SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K/A
                                (Amendment No. 1)

(Mark One)

/X / Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended October 31, 2002

/ / Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from to

Commission file number : 0-16567

                              SANDERSON FARMS, INC.
             (Exact name of registrant as specified in its charter)

                  Mississippi                                64-0615843
         (State or other jurisdiction of                   (IRS Employer
         incorporation or organization)                  Identification No.)
           225 North 13th Avenue
            Laurel, Mississippi                                 39440
    (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code: (601) 649-4030 Securities
registered pursuant to Section 12(b) of the Act: None Securities registered
pursuant to Section 12(g) of the Act:

                     Common Stock, $1.00 per share par value

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                    X Yes   ____ No

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ ].

         Aggregate market value (based on the closing sales price in the NASDAQ
National Market System) of the voting stock held by non-affiliates of the
Registrant as of November 29, 2002: approximately $111,959,484.

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).

                                   X Yes   ____ No

         Aggregate market value of the voting and non-voting common equity held
by non-affiliates of the Registrant computed by reference to the closing sales
price of the common equity in the NASDAQ National Market System on the last
business day of the Registrant's most recently completed second fiscal quarter:
$134,242,781.




     Number  of  Shares  outstanding  of the  Registrant's  common  stock  as of
November 30, 2002: 13,017,026 shares of common stock, $1.00 per share par value.

     Portions of the  Registrant's  definitive  proxy  statement  filed or to be
filed  in  connection  with  its  2003  Annual  Meeting  of   Stockholders   are
incorporated by reference into Part III.

                                EXPLANATORY NOTE

     The  Registrant  amends its Annual  Report on Form 10-K for the fiscal year
ended  October 31, 2002 to correct  errors that  resulted when the Form 10-K was
converted to the Edgar format.  The only  revisions  reflected in this amendment
relate to: (i) the "Accounts receivable,  less allowance of $663,000 in 2002 and
$303,000  in  2001"  and  "Prepaid  expenses"  line  items  in the  Registrant's
Consolidated  Balance  Sheets and (ii)  Column C of Schedule  II--Valuation  and
Qualifying  Accounts.  This  amendment  refiles the entire  Item 8 --  Financial
Statements and  Supplementary  Data,  including  Schedule II, both of which have
been corrected as indicated above and are reproduced below


                                    PART II

Item 8.  Financial Statements and Supplementary Data.

                     Sanderson Farms, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEETS


                                                                             October 31
                                                                    2002                    2001
                                                                    ----------------------------
                                                                           (In thousands)

                                                                                   
Assets
Current assets:
   Cash and cash equivalents                                      $   9,542              $ 24,175
   Accounts receivable, less allowance of $663,000 in
   2002 and $303,000 in 2001                                         41,073                40,187
   Inventories                                                       57,964                52,350
   Refundable income taxes                                            2,764                     0
   Prepaid expenses                                                  12,121                 9,452
                                                                   --------               -------
Total current assets                                                123,464               126,164
Property, plant and equipment:
     Land and buildings                                             134,076               130,366
       Machinery and equipment                                      255,590               248,621
                                                                    -------               -------
                                                                    389,666               378,987
     Accumulated depreciation                                      (233,183)             (216,801)
                                                                    -------               -------
                                                                    156,483               162,186
Other assets                                                            563                   621
                                                                    -------               -------
Total assets                                                       $280,510              $288,971
                                                                    =======               =======

Liabilities and Stockholders' Equity
Current liabilities:
     Accounts payable                                                25,258              $ 20,309
     Accrued expenses                                                26,511                25,708
     Current maturities of long-term debt                             3,243                 3,178
                                                                    -------               -------
Total current liabilities                                            55,012                49,195
Long-term debt, less current maturities                              49,969                77,212
Claims payable                                                        2,600                 2,400
Deferred income taxes                                                17,038                15,825
Stockholders' equity:
     Preferred Stock:
         Series A Junior Participating Preferred Stock, $100
         par value:  authorized shares-500,000; none issued
         Par value to be determined by the Board of Directors:
         authorized shares-4,500,000; none issued
     Common Stock, $1 par value:  authorized shares-100,000,000;
         issued and outstanding shares-13,051,026 in 2002 and
              13,564,955 in 2001                                     13,051                13,565
     Paid-in capital                                                      0                 2,945
     Retained earnings                                              142,840               127,829
                                                                    -------               -------
Total stockholders' equity                                          155,891               144,339
                                                                    -------               -------
Total liabilities and stockholders' equity                         $280,510              $288,971
                                                                    =======               =======


                             See accompanying notes.






