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 August 31, 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 October 4, 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 -
               August 31, 2002 and June 1, 2002                             3

               Condensed Consolidated Statements of Operations -
               Three Months Ended August 31, 2002 and
               September 1, 2001                                            4

               Condensed Consolidated Statements of Cash Flow -
               Three Months Ended August 31, 2002 and
               September 1, 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

     Certifications                                                        14

                                       2

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

                                                                      August 31, 2002   June 1, 2002
                                                                      ---------------   ------------
                                                                        (unaudited)       (note1)
ASSETS
Current assets:
                                                                                   
      Cash and cash equivalents                                          $   3,306       $   4,878
      Trade and other receivables                                           17,516          17,380
      Recoverable federal income taxes                                       7,209           6,031
      Inventories                                                           46,716          46,108
      Prepaid expenses and other current assets                              2,485             911
                                                                         ---------       ---------
Total current assets                                                        77,232          75,308

Notes receivable and investments                                             7,032           7,116
Goodwill                                                                     3,147           3,147
Other assets                                                                 1,851           1,865

Property, plant and equipment                                              261,580         258,696
Less accumulated depreciation                                             (119,853)       (116,478)
                                                                         ---------       ---------
                                                                           141,727         142,218
                                                                         ---------       ---------
      TOTAL ASSETS                                                       $ 230,989       $ 229,654
                                                                         =========       =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
        Note payable to bank                                             $  14,500       $   7,000
      Accounts payable and accrued expenses                                 26,113          28,867
      Current maturities of long-term debt                                  10,364          10,364
      Deferred income taxes                                                 11,767          11,767
                                                                         ---------       ---------
Total current liabilities                                                   62,744          57,998


Long-term debt, less current maturities                                    106,007         107,998
Other non-current liabilities                                                1,450           1,450
Deferred income taxes                                                        8,186           7,748
                                                                         ---------       ---------
      Total liabilities                                                    178,387         175,194

Stockholders' equity:
   Common stock $0.01 par value per share:
      Authorized shares - 30,000,000
      Issued and outstanding shares - 17,565,200 at August 31, 2002
      and June 1, 2002                                                         176             176
   Class A common stock $0.01 part value, authorized, issued and
      outstanding 1,200,000 shares                                              12              12
    Paid-in capital                                                         18,784          18,784
    Retained earnings                                                       46,729          48,587
   Common stock in treasury-6,863,512 shares at August 31, 2002
      and June 1, 2002                                                     (13,099)        (13,099)
                                                                         ---------       ---------
   Total stockholders' equity                                               52,602          54,460
                                                                         ---------       ---------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 230,989       $ 229,654
                                                                         =========       =========

           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
                                            August 31, 2002    September 1, 2001
                                            ---------------    -----------------
Net sales                                       $ 82,218             $ 72,428
Cost of sales                                     72,147               69,731
                                                --------             --------
  Gross profit                                    10,071                2,697
Selling, delivery and administrative              10,557               10,014
                                                --------             --------
  Operating loss                                    (486)              (7,317)
Other income (expense):
   Interest expense, net                          (2,219)              (2,066)
   Other                                              53                 (118)
                                                --------             --------
                                                  (2,166)              (2,184)
                                                --------             --------

   Loss before income taxes                       (2,652)              (9,501)
Income tax benefit                                  (940)              (3,401)
                                                --------             --------
   Net loss                                     $ (1,712)            $ (6,100)
                                                ========             ========
Net loss per common share:
   Basic                                        $   (.15)            $   (.52)
                                                ========             ========
   Diluted                                      $   (.15)            $   (.52)
                                                ========             ========
Dividends per common share                      $  .0125             $  .0125
                                                ========             ========
Weighted average shares outstanding:
   Basic                                          11,764               11,772
                                                ========             ========
   Diluted                                        11,764               11,772
                                                ========             ========


See notes to condensed consolidated financial statements.



