EXHIBIT 99.2


                                                    SANDERSON FARMS INCORPORATED

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                          SANDERSON FARMS INCORPORATED

                            MODERATOR: JOE SANDERSON
                                FEBRUARY 24, 2004
                                   10:00 AM CT


Operator:             Please stand by. We're about to begin. Good day everyone,
                      and welcome to the Sanderson Farms Incorporated conference
                      call. Today's call is being recorded. At this time for
                      opening remarks and introductions, I would like to turn
                      the call over to the Chairman, President and Chief
                      Executive Officer, Mr. Joe Sanderson. Please go ahead,
                      sir.

Joe Sanderson:        Thank you. Good morning, and thank you for joining us
                      today. I would like to welcome you to Sanderson Farm's
                      first quarter conference call with shareholders, analysts
                      and investors. With me on the call today is Mike Cockrell,
                      Chief Financial Officer of Sanderson Farms and Lampkin
                      Butts, Vice President of Sales.

                      The purpose of this call is to review financial results
                      and operating trends reflected in the first fiscal quarter
                      ended January 31, 2004. We issued a news release this
                      morning announcing net earnings of $19 million or $1.44
                      for fully diluted share for our first fiscal quarter of
                      2004. During our first quarter, we reported the
                      recognition of $177,000 or 1 cent per diluted share for
                      the company's share of the partial settlement of
                      litigation against vitamin suppliers for overcharges.



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                      During last year's first quarter, we recognized $3.8
                      million or 29 cents per diluted share for similar
                      litigation. Without these items, our net earnings from
                      operations were $18.8 million or $1.43 per share for the
                      first quarter compared to $1,500,000 or 11 cents per share
                      last year.

                      Each of you should have received a copy of the release and
                      accompanying financial summary. I will begin the call with
                      some brief comments about general market conditions and
                      the company's operations. I will then turn the call over
                      to Mike for a more detailed account of financial results.

                      Before we make any further comments, I would like to ask
                      Mike to give the cautionary statements regarding forward
                      looking statements.

Mike Cockrell:        Thank you, Joe. Good morning, and happy Mardi Gras to
                      everyone. Before we begin the call this morning, I need to
                      caution you that the call will contain certain forward
                      looking statements about the business, financial condition
                      and prospects of the company. All forward looking
                      statements are being made pursuant to the Safe Harbor
                      Provisions of the Private Securities Litigation Reform Act
                      of 1995, and are made based on management's current
                      expectations or beliefs as well as assumptions made by and
                      information currently available to management.

                      The actual performance of the company could differ
                      materially from that indicated by the forward looking
                      statements because of various risks and uncertainties.
                      These risks and uncertainties are described in item 7 of
                      our most recent annual report on Form 10-K and in the MD&A
                      and results of operations found in item 2 of part 1 of the
                      company's quarterly report on Form 10-Q filed with the SEC
                      in connection with our first quarter ended January 31,
                      2004, which Form 10-Q was filed with the SEC this morning.



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Joe Sanderson:        Thank you, Mike. Our financial and operating results for
                      the first fiscal quarter marked a strong start for fiscal
                      2004 and reflects stronger-than-normal market conditions
                      during what is usually our weakest quarter. Market prices
                      for all poultry products were higher during the quarter
                      when compared to our first quarter last year. The average
                      Georgia dock price during our first quarter was 11.3
                      percent higher than last year's first quarter and helped
                      contribute to an overall 18% increase in the company's
                      average sales price of poultry products during our first
                      fiscal quarter when compared to the same quarter a year
                      ago.

                      This overall increase was fueled by an increase in both
                      domestic and export demand for our products. Bulk leg
                      quarter prices increased 67 3/4% for the quarter compared
                      to last year's first quarter. This increase in leg quarter
                      prices reflects strong export demand for poultry meat
                      during the quarter.

