EXHIBIT 10-E-2                     
                              ARTICLE I

                              AGREEMENT

Section 1.     This Agreement made and entered into this 6th day of November,
1994, by and between Sanderson Farms, Inc. (Hammond Processing Division) of
Hammond, Louisiana, hereinafter referred to as the Company or Employer, and
United Food and Commercial Workers Local Union 210, affiliated with the United
Food and Commercial Workers International Union, hereinafter referred to as
the Union.

Section 2.     The general purpose of this Agreement is to establish just and
equitable terms and conditions of employment and to provide methods for fair
and peaceful adjustment of differences which may arise.  It is recognized by
the Agreement to be the respective duty of the Company, the Union and the
Employees to cooperate fully, individually and collectively toward the
accomplishment of said aims.

                              ARTICLE II
                             RECOGNITION
Section 1. The Company recognizes the Union as the exclusive bargaining agent
for all production and maintenance employees, including truck drivers, at the
Employer's poultry processing and rendering plant in Hammond, Louisiana, and
excluding office clerical employees, guards and/or watchmen, salesmen,
professional employees, and supervisors as defined in the Act. 

                             ARTICLE III
                       MANAGEMENT PREROGATIVES
Section 1.  Nothing in this Agreement shall be deemed to limit the Employer in
any way in the exercise of the customary functions of management which are
recognized as the Employer's exclusive responsibility, including, but not
limited to, the right to plan, direct, and control operations, to utilize the
services of contractors, to determine the number, size and location of its
establishments, to close an establishment or departments thereof, to hire, to
promote, to demote, and for proper cause to discipline, suspend or discharge,
to assign and schedule work and transfer employees from one job or department
to another, and to make and enforce reasonable rules and regulations relative
to any and all of these matters or to the management of its operation,
provided that the reasonableness of rules may be tested in the grievance
procedure.  The Employer shall be the exclusive judge of all matters
pertaining to its operations and their scheduling and the methods, processes,
equipment, means of operation and size of workforce.

Section 2.  The Employer retains all prerogatives and rights of management and
all privileges and responsibilities not specifically limited by this
Agreement. 

                              ARTICLE IV
                            SHOP STEWARDS
Section 1.     The Employer recognizes the right of the Union to designate shop
stewards, not to exceed eight (8) in number, who shall be assigned to serve
specific areas of the plant to handle such Union business as may arise.  The
shop stewards shall be employees of the Company.  The Union shall notify the
Company in writing as to the names of the stewards and of any changes in
designation of stewards.

Section 2.     A representative of the Union shall be permitted to enter the
plant at reasonable times, upon Employer's premises and plant, provided such
representative shall in no way interfere with the operations of Employer's
business and shall make arrangements with the Employer's manager.

                              ARTICLE V
                         GRIEVANCE PROCEDURE
Section 1.     Grievances arising under this contract are herein defined as a
claim by a party to this Agreement or an employee covered by this Agreement
that the Company or the Union has violated a provision of this Agreement. 
                                STEP I
     The employee shall discuss the grievance or complaint with the immediate
supervisor within five (5) working days after the event giving rise thereto
occurs, or within five (5) working days following the date on which the
grievant had or reasonably would have had knowledge thereof.  In the event the
employee so requests, the appropriate steward shall be present at this step. 
The supervisor shall give an answer within five (5) working days after the
grievance is received.  

                                STEP 2
     If there is no settlement in Step 1, the grievance may be presented by
the employee and/or shop steward within five (5) working days from the date on
which the supervisor's answer was given in Step 1. The grievance must be
presented in writing to the department superintendent and must state the
following information:
     (a)   name or names of employee or employees involved;
     (b)  the department or departments involved;
     (c)  the date and time of the occurrence or discovery of the grievance;
     (d)  the facts of the incident on which the claim is based;
     (e)  the specific provision of this Agreement alleged to have been
violated;
     (f)  the remedy requested. 
The department superintendent shall give the Company's answer in writing
within five (5) working days after the grievance is received by the
superintendent.  

