EXHIBIT 99.2

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                          SANDERSON FARMS, INCORPORATED

                            MODERATOR: JOE SANDERSON
                                  MAY 25, 2006
                                   10:00 AM CT


Operator:             Good day 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 and Chief
                      Executive Officer, Mr. Joe Sanderson.

                      Please go ahead, sir.

Joe Sanderson:        Thank you.

                      Good morning and welcome to Sanderson Farms second quarter
                      conference call.

                      With me on the call today are Lampkin Butts, our President
                      and Chief Operating Officer, and Mike Cockrell, Chief
                      Financial Officer.

                      The purpose of this call is to review financial results
                      and operating trends reflected during the second fiscal
                      quarter and six months ended April 30. We issued a news
                      release this morning announcing a net loss of $16.6
                      million or



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                      83 cents per fully diluted share for our second fiscal
                      quarter of 2006. For the first half of fiscal 2006, we
                      lost $25.3 million or $1.26 per fully diluted share.

                      I will begin the call with some brief comments about
                      general market conditions and the company's operations. I
                      will then ask Lampkin to give you some detail about our
                      quarter and the steps the company is taking to address
                      current market conditions. Lampkin will then turn the call
                      over to Mike for a more detailed account of the financial
                      results and we will then answer your questions.

                      Before we make any further comments, I would like to 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, as always I need to
                      caution you that the call will contain forward-looking
                      statements about the business, financial condition, and
                      prospects of the company.

                      All forward-looking statements were 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
                      the most recent annual report on Form 10-K and in the MD&A
                      and results of operations find in Item



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                      2 of Part 1 of the company's quarterly report on Form 10-Q
                      filed with the SEC this morning in connection with our
                      second fiscal quarter ended April 30, 2006.

Joe Sanderson:        Thank you, Mike.

                      Our financial and operating results for the first half of
                      the year reflect difficult market conditions and our
                      transition to big birds at Collins and continued increase
                      in production in Georgia.

                      While overall market conditions for chicken have improved
                      during May, they were poor for the first six months of our
                      fiscal year and especially during our second fiscal
                      quarter.

                      Market prices for all poultry products were lower across
                      the board during the first half of our fiscal year
                      compared with the first six months of last year. The
                      average Georgia dock price for whole birds during the
                      first half of the year was 70 cents a pound or 5.3% lower
                      than last year's first six months and was 7.3% lower
                      during the second quarter compared to last year's second
                      quarter.

                      Parts prices were also down for the first half of the
                      year, contributing to a 14-cent per pound decline in the
                      company's average sales price for poultry products.

                      Bulk leg quarter prices during our second quarter averaged
                      18.4 cents per pound, a decrease of 43% for the second
                      quarter and 27.8% for the first six months of the year
                      compared to last year's second quarter and first six
                      months.


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                      The market for leg quarters has however improved during
                      May, reflecting improving export demand. The bulk leg
                      quarter price for fresh leg quarters is currently quoted
                      at 28 cents per pound on the Urner Barry. This improvement
                      in the dark meat market will be reflected in June exports
                      of frozen leg quarters.

                      Wing prices during our first six months averaged 89 cents
                      per pound, down 15.2% from the average of $1.05 during the
                      first six months of last year. Wings currently trade for
                      81 cents per pound.

                      The boneless breast meat average price during our second
                      quarter was $1.08, decreasing by 30.1% when compared with
                      the second quarter a year ago and have decreased 25.9% for
                      the first six months of the year.

                      Like leg quarter prices, the market for boneless breast
                      has improved during May. The Urner Barry spot market price
                      for boneless is now $1.37 per pound.

                      While chicken prices were lower during our second quarter
                      and during the first half of the year, the same can't be
                      said about feed grain prices. Cash market prices for corn
                      during our first six months were up 4.7% when compared to
                      the first half of last year. Soybean meal cash market
                      prices for the first six months of this year were also
                      higher than the same period a year ago, increasing 4.5%.

                      As we reported on our first quarter call, we expect corn
                      and soybean meal cost on a unit-price basis to be slightly
                      higher overall during fiscal 2006 than fiscal 2005.

                      While the USDA reports that planting progress for both
                      corn and soybeans is good, the futures on corn are up
                      materially, reflecting a reduction in the



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                      estimated number of acres to be planted and the effect
                      ethanol production will have on the corn supply going
                      forward.

                      Based on current and projected prices for corn and soybean
                      meal and based on the price of that portion of our needs
                      we have priced through the end of this fiscal year, we now
                      believe our costs will be between $12 million and $14
                      million higher for the fiscal year, which is an increase
                      from our previous estimate and reflects the higher prices
                      for corn on that portion of our needs not yet priced.