                      While export data for January are not yet available,
                      chicken exports during December 2003 increased almost 15%
                      in quantity and 42.8% in value when compared to December a
                      year ago. Russia was the top market during the quarter for
                      the industry increasing its December purchases by 39% in
                      tonnage and almost 97% in value over December 2002, and we
                      believe January numbers will reflect a similar trend.

                      Bulk leg quarter prices averaged 28 3/4 cents per pound
                      during our first quarter and leg quarters are currently
                      trading for 37 cents per pound. In addition to a higher
                      Georgia dock and higher dark meat prices, wing prices
                      during our first fiscal quarter averaged 99.7 cents per
                      pound up 90% from the average of 52 and a half cents
                      during last year's first quarter.



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                      Boneless breast meat prices during our first quarter were
                      also higher, increasing 17.9% when compared to the first
                      quarter a year ago and have continued to show strength
                      into February. Boneless breast meat averaged $1.53 for the
                      first quarter, and today the market for boneless breast is
                      $1.88 per pound. Demand for boneless breast meat has been
                      firm.

                      While chicken prices across the board were higher during
                      our first quarter when compared to last year's first
                      quarter, the same can be said about grain prices. Market
                      prices for corn during our first quarter were up 4.7% when
                      compared to the first fiscal quarter last year. Soybean
                      meal market prices for the first quarter this year were
                      also higher than the same quarter a year ago, rising 43%.
                      As we reported in December, we expect corn and soybean
                      meal prices to be higher, overall, during fiscal 2004 when
                      compared to fiscal 2003.

                      Grain prices have remained volatile through our first
                      fiscal quarter and are expected to remain so through the
                      planting and growing season. Because of this volatility,
                      we are unable to say, with certainty, what these higher
                      grain costs will be for fiscal 2004.

                      In addition to favorable market conditions during the
                      quarter, we are pleased to report that our operating
                      performance also continued to be strong. Both our
                      processing divisions and our live grow out continued to
                      compete very well in the industry. And just as we did at
                      the beginning of 2003, we have identified opportunities in
                      our plants, in the field and in sales that we will work to
                      capture during fiscal 2004, and we look forward to
                      continued improvement in our overall operating
                      performance.

                      The performance of our prepared foods division during the
                      first quarter was impacted by high input costs. While
                      sales increased approximately 3%, the profitability of the
                      foods division declined relative to a year ago. Our foods





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                      division purchases much of it fresh chicken needs from our
                      Hammond, Louisiana facility at market prices, and its raw
                      material costs for the quarter increased over 28% compared
                      to last year's first quarter.

                      During our second fiscal quarter of last year, we replaced
                      our corndog capacity with a new cook line so that we can
                      continue our strategy to focus production on higher margin
                      products and chicken items. Our sales efforts in selling
                      the new production following that conversion was
                      excellent. But the profitability of foods will continue to
                      be affected by high input costs.

                      On the poultry side of the business, we completed our
                      shift away from small bird production when we temporarily
                      closed, for one week, our last small bird plant during
                      Thanksgiving week of 2002 to make the necessary changes to
                      increase bird size at the Hammond, Louisiana facility. We
                      completed that transition during January of this year when
                      our birds hit their target weight for big bird deboning.
                      All of our production is now focused on larger bird
                      weights and in the two most profitable market segments in
                      the industry.

                      I know all of you have read or heard about the Avian
                      influenza outbreak in the Northeast recorded in the press
                      over the last two weeks and in Texas over the last few
                      days. I will tell you what we know about these outbreaks
                      and how outbreaks of this nature normally play out,
                      although I caution you that this outbreak is a bit
                      different given the press about Avian influenza in the Far
                      East over the last two months and the highly pathogenic
                      nature of the outbreak in Texas.

                      A low pathogenic type of Avian influenza was detected
                      Friday, February 6, 2004 in a flock of noncommercial
                      chickens in Delaware. This AI proved to the same low
                      pathogenic type that has occurred from time to time in the
                      Northeastern United States over the last few years. It has
                      nothing to do with




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                      the highly pathogenic type of Avian influenza reported in
                      Asia. The low pathogenic Avian influenza problems that
                      have been prevalent over the last few years in the
                      Northeast are linked to operations in live bird markets in
                      New York and other large cities. These markets are
                      supplied by small scale, individual producers and are not
                      connected with the commercial industry of vertically
                      integrating companies of which we are a part.

