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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

(MARK ONE)

            For the quarterly period ended                      July 31, 2003

OR

            For the transition period from      to     

            Commission file number 0-16567

Sanderson Farms, Inc.

(601) 649-4030

Not Applicable

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.

Yes   X      No  _____

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes   X     No   _____

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes  _____      No  _____

APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Stock, $1 Per Share Par Value—12,973,401 shares outstanding as of July 31, 2003.

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INDEX

SANDERSON FARMS, INC. AND SUBSIDIARIES

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PART I.  FINANCIAL INFORMATION
Item 1.   Financial Statements

SANDERSON FARMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

See notes to condensed consolidated financial statements.

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SANDERSON FARMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

See notes to condensed consolidated financial statements.

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SANDERSON FARMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

See notes to condensed consolidated financial statements.

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SANDERSON FARMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
July 31, 2003

NOTE 1 — BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for a fair presentation have been included. Operating results for the three-month and nine-month periods ended July 31, 2003 are not necessarily indicative of the results that may be expected for the year ending October 31, 2003.

The consolidated balance sheet at October 31, 2002 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended October 31, 2002.

NOTE 2—INVENTORIES

Inventories consisted of the following:

NOTE 3–COST OF SALES

In the first quarter and second quarter of fiscal 2003, the Company recognized $6.2 million and $6.0 million, respectively, from settlements pertaining to overcharges by vitamin and methionine suppliers over a number of years. The Company did not recognize any proceeds during the third fiscal quarter of 2003 from these litigations. During the second quarter of fiscal 2002, the Company recognized $2.6 million in settlements. The settlements are reflected in the accompanying condensed consolidated financial statements as a reduction of cost of sales in the nine-month periods ending July 31, 2003 and 2002.

NOTE 4—INCOME TAXES

Deferred income taxes relate principally to cash basis temporary differences and depreciation expense which are accounted for differently for financial and income tax purposes. Effective November 1, 1988, the Company changed from the cash to the accrual basis of accounting for its farming subsidiary. The Taxpayer Relief

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Act of 1997 (the “Act”) provides that the taxes on the cash basis temporary differences as of that date are payable over the next 20 years or in full in the first fiscal year in which the Company fails to qualify as a “Family Farming Corporation”. The Company will continue to qualify as a “Family Farming Corporation” provided there are no changes in ownership control, which management does not anticipate during fiscal 2003.

Item 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The following discussion and analysis should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of the Company’s Annual Report on Form 10-K for its fiscal year ended October 31, 2002.

This Quarterly Report, and other periodic reports filed by the Company under the Securities Exchange Act of 1934, and other written or oral statements made by it or on its behalf, may include forward-looking statements, which are based on a number of assumptions about future events and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the views, beliefs and estimates expressed in such statements. These risks, uncertainties and other factors include, but are not limited to the following:

(1)  Changes in the market price for the Company’s finished products and feed grains, both of which may fluctuate substantially and exhibit cyclical characteristics typically associated with commodity markets.

(2)  Changes in economic and business conditions, monetary and fiscal policies or the amount of growth, stagnation or recession in the global or U.S. economies, either of which may affect the value of inventories, the collectability of accounts receivable or the financial integrity of customers.

(3)  Changes in the political or economic climate, trade policies, laws and regulations or the domestic poultry industry of countries to which the Company or other companies in the poultry industry ship product, and other changes that might limit the Company’s or the industry’s access to foreign markets.

(4)  Changes in laws, regulations, and other activities in government agencies and similar organizations applicable to the Company and the poultry industry and changes in laws, regulations and other activities in government agencies and similar organizations related to food safety.

(5)  Various inventory risks due to changes in market conditions.

(6)  Changes in and effects of competition, which is significant in all markets in which the Company competes, and the effectiveness of marketing and advertising programs. The Company competes with regional and national firms, some of which have greater financial and marketing resources than the Company.

(7)  Changes in accounting policies and practices adopted voluntarily by the Company or required to be adopted by accounting principles generally accepted in the United States.

(8)  Disease outbreaks affecting the production performance and/or marketability of the Company’s poultry products.

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(9)  Changes in the availability and cost of labor and growers.

Readers are cautioned not to place undue reliance on forward-looking statements made by or on behalf of Sanderson Farms. Each such statement speaks only as of the day it was made. The Company undertakes no obligation to update or to revise any forward-looking statements. The factors described above cannot be controlled by the Company. When used in this quarterly report, the words “believes”, “estimates”, “plans”, “expects”, “should”, “outlook”, and “anticipates” and similar expressions as they relate to the Company or its management are intended to identify forward-looking statements.

