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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

(MARK ONE)

OR

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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements 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—13,109,251 shares outstanding as of January 31, 2004.

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INDEX

SANDERSON FARMS, INC. AND SUBSIDIARIES

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PART I. FINANCIAL INFORMATION

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)
January 31, 2004

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 period ended January 31, 2004 are not necessarily indicative of the results that may be expected for the year ending October 31, 2004.

The consolidated balance sheet at October 31, 2003 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, 2003.

NOTE 2 — INVENTORIES

Inventories consisted of the following:

NOTE 3 — COST OF SALES

In January 2004 and 2003, the Company recognized $287,000 and $6.2 million, respectively, from a vendor settlements pertaining to overcharges for vitamins purchased by the Company over a number of years. The settlements are reflected in the accompanying condensed consolidated financial statements as a reduction of cost of sales in the three-month period ending January 31, 2004 and January 31, 2003.

NOTE 4 — STOCK SPLIT

On January 29, 2004, the Board of Directors declared a 3 for 2 stock split to be effected in the form of a 50% stock dividend. This dividend will be paid February 26, 2004 to stockholders of record on February 10, 2004. Share and per share data in our reports filed after February 26, 2004 will be adjusted to reflect this stock split.

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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, 2003.

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.

(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

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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.

On January 29, 2004, the Company announced a three-for-two stock split to be effected as a 50% stock dividend. The new shares will be distributed on February 26, 2004, to stockholders of record as of close of business on February 10, 2004. Cash will be paid in lieu of fractional shares. Per share information in this Quarterly Report does not reflect the stock split because this Report is being filed prior to the effective date of the split.

EXECUTIVE OVERVIEW OF RESULTS

Results for the first quarter were driven primarily by unusually high chicken market prices during a period of the year when chicken prices are historically at their seasonal lows. The Company’s first fiscal quarter includes the holiday season and winter months when domestic demand for chicken is normally softer than during other times of the year. During this year’s first quarter, however, driven by strong domestic and export demand for chicken, poultry prices hit twelve month highs. While feed ingredient prices were also higher than last year’s first quarter, these higher costs were more than offset by stronger chicken market prices. Higher chicken prices also more than offset higher

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advertising costs incurred as part of the Company’s new advertising and marketing program. The Company knows from past experience that chicken and grain prices will change, and such changes may be substantial.

RESULT OF OPERATIONS

For the first quarter of fiscal 2004 net sales were $226.4 million, an increase of $42.3 million or 22.9% when compared to net sales during the first quarter of fiscal 2003 of $184.2 million. Net sales of poultry products were $197.7 million, an increase of $41.5 million or 26.5%. During the first quarter of fiscal 2004 as compared to the first quarter of fiscal 2003 the average sales price of the Company’s poultry products increased 18.1%. In addition, the pounds of poultry products sold by the Company increased approximately 7.1% primarily from an increase in the average live weight of chickens processed at the Company’s Hammond, Louisiana processing plant and an increase in the number of birds processed at the Company’s Collins Mississippi processing plant. During the first quarter of fiscal 2004 as compared to the first quarter of fiscal 2003, the Company and industry experienced significant improvement in the market prices of poultry products. For example, a simple average of the Georgia dock price for whole chickens increased 11.3%, while market prices for leg quarters and wings averaged 67.7% and 90.0%, respectively. Boneless breast meat and breast tenders increased 17.9% and 35.6% during these same periods. The market prices for these same products continue to show strength during February 2004. Net sales of prepared food products increased $.8 million or 2.9% for the first quarter of fiscal 2004 as compared to the first quarter of 2003.

Cost of sales for the quarter ended January 31, 2004, increased $16.2 or 9.7% to $183.8 million. This increase is reflective of the additional volume of poultry products sold and an increase in the cost of feed grains. The Company’s cost of sales during the first quarter of fiscal 2004 and the first quarter of fiscal 2003 were reduced by vitamin settlement proceeds of $287,000 and $6.2 million, respectively. Market prices for corn during the first quarter were up 4.7% when compared to the same quarter last year. Soybean meal market prices during the first quarter of fiscal 2004 were significantly higher, rising approximately 43.0%. The Company expects feed grain costs will be higher during fiscal 2004 when compared to fiscal 2003, but given the volatility in the grain markets over the last two months is unable to say with certainty what those costs will be. Cost of sales of prepared food products increased 11.4% primarily from higher poultry that are purchased from the Company’s poultry operations and are a major component of its raw materials.

The Company’s operating income for the quarter ended January 31, 2004 of $31.4 million resulted from the favorable market for poultry products and continued strong operating performance. These factors enabled the Company to more than offset the increased feed costs, discussed above, and the additional vitamin proceeds received during the first quarter of fiscal 2003 as compared to the first quarter of fiscal 2004.