                      The initial outbreak in Delaware affected a flock of about
                      12,000 chickens on a small independent operation that does
                      not contract with commercial chicken companies. The second
                      was associated with a commercial chicken company.

                      In addition to the outbreak in the Northeast, the Texas
                      Animal Health Commission announced, Friday, that a
                      noncommercial flock of chickens in Gonzalez County, Texas
                      tested positive for a low pathogenic strain of Avian
                      influenza. As was the case with the first reported case in
                      Delaware, this flock in Texas was owned by a small scale
                      producer growing chickens for delivery into the live bird
                      market in Houston.

                      The Texas Animal Health Commission reported this outbreak
                      as a low pathogenic strain based on its observations of
                      the clinical symptoms displayed by the flock. Over the
                      weekend, further tests were conducted by the USDA, and
                      Texas Animal Health Commission announced yesterday that
                      the genetic profile of the virus infecting the Gonzalez
                      County birds is consistent with highly pathogenic strains
                      of Avian influenza.

                      While this strain of Avian influenza has been classified
                      as highly pathogenic, again it is unlike the highly
                      pathogenic strain recently found in Asia. Indeed on a
                      conference call yesterday participated in by the USDA, the
                      Texas Animal Health Commission and the Centers for Disease
                      Control and Prevention, the CDC stated that this
                      particular (H5N2) strain of Avian influenza has never




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                      been transmitted to humans and that it remains safe to
                      consume poultry and egg products.

                      The Texas Animal Health Commission and the USDA are in the
                      process of testing all flocks of chickens within a 10 mile
                      radius of the infected flocks in Gonzalez County. All of
                      our production facilities are located approximately 100
                      miles north of the affected flock, and none of our flocks
                      are affected by the testing. However, in light of this
                      outbreak, we have intensified our biosecurity measures
                      designed to present a barrier against the spread of
                      diseases of this kind. Intensified efforts will continue
                      so long as our veterinarian deems it necessary and
                      appropriate to protect the health and welfare of our
                      flocks.

                      In addition to the stepped up biosecurity measures we
                      are taking in Texas, we will use this opportunity to
                      remind all of our personnel and our contract growers
                      across the company of the importance of strict adherence
                      to our biosecurity measures to protect the health and
                      welfare of our flocks.

                      In response to the outbreak of the low pathogenic strain
                      of Avian influenza, many of our export customers took
                      predictable actions. Several temporarily banned the import
                      of all U.S. poultry and egg products pending receipt of
                      further information from the USDA confirming that the
                      outbreak was, indeed, low pathogenic. Some countries such
                      as Russia and Mexico, temporarily banned the import of
                      poultry products only from the affected states. Based on
                      past experience, expectations before yesterday were that
                      the nationwide ban imposed by some countries would be
                      regionalized once the outbreak was confirmed permitting
                      exports from states unaffected by the outbreak.

                      However, we have not yet received a reaction of all export
                      customers to yesterday's confirmation that the outbreak in
                      Texas was a highly pathogenic strain. While these
                      discoveries can be expected to reduce U.S.




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                      exports in the short term, the full repercussions of these
                      AI discoveries will remain uncertain until the reaction of
                      both importing countries and domestic customers is known
                      and analyzed.

                      Looking ahead, we are confident that we will continue to
                      improve our operating performance and sales execution. In
                      particular, we have identified opportunities across our
                      company that, if realized, would allow us to significantly
                      offset increased cost we will experience from grain price
                      increases. We look forward to reporting on our last fiscal
                      year to our shareholders at our annual shareholders
                      meeting this Thursday. As we will tell them on Thursday,
                      we are pleased with the record year we had in 2003, and we
                      are pleased with the start of fiscal 2004. We will
                      continue to look for ways to improve our operations, ways
                      to increase value for our shareholders and ways to make
                      Sanderson Farms a better company.

