SANDERSON FARMS INC
10-Q, 1998-08-20
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         July 31, 1998

                                    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---14,370,080  shares outstanding as of
July 31, 1998.



<PAGE>







                                      INDEX


                     SANDERSON FARMS, INC. AND SUBSIDIARIES



PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         Condensed consolidated balance sheets--July 31, 1998 and
         October 31, 1997

         Condensed consolidated  statements of income (loss)--Three months ended
         July 31, 1998 and 1997; Nine months ended July 31, 1998 and 1997

         Condensed consolidated statements of cash flows--Nine months ended
         July 31, 1998 and 1997

         Notes to condensed consolidated financial statements--
         July 31, 1998 and 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>



PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                     SANDERSON FARMS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                           July 31,      October 31,
                                             1998            1997
                                          (Unaudited)       (Note)
                                 (In thousands)
<S>                                        <C>             <C>

Assets
Current assets
  Cash and temporary cash investments      $  1,185        $  1,531
  Accounts receivables, net                  28,035          30,934
  Inventories - Note 2                       43,895          44,210
  Refundable income taxes                     -0-             2,112
  Other current assets                        6,854           5,535
                                            -------         -------
Total current assets                         79,969          84,322

Property, plant and equipment               325,301         310,721
Less accumulated depreciation              (148,418)       (132,533)
                                            -------         -------
                                            176,883         178,188

Other assets                                  1,602           2,383
                                            -------         -------
Total assets                               $258,454        $264,893
                                            =======         =======

Liabilities and Stockholders' Equity
Current liabilities
  Accounts payable and
    accrued expenses                       $ 20,761        $ 15,157
  Current maturities of long-
    term debt                                 4,018           3,114
                                            -------         -------
Total current liabilities                    24,779          18,271

Long-term debt, less current maturities     103,880         118,782
Deferred income taxes                        11,069          11,069

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 - 14,370,080
   and 14,367,580 at July 31, 1998 and
   October 31, 1997, respectively            14,370          14,368
  Paid-in capital                            11,674          11,447
  Retained earnings                          92,682          90,956
                                            -------         -------
Total stockholders' equity                  118,726         116,771
Total liabilities and stockholders' equity $258,454        $264,893
</TABLE>

NOTE: The  consolidated  balance sheet at October 31, 1997 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.



<PAGE>



<TABLE>
<CAPTION>

                     SANDERSON FARMS, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
                                   (UNAUDITED)

                               Three Months Ended         Nine Months Ended
                                    July 31,                  July 31,
                                  1998      1997            1998      1997
                              (In thousands, except shares and per share data)
<S>                            <C>       <C>             <C>        <C>


Net sales                      $136,287  $121,895        $378,543   $354,952

Cost and expenses:
  Cost of sales                 121,269   119,730         352,496    335,486
  Selling, general and
   administrative                 4,338     4,582          14,085     14,839
                                -------   -------         -------    -------

                                125,607   124,312         366,581    350,325
                                -------   -------         -------    -------

         OPERATING INCOME        10,680    (2,417)         11,962      4,627

Other income (expense):
  Interest income                    53        36             171        121
  Interest expense               (1,908)   (2,018)         (5,927)    (4,598)
  Other                             (30)       57             (44)        46
                                -------   -------         -------    -------
                                 (1,885)   (1,925)         (5,800)    (4,431)
                                -------   -------         -------    -------

   INCOME (LOSS) BEFORE INCOME
    TAXES AND EXTRAORDINARY GAIN  8,795    (4,342)          6,162        196

Income tax expense (benefit)      3,255    (1,637)          2,280         74
                                -------   -------         -------    -------

    INCOME (LOSS)BEFORE
     EXTRAORDINARY GAIN           5,540    (2,705)          3,882        122

Extraordinary gain from fire (net
   of income taxes of $406,000)    -0-        676             -0-        676
                                -------   -------         -------    -------

  NET INCOME (LOSS)            $  5,540  $ (2,029)       $  3,882   $    798
                                =======   =======         =======    =======

