UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 10-Q

(mark one)

|X|    Quarterly report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934

                  For the quarterly period ended March 2, 2002

                                       OR

|_|    Transition report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934

           For the transition period from ____________ to ____________

Commission file number:  000-04892

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

           Delaware                                     64-0500378
(State or other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

             3320 Woodrow Wilson Avenue, Jackson, Mississippi 39209
               (Address of principal executive offices) (Zip Code)

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


         Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                                  Yes X No_____

         Number of shares outstanding of each of the issuer's classes of common
stock (exclusive of treasury shares), as of March 29, 2002.

        Common Stock, $0.01 par value                10,564,388 shares

        Class A Common Stock, $0.01 par value         1,200,000 shares


                     CAL-MAINE FOODS, INC. AND SUBSIDIARIES

                                      INDEX

                                                                           Page
Part I.    Financial Information                                          Number

    Item 1.   Condensed Consolidated Financial Statements (unaudited)

              Condensed Consolidated Balance Sheets -
              March 2, 2002 and June 2, 2001                                 3

              Condensed Consolidated Statements of Operations -
              Three Months and Nine Months Ended
              March 2, 2002 and March 3, 2001                                4

              Condensed Consolidated Statements of Cash Flow -
              Nine Months Ended  March 2, 2002 and
              March 3, 2001                                                  5

              Notes to Condensed Consolidated Financial Statements           6

    Item 2.   Management's Discussion and Analysis of
              Financial Condition and Results of Operations                  7

    Item 3.   Quantitative and Qualitative Disclosures of Market Risk       11

Part II.   Other Information

    Item 6.   Exhibits and Reports on Form 8-K                              12


    Signatures                                                              13




                                       2

                          PART I. FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                     CAL-MAINE FOODS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (in thousands, except share amounts)

                                                     March 2, 2002  June 2, 2001
                                                     -------------  ------------
                                                      (unaudited)     (Note 1)
     ASSETS
     Current assets:
      Cash and cash equivalents                        $   4,876      $  13,129
      Accounts receivable, net                            18,409         16,017
      Inventories                                         49,214         47,122
      Prepaid expenses and other current assets              633            569
                                                       ---------      ---------
 Total current assets                                     73,132         76,837

 Notes receivable and investments                          6,947          7,673
 Goodwill                                                  3,147          3,147
 Other assets                                              2,239          2,447

  Property, plant and equipment                          255,956        248,297
  Less accumulated depreciation                         (112,786)      (103,649)
                                                       ---------      ---------
                                                         143,170        144,648
                                                       ---------      ---------
   TOTAL ASSETS                                        $ 228,635      $ 234,752
                                                       =========      =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Notes payable to banks                             $   8,000      $    --
    Accounts payable and accrued expenses                 27,771         29,492
    Current maturities of long-term debt                  10,292          7,184
    Current deferred income taxes                         11,775         11,775
                                                       ---------      ---------
Total current liabilities                                 57,838         48,451

   Long-term debt, less current maturities               110,050        111,156
   Deferred expenses                                       1,450          1,450
   Deferred income taxes                                   2,826          7,499
                                                       ---------      ---------
     Total liabilities                                   172,164        168,556

Stockholders' equity:
    Common stock $0.01 par value per share:
    Authorized shares - 30,000,000
    Issued and outstanding shares - 17,565,200
      at March 2, 2002 and June 2, 2001                      176            176
    Class A common stock $0.01 par value:
      authorized, issued and outstanding
      1,200,000 shares                                        12             12
    Paid-in capital                                       18,784         18,784
    Retained earnings                                     50,598         59,752
    Common stock in treasury - 7,000,812 shares
      at March 2, 2002 and 6,863,512 shares at
      June 2, 2001                                       (13,099)       (12,528)
                                                       ---------      ---------
      Total stockholders' equity                          56,471         66,196
                                                       ---------      ---------
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $ 228,635      $ 234,752
                                                       =========      =========

         See notes to condensed consolidated financial statements.