                      At this point, I would like to turn the call over to Mike
                      Cockrell, Chief Financial Officer.

Mike Cockrell:        Thank you, Joe. As Joe said, we are, indeed, pleased with
                      our financial performance during the first fiscal quarter.
                      Net sales for the quarter totaled $226.4 million, and that
                      is up from $184.2 million for the same quarter during
                      fiscal 2003. This increase reflects the increase in the
                      pounds of poultry sold supported by increases in market
                      prices as described by Joe.

                      The $1.43 cents per share earned during the quarter from
                      operations compares to 11 cents earned during last year's
                      first quarter. Both of these numbers excluded the effect
                      of partial settlements of our litigation against vitamin
                      suppliers.



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                      Our cost of sales for the three months ended January 31,
                      as compared to the same three months during fiscal 2003,
                      increased 9.7%. The increase is a result of an increase in
                      pounds of poultry products sold in the first quarter this
                      year compared to last year as well as an increase in the
                      cost of feed grains. As Joe already mentioned, corn and
                      soybean meal cash market prices were up 4.7% and 43%,
                      respectively, for the three months ended January 31, 2004
                      compared to the same three months in 2003.

                      SG&A expenses for the first quarter of 2004 were up $4.1
                      million compared to fiscal 2003. This increase is
                      primarily the result of our new advertising and marketing
                      initiatives that started during the quarter. We began
                      running new television, radio and outdoor advertising
                      during January to support our Sanderson Farms brand of
                      fresh, all-natural chicken. We have been pleased with the
                      feedback from this campaign and will continue to monitor
                      its impact going forward. We expect this program to cost
                      approximately $12 million for the year over last year's
                      advertising expenses.

                      Interest expense decreased $306,000 to $432,000 during the
                      quarter reflecting lower outstanding debt. We expect our
                      interest expense during the year to be $800,000 lower than
                      a year ago or approximately $1.7 million. At the end of
                      our first quarter, our balance sheet reflects
                      shareholder's equity of $216.7 million and net working
                      capital of right at $100 million. Our current ratio was
                      2.8 to 1, and our debt totaled $25.8 million. Our debt to
                      total capitalization ratio at the end of the first quarter
                      was 10.7%. Our net debt was actually less than zero,
                      resulting in a net debt to cap of a negative number.

                      We spent $6.7 million on capital expenditures during the
                      quarter, and that is out of our total capital budget for
                      the year of $30.5 million. We also spent $1.6 million on
                      dividends reflecting a higher dividend rate of 12 cents
                      per quarter.



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                      During fiscal 2004, we expect to spend approximately $30.5
                      million on planned capital projects, and that amount
                      includes $8.4 million in vehicles and other operating
                      leases. Our depreciation during the first quarter totaled
                      $6.4 million, and we are on track for approximately $26
                      million for the full fiscal year.

                      At its meeting held on January 29, our board of directors
                      declared a three for two stock split to be effected in the
                      form of a 50% stock dividend. This dividend, which will be
                      paid this coming Thursday, February 26, will be paid to
                      shareholders of record on February 10, 2004 and will
                      increase the number of shares outstanding to just over
                      19.6 million.

                      This increase of over 6 1/2 million additional shares
                      should ultimately improve the float available in our
                      stock. Since the stock split will be effected as a stock
                      dividend of one half share per each share outstanding,
                      fractional shares will be redeemed in cash at a price of
                      $18.25 per share.

                      As Joe mentioned, we remain encouraged by strong market
                      conditions and trends, although the impact of Avian
                      influenza on our export markets remains uncertain. Based
                      on existing factors, however, we are comfortable with the
                      earnings estimate of $4 per share for the full fiscal
                      year. As is our practice, we will not provide quarterly
                      earning guidance.

                      That's the end of the prepared remarks, and we will now
                      open up the call for questions and answers.

