EXHIBIT 99.2
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                          SANDERSON FARMS, INCORPORATED

                     MODERATOR: JOE SANDERSON/MIKE COCKRELL
                                FEBRUARY 28, 2006
                                   10:00 AM CT


                      
Man:                     After the tone please record your name, affiliation and
                         phone number followed by the pound key.

Operator:                Please stand by. We're about to begin. Good day and
                         welcome to the Sanderson Farms, Inc. 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 and Chief Executive
                         Officer, Mr. Joe Sanderson.

Joe Sanderson:           Good morning welcome to Sanderson Farms' First Quarter
                         conference call. With me on the call today are Lampkin
                         Butts, our President and Chief Operating Officer and
                         Mike Cockrell, Chief Financial Officer of Sanderson
                         Farms.

                         We issued a news release this morning announcing a net
                         loss of $8.6 million or 43 cents per fully diluted
                         share for our first fiscal quarter of 2006. This
                         compared to net earnings of $10 million or 50 cents per
                         share during last year's first quarter.




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                         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 Lampkin and Mike for
                         a more detailed account of the quarter.

                         Before we make any further comments, I will ask Mike to
                         give the cautionary statement regarding forward-looking
                         statements.

Mike Cockrell:           Thank you, Joe and good morning to everyone Before we
                         begin the call this morning I need to caution you as
                         always that the call will contain forward-looking
                         statements about the business financial condition and
                         prospects of the company.

                         All forward-looking statements are made pursuant to the
                         Safe Harbor Provisions of the Private Securities
                         Litigation Reform Act of 1995 and are based on
                         management's current expectations or beliefs as well as
                         assumption made by and information currently available
                         to management.

                         The actual performance of the company could differ
                         materially from that indicated by 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
                         management's discussion and analysis of financial
                         condition and results of operation 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 fiscal
                         quarter ended January 31, 2006.

Joe Sanderson:           Thank you, Mike. Our financial results for the first
                         fiscal quarter reflect a very difficult poultry market.
                         Lingering inefficiencies caused by reduced volume
                         resulting from Hurricane Katrina during November and
                         the expected impact on our earnings cost by the
                         continuing startup of our new Georgia complex.




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                         As Lampkin will describe in more detail, market prices
                         were lower across the board for all poultry products
                         during the quarter. Most believe these market
                         conditions are in part the result of depressed export
                         demand caused by international concern over avian
                         influenza.

                         In addition to the external factors affecting the
                         industry during the quarter, two internal factors
                         continued to affect Sanderson Farms. As we reported in
                         December our volumes in Mississippi and Louisiana were
                         lower during the first part of the first quarter as a
                         result of Hurricane Katrina related losses.

                         All of our Mississippi and Louisiana processing plants
                         were down a number of days in November because of the
                         loss of live inventories during the storm. As Mike will
                         discuss, our operating income was reduced during the
                         quarter by $3 million in losses and expenses incurred
                         but not yet recorded as an insurance receivable under
                         applicable accounting rules.

                         In addition to Hurricane related losses, operating
                         losses related to our Georgia facility totaled
                         approximately $4.4 million for the quarter. This impact
                         from Georgia was expected and inefficiencies at that
                         facility will continue until it reaches full production
                         this summer. I am pleased however with the progress in
                         Georgia and the plant remains on schedule to be at full
                         production by July 31. Our cost of feed grains will be
                         in line with the expectations we expressed on our
                         December call.

                         We have priced much of our needs for fiscal 2006 and
                         our unit cost for soybean meal and corn will be only
                         slightly higher during fiscal 2006 than fiscal 2005.
                         Also the first quarter marked the completion of the
                         initial planning stages and sight selection for the
                         next phase of growth for Sanderson Farms.




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                         On January 12 our Board of Directors approved Waco,
                         Texas as a site of a new big bird deboning facility for
                         Sanderson Farms. At full capacity this new processing
                         plant and hatchery will have the capacity to process
                         1-1/4 million birds per week.

                         Engineering continues on the new plant and we expect
                         construction to begin soon. Initial startup of the new
                         facility is scheduled for May 2007 with production to
                         phase in through 2008. This plant will allow Sanderson
                         Farms to continue its pattern of growth through 2009.

                         I recognize there is some anxiety among those who
                         follow our industry regarding the possibility of
                         overproduction and a supply side driven down cycle and
                         market prices. However I do not believe there have been
                         bricks and mortar put in place in the industry to
                         trigger a concern about overproduction over the long
                         term. And this is supported by the leading indicators
                         of production. At Sanderson Farms we have plenty of
                         factors we can control to focus on during 2006 and we
                         will remain focused on those items.

                         At this point I will turn the call over to Lampkin for
                         a more detailed discussion of the market and our
                         operations during the first quarter.

Lampkin Butts:           Thank you, Joe. As Joe mentioned, market prices for
                         poultry products were lower during the quarter when
                         compared to our first quarter last year and when
                         compared with our last quarter. The average Georgia
                         dock price during our first quarter was 3.2% lower than
                         last year's first quarter. The Georgia dock price is
                         currently 69 cents per pound which compares to 73.75
                         cents per pound for the same week last year.

                         Bulk leg quarter prices were lower for the quarter
                         compared to last year's first quarter, decreasing more
                         than 10% reflecting weak export demand. While




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                         export data for January are not yet available, chicken
                         exports during November and December 2005 decreased 5%
                         and 28% respectively in quantity when compared to the
                         same two months a year ago.

                         As Joe mentioned, most believe this demand reflects the
                         international concern over AI. Bulk (earnabury) leg
                         prices averaged 25.89 cents per pound during our first
                         quarter and leg quarters booked for export to Russia
                         and Eastern Europe are currently trading from 14 to 15
                         cents pound delivered to the port.

                         While the (earnabury) market price is 19 cents, going
                         into the export market is often sold at negotiated
                         prices that may be lower than that (earnabury) market
                         price.

                         Wing prices during our first quarter averaged 87 cents
                         per pound, down 17.6% from the average of $1.05 per
                         pound during last year's first quarter. Wings are
                         currently trading at 96 cents per pound.

