Sanderson Farms, Inc. has commenced an underwritten registered public offering of 2 million shares of its common stock.

In connection with this offering, the company intends to grant the underwriters a 30-day option to purchase up to an additional 300,000 shares of common stock to cover over-allotments, if any. Morgan Stanley and J.P. Morgan are the joint bookrunning managers of the offering, and BMO Capital Markets and Stephens Inc. are co-managers.

It also intends to use the net proceeds from the offering, together with other funds, to finance the construction of its new retail poultry complex in Kinston, North Carolina, and a potential new big bird poultry complex to be located near Goldsboro, North Carolina.

Pending such uses, net proceeds from the offering may be used to reduce indebtedness and to invest in cash and cash equivalents. The company may use some of the invested proceeds as working capital and for general corporate purposes.

The offering is being made pursuant to an effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission on October 9, 2008. A prospectus supplement relating to the offering has been filed with the Securities and Exchange Commission.