                                       4


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


                                                                                 13 Weeks Ended
                                                                       August 31, 2002      September 1, 2001
                                                                      ------------------    -----------------
                                                                                         
Cash used in operations                                                   $ (3,314)            $ (7,546)

Investing activities:
   Purchases of property, plant and equipment                               (1,248)              (2,717)
   Construction of production and processing facilities                     (2,554)              (3,271)
   Payments received on notes receivable and from investments                   31                   19
   Increase in notes receivable and investments                               (110)                --
   Net proceeds from disposal of property, plant and equipment                 261                   67
                                                                          --------             --------
Net cash used in investing activities                                       (3,620)              (5,902)

Financing activities:
   Net borrowings on note payable to bank                                    7,500                2,000
   Long-term borrowings                                                       --                  7,200
   Principal payments on long-term debt                                     (1,991)              (1,687)
   Purchases of common stock for treasury                                     --                   (540)
   Payments of dividends                                                      (147)                (151)
                                                                          --------             --------
Net cash provided by financing activities                                    5,362                6,822
                                                                          --------             --------
Net change in cash and cash equivalents                                     (1,572)              (6,626)

Cash and cash equivalents at beginning of period                             4,878               13,129
                                                                          --------             --------
Cash and cash equivalents at end of period                                $  3,306             $  6,503
                                                                          ========             ========




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)
                                 August 31, 2002
                                   (unaudited)

1. Basis of Presentation

         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 principals
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal occurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three-month period
ended August 31, 2002 are not necessarily indicative of the results that may be
expected for the year ended May 31, 2003.

         The balance sheet at June 1, 2002 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 Cal-Maine Foods, Inc. and Subsidiaries annual
report on Form 10-K for the fiscal year ended June 1, 2002.

2.       Inventories

         Inventories consisted of the following:

                                       August 31, 2002       June 1, 2002
                                      ----------------- ------------------

      Flocks                                   $31,084           $ 30,836
      Eggs                                       2,714              2,257
      Feed and supplies                         10,010             10,073
      Livestock                                  2,908              2,942
                                      ----------------- ------------------
                                               $46,716           $ 46,108
                                      ================= ==================

                                       6


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

OVERVIEW

         Cal-Maine Foods, Inc. (the" Company") is primarily engaged in the
production, grading, packing and sale of fresh shell eggs. The Company's fiscal
year end is the Saturday closest to May 31.

         The Company's operations are fully integrated. At its facilities it
hatches chicks, grows pullets, manufactures feed, and produces, processes, and
distributes shell eggs. The Company currently is the largest producer and
distributor of fresh shell eggs in the United States. Shell egg sales, including
feed sales to outside egg producers, account 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 15% 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 from outside producers for resale, as needed, 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 56% of the Company'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 during the past
nine calendar months, the chick hatch has been lower than the same period last
calendar year, resulting in lower projected hen numbers for the upcoming year.
This could result in decreased egg production and upward pressure on egg prices.
Egg demand is very good for domestic use, with export demand down slightly.
Although industry projections concerning the fall 2002 grain crop are uncertain
at this date, current grain commodities futures trading levels indicate that the
cost of feed ingredients may be at higher price levels for the fiscal year
ahead.

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
                                       August 31, 2002       September 1, 2001
                                       ----------------      ------------------

  Net sales                                     100.0  %                100.0  %
  Cost of sales                                  87.8                    96.3
                                       ----------------      ------------------
  Gross profit                                   12.2                     3.7
  Selling, delivery & administrative             12.8                    13.8
                                       ----------------      ------------------
  Operating loss                                 (0.6)                  (10.1)
  Other expense                                  (2.6)                   (3.0)
                                       ----------------      ------------------
  Loss before taxes                              (3.2)                  (13.1)
  Income tax benefit                             (1.1)                   (4.7)
                                       ----------------      ------------------
  Net loss                                       (2.1)  %                (8.4) %
                                       ================      ==================