                                       3


                          CAL-MAINE FOODS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                         (in thousands, except per share amounts)
                                         UNAUDITED

                                                 13 Weeks Ended                     39 Weeks Ended
                                        March 2, 2002     March 3, 2001     March 2, 2002     March 3, 2001
                                        -------------     -------------     -------------     -------------
                                                                                      
Net sales                                   $  86,927         $ 103,913         $ 243,114         $ 272,020
Cost of sales                                  74,908            83,354           219,004           225,297
                                            ---------         ---------         ---------         ---------
     Gross profit                              12,019            20,559            24,110            46,723
Selling, general and
     administrative                            10,543            11,148            31,012            31,698
                                            ---------         ---------         ---------         ---------
Operating income (loss)                         1,476             9,411            (6,902)           15,025
Other income (expense):
     Interest expense, net                     (2,046)           (2,288)           (6,368)           (6,759)
     Other                                       (291)              395              (283)            1,778
                                            ---------         ---------         ---------         ---------
                                               (2,337)           (1,893)           (6,651)           (4,981)
                                            ---------         ---------         ---------         ---------
Income (loss) before income
     taxes                                       (861)            7,518           (13,553)           10,044
Income tax expense (benefit)                     (310)            2,730            (4,843)            3,652
                                            ---------         ---------         ---------         ---------
    NET INCOME (LOSS)                       $    (551)        $   4,788         $  (8,710)        $   6,392
                                            =========         =========         =========         =========
Net  income (loss) per common share:
     Basic                                  $    (.05)        $     .40         $    (.74)        $     .53
                                            =========         =========         =========         =========
     Diluted                                $    (.05)        $     .40         $    (.74)        $     .53
                                            =========         =========         =========         =========
Dividends per common share                  $   .0125         $   .0125         $   .0375         $   .0375
                                            =========         =========         =========         =========
Weighted average shares
     outstanding:
     Basic                                     11,764            11,983            11,802            12,096
                                            =========         =========         =========         =========
     Diluted                                   11,764            12,088            11,802            12,156
                                            =========         =========         =========         =========


See notes to condensed consolidated financial statements.


                                       4


                       CAL-MAINE FOODS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (in thousands)
                                    UNAUDITED

                                                                         39 Weeks Ended
                                                                  March 2, 2002    March 3, 2001
                                                                  -------------    -------------
                                                                                  
Cash flows provided by (used in) operating activities                  $ (5,742)        $ 18,662

Cash flows from investing activities:
     Purchases of property, plant and equipment                          (5,694)          (2,482)
     Construction of production facilities                               (6,730)          (6,266)
     Payments received on notes receivable and from investments             161              939
     Increase in note receivable, investments and other assets             (212)            (468)
     Net proceeds from sale of property, plant and equipment                977              607
                                                                       --------         --------
Net cash used in investing activities                                   (11,498)          (7,670)

Cash flows from financing activities:
     Net borrowings (payments) on notes payable to banks                  8,000           (7,500)
     Long-term borrowings                                                 9,000            3,106
     Principal payments on long-term debt                                (6,998)          (5,031)
     Purchases of common stock for treasury                                (571)          (1,273)
     Payment of dividends                                                  (444)            (456)
                                                                       --------         --------
Net cash provided by (used in) financing activities                       8,987          (11,154)
                                                                       --------         --------
Net change  in cash and cash equivalents                                 (8,253)            (162)

Cash and cash equivalents at beginning of period                         13,129            6,541
                                                                       --------         --------
Cash and cash equivalents at end of period                             $  4,876         $  6,379
                                                                       ========         ========



See notes to condensed consolidated financial statements.


