SANDERSON FARMS INC
SC 13G, 1997-02-28
POULTRY SLAUGHTERING AND PROCESSING
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                            UNITED STATES 
                 SECURITIES AND EXCHANGE COMMISSION  
 
                             SCHEDULE 13G 
 
 
              Under the Securities Exchange Act of 1934 
 
                          (Amendment No. 6)* 
 
                        SANDERSON FARMS, INC. 
                           (Name of Issuer) 
 
                             COMMON STOCK 
                    (Title of Class of Securities) 
 
 
                                800013 
                            (CUSIP Number) 
                                                                               

                                                                               

                                                                          
Check the following box if a fee is being paid with this statement  /   /.  
(A fee is not required only if the filing person (1) has a previous statement 
on file reporting beneficial Ownership of more than five percent of the class 
of securities described in Item 1; and (2) has filed no amendment subsequent 
thereto reporting beneficially ownership of five percent or less of such 
class.)  (See Rule 13d-7). 
 
*The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class of 
securities, and for any subsequent amendment containing information which 
would alter the disclosures provided in a prior cover page. 
 
The information required in the remainder of this cover page shall not be 
deemed to "filed" for the purpose of Section 19 of the Securities Exchange 
Act of 1934 ("Act") or otherwise subject to the liabilities of that section 
of the Act but shall be subject to all other provisions of the Act (however, 
see the Notes).<PAGE>
<PAGE> 
CUSIP NO.  800013             13G       Page 2 of 11 Pages 
 
1.  NAME OF REPORTING PERSON 
    S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 
 
     Robin Robinson
     ###-##-####
      
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
 
     Yes 
 
3.  SEC USE ONLY 
 
4.  CITIZENSHIP OR PLACE OF ORGANIZATION 
 
     UNITED STATES 
 
5.  SOLE VOTING POWER 
      
      3,213
 
6.  SHARED VOTING POWER 
 
     877,150
 
7.  SOLE DISPOSITIVE POWER 
 
         -0-      
 
8.  SHARED DISPOSITIVE POWER 
 
     1,750,331
 
9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 
    PERSON 
 
     1,750,331 (See Item 4 of this Schedule 13^) 
 
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES  
     CERTAIN SHARES 
 
     NOT APPLICABLE 
 
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 
 
     12.19%
 
12. TYPE OF REPORTING PERSON* 
 
     INDIVIDUAL
 
<PAGE>
CUSIP NO.  800013             13G       Page 3 of 11 Pages 
 
1.  NAME OF REPORTING PERSON 
    S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 
 
     Lampkin Butts
     ###-##-####
      
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
 
     Yes 
 
3.  SEC USE ONLY 
 
4.  CITIZENSHIP OR PLACE OF ORGANIZATION 
 
     UNITED STATES 
 
5.  SOLE VOTING POWER 
      
     17,204
 
6.  SHARED VOTING POWER 
 
     877,150 
 
7.  SOLE DISPOSITIVE POWER 
 
     3,808
 
8.  SHARED DISPOSITIVE POWER 
 
     1,750,331
 
9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 
    PERSON 
 
     1,765,389
 
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES  
     CERTAIN SHARES 
 
     NOT APPLICABLE 
 
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 
 
     12.29% 
 
12. TYPE OF REPORTING PERSON* 
 
     INDIVIDUAL 
<PAGE>
 
<PAGE> 
CUSIP NO.  800013             13G       Page 4 of 11 Pages 
 
1.  NAME OF REPORTING PERSON 
    S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 
 
     TRUSTMARK NATIONAL BANK 
     64-0180810 
 
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
 
     Yes 
 
3.  SEC USE ONLY 
 
4.  CITIZENSHIP OR PLACE OF ORGANIZATION 
 
     UNITED STATES 
 
5.  SOLE VOTING POWER 
      
     0 
 
6.  SHARED VOTING POWER 
 
     877,150 
 
7.  SOLE DISPOSITIVE POWER 
 
     0 
 
8.  SHARED DISPOSITIVE POWER 
 
     1,750,331
 
9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 
    PERSON 
 
     1,750,331
 
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES  
     CERTAIN SHARES 
 
     NOT APPLICABLE 
 
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 
 
     12.19%
 
12. TYPE OF REPORTING PERSON* 
 
     BANK<PAGE>
<PAGE> 
CUSIP NO.:  800013                      Page 5 of 11 Pages 
 
                            Schedules 13G 
 
Item 1(a).     Name of Issuer: 
 
          Sanderson Farms, Inc. 
 
