As filed with the Securities and Exchange Commission on January 22, 1997
                                                  Registration No. 333-
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                             CAL-MAINE FOODS, INC.
            (Exact name of registrant as specified in its charter)

           DELAWARE                                        64-0500378
(State or other jurisdiction of                   (IRS Employer Identification
 incorporation or organization)                    Number)

                 3320 WOODROW WILSON DRIVE, JACKSON, MS 39209
          (Address of Principal Executive Offices including Zip Code)

                 CAL-MAINE FOODS, INC. 1993 STOCK OPTION PLAN
                             (Full title of plan)

                              FRED R. ADAMS, JR.
               CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                             CAL-MAINE FOODS, INC.
                           3320 WOODROW WILSON DRIVE
                               JACKSON, MS 39209
                                (601) 948-6813
          (Name, address and telephone number of agent for services)

                                  Copies to:

                             Arthur H. Bill, Esq.
                        Freedman, Levy, Kroll & Simonds
                   1050 Connecticut Avenue, N.W. (Suite 825)
                            Washington, D.C. 20036
                           Telephone: (202)457-5103
                              Fax: (202)457-5151

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF         AMOUNT                            PROPOSED MAXIMUM
SECURITIES       TO BE         PROPOSED MAXIMUM    AGGREGATE           AMOUNT OF
TO BE            REGISTERED    OFFERING PRICE      OFFERING PRICE      REGISTRATION
REGISTERED       (1)           PER SHARE (2)       (2)                 FEE
<S>              <C>           <C>                 <C>                 <C>
Common Stock,    800,000       $7.875              $6,300,000          $1,909.09
$.01 par value   shares
</TABLE>

(1)  Includes an  indeterminate  number of shares of Common  Stock that may be
issuable by reason of stock splits, stock dividends or similar transactions in
accordance with Rule 416 under the Securities Act of 1933.

(2)  The  amounts  are based upon the  average of the high and low sale prices
for the Common Stock as reported on the NASDAQ  National Market on January 16,
1997 and are used solely for the purpose of calculating the  registration  fee
pursuant to paragraphs  (c) and (h)(1) of Rule 457 under the Securities Act of
1933.

<PAGE>

                                    PART I

                      INFORMATION REQUIRED IN PROSPECTUS

     The information  called for in Part I of Form S-8 is not being filed with
or included in this Form S-8 (by  incorporation  by reference or otherwise) in
accordance  with the rules and  regulations  of the  Securities  and  Exchange
Commission (the "SEC").

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  previously filed by Cal-Maine Foods,  Inc. (the
"Company")  with the SEC are  incorporated in this  Registration  Statement by
reference and deemed to be a part hereof:

     1.   The Company's Prospectus, dated December 11, 1996, filed pursuant to
Rule  424(b)  under  the  Securities  Act of 1933 (the  "Securities  Act") and
included  in the  Company's  Registration  Statement  on Form  S-1  (File  No.
333-14809).

     2.   The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
November 30, 1996, filed pursuant to the Securities  Exchange Act of 1934 (the
"Exchange Act").

     3.   The  description of the Company's  Common Stock,  par value $.01 per
share (the "Common Stock"),  contained in the Company's Registration Statement
on Form 8-A, as filed on October 28, 1996 under  Section 12(g) of the Exchange
Act.

     In  addition,  all  documents  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  after  the  date of this
Registration  Statement and prior to the filing of a post-effective  amendment
which  indicates  that all  securities  offered hereby have been sold or which
deregisters all such securities then remaining  unsold,  shall be deemed to be
incorporated  in this  Registration  Statement by  reference  and to be a part
hereof from the date of filing of such documents;  PROVIDED, HOWEVER, that the
documents  enumerated  above or subsequently  filed by the Company pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act in each year during
which the offering made by this  Registration  Statement is in effect prior to
the filing with the SEC of the  Company's  Annual Report on Form 10-K covering
such year shall not be deemed  incorporated by reference in this  Registration
Statement  and shall not be a part  hereof  from and after the  filing of such
Annual Report on Form 10-K.