                                       7

         NET SALES

         Net sales for the first quarter of fiscal 2003 were $82.2 million, an
increase of $9.8 million, or 13.5%, as compared to net sales of $72.4 million
for the first quarter of fiscal 2002. Total eggs sold and egg selling prices
increased in the current quarter as compared to a year ago. Dozens sold for the
current quarter were 136.0 million dozen, an increase of 2.0 million dozen, or
1.5%, as compared to the first quarter of last year. The Company's net average
selling price per dozen for the fiscal 2003 first quarter was $.573, compared to
$.507 for the first quarter of last year, an increase of 13.0%. The Company's
net average selling price is the blended price for all sizes and grades of shell
eggs, including non-graded egg sales, breaking stock and undergrades. Domestic
demand for eggs was good and a nearer to balance supply of eggs strengthened egg
selling prices. Usually, the first quarter of the Company's fiscal year is a
weak quarter as to egg price and volume of sales.

         COST OF SALES

         Total cost of sales for the first quarter ended August 31, 2002 was
$72.1 million, an increase of $2.4 million, or 3.4%, as compared to the cost of
sales of $69.7 million for last year's first quarter. The increase is due to an
increase in dozens sold and an increase in cost of feed. Feed cost per dozen for
the current first quarter was $.205, compared to $.194 per dozen for the
comparable fiscal 2002 first quarter, an increase of 5.7%. Other operating costs
remained in the same ranges for both the current and last year first fiscal
quarters. The increase in egg selling prices offset the increase in cost of
sales and resulted in a net increase in gross profit from 3.7% for the quarter
ended September 1, 2001 to 12.2% of net sales for the current quarter ended
August 31, 2002.

         SELLING, DELIVERY AND ADMINISTRATIVE EXPENSES

         Selling, delivery and administrative expense for the first quarter
ended August 31,2002 was $10.6 million, an increase of $600,000, or 6.0%, as
compared to the expense of $10.0 million for the comparable period last year.
Most of the increase is due to general cost increases in selling and adminis-
trative expenses. On a cost per dozen sold basis, selling, delivery and adminis-
trative expense increased from $.075 per dozen for the first quarter of fiscal
2002 to $.078 per dozen for the current quarter, an increase of 4.0%. Due to an
increase in net sales, selling, delivery and administrative expense decreased
from 13.8% for fiscal 2002 to 12.8% of net sales for the current fiscal year.

         OPERATING LOSS

         As a result of the above, an operating loss of $486,000 was incurred
for the first quarter ended August 31,2002, as compared to an operating loss of
$7.3 million for last fiscal year's first quarter. As a percent of net sales,
the current fiscal 2003 quarter had a 0.6% operating loss, compared to an
operating loss of 10.1% for last year.

         OTHER EXPENSE

         Other expenses for both the first quarters ended August 31, 2002 and
September 1, 2001 were $2.2 million. Other income increased $171,000 for the
current fiscal quarter and net interest expense increased $153,000. As a percent
of net sales, other expense decreased from 3.0% for last years first quarter to
2.6% for the current first quarter.

         INCOME TAXES

         As a result of the above, the Company had a pre-tax loss of $2.7
million for the quarter ended August 31, 2002, compared to pre-tax loss of $9.5
million for the quarter ended September 1, 2001. For the current first quarter,
an income tax benefit of $940,000 was recorded with an effective tax rate of
35.4%, as compared to an income tax benefit of $3.4 million with an effective
tax rate of 35.8% for last year's first quarter.

         NET LOSS

         As a result of the above, the net loss for the first quarter ended
August 31, 2002 was $1.7 million, or $.15 per basic and diluted share, compared
to net loss of $6.1 million, or $.52 per basic and diluted share for the quarter
ended September 1, 2001. As a percent of net sales, net loss decreased from 8.4%
for the quarter ended September 1, 2001 to 2.1% for the quarter ended August 31,
2002.
                                       8

         CAPITAL RESOURCES AND LIQUIDITY

         The Company's working capital at August 31, 2002 was $14.5 million
compared to $17.3 million at June 1, 2002. The Company's current ratio was 1.23
at August 31, 2002 as compared with 1.30 at June 1, 2002. The Company's need for
working capital generally is highest in the last and first fiscal quarters
ending in May and August, respectively, when egg prices are normally at seasonal
lows. Seasonal borrowing needs frequently are higher during these quarters than
during other fiscal quarters. The Company has a $35.0 million line of credit
with three banks of which $14.5 million was outstanding at August 31, 2002. The
Company's long-term debt at August 31, 2002, including current maturities,
amounted to $116.4 million, as compared to $118.4 million at June 1, 2002.