Item 1(b).     Address of Issuer's Principal Executive Offices: 
 
          225 N. 13th Avenue 
          Laurel, Mississippi 39440 
 
Item 2(a).     Name of Persons Filing: 
 
        
         Lampkin Butts
          Robin Robinson
          Trustmark National Bank 
 
Item 2(b).     Address of Principal Business Office or, if none, 
          Residence: 
 
          For Trustmark National Bank 
          415 N. Magnolia Street 
          Laurel, Mississippi 39440. 
 
          The principal business address for each reporting person other 
          than Trustmark National Bank is: 
 
          225 N. 13th Avenue 
          Laurel, Mississippi 39440 
 
Item 2(c).     Citizenship: 
 
          Lampkin Butts and Robin Robinson are 
          United States citizens. 
 
          Trustmark National Bank is a bank organized under the laws of the 
          United States. 
 
 
Item 2(d).     Title of Class of Securities: 
 
          Common Stock, $1.00 per share par value. 
<PAGE>
<PAGE> 
 
CUSIP NO.:  800013                      Page 6 of 11 Pages 
 
Item 2(e).     Cusip Number:
 
          800013 
 
Item 3.   Not Applicable. 
 
Item 4.   Ownership 
 
          The paragraphs below set forth information for each of the 
          reporting persons with respect to the following: 
 
          (a)  amount beneficially owned; 
          (b)  percent of class; and 
          (c)  number of shares as to which such person has: 
               (i)  sole power to vote or to direct the vote; 
               (ii) share power to vote or to direct the vote; 
               (iii)sole power to dispose or to direct the disposition of; 
               (iv) shared power to dispose or to direct the disposition     
                       of. 
 
A.   Lampkin Butts beneficially owns 1,765,389 shares of the 
     Company's common stock, which equals 12.29% of the outstanding common 
     stock.  Of the 1,765,389 shares, Mr. Butts has the sole power to 
     vote or direct the vote of 17,204 shares, which includes 3,773 shares 
     owned of record by Mr. Butts, 13,396 shares allocated to Mr. 
     Sanderson's account pursuant to the Employee Stock Ownership Plan and 
     Trust of Sanderson Farms, Inc. and Affiliates (the "ESOP"), and 35 shares 
     held as custodian for a minor child.  Mr. Butts has the sole  power to    
     dispose or direct the disposition of the 3,773 shares owned of record by
him       and 35 shares held as custodian for a minor child, and the trustees
of the       ESOP share dispositive power with respect to the 13,396 shares
allocated to 
     Mr. Butts' account under the ESOP.
 
     1,750,331 shares of the 1,765,389 shares disclosed as being beneficially 
     owned by Mr. Butts are owned of record by the ESOP, of which Mr. 
     Butts is a trustee.  The members of the Administrative Committee of 
     the ESOP share voting power with respect to 877,150 shares, which are 
     the shares of Company's common stock owned of record by the ESOP that are 
     not allocated to participants in the ESOP.  Participants in the ESOP 
     have the sole power to vote or to direct the vote of the 873,181 shares 
     of common stock allocated to participants' accounts pursuant to ESOP.  
     The trustees, including Mr. Butts, share dispositive power with 
     respect to the 1,750,331 shares of Company common stock owned of record 
     by the ESOP.  Mr. Butts,  pursuant to Rule 13d-4, disclaims 
     beneficial ownership of all shares of the Company's common stock owned 
     of record by the ESOP, other than the 13,396 shares allocated to his 
     individual account. 
  