Operator:             Thank you, sir. Today's question and answer session will
                      be conducted electronically. If you'd like to ask a
                      question, please do so by pressing the star key followed
                      by the digit 1 on your touch tone phone. If you're using a





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                      speaker phone, please make sure your mute function is
                      turned off to allow your signal to reach our equipment.
                      Once again, that's star 1 for questions.

                      And we do have a question from (John Bierbusse) of AG
                      Edwards.

(John Bierbusse):     Gentlemen, good morning.

Joe Sanderson:        Good morning, John.

Mike Cockrell:        Good morning, John.

(John Bierbusse):     Just a couple items, quickly. First, the higher SG&A
                      relating to the advertising campaign, did you front end
                      load the $12 million that you're planning on spending on
                      an increased amount, or - what I'm trying to get at is how
                      much of that $4 million was due to the branding campaign?

Mike Cockrell:        No, John, it's not front end loaded - this is Mike - we
                      will spread - that $12 million will be spread, evenly,
                      throughout the year.

(John Bierbusse):     Okay. The small net gain for the vitamin settlement, Mike,
                      that showed up in where, cost of goods?

Mike Cockrell:        That's correct, and we also anticipate that will be the
                      last of that, John.

(John Bierbusse):     All right. Thank you. Lastly, do your folks on the retail
                      side have any feeling as to how consumers are reacting to
                      all of the AI articles that are showing up in the press?
                      I mean, has there been any demand implications that you
                      can talk about?



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Joe Sanderson:        John, prior to yesterday - and we don't have any reading
                      since then - but prior to yesterday our demand had been
                      unusually strong through January and February with AI in
                      Asia and the low-path AI in Delaware. So we don't think it
                      affected us any. Now we don't have any reading subsequent
                      to yesterday's announcement.

(John Bierbusse):     Right. Okay. Very good. That takes care of my list for
                      now. Thanks a lot.

Joe Sanderson:        Thanks to you.

Mike Cockrell:        Thanks, John.

Operator:             And once again, if you'd like to ask a question, please
                      press star 1. We'll go next to (Clay Landon), of (The
                      Colony Fund).

(Clay Lieblong):      Mr. Sanderson, this is (Clay Lieblong) at (The Colony
                      Fund). We were wondering if - are you there?

Joe Sanderson:        Yes sir.

(Clay Lieblong):      Okay, we were wondering, are the Avian flues that we're
                      seeing this year happen almost every year?

Joe Sanderson:        No, I wouldn't say that. We most - I think scientists
                      would believe that various strains of Avian influenza
                      exist particularly in, what we would call, the
                      nonintegrative commercial flocks that follow practices
                      different than ours. And I think there's probably some
                      scientific data out of the Northeast that they go in and
                      test and I think maybe, in fact, they have been doing
                      that. But they will find a strain of Avian influenza from
                      time to time there, and I would suspect that if you tested
                      any of the live bird markets, you would likely find


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                      the same thing and we know that AI viruses are carried by
                      migratory fowl and particularly, ducks, and others such as
                      that and that it could - exposure to that could transmit
                      AI in various forms. And there are over 100 - I don't
                      remember - 135 or some big number of known Avian influenza
                      strains and but I don't - it's not surprising to someone
                      in the industry I don't believe.

(Clay Lieblong):      And I assume the reason we're having all the press is
                      because of loss of life in Asia.

Joe Sanderson:        I would think, without a doubt, what's in Asia is unusual.
                      That's the second time it's occurred in Asia. It occurred
                      in Hong Kong two or three years ago, and with the U.S. -
                      well, no one out of Asia has ever been affected to that
                      extent by that; anything like that.

(Clay Lieblong):      Well, we appreciate your help on the questions, and I hope
                      you have a great year this year.

Joe Sanderson:        Thank you.

(Clay Lieblong):      Yes, sir.

Operator:             And a final reminder, star 1 for questions. We do have a
                      question from (Frank Henson) of Morgan Stanley.