                                                 Sanderson Farms, Inc. and Subsidiaries
                                                  CONSOLIDATED STATEMENTS OF INCOME

                                                                                    Years Ended October 31
                                                                       2002               2001                    2000
                                                                     -------            --------                -------
                                                                 (In thousands, except per share data)
                                                                                                       
Net sales                                                            $743,665              $706,002             $605,911
Cost and expenses:
  Cost of sales                                                       663,161               626,693              580,136
  Selling, general and administrative                                  30,527                28,215               26,363
                                                                      -------               -------              -------
                                                                      693,688               654,908              606,499
                                                                      -------               -------              -------

Operating income (loss)                                                49,977                51,094                 (588)
Other income (expense):
 Interest income                                                          185                   377                  213
 Interest expense                                                      (3,681)               (6,753)              (8,195)
 Other                                                                     (1)                   54                   69
                                                                       ------                ------               ------
                                                                       (3,497)               (6,322)              (7,913)
                                                                       ------                ------               ------
Income (loss) before income taxes and cumulative effect
  of accounting change                                                 46,480                44,772               (8,501)
Income tax expense (benefit)                                           17,640                16,988               (3,164)
                                                                       ------                ------               ------
Income (loss) before cumulative effect
  of accounting change                                                 28,840                27,784               (5,337)
                                                                       ======                ======               ======
Cumulative effect of accounting change (net of income
  taxes of $140,000)                                                        0                     0                 (234)
                                                                       ------                ------               ------

Net income (loss)                                                     $28,840               $27,784              $(5,571)
                                                                       ======                ======               ======
Basic net income (loss) per share:
  Income (loss) before cumulative
    effect of accounting change                                       $  2.18               $  2.04              $  (.39)
  Cumulative effect of accounting change                                    0                     0                 (.02)
                                                                       ------                ------               ------
  Net income (loss) per share                                         $  2.18               $  2.04              $  (.41)
                                                                       ======                ======               ======
Diluted net income (loss) per share:
  Income (loss) before cumulative
    effect of accounting change                                       $  2.15               $  2.04              $  (.39)
  Cumulative effect of accounting change                                    0                     0                 (.02)
                                                                       ------                ------               ------
  Net income (loss) per share                                         $  2.15               $  2.04              $  (.41)
                                                                       ======                ======               ======
Weighted average shares outstanding:
    Basic                                                              13,200                13,596               13,726
                                                                       ======                ======               ======
    Diluted                                                            13,429                13,640               13,726
                                                                       ======                ======               ======



                             See accompanying notes.






                     Sanderson Farms, Inc. and Subsidiaries
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY



                                                                                                  Total
                                                 Common Stock           Paid-In    Retained    Stockholders'
                                             Shares        Amount       Capital    Earnings       Equity
                                                     (In thousands, except shares and per share amounts)

                                                                                
Balance at November 1, 1999                 13,932,455       $13,932      $5,835    $111,077   $130,844
  Net loss for year                                                                   (5,571)    (5,571)
  Cash dividends ($.20 per share)                                                     (2,740)    (2,740)
  Purchase and retirement of
     common stock                             (299,500)         (299)     (2,219)                (2,518)
                                             ----------------------------------------------------------
Balance at October 31, 2000                  13,632,955       13,633       3,616     102,766    120,015
  Net income for year                                                                 27,784     27,784
  Cash dividends ($.20 per share)                                                     (2,721)    (2,721)
  Purchase and retirement of
     common stock                               (68,000)         (68)       (671)                  (739)
                                             ----------------------------------------------------------
Balance at October 31, 2001                  13,564,955       13,565       2,945     127,829    144,339
  Net income for year                                                                 28,840     28,840
  Cash dividends ($.40 per share)                                                     (5,245)    (5,245)
  Purchase and retirement of
     common stock                              (736,079)        (736)     (5,320)     (8,584)   (14,640)
   Issuance of common stock                     222,150          222       2,375                  2,597
                                             ----------------------------------------------------------

Balance at October 31, 2002                  13,051,026      $13,051      $    0     $142,840  $155,891
                                             ==========================================================


                             See accompanying notes.






                              SANDERSON FARMS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS




                                                                      Years Ended October 31
                                                             2002               2001             2000
                                                             ----------------------------------------
                                                                          (In thousands)
                                                                                       
Operating activities
Net income (loss)                                           $28,840           $27,784           $(5,571)
Adjustments to reconcile net income (loss) to net cash
  provided by operating activities:
   Cumulative effect of accounting change                         0                 0               374
   Depreciation and amortization                             24,710            25,722            26,432
   Provision for losses on accounts receivable                  360                44             1,413
   Deferred income taxes                                      1,340              (178)              340
   Change in assets and liabilities:
      Accounts  receivable                                   (1,246)           (3,193)           (1,874)
      Inventories                                            (5,614)           (2,088)           (2,628)
      Prepaid expenses and refundable income taxes           (5,560)            2,791            (3,647)
      Other assets                                             (141)             (205)               30
      Accounts  payable                                       4,949             2,802             5,002
      Accrued expenses and claims payable                     1,003            11,173               463
                                                             ------            ------            ------
Total adjustments                                            19,801            36,868            25,905
                                                             ------            ------            ------
Net cash provided by operating activities                    48,641            64,652            20,334


