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              SECURITIES AND EXCHANGE COMMISSION
                       Washington, D. C.


                           FORM 10-K

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934

     For the fiscal year ended July 1, 2000
                              Commission File No. 2-59958

                        GOLD KIST INC.

    (Exact name of registrant as specified in its charter)

     Georgia                            58-0255560

(State or other jurisdiction            (I.R.S. Employer
of incorporation or organization)       Identification No.)

              244 Perimeter Center Parkway, N. E.
                    Atlanta, Georgia 30346

      (Address of principal executive offices) (Zip Code)

      Registrant's  telephone  number,  including  area  code:
(770) 393-5000

Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None

           Indicate  by check mark whether the registrant  (1)
has  filed all reports required to be filed by Section  13  or
15(d)  of  the  Securities Exchange Act  of  l934  during  the
preceding  12  months  (or for such shorter  period  that  the
registrant  was required to file such reports),  and  (2)  has
been subject to such filing requirements for the past 90 days.
YES X .  NO   .

          Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained to the best of Registrant's
knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [X].

              DOCUMENTS INCORPORATED BY REFERENCE
                        Not Applicable.



                       TABLE OF CONTENTS

     Item                                         Page


 1.  Business (and Properties)                    1

 2.  Properties                                   7

 3.  Legal Proceedings                            7

 4.  Submission of Matters to a Vote of
     Security Holders                             8

 5.  Market for Registrant's Common
     Equity and Related Stockholder Matters       8

 6.  Selected Financial Data                      9

 7.  Management's Discussion and
     Analysis of Financial Condition
     and Results of Operations                    10

 7A. Quantitative and Qualitative
     Disclosure about Market Risk                 16

 8.  Financial Statements and
     Supplementary Data                           17

 9.  Changes in and Disagreements
     with Accountants on Accounting
     and Financial Disclosure                     36

10.  Directors and Executive Officers
     of the Registrant                            36

11.  Executive Compensation                       39

12.  Security Ownership of Certain
     Beneficial Owners and Management             43

13.  Certain Relationships and Related
     Transactions                                 43

14.  Exhibits, Financial Statement
     Schedules, and Reports on Form 8-K           46



                             - i -


                        GOLD KIST INC.

     ANNUAL REPORT FOR THE FISCAL YEAR ENDED JULY 1, 2000

     This Report contains statements which to the extent  they
are   not  recitations  of  historical  fact,  may  constitute
"forward  looking statements" within the meaning of applicable
federal  securities  law.  All forward looking  statements  in
this  Report  are  intended to be subject to the  safe  harbor
protection  provided  by  the  Private  Securities  Litigation
Reform  Act of 1995 and Section 21E of the Securities Exchange
Act  of  1934, as amended.  For a discussion identifying  some
important  factors  that could cause actual  results  to  vary
materially  from  those  anticipated in  the  forward  looking
statements  made  by the Company, see Item  7  -  Management's
Discussion and Analysis of Financial Condition and Results  of
Operations.

                            PART I

Item 1.  Business (and Properties).

     Gold  Kist Inc. ("Gold Kist" or the "Association") is  an
agricultural membership cooperative association, headquartered
in  Atlanta,  Georgia.   It was incorporated  without  capital
stock  in  1936  under the Georgia Cooperative Marketing  Act.
The  name  of the Association was changed in 1970 from  Cotton
Producers  Association to Gold Kist Inc.  In April  1985,  the
Articles of Incorporation and By-Laws of the Association  were
amended to provide for a class of common stock and a class  of
preferred  stock  as  authorized by  the  Georgia  Cooperative
Marketing  Act.   Each member is issued one  share  of  common
stock  only,  as evidence of membership and the right  to  one
vote  as  long  as the member maintains status  as  an  active
member.   Only  members may hold the common  stock,  which  is
nontransferable and receives no dividends.

     The  membership  of Gold Kist consists  of  approximately
25,000  active farmer members located principally in  Alabama,
Florida,  Georgia,  Mississippi,  North  Carolina  and   South
Carolina.   In  addition, other cooperative  associations  are
members of Gold Kist.  Any person engaged in the production of
farm commodities and any firm or corporation whose members  or
stockholders  are  persons  so  engaged  and  any  cooperative
association organized under the cooperative marketing laws  of
any  state,  which  enters into a marketing and/or  purchasing
agreement with the Association, is eligible for membership.

     Gold  Kist offers cooperative marketing services  to  its
member  patrons.  Farm commodities, principally  poultry,  are
marketed  by  Gold  Kist  on behalf  of  members.   Under  the
standard  Membership,  Marketing, and/or Purchasing  Agreement
which is entered into between each member and Gold Kist,  Gold
Kist undertakes to market for the member agricultural products
delivered  which  are of a type marketed by  Gold  Kist.   The
Association also does business with non-members and engages in
non-cooperative    activities   through    subsidiaries    and
partnerships.   AgraTrade  Financing,  Inc.,  a   wholly-owned
subsidiary  of Gold Kist, provides financing to members  doing
business with Gold Kist and its subsidiaries and partnerships.
Financing is extended for poultry housing construction.

     Prior to October 1998, Gold Kist's business was conducted
in  two  industry  segments.   The  Poultry  segment  conducts
broiler  production operations, providing both  marketing  and
purchasing services to its cooperative patrons.  Until October
1998,  the  Agri-Services  segment purchased  or  manufactured
feed,  seed,  fertilizers, pesticides, animal health  products
and  other farm supply items for sale at wholesale and retail.
Additionally,  that  segment served as a contract  procurement
agent  for,  and storer of, farm commodities such as  soybeans
and  grain  and was engaged in the purchase, sale,  processing
and  storage of cotton.  Essentially all of the assets of  the
AgriServices  segment  were  sold,  pursuant   to,   and   the
operations  of that segment terminated after, the  transaction
with  Southern  States  Cooperative,  Incorporated  ("Southern
States")  hereinafter described.  Gold Kist also continues  to
conduct  pork production and aquaculture research  operations,
is  a  member  in  a  major  peanut processing  and  marketing
business  and  a partner in a pecan processing  and  marketing
business,  and  participates as a member of limited  liability
companies which are engaged in the production and sale of hogs
and of fertilizer ingredients.

     In  October 1998, Gold Kist consummated an Asset Purchase
Agreement  (the "Agreement"), dated as of July 23, 1998,  with
Southern  States, pursuant to which the Association  sold  and
assigned,  and  Southern  States purchased  and  assumed,  the
assets  and  certain of the obligations of  the  Association's
agricultural  inputs business.  The affected  assets  included
substantially   all   of  the  assets  of  the   Association's
AgriServices  segment (including the retail  stores  division,
the  fertilizer and chemicals division, and the pet  food  and
animal  products  division), as well  as  certain  crop  notes
receivable  of  AgraTrade Financing, Inc.   The  Association's
poultry,   pork,   aquaculture,  seed  marketing   and   other
operations   and   businesses  were  not  affected   by   this
transaction.   Upon the consummation of this transaction,  the
Association was no longer engaged in the business operated  by
the  affected  segment.  See Note 11 of Notes to  Consolidated
Financial Statements.

     In  addition,  in  September 1998, the  Association  sold
certain assets of its cotton marketing business.  As a  result
of  that  transaction, and the conveyance  of  certain  cotton
ginning and storage facilities operated by the Association  to
Southern States pursuant to the Agreement described above, the
Association terminated its cotton operations (other  than  the
Moultrie,  Georgia cotton warehouse activities) in  the  first
quarter of fiscal 1999.

                            POULTRY
Broilers

     Gold  Kist's  cooperative broiler operation is  organized
into  broiler divisions, each encompassing one or more of Gold
Kist's  decentralized  broiler  complexes.   Each  Gold   Kist
decentralized  broiler  complex  operates  within  a  separate
geographical  area  and  includes  within  that  area  broiler
flocks, pullet and breeder (hatching egg) flocks, one or  more
hatcheries,  a  feed  mill, poultry  processing  plant(s)  and
management,   and  accounting  office(s),  and  transportation
facilities.   The complexes operated by Gold  Kist  in  fiscal
2000  are  headquartered in Boaz, Cullman,  and  Russellville,
Alabama;  Athens,  Douglas, Ellijay and  Carrollton,  Georgia;
Live Oak, Florida; Sanford and Siler City, North Carolina; and
Sumter,  South Carolina.  The broiler growers for each complex
are  members  of Gold Kist.  The facilities and operations  of
each  complex  are designed to furnish the growers  flocks  of
chicks, feed and medicines, and to provide processing services
for the broilers grown.

     The  principal products marketed by Gold Kist  are  whole
chickens,  cut-up  chickens,  segregated  chicken  parts   and
further   processed  products  packaged  in   various   forms,
including  fresh  bulk ice pack, chill pack and  frozen.   Ice
pack  chicken is packaged in ice or dry ice and sold primarily
to  distributors, grocery stores and fast food chains.   Chill
pack  chicken is packaged for retail sale and kept chilled  by
mechanical refrigeration from the packing plant to  the  store
counter.   Frozen  chicken  is marketed  primarily  to  school
systems,  the military services, fast food chains and  in  the
export  market.   Further  processed products,  which  include
preformed  breaded  chicken nuggets and patties  and  deboned,
skinless  and  marinated products are sold primarily  to  fast
food and grocery store chains.  Chill pack chicken is sold  in
certain  localities under the Gold Kist Farmsr  and  Young  'n
Tenderr labels; however, some is sold under customers' private
labels.  Most of the frozen chicken carries the Gold Kistr  or
Early  Birdr label.  Cornish game hens are marketed in  frozen
form primarily to hotels, restaurants and grocery stores under
the  Gold  Kist Farms, Young 'n Tender and Medallionr  labels.
Medallion,  Big Valuer, Gold Kist Farms, Young 'n  Tender  and
Early Bird are registered trademarks of Gold Kist Inc.

     Broiler  products were marketed in fiscal  2000  directly
from  the  Company's corporate headquarters in  Atlanta.   The
plants  at Athens, Carrollton, Boaz, and Live Oak have special
distribution   facilities,  and  there  are   seven   separate
distribution  facilities located in Florida, Tennessee,  North
Carolina,  Ohio and Kentucky.  Cornish game hens are processed
at  facilities  in Trussville, Alabama and marketed  from  the
Atlanta headquarters.

     Gold Kist is one of the largest poultry processors in the
United  States.   It competes with other large processors  and
with  smaller  companies.  Competition is  based  upon  price,
quality  and  service.   While Management  believes  that  the
pricing and quality of its products are competitive with other
processors,  it  believes  that Gold  Kist's  service  to  its
customers is a principal factor that has established Gold Kist
as  one of the largest United States poultry processors.  Gold
Kist's  ability to deliver broilers and other poultry products
produced to order is an important service to customers.

     The  poultry  industry,  just  as  many  other  commodity
industries,  has  historically  been  cyclical.    Prices   of
perishable  commodities, such as broilers, react  directly  to
changes  in  supply  and  demand.  Furthermore,  broilers  are
typically  a  high volume, low margin product  so  that  small
increases  in costs, such as feed ingredient costs,  or  small
decreases  in price, can produce losses.  As an integral  part
of its feed ingredient purchasing strategy, Gold Kist attempts
to  limit  the  effects  and  risk  of  fluctuations  in  feed
ingredient costs (i.e., corn and soybean meal) through varying
amounts  of commodity trading transactions in the agricultural
commodity  futures  and  options  market.   Commodity  trading
transactions,  which  are  a common  industry  practice,  have
inherent  risk,  such that changes in the commodities  futures
and  options  prices as a result of favorable  or  unfavorable
changes  in the weather, crop conditions or government  policy
may  have an adverse effect on Gold Kist's net feed ingredient
cost  as compared to the cost in cash markets.  Likewise, Gold
Kist could benefit from reduced net feed ingredient cost as  a
result  of  these  changes as compared to  cost  in  the  cash
market.  Results of hedging and commodity options transactions
are  reflected as an adjustment to feed ingredient cost in the
Association's consolidated financial statements.  See Item  7A
-  Quantitative and Qualitative Disclosure About Market  Risks
and Note l (c) of Notes to Consolidated Financial Statements.

     The  poultry industry has also traditionally been subject
to  seasonality in demand and pricing.  Generally,  the  price
and demand for poultry products peaks during the summer months
and  declines  to  lower levels during the  winter  months  of
November,  December, January and February.  Gold Kist  broiler
prices and sales volume follow the general seasonality of  the
industry.

     The  following table shows the amount and  percentage  of
Gold  Kist's  net  sales  volume  from  continuing  operations
contributed by sales of broiler products for each of the years
indicated.   See  Notes  1  and 11 of  Notes  to  Consolidated
Financial Statements.
<TABLE>
<CAPTION>
                         Fiscal Year Ended (000's Omitted)

                        June 27,        June 26,       July 1,
                        1998            1999           2000
<S>                     <C>             <C>            <C>
Broiler Products
Volume            $1,630,437      $1,746,946       $1,679,719
Percentage (%)          98.7            98.9           98.4
</TABLE>
                     PORK AND AQUACULTURE

     Gold  Kist currently markets hogs raised by producers  in
Alabama,  Georgia, and Mississippi.  Feeder pigs are furnished
to  members  who  raise them to produce  hogs  for  marketing.
Feeder  pigs  are  either  raised by  Gold  Kist  members  and
marketed  through Gold Kist to the market hog growers,  raised
for  Gold  Kist  by  non-member  independent  contractors   or
purchased  by  Gold Kist in the marketplace.  The  Association
also  has  a  joint venture arrangement with another  regional
cooperative association in the form of a limited liability hog
sales  and production company.  Gold Kist raises and  provides
young pigs for the venture.

     Live  market  hogs  are marketed  by  Gold  Kist  in  the
Southeastern  United States to processors of   pork  products,
primarily on a competitive bid basis in the states of Alabama,
Georgia  and Mississippi.  Management believes that  customers
are  favorably  impressed by the quality of  its  market  hogs
which  is  principally  due  to superior  breeding  stock  and
management  grow-out techniques employed by Gold  Kist.   Gold
Kist  competes with other major national producers and smaller
individual  producers, primarily on a regional  basis  in  the
Southeastern United States.

     Gold Kist entered into agreements for the disposition  of
its  pork assets and its interest in the joint venture limited
liability  sales and production company.  If those  agreements
are  successfully  consummated, Gold Kist will  terminate  its
participation  in  the pork industry.  Under  the  agreements,
Gold  Kist will dispose of its assets at their carrying values
and  will  assign  production contracts with  growers  to  the
purchaser of the assets conveyed.

     Gold Kist also conducts aquaculture research operations
at its aquaculture research facilities in Indianola,
Mississippi.  Research has been focused on the development of
superior breeding lines for catfish production.  Sales of
proprietary lines of improved catfish breeding stock are made
to catfish producers primarily in Mississippi and Alabama.

                        SEED MARKETING

     AgraTech Seeds is operated as a division of Gold Kist and
conducts  a  seed business, which consists of the development,
contract   production,  processing  and  sale   primarily   of
proprietary  seed varieties.  AgraTech Seeds licenses  certain
seed  dealers, including Golden Peanut Company,  to  sell  its
proprietary   peanut  varieties  "GK  7",  "GK  7   Hi-Oleic",
"AgraTech 108", "AgraTech 120" and  "ViruGard"T, and  receives
a  royalty  on licensed sales.  AgraTech Seeds contracts  with
farmers  for  the  production of  seed.   Careful  control  is
required  to  maintain the purity of varieties.   Quality  and
name recognition play a large role in competition for sales of
seed.   Proprietary soybean, sorghum and peanut seed varieties
are marketed under the trademark AgraTechr.

                            PECANS

     Gold  Kist is a partner in Young Pecan Company,  a  pecan
processing  and marketing business headquartered in  Florence,
South  Carolina, in which the Association holds a  25%  equity
interest and a 35% earnings (loss) allocation.  See Note 9  of
Notes to Consolidated Financial Statements.

                          LUKER INC.

     Luker  Inc.,  a  steel  fabrication  company  located  in
Augusta, Georgia, and a wholly-owned subsidiary of Gold  Kist,
manufactures  steel  equipment  such  as  poultry   processing
equipment, storage bins, elevators and conveyor systems.


                  GOLDEN PEANUT COMPANY, LLC

     Gold Kist, Archer Daniels Midland Company, Cargill, Inc.,
and  Alimenta  Holdings,  Inc. are members  in  Golden  Peanut
Company,  a  limited  liability company formed  to  operate  a
peanut  procuring, processing, and marketing  business.   Gold
Kist  has  a 25% membership interest and participates  in  all
allocations  in accordance with the organizational  agreement.
See Note 10(b) of Notes to Consolidated Financial Statements.

     Golden  Peanut  Company procures, processes  and  markets
peanuts  and  peanut by-products in each of the  three  peanut
producing  areas of the United States and operates  processing
and  other  facilities in Argentina for  the  procurement  and
processing  of  peanuts.  Golden Peanut  Company  is  a  major
processor of edible peanuts and is active in both domestic and
international  markets.   The  principal  peanut  product   is
shelled  edible peanuts.  Shelled edible peanuts are  marketed
domestically  primarily  to manufacturers  of  peanut  butter,
candy  and  salted  nuts and are sold in  the  export  market.
Golden  Peanut Company also processes peanuts for sale in  the
shell or for processing by others into oil and meal.



                         EXPORT SALES

     Gold Kist owns no physical facilities overseas and has no
overseas  employees.   Product sales managers  maintain  sales
networks  overseas  through contacts with independent  dealers
and customers.  During the fiscal year ended July 1, 2000, the
approximate export sales volume of poultry was $48.8  million.
During  that period, export sales were mainly to customers  in
Russia,  Eastern  Europe, the Far East, South Africa,  Central
and South America and the Caribbean.

      Export   sales   involve   an  additional   element   of
transportation  and  credit risk to the  shipper  beyond  that
normally encountered in domestic sales.

     Gold  Kist faces competition for export sales  from  both
domestic and foreign suppliers.  In export poultry sales, Gold
Kist   faces  competition  from  other  major  United   States
producers  as  well  as  companies in  France,  Thailand,  and
Brazil.   Tariff  and  non-tariff barriers  to  United  States
poultry  established by the European Economic Community  (EEC)
since  1962 have virtually excluded Gold Kist and other United
States  poultry exporters from the EEC market.   In  addition,
EEC  exporters  are  aided  in price competition  with  United
States  exporters in certain markets by subsidies  from  their
governments.

     Gold Kist and a group of other North American and foreign
farm  cooperatives  and  agribusiness  firms,  acting  through
companies  formed  for  this purpose, own  50%  of  a  trading
company  engaged in international merchandising of grains  and
other  agricultural  commodities.  Gold  Kist  is  a  minority
shareholder  and deals with the trading company  on  an  arm's
length basis.



                          PROPERTIES

     Gold  Kist corporate headquarters building, completed  in
1975  and  containing  approximately 260,000  square  feet  of
office  space,  is located on fifteen acres  of  land  at  244
Perimeter Center Parkway, N. E., Atlanta, Georgia.   The  land
and  building  are  owned by a partnership of  Gold  Kist  and
Cotton  States  Mutual Insurance Company in which  partnership
Gold   Kist  owns  54%  of  the  equity.   Gold  Kist   leases
approximately  120,000 square feet of the  building  from  the
partnership.

Poultry

     The  poultry  processing plants  operated  as  Gold  Kist
facilities  in  fiscal 2000 are located at Boaz, Russellville,
Trussville and Guntersville, Alabama; Athens, Douglas, Ellijay
and  Carrollton,  Georgia; Live Oak,  Florida;  Sumter,  South
Carolina;  and Sanford and Siler City, North Carolina.   These
plants  have  an  aggregate  weekly  processing  capacity   of
approximately 14.4 million broilers and 400,000  cornish  game
hens.   The  plants  are  supported by hatcheries  located  at
Albertville,    Crossville,    Cullman,    Curry,    Ranburne,
Russellville,  and  Scottsboro, Alabama; and  Blaine,  Bowdon,
Calhoun,  Commerce, Carrollton, Douglas, and  Talmo,  Georgia;
Live Oak, Florida; Siler City and Staley, North Carolina;  and
Sumter,  South Carolina.  These hatcheries have  an  aggregate
weekly  capacity  (assuming 85% hatch) of  approximately  15.3
million chicks.  Additionally, Gold Kist operates twelve  feed
mills  to  support its poultry operations; the mills  have  an
aggregate  annual capacity of approximately 4.7  million  tons
and  are  located in Guntersville, Pride, and Jasper, Alabama;
Ambrose,  Calhoun, Cartersville, Commerce, and Waco,  Georgia;
Live  Oak,  Florida; Sumter, South Carolina;  and  Bonlee  and
Staley, North Carolina.

    The Association operated six separate distribution centers
in  fiscal  2000  in  its  sales and distribution  of  poultry
products:   Tampa,  Pompano  Beach,  and  Crestview,  Florida;
Nashville,  Tennessee; Mt. Sterling, Kentucky; and Cincinnati,
Ohio.

    Gold Kist currently operates four pork production centers.
These  production facilities include a gilt production  center
in  Stephens,  Georgia; two gilt and pork  production  centers
located  at  Kingston, Georgia; and a boar and pork production
center headquartered in Stephens, Georgia.

     The Association holds all of the facilities in fee except
for  the  corporate headquarters building (lease expires  June
30,  2004); poultry distribution facilities at Tampa,  Florida
(lease  expires  May  14, 2005) and Nashville  (lease  expires
December 31, 2000) Tennessee; and Crossville, Alabama, poultry
hatchery facility (lease expires February 23, 2088).

             ENVIRONMENTAL AND REGULATORY MATTERS

     Processing plants such as those operated by Gold Kist are
potential  sources  of emissions into the atmosphere  and,  in
some  cases,  of effluent emissions into streams  and  rivers.
Presently,  management does not know of any  material  capital
expenditures for environmental control facilities that will be
necessary for the remainder of the current fiscal year and the
next fiscal year in order to comply with current statutes  and
regulations.    On  January  29,  1992,  the   United   States
Environmental  Protection Agency ("EPA") sent  General  Notice
Letters  designating Gold Kist and several other companies  as
potentially   responsible  parties   ("PRP's")   for   alleged
environmental  contamination  at  an  Albany,   Georgia   site
previously owned by Gold Kist.  Gold Kist has responded to the
General Notice Letter denying liability for the contamination.
Gold  Kist  is  unable to estimate at this time  the  cost  of
compliance,  if  any,  to be required of  Gold  Kist  for  the
location.   Management  believes that the  potential  cost  of
compliance for Gold Kist would not have a material  effect  on
Gold Kist's financial condition or results of operations.

    The Georgia Environmental Protection Division ("GEPD") has
issued  a request for submittal of a Compliance Status  Report
("CSR") for the former Gold Kist chemical blending facility in
Cordele, Georgia.  Gold Kist sold this facility in 1985.   The
site  of  this facility has been listed on Georgia's Hazardous
Sites   Inventory  list  under  the  State's  Hazardous  Sites
Response  Act  due to the presence of pesticide residue  above
regulatory  standards.  Completion of  the  CSR  will  require
assessment  and  delineation of the extent  of  the  pesticide
residue  conditions, which are present both on  and  off-site.
Remediation  may be required in the future to meet  regulatory
clean-up standards.  Since the extent of the conditions at the
site  have not been defined at this time, Gold Kist is  unable
to estimate cost of the compliance to be required of Gold Kist
for  this  location.  Management believes that  the  potential
cost  of  compliance for Gold Kist would not have  a  material
effect  on  Gold  Kist's  financial condition  or  results  of
operations.

     The  regulatory  powers  of  various  federal  and  state
agencies,  including the federal Food and Drug Administration,
apply  throughout the agricultural industry, and many of  Gold
Kist's  products and facilities are subject to the regulations
of such agencies.

                        HUMAN RESOURCES

     Gold  Kist has approximately 18,000 employees during  the
course  of a year.  Gold Kist's processing facilities  operate
year  round  without  significant  seasonal  fluctuations   in
manpower  requirements.   Gold Kist  has  approximately  3,500
employees who are covered by collective bargaining agreements.
Employee    relations   are   considered   to   be   generally
satisfactory.

                       PATRONAGE REFUNDS

     The  By-Laws  of Gold Kist provide that Gold  Kist  shall
operate  on  a  cooperative basis.  After the  close  of  each
fiscal  year,  the net taxable margins of Gold Kist  for  that
year  from business done with or for member patrons (patronage
margins)  are computed and, after deductions for a  reasonable
reserve  for permanent non-allocated equity and after  certain
adjustments,  these  margins are  distributed  to  members  as
patronage  refunds on the basis of their respective  patronage
(business  done with or through the Association)  during  that
year.   Upon  the determination of the total patronage  refund
for  any  fiscal  year,  this amount is  allocated  among  the
several operations of Gold Kist or one or more groups of  such
operations, as determined by the Board of Directors  in  light
of each operation's or group's contribution for the year.

     Patronage refunds are distributed in the form  of  either
qualified  or  nonqualified written notices of allocation  (as
defined  for purposes of Subchapter T of the Internal  Revenue
Code).   If qualified notices are used, at least 20%  of  each
patronage refund is distributed in cash or by qualified  check
(as  defined in the Internal Revenue Code) with the  remainder
distributed  in  patronage dividend  certificates  or  written
notices  of  allocated reserves, or any combination  of  these
forms.   A  distribution to a patron made in  the  form  of  a
qualified notice must be included in his gross income, at  its
stated  dollar  amount,  for the  taxable  year  in  which  he
receives  the  distribution.   If  nonqualified  notices   are
distributed, less than 20% of the refund can be distributed in
cash  or by qualified check and the patron is not required  to
include in gross income the noncash portion of the allocation.
See  Notes  1(g)  and  6  of Notes to  Consolidated  Financial
Statements.

     The  deduction for unallocated reserves and retention  of
allocated  reserves  provide means  whereby  the  current  and
active  members  of  Gold Kist may finance  the  Association's
continuing  operations.  Each fiscal  year,  the  members  are
notified  by Gold Kist of the amounts, if any, by which  their
equity accounts have been credited to reflect their allocated,
but   undistributed,   portion  of  the   patronage   refunds.
Allocated  reserves may be retired and distributed to  members
only  at the discretion of the Board of Directors in the order
of  retention  by years, although the Board may authorize  the
retirement  of  small  aggregate amounts  (not  in  excess  of
$100.00)  of  reserves  or  the  retirement  of  reserves   in
individual  cases without regard to how long  they  have  been
outstanding.   Allocated reserves bear  no  interest  and  are
subordinate  in the event of insolvency of the Association  to
outstanding  patronage  dividend  certificates  and   to   all
indebtedness of Gold Kist.

                        INCOME TAXATION

    As a cooperative association entitled to the provisions of
Subchapter T of the Internal Revenue Code, Gold Kist does  not
pay   tax   on  net  margins  derived  from  member  patronage
transactions which are distributed to the members by check  or
in  the form of qualified written notices of allocation within
8-l/2  months of the close of each fiscal year.  To the extent
that  Gold  Kist distributes nonqualified written  notices  of
allocation,  has income from transactions with  nonmembers  or
has income from non-patronage sources, it will be taxed at the
corporate  rate.   See  Notes  l  (g)  and  7  of   Notes   to
Consolidated Financial Statements.

    Gold Kist has subsidiaries which are not cooperatives, and
all  the  income of these subsidiaries is subject to corporate
income taxes.




Item 2.  Properties.

      The  principal  facilities  used  in  the  Association's
business  are  described in Item 1. Business (and Properties).
Management  believes  that  the facilities  are  adequate  and
suitable  for  their  respective uses  and  the  Association's
current  intended operations.  There are no material liens  or
encumbrances on the properties owned by the Association except
for  mortgages  on the Association's Marshall County,  Alabama
and Sumter County, South Carolina facilities to secure certain
credit facilities with the Association's lenders.  See Note  4
of Notes to Consolidated Financial Statements.

