SANDERSON FARMS INC
SC 13G, 1998-03-03
POULTRY SLAUGHTERING AND PROCESSING
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The filing of Schedule 13G for the Estate of Joe Frank Sanderson is late because
the SEC failed to provide a Form ID# timely or properly.



                            UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
 
                             SCHEDULE 13G
 
 
              Under the Securities Exchange Act of 1934
 
 
                        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 18 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).

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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
 
     ESTATE OF JOE FRANK SANDERSON
     64-6213477
 
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
 3.  SEC USE ONLY
 
4.  CITIZENSHIP OR PLACE OF ORGANIZATION
 
     Estate subject to the laws of the State of Mississippi
 
5.  SOLE VOTING POWER
 
     3,273,385
 
6.  SHARED VOTING POWER
 
     0
 
7.  SOLE DISPOSITIVE POWER
 
     3,184,654
 
8.  SHARED DISPOSITIVE POWER
 
     0
 
9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
    PERSON
 
     3,273,385 (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


      22.8%
 
12. TYPE OF REPORTING PERSON*
 
     INDIVIDUAL

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CUSIP NO.:  800013                      Page 3 of 5 Pages
 
                            Schedules 13G
 
Item 1(a).     Name of Issuer:
 
          Sanderson Farms, Inc. (the"Company")
 
Item 1(b).     Address of Issuer's Principal Executive Offices:
 
          225 N. 13th Avenue
          Laurel, Mississippi 39440
 
Item 2(a).     Name of Person Filing:
 
          Estate of Joe Frank Sanderson
 
Item 2(b).     Address of Principal Business Office or, if none,
          Residence:

          c/o Joe F. Sanderson, Jr. or William R. Sanderson
          225 N. 13th Avenue
          Laurel, Mississippi 39440
 
Item 2(c).     Citizenship:
 
          Estate subject to the laws of the State of Mississippi
 
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;
                  3,273,385
 
         (b)  percent of class; and
                  22.8%
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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;
                      3,273,385
               (ii) share power to vote or to direct the vote;
                            -0-
               (iii)sole power to dispose or to direct the disposition of;
                      3,184,654
               (iv) shared power to dispose or to direct the disposition of.
                            -0-
 
On January 4, 1998,  Joe Frank  Sanderson  died.  The 3,273,385  shares that Joe
Frank Sanderson  beneficially  owned are now beneficially owned by the Estate of
Joe Frank Sanderson (the "Estate"). The co-executors of the Estate are Joe Frank
Sanderson's sons, Joe F. Sanderson,  Jr. and William R. Sanderson. The amount in
this report includes  3,184,654  shares owned of record by the Estate and 88,731
shares allocated to the Estate's account under the Employee Stock Ownership Plan
of Sanderson  Farms,  Inc. and affiliates (the "ESOP"),  with respect to each of
which amount the co-executors of the Estate share voting power. The co-executors
share  investment  power with respect to the 3,184,654 shares owned of record by
the  Estate.  The  trustees of the ESOP share  investment  power over the 88,731
shares allocated to the Estate's account under the ESOP.

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>
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: March 2, 1998
 
                                   /s/Joe F. Sanderson, Jr., Executor
                                   JOE FRANK SANDERSON

                                  /s/William R. Sanderson
                                   WILLIAM R. SANDERSON









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