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 December 2, 2000

                                      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 December 30, 2000.

      Common Stock, $0.01 par value                         10,822,988 shares

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



                             CAL-MAINE FOODS, INC.

                                     INDEX

                                                                          PAGE
PART I.           FINANCIAL INFORMATION                                  NUMBER

Item 1. Condensed Consolidated Financial Statements

        Condensed Consolidated Balance Sheets -
        December 2, 2000 and June 3, 2000                                    3

        Condensed Consolidated Statements of Operations -
        Three Months and Six Months Ended December 2, 2000
        and November 27, 1999                                                4

        Condensed Consolidated Statements of Cash Flow -
        Six Months Ended December 2, 2000 and November 27, 1999              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)




                                                                             December 2, 2000                   June 3, 2000
                                                                             ------------------------------------------------
                                                                                (unaudited)                       (Note 1)
ASSETS
                                                                                                          
Current assets:
     Cash and cash equivalents                                               $   7,090                          $   6,541
     Accounts receivable, net                                                   25,208                             14,299
     Note receivable from affiliate                                              2,500                                271
     Recoverable federal and state income taxes                                    241                              4,509
     Inventories                                                                46,908                             43,913
     Prepaid expenses and other current assets                                      61                                797
                                                                             ----------                         ----------
Total current assets                                                            82,008                             70,330
Notes receivable and investments                                                 7,976                              7,932
Goodwill                                                                         3,272                              3,390
Other assets                                                                     2,754                              2,110

Property, plant and equipment                                                  242,515                            237,098
Less accumulated depreciation                                                   96,992                            (88,961)
                                                                             ----------                         ----------
                                                                               145,523                            148,137
                                                                             ----------                         ----------
     TOTAL ASSETS                                                            $ 241,533                          $ 231,899
                                                                             ==========                         ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Notes payable to banks                                                  $  10,000                          $   7,500
     Accounts payable and accrued expenses                                      32,864                             25,953
     Current maturities of long-term debt                                        6,761                              7,105
     Current deferred income taxes                                              11,287                             11,287
                                                                             ----------                         ----------
Total current liabilities                                                       60,912                             51,845

Long-term debt, less current maturities                                        112,588                            112,631
Deferred expenses                                                                1,489                              1,489
Deferred income taxes                                                            4,581                              4,581
                                                                             ----------                         ----------
     Total liabilities                                                         179,540                            170,546

Stockholders' equity:
     Common stock $0.01 par value per share:
        Authorized shares - 30,000,000
        Issued and outstanding shares - 17,565,200 at December 2,
        2000 and June 3, 2000                                                      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                                                          54,848                             53,535
     Common stock in treasury - 6,678,612 shares at December 2
        2000 and 6,257,712 shares at June 3, 2000                              (11,827)                           (11,154)
                                                                             ----------                         ----------
     Total stockholders' equity                                                 61,993                             61,353
                                                                             ----------                         ----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $ 241,533                          $ 231,899
                                                                             ==========                         ==========


           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                                 26 Weeks Ended
                                         December 2, 2000        November 27, 1999      December 2, 2000         November 27, 1999
                                         ----------------        -----------------      ----------------         -----------------
                                                                                                       
Net sales                                    $92,589                $ 71,054             $ 168,107                 $130,109
Cost of sales                                 74,293                  64,387               141,943                  121,709
                                             --------               ---------            ----------                ---------
     Gross profit                             18,296                   6,667                26,164                    8,400
Selling, general and
     administrative                           10,438                   9,612                20,550                   18,708
                                             --------               ---------            ----------                ---------
Operating income (loss)                        7,858                  (2,945)                5,614                  (10,308)
Other income (expense):
     Interest expense, net                    (2,316)                 (1,577)               (4,471)                  (2,608)
     Other                                     1,060                     245                 1,383                      134
                                             --------               ---------            ----------                ---------
                                              (1,256)                 (1,332)               (3,088)                  (2,474)
                                             --------               ---------            ----------                ---------
Income (loss) before income
     taxes                                     6,601                  (4,277)                2,526                  (12,782)
Income tax expense (benefit)                   2,375                  (1,544)                  922                   (4,686)
                                             --------               ---------            ----------                ---------
    NET INCOME (LOSS)                        $ 4,226                $ (2,732)            $   1,604                 $ (8,096)
                                             ========               =========            ==========                =========
Net  income (loss) per common share:
     Basic                                   $   .35                $  (.22)            $     .13                 $   (.65)
                                             ========               =========            ==========                =========
     Diluted                                 $   .35                $  (.22)            $     .13                 $   (.65)
                                             ========               =========            ==========                =========
Weighted average shares
     outstanding:
     Basic                                    12,114                  12,403                12,153                   12,427
                                             ========               =========            ==========                =========
     Diluted                                  12,122                  12,403                12,190                   12,427
                                             ========               =========            ==========                =========