Item 3.  Legal Proceedings.

      The  Association  is  a  party  to  various  legal   and
administrative  proceedings, all of which management  believes
constitute  ordinary  routine  litigation  incident   to   the
business conducted by the Association, or are not material  in
amount.


Item 4.  Submission of Matters to a Vote of Security Holders.

     No  matter was submitted during the fourth quarter of the
fiscal  year  covered by this report to  a  vote  of  security
holders.



                            PART II


Item  5.   Market for Registrant's Common Equity  and  Related
Stockholder Matters.

     There is no market for Gold Kist equity.



Item 6.   Selected Financial Data.


              SELECTED CONSOLIDATED FINANCIAL DATA

     The selected consolidated financial data presented below
under the captions "Consolidated Statement of Operations Data"
for each of the years in the five-year period ended July 1,
2000 and "Consolidated Balance Sheet Data" as of June 29,
1996, June 28, 1997, June 27, 1998, June 26, 1999 and July 1,
2000 are derived from the consolidated financial statements of
Gold Kist Inc. and subsidiaries.  The consolidated financial
statements as of June 26, 1999 and July 1, 2000 and for each
of the years in the three-year period ended July 1, 2000, and
the report thereon of KPMG LLP, which is based partially upon
the report of other auditors, are included elsewhere herein.
The information set forth below should be read in conjunction
with Management's Discussion and Analysis of Consolidated
Results of Operations and Financial Condition and the
aforementioned consolidated financial statements, the related
notes and the audit reports.

<TABLE>
<CAPTION>
                                   For Fiscal Years Ended (000's omitted)
Consolidated Statement of    June 29,  June 28,   June 27,  June 26,   July 1,
Operations Data:               199       1997       1998      1999       2000
<S>                         <C>         <C>       <C>       <C>       <C>
Net sales volume           $1,420,281  1,658,191 1,651,115 1,766,104  1,706,884
Margins (loss) from
continuing operations      $   33,706     10,870    (57,036)  69,361    (26,086)
</TABLE>
<TABLE>
<CAPTION>
                                           As of (000's omitted)
Consolidated Balance Sheet  June 29,   June 28,   June 27,  June 26,   July 1,
Data:                         1996       1997       1998      1999       2000
<S>                         <C>        <C>        <C>      <C>        <C>
Total assets               $  914,161  1,051,813 1,080,655   814,137    881,290
Long-term liabilities      $  224,183    301,190   376,553   275,408    331,837
Patrons' and other equity  $  326,410    346,075   234,006   279,367    239,490
</TABLE>


Item 7.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations.


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
   CONSOLIDATED RESULTS OF OPERATIONS AND FINANCIAL CONDITION

  The nature of the poultry industry in general is such that
supply and demand market forces exert a significant amount of
influence over the operations of firms engaged in these
businesses.  Prices of commodities react directly to worldwide
supply and demand.  Additionally, demand for poultry and costs
of other agricultural products utilized by Gold Kist are often
influenced by supplies and prices of alternative products.

  Agriculture is generally cyclical in nature.  Commodities
marketed by Gold Kist on behalf of its members are subject to
fluctuations in price, based on supply of the farm commodities
and demand for the raw or processed products.  Commodity
prices are also sensitive to interest rates, with high rates
generally tending to depress market prices, and to worldwide
economic and political factors.

  As with other perishable commodity businesses, the
integrated poultry industry has demonstrated varying levels of
profitability, and to a lesser extent, losses over its thirty-
seven year history.  The following addresses the various
factors that have influenced poultry industry profitability
during the past five years.  During 1996, broiler market
prices increased approximately 10% as compared to 1995 as a
result of hot, dry weather conditions that reduced meat
production in the summer of 1995, as well as lower than
expected industry expansion and increased exports.  Average
market prices for broilers during 1997 remained at relatively
high levels as compared to historical averages.  However,
during the May-June 1997 period, market prices declined below
1996 levels as a result of the increase in industry
production.  Export prices for broiler leg-quarters declined
substantially in 1997 as a result of disruptions in the
Russian markets.  Although market prices for broiler products
strengthened in the fourth quarter of 1998, average market
prices for 1998 were approximately 4.0% lower than in 1997.
Favorable broiler market prices continued during the first
half of fiscal 1999 as a result of industry-wide live
production problems that restricted broiler supplies.  Broiler
prices weakened in the second half of 1999 as a result of a
cessation of the live production problems.  Market prices for
poultry dark meat were weak during 1999 as a result of the
Russian and Asian economic crises that began during the summer
of 1998.  Depressed broiler prices continued through 2000 due
to increased production levels and the large supply of
competing meats (pork and beef).  According to USDA estimates,
the supply of broilers increased at a 4.5% rate in 2000 and
was projected to increase at an approximate 4.6% rate in 2001.
However, recent hatching egg placement data indicates that
industry cutbacks may be taking place which could bring 2001
broiler production more in line with 2000 levels.

  Generally, the cost of feed grains, primarily corn and
soybean meal, represent approximately fifty percent of total
broiler production costs.  Average cash market prices for corn
and soybean meal increased 59% and 30%, respectively, during
1996 as compared to 1995 due to the weather reduced 1995 grain
harvest and strong export demand.  During 1997, average cash
market prices for corn declined 14% as a result of the
favorable 1996 harvest.  However, soybean meal average cash
market prices increased approximately 26% for 1997 as compared
to 1996 as a result of strong demand and lower carryover
stocks.  Average cash market prices for corn and soybean meal
declined 18% and 20%, respectively, during 1998 as a result of
the favorable 1997 harvest and reduced exports of agricultural
commodities.  In 1999, average cash market prices for corn and
soybean meal declined 20% and 34%, respectively, as a result
of favorable U.S. grain production and the decline in world
demand for feed grains.  Feed grain prices generally held
steady or slightly below these levels through 2000.

  Historically, weather has had a significant impact on the
agricultural economy and the operating results of the
Association.  Favorable growing conditions in the summer of
1997 contributed to a slight increase in the 1997 grain
harvest as compared to 1996.  Favorable growing conditions in
the summer of 1998 contributed to the second largest grain
harvest on record in the United States resulting in cash
market prices for feed grains at levels significantly less
than those experienced over the past five years.  A strong
grain harvest in the fall of 1999 continued the trend of
declining feed grain prices.  Although drought conditions have
been experienced in several grain producing areas of the
country, the fall 2000 grain harvest is projected at levels
slightly higher than the prior year.

  Poultry export sales for 1998, 1999 and 2000 were $61.6
million, $40.9 million and $48.8 million, respectively. During
1998 and 1999, export sales declined as a result of lower
market prices for poultry and the economic crises in Southeast
Asia and Russia.  Export markets strengthened during 2000 as
demand from Russia increased due to changes in import tariffs
and improved economic conditions due to the rise in world oil
prices.  Export sales of poultry products will be influenced
by credit availability to foreign countries and political and
economic stability, particularly in Russia, Eastern Europe and
Mexico.

  In May 1998, the Association's Board of Directors adopted a
plan to discontinue operations of the Agri-Services segment.
Accordingly, the operating results of the Agri-Services
segment, including provisions for losses during the phase out
period, have been segregated from continuing operations and
reported separately in the Statements of Operations.  See
Notes 1 and 11 of Notes to Consolidated Financial Statements.
The Association's continuing operations include the
Association's poultry and pork operations.  The discussion and
analysis of results of operations that follows relates solely
to the continuing operations of the Association for each of
the years in the three-year period ended July 1, 2000.

Results of Operations

  Fiscal 1999 Compared to Fiscal 1998

  Net sales volume for 1999 was approximately $1.77 billion,
which represented a 7.0% increase over net sales volume of
$1.65 billion for 1998.  Margins from operations for 1999 were
approximately $69.4 million as compared to a loss from
continuing operations of $57.0 million for 1998.  The overall
increase in net sales volume was the result of a 5.2% increase
in pounds of poultry sold and a 2.0% increase in average
selling prices.  The impact of these factors on net sales
volume was partially offset by lower average selling prices
for live hogs.  Increased domestic poultry market prices for
1999, as compared to 1998, were attributable to a reduction in
industry-wide broiler production.  The  decline in production
was due to problems in the breeder flocks that restricted live
production, as well as hot weather in the summer of 1998 that
reduced growth rates.  In late 1999, the impact of these
factors on poultry market prices lessened as a result of the
weakness in export sales and a cessation of the field
production problems.  During 1999, market prices for dark
chicken meat declined substantially as a result of the Russian
and Asian economic crises that began in late summer of 1998.

  Cost of sales for 1999 declined $94.5 million or 5.7% as
compared to 1998.  The decrease in cost of sales for 1999, as
compared to 1998, was due primarily to lower feed ingredient
costs.  Raw feed ingredient costs for 1999 decreased 22.8% as
compared to 1998.  Corn and soybean meal cash market prices
decreased substantially as a result of the favorable 1998
grain harvest and reduced foreign demand for grains.  The
impact of the decline in feed ingredient costs on cost of
sales was partially offset by the increase in pounds of
poultry produced and marketed.  Cost of sales for 1998
included losses realized on commodities futures and options
transactions of $85.2 million.  As a percent of net sales
volume, cost of sales was 88.8% of net sales volume for 1999
as compared to 100.7% for 1998.

  Distribution, administrative and general expenses of $76.3
million for 1999 increased 14.3% as compared to 1998.  As a
percent of net sales volume, distribution, administrative and
general expenses were 4.3% of net sales volume for 1999 as
compared to 4.0% for 1998.  The increase in the percentage
relationship for 1999 was due primarily to the increase in
incentive compensation expense related to the improvement in
operating results.

  The components included in other income (deductions)
represent a $18.4 million deduction for 1999 as compared to
$14.2 million for 1998.  Interest income was $2.2 million for
1999 as compared to $2.0 million for 1998. Interest expense
for 1999 was $26.0 million as compared to $26.9 million for
1998.  Equity in the earnings of the affiliate represents the
Association's pro rata share of the Golden Peanut Company's
1999 and 1998 earnings in accordance with the membership
agreement.  See Note 10(b) of Notes to Consolidated Financial
Statements.  Miscellaneous, net for 1999 includes a $824
thousand gain representing the Association's equity in the
earnings of a pecan processing and marketing enterprise.  The
Association recorded a $192 thousand loss on this investment
in 1998. Miscellaneous, net for 1999 includes a $2.3 million
gain on the sale of a portion of an investment in a trading
company engaged in international merchandising of grains and
other agricultural commodities.  Miscellaneous, net for 1998
includes $2.0 million of income related to a poultry grower
agreement and net rental income of $2.1 million.

  In 1999 and 1998, the Association's combined federal and
state effective income tax rates for continuing operations
were 33% and (38)%, respectively.  See Note 7 of Notes to
Consolidated Financial Statements.

  Fiscal 2000 Compared to Fiscal 1999

  The Association's accounting cycle resulted in 53 weeks of
operations in the year ended July 1, 2000 as compared to 52
weeks of operations in the year ended June 26, 1999.

  Net sales volume of $1.71 billion for 2000 decreased
approximately 3.4% or $59 million as compared to 1999. The net
sales volume decrease was primarily the result of a 7.5%
decrease in average selling prices, which was partially offset
by a 3.7% increase in pounds of poultry sold.  Management
believes the decline in sales prices is a result of an
industry-wide increase in poultry production coupled with
large supplies of competing meats (pork and beef).

  The Association had a net operating loss of approximately
$21.0 million for 2000 as compared to net operating margins of
$121.9 million for 1999.  Cost of sales increased $77.7
million or 5% as compared to 1999.  The decline in net
operating margins was due primarily to the decrease in broiler
sales prices discussed above and increases in field production
and processing costs.  These increases were partially offset
by lower feed ingredient costs.  Feed ingredient costs
declined 3.3% in 2000 as compared to 1999. Management believes
lower feed ingredient prices reflect the continuation of weak
U.S. grain exports and favorable grain harvests during the
past three years.  The Association's pork division posted an
operating margin of $86 thousand as compared to operating
losses of $6.7 million for 1999.

  The increase in distribution, administrative and general
expenses in 2000 reflected additions to the allowance for
doubtful accounts resulting from a customer bankruptcy, the
additional week of operations in 2000, and the costs
associated with the centralization of the sales and marketing
functions of the poultry operations in July 1999.

  The components included in other deductions totaled $27.2
million in 2000 as compared to $18.4 million in 1999.
Interest and dividend income of $7.6 million in 2000 included
income from the preferred securities purchased from Southern
States in October 1999 of $5.8 million.  Interest expense was
$30.4 million for 2000 as compared to $26.0 million for 1999.  The
increases primarily reflected higher average borrowings
necessary to fund the purchase of Southern States
securities for $98.6 million in October 1999 and the
repurchase of $25.7 million of accounts and crop notes
receivable from Southern States in September 1999.  See Note
11 of Notes to Consolidated Financial Statements.  In
addition, borrowings increased  during 2000 as a result of
cash used to fund operating losses.  Equity in loss of
affiliate of $4.4 million represented the Association's pro
rata share of Golden Peanut Company's loss for 2000.  This
compared to the $188 thousand pro rata share of the
affiliate's earnings for 1999.  Golden Peanut Company's loss
for fiscal 2000 resulted from litigation related expenses and
inventory write-downs.  The Association's pro rata share of
the litigation expense was 40%, as compared to the current 25%
equity interest, which was the ownership percentage at the
time of the events giving rise to the litigation.  See Note
10(b) of Notes to Consolidated Financial Statements.
Miscellaneous, net was income of $33 thousand for 2000 as
compared to $5.3 million for 1999.  Miscellaneous, net for
2000 includes losses of $4.7 million from the Association's
ownership interest in a company engaged in the manufacture and
distribution of fertilizer additives.  An insurance settlement
of $3.9 million, representing the recovery of product theft
losses at the Association's South Carolina poultry complex,
was received in 2000.  Miscellaneous, net also included a $615
thousand gain in 2000 from the Association's ownership
interest in a pecan processing and marketing company as
compared to a $824 thousand gain in 1999.

  For 2000 and 1999, the Association's combined federal and
state effective income tax rates were (46)% and 33%,
respectively.  Income tax expense (benefit) for the periods
presented reflects income taxes at statutory rates adjusted
for available tax credits and deductible patronage payments,
if applicable.  See Note 7 of Notes to Consolidated Financial
Statements.

  In response to the adverse operating conditions experienced
in 2000, the Association has implemented a profit recovery
plan, including cut backs in live broiler production,
reduction in plant operating hours, salary reductions for
senior management and salary freezes for salaried employees.
A curtailment/reduction in certain benefit plans has also been
instituted with increased cost shifting to employees.  Total
savings before income taxes from these changes is anticipated
to approximate $12 million annually with a one time benefit of
$30 million in 2001.  However, if broiler sales prices
deteriorate further or operating costs increase without a
corresponding increase in broiler sales prices, the
Association will have to implement further cost reduction
measures or consider the sale of assets or investments.

                   Financial Condition


Liquidity and Capital Resources

  The Association's liquidity is dependent upon funds from
operations and external sources of financing.  The principal
source of external short-term financing is a secured committed
credit facility.  In August 1998, the Association refinanced
its $440 million secured committed credit facility with a $500
million credit agreement with a commercial bank that included
a secured $125 million 364-day line of credit commitment, a
secured $125 million three-year revolving credit facility and
a $250 million three-year unsecured bridge facility.  Upon the
consummation of the sale of certain assets of the Agri-
Services segment in October 1998, the bridge loan was repaid.
See Notes 1 and 11 of Notes to Consolidated Financial
Statements.  In 1998, the Association obtained a $50 million
term loan from an agricultural credit bank and a $69.9 million
rolling four-month equity swap arrangement with a commercial
bank.  The equity swap was refinanced in 1999 for $58.1
million and was refinanced again in 2000 for $42.9 million.
In December 1999, the Association reduced its $250 million
secured committed credit facility to $200 million and in July
2000 increased the facility to $220 million.  The facility
includes a three-year $120 million revolving credit commitment
and a $100 million 364-day line of credit commitment which
expires on November 6, 2000.  At September 30, 2000, the
Association had unused loan commitments of $22 million.

  As of October 10, 2000, the Association had received $240
million in commitments for Senior Secured Credit Facilities
with a group of financial institutions that will include a
$100 million 364-day revolving line of credit, a $95 million
two year term loan, and a $45 million five year term loan.
The interest rates on the 364-day and two year term facilities
will range from 2.25% to 3% over the London Interbank Offered
Rate (LIBOR), adjusted quarterly based on the Association's
financial condition, while interest on the five year term loan
will be fixed at 4.75% over the Five Year U. S. Treasury Note
at the loan closing date.  These credit facilities are
expected to close on or before November 6, 2000.  The
Association's senior notes, senior secured credit facilities
and term loan with an agricultural bank will be secured by
substantially all of the Association's inventory, receivables,
and property, plant and equipment and subject to similar
covenants and conditions as the prior agreement.  In the event
the aforementioned senior secured credit facilities are not
consummated, Gold Kist's liquidity would be significantly
affected and, as a result, alternative plans would require
implementation.  See Note 4 of Notes to Consolidated Financial
Statements.

  Covenants under the terms of the loan agreements with
lenders include conditions that could limit short-term and
long-term financing available from various external sources.
The terms of debt agreements specify minimum consolidated
tangible net worth, current ratio and coverage ratio
requirements, as well as a limitation on the funded debt to
total capital ratio.  The debt agreements place a limitation
on capital expenditures, equity distributions, cash patronage
refunds, commodity hedging contracts and additional loans,
advances or investments.  At July 1, 2000, the Association was
in compliance with, or had obtained waivers for, all
applicable loan covenants.  See Note 4 of Notes to
Consolidated Financial Statements.

  In October 1998, the Association completed the sale of
assets of the Agri-Services segment to Southern States.
Proceeds of $218.3 million from the sale represented an amount
equal to  $39.9 million  plus 100% of estimated net current
asset value less the remaining obligations under an industrial
development bond, a lease obligation assumed by Southern
States and a $10.0 million hold back deduction provided for in
the asset purchase agreement.  In connection with the sale of
assets transaction, Southern States delivered to the
Association a post-closing statement of net asset value (the
"post-closing valuation") prepared pursuant to the terms of
the purchase agreement. The Association subsequently objected
to Southern States' post-closing valuation principally with
regard to the valuation of accounts and crop notes receivable.
In order to resolve the post-closing valuation, the
Association agreed in September 1999 to repurchase from
Southern States approximately $34.5 million of accounts and
crop notes receivable.  The agreement resulted in a final
settlement payment to Southern States of approximately $21.2
million in September 1999.  In order to complete the
transaction with Southern States, the Association committed to
purchase, subject to certain terms and conditions, from
Southern States up to $100 million principal amount of
preferred securities if Southern States was unable to market
the securities to other purchasers.  In October 1999, the
Company purchased for $98.6 million the $100 million principal
amount of preferred securities as required under the
commitment.  The preferred securities carry an initial
weighted average dividend rate of 7.8%.  Gold Kist is
permitted to sell the preferred securities, which are
classified as investments in the accompanying consolidated
balance sheet, pursuant to applicable securities regulations.
See Note 11 of Notes to Consolidated Financial Statements.

  In 1999, the operating activities of continuing operations
provided $156.2 million in cash as a result of the improvement
in poultry operating margins.  Net cash from investing
activities reflected proceeds of $218.3 million from the sale
of the Agri-Services segment.  Cash flow from investing
activities included $14.2 million from the sale of loans and
disposals of investments.  The proceeds from these activities
were used to repay short-term borrowings and long-term debt,
which included maturing Subordinated Certificates.  In
addition, cash uses included the funding of capital
expenditures of $31.9 million and redemptions of equity.

  In 2000, the operating activities of continuing operations
used $7.8 million in cash as a result of the net operating
loss caused by the depressed poultry market conditions.  Net
cash used in investing activities included the purchase of the
Southern States securities for $98.6 million and the
repurchase of accounts and crop notes receivable from Southern
States for a net amount of $20.5 million.  See Note 11 of
Notes to Consolidated Financial Statements.  In addition, cash
was used to fund capital expenditures of $29.9 million and to
pay patronage refunds and equity redemptions of $5.8 million.
Existing cash balances and increases in short and long term
borrowings were used to fund these activities.

  Working capital and patrons' equity were $23.8 million and
$239.5 million, respectively, at July 1, 2000 as compared to
$100.1 million and $279.4 million, respectively, at June 26,
1999.  The decrease in working capital reflected the increase
in short-term borrowings and current maturities of long term
debt.  The  decline  in patrons' equity reflected the $10.3
million decline in value of a marketable equity security, net
equity redemptions of $3.5 million and the $26.1 million net
loss.

  The Association plans capital expenditures of approximately
$35 million in 2001 that primarily include expenditures for
expansion of further processing capacity and technological
advances in poultry production and processing.  In addition,
planned capital expenditures include other asset improvements
and necessary replacements.  Management intends to finance
planned 2001 capital expenditures and related working capital
needs with existing cash balances, cash expected to be
provided from operations and additional borrowings, as needed.
In 2001, management expects cash expenditures to approximate
$5 million for equity distributions less insurance proceeds.
In connection with the sale of assets of the Agri-Services
segment to Southern States during 1999, Gold Kist
discontinued the sale of Subordinated Certificates.  The
Association believes cash on hand and cash equivalents at July
1, 2000 and cash expected to be provided from operations, in
addition to borrowings available under committed credit
arrangements, will be sufficient to maintain cash flows
adequate for the Association's operational objectives during
2001 and to fund the repayment of outstanding Subordinated
Certificates as they mature.

Year 2000 Disclosure Statement

  The year 2000 problem is the result of computer programs
written using two digits (rather than four) to define the
applicable year.  Any of the computer programs that have time-
sensitive software might recognize a date using "00" as the
year 1900 rather than the year 2000, which could result in
miscalculations or system failures.

  The Association completed its preparation for the year 2000
issue in November 1999 and as of September 30, 2000, there
have been no significant business interruptions related to the
year 2000 issue.  The Association will continue to monitor and
test its systems and those of our key vendors and develop
contingency plans, if needed, should any issues be identified.
The Association's cost of repairing the IT systems and non-IT
systems was approximately $800 thousand, of which
approximately $300 thousand was spent in fiscal 2000.

Important Considerations Related to Forward-Looking Statements

  It should be noted that this discussion contains forward-
looking statements which are subject to substantial risks and
uncertainties.  There are many factors which could cause
actual results to differ materially from those anticipated by
statements made herein.  In light of these risks and
uncertainties, the Association cautions readers not to place
undue reliance on any forward-looking statements.  The
Association undertakes no obligation to publicly update or
revise any forward-looking statements based on the occurrence
of future events, the receipt of new information or otherwise.

  Among the factors that may affect the operating results of
the Association are the following: (i) fluctuations in the
cost and availability of raw materials, such as feed grain
costs; (ii) changes in the availability and relative costs of
labor and contract growers; (iii) market conditions for
finished products, including the supply and pricing of
alternative proteins; (iv) effectiveness of sales and
marketing programs; (v) risks associated with leverage,
including cost increases due to rising interest rates; (vi)
changes in regulations and laws, including changes in
accounting standards, environmental laws and occupational,
health and safety laws; (vii) access to foreign markets
together with foreign economic conditions; and (viii) changes
in general economic conditions.

Effects of Inflation

  The major factor affecting the Association's net sales
volume and cost of sales is the change in commodity market
prices for broilers, hogs and feed grains.  The prices of
these commodities are affected by world market conditions and
are volatile in response to supply and demand, as well as
political and economic events.  The price fluctuations of
these commodities do not necessarily correlate with the
general inflation rate.  Inflation has, however, affected
operating costs such as labor, energy and material costs.

Future Accounting Requirements

  In June 1998, the Financial Accounting Standards Board
(FASB) issued Statement No. 133 "Accounting for Derivative
Instruments and Hedging Activities," which was amended in June
2000 by FASB Statement No. 138.  The Statement requires the
recognition of all derivatives on the balance sheet at fair
value.  The Company's derivatives include agricultural related
forward purchase contracts, futures and options.  The
Company's futures have historically been designated as hedges
and options have been marked to market.  Effective in the
first quarter of 2001, changes in the fair value of these
derivatives will be offset against the change in fair value of
the corresponding hedged assets, liabilities, or firm
commitments through earnings.  The disclosure requirements of
the Statement will be reflected in the Association's 2001
consolidated financial statements.  The effect of the adoption
of the new Statement in the first quarter of 2001 is not
expected to be significant to the financial statements.


Item 7A.  Quantitative And Qualitative Disclosure About
          Market Risks.

Market Risk

  The principal market risks affecting the Association are
exposure to changes in commodity prices and interest rates on
borrowings.  Although the Company has international net sales
volume and related accounts receivable for foreign customers,
there is no foreign currency exchange risk as all sales are
denominated in United States dollars.

Commodities Risk

  The Association is a purchaser of certain agricultural
commodities used for the manufacture of poultry feeds.  The
Association uses commodity futures and options for hedging
purposes to reduce the effect of changing commodity prices and
to ensure supply of a portion of its commodity inventories and
related purchase and sale contracts.  Feed ingredients futures
contracts, primarily corn and soybean meal, are recognized
when closed and option contracts are accounted for at market.
Gains and losses on the transactions are recorded as a
component of product cost.  Terms of the Association's
committed secured credit facility limit the use of cash
forward contracts and commodities futures and options to hedge
no more than twenty-six weeks of the Association's soybean
meal and corn requirements.  At July 1, 2000, the notional
amounts and fair value of the Association's outstanding
commodity futures and options positions were not material and
there were no significant deferred gains or losses.



Item 8.    Financial Statements and Supplementary Data.


                             INDEX

                                                          Page
GOLD KIST INC.
CONSOLIDATED FINANCIAL STATEMENTS:
Independent Auditors' Reports                               18
Consolidated Balance Sheets as of June 26, 1999
 and July 1, 2000                                           20
Consolidated Statements of Operations for the years
 ended June 27, 1998, June 26, 1999 and July 1, 2000        21
Consolidated Statements of Patrons' and Other Equity
 and Comprehensive Income (Loss) for the years ended
 June 27, 1998, June 26, 1999 and July 1, 2000              22
Consolidated Statements of Cash Flows for the years
 ended June 27, 1998, June 26, 1999 and July 1, 2000        23
Notes to Consolidated Financial Statements                  24

FINANCIAL STATEMENT SCHEDULES
(Included in Part IV of this Report):

Valuation and Qualifying Accounts  for the years ended
 June 27, 1998, June 26, 1999 and July 1, 2000              45



                INDEPENDENT AUDITORS' REPORT


The Board of Directors
Gold Kist Inc.:

   We have audited the accompanying consolidated balance
sheets of Gold Kist Inc. and subsidiaries as of June 26, 1999
and July 1, 2000, and the related consolidated statements of
operations, patrons' and other equity and comprehensive income
(loss), and cash flows for each of the years in the three-year
period ended July 1, 2000, as listed in the accompanying
index. In connection with our audits of the consolidated
financial statements, we also have audited the financial
statement schedule as listed in the accompanying index.  These
consolidated financial statements and financial statement
schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these
consolidated financial statements and financial statement
schedule based on our audits.  We did not audit the
consolidated financial statements of Golden Peanut Company,
LLC and Subsidiaries, an investment accounted for using the
equity method of accounting, as described in Note 10(b) to the
consolidated financial statements.  The consolidated financial
statements of Golden Peanut Company, LLC and Subsidiaries were
audited by other auditors whose report has been furnished to
us, and our opinion, insofar as it relates to the amounts
included for Golden Peanut Company, LLC and Subsidiaries, is
based solely on the report of the other auditors.

   We conducted our audits in accordance with auditing
standards generally accepted in the United States of America.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We
believe that our audits and the report of the other auditors
provide a reasonable basis for our opinion.

