8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

CURRENT REPORT

FORM 8-K/A No. 1

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

Date of Report (Date of Earliest Event Reported): October 12, 2005

Cal-Maine Foods, Inc.
(Exact name of registrant as specified in its charter)

Delaware	000-04892	64-0500378
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

3320 Woodrow Wilson Avenue
Jackson, MS 39207
(Address of principal executive offices (zip code))

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

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 (see General Instruction A.2 below):

[   ] 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 240.13d- 4(c))

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

	By:	/s/ Fred R. Adams, Jr.
		Fred R. Adams, Jr.
		Chairman of the Board and
		Chief Executive Officer
Date:  December 27, 2005

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 12, 2005, Cal-Maine Foods, Inc. (the “Company”, “we”, or “our”) completed the acquisition of 51% of the outstanding Membership Interests in Hillandale, LLC (“Hillandale”) for $27 million as contemplated by an Agreement to Form a Limited Liability Company, Transfer Assets Thereto, and Purchase Units of Membership Therein, dated July 28, 2005 (the “Agreement”) with Hillandale Farms of Florida, Inc. and Hillandale Farms, Inc. (collectively, “Hillandale Companies”) and the shareholders of Hillandale Companies. Pursuant to the terms of the Agreement, we will purchase the remaining 49% of the Units of Membership of Hillandale for $25.9 million in essentially equal annual installments over a four-year period, with the purchase price for the units adjusted for changes in their book value as calculated in accordance with the terms of the Agreement. In connection with the acquisition, the Company obtained a $28 million term loan from Metropolitan Life Insurance Company secured by certain property, plant and equipment of Hillandale.

The Company accounted for the acquisition as a purchase using the accounting standards established in Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations”. Accordingly, the purchase price for 51% of the outstanding Membership Interests along with the present value of the estimated fair value of the Company’s obligation to purchase the remaining 49% was allocated based upon the fair value of the assets acquired and liabilities assumed.

The Company gained effective control of the Hillandale operations upon signing of the Agreement. Accordingly, the acquisition date for accounting purposes is July 28, 2005. The operations of Hillandale were consolidated with the Company’s operations beginning July 29, 2005. Because all of the information to close the accounting records of Hillandale was not available for the Company’s first quarter ended August 27, 2005, the financial statements of Hillandale were included in the Company’s consolidated financial statements beginning in the second fiscal quarter of 2006.

We reported our entry into the Agreement in our Current Report on Form 8-K dated July 28, 2005, and the completion of the acquisition of 51% of the Members’ Interest in Hillandale in our Current Report on Form 8-K dated October 12, 2005.

1

Item 9.01 Financial Statements and Exhibits.

        The Company hereby amends its Item 9.01 of its Current Report on Form 8-K dated October 12, 2005, to file the Financial Statements and Exhibits of the Company related to the acquisition of Hillandale and to file the required pro forma financial information. It was not possible to provide the Financial Statements and Exhibits contained in this Form 8-K/A at the time the Company filed its Current Report on Form 8-K dated October 12, 2005.

(a) Financial statements of business acquired.

Financial Statements of Hillandale Farms, Inc.

• Audited financial statements for the fiscal years ended July 2, 2005, June 26, 2004, and June 28, 2003.

• Unaudited financial statements for the four weeks ended July 30, 2005 and the fourteen weeks ended October 2, 2004.

Financial Statements of Hillandale Farms of Florida, Inc.

• Audited financial statements for the fiscal years ended July 2, 2005, June 26, 2004, and June 28, 2003.

• Unaudited financial statements for the four weeks ended July 30, 2005 and the fourteen weeks ended October 2, 2004.

Financial Statements of Hillandale, LLC

• Unaudited financial statements of Hillandale, LLC for the eight weeks ended September 24, 2005.

(b) Pro forma financial information.

Unaudited pro forma consolidated balance sheet as of the Company’s first quarter ended August 27, 2005 and the consolidated unaudited pro forma statements of operations for the year ended May 28, 2005 and for the thirteen weeks ended August 27, 2005

2

(c) Exhibits

23.1 Consent of Independent Auditors

99.1 Audited Financial Statements of Hillandale Farms, Inc. for the fiscal years ended July 2, 2005, June 26, 2004, and June 28, 2003.

99.2 Audited Financial Statements of Hillandale Farms of Florida, Inc. for the fiscal years ended July 2, 2005, June 26, 2004, and June 28, 2003.

99.3 Unaudited Financial Statements of Hillandale Farms, Inc. for the four weeks ended July 30, 2005 and the fourteen weeks ended October 2, 2004.

99.4 Unaudited Financial Statements of Hillandale Farms of Florida, Inc. for the four weeks ended July 30, 2005 and the fourteen weeks ended October 2, 2004

99.5 Unaudited Financial Statements of Hillandale, LLC for the eight weeks ended September 24, 2005

99.6 Unaudited Pro Forma Consolidated Balance Sheet as of Company’s first quarter ended August 27, 2005 and the Unaudited Pro Forma Consolidated Statements of Operations for the year ended May 28, 2005 and for the thirteen weeks ended August 27, 2005

3

EX-23.1

Exhibit 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 333-114638) of Cal-Maine Foods, Inc. and in the related Prospectus, the Registration Statement (Form S-8 No. 333-20169) pertaining to the Cal-Maine Foods, Inc. 1993 Stock Option Plan, and the Registration Statement (Form S-8 No. 333-29940) pertaining to the Cal-Maine Foods, Inc. 1999 Stock Option Plan of our report dated September 6, 2005, with respect to the financial statements of Hillandale Farms, Inc. and of our report dated August 24, 2005, with respect to the financial statements of Hillandale Farms of Fla., Inc. included in this Current Report on Form 8-K/A of Cal Maine Foods, Inc. filed with the Securities and Exchange Commission.

/s/ Douglas, Douglas, Farnsworth

Orange Park, Florida
December 27, 2005

EX-99.1

Exhibit 99.1

2005
Financial Statements
and Independent Auditors’ Report

Hillandale Farms, Inc.
Lake City, Florida

Table of Contents

Independent Auditors’ Report	1
Balance Sheets	2
Statements of Income	4
Statements of Retained Earnings	5
Statements of Cash Flows	6
Notes to Financial Statements	8

Independent Auditors’ Report

To the Stockholders
Hillandale Farms, Inc.
Lake City, Florida

We have audited the accompanying balance sheets of Hillandale Farms, Inc., as of July 2, 2005 and June 26, 2004, and the related statements of income, retained earnings, and cash flows for the fiscal years ended July 2, 2005, June 26, 2004, and June 28, 2003. These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hillandale Farms, Inc., as of July 2, 2005 and June 26, 2004, and the results of its operations and its cash flows for each of the fiscal years ended July 2, 2005, June 26, 2004, and June 28, 2003 in conformity with accounting principles generally accepted in the United States of America.

/s/ Douglas, Douglas, Farnsworth

September 6, 2005

Balance Sheets
July 2, 2005 and June 26, 2004
Hillandale Farms, Inc.
Lake City, Florida

The accompanying “Notes to Financial Statements”,
are an integral part of these statements.

2

Balance Sheets
July 2, 2005 and June 26, 2004
Hillandale Farms, Inc.
Lake City, Florida
(Concluded)

The accompanying “Notes to Financial Statements”,
are an integral part of these statements.

3

Statements of Income
For the Fiscal Years Ended July 2, 2005, June 26, 2004 and June 28, 2003
Hillandale Farms, Inc.
Lake City, Florida

The accompanying “Notes to Financial Statements”,
are an integral part of these statements.

4

Statements of Retained Earnings
For the Fiscal Years Ended July 2, 2005, June 26, 2004 and June 28, 2003
Hillandale Farms, Inc.
Lake City, Florida

The accompanying “Notes to Financial Statements”,
are an integral part of these statements.

