EXHIBIT 4.5

                                AMENDMENT TO THE

                            ARTICLES OF INCORPORATION

                                       OF

                              SANDERSON FARMS, INC.


         Pursuant to Section 79-4-10.06 of the Mississippi Code of 1972, as
amended, more commonly referred to as Section 10.06 of the Mississippi Business
Corporation Act, the undersigned corporation hereby amends its Articles of
Incorporation as follows:

         1. New Article FOURTEENTH is added to read:

                  "FOURTEENTH:

                           "A director of the corporation shall not be liable to
                  the corporation or its shareholders for money damages for any
                  action, or any failure to take any action, as a director,
                  except for: (a) the amount of a financial benefit received by
                  a director to which he is not entitled; (b) an intentional
                  infliction of harm on the corporation or the shareholders; (c)
                  a violation of Section 79-4-8.33 of the Mississippi Code of
                  1972, as amended, more commonly referred to as Section 8.33 of
                  the Mississippi Business Corporation Act, as presently in
                  effect or as amended thereafter, pertaining to liability for
                  unlawful distributions; or (d) an intentional violation of
                  criminal law. If Mississippi law is hereafter amended to
                  authorize corporations to take corporate action further
                  limiting or eliminating the personal liability of directors,
                  then the liability of each director of the corporation shall
                  be limited or eliminated to the full extent permitted by
                  Mississippi law as so amended from time to time. Neither the
                  amendment nor repeal of this Article, nor the adoption of any
                  provision of these Articles of Incorporation inconsistent with
                  this Article, shall eliminate or reduce the effect of this
                  Article in respect of any matter occurring, or any cause of
                  action, suit or claim that, but for this Article, would accrue
                  or arise, prior to such amendment, repeal or adoption of an
                  inconsistent provision."





         APPROVED BY A MAJORITY VOTE OF THE SHAREHOLDERS OF SANDERSON FARMS,
INC., ON FEBRUARY 20, 1992.

                                       SANDERSON FARMS, INC.


                                       BY: /s/ Joe F. Sanderson, Jr.
                                          --------------------------------------
                                          President


                                       BY: /s/ Wyatt J. Davis, Jr.
                                          --------------------------------------
                                          Secretary



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