SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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

1. Name and Address of Reporting Person^*

PARAMORE KENNETH

(Last)

(First)

(Middle)

5117 HC 43 SOUTH

(Street)

GREENVILLE

27858

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAL MAINE FOODS INC [ CALM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2003

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/10/2003		M		12,000	A	$3	12,000	D
Common Stock	11/10/2003		D		7,125	D	$16	4,875	D
Common Stock	11/10/2003		M		2,600	A	$3.95	7,475	D
Common Stock	11/10/2003		D		1,621	D	$16	5,854	D
Common Stock								37,221	I	By ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$3	11/10/2003		M			6,000	12/13/2000⁽¹⁾	12/13/2009	Common Stock	6,000	$0	4,000	D
Stock appreciation right	$3	11/10/2003		M			6,000	12/13/2000⁽¹⁾	12/13/2009	Common Stock	6,000	$0	4,000	D
Option (right to buy)	$3.95	11/10/2003		M			1,300	07/25/2003⁽²⁾	07/25/2012	Common Stock	1,300	$0	5,200	D
Stock appreciation right	$3.95	11/10/2003		M			1,300	07/25/2003⁽²⁾	07/25/2012	Common Stock	1,300	$0	5,200	D
Option (right to buy)	$3.95							07/25/2003⁽³⁾	07/25/2012	Common Stock	7,000		7,000	D

Explanation of Responses:

1. The stock option and stock appreciation right become exercisable to the extent of 20% on the above date and is cumulatively exercisable to the extent of 20% each year thereafter. The stock appreciation right and the stock option were granted in tandem. Accordingly, the exercise of the one results in the expiration of the other, if and to the extent the other is not exercised.

2. The stock option and stock appreciation right become exercisable to the extent of 20% on the above date and is cumulatively exercisable to the extent of 20% each year thereafter. The stock appreciation right and the stock option were granted in tandem. Accordingly, the exercise of the one results in the expiration of the other, if and to the extent the other is not exercised.

3. The stock option was granted pursuant to the Company's 1993 Amended and Restated Stock Option Plan. The stock option becomes exercisable to the extent of 20% on the above date and is cumulatively exercisable to the extent of 20% each year thereafter.

	/s/ Kenneth Paramore	11/13/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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