Selling general and administrative costs increased $4.1 million and are the result of the Company’s new advertising and marketing initiatives started during the first quarter of fiscal 2004 and increased reserves for the “phantom” stock plan. The Company expects the advertising and marketing campaign to cost the Company approximately $12.0 million more during fiscal 2004 than the amount spent during fiscal 2003.

Interest expense was $432,000 during the first quarter of fiscal 2004 as compared to $738,000 during the first quarter of fiscal 2003, a decrease of $306,000. The decrease in interest expense of approximately 41.5% reflects lower outstanding debt.

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The effective tax rate for the Company during the three months ended January 31, 2004 and January 31, 2003 was approximately 38.75% and 38.0% respectively.

Net income for the three months ended January 31, 2004 was $19.0 million or $1.44 per fully diluted share as compared to $5.3 million or $.41 per fully diluted share for the quarter ended January 31, 2003. Net income for the first three months of fiscal 2004 includes vitamin settlement proceeds of $177,000.00 or $.01 per diluted share, net of income taxes. Net income for the first three months of fiscal 2003 included vitamin settlement proceeds of $3.8 million or $.29 per diluted share, net of income taxes.

LIQUIDITY AND CAPITAL RESOURCES

As of January 31, 2004, the Company’s working capital was $99.9 million and its current ratio was 2.8 to 1. The Company’s working capital at October 31, 2003 was $82.2 million and its current ratio was 2.3 to 1. During the first three months of fiscal 2004, the Company spent approximately $6.7 million on planned capital projects. In addition, during the first quarter of fiscal 2004 the Company invested approximately $1.6 million in an existing company with other poultry producers for the processing and marketing of spent hens. Our ownership interest is less than 10%, and the Company will account for this investment on a cost basis.

On January 29, 2004, the Company announced a three-for-two stock split to be effected as a 50% stock dividend. The new shares will be distributed on February 26, 2004, to stockholders of record as of close of business on February 10, 2004. Cash will be paid in lieu of fractional shares.

The Company’s capital budget for fiscal 2004 is approximately $30.5 million. The fiscal 2004 capital budget includes cost of renovations and changes and additions to existing processing facilities to allow better product flows and product mix for more product flexibility, $4.5 million to begin construction of a new General Office and $4.5 million for a lease to replace an existing aircraft. The Company expects that working capital and cash flows from operations will be sufficient in fiscal 2004 to fund the anticipated capital expenditures. However, if needed, the Company has available $100 million under its revolving credit agreement as of January 31, 2004.

The Company regularly evaluates both internal and external growth opportunities, including acquisition opportunities and the possible construction of new production assets, and conducts due diligence activities in connection with such opportunities. 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 2003 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

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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 January 31, 2004, 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 Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of January 31, 2004. There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter ended January 31, 2004 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

          On September 26, 2000, three current and former contract broiler growers filed suit against the Company in the Chancery Court of Lawrence County, Mississippi. The plaintiffs filed suit on behalf of “all Mississippi residents to whom, between, on or about November 1981 and the present, the Company induced into growing chickens for it and paid compensation under the so-called ’ranking system’.” Plaintiffs allege that the Company “has defrauded plaintiffs by unilaterally imposing and utilizing the so-called ‘ranking system’ which wrongfully places each grower into a competitive posture against other growers and arbitrarily penalizes each less successful grower based upon criteria which were never revealed, explained or discussed with plaintiffs.” Plaintiffs further allege that they are required to accept chicks that are genetically different and with varying degrees of healthiness, and feed of dissimilar quantity and quality. Finally, plaintiffs allege that they are ranked against each other although they possess dissimilar facilities, equipment and technology. Plaintiffs seek an unspecified amount in compensatory and punitive damages, as well as varying forms of equitable relief.

          The Company is vigorously defending and will continue to vigorously defend this action. On November 22, 2002, the Court denied the Company’s motions to compel arbitration, challenging the jurisdiction of the Chancery Court of Lawrence County, Mississippi, and seeking to have the case dismissed pursuant to rule 5(c) of the Mississippi Rules of Civil Procedure. The Company then filed its motion for interlocutory appeal on these issues with the Mississippi State Supreme Court. On December 6, 2002, the Mississippi State Supreme Court agreed to hear this motion and stayed the action in the Chancery Court pending disposition of this motion. The Company’s motion for interlocutory appeal was granted and this matter is pending before the Mississippi State Supreme Court. Substantially similar lawsuits have been filed against other integrated poultry companies.