                                STEP 3
In the event the grievance is not settled in Step 2, then the grievance
may be appealed in writing to the division manager or a designated
representative by the Union to Step 3 within five (5) working days from the
Company's answer in Step 2.  The division manager or a designated
representative shall give an answer in writing within five (5) working days
from the date of the appeal.  In the event the grievance is not settled then
the aggrieved party or parties shall have the right to request arbitration.

   In the event a grievance arises on behalf of the Employer, the matter
shall be presented to the Union Business Agent in writing, who shall have
seven (7) days from the date of submission within which to endeavor to
reconcile the grievance presented and shall give an answer in writing within
that time.  If not settled within that time, the aggrieved party or parties
shall have the right to request arbitration.

Section 2.  Discharge grievances shall be processed initially under Step 3 of
the grievance procedure.  The written grievance shall be filed with the
division manager within five (5) working days following the date of discharge. 

Section 3.     A failure to observe the time limit specified herein for original
presentation of a grievance or presentation in any subsequent step of the
grievance procedure on the part of either the grievant or the Union shall be
conclusive evidence that the grievance has been settled and abandoned.

   Failure on the part of the Company to comply with the time limits for
delivering its answer in any step of the grievance procedure shall
automatically advance the grievance to the next step of the grievance
procedure.

   The time limits of the grievance procedure may be extended by mutual
consent of the Union and the Company.

                             ARTICLE VI
                            ARBITRATION 
Section 1.  If a party to this Agreement desires to take a grievance to
arbitration, it shall within fifteen (15) calendar days after the denial of
the grievance, give written notice of his intention to the other party,
together with a written statement of the specific provision or provisions of
this Agreement at issue.

Section 2.     The parties shall attempt to select an impartial arbitrator.  If
they are unable to agree upon a choice within seven (7) calendar days after
the receipt of Notice of Intent to Arbitrate, either party may request the
Federal Mediation and Conciliation Service to submit a list of five (5)
arbitrators, from which the arbitrator will be selected.  Selection shall be
made by the parties alternately striking any name from the list (the first to
strike shall be the party requesting arbitration) until only one (1) name
remains.  The final name remaining shall be the arbitrator of the grievance.

Section 3.     The jurisdiction and the decision of the arbitrator of the
grievance shall be confined to a determination of the acts and the
interpretation or application of the specific provision or provisions of this
Agreement at issue.  The Arbitrator shall be bound by terms and provisions of
this Agreement and shall have the authority to consider only grievances
representing solely an arbitration issue under this Agreement.  The arbitrator
shall have no authority to add to, alter, amend, or modify any provision of
this Agreement.  The decision of the arbitrator in writing on any issue
properly before the arbitrator in accordance with the provisions of this
Agreement, shall be final and binding on the aggrieved employee or employees,
the Union, and the Employer.

Section 4.     Multiple grievances shall not be heard before one arbitrator at
the same hearing except by mutual agreement of the parties.

Section 5.     The Union and the Employer shall each bear its own costs in these
arbitration proceedings, except that they shall share equally the fee and
other expenses of the arbitrator in connection with the grievance.  

                             ARTICLE VII
                       NO STRIKE - NO LOCK OUT
Section 1.  For the duration of this Agreement, there shall be no strike,
stoppages, slowdowns, picketing, or other interruption of or interference with
the operations of the plant.

Section 2.   The Company shall not lock out employees for the duration of this
Agreement.

Section 3.   Neither the violation of any provisions of the Agreement, nor the
commission of any act constituting an unfair labor practice, or otherwise made
unlawful, shall excuse the employees, the Union, or the Company from their
obligations under the provisions of this Article.

Section 4.     An employee discharged or otherwise disciplined for violation of
this Article, may seek review of such discipline through the grievance and
arbitration procedures provided herein.  In this event, the only question to
be reviewed shall be whether or not the employee participated in the
prohibited conduct.

                             ARTICLE VIII
                        UNION BULLETIN BOARD
   The Employer will provide a bulletin board in the plant for posting of
Union notices.  All matters to be posted shall be submitted to the Division
Manager or a designated representative for approval prior to posting, and
management's decision shall be final.

