Sanderson Farms, Inc. Announces Closing of Common Stock Offering and Exercise of Over-Allotment Option

Sanderson Farms, Inc. (NASDAQ: SAFM) announced today the closing of its underwritten registered public offering of 2,300,000 shares of its common stock, including 300,000 shares issued in connection with the underwriters exercise of their over-allotment option following the pricing of the offering. The offering price to the public was $53.00 per share.

The Company 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.

Morgan Stanley and J.P. Morgan acted as the joint book-running managers of the offering, and BMO Capital Markets and Stephens Inc. were co-managers.

The offering was 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.

The offering was made only by means of a prospectus supplement and the accompanying prospectus. Copies of the prospectus supplement and accompanying prospectus relating to the offering may be obtained from Morgan Stanley & Co. Incorporated, 180 Varick Street, 2nd Floor, New York, New York 10014, Attention: Prospectus Department or by e-mail at prospectus@morganstanley.com, or from J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island Ave, Edgewood, NY 11717.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the common stock or any other securities of the Company. No offer, solicitation or sale shall be made in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

Sanderson Farms, Inc. is engaged in the production, processing, marketing and distribution of fresh and frozen chicken and other prepared food items. Its shares trade on the NASDAQ Global Select Market under the symbol SAFM.

This press release contains both historical and forward-looking statements. All statements, other than statements of historical fact, are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on management's current views and assumptions, and are subject to risks and uncertainties. Actual results and events may differ materially from those expressed or implied in the statements. For a discussion of these risks and uncertainties, please refer to the Company's most recent Annual Report on Form 10-K and other subsequent filings with the Securities and Exchange Commission. Forward-looking statements included herein speak only as of the date hereof and the Company undertakes no obligation to revise or update such statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or circumstances.