                                       5

                     CAL-MAINE FOODS, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                      (in thousands, except share amounts)
                                  March 2, 2002
                                   (unaudited)

1.     Presentation of Interim Information

       The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of the management , all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three-month and
nine-month periods ended March 2, 2002 are not necessarily indicative of the
results that may be expected for the year ended June 1, 2002.

       The balance sheet at June 2, 2001 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

       For further information, refer to the consolidated financial statements
and footnotes thereto included in the Cal-Maine Foods, Inc. and Subsidiaries
Annual Report on Form 10-K for the year ended June 2, 2001.

2.     Inventories

       Inventories consisted of the following:

                                             March 2, 2002     June 2, 2001
                                         ------------------ ----------------

         Flocks                                    $31,411         $ 31,920
         Eggs                                        3,646            3,149
         Feed and supplies                          11,220            9,459
         Livestock                                   2,937            2,594
                                         ------------------ ----------------
                                                   $49,214         $ 47,122
                                         ================== ================

3.     Goodwill

The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
142, Goodwill and Other Intangible Assets, effective June 3, 2001. Under SFAS
No. 142, goodwill is no longer amortized but reviewed for impairment annually,
or more frequently if certain indicators arise. No impairment loss resulted from
the transitional impairment test completed during the quarter ended December 1,
2001. Had the Company been accounting for its goodwill under SFAS No. 142 for
all periods presented, the Company's net income (loss) and income (loss) per
share would have been as follows:


                                                           Thirteen Weeks Ended             Thirty-Nine Weeks Ended
                                                         March 2          March 3          March 2           March 3
                                                          2002              2001             2002              2001
                                                      -----------       -----------       ----------        ----------
                                                                                                
Reported net income (loss)                             $    (551)        $   4,788        $  (8,710)        $   6,392
Add back goodwill amortization, net of tax                  --                  39             --                 117
                                                       ---------         ---------        ---------         ---------
Pro forma adjusted net income (loss)                   $    (551)        $   4,827        $  (8,710)        $   6,509
                                                       =========         =========        =========         =========

Basic and diluted net income(loss) per share:
     Reported net income (loss)                        $    (.05)        $     .40        $    (.74)        $     .53
     Goodwill amortization, net of tax                      --                 .00             --                 .01
                                                       ---------         ---------        ---------         ---------
Pro forma adjusted basic and diluted net income
(loss) per share                                       $    (.05)        $     .40        $    (.74)        $     .54
                                                       =========         =========        =========         =========


                                       6

ITEM 2. MANAGEMENTS'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

OVERVIEW

       The Company is primarily engaged in the production, cleaning, grading,
packing, and sale of fresh shell eggs. The Company's fiscal year end is the
Saturday nearest to May 31.

       The Company's operations are fully integrated. It owns facilities to
hatch chicks, grow pullets, manufacture feed, and produce, process, and
distribute shell eggs. The Company currently is the largest producer and
distributor of fresh shell eggs in the United States. The shell egg segment
sales, including feed sales to outside egg producers, accounted for 98% of the
Company's net sales. The Company primarily markets its shell eggs in the
southwestern, southeastern, mid-western and mid-Atlantic regions of the United
States. Shell eggs are sold directly by the Company primarily to national and
regional supermarket chains.

       The Company currently uses contract producers for approximately 16% of
its total egg production. Contract producers operate under agreements with the
Company for the use of their facilities in the production of shell eggs by
layers owned by the Company, which owns the eggs produced. Also, shell eggs are
purchased, as needed, from outside producers for resale by the Company.

       The Company's operating income or loss is significantly affected by
wholesale shell egg market prices, which can fluctuate widely and are outside of
the Company's control. Retail sales of shell eggs are greatest during the fall
and winter months and lowest during the summer months. Prices for shell eggs
fluctuate in response to seasonal factors and a natural increase in egg
production during the spring and early summer.