                         Boneless breast prices dropped sharply during our first
                         quarter following by a 21.23% when compared to the
                         first quarter a year ago. Boneless breast averaged
                         $1.09 cents per pound during the first quarter and
                         today the market for boneless is $1.13 per pound.

                         All of this said, the overall average selling price of
                         poultry products decreased 9.7% for the quarter
                         compared to last year's first quarter. While chicken
                         prices were lower during our first quarter when
                         compared to last year's first quarter, the cash market
                         prices for feed grains were slightly higher.

                         The cash market prices of corn and soybean meal were
                         2.5% and 14.6% higher during our first quarter compared
                         to the same quarter last year. And the




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                         cost of corn and soybean meal delivered to our feed
                         meals were slightly higher during our first quarter
                         when compared to a year ago.

                         As we reported in December we expect feed costs during
                         fiscal 2006 to be only marginally higher than in fiscal
                         2005. Our operating performance during the quarter
                         continued to reflect certain inefficiencies caused by
                         reduced volumes resulting from Hurricane Katrina. We
                         processed reduced volumes at all of our Mississippi
                         plants and our Louisiana plant during November but
                         those reductions are now behind us and we expect no
                         lingering effects of Hurricane Katrina.

                         Our Collins, Mississippi plant was also idle for a week
                         during January as we completed this conversion from a
                         mix of chill pack and big bird deboning to all big bird
                         deboning. That conversion is now complete and we remain
                         on schedule to add 150,000 head per week to get the
                         plant to full production by July 31.

                         All totaled with Hurricane related reductions and the
                         plant downtime at Collins, the company processed 17.9
                         million less pounds of chicken during the first quarter
                         than it would have had those reductions not occurred.

                         Both our processing division and our live grow out
                         continue to compete well in the industry. However we
                         have many opportunities to improve items we can
                         control. Just as we did at the beginning of 2005 we
                         have identified opportunities in our plants, in the
                         field and in sales that we will work to capture during
                         2006. And we look forward to continued improvement in
                         our overall operating performance.

                         We continue to work on the performance of our prepared
                         foods division during the first quarter. This plant was
                         also idle for a week in January as we




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                         made the first of several changes to the plant designed
                         to increase its capacity to cook chicken. We will
                         continue to upgrade equipment in the plant over the
                         next 18 months and will double our capacity to cook
                         chicken when that process is complete.

                         Looking ahead we remain confident that we will continue
                         to improve our operating performance and sales
                         execution. While current market conditions are
                         difficult we remain optimistic about the future of our
                         industry and this company.

                         Like Joe, I am looking forward to our new project in
                         Texas. The new plant will provide an opportunity to
                         continue the history of growth this company has
                         experienced over the past ten years. Also the changes
                         at our foods division which will be complete as we
                         bring the new Texas plant online would allow us to
                         place about half of the new production of boneless
                         breast the Texas plant generates into the further
                         processed market.

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

Mike Cockrell:           Thank you, Lampkin. Our financial results during the
                         first quarter reflect a very different market
                         environment described by Joe and Lampkin. Our net sales
                         for the quarter totaled $222.1 million, down from the
                         $233.3 million for the same quarter during fiscal 2005.
                         The 43 per share - cents share per share lost during
                         the quarter compares to 50 cents earned during last
                         year's first quarter.

                         Our cost of sales for the three months ended January 31
                         as compared to the same three months during 2005
                         increased 9.3%. The increase is a result of an




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                         increase in the pounds of poultry products sold during
                         the first quarter this year, compared to the same
                         quarter a year ago.

                         SG&A expenses for the first quarter of 2006 were flat
                         when compared to 2005. Our SG&A expenses going forward
                         should trend below a year ago in the absence of
                         administrative costs associated with the construction
                         and start up of our new Georgia facility.

                         Interest expense decreased from $318,000 to $76,000
                         during the quarter, reflecting lower outstanding debt
                         and the capitalization of $227,000 of interest incurred
                         to the cost of construction projects.

                         At the end of our first quarter our balance sheet
                         reflects stockholders equity of $336 million and net
                         working capital of $91.1 million. The current ratio was
                         2.3 to 1. Our debt totaled $20.8 million and our debt
                         to cap ratio was 5.8% as of January 31, 2006.

                         We spent $22.8 million on capital expenditures during
                         the quarter out of our expected capital expenditures of
                         right at $100 million. We also spent $2.5 million on
                         dividends reflecting our higher dividend rate of 12
                         cents per quarter.

                         The company's balance sheet at January 31 reflects a
                         receivable from our company's insurance carrier of
                         $12.9 million. This receivable reflects that amount of
                         the company's claims submitted to date that the company
                         believes is probable less $5 million that the company
                         received in January from its insurance carriers.




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                         The company's total insurance claim through January 31
                         for property damage and expenses incurred related to
                         the hurricane totaled $26.3 million which is net of the
                         applicable deductible of $2.75 million.

                         During the first quarter operating income was reduced
                         by incurred by unrecognized lost profits of
                         approximately $3 million. These unrecognized items are
                         the direct result of Hurricane Katrina and the company
                         intends to pursue reimbursement of these items from its
                         carriers.

                         However under applicable accounting rules lost profits
                         cannot be recorded as a receivable and recognized as
                         income until payment of those items becomes imminent.
                         When adding to incurred but unrecognized losses in the
                         fourth quarter, our total reduction in operating income
                         as a result of the storm totals $8.1 million.

                         During fiscal 2006 we expect to spend approximately
                         $100 million on capital projects and this includes
                         approximately $13 million in vehicle and other leases,
                         $10 million to complete the general office building,
                         $4.8 million for improvements at our foods division
                         that Lampkin described, $27.4 million to complete the
                         feed mill, hatchery and processing plant conversion at
                         Collins and $17 million on other maintenance items.

                         While the Executive Committee has not yet approved a
                         2006 budget for the new Waco facility and will not so
                         until the engineering of hat project is complete we
                         expect that amount during 2006 to be approximately
                         $32.8 million.

