CAL MAINE FOODS INC
8-A12G, 1996-10-28
AGRICULTURAL PROD-LIVESTOCK & ANIMAL SPECIALTIES
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                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   Form 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                             CAL-MAINE FOODS, INC.
 -----------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


               DELAWARE                                        64-0500378
 ---------------------------------------                   -------------------
 (State of incorporation or organization)                   (I.R.S. Employer
                                                           Identification No.)

     3320 WOODROW WILSON DRIVE
        JACKSON, MISSISSIPPI                                      39209
 -----------------------------------------------------------------------------
 (Address of principal executive offices)                       (Zip Code)


If this form relates to the                     If this form relates to the
registration of a class of                      registration of a class of
debt securities and is                          debt securities and is to
effective upon filing pursuant                  become effective simultan-
to General Instruction A(c)(1)                  eously with the effectiveness
please check the following                      of a concurrent registration
box. [ ]                                        statement under the Securities
                                                Act of 1933 pursuant to
                                                Generation Instruction A(c)(2)
                                                please check the following
                                                box. [ ]

Securities to be registered pursuant to Section 12(b) of the Act:

     None

Securities to be registered pursuant to Section 12(g) of the Act:

                    COMMON STOCK, PAR VALUE $0.01 PER SHARE
 -----------------------------------------------------------------------------
                               (Title of Class)

<PAGE>

Item 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

     On October 25, 1996,  Cal-Maine Foods, Inc., a Delaware  corporation (the
"Company"),  filed its Form S-1 Registration Statement No. 333-14809 under the
Securities  Act of 1933 for a  proposed  underwritten  offering  of its Common
Stock, par value $0.01 per share (the "Common Stock").  The Company intends to
file a prospectus  pursuant to Rule 424(b) of the  Securities Act of 1933, and
the  description of the Common Stock set forth under the caption  "Description
of Capital Stock" in such prospectus is incorporated herein by reference.

Item 2.  EXHIBITS.

     The Common  Stock is to be  registered  pursuant to Section  12(g) of the
Securities Exchange Act of 1934. Accordingly,  the following exhibits required
under  Instruction  I of the  Instructions  as to  Exhibits  of  Form  8-A are
incorporated by reference from the Company's Form S-1  Registration  Statement
No. 333-14809:

     1.   Amended and Restated  Certificate of  Incorporation  of the Company.
          (Exhibit 3.1)

     2.   Specimen certificate for shares of Common Stock, par value $0.01 per
          share, of the Company. (Exhibit 4.1)

                                       2

<PAGE>


                                   SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934,  the  Registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                            CAL-MAINE FOODS, INC.


October 25, 1996                            By: /s/B.J. RAINES
                                                ------------------------
                                                B.J. Raines
                                                Vice President and Chief
                                                Financial Officer

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