UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 800013104

1.

Names of Reporting Persons

Sheffield Asset Management, L.L.C.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

0

6.

Shared Voting Power

0

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

0

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)

0.0%

12.

Type of Reporting Person (See Instructions)

IA

Item 1.

(a)

Name of Issuer

Sanderson Farms, Inc.

(b)

Address of Issuer’s Principal Executive Offices

127 Flynt Road
Laurel, Mississippi 39443

Item 2.

(a)

Name of Person Filing

This statement is being filed by Sheffield Asset Management, L.L.C. (“SAM”), which serves as General Partner of Sheffield Partners, L.P. and Sheffield Institutional Partners, L.P. and Investment Advisor to Sheffield International Partners, Ltd. (collectively, the “Funds”) with respect to the shares of the Issuer’s common stock directly owned by the Funds.  The members of SAM are Brian J. Feltzin and Craig C. Albert.

(b)

Address of Principal Business Office or, if none, Residence

900 North Michigan Avenue, Suite 1100

Chicago, Illinois  60611

(c)

Citizenship

Delaware

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

800013104

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

x

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

The information in items 1 and 5 through 11 on the cover pages (p. 2) of this Schedule 13G is hereby incorporated by reference.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.