Investing activities
Capital expenditures                                        (19,704)          (14,587)          (16,557)
Net proceeds from sale of property and equipment                896                86               217
                                                             ------            ------            ------
Net cash used in investing activities                       (18,808)          (14,501)          (16,340)

Financing activities
Net change in revolving credit                              (24,000)          (28,000)            6,000
Principal payments on long-term debt                         (2,958)           (2,954)           (2,950)
Principal payments on capital lease obligation                 (220)             (205)             (195)
Dividends paid                                               (5,245)           (2,721)           (2,740)
Purchase and retirement of common stock                     (14,640)             (739)           (2,518)
Net proceeds from common stock issued                         2,597                 0                 0
                                                             ------            ------             -----
Net cash used in financing activities                       (44,466)          (34,619)           (2,403)
                                                             ------            ------             -----
Net change in cash and cash equivalents                     (14,633)           15,532             1,591
Cash and cash equivalents
  at beginning of year                                       24,175             8,643             7,052
                                                             ------            ------            ------
Cash and cash equivalents
  at end of year                                              9,542           $24,175           $ 8,643
                                                             ======            ======            ======

Supplemental disclosure of cash flow information:
  Income taxes paid (refunded), net                         $18,675           $12,372           $   (67)
                                                             ======            ======            ======
  Interest paid                                             $ 3,993           $ 6,920           $ 8,728
                                                             ======            ======            ======


                             See accompanying notes.





  Sanderson Farms, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Significant Accounting Policies

Principles of Consolidation:  The consolidated  financial statements include the
accounts  of  Sanderson  Farms,   Inc.  (the  "Company")  and  its  wholly-owned
subsidiaries.  All significant intercompany  transactions and accounts have been
eliminated in consolidation.

Business: The Company is engaged in the production, processing, marketing and
distribution of fresh and frozen chicken and other prepared food items. The
Company's net sales and cost of sales are significantly affected by market price
fluctuations of its principal products sold and of its principal feed
ingredients, corn and other grains.

The Company sells to retailers, distributors and fast food operators primarily
in the southeastern, southwestern and western United States. Revenue is
recognized when product is delivered to customers. Revenue on certain
international sales is recognized upon transfer of title, which may occur after
shipment. Management periodically performs credit evaluations of its customers'
financial condition and generally does not require collateral. Shipping and
handling costs are included as a component of cost of sales.

Use of Estimates: The preparation of the consolidated financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the amounts
reported in the consolidated financial statements and accompanying notes. Actual
results could differ from those estimates.

Cash Equivalents: The Company considers all highly liquid investments with
maturities of ninety days or less when purchased to be cash equivalents.

Inventories: Processed food and poultry inventories and inventories of feed,
eggs, medication and packaging supplies are stated at the lower of cost
(first-in, first-out method) or market.

Live poultry inventories of broilers are stated at the lower of cost or market
and breeders at cost less accumulated amortization. The costs associated with
breeders, including breeder chicks, feed, medicine and grower pay, are
accumulated up to the production stage and amortized over nine months using the
straight-line method.

Property, Plant and Equipment: Property, plant and equipment is stated at cost.
Depreciation of property, plant and equipment is provided by the straight-line
and units of production methods over the estimated useful lives of 19 to 39
years for buildings and 3 to 7 years for machinery and equipment.

Impairment of Long-Lived Assets: The Company continually reevaluates the
carrying value of its long-lived assets for events or changes in circumstances
which indicate that the carrying value may not be recoverable. As part of this
reevaluation, the Company estimates the future cash flows expected to result
from the use of the asset and its eventual disposal. If the sum of the expected
future cash flows (undiscounted and without interest charges) is less than the
carrying amount of the asset, an impairment loss is recognized through a charge
to operations.

Income Taxes: Deferred income taxes are accounted for using the liability method
and relate principally to cash basis temporary differences and depreciation
expense accounted for differently for financial and income tax purposes.
Effective November 1, 1988, the Company changed from the cash to the accrual
basis of accounting for its farming subsidiary. The Taxpayer Relief Act of 1997
(the "Act") provides that the taxes on the cash basis temporary differences as
of that date are payable over 20 years beginning in fiscal 1998 or in full in
the first fiscal year in which the Company fails to qualify as a "Family Farming
Corporation." The Company will continue to qualify as a "Family Farming
Corporation" provided there are no changes in ownership control, which
management does not anticipate during fiscal 2003.

Stock  Based  Compensation:  The Company  accounts  for stock  option  grants in
accordance with APB Opinion No. 25, "Accounting for Stock Issued to Employees."

Earnings Per Share: Basic earnings per share is based upon the weighted average
number of common shares outstanding during the year. Diluted earnings per share
includes any dilutive effects of options, warrants, and convertible securities.