B.   Robin Robinson beneficially owns 1,750,331 shares of the Company's 
     common stock, which equals 12.19% of the outstanding common stock.  Of  
 <PAGE>
<PAGE> 
CUSIP NO.:     800013                        Page 7 of 11 Pages 
 
     the 1,750,331 shares, Ms. Robinson has the sole power to vote or direct 
     the vote of 3,213 shares allocated to her account in the ESOP. In her     
     capacity as a trustee of the ESOP, Ms. Robinson beneficially owns the     
     1,750,331 shares of the Company's common stock owned of record by the
ESOP,       which equal 12.19% of the outstanding common stock.  The members
of the 
     Administrative Committee of the ESOP share voting power with respect to 
     877,150 shares, which are the shares of Company common stock owned of 
     record by the ESOP that are not allocated to participants in the ESOP.  
     Participants in the ESOP have the sole power to vote or to direct the 
     vote of the 873,181 shares of common stock allocated to participants' 
     accounts pursuant to the ESOP.  The trustees, including Ms. Robinson, 
     share dispositive power with respect to the 1,750,331 shares of Company 
     common stock owned of record by the ESOP.  Ms. Robinson, pursuant to 
     Rule 13d-4, disclaims beneficial ownership of all shares of the 
     Company's common stock owned of record by the ESOP, except the shares
     allocated to her account. 
 
C.   In its capacity as a trustee of the ESOP, Trustmark National Bank 
     beneficially owns the 1,750,331 shares of the Company's common stock 
     owned of record by the ESOP, which equals 12.19% of the outstanding 
     common stock.  The members of the Administrative Committee of the ESOP 
     share voting power with respect to 877,150 shares, which are the shares 
     of Company common stock owned of record by the ESOP that are not 
     allocated to participants in the ESOP.  Participants in the ESOP have 
     the sole power to vote or to direct the vote of the 873,181 shares of 
     common stock allocated to participants' accounts pursuant to the ESOP.  
     The trustees, including Trustmark National bank, share dispositive power 
     with respect to the 1,750,331 shares of Company common stock owned of 
     record by the ESOP.  Trustmark National Bank, pursuant to Rule 13d-4, 
     disclaims beneficial ownership of all shares of the Company's common 
     stock owned of record by the ESOP. 
 
 
Item 5.   Ownership of Five Percent or Less of a Class: 
 
          Not Applicable.<PAGE>
<PAGE> 
CUSIP NO.:  800013                      Page 8 of 11 Pages 
 
Item 6.   Ownership of More than Five Percent on Behalf of Another Person: 
 
          Not Applicable. 
 
Item 7.   Identification and Classification of the Subsidiary Which Acquired  
            the Security Being Reported on by the Parent Holding Company: 
 
          Not Applicable. 
 
Item 8.   Identification and Classification of Members of the Group: 
 
          Not Applicable. 
 
Item 9.   Notice of Dissolution of Group: 
 
          Not Applicable. 
 
Item 10.  Certification: 
 
          Not Applicable. 
 
Material to be filed as Exhibits: 
 
           
     Exhibit   Description 
 
        1        Agreement of Joint Filing 
<PAGE>
<PAGE> 
CUSIP NO.:  800013                      Page 9 of 11 Pages 
 
                              SIGNATURES 
 
     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. 
 
Date:  February 28, 1997
 
 
               /s/Lampkin Butts
               Lampkin Butts
               Individually and in his capacity as a trustee of the 
               Employee Stock Ownership Plan and Trust of Sanderson Farms, 
               Inc. and Affiliates 
 
 
                                                                 
               /s/Robin Robinson
               Robin Robinson
               Individually and in his capacity as a trustee of the 
               Employee Stock Ownership Plan and Trust of Sanderson Farms, 
               Inc. and Affiliates 
 
 
 
               TRUSTMARK NATIONAL BANK, 
               In its capacity as a trustee of the Employee Stock Ownership 
               Plan and Trust of Sanderson Farms, Inc. and Affiliates 
 
 
                                                                 
                 BY:/s/Charles Windham, Jr. 
                  Charles Windham, Jr. 
 