5

Statements of Cash flows
For the Fiscal Years Ended July 2, 2005, June 26, 2004 and June 28, 2003
Hillandale Farms, Inc.
Lake City, Florida

The accompanying “Notes to Financial Statements”,
are an integral part of these statements.

6

Statements of Cash flows
For the Fiscal Years Ended July 2, 2005, June 26, 2004 and June 28, 2003
Hillandale Farms, Inc.
Lake City, Florida
(Concluded)

The accompanying “Notes to Financial Statements”,
are an integral part of these statements.

7

Notes to Financial Statements
Hillandale Farms, Inc.
Lake City, Florida

Note 1 — Summary of Significant Accounting Policies

Business and credit risk concentrations

Hillandale Farms, Inc. (the Corporation), produces and sells chicken eggs to wholesale distributors and retail stores. The Corporation operates throughout Florida, southern Alabama, Georgia, Mississippi and Louisiana. The Corporation also acts as a distributor of meat, dairy, seafood and juices in south Florida with this distribution business representing approximately .7%, 1.0%, and 1.0% of total sales, respectively.

The following customers; comprised a majority of the Corporation’s sales. The percentages for these customers are noted below:

Customer	FY 2004/2005	FY 2003/2004	FY 2002/2003
Sam’s Club/Walmart	36.0%	27.4%	23.2%
Publix	22.0%	21.2%	23.6%
Winn Dixie	7.4%	7.4%	6.7%
Total	65.4%	56.0%	53.5%

Credit is extended to retail food outlets and various other customer accounts throughout Florida and regions of Georgia, Alabama, Mississippi and Louisiana. The Corporation’s customer accounts are generally not secured by collateral.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and to disclose contingent assets and liabilities. Actual results could differ from these estimates.

Fiscal year

The Corporation’s fiscal year ends on the last Saturday nearest to June 30. This practice results in a 52-week or 53-week fiscal year.

Common ownership

The Corporation, Hillandale Farms of Fla., Inc. and Columbia Grain & Ingredients, Inc., are owned and operated by a common group of stockholders. The existence of such common control could result in operating results or financial position of the Corporation that differ from those that would have been obtained if the entities were autonomous.

Cash equivalents

For purposes of the statement of cash flows, the Corporation considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Accounts receivable

Accounts receivable at July 2, 2005 and June 26, 2004 were reported net of an allowance for uncollectible accounts in the amount of $374,888 and $94,719, respectively.

8

Notes to Financial Statements
Hillandale Farms, Inc.
Lake City, Florida
(Continued)

Note 1 — Summary of Significant Accounting Policies (concluded)

Allowance for doubtful accounts

In the normal course of business, we extend credit to our customers on a short-term basis. Although credit risks associated with our customers are considered minimal, we routinely review our accounts receivable balances and make provisions for probable doubtful accounts. In circumstances where management is aware of a specific customer’s inability to meet its financial obligations to us (e.g. bankruptcy filings), a specific reserve is recorded to reduce the receivable to the amount expected to be collected. For all other customers, we recognize reserves for bad debts based on the length of time the receivables are past due, generally 100% for amounts more than 90 days past due.

Inventory

Inventories consist of depreciable chicken layers, eggs, feed, pullets, juice, meat, dairy, seafood and operating supplies. The feed, juice, meat, dairy, seafood and operating supplies are stated at the lower of cost, determined by the first-in, first-out method (FIFO), or market. The birds are carried at the accumulated cost until maturity. The cost associated with layers, consisting principally of pullet production costs, feed, labor, contractor payments and overhead costs, are accumulated during a growing period of approximately eighteen weeks.

The Corporation depreciates layers during the first egg laying period using the straight line method over forty-eight weeks. Approximately, seventy-five percent of the costs are depreciated during the first egg laying period. The chickens are usually molted once for four weeks. The Corporation then depreciates the remaining twenty-five percent of the costs over twenty to twenty-six weeks.

Egg inventories produced by the Corporation are stated at net realizable value, in accordance with established industry practice. Under this method, costs to complete — including direct costs, production overhead, and costs of disposal — are estimated and deducted from the anticipated sales price. Eggs purchased from contract growers and outside suppliers that have not been processed and graded by the Corporation are stated at cost.

Property, plant and equipment

Property, plant and equipment are carried at cost and depreciated over the estimated useful lives. Buildings and improvements are depreciated on a straight-line basis over three to thirty-two years. Machinery and equipment are depreciated on a straight-line basis over three to fifteen years.

Revenue recognition

Revenue is recognized when products are shipped to customers.

Income taxes

The Corporation is an S corporation for income tax purposes. As a result, the stockholders will report their prorata shares of corporate income on their federal individual tax returns. The corporation files a composite income tax return and pays the income taxes on behalf of the stockholders for the income earned in the states of Alabama, Georgia, Mississippi and Louisiana. Accordingly, no provision is made for income taxes in the financial statements. However, the stockholders have elected to pay their State of Florida intangible taxes and State of Alabama franchise taxes through the Corporation. Intangible taxes and franchise taxes are calculated based on the estimated value of common stock and property and equipment at the end of the calendar year.

9

Notes to Financial Statements
Hillandale Farms, Inc.
Lake City, Florida
(Continued)

Note 2 — Related Party Transactions

Hillandale Farms of Fla., Inc.

The Corporation purchased $35.7 million, $37.8 million, and $29.9 million in feed from Hillandale Farms of Fla., Inc., for the years ended July 2, 2005, June 26, 2004, and June 28, 2003, respectively.

At July 2, 2005, trade notes receivable from and payable to Hillandale Farms of Fla., Inc. were $1.84 million and $1.868 million, respectively. At June 26, 2004, trade notes receivable from and payable to Hillandale Farms of Fla., Inc., were $3.0 million and $1.78 million, respectively.

Columbia Grain & Ingredients, Inc.

The feed purchased by the Corporation was manufactured by Hillandale Farms of Fla., Inc. Hillandale Farms of Fla., Inc. purchased most of the feed ingredients from Columbia Grain & Ingredients, Inc. Columbia Grain & Ingredients, Inc. is owned by the same shareholders that own the Corporation. The potential financial impact on Hillandale Farms, Inc. had the related parties been autonomous, has not been determined.

Pullet grower contracts

The Corporation entered into contracts with businesses at least partly owned by stockholders or immediate family members of stockholders. The businesses were paid for growing pullets in a manner similar to outside contract growers. The total payments to the businesses for the fiscal years ending July 2, 2005, June 26, 2004, and June 28, 2003, were approximately $508,000, $495,000, and $519,000, respectively.

Other related party activity

The Corporation sold approximately $1.57 million, $3.18 million, and $1.39 million in eggs and other products to other related party businesses for the fiscal years ended July 2, 2005, June 26, 2004, and June 28, 2003, respectively. In addition, the Corporation purchased $5.98 million, $4.96 million, and $3.34 million in eggs from other related party businesses for the fiscal years ended July 2, 2005, June 26, 2004, and June 28, 2003, respectively.

Note 3 — Inventory

The inventory at July 2, 2005 and June 26, 2004, was composed of:

	2005		2004
Depreciable layers, net	$	5,736,996	$	6,690,707
Feed and ingredients		305,529		404,623
Pullets and breeders		2,930,963		3,753,935
Eggs		681,816		1,033,944
Packaging materials		719,441		549,805
Operating supplies		154,141		101,138
Miscellaneous		72,713		101,753
Total	$	10,601,599	$	12,635,905

10

Notes to Financial Statements
Hillandale Farms, Inc.
Lake City, Florida
(Continued)

Note 4 — Property, Plant and Equipment

Following is a summary of property, plant and equipment at July 2, 2005 and June 26, 2004.