                         Our depreciation during the quarter total $6.4 million
                         and we expect approximately $29 million for fiscal
                         2006.




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                         On November 17, 2005 the company entered into a new
                         revolving credit facility. This new facility among
                         other things added two new banks, increased the
                         available credit to $200 million, lowered that interest
                         rate spread and added the flexibility needed to pursue
                         the Texas plant. The revolver remains unsecured.

                         At this point that concludes our prepared remarks for
                         the morning and we will now open up the call for any
                         questions that you may have.

Operator:                And if you'd like to ask a question today please press
                         star 1 on your touchtone telephone at this time -- star
                         1 to ask a question today. And we would remind you that
                         if you're on a speakerphone make sure your mute
                         function is turned off to allow your signal to reach
                         our equipment. Once again everyone star 1 to ask a
                         question today. And we will pause for just a moment to
                         allow everyone a chance to signal.

                         Our first question comes from (Farah Ozlund) with
                         (Stephens).

(Farah Ozlund):          Hi, good morning.

Man:                     Good morning.

Man:                     Good morning.

Man:                     Good morning.

(Farah Ozlund):          It's tough out there.

Man:                     I agree.




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(Farah Ozlund):          How long do you think it's going to be tough? Do you
                         think you go into positive territory into your second
                         quarter or kind of do you think the issues in your
                         first quarter are going to continue into the April
                         quarter?

Joe Sanderson:           (Farah), this is Joe. And we -mainly the market is what
                         we - Georgia is going itself out. The - we're back to
                         normal volume in our plants now and our efficiencies
                         will return across the board and Georgia has been fine.
                         And the thing that we are watching and the thing that
                         has affected us primarily has been the market.

(Farah Ozlund):          Uh huh.

Joe Sanderson:           Now we do not know how many more reports of avian
                         influenza or in birds are going to be reported in wild
                         swans or domestic flocks. There's another migration
                         that will take place this spring as they head north the
                         birds - the wild birds head north we don't know.
                         Hopefully there will be - people will be better
                         prepared in Europe and have - will have housed a lot of
                         those birds and made preparation to protect their
                         flocks.

                         But absent that, it seems to me that some time in our
                         third quarter, April, May, June, should be enough time
                         to work inventories down in those places where, like
                         Russia, where large inventories exist and maybe get
                         back to something approaching normal on export. I think
                         that depends on how many more reports we get over the
                         next 90 days of outbreaks of avian influenza.

(Farah Ozlund):          So you think it's going to be really June forward
                         before we really see a recovery in the export market,
                         not kind of between - last call you'd say maybe kind of
                         into that April-May timeframe.




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Joe Sanderson:           Well I would think now with reports - in the last 30
                         days there have been identifications in 20 countries.

(Farah Ozlund):          Right.

Joe Sanderson:           And with that I think it's going to push it back just a
                         bit.

(Farah Ozlund):          Okay that's fair. And now looking at the domestic
                         market could you - what's your read on demand for
                         breast meat going into the summer season and your
                         thoughts of where breast meat pricing can go into that
                         peak usage period?

Lampkin Butts:           (Farah), this is Lampkin. Really our demand - the
                         demand that we see from retail and food service is, I
                         would say, normal for this time of year. There's
                         obviously a lot of supply and enough supply to keep the
                         prices depressed. But when we look at - really when we
                         look at the marketplace past Easter we think it should
                         be a better trading - the trading should be better
                         after Easter going into the summer. I'm not ready to
                         put a number on that. I don't think we're going to see
                         real expensive breast this summer but I think it'll be
                         a better marketplace for boneless breast meat.

(Farah Ozlund):          Okay. And then in line with last year or do you think
                         it's going to be more challenging than last year, this
                         level, breast meat?

Man:                     Breast meat prices.

Man:                     Breast meat prices.

(Farah Ozlund):          Breast meat prices.

Joe Sanderson:           You know, I think - I would look for breast meat to
                         return to historical norms.




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(Farah Ozlund):          Okay.

Joe Sanderson:           If we see a 2% increase in production and another 1%
                         due to weights we ought to see something returning to
                         historical levels. However that will be impacted by
                         meat inventories in the US.

(Farah Ozlund):          Okay.

Joe Sanderson:           And I think those frozen inventories are going to have
                         to clear before you see any optimism and vigor in the
                         market.

(Farah Ozlund):          Okay. And the most recent kind of exit numbers showed
                         kind of a down 1% number in the latest week reported.
                         Do you think the poultry industry is starting to
                         moderate the amount of poultry produced in the US?

Joe Sanderson:           No you need to - if you'll remember the first quarter
                         last year compared to the period of 2004 we were
                         showing 3% and 4% and 5% for the first couple of months
                         of the calendar year.

(Farah Ozlund):          Uh huh.

Joe Sanderson:           And I think you're just seeing these against those
                         comparisons. I don't - we're not looking for a large
                         expansion in the industry this year. Those last couple
                         of weeks also, (Farah), sometimes there is an Easter
                         cutback.

(Farah Ozlund):          Okay.

Joe Sanderson:           A little lighter, slaughter schedules just prior to
                         Easter and that could be what you're looking at there.




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(Farah Ozlund):          So the industry is right now not really materially
                         cutting back the supply that it's producing.

Joe Sanderson:           No.

(Farah Ozlund):          Or in reaction to the cold storage numbers.

Joe Sanderson:           Okay.

(Farah Ozlund):          Okay. And my final question just focuses on grain. Kind
                         of in the December call you said that total grain cost
                         you anticipate being up around $10 to $12 million for
                         the year. Is that kind of still what you're thinking
                         including that Georgia plant where it's going to be?

Joe Sanderson:           Yes. Matter of fact - well I don't have it. Where is
                         it? Here it is, yeah. If we - this is something we tend
                         to - with what we have bought had we priced the rest of
                         our grain out yesterday, our increased cost would have
                         been $12,171,000 and that reflects the volume through
                         Georgia and the new Collins feed mill.