       The Company's cost of production is materially affected by feed costs,
which average about 60% of Cal-Maine's total farm egg production cost. Changes
in feed costs result in changes in the Company's cost of goods sold. The cost of
feed ingredients is affected by a number of supply and demand factors such as
crop production and weather, and other factors, such as the level of grain
exports, over which the Company has little or no control.

       According to U.S. Department of Agriculture reports, the egg industry has
placed approximately 7% fewer baby chicks during the past four months as
compared to the same period last year. This would indicate a smaller national
layer flock during the last half of calendar 2002. Current demand for eggs is
good for domestic use, but is expected to slow for the period following Easter
to Labor Day. Current agricultural commodity futures prices indicate that feed
ingredient prices should remain relatively low for the next few months.

RESULTS OF OPERATIONS

       The following table sets forth, for the periods indicated, certain items
from the Company's Condensed Consolidated Statements of Operations expressed as
a percentage of net sales.


                                                            Percentage of Net Sales
                                               13 Weeks Ended                     39 Weeks Ended
                                      March 2, 2002      March 3, 2001      March 2, 2002   March 3, 2001
                                      -------------------------------------------------------------------
                                                                                    
Net sales                                  100.0%             100.0%             100.0%         100.0%
Cost of sales                               86.2               80.2               90.0           82.8
                                      -------------------------------------------------------------------
Gross profit                                13.8               19.8               10.0           17.2
Selling, general & administrative
                                            12.1               10.7               12.8           11.7
                                      -------------------------------------------------------------------
Operating income (loss)                      1.7                9.1               (2.8)           5.5
Other expense                               (2.7)              (1.9)              (2.7)          (1.9)
                                      -------------------------------------------------------------------
Income (loss) before taxes                  (1.0)               7.2               (5.5)           3.6
Income tax expense (benefit)                (0.4)               2.6               (1.9)           1.3
                                      -------------------------------------------------------------------
Net income (loss)                           (0.6)%              4.6%              (3.6)%          2.3%
                                      ===================================================================


                                       7

       NET SALES

       Net sales for the third quarter of fiscal 2002 were $86.9 million, a
decrease of $17.0 million, or 16.3% as compared to net sales of $103.9 million
for the third quarter of fiscal 2001. Total dozens of eggs sold increased in the
current quarter and egg selling prices decreased as compared with prices last
year. Dozens sold for the current quarter were 143.4 million dozen, an increase
of 2.9 million dozen, or 2.1% as compared to the third quarter of last year.
Although consumer demand was good, increased egg supply resulted in lower egg
selling prices during the current quarter. The Company's net average selling
price per dozen for the fiscal 2002 third quarter was $.576, compared to $.704
for the third quarter of last year, a decrease of 18.2%.

       Net sales for the thirty-nine weeks ended March 2, 2002 were $243.1
million, a decrease of $28.9 million, or 10.6%, as compared to net sales of
$272.0 million for last year. As in the current quarter, total dozens sold
increased and net egg selling prices decreased. Dozens sold for the current 39
week period were 420.1 million as compared to 408.9 million for the same period
in last fiscal year, an increase of 2.7%. For the current 39 week period, the
Company's net average selling price per dozen was $.547, compared to $.633 per
dozen last year, a decrease of 13.6%.

       COST OF SALES

       Cost of sales for the third quarter ended March 2, 2002 was $74.9
million, a decrease of $8.4 million, or 10.1%, as compared to cost of sales of
$83.4 million for last year's third quarter. The decrease is due to lower cost
of purchases from outside egg producers and lower cost of feed ingredients.
Dozens of eggs sold increased 2.1%. These additional dozens were the net result
of an increase in dozens produced in Company facilities and a decrease in the
number of dozens purchased from outside egg producers. A decrease in the cost of
the eggs purchased from outside producers was due to weaker egg market
conditions. Feed cost for the third quarter ended March 2, 2002 was $.193 per
dozen, compared to last fiscal year's cost per dozen of $.213, a decrease of
9.4%. The lower egg selling prices resulted in a decrease in gross profit from
19.8% of net sales for the quarter ended March 3, 2001 to 13.8% of net sales for
the current quarter ended March 2, 2002.