                                       2

<PAGE>

     Any  statement  contained  in a  document  incorporated  or  deemed to be
incorporated by reference  herein shall be deemed to be modified or superseded
for  purposes of this  Registration  Statement  to the extent that a statement
contained  herein or in any  subsequently  filed  document which also is or is
deemed to be  incorporated  by reference  herein  modifies or supersedes  such
statement. Any such statement so modified or superseded,  to constitute a part
of this Registration Statement.

     The Company  hereby  undertakes to provide  without charge to each person
who has received a copy of the prospectus to which this Registration Statement
relates, upon the written or oral request of any such person, a copy of any or
all the documents that have been or may be incorporated by reference into this
Registration  Statement,  other than exhibits to such  documents  (unless such
exhibits are incorporated therein by reference).

Item 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company may  indemnify  its  directors,  officers  and certain  other
persons to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law, as amended from time-to-time. In that connection, Article VII
of the Company's By-laws contains  indemnification and advancement of expenses
provisions  generally providing that the Company will indemnify its directors,
officers,  employees and agents to the fullest extent  permitted under Section
145 of the Delaware General Corporation Law in connection with any threatened,
pending or completed action,  suit or proceeding  against expenses  (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by them in connection with such action, suit or proceeding
if they acted in good faith and in a manner they reasonably  believed to be in
or not opposed to the best  interest of the Company,  and, with respect to any
criminal  proceeding,  have no  reasonable  cause to believe their conduct was
unlawful.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

Item 8.  EXHIBITS.

                                       3

<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER           DESCRIPTION
<S>           <C>
4(a)          Cal-Maine Foods, Inc. 1993 Stock Option Plan, as amended.

5             Legal opinion, dated January 20, 1997, of Young, Williams, Henderson
              & Fuselier, P.A. as to the legality of shares offered.

23(a)         Consent of Ernst & Young LLP.

23(b)         Consent of Young, Williams, Henderson & Fuselier, P.A. (Included
              in Exhibit 5 hereto.)

23(c)         Consent of Freedman, Levy, Kroll & Simonds.

25            Power of Attorney.  (Included on signature page of this Registration
              Statement.)
</TABLE>
Item 9.   UNDERTAKINGS.

     1.   The Company hereby undertakes:

          (a)  To file,  during any period in which  offers or sales are being
          made, a post-effective amendment to this Registration Statement:

               (i)    To include any prospectus  required by Section  10(a)(3)
               of the Securities Act;

               (ii)   To reflect in the prospectus any facts or events arising
               after the effective date of the Registration  Statement (or the
               most   recent   post-effective    amendment   thereof)   which,
               individually,  or in the  aggregate,  represent  a  fundamental
               change  in  the  information  set  forth  in  the  Registration
               Statement;

               (iii)  To include any material  information with respect to the
               plan  of   distribution   not   previously   disclosed  in  the
               Registration   Statement  or  any   material   change  to  such
               information in the Registration Statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1) and (a)(ii) do not apply if the
information  required to be included in a  post-effective  amendment  by those
paragraphs is contained in periodic  reports filed by the Company  pursuant to
Section 13 or  Section  15(d) of the  Exchange  Act that are  incorporated  by
reference in the Registration Statement.

                                       4

<PAGE>

               (b)    That, for the purpose of determining any liability under
          the  Securities  Act, each such  post-effective  amendment  shall be
          deemed to be a new registration statement relating to the securities
          offered  therein,  and the offering of such  securities at that time
          shall be deemed to be the initial bona fide offering thereof.