Earnings (loss) per share:
 Basic earnings (loss) per share
   before extraordinary gain   $    .39  $   (.19)       $    .27   $    .01
 Basic earnings per share from
   extraordinary gain               .00       .05             .00        .05
                                -------   -------         -------    -------
 Basic earnings (loss)
   per share                   $    .39  $   (.14)       $    .27   $    .06
                                =======   =======         =======    =======

 Diluted earnings (loss)
   per share                   $    .38  $   (.14)       $    .27   $    .06
                                =======   =======         =======    =======

Dividends per share            $    .05  $    .05        $    .15   $    .15
                                =======   =======         =======    =======

Basic weighted average
  shares outstanding         14,370,080 14,366,580     14,368,608 14,364,657
                             ========== ==========     ========== ==========
Diluted weighted average
  shares outstanding         14,443,359 14,366,580     14,419,403 14,464,150
                             ========== ==========     ========== ==========

See notes to condensed consolidated financial statements.
</TABLE>




<PAGE>



<TABLE>
<CAPTION>

                     SANDERSON FARMS, INC. AND SUBSIDIARIES

               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (UNAUDITED)


                                Nine Months Ended
                                    July 31,
                                    1998 1997
                                 (In thousands)
<S>                                           <C>        <C>

Operating activities
 Net income                                   $ 3,882    $   798
 Adjustments to reconcile net income
   to net cash provided by
      operating activities:
    Depreciation and amortization              17,292     15,672
    Change in assets and liabilities:
     (Increase) decrease in accounts receivable 2,899     (3,631)
     (Increase) decrease in inventories           315     (5,405)
     Decrease in refundable income taxes        2,112        -0-
     Increase in other assets                  (1,041)    (2,695)
     Increase in accounts payable
      and accrued expenses                      5,604      3,015
                                              -------    -------

Total adjustments                              27,181      6,956
                                              -------    -------

Net cash provided by
   operating activities                        31,063      7,754

Investing activities
Net proceeds from sales of property
   and equipment                                  189          6
Capital expenditures                          (15,673)   (38,102)
                                              -------    -------

Net cash used in investing activities         (15,484)   (38,096)

Financing activities
Principal payments on long-term debt           (2,998)    (2,934)
Net change in borrowings under revolving
 line of credit                               (11,000)    26,000
Long-term borrowings                                0      4,945
Principal payments received on note
 receivable-E.S.O.P.                              202        125
Net proceeds from issuance of common stock         27         39
Dividends paid                                 (2,156)    (2,155)
                                              -------    -------

Net cash provided by (used in)
  financing activities                        (15,925)    26,020
                                              -------    -------

Net decrease in cash and temporary
 cash investments                                (346)    (4,322)
Cash and temporary cash investments
 at beginning of period                         1,531      4,879
                                              -------    -------
Cash and temporary cash investments
 at end of period                            $  1,185   $    557
                                              =======    =======


  See notes to condensed consolidated financial statements.
</TABLE>




                     SANDERSON FARMS, INC. AND SUBSIDIARIES

           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                  July 31, 1998


NOTE 1 -- BASIS OF PRESENTATION


NOTE 2--INVENTORIES

Inventories consisted of the following:
<TABLE>
<CAPTION>

                                     JULY 31,         October 31,
                                       1998                1997
                                           (In thousands)

<S>                                  <C>                <C>

Live poultry-broilers and breeders   $26,691            $24,980
Feed, eggs and other                   6,814              5,790
Processed poultry                      4,101              5,238
Processed food                         3,012              5,234
Packaging materials                    3,277              2,968
                                     -------            -------
                                     $43,895            $44,210
                                     =======            =======
</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  changed from the
cash to the accrual basis of accounting for its farming subsidiary. The Taxpayer
Relief  Act of 1997  (the  "Act")  provides  that the  taxes  on the cash  basis
temporary  differences  as of that date are payable over the next 20 years or in
the first fiscal year in which the Company fails to qualify as a "Family Farming
Corporation" provided there are no changes in ownership control. Management does
not anticipate  the payment of such taxes related to these cash basis  temporary
differences during fiscal 1998.



<PAGE>



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, 1997.

