72,981
Receivables		34,899	27,367
Inventories		48,330	49,896
Other		1,237	1,695
Current assets		143,040	151,939
Fixed assets (net)		129,273	132,058
Other assets		17,535	17,562
Total Assets		$289,848	$301,559
LIABILITIES AND SHAREHOLDERS' EQUITY
Current portion of long-term debt		$    9,598	$    9,597
Accounts payable		26,647	21,507
Other current liabilities		18,278	17,856
Current deferred income taxes		9,640	10,030
Current liabilities		64,163	58,990
Deferred taxes and liabilities		22,780	21,970
Long-term debt		75,481	80,434
Shareholders' equity		127,424	140,165
Total liabilities and shareholders' equity		$289,848	$301,559