   In our opinion, based on our audits and the report of the
other auditors, the consolidated financial statements referred
to above present fairly, in all material respects, the
financial position of Gold Kist Inc. and subsidiaries as of
June 26, 1999 and July 1, 2000, and the results of their
operations and their cash flows for each of the years in the
three-year period ended July 1, 2000, in conformity with
accounting principles generally accepted in the United States
of America.  Also in our opinion, the related financial
statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth
therein.




                                   KPMG LLP


Atlanta, Georgia
September 8, 2000,
except for the sixth
paragraph of Note 4
as to which the date
is October 10, 2000


            REPORT OF INDEPENDENT AUDITORS



The Board of Directors
Golden Peanut Company, LLC

   We have audited the accompanying consolidated balance
sheets of Golden Peanut Company, LLC and Subsidiaries (the
"Company") as of June 30, 2000 and 1999, and the related
consolidated statements of operations, members' equity, and
cash flows for each of the three years in the period ended
June 30, 2000 (not presented separately herein).  These
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

   We conducted our audits in accordance with auditing
standards generally accepted in the United States.  Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our
opinion.

   In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Golden Peanut Company, LLC and
Subsidiaries at June 30, 2000 and 1999, and the consolidated
results of their operations and their cash flows for each of
the three years in the period ended June 30, 2000, in
conformity with accounting principles generally accepted in
the United States.


                                        Ernst & Young LLP


Atlanta, Georgia
August 25, 2000, except the third
paragraph of Note 6, as to which
the date is October 11, 2000.



<TABLE>
                                GOLD KIST INC.
                         CONSOLIDATED BALANCE SHEETS
                            (Amounts in Thousands)

<CAPTION>
                                               June 26, 1999     July 1, 2000
                             ASSETS
<S>                                              <C>                <C>
Current assets:
 Cash and cash equivalents                       $ 20,810             8,671
 Receivables, principally trade, less
  allowance for doubtful    accounts of
  $3,261 in 1999 and $4,041 in 2000               109,060           106,698
 Inventories (note 2)                             182,799           183,061
 Deferred income taxes                             17,842            16,360
 Other current assets                              28,999            18,924
  Total current assets                            359,510           333,714
Investments (notes 10 and 11)                     106,199           167,988
Property, plant and equipment, net
  (note 3)                                        248,016           239,188
Other assets                                      100,412           140,400
                                                 $814,137           881,290

 LIABILITIES AND EQUITY
Current liabilities:
 Notes payable and current maturities of
 long-term debt (note 4):
  Short-term borrowings                          $ 58,085           131,910
  Subordinated loan certificates                   10,095                40
  Current maturities of long-term debt             16,820            34,352
                                                   85,000           166,302
 Accounts payable                                  84,393            72,325
 Accrued compensation and related expenses         36,165            24,052
 Interest left on deposit (note 4)                 10,487            11,528
 Other current liabilities                         43,317            35,756
  Total current liabilities                       259,362           309,963
Long-term debt, excluding current
  maturities (note 4)                             186,913           251,714
Accrued postretirement benefit costs
  (note 8(b))                                      53,432            58,407
Other liabilities                                  35,063            21,716
  Total liabilities                               534,770           641,800
Patrons' and other equity (note 6):
 Common stock, $1.00 par value -
  Authorized 500 shares;      issued and
  outstanding 31 in 1999 and 30 in 2000                31                30
 Patronage reserves                               204,080           197,520
 Accumulated other comprehensive income -
  unrealized gain on   marketable equity
  security (note 10(a))                            19,015             8,747
 Retained earnings                                 56,241            33,193
  Total patrons' and other equity                 279,367           239,490
Commitments and contingencies (notes 4,
  5, 6, 8, 9 and 10(b))
                                                 $814,137           881,290


         See accompanying notes to consolidated financial
statements.

</TABLE>
 <TABLE>
                               GOLD KIST INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands)
<CAPTION>
                                                      Years Ended
                                     June 27, 1998   June 26, 1999  July 1, 2000
<S>                                     <C>             <C>          <C>
Net sales volume                       $1,651,115       1,766,104    1,706,884
Cost of sales                           1,662,376       1,567,906    1,645,614
   Gross margins (loss)                   (11,261)        198,198       61,270
Distribution, administrative and
   general expenses                        66,695          76,258       82,297
   Net operating margins (loss)           (77,956)        121,940      (21,027)
Other income (deductions):
   Interest and dividend income             1,955           2,177        7,572
   Interest expense                       (26,910)        (26,050)     (30,425)
   Equity in earnings (loss) of
      affiliate (note 10(b))                4,369             188       (4,393)
   Miscellaneous, net (note 10(a))          6,383           5,316           33
      Total other deductions              (14,203)        (18,369)     (27,213)
   Margins (loss) from continuing
      operations before income taxes      (92,159)        103,571      (48,240)
Income tax expense (benefit)-(note 7)     (35,123)         34,210      (22,154)
   Margins (loss) from continuing
      operations                          (57,036)         69,361      (26,086)
Discontinued operations
   (notes 7 and 11):
   Loss from operations of discontinued
      Agri-Services segment (less
      applicable income tax benefit
      of $(8.6) million for 1998)         (15,130)              -            -
   Loss on disposal of Agri-Services
      segment including provision of
      $20.4 million accrued in 1998
      for operating losses during
      phase out period (less appli-
      cable income tax benefit of
      $(16.5) million for 1998 and
      $(4.3) million for 1999).           (30,622)         (8,034)           -
   Net margins (loss)                  $ (102,788)         61,327      (26,086)



           See accompanying notes to consolidated financial statements.
</TABLE>


<TABLE>
                              GOLD KIST INC.
            CONSOLIDATED STATEMENTS OF PATRONS' AND OTHER EQUITY
                     AND COMPREHENSIVE INCOME (LOSS)
         For the Years Ended June 27, 1998, June 26, 1999 and July 1, 2000
                          (Amounts in Thousands)

<CAPTION>
                                          Accumulated other
                                           comprehensive
                                         income - unrealized
                                           gain (loss) on
                       Common  Patronage  marketable equity  Retained
                       stock    Reserves      security       earnings   Total
<S>                   <C>        <C>          <C>            <C>       <C>
June 28, 1997         $  32      203,988      32,749         109,306   346,075
 Comprehensive loss:
  Net loss for 1998       -            -           -        (102,788) (102,788)
  Change in value of
   marketable equity
   security, net of
   tax (note 10(a))       -            -      (5,650)              -    (5,650)
 Total comprehensive
  loss                                                                (108,438)
 Redemptions and other
   changes                1       (5,471)            -         1,839    (3,631)
June 27, 1998            33      198,517      27,099           8,357   234,006
 Comprehensive income:
  Net margins for 1999    -       14,990           -          46,337    61,327
  Change in value of
   marketable equity
   security, net of
   tax (note 10(a))         -           -     (8,084)              -    (8,084)
 Total comprehensive
  income                                                                53,243
 Cash portion of
  nonqualified
  patronage refund        -       (2,263)          -               -    (2,263)
 Redemptions and other
  changes                (2)      (7,164)          -           1,547    (5,619)
June 26, 1999            31      204,080      19,015          56,241   279,367
 Comprehensive loss:
  Net loss for 2000       -            -           -          (26,086) (26,086)
  Change in value of
   marketable equity
   security, net of
   tax (note 10(a))       -            -     (10,268)              -   (10,268)
 Total comprehensive
  loss                                                                 (36,354)
 Redemptions and other
  changes                (1)      (6,560)          -           3,038    (3,523)
July 1, 2000        $    30      197,520       8,747          33,193   239,490



     See accompanying notes to consolidated financial statements.</TABLE>


<TABLE>
                                 GOLD KIST INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
<CAPTION>
                                                     Years Ended
                                    June 27, 1998   June 26, 1999  July 1, 2000
<S>                                  <C>               <C>            <C>
Cash flows from operating activities:
 Margins (loss) from continuing
  operations                         $ (57,036)         69,361        (26,086)
 Non-cash items included in margins
  (loss) from continuingoperations:
  Depreciation and amortization          37,547         40,979         43,312
  Equity in (earnings) loss of
   affiliate                             (4,369)          (188)         4,393
  Deferred income tax expense
   (benefit)                           (14,486)         10,460        (18,373)
  Other                                  8,549            (988)         2,855
 Changes in operating assets and
  liabilities:
  Receivables                            (8,225)        (1,103)         2,362
  Inventories                            5,285          (8,595)          (262)
  Other current assets                   28,539         14,072          1,209
  Accounts payable and accrued
   expenses                             (5,919)         33,159        (18,282)
  Interest left on deposit                  56            (964)         1,041
Net cash provided by (used in)
 operating activities of continuing
 operations                            (10,059)        156,193         (7,831)
Net cash provided by (used in)
 operating activities of
 discontinued operations               (52,400)         34,083              -
Net cash provided by (used in)
 operating activities                  (62,459)        190,276         (7,831)
Cash flows from investing
 activities:
 Acquisitions of investments            (2,236)              -        (98,605)
 Acquisitions of property, plant and
  equipment                            (54,360)        (31,887)       (29,874)
 Acquisition of subsidiary minority
  interest                             (53,104)              -              -
 Proceeds from disposal of investments   1,305           6,028          3,429
 Proceeds from sale of loans                 -           8,191              -
 Other                                   1,444           2,598         (2,592)
Net cash used in investing activities
 of continuing operations             (106,951)        (15,070)      (127,642)
Net cash provided by (used in)
 investing activities of dis-
 continued operations:
  Proceeds from sale of the Agri-
   Services segment                          -         218,313              -
  Repurchase of accounts and crop
   notes receivable, net                     -               -        (20,538)
  Other                                  (6,385)             -          3,554
Net cash provided by (used in)
 investing activities                 (113,336)        203,243       (144,626)
Cash flows from financing
 activities:
 Short-term borrowings, net              21,578       (168,764)        63,770
 Proceeds from long-term debt          272,116          85,699        100,000
 Principal payments of long-term
  debt                                (120,400)       (295,814)       (17,667)
 Patronage refunds and other equity
  paid in cash                          (3,631)         (5,619)        (5,785)
Net cash provided by (used in)
 financing activities.                 169,663        (384,498)       140,318
Net change in cash and cash
 equivalents                            (6,132)          9,021        (12,139)
Cash and cash equivalents at
 beginning of year                      17,921          11,789         20,810
Cash and cash equivalents at end
 of year                              $  11,789         20,810          8,671
Supplemental disclosure of cash
 flow data:
 Cash paid during the years for:
  Interest (net of amounts
   capitalized)                       $  45,577         28,512         29,738
  Income taxes                        $       -         12,465          2,940

          See accompanying notes to consolidated financial statements.
</TABLE>

                   GOLD KIST INC.
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    June 27, 1998, June 26, 1999 and July 1, 2000
            (Dollar Amounts in Thousands)


(1)  Summary of Significant Accounting Policies

  Gold Kist Inc. is an agricultural membership cooperative
association, headquartered in Atlanta, Georgia.  Gold Kist
Inc. has approximately 25,000 farmer members and other
cooperative associations located principally in the
southeastern United States.  Gold Kist Inc. operates fully
integrated broiler production, processing and marketing
operations, as well as pork production facilities.  These
operations provide marketing and purchasing services to
approximately 2,300 breeder, broiler and pork producers.

  Gold Kist Inc. and Southern States Cooperative, Incorporated
("Southern States") entered into an Asset Purchase Agreement
(the "Agreement"), dated as of July 23, 1998, pursuant to
which Gold Kist Inc. agreed to sell and assign, and Southern
States agreed to purchase and assume, the assets and certain
of the liabilities of Gold Kist Inc.'s agricultural inputs
business.  In October 1998, Gold Kist Inc. completed the sale
of assets and certain liabilities to Southern States.  The
affected assets included substantially all of the assets of
the Agri-Services segment (see note 11).

  The accounting and reporting policies of Gold Kist Inc. and
subsidiaries conform to accounting principles generally
accepted in the United States of America and to general
practices among agricultural cooperatives.  The following is a
summary of the significant accounting policies.

  (a)  Basis of Presentation

         The accompanying consolidated financial statements
     include the accounts of Gold Kist Inc. and its wholly and
     majority owned subsidiaries (collectively "Gold Kist" or
     "Company" or "Association").  All significant
     intercompany balances and transactions have been
     eliminated in consolidation.

  (b)  Cash and Cash Equivalents

         Gold Kist's policy is to invest cash in excess of
     operating requirements in highly liquid interest bearing
     debt instruments, which include commercial paper and
     reverse repurchase agreements.  These investments are
     stated at cost which approximates market.  For purposes
     of the consolidated statements of cash flows, Gold Kist
     considers all highly liquid debt instruments purchased
     with original maturities of three months or less to be
     cash equivalents.

  (c)  Inventories

         Live poultry and hogs consist of broilers, breeding
     stock and market hogs.  The broilers and market hogs are
     stated at the lower of average cost or market.  The
     breeding stock is stated at average cost, less
     accumulated amortization.

         Raw materials and supplies consist of feed
     ingredients, hatching eggs, packaging materials and
     operating supplies.  These inventories are stated,
     generally, on the basis of the lower of cost (first-in,
     first-out or average) or market.  Gold Kist engages in
     commodity futures and options transactions to manage the
     risk of adverse price fluctuations with regard to its
     feed ingredient purchases.  Futures contracts are
     accounted for as hedges and option contracts are
     accounted for at market.  Gains or losses on futures and
     options transactions are included as a part of product
     cost.   At June 26, 1999 and July 1, 2000, there were no
     significant unrealized commodity futures positions.




                       GOLD KIST INC.
      Notes to Consolidated Financial Statements, Continued
                (Dollar Amounts in Thousands)


         Marketable products consist primarily of dressed and
     further processed poultry.  These inventories are stated,
     principally, on the basis of selling prices, less
     estimated brokerage, freight and certain other selling
     costs where applicable (estimated net realizable value).

  (d)  Revenue Recognition

          Revenue is recognized upon shipment or upon transfer
     of ownership of the product to the customer.

  (e)  Property, Plant and Equipment

         Property, plant and equipment is recorded at cost.
     Depreciation of plant and equipment is calculated using
     the straight-line method over the estimated useful lives
     of the respective assets.

  (f)  Investments

         Investments in other cooperatives are recorded at
     cost and include the amount of patronage refund
     certificates and patrons' equities allocated, less
     distributions received.  These investments are not
     readily marketable and quoted market prices are not
     available.  Accordingly, it is not practical to determine
     these investments' fair value.  The equity method of
     accounting is used for investments in other companies in
     which Gold Kist's voting interest is 20 to 50 percent.
     Investments in less than 20 percent owned companies which
     are not readily marketable are stated at cost.

         Gold Kist applies the provisions of Statement of
     Financial Accounting Standards No. 115 (SFAS 115),
     "Accounting for Certain Investments in Debt and Equity
     Securities."   Pursuant to the provisions of SFAS 115,
     the  Company has classified its marketable equity
     security as "available-for-sale."  "Available-for-sale"
     securities are those the Company intends to hold for a
     period of time and are not acquired with the intent of
     selling them in the near term.  Accumulated other
     comprehensive income - unrealized gains and losses on
     "available-for-sale" securities are included as a
     separate component of patrons' and other equity in the
     accompanying consolidated financial statements, net of
     deferred income taxes.  Management believes the carrying
     value of the collateralized loans approximate market
     value and, accordingly, no adjustment has been recognized
     in the accompanying consolidated financial statements.

         Gold Kist's investment in Golden Peanut Company is
     accounted for using the equity method (see note 10(b)).
     Other investments accounted for under the equity method
     are not significant.

  (g)  Income Taxes

         Gold Kist operates as an agricultural cooperative
     not exempt from Federal income taxes.  Aggregate margins
     not refunded in cash to members or allocated in the form
     of qualified written notices are subject to income taxes.

         The bylaws of Gold Kist provide for the issuance of
     either qualified or nonqualified patronage refunds (as
     defined for purposes of Subchapter T of the Internal
     Revenue Code).  Gold Kist utilizes nonqualified patronage
     refunds which are deductible for income tax purposes only
     to the extent paid or redeemed in cash.


                        GOLD KIST INC.
       Notes to Consolidated Financial Statements, Continued
                  (Dollar Amounts in Thousands)


         Income taxes are accounted for under the asset and
     liability method.  Deferred tax assets and liabilities
     are recognized for the future tax consequences
     attributable to differences between the financial
     statement carrying amounts of existing assets and
     liabilities and their respective tax bases and operating
     loss and tax credit carryforwards.  Deferred tax assets
     and liabilities are measured using enacted tax rates
     expected to apply to taxable income in the years in which
     those temporary differences are expected to be recovered
     or settled.  The effect on deferred tax assets and
     liabilities of a change in tax rates is recognized as
     income or expense in the period that includes the
     enactment date.

  (h)  Fair Value of Financial Instruments

         Gold Kist's financial instruments include cash and
     cash equivalents, receivables and accounts payables and
     accrued expenses, interest left on deposit, notes
     receivable and debt.  Because of the short maturity of
     cash equivalents, receivables and accounts payables and
     accrued expenses, interest left on deposit, certain short-
     term debt which matures in less than one year and long-
     term debt with variable interest rates, the carrying
     value approximates fair value.  All financial instruments
     are considered to have an estimated fair value which
     approximates carrying value at June 26, 1999 and July 1,
     2000 unless otherwise specified (see notes 1(f) and 4).

  (i)  Impairment of Long-Lived Assets and Long-Lived Assets
       to Be Disposed Of

         Gold Kist applies the provisions of SFAS No. 121,
     "Accounting for the Impairment of Long-Lived Assets and
     for Long-Lived Assets to Be Disposed Of" (SFAS 121).
     SFAS 121 requires that long-lived assets and certain
     identifiable intangibles be reviewed for impairment
     whenever events or changes in circumstances indicate that
     the carrying amount of an asset may not be recoverable.
     Recoverability of assets to be held and used is measured
     by a comparison of the carrying amount of an asset to
     future net cash flows expected to be generated by the
     asset.  If such assets are considered to be impaired, the
     impairment to be recognized is measured by the amount by
     which the carrying amount of the assets exceed the fair
     value of the assets.  Assets to be disposed of are
     reported at the lower of the carrying amount or fair
     value less costs to sell.

  (j)  Comprehensive Income

          In 1999, Gold Kist adopted SFAS No. 130, "Reporting
     Comprehensive Income" (SFAS 130).  SFAS 130 establishes
     rules for reporting of comprehensive income and its
     components.  Comprehensive income consists of net margins
     and unrealized gains and losses on marketable security
     and is presented in the consolidated statements of
     patrons' and other equity and comprehensive income
     (loss).  The adoption of SFAS 130 had no impact on total
     patrons' equity.  Prior year financial statements have
     been reclassified to conform to the SFAS 130
     requirements.

  (k)  Fiscal Year

         Gold Kist employs a 52/53 week fiscal year.  The
     consolidated financial statements for 1998 and 1999
     reflect 52 weeks.  Fiscal 2000 was a 53 week year.
     Fiscal 2001 will be a 52 week year.

  (l)  Use of Estimates

         Management of Gold Kist has made a number of
     estimates and assumptions relating to the reporting of
     assets and liabilities and the disclosure of contingent
     assets and liabilities to prepare these consolidated
     financial statements in conformity with generally
     accepted accounting principles.  Actual results could
     differ from these estimates.



                          GOLD KIST INC.
         Notes to Consolidated Financial Statements, Continued
                    (Dollar Amounts in Thousands)


 (2) Inventories

  Inventories are summarized as follows:
<TABLE>
<CAPTION>
                                       1999      2000
          <S>                        <C>        <C>
          Live poultry and hogs      $ 93,999    97,623
          Marketable products          56,097    53,367
          Raw materials and supplies   32,703    32,071
                                     $182,799   183,061
</TABLE>

(3)  Property, Plant and Equipment

  Property, plant and equipment is summarized as follows:
<TABLE>
<CAPTION>
                                       1999     2000
          <S>                        <C>       <C>
          Land and land improvements $ 33,406    33,654
          Buildings                   186,635   185,626
          Machinery and equipment     397,655   386,108
          Construction in progress      1,134     7,937
                                      618,830   613,325
          Less accumulated
            depreciation              370,814   374,137
                                     $248,016   239,188
</TABLE>
(4)  Notes Payable and Long-Term Debt

  Short-term borrowings at July 1, 2000 include $42.9 million
under a rolling four-month secured agreement with a commercial
bank entered into in April 1998.  The commercial bank holds a
marketable equity security owned by Gold Kist as collateral
(see note 10(a)).  The Company is required to maintain funds
with the bank to account for volatility in the market price of
the security held as collateral.  Interest on the borrowings
are at one-month London Interbank Offered Rate (LIBOR) plus
 .75% per annum.  The Company earns interest on the collateral
funds at rates that approximate the federal funds rate.

  The Company's long-term debt includes a $20 million single
installment senior note, the Series A Senior Notes and the
Series B Senior Notes with an insurance company.  The interest
rates on these notes are adjusted quarterly in accordance with
the Company's financial condition.  As of July 1, 2000,
interest rates on the single installment interest notes, the
Series A Senior Notes and the Series B Senior Notes were
11.1%, 9.35% and 9.69%, respectively.

  At June 26, 1999, the Company's syndicated credit facility
included a secured $125 million 364-day line of credit
commitment and a secured $125 million three-year revolving
credit facility with a group of financial institutions.  The
364-day line of credit and three-year revolving credit
facility, as well as, the Company's senior notes payable, term
loan with an agricultural credit bank and any letters of
credit were secured by all inventory and receivables of the
Company and by mortgages on the Company's facilities in
Marshall County, Alabama and Sumter County, South Carolina.
In July 2000, the Company reduced the secured committed credit
facility to $220 million, which includes a three-year $120
million revolving credit agreement and a $100 million 364-day
line of credit.  The $220 million secured credit facility will
expire on November 6, 2000.



                      GOLD KIST INC.
     Notes to Consolidated Financial Statements, Continued
               (Dollar Amounts in Thousands)

  As of July 1, 2000, the balance outstanding under the 364-
day line of credit was $89.0 million with a weighted average
interest rate of 9%.  Subordinated loan certificates of $10.1
million at June 26, 1999 bore interest rates of 6.3% to 6.4%
with terms of one year and were unsecured.

  Interest left on deposit represents amounts of interest
payable, which at the option of the holders of various classes
of certificates, is left on deposit with Gold Kist.
Additional interest on these amounts accrues at the same rates
as the related certificates.

  As of October 10, 2000, the Company had received $240
million in commitments for Senior Secured Credit Facilities
with a group of financial institutions that will include a
$100 million 364-day revolving line of credit, a $95 million
two year term loan and a $45 million five year term loan.  The
interest rates on the 364-day and two year term facilities
will range from 2.25% to 3% over LIBOR, adjusted quarterly
based on the Company's financial condition, while interest on
the five year term loan will be fixed at 4.75% over the Five
Year U. S. Treasury Note at the loan closing date.  These
credit facilities are expected to close on or before November
6, 2000.  The Company's senior notes, senior secured credit
facilities and term loan with an agricultural bank will be
secured by substantially all of the Association's inventory,
receivables, and property, plant and equipment and subject to
similar covenants and conditions as the prior agreement.  In
the event the aforementioned senior secured credit facilities
are not consummated, Gold Kist's liquidity would be significantly
affected and, as a result, alternative plans would require
implementation.

  Long-term debt is summarized as follows:


<TABLE>
<CAPTION>
                                                             1999        2000
    <S>                                                     <C>           <C>
    Single installment senior note due in June
     2001 with interest payable quarterly                 $ 20,000      20,000
    Series A senior notes, due in annual
     installments of $2,727 beginning in
     February 2002 with interest payable
     quarterly                                              30,000      30,000
    Series B senior notes, due in annual
     installments of $2,272 beginning in
     May 2002 with interest payable
     quarterly                                              25,000      25,000
    Revolving credit agreements with financial
     institutions  (weighted average rate of
     8.1% at July 1, 2000)                                       -     100,000
    Term loan agreements with agricultural
     credit bank, due in semi-annual install-
     ments of $1,785 with interest payable
     quarterly (weighted average interest
     rate of 7.7% at June 26, 1999 and 8.5%
     at July 1, 2000)                                       48,215      44,645
    Subordinated capital certificates of
     interest with fixed maturities ranging
     from two to fifteen years, unsecured
     (weighted average interest rate of 7.6%
     at June 26, 1999 and July 1, 2000)                     66,905      53,863
    Tax exempt industrial revenue bonds with
     varying interest rates, due in quarterly
     and annual installments through 2016,
     secured by property, plant and equipment               10,450      10,000
    Pro rata share of mortgage loan, at 8.47%
     interest, due in monthly installments
     to June 30, 2004, secured by a building                 1,627       1,360
    Other                                                    1,536       1,198
                                                           203,733     286,066
  Less current maturit ies                                  16,820      34,352
                                                          $186,913     251,714
</TABLE>

  Based upon discounted cash flows of future payments,
assuming interest rates available to Gold Kist for issuance of
debt with similar terms and remaining maturities, the
estimated fair value of the senior notes at June 26, 1999 and
July 1, 2000 was approximately $72.4 million and $74.4
million, respectively.  Based upon discounted cash flows of
future payments, assuming interest rates available to the
Association for issuance of debt with similar terms and
remaining maturities, the estimated fair value of the term
loans with the agricultural credit bank at June 26, 1999 and
July 1, 2000 was approximately $45.3 million and $41.8
million, respectively.




                     GOLD KIST INC.
    Notes to Consolidated Financial Statements, Continued
              (Dollar Amounts in Thousands)

    The terms of debt agreements specify minimum consolidated
tangible net worth, current ratio and coverage ratio
requirements, as well as a limitation on the funded debt to
total capital ratio.  The debt agreements place a limitation
on capital expenditures, equity distributions, cash patronage
refunds, commodity hedging contracts and additional loans,
advances or investments.  At July 1, 2000, the Association was
in compliance with, or had obtained waivers for, all loan
covenants.

    Annual required principal repayments on long-term debt for
the five years subsequent to July 1, 2000 are as follows:
<TABLE>
<CAPTION>
       Year:
       <S>                                       <C>
       2001                                      $ 34,352
       2002                                       122,836
       2003                                        16,282
       2004                                        22,136
       2005                                        10,860
</TABLE>

(5)  Leases

  Gold Kist leases vehicles, transportation and processing
equipment and certain facilities from third parties under
operating leases, many of which contain renewal options. Rent
expense from continuing operations for 1998, 1999 and 2000 was
$12.8 million, $13.4 million and $16.3 million, respectively.
Commitments for minimum rentals under non-cancelable operating
leases at the end of 2000 are as follows:

<TABLE>
<CAPTION>

       <S>                                          <C>
       2001                                         $11,003
       2002                                           8,819
       2003                                           5,691
       2004                                           3,452
       2005                                           1,971
</TABLE>
(6) Patrons' and Other Equity

  Gold Kist's Articles of Incorporation provide for a class of
common stock and a class of preferred stock pursuant to the
provisions of the Georgia Cooperative Marketing Act.  Each
member is allocated one share of common stock, $1.00 par
value.  The common shares are not marketable or transferable
and no dividends will be declared on these common shares.  No
issuance of preferred stock has been authorized by Gold Kist.

  Patronage reserves represent undistributed member margins
allocated as either qualified or nonqualified notified equity,
less income taxes paid on undistributed nonqualified equity.
Qualified notified equity is deductible for income tax
purposes when allocated; whereas, nonqualified notified equity
is deductible upon redemption.  The redemption of qualified
and nonqualified notified equity is subject to the discretion
of the Board of Directors.  Patronage reserves do not bear
interest and are subordinated to all certificates outstanding
and indebtedness of Gold Kist.