This Quarterly Report, and other periodic reports filed by the Company under the
Securities and Exchange Act of 1934, and other written and oral  statements made
by it or on its behalf, may include forward-looking statements,  which are based
on a number of assumptions about future events and are subject to various risks,
uncertainties  and  other  factors  that may  cause  actual  results  to  differ
materially from the views,  beliefs and estimates  expressed in such statements.
These risks, uncertainties and other factors include, but are not limited to the
following:

(1) Changes in the market  price for the  Company's  finished  products and feed
grains,  both  of  which  may  fluctuate   substantially  and  exhibit  cyclical
characteristics typically associated with commodity markets.

(2) Changes in economic and business conditions, monetary and fiscal policies or
the amount of growth,  stagnation or recession in the global or U.S.  economies,
either of which may affect the demand for the Company's finished  products,  the
value of inventories, the collectability of accounts receivable or the financial
integrity of customers.

(3) Changes in laws,  regulations,  and other activities in government  agencies
and similar organizations applicable to the Company and the poultry industry.

(4) Various inventory risks due to changes in market conditions.

(5) Changes in and effects of  competition,  which is significant in all markets
in which the Company  competes,  with regional and national firms, some of which
have greater financial and marketing resources than the Company.

(6) Changes in accounting  policies and  practices  adopted  voluntarily  by the
Company or required to be adopted by generally accepted  accounting  principles.
Readers are cautioned not to place undue reliance on forward-looking  statements
made by or on behalf of Sanderson  Farms.  Each such statement speaks only as of
the day it was made. The Company undertakes no obligation to update or to revise
any  forward-looking   statements.  The  factors  described  above  can  not  be
controlled  by the  Company.  When  used in this  Quarterly  Report,  the  words
"believes,"   "estimates,"   "plans,"   "expects,"   "should,"   "outlook,"  and
"anticipates"  and  similar  expressions  as they  relate to the  Company or its
management are intended to identify forward-looking statements.

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 poultry industry,
the Company's  profitability is substantially  impacted by the market prices for
its finished products and feed grains, both of which may fluctuate substantially
and  exhibit  cyclical  characteristics   typically  associated  with  commodity
markets. Other costs, excluding feed grains, related to the profitability of the
Company's  poultry  operations,  including  hatching egg  production,  hatching,
growing,  and processing  cost,  are  responsive to efficient  cost  containment
programs and management practices.

<PAGE>



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.  Nevertheless,  market prices continue to have a significant
influence on prices of the Company's chicken products. 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.

RESULTS OF OPERATIONS

For the three months ended July 31, 1998, net sales  increased  $14.4 million or
11.8% as compared to the three months ended July 31, 1997.  Net sales of poultry
products during the same period increased $10.0 million or  approximately  9.9%,
while net sales of food products  increased $4.4 million or 21.3%. This increase
in net  sales is a result  of an  increase  of  approximately  8.8% of pounds of
product  sold and an  increase  in the  average  sale  price of 2.8%  during the
three-month  period ended July 31, 1998. Pounds of poultry products produced and
sold during the three-month  period increased  approximately 8.3% as a result of
the Company's new poultry complex in Brazos and Robertson counties, Texas and an
increase in the average sale price of poultry products of approximately  1.5% as
compared to the same period in fiscal 1997. A simple average of the Georgia dock
price for the third  quarter ended July 31, 1998, as compared to the same period
in fiscal 1997 increased  1.7%. The Company's  sales of prepared foods increased
as a result of increased  sales of cooked  products  offset by a decrease in the
pounds of corn dogs produced and sold and an increase of  approximately  5.1% in
the average sale prices of food products  during the three months ended July 31,
1998 as compared to the same period in 1997.

For the nine months ended July 31, 1998, net sales increased approximately $23.6
million or  approximately  6.6% as compared  to the nine  months  ended July 31,
1997.  This increase in net sales for the  nine-month  period was a result of an
increase in the pounds of product sold of approximately 9.0% which was partially
offset by a decrease  the  average  sale price of 2.1% as  compared  to the same
period in fiscal 1997.  Pounds of poultry  product  produced and sold  increased
8.7% while pounds of food products sold  increased  approximately  13.0% for the
nine months  ended July 31,  1998 as compared to the nine months  ended July 31,
1997.  The  increase  in  pounds  of  poultry  products  sold is a result of the
additional pounds produced and sold at the Company's Texas poultry complex which
began  operation  during the first  quarter of 1997 and reached full first shift
capacity during the fourth quarter of fiscal 1997. The increase in prepared food
products  sold  during the  nine-month  period is a result of a change in mix of
prepared  foods sold when compared to the same period in 1997. A simple  average
of the Georgia dock price for the nine months ended July 31, 1998 as compared to
the same period in fiscal 1997 reflects a decrease of approximately 6.8%.

