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 * COCKRELL D MICHAEL   2. Issuer Name and Ticker or Trading Symbol SANDERSON FARMS INC [SAFM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Treasurer & CFO (Last) (First) (Middle) 225 NORTH 13TH AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 03/07/2005 (Street) LAUREL, MS 39440 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Common Stock 03/07/2005   M   6,750 A $ 4.979 35,149 D   Common Stock 03/07/2005   D   6,750 D $ 46.1 28,399 D   Common Stock 03/08/2005   M   6,750 A $ 12.367 35,149 D   Common Stock               2,219 I Allocated to Reporting Persons account in Issuer ESOP

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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

Phantom Stock Rights (1)

$ 4.979

03/07/2005

M

6,750

04/22/2000(2)

04/21/2010

Common Stock

6,750

$ 0

0

D

Employee Stock Options (Right to Buy)

$ 12.367

03/08/2005

M

6,750

07/25/2003(2)

07/24/2012

Common Stock

6,750

$ 0

13,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
COCKRELL D MICHAEL 225 NORTH 13TH AVENUE LAUREL, MS 39440	X		Treasurer & CFO

Signatures

/s/ D. Michael Cockrell		03/09/2005
**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)	Upon conversion of a Phantom Stock Right, the holder thereof is entitled to receive an amount equal to: (i) the number of shares of Phantom Stock converted times the fair market value per share of the Issuers common stock on that date, less (ii) the number of shares of Phantom Stock converted times the exercise price per share. The Issuers Audit Committee has approved the conversion of Phantom Stock Rights for cash by the Reporting Person as reported in this form.
(2)	Exercisable for a 10-year period, with vesting beginning on the date indicated, which was one year after the date of grant. Vesting continues thereafter at 25% per year on each anniversary date until fully vested.

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