                      Overall our live and processing operations have performed
                      well during the year. However, we began increasing our
                      weekly processing in Moultrie by 300,000 head per week
                      during March as we began expanding production at that
                      plant.

                      And we brought 1.1 million additional pounds of meat to
                      the market each week at our Collins plant during the same
                      time as we transitioned to all big bird deboning at that
                      plant during February. Some might say the timing of those
                      additional pounds hitting the market was unfortunate.

                      In light of current market conditions affecting our
                      company and the industry, we have spent a significant
                      amount of time and energy reviewing our operations to
                      identify measures we can take to reduce our losses and
                      quicken our return to profitability.

                      These measures include reducing production at certain of
                      our plants, cutting costs where we can without
                      jeopardizing product quality, customer service, or
                      long-term operations, delaying scheduled production
                      increases at Collins and Moultrie, and moving the
                      construction startup of our new Waco, Texas facility by 90
                      days.


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                      All of these charges are -- all of these changes are
                      effective immediately and I believe are prudent in light
                      of current market conditions.

                      At this point, I'd like to turn the call over to Lampkin
                      to discuss these steps and more about our operations
                      during the first half of the year.

Lampkin Butts:        Thank you, Joe.

                      As Joe said, while our overall operations did not perform
                      badly during the first half of fiscal 2006, our financial
                      performance was significantly impacted by poor market
                      conditions. And consequently we have taken a hard look at
                      all of our operations.

                      This review included the cutbacks in production, deferring
                      our planned increases in capacity, our cost structure, our
                      operating efficiencies, and our announced intentions in
                      Waco, Texas.

                      With respect to cutbacks, we have taken steps to reduce
                      production at our big bird deboning plants by 175,000 head
                      per week or just under 6% of our total big bird head
                      processed.

                      These cutbacks have taken plan immediately with respect to
                      chick placements and will be reflected in the weekly
                      production at our big bird deboning plants in early July.

                      We have also taken steps to reduce production at our
                      McComb chill pack plant by 100,000 head per week, which
                      will result in an 8% reduction at that plant. This cutback
                      is also effective immediately and will show up at the
                      McComb plant in late June.


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                      When combined, the total cutbacks result in a 4.3%
                      reduction head processed.

                      In addition to reducing our production schedule, we have
                      also taken steps to delay the scheduled increases at
                      Collins and Moultrie. With respect to Collins, we have
                      indefinitely deferred the additional 150,000 head per week
                      that were originally scheduled to begin at Collins this
                      summer.

                      All of the physical assets in Collins will be completed as
                      originally scheduled, with the hatchery construction
                      completed this month and the new feed mill online by the
                      end of June. We will continue to monitor market conditions
                      to determine when the Collins addition should go forward.

                      With respect to Moultrie, we have reduced our planned
                      increase by 100,000 head per week. Moultrie is currently
                      processing 900,000 head of chill pack chickens per week
                      and was originally scheduled to be at 1.2 million head per
                      week by the end of July.

                      However, we will increase Moultrie by only 200,000 head
                      per week until such time as we see market conditions
                      improve. This 200,000 head per week increase in chill pack
                      head in Moultrie, which will be phased in beginning in
                      August, will obviously more than offset the cut in chill
                      pack head in McComb. However, even when this increase is
                      netted against our production cuts, we will reduce our
                      production by approximately 2% in ready-to-cook pounds.

                      A paramount consideration in all of these cutbacks is
                      their impact on contract growers. Because the reductions
                      are spread throughout the company, no one division or our
                      contract producers will be materially affected.


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                      With respect to cost savings, we will continue to tighten
                      our bests where possible but will not jeopardize product
                      quality, customer service, or our long-term operations.

                      There are some things we can do, such as reducing our
                      advertising budget, carefully reviewing discretionary
                      spending and encouraging our employees to look for ways
                      reduce costs.

                      We will also look to gain in operating efficiencies. As
                      Joe mentioned, our live costs and processing costs already
                      compete very well in our industry, but there are always
                      opportunities to improve. We will aggressively pursue all
                      of the opportunities that we have identified.

                      In addition to these measures, we will postpone the
                      beginning of construction of our Waco, Texas facility by
                      three months. By delaying the startup in Texas, we will
                      push approximately $29 million in capital expenditures
                      into next fiscal year.

                      While our balance sheet remains strong and we have
                      sufficient liquidity to begin Texas on schedule, we deem
                      it prudent to delay this project by three months. This
                      delay will also push out by three months the need to begin
                      ramping up general and administrative costs and expenses
                      associated with the new plant.