	2005			2004
Land	$	726,071		$	698,057
Buildings and improvements		11,874,442			10,862,425
Machinery and equipment		26,311,791			24,557,660
Construction in progress		756,330			551,993
Subtotal		39,668,634			36,670,135
Less: Accumulated depreciation		(23,956,720	)		(21,760,670	)
Property, plant and equipment, net	$	15,711,914		$	14,909,465

Depreciation expense relating to plant and equipment included in operating expenses for 2005, 2004, and 2003 was $2.66 million, $2.68 million, and $2.60 million, respectively.

Note 5 — Investments in Common Stock

American Egg Products, Inc.

The Corporation had a 27.5% ownership interest in American Egg Products, Inc. (AEP), in fiscal years ended July 2, 2005, June 26, 2004, and June 28, 2003. The equity investment is not marketable. The investment was recorded using the equity method of accounting. The Corporation sold approximately $850 thousand, $2.3 million, and $1.21 million in shell eggs to AEP for the fiscal years ended July 2, 2005, June 26, 2004, and June 28, 2003, respectively.

AEP’s condensed financial information, as of June 25, 2005 and June 26, 2004, is hereafter presented. AEP’s fiscal year end is the last Saturday in December. The following financial information is for the six months ended June 25, 2005 and June 26, 2004 (in thousands). For the fiscal year ended June 28, 2003; AEP’s fiscal year end was the last Saturday in February. The following financial information for 2003 is for the four months ended June 28, 2003 (in thousands).

	2005			2004		2003
Assets	$	4,334		$	8,094	$	6,872
Liabilities		343			1,004		2,227
Stockholders' equity		3,991			7,090		4,645
Sales		7,495			15,191		5,065
Expenses		8,147			12,648		4,813
Other income		6			49		60
Net income (loss)		(646	)		2,592		312

The other owners of AEP and their percentages of ownership are as follows:

Cal-Maine Foods	44.0	%
Tampa Farms	12.9	%
Zephyr Egg	12.6	%
Cypress Foods	2.5	%
Foodonics	.5	%

10

Notes to Financial Statements
Hillandale Farms, Inc.
Lake City, Florida
(Continued)

Note 5 — Investments in Common Stock (concluded)

Hillandale Farms, LLC

The Corporation had a 50% ownership interest in Hillandale Farms, LLC (the LLC), at July 2, 2005. The remaining 50% of this entity is owned by Cypress Food Management Group, Inc. Hillandale Farms, LLC operates one egg processing plant in central Florida. The equity investment is not marketable. The investment was recorded using the equity method of accounting. The Corporation sold approximately $537 thousand in shell eggs to the LLC for the fiscal year ended July 2, 2005.

Hillandale Farms, LLC’s condensed financial information, as of July 2, 2005 is hereafter presented. The LLC’s fiscal year end is December 31st. The following financial information is for the period ending July 2, 2005 (in thousands).

	2005
Assets	$	7,071
Liabilities		8,679
Stockholders’ equity (deficit)		(1,608	)
Sales		4,847
Expenses		8,210
Other expenses		137
Net loss		(3,500	)

Note 6 — Notes Receivable

A summary of notes receivable at July 2, 2005 and June 26, 2004 follows:

	2005			2004
The notes receivable from stockholders, that are due
on demand, unsecured, and the interest is paid monthly
at LIBOR plus 2.5%	$	449,475		$	1,519,475
Note receivable from Hillandale Farms of Fla., Inc. (a
related party), is due thirteen months after demand is
made and is unsecured. Interest is paid monthly at
LIBOR plus 2.5%		3,341,695			3,000,000
The notes receivable from individuals and one
business, all but one note is secured. The average
interest rate on the notes is 7.0%		155,573			117,365
Total		3,946,743			4,636,840
Less current portion		(605,048	)		(1,530,449	)
Total long-term portion	$	3,341,695		$	3,106,391

11

Notes to Financial Statements
Hillandale Farms, Inc.
Lake City, Florida
(Continued)

Note 7 — Short-Term Notes Payable

The Corporation’s prime borrowing rate at July 2, 2005 and June 26, 2004 was 6.25% and 4.00%, respectively. A summary of notes payable at July 2, 2005 and June 26, 2004 follows:

	2005		2004
Note payable (Line of Credit) to Farm Credit of North
and Central Florida; collateralized by accounts
receivable and inventory; due on demand, interest at
LIBOR plus 2.5%	$	6,410,000	$	--
Trade note payable to Hillandale Farms of Fla., Inc.;
unsecured, due on demand, interest at LIBOR plus
2.5%		--		1,778,872
Note payable (Line of Credit) to Mercantile Bank;
collateralized by money market account; due in October
2005, interest at LIBOR plus 3.75%		3,000,000		--
Unsecured note payable to individual; due on demand,
interest at prime less 1% paid monthly		100,000		100,000
Total	$	9,510,000	$	1,878,872

Note 8 — Long-Term Debt

The Corporation entered into loans that charge interest based on the London Interbank Offered Rate (LIBOR). The LIBOR twelve month rate as of July 2, 2005 and June 26, 2004 was 4.00% and 2.50%, respectively. A summary of long-term debt at July 2, 2005 and June 26, 2004 follows:

	2005		2004
Note payable to Farm Credit of North Florida;
collateralized by the Bushnell, Mascotte and Canoe
Creek layer complexes and the Columbia Grain and
Ingredients, Inc. facility; payable $48,978 monthly,
including interest at LIBOR plus 2.5% through June 2010	$	2,548,725	$	2,988,352
Note payable to Farm Credit of North Florida;
collateralized by Bushnell, Mascotte and Canoe Creek
layer complexes and the Columbia Grain & Ingredients,
Inc. facility; payable $31,730 monthly including interest
at LIBOR plus 2.5% though January 2008		2,111,062		2,357,091
Notes payable to Fifth Third Bank is collateralized by
equipment; payable $25,349 monthly plus interest at
LIBOR plus 1.75% through February 2009		1,115,344		1,419,529
Notes payable to Fifth Third Bank is collateralized by
equipment; payable $34,152 monthly plus interest at
LIBOR plus 1.75% through February 2007		588,328		998,153

12

Notes to Financial Statements
Hillandale Farms, Inc.
Lake City, Florida
(Continued)

Note 8 — Long-Term Debt (continued)

Trade note payable to Hillandale Farms of Fla., Inc.;
unsecured, due thirteen months after demand, interest
at LIBOR plus 2.5%	$	1,867,789		$	--
Note payable to Farm Credit of North Florida, with
interest at 7.75%. Principal and interest due and
payable in monthly installments of $36,028 continuing
until May, 2006, when the unpaid principal and interest
shall be due and payable. The term note is
collateralized by security instruments on inventory,
accounts receivable, equipment and land located in
Lake and Osceola Counties, Florida, and a voluntary
advance conditional payment account		347,802			736,661
Notes payable to Mercantile Bank is collateralized by
equipment; payable $18,934 monthly plus interest at
the prime rate less .5% through June 2007		244,393			471,573
Note payable to Fifth Third Bank is collateralized by
equipment; payable $7,193 monthly plus interest at
LIBOR plus 1.75% through May 2008		244,556			330,869
Notes payable to Mercantile Bank is collateralized by
equipment; payable $9,568 monthly plus interest at
prime rate less .5% through June 2010		383,317			--
Notes payable to Mercantile Bank is collateralized by
equipment; payable $7,114 monthly plus interest at the
prime rate less .5% through October 2004		--			20,372
Notes payable to Mercantile Bank collateralized by
equipment; payable $2,765 monthly plus interest at
prime less .5% through December 2007		32,456			65,633
Notes payable to an officer, due thirteen months after
demand is made. The interest rate is at prime less 1%		309,367			309,367
Notes payable to Mercantile Bank is collateralized by
equipment; payable $4,240 monthly plus interest
through October 2007 at prime less .5%		132,058			182,124
Subtotal		9,925,197			9,879,724
Less current portion		(2,238,190	)		(4,327,349	)
Total long-term debt	$	7,687,007		$	5,552,375