               (c)    To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

          2.   The  Company  hereby   undertakes  that,  for  the  purpose  of
determining  any  liability  under  the  Securities  Act,  each  filing of the
Company's  annual  report  pursuant to Section  13(a) or Section  15(d) of the
Exchange Act that it incorporated by reference in the  Registration  Statement
shall be deemed to be a new registration  statement relating to the securities
offered  therein,  and the offering of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

         3.    Insofar as  indemnification  for liabilities  arising under the
Securities  Act may be  permitted  to  directors  and  officers of the Company
pursuant  to the  foregoing  provisions,  or  otherwise,  the Company has been
informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Act and is  therefore  unenforceable.  In the event
that a claim for  indemnification  against  such  liabilities  (other than the
payment by the Company of expenses incurred or paid by a director,  officer or
controlling  person of the  Company in the  successful  defense of any action,
suit or  proceeding)  is asserted  by such  director,  officer or  controlling
person in connection with the securities being  registered,  the Company will,
unless  in the  opinion  of  its  counsel  the  matter  has  been  settled  by
controlling  precedent,  submit  to a court of  appropriate  jurisdiction  the
question  whether  such  indemnification  by it is  against  public  policy as
expressed  in the Act and will  governed  by the  final  adjudication  of such
issue.

                                       5

<PAGE>

                                  SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant  certifies that it has reasonable  grounds to believe that it meets
all the  requirements  for  filing  on  Form  S-8 and  has  duly  caused  this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized,  in the City of Jackson,  State of Mississippi,  on
this 17th day of January, 1997.

                                  CAL-MAINE FOODS, INC.

                             By: /s/FRED R. ADAMS, JR.
                                 ----------------------------
                                 Fred R. Adams, Jr.
                                 Chairman of the Board and Chief
                                    Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature appears
below  constitutes and appoints Fred R. Adams,  Jr. and/or Bobby J. Raines his
true and lawful  attorneys-in-fact  and agents,  each acting alone,  with full
powers of  substitution,  for him and in his name, place and stead, in any and
all  capacities,  to  sign  any or all  amendments  (including  post-effective
amendments)  to this  Registration  Statement,  and to  file  the  same,  with
exhibits thereto, and other documents in connection  therewith,  with the SEC,
granting unto said attorneys-in-fact and agents, each acting alone, full power
and  authority  to do and perform to all  intents and  purposes as he might or
could  do  in  person,   hereby   ratifying  and   confirming  all  that  said
attorneys-in-fact  and  agents,  each  acting  alone,  or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  or  amendment  thereto has been  signed  below by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
   SIGNATURE                           TITLE                        DATE
<S>                            <C>                            <C>
   /s/FRED R. ADAMS, JR.       Chairman of the Board,         January 17, 1997
   --------------------        Chief Executive Officer
   Fred R. Adams, Jr.          and Director
                               (Principal Executive
                               Officer)
</TABLE>

                                       6

<PAGE>

<TABLE>
<CAPTION>
   SIGNATURE                           TITLE                        DATE
<S>                            <C>                            <C>
   /s/BOBBY J. RAINES          Vice President, Chief          January 17, 1997
   ---------------------       Financial Officer,
   Bobby J. Raines             Treasurer, Secretary
                               and Director
                               (Principal Financial
                               Officer)

   /s/CHARLES F. COLLINS       Vice President,                January 17, 1997
   ---------------------       Controller and
   Charles F. Collins          Director
                               (Principal
                               Accounting Officer)


   /s/RICHARD K. LOOPER        Director                       January 17, 1997
   ---------------------
   Richard K. Looper


   /s/ADOLPHUS B. BAKER        Director                       January 17, 1997
   ---------------------
   Adolphus B. Baker


   /s/JACK B. SELF             Director                       January 17, 1997
   ---------------------
   Jack B. Self

   /S/JOE M. WYATT             Director                       January 17,1997
   ---------------------
   Joe M. Wyatt


   /s/W.D. COX                 Director                       January 17, 1997
   ---------------------
   W.D. Cox


   /s/R. FASER TRIPLETT        Director                       January 17, 1997
   ---------------------
   R. Faser Triplett