(Farah Ozlund):          Okay. So the increase in cost of goods sold in this
                         quarter was it related really to Georgia and the
                         inefficiencies rather than a materially higher grain
                         price?

Joe Sanderson:           It was not...

Man:                     Yeah.

Joe Sanderson:           Our grain was about the same.




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Mike Cockrell:           Yeah. Our grain was - this is Mike. The grain through
                         our cost of goods sold and I'm sorry for any confusion
                         there. The numbers that we report to give the market a
                         feel for what cash market prices have done...

(Farah Ozlund):          Right.

Mike Cockrell:           As you know, we carefully guard and what we've actually
                         priced for competitive reasons but our - the cost of
                         grain through our cost of goods sold was very similar
                         to last year's first quarter. So that increase in cost
                         of goods sold was strictly volume. You know, the
                         additional pounds - Lampkin described that had we run
                         all of our plants full we would have had $18 million
                         more pounds than we had but we still had between 3% and
                         4% more pounds because of Georgia. And that's what
                         attributed to the increase in cost of goods sold.

(Farah Ozlund):          Okay great. Thank you very much. I'll pass it on.

Man:                     Thank you.

Man:                     Thank you.

Man:                     Thank you, (Farah).

Operator:                Our next question comes from (Christine McCracken) with
                         (FTN Midwest).

(Christine McCracken):   Good morning.

Man:                     Good morning.

Man:                     Good morning.




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Man:                     Good morning.

(Christine McCracken):   Just to expand a little on your volume when you talked
                         about I guess an absence or a loss of volumes tied to
                         some of the startup in your plant. Can you give us an
                         indication of where your total volume was for the
                         quarter? I think you said it was up 3% to 4%
                         year-on-year. Is that...

Mike Cockrell:           That - this is Mike. Our total poultry pounds were up
                         3.74%.

(Christine McCracken):   Okay.

Mike Cockrell:           For the quarter. And that was - that of course includes
                         Georgia and it includes the additional pounds we had
                         during the first quarter compared to a year ago as
                         Georgia. But it would have been higher. It would have
                         been higher by another by $17.9 million during the
                         quarter had we run our plants full.

(Christine McCracken):   And next quarter you're looking at adding, you know,
                         probably, you know, the 20 plus million pounds. Is that
                         a fair assumption or would it be greater than that next
                         quarter as you ramp up...

Man:                     Are you talking about February, March, April?

(Christine McCracken):   Yeah.

Man:                     Well in February, March, April, I haven't calculated
                         it. You'll have the increased pounds at Collins from
                         the conversion...

Man:                     From the bigger from the...




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Joe Sanderson:           And you will have Georgia annualized and you'll - in
                         March we begin - next week actually begin the third of
                         four lines at the Georgia plant. But I have no
                         calculated the increase in volume for the quarter.

(Christine McCracken):   And then you're still shooting for in your third
                         quarter to be kind of up to full capacity at Georgia.

Man:                     July 31.

Man:                     Well it will be the end of the quarter.

(Christine McCracken):   End of the quarter, okay.

Man:                     Yeah.

Joe Sanderson:           We'll be - we should have Collins and Georgia both at
                         capacity by July 31 so that for our fourth quarter our
                         volume will be up 26% over our fourth quarter of 2005.

(Christine McCracken):   Okay. And just in terms of your comments
                         (unintelligible) your expectation I guest that we're
                         not going to see any significant expansion and yet all
                         of the new production including your own continues to
                         be added - that continues to be added is big bird
                         deboning. And with that shift it seems like your
                         expectations for production weight gains of 1% are a
                         little low. Can you explain, you know, why you have the
                         view that you'd only get 1% weight gain?

Joe Sanderson:           Well I'll give a - give you a stab at it. The
                         production announcements we know of include Perdue at
                         (Perry), Georgia that was supposed to come over a




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                         two or three-year concluding in '09 and to my knowledge
                         that it not big bird deboning at that plant. Is that
                         correct?

(Christine McCracken):   Correct.

Man:                     That's right.

Joe Sanderson:           I don't believe...

Man:                     That's correct.

Joe Sanderson:           The other was Gold'n Plump in Minnesota and Wisconsin.
                         They're a trade packer to my knowledge and they will
                         not be doing big bird deboning. Has there been another
                         announcement by anyone that's doing bid bird deboning?

Man:                     (Mountain Air) is the only big bird deboning
                         expansion...

Joe Sanderson:           And...

Man:                     That I'm aware of.

Joe Sanderson:           Well we think (Wayne) too.

Man:                     Yeah (Wayne). That's true.

Joe Sanderson:           And both in - neither one of those - both of those will
                         be big bird deboning. And those are not public
                         announcements and those are just reports we're heard.
                         And both of them experienced a significant growth this
                         past year. But I don't know if - the only three
                         announcements are us and Perdue and Golden Plump. And
                         two of those are not big bird deboning.




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                         I think a normal increase in weight is about 1% and
                         that's what you see from the genetics of the breeds
                         typically. And I think we've had heavier weights this
                         last quarter. Where is that thing (Bob) got for me?
                         Fifteen for the month of December in (aggre stats)
                         which does not represent the entire industry but the
                         vast majority of the industry, probably 70% of the
                         production.

                         Our weights were up .05. The industry was up .17 and we
                         don't think that the majority of that was by design.
                         And we think the majority of that was a result of the
                         mild weather during the month of December. But, you
                         know, it may be 2%. I don't know but 1% to 2% anyway.

(Christine McCracken):   Okay fair enough. And then if you could just talk
                         about, you know, the industry now it seems has been
                         operating for a few months at a loss probably or close
                         tied to some of the weakness in these export markets.
                         Typically at the bottom of the cycle there's some
                         consolidation and yet we haven't really heard much to
                         date about potential strategic actions. Can you talk
                         about the environment out there and whether or not, you
                         know, you'd be involved in anything in terms of
                         consolidation?

