UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

SANDERSON FARMS, INC.

(Name of Issuer)

Common Stock, $1.00 Par Value Per Share
(Title of Class of Securities)

800013104

December 31, 2008

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		800013104	13G	Page		2		of		8	Pages

*SEE INSTRUCTION BEFORE FILLING OUT

CUSIP No.		800013104	13G	Page		3		of		8	Pages

*SEE INSTRUCTION BEFORE FILLING OUT

CUSIP No.		800013104	13G	Page		4		of		8	Pages

*SEE INSTRUCTION BEFORE FILLING OUT

Item 1(a)               Name of Issuer:

Sanderson Farms, Inc.

Item 1(b)               Address of Issuer’s Principal Executive Offices:

127 Flynt Road, Laurel, Mississippi 39443

Items 2(a)             Name of Person Filing:

This statement is filed by: (i) S.A.C. Capital Advisors, LLC (“SAC Capital Advisors”) with respect to shares of common stock, $1.00 par value per share (“Shares”), of the Issuer beneficially owned by S.A.C. Capital Associates, LLC (“SAC Capital Associates”), S.A.C. MultiQuant Fund, LLC (“SAC MultiQuant Fund”) and S.A.C. Select Fund, LLC (“SAC Select Fund”); (ii) S.A.C. Capital Management, LLC (“SAC Capital Management”) with respect to Shares beneficially owned by SAC Capital Associates, SAC MultiQuant Fund and SAC Select Fund; and (iii) Steven A. Cohen with respect to Shares beneficially owned by SAC Capital Advisors, SAC Capital Management, SAC Capital Associates, SAC MultiQuant Fund and SAC Select Fund.

Item 2(b)              Address of Principal Business Office:

The address of the principal business office of (i) SAC Capital Advisors and Mr. Cohen is 72 Cummings Point Road, Stamford, Connecticut 06902, and (ii) SAC Capital Management is 540 Madison Avenue, New York, New York 10022.

Item 2(c)              Citizenship:

SAC Capital Advisors and SAC Capital Management are Delaware limited liability companies. Mr. Cohen is a United States citizen.

Item 2(d)              Title of Class of Securities:

Common Stock, $1.00 par value per share

Item 2(e)              CUSIP Number:

800013104

Item 3                   Not Applicable

Item 4                   Ownership:

As of the close of business on December 31, 2008:

1. S.A.C. Capital Advisors, LLC

(a) Amount beneficially owned: -0-
(b) Percent of class: 0%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: -0-

2. S.A.C. Capital Management, LLC (a) Amount beneficially owned: -0-
(b) Percent of class: 0%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: -0-

3. Steven A. Cohen
(a) Amount beneficially owned: -0-
(b) Percent of class: 0%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: -0-

SAC Capital Advisors, SAC Capital Management and Mr. Cohen own directly no Shares. Pursuant to investment management agreements in effect at the time, each of SAC Capital Advisors and SAC Capital Management shared all investment and voting power with respect to the securities held by SAC Capital Associates, SAC MultiQuant Fund and SAC Select Fund. Mr. Cohen controls each of SAC Capital Advisors and SAC Capital Management. Each of SAC Capital Advisors, SAC Capital Management, and Mr. Cohen disclaims beneficial ownership of any of the securities covered by this statement.

Item 5                  Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. þ

Item 6                 Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable

Not Applicable

Item 8            Identification and Classification of Members of the Group:

Not Applicable

Item 9            Notice of Dissolution of Group:

Not Applicable

Item 10          Certification:

     By signing below the signatory certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 8, 2009

S.A.C. CAPITAL ADVISORS, LLC
By:		/s/ Peter Nussbaum
Name: Peter Nussbaum
Title: Authorized Person
S.A.C. CAPITAL MANAGEMENT, LLC
By:		/s/ Peter Nussbaum
Name: Peter Nussbaum
Title: Authorized Person
STEVEN A. COHEN
By:		/s/ Peter Nussbaum
Name: Peter Nussbaum
Title: Authorized Person