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 28, 2008

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 28, 2008, Cal-Maine Foods, Inc. (the "Company") issued a press release announcing its financial results for the fiscal fourth quarter and fiscal year ended May 31, 2008. 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 28, 2008

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: July 29, 2008	By:	/s/ Fred R. Adams, Jr.
		Fred R. Adams, Jr.
		Chairman of the Board and Chief Executive Officer

2

EX-99.1

Exhibit 99.1

	Contacts:	Fred Adams, Jr., Chairman and CEO
		Timothy A. Dawson, Vice President and CFO
		(601) 948-6813

CAL-MAINE FOODS, INC. REPORTS FOURTH QUARTER AND FISCAL 2008 RESULTS

JACKSON, Miss. (July 28, 2008) - Cal-Maine Foods, Inc. (NASDAQ:CALM) today announced financial results for the fourth quarter and fiscal year ended May 31, 2008. For the fourth quarter of fiscal 2008, net sales were $235.6 million compared with net sales of $169.9 million for the fourth quarter a year ago. The Company reported net earnings of $36.6 million, or $1.54 per basic share, for the fourth quarter of fiscal 2008 compared with net earnings of $18.3 million, or $0.78 per basic share, for the same period last year.

For the fiscal year 2008, net sales were $915.9 million compared with net sales of $598.1 million for fiscal 2007. The Company reported net income of $151.9 million, or $6.41 per basic share, for fiscal 2008 compared with net income of $36.7 million, or $1.56 per basic share, in fiscal 2007.

Fred Adams, Jr., chairman and chief executive officer of Cal-Maine Foods, Inc., stated, “The results for the fourth quarter reflect good demand for eggs and strong egg prices. The overall supply of eggs was slightly lower than the same period last year, which contributed to a more favorable market balance. Feed costs continued to be very high, reflecting the rising costs of corn and soybean meal.

“For fiscal 2008, our results reflect very good egg prices, record high feed costs, and a solid performance by the Cal-Maine management team. As we look ahead, we see continued strong demand for eggs, a slightly higher, but manageable, egg supply, and further volatility with respect to corn and soybean meal prices. All of our operations are running smoothly, and we are optimistic about Cal-Maine’s business for the year ahead.”

For the fourth quarter of fiscal 2008, Cal-Maine will pay a cash dividend of approximately $.516 per share to holders of its common stock. A cash dividend of approximately $.49 per share will be paid to holders of its Class A common stock, which represents 95 percent of the amount paid to holders of common stock. The amount paid could vary slightly based on the amount of outstanding shares on the record date. The dividend is payable August 14, 2008, to shareholders of record on July 30, 2008.

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 29 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 Fourth Quarter and Fiscal 2008 Results

Page 2

July 28, 2008

CAL-MAINE FOODS, INC. AND SUBSIDIARIES

FINANCIAL HIGHLIGHTS

(Unaudited)

(In thousands, except per share amounts)

	13 Weeks		13 Weeks		52 Weeks		52 Weeks
	Ended		Ended		Ended		Ended
	May 31,		June 2,		May 31,		June 2,
	2008		2007		2008		2007
Net sales	$	235,628	$	169,872	$	915,939	$	598,128
Gross profit		72,042		41,080		298,556		118,624
Operating income		52,043		26,517		223,637		58,230
Income before income taxes		54,911		27,107		231,391		56,261
Net income	$	36,558	$	18,283	$	151,861	$	36,656
Net income per common share:
Basic	$	1.54	$	0.78	$	6.41	$	1.56
Diluted	$	1.54	$	0.77	$	6.40	$	1.55
Weighted average shares outstanding:
Basic		23,714		23,581		23,677		23,526
Diluted		23,751		23,647		23,733		23,599

SUMMARY BALANCE SHEET

(Unaudited)

(In thousands)

	May 31,		June 2,
ASSETS	2008		2007
Cash and short-term investments	$	94,858	$	54,532
Receivables		50,223		38,180
Inventories		76,766		62,208
Other		2,418		1,390
Current assets		224,265		156,310
Property, plant and equipment (net)		206,493		193,590
Other assets		70,478		14,668
Total assets	$	501,236	$	364,568
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses	$	67,952	$	45,051
Other current liabilities		10,358		5,435
Current maturities of long-term debt		11,470		13,442
Deferred income taxes		12,935		11,830
Current liabilities		102,715		75,758
Deferred income taxes and other liabilities		37,161		33,661
Long-term debt, less current maturities		85,680		99,410
Shareholders' equity		275,680		155,739
Total liabilities and shareholders' equity	$	501,236	$	364,568

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