      See notes to condensed consolidated financial statements.

                                     -4-




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




                                                                                                 26 Weeks Ended
                                                                                  December 2, 2000             November 27, 1999
                                                                                  ----------------------------------------------
                                                                                                          
Cash flows provided by (used in) operating activities                               $ 8,172                     $ (9,095)

Cash flows from investing activities:
     Purchases of property, plant and equipment                                      (1,262)                      (1,641)
     Construction of production facilities                                           (5,032)                      (9,462)
     Purchases of shell egg production and processing business                            -                      (36,205)

     Payments received on notes receivable and from investments                         498                        1,186
     Increase in note receivable, investments and other assets                       (3,488)                        (787)
     Net proceeds from sale of property, plant and equipment                            543                           14
                                                                                    --------                    ---------
Net cash used in investing activities                                                (8,741)                     (46,895)

Cash flows from financing activities:
     Net borrowings on note payable to bank                                           2,500                        7,500
     Long-term borrowings                                                             2,916                       23,445
     Principal payments on long-term debt and capital leases                         (3,334)                      (2,505)
     Purchases of common stock for treasury                                            (673)                        (567)
     Payment of dividends                                                              (291)                        (303)
                                                                                    --------                    ---------
Net cash provided by financing activities                                             1,118                       27,570
                                                                                    --------                    ---------
Increase (decrease) in cash and cash equivalents                                        549                      (28,420)

Cash and cash equivalents at beginning of period                                      6,541                       36,198
                                                                                    --------                    ---------
Cash and cash equivalents at end of period                                          $ 7,090                     $  7,778
                                                                                    ========                    =========

      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)
                               December 2, 2000
                                  (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  management  , all
adjustments (consisting of normal occurring accruals) considered necessary for
a fair presentation have been included.  Operating results for the three-month
and six-month periods ended December 2, 2000 are not necessarily indicative of
the results that may be expected for the year ended June 2, 2001.

      The  balance  sheet at June 3, 2000 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.'s annual report on
Form 10-K for the fiscal year ended June 3, 2000.


2.    Inventories

      Inventories consisted of the following:
                                                 December 2, 2000  June 3, 2000
                                                 ----------------  ------------

       Flocks                                      $ 30,178           $ 28,417
       Eggs                                           3,740              2,417
       Feed and supplies                             10,040             10,028
       Livestock                                      2,950              3,051
                                                   --------           --------
                                                   $ 46,908           $ 43,913
                                                   ========           ========


                                     -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 closest 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 eggs 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 20% 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.


                                     -7-





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                           26 Weeks Ended
                                 Dec. 2, 2000    Nov. 27, 1999        Dec. 2, 2000    Nov. 27, 1999
                                 -----------------------------        -----------------------------
                                                                            
Net sales                           100.0  %      100.0  %              100.0  %        100.0  %
Cost of sales                        80.2          90.6                  84.4            93.5
                                 ------------------------------------------------------------------
Gross profit                         19.8           9.4                  15.6             6.5
Selling, general &
 administrative
                                     11.3          13.5                  12.3            14.4
                                 ------------------------------------------------------------------
Operating income (loss)               8.5          (4.1)                  3.3            (7.9)
Other expense                        (1.4)         (1.9)                 (1.8)           (1.9)
                                 ------------------------------------------------------------------
Income (loss) before taxes            7.1          (6.0)                  1.5            (9.8)
Income tax expense (benefit)          2.6          (2.2)                   .5            (3.6)
                                 ------------------------------------------------------------------
Net income (loss)                     4.5   %      (3.8)  %               1.0  %         (6.2) %
                                 ==================================================================