Fair Value of Financial Instruments: The carrying amounts for cash and temporary
cash investments approximate their fair values. The carrying amounts of the
Company's borrowings under its credit facilities and long-term debt also
approximate the fair values based on current rates for similar debt.

Impact of Recently Issued Accounting Standards: Effective in fiscal 2001, The
Company adopted FASB No. 133, "Accounting for Derivative Instruments and Hedging
Activities", which required all derivatives to be recorded on the balance sheet
at fair value. The adoption of this statement had no effect on the consolidated
earnings and financial position of the Company.

In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5, "Reporting the Costs of Start-Up Activities," which
requires that costs related to start-up activities be expensed as incurred.
Prior to October 31, 1999, the Company capitalized its start-up costs. The
Company adopted the provisions of the Statement of Position 98-5, "Reporting the
Costs of Start-Up Activities," which required that costs related to start-up
activities be expensed as incurred in its consolidated financial statements in
the first quarter of fiscal 2000. The effect of adoption of SOP 98-5 during
fiscal 2000 was to record a charge for the cumulative effect of an accounting
change of $234,000 (net of income taxes of $140,000) or $.02 per basic and
diluted earnings per share.

2. Inventories

Inventories consisted of the following:

                                                   October 31
                                           2002                  2001
                                        -----------------------------
                                                (In thousands)

Live poultry-broilers and breeders       $33,392               $30,649
Feed, eggs and other                       7,389                 6,597
Processed poultry                          8,423                 5,894
Processed food                             4,507                 4,918
                                          ------                ------
Packaging materials                        4,253                 4,292
                                          ------                ------
                                         $57,964               $52,350
                                          ======                ======







3. Long-term Credit Facilities and Debt

Long-term debt consisted of the following:

                                                             October 31
                                                     2002                2001
                                                     ----                ----
                                                          (In  thousands)

Revolving credit agreement with banks
  (weighted average rate of 5.1% at
  October 31, 2002)                                   $20,000            $44,000
Term loan with an insurance company,
  accruing interest at 7.49%; due in
  annual principal installments of $2,850,000           2,900              5,750
Term loan with an insurance company,
  accruing interest at 6.65%; due in annual
  principal installments of $2,857,000,
  beginning in July 2004                               20,000             20,000
Note payable, accruing interest at 5%;
   due in annual installments of $161,400,
   including interest, maturing in 2009                   957              1,065
6% Mississippi Business Investment Act
  bond-capital lease obligation, due
November 1, 2012                                        3,055              3,275
Robertson County, Texas, Industrial
  Revenue Bonds accruing interest
  at a variable rate, 2.4% at October
   31, 2002; with optional annual principal
   installments of $900,000, due
   November 1, 2005                                     6,300              6,300
                                                       ------             ------
                                                       53,212             80,390
Less current maturities of long-term debt               3,243              3,178
                                                       ------             ------
                                                      $49,969            $77,212
                                                       ======             ======


The Company has a $100.0 million ($80.0 million available at October 31, 2002)
revolving credit agreement with four banks, which extends to fiscal 2005.
Borrowings are at prime or below and may be prepaid without penalty. A
commitment fee of .25% is payable quarterly on the unused portion of the
revolver. Covenants related to the revolving credit and the term loan agreements
include requirements for maintenance of minimum consolidated net working
capital, tangible net worth, debt to total capitalization and current ratio. The
agreements also establish limits on dividends, assets that can be pledged and
capital expenditures.

Property, plant and equipment with a carrying value of approximately $4,127,933
million is pledged as collateral to a note payable and the capital lease
obligation.

The aggregate  annual  maturities  of long-term  debt at October 31, 2002 are as
follows (in thousands):


    Fiscal Year                    Amount

       2003                        $ 3,243
       2004                          6,264
       2005                         11,285
       2006                         11,306
       2007                         11,333
      Thereafter                     9,781
                                   -------
                                   $53,212
                                   =======



4. Income Taxes

Income tax expense (benefit) consisted of the following:
                               Years Ended October 31
                                          2002       2001        2000
                                          -----------------------------
                                                (In thousands)

Current:
 Federal                               $14,670     $15,518     $(3,600)
 State                                   1,630       1,450         (44)
                                       -------------------------------
                                        16,300      16,968      (3,644)
Deferred:
 Federal                                 1,226        (264)        325
 State                                     114         284          15
                                       -------------------------------
                                         1,340          20         340
                                       -------------------------------
                                        17,640      16,988      (3,304)
Less income tax expense applicable
  to cumulative effect of accounting
  change                                     0           0         140
                                       -------------------------------

Income tax expense (benefit) applicable
  to income (loss) before cumulative
  effect of accounting change          $17,640     $16,988     $(3,164)
                                       ===============================








Significant components of the Company's deferred tax assets and liabilities were
as follows:

                                                               October 31,
                                                         2002              2001
                                                        -----------------------
                                                             (In thousands)
Deferred tax liabilities:
 Cash basis temporary differences                        $2,994        $ 3,193
 Property, plant and equipment                           14,986         13,937
 Prepaid and other assets                                 1,066            278
                                                         ------         ------
Total deferred tax liabilities                           19,046         17,408

Deferred tax assets:
 Accrued expenses and accounts receivable                 3,736          3,156
 State net operating loss and credit carryforwards            0            282
                                                         ------         ------
Total deferred tax assets                                 3,736          3,438
                                                         ------         ------
Net deferred tax liabilities                            $15,310        $13,970
                                                         ======         ======

Current deferred tax assets
 (included in prepaid expenses)                         $ 1,728        $ 1,855
Long-term deferred tax liabilities                       17,038         15,825
                                                         ------         ------
Net deferred tax liabilities                            $15,310        $13,970
                                                         ======         ======


The  differences  between  the  consolidated  effective  income tax rate and the
federal statutory rate are as follows:

                                                              Years ended
                                                               October 31
                                                      2002       2001      2000
                                                     --------------------------
                                                             (In thousands)

Income taxes (benefit) at statutory rate           $16,268    $15,670   $(3,018)
State income taxes (benefit)                         1,511      1,754       (19)
State income tax credit                                  0       (627)        0
Increase in deferred taxes
   for change in income tax rate                         0        367         0
Other, net                                            (139)      (176)     (267)
                                                    ----------------------------
Income tax expense (benefit)                       $17,640    $16,988   $(3,304)
                                                    ============================


5. Employee Benefit Plans

The Company has an Employee Stock Ownership Plan ("ESOP") covering substantially
all employees. Contributions to the ESOP are determined at the discretion of the
Company's Board of Directors. Total contributions to the ESOP were $2,500,000
and $2,300,000 in fiscal 2002 and 2001, respectively. The Company did not make a
contribution to the ESOP in fiscal 2000.

The Company has a 401(k) Plan which covers substantially all employees after six
months of service. Participants in the Plan may contribute up to the maximum
allowed by IRS regulations. Effective July 1, 2000, the Company matches 100% of
employee contributions to the 401(k) Plan up to 3% of each employee's
compensation and 50% of employee contributions between 3% and 5% of each
employee's compensation. The Company's contributions to the 401(k) Plan totaled
$1,463,000 in fiscal 2002, $1,411,000 in fiscal 2001 and $457,000 in fiscal
2000.

6.  Stock Option Plan

The Company has elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" and related interpretations in
accounting for its employee stock options because the alternative fair value
accounting provided for under FASB Statement No. 123, "Accounting for
Stock-Based Compensation," requires use of option valuation models that were not
developed for use in valuing employee stock options.

Under the Company's Stock Option Plan, 750,000 shares of Common Stock have been
reserved for grant to key management personnel. Options granted in fiscal 2002,
2001 and 2000 have ten-year terms and vest over four years beginning one year
after the date of grant.

Pro forma information regarding net income (loss) and earnings (loss) per share
is required by Statement 123, and has been determined as if the Company had
accounted for its employee stock options under the fair value method of that
Statement. The fair value for these options was estimated at the date of grant
using a Black-Scholes option pricing model with the following weighted average
assumptions: risk-free interest rate of 3.5% in fiscal 2002 and 5.0% in fiscal
2001 and 6.6% in fiscal 2000; dividend yields of 2.0% for fiscal 2002 and fiscal
2001and 2.7% for fiscal 2000; volatility factors of the expected market price of
the Company's Common Stock of .325 for fiscal 2002, .350 for fiscal 2001 and
..302 for fiscal 2000; and a weighted-average expected life of the options of
four years.

The weighted-average fair value of options granted was $4.73 in fiscal 2002,
$3.24 in fiscal 2001 and $1.94 in fiscal 2000. The pro forma effect of the
estimated fair value of the options granted was insignificant to the Company's
net income (loss) and net income (loss) per share in fiscal 2002, 2001, and
2000.

A summary of the Company's stock option activity and related information is as
follows:



                                                          Weighted-Average
                                          Shares           Exercise Price
                                          -------------------------------
                                                         
Outstanding at November 1, 1999           582,000              $12.90
    Granted                               141,000                7.47
    Forfeited                             (84,000)              11.60
                                          -------
Outstanding at October 31, 2000           639,000               11.83
   Granted                                 71,500               11.10
   Forfeited                              (87,500)              11.11
Outstanding at October 31, 2001           623,000               11.81
   Granted                                322,886               18.05
   Exercised                             (222,150)              11.79
   Forfeited                               (2,000)               7.47
                                          -------               -----
Outstanding at October 31, 2002           721,736              $14.41
                                          =======               =====



The exercise price of the options outstanding as of October 31, 2002 ranged from
$7.19 to $18.55 per share. At October 31, 2002, the weighted average remaining
contractual life of the options outstanding was 8 years and 305,537 options were
exercisable.