       For the thirty-nine week period ended March 2, 2002, cost of sales was
$219.0, a decrease of $6.3 million, or 2.8%, as compared to cost of sales of
$225.3 million for last year. As in the quarter, the decrease in cost of sales
is the result of lower outside egg purchase cost and a decrease in the cost of
feed. Feed cost for the current 39 weeks was $.195 per dozen, compared to $.198
per dozen last year, a decrease of 1.5%. The decrease in egg selling prices
resulted in a decrease in gross profit from 17.2% of net sales for the prior
year 39 week period to 10.0% for the current 39 week period.

       SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

       Selling, general and administrative expenses for the third quarter ended
March 2, 2002 were $10.5 million, a decrease of $605,000, or 5.4%, as compared
to $11.1 million for last fiscal year's third quarter. The decrease is due to a
decrease in payroll and related expenses and decreased delivery costs. On a cost
per dozen sold basis, selling, general and administrative expenses decreased
$.005 per dozen, $.074 per dozen for the current quarter as compared to $.079
for the same period in the prior year. As a percent of net sales, selling,
general and administrative expenses increased from 10.7% for fiscal 2001 third
quarter to 12.1% for the current quarter.

       For the thirty-nine weeks ended March 2, 2002, selling, general and
administrative expenses were $31.0 million, a decrease of $686,000, or 2.2%, as
compared to $31.7 million for the same period in the prior fiscal year. The
decreased cost was related to decreases in payroll and related expenses, and
decreased delivery expenses. For the current period, fuel cost decreased 15%
from the same period in the prior year. On a cost per dozen sold basis, selling,
general and administrative expenses decreased slightly, $.074 for the current
year and $.077 for last fiscal year. As a percent of net sales, selling, general
and administrative expenses have increased from 11.7% for the prior 39 week
period to 12.8% for the current 39 week period.

                                       8

       OPERATING INCOME

       As the result of the above, operating income was $1.5 million for the
third quarter ended March 2, 2002, as compared to operating income of $9.4
million for last year's fiscal third quarter. Operating income was 1.7% of net
sales for the current fiscal quarter, compared to operating income of 9.1% of
net sales for the same quarter in the prior year.

       For the thirty-nine weeks ended March 2, 2002, operating loss was $6.9
million, compared to operating income of $15.0 million for last fiscal year.
Operating loss was 2.8% of net sales for the current 39 week period compared to
operating income of 5.5% of net sales in the same period in the prior year.

       OTHER EXPENSE

       Other expense for the third quarter ended March 2, 2002 was $2.3 million,
an increase of $445,000, as compared to the third quarter of last fiscal year.
In the current quarter, net interest expense decreased $242,000 and other income
decreased $686,000. Net interest expense decreased as the result of lower
interest rates and capitalized interest on construction projects. Other income
for the current quarter decreased from equity in losses of affiliates. As a
percent of net sales, other expense was 2.7% for the current third quarter,
compared to 1.9% for the same period in the prior year.

       For the thirty-nine weeks ended March 2, 2002, other expense was $6.7
million, an increase of $1.7 million, or 33.5%, as compared to $5.0 million for
the same period in the prior year. For the current period, net interest expense
decreased $391,000 and other income decreased $2.1 million. Net interest expense
increased due to lower interest rates. The decrease in other income is due to a
decreased of $785,000 from equity in losses of affiliates and due to settlement
of an insurance claim for $650,000 recorded in the prior 39 week period. As a
percent of net sales, other expense was 2.7% for the current period, as compared
to 1.9% for the same period in the prior year.

