SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SANDERSON JOE F JR

(Last)

(First)

(Middle)

225 N. 13TH AVENUE

P.O. BOX 988

(Street)

LAUREL

39440

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SANDERSON FARMS INC [ SAFM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO, Chairman of Bd

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/22/2003		G	V	3,910	D	⁽²⁾	238,151	D
Common Stock								50,842	I	Allocated to Reporting Persons account in Issuer ESOP.
Common Stock								6,539⁽¹⁾	I	By spouse.
Common Stock								1,742,817⁽¹⁾	I	As co-executor of the Estate of Joe Frank Sanderson.
Common Stock	12/24/2003		M		60,000	A	$15	298,151	D
Common Stock	12/24/2003		M		1,500	A	$13	299,651	D
Common Stock	12/26/2003		S		15,000	D	$43.05	284,651	D
Common Stock	12/26/2003		S		10,000	D	$43.1564	274,651	D
Common Stock	12/26/2003		S		2,000	D	$43.14	272,651	D
Common Stock	12/26/2003		S		2,500	D	$43.2927	270,151	D
Common Stock	12/26/2003		S		500	D	$43.3	269,651	D
Common Stock	12/26/2003		S		1,500	D	$43.39	268,151	D
Common Stock	12/26/2003		S		1,500	D	$43.5959	266,651	D
Common Stock	12/26/2003		S		2,000	D	$43.79	264,651	D
Common Stock	12/29/2003		S		6,000	D	$43	258,651	D
Common Stock	12/29/2003		S		1,500	D	$43.0462	257,151	D
Common Stock	12/29/2003		S		500	D	$43.1114	256,651	D
Common Stock	12/29/2003		S		500	D	$43.37	256,151	D
Common Stock	12/29/2003		S		1,000	D	$43.95	255,151	D
Common Stock	12/29/2003		S		1,000	D	$43.77	254,151	D
Common Stock	12/29/2003		S		3,500	D	$44.2	250,651	D
Common Stock	12/29/2003		S		5,000	D	$44	245,651	D
Common Stock	12/29/2003		S		7,500	D	$44.1779	238,151	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options (Right to Buy)	$15	12/24/2003		M			60,000	07/24/1998⁽³⁾	07/23/2007	Common Stock	60,000	$0	0	D
Employee Stock Options (Right to Buy)	$13	12/24/2003		M			1,500	04/23/1999⁽³⁾	04/22/2008	Common Stock	1,500	$0	58,500	D

Explanation of Responses:

1. The Reporting Person disclaims beneficial ownership of these shares.

2. The reported transaction was a gift. Consequently, there was no price.

3. Exercisable for a 10-year period, with vesting beginning on the date indicated, which is one year after the date of grant. Vesting continues thereafter at 25% per year on each anniversary date until fully vested.

	D. Michael Cockrell, Attorney-in-Fact	12/30/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.