  Retained earnings include an allocation of member margins
based on financial ratios, as well as cumulative net margins
(losses) resulting from nonmember and nonpatronage
transactions, including noncooperative subsidiaries, and
losses from patronage operations.  Also included are amounts
related to the early redemption of notified equity,
representing the difference between the face value and the
redemption amounts.


                       GOLD KIST INC.
      Notes to Consolidated Financial Statements, Continued
                 (Dollar Amounts in Thousands)

(7) Income Taxes

  Total income tax expense (benefit) was allocated as follows:
<TABLE>
<CAPTION>
                                                  1998        1999       2000
  <S>                                          <C>           <C>        <C>
  Margins (loss) from continuing operations    $(35,123)     34,210     (22,154)
  Discontinued operations                        (8,571)          -           -
  Loss on disposal of Agri-Services segment,
    including operating losses during phase
    out period                                  (16,489)     (4,326)          -
  Patrons' and other equity - accumulated
    comprehensive income - unrealized gain on
    marketable equity security                   (3,043)     (4,353)     (5,040)
                                               $(63,226)     25,531     (27,194)
</TABLE>

  The provisions for income tax expense (benefit), principally
Federal, related to margins (loss) from continuing operations
consist of the following:
<TABLE>
<CAPTION>

                                                  1998        1999        2000
  <S>                                            <C>          <C>       <C>
  Current expense (benefit)                    $(20,637)     23,750      (3,781)
  Deferred expense (benefit)                    (14,486)     10,460     (18,373)
                                               $(35,123)     34,210     (22,154)
</TABLE>

  Gold Kist's combined federal and state effective tax rate
from operations for 1998, 1999 and 2000 was (38)%, 33% and
(46)%, respectively.  A reconciliation of income tax expense
(benefit) allocated to margins (loss) from continuing
operations computed by applying the Federal corporate income
tax rate of 35% in 1998, 1999 and 2000 to margins (loss) from
continuing operations before income taxes for the applicable
year follows:
<TABLE>
<CAPTION>
                                                  1998        1999       2000
  <S>                                          <C>           <C>        <C>
  Computed expected income tax expense
    (benefit)                                  $(32,256)     36,250     (16,884)
  Increase (decrease) in income tax expense
    (benefit) resulting from:
    Cash portion of nonqualified patronage
     refund                                           -        (792)          -
    Effect of state income taxes, net of
     Federal benefit                             (2,199)      1,274      (2,644)
    Nonqualified equity redemptions              (1,203)     (1,543)     (1,187)
    Employment credits                              (80)       (109)       (219)
    Other, net                                      615        (870)     (1,220)
                                               $(35,123)     34,210     (22,154)
</TABLE>

                   GOLD KIST INC.
  Notes to Consolidated Financial Statements, Continued
            (Dollar Amounts in Thousands)

  The tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and deferred
tax liabilities at June 26, 1999 and July 1, 2000 are as
follows:
<TABLE>
<CAPTION>
                                                              1999       2000
  <S>                                                        <C>        <C>
  Deferred tax assets:
    Postretirement benefits                                  $20,694    22,781
    Federal tax operating loss carryforward                        -     9,058
    Insurance accruals                                        10,437    10,092
    Federal alternative minimum tax carryforward               1,408     1,678
    Allowance for doubtful accounts                            1,523     1,811
    State tax operating loss carryforwards                     2,111     3,777
    Equity in partnerships                                     2,221     4,622
    Investment reserve...                                      5,698     7,822
    Discontinued operations                                    3,708     3,708
    Other                                                      1,144     3,606
     Total gross deferred tax assets                          48,944    68,955
    Less valuation allowance                                    (620)     (397)
     Total net deferred tax assets                            48,324    68,558

  Deferred tax liabilities:
    Unrealized gain on marketable equity security            (10,239)   (5,199)
    Accelerated depreciation                                  (4,229)   (6,048)
    Deferred compensation                                     (7,727)   (8,117)
     Total deferred tax liabilities                          (22,195)  (19,364)
     Net deferred tax assets                                $ 26,129    49,194
</TABLE>

  The net change in the total valuation allowance for the
years ended 1998, 1999 and 2000 was an increase of $58, a
decrease of $516 and a decrease of $223, respectively.  The
Company's management believes the existing net deductible
temporary differences comprising the total net deferred tax
assets will reverse during periods in which the Company
generates net taxable income.

  At July 1, 2000, Gold Kist has an alternative minimum tax
carryforward for federal income tax purposes of $1.7 million,
which is available to offset future federal income taxes, if
any.  The federal tax operating loss carryforward of $26
million at July 1, 2000 expires on July 1, 2020, which is
available to offset future federal income taxes, if any,
during such period.

(8) Employee Benefits

  (a)  Pension Plan

         Gold Kist has a noncontributory defined benefit
     pension plan covering substantially all of its employees
     and directors and an affiliate's employees
     (participants).  The affiliate's benefit obligation, plan
     assets and net periodic benefit cost are not included in
     the following tables.  The plan provisions covering the
     salaried participants provides pension benefits that are
     based on the employees' compensation during the years
     before retirement or other termination of employment.
     The plan provisions covering the hourly participants
     provides pension benefits that are based on years of
     service.  Gold Kist's funding policy is to contribute
     within the guidelines prescribed by Federal regulations.
     Plan assets consist principally of corporate equities and
     bonds, and United States Government and Agency
     obligations.

                        GOLD KIST INC.
       Notes to Consolidated Financial Statements, Continued
                 (Dollar Amounts in Thousands)

  (b)  Medical and Life Insurance Plans

         Gold Kist provides health care and death benefits to
     substantially all retired employees, covered dependents
     and their beneficiaries.  Generally, employees who have
     attained age 55 and who have 10 years of service are
     eligible for        these benefits.  In addition,
     employees with less than 10 years of service who retired
     before July 1, 1992 are eligible for these benefits.  The
     health care and death benefit plans are contributory and
     coverages increase with increased years of service.

  The following table sets forth the plans' change in benefit
obligation, change in plan assets and economic assumptions for
the years ended June 26, 1999 and July 1, 2000.
<TABLE>
<CAPTION>
                                                               Medical & Life
                                          Pension Benefits   Insurance Benefits
                                          1999       2000     1999        2000
<S>                                     <C>         <C>       <C>        <C>
Change in benefit obligation
Benefit obligation at beginning
  of year                               $129,299    121,685   59,612     66,057
Service cost                               4,470      4,072    3,181      3,539
Interest cost                              9,145      8,914    4,106      4,679
Actuarial (gains) and losses               4,834     (4,208)   5,184      1,764
Benefits paid (other than
  settlements)                            (5,258)   (12,987)  (2,443)    (2,968)
Plan amendments                                -     12,928        -          -          -
Divestitures, curtailments, or
  settlements                            (22,177)         -   (3,583)         -
Special termination benefits               1,372          -        -          -
Benefit obligation at end of year        121,685    130,404   66,057     73,071

Change in plan assets
Fair value of plan assets at
  beginning of year                      182,612    179,910        -          -
Actual return on plan assets              18,659     12,139        -          -
Contributions by employer                  2,202      1,420    2,443      2,968
Benefits paid (other than
  settlements)                            (5,258)   (12,987)  (2,443)    (2,968)
Settlements                              (18,305)         -        -          -
Fair value of plan assets at
  end of year                            179,910    180,482        -          -

Funded status                             58,225     50,078  (66,057)   (73,071)
Unrecognized transition (asset)
  /obligation                             (4,503)    (3,327)       -          -
Unrecognized prior service cost            3,991     16,320      443        376
Unrecognized actuarial (gain)
  /loss                                 (30,090)   (33,548)    9,051     10,639
Contributions after the measure-
  ment date                                  167        174      626        781
Additional liability                        (555)    (1,963)       -          -
Prepaid expense/(accrued
  liability)                            $ 27,235     27,734  (55,937)   (61,275)
    Less current portion                                       2,505      2,868
                                                            $(53,432)   (58,407)

Weighted-average assumptions as of year-end

Discount rate                               7.25%      8.00%    7.25%      8.00%
Expected return on plan assets              9.50       9.50        -          -
Rate of compensation increase               5.50       5.02        -          -
</TABLE>

  The health care cost trend rate used to determine the
medical and life insurance benefit obligation at June 26, 1999
was 6.5%, declining ratably to 5% by the year 2002 and
remaining at that level thereafter. The health care cost trend
rate used to determine the medical and life insurance benefit
obligation at July 1, 2000 was 8%, declining ratably to 5% by
the year 2005 and remaining at that level thereafter.  A 1%
increase in the health care cost trend rate would increase the
medical and life insurance benefit obligation as of July 1,
2000 by $16,028.  A 1% decrease in the health care cost trend
rate would decrease the medical and life insurance benefit
obligation as of July 1, 2000 by $2,758.


                      GOLD KIST INC.
     Notes to Consolidated Financial Statements, Continued
               (Dollar Amounts in Thousands)

<TABLE>
<CAPTION>
                                                               Medical & Life
                                     Pension Benefits         Insurance Benefits
                                 1998     1999     2000      1998   1999  2000
<S>                             <C>       <C>      <C>        <C>    <C>    <C>
Components of net periodic
  benefit cost
Service cost                  $  4,485    4,470    4,072     2,917  3,181 3,539
Interest cost                    8,676    9,145    8,914     4,290  4,106 4,679
Estimated return on plan
  assets                       (12,077) (13,681) (13,899)        -      -     -
Net amortization                  (347)      17      433       155    130   243
Net periodic benefit
  expense (income)            $    737      (49)    (480)    7,362  7,417 8,461
</TABLE>

  A 1% increase in the health care cost trend rate would
increase the medical and life insurance service and interest
cost components as of July 1, 2000 by $1,191.  A 1% decrease
in the health care cost trend rate would decrease the medical
and life insurance service and interest cost components as of
July 1, 2000 by $968.

(9) Contingent Liabilities and Commitments

  Gold Kist is a party to various legal and administrative
proceedings, all of which management believes constitute
ordinary routine litigation incidental to the business
conducted by Gold Kist, or are not material in amount.

  Gold Kist is a guarantor of $60.0 million under a $75.0
million secured loan agreement between an agricultural credit
bank and Young Pecan Company, a pecan processing and marketing
partnership in which Gold Kist holds a 25% equity interest and
35% earnings (loss) allocation.  At July 1, 2000, the amounts
outstanding under this facility were $70.3 million.

  Gold Kist is a guarantor of a $6.0 million secured loan
agreement between a commercial bank and Scott G. Williams, a
fertilizer additive manufacturer and marketer, in which Gold
Kist holds a 50% equity interest.  At July 1, 2000, the
amounts outstanding under this facility were $5.2 million.

  Gold Kist received proceeds in prior years for
collateralized loans sold with recourse to an insurance
company, of which $9.0 million was outstanding at July 1,
2000.  No gain or loss was recognized on the sale of these
loans.

(10) Investments

  (a)  Marketable Equity Security

       At June 27, 1998, the Association's marketable equity
     security was carried at its fair value of $62.4 million,
     which represents a gross unrealized gain of $41.7 million.
     The 1998 gross unrealized gain, net of deferred taxes of
     $14.6 million, has been reflected as a separate component
     of patrons' and other equity. At June 26, 1999, the
     Association's marketable equity security was carried at
     its fair value of $50.0 million, which represents a gross
     unrealized gain of $29.3 million.  The 1999 gross unrealized
     gain, net of deferred taxes of $10.2 million, has been
     reflected as a separate component of patrons' and other
     equity.  At July 1, 2000, the Association's marketable
     equity security was carried at its fair value of $34.2
     million, which represents a gross unrealized gain of
     $13.5 million.  The 2000 gross unrealized gain, net of
     deferred income taxes of $4.7 million, has been reflected
     as a separate component of patrons' and other equity.

        Dividends of $625 thousand, $656 thousand and $690
     thousand are included in miscellaneous, net for the years
     ended June 27, 1998, June 26, 1999 and July 1, 2000,
     respectively.

  (b)  Golden Peanut Company

       Gold Kist has a 25% interest in Golden Peanut Company,
     LLC and subsidiaries (Golden Peanut).  Gold Kist's
     investment in Golden Peanut amounted to $19.7 million
     and $14.2 million at June 26, 1999 and July 1, 2000,
     respectively.  In 1999 and 2000, Gold Kist made additional
     investments of $1.9 million and $1.2 million,


                        GOLD KIST INC.
       Notes to Consolidated Financial Statements, Continued
                 (Dollar Amounts in Thousands)

         respectively.   In 1998, 1999 and 2000, Gold Kist
     received distributions of $5.8 million, $5.1 million and
     $2.3 million, respectively, from Golden Peanut.  Golden
     Peanut has a $450 million commercial paper facility
     supported by annual and seasonal backup lines of credit
     with various banks.   At July 1, 2000, borrowings of
     $190.5 million were outstanding under the commercial
     paper facility.

     Summarized financial information of Golden Peanut is
shown below:
<TABLE>
             Condensed Consolidated Balance Sheets
<CAPTION>
                                                    1999      2000
     <S>                                          <C>        <C>
     Current assets                               $222,115   254,664
     Property, plant and equipment, net
       and other noncurrent assets                  37,246    65,979
       Total assets                               $259,361   320,643
     Current liabilities                          $186,740   236,918
     Accrued postretirement benefits other
       than pensions                                7,230      8,394
     Other noncurrent liabilities                   4,511      7,434
     Members' equity                                60,880    67,897
       Total liabilities and members' equity      $259,361   320,643
</TABLE>
<TABLE>
Condensed Consolidated Statements of Operations
<CAPTION>
                                        1998       1999       2000
     <S>                              <C>         <C>        <C>
     Net sales and other
       operating income               $436,615    447,676    468,372
     Costs and expenses                423,510    445,296    478,059
       Net earnings (loss)            $ 13,105      2,380     (9,687)
</TABLE>

         In 1998, Gold Kist received $2.1 million in rental
     income from Golden Peanut under an operating lease
     agreement for peanut shelling and procurement facilities.
     Beginning in 1999 annual rent payments to Gold Kist were
     reduced to $1.00.  Gold Kist received procurement
     commissions, royalties and administrative service fees of
     $2.5 million, $1.2 million and $.8 million in 1998, 1999
     and 2000, respectively.  In addition, Gold Kist purchased
     $1.7 million of inventory from Golden Peanut in 1998.

(11) Discontinued Operations

   The Company's Agri-Services segment purchased or
manufactured feed, seed, fertilizers, pesticides, animal
health products and other farm supply items for sale at
wholesale and retail.  Additionally, the Agri-Services segment
was engaged in the processing, storage and marketing of
cotton, served as a contract procurement agent for, and
stored, farm commodities such as soybeans and grain.  In May
1998, the Gold Kist Board of Directors adopted a plan to
discontinue operations of the Agri-Services segment.

   In July 1998, Gold Kist entered into an Asset Purchase
Agreement, pursuant to which the Company agreed to sell and
assign the assets and certain of the liabilities of the
Company's agricultural inputs businesses (see note 1).  In
August 1998, the Company entered into an agreement to sell or
assign the cotton marketing operation's purchases and sales
commitments for the 1998 cotton crop.

   Accordingly, the operating results of the Agri-Services
segment, including provisions for losses during the phase-out
period, have been segregated from continuing operations and
reported separately in the consolidated statements of
operations and cash flows for 1998 and 1999.  Net sales volume
of the Agri-Services segment was $720.0 million and $153.9
million,


                    GOLD KIST INC.
   Notes to Consolidated Financial Statements, Continued
             (Dollar Amounts in Thousands)


respectively, in 1998 and 1999.  Gold Kist has allocated
interest expense to Agri-Services segment based upon net
operating assets employed at interest rates that approximate
market.  Interest expense charged to the Agri-Services segment
for 1998 and 1999 was $20.8 million and $4.5 million,
respectively.

   In October 1998, the Association completed the sale of
assets of the Inputs business to Southern States.  Proceeds of
$218.3 million from the sale represented an amount equal to
$39.9 million  plus 100% of estimated net current asset value
less the remaining obligations under an industrial development
bond and a lease obligation assumed by Southern States.  Also,
the proceeds reflected a $10.0 million hold back deduction
provided for in the asset purchase agreement.

   In connection with the sale of assets transaction, Southern
States delivered to the Association a post-closing statement
of net asset value (the "Post-Closing Valuation") prepared
pursuant to the terms of the purchase agreement. The
Association subsequently objected to Southern States' Post-
Closing Valuation principally with regard to the valuation of
accounts and crop notes receivable.  In order to resolve the
post-closing valuation, the Association agreed in September
1999 to repurchase from Southern States approximately $34.5
million of accounts and crop notes receivable.  The agreement
resulted in a final settlement payment to Southern States of
approximately $21.2 million in September 1999.

   In order to complete the transaction, the Association
committed to purchase from Southern States, subject to certain
terms and conditions, up to $100 million principal amount of
preferred securities if Southern States was unable to market
the securities to other purchasers.  In October 1999, the
Company purchased for $98.6 million the $100 million principal
amount of preferred securities as required under the
commitment.  The preferred securities carry an initial
weighted average dividend rate of 7.8%.  Gold Kist is
permitted to sell the preferred securities, which are
classified as investments in the accompanying consolidated
balance sheet, pursuant to applicable securities regulations.


Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure.

          Not Applicable.


                           PART III


Item 10.  Directors and Executive Officers of the Registrant.

     The Directors of Gold Kist are:
<TABLE>
<CAPTION>
                                                                 Years
                                                       Term      Served as
Name                Age       Office                   Expires   Director
                    (as of
                    8/30/00)
<S>                 <C>       <C>                      <C>       <C>
W. A. Smith              41   Director (District 1)    2001      2

Herbert A. Daniel, Jr.   48   Director (District 2)    2001      5

Douglas A. Reeves        59   Director (District 3)    2000      6 months

James E. Brady, Jr.*     64   Director (District 4)    2002      16

W. Kenneth Whitehead     56   Director (District 5)    2002      7

Dan Smalley*             51   Director (District 6)    2002      15

A. Jack Nally*           57   Director (District 7)    2000      9

M. Michael Davis         49   Director (District 8)    2000      6

Phil Ogletree, Jr.       67   Director (District 9)    2001      23
</TABLE>


*   Member of Board of Directors Executive Committee.  Mr.
Smalley serves as Chairman of the Board of Directors, and Mr.
Brady serves as Vice-Chairman of the Board.

    The Directors of Gold Kist are elected on a district
representation basis.  The districts are redrawn from time to
time by the Board of Directors, under provisions of the By-
Laws of Gold Kist, to provide for equitable representation of
members in the territory served by Gold Kist.  During the past
five years, each of the Directors has owned and managed
substantial farming operations, producing such agricultural
products as peanuts, cotton, soybeans, corn, other grains,
peaches, vegetable crops, cattle, poultry and dairy products.
While the size and types of products produced on, and
personnel employed at, each of the Director's farms varies,
each Director's business activities have been related
primarily to small agribusiness enterprises. There are no
family relationships among any of the Directors and executive
officers.

The Executive Officers of Gold Kist are:

<TABLE>
<CAPTION>
                                                   Years        Years
                                                   Served        Served
                                                   In that       with
    Name       Age       Office                    Office        Gold Kist
               (as of                              (as of        (as of
               8/30/00)                            8/30/00)      8/30/00)
<S>            <C>       <C>                       <C>           <C>
G. O. Coan*         64   Chief Executive Officer,      5         41
                          and Chairman of the
                         Management Executive
                         Committee
John Bekkers*       55   President and Chief           5         15
                         Operating Officer
M. A. Stimpert      56   Senior Vice President,        4         17
                         Planning and Administration
Stephen O. West     54   Chief Financial Officer and   2         20
                         Treasurer
J. David Dyson      53   General Counsel, Vice         2         20
                         President and Secretary
Paul G. Brower      61   Vice President                21        21
                         Corporate Relations
Jerry L. Stewart    60   Vice President                19        37
                         Marketing and Sales
Donald W. Mabe      46   Vice President                3         15
                         Operations
Marshall Smitherman 58   Vice President                2         21
                         Purchasing
John K. McLaughlin  62   Vice President Pork and       2         16
                         Aquaculture
Allen C. Merritt    54   Vice President, Science       2         28
                         and Technology
Harry T. McDonald   55   Vice President,               5 months  3
                         Human Resources
W. F. Pohl, Jr.     50   Controller                    18        24
</TABLE>


*Member of Management Executive Committee

     The officers serve for terms of one year and until their
successors are elected by the Board of Directors.
     During the past five years, the principal occupation of
each of the above named executive officers, with exception of
Michael A. Stimpert, Donald W. Mabe, Marshall Smitherman, and
Harry T. McDonald has been as an officer or employee of Gold
Kist.
     Mr. Michael A. Stimpert was elected Senior Vice
President, Planning and Administration, effective April 1,
1996.  He previously served as Vice President from January 1,
1996 until election to his current position.  From December
19, 1986 until January 1996, Mr. Stimpert served as Executive
Vice President of Golden Peanut Company, a peanut processing
and marketing company headquartered in Atlanta, Georgia.  Mr.
Stimpert was employed by Gold Kist Inc. from June 1974 until
December 1986 in a variety of positions, including Group Vice
President, Agricommodities Group and Group Vice President,
AgriProducts Group.
     Mr. Donald W. Mabe  was elected Vice President -
Operations, Poultry Group, effective July 25, 1997.  He
previously served as President of Carolina Golden Products
Company from January 1991 until  election to his current
position.
     Mr. Marshall Smitherman was elected Vice President,
Purchasing Division, effective October 1998.  He previously
served as Vice President, Cotton Division from July 1997 until
election to his current position and as Manager, Cotton
Division from February 1995 until July 1997.  From 1988, until
rejoining the Association in 1995, he was a grain broker
located in Atlanta, Georgia.
     Mr. Harry T. McDonald was elected Vice President, Human
Resources, effective April 2000.  He previously served as
director of Management Systems for the Gold Kist Poultry Group
from September 1997 until election to his current position.
From August 1, 1996 through August 1, 1997, he served as
President of Claxton Poultry, an integrated poultry company
headquartered in Claxton, Georgia.  Mr. McDonald also served
as president of the poultry division of Seaboard Farms,
headquartered in Shawnee Mission, Kansas, from March 1990
through June 1996.

Item 11.  Executive Compensation.

     Summary Compensation Table.  The following table sets
forth information concerning the compensation received by the
Chief Executive Officer and for each of the four other most
highly compensated executive officers:

<TABLE>
<CAPTION>
                         Annual compensation
                                                            Other
                                                            annual    All other
                         Fiscal                             compensa- compensa-
                         year           Salary    Bonus     tion(1)   tion(2)
                         ended          ($)       ($)       ($)       ($)
<S>                      <C>            <C>       <C>       <C>       <C>

G. O. Coan               July 1, 2000   $619,231  $     0   $3,532    $12,144
 Chief Exec. Officer and June 26, 1999   493,269  525,000    3,304      8,203
 Chairman of the Manage- June 27, 1998   475,000        0    2,211      9,786
 ment Executive Committee

John Bekkers             July 1, 2000   $440,385  $     0  $14,258     $9,251
 President and Chief     June 26, 1999   386,538  450,000   10,218      5,253
 Operating Officer       June 27, 1998   347,500        0    5,757      7,186

M. A. Stimpert           July 1, 2000   $269,231  $     0   $9,376    $10,313
 Senior Vice President,  June 26, 1999   230,577  200,000    9,041      5,959
 Planning & Admin.       June 27, 1998   204,615        0    5,812      7,518

Jerry L. Stewart         July 1, 2000   $227,519  $     0  $10,181     $9,772
 Vice President          June 26, 1999   182,500  175,000    8,035      5,710
 Marketing and Sales     June 27, 1998   182,231        0    4,767      7,270

Donald W. Mabe           July 1, 2000   $186,154  $     0   $5,918     $6,500
 Vice President          June 26, 1999   151,569  168,000    3,505      2,082
 Operations              June 27, 1998   132,233        0    2,267      3,018
</TABLE>

_______________________________
(1)The amounts shown for the fiscal years ended June 26, 1999
  and June 27, 1998 set forth that portion of interest earned
  on voluntary salary and bonus deferrals under non-qualified
  deferred compensation plans above 120% of the applicable
  federal rate.  Other than such amounts, for the fiscal years
  ended July 1, 2000, June 26, 1999, and June 27, 1998, no
  amounts of "Other Annual Compensation" were paid to any of
  the above named executive officers, except for perquisites
  and other personal benefits which for each executive officer
  did not exceed the lesser of $50,000 or 10% of such
  individual's salary plus annual bonus.
(2)The amounts set forth include the following amounts that
  were contributed by the Association for fiscal years 2000,
  1999, and 1998 on behalf of the named executive officers
  pursuant to the Gold Kist Profit Sharing and Investment Plan
  (401K Plan) and the Company's Executive Defined Contribution
  Plan, both qualified defined contribution plans:  Mr. Coan -
  $5,100, $960, and $2,400, respectively, Mr. Bekkers -
  $5,100, $975, and $2,814, respectively; Mr. Stimpert -
  $5,349, $1,065, and $2,450, respectively; Mr. Stewart -
  $5,156, $960, and $2,422, respectively; and Mr. Mabe $5,318,
  $909, and $1,857, respectively.  In addition, the amounts
  set forth include for fiscal years 1998, 1999, and 2000, the
  following amounts which represent the value of the named
  executive officer's benefit from premiums paid by the
  Association under a split dollar life insurance plan for the
  named executive officers:  Mr. Coan - $7,386, $7,243, and
  $7.044, respectively; Mr. Bekkers - $4,372, $4,278, and
  $4,151, respectively; Mr. Stimpert - $5,068, $4,894, and
  $4,694, respectively; Mr. Stewart - $4,848, $4,750, and
  $4,616, respectively; and Mr. Mabe $1,161, $1,173, and
  $1,182, respectively.  The Association uses the modified
  premium method in determining the portion of each premium
  dollar attributable to the named executive officers.  The
  Association will recover the cost of premium payments from
  the cash value of the policies.

Retirement Plans.  Through December 31, 1999, Gold Kist
maintained two noncontributory retirement plans, one for
salaried employees and the other for hourly employees, which
together covered substantially all employees who have served
at least one year with Gold Kist, including those employees
subject to collective bargaining agreements.  The plan for
salaried employees was amended in 1984 to delete the one year
waiting period for credited service.  For salaried employees,
the plan provided a retirement benefit after 30 years of
credited service at age 65, which, when combined with the
portion of the employee's primary Social Security benefit
attributable to his/her employer's contributions, would equal
45% of his/her average earnings during the period of five
years in which he/she had the highest earnings in the last ten
years of employment immediately preceding attainment of age
65, or if retired before age 65, in the last ten years
immediately preceding early retirement.  This plan also
provided an early retirement benefit after age 55, with no
reduction in benefit entitlement due to age, when the sum of
the employee's age and years of service equal or exceed 90.
The benefit entitlement is reduced in either case for each
year of credited service less than 30 years.  For hourly
employees who work for Gold Kist until age 65, the plan
provided a monthly pension benefit equal to $9.00 for each
year of plan participation, payable at age 65; early
retirement was permitted after age 55 at reduced benefit
levels.  The plans contained a death benefit for the surviving
spouse of an active employee (who had at least five years
credited service or was at least 55 years old at the time of
death) which equals 50% of the deceased employee's accrued
retirement income benefit.  Accrued benefits under the plans
vested after the employee attains five years of service or at
age 55, and the minimum pension benefit at age 65 was $9.00
per month for each year of credited service.  Amounts
contributed for specific individuals under Gold Kist's
retirement income plan for salaried employees cannot be
readily determined.  For the plan year ended December 31,
1999, the Association made a contribution of $191,000 to the
pension plan for hourly employees.  Due to the full funding
limitation of the Internal Revenue Service, the Association
was not permitted to make a tax-deductible contribution to the
retirement income plan for salaried employees for the plan
year ended December 31, 1999.