NET SALES

      Net sales for the second quarter of fiscal 2001 were $92.6  million,  an
increase of $21.5 million,  or 30.3% as compared to net sales of $71.1 million
for the second quarter of fiscal 2000.  Total dozens of eggs sold increased in
the current  quarter and egg selling prices  increased as compared with prices
last year.  Dozens sold for the current  quarter were 137.1 million dozen,  an
increase of 5.3 million  dozen,  or 4.1% as compared to the second  quarter of
last year.  Improved demand for eggs and less supply resulted in substantially
higher egg  selling  prices  during the current  quarter.  The  Company's  net
average  selling price per dozen for the fiscal 2001 second quarter was $.644,
compared to $.500 for the second quarter of last year, an increase of 28.8%.

      Net sales for the  twenty-six  weeks ended  December 2, 2000 were $168.1
million,  an increase of $38.0 million,  or 29.2%. As in the current  quarter,
total dozens sold and net egg selling  prices  increased.  Dozens sold for the
current  26-week  period were 268.4  million as compared to 241.1  million for
last fiscal year, an increase of 11.3%.  Approximately half of the increase in
dozens sold is due to an acquisition  made during the second quarter of fiscal
2000.  As discussed  above,  favorable  egg market  conditions  increased  egg
selling  prices.  For the current 26 week period,  the  Company's  net average
selling  price per dozen was $.596,  compared to $.498 per dozen last year, an
increase of $.098 per dozen, or 19.7%.

COST OF SALES

      Total cost of sales for the second  quarter  ended  December 2, 2000 was
$74.3 million, an increase of $10.0 million, or 15.4%, as compared to the cost
of sales of $64.4 million for last year's second quarter.  The increase is due
to increases in dozens sold, cost of purchases from outside egg producers, and
cost of feed  ingredients.  Dozens of eggs sold  increased 5.3 million for the
current quarter.  These additional dozens were produced in Company facilities.
The increase in the cost of eggs purchased  from outside  producers was due to
improved  egg  market  conditions.  Feed  cost for the  second  quarter  ended
December 2, 2000 was $.194 per dozen,  compared to last fiscal year's cost per
dozen of $.179, an increase of 8.4%. The increases in dozens sold and improved
egg selling  prices  resulted in an increase in gross profit from 9.4% for the
quarter ended November 27, 1999 to 19.8% of net sales for the current  quarter
ended December 2, 2000.

      For the  twenty-six  week period ended  December 2, 2000,  total cost of
sales was $141.9 million,  an increase of $20.2 million, or 16.6%, as compared
to the cost of sales of $121.7  million for last year. As in the quarter,  the
increase in cost of sales is the result of more dozens  sold,  higher  outside


                                     -8-




egg purchase cost, and moderate  increase in cost of feed. Eggs sold increased
27.3  million  dozen  in  the  current  year  and  were  supplied  by  Company
facilities.  Of  this  increase  in  dozens,  approximately  half is due to an
acquisition last year. Feed cost for the current 26 weeks was $.191 per dozen,
compared  to $.179  per  dozen  for  last  year,  an  increase  of  6.7%.  The
improvements  in egg selling  prices and increased  dozens sold resulted in an
increase in gross profit from 6.5% of net sales for last year to 15.6% for the
current fiscal year.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

      Selling, general and administrative expense for the second quarter ended
December  2, 2000 was $10.4  million,  an increase of  $800,000,  or 8.3%,  as
compared to $9.6 million for last fiscal  year's second  quarter.  Most of the
increase was in delivery costs from  increased  dozens sold and from increased
fuel cost and outside contract  trucking.  Fuel cost has increased 27.0% above
last year's quarter and is a cause of the increased  outside contract trucking
cost.  On a cost per dozen sold basis,  selling,  general  and  administrative
expense  remained about the same,  $.076 per dozen for the current  quarter as
compared to $.073 for last year. As a percent of net sales,  selling,  general
and administrative expense decreased from 13.5% for fiscal 2000 second quarter
to 11.3% for the current quarter.