                             ARTICLE IX
                            HOURS OF WORK  

Section 1.     The regular work week shall consist of five (5) days or forty
(40) hours.  This shall not be construed as a guarantee of any amount of hours
or work.  The basic work week shall be the seven (7) day period from 12:01
a.m. Sunday until midnight the following Saturday.  Employees will be given at
least one (1) calendar week's notice of any change by the Company of the
payroll week.

Section 2.     An employee who works more than forty (40) hours in any one week
shall be paid at time and one-half the regular rate of pay for all hours in
excess of forty (40).

Section 3.     When employees are called to work a shift outside their regularly
scheduled shift and report for work, or when they report to work at their
regularly scheduled time, they shall be given the opportunity to work a
minimum of three (3) hours or receive pay for same at the applicable hourly
rate, except that no such pay shall be made when the plant cannot operate for
reasons beyond the control of the Employer, such as, but not limited to,
strikes, utility failure, fire, flood, storms or other acts of God interfering
with work, or a breakdown of machinery or equipment when the Company notifies
the employees not to report to work at least four (4) hours prior to the
scheduled time to work.

Section 4.     Employees will be paid at their regular rate for all waiting time
of thirty (30) minutes or less, so long as they do any job they are assigned. 
Employees will not be paid for waiting time which exceeds thirty (30) minutes
if (1) they are relieved of all duties, (2) are free to leave the plant, and
(3) are told the time they must return to work.  Employees will not be
relieved without pay more than once in any workday except for a lunch break of
not more than one (1) hour.

Section 5.     The Company will provide one (1) unpaid break of not less than
thirty (30) minutes for lunch during each shift, and shall provide one (1)
twelve (12) minute paid rest period prior to lunch each day.  In addition, all
employees will be allowed one (1) twelve (12) minute paid rest period after
the lunch break provided the work time is expected to be not less than two and
one-half (2 1/2) hours.  No unpaid break shall be provided for maintenance
employees and truck drivers.  
   The Company shall have the right to provide a twenty-four (24) minute
paid lunch break to Clean-Up Line Operators on restricted hours in lieu of all
breaks provided in this Section.

Section 6.     A Clean-Up Line Operator who has completed the probationary
period and is permanently assigned to restricted hours in the clean up
department shall receive an hourly adjustment of ninety (90) cents for each
hour worked in that assignment.

Section 7.     Employees who have completed the probationary period and are
temporarily assigned for one or more consecutive hours to perform the duties
of an absent employee in a higher paid classification shall receive the rate
of that classification while performing the duties of the classification. 
Employees who work at more than one pay rate during a week in which they earn
overtime shall receive overtime pay based upon an average of the rates earned
during that week.

ARTICLE X                        
SENIORITY                        
Section 1.     Seniority is defined as the length of an employee's continuous
employment in the bargaining unit at the Company's Hammond, Louisiana, poultry
processing plant since the last permanent date of employment.  For purposes of
layoff, recall, promotion, and vacation only, this shall include continuous
service which began prior to the acquisition of the plant by the Company.

Section 2.     All newly hired or rehired employees shall be considered as
probationary employees for a period of ninety (90) days during which period
they shall not acquire seniority, and during which they may be discharged
without recourse to the grievance and arbitration procedures provided herein. 
If retained as a regular employee upon satisfactory completion  of the
probationary period, seniority shall be retroactive to the first day of
employment.

Section 3.     In matters of layoff, recall, and promotion, consideration will
be given to an employee's skill, ability, attendance, versatility, training,
physical fitness, and seniority; and when, in the opinion of the Company, the
factors other than seniority are relatively equal, seniority will be the
deciding factor.

Section 4.     An employee's seniority shall be lost and employment considered
terminated by:
   (a)     discharge for just cause;
   (b)    failure to return from layoff within five (5) working days after
          written notice by certified mail is sent by the Company to the
          employee's last known address on the Company's books.  Actual
          notice to the employee of recall by any other means shall satisfy
          the terms of this provision;
   (c)    voluntary termination of employment;
   (d)    failure to report after termination of a leave of absence
          approved by the Company in writing on the first scheduled day
          following the expiration of such leave of absence;
   (e)    engaging in a gainful occupation while on leave of absence;
   (f)    absence from work for three (3) consecutive working days without
          notice to the Company, which shall be considered as a voluntary
          quit, unless notice was prevented by a cause beyond the control
          of the employee;
   (g)    separation from the Company's active payroll for any reason,
          exclusive of leaves of absence approved by the Company, for a
          period exceeding an employee's length of service in the Hammond
          plant, or three (3) months, whichever is less.