(Frank Henson):       Hi Mr. Sanderson. Just a quick question regarding chicken
                      pricing. I noticed you highlighted that, you know, pricing
                      has remained firm, you know, in January and early
                      February, but I was wondering if you could comment, you
                      know, since, you know, the case of February 6, as well as,
                      you know, most recently, the past couple of days have you
                      seen any changes in poultry pricing?





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Joe Sanderson:        No, poultry pricing has remained firm. The market, in some
                      fashion, increased some different parts last week, and
                      nothing has softened as yet.

(Frank Henson):       Okay, and now say, I guess you know, today Mexico banned
                      U.S poultry and processed chickens. I was wondering, you
                      know, if you could comment on what your take is if we see,
                      you know, other trading partners continue to put bans on
                      U.S. poultry. Do you expect pricing to stay firm, or do
                      you think you could fall substantially?

Joe Sanderson:        No, I would think that if our export customers start
                      banning U.S. poultry, a predictable situation will occur
                      where you will have excess product in the U.S. markets and
                      prices will soften and decline.

(Frank Henson):       Okay. I guess the question I'm asking is that, given, you
                      know, what we're seeing, you know, with Atkins diet, you
                      know, and protein friendly diets, do you think that the
                      pricing environment can return to levels that we saw last
                      year?

Joe Sanderson:        Like, what are you referring to about last year?

(Frank Henson):       Well if you look at, like, leg quarters, you know, I think
                      they're up substantially year over year. Do you think,
                      you know, if let's say Russia comes out and bans, you
                      know, our chickens, do you think that we could see, you
                      know, pricing of around $30?

Joe Sanderson:        Thirty dollars for...

Man:                  Thirty cents.






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(Frank Henson):       Thirty cents, yes.

Joe Sanderson:        Well, I don't know if I can - I can't be specific about
                      the pricing, but I can tell you there's no doubt in my
                      mind that if our export customers ban our products,
                      you're going to have a buildup of supply in the U.S., and
                      prices are going to decline. Now to what level - I can't
                      say what level, but it will - the market will decline
                      relative to where we are right now.

                      Last year, though, was a good year, but you had export
                      markets open, primarily, for the last half of the year. So
                      I think - I don't think the comparison but as a rule, as a
                      principle, if we lose our export markets, you're going to
                      see the same thing you saw beginning in the spring of 2002
                      and that is a buildup of product in the U.S. and declining
                      and soft pricing.

(Frank Henson):       Okay, thank you very much.

Joe Sanderson:        Sure.

Operator:             And we'll take our next question from (Jim Ford) of
                      Edward Jones.

(Jim Ford):           Good morning, gentlemen.

Joe Sanderson:        Good morning.

(Jim Ford):           I was curious to know what type of extra biosecurity
                      prevention measures are being performed at this time?

Joe Sanderson:        Well, I'll give you a couple of examples. One of the first
                      things would be to limit any traffic on a grower's farm;
                      not allow visitors or screen vendor or someone who might
                      be selling propane or something like that, sales people;





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                      keep them off of the farm. What we would do would be every
                      truck that goes in and out of our mill around our
                      processing plant, trucks and buses out of hatcheries would
                      all be washed and disinfected; the tires, wheels
                      undercarriage of the truck before - when they leave and
                      when they return. Those are being two of the typical
                      things you would do, and there's some other things that
                      are carried on on the farms.

(Jim Ford):           Thank you.

Joe Sanderson:        Absolutely.

Operator:             And gentlemen, we have no further questions at this time.
                      Mr. Sanderson, I'll turn the call back over to you for
                      any additional remarks.

Joe Sanderson:        Good. Thank you for spending time with us this morning. We
                      are pleased with our results to date and look forward to
                      continued progress in fiscal 2004. We are excited about
                      the opportunities we have as well as the new challenges
                      before us, and we look forward to reporting our results to
                      you throughout the year. Thank you.

Operator:             And this does conclude today's conference call. Thank you
                      for your participation and you may disconnect at this
                      time.


                                       END