UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 FORM 144

 NOTICE OF PROPOSED SALE OF SECURITIES
 PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

 ATTENTION:
 Transmit for filing 3 copies of this form concurrently with either
 placing an order with a broker to execute sale or executing a sale
 directly with a market maker
 __________________________________________________________________

 Sanderson Farms, Inc.
 1(a)NAME OF ISSUER (Please type or print)

 64-0615843
1(b)IRS IDENT. NO.

 000-16567
1(c)S.E.C. FILE NO.

 225 North Thirteenth Ave.   Laurel, MS 39440
1(d)ADDRESS OF ISSUER  STREET  CITY    STATE   ZIP CODE

 601-649-4030
1(e)TELEPHONE

 William Sanderson
2(a)NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD


2(b)IRS IDENT. NO.

 Officer
2(c)RELATIONSHIP TO ISSUER

 36 Briar Creek Circle   Laurel, MS 39440
2(d)ADDRESS   STREET        CITY,    STATE  ZIP CODE
_____________________________________________________________________
 INSTRUCTION: The person filing this notice should contact
 the issuer to obtain the  I.R.S. identification Number
 and the S.E.C. File Number.
_____________________________________________________________________

 Common
3(a)Title of the Class of Securities To Be Sold

 Edward D. Jones & Co.
 700 Maryville Centre Drive
 St. Louis, MO 63141
3(b)Name and Address of Each Broker Through whom the Securities
    Are To Be Offered or Each Market Maker who Is
    Acquiring the Securities


SEC USE ONLY
Broker - Dealer File Number

 1,875
3(c)Number of Shares Other units To Be Sold (See instr.3(c))

 $102,975
(d)Agggregate Market Value (See instr.3(d))

 13,109,251
(e)Number of Shares or Other Units Outstanding (See instr.3(e))

 02/25/04
(f)Approximate Date of Sale (See instr.3(f))

 OTC
(g)Name of Each Securities Exchange(See instr. 3(g))
_____________________________________________________________________
 INSTRUCTIONS:
 1(a)Name of issuer
  (b)Issuer's I.R.S. Identification Number
  (c)Issuer's S.E.C. file number, if any
  (d)Issuer's address, including zip code
  (e)Issuers's telephone number including area code

 2(a)Name of person for whose account the securities are to
     be sold
  (b)Such person's I.R.S. identification number, if such a
     person is an entity
  (c)Such person's relationship to the issuer (e.g., officer,
     director, 10% stockholder or member of immediate family of
     any of the foregoing)
  (d)Such person's address, including zip code
 3(a)Title of the class of securities to be sold
  (b)Name and address of each broker through whom the
     securities are intended to be sold
  (c)Number of shares or other units to be sold (if, debt
     securities, give the aggregate face amount)
  (d)Aggregate market value of the securities to be sold
     as of a specified date within 10 days are to be
     sold prior to the filing of this notice
  (e)Number of shares or other units of the class such
     person is an entity outstanding, or if debt
     securities the face amount thereof outstanding, as
     shown by the most recent report or statement
     published by the issuer
  (f)Approximate date on which the securities are to be sold
  (g)Name of each securities exchange, if any, on which
     the securities are intended to be sold

_____________________________________________________________________
TABLE I; SECURITIES TO BE SOLD

Furnish the following information with respect to the acquisition of
the securities to be sold and with respect to the payment of all or
any part of the purchase price or other consideration therefor:

_____________________________________________________________________
 Common
Title of the Class

 Granted Date
 07/25/2002
Date you Acquired

 Stock Option
Nature of Acquisition Transaction (if gift, also give date donor
acquired)

 Sanderson Farms,
 Inc.
Name of Person from Whom Acquired

 Granted Shares
 1,875
Amount of Securities Acquired

 02/25/04
Date of Payment

 Cash
Nature of Payment
_____________________________________________________________________

INSTRUCTIONS:

1.If the securities were purchased and full payment therefor was no
  made in cash at the time of purchase, explain in the table or in a
  note thereto the nature of the consideration given. If the
  consideration consisted of any note or other obligation, or if
  payment was made in installments describe the arrangement and
  state when the note or other obligation was discharged in full
  or the lastinstallment paid.

2.If within two years after the acquisition of the securities the
  person for whose account they are to be sold had any short
  positions, put or other option to dispose of securities referred
  to in paragraph (d)(3) of Rule 144, furnish full information with
  respect thereto.

_____________________________________________________________________
TABLE II; SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer
sold during the past 3 months by the person for whose account the
securities are to be sold.

_____________________________________________________________________



 Name and Address      Title of     Date of    Amount of        Gross
 of Seller             Securities   Sale       Securities    Proceeds
                       Sold                    Sold
 _________________     __________   ________   _________    _________
 William Sanderson        Common     01/09/04      11,875    $466,000
 36 Briar Creek
 Circle
 Laurel, MS 39440
_____________________________________________________________________


REMARKS:

INSTRUCTIONS:
See the definition of "person" in paragraph (a) of Rule 144.
Information is to be given not only as to the person for whose
account the securities are to be sold but also as to all other
persons included in that definition. In addition, information
shall be given as to sales by all persons whose sales are
requiredby paragraph (e) of Rule 144 to be aggregated with
sales for the account of the person filing this notice.

ATTENTION:
The person for whose account the securities to which this notice
relates are to be sold hereby represents by signing this notice
that he does not know any material adverse information in
regard to the current and prospective operations of the Issuer
of the securities to be sold which has not been publicly
disclosed.


02/25/2004          /s/ William Sanderson
________________   ______________________________________________
DATE OF NOTICE      (SIGNATURE)

The notice shall be signed by the person for whose account the
securities are to be sold. At least one copy of the notice shall
be manually signed.  Any copies not manually signed shall bear
typed or printed signatures

ATTENTION:
Intentional misstatements or omission of facts constitute
Federal Criminal Violations (See 18 U.S.C. 1001)