               ITS: Vice President and Trust Officer 
<PAGE>
<PAGE> 
CUSIP NO.:  800013                      Page 10 of 11 Pages 
 
                            EXHIBIT INDEX 
 
EXHIBIT   DESCRIPTION 
 
 
  1       Agreement of Joint Filing 
<PAGE>
CUSIP NO.:  800013                      Page 11 of 11 Pages 
 
     The undersigned hereby agree, pursuant to Rule 13d-1(f)(1) under the 
Securities Exchange Act of 1934, as amended, that the foregoing Schedule 13G 
relating to the beneficial ownership of shares of the common stock, $1.00 per 
share par value, of Sanderson Farms, Inc. is filed on behalf of each of the 
undersigned.  Each of the undersigned acknowledges responsibility for the 
timely filing of this Schedule and any amendments and for the completeness and 
accuracy of the information contained herein with respect to such person.  
This Agreement of Joint Filing may be executed in multiple counterparts, each 
of which shall be deemed an original, but all of which together shall 
constitute one and the same instrument. 
 
     Dated this 28th day of February, 1997. 
 
 
                    /s/Lampkin Butts
                    Lampkin Butts
                    Individually and in his capacity as a trustee of the 
                    Employee Stock Ownership Plan and Trust of Sanderson 
                    Farms, Inc. and Affiliates 
 
 
                    /s/Robin Robinson
                    Robin Robinson
                    Individually and in his capacity as a trustee of the 
                    Employee Stock Ownership Plan and Trust of Sanderson 
                    Farms, Inc. and Affiliates 
 
                         
                    TRUSTMARK NATIONAL BANK, 
                    In its capacity as a trustee of the Employee Stock 
                    Ownership Plan and Trust of Sanderson Farms, Inc. and 
                    Affiliates 
 
 
                     
                    BY:/s/Charles Windham, Jr. 
                    Charles Windham, Jr. 
                     ITS: Vice President and Trust Officer 
  
<PAGE>
 
                            UNITED STATES 
                 SECURITIES AND EXCHANGE COMMISSION  
 
                             SCHEDULE 13G 
 
 
              Under the Securities Exchange Act of 1934 
 
                          (Amendment No. 6)* 
 
                        SANDERSON FARMS, INC. 
                           (Name of Issuer) 
 
                             COMMON STOCK 
                    (Title of Class of Securities) 
 
 
                                800013 
                            (Cusip Number) 
                                                                               

                                                                               

                                                                          
Check the following box if a fee is being paid with this statement  /   /.  
(A fee is not required only if the filing person (1) has a previous statement 
on file reporting beneficial Ownership of more than five percent of the class 
of securities described in Item 1; and (2) has filed no amendment subsequent 
thereto reporting beneficially ownership of five percent or less of such 
class.)  (See Rule 13d-7). 
 
*The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class of 
securities, and for any subsequent amendment containing information which 
would alter the disclosures provided in a prior cover page. 
 
The information required in the remainder of this cover page shall not be 
deemed to "filed" for the purpose of Section 19 of the Securities Exchange 
Act of 1934 ("Act") or otherwise subject to the liabilities of that section 
of the Act but shall be subject to all other provisions of the Act (however, 
see the Notes).<PAGE>
<PAGE> 
CUSIP NO.  800013             13G       Page 2 of 5 Pages 
 
1.  NAME OF REPORTING PERSON 
    S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 
 
     DEWEY R. SANDERSON, JR. 
     ###-##-#### 
 
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
 
     Yes 
 
3.  SEC USE ONLY 
 
4.  CITIZENSHIP OR PLACE OF ORGANIZATION 
 
     UNITED STATES 
 
5.  SOLE VOTING POWER 
      
     3,045,225 
 
6.  SHARED VOTING POWER 
 
     0 
 
7.  SOLE DISPOSITIVE POWER 
 
     3,045,225 
 
8.  SHARED DISPOSITIVE POWER 
 
     0 
 
9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 
    PERSON 
 
     3,268,482 (See Item 4 of this Schedule 13^) 
 
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES  
     CERTAIN SHARES 
 
     NOT APPLICABLE 
 
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 
 
     22.76% 
 
12. TYPE OF REPORTING PERSON* 
 
     INDIVIDUAL<PAGE>
<PAGE> 
 
CUSIP NO.:  800013                      Page 3 of 5 Pages 
 
                            Schedules 13G 
 
Item 1(a).     Name of Issuer: 
 
          Sanderson Farms, Inc. 
 