         For the thirteen weeks ended September 1, 2001, $3.3 million in net
cash was used in operating activities. This compares to net cash used of $7.5
million for the comparable period last year. In the current fiscal quarter, $1.2
million was used for purchases of property, plant and equipment and $2.6 million
used for construction projects. Approximately $147,000 used for payments of
dividends on the common stock. Additional net borrowings of $7.5 million was
received on the note payable to bank and $2.0 million was used for repayments on
long-term debt. The net result of these current activities was a decrease in
cash of $1.6 million since June 1, 2002.

         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 1, 2002, the Company did not meet
certain of these provisions on its long-term debt agreements and obtained
waivers of these requirements through fiscal 2003. As of August 31, 2002, the
Company was not in compliance with a certain financial covenant requirement of a
$16.0 million long-term debt agreement. The Company obtained a waiver amendment
of such requirement. The Company is in compliance with the provisions on 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 2004. The total cost of the facility is
approximately $18.0 million, of which $12.0 million was incurred through August
31, 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 $14.0 million fiscal 2003,
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, during fiscal 2002, construction of egg production and processing
facilities in Searcy, Arkansas and Flatonia, Texas. A leasing company funded
$36.0 million for the projects. These facilities are leased with seven-year
terms and accounted for as operating leases.

           Impact of Recently Issued Accounting Standards.
         In October 2001, the FASB issued Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" (SFAS No. 144). SFAS No. 144 supersedes Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed of," (SFAS No. 121), however, it
retains the fundamental provisions of SFAS No. 121 related to the recognition
and measurement of the impairment of long-lived assets to be "held and used." In
addition, SFAS No. 144 provides more guidance on estimating cash flows when
performing a recoverability test, requires that a long-lived asset to be
disposed other than by sale (e.g., abandoned) be classified as "held and used"
until it is disposed of, and establishes more restrictive criteria to classify
an asset as "held for sale." The Company adopted SFAS No. 144 effective June 2,
2002. The adoption did not have an effect on the Company's consolidated results
of operations or financial position.


         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.

                                       9

             Critical Accounting Policies. The preparation of financial
statements in accordance with accounting standards generally accepted in the
United States requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.

Management suggests that the Company's Summary of Significant Accounting
Policies, as described in Note 1 of the Notes to Consolidated Financial
Statements included in Cal-Maine Foods, Inc. and Subsidiaries annual report on
Form10-K for the fiscal year ended June 1, 2002, be read in conjunction with
this Management's Discussion and Analysis of Financial Condition and Results of
Operations. The Company believes the critical accounting policies that most
impact the Company's consolidated financial statements are described below.

Allowance for Doubtful Accounts. In the normal course of business, the Company
extends credit to its customers on a short-term basis. Although credit risks
associated with our customers are considered minimal, the Company routinely
reviews its accounts receivable balances and makes provisions for probable
doubtful accounts. In circumstances where management is aware of a specific
customer's inability to meet its financial obligations to the Company (e.g.
bankruptcy filings), a specific reserve is recorded to reduce the receivable to
the amount expected to be collected. For all other customers, the Company
recognizes reserves for bad debts based on the length of time the receivables
are past due, generally 100% for amounts more than 60 days past due.

Inventories. Inventories of eggs, feed, supplies and livestock are valued
principally at the lower of cost (first-in, first-out method) or market. If
market prices for eggs and feed grains move substantially lower, the Company
would record adjustments to write-down the carrying values of eggs and feed
inventories to fair market value.