In fiscal 2000, the Company granted 141,000 "phantom shares" to certain key
management personnel. Upon exercise of a phantom share, the holder will receive
a cash payment or an equivalent number of shares of the Company's Common Stock,
at the Company's option, equal to the excess of the fair market value of the
Company's Common Stock over the phantom share award value of $7.47 per share.
The phantom shares have a ten-year term and vest over four years beginning one
year after the date of grant. Compensation expense of $421,000 and $555,000 is
included in selling, general and administrative expense in the accompanying
consolidated statement of income for fiscal 2002 and fiscal 2001, respectively.
No compensation expense was recognized applicable to the phantom shares in
fiscal 2000 because the award value exceeded the fair market value of the
Company's Common Stock.

7. Shareholder Rights Agreement

On April 22, 1999, the Company adopted a shareholder rights agreement (the
"Agreement") with similar terms as the previous one. Under the terms of the
Agreement a one share purchase ("right") was declared as a dividend for each
share of the Company's Common Stock outstanding on May 4, 1999. The rights do
not become exercisable and certificates for the rights will not be issued until
ten business days after a person or group acquires or announces a tender offer
for the beneficial ownership of 20% or more of the Company's Common Stock.
Special rules set forth in the Agreement apply to determine beneficial ownership
for members of the Sanderson family. Under these rules, such a member will not
be considered to beneficially own certain shares of Common Stock, the economic
benefit of which is received by any member of the Sanderson family, and certain
shares of Common Stock acquired pursuant to employee benefit plans of the
Company.

The exercise price of a right has been established at $75. Once exercisable,
each right would entitle the holder to purchase one one-hundredth of a share of
Series A Junior Participating Preferred Stock, par value $100 per share. The
rights may be redeemed by the Board of Directors at $.01 per right prior to an
acquisition, through open market purchases, a tender offer or otherwise, of the
beneficial ownership of 20% or more of the Company's Common Stock, or by
two-thirds of the Directors who are not the acquirer, or an affiliate of the
acquirer prior to the acquisition of 50% or more of the Company's Common Stock
by such acquirer. The rights expire on May 4, 2009.



8.  Other Matters


On April 5, 2000, thirteen individuals claiming to be former hourly employees of
the Company's processing subsidiary (Sanderson Farms, Inc. (Processing Division)
(the "Processing Division")) filed a lawsuit in the United States District Court
for the Southern District of Texas claiming that the Processing Division
violated requirements of the Fair Labor Standards Act. The Plaintiffs' lawsuit
also purported to represent similarly situated workers who filed consents to be
included as plaintiffs in the suit. A total of 109 individuals consented to join
the lawsuit.

The lawsuit alleges that the Processing Division (1) failed to pay its hourly
employees "for time spent donning and doffing sanitary and safety equipment,
obtaining and sharpening knives and scissors, working in the plant and elsewhere
before and after the scheduled end of the shift, cleaning safety equipment and
sanitary equipment, and walktime," and (2) altered employee time records by
using an automated time keeping system. Plaintiffs further claim that the
Processing Division concealed the alteration of time records and seek on that
account an equitable tolling of the statute of limitations beyond the three-year
limitation period back to the date the automated time-keeping system was
allegedly implemented.

Plaintiffs sought an unspecified amount of unpaid hourly and overtime wages plus
an equal amount as liquidated damages, for present and former hourly employees
who file consents to join in the lawsuit. There were 6,476 hourly workers
employed at the Processing Division's plants as of October 31, 2002.

On April 24, 2001, the Court granted the Processing Division's summary judgment
motion and entered a final judgment in favor of the Processing Division.
Plaintiffs appealed that decision to the United States Fifth Circuit Court of
Appeals. On March 7, 2002, the United States Fifth Circuit Court of Appeals
affirmed the decision of the United States District Court granting the
Processing Division's motion for summary judgment. The plaintiffs had 90 days
from March 7, 2002 to request that the United States Supreme Court hear an
appeal of this case, which time has expired.

On May 15, 2000, an employee of the Company's production subsidiary (Sanderson
Farms, Inc. (Production Division) (the "Production Division")), filed suit
against the Production Division in the United States District Court for the
Southern District of Texas on behalf of live-haul drivers to recover an
unspecified amount of overtime compensation and liquidated damages.
Approximately 26 employees filed consents to join in this lawsuit.

