SANDERSON FARMS INC
SC 13G, 1999-02-12
POULTRY SLAUGHTERING AND PROCESSING
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                            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).


<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

     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

     3,269,672

6.  SHARED VOTING POWER

     0

7.  SOLE DISPOSITIVE POWER

     3,269,672

8.  SHARED DISPOSITIVE POWER

     0

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
    PERSON

     3,269,672 (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


<PAGE>




     22.73%

12. TYPE OF REPORTING PERSON*

     INDIVIDUAL

<PAGE>
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.


<PAGE>




Item 4.   Ownership

          The paragraphs  below set forth  information for each of the reporting
          persons with respect to the following:

         (a)  amount beneficially owned;
                  3,269,672

         (b)  percent of class; and
                  22.73%
<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;
                      3,269,672
               (ii)         share power to vote or to direct the vote; -0-
               (iii)sole power to dispose or to direct the disposition of;
                      3,269,672
               (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  3,269,672
         shares  owned of record by the Estate with  respect to which amount the
         coexecutors  of the Estate share voting power.  The  co-executors  also
         share  investment  power with respect to the 3,269,672  shares owned of
         record by the Estate.

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.


<PAGE>



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: February 12, 1999

                                   /s/Joe F. Sanderson, Jr., Executor
                                   JOE FRANK SANDERSON
                           
                                  /s/William R. Sanderson
                                   WILLIAM R. SANDERSON


<PAGE>


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