Joe Sanderson:           You know, we always look and evaluate and review when
                         it's presented to us so we've grown by acquisition and
                         we've grown by building in our history. And we're glad
                         to do either one if the opportunity presents itself. I
                         think it's - I think most people in the industry have
                         good balance sheets right now. I don't think anybody
                         has been hurt badly.

                         Probably we saw some - we had information I guess maybe
                         in October and in November that a few people started
                         seeing some losses. And - but the losses hadn't been
                         deep and they hadn't been long and I think most people
                         believe




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                         that this export market is going to resolve itself. And
                         I don't think there is any rush right now toward any
                         consolidation.

(Christine McCracken):   All right fair enough. Thanks.

Joe Sanderson:           Good, thank you.

Operator:                Our next question comes from (Philip Costa) with (Dean
                         and Company).

(Philip Costa):          Hi. I'm just trying to get a handle on the gross
                         margin. It's been quite a while since you're margins
                         have actually - gross margins have hit 0% and we have
                         to go back to 2000 or 2001. And we were expecting
                         something closer to 5% to 8%. A lot of that is the $3
                         million insurance and the $4 million new plant. But
                         just a question about the feed cost.

                         My understanding is that a year ago quarter you had
                         abnormally high feed costs because your hedge was still
                         a hedge you put in place at higher prices but still
                         feeding off. So I'm just trying to understand how your
                         feed costs were higher this quarter than the year ago
                         quarter and (unintelligible).

Man:                     You've quoted, yeah that's - our feed costs were not
                         higher.

Mike Cockrell:           Right. Let me repeat what I said earlier about that and
                         I'm sorry for that confusion. The numbers that are in
                         our press release and that we've put in the 10-Q and
                         actually that Lampkin talked about are cash market
                         prices. That is the price if you looked at the Chicago
                         Board of Trade what the price of corn and soybean is or
                         was, excuse me, for this year's first quarter versus
                         the same quarter a year ago. We don't - we actually
                         don't disclose exactly what our costs are.




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                         We provide those numbers for people who follow the cash
                         market price. But the price that we reported in cost of
                         goods sold which were - which is the price of corn and
                         soy that the chickens ate and that we processed during
                         the first quarter was actually slightly lower than a
                         year ago. It was very close to the same, although the
                         cash market price was higher. I apologize for that
                         confusion.

(Philip Costa):          And that's why you were lower on a unit basis or a...

Mike Cockrell:           That's correct, on a per pound basis.

(Philip Costa):          Okay. Switching to the price question and particularly
                         the dark meat. Is - the quarter started with I guess
                         leg quarter prices in the high 30s and ended the
                         quarter obviously down very low. You quoted something
                         like 14 cents. Did you start to deviate from
                         (earnabury) just in the last month or is that just an
                         ongoing thing where your prices tend to be lower than
                         (earnabury) throughout the period?

Man:                     That's an ongoing thing. It's - that has not been a
                         change. The export market is more of a (quoted) market
                         strictly based on supply and demand for that shipment
                         and it's not always the same as (earnabury). It can go
                         up and it can be above or below. It's not always the
                         same.

(Philip Costa):          Okay. Can you give a number for roughly where you
                         entered the quarter at for leg quarters?

Man:                     We for November we were about 39 cents and we ended in
                         January of about 22.




                                                                         Page 22



                      
(Philip Costa):          Okay.

Man:                     And the (earnabury) average for those three months
                         was...

Man:                     Twenty-six.

Man:                     Between 25 and 26 cents a pound.

(Philip Costa):          All right. Okay thanks a lot.

Operator:                Our next question comes from (Andrew O'Connor) with
                         (Wells Capital Management).

(Andrew O'Connor):       Gentlemen.

Man:                     Good morning.

Man:                     Good morning.

Man:                     Good morning.

(Andrew O'Connor):       How would you suggest we think about the economic
                         return that you hope to derive from the Waco project
                         relative to the economic return you're anticipating
                         from the new Georgia facility?

Joe Sanderson:           I think you would expect over time on that for a 20%
                         return on equity and something in excess of 10% return
                         on invested capital.

(Andrew O'Connor):       Okay. You know, is it possible to compare and contrast
                         the two projects this way, again the economic return
                         from one relative to the other?




                                                                         Page 23



                      
Joe Sanderson:           Well it - based on history the Waco project ought to
                         return more money because it's going to have more
                         volume by some 33% and secondarily historically and the
                         industry the big bird has returned more per head. So
                         you would think your margins, your corporate margins
                         would expand with the Waco facility.

(Andrew O'Connor):       Okay fair enough. Thanks very much.

Joe Sanderson:           Thank you.

Operator:                Our next question comes from (John Color) with
                         Oppenheimer.

(John Color):            Good morning or good afternoon.

Man:                     Good morning.

Man:                     Good morning.

(John Color):            Two quick questions. The benefit from the insurance
                         gain where there one in quarter one $5 million. Am I
                         reading that right?

Mike Cockrell:           No, the $5 million is what we - was incurred but
                         unrecognized lost profits during the fourth quarter and
                         then $3 million during the first quarter for a total of
                         $8.1 million of unrecognized lost profits that we will
                         recognize when the money is actually received. The
                         amount that we've recognized and that is reflected on
                         the balance sheet in the insurance receivable are
                         primarily expenses incurred and payments made for
                         repairs and other things, gasoline and things that we
                         had to do after the storm.




                                                                         Page 24



                      
(John Color):            Uh huh.

Mike Cockrell:           And the accounting rules there provide that if you
                         believe those recoveries are probable you can go ahead
                         and book them and offset the expense that we paid.
                         However the rule is different for lost revenue and lost
                         profits and you cannot book that until the money is
                         actually received. And we disclosed $5.1 million during
                         the fourth quarter and $3 million during this quarter
                         in lost profits and revenues that we have not yet been
                         able to book.

(John Color):            Okay so the quarter one income statement does not
                         reflect anything insurance-wise.

Man:                     It reflects - no, not in lost profits, no.

(John Color):            Okay. So there is $7 million in what we would classify
                         as unusual expenses pre-tax.