Previously, the United States Department of Labor ("DOL") filed a similar suit
against the Production Division in the United States District Court for the
Southern District of Mississippi, Hattiesburg Division, on behalf of live-haul
employees at the Production Division's Laurel, Mississippi facility. Both
lawsuits were brought under the Fair Labor Standards Act and seek recovery of
overtime compensation, together with an equal amount as liquidated damages, for
live-haul employees (i.e., live-haul drivers, chicken catchers, and
loader-operators) employed by the Production Division. The lawsuits assert that
additional overtime compensation and liquidated damages may be owed to certain
employees. The lawsuits also seek an injunction to prevent the withholding of
overtime compensation to live-haul employees in the future.


On January 18, 2001, the United States District Court for the Southern District
of Texas granted the Production Division's request to move the suit pending
before that court to the Southern District of Mississippi, Hattiesburg Division.
The Production Division later filed its motion with the United States District
Court for the Southern District of Mississippi to have the two cases
consolidated, which motion was granted. On February 4, 2002, the Production
Division reached a settlement with the Department of Labor that fully and
completely compromised and settled the claims of all live-haul employees in the
Production Division, other than certain Production Division employees
represented in a collective bargaining agreement in Texas. The settlement,
approved by the court on March 11, 2002, and pursuant to which the Production
Division paid during its second fiscal quarter (accrued during its first fiscal
quarter) approximately $450,000 in back pay and interest to the involved current
and former employees in the Production Division's Mississippi and Texas
operations, terminates the private rights of these employees under the Fair
Labor Standards Act with respect to the claims made in this suit. With respect
to approximately 74 employees represented under a collective bargaining
agreement in Texas, the court entered its Order Granting Joint Motion for Court
Approval of Settlement on November 4, 2002. The final settlement of this matter
will become effective upon a ruling by the court on the plaintiff's request for
award of attorney's fees. The court is scheduled to hear arguments on the
attorney's fees issue on January 7, 2003. The Production Division will pay
approximately $188,000 in back pay to the Texas employees as part of the
settlement, and this amount is accrued and reflected in the Company's
accompanying consolidated financial statements.

Substantially similar lawsuits to those described above have been filed against
other integrated poultry companies. In addition, organizing activity conducted
by the representatives or affiliates of the United Food and Commercial Workers
Union against the poultry industry has encouraged worker participation in these
and the other lawsuits.

On September 26, 2000, three current and former contract growers filed suit
against the Company in the Chancery Court of Lawrence County, Mississippi. The
plaintiffs filed suit on behalf of "all Mississippi residents to whom, between
on or about November 1981 and the present, the Company induced into growing
chickens for it and paid compensation under the so-called `ranking system'."
Plaintiffs allege that the Company "has defrauded plaintiffs by unilaterally
imposing and utilizing the so-called `ranking system' which wrongfully places
each grower into a competitive posture against other growers and arbitrarily
penalizes each less successful grower based upon criteria which were never
revealed, explained or discussed with plaintiffs." Plaintiffs further allege
that they are required to accept chicks that are genetically different and with
varying degrees of healthiness, and feed of dissimilar quantity and quality.
Finally, plaintiffs allege that they are ranked against each other although they
possess dissimilar facilities, equipment and technology. Plaintiffs seek an
unspecified amount in compensatory and punitive damages, as well as varying
forms of equitable relief.

The Company is vigorously defending and will continue to vigorously defend this
action. On November 22, 2002, the Court denied the Company's motions to compel
arbitration, challenging the jurisdiction of the Chancery Court of Lawrence
County, Mississippi, and seeking to have the case dismissed pursuant to rule
5(c) of the Mississippi Rules of Civil Procedure. The Company then filed its
motion for interlocutory appeal on these issues with the Mississippi State
Supreme Court. On December 6, 2002, the Mississippi State Supreme Court agreed
to hear this motion and stayed the action in the Chancery Court pending
disposition of this motion. This matter is pending. As with the wage and hour
and donning and doffing lawsuits discussed above, substantially similar lawsuits
have been filed against other integrated poultry companies.

On August 2, 2002, three contract egg producers filed suit against the Company
in the Chancery Court of Jefferson Davis County, Mississippi. The Plaintiffs
filed suit on behalf of "all Mississippi residents who, between June 1993 and
the present, [the Company] fraudulently and negligently induced into housing,
feeding and providing water for [the Company's] breeder flocks and gathering,
grading, packaging and storing the hatch eggs generated by said flocks and who
have been compensated under the payment method established by the [Company]."
Plaintiffs alleged that the Company "has defrauded Plaintiffs by unilaterally
imposing and utilizing a method of payment which wrongfully and arbitrarily
penalizes each grower based upon criteria which are under the control of the
[Company] and which were never revealed, explained or discussed with each
Plaintiff." Plaintiffs allege that they were required to accept breeder hens and
roosters which are genetically different, with varying degrees of healthiness,
and feed of dissimilar quantity and quality. Plaintiffs further allege
contamination of and damage to their real property. Plaintiffs alleged that they
were "fraudulently and negligently induced into housing, feeding and providing
water for the Company's breeder flocks and gathering, grading, packaging and
storing the hatch eggs produced from said flocks" for the Company. Plaintiffs
seek an unspecified amount of compensatory and punitive damages, as well as
various forms of equitable relief. The Company will vigorously defend this
lawsuit.