      The cost associated with flock inventories, consisting principally of
chick purchases, feed, labor, contractor payments and overhead costs, are
accumulated during the growing period of approximately 18 weeks. Capitalized
flock costs are then amortized over the productive lives of the flocks,
generally one to two years. Flock mortality is charged to cost of sales as
incurred. High mortality from disease or extreme temperatures would result in
abnormal adjustments to write-down flock inventories. Management continually
monitors each flock and attempts to take appropriate actions to minimize the
risk of mortality loss.

Long-Lived Assets. Depreciable long-lived assets are primarily comprised of
buildings and improvements and machinery and equipment. Depreciation is provided
by the straight-line method over the estimated useful lives, which are 15 to 25
years for buildings and improvements and 3 to 12 years for machinery and
equipment. An increase or decrease in the estimated useful lives would result in
changes to depreciation expense.

      The Company continually reevaluates the carrying value of its long-lived
assets, for events or changes in circumstances, which indicate that the carrying
value may not be recoverable. As part of this reevaluation, the Company
estimates the future cash flows expected to result from the use of the asset and
its eventual disposal. If the sum of the expected future cash flows
(undiscounted and without interest charges) is less than the carrying amount of
the asset, an impairment loss is recognized to reduce the carrying value of the
long-lived asset to the estimated fair value of the asset.

Investment in Affiliates. The Company has invested in other companies engaged in
the production, processing and distribution of shell eggs and egg products. The
Company's ownership percentages in these companies range from less than 20% to
50%. Therefore, these investments are recorded using the cost or the equity
method, and accordingly, not consolidated in the Company's financial statements.
Changes in the ownership percentages of these investments might alter the
accounting methods currently used. The Company is a guarantor of approximately
$9 million of long-term debt of one of the affiliates.

Goodwill. Goodwill primarily relates to the fiscal 1999 acquisition of Hudson
Brothers, Inc. Goodwill and indefinite lived intangible assets are no longer
amortized but are reviewed annually, or more frequently if impairment indicators
arise, for impairment. An impairment loss would be recorded if the recorded
goodwill exceeds its implied fair value.


      The Company has only one operating segment, which is its sole reporting
unit. Accordingly, goodwill is tested for impairment at the entity level.
Significant adverse industry or economic changes, or other factors not
anticipated could result in an impairment charge to reduce recorded goodwill.

Income Taxes. The Company determines its effective tax rate by estimating its
permanent differences resulting from differing treatment of items for tax and
accounting purposes. The Company is periodically audited by taxing authorities.
Any audit adjustments affecting permanent differences could have an impact on
the Company's effective tax rate.

Disclosure and Internal Controls. The Chief Executive Officer and Chief
Financial Officer of the Company believe the Company's disclosure controls and
procedures are effective. On October 3, 2002, the Chief Executive Officer and
Chief Financial Officer met with the Audit Committee of the Company's Board of
Directors and outside auditors to evaluate the Company's disclosure controls and

                                       10


procedures, and internal control systems. Based upon these meetings, the
Company's Chief Executive Officer and Chief Financial Officer found no
significant changes in internal controls or in other factors that could
significantly affect internal controls.


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 2002 annual report on Form 10-K.





                                       11


                           PART II. OTHER INFORMATION



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a.   Exhibits
              99.1    Written Statement of The Chief Executive Officer
              99.2    Written Statement of The Chief Financial Officer

         b.   Reports on Form 8-K

         No Current Report on Form 8-K was filed by the Company covering an
event during the first quarter of fiscal 2002.




                                       12


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


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





                                       13


                                  CERTIFICATION


I, Fred R. Adams, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cal-Maine Foods, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


/s/  Fred R. Adams, Jr.
-----------------------------------------------------
Fred R. Adams, Jr.
Chairman of the Board and Chief Executive Officer

Date :     October 9, 2002


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                                  CERTIFICATION

I, Bobby J. Raines, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cal-Maine Foods, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



/s/  Bobby J. Raines
-----------------------------------------------------
 Bobby J. Raines
Vice President, Chief Financial Officer, Treasurer and Secretary

Date:  October  9, 2002

                                       15