The Company’s poultry operations are integrated through its control of all functions relative to the production of its chicken products, including hatching egg production, hatching, feed manufacturing, raising chickens to marketable age (“grow out”), processing, and marketing. Consistent with the poultry industry, the Company’s profitability is substantially impacted by the market prices for its finished products and feed grains, both of which may fluctuate substantially and exhibit cyclical characteristics typically associated with commodity markets. Other costs, excluding feed grains, related to the profitability of the Company’s poultry operations, including hatching egg production, hatching, growing, and processing cost, are responsive to efficient cost containment programs and management practices.

The Company believes that value-added products are subject to less price volatility and generate higher, more consistent profit margins than whole chickens ice packed and shipped in bulk form. To reduce its exposure to market cyclicality that has historically characterized commodity chicken market prices, the Company has increasingly concentrated on the production and marketing of value-added product lines with emphasis on product quality, customer service and brand recognition. Nevertheless, market prices continue to have a significant influence on prices of the Company’s chicken products. The Company adds value to its poultry products by performing one or more processing steps beyond the stage where the whole chicken is first saleable as a finished product, such as cutting, deep chilling, packaging and labeling the product. The Company believes that one of its major strengths is its ability to change its product mix to meet customer demands.

The Company’s processed and prepared foods product line includes over 200 institutional and consumer packaged food items that it sells nationally and regionally, primarily to distributors, food service establishments and retailers. A majority of the prepared food items are made to the specifications of food service users.

The Company began processing additional head on the night shift at the Collins, Mississippi, processing plant in May 2003. During the third quarter of fiscal 2003, the production at this plant increased from 950,000 head per week to approximately 1,075,000 head per week, moving closer to its 1.2 million head per week capacity.

Results of Operations

The Company’s net sales for the three months ended July 31, 2003 were $232.2 million as compared to $202.7 million during the three months ended July 31, 2002, an increase of $29.5 million or 14.6%. Net sales of poultry products increased $25.6 million or 14.4% and net sales of prepared food products increased $3.9 million or 15.8%. The increase in net sales of poultry products resulted from an increase in the pounds of poultry products sold of 6.4% and an increase in the average sales price of the Company’s poultry products of 7.5% during the third quarter of fiscal 2003 as compared to the third quarter of

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fiscal 2002. The increase in the pounds of poultry products sold resulted from an increase in the average live weight of chickens produced of approximately 2.4%, an increase in the number of chickens produced of 1.3% and improvement in the Company’s poultry processing yield. During the third quarter of fiscal 2003 overall market prices for poultry products were significantly improved as compared to the third quarter of fiscal 2002. For example, average market prices for boneless breast meat, leg quarters and wings increased 15.3%, 36.2% and 34.3%, respectively, and a simple average of the Georgia dock whole bird prices increased 3.1%. Subsequent to July 31, 2003, the market prices for poultry products have continued to improve. The Company’s prepared foods division increased its net sales by 15.8% primarily from an increase in the pounds of prepared food products sold of 14.1%.

For the first nine months of fiscal 2003 net sales were $617.5 million, an increase of $74.9 million when compared to net sales of $542.6 million for the first nine months of fiscal 2002. This increase in net sales was the result of an increase in the net sales of poultry products of $54.4 million or 11.4% and an increase in the net sales of prepared food products of $20.5 million or 32.0%. The Company’s pounds of poultry products sold increased 10.6% due to an increase in the average live weight of chickens produced of 5.7%, an increase in the number of chickens produced of approximately 1.6% and an improved processing yield. The Company’s average sales price of poultry products increased 0.7% during the nine months ended July 31, 2003 as compared to the nine months ended July 31, 2002. Although overall market prices were significantly higher in the third quarter of fiscal 2003, the overall average market prices for the first nine months of fiscal 2003 are only slightly improved compared to the previous fiscal year average. A simple average of the Georgia dock whole bird prices and the average market price for boneless breast meat for the first nine months of fiscal 2003 reflect an increase of approximately 0.6% and 13.8%, respectively, when compared to the same period in the previous fiscal year. Average market prices for leg quarters and jumbo wings decreased 2.3% and 3.1%, respectively, during the first nine months of fiscal 2003 as compared to the first nine months of fiscal 2002. Net sales of prepared food products increased $20.5 million or 32.0% during the first nine months of fiscal 2003 as compared to the first nine months of fiscal 2002, primarily from an increase in the pounds of prepared food products sold of 33.5%.