      For the twenty-six  weeks ended December 2, 2000,  selling,  general and
administrative  expense was $20.6  million,  an increase of $1.9  million,  or
10.2%,  as  compared  to an expense of $18.7  million for the same period last
fiscal year. As in the current  quarter,  most of the increase was in delivery
cost,  which  increased  due to an increase of 11.3% in dozens sold and higher
delivery costs. For the current period, fuel cost has increased 33.0% from the
same period in the prior year and has also increased outside contract trucking
cost.  On a cost per dozen sold basis,  selling,  general  and  administrative
expense  is  unchanged  at $.077 for both  fiscal  years.  As a percent of net
sales,  selling,  general and administrative  expense has decreased from 14.4%
for fiscal 2000 to 12.3% for the current fiscal year.


OPERATING INCOME

      As the result of the above,  operating  income was $7.9  million for the
second  quarter ended  December 2, 2000,  as compared to an operating  loss of
$2.9 million for last year's fiscal second quarter. As a percent of net sales,
the current  fiscal 2001 quarter had an 8.5% operating  income,  compared to a
4.1% operating loss for last year.

         For the twenty-six weeks ended December 2, 2000, operating income was
$5.6 million,  compared to an operating  loss of $10.3 million for last fiscal
year.  As a  percent  of net  sales,  the  current  fiscal  period  had a 3.3%
operating income, compared to a 7.9% operating loss for last year.

OTHER EXPENSE

      Other  expense for the second  quarter  ended  December 2, 2000 was $1.3
million, the same amount as last year's comparable period. This net figure for
the current  quarter was the result of an increase of $739,000 in net interest
expense  and an  $815,000  increase  in other  income.  Net  interest  expense
increased as the result of  increased  borrowing,  primarily on the  Company's
line of  credit,  which  began  during  the  second  quarter  of fiscal  2000,
increased  through the first quarter of fiscal 2001 and  decreased  during the
current second quarter.  Other income for the current  quarter  increased from
equity in income of affiliates and from settlement of an insurance claim. As a
percent of net sales,  other  expense was 1.4% for the current  fiscal  second
quarter, compared to 1.9% last year.

      For the twenty-six  weeks ended December 2, 2000, other expense was $3.1
million, an increase of $600,000,  or 24.0%, as compared to an expense of $2.5
million for last year. For the current period,  net interest expense increased
$1.9  million  and other  income  increased  $1.3  million.  The net  increase
resulted from the same activities as mentioned  above in the current  quarter.
As a percent of net sales,  other expense was 1.8% for the current period,  as
compared to 1.9% for last year.


                                     -9-




INCOME TAXES

      As a result of the above, the Company's  pre-tax income was $6.6 million
for the quarter  ended  December 2, 2000,  compared to a pre-tax  loss of $4.3
million  for last  year's  quarter.  For the  current  quarter,  an income tax
expense of $2.4 million was recorded with an effective  tax rate of 36.0%,  as
compared to an income tax benefit of $1.5 million  with an  effective  rate of
36.1% for last year's comparable quarter.

      For the  twenty-six  week period ended  December 2, 2000,  the Company's
pre-tax income was $2.5 million, compared to pre-tax loss of $12.8 million for
last year. For the current  twenty-six  week period,  an income tax expense of
$900,000 was recorded with an effective  tax rate of 36.5%,  as compared to an
income tax benefit of $4.7 million  with an  effective  rate of 36.7% for last
year's comparable period.


NET INCOME (LOSS)

      Net  income  for the  second  quarter  ended  December  2, 2000 was $4.2
million,  or $.35 per basic share,  compared to net loss of $2.7  million,  or
$.22 per basic share for last fiscal year's second quarter.

      For the  twenty-six  week period ended  December 2, 2000, net income was
$1.6 million, or $.13 per basic share, compared to last fiscal year's net loss
of $8.1 million, or $.65 per basic share.