Man:                     I'm sorry, no $3 million.

(John Color):            Three million.

Man:                     Yeah it's the only thing that's not...

Man:                     (Unintelligible).

Man:                     Recognized in this quarter.

(John Color):            Okay. And then there's $4 million from the Georgia
                         facility.

Man:                     Oh I'm sorry, yes.




                                                                         Page 25



                      
(John Color):            So you have $7 million.

Man:                     Yeah.

Man:                     Yeah very good. I'm sorry

(John Color):            Okay. No no that's great. Also I don't know if you
                         happen to read the New York Times. There's an article
                         regarding demand in France. I was wondering if we look
                         at what we're seeing there do you believe that the
                         export market is going to come back? If we see
                         additional demand destruction how long or what impact
                         is that going to have as far as you guys can tell?

Joe Sanderson:           Well we have experience with this from - was it '97 or
                         '98 the (ruble) was devalued?

Man:                     Ninety-eight.

Joe Sanderson:           And then in 2002 and 3 you had the steel embargo and
                         the resulting chicken embargo and in both of those
                         cases it was 18 months.

(John Color):            Okay.

Joe Sanderson:           And, you know, another way - I just have no way of
                         evaluating how this is going to play out with this
                         avian influenza. But it -I think reasonably over time
                         when people get used to hearing these reports of wild
                         birds and so far there hasn't been any infection in
                         people in France...

(John Color):            Uh huh.




                                                                         Page 26



                      
Joe Sanderson:           I believe that over time that will resolve itself. But
                         I do think there's going to be an interim of emotional
                         reactions to it.

(John Color):            Right.

Joe Sanderson:           One of the things I would point you to also is in the
                         United States when the year 2003 - was it December 2003
                         when they found the BSE calf?

(John Color):            Uh huh.

Joe Sanderson:           And then another one in Texas after that.

Man:                     Yes.

Joe Sanderson:           And then another one, maybe two or three animals. There
                         hasn't been - it doesn't seem to me there's been any
                         reaction to in the American consumer and the demand for
                         beef, so I don't know. It's...

(John Color):            Okay. Is it possible and this will be my last question
                         - is it possible that you guys could see a benefit if
                         we look at an infection or something happening to some
                         flocks in France and you have destruction of some of
                         the flocks over there, could you see an actual
                         improvement in demand and higher prices? It seems to be
                         something no one's talking about.

Joe Sanderson:           You could - we thought when Thailand and China both
                         depopulated significant numbers of their domestic
                         flocks we saw an increase in demand out of the Pacific
                         rim as a result of that. And France is a huge exporter
                         of chicken.

(John Color):            Uh huh.




                                                                         Page 27



                      
Joe Sanderson:           And that might shift around over time, certainly if
                         they destroy their flocks or the poultry exports were
                         banned. Brazil would also benefit and we'd compete more
                         head up with Brazil probably at that point.

(John Color):            Okay great, thank you.

Joe Sanderson:           Uh huh.

Operator:                Our next question comes from (Matt Serovich) with
                         (Scopia Capital).

(Matt Serovich):         Hi good morning. Thanks for taking my call.

Joe Sanderson:           Good morning.

Man:                     Good morning, (Matt).

(Matt Serovich):         Just a quick follow up to the last caller, can you
                         export to the European union?

Joe Sanderson:           No.

(Matt Serovich):         Okay.

Joe Sanderson:           Currently we don't. Currently...

(Matt Serovich):         Okay, that was my understanding but you haven't been
                         able to export there since the 1960s or something like
                         that, right.

Man:                     Right.




                                                                         Page 28



                      
Man:                     (Unintelligible).

Joe Sanderson:           What I was talking about France is a huge exporter of
                         chicken and you would - you might compete for their
                         export market.

(Matt Serovich):         Right right, now that makes sense. One just clarifying
                         question. I missed what the leg quarter average price
                         was for you for Q1.

Joe Sanderson:           Twenty-six something you quoted.

Mike Cockrell:           Well the earning for the first quarter the average
                         (earnabury) was (25.87) I think.

(Matt Serovich):         But your average realized price.

Man:                     For the first quarter was (29.84).

(Matt Serovich):         Okay. And current levels...

Man:                     And currently we're booking exports below the
                         (earnabury).

(Matt Serovich):         Right.

Man:                     But during that quarter we - because we had stuff
                         booked out in front and (earnabury) was dropping we
                         actually netted more than (earnabury) during that
                         quarter.

(Matt Serovich):         That's a good thing. A question on the capacity
                         expansion. Given the record inventories that have been
                         built worldwide and, you know, it seems like they're
                         continuing to build, some of your resilient competitors
                         you just talked




                                                                         Page 29



                      
                         about seem to be expecting a pretty prolong downturn in
                         worldwide prices. It seems like at least several
                         quarter and some of them are beginning to shut
                         capacity. Why at this point does it make sense for you
                         to continue to build capacity and does it make sense to
                         think about actually taking capacity out?

Man:                     Are you talking about us as a company or industry?

(Matt Serovich):         Both.

Joe Sanderson:           I think - I don't think the US industry depends on
                         exports to the extent that Brazil does. I think Brazil
                         exports a higher percentage of their production and
                         they - because of that they would be more sensitive to
                         it.

                         I think in the US two things, I don' think people have
                         been hurt at this point and I think they think there's
                         a possibility that this particularly the Russian market
                         will resolve itself. I would like to pose the
                         possibility that in Russia in particular there might be
                         something else other than a reduction in consumer
                         demand affecting hat market.

                         And what I believe that to be would be importers in
                         Russia and the local Russian industry fearing a
                         downturn in demand precipitated this drop. They would
                         have - they were in a position with leg quarters in
                         their inventory of 45 or 48 cents or higher I guess
                         with ocean freight and when bird flu broke I'm sure it
                         put a great deal of fear in them about their
                         inventories.

