8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the
Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported):   August 2, 2004

CAL-MAINE FOODS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-04892	64-0500378
(State or other	(Commission File Number)	(IRS Employer
jurisdiction of		Identification
incorporation)		Number)

3320 Woodrow Wilson Avenue, Jackson, MS	39207
(Address of principal executive offices)	(Zip Code)

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

Item 5.    Other Events and Required FD Disclosure.

        At a special meeting held on August 2, 2004, the Board of Directors of Cal-Maine Foods, Inc., a Delaware corporation, (the “Company”), approved a stock repurchase plan. The Company is authorized to purchase a maximum of two million shares of its outstanding Common Stock by July 31, 2005. A press release announcing the repurchase plan was released on August 3, 2004. The plan will comply with SEC Rule 10b-18 and provides for purchases through an independent broker at market prices.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

The following exhibit is filed herewith:

Exhibit No.           Document

99 Press release issued by the Registrant on August 3, 2004

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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:  August 3, 2004	By:  /s/ Bobby J. Raines
	Bobby J. Raines
	Vice President, Chief Financial Officer,
	Officer, Treasurer and Secretary

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EX-99

	Contact:	Fred Adams, Jr.
		Chairman and CEO
		(601) 948-6813

CAL-MAINE FOODS, INC. ANNOUNCES SHARE REPURCHASE PROGRAM

JACKSON, Miss. (August 3, 2004) – Cal-Maine Foods, Inc. (Nasdaq:CALM) today announced that its Board of Directors has authorized the repurchase of up to two million shares of the Company’s Common Stock at open market prices by July 31, 2005.

        “Both management and the board believe that a share repurchase represents a good use of cash to increase value for all shareholders,” said Fred Adams, Jr., chairman and chief executive officer of Cal-Maine Foods, Inc. He said the Company’s strategic acquisition program would continue.

        At the end of the Company’s fiscal year on May 29, 2004, there were 21,823,494 shares of Common Stock and 2,400,000 shares of Class A Common Stock outstanding.

        Cal-Maine Foods, Inc. is primarily engaged in the production, grading, packing and sale of fresh shell eggs. The Company, which is headquartered in Jackson, Mississippi, currently is the largest producer and distributor of fresh shell eggs in the United States and sells the majority of its shell eggs in approximately 28 states across the southwestern, southeastern, mid-western and mid-Atlantic regions of the United States.

        Statements contained in this press release that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties (contained in the Company’s SEC filings) that could cause actual results to differ materially from those projected. SEC filings may be obtained from the SEC or by contacting the Company.

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CAL-MAINE FOODS, INC.	POST OFFICE BOX 2960          •	JACKSON, MISSISSIPPI 39207
	PHONE 601-948-6813	FAX 601-969-0905