FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * ADAMS FRED R JR   2. Issuer Name and Ticker or Trading Symbol CAL MAINE FOODS INC [CALM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O CM FOODS, PO BOX 2960 3. Date of Earliest Transaction (Month/Day/Year) 12/13/2006 (Street) JACKSON, MS 39207 4. If Amendment, Date Original Filed(Month/Day/Year) 12/15/2006 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 12/13/2006   G   220,339 A $ 0 1,885,439 D (1)   Class A Common Stock 12/13/2006   G   2,600 D $ 0 1,882,839 D (2)   Class A Common Stock 12/14/2006   G   220,339 D $ 0 1,662,500 D (3) (4)   Class A Common Stock 12/14/2006   G   220,339 A $ 0 220,339 I (5) By Trust Class A Common Stock               279,661 I (6) By Trust Common Stock 12/14/2006   G   300,000 D $ 0 677,749 I (7) (8) By Wife Common Stock 12/14/2006   G   300,000 A $ 0 300,000 I (7) (8) By Wife Common Stock 12/14/2006   G   135,300 D $ 0 5,526,165 D (9)   Common Stock               300,000 I (10) By Trust Common Stock               495,426 I (11) By Trust Common Stock               452,517 I (12) By ESOP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ADAMS FRED R JR C/O CM FOODS PO BOX 2960 JACKSON, MS 39207	X	X	Chief Executive Officer

Signatures

/s/ Peter E. Panarites; Attorney-in-fact		11/30/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Scheduled payment under Section 2.4 of the Fred R. Adams, Jr. Grantor-Retained Trust dated December 14, 2005.
(2)	Gift to Adolphus B. Baker dated December 13, 2006.
(3)	Gift to Fred R. Adams, Jr. Grantor-Retained Trust dated December 14, 2006.
(4)	Share balance of Class A Common Stock owned directly by Fred R. Adams, Jr.
(5)	Share balance of Fred R. Adams, Jr. Grantor-Retained Trust dated December 14, 2006.
(6)	Share balance of Fred R. Adams, Jr. Grantor-Retained Trust dated December 14, 2005.
(7)	Gift of 300,000 shares by Mr. Adams' wife to, and acquisition by, Jean Reed Adams Grantor-Retained Trust dated December 14, 2006.
(8)	The reporting person disclaims beneficial ownership of all securities held by his wife, directly or indirectly, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
(9)	Share balance of Common Stock owned directly by Fred R. Adams, Jr.
(10)	Share balance of Fred R. Adams, Jr. Grantor-Retained Trust dated November 14, 2006.
(11)	Share balance of Fred R. Adams, Jr. Grantor-Retained Trust dated November 14, 2005.
(12)	Share balance of Common Stock held in ESOP.
Remarks: Amends Form 4 filed on December 15, 2006 with regards to form of ownership and inclusion of the Fred R. Adams, Jr.  Grantor-Retained Trusts dated November 14, 2005 and November 14, 2006.

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