                         It's hard for me to believe that where the bird flu
                         outbreaks occurred in Russia east or the (Euro)
                         mountains mainly that that affected the demand in
                         Moscow and St. Pete and other places. I think there is
                         a factor, particularly in the Russian market of
                         importers and the local industry trying to avoid a big
                         loss on their inventories.




                                                                         Page 30



                      
                         And I think they're not ordering. I think they're
                         shutting down. I think they're buying down to lower the
                         cost of their inventory and I think that's a factor as
                         well as perhaps a reduction in domestic demand. And
                         that's why I think that once they get to that point
                         where they either minimize their loss or don't take any
                         that there's a possibility for the Russian market to
                         resolve.

(Matt Serovich):         Except that right now it seems, you know, inventories
                         there have just continued to build from the data I have
                         seen.

Joe Sanderson:           Yes absolutely. And I think part of that is buying down
                         to lower the cost of their inventory.

(Matt Serovich):         Just sort of a follow up, I mean it just seems like a
                         fairly unusual time given the turmoil in the industry
                         to be something around $5 a share in CAPEX this year
                         with more to come in fiscal year '07. If market
                         conditions don't improve over the next several quarter
                         which sounds like, you know, it's at least the
                         expectation of the Brazilians...

Joe Sanderson:           Well...

(Matt Serovich):         Will you halt the Texas project?

Joe Sanderson:           No, we will not. We do not know what next month, next
                         quarter or next year are going to be in the poultry
                         market. And we do not - we have never had that
                         foresight. We build the plant when our balance sheet
                         says we can. We know our primary responsibility is to
                         increase the value of our stock. And to do that we
                         believe we must grow revenues and earning. And, you
                         know, if a balance sheet says not to do it we never
                         have and never would.




                                                                         Page 31



                      
                         We have one of the most conservative track records in
                         the industry with our balance sheet historically going
                         back 40 years. We feel like this is a good time for us
                         to do that. When we build these we build it in our
                         plants or we have plants that have been in operation 50
                         years now.

(Matt Serovich):         Yeah.

Joe Sanderson:           We take that kind of outlook and not next month or next
                         quarter.

(Matt Serovich):         Yeah. Now it's a very, yeah, it's a very reasonable
                         contrarians attitude and I'm generally all for a
                         contrarian viewpoint. But, you know, just another sort
                         of follow up, in terms of it being big bird deboning
                         capacity there adding in Waco my understanding is the
                         big bird deboning while it was a terrific place for,
                         you know, for the first part of this decade and you
                         benefited from it is actually the worst place - the
                         worst and most oversupplied segment of the market right
                         now. Why would you add more capacity to an already
                         oversupplied situation?

Joe Sanderson:           Well if you'll look at the last two years I think you
                         could make the argument that there may be an oversupply
                         of the boneless breast market. I do not think you can
                         say the same thing for wings. Wings are 90 some odd
                         cents today. And up until November this past year you
                         certainly couldn't say that about leg quarters. I will
                         also tell you that through probably November - huh.

Man:                     October.

Joe Sanderson:           Through October the big bird deboning market with
                         breast at $1.20 was still the most profitable market
                         segment in the industry. It's been not that for maybe
                         60 days.




                                                                         Page 32



                      
(Matt Serovich):         But I guess what I'm bringing up is just if things stay
                         where they are now which is that the industry generally
                         is not in great shape and big bird deboning doesn't
                         seem like a good place to be would you consider down
                         the road changing your plans with respect to Waco?

Joe Sanderson:           Oh absolutely. We've done that before too. We changed
                         our product mix entirely in the late 90s. We'll go
                         where the money is.

(Matt Serovich):         You won't consider not building it though.

Joe Sanderson:           No.

(Matt Serovich):         No. Okay last question, insurance costs given the
                         losses that you had last year what do - how much do you
                         expect those to go up next year?

Mike Cockrell:           They're already actually -- this is Mike -- the
                         increase in our property insurance is already reflected
                         in prepaid expense on our balance sheet. We pay our
                         premiums in November and then amortize those out
                         through the year. And they went up a little over $1-1/2
                         million.

(Matt Serovich):         A million and a half for...

Matt Cockrell:           Uh huh.

(Matt Serovich):         This year.

Matt Cockrell:           For this year, for fiscal 2006.

(Matt Serovich):         Okay.




                                                                         Page 33



                      
Matt Cockrell:           I think that...

Joe Sanderson:           But that includes Georgia, doesn't it?

Mike Cockrell:           Yeah it does.

Joe Sanderson:           So it includes everything.

Mike Cockrell:           Yeah.

Joe Sanderson:           It included all of our coverage, right.

(Matt Serovich):         But your rates...

Man:                     That's correct.

(Matt Serovich):         Would you expect them to go up again in fiscal year '07
                         because (unintelligible)...

Man:                     No. I don't anticipate that, nothing material. From
                         what I know about the market I - the insurance market
                         is not my expertise but from what we're hearing from
                         our insurance carriers the market is going to be fine
                         next year. That's absent a catastrophe in the hurricane
                         season or something else worldwide. You know, whether
                         it's a tsunami or a hurricane, no matter where it is it
                         impacts all of us now and that's absent anything like
                         that.

(Matt Serovich):         Okay. And I'm sorry, you said your renewal was November
                         1 renewal.

Mike Cockrell:           That's right.




                                                                         Page 34



                      
(Matt Serovich):         Okay thanks very much for that answers.

Joe Sanderson:           Thank you.

(Matt Serovich):         Good luck.

Operator:                Once again ladies and gentlemen it is star 1 to ask a
                         question today -- star 1 on your touchtone phone to ask
                         question.

                         We'll go next to (John Bostler) with (Dominick and
                         Dominick).

(John Bostler):          Yes gentlemen, just to go back on the linked quarters,
                         I think you said - what was your price in the previous
                         quarter? Was that 29 cents a pound?

Man:                     In the first quarter the (earnabury) was 25.87 I think.
                         And our price was 29.84.

(John Bostler):          And what is your price currently today on sales of the
                         product?

Man:                     Well as I mentioned earlier product that's booked for
                         export to Russia and Eastern Europe delivered port is
                         14 to 15 cents a pound.