</TABLE>
                                       7

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16145}]
{"company-data": {"conformed-name": "CAL MAINE FOODS INC", "cik": "0000016160", "assigned-sic": "0200", "irs-number": "640500378", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20169", "film-number": "97509000"}, "business-address": {"street1": "3320 WOODROW WILSON DRIVE", "city": "JACKSON", "state": "MS", "zip": "39207", "phone": "6019486813"}, "mail-address": {"street1": "3320 WOODROW WILSON DR", "city": "JACKSON", "state": "MS", "zip": "39209"}}
As filed with the Securities and Exchange Commission on January 22, 1997
                                                  Registration No. 333-
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                             CAL-MAINE FOODS, INC.
            (Exact name of registrant as specified in its charter)

           DELAWARE                                        64-0500378
(State or other jurisdiction of                   (IRS Employer Identification
 incorporation or organization)                    Number)

                 3320 WOODROW WILSON DRIVE, JACKSON, MS 39209
          (Address of Principal Executive Offices including Zip Code)

                 CAL-MAINE FOODS, INC. 1993 STOCK OPTION PLAN
                             (Full title of plan)

                              FRED R. ADAMS, JR.
               CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                             CAL-MAINE FOODS, INC.
                           3320 WOODROW WILSON DRIVE
                               JACKSON, MS 39209
                                (601) 948-6813
          (Name, address and telephone number of agent for services)

                                  Copies to:

                             Arthur H. Bill, Esq.
                        Freedman, Levy, Kroll & Simonds
                   1050 Connecticut Avenue, N.W. (Suite 825)
                            Washington, D.C. 20036
                           Telephone: (202)457-5103
                              Fax: (202)457-5151

                        CALCULATION OF REGISTRATION FEE
TITLE OF         AMOUNT                            PROPOSED MAXIMUM
SECURITIES       TO BE         PROPOSED MAXIMUM    AGGREGATE           AMOUNT OF
TO BE            REGISTERED    OFFERING PRICE      OFFERING PRICE      REGISTRATION
REGISTERED       (1)           PER SHARE (2)       (2)                 FEE
Common Stock,    800,000       $7.875              $6,300,000          $1,909.09
$.01 par value   shares
(1)  Includes an  indeterminate  number of shares of Common  Stock that may be
issuable by reason of stock splits, stock dividends or similar transactions in
accordance with Rule 416 under the Securities Act of 1933.

(2)  The  amounts  are based upon the  average of the high and low sale prices
for the Common Stock as reported on the NASDAQ  National Market on January 16,
1997 and are used solely for the purpose of calculating the  registration  fee
pursuant to paragraphs  (c) and (h)(1) of Rule 457 under the Securities Act of
1933.
PART I

                      INFORMATION REQUIRED IN PROSPECTUS

     The information  called for in Part I of Form S-8 is not being filed with
or included in this Form S-8 (by  incorporation  by reference or otherwise) in
accordance  with the rules and  regulations  of the  Securities  and  Exchange
Commission (the "SEC").

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  previously filed by Cal-Maine Foods,  Inc. (the
"Company")  with the SEC are  incorporated in this  Registration  Statement by
reference and deemed to be a part hereof:

     1.   The Company's Prospectus, dated December 11, 1996, filed pursuant to
Rule  424(b)  under  the  Securities  Act of 1933 (the  "Securities  Act") and
included  in the  Company's  Registration  Statement  on Form  S-1  (File  No.
333-14809).

     2.   The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
November 30, 1996, filed pursuant to the Securities  Exchange Act of 1934 (the
"Exchange Act").

     3.   The  description of the Company's  Common Stock,  par value $.01 per
share (the "Common Stock"),  contained in the Company's Registration Statement
on Form 8-A, as filed on October 28, 1996 under  Section 12(g) of the Exchange
Act.