Effective January 1, 2000, the Company merged the assets of
the Salaried Employee Retirement Income Plan and the Hourly
Employee Pension Plan, creating one pension fund, the Gold
Kist Pension Plan, with separate benefit formulas for salaried
and hourly employees.  Also effective January 1, 2000, the
Company increased retirement income benefits payable to
salaried retirees and hourly retirees.  The Plan now provides
salaried employees a pension benefit after thirty (30) years
of credited service at age 65, which, when combined with a
portion of the employee's primary Social Security benefit
attributable to the employer's contributions, will equal fifty
percent (50%) (formerly forty-five percent) of the employee's
average earnings during the period of five years in which the
employee had the highest earnings in the last ten years of
employment immediately preceding attainment of age 65, or if
retired before age 65, in the last ten years immediately
preceding early retirement.  For hourly employees who work for
Gold Kist until age 65, the Plan provides a monthly pension
benefit equal to $11.00 (formerly $9.00) per month for each
year of Plan participation payable at age 65.  The Plan
provides early retirement benefits for salaried and hourly
employees after age 55 and contains a death benefit for the
surviving spouse of an active employee (who had at least five
(5) years credited service or was at least age 55 at the date
of death) which equals fifty percent (50%) of the deceased
employee's accrued retirement income benefit.  Accrued
benefits under the Plans vest after the employee attains five
(5) years of service or at age 55.

Estimated annual benefits payable upon retirement at normal
retirement age (65 years) to persons in specified years of
service and remuneration classifications, before offset of
Social Security benefits, are illustrated in the following
table:

<TABLE>
<CAPTION>
               Estimated Annual Benefits For Years of Service Indicated

Remuneration   10 Years  15 Years  20 Years  25 Years  30 Years or More

<S>            <C>       <C>       <C>       <C>       <C>
$ 30,000       $ 5,000   $ 7,500   $10,000   $12,500   $15,000
$100,000        16,667    25,000    33,333    41,667    50,000
$150,000        25,000    37,500    50,000    62,500    75,000
</TABLE>


     For years after 1993, the maximum annual amount of
compensation that can be used for determining an individual's
benefit under a qualified plan is $150,000.

    The plan covers the compensation set forth in the columns
entitled "Salary" and "Bonus" in the Summary Compensation
Table.  The credited years of service as of December 31, 1999,
under the retirement income plan for the five executive
officers listed in the summary compensation table are as
follows:  Mr. Coan (30); Mr. Bekkers (15); Mr. Stimpert (26);
Mr. Stewart (30); and Mr. Mabe (15).

     A Supplemental Executive Retirement Plan has been adopted
by the Association whereby Gold Kist makes supplemental
payments to certain employees under a non-qualified deferred
compensation plan to make up for any reduction in such
employees' retirement income under the Gold Kist salary
retirement plan resulting from restrictions placed on
qualified retirement plans under Section 415 of the Internal
Revenue Code of 1986, as amended.  Such restrictions limit the
amount of benefits payable in qualified retirement plans with
respect to the percentage of final pay to which such employees
would be otherwise entitled upon retirement.  All vested
amounts accrued under the Plan have been funded in a trust
which is secure against all contingencies except a bankruptcy
of the Association.  The following table shows the estimated
annual benefits payable upon retirement at normal retirement
age (65) to persons in specified years of service and
remuneration classifications, before offset of Social Security
benefits and without restriction imposed by the Internal
Revenue Code.  The amounts shown in the table would be reduced
by the amounts payable pursuant to the Gold Kist Retirement
Plan for Salaried Employees.

<TABLE>
<CAPTION>
     Estimated Annual Benefits For Years of Service Indicated

Remuneration   10 Years  15 Years  20 Years  25 Years  30 Years or More
<S>            <C>       <C>       <C>       <C>       <C>
$100,000       $ 16,667  $ 25,000  $ 33,333  $ 41,667  $ 50,000
$150,000         25,000    37,500    50,000    62,500    75,000
$200,000         33,333    50,000    66,667    83,333   100,000
$250,000         41,667    62,500    83,333   104,167   125,000
$350,000         58,333    87,500   116,667   145,833   175,000
$500,000         83,333   125,000   166,667   208,333   250,000
$750,000        125,000   187,500   250,000   312,500   375,500
$850,000        141,667   212,500   283,333   354,167   425,000
</TABLE>

     Covered compensation, computation of the average final
compensation, and credited years of service for the five
executive officers listed in the summary compensation table
are the same as that set forth in the foregoing description of
the Gold Kist Retirement Plan for Salaried Employees.

     In addition to the retirement benefits provided by its
qualified and nonqualified retirement plans, Gold Kist has
contracted to provide certain key employees with compensation
benefits after normal retirement.  These benefits, known as
the Management Deferred Compensation Plan, are paid monthly
following retirement in an annual amount equal to 25% of the
average annual salary for the ten year period immediately
prior to retirement.  These benefits are payable, depending on
the contract, for a 10 or 15 year period following retirement
to a former key employee or his designated beneficiary.  All
vested amounts accrued under the plan have been funded in a
trust which is secure against all contingencies except a
bankruptcy of the Association.  Estimated annual benefits
payable under the Management Deferred Compensation Plan would
be based upon the following average annual salary of the
eligible named executives for the ten year period ended as of
July 1, 2000: Mr. Coan - $348,467; Mr. Bekkers - $205,096; Mr.
Stimpert - $165,994; and Mr. Stewart - $158,815.

     Change in Control Plans.  Under the Gold Kist officers
contingency plan, the Association has entered into identical
change in control agreements with each officer, including the
five executive officers named in the cash compensation table.
Each change in control agreement provides that following a
change in the control of the Association (as defined in the
agreements), if the officer's employment with the Association
terminates within two years after the change in control (but
prior to the officer's reaching age 65), the officer will be
entitled to receive a severance payment calculated by
determining the "Base Severance Amount" as follows:

        (1)        if the officer is age 60 or younger at the
        time of termination of his employment, the amount
        equal to the officer's compensation paid by the
        Association for the five full calendar years ending
        before the date of the change in control, or

        (2)        if the officer is older than age 60 at the
        time of his termination of employment, the amount
        equal to the officer's average annual compensation
        paid by the Association for the lesser of five full
        calendar years or the full calendar years of service
        with the Association ending before the change in
        control, multiplied by the number of years and
        fractions thereof remaining until the officer's 65th
        birthday.

The Base Severance Amount is to be adjusted for those officers
with less than 15 years of service by prorating the Base
Severance Amount with the numerator being the number of
completed calendar years of service and the denominator being
15.  However, the minimum any terminated officer would receive
would be one and one-half times the average annual
compensation paid by the Association for the actual number of
full calendar years worked, if less than five, or the annual
salary amount for an officer who has worked less than one
calendar year.  The severance payment will include an
additional amount equal to any excise tax under Section 4999
of the Internal Revenue Code of 1986 incurred by the officer,
plus all federal, state and local income taxes incurred by the
officer with respect to receipt of the additional amount.
Additionally, under such contracts, medical benefits would
remain available to current and retired officers on the same
basis as is provided at the time of a change in control.  The
Association has agreed to pay all legal fees and expenses
incurred by an officer in the pursuit of the rights and
benefits provided by the change in control agreement.  The
Association has entered into similar change in control
agreements with each director of Gold Kist.  As of July 1,
2000, no contingencies have occurred which would require the
implementation of the provisions of the change in control
agreements, and no payments or other benefits have been
provided to the five executive officers named in the summary
compensation table or to the directors.

   Director Compensation.  The By-Laws of Gold Kist provide
that the Directors shall be compensated for their services and
reimbursed for their expenses, as determined by the Board of
Directors.  Currently the Directors receive no compensation
other than an annual retainer paid at the rate of $20,000 per
year, with the Chairman receiving $21,500.  Directors and
Directors Emeriti receive a per diem of $250 with a $500
minimum, plus expenses incurred while traveling to and from
and attending meetings of the Board of Directors or other
official meetings or conferences.  Pursuant to separate
agreements, Gold Kist has arranged to provide life insurance
benefits to qualifying directors emeriti and to make available
health insurance and other medical benefits for Gold Kist
directors and directors emeriti as are available to employees
of Gold Kist from time to time pursuant to the Association
group insurance program.

   Compensation Committee Interlocks and Insider
Participation.  Directors Dan Smalley, James E. Brady, Jr.,
and A. Jack Nally serve as members of the Association's
Compensation Committee.

Item 12.  Security Ownership of Certain Beneficial Owners and
          Management.

   Not Applicable.

Item 13.  Certain Relationships and Related Transactions.

   The Directors of Gold Kist are members of the Association
and, during the fiscal year ended July 1, 2000, have had
dealings in the ordinary course of business with Gold Kist as
purchasing or marketing patrons.  See Business (and
Properties) -- Patronage Refunds.



                           PART IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports
          on Form 8-K.


      (a)1. Index to Consolidated Financial Statements

            Consolidated Financial Statements:

                Independent Auditors' Reports

                Consolidated Balance Sheets--June 26, 1999 and
                July 1, 2000

                Consolidated Statements of Operations-Years
                Ended June 27, 1998, June 26, 1999 and
                July 1,2000

                Consolidated Statements of Patrons' and Other
                Equity and Comprehensive Income (Loss)-Years
                Ended June 27, 1998, June 26, 1999 and July 1,
                2000

                Consolidated Statements of Cash Flows-Years
                ended June 27, 1998, June 26, 1999 and
                July 1, 2000

                Notes to Consolidated Financial Statements

      (a)2.Financial Statement Schedules:

           Gold Kist Inc.

           Financial Statement Schedule:

           II.  Valuation and Qualifying Accounts--Years Ended
                June 27, 1998, June 26, 1999 and July 1, 2000


<TABLE>
                                    GOLD KIST INC.

                 Schedule II - Valuation Reserves and Qualifying Accounts

                             (Dollar Amounts in Thousands)

<CAPTION>
   COLUMN A            COLUMN B        COLUMN C            COLUMN D    COLUMN E
                                       Additions
                      Balance at  Charged to   Charged                  Balance
                      Beginning  Cost and      To Other                 At End
   Description        Of Period  Expenses      Accounts    Deductions  Of Period
<S>                     <C>         <C>            <C>       <C>         <C>
Deducted in the con-
solidated balance
sheets from the asset
to which it applies:

Allowance for doubtful
accounts:

 June 27, 1998          $1,426      1,975          -         288 (A)     3,113

 June 26, 1999           3,113        786          -         638 (A)     3,261

 July 1, 2000            3,261      2,389          -       1,609 (A)     4,041

   (A)  Represents accounts written off.


Allowance for deferred tax
 assets valuation:

 June 27, 1998           1,078         58 (B)      -           -         1,136

 June 26, 1999           1,136          -          -         516 (C)       620

 July 1, 2000              620          -          -         377 (C)       397


   (B)  Represents establishment of allowance for net operating loss deductions
        not available for state income tax purposes.

   (C)  Represents estimate of net operating loss deductions that are realizable.
</TABLE>


a)3.  Exhibits - Index of Exhibits

   Exhibits designated as previously filed with the
   Commission in the Index of Exhibits, below, are
   incorporated by reference into this Report.

<TABLE>
<CAPTION>

Designation
of Exhibit                                   Document with Which      Designation
in this                                      Exhibit Was Previously   of such Exhibit
 Report        Description of Exhibit        Filed with Commission    in that Document
<S>            <C>                           <C>                      <C>

B-2       Agreement of Merger, dated as of   Amendment to Schedule    Exhibit 3
          April 22, 1997, among              13D filed April 25, 1997
          Golden Poultry Company, Inc.,
          Gold Kist Inc., Agri International,
          Inc. and Golden Poultry Acquisition
          Corp.

B-3(a)    Restated and Amended               Annual Report on Form    Exhibit B-3(a)
          Articles of Incorpo-               10-K for the Fiscal
          ration of Registrant               Year ended June 26, 1993

B-3(b)    Current By-Laws of                 Annual Report on Form    Exhibit B-3(b)
          Registrant, as amended             10-K for the Fiscal
          Year ended June 28, 1997

B-4(a)(1) Form of Indenture, dated           Registration filed on    Exhibit 4(a)(2)
          as of September 1, 1979,           Form S-1 (Registration
          governing the terms of the         No. 2-65587)
          Fifteen Year Subordinated
          Capital Certificates of
          Interest (Series B), including
          therein a table of contents
          and cross-reference sheet

B-4(a)(2) Form of First Supplemental         Registration filed on    Exhibit 4(a)(4)
          Indenture, dated as of             Form S-1 (Registration
          September 1, 1980, governing       No. 2-69267)
          the terms of the Fifteen
          Year Subordinated Capital
          Certificates of Interest
          (Series C)

B-4(a)(3) Form of Second Supplemental        Registration filed on    Exhibit 4(a)(5)
          Indenture, dated as of             Form S-2 (Registration
          September 1, 1982, governing       No. 2-79538)
          the terms of the Fifteen
          Year Subordinated Capital
          Certificates of Interest
          (Series D)

B-4(b)(1) Form of Indenture, dated           Registration filed on    Exhibit 4(b)(2)
          as of September 1, 1979,           Form S-1 (Registration
          governing the terms of             No. 2-65587)
          the Ten Year Subordinated
          Capital Certificates of
          Interest (Series B),
          including a table of contents
          and cross-reference sheet

B-4(b)(2) Form of First Supplemental         Registration filed on    Exhibit 4(b)(4)
          Indenture, dated as of             Form S-1 (Registration
          September 1, 1980, governing       No. 2-69267)
          the terms of the Ten Year
          Subordinated Capital
          Certificates of Interest
          (Series C)

B-4(b)(3) Form of Second Supplemental        Registration filed on    Exhibit 4(b)(5)
          Indenture, dated as of             Form S-2 (Registration
          September 1, 1982, governing       No. 2-79538)
          the terms of the Ten Year
          Subordinated Capital
          Certificates of Interest
          (Series D)

B-4(c)    Form of Indenture, dated as        Registration filed on    Exhibit 4(c)
          of September 1, 1985,              Form S-2 (Registration
          governing the terms of the         No. 33-428)
          Seven Year Subordinated
          Capital Certificates of
          Interest (Series A), including
          therein a table of contents,
          cross-reference sheet, and
          form of Seven Year Subordinated
          Capital Certificates of Interest

B-4(d)(1) Form of Indenture, dated           Registration filed on    Exhibit 4(c)(2)
          as of September 1, 1979,           Form S-1 (Registration
          governing the terms of the         No. 2-65587)
          Five Year Subordinated
          Capital Certificates of
          Interest (Series A),
          including therein a table
          of contents and cross-
          reference sheet

B-4(d)(2) Form of First Supplemental         Registration filed on    Exhibit 4(d)(2)
          Indenture, dated as of             Form S-1 (Registration
          September 1, 1980, governing       No. 2-69267)
          the terms of the Five Year
          Subordinated Capital Certifi-
          cates of Interest (Series B)

B-4(d)(3) Form of Second Supplemental        Registration filed on    Exhibit 4(d)(3)
          Indenture, dated as of             Form S-2 (Registration
          September 1, 1982, governing       No. 2-79538)
          the terms of the Five Year
          Subordinated Capital Certifi-
          cates of Interest (Series C)

B-4(e)    Form of Indenture, dated as of     Registration filed on    Exhibit 4(f)(2)
          September 1, 1985, governing       Form S-2 (Registration
          the terms of the Three Year        No. 33-428)
          Subordinated Capital Certifi-
          cates of Interest (Series A),
          including therein a table of
          contents, cross-reference
          sheet, and form Capital
          Certificates of Interest

B-4(f)    Form of Indenture, dated           Registration filed on    Exhibit 4(g)
          September 1, 1980, governing       Form S-1 (Registration
          the terms of the Two Year          No. 2-69267)
          Subordinated Capital Certifi-
          cates of Interest (Series A),
          including therein a table of
          contents and cross-reference
          sheet

B-4(g)(1) Form of Indenture, dated as of     Registration filed on    Exhibit 4(h)(1)
          September 1, 1985, governing       Form S-2 (Registration
          the terms of the One Year          No. 33-428)
          Subordinated Large Denomi-
          nation Loan Certificate
          (Series A), including therein
          a table of contents, cross-
          reference sheet, and form of
          One Year Subordinated Large
          Denomination Loan Certificates

B-4(g)(2) Form of Indenture, dated as of     Registration filed on    Exhibit 4(d)(2)
          September 1, 1979, governing       Form S-1 (Registration
          the terms of the One Year          No. 2-65587)
          Subordinated Loan Certificates
          (Series B), including therein
          a table of contents and
          cross-reference sheet

B-4(g)(3) Form of First Supplemental         Registration filed on    Exhibit 4(f)(2)
          Indenture, dated as of             Form S-1 (Registration
          September 1, 1980, governing       No. 2-69267)
          the terms of the One Year
          Subordinated Loan Certificates
          (Series C)

B-4(h)    Agreement to furnish copies        Registration filed on    Exhibit 4(h)
          of constituent instruments         Form S-1 (Registration
          defining the rights of the         No. 2-59958)
          holders of certain industrial
          revenue bonds

B-4(i)(1) Multiple Advance Term Loan         Annual Report on Form    Exhibit B-4(i)1
          Supplement with CoBank, ACB        10-K for the Fiscal Year
          dated as of September 1, 1997      Ended June 26, 1999

B-4(i)(2) Note Agreement with the            Registration filed on    Exhibit 4(l)(6)
          Prudential Insurance Company       Form S-2 (Registration
          of America, dated as of            No. 33-42900)
          June 3, 1991

B-4(i)(3) Amendment dated as of June 26,     Registration filed on    Exhibit 4(l)(7)
          1992, to Note Agreement with       Form S-2 (Registration
          the Prudential Insurance Company   No. 33-52268)
          of America

B-4(i)(4) Amendment dated July 14, 1993,     Registration filed on    Exhibit 4(l)(8)
          to Note Agreement with the         Form S-2 (Registration
          Prudential Insurance Company of    No. 33-69204)
          America

B-4(i)(5) Note Purchase and Private Shelf    Registration filed on    Exhibit 4(j)(9)
          Agreement, dated as of February    Form S-2(Registration
          11, 1997, with the Prudential      No. 333-36291)
          Insurance Company of America

B-4(i)(6) Amendment dated May 13, 1997       Registration filed on    Exhibit 4(j)(10)
          to Note Agreement dated            Form S-2 (Registration
          as of June 3, 1991 with the        No. 333-36291)
          Prudential Insurance Company of
          America; and Note Purchase and
          Private Shelf Agreement with the
          Prudential Insurance Company of
          America

B-4(i)(7) Amendment dated September 5, 1997
          to Note Agreement dated
          as of June 3, 1991 with the
          Prudential Insurance Company of
          America; and Note Purchase and
          Private Shelf Agreement with the
          Prudential Insurance Company of
          America

B-4(i)(8) Amendment dated October 13, 1998
          to Note Agreement dated
          as of June 3, 1991 with the
          Prudential Insurance Company of
          America; and Note Purchase and
          Private Shelf Agreement with the
          Prudential Insurance Company of
          America

B-4(i)(9) Amendment dated June 7, 1999
          to Note Agreement dated
          as of June 3, 1991 with the
          Prudential Insurance Company of
          America; and Note Purchase and
          Private Shelf Agreement with the
          Prudential Insurance Company of
          America

B-4(i)(10)Amendment dated January 21, 2000
          to Note Agreement dated
          as of June 3, 1991 with the
          Prudential Insurance Company of
          America; and Note Purchase and
          Private Shelf Agreement with the
          Prudential Insurance Company of
          America

B-4(i)(11)Amendment dated March 23, 2000
          to Note Agreement dated
          as of June 3, 1991 with the
          Prudential Insurance Company of
          America; and Note Purchase and
          Private Shelf Agreement with the
          Prudential Insurance Company of
          America

B-10(a)   Form of Deferred Compensation      Registration filed on    Exhibit 11(d)
          Agreement between Gold Kist        Form S-1 (Registration
          Inc. and certain executive         No. 2-59958)
          officers*

B-10(b)(1)Gold Kist Management Bonus         Registration filed on    Exhibit 10(b)
          Program*                           Form S-1 (Registration
                                             No. 2-69267)

B-10(b)(2)Amended Gold Kist Management       Registration filed on    Exhibit 10(b)(2)
          Bonus Program*                     Form S-2 (Registration
                                             No. 2-79538)

B-10(b)(3)Form of Gold Kist Supplemental     Registration filed on    Exhibit 10(b)(3)
          Executive Retirement Income        Form S-2 (Registration
          non-qualified deferred             No. 33-9007)
          compensation agreement between
          Gold Kist and certain execu-
          tive officers and Resolution
          of Gold Kist Board of Directors
          authorizing the Supplemental
          Executive Retirement Plan*

B-10(b)(4)Resolution of Gold Kist Board      Registration filed on    Exhibit 10(b)(4)
          of Directors authorizing the       Form S-2 (Registration
          Gold Kist Special Award Plan*      No. 33-9007)

B-10(b)(5)Form of Gold Kist Executive's      Registration filed on    Exhibit 10(b)(5)
          Change in Control Agreement        Form S-2 (Registration
          between Gold Kist and certain      No. 33-31164)
          officers and resolution of
          Gold Kist Board of Directors
          authorizing the Officers
          Contingency Plan*

B-10(b)(6)Form of Directors Change           Registration filed on    Exhibit 10(b)(6)
          in Control Agreement               Form S-2 (Registration
          between Gold Kist and              No. 33-36938
          Directors of Gold Kist*

B-10(b)(7)Form of Director                   Registration filed on    Exhibit 10(b)(7)
          Emeritus Life Benefits             Form S-2 (Registration
          Agreement*                         No. 33-36938)

B-10(b)(8)Form of Director Emeritus          Registration filed on    Exhibit 10(b)(8)
          Agreement for Medical Benefits*    Form S-2 (Registration
                                             No. 33-36938)

B-10(b)(9)Gold Kist Executive Savings        Registration filed on    Exhibit 10(b)(9)
          Plan, as amended *                 Form S-2 (Registration
                                             No. 33-62869)

B-10(b)(10)Gold Kist Director Savings        Registration filed on    Exhibit 10(b)(10)
          Plan, as amended *                 Form S-2 (Registration
                                             No. 33-62869)

B-10(b)(11)Gold Kist Split Dollar Life       Registration filed on    Exhibit 10(b)(11)
          Insurance Plan *                   Form S-2 (Registration
                                             No. 33-62869)

B-10(b)(12)Gold Kist Executive Defined
          Contribution Plan *

B-10(c)(l)Form of Membership, Marketing,     Registration filed on    Exhibit 13(b)
          and/or Purchasing Agreement of     Form S-1 (Registration
          Gold Kist Inc., Atlanta,           No. 2-59958)
          Georgia

B-10(c)(2)Form of Membership, Marketing,     Registration filed on    Exhibit 10(c)(2)
          and/or Purchasing Agreement of     Form S-1 (Registration
          Gold Kist Inc., Atlanta,           No. 2-74205)
          Georgia, as revised October
          17, 1980

B-10(c)(3)Form of Membership, Marketing,     Registration filed on    Exhibit 10(c)(3)
          and/or Purchasing Agreement of     Form S-2 (Registration
          Gold Kist Inc., Atlanta,           No. 33-428)
          Georgia, as revised November
          l, l984

B-10(c)(4)Form of Membership, Marketing,     Registration filed on    Exhibit 10(c)(4)
          and/or Purchasing Agreement        Form S-2 (Registration
          of Gold Kist Inc., Atlanta,        No. 33-24623)
          Georgia, revised October
          29, 1987

B-10(c)(5)Form of Membership, Marketing,     Registration filed on    Exhibit 10(c)(5)
          and/or Purchasing Agreement of     Form S-2 (Registration
          Gold Kist Inc., Atlanta, Georgia,  No. 33-42900)
          revised August 21, 1991

B-10(c)(6)Form of Membership, Marketing,     Registration filed on    Exhibit 10(c)(6)
          and/or Purchasing Agreement of     Form S-2(Registration
          Gold Kist Inc., Atlanta, Georgia   No. 333-36291)
          revised July 9, 1997

B-10(d)   CF Industries, Inc., Member        Registration filed on    Exhibit 13(j)
          Product Purchase Agreement         Form S-2 (Registration
                                             No. 2-59958)

B-10(e)(1)General Partnership Agreement      Registration filed on    Exhibit 10(h)(1)
          (GC Properties) between Gold       Form S-2 (Registration
          Kist Inc. and Cotton States        No. 33-428)
          Mutual Insurance Company,
          dated as of July 1, 1984

B-10(e)(2)Lease from GC Properties,          Registration filed on    Exhibit 10(h)(2)
          dated December 11, 1984,           Form S-2 (Registration
          for home office building           No. 33-428)
          space

B-10(f)(1)Golden Peanut Company LLC
          Operating Agreement between
          Alimenta Holdings, Inc., Archer
          Daniels-Midland Company, Cargill,
          Incorporated, and Gold Kist Inc.,
          dated as of March 30, 2000

B-10(g)   Guaranty dated December 18,        Registration filed on    Exhibit 4(o)
          1992 by Gold Kist in favor of      Form S-2 (Registration
          NationsBank of Georgia, N.A.       No. 33-69204)

B-10(h)(1)Credit Agreement dated as of       Annual Report on Form    Exhibit B-10(i)
          August 4, 1998, with various       10-K for the Fiscal Year
          banks and lending institutions,    ended June 27, 1998
          as lendors, and Cooperatieve
          Centrale Raiffeisen-Boerenleen
          Bank B.A., New York Branch, as agent

B-10(h)(2)First Amendment dated as of        Annual Report on Form    Exhibit B-10(h)(2)
          September 30, 1998, to             10-K for the Fiscal Year
          Credit Agreement dated as of       ended June 26, 1999
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(h)(3)Second Amendment dated as of       Annual Report on Form    Exhibit B-10(h)(3)
          October 13, 1998, to               10-K for the Fiscal Year
          Credit Agreement dated as of       ended June 26, 1999
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(h)(4)Third Amendment dated as of        Annual Report on Form    Exhibit B-10(h)(4)
          December 3, 1998, to               10-K for the Fiscal Year
          Credit Agreement dated as of       ended June 26, 1999
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(h)(5)Fourth Amendment dated as of       Annual Report on Form    Exhibit B-10(h)(5)
          April 30, 1999, to                 10-K for the Fiscal Year
          Credit Agreement dated as of       ended June 26, 1999
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(h)(6)Fifth Amendment dated as of        Report filed on Form     Exhibit B-10(h)(6)
          November 29, 1999, to              Quarter 10-Q for the
          Credit Agreement dated as of       Fiscal ended December 31, 1999
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(h)(7)Sixth Amendment dated as of        Report filed on Form     Exhibit B-10(h)(7)
          December 21, 1999, to              10-Q for the Fiscal
          Credit Agreement dated as of       Quarter ended December 31, 1999
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(h)(8)Seventh Amendment dated as of      Report filed on Form     Exhibit B-10(h)(8)
          March 20, 2000, to                 10-Q for the Fiscal
          Credit Agreement dated as of       Quarter ended April 1, 2000
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(h)(9)Eighth Amendment dated as of
          June 22, 2000, to
          Credit Agreement dated as of
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(h)(10)Ninth Amendment dated as of
          June 23, 2000, to
          Credit Agreement dated as of
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(h)(11)Tenth Amendment dated as of
          July 6, 2000, to
          Credit Agreement dated as of
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(h)(12)Eleventh Amendment dated as of
          July 26, 2000, to
          Credit Agreement dated as of
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(h)(13)Pledge Agreement dated as of
          June 13, 2000, with respect to
          Credit Agreement dated as of
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(j)   Asset Purchase Agreement dated     Report filed on Form     Exhibit 10(k)
          as of July 23, 1998, between       8-K dated as of
          Southern States Cooperative,       July 23, 1998
          Incorporated and Gold Kist Inc.