                      Those of you who have followed our company for some time
                      have heard us say before that we manage our company the
                      same regardless of where we are in the poultry cycle. Our
                      conservative financial management allowed us to enter this
                      cycle essentially debt free and we are confident in our
                      company's ability to manage through this cycle.


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                      Most everyone believes that the recent downturn in the
                      poultry markets was caused at least in part by concerns
                      about avian influenza and the resulting reduction in
                      demand from our export customers.

                      Like everyone in the industry, we continue to answer many
                      questions from consumers, customers, growers, and other
                      constituents regarding steps we are taking to address the
                      avian influenza issue.

                      In response to the avian influenza threat, we have engaged
                      employees at every level of our company to develop a
                      comprehensive plan to deal with possible scenarios that
                      could develop within an avian -- with an Asian avian
                      influenza outbreak in the United States.

                      Of course, we continue to inform our customers and
                      consumers that poultry meat is safe to eat, that there is
                      no scientific evidence supporting the notion that avian
                      influenza can be contracted from eating properly cooked
                      poultry.

                      Our contingency planning for possible avian influenza
                      scenarios includes among other things increased
                      bio-security measures, communications with our employees,
                      growers, shareholders, and customers, interaction with
                      government authorities, and operational changes.

                      I have been pleased with our employees' response to this
                      issue and their continuing diligence in preparing for
                      various contingencies.

                      I would like now to turn the call over to Mike for more
                      detail on the financial performance of the company during
                      the first half of the year.

Mike Cockrell:             Thank you, Lampkin.


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                      Net sales for our first six months totaled $447.2 million
                      compared to $492.5 million for the same six months during
                      fiscal 2005. For the quarter, our net sales totaled $225.1
                      million compared to $259.2 million for the second quarter
                      last year.

                      The decrease in net sales reflects the decrease in market
                      prices described by Joe offset by an increase in the
                      pounds of poultry sold through the first half of the year
                      of 6.9%.

                      The 83-cent per share loss during the quarter compares to
                      $1.32 earned from operations earned during last year's
                      second quarter.

                      Our cost of sales for the three months ended April 30,
                      2006 as compared to the same three months during fiscal
                      2005 increased 18.6%. The increase is a result of an
                      increase in the cost of feed grains and an increase in
                      pounds of poultry meat sold during the second quarter this
                      year compared to the same quarter a year ago of 9.8%.

                      The cash market price for corn and soybean meal were up
                      6.5% and down 4.1% respectively for the three months ended
                      April 30 when compared to the same three months a year
                      ago.

                      For the first six months of the year, cost of sales
                      increased $56.2 million compared to the first half a year
                      ago, again the result of increase in pounds of poultry
                      products sold.

                      SG&A expenses for the first half of 2006 were down $1.7
                      million compared to a year go. This reduction flows from
                      lower advertising cost during the first half of the year
                      and the elimination of SG&A costs associated with Georgia,
                      which were booked as SG&A cost until Georgia began
                      operations on August


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                      22 of last year. Since August 22, such costs have been
                      booked as cost of goods sold.

                      At the end of our second quarter, our balance sheet
                      reflects stockholders' equity of $317.6 million and net
                      working capital of $107.7 million. The current ratio was
                      3.2 to 1.

                      Debt totaled $70.8 million and our debt-to-cap ratio was
                      18.2% at April 30, 2006.

                      Our net debt to cap was 16.9%. We spent $46.8 million on
                      capital expenditures during the first half of the fiscal
                      year. We also spent $4.9 million on dividends, reflecting
                      a higher dividend rate of 12 cents per share per quarter.

                      During fiscal 2006, we now expect to spend approximately
                      $77.5 million on planned capital projects, which is net of
                      approximately $13 million in vehicles and other operating
                      leases.

                      These numbers reflect the deferral of construction of our
                      Waco, Texas facility as described by Lampkin.

                      Our depreciation and amortization for the first six months
                      of the year totaled $14.6 million and we expect
                      approximately $30 million for fiscal 2006.

                      On April 28, 2006, our company privately placed $50
                      million in debt with Farm Credit Bank in Spokane,
                      Washington. This debt carries a fixed interest rate of
                      6.12% and will be amortized over ten years with
                      interest-only fir the first five years and then equal
                      amortization per year during the second five years.


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                      The debt is unsecured. It carries net worth and current
                      ratio and debt-to-cap covenants that compare favorably
                      with our revolving credit facility and provides liquidity
                      to the company as we continue our strategic expansion plan
                      and weather the current cycle.