CAPITAL RESOURCES AND LIQUIDITY

      The  Company's  working  capital at December  2, 2000 was $21.1  million
compared to $18.5  million at June 3, 2000.  The  Company's  current ratio was
1.35 at December 2, 2000 as compared with 1.36 at June 3, 2000.  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 $10.0  million  was  outstanding  at
December 2, 2000. The Company's long-term debt at December 2, 2000,  including
current maturities,  amounted to $119.3 million, as compared to $119.7 million
at June 3, 2000.

      For the  twenty-six  weeks ended  December 2, 2000,  $8.2 million in net
cash was provided by operating activities.  This compares to $9.1 million that
was used in operating  activities for the comparable  period last fiscal year.
In the current twenty-six week period,  $1.3 million was used for purchases of
property,  plant and equipment,  $500,000 net proceeds  received from sales of
property,  plant  and  equipment,  and  $5.0  million  used  for  construction
projects.  Net cash of $3.0 million was used for additions to notes receivable
and investments.  Approximately $678,000 was used for purchase of common stock
for the  treasury  and  $291,000  used for payments of dividends on the common
stock.  Additional  cash of $2.5  million was  received on the note payable to
bank and,  additional  long-term  borrowings  of $2.9 million  were  received.
Repayments of $3.3 million were made on long-term  debt. The net result was an
increase in cash of approximately $549,000.

      For the comparable period last year, $1.6 million was used for purchases
of property, plant and equipment, $9.5 million used for construction projects,
and $36.2 million used in acquisition  of a shell egg operation.  Net payments
of  approximately  $400,000 were received on notes receivable and investments.
Approximately $567,000 was used for purchase of common stock, and $303,000 was
used for payments of dividends on the common  stock.  Additional  cash of $7.5
million was received on the note  payable to bank,  and  additional  long-term
borrowings  of $23.5  million were  received.  Repayments of $2.5 million were
made on  long-term  debt.  The net  result  was a  decrease  in cash of  $28.4
million.

      Certain key industry  indicators for shell eggs are currently  favorable
for  fiscal  2001.  Baby  chicks  placed  during  calendar  2000 are down over
approximately  5% compared  to the same  period  last year.  This will tend to
reduce  the  nationwide  laying  flock  size  in  the  current  year.  Current
projections  for total  laying  flock size in the U. S.  during the  Company's
fiscal 2001 are only slightly larger than last fiscal year.  With  anticipated
improved  demand by the egg  industry,  this should  result in higher  selling
prices for eggs. Current industry  indications are for a good corn and soybean
supply for 2001.  This should  ensure  favorable  cost of feed for the current
fiscal year.


                                     -10-




      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.  The  Company was in
compliance with these  provisions as of December 2, 2000. 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.

      At   December    2,   2000   the    Company   had   $3.3    million   in
construction-in-progress  which primarily represents construction of new shell
egg production and processing facilities in Waelder, Texas. The estimated cost
to  complete   construction  of  the  Waelder   facility  in  fiscal  2001  is
approximately  $3.4  million.  The Company has a commitment  from an insurance
company to receive  $13.4  million in long-term  borrowings  applicable to the
Waelder  facility,  of which $11.4  million was funded as of December 2, 2000.
Including the  completion of the Waelder  facility,  the Company has projected
capital  expenditures of $15.0 million in fiscal 2001, 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 is
continuing the  construction  of egg  production and processing  facilities in
Searcy,  Arkansas  and  Flatonia,  Texas.  The  projects are being funded by a
leasing  company.  Total cost of the Searcy  facility is  approximately  $20.0
million and completion is expected in the first quarter of fiscal 2002.  Total
cost of the Flatonia facility is approximately $16.0 million and completion is
anticipated in the second  quarter of fiscal 2002.  These  facilities  will be
leased with seven year terms and accounted for as operating leases.

      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 2000 annual report on Form 10-K.


                                     -11-




                          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 second quarter of fiscal 2001.


                                     -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:  January 11, 2001                         /s/FRED R. ADAMS, JR.
                                                ---------------------
                                                Fred R. Adams, Jr.
                                                Chairman of the Board
                                                Chief Executive Officer


Date:  January 11, 2001                         /s/CHARLES F. COLLINS
                                                ---------------------
                                                Charles F. Collins
                                                Vice President/Controller
                                                (Principal Accounting Officer)


                                     -13