For the quarter ended July 31, 2003, the Company’s cost of sales increased $15.6 million or 8.7% as compared to the quarter ended July 31, 2002. This increase reflects the additional pounds of poultry products and prepared food products sold of 6.4% and 14.1%, respectively, and increases in the cost of feed grains. A simple average of the cash market prices for corn and soy meal during the quarter ended July 31, 2003 as compared to the same period a year ago increased 8.9% and 9.5%, respectively. The Company’s cost of sales during the third quarter of fiscal 2003 and 2002 did not include proceeds related to lawsuits against vitamin and methionine suppliers. The Company’s cost of sales also reflects improved operating performance obtained from the additional pounds of poultry products produced during the quarter ended July 31, 2003 as compared to the same quarter during fiscal 2002. Cost of sales of prepared food products during the second quarter of fiscal 2003 as compared to the second quarter of fiscal 2002 increased $5.1 million or 23.8%, and relates to the increase in sales pounds of 14.1% and higher prices for chicken products.

During the first nine months of fiscal 2003, the Company’s cost of sales increased $52.3 million or 10.8%. This increase is primarily due to increases in the pounds of poultry and prepared food products sold and increases in the cost of feed grains. Cost of sales of poultry products increased $31.4 million or 7.3%. However, the average cost of sales of poultry products per pound decreased 2.9% as the Company benefitted from proceeds from lawsuits against vitamin and methionine suppliers and improved performance from the Company’s

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poultry operations. A simple average of corn and soy meal cash market prices for the nine months ended July 31, 2003 as compared to the same period in fiscal 2002 reflected increases of 14.0% and 8.6%, respectively. During the first nine months of fiscal 2003 and fiscal 2002 the Company’s cost of sales was reduced by $12.2 million and $2.6 million, respectively, from proceeds related to lawsuits against vitamin and methionine suppliers. Cost of sales of prepared food products increased $20.9 million or 38.3% due to an increase in the volume of prepared food products sold and increased cost of chicken products.

Selling, general and administrative expenses increased $4.0 million or 55.7% during the third quarter of fiscal 2003 as compared to the same quarter of fiscal 2002. Selling, general and administrative expenses increased $4.9 million during the first nine months of fiscal 2003 as compared to the first nine months of fiscal 2002. The increase during the third quarter and the first nine months of fiscal 2003 resulted from accruals related to the Company’s phantom stock options, bonus award program, employee stock ownership plan, and certain marketing and administrative costs.

The Company’s operating income for the third quarter of 2003 was $25.7 million, an increase of $9.8 million as compared to the third quarter of fiscal 2002. For the first nine months of fiscal 2003 the Company’s operating income was $56.5 million as compared to $38.8 million during the same period a year ago. During fiscal 2003 as compared to fiscal 2002, the Company benefitted from improvements in the operating performance and marketing execution of both the Company’s poultry and prepared foods operations and proceeds from vitamin and methionine litigation. These factors more than offset increases in average cost of feed grains during fiscal 2003 as compared to fiscal 2002. Overall market prices for poultry products, which improved only slightly during the first nine months of fiscal 2003 as compared to the first nine months during fiscal 2002, improved significantly during the third quarter of fiscal 2003 as compared to the same quarter a year ago. Average market prices for poultry products during August 2003 continue to be significantly higher as compared to the same month during fiscal 2002 and the Company believes this trend will continue through the end of fiscal 2003. During the second and first fiscal quarters of 2003, the Company’s operating income included $6.0 million and $6.2 million, respectively, received from vitamin and methionine litigation. During April 2002 the Company’s operating income included $2.6 million from related litigation. Excluding these settlements, the Company’s operating income for the nine months ended July 31, 2003 was $44.3 million. The Company did not record any proceeds related to the litigations during the third quarter of fiscal 2003 and 2002.

Interest expense during the three months ended July 31, 2003 was approximately $0.6 million as compared to $1.0 million during the three months ended July 31, 2002. For the nine months ended July 31, 2003, interest expense was $2.0 million as compared to $2.9 million. This reduction in interest expense during fiscal 2003 as compared to fiscal 2002 resulted from less debt outstanding and lower interest rates. Since October 31, 2001 the Company has reduced its outstanding debt by $39.2 million. During August 2003 the Company paid the outstanding balance of $15.0 million pertaining to the Company’s revolving credit agreement. Accordingly, the Company expects interest expense to remain lower through the remainder of fiscal 2003 as compared to the same period a year ago.

The Company’s effective tax rate for the three and nine months ended July 31, 2003 was 38.7% and 38.3%, respectively. The Company’s effective tax rate for fiscal 2002 was 38.0%. The increase pertains to reduced state tax credits available as a percentage of taxable income.

The Company’s net income for the three months ended July 31, 2003 was $15.4 million as compared to $9.3 million during the three months ended July 31, 2002.

