8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

CURRENT REPORT

FORM 8-K

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

Date of Report (Date of Earliest Event Reported): July 31, 2006

Cal-Maine Foods, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-04892	64-0500378
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3320 Woodrow Wilson Avenue

Jackson, MS 39207

(Address of principal executive offices (zip code))

601-948-6813

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

□ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c))

Item 2.02 Results of Operations and Financial Condition

On July 31, 2006, Cal-Maine Foods, Inc. (the "Company") issued a press release announcing its financial results for the fiscal fourth quarter and fiscal year ended June 3, 2006. A copy of the Company’s press release is attached hereto as Exhibit 99.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1 Press Release issued by the Company on July 31, 2006

SIGNATURES

Pursuant to the requirements for the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CAL-MAINE FOODS, INC.
Date: August 1, 2006	By:	/s/ Fred R. Adams, Jr.
		Fred R. Adams, Jr.
		Chairman of the Board and Chief Executive Officer

2

EX-99.1

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

CAL-MAINE FOODS, INC. REPORTS FOURTH QUARTER AND FISCAL 2006 RESULTS

JACKSON, Miss. (July 31, 2006) - Cal-Maine Foods, Inc. (NASDAQ:CALM) today announced financial results for the fourth quarter and fiscal year ended June 3, 2006. For the fourth quarter of fiscal 2006, net sales were $129.4 million compared with net sales of $81.5 million for the fourth quarter a year ago. The Company reported a net loss of $210,000, or $0.01 per basic share, for the fourth quarter of fiscal 2006 compared with a net loss of $6.6 million, or $0.28 per basic share, for the year-earlier period.

For the fiscal year 2006, net sales were $477.6 million compared with net sales of $375.3 million for fiscal 2005. The Company reported a net loss of $1.0 million, or $0.04 per basic share, for fiscal 2006 compared with a net loss of $10.4 million, or $0.43 per basic share, in fiscal 2005.

Fred Adams, Jr., chairman and chief executive officer of Cal-Maine Foods, Inc., stated, “During the last year, egg supply has been greater than demand for most of the time. This has resulted in low egg prices. We are pleased with our net results, considering the market conditions.

“Looking ahead, USDA statistics indicate that the egg industry has responded to the poor economics, and the supply of eggs should be more balanced with demand over the next year. Feed costs are currently moderate, but the future direction of corn prices is uncertain because of the strong demand for corn used for ethanol production,” added Adams.

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

CALM Reports Fiscal 2006 Results

Page 2

July 31, 2006

CAL-MAINE FOODS, INC. AND SUBSIDIARIES

FINANCIAL HIGHLIGHTS

(Unaudited)

(In thousands, except per share amounts)

	14 Weeks Ended June 3, 2006			13 Weeks Ended May 28, 2005			53 Weeks Ended June 3, 2006			52 Weeks Ended May 28, 2005
Net sales	$	129,404		$	81,477		$	477,555		$	375,266
Gross profit		17,475			2,651			62,217			35,433
Operating income (loss)		2,912			(8,575	)		4,515			(12,325	)
Income (loss) before income taxes		1,724			(9,730	)		(1,478	)		(15,408	)
Net income (loss)	$	(210	)	$	(6,550	)	$	(1,013	)	$	(10,358	)
Net income (loss) per common share:
Basic	$	(0.01	)	$	(0.28	)	$	(0.04	)	$	(0.43	)
Diluted	$	(0.01	)	$	(0.28	)	$	(0.04	)	$	(0.43	)
Weighted average shares outstanding:
Basic		23,502			23,636			23,496			23,834
Diluted		23,502			23,636			23,496			23,834

SUMMARY BALANCE SHEET

(Unaudited)

(In thousands, except per share amounts)

ASSETS	June 3, 2006		May 28, 2005
Cash and short-term investments	$	38,295	$	55,605
Receivables		24,955		16,739
Inventories		57,843		45,628
Other		4,585		7,984
Current assets		125,678		125,956
Fixed assets (net)		176,275		127,388
Other assets		15,165		16,190
Total assets	$	317,118	$	269,534
LIABILITIES AND SHAREHOLDERS' EQUITY
Current portion of long-term debt	$	11,902	$	10,149
Accounts payable		24,190		20,034
Other current liabilities		17,336		13,086
Current deferred income taxes		11,450		9,100
Current liabilities		64,878		52,369
Deferred taxes and other liabilities		40,455		22,465
Long-term debt		92,010		72,845
Shareholders' equity		119,775		121,855
Total liabilities and shareholders' equity	$	317,118	$	269,534

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