SANDERSON FARMS INC
10-Q, 1997-05-27
POULTRY SLAUGHTERING AND PROCESSING
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                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D. C.  20549

                                FORM 10-Q
(MARK ONE)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     AND EXCHANGE ACT OF 1934

     For the quarterly period ended         April 30, 1997             
     
                                    OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from _________________to_______________
 
     Commission file number    0-16567                                
     
                         Sanderson Farms, Inc.                        
    (Exact name of registrant as specified in its charter)

             Mississippi                              64-0615843      
     (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)               Identification No.)

       225 North Thirteenth Avenue Laurel, Mississippi       39440    
     (Address of principal executive offices)               (Zip Code)

                        (601) 649-4030                                 
          (Registrant's telephone number, including area code)

                              Not Applicable                          
     (Former name, former address and former fiscal year, if changed
      since last report.)

     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 _____

     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-----14,366,580 shares
outstanding as of April 30, 1997.

<PAGE>



                                   INDEX


                  SANDERSON FARMS, INC. AND SUBSIDIARIES



PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         Condensed consolidated balance sheets--April 30, 1997 and 
         October 31, 1996

         Condensed consolidated statements of income (loss)--Three months 
         ended April 30, 1997 and 1996; Six months ended April 30, 1997
         and 1996

         Condensed consolidated statements of cash flows--Six months ended 
         April 30, 1997 and 1996 

         Notes to condensed consolidated financial statements--
         April 30, 1997

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations

PART II  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES
<PAGE>
<PAGE>
<TABLE>
PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                   SANDERSON FARMS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                          April 30,      October 31,
                                             1997            1996              
                                          (Unaudited)       (Note)
                                                (In thousands)
<S>                                        <C>             <C>
Assets                                    
Current assets
  Cash and temporary cash investments      $  2,303        $  4,879
  Accounts receivables, net                  28,835          27,661
  Inventories - Note 2                       43,073          39,060
  Refundable income taxes                         0           1,148
  Other current assets                        6,342           5,616
Total current assets                         80,553          78,364

Property, plant and equipment               308,212         270,930
Less accumulated depreciation              (122,937)       (112,974)
                                            185,275         157,956
 
Other assets                                  2,335             906
                                    
Total assets                               $268,163        $237,226

Liabilities and Stockholders' Equity
Current liabilities
  Accounts payable and
    accrued expenses                       $ 15,809        $ 14,438
  Current maturities of long-
    term debt                                 3,104           3,100
Total current liabilities                    18,913          17,538

Long-term debt, less current maturities     118,109          90,102
Deferred income taxes                        11,336          11,336

Stockholders' equity
Preferred Stock:
 Series A Junior Participating
   Preferred Stock, $100 par value:
   authorized 500,000 shares; none
   issued
 Par value to be determined by the
   Board of Directors:  authorized
   4,500,000 shares; none issued
Common Stock, $1 par value:  authorized
   100,000,000 shares; issued and
   outstanding shares - 14,366,580
   and 14,363,080 at April 30, 1997 and   
   October 31, 1996, respectively            14,367          14,363
  Paid-in capital                            11,452          11,292
  Retained earnings                          93,986          92,595 
Total stockholders' equity                  119,805         118,250
Total liabilities and stockholders' equity $268,163        $237,226
</TABLE>                        
NOTE:  The balance sheet at October 31, 1996 has been derived from the
audited financial statements at that date but does not include all of 
the information and footnotes required by generally accepted accounting 
principles for complete financial statements.

See notes to condensed consolidated financial statements.
<PAGE>  
<TABLE>
                   SANDERSON FARMS, INC. AND SUBSIDIARIES

          CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)

<CAPTION>                         Three Months Ended       Six Months Ended
                                     April 30,                April 30,  
                                  1997      1996            1997      1996  
                              (In thousands, except shares and per share data)
<S>                            <C>       <C>             <C>        <C>        
              
Net sales                      $117,410  $110,719        $233,057   $214,473

Cost and expenses:
  Cost of sales                 112,127   109,466         215,756    209,464
  Selling, general and
   administrative                 4,996     4,486          10,257      8,516 
           
                                117,123   113,952         226,013    217,980 

         OPERATING INCOME (LOSS)    287    (3,233)          7,044     (3,507)

Other income (expense):
  Interest income                    43        31              85         75
  Interest expense               (1,457)   (1,159)         (2,580)    (2,168) 
  Other                             (60)      (32)            (11)       (74) 
                                 (1,474)   (1,160)         (2,506)    (2,167)