13

Notes to Financial Statements
Hillandale Farms, Inc.
Lake City, Florida
(Continued)

Note 8 — Long-Term Debt (concluded)

The minimum future payments to meet debt service requirements on long-term debt are approximately:

2006	$	2,238,190
2007		3,766,755
2008		2,558,853
2009		756,277
2010		554,843
Thereafter		50,279
Total payments	$	9,925,197

Note 9 — Commitments and Contingent Liabilities

Notes payable — Farm Credit of North and Central Florida

The Corporation entered into loan, security and guaranty agreements in March, 1996 and June, 1997 with Farm Credit of North and Central Florida. The agreements state that Hillandale Farms, Inc. is contingently liable for Hillandale Farms of Fla., Inc.‘s loans. The loan balances on the books of Hillandale Farms of Fla., Inc. at July 2, 2005 and June 26, 2004 were $363 thousand and $697 thousand, respectively.

Columbia Grain & Ingredients, Inc. (a related party) entered into a note payable agreement in June 2001. The Corporation, Hillandale Farms of Fla., Inc. and the stockholders are contingently liable for this term loan. The term loan balance at July 2, 2005 and June 26, 2004 were $1.4 million and $1.7 million, respectively.

Hillandale Farms, LLC (a related party) entered into a note payable agreement during the fiscal year. The Corporation and one of the stockholders are contingently liable for this term loan. The term loan balance at July 2, 2005 was $3.0 million.

Also, under the provisions of the loan agreement with Farm Credit of North and Central Florida, the Corporation and Hillandale Farms of Fla., Inc. are required to maintain a working capital (as defined in the agreement) of at least $5.0 million. The Corporation and Hillandale Farms of Fla., Inc. are required to maintain an equity to asset ratio not less than .45 to 1. In addition, the Corporation cannot issue dividends unless the equity to asset ratio covenant is met after the dividend distribution.

At June 26, 2004 the Corporations combined equity to asset ratio .67, was in compliance with the loan agreement. The Corporations working capital of $23.8 million was in compliance with the loan requirement of $5.0 million as of June 26, 2004. At July 2, 2005 the Corporations combined net working capital and equity to asset ratio of $7.2 million and ..51, respectively, were in compliance with the loan agreement.

Lines of credit — Farm Credit of North and Central Florida

Hillandale Farms, Inc. and Hillandale Farms of Fla., Inc. are co-borrowers on a line of credit totaling $8.0 million. The line of credit is secured by accounts receivable and inventory owned by the Corporation and a voluntary advance conditional payment account. The lines of credit are due on demand and the variable interest rate at July 2, 2005 and June 26, 2004 were 5.75% and 3.75%, respectively. The stockholders and Columbia Grain & Ingredients, Inc. are also guarantors of the debt.

14

Notes to Financial Statements
Hillandale Farms, Inc.
Lake City, Florida
(Continued)

Note 9 — Commitments and Contingent Liabilities (concluded)

Capital lease – AmSouth Bank

On June 1, 1991, Hillandale Farms of Fla., Inc. entered into a capital lease agreement with the Industrial Development Board of Robertsdale, Alabama. The capital lease proceeds were used to construct an egg processing facility. The corporation and stockholders are guarantors of the debt. The capital lease obligation balances on the books of Hillandale Farms of Fla., Inc. at July 2, 2005 and June 26, 2004 were $92,250 and $153,750, respectively.

Notes payable — Mercantile Bank

The Corporation and Hillandale Farms of Fla., Inc. are co-borrowers on lines and letter of credit totaling $6.0 million as of July 2, 2005. The amount owed as of July 2, 2005 was $3.0 million, which is reported on the financial statements of Hillandale Farms, Inc. The line of credit is secured by an assignment of a money market account owned by the Corporation. The line of credit is due in October 2005 and has a variable interest rate of 3.75% at July 2, 2004. The stockholders and Columbia Grain & Ingredients, Inc. (related parties) have guaranteed payment of the debt.

Columbia Grain & Ingredients, Inc. secured notes payable with Mercantile Bank. The agreements state that Hillandale Farms of Fla., Inc., and Hillandale Farms, Inc., are contingently liable for the Corporation’s term loans. The term loan balances at July 2, 2005 and June 26, 2004 totaled, $449 thousand and $340 thousand, respectively.

Note 10 — Operating Leases

Related party lease agreements — farm property

The Corporation entered into lease agreements with Hillandale Farms of Fla., Inc. for the use of farm property. For the fiscal years ended July 2, 2005, June 26, 2004, and June 28, 2003, the Corporation expensed $1.06 million, $1.16 million, and $1.32 million for rent, respectively. In addition, the Corporation leased property from stockholders. For the fiscal years ended July 2, 2005, June 26, 2004, and June 28, 2003, the Corporation expensed $143,692, $173,600, and $173,600, respectively.

Commercial property lease

The Corporation entered into lease agreements for the use of commercial property. Lease expenses for the fiscal years ended July 2, 2005, June 26, 2004, and June 28, 2003, were $86,816, $85,767, and $82,561, respectively. The Corporation renewed the lease in June 2004 for another thirty-six months.

Related party lease agreement — chicken houses

In 2003, the Corporation entered into a ten-year lease agreement with a corporation owned by a stockholder. The lease agreement was entered into to obtain the use of eight chicken houses in Brooksville, Florida. The lessor spent approximately $3 million in improvements in order to upgrade the facilities.

The stockholder borrowed the funds necessary to make the improvements. During the ten year lease period, the Corporation is paying $10,000 per month plus the monthly mortgage payment owed by the stockholder’s corporation. The monthly mortgage payment ranges from $33,200 in 2004 to $24,500 in 2013. For the fiscal years ended July 2, 2005, June 26, 2004, and June 28, 2003, the Corporation expensed $529,571, $501,150, and $157,307, respectively.

15

Notes to Financial Statements
Hillandale Farms, Inc.
Lake City, Florida
(Continued)

Note 10 — Operating Leases (concluded)

The following is a schedule of future minimum lease payments for all operating leases:

2006	$	582,302
2007		563,962
2008		470,323
2009		459,514
2010		448,704
Thereafter		1,142,629
Total payments	$	3,667,434

Note 11 — Concentrations of Credit Risk Arising from Cash Deposits in Excess of Insured Limits

The Corporation maintains cash balances at several financial institutions located in northern Florida and southern Alabama. The total of all accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $100,000. At July 2, 2005 and June 26, 2004, the Corporation’s uninsured cash balances were approximately $1.4 million and $14.1 million, respectively.

Note 12 — Common Stock

On February 25, 1999, the Board of Directors amended the capital structure of the corporation. The Board of Directors established three classes of common stock, which they named A, B and C shares. The authorized number of these classes of A, B and C shares were 6, 9,988and 990,006, respectively, at July 2, 2005, June 26, 2004, and June 28, 2003. The par value of all stock is $0.01 per share. The number of outstanding shares at July 2, 2005, June 26, 2004, and June 28, 2003, were 6 A shares, 9,988B shares and 90,006C shares.