Section 5.     For the purposes of this Agreement, layoffs shall be classified
as (a) "short term" and (b) "long term".  A short term layoff is a layoff
which will not exceed ten (10) workdays in length.  Short term layoffs may be
made without regard to seniority.  A long term layoff is a layoff which will
exceed ten (10) workdays in length.  Long term layoffs shall be made subject
to Section 3 of this Article.

Section 6.     All permanent job vacancies in premium rated classifications
shall be posted for twenty-four (24) hours on the plant bulletin board. 
Employees in lower rated classifications desiring promotion to such jobs shall
sign a bid sheet posted on the bulletin board.  An employee who does not sign
such bid sheet shall have no right to consideration for the vacancy.  However,
the fact that an employee did not sign the bid sheet will not preclude that
employee's selection for the job by the Company if none of the signers is
determined to be qualified.  If no qualified employee bids on the posted
position, the Company may fill the position in its discretion.  If, after a
reasonable period not to exceed thirty (30) days, the employee selected for
the posted position achieves an acceptable level of performance, the employee
shall receive the rate of the new position.  If the employee fails to perform
in an acceptable manner, such employee shall return to a job in their former
classification and the premium job shall be posted again.  An employee who
self-disqualifies shall return to the extra board at the line operator's rate
of pay and shall not be eligible for bidding on a premium job for a period of
six (6) months.

Section 7.     Assignments involving employees on the extra board shall be in
order of seniority.  Within a department, no extra board employee shall be
retained over a permanently assigned employee.

                              ARTICLE XI
                          LEAVES OF ABSENCE
Section 1.     An employee who has completed the probationary period may be
granted, at the Company's discretion, a leave of absence without pay for a
reasonable period of time, not to exceed one (1) month, for the following
reasons:
   (a)    emergency personal business;
   (b)    serious illness in the immediate family (spouse,
          children or parents), supported by a doctor's certificate; and
   (c)    Union business, upon written request by the Union's
          Business Manager, provided that no more than three (3)
          employees shall be on such leave simultaneously.

Section 2.     Employees who have completed their probationary period are
eligible for up to thirteen (13) weeks per year of unpaid family and medical
treatment leave for the following reasons:
   (a)    Employee's serious health condition -- a medical certification
will be required which states that the employee is unable to perform the
functions of the employee's position.
   (b)    Family serious health condition -- spouse, parent, or child.  A
medical certification will be required stating the employee is "needed to care
for the individual."  
   (c)    New child leave -- the birth, adoption or foster care placement
by a state agency of a child, and, the need to care for the child; such leave
may be prior to the actual birth or placement.  

   The provisions of this Section shall be administered in accordance with
the Family and Medical Leave Act of 1993 (FMLA).

Section 3.  Employees who have completed their probationary period who lose
actual work time in order to attend the funeral of a family member shall
receive a paid funeral leave for time necessarily lost during the employee's
regularly scheduled shift, provided the employee would have been scheduled and
at work during that day.  Said leave shall be up to three (3) days with pay
for a deceased parent, spouse, child, brother, or sister and one (1) day for a
deceased father-in-law, mother-in-law, grandparent, brother-in-law, or sister-
in-law.  In order to receive pay under this Section, an employee must be
actively working, must make application for such paid leave, and must attend
the funeral.  The Company may require satisfactory evidence of attendance at
the funeral and the relationship of the deceased.  

Section 4.  If the Company has knowledge that an employee, in a premium-rated
classification, will be on family and medical leave, military leave, or an
industrial injury leave for more than thirty (30) calendar days, the job will
be posted and filled on a temporary basis.  The successful bidder will receive
the rate of the premium classification for the period its duties are
performed.  When employees on leave under this Section return, they shall be
immediately assigned to their old job; employees temporarily filling the job
shall return to their regular classification and pay rate.