During the third  quarter  ended July 31,  1998,  cost of sales  increased  $1.5
million or 1.3% as compared to the third  quarter  ended July 31, 1997.  Cost of
sales of poultry  products  decreased  approximately  $3.3  million or 3.3% as a
results of lower feed cost and increased  pounds  produced.  A simple average of
the corn and soy meal cash  market  prices for the three  months  ended July 31,
1998,  reflected decreases of 9.6% and 38.7%,  respectively when compared to the
same period in fiscal  1997.  An increase in the cost of sales of prepared  food
products  of $4.8  million  or 25.6%  was a result of  increased  pounds of food
products produced and a change in product mix.

Cost of sales for the nine  months  ended July 31,  1998 as compared to the nine
months ended July 31, 1998,  increased  $16.9 million or 5.1%.  Cost of sales of
poultry products  increased  modestly by $1.2 million or .4% while cost of sales
of food products increased  approximately $15.8 million or 31.3% for the period.
The increased cost of sales of poultry products for the nine-month  period ended
July 31, 1998 as compared to the nine-month period ended July 31, 1997, resulted
from increased  pounds produced and sold, which increase was partially offset by
a decrease in the average  cost of feed grains.  A simple  average of the market
price for corn and soy meal  reflected  a  decrease  of  approximately  7.0% and
29.5%,respectively,  during the nine-month  period in fiscal 1998 as compared to
the same  nine-month  period in fiscal  1997.  The  increase in cost of sales of
prepared food products is a result of an increase in the sales of cooked chicken
products.

Selling,  general and administrative  expenses for the three months and the nine
months ended July 31, 1998 decreased $.2 and $.8 million as compared to the same
periods for fiscal 1997.  These  decreases are  attributable  to higher selling,
general  and  administrative  cost  associated  with the  start-up  of the Texas
complex during fiscal 1997.

In the third  quarter of fiscal 1998, as compared to the third quarter of fiscal
1997, the Company's operating income increased approximately $13.1 million. This
improvement  is a result of  increases  in the  average  sale price for  poultry
products and lower  average cost of feed grains.  For the nine months ended July
31, 1998 as compared to the some period in 1997, operating income increased $7.4
million.  This  increase is a result of  increased  pounds of products  sold and
lower average cost of feed grains,  which were partially offset by a decrease in
the average price of poultry products.

Interest  expense during the three months ended July 31, 1998 as compared to the
three months ended July 31,  1997,  reflects a decrease of $.1 million.  For the
nine months  ended July 31,  1998 as compared to the nine months  ended July 31,
1997,  interest  expense  increased  $1.3 million.  This increase is a result of
higher outstanding debt incurred with the construction and start-up of the Texas
Complex  and the affect of $.6 million of  interest  cost which was  capitalized
during the first nine months of fiscal 1997.  As in the third  quarter of fiscal
1998, the Company anticipates that interest expense will be lower for the fourth
quarter of fiscal 1998 as compared to the same period during fiscal 1997.

The  Company's  effective  tax rate for the first nine months of fiscal 1998 and
fiscal 1997 was approximately 37.0% and 37.7%, respectively.

Liquidity and Capital Resources

The Company's  working capital on July 31, 1998 was 55.2 million and its current
ratio was 3.2 to 1 as compared to working capital of $66.1 million and a current
ration of 4.6 to 1 on October 31,  1997.  During the first nine months of fiscal
1998 the  Company  expended  approximately  $15.7  million  on  planned  capital
projects,  which  represents  a  significant  reduction  from the $38.1  million
expended in fiscal 1997.  This  reduction is due primarily to the  completion of
construction  on the Texas complex during fiscal 1997.  The Company  anticipates
that  capital  expenditures  for fiscal 1998 will  remain  below the fiscal 1997
levels.