   INCOME (LOSS) BEFORE 
    INCOME TAXES                 (1,187)   (4,393)          4,538     (5,674)

Income tax expense (benefit)       (436)   (1,659)          1,711     (2,142)

         NET INCOME (LOSS)     $   (751)  $(2,734)       $  2,827   $ (3,532)
                                  

Earnings (loss) per share      $   (.05)  $  (.20)       $    .20   $   (.26)
                                  
Dividends per share            $    .05   $   .05        $    .10   $    .10 
                                  

Weighted shares outstanding  14,364,299 13,613,080     14,363,679  13,613,080
                                
 
</TABLE>
See notes to condensed consolidated financial statements.
                    


<PAGE>
<PAGE>        
<TABLE>
                    SANDERSON FARMS, INC. AND SUBSIDIARIES

              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (UNAUDITED)

<CAPTION>
                                                Six Months Ended
                                                   April 30,                   
                                                1997        1996
                                                (In thousands)
<S>                                           <C>        <C>
Operating activities                 
 Net income (loss)                            $ 2,827    $(3,532)
 Adjustments to reconcile net income (loss)
   to net cash provided by (used in)
      operating activities:
    Depreciation and amortization              10,225      9,931
    Change in assets and liabilities:
     Increase in accounts receivable           (1,174)    (2,659)
     Increase in inventories                   (4,013)    (5,729)
     Increase  in other assets                 (1,119)    (2,916)
     Increase in accounts payable 
      and accrued expenses                      1,371        907 

Total adjustments                               5,290       (466)

Net cash provided by (used in)
   operating activities                         8,117     (3,998)

Investing activities                 
Net proceeds from sale of equipment                 1         32
Advance from insurance company for
  fire loss                                     3,500          0
Capital expenditures                          (40,933)   (18,878)

Net cash used in investing activities         (37,432)   (18,846)

Financing activities                
Principal payments on long-term debt           (2,934)       (81)
Net borrowings under revolving
 line of credit                                26,000     24,500
Additional long-term borrowings                 4,945        107 
Principle payment on note receivable-E.S.O.P.     125          0
Net proceeds from issuance of common stock         39          0
Dividends paid                                 (1,436)    (1,361)

Net cash provided by financing activities      26,739     23,165 

Net increase (decrease) in cash and temporary
 cash investments                              (2,576)       321 
Cash and temporary cash investments
 at beginning of period                         4,879        447
 

Cash and temporary cash investments
 at end of period                             $ 2,303    $   768
                                                   
</TABLE>
                                                   
See notes to condensed consolidated financial statements.

<PAGE>
<PAGE>
                SANDERSON FARMS, INC. AND SUBSIDIARIES

     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                            April 30, 1997


NOTE 1 -- BASIS OF PRESENTATION
  
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
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 generally accepted accounting
principles 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 six-month period ended April 30, 1997, are not necessarily
indicative of the results that may be expected for the year ending October
31, 1997.  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, 1996.

In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, Earnings per Share, which is required to be adopted on October 31,
1998.  At that time, the Company will be required to change the method
currently used to compute earnings per share and to restate any prior
periods.  Under the new requirements for calculating earnings per share,
the dilutive effect of stock options will be excluded.  The impact of
Statement 128 on the calculation of earnings per share is not expected to
be material.

NOTE 2--INVENTORIES

Inventories consisted of the following:
<TABLE>
<CAPTION>
                                     April 30,         October 31,
                                       1997                1996   
                                           (In thousands)

<S>                                  <C>                <C>
Live poultry-broilers and breeders   $25,338            $23,505
Feed, eggs and other                   7,052              5,412
Processed poultry                      4,873              3,951
Processed food                         3,597              3,908
Packaging materials                    2,213              2,284 
                                     $43,073            $39,060
</TABLE>

NOTE 3--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 could no longer use cash basis accounting for its farming
subsidiary because of tax law changes.  The taxes on the cash basis
temporary differences as of that date will not be payable under current tax
laws provided there are no changes in ownership control and future annual
revenues exceed 1988 revenues.  Management does not anticipate the payment
of such taxes related to these cash basis temporary differences during
fiscal 1997.




<PAGE>
NOTE 4--OTHER MATTERS

On July 12, 1996, the Company sold 750,000 shares of its common stock at
$13 per share (based on an independent valuation of the stock as of that
date) to the Sanderson Farms, Inc. and Affiliates Employee Stock Ownership
Plan in a private placement.  Net proceeds from the issuance of the common
shares were $9,171,000 plus a $500,000 note receivable from the Plan. 
During the quarter ended April 30, 1997, the Company received $125,000 on
the note receivable.