Each class of stock has different rights granted to them. Class A common stock shareholders are entitled to vote for the Board of Directors. Class B common stock shareholders can vote on all matters, except for the election of directors. Class C common stock shareholders do not have any voting privileges. The par value of stock issued at July 2, 2005, June 26, 2004, and June 28, 2003 are as follows:

A shares	$	.06
B shares		99.88
C shares		900.06
Total Common Stock	$	1,000.00

16

Notes to Financial Statements
Hillandale Farms, Inc.
Lake City, Florida
(Continued)

Note 13 — Contingent Liabilities

OSHA Fines and Penalties

In 2002, there was an accident at a feed mill operated by Hillandale Farms of Fla., Inc. As a result of the accident, an employee died. Subsequent to the accident, the Occupational Safety and Health Administration (OSHA) conducted a criminal and civil investigation of the feed mill and the events surrounding the accident. Hillandale Farms of Fla., Inc., a related party, was assessed fines and penalties of $257,600 as a result of the investigation. This matter was settled in August 2005 with the United States government. Hillandale Farms of Fla., Inc. accrued the fines and penalties at July 2, 2005 and subsequently paid them after the fiscal year end.

Hurricanes

In late summer of 2004, the states of Florida and Alabama were hit by four separate major hurricanes. These hurricanes caused damage to three egg processing facilities in Florida and one in southern Alabama. The Company had liability coverage to assist in the reconstruction and also for lost income. The Company received $403,000 in insurance proceeds to cover some of the losses. However, the Company was obligated to pay approximately $323,000 for replacement of property and equipment, which was not reimbursed.

Note 14 – Subsequent Events

Effective July 28, 2005, much of the balance sheet of the Corporation was transferred to a newly formed Limited Liability Company. The new entity is named Hillandale, LLC. Also, two of the four divisions of Hillandale Farms of Fla., Inc. were transferred to the new Limited Liability Company. A controlling majority of this newly formed entity will be sold to a public traded company, which is expected to be finalized in September 2005.

17

EX-99.3

Exhibit 99.3

Financial Statements
(Unaudited)

Hillandale Farms, Inc.

Table of Contents

Balance Sheet	1
Statements of Operations	3
Statement of Cash Flows	4
Notes to Financial Statements (Unaudited)	6

Balance Sheet
July 30, 2005
Hillandale Farms, Inc.

See accompanying notes.

1

Balance Sheet
July 30, 2005
Hillandale Farms, Inc.
(Concluded)

See accompanying notes.

2

Statements of Operations
For the Four Weeks and Fourteen Weeks Ended July 30, 2005 and October 2, 2004
Hillandale Farms, Inc.

See accompanying Notes.

3

Statement of Cash Flows
For the Four Weeks and Fourteen Weeks Ended
July 30, 2005 and October 2, 2004
Hillandale Farms, Inc.

The accompanying “Notes to Financial Statements”
form an integral part of these statements.

4

Statement of Cash flows
For the Four Weeks and Fourteen Weeks Ended
July 30, 2005 and October 2, 2004
Hillandale Farms, Inc.
(Concluded)

The accompanying “Notes to Financial Statements”
form an integral part of these statements.

5

Notes to Financial Statements (Unaudited)
As of and for the Four Weeks Ended July 30, 2005 and
for the Fourteen Weeks Ended October 2, 2004
Hillandale Farms, Inc.

Note 1 — Summary of Significant Accounting Policies

Business and credit risk concentrations

Hillandale Farms, Inc. (the Corporation), produces and sells chicken eggs to wholesale distributors and retail stores. The Corporation operates throughout Florida, southern Alabama, Georgia, Mississippi and Louisiana. The Corporation also acts as a distributor of meat, dairy, seafood and juices in south Florida.

Fiscal year

The Corporation’s fiscal year ends on the last Saturday nearest to June 30. This practice results in a 52-week or 53-week fiscal year.

Common ownership

The Corporation, Hillandale Farms of Fla., Inc. and Columbia Grain & Ingredients, Inc., are owned and operated by a common group of stockholders. The existence of such common control could result in operating results or financial position of the Corporation that differ from those that would have been obtained if the entities were autonomous.

Income taxes

The Corporation is an S corporation for income tax purposes. As a result, the stockholders will report their prorata shares of corporate income on their federal individual tax returns. The corporation files a composite income tax return and pays the income taxes on behalf of the stockholders for the income earned in the states of Alabama, Georgia, Mississippi and Louisiana. Accordingly, no provision is made for income taxes in the financial statements. However, the stockholders have elected to pay their State of Florida intangible taxes and State of Alabama franchise taxes through the Corporation. Intangible taxes and franchise taxes are calculated based on the estimated value of common stock and property and equipment at the end of the calendar year.

Note 2 — Related Party Transactions

Hillandale Farms of Fla., Inc.

The Corporation purchased $2.5 million in feed from Hillandale Farms of Fla., Inc., for the four weeks ended July 30, 2005.

The Corporation purchased $11.9 million in feed from Hillandale Farms of Fla., Inc., for the fourteen weeks ended October 2, 2004.

Columbia Grain &Ingredients, Inc.

The feed purchased by the Corporation was manufactured by Hillandale Farms of Fla., Inc. Hillandale Farms of Fla., Inc. purchased most of the feed ingredients from Columbia Grain & Ingredients, Inc. Columbia Grain & Ingredients, Inc. is owned by the same shareholders that own the Corporation. The potential financial impact on Hillandale Farms, Inc. had the related parties been autonomous, has not been determined.

6

Notes to Financial Statements (Unaudited)
As of and for the Four Weeks Ended July 30, 2005 and
for the Fourteen Weeks Ended October 2, 2004
Hillandale Farms, Inc.

Note 2 — Related Party Transactions (concluded)

Pullet grower contracts

The Corporation entered into contracts with businesses at least partly owned by stockholders or immediate family members of stockholders. The businesses were paid for growing pullets in a manner similar to outside contract growers. The total payments to the businesses for the four weeks ending July 30, 2005 was approximately $119,308. The total payments to the businesses for the fourteen weeks ending October 2, 2004 was approximately $128 thousand.

Other related party activity

The Corporation sold approximately $86,119 in eggs and packaging to other related party businesses for the four weeks ended July 30, 2005. In addition, the Corporation purchased $433,797 in eggs from other related party businesses for the four weeks ended July 30, 2005.

The Corporation sold approximately $390 thousand in eggs and packaging to other related party businesses for the fourteen weeks ended October 2, 2004. In addition, the Corporation purchased $1.5 million in eggs from other related party businesses for the four weeks ended October 2, 2004.

Note 3 — Subsequent Events

Effective July 28, 2005, much of the balance sheet of the Corporation was transferred to a newly formed Limited Liability Company. The new entity is named Hillandale, LLC. Also, two of the four divisions of Hillandale Farms of Fla., Inc. was transferred to the new Limited Liability Company. A controlling majority of this newly formed entity will be sold to Cal-Maine Foods, Inc., which is expected to be finalized in September 2005.

7

EX-99.4

Exhibit 99.4

Financial Statements
(Unaudited)

Hillandale Farms of Fla., Inc.

Table of Contents

Balance Sheet	1
Statements of Income	3
Statements of Cash Flows	4
Notes to Financial Statements (Unaudited)	5

Balance Sheet
July 30, 2005
Hillandale Farms of Fla., Inc.

See accompanying notes.

1

Balance Sheet
July 30, 2005
Hillandale Farms of Fla., Inc.
(Concluded)

See accompanying notes.

2

Statements of Income
For the Four Weeks and Fourteen Weeks Ended
July 30, 2005 and October 2, 2004
Hillandale Farms of Fla., Inc.

See accompanying notes.

3

Statement of Cash Flows
For the Four Weeks and Fourteen Weeks Ended
July 30, 2005 and October 2, 2004
Hillandale Farms of Fla., Inc.

See accompanying Notes.

4

Notes to Financial Statements (Unaudited)
As of and for the Four Weeks Ended July 30, 2005 and
for the Fourteen Weeks Ended October 2, 2004
Hillandale Farms of Fla., Inc.