B-10(k)(1)Commitment Letter for Purchase     Annual Report on Form    Exhibit B-10(k)(1)
          of Securities dated October 13,    10-K for the Fiscal Year
          1998 between Southern States       ended June 26, 1999
          Cooperative, Incorporated and
          Gold Kist Inc.

B-10(k)(2)Amendment dated March 25,          Annual Report on Form    Exhibit B-10(k)(2)
          1999 to Commitment Letter          10-K for the Fiscal Year
          for Purchase of Securities         ended June 26, 1999
          between Southern States
          Cooperative, Incorporated
          and Gold Kist Inc.

B-27 Financial Data Schedule
</TABLE>
_________________________________
*Plans and arrangements pursuant to which executive officers and
directors of the Association receive compensation.

     (b)  Reports on Form 8-K. - No reports on Form 8-K were
filed during the last quarter of the fiscal year ended July 1,
2000.

SIGNATURES - Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                             GOLD KIST INC.

Date: October 12, 2000       By:/s/ G. O. Coan
                             G. O. Coan, Chief Executive
                             Officer
                             (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                TITLE                         DATE
<S>                      <C>                           <C>


/s/ G. O. Coan           Chief Executive Officer       October 12, 2000
G. O. COAN               (Principal Executive Officer)

/s/ Stephen O. West      Chief Financial Officer       October 12, 2000
STEPHEN O. WEST          (Principal Financial Officer)

/s/ W. F. Pohl, Jr.      Controller (Principal         October 12, 2000
W. F. POHL, JR.          Accounting Officer)

/s/ Dan Smalley               Director                 October 12, 2000
DAN SMALLEY

/s/ James E. Brady, Jr.       Director                 October 12, 2000
JAMES E. BRADY, JR.

/s/ Phil Ogletree, Jr.        Director                 October 12, 2000
PHIL OGLETREE, JR.

/s/ A. Jack Nally             Director                 October 12, 2000
A. JACK NALLY

/s/ W. Kenneth Whitehead      Director                 October 12, 2000
W. KENNETH WHITEHEAD

/s/H. Michael Davis           Director                 October 12, 2000
H. MICHAEL DAVIS

/s/ Herbert A. Daniel, Jr.    Director                 October 12, 2000
HERBERT A. DANIEL, JR.

/s/ W. A. Smith               Director                 October 12, 2000
W. A. SMITH

/s/ Douglas A. Reeves         Director                 October 12, 2000
DOUGLAS A. REEVES
</TABLE>

                       INDEX TO EXHIBITS
<TABLE>
<CAPTION>
                                                  Sequentially
Exhibit                                             Numbered
Number         Description                              Page
<S>            <C>                                <C>


B-4(i)(7)      Amendment dated September 5, 1997
               to Note Agreement dated
               as of June 3, 1991 with the
               Prudential Insurance Company of
               America; and Note Purchase and
               Private Shelf Agreement with the
               Prudential Insurance Company of America

B-4(i)(8)      Amendment dated October 13, 1998
               to Note Agreement dated
               as of June 3, 1991 with the
               Prudential Insurance Company of
               America; and Note Purchase and
               Private Shelf Agreement with the
               Prudential Insurance Company of America

B-4(i)(9)      Amendment dated June 7, 1999
               to Note Agreement dated
               as of June 3, 1991 with the
               Prudential Insurance Company of
               America; and Note Purchase and
               Private Shelf Agreement with the
               Prudential Insurance Company of America

B-4(i)(10)     Amendment dated January 21, 2000
               to Note Agreement dated
               as of June 3, 1991 with the
               Prudential Insurance Company of
               America; and Note Purchase and
               Private Shelf Agreement with the
               Prudential Insurance Company of America

B-4(i)(11)     Amendment dated March 23, 2000
               to Note Agreement dated
               as of June 3, 1991 with the
               Prudential Insurance Company of
               America; and Note Purchase and
               Private Shelf Agreement with the
               Prudential Insurance Company of America

B-10(b)(12)    Gold Kist Executive Defined
               Contribution Plan *

B-10(f)(1)     Golden Peanut Company LLC
               Operating Agreement between
               Alimenta Holdings, Inc., Archer
               Daniels-Midland Company, Cargill,
               Incorporated, and Gold Kist Inc.,
               dated as of March 30, 2000

B-10(h)(9)     Eighth Amendment dated as of
               June 22, 2000, to
               Credit Agreement dated as of
               August 4, 1998, with various banks
               and lending institutions, as lendors,
               and Cooperatieve Centrale Raiffeisen-
               Boerenleen Bank B.A., New York
               Branch, as agent

B-10(h)(10)    Ninth Amendment dated as of
               June 23, 2000, to
               Credit Agreement dated as of
               August 4, 1998, with various banks
               and lending institutions, as lendors,
               and Cooperatieve Centrale Raiffeisen-
               Boerenleen Bank B.A., New York
               Branch, as agent

B-10(h)(11)    Tenth Amendment dated as of
               July 6, 2000, to
               Credit Agreement dated as of
               August 4, 1998, with various banks
               and lending institutions, as lendors,
               and Cooperatieve Centrale Raiffeisen-
               Boerenleen Bank B.A., New York
               Branch, as agent

B-10(h)(12)    Eleventh Amendment dated as of
               July 26, 2000, to
               Credit Agreement dated as of
               August 4, 1998, with various banks
               and lending institutions, as lendors,
               and Cooperatieve Centrale Raiffeisen-
               Boerenleen Bank B.A., New York
               Branch, as agent

B-10(h)(13)    Pledge Agreement dated as of
               June 13, 2000, with respect to
               Credit Agreement dated as of
               August 4, 1998, with various banks
               and lending institutions, as lendors,
               and Cooperatieve Centrale Raiffeisen-
               Boerenleen Bank B.A., New York
               Branch, as agent

B-27           Financial Data Schedule
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT B-4(I)(7)
<TEXT>

                       EXHIBIT B-4(i)(7)

                        FIRST AMENDMENT
                              TO
           NOTE PURCHASE AND PRIVATE SHELF AGREEMENT


THIS  FIRST AMENDMENT (the "First Amendment") TO NOTE PURCHASE
AND  PRIVATE SHELF AGREEMENT (the "Agreement") is entered into
as  of this 5th day of September, 1997, by and among GOLD KIST
INC.,  a  cooperative  marketing  association  organized   and
existing  under  the  laws  of  the  State  of  Georgia   (the
"Company"),  and THE PRUDENTIAL INSURANCE COMPANY  OF  AMERICA
("Prudential")  and PRUDENTIAL affiliates  which  are  or  may
become  bound by the Agreement (together with PRUDENTIAL,  the
"Purchasers").

                     W I T N E S S E T H:

WHEREAS, the Company and the Purchasers have entered into that
certain Agreement, dated as of February 11, 1997, (as amended,
restated  or  otherwise  modified  to  the  date  hereof,  the
"Agreement";  capitalized  terms  which  are  defined  in  the
Agreement and not otherwise defined shall be used herein  with
the meanings ascribed to such terms in the Agreement); and

WHEREAS,   the Company and the Purchasers desire to amend  the
Agreement  in the manner set forth below to allow the  Company
to purchase the outstanding equity interests of Golden Poultry
Company, Inc. ("Golden Poultry") not now owned by it;

NOW,  THEREFORE,  for  and  in  consideration  of  the  mutual
premises, covenants and conditions contained herein, and other
good  and  valuable consideration, the receipt and sufficiency
of  which are hereby acknowledged, the parties hereto agree as
follows:

                              1.

Section 6B, Section 6C, Section 6D(xii) and Section 6F of  the
Credit  Agreement  are  hereby  amended  by  replacing   those
subsections in their entirety with the following text:

     6.   NEGATIVE COVENANTS.  During the Issuance Period and so
        long thereafter any Note or other amount due hereunder is
        outstanding and unpaid, the Company covenants as follows:

                            *  *  *

     6B.   Limitation  on  Restricted Payments.   The  Company
covenants that it will not (i) pay or declare any dividend  or
make  any other distribution on or on account of any class  of
its stock or other equity or make cash distributions of equity
(including  cash  patronage refunds), or  (ii)  make  interest
payments  on equity, or redeem, purchase or otherwise acquire,
directly  or  indirectly, any shares of  its  stock  or  other
equity,  or  (iii)  redeem,  purchase  or  otherwise  acquire,
directly or indirectly, any Subordinated Debt, including,  but
not  limited  to,  its  Subordinated Capital  Certificates  of
Interest,   Subordinated  Loan  Certificates  and   Cumulative
Preferred   Certificates   of   Interest   (except    required
redemptions  as provided in the indentures pursuant  to  which
such  Subordinated  Debt  was  issued),  or  make  any  loans,
advances  or  investments in Golden  Poultry   other  than  as
permitted  under clauses (xii) and (xvii) of paragraph  6D  of
this  Agreement or permit any Restricted Subsidiary to do  any
of  the  above  (all  of  the foregoing  being  herein  called
"Restricted Payments") except out of Consolidated Net Earnings
Available  for Restricted Payments; provided that the  Company
shall not make any Restricted Payments upon the occurrence and
during  the continuance of a Default or Event of Default.   So
long  as there is no Default or Event of Default occurring  or
continuing,  there shall not be included in the definition  of
Restricted  Payments:   (x) dividends paid,  or  distributions
made, in stock of the Company or (y) exchanges of stock of one
or more classes of the Company, except to the extent that cash
or  other  value  is  involved in  such  exchange.   The  term
"equity"  as  used  in  this paragraph 6B  shall  include  the
Company's common stock, preferred stock, if any, other  equity
certificates, and notified equity accounts of patrons.

     6C.   Liens.  The Company covenants that it will not, nor
will it permit any Restricted Subsidiary to, create, assume or
suffer  to  exist any Lien upon any of its property or  assets
whether now owned or hereafter acquired, except:

        (i)     Liens existing prior to the date of this Agreement, as
     set forth on schedule 6C attached hereto;

        (ii)         Liens for taxes not yet due, and Liens for taxes
     or Liens imposed by ERISA which are being contest in good
     faith by appropriate proceedings and with respect to which
     adequate reserves are being maintained.

        (iii)        statutory Liens of landlords and Liens of
     carriers, warehousemen, mechanics, materialmen and other Liens
     imposed by law created in the ordinary course of business for
     amounts not yet due or which are being contested in good faith
     by appropriate proceedings and with respect to which adequate
     reserves are being maintained;

        (iv)         Liens incurred or deposits made in the ordinary
     course of business in connection with workers' compensation,
     unemployment insurance and other types of social security, or
     to secure the performance of tenders, statutory obligations,
     surety and appeal bonds, bids, leases, government contracts,
     performance  and return-of-money bonds and other  similar
     obligations (exclusive of obligations for the payment  of
     borrowed money);

        (v)     Any Liens that constitute margin accounts set-off
     arrangements  made in connection with bona  fide  hedging
     transactions, as defined in accordance with GAAP, in commodity
     futures entered into in the ordinary course of business and
     not for speculative purposes; and

        (vi)   Liens securing purchase money debt provided the
     aggregate of such debt so secured does not exceed fifteen
     percent (15%) of Consolidated Net Worth.

        (vii) Liens encumbering securities of Archer-Daniels-
     Midland Company, a Delaware corporation, owned by
     Company.

      6D.   Restrictions on Loans, Advances,  Investments  and
Contingent  Liabilities.  The Company covenants that  it  will
not, nor will it permit any Restricted Subsidiary to, make  or
permit to remain outstanding any loan or advance to, or extend
credit  other  than credit extended in the  normal  course  of
business  to  any  Person which is not  an  Affiliate  of  the
Company,  or  guarantee,  endorse or otherwise  be  or  become
contingently  liable,  directly or indirectly,  in  connection
with  the obligations, stock or dividends of, or own, purchase
or  acquire  any stock, obligations or securities of,  or  any
other  interest in, or make any capital contribution  to,  any
Person, except that the Company or any Subsidiary may:

                            *  *  *

        (xii)       purchase and hold all the outstanding capital
     stock of Golden Poultry, it being agreed that the purchase
     price of the capital stock of Golden Poultry not owned by
     Company as the date hereof will not exceed $56,000,000.00.

      6F.    Merger and Sale of Assets.  The Company covenants
that it will not, nor will it permit any Restricted Subsidiary
to,  enter  into  any  transaction of  merger,  consolidation,
pooling  of  interests,  joint  venture,  syndicate  or  other
combination with any other Person except for Golden Peanut and
Young  Pecan or sell, lease, transfer, contribute as  capital,
or  otherwise  dispose  of all or a substantial  part  of  the
consolidated  assets  of the Company and all  Subsidiaries  or
assets  which  shall  have contributed a substantial  part  of
Consolidated  Net Earnings for any of the three  fiscal  years
than  most recently ended, in any single transaction or series
of related transactions, to any Person, except that:

        (i)     any Subsidiary may merge with the Company, provided
     that  the  Company shall be the continuing  or  surviving
     corporation,  or  with any one or more  other  Restricted
     Subsidiaries;

        (ii)        any Subsidiary may sell, lease or otherwise
     dispose  of  any of its assets to the Company or  another
     Restricted Subsidiary;

        (iii)       the Company or any Restricted Subsidiary may enter
     into any transaction of pooling of interests, joint venture,
     syndicate or other combination with any other Person so long
     as  the  aggregate investment of the Company  and/or  its
     Restricted Subsidiaries does not exceed $5,000,000; and

        (iv)        any subsidiary may sell or otherwise dispose of
     all  or  substantially all of its assets subject  to  the
     conditions specified in paragraph 6E with respect to a sale of
     the stock of such Subsidiary.

        (v)any Subsidiary may merge with Golden Poultry; and

        (vi)        Company may sell securities of Archer-Daniels-
     Midland Company, a Delaware corporation, owned by it.

                              2.

      Use of Proceeds/Regulation G, Etc.  The proceeds of  the
Series  A Notes will be used (i)  to fund capital expenditures
and  working  capital needs, (ii) to acquire  the  portion  of
equity  interests of Golden Poultry not now owned by  Company,
and  (iii)  for general working capital purposes.  Neither  of
the  Company nor any agent acting on its behalf has  taken  or
will  take any action which might cause this Agreement or  the
Notes  to  violate Regulation G, T, U or X or (to  their  best
knowledge)  any other regulation of the Board of Governors  of
the  Federal  Reserve  System, or to  violate  the  Securities
Exchange  Act of 1934, as amended, in each case as  in  effect
now or as the same may hereafter be in effect.

                              3.

      The  Agreement, as amended by the First Amendment, shall
remain  in full force and effect in accordance with the  terms
thereof in effect prior to this First Amendment to the  extent
nor inconsistent with this First Amendment.  The Agreement, as
amended  by  the  First  Amendment, is hereby  reaffirmed  and
restated  on  the date hereof; furthermore, nothing  contained
herein  shall  be  construed as a waiver  or  modification  of
existing rights or obligations under the Agreement.  From  and
after  the date hereof, references to the Agreement  shall  be
deemed  to  be references to the Agreement as amended  to  the
date hereof by the First Amendment.

                              4.

       Company  represents  and  warrants  that  all  of   the
representations and warranties set forth in Section 8  of  the
Agreement  are  true  and  correct on  the  date  hereof.   No
"Default" or "Event of Default" has occurred and is continuing
as  of the date hereof, and no "Default" or "Event of Default"
will  occur  as  a  result of the acquisition  of  the  equity
interests of Golden Poultry.

                              5.

     This First Amendment shall be binding on, and shall inure
to  the  benefit  of, the parties hereto and their  respective
successors and assigns.

                              6.

      This First Amendment shall be governed by, and construed
in accordance with, the laws of the State of New York.

                              7.

     This First Amendment constitutes the entire understanding
of  the parties with respect to the subject matter hereof, and
any other prior or contemporaneous agreements, whether written
or oral, with respect thereto are expressly superseded hereby.

                              8.

      This  First Amendment may be executed in any  number  of
counterparts and by the different parties hereto  on  separate
counterparts, each of which when executed and delivered  shall
be an original, but all of which shall together constitute one
and the same instrument.

     IN  WITNESS  WHEREOF, the parties have caused this  First
Amendment  to be executed as of the day and year  first  above
written.

THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA                 GOLD KIST INC.

By: /s/ Robert R. Derrick          By:  /s/ Stephen O. West
      Vice President                    Stephen O. West
                                        Treasurer
[12750]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT B-4(I)(8)
<TEXT>

                       EXHIBIT B-4(i)(8)

          THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
                 PRUCO LIFE INSURANCE COMPANY
                 c/o Prudential Capital Group
                One Gateway Center, 11th Floor
                   Newark, New Jersey  07102

                                   October 13, 1998


GOLD KIST INC.
244 Perimeter Center Parkway, N.E.
Atlanta, Georgia  30346
Attention:  Mr. Steven O. West,
           Treasurer

Ladies and Gentlemen:

     Reference is made to each of the following agreements:

           (i)   that certain Note Purchase and Private  Shelf
     Agreement  (the "Shelf Agreement") dated as  of  February
     11,  1997 between Gold Kist, Inc. (the "Company") and The
     Prudential  Insurance Company of America  ("Prudential"),
     as previously amended;

           (ii)  those  certain Note Agreements  dated  as  of
     November 4, 1988, between the Company and Prudential, and
     the  Company and Pruco Life Insurance Company  ("Pruco"),
     as previously amended; and

           (iii)     that certain Note Agreement dated  as  of
     June  3, 1991 (the "1991 Agreement"), between the Company
     and  Prudential,  as  previously  amended.   All  of  the
     foregoing   agreements  being  hereinafter  referred   to
     collectively  as  the  "Note  Agreements".   Pursuant  to
     paragraph 11C of each of the Note Agreements:

A.    The  Company,  Prudential and Pruco  hereby  agree  that
paragraph  1  of the 1991 Agreement and paragraph  1A  of  the
Shelf  Agreement, shall be amended by  changing the  reference
to  "July 31, 1998" to "July 1, 1998" in the last sentence  of
paragraph  1  of the 1991 Agreement and paragraph  1A  of  the
Shelf Agreement.

B.    The  Company  has  requested that Purchasers  waive  the
prohibition  contained in Paragraph 6D of the Note Agreements,
in  order  to  permit the Company to provide  a  $100  million
irrevocable  letter  of  credit (the "Letter  of  Credit")  to
Southern  States  Cooperative ("SSC"), as collateral  for  its
obligation  to  purchase $100 million shares of SSC  preferred
stock ("Preferred Stock") upon the terms described in Annex  1
hereto.   The  Purchasers  hereby  waive  the  provisions   of
paragraph  6D  of  the Note Agreements so  as  to  permit  the
Company to (i) provide the Letter of Credit to SSC and (ii) if
required, purchase the Preferred Stock, all substantially upon
the terms described in Annex 1.

C.    The  amendments  set  forth  in  paragraph  A  shall  be
effective  as  of July 1, 1998, and all other  amendments  set
forth herein shall become effective as of the date hereof upon
the  full  execution  and delivery to the Purchasers  of  this
letter by the Company.

D.    This  amendment shall not be deemed to amend, modify  or
waive any other provision of the Note Agreements and shall not
serve  as  an amendment, modification or waiver of  any  other
terms and conditions of the Note Agreements.  All of the terms
and  conditions  of the Note Agreements shall remain  in  full
force and effect, except as and to the extent amended above.

     If the foregoing accurately sets forth our understanding,
please  sign each copy of this letter enclosed and return  one
to  Prudential,  whereupon  this letter  shall  be  a  binding
agreement  between  Prudential, Pruco and  the  Company,  with
respect to the 1988 Agreements and Prudential and the Company,
with respect to all of the other Note Agreements.

                                   Very truly yours,


                                   THE PRUDENTIAL INSURANCE
                                   COMPANY OF AMERICA


                                   By: /s/ Robert R. Derrick
                                   Name: Robert R. Derrick
                                   Title:  Vice President


                                   PRUCO LIFE INSURANCE
                                   COMPANY


                                   By:/s/ Robert R. Derrick
                                   Name: Robert R. Derrick
                                   Title:  Vice President

Agreed and accepted
this 13 day of October, 1998

GOLD KIST, INC

By:/s/ Stephen O. West
Name:  Stephen O. West
Title:  Treasurer

                            ANNEX I


To partially finance the $230 million acquisition of Gold Kist
Inc.'s ("Gold Kist") Agri-services business by Southern States
Cooperative ("SSC"), Gold Kist has accepted an obligation to
purchase $100 million in Southern States preferred stock
through a put option which allows Southern State to put up to
$100 million of preferred stock to Gold Kist if Southern
States fails to place the preferred stock in the market within
six months.  To collateralize Gold Kist's obligation under the
put, Gold Kist will provide Southern States with a $100
million direct pay, irrevocable, letter of credit issued by
Rabobank for an initial period of six months.  The letter of
credit may be renewed at Southern States option for an
additional six months.  If Southern States issues the
preferred securities to another party in whole or in part
before exercising the put option, the letter of credit will
expire immediately.  Southern States will finance the entire
purchase price of the transaction with a bridge financing
until the preferred securities are sold in the market or put
to Gold Kist.

The preferred stock issue is comprised of two security
classes:  1) $40 million perpetual redeemable cumulative
preferred stock with a 10 year bullet maturity and a 7.50%
initial dividend rate that increase to 8.00% after nine
months, and increases to 8.25% after twelve months from the
closing date; and 2) $60 million in trust preferred
certificates with a 30 year bullet maturity and an initial
dividend rate of 8.00% which increases to 8.50% after nine
months and 8.75% after twelve months from the closing date.
Both of these preferred securities have a fifteen month
transferability block.  S&P and Moody's have reviewed Southern
States for the foregoing transaction and have rated the
company's senior debt BBB- and Ba1, and the preferred stock
issue BB+ and Ba3, respectively.


[12743]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EXHIBIT B-4(I)(9)
<TEXT>

                       EXHIBIT B-4(i)(9)

          THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
                 PRUCO LIFE INSURANCE COMPANY
                 c/o Prudential Capital Group
                One Gateway Center, 11th Floor
                   Newark, New Jersey  07102

                                   June 7, 1999


GOLD KIST INC.
244 Perimeter Center Parkway, N.E.
Atlanta, Georgia  30346
Attention:  Mr. Steven O. West,
           Treasurer

Ladies and Gentlemen:

     Reference is made to each of the following agreements:

           (i)   that certain Note Purchase and Private  Shelf
     Agreement  (the "Shelf Agreement") dated as  of  February
     11,  1997 between Gold Kist, Inc. (the "Company") and The
     Prudential  Insurance Company of America  ("Prudential"),
     as previously amended;

           (ii)  those  certain Note Agreements  dated  as  of
     November  4,  1988 (the "1988 Agreements"),  between  the
     Company  and Prudential, and the Company and  Pruco  Life
     Insurance Company ("Pruco"), as previously amended; and

           (iii)     that certain Note Agreement dated  as  of
     June  3,  1991,  between the Company and  Prudential,  as
     previously  amended.   All  of the  foregoing  agreements
     being  hereinafter referred to collectively as the  "Note
     Agreements".  Pursuant to paragraph 11C of  each  of  the
     Note Agreements:

1.   Amendments.

     Pursuant to paragraph 11C of each of the Note Agreements,
the  Company, Prudential and Pruco hereby agree that  each  of
the Note Agreements shall be amended as follows:

     1.1.  Paragraph 5A(1).  Paragraph 5A(1) of  each  of  the
     Note  Agreements  is hereby amended by (i)  deleting  the
     word  "and"  at  the end of subparagraph (vi),  and  (ii)
     deleting  subparagraph (vii) and replacing  it  with  the
     following:

                "(vii)    immediately upon the effective  date
          of   any  amendment  or  modification  of  the  Bank
          Agreement, any such amendment or modification; and

                (viii)     with  reasonable  promptness,  such
          other  financial  data as a Significant  Holder  may
          reasonably."

     1.2.  Paragraph  6D.  Paragraph 6D of each  of  the  Note
     Agreements   is  hereby  amended  by  (i)  deleting   the
     reference   in  subparagraph  (q)  to  "$4,000,000"   and
     substituting  "$6,000,000" therefor,  (ii)  deleting  the
     word "and" at the end of subparagraph (t), (iii) deleting
     the  period at the end of subparagraph (u) and  replacing
     it   with   ";  and,"  and  (iv)  adding  the   following
     subparagraph at the end of paragraph 6D:

          "(v)      the purchase of the SSC Securities."

     1.3.  Paragraph  6I.  Paragraph 6I of each  of  the  Note
     Agreements is hereby amended in its entirety to  read  as
     follows:

                    "6I. Hedging Contracts.  The Company shall
          not,  and shall not permit any Subsidiary to,  enter
          into  any  Hedging Contract except:  (a)  bona  fide
          hedging  transactions in commodities that  represent
          production inputs or products to be marketed, or  in
          commodities   needed   in   operations    to    meet
          manufacturing or market demands, provided  that  (i)
          long positions and/or options sold on corn and wheat
          shall in no event cover more than six months of  the
          Company's   anticipated   requirements   for    feed
          ingredients, (ii) long positions and/or options sold
          on  soybean meal shall in no event cover  more  than
          six months of the Company's anticipated requirements
          for  feed ingredients, (iii) short positions on corn
          shall not exceed 2,000,000 bushels, and shall at all
          times  relate  to  corn  owned  or  contracted   for
          purchase,  and  (iv) all short positions  on  cotton
          owned  or  expected to be purchased by  the  Company
          must  be  reasonably related to  the  expected  sale
          dates  of  such  cotton and to the amounts  of  such
          cotton expected to be sold; and (b) foreign exchange
          contracts,  currency swap agreements, interest  rate
          exchange  agreements, interest rate cap  agreements,
          interest  rate collar agreements, and other  similar
          agreements  and  arrangements which  are  reasonably
          related to existing indebtedness or to monies to  be
          received or paid in foreign currencies."

     1.4.  Paragraph 6K.  Paragraph 6K of the Note  Agreements
     is hereby amended in its entirety to read as follows:

                     "6K.  Capital Expenditures.  The  Company
          and  its  Subsidiaries shall not, on a  consolidated
          basis,   directly   or  indirectly,   make   Capital
          Expenditures  in  the aggregate  in  1998  exceeding
          $84,000,000,  and for any rolling  period  of  eight
          consecutive  fiscal  quarters  thereafter  exceeding
          $90,000,000."

     1.5. Paragraph 10 of each of the Note Agreements shall be
     amended as follows:

     (a)  The definition of "Funded Debt" is hereby amended by
     (i)  deleting the word "and" at the end of item  (e)  and
     (ii)  deleting  item  (e)  and  replacing  it  with   the
     following:

                    "(e) obligations outstanding under the 364-
          Day Loans and under any other credit facility with a
          maturity  of less than one year, to the extent  that
          such obligations exceed eighty percent (80%) of  the
          Borrower's inventory balance as of the date of  such
          calculation; and

                    (f)  Letter of Credit Obligations"; and

         (b)  Adding the following definitions:

                      "'Letter   of  Credit'  shall   mean   a
          commercial stand-by letter of credit issued pursuant
          to   the  Bank  Agreement  in  the  face  amount  of
          $100,000,000.";

                     "`Letter  of  Credit  Obligations'  shall
          mean,  at  any particular time, the sum of  (a)  any
          reimbursement obligations with respect to the Letter
          of Credit at such time and (b) the aggregate maximum
          amount  available for drawing under  the  Letter  of
          Credit at such time."; and

                     "'SSC  Securities' means the  $40,000,000
          Series  B Cumulative Redeemable Preferred Stock  and
          the  $60,000,000 Series B Capital Securities  issued
          by  Southern  States Cooperative or Southern  States
          Capital  Trust, respectively, and purchased  by  the
          Company  pursuant to the Commitment  Letter  between
          the Company and Southern States Cooperative dated as
          of October 13, 1998."