                      At the end of the first quarter, we had $10 million
                      outstanding on our revolver with $6.2 million cash on the
                      balance sheet. When you add our cash with available
                      credit, our liquidity at the end of the second quarter was
                      $196.2 million.

                      To echo comments made by Joe and Lampkin, we remain
                      confident in our company, in our industry, and its
                      products. We will be prudent in managing the business and
                      finding ways to keep our costs at a minimum.

                      However, our focus as always will be in creating long-term
                      value for our shareholders.

                      We would be glad now to open up the call for questions.

Operator:             Thank you.

                      The question and answer session is conducted
                      electronically. If you would like to ask a question,
                      please press the star-1 on your telephone keypad. Again,
                      that's star-1 to signal if you'd like to ask a question.

                      If you're on a speakerphone, please make sure your mute
                      button is turned off to allow your signal to reach our
                      equipment.

                      And that is star-1 to ask a question...


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                      (We'll go) first to Pablo Zuanic with JP Morgan.

(Reynaldo Desance):   Hi guys. How are you?

Men:                  Good morning.

Man:                  Good morning, Pablo.

(Reynaldo Desance):   Well actually this is (Reynaldo Desance). I'm on the line
                      for (Pablo).

                      But, you know, I'm just -- I'm trying to get a better
                      sense here of performance relative to targets. And we know
                      that the company's capacity has increased by about 25%,
                      you know, given increases in Moultrie and Collins, et
                      cetera.

                      In hindsight, has the expansion really worked? I mean,
                      volume growth is well below that 25% capacity increase.
                      Are volumes significantly below expectations?

                      And I'm aware of demand issues, but wasn't the capacity
                      expansion more about market share gains? And are market
                      share gains below expectations?

Man:                  Let me see if I can put this together...

Man:                  (Yeah).

Man:                  Our volume expansion was right at 10%. And that was...

(Reynaldo Desance):   Okay.


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Man:                  ...exactly on schedule and exactly what we had projected.
                      The other number you might be thinking about is on our
                      first call, what we said was by the fourth quarter and
                      during the fourth quarter of fiscal. 2006, our volume
                      would be up by 26% year over year in the fourth quarter.
                      Moultrie and 150,000 at Collins was not scheduled to come
                      on stream until the fourth quarter of 2006.

                      And as regards to market, during February, March, and
                      April when we brought -- we changed 600,000 a week from
                      tray pack, retail pack to big bird deboning. There was no
                      market to sell that product into. Boneless breast was
                      quoted at $1.05 and it was trading, discounting well below
                      that. And export leg quarters were at 14 cents port, which
                      was netting us about 11 cents a pound.

                      And for February, March, and April, we, you know, the fact
                      of the matter is we really didn't sell that boneless
                      breast or tenders or wings. We relocated it. I don't mean
                      that to say anything about our sales crew, but there was
                      no market to sell it into. That changed in two weeks in
                      May.

(Reynaldo Desance):   Okay. All right.

                      And just a -- just I guess a follow up. If seems that, you
                      know, leg quarters if you look at (there) of about maybe
                      60% in the last six weeks. But you haven't seen that same
                      kind of, you know, recovery in boneless skinless prices,
                      even though you, you know, you saw them, you know, go down
                      to a -- to trough levels.

                      How do you guys explain that? That you haven't seen that
                      kind of recovery?

Man:                  Well, the -- let me do a -- the recovery in boneless
                      breast meat is from $1.05 to $1.37. That's 32 cents a
                      pound. And that's close to 30% increase in value.



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                      I'll also give you another number. We do about 5 million
                      pounds a week of bulk boneless breast. And you can
                      multiply that times roughly 32 cents a pound. And we
                      consider that material.

(Reynaldo Desance):   All right, all right. Okay.

                      And what would you say to the argument that Russian
                      inventory buildups due to uncertainty about import quotas
                      and permit reissuances and recent USDA purchases may have
                      given a -- sort of a one-off artificial boost to leg
                      quarter prices?

                      And kind of -- in other words, do you see the recent
                      movement in leg quarter prices as continuing?

Man:                  We -- the -- we think the Russian -- there were two things
                      going on in Russia. We think there was a reduction in
                      demand because of avian influenza. Secondarily, we think
                      that there was some inventory management going on over
                      there because the importers had high priced leg quarters
                      in their inventory and they needed to work those out
                      without suffering significant losses on them.

                      So we have booked product to ship in June for 25 cents a
                      pound. We think that is just kind of a restoration and a
                      resolution of those two issues.

                      As far as the USDA purchase, Lampkin, what's the status on
                      that?