       INCOME TAXES

       As a result of the above, the Company's pre-tax loss was $861,000 for the
quarter ended March 2, 2002, compared to pre-tax income of $7.5 million for last
year's quarter. For the current quarter, an income tax benefit of $310,000 was
recorded with an effective tax rate of 36.0%, as compared to an income tax
expense of $2.7 million with an effective rate of 36.3% for last year's
comparable quarter.

       For the thirty-nine week period ended March 2, 2002, the Company's
pre-tax loss was $13.6 million, compared to pre-tax income of $10.0 million for
last year. For the current thirty-nine week period, an income tax benefit of
$4.8 million was recorded with an effective tax rate of 35.7%, as compared to an
income tax expense of $3.7 million with an effective rate of 36.4% for last
year's comparable period.

       NET INCOME (LOSS)

       Net loss for the third quarter ended March 2, 2002 was $551,000, or $.05
per basic share, compared to net income of $4.8 million, or $.40 per basic share
for last fiscal year's third quarter.

       For the thirty-nine week period ended March 2, 2002, net loss was $8.7
million, or $.74 per basic share, compared to last fiscal year's net income of
$6.4 million, or $.53 per basic share.

                                       9

       CAPITAL RESOURCES AND LIQUIDITY
       The Company's working capital at March 2, 2002 was $15.3 million,
compared to $28.4 million at June 2, 2001. The Company's current ratio was 1.26
at March 2, 2002, as compared with 1.59 at June 2, 2001. The Company's need for
working capital generally is highest in the first and second fiscal quarters
ending in August and November. During the first quarter egg prices are normally
at seasonal lows. In the second quarter, the Company usually builds inventories
and receivable balances in anticipation of the holiday season. Seasonal
borrowing needs frequently are higher during these periods than during other
fiscal periods. The Company had a $35 million line of credit with three banks of
which $8.0 million was outstanding at March 2, 2002. The Company's long-term
debt at that date, including current maturities, totaled $120.3 million, as
compared to $118.3 million at June 2, 2001.

       For the thirty-nine weeks ended March 2, 2002, $5.7 million in net cash
was used in operating activities. This compares to $18.7 million that was
provided by operating activities for the comparable period last fiscal year. In
the current thirty-nine week period, $5.7 million was used for purchases of
property, plant and equipment, $977,000 was received from sales of property,
plant and equipment, and $6.7 million was used for construction projects. Net
cash of $212,000 was used for additions to investments and other assets and
payments of $161,000 were received on notes receivable and investments.
Approximately $571,000 was used for purchase of common stock for the treasury
and $444,000 was used for payments of dividends on the Company's common stock.
Proceeds of $8.0 million were received from net borrowings on notes payable to
banks and long-term borrowings of $9.0 million were received. Payments of $7.0
million were made on long-term debt. The net result was a decrease in cash of
approximately $8.3 million.

       For the comparable period last year, $2.5 million was used for purchases
of property, plant and equipment, $607,000 was received from sales of property,
plant and equipment, and $6.3 million was used for construction projects. Net
cash of $468,000 was used for additions to investments and other assets and
payments of $939,000 were received on notes receivable and investments.
Approximately $1.3 million was used for purchase of common stock for the
treasury and $456,000 was used for payments of dividends on the Company's common
stock. Additional long-term borrowings of $3.1 million were received. Payments
of $5.0 million were made on long-term debt and $7.5 million was paid on the
note payable to bank. The net result was a decrease in cash of approximately
$162,000.

       Substantially all trade receivables and inventories collateralize the
Company's line of credit, and property, plant and equipment collateralize the
Company's long-term debt. The Company is required by certain provisions of these
loan agreements to (1) maintain minimum levels of working capital and net worth;
(2) limit dividends, capital expenditures, lease obligations and additional
long-term borrowings; and (3) maintain various current and cash-flow coverage
ratios, among other restrictions. At June 2, 2001, the Company did not meet
certain of these provisions on its long-term debt agreements and obtained
waivers of these requirements through fiscal 2002. As of March 2, 2002, the
Company did not meet certain provisions of a loan agreement with a financial
institution and received waivers from the institution. The Company is in
compliance with all loan agreements as waived or amended. Under certain of the
loan agreements, the lenders have the option to require the prepayment of any
outstanding borrowings in the event of a change in the control of the Company.