Section 5.  The Company shall pay each active employee who reports for jury
duty the difference between pay up to eight times the hourly rate for time
actually lost and the juror's daily fee for each day the employee is required
to serve on a jury.  The employee must report to work during those days of his
regularly scheduled shift during which the employee is not required to report
for jury duty or be available at court for jury service.  The employee must
present proof of jury service and the amount of compensation received from the
court. 

                            ARTICLE XII
                           SENIORITY LIST
Section 1.     Upon request at any reasonable time, the Company shall furnish to
the Union a current seniority list.

                             ARTICLE XIII
                            MISCELLANEOUS
Section 1.     The Company shall maintain safe, sanitary, and healthy working
conditions at all times, and employees will be required to cooperate in
maintaining such conditions.  Any complaints regarding safety or health shall
be processed through the grievance and arbitration provisions of this
Agreement.

Section 2.     The Company will provide any uniforms required of employees who
have completed their probationary period.

   The Company will furnish required safety equipment, gloves, aprons, hair
nets, freezer gloves, cotton gloves, and smocks at no cost to the employee. 
Needed replacements, through normal use, will be made at no cost provided the
worn out article is returned to the Company.  If an item is lost or destroyed
through employee negligence, the employee will be charged for its replacement. 

Section 3.     The Employer may require any employee to take a physical
examination at any time at the Employer's expense.

Section 4.     It shall be the responsibility of all employees to keep the
Employer apprised of their current address, telephone number, marital status
and number of dependents.

Section 5.     It is the intent of the parties hereto that no provisions of this
Agreement shall require either party to perform any act which shall be
unlawful under any Louisiana or Federal statute.
ARTICLE XI                       V
VACATIONS                        
Section 1.     Regular full-time employees shall be eligible for one (1) week's
vacation after the first anniversary date of continuous employment, and after
the anniversary date of each succeeding year.

   Employees shall be eligible for a second week of vacation after the
second anniversary date of continuous employment, and after the anniversary
date of each succeeding year of continuous employment.

   Employees shall be eligible for a third week of vacation after the tenth
anniversary date of continuous employment, and after the anniversary date of
each succeeding year of continuous employment.

Section 2.     To be eligible for a vacation, an employee must have worked
sixteen hundred (1,600) hours during the preceding twelve (12) months or
eighty (80) percent of available hours for that period, whichever is less. 
Vacations and holidays not worked shall be considered time worked for purposes
of this Section.

Section 3.     Vacation pay shall be computed at forty (40) times the Employee's
regular straight time hourly rate.

Section 4.     Due consideration will be given employees' choice of vacation
time, but all vacations scheduled are subject to the final approval of the
Company in keeping with the Company's scheduling needs.  In the event that two
or more employees cannot be released at the same time, the employee with the
longest service with the Company will be given preference.  An employee who
notifies the Company of a vacation choice thirty (30) days in advance shall
not lose that vacation choice to another employee.  Vacations may not be
scheduled for periods of less than a week, and all vacations must be taken
within an anniversary year.

Section 5.     The Company reserves the right to schedule a plant shutdown for
one .(l) week in any year, which shall be treated as a vacation week for those
employees entitled to vacation.

                              ARTICLE XV
                              INSURANCE

   The Company will provide a group insurance program for employees covered
by this Agreement.  The Company will continue to make monthly contributions
toward group insurance premiums in the same proportion as is currently in
effect.  Employees will bear the remaining costs of the insurance. 

                             ARTICLE XVI
                              HOLIDAYS


Section 1.     The following shall be considered holidays:

   New Year's Day                        Labor Day 
   Martin Luther King's Birthday         Thanksgiving Day 
   July Fourth                           Christmas Day

additional holiday which shall be announced each year by the Company one week
prior to the day when it will be observed.  In the event any holiday falls on
a Saturday or Sunday, the Company will announce whether it will be observed on
the Friday preceding or the Monday following the holiday.  Such notice shall
be given at least four (4) days in advance.


