EXHIBIT 9








                               September 12, 2003


Joe Franklin Sanderson, Jr.
William Ramon Sanderson
Not individually but as Co-Executors of the Estate of Joe Franklin
Sanderson, Deceased


         Re:      Waiver of Section 7.10 of that certain Credit Agreement dated
                  as of March 21, 2000

Ladies and Gentlemen:

         Reference is hereby made to that certain Credit Agreement dated as of
March 21, 2000, as heretofore amended (the "Credit Agreement") among the
undersigned (collectively the "Banks"), JOE FRANKLIN SANDERSON, JR. AND WILLIAM
RAMON SANDERSON, not individually but solely as co-executors of the estate of
Joe Franklin Sanderson, Deceased (the "Borrower"), and Harris Trust and Savings
Bank, as agent for the Banks (the "Agent"). All defined terms used herein shall
have the same meaning as in the Credit Agreement unless otherwise defined
herein.

         Section 7.10 of the Credit Agreement restricts, among other things, the
Borrower's ability to distribute the shares of common stock of Sanderson Farms,
Inc. (the "SFI Stock") held by the Estate without the Banks' prior written
consent unless the Borrower satisfies certain requirements. One of such
requirements is that after giving effect to the distribution the Borrower's Net
Worth is not less than $2,500,000 (the "Minimum Net Worth Requirement"). The
Borrower would like to distribute up to 7,000 shares of SFI Stock to the
legatees of the Estate and it satisfies all of the requirements contained in
Section 7.10 of the Credit Agreement except the Minimum Net Worth Requirement.

         The Borrower requests that the Banks waive, and the Banks hereby waive
the Minimum Net Worth Requirement to the extent necessary to permit the Borrower
to distribute up to 7,000 shares of SFI Stock to the legatees of the Estate,
provided that such distribution is made no later than November 30, 2003.

         This waiver is limited to the matters expressly stated herein and shall
become effective only upon the Borrower's and the Banks' acceptance hereof in
the manner provided below. By accepting this waiver by the Banks of the
foregoing requirements, the Borrower agrees that it remains obligated to comply
with the terms of the Credit Agreement and related documents, including without
limitation Sections 6 and 7.10 of the Credit Agreement, and that the Banks shall
not be obligated in the future to waive any provision of the Credit Agreement
and related documents and may exercise their rights and remedies under the Loan
Documents and otherwise as though such waiver had never been made. This waiver
shall be governed by the internal laws of the State of Illinois.




         If this is satisfactory to you, please acknowledge this letter in the
space provided below for that purpose.


                                  Very truly yours,

                                  HARRIS TRUST AND SAVINGS BANK,
                                      Individually and as agent


                                  By: /s/ Curtis Flammini
                                          -------------------------------------
                                      Its: Vice President
                                          -------------------------------------



                                  SUNTRUST BANK


                                  By: /s/ Michael Lapresi
                                          -------------------------------------
                                      Its: Director
                                          -------------------------------------