(John Bostler):          And what is it domestic?

Man:                     (Earnabury) is 19.

(John Bostler):          Okay.

Man:                     That's a daily quoted market it's (earnbury).




                                                                         Page 35



                      
(John Bostler):          And how much capacity on the Georgia plant does that
                         add net to your individual capacity?

Joe Sanderson:           Just Georgia.

Man:                     Fourth quarter...

(John Bostler):          The Georgia plant that's coming on.

Joe Sanderson:           The Georgia plant annualized?

(John Bostler):          Yes.

Joe Sanderson:           Georgia is going to do 300 million pounds when its full
                         capacity is there. And that's 15%-18% - probably 18%.
                         Between the - for the fourth quarter between Collins
                         and Georgia our volume is going to be up 26% in the
                         fourth quarter compared to the fourth quarter of 2005.

(John Bostler):          And I guess just going back to the last gentleman's
                         question, I mean, you know, so your capacity is going
                         to be up 26% and you're kind of unwavering on doing
                         anything about that. And yet pricing as you admit is
                         challenging at best and not going to be better in the
                         foreseeable future and your cost of grain is going to
                         be, if anything, higher and not lower. I'm just trying
                         to understand the economics and how this works for the
                         shareholders.

Joe Sanderson:           Well we do it by multiplying pounds times an average
                         market price and come out with more earnings because of
                         more pounds and multiply that times 10, 11 or 12 and
                         you come out with a higher share price. Now I mean it's
                         strictly about increasing revenues and earnings. We do
                         not know and no one knows if that's going to happen in
                         June of '06 or June of '07. We hope it occurs in June




                                                                         Page 36



                      
                         of '06. We do know that over the long term it is going
                         to work in favor of the shareholder.

Mike Cockrell:           And, you know, you this -- this is Mike again -- you
                         have to - obviously you have to have confidence in the
                         industry and have confidence that the environment that
                         we're in now which we have seen before and we've seen
                         worse. In 2002 we were selling leg quarters for below
                         10 cents a pound and in fact some people in the
                         industry were rendering leg quarters because you
                         couldn't sell them.

                         And yet we were expanding our abilities and our
                         capacity at that time as well because we had confidence
                         that the market would turn, which it did and we made
                         record numbers in 2003 and 4, excuse me, 4 and 5. And,
                         you know, we've been planning this project in Texas for
                         over a year. And the dynamics of the industry with
                         grow-out capacity and hatchery capacity it's not - the
                         industry is not susceptible to just stopping and
                         cutting back.

Joe Sanderson:           And you wouldn't - you would not make a decision to
                         invest $100 million in Georgia or $75 million in Texas
                         based on current market condition. You would make it
                         based on what's going to happen over the next 10 to 20
                         years. And because I mean that market condition can
                         change overnight in one day that's what happened in
                         2002 with the embargo.

(John Bostler):          Right. But what is the demand situation been in the US
                         here over the last couple of years and how much
                         capacity in your opinion can the market bear?

Joe Sanderson:           Well the demand in the US has been outstanding for
                         everything except breast meat. And I guess it was 18
                         months ago - 20 months ago breast meat was - it was 2
                         years ago was selling for $2.56 a pound. I mean we had
                         - we just closed




                                                                         Page 37



                      
                         the second most profitable year in the history of the
                         company in October. The market has been bad for 60
                         days, maybe 90 now.

(John Bostler):          Right. So how - getting back to the question, how much
                         capacity, in your opinion, can the market bear based
                         upon your estimates of future growth?

Joe Sanderson:           You know, I don't have any idea about that.

Man:                     You know, population growth is what? Between 1-1/2% and
                         2% a year and the...

Man:                     Domestic demand in the casual dining markets which is
                         really the fastest growing of chicken demand and
                         further processed meat is primarily boneless breast
                         meat. And that particular segment has been the most
                         rapidly growing over the last few years.

Man:                     And if the population grows and demand grows that much
                         the growth that we're forecasting is a fraction of
                         that, a fraction of total output for the industry.

(John Bostler):          Okay great. We'll stay tuned. Thanks gentlemen.

Man:                     Thank you.

Man:                     Thank you.

Operator:                We'll go next to (Jacques Shonins) with (Great Gable
                         Partners). Sir, your line is open. Please go ahead.

(Jacques Shonins):       Sorry. Can you hear me?




                                                                         Page 38



                      
Man:                     Yes.

(Jacques Shonins):       One more question (unintelligible) you mentioned
                         (unintelligible) in the planning process for about a
                         year assuming since (unintelligible) today that it's
                         pretty far long and (unintelligible) been approved by
                         the Board and what does the Board do to approve the
                         process?

Joe Sanderson:           What does the Board do during this approval process for
                         our project like Waco? Is that what you're asking?

(Jacques Shonins):       Well no you mentioned the Board has yet to approve...

Joe Sanderson:           Oh no I'm sorry. The - no the Board has approved the
                         project. The Executive Committee will approve the
                         capital budget number for fiscal 2006 once the
                         engineering is complete. We're estimating $32.8 million
                         that we will spend on that project this year but that
                         number is subject to final approval by the Executive
                         Committee. They're wrapping up the engineering on that
                         plant. And, you know, the site has been located and
                         everything.

                         But until they finally complete that engineering we
                         won't have a hard number to put on that Waco facility
                         when - and the Executive Committee will approve that.
                         The Executive Committee is a management committee of
                         managers in the company and they're not the Board.

(Jacques Shonins):       Okay thank you.

Joe Sanderson:           Thank you.




                                                                         Page 39



                      
Operator:                And at this time ladies and gentlemen we have no
                         further questions. I'd like to turn it back to Mr.
                         Sanderson for any closing remarks.

Joe Sanderson:           Good, thank you. 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 2006.
                         We look forward to reporting our results to you
                         throughout the year. Thank you.

Operator:                This does conclude today's conference call. Once again
                         we do thank you for your participation and you may
                         disconnect at this time.


                                       END