2.   The amendments set forth herein shall become effective as
of the date hereof upon the full execution and delivery to the
Purchasers of this letter by the Company.

3.    This  amendment shall not be deemed to amend, modify  or
waive any other provision of the Note Agreements and shall not
serve  as  an amendment, modification or waiver of  any  other
terms and conditions of the Note Agreements.  All of the terms
and  conditions  of the Note Agreements shall remain  in  full
force and effect, except as and to the extent amended above.

     If the foregoing accurately sets forth our understanding,
please  sign each copy of this letter enclosed and return  one
to  Prudential,  whereupon  this letter  shall  be  a  binding
agreement  between  Prudential, Pruco and  the  Company,  with
respect to the 1988 Agreements and Prudential and the Company,
with respect to all of the other Note Agreements.

                                   Very truly yours,


                                   THE PRUDENTIAL INSURANCE
                                   COMPANY OF AMERICA


                                   By:/s/ Robert R. Derrick
                                   Name:  Robert R. Derrick
                                   Title:  Vice President


                                   PRUCO LIFE INSURANCE
                                   COMPANY


                                   By:/s/ Robert R. Derrick
                                   Name:  Robert R. Derrick
                                   Title:  Vice President

Agreed and accepted
this 22 day of June, 1999

GOLD KIST, INC

By:/s/ Stephen O. West
Name: Stephen O. West
Title: Chief Financial Officer and Treasurer

12744

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>EXHIBIT B-4(I)(10)
<TEXT>


                      EXHIBIT B-4(i)(10)

          THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
                 PRUCO LIFE INSURANCE COMPANY
                 c/o Prudential Capital Group
            1114 Avenue of the Americas, 30th Floor
                      New York, NY  10036


                                   January 21, 2000


GOLD KIST INC.
244 Perimeter Center Parkway, N.E.
Atlanta, Georgia  30346
Attention:  Mr. Steven O. West,
           Treasurer

Ladies and Gentlemen:

     Reference is made to each of the following agreements:

           (i)   that certain Note Purchase and Private  Shelf
     Agreement  dated  as of February 11,  1997  between  Gold
     Kist,  Inc. (the "Company") and The Prudential  Insurance
     Company of America ("Prudential"), as previously amended;
     and

          (ii) that certain Note Agreement dated as of June 3,
     1991,  between the Company and Prudential, as  previously
     amended.    Both   of  the  foregoing  agreements   being
     hereinafter  referred  to  collectively  as   the   "Note
     Agreements".  Pursuant to paragraph 11C of  each  of  the
     Note Agreements:

1.   Amendments.

     Pursuant to paragraph 11C of each of the Note Agreements,
the  Company and Prudential hereby agree that each of the Note
Agreements shall be amended as follows:

     1.1.  Paragraph 6A(b).  Paragraph 6A(b) of  each  of  the
     Note Agreements is hereby amended in its entirety to read
     as follows:

           "(b) Minimum Consolidated Tangible Net Worth.   The
     Company's  Consolidated  Tangible  Net  Worth  (less  any
     amount  shown  as  "unrealized gain on marketable  equity
     securities"   on   the  Company's  financial   statements
     delivered pursuant to paragraph 5A) will (i) at  no  time
     prior to June 30, 1998 be less than $225,000,000, (ii) at
     no  time  after June 30, 1998 and prior to September  30,
     1999 be less than $225,000,000 plus the sum of (X) 75% of
     the cumulative Reported Net Income of the Company and its
     Consolidated Subsidiaries during the period commencing on
     July 1, 1998 (taken as one accounting period), calculated
     quarterly at the end of each Fiscal Quarter, and (Y) 100%
     of  the cumulative Net Proceeds of Capital Stock received
     during  any period after the Closing Date, but  excluding
     from  such  calculations  of  Reported  Net  Income   for
     purposes  of this clause any Fiscal Quarter in which  the
     Reported  Net  Income of the Company and its Consolidated
     Subsidiaries is negative and (iii) thereafter, at no time
     be  less than $255,000,000 plus the sum of (X) 50% of the
     cumulative  Reported Net Income of the  Company  and  its
     Consolidated Subsidiaries during the period commencing on
     January   1,  2000  (taken  as  one  accounting  period),
     calculated  quarterly at the end of each Fiscal  Quarter,
     and  (Y)  100% of the cumulative Net Proceeds of  Capital
     Stock  received (excluding unrealized gains, if  any,  on
     publicly  traded  equity securities)  during  any  period
     after   the   Closing  Date,  but  excluding  from   such
     calculations of Reported Net Income for purposes of  this
     clause  any  Fiscal  Quarter in which  the  Reported  Net
     Income  of  the Company and its Consolidated Subsidiaries
     is negative.

1.2  Paragraph  6A(d).  Paragraph 6A(d) of each  of  the  Note
     Agreements is hereby amended in its entirety to  read  as
     follows.

           (d)  Fixed Charge Coverage.  The Company shall  not
     permit  the  ratio  of (i) EBIT plus  Consolidated  Lease
     Expense,  in  each  case for the period  of  four  fiscal
     quarters of the Company most recently ended at such time,
     to  (ii)  Consolidated Interest Expense plus Consolidated
     Lease  Expense for such period, to be less than the ratio
     set  forth  opposite the relevant fiscal quarter  in  the
     following table:

               Fiscal Quarter                Ratio

               June 30, 1999 through
                 September 30, 1999          1.50

               December 31, 1999             1.45

               March 31, 2000                1.35

     In  addition,  commencing with the fiscal quarter  ending
     June 30, 2000, the Company  shall not permit the ratio of
     (i)  EBIT  plus Consolidated Lease Expense, in each  case
     for  the  period of eight fiscal quarters of the  Company
     most  recently  ended at such time, to (ii)  Consolidated
     Interest Expense plus Consolidated Lease Expense for such
     period to be less than 1.75 to 1.00.

1.3  Paragraph  6A(e).  Paragraph 6A(e) of each  of  the  Note
     Agreements is hereby amended in its entirety  to read  as
     follows:

           "(e)  Senior Debt Coverage.  The Company shall  not
     permit  the ratio of (a) Consolidated Senior Funded  Debt
     to  (b)  EBITDA, for each fiscal quarter set forth below,
     calculated  for  the fiscal quarter then ending  and  the
     preceding three fiscal quarter, to be less than the ratio
     set  forth  opposite the relevant fiscal quarter  in  the
     following table:

               Fiscal Quarter                Ratio

               September 30, 1998 through
                 March 31, 1999              3.00

               June 30, 1999 through
                 September 31, 1999          2.75

               December 31, 1999 through
                  June 30, 2000              3.50

               September 30, 2000 and
                  Thereafter                 3.00

          For purposes of computing the ratio as of the end of
     the fiscal     quarter ending on September 30, 1998,
     EBITDA for such quarter and for the preceding two
     quarters shall be increased by $3,400,000.

1.4. Paragraph  6D.   Paragraph  6D  of  each  of   the   Note
     Agreements   is  hereby  amended  by  (i)  deleting   the
     reference   in  subparagraph  (q)  to  "$6,000,000"   and
     substituting  "$8,000,000" therefor,  (ii)  deleting  the
     word "and" at the end of subparagraph (u), (iii) deleting
     the  period at the end of subparagraph (v) and  replacing
     it   with   ";  and,"  and  (iii)  adding  the  following
     subparagraph at the end of paragraph 6D:

                "(w)      money market funds which invest only
     in  investments  described in  clauses  (c)  through  (h)
     above;  any  such  money market funds which  provide  for
     demand  withdrawals being conclusively deemed to  satisfy
     any   maturity  requirement  for  investments  set  forth
     herein; and


1.5. Paragraph  6K.   Paragraph  6K  of  each  of   the   Note
     Agreements is hereby amended in its entirety to  read  as
     follows:

                     "6K.  Capital Expenditures.  The  Company
          and  its  Subsidiaries shall not, on a  consolidated
          basis,   directly   or  indirectly,   make   Capital
          Expenditures in the aggregate (i) in its fiscal year
          ending June 30, 1998, exceeding $84,000,000, (ii) in
          its  fiscal  year  ending June 30,  1999,  exceeding
          $45,000,000  less the amount (if any) by  which  the
          Company's  fiscal  year  1998  Capital  Expenditures
          exceeded  $70,000,000,  (iii)  in  its  fiscal  year
          ending  June 30, 2000,  exceeding $75,000,000,  (iv)
          in  its  fiscal year ending June 30, 2001, exceeding
          $45,000,000 plus the amount (if any) by   which  the
          Company's fiscal year 2000 Capital Expenditures were
          less than $75,000,000, (v) in its fiscal year ending
          June 30, 2002, exceeding $45,000,000 plus the amount
          (if  any)  by which the Company's fiscal  year  2001
          Capital  Expenditures  were  less  than  the  amount
          permitted  under (iv) above, and (vi) in any  fiscal
          year   thereafter,  exceeding $45,000,000  plus  the
          amount,  (if any) , up to $15,000,000 by  which  the
          Company's  Capital  Expenditures  for  the  previous
          fiscal  year  were  less than the  amount  permitted
          hereunder.

2.   The amendments set forth herein shall become effective as
     of December 24, 1999 upon the full execution and delivery
     to the Prudential of this letter by the Company.

3.   This  amendment shall not be deemed to amend,  modify  or
     waive  any  other  provision of the Note  Agreements  and
     shall  not serve as an amendment, modification or  waiver
     of any other terms and conditions of the Note Agreements.
     All  of  the  terms and conditions of the Note Agreements
     shall  remain in full force and effect, except as and  to
     the extent amended above.

If  the  foregoing  accurately sets forth  our  understanding,
please  sign each copy of this letter enclosed and return  one
to  Prudential,  whereupon  this letter  shall  be  a  binding
agreement between Prudential, and the Company, with respect to
the Note Agreements.

                                   Very truly yours,


                                   THE PRUDENTIAL INSURANCE
                                   COMPANY OF AMERICA


                                   By:/s/ Robert R. Derrick
                                   Name: Robert R. Derrick
                                   Title:  Vice President



Agreed and accepted
this 28 day of January , 2000

GOLD KIST, INC

By: /s/ Stephen O. West
Name: Stephen O. West
Title:  Chief Financial Officer and Treasurer



12745

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>EXHIBIT B-4(I)(11)
<TEXT>



                      EXHIBIT B-4(i)(11)

                                                EXECUTION COPY



                 AMENDMENT OF  NOTE AGREEMENTS



     This Amendment, entered into as of March 23, 2000, by and
between  GOLD  KIST, INC. (the "Company") and  THE  PRUDENTIAL
INSURANCE COMPANY OF AMERICA ("Noteholder").

     WHEREAS,  the parties hereto have executed and  delivered
that  certain Note Purchase and Private Shelf Agreement  dated
as  of February 11, 1997 (as previously amended and as it  may
be  further amended, modified or supplemented, the "1997  Note
Agreement");

     WHEREAS,  the  parties  hereto  have  also  executed  and
delivered that certain Note Agreement dated as of June 3, 1991
(as  previously  amended  and as it may  be  further  amended,
modified  or  supplemented,  the "1991  Note  Agreement",  and
together with the 1997 Note Agreement the "Note Agreements");

     WHEREAS,  the  Company has requested  a  modification  of
certain covenants under the Note Agreements;

     WHEREAS,  Noteholder  is  willing  to  enter  into   this
Amendment subject to the satisfaction of conditions and  terms
set forth herein;

     WHEREAS,  capitalized terms used herein and not otherwise
defined  shall  have  the  meanings  set  forth  in  the  Note
Agreements; and

     NOW, THEREFORE, in consideration of the foregoing and
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:

1.   Amendments to Paragraph 6A of the Note Agreements.

1.1.  Paragraph 6A(b).  Paragraph 6A(b) of each of the Note
     Agreements is hereby amended in its entirety to read as
     follows:

          "(b) Minimum Consolidated Tangible Net Worth.  The
     Company's Consolidated Tangible Net Worth (less any
     amount shown as "unrealized gain on marketable equity
     securities" on the Company's financial statements
     delivered pursuant to paragraph 5A) will at no time be
     less than $240,000,000 plus the sum of (X) 50% of the
     cumulative Reported Net Income of the Company and its
     Consolidated Subsidiaries during the period commencing on
     January 1, 2000 (taken as one accounting period),
     calculated quarterly at the end of each Fiscal Quarter,
     and (Y) 100% of the cumulative Net Proceeds of Capital
     Stock received (excluding unrealized gains, if any, on
     publicly traded equity securities) during any period
     after the Closing Date, but excluding from such
     calculations of Reported Net Income for purposes of this
     clause any Fiscal Quarter in which the Reported Net
     Income of the Company and its Consolidated Subsidiaries
     is negative."

1.2  Paragraph 6A(c).  Paragraph 6A(c) of each of the Note
     Agreements is hereby amended in its entirety to read as
     follows:

          "(c) Current Ratio.  The Company shall not permit
     the ratio of Consolidated Current Assets to Consolidated
     Current Liabilities to be less than 1.10 to 1.0,
     calculated on a quarterly basis."

1.3  Paragraph 6A(d).  Paragraph 6A(d) of each of the Note
     Agreements is hereby amended in its entirety to read as
     follows:

          "(d) Fixed Charge Coverage.  The Company shall not
     permit the ratio of (i) EBIT plus Consolidated Lease
     Expense, in each case for the period of eight fiscal
     quarters of the Company most recently ended at such time,
     to (ii) Consolidated Interest Expense plus Consolidated
     Lease Expense for such period to be less than 1.75 to
     1.00."

1.4  Paragraph 6A(e).  Paragraph 6A(e) of each of the Note
     Agreements is hereby amended in its entirety  to read as
     follows:

          "(e) Senior Debt Coverage.  The Company shall not
     permit the ratio of (a) Consolidated Senior Funded Debt
     to (b) 50% of the sum of EBITDA for the fiscal quarter
     then ending and the preceding seven fiscal quarters, to
     be greater than 3.0 to 1.0, calculated on a quarterly
     basis."

2.   Conditions of Effectiveness.  This Amendment shall become
     effective when, and only when:

         a)    the  Noteholder shall have received  executed
originals of this Amendment;

         b)    the  Noteholder  shall  have  received  a  duly
executed  amendment,  satisfactory to the  Noteholder  in  all
respects, to the Bank Agreement; and

         c)    the Noteholder shall have received such other
documents, instruments, approvals or opinions as it may
reasonably request.

3.   Miscellaneous.

3.1  Reference to and Effect on the Note Agreement.

(a)  Upon the effectiveness of this Amendment, on and after
the date hereof each reference in the Note Agreement to "this
Agreement", "hereunder", "hereof" or words of like import
referring to the Note Agreement, and each reference in any
other document to "the Note Agreement", "thereunder",
"thereof" or words of like import referring to the Note
Agreement, shall mean and be a reference to the Note
Agreement, as amended hereby.


(b)  Except as specifically amended above, the Note Agreement
and the Notes, and all other related documents, are and shall
continue to be in full force and effect and are hereby in all
respects ratified and confirmed.


(c)  The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any
holder of a Note under the Note Agreement or the Notes, nor
constitute a waiver of any provision of any of the foregoing.

     3.2.  Costs and Expenses. The Company agrees  to  pay  on
demand  all  costs  and expenses, if any  (including,  without
limitation, reasonable counsel fees and expenses of  counsel),
incurred  by  any  holder  of a Note in  connection  with  the
enforcement  (whether through negotiations, legal  proceedings
or   otherwise)   of   this  Amendment,   including,   without
limitation, counsel fees and expenses in connection  with  the
enforcement of rights under this Amendment.

     3.3.  Execution in Counterparts.  This Amendment  may  be
executed  in  any  number  of counterparts  and  by  different
parties hereto in separate counterparts, each of which when so
executed  and delivered shall be deemed to be an original  and
all  of which taken together shall constitute but one and  the
same instrument.

     3.4. Governing Law.  This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New
York.

     3.5.  No Default or Claims.  To induce the Noteholder  to
enter into this Amendment, the Company hereby acknowledges and
agrees that, as of the date hereof, and after giving effect to
the  terms hereof, (i) no Default or Event of Default  exists,
(ii)  no  right  of offset, recoupment, defense, counterclaim,
claim or objection exists in favor of the Company arising  out
of or with respect to any of the Notes or other obligations of
the  Company  owed  to  any holder of a Note,  and  (iii)  the
Noteholder  has  acted  in good faith and  has  conducted  its
relationships  with  the Company in a commercially  reasonable
manner  in  connection  with the negotiations,  execution  and
delivery  of this Amendment and in all respects in  connection
with  the  Note  Agreement,  the Company  hereby  waiving  and
releasing any such claims to the contrary that may exist as of
the date of this Amendment.

     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers
thereunto duly authorized, as of the date first above written.


                              GOLDKIST, INC.


                              By:/s/ Stephen O. West
                              Name: Stephen O. West
                              Title: CFO and Treasurer


                              THE PRUDENTIAL INSURANCE
                                  COMPANY OF AMERICA


                              By:/s/ Billy B. Greer
                              Name: Billy B. Greer
                              Title:   Vice President

12746

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>EXHIBIT B-10(B)(12)
<TEXT>



                      EXHIBIT B-10(b)(12)

              ENHANCED DEFINED CONTRIBUTION PLAN
                       OF GOLD KIST INC.

                           Foreword

     Effective January 1, 2000, Gold Kist Inc. has adopted
the Enhanced Defined Contribution Plan of Gold Kist Inc. (the
"Plan") for the benefit of certain of its employees.

     The Plan hereinafter set forth has been approved by the
Board of Directors of Gold Kist Inc. and is intended to
conform to the requirements of the Employee Retirement Income
Security Act of 1974, as amended, and to qualify as a profit
sharing plan under Section 401 (a) of the Internal Revenue
Code of 1986, as amended, or any other applicable sections
thereof.

     The rights to benefits of any eligible employee whose
employment terminates prior to any amendment to the Plan
shall be determined solely by the provisions of the Plan
under which such eligible employee is covered, if any, as in
effect at the time of such termination of employment, unless
otherwise specifically provided herein.



                 ENHANCED DEFINED CONTRIBUTION
                              PLAN
                       OF GOLD KIST INC.

                       Table of Contents


Article I        Definitions                           1

Article II       Eligibility and Beneficiary

                 Designation                           8

Article III      Company Contributions                 9

Article IV       Investment of Contributions           11

Article V        Distributions                         13

Article VI       Management of Funds                   16

Article VII      Administration of the Plan            18

Article VIII     Amendment and Termination             23

Article IX       General Provisions                    25

Article X        Contribution Limitations              28




                           ARTICLE I

                          Definitions

     As used herein, unless otherwise defined or required
by the context, the following words and phrases shall have
the meanings indicated. Some of the words and phrases used
in the Plan are not defined in this Article I, but, for
convenience, are defined as they are introduced into the
text.

     "Account" means the Member's account into which shall
be credited the amounts in the Investment Funds attributable
to contributions made by the Company on the Member's behalf
pursuant to Section 3.1.

     "Affiliated Company" means any company which is related
to the Company as a member of a controlled group of
corporations in accordance with Section 414(b) of the Code,
or as a trade or business under common control in accordance
with Section 414(c) of the Code, or any other entity to the
extent it is required to be  aggregated with the Company in
accordance with Section 414(o) of the Code and any
regulations thereunder, or any organization which is part of
an affiliated service group in accordance with Section
414(m) of the Code. For the purposes under the Plan of
determining whether or not a person is an employee and the
period of employment of such person, each such company shall
be considered an Affiliated Company only for such period or
periods during which such other company is a member of the
controlled group or under common control.

     "Affiliated Sponsor" means any corporation and any
other entity that wishes to adopt this Plan; provided,
however, that any such entity described in this paragraph
must be designated by the Board as an Affiliated Sponsor
under the Plan.

     "Authorized Leave of Absence" means any temporary
layoff or any absence authorized by the Employer under the
Employer's standard personnel practices provided that all
persons under similar circumstances must be treated alike in
the granting of such Authorized Leaves of Absence and
provided further that the Participant returns within the
period of authorized absence.  An absence due to service in
the Armed Forces of the United States shall be considered an
Authorized Leave of Absence to the extent required by
federal law.

     "Base Pay" means an Employee's regular base pay from the
Company including sick pay, vacation pay, and holiday pay but
excluding any commissions, overtime, bonuses, imputed income,
severance or workers compensation, which is required to be
reported as wages in Box 1 ("Wages, Tips and Compensation") on
the Member's Form, W-2 (or its comparable location as provided
on Form W-2 in future years).  Base Pay shall also include any
amounts excluded from a Member's taxable compensation pursuant
to Section 125 of the Code.

     "Beneficiary" means such beneficiary as may be
designated pursuant to Section 2.3.

    "Board" or "Board of Directors" means the Board
of Directors of the Company.

    "Change in Control" refers to an occurrence in
which (a) any person [as that term is defined in
Section 3(a)(9) of the Securities Exchange Act of
1934 ("Exchange Act")] is or becomes the beneficial
owner (as defined in Rule 13d-3 of the Exchange Act)
directly or indirectly of (i) securities
representing 20% or more of the combined voting
power for election of directors of the then
outstanding securities of the Company or any
Successor of the Company or (ii) notified equity of
the Company representing 20% or more of the
Company's notified equity then outstanding; (b)
during any period of two consecutive years or less
individuals who at the beginning of such period
constituted the Board cease, for any reason, to
constitute at least a majority of the Board or any
company into which the Company may have merged,
unless the election or nomination for election of
each new director was approved by a vote of at least
two-thirds of the directors then still in office who
were directors at the beginning of the period; (c)
there shall have occurred (i) any liquidation of the
Company not in the form of a merger into a
corporation other than a parent corporation of the
Company or  (ii) any sale or other disposition of
assets representing 50% or more of the book value of
the Company at the time of the transaction or
generating 50% or more of the Company's Net Profits
over the three years proceeding the transaction; (d)
the Company is a party to any merger as a result of
which the persons who were either shareholders or
owners of the notified equity of the Company
immediately prior to the effective date of the
merger shall have beneficial ownership of less than
60% of the combined voting power for election of
directors of the surviving corporation following the
effective date of such merger; or (e) the Board
determines that a Change in Control has occurred.

     "Code" means the Internal Revenue Code of 1986,
as amended.

     "Committee" means the committee appointed in
accordance with Section 7.1.  The term is interchangeable
with "Plan Administrator."

      "Company" means Gold Kist Inc., a Georgia corporation,
or any successor by merger, purchase or otherwise with
respect to its employees.

     "Company Contributions" mean those contributions made
by the Company under Section 3.1

     "Distribution" means payment by the Trustee
to or for the benefit of a Participant,
Beneficiary or other person entitled to benefits
as provided in this Plan

       "Earnings" has the same definition as Base Pay but
includes bonus amounts paid by the Company to the Employee
while he is a Member during the Plan Year.  In no event will
Earnings be more for a Plan Year than the 401(a)(17) limit for
that year.  For 2000, the 401(a)(17) limit is $170,000.

      "Effective Date" means January 1, 2000.

      "Employee" means a person in the employ of the Company
or an Affiliated Company. The term "Employee" shall exclude
any person who is (i) a leased employee, (ii) a member of a
bargaining unit, or (iii) a foreign national or citizen of a
territorial possession of the United States of America whose
employment relationship or contract of employment originates
at, and whose services are performed solely for and at a
branch facility of the Company outside the United States.
The term `leased employee' shall mean any person (other than
an Employee of the Company or an Affiliated Company) who
pursuant to an agreement between the Company or an Affiliated
Company and any other person (`leasing organization') has
performed services for the Company or an Affiliated Company.

     "Employer" means the Company or any Affiliated Sponsor
which adopts this Plan for the Benefit of its Employees.

     "Employment Commencement Date" means the date on which
an Employee first performs an Hour of Service for an
Employer.

     "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended.

     "Five Year Break in Service" means a period of five
consecutive One-Year Periods of Severance.

     "Fund" or "Investment Fund" means any of the
separate funds in which contributions to the Plan are
invested in accordance with Article IV.

     "Hour of Service" means:

     (a)  Each hour for which an Employee is paid, or entitled to
payment, for the performance of duties for an Employer.
     (b)  Each hour for which an Employee is paid, or entitled to
payment, by an Employer, on account of a period of time during
which no duties are performed (irrespective of whether the
employment relationship is terminated) due to vacation,
holiday, illness, incapacity, layoff, jury duty, military
duty, or leave of absence; provided that in no event, shall an
Employee receive credit for more than 501 Hours of Service for
any single continuous period of non-working time.
     (c)  Each hour for which an Employee is absent from work by
reason of: (i) the pregnancy of the Employee, (ii) birth of a
child of the Employee, (iii) placement of a child with the
Employee in connection with the adoption of the child by the
Employee, or (iv) caring for a child referred to in paragraphs
(i) through (iii) immediately following birth or placement.
Hours credited under this paragraph shall be credited at the
rate of 8 hours per day, but shall not, in the aggregate,
exceed the number of hours required to prevent the Employee
from incurring a One-Year Break in Service (a maximum of 501
hours) during the first computation period in which a One-Year
Break in Service would otherwise occur, provided, however,
that this rule shall apply only during the Plan Year in which
the absence from work begins and the immediately following
Plan Year.  This paragraph (c) shall apply only to
Participants who begin their absence from work for a reason
specified in this paragraph (c) on or after the Effective
Date.
     (d)  Each hour for which back pay, irrespective of mitigation
of damages, is either awarded or agreed to by an Employer.
These hours shall be credited to the Employee for the
computation period or period to which the award or agreement
pertains, rather than the computation period in which the
award, agreement, or payment is made.
     (e)  In lieu of the foregoing, an Employee who is not
compensated on an hourly basis (such as salary, commission or
piecework employees) shall be credited with 45 Hours of
Service for each week (or 10 Hours of Service for each day) in
which such Employee would be credited with Hours of Service in
hourly pay.  However, this method of computing Hours of
Service may not be used for any Employee whose Hours of
Service is required to be counted and recorded by any federal
law, such as the Fair Labor Standards Act.  Any such method
must yield an equivalency of at least 1,000 hours per
computation period.

The following rules shall apply in determining whether an
Employee completes an "Hour of Service":

    (1)  The same hours shall not be credited under subparagraphs
(a), (b) or (c) above, as the case may be, and subparagraph
(d) above, nor shall the same hours credited under
subparagraphs (a) through (d) above be credited under
subparagraph (e) above.
    (2)  The rules relating to determining hours of service for
reasons other than the performance of duties and for crediting
hours of service to particular periods of employment shall be
those rules stated in Department of Labor regulations Title
29, Chapter XXV, subchapter C, part 2530, Sections 200b-2(b)
and 200b-2(c), respectively.

     "Investment Fund" means the separate funds under the
Trust Fund which are distinguished by their investment
objectives.

     "Investing Institution" means a Trustee, or mutual
fund or investment manager, which is designated by the
Committee or by Trust Agreement.

     "Member" means any Employee who has met the eligibility
 requirements of Section 2.1.

     "Named Fiduciary" means the Board of Directors, the
Committee, and the Trustee.

     "Net Profits" means the pre-tax margin of the
Employer as shown on the Employer's financial statement
for the prior fiscal year.

     "One-Year Break in Service" means any Plan Year in which
an Employee accrues 500 or fewer Hours of Service.

     "One-Year Period of Severance" means a 12-consecutive
month period beginning on the Employee's Severance from
Service and ending on the first anniversary of such date,
provided that the Employee does not perform an Hour of Service
for an Employer during such 12-consecutive month period.