Item 1(b).     Address of Issuer's Principal Executive Offices: 
 
          225 N. 13th Avenue 
          Laurel, Mississippi 39440 
 
Item 2(a).     Name of Person Filing: 
 
          Dewey R. Sanderson, Jr. 
 
Item 2(b).     Address of Principal Business Office or, if none, 
          Residence: 
 
          225 N. 13th Avenue 
          Laurel, Mississippi 39440 
 
Item 2(c).     Citizenship: 
 
Item 2(d).     Title of Class of Securities: 
 
          Common Stock, $1.00 per share par value. 
 
Item 2(e).     Cusip Number: 
 
          800013 
 
Item 3.   Not Applicable. 
 
Item 4.   Ownership 
 
          4(a) Amount Beneficially Owned; 
               3,268,482 
 
          4(b) Percent of Class: 
               22.76% 
 
          4(c) Number of shares as to which such person has:<PAGE>
<PAGE> 
CUSIP NO.:  800013                      Page 4 of 5 Pages         
 
     (i) sole power to vote or to direct the vote: 
 
               3,045,225 shares 
 
               (ii) shared power to vote or to direct the vote: 
 
               -0- shares 
 
               (iii) sole power to dispose or to direct the disposition of: 
 
               3,045,225 shares 
 
               (iv) shared power to dispose or to direct the disposition     
                       of: 
 
               -0- shares 
 
          Included in the aggregate 3,268,482 shares shown as beneficially 
          owned by  Mr. Sanderson on the cover page are 223,257 shares owned 
          of record by Mr. Sanderson's wife, as to which she exercises sole 
          voting and dispositive power, and as to which Mr. Sanderson, 
          pursuant to Rule 13d-4, disclaims beneficial ownership. 
 
Item 5.   Ownership of Five Percent or Less of a Class: 
 
          Not Applicable. 
 
Item 6.   Ownership or More than Five Percent on Behalf of Another Person: 
 
          Not Applicable. 
 
Item 7.   Identification and Classification of the Subsidiary Which Acquired  
            the Security Being Reported on by the Parent Holding Company: 
 
          Not Applicable. 
 
Item 8.   Identification and Classification of Members of the Group: 
 
          Not Applicable. 
 
Item 9.   Notice of Dissolution of Group: 
 
          Not Applicable.<PAGE>
<PAGE> 
CUSIP NO.:  800013                      Page 5 of 5 Pages 
 
Item 10.  Certification: 
 
          Not Applicable. 
 
Material to be filed as Exhibits: 
 
          None. 
 
                              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. 
 
Date: February 28, 1997
                                   /s/Dewey R. Sanderson, Jr. 
                                   DEWEY R. SANDERSON, JR. 
 
 
 
 
<PAGE>
<PAGE> 
                            UNITED STATES 
                 SECURITIES AND EXCHANGE COMMISSION  
 
                             SCHEDULE 13G 
 
 
              Under the Securities Exchange Act of 1934 
 
                          (Amendment No. 6)* 
 
                        SANDERSON FARMS, INC. 
                           (Name of Issuer) 
 
                             COMMON STOCK 
                    (Title of Class of Securities) 
 
 
                                800013 
                            (Cusip Number) 
                                                                               

                                                                               

                                                                            
Check the following box if a fee is being paid with this statement  /   /.  
(A fee is not required only if the filing person (1) has a previous statement 
on file reporting beneficial Ownership of more than five percent of the class 
of securities described in Item 1; and (2) has filed no amendment subsequent 
thereto reporting beneficially ownership of five percent or less of such 
class.)  (See Rule 13d-7). 
 
*The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class of 
securities, and for any subsequent amendment containing information which 
would alter the disclosures provided in a prior cover page. 
 