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The Company’s net income for the third fiscal quarters of 2003 and 2002 did not include any proceeds from vitamin and methionine litigation. For the first nine months of fiscal 2003 and fiscal 2002, the Company’s net income was $33.6 million and $22.3 million, respectively. Excluding the proceeds from vitamin and methionine litigation, the Company’s net income was $26.0 million or $1.97 per diluted share for the nine months ended July 31, 2003 and $20.7 million or $1.54 per diluted share for the nine months ended July 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

As of July 31, 2003, the Company’s working capital was $80.6 million and its current ratio was 2.3 to 1. The Company’s working capital at October 31, 2002 was $68.4 million and its current ratio was 2.2 to 1. During the first nine months of fiscal 2003, the Company spent approximately $20.5 million on planned capital projects, including approximately $5.6 million to convert facilities to accommodate big bird production at Hammond, Louisiana. In addition, during the first nine months of fiscal 2003 the Company spent approximately $3.6 million to purchase and retire 169,000 shares of its common stock pursuant to its stock repurchase program.

The Company’s capital budget for fiscal 2003, which includes $8.4 million in operating leases, is approximately $31.2 million, and will be funded by internally generated working capital and cash flows from operations. However, if needed, the Company has $100.0 million available, as of August 15, 2003, under its revolving credit agreement. On July 31, 2003, the revolving credit agreement was amended to extend the termination date thereof to July 31, 2006.

The Company regularly evaluates both internal and external growth opportunities, including acquisition opportunities, and conducts due diligence activities in connection with possible acquisitions. The cost and terms of any financing to be raised in conjunction with any growth opportunity, including the Company’s ability to raise debt or equity capital on terms and at costs satisfactory to the Company, and the effect of such opportunities on the Company’s balance sheet, are critical considerations in any such evaluation.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in the market risks reported in the Company’s fiscal 2002 Annual Report on Form 10-K.

Item 4.  Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of July 31, 2003, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the Chief Executive Officer and

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Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of July 31, 2003. There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter ended July 31, 2003 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

Except as set forth below, there have been no material changes in the legal matters reported in Item 3 of the Company’s fiscal 2002 Annual Report on Form 10-K.

On May 19, 2003, a lawsuit was filed on behalf of 74 individual plaintiffs in the United States District Court for the Southern District of Mississippi alleging an “intentional pattern and practice of race discrimination and hostile environment in violation of Title VII and Section 1981 rights.” This lawsuit, which was reported in the Company’s Form 10-Q for the quarter ended April 30, 2003, alleges that Sanderson Farms, in its capacity as an employer, has “engaged in (and continues to engage in) a pattern and practice of intentional unlawful employment discrimination and intentional unlawful employment practices at its plants, locations, off-premises work sites, offices, and facilities in Pike County, Mississippi...in violation of Title VII of the Civil Rights Act of 1964 (as amended)... .” The action further alleges that “Sanderson Farms has willfully, deliberately, intentionally, and with malice deprived black workers in its employ of the full and equal benefits of all laws in violation of the Civil Rights Act.. .” On June 6, 2003, thirteen (13) additional plaintiffs joined in the pending lawsuit by the filing of a First Amended Complaint. This brings the total number of plaintiffs to 87.

The plaintiffs in this lawsuit seek, among other things, back pay and other compensation in the amount of $500,000 each and unspecified punitive damages. The Company will aggressively defend the lawsuit. The Company has a policy of zero tolerance with respect to discrimination of any type, and preliminarily investigated the complaints alleged in this lawsuit when they were brought as EEOC charges. This investigation, which is ongoing, has substantiated none of the complaints alleged in the lawsuit, and the Company believes the charges are without merit. On July 21, 2003, the Company filed a Motion to Dismiss or, alternatively, Motion for Summary Judgment or Motion for More Definitive Statement. The plaintiffs filed a response to that motion, and the Company filed its rebuttal to the plaintiffs’ response on August 21, 2003. This motion is now pending before the court.

On August 2, 2002, three contract egg producers filed suit against the Company in the Chancery Court of Jefferson Davis County, Mississippi. The Plaintiffs filed suit on behalf of “all Mississippi residents who, between June 1993 and the present, [the Company] fraudulently and negligently induced into housing, feeding and providing water for [the Company’s] breeder flocks and gathering, grading, packaging and storing the hatch eggs generated by said flocks and who have been compensated under the payment method established by the [Company].” Plaintiffs alleged that the Company “has defrauded Plaintiffs by unilaterally imposing and utilizing a method of payment which wrongfully and arbitrarily penalizes each grower based upon criteria which are under the control of the [Company] and which

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were never revealed, explained or discussed with each Plaintiff.” Plaintiffs allege that they were required to accept breeder hens and roosters which are genetically different, with varying degrees of healthiness, and feed of dissimilar quantity and quality. Plaintiffs further allege contamination of and damage to their real property. Plaintiffs alleged that they were “fraudulently and negligently induced into housing, feeding and providing water for the Company’s breeder flocks and gathering, grading, packaging and storing the hatch eggs produced from said flocks” for the Company. Plaintiffs seek unspecified amount of compensatory and punitive damages, as well as injunctive relief.