Lampkin Butts:        The USDA authorized up to $32 million worth of purchases.
                      And so far they've purchased $12 million worth. So that's
                      just a portion -- a small portion of they authorized.


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Man:                  I do agree with -- I do think that one of the reasons we
                      are making our adjustments to production is because of
                      some uncertainty about Russia. We do think that is not
                      clear yet about how much they're going to take. And even
                      in the fall, we do not know if they -- if there are
                      further outbreaks of avian influenza, what their -- the
                      consumers' reactions will be. So we do agree that that is
                      something we'd like a little more visibility on.

(Reynaldo Desance):   Okay.

                      Just lastly, can you just maybe provide a little bit more
                      color in terms of the kind of improvement you're seeing on
                      the -- in end consumer demand in Russia and China? I mean,
                      you know, we have the USDA data. But can you just provide
                      a little bit more color on, you know, end consumer demand?

Man:                  Well, the main barometer that we look at, the main
                      indicator we see is the volume that's being purchased in
                      Russia and other countries in the export market.

                      And then demand and interest into June and July have both
                      -- they're both way up. Russia purchased 62,000 metric
                      tons in March, and the estimates for April and May are
                      well above that. That's the indication that the demand has
                      returned.

                      Inventory levels of leg quarters from March to April were
                      down. And all of that indicates good demand. Prices,
                      rather significant (unintelligible)...

(Reynaldo Desance):   All right. Prices, right. Okay. All right, thanks. Thanks
                      guys.

Men:                  Thank you.



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Operator:             We'll go next to (Christine McCracken) with (STN Midwest).

(Michael Piken):      Hi, this is (Michael Piken). Can you hear me?

Man:                  Yes.

Man:                  Good morning.

(Michael Piken):      Okay, perfect.

                      Just wanted to talk a little bit more about the domestic
                      market. And, you know, in terms of this summer with a lot
                      more meat kind of overall in the market, how are kind of
                      the retailers and foodservice guys positioning themselves
                      this summer? I mean, would you expect to see more features
                      on chicken this summer? Or are they moving more towards
                      beef or other meats? Or how are you seeing the market
                      right now?

Man:                  We're seeing -- we've seen very good demand in May and
                      retail ads seem to be very normal, particularly for
                      poultry for Memorial Day. When we -- the chick placements
                      and the egg sets that we look at for the -- for poultry
                      this summer indicate less supply.

                      So I don't think there's going to be -- I think there'll
                      be more red meat, but I think there'll be less poultry.
                      And we're expecting good retail features.

                      On the foodservice side, you know, it's -- we have some --
                      some of our customers have promoted chicken just like
                      always, and some others have stayed away from it a little
                      bit, maybe because of concern about the avian influenza,
                      but a sort of a customer-by-customer thing.


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                      I -- we're -- all in all, we're optimistic about the
                      summer.

(Michael Piken):      Okay, fair enough.

                      And, I mean, would it be fair to say, I mean, obviously
                      there's normally a seasonal rebound in breast meat prices
                      at this time of year. But, I mean, would you -- would it
                      be fair to say that maybe some of the retailers kind of
                      held off a little bit later in terms of purchasing, you
                      know, their inventory for features this summer and maybe
                      that now that's part of the reason we're seeing the sharp
                      rise in breast meat? And, I mean, you know, how much more
                      room do you think there is to go in terms of this normal
                      seasonal improvement in breast meat prices?

Man:                  Most of our bulk breast meat that comes out of our big
                      bird deboning plant does not go to retail. It will go to
                      institutional distributors and further processors. That's
                      where the big move in breast has been. It's not been to
                      retail. It's been in these other market segments.

                      And I do not know why all of a sudden it changed, but I
                      don't believe it got to this price level last year, did
                      it?

Man:                  It -- after January it did not.

Man:                  I mean, you're higher than you were a year go. And
                      certainly we bought some market share when breast was
                      $1.05 a pound. But what's happening right now with breast
                      meat prices would not be explained by -- necessarily by
                      retail. It would be other market segments probably.

                      And with 2% less breast meat, even with more beef and
                      pork, and I -- beef is still on the high end of a scale of
                      what the prices are. We would expect


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                      particularly in light of these cutbacks we're optimistic
                      about the market for the summer.

(Michael Piken):      Okay, fair enough.

                      And then, you know, just with respect to production, I
                      mean, clearly, the (unintelligible) numbers have been
                      down, but the one thing they don't kind of -- that's not
                      incorporated in there is, you know, kind of the movement
                      toward heavier bird weights.