Note 1 — Summary of Significant Accounting Policies

Business and credit risk concentrations

Hillandale Farms of Fla., Inc. (the Corporation) produces finished feed that is sold at both retail and wholesale. Credit is extended to various customer accounts throughout Florida and Alabama. The Corporation’s customer accounts are generally not secured by collateral.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and to disclose contingent assets and liabilities. Actual results could differ from these estimates.

Fiscal year

The Corporation’s fiscal year ends on the Saturday nearest to June 30. This practice results in a 52-week or 53-week fiscal year.

Common ownership

The Corporation, Hillandale Farms, Inc. and Columbia Grain & Ingredients, Inc. are owned and operated by a common group of stockholders. The existence of such common control could result in operating results or financial position of the Corporation that differ from those that would have been obtained if the entities were autonomous.

Note 2 — Related Party Transactions

Sales of feed are made to separate entities owned by all or some of the stockholders. Material sales to related parties amounted to approximately $2.8 million, for the four weeks ended July 30, 2005. Material purchases from related parties amounted to approximately $2.4 million, for the four weeks ended July 30, 2005. Rental and lease income received from related parties amounted to approximately $86 thousand for the four weeks ended July 30, 2005.

Sales of feed are made to separate entities owned by all or some of the stockholders. Material sales to related parties amounted to approximately $11.9 million, for the fourteen weeks ended October 2, 2004. Material purchases from related parties amounted to approximately $10.3 million, for the fourteen weeks ended October 2, 2004. Rental and lease income received from related parties amounted to approximately $270 thousand for the fourteen weeks ended October 2, 2004.

Note 3 – Subsequent Events

Effective July 28, 2005, fixed assets of two of the four divisions of the Corporation were transferred to a newly formed Limited Liability Company. The new entity is named Hillandale, LLC. Also, feed and ingredients inventory of three of the four divisions, with related liabilities were transferred to the new Limited Liability Company. In addition, most of the assets and liabilities of Hillandale Farms, Inc. were transferred to this newly formed entity. A controlling majority of this newly formed entity will be sold to Cal-Maine Foods, Inc., which is expected to be finalized in September 2005.

5

EX-99.6

Exhibit 99.6

Cal-Maine Foods, Inc.
Unaudited Pro Forma Consolidated Financial Information

Contents

Explanation of Pro Forma Information	1 - 2
Unaudited Pro Forma Consolidated Balance Sheet as of August 27, 2005	3
Unaudited Pro Forma Consolidated Statement of Operations for the year
(52 weeks) ended May 28, 2005	4
Unaudited Pro Forma Consolidated Statement of Operations for the thirteen
weeks ended August 27, 2005	5
Unaudited Combining Statement of Operations for the year (52 weeks) ended
July 2, 2005	6
Unaudited Combining Statement of Operations for the twelve weeks ended
September 24, 2005	7
Notes to Unaudited Pro Forma Consolidated Financial Statements	8 - 12

Cal-Maine Foods, Inc.
Unaudited Pro Forma Consolidated Financial Information

Explanation of Pro Forma Information

Pursuant to terms of the Agreement to Form a Limited Liability Company, Transfer Assets Thereto, and Purchase Units of Membership Therein (the “Agreement”) dated July 28, 2005, Hillandale Farms, Inc. (“HFI”) and Hillandale Farms of Florida, Inc. (“HFFI”) transferred substantially all of their assets, liabilities and operations into a newly formed Florida limited liability company named Hillandale, LLC and Cal-Maine Foods, Inc. (the “Company”) or (“Cal-Maine”) agreed to acquire 51% of Hillandale, LLC. The Company also agreed to acquire the remaining 49% of Hillandale, LLC in essentially equal annual installments over a four-year period, with the purchase price equal to the net book value of the units purchased as calculated in accordance with the Agreement. Because the Company gained effective control of Hillandale, LLC’s operations upon signing of the Agreement, the acquisition date for accounting purposes is July 28, 2005.

The following unaudited pro forma consolidated financial information has been derived by the application of pro forma adjustments to the historical consolidated financial statements of the Company, HFI, HFFI and Hillandale, LLC for the periods indicated. The unaudited pro forma consolidated balance sheet was prepared as if the acquisition occurred on August 27, 2005 and the unaudited pro forma consolidated statements of operations were prepared as if the acquisition occurred on May 30, 2004. The pro forma adjustments reflected therein are based upon available information and upon certain assumptions that we believe are reasonable.

The Company’s fiscal year end ends on the Saturday nearest May 31 of each year, while HFI and HFFI’s fiscal years end on the Saturday nearest June 30 of each year. The unaudited pro forma consolidated statement of operations for the year ended May 28, 2005 includes the consolidated statement of operations of the Company for the year ended May 28, 2005 and the statements of operations of HFI and HFFI for the year ended July 2, 2005.

The Company’s first fiscal quarter ended on August 27, 2005. All of the information to close the accounting records of Hillandale, LLC was not available for consolidation with the Company’s financial statements for the first fiscal quarter ended August 27, 2005. Therefore, the Company will include the financial statements of Hillandale, LLC in its consolidated financial statements beginning in the second fiscal quarter ended November 26, 2005. The operating results of Hillandale, LLC for the period from July 29, 2005 through August 27, 2005 were not significant to the Company’s operations and financial position for the first quarter of fiscal 2006. Accordingly, the accompanying unaudited pro forma consolidated statement of operations of the Company for its fiscal first quarter ended August 27, 2005 includes the combined operations of Hillandale, LLC and its predecessors, HFI and HFFI, for their fiscal first quarter ended September 24, 2005.

1

Cal-Maine Foods, Inc.
Unaudited Pro Forma Consolidated Financial Information

Explanation of Pro Forma Information (Continued)

The accompanying unaudited pro forma consolidated balance sheet includes the consolidated balance sheet of the Company as of its first quarter ended August 27, 2005 and the balance sheet of Hillandale, LLC as of its first quarter ended September 24, 2005.

The unaudited pro forma consolidated statements of operations do not reflect any potential cost savings which may be realized following the acquisition. The pro forma adjustments are based on estimates, evaluations and other data currently available and, in the Company’s opinion, provide a reasonable basis for the fair presentation of the estimated effects directly attributable to the acquisition and related transactions. The unaudited pro forma consolidated balance sheet and statements of operations are provided for illustrative purposes only and are not necessarily indicative of what the combined results of operations or financial position would actually have been had the acquisition occurred at the date indicated, nor do they represent a forecast of combined results of operations or financial position for any future period or date.

All information contained herein should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended May 28, 2005, its Quarterly Report on Form 10-Q for the quarter ended August 27, 2005, the financial statements and notes thereto of HFI, HFFI and Hillandale, LLC included in Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 of this Form 8-K/A and the notes to unaudited pro forma condensed combined financial statements included herein.