          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

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arbitrarily penalizes each grower based upon criteria which are under the control of the [Company] and which 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 various forms of equitable 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 of this motion was completed on November 18, 2003. Prior to completion of the hearing, the Company filed a request with the American Arbitration Association (“AAA”)to arbitrate the claims made in this lawsuit. In light of the approaching trial date of December 2, 2003, the Company filed a motion with the Mississippi State Supreme Court, on November 14, 2003 requesting, among other things, that the Supreme Court grant an Emergency Stay of the proceedings in the Chancery Court of Jefferson County and vacate the December 2, 2003 trial date. On November 20, 2003, the Supreme Court vacated the trial date and stayed the proceedings pending its response to the Company’s motion. On December 4, 2003, the parties filed a joint request that the Supreme Court relax the stay only insofar as necessary to allow the Chancery Court to rule on the Company’s Motion To Dismiss And/Or To Transfer Jurisdiction And/Or To Compel Arbitration And/Or For Change Of Venue, and thereafter that the Supreme Court grant a request for interlocutory appeal regarding the issues to be decided by the Chancery Court. The stay entered November 20, 2003, would remain in effect regarding all other proceedings in the Chancery Court, including discovery and trial, and all arbitration proceedings before the AAA would be stayed, pending the final decision of the Supreme Court on the interlocutory appeal. On January 20, 2004, the Supreme Court granted the parties joint request to relax the stay for the limited purpose of allowing the Chancery Court to rule on the Company’s pending motion. The Company anticipates, for purposes of this appeal, the consolidation of this matter with the broiler grower matter the Company currently has pending before the Supreme Court on Interlocutory Appeal, as discussed above. Both cases pertain to the same or similar issues concerning the enforceability of the arbitration provisions of the Company’s grower contracts. The Company will vigorously defend the claims by the contract egg producers whether before a panel of arbitrators appointed by the AAA or before the court.

          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 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 additional plaintiffs joined in the pending lawsuit by the filing of a First Amended Complaint. This brings the total number of plaintiffs to 87.

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          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 Definite Statement. The plaintiffs filed a response to that motion, and the Company filed its rebuttal to the plaintiffs’ response on August 21, 2003. On December 17, 2003, the court entered its order denying the Company’s motion for summary judgment, but granting its motion for more definite statement. The court also ordered that the union representing some of the plaintiffs be joined as a defendant. The court gave the plaintiffs until January 26, 2004 to amend their complaint to more specifically set out their claims. Although the Company’s motion to dismiss was denied, the court’s order permits the Company to refile its dispositive motions after the plaintiffs file an amended complaint. On January 27, 2004, 84 of the 87 plaintiffs filed their Second Amended Complaint. The remaining three plaintiffs voluntarily dismissed their claims. This matter is pending.

          The Company is a party to lawsuits against various vitamin and methionine suppliers arising out of alleged price fixing activities by the defendants. During the first fiscal quarter, the Company received $177,000 as a partial settlement of this lawsuit, and the Company believes this represents the final payment to be received in this matter. For more information about these lawsuits, please see the section of this Report entitled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations–Results of Operations.”

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.)

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			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 29, 2004.
			Exhibit 10.1*   Amendment dated January 4, 2004 to Agreement dated July 1, 2002 between Sanderson Farms, Inc. (McComb Production Division) and the United Food and Commercial Workers International Union, AFL-CIO.
			Exhibit 10.2*   +Sanderson Farms, Inc. Bonus Award Program effective November 1, 2003.
			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**   Section 1350 Certification.
			Exhibit 32.2**   Section 1350 Certification.
	*		Filed herewith.
	**		Furnished herewith.
	+		Management contract or compensatory plan or arrangement.
	(b)		The following current report on Form 8-K was filed during the three months ended January 31, 2004:
			On December 11, 2003, the Company filed a current report on Form 8-K dated December 9, 2003 furnishing, pursuant to Item 9, a press release related to its reaction to a revised earnings estimate for its fiscal year ending October 31, 2004, and furnishing, pursuant to Item 12, the Company’s press release announcing its earnings for the quarter and fiscal year ended October 31, 2003 and a transcript of the Company’s conference call discussing its earnings for the quarter and fiscal year ended October 31, 2003. The report contained the following unaudited financial statements:

	•		Condensed consolidated balance sheets – October 31, 2003 and October 31, 2002
	•		Condensed consolidated statements of income – Three months ended October 31, 2003 and 2002; Twelve months ended October 31, 2003 and 2002

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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.

				SANDERSON FARMS, INC.
				(Registrant)
Date: February 24, 2004		By:		/s/ D. Michael Cockrell
				Treasurer and Chief
				Financial Officer
Date: February 24, 2004		By:		/s/ James A. Grimes
				Secretary and Principal
				Accounting Officer

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INDEX TO EXHIBITS

*		Filed herewith.
**		Furnished herewith.

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+

Management contract or compensatory plan or arrangement.

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