                      I mean, do you think that 2% in terms of total pounds is
                      sort of a fair number to use sort of as we head into the
                      summer? Or is that more on a head basis that you would
                      think that that's a fair number to use for the industry as
                      a whole?

Man:                  I have not looked this up, but I would be surprised if
                      weight -- if there is weight gain during the summer. That
                      normally would be in the fall, winter, and spring. Usually
                      weights if anything should be depressed because of heat in
                      the summertime.

(Michael Piken):      Okay.

Man:                  I would think you'd see the 1% to 2% less pounds as well
                      during the summertime.

(Michael Piken):      Okay. Fair enough. I'll pass it on.

Man:                  Thanks.

Man:                  Tell (Christine) to enjoy her vacation, (Michael).



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(Michael Piken):      We'll try.

Operator:             We'll go next to Farha Aslam with Stephens, Incorporated.

Farha Aslam:          Hi. How are you?

Men:                  Good morning.

Farha Aslam:          Is the decision to delay the Waco facility just sort of a
                      cash management decision?

Man:                  Primarily it was. It was balance sheet. And it seemed
                      prudent to do that to see if we could gain a little more
                      visibility, Farha. Nothing more than that, though.

Farha Aslam:          Is the commitment to still that facility there?

Man:                  Absolutely.

Farha Aslam:          Okay.

Man:                  We...

Farha Aslam:          And looking at -- could you just review where right now
                      you're selling breast meat for and where you're selling
                      leg quarters for right now.

Man:                  You're asking what prices?

Farha Aslam:          Mm-hm.



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Man:                  Well, we -- we've already reported that we've booked our
                      June exports at 25 cents delivered port.

Farha Aslam:          Okay.

Man:                  May leg quarters were booked in early April for -- they're
                      less than that.

Farha Aslam:          But...

Man:                  We don't usually report that number, but they're...

Man:                  They're less than that, but they are a little bit more
                      than they were in February, March, and April.

Man:                  Yeah, but just marginally.

                      And our boneless breast, most of our boneless breast is
                      tied to that (earn-and-bury) market, which is up to $1.37.
                      Some of it, I mean it's -- some of it is sold at prices 10
                      cents, 12 cents a pound less than our Urner Barry. But
                      they track up with Urner Barry. And maybe some of them are
                      day of ship, some of them are a week behind. But they all
                      -- most of it tracks with Urner Barry.

Man:                  You would have -- the price on your boneless breast though
                      basically across the board today, not for the month of May
                      but today is up...

Man:                  Is up...

Man:                  ...32 cents (unintelligible).



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Man:                  ...32 cents a pound.

Farha Aslam:          And can you see that going up to like $1.55 this summer?
                      Or kind of the average? Or where do you kind of see, if we
                      were trying to figure out where they're going?

Man:                  Well, I...

Farha Aslam:          What can we model it?

Man:                  ...I like your number a lot. I would certainly...

Farha Aslam:          Do you think that's realistic given -- we're just trying
                      to figure it out with your announced cuts, other folks'
                      cuts, the fact that there's 12% less breast meat in cold
                      storage year over year. We're just trying to figure out
                      if that's where it's going.

Man:                  Well, usually the 2% less meat this summer should
                      translate into more than 2% in breast prices.

Farha Aslam:          Okay.

Man:                  And the market, the move in May is before the cutback
                      shift.

Farha Aslam:          So we see some good summer numbers.

                      So for this next quarter, do you think you're going to
                      lose money, make money? In the ballpark?

Man:                  I have no idea what the market's going to do in June and
                      July.



                                                                         Page 23


Man:                  You know we try to stay away from that, Farha.

Man:                  Did you use those numbers I -- did you hear the numbers I
                      quoted a while ago on leg quarters and boneless breast,
                      about how many pounds we're doing a week and...

Farha Aslam:          Yeah.

Man:                  ...that -- those are good numbers. And, you know, based on
                      where the market is today, we certainly wouldn't expect a
                      quarter like the one we just experienced.

Farha Aslam:          (Okay).

                      And your cost of goods sold came in a little bit ahead of
                      what we were looking for. Could you just kind of review
                      with us your grain exposure at this point and what you're
                      looking for for the rest of the year and into next year if
                      possible?

Man:                  Sure.

                      On grain, we are -- we have more exposure in corn after
                      July as far as pricing goes. We have much less exposure on
                      soybean meal price for the balance of the year.

                      We, you know, the market is up I guess what is it, 15
                      cents a pound on the -- we were at ($2.40) -- were we at
                      $2.50? That's about 20 cents a bushel on the July
                      contract.


