SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
CAL-MAINE FOODS, INC.
Common Stock
128030202
CUSIP No. 128030202
1. Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Cal-Maine Foods, Inc. Employee Stock Ownership Plan
2. Check the Appropriate Box if a Member of a Group (See Instructions). N/A
3. SEC Use Only
4. Citizenship or Place of Organization. United States of America
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Number of 5. Sole Voting Power: -0-
Shares
Beneficially
Owned by 6. Shared Voting Power: 4,051,843
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With 8. Shared Dispositive Power: 4,051,843
------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person.
4,051,843
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions). Yes
11. Percent of Class Represented by Amount in Row 9. 34.043%
12. Type of Reporting Person (See Instructions). EP
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Item 1(a) Name of Issuer: Cal-Maine Foods, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
3320 Woodrow Wilson Drive, Jackson, Mississippi 39209
Item 2(a) Name of Person Filing: Cal-Maine Foods, Inc. Employee Stock
Ownership Plan
Item 2(b) Address of Principal Business Office or, if none, Residence:
3320 Woodrow Wilson Drive, Jackson, Mississippi 39209
Item 2(c) Citizenship: United States of America
Item 2(d) Title of Class of Securities: Common Stock
Item 2(e) CUSIP Number: 128030202
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(f) [x] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund; see ss. 240.13d-1(b)(1)(ii)(F)
Item 4. Ownership
(a) Amount Beneficially Owned: 4,051,843
(b) Percent of Class: 34.043%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote: 4,051,843
(iii) sole power to dispose or to direct the disposition of:
-0-
(iv) shared power to dispose or to direct the disposition of:
4,051,843
<PAGE>
Item 5. Ownership of Five Percent or Less of a Class
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The Cal-Maine Foods, Inc. Employee Stock Ownership Plan holds the Company
Stock for the employee participants in the plan. With the exception of Fred
Adams, Jr., no participant owns or is entitled to vote more than 5% of the
Class. Mr. Adams owns a total of 41.02% of the Common Stock of the Company,
including 284,496 shares under the Employee Stock Ownership Plan.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 10, 1997
-----------------------------------------
Date
CAL-MAINE FOODS, INC. EMPLOYEE STOCK OWNERSHIP PLAN
By:/s/BOBBY J. RAINES
---------------------------------------
Signature
BOBBY J. RAINES
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
TREASURER AND SECRETARY OF CAL-MAINE
FOODS, INC.
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed
with the statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the statement shall
be typed or printed beneath his signature.