2

Cal-Maine Foods, Inc.
Unaudited Pro Forma Consolidated Financial Information

Unaudited Pro Forma Consolidated Balance Sheet
(In thousands)
As of August 27, 2005

	Cal-Maine Foods, Inc. August 27, 2005			Hillandale, LLC September 24, 2005		Pro Forma Adjustments			Pro forma Adjusted
ASSETS
Current assets:
Cash and cash equivalents	$	25,186		$	1,892	$	133	(a)	$	27,211
Investments		20,995			--		(19,977	)(a)(b)		1,018
Trade and other receivables		18,528			4,655		870	(a)		24,053
Receivables from related parties		--			5,516		--			5,516
Recoverable federal and state income taxes		10,270			--		--			10,270
Inventories		43,766			11,441		303	(a)		55,510
Prepaid expenses and other current assets		1,117			581		131	(a)		1,829
Total current assets		119,862			24,085		(18,540	)		125,407
Other assets:
Notes receivable and investments		9,544			1,147		(3,133	)(a)		7,558
Goodwill		3,147			--		--			3,147
Other assets		1,393			1,088		21	(a)		2,502
		14,084			2,235		(3,112	)		13,207
Property, plant and equipment, net		123,955			23,112		30,309	(a)(c)		177,376
Total assets	$	257,901		$	49,432	$	8,657		$	315,990
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued	$	31,593		$	3,609	$	611	(a)	$	35,813
Accounts payable - related parties		--			1,470		--			1,470
Notes payable		--			8,010		(8,010	)(d)		--
Current maturities of long-term debt		10,195			2,804		(2,383	)(d)		10,616
Deferred income taxes		9,240			--		--			9,240
Total current liabilities		51,028			15,893		(9,782	)		57,139
Long-term debt, less current maturities		71,091			10,989		39,943	(d)		122,023
Other non-current liabilities		1,971			--		--			1,971
Minority interest		--			--		1,046	(a)		1,046
Deferred income taxes		20,310			--		--			20,310
Total liabilities		144,400			26,882		31,207			202,489
Stockholders’ equity:
Common stock		375			--		--			375
Members’ equity		--			22,550		(22,550	)		--
Paid-in capital		28,655			--		--			28,655
Retained earnings		105,966			--		--			105,966
Common stock in treasury		(21,495	)		--		--			(21,495	)
Total stockholders’ equity		113,501			22,550		(22,550	)		113,501
Total liabilities and stockholders’ equity	$	257,901		$	49,432	$	8,657		$	315,990

See notes to pro forma consolidated financial information.

3

Cal-Maine Foods, Inc.
Unaudited Pro Forma Consolidated Financial Information

Unaudited Pro Forma Consolidated Statement of Operations
(In thousands, except per share amounts)
For the year (52 weeks) ended May 28, 2005

	Year (52 weeks) ended May 28, 2005 Cal-Maine Foods, Inc.			Year (52 weeks) ended July 2, 2005 HFFI & HFI Combined			Pro forma Adjustments			Pro Forma Adjusted
Net sales	$	375,266		$	80,752		$	18,495	(a)	$	474,513
Cost of sales		339,833			89,553			20,996	(a)(e)		450,382
Gross profit (loss)		35,433			(8,801	)		(2,501	)		24,131
Selling, general and administrative		47,758			7,204			1,459	(a)		56,421
Operating loss		(12,325	)		(16,005	)		(3,960	)		(32,290	)
Other income (expense):
Interest expense		(5,906	)		(920	)		(1,941	)(a)(f)		(8,767	)
Interest income		1,684			261			(253	)(a)(f)		1,692
Equity in loss of affiliates		(88	)		(1,386	)		(197	)(a)		(1,671	)
Other, net		1,227			678			22	(a)		1,927
		(3,083	)		(1,367	)		(2,369	)		(6,819	)
Loss before income taxes and minority interest		(15,408	)		(17,372	)		(6,329	)		(39,109	)
Income tax expense (benefit)		(5,050	)		21			(5,109	)(g)		(10,138	)
Loss before minority interest		(10,358	)		(17,393	)		(1,220	)		(28,971	)
Minority interest in net income of
consolidated subsidiary		--			--			(43	)(a)		(43	)
Net loss	$	(10,358	)	$	(17,393	)	$	(1,263	)	$	(29,014	)
Net loss per share:
Basic	$	(0.43	)							$	(1.22	)
Diluted	$	(0.43	)							$	(1.22	)
Weighted average shares outstanding:
Basic		23,834									23,834
Diluted		23,834									23,834

See notes to pro forma consolidated financial information.

4

Cal-Maine Foods, Inc.
Unaudited Pro Forma Consolidated Financial Information

Unaudited Pro Forma Consolidated Statement of Operations
(In thousands, except per share amounts)
For the thirteen weeks ended August 27, 2005

	Thirteen Weeks Ended August 27, 2005 Cal-Maine Foods, Inc.			Twelve Weeks Ended September 24, 2005 HFI, HFFI and Hillandale, LLC Combined			Pro forma Adjustments			Pro forma Adjusted
Net sales	$	79,756		$	24,666		$	3,520	(a)	$	107,942
Cost of sales		78,796			22,184			4,808	(a)(e)		105,788
Gross profit
		960			2,482			(1,288	)		2,154
Selling, general and administrative		10,917			5,191			329	(a)		16,437
Operating loss
		(9,957	)		(2,709	)		(1,617	)		(14,283	)
Other income (expense):
Interest expense, net		(1,695	)		(234	)		(556	)(f)		(2,485	)
Other, net		(449	)		85			339	(f)		(25	)
		(2,144	)		(149	)		(217	)		(2,510	)
Loss before income taxes and minority interest		(12,101	)		(2,858	)		(1,834	)		(16,793	)
Income tax expense (benefit)		(3,993	)		(2	)		(921	)(g)		(4,916	)
Loss before minority interest		(8,108	)		(2,856	)		(913	)		(11,877	)
Minority interest in net income of
consolidated subsidiary		--			--			(168	)(a)		(168	)
Net loss	$	(8,108	)	$	(2,856	)	$	(1,081	)	$	(12,045	)
Net loss per share:
Basic	$	(0.35	)							$	(0.51	)
Diluted	$	(0.35	)							$	(0.51	)
Weighted average shares
outstanding:
Basic		23,490									23,490
Diluted		23,490									23,490

See notes to pro forma consolidated financial information.

5

Cal-Maine Foods, Inc.
Unaudited Pro Forma Consolidated Financial Information

Unaudited Pro Forma Combining Statement of Operations
(In thousands)
For the year (52 weeks) ended July 2, 2005

	Year (52 weeks) ended						Adjustments						Year (52 weeks) ended July 2, 2005
	July 2, 2005 HFI			July 2, 2005 HFFI			for operations not acquired (2)			Combining Entries (1)			HFFI & HFI Combined
Net sales	$	76,879		$	42,173		$	(6,200	)	$	(32,100	)	$	80,752
Cost of sales		68,339			38,454			(5,332	)		(11,908	)		89,553
Gross profit		8,540			3,719			(868	)		(20,192	)		(8,801	)
Selling, general and administrative		--			--			(672	)		7,876			7,204
Operating expenses		23,306			4,762						(28,068	)		--
Operating loss		(14,766	)		(1,043	)		(196	)		--			(16,005	)
Other income (expense):
Interest expense		(729	)		(191	)		--			--			(920	)
Interest income		242			19			--			--			261
Equity in loss of affiliates		(1,386	)		--			--			--			(1,386	)
Other, net		(252	)		914			16			--			678
		(2,125	)		742			16			--			(1,367	)
Loss before income taxes		(16,891	)		(301	)		(180	)		--			(17,372	)
Income tax expense		--			21			--			--			21
Net loss	$	(16,891	)	$	(322	)	$	(180	)	$	--		$	(17,393	)

(1)     Combining entries consist of elimination of intercompany sales from HFI to HFFI and reclassifications of certain costs and expenses to conform to the classifications of similar costs and expenses in the Company’s consolidated statements of operations.

(2)     Adjustments for operations not acquired reflect certain feed mill operations of HFFI not contributed to Hillandale, LLC.

See notes to pro forma consolidated financial information.

