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): January 3, 2007

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):

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

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

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

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

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Item 2.02.Results of Operations and Financial Condition

On January 3, 2007, Cal-Maine Foods, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal second quarter and six months ended December 2, 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 January 3, 2007

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: January 4, 2007	By:	/s/ Fred R. Adams, Jr.
		Fred R. Adams, Jr. Chairman of the Board and Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

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

CAL-MAINE FOODS, INC. REPORTS SECOND QUARTER FISCAL 2007 RESULTS

JACKSON, Miss. (January 3, 2007) ¾ Cal-Maine Foods, Inc. (NASDAQ: CALM) today announced results for the second quarter and six months ended December 2, 2006.

Net sales for the second quarter of fiscal 2007 were $137.7 million compared with net sales of $138.3 million for the same quarter of fiscal 2006. The Company reported net income of $6.4 million, or $0.27 per basic share, for the second quarter of fiscal 2007 compared with a net loss of $685,000, or $0.03 per basic share, for the second quarter of fiscal 2006.

For the first six months of fiscal 2007, net sales were $253.0 million compared with net sales of $218.0 million for the prior-year period. The Company reported net income of $970,000, or $0.04 per basic share, for the first half of fiscal 2007 compared with a net loss of $8.8 million, or $0.37 per basic share, for the year-earlier period.

Fred Adams, Jr., chairman and chief executive officer of Cal-Maine Foods, Inc., stated, “All of our operations are running smoothly and egg demand was good during the second quarter, especially during the weeks leading up to Thanksgiving.  Supplies of eggs were adequate but tight enough to allow strong price increases during the last few weeks of the quarter.  We started the third quarter with profitable prices that continued through the Christmas holiday season.  Feed costs continue to be high due to demand for ethanol, but we believe higher egg prices will more than offset the increase in feed costs in the year ahead.”

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 30 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 PHONE 601-948-6813 ▪ JACKSON, MISSISSIPPI 39207 FAX 601-969-0905

CALM Reports Second Quarter Fiscal 2007 Results

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January 2, 2007

CAL-MAINE FOODS, INC. AND SUBSIDIARIES

FINANCIAL HIGHLIGHTS

(Unaudited)

(In thousands, except per share amounts)

	13 Weeks Ended						26 Weeks Ended
	Dec. 2,			Nov. 26,			Dec. 2,			Nov. 26,
	2006			2005			2006			2005
Net sales	$	137,737		$	138,288		$	253,045		$	218,043
Gross profit		24,955			17,809			33,362			18,769
Operating income (loss)		10,497			1,080			4,434			(8,878	)
Other income (expense)		(940	)		(2,102	)		(2,878	)		(4,245	)
Income (loss) before income taxes		9,557			(1,022	)		1,556			(13,123	)
Net income (loss)	$	6,401		$	(685	)	$	970		$	(8,793	)
Net income (loss) per common share:
Basic	$	0.27		$	(0.03	)	$	0.04		$	(0.37	)
Diluted	$	0.27		$	(0.03	)	$	0.04		$	(0.37	)
Weighted average shares outstanding:
Basic		23,503			23,495			23,503			23,495
Diluted		23,597			23,495			23,596			23,495

SUMMARY BALANCE SHEET

(Unaudited)

(In thousands, except per share amounts)

	December 2,		June 3,
ASSETS	2006		2006
Cash and short-term investments	$	21,364	$	38,295
Receivables		43,745		24,955
Inventories		60,369		57,843
Other		2,630		4,585
Current assets		128,108		125,678
Fixed assets (net)		174,534		176,275
Other assets		15,164		15,165
Total assets	$	317,806	$	317,118
LIABILITIES AND SHAREHOLDERS' EQUITY
Current portion of long-term debt	$	12,930	$	11,902
Accounts payable and accrued expenses		44,325		34,642
Other current liabilities		5,435		6,884
Current deferred income taxes		11,690		11,450
Current liabilities		74,380		64,878
Deferred taxes and other liabilities		32,506		40,455
Long-term debt		90,650		92,010
Shareholders' equity		120,270		119,775
Total liabilities and shareholders' equity	$	317,806	$	317,118

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