       In fiscal 2001, the Company began construction of a new shell egg
production and processing facility in Guthrie, Kentucky, with completion of the
facility expected in fiscal 2003. The total cost of the facility is
approximately $18.0 million, of which $3.2 million was incurred through March 2,
2002. The Company has commitments from an insurance company to receive $10.0
million in long-term borrowings and from a leasing company to receive $7.5
million applicable to the Guthrie facility. Including the construction project,
the Company has projected capital expenditures of $15.5 million fiscal 2002,
which will be funded by cash flows from operations and additional long-term
borrowings.

       As part of the Smith Farms purchase in September 1999, the Company
completed construction of egg production and processing facilities in Searcy,
Arkansas and Flatonia, Texas. The projects were funded by a leasing company. The
Searcy facility was completed in the current fiscal first quarter at cost of
approximately $20.0 million and the Flatonia facility was completed in the
current fiscal second quarter at a cost of approximately $16.0 million. These
facilities are leased with seven year terms and accounted for as operating
leases.

       Impact of Recently Issued Accounting Standards. Effective June 3, 2001,
the Company adopted Financial Accounting Standards No. 141, "Business
Combinations" (SFAS No. 141). SFAS No. 141 eliminates the pooling-of-interests
method of accounting for business combinations except for qualifying business
combinations that were initiated prior to July

                                       10


1, 2001. SFAS No. 141 also includes new criteria to recognize intangible assets
separately from goodwill. The requirements of SFAS 141 are effective for any
business combination accounted for by the purchase method that is completed
after June 30, 2001.

       The Company also adopted Statement of Financial Accounting Standards
No.142, "Goodwill and Other Intangible Assets"(SFAS No 142), effective June 3,
2001. Under SFAS No. 142, goodwill is no longer amortized but reviewed for
impairment annually, or more frequently if certain indicators arise. The Company
completed its transitional impairment test in the quarter ended December 1 ,2001
and no impairment loss resulted.

       Forward Looking Statements. The foregoing statements contain
forward-looking statements, which involve risks, and uncertainties and the
Company's actual experience may differ materially from that discussed above.
Factors that may cause such a difference include, but are not limited to, those
discussed in "Factors Affecting Future Performance" below, as well as future
events that have the effect of reducing the Company's available cash balances,
such as unanticipated operating losses or capital expenditures related to
possible future acquisitions. Readers are cautioned not to place undue reliance
on forward-looking statements, which reflect management's analysis only as the
date hereof. The Company assumes no obligation to update forward-looking
statements. See also the Company's reports to be filed from time to time with
the Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934.

       Factors Affecting Future Performance. The Company's future operating
results may be affected by various trends and factors beyond the Company's
control. These include adverse changes in shell egg prices and in the grain
markets. Accordingly, past trends should not be used to anticipate future
results and trends. Further, the Company's prior performance should not be
presumed to be an accurate indication of future performance.


ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK

       There have been no material changes in the market risk reported in the
Company's fiscal 2001 annual report on Form 10-K.


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                           PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a.   Exhibits

              None

         b.   Reports on Form 8-K

         No current report on Form 8-K was filed by the Company covering an
         event during the third quarter of fiscal 2002.


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                                   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:  April 9, 2002                      /s/  Bobby J. Raines
                                          --------------------------------------
                                          Bobby J. Raines
                                          Vice President/Treasurer
                                          (Principal Financial Officer)


Date:  April 9, 2002                      /s/  Charles F. Collins
                                          --------------------------------------
                                          Charles F. Collins
                                          Vice President/Controller
                                          (Principal Accounting Officer)



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