<PAGE>



The  capital  budget  for  fiscal  1998 has been  increased  to $23.3 from $12.0
million as of November 1, 1997.  Included in the capital  budget for fiscal 1998
are the  anticipated  cost of  adding  a  second  shift  to the  Texas  complex,
approximately  $1.9 million relating to fiscal 1997 items that were completed or
started and other items that include cost of renovations,  changes and additions
to existing processing  facilities to allow better product flows and product mix
for more product flexibility.

The Company believes that anticipated capital  expenditures for fiscal 1998 will
be funded from working capital and by cash flows from  operations;  however,  if
needed the  Company  has $49.0  million  available  under its  revolving  credit
agreement as of July 31, 1998.  As of July 31, 1998,  the Company  increased its
revolving  credit  facility by $5.0  million to $130.0  million and extended the
revolving credit maturity date by one year.


Impact of Year 2000 Issue

The  Company  is  continuing  to assess the impact of the Year 2000 issue on its
computer systems and believes that certain  software  currently in use will have
to be modified or replaced.  The Company  estimates the cost of modifications to
existing  software  and  conversions  to new  software to be  approximately  $.5
million  and will be  substantially  completed  by January  31,  1999.  With the
modifications  to existing  software and  conversions to new software,  the Year
2000 issue will not pose  significant  operational  problems  for the  Company's
computer systems.  However,  if such modifications and conversions are not made,
or are not completed timely, the year 2000 issue could have a material impact on
the operations of the Company.

The Company's  suppliers,  vendors and equipment  manufacturers,  have indicated
that  they  continue  to  assess  the  impact  of the year  2000  issue on their
operations. At this time, the Company believes that it's suppliers,  vendors and
equipment  manufacturers will be year 2000 compatible.  However, in the event of
an  unforeseen  problem,  the  Company is  studying  contingence  plans that may
include higher levels of inventories of supplies and raw materials.

The costs of the  projects  and the date on which the  Company  believes it will
complete the Year 2000  modifications  are based on management's best estimates,
which were derived utilizing  numerous  assumptions of future events,  including
the continued  availability  of certain  resources and other  factors.  However,
there can be no  guarantee  that these  estimates  will be  achieved  and actual
results could differ  materially from those  anticipated.  Specific factors that
might  cause such  material  differences  include,  but are not  limited to, the
availability  and cost of personnel  trained in this area, the ability to locate
and correct all relevant computer codes, and similar uncertainties.

This  Quarterly  Report does not address the Year 2000 issues that are raised in
the Security  and  Exchange  Commission's  Release No.  34-40277,  which are not
required  until the Company  files its Annual Report on Form 10-K for the fiscal
year ending October 31, 1998.




<PAGE>




PART II.  OTHER INFORMATION


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 did not file any reports on Form 8-K during the three
              months ended July 31, 1998.





<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: August 20, 1998                 By:  /s/D.  Michael Cockrell
                                          D. Michael Cockrell
                                          Treasurer and Chief
                                            Financial Officer



Date: August 20, 1998                 By:  /s/James a. Grimes
                                 James A. Grimes
                                          Secretary and Principal
                                            Accounting Officer





<PAGE>




EXHIBIT 15a


INDEPENDENT AUDITORS' REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION


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 July 31, 1998,  and the related
condensed  consolidated  statements  of income  (loss) for the  three-month  and
nine-month periods ended July 31, 1998 and 1997, and the condensed  consolidated
statements  of cash flows for the  nine-month  periods  ended July 31,  1998 and
1997.  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, 1997, 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  12, 1997,  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, 1997, is fairly  stated,  in all material  respects,  in
relation to the consolidated balance sheet from which it has been derived.



                                          /s/Ernst & Young LLP



Jackson, Mississippi
August 18, 1998





<PAGE>



EXHIBIT 15b



Shareholders and Board of Directors
Sanderson Farms, Inc.

We are aware of the incorporation by reference in Post-Effective Amendment No.
1 to the Registration Statement (Form S-8-No. 33-67474) of Sanderson Farms, Inc.
for the registration of 750,000 shares of its common stock of our report dated
August 18, 1998 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 July 31, 1998.



                              /s/Ernst & Young LLP


Jackson, Mississippi
August 18, 1998



<PAGE>

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