     In  addition,  all  documents  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  after  the  date of this
Registration  Statement and prior to the filing of a post-effective  amendment
which  indicates  that all  securities  offered hereby have been sold or which
deregisters all such securities then remaining  unsold,  shall be deemed to be
incorporated  in this  Registration  Statement by  reference  and to be a part
hereof from the date of filing of such documents;  PROVIDED, HOWEVER, that the
documents  enumerated  above or subsequently  filed by the Company pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act in each year during
which the offering made by this  Registration  Statement is in effect prior to
the filing with the SEC of the  Company's  Annual Report on Form 10-K covering
such year shall not be deemed  incorporated by reference in this  Registration
Statement  and shall not be a part  hereof  from and after the  filing of such
Annual Report on Form 10-K.

                                       2
Any  statement  contained  in a  document  incorporated  or  deemed to be
incorporated by reference  herein shall be deemed to be modified or superseded
for  purposes of this  Registration  Statement  to the extent that a statement
contained  herein or in any  subsequently  filed  document which also is or is
deemed to be  incorporated  by reference  herein  modifies or supersedes  such
statement. Any such statement so modified or superseded,  to constitute a part
of this Registration Statement.

     The Company  hereby  undertakes to provide  without charge to each person
who has received a copy of the prospectus to which this Registration Statement
relates, upon the written or oral request of any such person, a copy of any or
all the documents that have been or may be incorporated by reference into this
Registration  Statement,  other than exhibits to such  documents  (unless such
exhibits are incorporated therein by reference).

Item 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company may  indemnify  its  directors,  officers  and certain  other
persons to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law, as amended from time-to-time. In that connection, Article VII
of the Company's By-laws contains  indemnification and advancement of expenses
provisions  generally providing that the Company will indemnify its directors,
officers,  employees and agents to the fullest extent  permitted under Section
145 of the Delaware General Corporation Law in connection with any threatened,
pending or completed action,  suit or proceeding  against expenses  (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by them in connection with such action, suit or proceeding
if they acted in good faith and in a manner they reasonably  believed to be in
or not opposed to the best  interest of the Company,  and, with respect to any
criminal  proceeding,  have no  reasonable  cause to believe their conduct was
unlawful.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

Item 8.  EXHIBITS.

                                       3
EXHIBIT
NUMBER           DESCRIPTION
4(a)          Cal-Maine Foods, Inc. 1993 Stock Option Plan, as amended.

5             Legal opinion, dated January 20, 1997, of Young, Williams, Henderson
              & Fuselier, P.A. as to the legality of shares offered.

23(a)         Consent of Ernst & Young LLP.

23(b)         Consent of Young, Williams, Henderson & Fuselier, P.A. (Included
              in Exhibit 5 hereto.)

23(c)         Consent of Freedman, Levy, Kroll & Simonds.

25            Power of Attorney.  (Included on signature page of this Registration
              Statement.)
Item 9.   UNDERTAKINGS.

     1.   The Company hereby undertakes:

          (a)  To file,  during any period in which  offers or sales are being
          made, a post-effective amendment to this Registration Statement:

               (i)    To include any prospectus  required by Section  10(a)(3)
               of the Securities Act;

               (ii)   To reflect in the prospectus any facts or events arising
               after the effective date of the Registration  Statement (or the
               most   recent   post-effective    amendment   thereof)   which,
               individually,  or in the  aggregate,  represent  a  fundamental
               change  in  the  information  set  forth  in  the  Registration
               Statement;

               (iii)  To include any material  information with respect to the
               plan  of   distribution   not   previously   disclosed  in  the
               Registration   Statement  or  any   material   change  to  such
               information in the Registration Statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1) and (a)(ii) do not apply if the
information  required to be included in a  post-effective  amendment  by those
paragraphs is contained in periodic  reports filed by the Company  pursuant to
Section 13 or  Section  15(d) of the  Exchange  Act that are  incorporated  by
reference in the Registration Statement.

                                       4
(b)    That, for the purpose of determining any liability under
          the  Securities  Act, each such  post-effective  amendment  shall be
          deemed to be a new registration statement relating to the securities
          offered  therein,  and the offering of such  securities at that time
          shall be deemed to be the initial bona fide offering thereof.