Section 2.     All regular full-time employees who have completed their
probationary period shall be paid for eight (8) hours at their regular
straight time rate for each holiday enumerated above, provided they report for
work and work all scheduled hours on the workday preceding and the workday
next following the holiday, unless the employee was necessarily absent due to
personal illness, supported by a doctor's certificate, or because of an
emergency occurring to the employee or the employee's immediate family
(meaning only spouse, children, or parents).  No employee shall lose holiday
pay because of missing no more  than thirty (30) minutes on the workday before
or the workday following the holiday.

     In any event, an employee must work at least one (1) day during the
calendar week in which a holiday falls in order to be eligible for holiday
pay, except the employee who is on vacation.

Section 3.     Employees required to work on a holiday shall be paid the amount
provided above, in addition to their regular earnings for that day.  Hours not
worked on a holiday shall not be considered as work time in computing any
additional compensation due under the overtime provisions of this contract.

Section 4.     If an employee is required to work and fails to report or fails
to work scheduled hours on a holiday, the employee shall forfeit holiday pay
for that day.

Section 5.     Employees on vacation during the week in which a holiday falls
shall receive holiday pay.

                              ARTICLE XVII
                                   WAGES
Section 1.     Wages shall be paid as provided in Appendix A attached hereto and
made a part of this Agreement.

Section 2.     Whenever a new job classification is created by the Company, or
there is a change or merger of job classifications or the job content of job
classifications, the Company will discuss the appropriate wage rate with the
Union.  If a mutually satisfactory rate cannot be agreed upon, the Company
will set the rate.  The Union may file a grievance on the rate, and the
dispute shall be settled in accordance with the grievance and arbitration
procedures of this contract.

Section 3.     Any employees who, upon the effective date of the wage rate set
forth in Appendix A, are earning in excess of the applicable rate, shall,
during the term of this Agreement, continue to receive their current rate
until the contract rate equals or exceeds that rate.  This section shall not
apply to any employee in a classification which has been paid on a salary
basis under any past contract.

Section 4.     If, during the term of this Agreement, Congress enacts new
minimum wage legislation which requires the payment of a minimum wage greater
than the rate provided in Appendix A for newly-hired employees, the rate for
newly-hired employees shall be raised to the federal minimum rate, and the
spread between the rates provided in this Agreement shall be maintained.  Any
such change shall be effective upon the effective date of the new federal
minimum rate.

Section 5.     In addition to the wage rates as provided in Appendix A,
production employees who have been continuously employed for five (5) or more
years shall receive seniority pay of twenty (20) cents per hour.  Maintenance
employees and distribution drivers who have been continuously employed for
five (5) or more years will receive seniority pay of fifty (50) cents per
hour.

Section 6.     Employees who have been continuously employed for one (1) or more
years shall receive a night shift differential of twenty-five (25) cents per
hour for work performed on a shift starting during the hours beginning 12:00
noon through 1:00 a.m.  The starting time of a shift determines if it is
subject to the shift differential.  Employees performing work on a night shift
which is not their regular shift will receive shift differential for such work
if it lasts three (3) or more hours.  Distribution drivers shall not receive
shift differential regardless of the time they begin work.

                            ARTICLE XVIII
                         NO DISCRIMINATION
Section 1.      The Company and the Union agree that they will not discriminate
against any person with regard to employment or Union membership because of
race, creed, color, sex, religion, age, national origin, or disability (as
defined in the Americans With Disabilities Act).

Section 2. Whenever masculine gender is used in this Agreement, it shall apply
to the feminine gender.

                             ARTICLE XIX
            AUTHORIZATION FOR REPRESENTATION AND CHECK-OFF
Section 1.     During the term of this Agreement, the Company will deduct
initiation fees, assessments, and Union dues from the wages of employees who
individually authorize the Company on a form in compliance with Appendix B to
this Agreement.

Section 2.     The Union shall save the Company harmless against and from all
claims, demands, suits or other forms of liability that arise out of or by
reason of action taken or not taken by the Company in reliance upon or
compliance with any provisions of this Article.