                                                                         Page 24


                      And I don't think we're going to know about grain prices
                      until sometime in July. I think there's a lot of
                      sensitivity right now to yield potential. I think the USDA
                      was conservative on acres and conservative on yield,
                      aggressive on exports and aggressive on ethanol
                      production. So there can be swings either way.

                      And we -- I think everybody -- the futures market is
                      reading significantly higher corn cost for next year.

Farha Aslam:          Okay, that's fair. Thank you very much.

Men:                  Thank you.

Operator:             Again, that is star-1 to ask a question.

                      We'll go next to (John Culler) with Oppenheimer & Close.

(John Culler):        Good morning, guys.

Men:                  Good morning.

(John Culler):        A quick question if I could. Can you update CAPEX budget
                      for this year, and then for next year given the change in
                      plans?

Mike Cockrell:        Yeah.

                      As we mentioned -- as I mentioned, this is Mike, John.

                      We've got $77 million, a little more than $77 million to
                      spend for the year. We've already spent $46 million. And
                      that number $77-1/2 million is net of



                                                                         Page 25


                      about $13 million in vehicles and operating leases, which
                      we lease. So they won't show up as the CAPEX, but we
                      consider them capital additions.

                      And, you know, the -- we've already spent everything that
                      we were going to spend on several projects. We announced
                      at the beginning of the year that we'd be spending $22.5
                      million in Collins. We have spent all that. We also said
                      at the beginning of the year we'd spend just under $10
                      million to finish out our new general office, which we
                      have spent.

(John Culler):        Mm-hm.

Mike Cockrell:        And about a million and a half in Georgia, which we've
                      spent.

                      We've still got a few things to do. It -- at -- there's
                      some things at our Hammond processing facility that were
                      on our budget, $1 million for a lab renovation that we've
                      still got to spend.

                      But that budget, that $77.5 million is reduced by what we
                      originally were going to spend in Waco.

(John Culler):        Okay.

                      And that was $29 million (unintelligible)...

Mike Cockrell:        Twenty-nine million reduction, right.

(John Culler):        Okay.

                      So you'll spend that $29 million in next fiscal year?


                                                                         Page 26


Mike Cockrell:        That's right.

Man:                  (Yeah).

Mike Cockrell:        We'll push that to next year.

(John Culler):        Okay.

                      Do you have a preliminary figure for next year's CAPEX?

((Crosstalk)).

(John Culler):        ...not yet.

Man:                  No, not yet.

(John Culler):        Okay.

                      And on production, I'm just going over on a number of head
                      per week, do you have a revised figure for '06?

Man:                  For...

(John Culler):        Or an annual figure for an exit the year for example?
                      (What you)...

Man:                  (Oh), for where we are at the end of the year?

(John Culler):        Mm-hm, yeah.

Man:                  I don't have that in front of me, (John). I'm sorry.



                                                                         Page 27


(John Culler):        No, that's all right.

                      Okay, thanks a lot.

Man:                  Thank you.

Operator:             Moving on to (Nick Capellano) with Imperial Capital.

(Nick Capellano):     Good morning.

Men:                  Good morning.

(Nick Capellano):     Just a couple quick ones for you.

                      Relative to the SG&A savings that you're going to be
                      looking for, can you give us an order of magnitude of
                      potential savings you see and the extent to whether, you
                      know, it would be more of a short-term versus kind of
                      structural...

Man:                  (Unintelligible)...

(Nick Capellano):     ...(unintelligible) that you're looking for in terms of
                      SG&A savings.

Man:                  Well, it's not structural. It would be short term. And we
                      have not quantified that. But yeah, it'll be made up --
                      Lampkin mentioned a couple of things that we've looked at,
                      one being our advertising budget.


                                                                         Page 28


                      And, you know, we -- most of our advertising is done in
                      the spring and then in the fall. We've done our spring
                      advertising. We have some things that we can not do
                      (during the) summer and the fall.

                      We're going to do -- we're going to go ahead and do some
                      things. We've to a lot of momentum going with our
                      advertising campaign. We're going to keep doing some
                      things. But we can cut that. That's the largest item that
                      we've looked at.

(Nick Capellano):     Sure.

Man:                  There's some other things that are small, nothing -- there
                      are no -- there's no great big deal out there.

Man:                  (Yeah).

Man:                  If you look at our SG&A cost versus kind of our
                      competitors' and such on a percent of sales basis, we're
                      already pretty lean. But there's some things we can do
                      that we've identified.

Man:                  You're not going to -- you're going to have about a half a
                      million dollars a month less in SG&A for this second half
                      of the fiscal year because of Georgia.

