SANDERSON FARMS INC
SC 13D/A, 2000-09-22
POULTRY SLAUGHTERING AND PROCESSING
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                  Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                              Sanderson Farms, Inc.
                                (Name of Issuer)

                   Common Stock, $1.00 par value per share
                         (Title of Class of Securities)

                                     800013
                                 (CUSIP Number)

                            Fannie Buck L. Sanderson
                               34 Broadmoor Drive
                            Laurel, Mississippi 39440
                                 (601) 649-1336
           (Name, Address and Telephone Number of Person Authorized
                    to Receive Notices and Communications)

                                 August 16,2000
           (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e),  240.13d-1(f) or 240.13d-1(g),  check
the following _.

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including all  exhibits.  Section  240.13d-7 for other
parties to whom copies are to be sent.

*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
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "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>





CUSIP No. 800013

1)    NAME OF REPORTING PERSON
      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)

            Fannie Buck L. Sanderson

2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

            (a) o
            (b) o

3)    SEC USE ONLY


4)    SOURCE OF FUNDS (See Instructions)

            Not applicable.

5)    CHECK IF DISCLOSURE OF LEGAL  PROCEEDINGS IS REQUIRED  PURSUANT TO ITEMS
      2(D) OR 2(E)

            ---------------

6)    CITIZENSHIP OR PLACE OF ORGANIZATION

            United States


                        (7)   SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY                  0 shares  of Common  Stock,  $1.00 par value per
                             share ("Common Stock")
OWNED BY
EACH                    (8)   SHARED VOTING POWER
REPORTING
PERSON                        0 shares of Common Stock
WITH
                           (9) SOLE DISPOSITIVE POWER

                              0 shares of Common Stock

                          (10) SHARED DISPOSITIVE POWER

                              0 shares of Common Stock

11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            0 shares of Common Stock



<PAGE>




12)   CHECK IF THE AGGREGATE  AMOUNT IN ROW (11) EXCLUDES  CERTAIN SHARES (See
      Instructions)

            _

13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

            0%

14)   TYPE OF REPORTING PERSON (See Instructions)

            IN


<PAGE>


                                  SCHEDULE 13D

Preliminary Statement

      This statement on Schedule 13D is filed on behalf of the Reporting Person,
who was qualified as the executrix of the estate (the  "Estate") of her husband,
Dewey R.  Sanderson,  Jr.,  on  December  20,  1999.  At that time,  she filed a
statement  on Schedule  13D, as she may have been  deemed to have  acquired  the
beneficial  ownership of 3,268,482  shares of common stock,  par value $1.00 per
share, of Sanderson Farms, Inc. (the "Common Stock") that are beneficially owned
by the Estate.  The Executrix  disclaimed  beneficial  ownership of these shares
pursuant to Rule 13d-4 under the Exchange Act. On August 16, 2000, the Reporting
Person was replaced as  executrix of the Estate by two of her sons,  Robert Buck
Sanderson  and Hugh V.  Sanderson,  who were  qualified as  co-executors  of the
Estate. On August 18, 2000, Mrs. Sanderson  disclaimed and renounced any and all
interest in the Common Stock of the Estate bequeathed to her or to which she may
otherwise be entitled under the  Mississippi  laws of descent and  distribution.
This Amendment No. 1 to Schedule 13D is filed on behalf of the Reporting  Person
to report that she has ceased to be the beneficial  owner of more than 5% of the
Common Stock of Sanderson Farms, Inc.

ITEM 5.  Interest in Securities of the Issuer.

      (a)   Not applicable.

      (b)   Not applicable.

      (c)  During the past sixty  days,  Mrs.  Sanderson  has not  effected  any
transactions  involving  the Common Stock of the  Company,  except on August 18,
2000,  Mrs.  Sanderson  disclaimed  and  renounced  any and all  interest in the
3,268,482  shares of Common  Stock of the Estate  bequeathed  to her by Dewey R.
Sanderson,  Jr. or to which she may be entitled  under the  Mississippi  laws of
descent and distribution, and, on August 16, 2000, she was replaced as executrix
of the Estate.

      (d)   Not applicable.

      (e)   Mrs.  Sanderson  ceased to be the beneficial owner of more than 5%
of the Common Stock on August 16, 2000.




<PAGE>


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.





                                          /s/Fannie Buck L. Sanderson
                                          ---------------------------
                                               Fannie Buck L. Sanderson


Dated: September 22, 2000





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