On July 25, 2002, a current contract grower and her husband filed suit against
the Company and Farmers State Bank, N.A. in the District Court of Milam County,
Texas. The Plaintiffs alleged "a conspiracy to defraud Plaintiffs in connection
with [the Company's] promotion of a get-rich-quick scheme portrayed to
Plaintiffs as a good investment for Plaintiff's future." The Plaintiffs further
alleged that the Company and Farmers State Bank "conspired to defraud Plaintiffs
by convincing them to purchase farm land, execute loan documents for the
construction of chicken barns, and then forcing them to sign contracts of
adhesion that made Plaintiffs the domestic servants of the defendants." The
Plaintiffs further alleged that the Company and Farmers State Bank violated the
Texas Deceptive Trade Practices-Consumer Protection Act. Plaintiffs seek an
unspecified amount in compensatory damages, treble damages, attorney's fees,
pre- and post-judgement interest and all costs of court. The Plaintiffs also
seek a Permanent Injunction enjoining the Farmers State Bank from foreclosing on
or otherwise taking possession or control of Plaintiff's real estate and the
improvements thereon and other equitable relief. On August 8, 2002, the court
heard arguments on the Plaintiff's motion for permanent injunction and on the
Company's motion to stay the proceeding with respect to its pending arbitration
of the matter as required by the Egg Producers Contract entered into by and
between one of the Plaintiffs and the Company. On August 19, 2002, the court
granted the Company's motion to compel arbitration in this case with respect to
the Company and its grower pursuant to the arbitration provision of the
contract. The case before the District Court of Milam County, Texas will be
stayed pending arbitration between the Company and its grower. No arbitration
date has been set. The Company will vigorously defend this matter.

The Company is also a party to lawsuits  against  various vitamin and methionine
suppliers arising out of alleged price fixing activities by the defendants.  For
more  information  about these  lawsuits,  please see the section of this Report
entitled "Item 7.  Management's  Discussion and Analysis of Financial  Condition
and Results of Operations--Results of Operations."

The Company is also involved in various claims and litigation incidental to its
business. Although the outcome of the matters referred to in the preceding
sentence cannot be determined with certainty, management, upon the advice of
counsel, is of the opinion that the final outcome should not have a material
effect on the Company's consolidated results of operation or financial position.


Sanderson Farms, Inc. and Subsidiaries

                        Valuation and Qualifying Accounts

                                   Schedule II


                                                                            
-----------------------------------------------------------------------------------------------------
          COL. A                    COL. B       COL. C        COL. D        COL. E        COL. F
-----------------------------------------------------------------------------------------------------
                                    Balance at   Charged to    Charged to                  Balance at
                                    Beginning    Costs and     Other         Deductions    End of
      Classification                of Period    Expenses      Accounts      Describe(1)   Period
-----------------------------------------------------------------------------------------------------
                                                        (In Thousands)
Year ended October 31, 2002
Deducted from accounts
  receivable:
    Allowance for doubtful
      accounts
Totals                                 $303       $360                            $0          $663

Year ended October 31, 2001
Deducted from accounts
  receivable:
    Allowance for doubtful
      accounts
Totals                                 $460        $44                          $201          $303

Year ended October 31, 2000
Deducted from accounts
  receivable:
    Allowance for doubtful
      Accounts
Totals                                 $249     $1,413                        $1,202          $460





(1) Uncollectible accounts written off, net of recoveries




                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                   SANDERSON FARMS, INC.



                                                   /s/Joe F. Sanderson, Jr.
                                                   Chairman of the Board,
                                                   President and Chief Executive
                                                   Officer



Date: December 30, 2002

CERTIFICATION


I, Joe F. Sanderson, Jr., certify that:

     1. I have  reviewed  this annual  report on Form 10-K of  Sanderson  Farms,
Inc.;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          a) designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date"); and

          c)  presented  in  this  annual  report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls; and







     6. The registrant's other certifying  officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date:  December 30, 2002

                          /s/ Joe F. Sanderson, Jr.
                          -------------------------
                          Joe F. Sanderson, Jr.
                          President, Chief Executive Officer and
                          Chairman of the Board (Principal
                          Executive Officer)







                                 CERTIFICATION


 I, D. Michael Cockrell, certify that:

     1. I have  reviewed  this annual  report on Form 10-K of  Sanderson  Farms,
Inc.;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          a) designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date"); and

          c)  presented  in  this  annual  report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls; and







     6. The registrant's other certifying  officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date:  December 30, 2002

                                       /s/ D. Michael Cockrell
                                       -----------------------
                                       D. Michael Cockrell
                                       Treasurer, Chief Financial Officer and
                                       Director (Principal Financial Officer)