Man:                  That's correct.

Man:                  Right.

Man:                  And you're going to have -- I don't know how much the
                      advertising's going to be. But there'll be reductions in
                      our SG&A compared to a year ago.


                                                                         Page 29


(Nick Capellano):     Okay, very good.

                      And another one, how did the recovery of pricing that
                      you've seen in May play into your decision on, you know,
                      the absolute level that you cut production in Moultrie? I
                      mean, to what extent is it that, you know, you're being
                      more conservative? (And) the earlier question spoke to on
                      in terms of your balance sheet? Or does it speak to the
                      fact that, you know, you don't -- maybe don't trust the
                      recovery that we've seen in prices? Or, you know, don't
                      think that these prices are sustainable?

                      Just wanted to know how you -- how this recent pricing
                      action figured into those decisions.

Man:                  It didn't.

                      We had made -- we made the decision before we saw the
                      change in the market that occurred in May. We -- and we
                      just felt like when we were going through March, April
                      that we thought it would be prudent. It wasn't a good time
                      to say damn the torpedoes, full speed ahead.

(Nick Capellano):     Right.

Man:                  And we felt like we needed to watch our balance sheet. We
                      -- other people made deductions in supply and felt like
                      certainly we should. Our biggest reduction is going to be
                      in big bird deboning. As a matter of fact, our only
                      reduction is going to be netted all out in big bird
                      deboning breast and leg quarters. And that was in response
                      to this historically low prices we were experiencing.

(Nick Capellano):     No, understood.



                                                                         Page 30


                      Now any thoughts in terms of, you know, in terms of a
                      potential resumption in your previously talked about
                      production levels? Any thoughts as -- are you just taking
                      that as it comes? Or any kind of pricing thoughts or
                      market thoughts that would lead to that decision?

Man:                  I think we'll try to gain visibility one on avian
                      influenza. We'll, you know, there's a southern migration
                      that'll place across Europe and Asia and into Africa I
                      guess. We're watching the bird migration now and see what
                      kind of -- what happens and what reaction to it is.

                      And it would be, you know, when you get past Labor Day,
                      you head into a period where demand drops off
                      seasonally...

(Nick Capellano):     Mm-hm.

Man:                  ...particularly in November and December. And I wouldn't
                      think we anyway would make any significant restoration of
                      these cuts into that period, going into that period.
                      (We'd)...

(Nick Capellano):     Sure. All right, thanks a lot.

Men:                  Thank you.

Operator:             And again that is star-1 to ask a question.

                      We'll go next to (Mike Kristadulu) with (Inwood).

(Mike Kristadulu):    Good morning, gentlemen.



                                                                         Page 31


Men:                  Good morning.

(Mike Kristadulu):    You cited the lower corn acreage and ethanol demand as
                      drivers for higher corn prices. And if this ethanol boom
                      plays out like some think it will, you know, there's talk
                      about $3 and $4 a bushel corn, which would be a negative
                      for the industry.

                      And yet my sense is there's also going to be, you know,
                      the world's going to awash in this distillers dry grain
                      and solubles.

                      And I'm curious for your operations and some of the co-ops
                      for whom you specify and supply the feed blend, you know,
                      are you set up to feed your birds basically these wet and
                      dry cornflakes? And are you doing anything on the physical
                      delivery side with these ethanol mills?

Man:                  We've talked with them about that. We -- the nutritional
                      profile of DDGs is fine. We can use it. We'll probably
                      have to put in some tanks at some of the mills. Some of
                      the mills can already handle it.

                      The main thing for us to flow through the mill, we think
                      that product needs to be a bit drier than it is. And at
                      some point when they -- when it -- there's an abundant
                      supply of it and they need to market it to the poultry
                      industry, they'll get it in shape. And we do anticipate
                      using that sometime in the future.

(Mike Kristadulu):    Would you think about putting in drying at your end? It's
                      clearly more expensive to transport it when it's soggy,
                      but, you know, you could buy it cheaper.

Man:                  We could do that. Economics'll dictate that. It'll be
                      either us or the ethanol producer.


                                                                         Page 32


(Mike Kristadulu):    Thank you.

Man:                  We -- okay.

Operator:             And that concludes today's question and answer session.
                      Mr. Sanderson, I'll turn the call back over to you for any
                      closing comments.

Joe Sanderson:        Good.

                      Thank you all for spending time with us this morning. We
                      look forward to the balance of the year and look forward
                      to reporting our results to you.

                      Thank you.

Operator:             That concludes today's teleconference. Thank you for
                      joining us.



                                       END