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. 1999 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:

                           Peter E. Panarites, Esq.
                        Freedman, Levy, Kroll & Simonds
                   1050 Connecticut Avenue, N.W. (Suite 825)
                            Washington, D.C. 20036
                           Telephone: (202)457-5105
                              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,   500,000         $4.03          $2,015,000          $531.96
$.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 June 20, 2000
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  Annual  Report on Form 10-K for the fiscal year ended
May 29,  1999,  filed  pursuant to the  Securities  Exchange  Act of 1934 (the
"Exchange Act").

      2. The Company's  Quarterly  Reports on Form 10-Q for the quarters ended
August 28, 1999,  November 27, 1999, and February 26, 2000,  filed pursuant to
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.


                                      3

<PAGE>

Item 8.     EXHIBITS.

 Exhibit
 Number           Description
 -------          -----------

4(a)              Cal-Maine Foods, Inc. 1999 Stock Option Plan.

5                 Legal  opinion,  dated June 21,  2000,  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.

24                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)(i) 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 21st day of June, 2000.


                            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


    FRED R. ADAMS, JR.     Chairman of the Board,      June 21, 2000
    -----------------        Chief Executive Officer
    Fred R. Adams, Jr.      and Director
                             (Principal Executive
                              Officer)


                                      6

<PAGE>

        SIGNATURE                 TITLE                    DATE


    BOBBY J. RAINES        Vice President, Chief       June 21, 2000
    ---------------         Financial Officer,
    Bobby J. Raines         Treasurer, Secretary
                            and Director
                            (Principal Financial
                             Officer)


    CHARLES F. COLLINS     Vice President,             June 21, 2000
    ------------------      Controller and
    Charles F. Collins      Director
                            (Principal
                             Accounting Officer)


    RICHARD K. LOOPER      Director                    June 21, 2000
    -----------------
    Richard K. Looper


    ADOLPHUS B. BAKER      Director                    June 21, 2000
    -----------------
    Adolphus B. Baker


    JACK B. SELF           Director
    ------------
    Jack B. Self


    JOE M. WYATT           Director                    June 21, 2000
    ------------
    Joe M. Wyatt


                           Director
    --------
    W.D. Cox


                           Director
    -----------------
    R. Faser Triplett


                                      7
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{"company-data": {"conformed-name": "CAL MAINE FOODS INC", "cik": "0000016160", "assigned-sic": "0200", "irs-number": "640500378", "state-of-incorporation": "DE", "fiscal-year-end": "0529"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39940", "film-number": "659559"}, "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"}}
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. 1999 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:

                           Peter E. Panarites, Esq.
                        Freedman, Levy, Kroll & Simonds
                   1050 Connecticut Avenue, N.W. (Suite 825)
                            Washington, D.C. 20036
                           Telephone: (202)457-5105
                              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,   500,000         $4.03          $2,015,000          $531.96
$.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 June 20, 2000
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  Annual  Report on Form 10-K for the fiscal year ended
May 29,  1999,  filed  pursuant to the  Securities  Exchange  Act of 1934 (the
"Exchange Act").

      2. The Company's  Quarterly  Reports on Form 10-Q for the quarters ended
August 28, 1999,  November 27, 1999, and February 26, 2000,  filed pursuant to
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.

                                      3
Item 8.     EXHIBITS.

 Exhibit
 Number           Description
 -------          -----------

4(a)              Cal-Maine Foods, Inc. 1999 Stock Option Plan.

5                 Legal  opinion,  dated June 21,  2000,  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.

24                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)(i) 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 21st day of June, 2000.

                            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

    FRED R. ADAMS, JR.     Chairman of the Board,      June 21, 2000
    -----------------        Chief Executive Officer
    Fred R. Adams, Jr.      and Director
                             (Principal Executive
                              Officer)

                                      6
SIGNATURE                 TITLE                    DATE

    BOBBY J. RAINES        Vice President, Chief       June 21, 2000
    ---------------         Financial Officer,
    Bobby J. Raines         Treasurer, Secretary
                            and Director
                            (Principal Financial
                             Officer)

    CHARLES F. COLLINS     Vice President,             June 21, 2000
    ------------------      Controller and
    Charles F. Collins      Director
                            (Principal
                             Accounting Officer)

    RICHARD K. LOOPER      Director                    June 21, 2000
    -----------------
    Richard K. Looper

    ADOLPHUS B. BAKER      Director                    June 21, 2000
    -----------------
    Adolphus B. Baker

    JACK B. SELF           Director
    ------------
    Jack B. Self

    JOE M. WYATT           Director                    June 21, 2000
    ------------
    Joe M. Wyatt

                           Director
    --------
    W.D. Cox

                           Director
    -----------------
    R. Faser Triplett

                                      7