Section 3.     It is agreed that by reason of institution of the above check-off
system, collections by any other method on the Company's premises are
prohibited, except with the permission of the Company.

                             ARTICLE XX                        
UNION SECU                      RITY
Section 1.     It shall be a condition of employment that all employees of the
Employer covered by this Agreement become members of the Union in good
standing not later than thirty-one (31) days after the effective date of this
Agreement, and remain members in good standing of the Union.  It shall also be
a condition of employment that all employees covered by this Agreement and
hired on or after its effective date shall on the thirty-first (31st) day
following the beginning of such employment become and remain members in good
standing in the Union.

     The Union shall save the Company harmless against and from all claims,
demands, suits, or other forms of liability that arise out of or by reason of
action taken or not taken by the Company in reliance upon or compliance with
any provisions of this Article.

     It is understood and agreed that the provisions of this Article shall be
effective only to the extent permitted by applicable law.

                             ARTICLE XXI
                     PROFIT SHARING -- RETIREMENT
Section 1.     Since November 1, 1989 employees covered by this Agreement have
been covered by the General Employees Profit Sharing - Retirement Trust
Agreement of Sanderson Farms, Inc. and Affiliates.  Approval has been sought
from the Internal Revenue Service (IRS) to merge said Plan into the Employee
Stock Ownership Plan of Sanderson Farms, Inc. and Affiliates, effective as of
November 1, 1993.  When the merger is approved, participation and benefits in
the newly merged plan shall be in accordance with the provisions of that plan
beginning with the effective date of the merger.  In the event the IRS does
not approve the merger, employees covered by this Agreement shall continue to
be governed by the preexisting Plan and its provisions.  

ARTICLE XX                       II
DURATION O                  F AGREEMENT
Section 1. This Agreement shall remain in full force and effect from the 6th
day of November, 1994 until the 30th day of November, 1998, and shall continue
thereafter from year to year until either party to this Agreement desires to
terminate this Agreement by giving written notice at least sixty (60) days
prior to November 30, 1998, or at least sixty (60) days' written notice prior
to any anniversary date thereafter.  The parties to this Agreement shall
endeavor to satisfactorily negotiate any contemplated change or execute a new
Agreement during the sixty (60) day period, after proper notice in writing has
been given as provided herein and above.  Notice, as specified in this
Article, shall be mailed via United States Certified Mail.

   IN WITNESS WHEREOF, the parties have hereunto signed their names this 9th
day of January, 1994.

SANDERSON FARMS, INC.                    UNITED FOOD AND COMMERCIAL
(Hammond Processing Division)            WORKERS LOCAL UNION 210,
                                         Affiliated with the United
                                         Food and Commercial Workers
                                               International Union

/s/Stephen C. Blessey                    /s/O'Neal Scott
                                         /s/Hattie Lloyd
                                         /s/Raymond Carver
                                         /s/Annie Landry



                                  APPENDIX "A"
                                 WAGE SCHEDULE

                         EFFECTIVE   EFFECTIVE   EFFECTIVE   EFFECTIVE    
                         11/6/94      1/7/96      1/5/97   1/4/98
                                               
PROCESSING

Receiving
   Forklift Operator        7.10      7.30       7.50     7.70
   Hanging Dock             6.95      7.15       7.35     7.55
Picking
   Killer                   7.20      7.40       7.60     7.80
   Floorworker              6.85      7.05       7.25     7.45
   Line Operator            6.70      6.90       7.10     7.30
Eviscerating
   Floorworker              6.85      7.05       7.25     7.45
   Bird Chiller Operator    6.85      7.05       7.25     7.45
   Line Operator            6.70      6.90       7.10     7.30
By-Products Department
   By-Products Operator     6.95      7.15       7.35     7.55
CUSTOMER SERVICE