On January 29, 1997, a fire broke out at the Company's processing plant in
McComb, Mississippi. The fire was confined primarily to an area of the
plant housing packaging and supplies. Management believes that
substantially all of the cost of repairs and reconstruction of the plant
will be covered by the Company's property insurance. Certain cost
associated with the McComb plant's downtime and processing of additional
chickens at the Company's other processing plants are covered by the
Company's business interruption insurance coverage. Management estimates of
such cost during the six months ended April 30, 1997, net of the amounts
receivable from the insurance company, were not material to the Company's
financial position or operations. As of May 27, 1997, all needed repairs
and reconstruction to the McComb plant were substantially complete.

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, 1996.
  
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
industry, its profitability is substantially impacted by the market price
for  finished product and feed grains, both of which may fluctuate
substantially and exhibit cyclical characteristics typically associated
with commodity markets.  Other costs, excluding feed, related to the
profitability of its 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.  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.  


<PAGE>
During March 1997, the Company began initial operations at the new complex
in Brazos and Robertson, Texas. The Company anticipates that the initial
single shift processing capacity of 650,000 per week will be reached before
the end of fiscal 1997. The new shift will increase the Company's overall
processing capacity under current configurations to 4,700,000 birds per
week.

Results of Operations

Net sales for the second quarter of fiscal 1997 increased $6.7 million or
6.0% as compared to the second quarter of fiscal 1996.   Net sales of
poultry products increased $1.6 million or 1.6% during the second quarter
of fiscal 1997 as compared to the same quarter a year ago, due to an
increase in the pounds of poultry products sold of 1.9% and a decrease in
the average sale price of poultry products of .3%.   The additional poultry
volume during the second quarter of fiscal 1997 was obtained from the
expansion during the second and third quarters of fiscal 1996 at the
Company s McComb
, Mississippi processing complex and the startup of
operations during the second quarter of fiscal 1997 at the Company s new
complex in Texas.  The effect of the increase in Company grown pounds was
partially offset by a reduction in the amount of outside pounds purchased
and further processed. These outside pounds have a higher average sale
price and cost of sales per pound than the Company's normal product mix.
For the second quarter of fiscal 1997 as compared to the second quarter of
fiscal 1996, net sales of prepared food products increased $5.1 million or
37.1%.  This increase was the result of an increase in the pounds of
prepared food products sold of approximately 28.5% and a corresponding
increase in the average sale price of prepared food products of 6.7%. 

  
For the first six months of fiscal 1997, net sales increased $18.6 million
or 8.7% as compared to the same period during fiscal 1996.  Net sales of
poultry products increased $8.7 million or 4.6% during the six months ended
April 30, 1997 as compared to the six months ended April 30, 1996. As
discussed in the previous paragraph, the increase in the number of Company
grown pounds from the expansion of the Company s 
McComb
, Mississippi
processing complex and the additional volume from the Company s new complex
in Texas was partially offset by a reduction in the amount of outside
pounds purchased and further processed.  During the first six months of
fiscal 1997, the Company s prepared food operations net sales increased
$9.9 million or 37.5%.  The increase in the net sales of prepared food
products resulted primarily from increases in sales of cooked chicken
products.

Cost of sales increased $2.7 million or 2.4% during the second quarter of
fiscal 1997 as compared to the same quarter during fiscal 1996.  Cost of
sales of poultry products decreased $2.5 million or 2.6%, despite an
increase in the pounds of poultry products sold of  1.9%.  The reduction in
the pounds of outside poultry products purchased and further processed and
a decrease in the average cost of feed grains resulted in the lower average
cost of sales of poultry products during the three months ended April 30,
1997 as compared to the three months ended April 30, 1996. A simple average
of the corn and soy meal cash market prices for the second quarter of
fiscal 1997 reflected a decrease of 27.0% and an increase of 18.4%,
respectively.  During these same periods, cost of sales of prepared food
products increased $5.2 million or 46.1% primarily due to the increase in
the pounds of cooked chicken products which have a higher average
production cost than the average prepared food products sold during the
second quarter of fiscal 1996.
    
