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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2004

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	06/07/2004		M		28,125	A	$4.9792	985,351	D
Common Stock	06/07/2004		D		28,125	D	$50	957,226	D
Common Stock								78,736⁽¹⁾	I	Allocated to Reporting Persons account in Issuer ESOP.
Common Stock								9,808⁽²⁾	I	By spouse.
Common Stock								214,225⁽²⁾	I	As co-executor of the Estate of Joe Frank Sanderson.

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)
Phantom Stock Rights⁽³⁾⁽⁵⁾	$4.9792	06/07/2004		M			28,125	04/22/2001⁽⁴⁾	04/21/2010	Common Stock	28,125	$0	0	D

Explanation of Responses:

1. Reflects allocations that have been made since the date of the Reporting Persons last ownership report.

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

3. Upon conversion of a Phantom Stock Right, the holder thereof is entitled to receive an amount of cash equal to: (i) the number of shares of Phantom Stock converted times the fair market value per share of the Issuers common stock on that date, less (ii) the number of shares of Phantom Stock converted times the exercise price per share. The Issuers Audit Committee has approved the conversion of Phantom Stock Rights for cash by the Reporting Person as reported in this form.

4. 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.

5. The exercise price and number of shares subject to this derivative security have been adjusted to reflect the Issuers 3-for-2 stock split in the form of a 50% stock dividend on February 26, 2004.

	/s/ Joe F. Sanderson, Jr.	06/09/2004
	** 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.
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