6

Cal-Maine Foods, Inc.
Unaudited Pro Forma Consolidated Financial Information

Unaudited Pro Forma Combining Statement of Operations
(In thousands)
For the twelve weeks ended September 24, 2005

	Four Weeks Ended July 30, 2005 HFI			Four Weeks Ended July 30, 2005 HFFI			Eight Weeks Ended September 24, 2005 Hillandale, LLC			Adjustments for operations not acquired (2)			Combining Entries (1)			Twelve Weeks Ended September 24, 2005 HFI, HFFI and Hillandale, LLC Combined
Net sales	$	5,278		$	2,993		$	19,081		$	(394	)	$	(2,292	)	$	24,666
Cost of sales		4,750			2,614			15,671			(322	)		(529	)		22,184
Gross profit		528			379			3,410			(72	)		1,763			2,482
Operating expenses		1,995			387			--			--			(2,382	)		--
Selling, general and administrative		--			--			4,623			(51	)		619			5,191
Operating loss		(1,467	)		(8	)		(1,213	)		(21	)		--			(2,709	)
Other income (expense):
Interest expense, net		(68	)		(25	)		(141	)		--			--			(234	)
Other, net		(27	)		95			19			(2	)		--			85
		(95	)		70			(122	)		(2	)		--			(149	)
Income (loss) before income taxes		(1,562	)		62			(1,335	)		(23	)		--			(2,858	)
Income tax expense (benefit)		--			(2	)		--			--			--			(2	)
Net Income (loss)	$	(1,562	)	$	64		$	(1,335	)	$	(23	)	$	--		$	(2,856	)

(1)     Combining entries consist of elimination of intercompany sales from HFFI to HFI and reclassifications of certain costs and expenses to conform to the classification of similar costs and expenses in the Company’s consolidated statements of operations.

(2)     Adjustments for operations not acquired reflect certain feed mill operations of HFFI not contributed to Hillandale, LLC.

See notes to pro forma consolidated financial information.

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Cal-Maine Foods, Inc.
Unaudited Pro Forma Consolidated Financial Information

Notes to Unaudited Pro Forma Consolidated Financial Statements
(In thousands)

The Unaudited Pro Forma Balance Sheet assumes that the Hillandale, LLC acquisition actually occurred as of Hillandale, LLC’s fiscal first quarter ended September 24, 2005. The Unaudited Pro Forma Statements of Operations assume the acquisition of Hillandale, LLC occurred on May 30, 2004. The purchase price was allocated to the assets acquired and liabilities assumed based upon the fair market values as set forth in the following table.

Calculation of preliminary purchase price:
Cash consideration to seller for 51% of
Hillandale, LLC's membership units	$	27,006
Obligation to acquire 49% of
Hillandale, LLC's membership units		22,633
Total preliminary purchase price	$	49,639
Allocation of preliminary purchase price:
Current assets	$	24,085
Property, plant and equipment, net		50,201
Other non-current assets		2,235
Total assets acquired		76,521
Less: Total liabilities assumed		(26,882	)
Net assets acquired	$	49,639

The Company’s obligation to acquire the remaining 49% of Hillandale, LLC’s membership units is payable in essentially equal annual installments over a four year period, with each installment of the purchase price adjusted to equal the net book value of the units purchased as calculated in accordance with the Agreement. The obligation is recorded at the estimated amounts to be paid, discounted to the net present value using the Company’s borrowing rate of 5.1%.

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Cal-Maine Foods, Inc.
Unaudited Pro Forma Consolidated Financial Information

Notes to Unaudited Pro Forma Consolidated Financial Statements
(In thousands)

(a) The Company has a 44% membership interest in American Egg Products, LLC (“AEP”) and Hillandale, LLC has a 27.5% membership interest in AEP which are accounted for by the equity method in their respective historical financial statements. Effective with the purchase of Hillandale, LLC, the Company is required to consolidate the financial statements of AEP. Pro forma adjustments to reflect the consolidation of AEP’s balance sheet as of August 27, 2005 are as follows:

Cash and cash equivalents	$	133
Investments		112
Trade and other receivables		870
Inventories		303
Prepaid expenses and other current assets		131
Total current assets	$	1,549
Property, plant and equipment, net	$	3,220
Notes receivable and investments		(3,133	)
Other assets		21
Total assets	$	1,657
Accounts payable and accrued expenses	$	611
Minority interest		1,046
Total liabilities and minority interest	$	1,657

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Cal-Maine Foods, Inc.
Unaudited Pro Forma Consolidated Financial Information

Notes to Unaudited Pro Forma Consolidated Financial Statements
(In thousands)

Pro forma adjustments to reflect the consolidation of the operations of AEP are as follows:

	13 weeks ended August 27, 2005			Year (52 weeks) ended May 28, 2005
Net sales	$	3,520		$	18,495
Cost of sales		3,794			16,940
Gross profit (loss)		(274	)		1,555
Selling, general and administrative		329			1,459
Operating income (loss)		(603	)		96
Interest expense		--			(2	)
Interest income		--			33
Equity in income (loss)
of affiliates		326			(197	)
Other income, net		13			22
Loss before minority interest		(264	)		(48	)
Minority interest		(168	)		(43	)
Net loss	$	(432	)	$	(91	)

(b) Reflects pro forma reduction in the Company’s short-term investments used at closing as follows:

Borrowings under term note payable from
insurance company	$	28,000
Cash consideration to seller		(27,006	)
Payment of existing debt of Hillandale, LLC		(21,083	)
Net decrease in short-term investments	$	(20,089	)

(c) Increase of $27,089 represents the pro forma adjustment to record property, plant and equipment of Hillandale, LLC at fair value.

(d) Reflects the pro forma changes in notes payable and long-term debt resulting from the Company’s purchase and related financing of Hillandale, LLC as shown below:

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Cal-Maine Foods, Inc.
Unaudited Pro Forma Consolidated Financial Information

Notes to Unaudited Pro Forma Consolidated Financial Statements
(In thousands)

Notes payable paid at closing	$	(8,010	)
Current maturities of long-term debt	$	(2,383	)
Term loan from insurance company	$	28,000
Obligation to acquire the 49% of
Hillandale, LLC membership units		22,633
Hillandale, LLC long-term debt paid at closing		(10,690	)
Net increase in long-term debt	$	39,943

(e) Reflects additional depreciation expense of $4,056 for the year (52 weeks) ended May 28, 2005 and $1,014 for the thirteen weeks ended August 27, 2005 resulting from the increase in the carrying values of property, plant and equipment from their historical cost to their fair values.

(f) Reflects the pro forma effect on interest expense and interest income of the acquisition of Hillandale, LLC and related financing transactions had the transactions occurred on May 30, 2004 as follows:

	13 weeks ended August 27, 2005			Year (52 weeks) ended May 28, 2005
Interest expense:
Term loan from
insurance company	$	405		$	1,621
Hillandale, LLC notes payable and
long-term debt paid at closing		(221	)		(886	)
Obligation to acquire 49%
of Hillandale, LLC
membership units		301			1,204
Total interest expense		485			1,939
Interest income:
Reduction of interest income due
to cash paid at closing		(71	)		(286	)
Interest expense, net
of interest income	$	556		$	2,225

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Cal-Maine Foods, Inc.
Unaudited Pro Forma Consolidated Financial Information

Notes to Unaudited Pro Forma Consolidated Financial Statements
(In thousands)

(g) Reflects pro forma income taxes to give effect to the acquisition of Hillandale, LLC as of May 30, 2004 as follows:

	13 weeks ended August 27, 2005			Year (52 weeks) ended May 28, 2005
Historical loss before income
taxes of HFI, HFFI and
Hillandale, LLC	$	(2,858	)	$	(17,372	)
Effect of pro forma adjustments on
loss before income taxes and
minority interest		(1,834	)		(6,329	)
Less pro forma losses of
Hillandale, LLC reportable on
the tax returns of the holding
49% of the membership
units of Hillandale, LLC		2,170			9,703
		(2,522	)		(13,998	)
Statutory federal and state
income tax rate		36.5	%		36.5	%
Pro forma income tax (benefit)	$	(921	)	$	(5,109	)

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