For the six months ended April 30, 1997, cost of sales increased $6.3
million or 3.0% as compared to the six months ended April 30, 1996. 
However, cost of sales of poultry products decreased $3.0 million or 1.6%
primarily because of the reduction in the pounds of outside poultry
products purchased and further processed and a decrease in the average cost
of feed grains.  A simple average of the corn and soy meal cash market
prices for the six months ended April 30, 1997 reflected a decrease of 
23.5% and an increase of 14.6%, respectively.  Cost of sales of prepared
food products for the first half of fiscal 1997 as compared to the first
half of fiscal 1996 increased $9.3 million or 41.2% primarily due to the
increase in production of cooked chicken products.
 
During the second quarter and the first six months of fiscal 1997 as
compared to the same periods during fiscal 1996, the Company s operating
income increased $3.5 million and $10.6 million, respectively.  The
increase in the Company s operating income was obtained from the overall
improvement in market prices for poultry products,  lower average feed
costs and increased sales of  cooked chicken products.  However, during
fiscal 1996 the Company s operating profit was enhanced by the purchase and
further processing of outside products.   During the first half of fiscal
1997, the Company purchased approximately 58% fewer outside pounds because
market conditions were less favorable than during the same periods during
fiscal 1996.

Interest expense increased approximately $.3 million during the second
quarter of fiscal 1997 as compared to the second quarter of fiscal 1996. 
For the first six months of fiscal 1997 as compared to the same six months
during fiscal 1996, interest expense increased $.4 million.  The increase
in interest expense during  the quarter and the six months ended April 30,
1997 was primarily a result of increased funds borrowed to construct  the
new poultry complex in 
Brazos
 and Robertson Counties, Texas.  The Company
capitalized approximately $.6 million of interest cost related to the
construction of the new complex during the first six months of fiscal 1997. 
As 
the
 complex began operations during the second quarter of fiscal 1997,
the Company will no longer capitalize interest costs.  The Company expects
interest expense during the remainder of fiscal 1997 to be higher than the
same period during fiscal 1996.
 

The Company s effective tax rate for the second quarter and the first six
months of fiscal 1997 was approximately 37.7%.  During the second quarter
and the first six months of fiscal 1996 the Company recorded a tax benefit
of approximately 37.8%. 
 
Liquidity and Capital Resources

The Company s working capital on April 30, 1997, was $61.6 million and its
current ratio was 4.3 to 1 as compared to working capital of $60.8 million
and a current ratio of approximately 4.5 to 1 at October 31, 1996.
 
 

During the first six months of fiscal 1997 the Company expended $32.3
million on planned capital projects, including approximately $26.9 million
on the new poultry complex in Texas.  In addition, as of April 30, 1997, 
the Company expended approximately $5.1 million in excess of reimbursements
from its property insurance carrier, for reconstruction of  the Company s
McComb, Mississippi processing facility which was damaged by a fire on
January 29, 1997.  The Company temporarily borrowed funds from its
revolving credit agreement to pay for the repairs to the damaged plant. The
additional borrowed funds for reconstruction of the McComb plant increased
the Company s debt to capitalization ratio by 1.1% to 50.3%.  Management
believes that the entire cost of repairs  to the McComb processing
facility, which is anticipated to cost approximately $10.5 million, will 
be recovered from the Company s property insurance carrier by the end of
fiscal 1997.

The planned capital budget for fiscal 1997, as of April 30, 1997, has been
increased to $38.4 million from $34.2 million at October 31, 1996.  The
increase of $4.2  million pertains to items not approved at the beginning
of fiscal 1997 pending justification , field trial and alternate costing. 
The remaining capital requirements for fiscal 1997 will be funded by
working capital and additional borrowings under the Revolving Credit
Agreement.



<PAGE>
<TABLE>


PART II.  OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders
          
          At the 1997 Annual Meeting of Shareholders of Sanderson Farms,
Inc. held February 27, 1997, the shareholders elected the following persons
to the Company's Board of Directors by the votes indicated below:
<CAPTION>

                  Name                 For                 Withheld 
          <S>                       <C>                     <C>
          D. R. Sanderson           13,600,983              12,289
          Rowan Taylor              13,600,833              12,439
          John H. Baker, III        13,600,983              12,289

</TABLE>
          By a vote of 13,597,907 for, 4,003 against, and 11,915
abstaining, the shareholders ratified the Board's selection of Ernst &
Young LLP as the Company's independent auditors for the fiscal year ending
October 31, 1997.

     By a vote of 13,514,813 for, 23,347 against and 21,553
abstaining, the shareholders approved a proposal to add a new Article
FIFTEENTH to the Company's Articles of Incorporation, which pertains to the
indemnification of directors and officers of the Company.  By a vote of
13,296,416 for, 21,481 against and 18,610 abstaining, the shareholders
approved a proposal to amend Article VI of the Company's By-laws, as
amended, which also pertains to the indemnification of directors, officers
and certain employees of the Company.