               (c)    To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

          2.   The  Company  hereby   undertakes  that,  for  the  purpose  of
determining  any  liability  under  the  Securities  Act,  each  filing of the
Company's  annual  report  pursuant to Section  13(a) or Section  15(d) of the
Exchange Act that it incorporated by reference in the  Registration  Statement
shall be deemed to be a new registration  statement relating to the securities
offered  therein,  and the offering of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

         3.    Insofar as  indemnification  for liabilities  arising under the
Securities  Act may be  permitted  to  directors  and  officers of the Company
pursuant  to the  foregoing  provisions,  or  otherwise,  the Company has been
informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Act and is  therefore  unenforceable.  In the event
that a claim for  indemnification  against  such  liabilities  (other than the
payment by the Company of expenses incurred or paid by a director,  officer or
controlling  person of the  Company in the  successful  defense of any action,
suit or  proceeding)  is asserted  by such  director,  officer or  controlling
person in connection with the securities being  registered,  the Company will,
unless  in the  opinion  of  its  counsel  the  matter  has  been  settled  by
controlling  precedent,  submit  to a court of  appropriate  jurisdiction  the
question  whether  such  indemnification  by it is  against  public  policy as
expressed  in the Act and will  governed  by the  final  adjudication  of such
issue.

                                       5
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant  certifies that it has reasonable  grounds to believe that it meets
all the  requirements  for  filing  on  Form  S-8 and  has  duly  caused  this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized,  in the City of Jackson,  State of Mississippi,  on
this 17th day of January, 1997.

                                  CAL-MAINE FOODS, INC.

                             By: /s/FRED R. ADAMS, JR.
                                 ----------------------------
                                 Fred R. Adams, Jr.
                                 Chairman of the Board and Chief
                                    Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature appears
below  constitutes and appoints Fred R. Adams,  Jr. and/or Bobby J. Raines his
true and lawful  attorneys-in-fact  and agents,  each acting alone,  with full
powers of  substitution,  for him and in his name, place and stead, in any and
all  capacities,  to  sign  any or all  amendments  (including  post-effective
amendments)  to this  Registration  Statement,  and to  file  the  same,  with
exhibits thereto, and other documents in connection  therewith,  with the SEC,
granting unto said attorneys-in-fact and agents, each acting alone, full power
and  authority  to do and perform to all  intents and  purposes as he might or
could  do  in  person,   hereby   ratifying  and   confirming  all  that  said
attorneys-in-fact  and  agents,  each  acting  alone,  or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  or  amendment  thereto has been  signed  below by the
following persons in the capacities and on the dates indicated:
SIGNATURE                           TITLE                        DATE
/s/FRED R. ADAMS, JR.       Chairman of the Board,         January 17, 1997
   --------------------        Chief Executive Officer
   Fred R. Adams, Jr.          and Director
                               (Principal Executive
                               Officer)
6
SIGNATURE                           TITLE                        DATE
/s/BOBBY J. RAINES          Vice President, Chief          January 17, 1997
   ---------------------       Financial Officer,
   Bobby J. Raines             Treasurer, Secretary
                               and Director
                               (Principal Financial
                               Officer)

   /s/CHARLES F. COLLINS       Vice President,                January 17, 1997
   ---------------------       Controller and
   Charles F. Collins          Director
                               (Principal
                               Accounting Officer)

   /s/RICHARD K. LOOPER        Director                       January 17, 1997
   ---------------------
   Richard K. Looper

   /s/ADOLPHUS B. BAKER        Director                       January 17, 1997
   ---------------------
   Adolphus B. Baker

   /s/JACK B. SELF             Director                       January 17, 1997
   ---------------------
   Jack B. Self

   /S/JOE M. WYATT             Director                       January 17,1997
   ---------------------
   Joe M. Wyatt

   /s/W.D. COX                 Director                       January 17, 1997
   ---------------------
   W.D. Cox

   /s/R. FASER TRIPLETT        Director                       January 17, 1997
   ---------------------
   R. Faser Triplett
7