Saws
   Floorworker              6.85      7.05       7.25     7.45
   Line Operator            6.70      6.90       7.10     7.30
Packing
   Scale Operator           6.95      7.15       7.35     7.55
   Floorworker              6.85      7.05       7.25     7.45
   Giblet Chiller Operator  6.85      7.05       7.25     7.45
   Grader                   6.80      7.00       7.20     7.40
   Line Operator            6.70      6.90       7.10     7.30
Specialty
   Forklift Operator        7.15      7.35       7.55     7.75
   Scale Operator           6.95      7.15       7.35     7.55
   Floorworker              6.85      7.05       7.25     7.45
   Stackoff                 6.80      7.00       7.20     7.40
   Line Operator            6.70      6.90       7.10     7.30
Marination 
   Scale Operator           6.95      7.15       7.35     7.55
   Formulating Mixer        6.85      7.05       7.25     7.45
   Floorworker              6.85      7.05       7.25     7.45
   Stack Off                6.80      7.00       7.20     7.40
   Line Operator            6.70      6.90       7.10     7.30

/TABLE


     
                        EFFECTIVE EFFECTIVE  EFFECTIVE   EFFECTIVE      
                           1/6/94   1/7/96     1/5/97    1/4/98
                                              
SHIPPING

   Forklift Operator        7.15      7.35       7.55     7.75
   Cooler & Shipping Dock   6.80      7.00       7.20     7.40
   Distribution Driver      8.45      9.45       9.65     9.85

DEBONE DEPARTMENT

Deboning
   Forklift Operator        7.10      7.30       7.50     7.70
   Scale Operator           6.95      7.15       7.35     7.55
   Floorworker              6.85      7.05       7.25     7.45
   Front Half Puller        6.80      7.00       7.20     7.40
   Combo Packe              6.80      7.00       7.20     7.40
   Stack Off                6.80      7.00       7.20     7.40
   Line Operator            6.70      6.90       7.10     7.30
   
Quality Control Technician  6.95      7.15       7.35     7.55

MAINTENANCE DEPARTMENT

   Master Skilled
     Operator I           11.20      11.70      11.90    12.10
   Master Skilled 
     Operator II           9.70      10.20      10.40    10.60
   Skilled Maintenance 
     Men                   8.80       9.30       9.50     9.70
   Mechanic                8.20       8.70       8.90     9.10
   Mechanic Helper         7.00       7.20       7.40     7.60
   Clean-Up Line Operators 6.70       6.90       7.10     7.30



Probationary employees shall receive a training rate of $5.40 per hour for the
first ninety (90) days of their employment, which shall be $5.50 effective
January 7, 1996, $5.60 effective January 5, 1997, and $5.70 effective January
4, 1998.  Upon the expiration of the ninety (90) day period, the rate shall be
$6.15 per hour, which shall be $6.25 effective January 7, 1996, $6.35
effective January 5, 1997, and $6.45 effective January 4, 1998.  After one
year of employment, an employee's rate shall be as shown hereinabove.  Newly
hired employees in premium classifications above shall receive the rate of
that classification upon the expiration of a forty-five (45) day period.

        
      
                          APPENDIX "B"
                       CHECK-OFF AUTHORIZATION


 
To:       Any Employer under contract with United Food and Commercial 
          Workers Union, Local 210, AFL-CIO

   You are hereby authorized and directed to deduct from my wages,
   commencing with the next payroll period, an amount equivalent to dues
   and initiation fees as shall be certified by the Secretary-Treasurer
   of Local 210, of the United Food and Commercial Workers International
   Union, AFL-CIO, and remit same to said Secretary-Treasurer.  


   This authorization and assignment is voluntary, made in consideration
   for the cost of representation and collective bargaining and is not
   contingent upon my present or future membership in the Union.  This
   authorization and assignment shall be irrevocable for a period of one
   (1) year from the date of execution or until the termination date of
   the Agreement between the Employer and Local 210, whichever occurs
   sooner, and from year to year thereafter, unless not less than thirty
   (30) days and not more than forty-five (45) days prior to the end of
   any subsequent yearly period, I give the Employer and Union written
   notice of revocation bearing my signature thereto.  The Secretary-
   Treasurer of Local 210 is authorized to deposit this authorization
   with any Employer under contract with Local 210 and is further
   authorized to transfer this authorization to any other Employer under
   contract with Local 210 in the event that I should change employment.