The information required in the remainder of this cover page shall not be 
deemed to "filed" for the purpose of Section 19 of the Securities Exchange 
Act of 1934 ("Act") or otherwise subject to the liabilities of that section 
of the Act but shall be subject to all other provisions of the Act (however, 
see the Notes).<PAGE>
<PAGE> 
CUSIP NO.  800013             13G       Page 2 of 5 Pages 
 
1.  NAME OF REPORTING PERSON 
    S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 
 
     JOE FRANK SANDERSON 
     ###-##-#### 
 
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
 
     Yes 
 
3.  SEC USE ONLY 
 
4.  CITIZENSHIP OR PLACE OF ORGANIZATION 
 
     UNITED STATES 
 
5.  SOLE VOTING POWER 
      
     3,255,380
 
6.  SHARED VOTING POWER 
 
     0 
 
7.  SOLE DISPOSITIVE POWER 
 
     3,173,845 
 
8.  SHARED DISPOSITIVE POWER 
 
     0 
 
9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 
    PERSON 
 
     3,255,380 (See Item 4 of this Schedule 13G) 
 
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES  
     CERTAIN SHARES 
 
     NOT APPLICABLE 
 
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 
 
     22.66% 
 
12. TYPE OF REPORTING PERSON* 
 
     INDIVIDUAL<PAGE>
<PAGE> 
CUSIP NO.:  800013                      Page 3 of 5 Pages 
 
                            Schedules 13G 
 
Item 1(a).     Name of Issuer: 
 
          Sanderson Farms, Inc. 
 
Item 1(b).     Address of Issuer's Principal Executive Offices: 
 
          225 N. 13th Avenue 
          Laurel, Mississippi 39440 
 
Item 2(a).     Name of Person Filing: 
 
          Joe Frank Sanderson 
 
Item 2(b).     Address of Principal Business Office or, if none, 
          Residence: 
 
          225 N. 13th Avenue 
          Laurel, Mississippi 39440 
 
Item 2(c).     Citizenship: 
 
          United States 
 
Item 2(d).     Title of Class of Securities: 
 
          Common Stock, $1.00 per share par value. 
 
Item 2(e).     Cusip Number: 
 
          800013 
 
Item 3.   Not Applicable. 
 
Item 4.   Ownership 
 
          The paragraphs below set forth information for each of the 
          reporting persons with respect to the following: 
 
          (a)  amount beneficially owned; 
          (b)  percent of class; and 
<PAGE>
<PAGE> 
CUSIP NO.:  800013                      Page 4 of 5 Pages 
 
          (c)  number of shares as to which such person has: 
               (i)  sole power to vote or to direct the vote; 
                      3,255,380
               (ii) share power to vote or to direct the vote; 
                            -0-
               (iii)sole power to dispose or to direct the disposition of; 
                      3,173,845     
               (iv) shared power to dispose or to direct the disposition of. 
                            -0-
 
     Joe Frank Sanderson beneficially owns 3,255,380 shares of the Company's 
     common stock, which equals 22.66% of the outstanding common stock.  Mr. 
     Sanderson has the sole power to vote or direct the vote of the 3,255,380 
     shares, which includes 81,535 shares allocated to Mr. Sanderson's account
     of the Sanderson Farms, Inc. and Affiliates Employee Stock Ownership Plan 
     (the "ESOP").  Mr. Sanderson has the sole power to dispose or direct the  
     disposition of 3,173,845 shares, which excludes the 81,535 shares
allocated       to his account pursuant to the ESOP, as to which the trustees
of the ESOP       share dispositive power. 
 
Item 5.   Ownership of Five Percent or Less of a Class: 
 
          Not Applicable. 
 
Item 6.   Ownership or More than Five Percent on Behalf of Another Person: 
 
          Not Applicable. 
 
Item 7.   Identification and Classification of the Subsidiary Which Acquired  
            the Security Being Reported on by the Parent Holding Company: 
 
          Not Applicable. 
 
Item 8.   Identification and Classification of Members of the Group: 
 
          Not Applicable. 
 
Item 9.   Notice of Dissolution of Group: 
 
          Not Applicable. 
 
Item 10.  Certification: 
 
          Not Applicable. 
 
Material to be filed as Exhibits: 
 
          None.<PAGE>
<PAGE> 
CUSIP NO.:  800013                      Page 5 of 5 Pages 
 
                              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. 
 
Date: February 28, 1997 
                                   /s/Joe Frank Sanderson 
                                   JOE FRANK SANDERSON 
 
 
 
 



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