On September 5, 2002, the Company filed its Motion to Dismiss and/or Transfer Jurisdiction and/or to Compel Arbitration and/or for Change of Venue. Plaintiffs responded to this motion and the Company replied to the Plaintiffs’ response. A hearing on this motion is scheduled for August 28, 2003. Discovery in this matter is on-going and a trial date has been set for October 27, 2003. The Company will vigorously defend this lawsuit.

Item 6.   Exhibits and Reports on Form 8-K

	(a)		The following exhibits are filed with this report.
			Exhibit 3.1   Articles of Incorporation of the Registrant dated October 19, 1978. (Incorporated by reference to Exhibit 4.1 filed with the registration statement on Form S-8 filed by the Registrant on July 15, 2002, Registration No. 333-92412.)
			Exhibit 3.2   Articles of Amendment, dated March 23, 1987, to the Articles of Incorporation of the Registrant. (Incorporated by reference to Exhibit 4.2 filed with the registration statement on Form S-8 filed by the Registrant on July 15, 2002, Registration No. 333-92412.)
			Exhibit 3.3   Articles of Amendment, dated April 21, 1989, to the Articles of Incorporation of the Registrant. (Incorporated by reference to Exhibit 4.3 filed with the registration statement on Form S-8 filed by the Registrant on July 15, 2002, Registration No. 333-92412.)
			Exhibit 3.4  Certificate of Designations of Series A Junior Participating Preferred Stock of the Registrant dated April 21, 1989. (Incorporated by reference to Exhibit 4.4 filed with the registration statement on Form S-8 filed by the Registrant on July 15, 2002, Registration No. 333-92412.)
			Exhibit 3.5   Article of Amendment, dated February 20, 1992, to the Articles of Incorporation of the Registrant. (Incorporated by reference to Exhibit 4.5 filed with the registration statement on Form S-8 filed by the Registrant on July 15, 2002, Registration No. 333-92412.)
			Exhibit 3.6   Article of Amendment, dated February 27, 1997, to the Articles of Incorporation of the Registrant. (Incorporated by reference to Exhibit 4.6 filed with the registration statement on Form S-8 filed by the Registrant on July 15, 2002, Registration No. 333-92412.)
			Exhibit 3.7   Bylaws of the Registrant, amended and restated as of January 23, 2003. (Incorporated by reference to Exhibit 3.7

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			filed with the quarterly report on Form 10-Q filed by the Registrant for its first fiscal quarter ended January 31, 2003.)
			Exhibit 10.1*  Eighth Amendment to Credit Agreement dated as of July 31, 2003, by and among Sanderson Farms, Inc.; Harris Trust and Savings Bank, individually and as Agent; SunTrust Bank; AmSouth Bank; and Trustmark National Bank.
			Exhibit 10.2*   Amendment to Agreement between Sanderson Farms, Inc. (McComb Production Division) and United Food and Commercial Workers, Local 1529, AFL-CIO affiliated with United Food and Commercial Workers International Union, AFL-CIO.
			Exhibit 15a*   Independent Accountants’ Review Report.
			Exhibit 15b*  Accountants’ Letter re: Unaudited Financial Information.
			Exhibit 31.1*   Certification of Chief Executive Officer.
			Exhibit 31.2*   Certification of Chief Financial Officer.
			Exhibit 32.1*   Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
			Exhibit 32.2*   Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	(b)		Reports on Form 8-K.
			On May 27, 2003, the Company filed a current report on Form 8-K dated that date furnishing, pursuant to Item 12, the Company’s press release announcing its earnings for the quarter ended April 30, 2003, and containing the following unaudited financial statements:

	•		Condensed consolidated balance sheets — April 30, 2003 and October 31, 2002
	•		Condensed consolidated statements of income — Three months ended April 30, 2003 and 2002; Six months ended April 30, 2003 and 2002

On June 3, 2003, the Company filed a current report on Form 8-K dated May 27, 2003 furnishing, pursuant to Item 12, a transcript of the Company’s conference call discussing its earnings for the quarter ended April 30, 2003.

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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.

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INDEX TO EXHIBITS

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