          No other items were voted upon at the annual shareholders'
meeting or during the quarter ended April 30, 1997.
            
Item 6.   Exhibits and Reports on Form 8-K

         (a) The following exhibits are filed with this report

             Exhibit 15a Independent Accountants' Review Report

             Exhibit 15b Accountants' Letter re: unaudited financial
              information

         (b) The Company is a party to an agreement that defines the rights
of holders of long-term debt of the Company, but such agreement does not
authorize securities in an amount which exceeds 10% of the total assets of
the Company.  Upon request of the Commission, the Company will furnish a
copy of such agreement to the Commission.  Such agreement is therefore
omitted as an exhibit as permitted by Item 601(b)(4)(v) of Regulation S-K.

         (c) The Company did not file any reports on Form 8-K during the
three months ended April 30, 1997.
<PAGE>
<PAGE>
                               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:  May 27, 1997                 By:  /s/D. Michael Cockrell
                                          D. Michael Cockrell
                                          Treasurer and Chief
                                            Financial Officer



Date:  May 27, 1997                 By:/s/James A. Grimes
                                          James A. Grimes
                                          Secretary and Principal
                                            Accounting Officer

<PAGE>
<PAGE>
EXHIBIT 15a


INDEPENDENT ACCOUNTANTS' REVIEW REPORT


Shareholders and
 Board of Directors
Sanderson Farms, Inc.
  
We have reviewed the accompanying condensed consolidated balance sheet of
Sanderson Farms,  Inc. and subsidiaries as of April 30, 1997, and the
related condensed consolidated statements of income (loss) for the three-
month and six-month periods ended April 30, 1997 and 1996, and the
condensed consolidated statements of cash flows for the six-month periods
ended April 30, 1997 and 1996.  These financial statements are the
responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical
procedures to financial data, and making inquiries of persons responsible
for financial and accounting matters.  It is substantially less in scope
than an audit in accordance with generally accepted auditing standards,
which will be  performed for the full year with the objective of expressing
an opinion regarding the financial statements taken as a whole. 
Accordingly, we do not express such an opinion.

Based on our reviews,  we are not aware of any material modifications that
should be made to the accompanying condensed consolidated financial
statements referred to above for them to be in conformity with generally
accepted accounting principles.
   
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Sanderson Farms, Inc. and
subsidiaries as of October 31, 1996, and the related consolidated
statements of income, stockholders' equity and cash flows for the year then
ended (not presented herein) and in our report dated December 11, 1996,  we
expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of October 31, 1996, is fairly
stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.



                                             /s/Ernst & Young LLP
                                             ERNST & YOUNG LLP


Jackson, Mississippi
May 27, 1997

<PAGE>
<PAGE>

EXHIBIT 15b









Shareholders and Board of Directors
Sanderson Farms, Inc.

We are aware of the incorporation by reference in the Registration
Statement (Form S-8) of Sanderson Farms, Inc. for the registration of
500,000 shares of its common stock of our report dated May 27, 1997
relating to the unaudited condensed consolidated interim financial
statements of Sanderson Farms, Inc. that are included in its Form 10-Q 
for the quarter ended April 30, 1997.

Pursuant to Rule 436(c) of the Securities Act of 1933 our report is not a
part of the registration statement prepared or certified by accountants
within the meaning of Section 7 or 11 of the Securities Act of 1933.




                                                  /s/Ernst & Young LLP
                                                  ERNST & YOUNG LLP

Jackson, Mississippi
May 27, 1997

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1997
<PERIOD-END>                               APR-30-1997
<CASH>                                            2303
<SECURITIES>                                         0
<RECEIVABLES>                                    28835
<ALLOWANCES>                                       189
<INVENTORY>                                      43073
<CURRENT-ASSETS>                                 80553
<PP&E>                                          308212
<DEPRECIATION>                                  122937
<TOTAL-ASSETS>                                  268163
<CURRENT-LIABILITIES>                            18913
<BONDS>                                         118109
                                0
                                          0
<COMMON>                                         14367
<OTHER-SE>                                      105438
<TOTAL-LIABILITY-AND-EQUITY>                    268163
<SALES>                                         117410
<TOTAL-REVENUES>                                117410
<CGS>                                           112127
<TOTAL-COSTS>                                   112127
<OTHER-EXPENSES>                                  4996
<LOSS-PROVISION>                                     0
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