     "Period of Severance" means the period that begins on
the Employee's Severance from Service and ends on the
Employee's Reemployment Commencement Date.

     "Plan" means the Enhanced Defined Contribution Plan of
Gold Kist Inc., as described herein.

     "Plan Administrator" or "Administrator" means the
Committee appointed by the Board pursuant Article VII to
administer the Plan.  All references in the Plan to the
Administrator shall be deemed to apply to the Committee and
vice versa.  The Committee so appointed is hereby
designated as the "Administrator" of the Plan within the
meaning of Section 3(16) of ERISA.

     "Plan Year" means the 12-month period beginning on
January 1 and ending on the following December 31.

     "Reemployment Commencement Date" means the date on
which an Employee first performs an Hour of Service for an
Employer following a Period of Serverance.

     "Retirement" means Severance from Service after
attaining age 55.

     "Service" means the active service of an Employee with
the Employer.

     "Severance from Service" means the earliest to occur
of the following events: (i) voluntary resignation (quit)
from Service with Employer; (ii) discharge from Service
with the Employer; (iii) Retirement; (iv) death; (v) Total
and Permanent Disability; (vi) the first anniversary of the
first date of a period during which an Employee is absent
from Service with or without pay for any reason not
described above (e.g., vacation, holiday, sickness, leave
of absence, or layoff); or (vii) the second anniversary of
the first date of a period during which an Employee is
absent from Service with or without pay by reason of: (A)
the pregnancy of the Employee, (B) birth of a child of the
Employee, (C) placement of a child with the Employee in
connection with the adoption of the child by the Employee
or (D) caring for a child referred to in sub-clauses (A)
through (C) immediately following such birth or placement.

     "Spouse" means the person who was married to the
Member (as recognized under the laws of the state where the
marriage was contracted) on the date on which payments to
the Member from the Plan begin or, if the Member dies,
Spouse shall mean the person who is married to a Member (as
described above) throughout the one-year period preceding
the date of the Member's death.

     "Total and Permanent Disability" means Participant's
physical or mental condition resulting from bodily injury,
disease, or mental disorder, which entitles the Participant
to Social Security benefits.

     "Treasury Regulations" means regulations pertaining to
certain sections of the Code as issued by the Secretary of
the Treasury.

     "Trust Agreement" means the agreement entered into
between the Company and the Trustee to fund benefits under
the Plan.

     "Trust Fund" means the cash and other properties
arising from contributions made by the Company in
accordance with the provisions of this Plan and held and
administered by the Trustee pursuant to the Trust
Agreement.

     "Trustee" means any bank or trust company designated
by the Board of Directors under a trust agreement to
receive Company Contributions made in accordance with
Section 3.1.

     "Valuation Date" means each business day of the Plan
Year for which plan assets are traded on a national
exchange, or such other day as selected by the Committee.

     "Vesting Service" means:

     (a)  Prior to January 1, 2000, an Employee shall receive
credit for a year of Vesting Service for each year of Vesting
Service that he was credited with under the terms of the Gold
Kist Profit Sharing and Investment Plan.
     (b)  As of the Effective Date, an Employee shall earn a year
of Vesting Service for each year during which the Employee
completes 12 months of Service between his Employment
Commencement Date or Reemployment Commencement Date and his
Severance from Service Date.  An Employee shall also receive
credit towards a year of Vesting Service for any Period of
Severance that is less than 12 consecutive months.  However,
in no event shall more than a One-Year Period of Severance be
taken into account as Vesting Service.  Separate periods of
Service and fractional years of Service shall be aggregated on
the basis of days, so that an Employee earns a year of Vesting
Service as of the date the Employee completes 365 days of
Service.
     (c)  If an Employee is absent from Service with or without pay
for any reason other than quit, discharge or Retirement (e.g.,
vacation, holiday, sickness (including periods of time during
which the Employee is receiving worker's compensation
benefits), leave of absence, or layoff) and if within 12
months following the first date of such absence, the Employee
quits, is discharged, or Retires and subsequently performs an
Hour of Service within 12 months of the first date on which
the Employee's absence began, the Employee's Vesting Service
will include the entire period beginning with the date of his
initial absence and ending with the Employee's Reemployment
Commencement Date.
     (d)  In an Employee incurs a One-Year Period of Severance,
Service before the One-Year Period of Severance is not taken
into account as Vesting Service until the Employee has
completed a year of Vesting Service following his Reemployment
Commencement Date.
     (e)  If a Participant who is not fully vested in his Account
incurs a Five-Year Break in Service and is subsequently re-
employed, Service prior to the Five-Year Break in Service will
not be taken into account as Vesting Service.
     (f)  Vesting Service shall include periods of Service during
which an Employee was employed by an Employer and compensated
other than on a salaried basis.
     (g)  Notwithstanding anything to the contrary contained
herein, an Employee's Service with an Affiliate shall be
considered Service with the Employer for purposes of
determining Vesting Service.


                          ARTICLE II

            Eligibility and Beneficiary Designation

     2.1 Eligibility - Each Employee of the Company who has
an annual Base Pay rate of $77,000 per year or more as of
December 31, 1999 shall be eligible to participate in this
Plan effective January 1, 2000.  Once an Employee becomes a
Member, he or she will remain a Member thereafter regardless
of his or her Base Pay in the future.  Similarly, an Employee
who is not a Member but who in a subsequent year earns Base
Pay of $77,000 or more will not participate in this Plan.
Members who have a Severance of Service and are subsequently
rehired will become eligible immediately upon their
Reemployment Commencement Date.

     2.2 Beneficiary Designation - Subject to the rules
set forth below with respect to married Members, each
Member has the right to name a Beneficiary to receive any
death benefits payable hereunder. Each Member also has the
right, from time to time, to change any designation of
Beneficiary. A designation or change of Beneficiary must
be in writing on forms supplied by the Committee and any
change of Beneficiary will not become effective until such
change of Beneficiary is filed with the Committee or its
designee whether or not the Member is alive at the time of
such filing; provided, however, that any such change will
not be effective with respect to any payments made by the
Trustee in accordance with the Member's last designation
and prior to the time such change was received by the
Committee or its designee. In the case of any Member who
is married on the date of his death, the Member's Spouse
as of his date of death shall be his Beneficiary unless
such Spouse shall have consented to a different
Beneficiary on prescribed forms and before either a notary
public or an individual designated by the Committee. Such
Spousal consent must acknowledge the effect of the
Beneficiary designation. In the absence of an effective
Beneficiary designation or if a named Beneficiary shall
have died and no contingent Beneficiary shall have been
properly designated, the first of the following classes of
successive preference beneficiaries shall be the
Beneficiary:

     (a) the Member's surviving Spouse;

     (b) the Member's surviving children;

     (c) the estate of the Member.

Any individual who is designated as an alternate payee under
a "qualified domestic relations order" (as defined in Code
Section 414(p)) relating to a Member's Account under this
Plan shall be treated as a Beneficiary hereunder, to the
extent provided by such order. The Committee may require and
rely upon such proof of death and such evidence of the right
of any Beneficiary or other person to receive the
undistributed value of a deceased Member's Account as the
Committee may deem proper, and its determination of death and
of the right of such Beneficiary or other person to receive
payment shall be conclusive.

                          ARTICLE III

                     Company Contributions

     3.1 Company Contributions - The Company may contribute
to the Plan the amounts necessary to make the following
allocations.

     (a) Allocations - Company Contributions shall be
allocated at least quarterly (i.e., by March 31, June 30,
September 30, and December 31) to the Accounts of Members
who are employed during that quarter in accordance with the
following schedule:

     (1)  Primary Contribution - Each Member will receive a
contribution each Plan Year quarter equal to 6.38% of his or
her Earnings during that quarter.  The maximum Primary
Contribution that a Member can receive during a Plan Year
will be $10,200.

     (2)  Supplemental Contribution - Each Member will receive
a Supplemental Contribution each Plan Year quarter equal to
either 25% or 50% of the Primary Contribution attributable to
such Plan Year quarter.  The Supplemental Contribution
percentage changes at the beginning of each fiscal year (July
1-June 30) and is based on the Company's Net Profits for the
prior fiscal year as follows:

(i)  If the Company's Net Profits are less than $20 million as
     of the end of a fiscal year (July 1-June 30), the Supplemental
     Contribution percentage for the subsequent fiscal year shall
     be 25%.

(ii) If the Company's Net Profits are $20 million or more as
     of the end of a fiscal year (July 1-June 30), the Supplemental
     Contribution percentage for the subsequent fiscal year shall
     be 50%.

"Net Profits" means the pre-tax margin of the Company as shown
on the Company's financial statement for the fiscal year.
"Company" here includes operating subsidiaries of Gold Kist
that contribute to the Net Profit figure.

     (b) Allocation and Payment to Trust - Company
Contributions for a Plan Year shall be allocated to the
Members' Accounts on or before the last day of the Plan Year
quarter for which such contributions are made. Company
Contributions for any Plan Year shall be paid to the
Investing Institution not later than the date, which is
prescribed by law for filing the Company's income tax
return, including any extension thereof.

     (c) Additional Company Contributions or Reallocations
Permitted to Correct Administrative Error - If, with respect
to a Plan Year, an administrative error results in a
Member's Account not being properly credited with the amount
of Company Contributions, or earnings on such contributions,
corrective Company Contributions or Account reallocations
may be made in accordance with this subsection. Solely for
the purpose of placing any affected Member's Account in the
position that it would have been in if no error had been
made:

     (1) The Company may make additional contributions to
such Member's Account; or

     (2) The Committee may reallocate existing Company
Contributions made under Section 3.1 among the Accounts of
affected Members.

     3.2 Return of Contributions - All Company Contributions
are conditioned on their being allowed as a deduction for
federal income tax purposes and are also expressly
conditioned on the initial qualification of the Plan under
Code Section 401(a) as determined by the Internal Revenue
Service. Notwithstanding any provision of the Plan to the
contrary, Company Contributions made to the Plan may be
returned to the Company if:

     (a) the contribution is made by reason
of mistake of fact; or

     (b) the contribution is conditioned on its
deductibility under Code Section 404 and such deductibility
is denied; provided such return of contribution is made
within one year of the mistaken payment of the contribution
or the disallowance of the deduction, as the case may be. A
contribution shall be considered to be made by reason of a
mistake of fact if, for example, it is based on incorrect
information as to eligibility or compensation of an Employee,
a mathematical error or an erroneous belief that such
contribution is consistent with the limitations of Section
11.1.  Also see Section 9.7 regarding return of contributions
if the Plan is not initially determined to be qualified by
the Internal Revenue Service. So much of the contribution as
is attributable to the mistake of fact shall be repaid by the
Trustee upon demand by the Company upon presentation of
evidence of the mistake of fact and calculation as to the
impact of the mistake.

     3.3 Vesting of Member's Account and Forfeitures - A
Member shall have a vested and nonforfeitable interest in his
Account upon (a) his completion of five (5) years of Vesting
Service or (b) the occurrence of a Change in Control while
the Member is employed.  If upon a Member's Severance from
Service such Member has a forfeitable interest in his
Account, the amount in such Member's Account shall be
forfeited. If a former Member resumes employment with the
Company or an Affiliated Company within five years of his
Severance of Service, the amount forfeited shall be restored
(without earnings) to his Account.

       Amounts forfeited under this Section shall be used,
not later than as of the last day of the Plan Year in which
the forfeiture occurs, to reduce future Company
Contributions, to defray administrative expenses of the
Plan, and to restore Members' Accounts in accordance with
the preceding paragraph of this Section.


                          ARTICLE IV

                  Investment of Contributions

     4.1 Investment Funds and Elections  -

     (a)  Election of Investment Funds

     (1)  Each Member shall direct, following such procedures
as may be specified by the Committee, to have his Account
(and/or the respective sub-accounts) allocated or reallocated
as appropriate among the various Investment Funds, which are
made available under the Plan from time to time, in increments
of 1%; provided that such increments shall always total 100%.

     (2)  An investment directive shall be effective as soon
as is administratively feasible following the date the
investment directive is delivered to the Committee or its
designee, pursuant to the rules established by the Committee
concerning the timing of such investment directive which are
applied in a consistent and nondiscriminatory manner.

     (b)  Initial Investment Directions  A Member's initial
investment election shall allocate his entire Account,
together with all subsequent contributions to the Member's
Account, among the Investment Funds for so long as the
election remains in effect.

     (c)  Subsequent Investment Elections

     (1)  Any investment directive shall remain in effect until
changed by a new directive.

     (2)  New elections shall be made in the same manner set forth
in Section 4.1(a).
     (3)  A Member may (i) re-allocate the Member's existing
Account among Investment Funds, (ii) modify the allocation of
future contributions among Investment Funds or (iii) a
combination of (I) and (ii) above.

     (c)  Investment Options - It is the Company's intent that this
Plan complies with the requirements of Section 404(c) of the
ERISA.  In accordance with the foregoing, the Committee shall
select such Investment Funds as are deemed appropriate and
shall notify affected Members of such Investment Funds.  The
Committee may modify, eliminate or select new Investment Funds
from time to time and shall notify affected Members of such
changes and solicit new investment elections, if appropriate.

     (d)  Failure to Make Investment Elections - If a Member fails
to make an investment election by the deadline established by
the Committee for such purpose, the Member shall be deemed to
have elected that his Account be invested in the Investment
Fund that in the sole discretion of the Committee best
preserves principal.

     (e)  Other Rules - All Trust transactions reflecting
investment elections among the various Investment Funds will
occur as of the date upon which the elections are to take
effect and the values of the various funds shall be determined
as of such dates.

     7.3  Errors and Omissions - Where an error or omission is
  discovered in any Member's Account, the Committee shall make
  appropriate corrective adjustments as of the end of the Plan
  Year in which the error or omission is discovered.


                           ARTICLE V

                         Distributions

    5.1 Distributions on Termination of Employment
Other than By Reason of a Member's Death -

     (a) A Member who has a Severance from Service prior to
the date such Member has a nonforfeitable interest in his
Account in accordance with Section 3.3 shall not be
entitled to any benefits under the Plan, and instead shall
be deemed to have received a distribution of zero dollars
upon his Severance from Service; provided that if such
Member is reemployed by the Company or an Affiliated
Company within five years of his or her Severance from
Service, such Member shall be deemed to have repaid such
zero dollar distribution.

     (b) Subject to Section 5.4, if a Member who has
attained age 55 has a Severance from Service for any reason
other than death, he may elect (in the manner specified by
the Committee) at any time following his Severance from
Service  to receive a single sum cash payment of the
nonforfeitable portion of his Account as soon as
practicable following the Committee's receipt of the
Member's election.

     (c) Subject to Section 5.4, if a Member who has not
attained age 55  has a Severance from Service for any reason
other than death, he must wait until he attains age 55 to
receive his benefit.  After attaining age 55 he may then
elect to receive a single sum cash payment of the
nonforfeitable portion of his Account as soon as practicable
following the Committee's receipt of the election.

     (d) If a Member is eligible to receive a distribution
in accordance with subsection (b) or (c) above, he may
request in the manner prescribed by the Committee to have
such distribution paid directly to him or paid as a "direct
rollover distribution" (as defined in Code Section 402(c)
and the regulations and other guidance issued thereunder).

     (e) The amount of such distribution shall be determined
as of the Valuation Date immediately preceding the date the
Account is distributed.

     (f) The Committee or its designee shall notify each
Member, at such time and in such manner as required by
Sections 402(f) and 411(a)(11) of the Code and the
regulations and other guidance issued thereunder, of his
right to make a "direct rollover distribution," in
accordance with Section 5.5 below, and his right to receive
a distribution of his Account under this Section
5.1.

    (g) Distribution of a Member's Account under the Plan
may occur prior to 30 days after the Committee or its
designee provides such notice, provided:

     (1) the Member is informed that he has a right to a
period of at least 30 days after receiving the notice to
consider the decision of whether to make a direct rollover
distribution and whether to receive an immediate distribution;
and

     (2) the Member, after receiving the notice, requests to
receive an immediate distribution in the manner prescribed
by the Committee.

     5.2 Distribution Upon a  Member's Death -

     (a) In the event a Member dies prior to his receipt of a
distribution under Section 5.1 the vested balance of his
Account shall be paid in a single sum cash payment to the
Member's Beneficiary as soon as practicable following receipt
of proper payment instructions by the Trustee from the
Committee. The amount of such distribution shall be
determined in accordance with Section 5.1 (e). The Committee
shall provide the Trustee payment instructions as soon as
practicable after the Member's death or notification of the
Member's death, if later.  If distribution has commenced
before the participant's death, the remaining interest will
be distributed at least as rapidly as under the method of
distribution being used as of the date of the participant's
death.  Distributions from the plan will be made in
accordance with the requirements of the regulations under
section 401(a)(9), including the minimum distribution
incidental benefit requirements of section 1.401(a)(9)-2 of
the proposed regulations.

     (b) Notwithstanding the foregoing,
if the Member's Beneficiary is the Member's Spouse, such
Beneficiary may elect to defer receipt of the single sum
payment beyond the date on which it normally would become
payable, but in no event later than December 31 of the
calendar year in which the Member would have attained age
70.5.

     (c) In no event may a Beneficiary elect to receive a
payment of a Member's Account in any form of payment other
than a single sum payment. Further, if a Spousal Beneficiary
defers distribution of any amounts from the Plan, then prior
to the distribution of such Account, the Beneficiary may not
obtain any partial distributions. However, such Beneficiary
may continue to invest amounts in the Member's Account in
accordance with Article IV.

     5.3 Lost Members or Beneficiaries - If a Member or
Beneficiary cannot be located by reasonable efforts of
the Committee within a reasonable period of time after
the latest date such benefits are otherwise payable under
the Plan, the amount in such Member's Account shall be
forfeited and used to reduce future Company
Contributions, defray administrative expenses of the
Plan, and restore Members' Accounts in accordance with
this section; provided, however, that such forfeited
amount shall be restored (without earnings) if, at any
time, the Member or Beneficiary who was entitled to
receive such benefit when it first became payable shall,
after furnishing proof of his identity and right to make
such claim to the Committee, file a written request for
such benefit with the Committee.

     5.4 Required Distributions -

   (a) Notwithstanding anything to the contrary in this
Plan payments under the Plan to a Member shall begin not
later than the 60th day after the latest of the close of
the Plan Year in which:
       (1) the Member attains age 55;

       (2) occurs the fifth anniversary of the year in which
the Member commences participation in the Plan; or

       (3) the Member has a Severance from Service.

   (b) Payment of benefits to any Member who is a 5% owner as defined in Code
Section 416 shall be paid in the form of a lump sum payment not later than
the April 1 following the Calendar year in which such Member attains age 70.5

   (c) If upon a Member's Severance from Service, he or she has a
nonforfeitable interest in his Account that is less than $5,000, he
or she will receive a mandatory distribution of his Account balance
within 60 days after the end of the Plan Year coincident with or
immediately following his or her termination.

     5.5 Direct Rollover Distributions - At the request of a
Member, a surviving Spouse of a Member, or a Spouse or
former Spouse of a Member that is an alternate payee under
a qualified domestic relations order under Section 10.5
(referred to as the "distributes") and upon receipt of the
direction of the Committee or its designee, the Trustee
shall effectuate a direct rollover distribution of the
amount requested by the distributes, in accordance with
Code Section 401(a)(31), to an eligible retirement plan (as
defined in Code Section 402(c)(8)(B)). Such amount may
constitute all or any whole percent of any distribution
from the Plan otherwise to be made to the distributes,
provided that such distribution constitutes an "eligible
rollover distribution" as defined in Code Section 402(c)
Code and the regulations and other guidance issued
thereunder. All direct rollover distributions shall be made
in accordance with the following subsections (a) through
(d):

     (a) A direct rollover distribution may only be made to
one eligible retirement plan; a distributee may not elect
to have a direct rollover distribution apportioned between
or among more than one eligible retirement plan.

     (b) Direct rollover distributions shall be made in cash
to the Trustee of the eligible retirement plan, in accordance
with procedures established by the Committee.

     (c) No direct rollover distribution shall be made
unless the distributed furnishes the Committee with such
information as the Committee shall require and deems to be
sufficient.

     (d) Direct rollover distributions shall be treated as
all other distributions under the Plan and shall not be
treated as a direct trustee-to-trustee transfer of assets
and liabilities.

     5.6 Payments to Minors and Incompetents - If a Member
or Beneficiary entitled to receive any benefits hereunder
is a minor or is deemed by the Committee or is adjudged to
be legally incapable of giving valid receipt and discharge
for such benefits, they will be paid to such persons as the
Committee might designate or to the duly appointed
guardian. Any such payment shall be a complete discharge of
the liability of the Plan and the Trust therefor.


                          ARTICLE VI

                      Management of Funds

     6.1 General Responsibilities - All the funds of the
Plan shall be held by a Trustee or Trustees appointed from
time to time by the Board of Directors, in one or more
trusts under a trust instrument or instruments approved or
authorized by the Board of Directors for use in providing
the benefits of the Plan; provided that no part of the
corpus or income of the Trust Fund shall be used for, or
diverted to, purposes other than for the exclusive benefit
of Members and their Beneficiaries.

     6.2 Funding Agreements -

     (a) All the funds of the Plan shall be held by one or
more Investing Institutions appointed from time to time by
the Company. The Company shall have no liability for the
investment of the funds paid over to the Investing
Institution.

     (b) The Company retains the right to act on behalf of
all persons having an interest in any Trust Fund and to
enter into additional Trust Agreements.


                          ARTICLE VII

                  Administration of the Plan


      7.1  Named Fiduciaries  - The following parties are
 named as Fiduciaries of the Plan and shall have the
 authority to control and manage the operation and
 administration of the Plan:

     (i)    The Company;
     (ii)   The Board;
     (iii)  The Pension Committee; and
     (iv)   The Administrative Committee.

The Fiduciaries named above shall have only the powers and
duties expressly allocated to them in the Plan and in the
Trust Agreement and shall have no other powers and duties in
respect of the Plan; provided, however, that if a power or
responsibility is not expressly allocated to a specific named
fiduciary, the power or responsibility shall be that of the
Company.  No Fiduciary shall have any liability for, or
responsibility to inquire into, the acts and omissions of any
other Fiduciary in the exercise of powers or the discharge of
responsibilities assigned to such other Fiduciary under this
Plan or the Trust Agreement.

      7.2  Board of Directors -

(a)  The Board shall have the following powers and duties with
   respect to the Plan:

          (1)  to appoint and remove the Trustee and the members of the
               Committee as provided herein, and
          (2)  to amend any or all of the provisions of the Plan and to
               terminate the Plan in whole or in part pursuant to the
               procedures provided hereunder.

(a)  The Board shall have no other responsibilities with
respect to the Plan.


     7.3   Trustee -

The Trustee shall exercise all of the powers and duties
assigned to the Trustee as set forth in the Trust Agreement.
The Trustee shall have no other responsibilities with respect
to the Plan.


     7.4     Administrative Committee and Pension Committee -

     (a)  Membership of the Administrative Committee and Pension
Committee


The Pension Committee shall consist of one or more
individuals who shall be appointed by and serve at the
pleasure of the Board.  The Administrative Committee shall
consist of one or more individuals who shall be appointed by
and serve at the pleasure of the Pension Committee.  Any
Member, officer, or director of the Employer shall be
eligible to be appointed a member of either the
Administrative Committee or Pension Committee and all members
shall serve as such without compensation.  Upon Severance
from Service with the Employer or upon ceasing to be an
officer or director, if not an employee, he shall no longer
be eligible to serve on the Administrative Committee or the
Pension Committee.  The Board (with respect to the Pension
Committee) and the Pension Committee (with respect to the
Administrative Committee) shall have the right to remove any
member of the Committee over which it has jurisdiction at any
time, with or without cause.  A member may resign at any time
by written notice to the appropriate committee and to the
Board (with respect to the Pension Committee) and to the
Pension Committee (with respect to the Administrative
Committee).  If a vacancy in either the Administrative
Committee or Pension Committee should occur, a successor
shall be appointed by the Board (with respect to the Pension
Committee) or the Pension Committee (with respect to the
Administrative Committee).  The Administrative Committee and
Pension Committee shall by written notice keep the Trustee
notified of current membership of both the Administrative
Committee and Pension Committee, their officers and agents.
The Administrative Committee and Pension Committee shall
furnish the Trustee a certified signature card for each
member of the Administrative Committee and Pension Committee
and for all purposes hereunder the Trustee shall be
conclusively entitled to rely upon such certified signatures.

     (a)  Governance of Administrative Committee and Pension
Committee

The Board shall appoint a Chairman and a Secretary from among
the members of the Pension Committee and the Pension
Committee shall appoint a Chairman and Secretary from among
the members of the Administrative Committee.  All
resolutions, determinations and other actions shall be by a
majority vote of its members.  The Administrative Committee
and Pension Committee may appoint such agents, who need not
be members of either committee, as it deems necessary for the
effective performance of their duties, and may delegate to
such agents such powers and duties whether ministerial or
discretionary, as the appropriate committee deems expedient
or appropriate.  The compensation of such agents shall be
fixed by the appropriate committee; provided, however, that
in no event shall compensation be paid if such payment
violates the provisions of Section 408 of the ERISA and is
not exempted from such prohibitions by Section 408 of the
ERISA.

     (b)  Duties of Administrative Committee

The Administrative Committee shall have complete control of
the administration of the Plan (except for those duties
delegated to the Pension Committee) with all powers
necessary to enable it to properly carry out the provisions
of the Plan.  In addition to all implied powers and
responsibilities necessary to carry out the objectives of
the Plan and to comply with the requirements of the ERISA,
the Administrative Committee shall have the following
specific powers and responsibilities:

          (1)  To construe the Plan and Trust Agreement and to determine
               all questions arising in the administration, interpretation
               and operation of the Plan;
          (2)  To decide all questions relating to the eligibility of
               Employees to participate in the benefits of the Plan and Trust
               Agreement;
          (3)  To determine the benefits of the Plan to which any
               Member, Beneficiary or other person may be entitled;
          (4)  To keep records of all acts and determinations of the
               Committee, and to keep all such records books of accounts,
               data and other documents as may be necessary for the proper
               administration of the Plan;
          (5)  To prepare and distribute to all Plan Members and
               Beneficiaries information concerning the Plan and their rights
               under the Plan, including, but not limited to, all information
               which is required to be distributed by the ERISA, the
               regulations thereunder, or by any other applicable law;
          (6)  To file with the Secretary of Labor such reports and
               additional documents as may be required by the ERISA and
               regulations issued thereunder, including, but not limited to,
               summary plan descriptions, modifications and changes, annual
               reports, terminal reports and supplementary reports;
          (7)  To file with the Secretary of the Treasury all reports
               and information required to be filed by the Code, the ERISA
               and regulations issued under each; and
          (8)  To do all things necessary to operate and administer the
               Plan in accordance with its provisions and in compliance with
               applicable provisions of federal law.

     (a)  Duties of Pension Committee

The Pension Committee shall have complete control over the
selection and retention of investment alternatives available
under the Plan with all powers necessary to enable it to
properly carry out the provisions of the Plan.  The Pension
Committee may utilize the services of an investment manager
to select investment alternatives (in which case the Pension
Committee shall have complete control over the selection and
retention of such investment manager).  Furthermore, the
Pension Committee may structure the investment alternatives
and investment provisions in a manner that satisfies the
requirements of ERISA Section 404(c).

     (e)  Assistance by Employer

To enable the Administrative Committee and Pension Committee
to perform their functions, the Employer shall supply full
and timely information required by either committee.  For
example, the Employer shall provide the Administrative
Committee with all matters relating to the compensation and
length of service of all Members, their Retirement, death or
other cause of Severance from Service, and such other
pertinent facts as the Administrative Committee may require.
The Administrative Committee shall advise the Trustee of
such fats and issue to the Trustee such instructions as may
be required by the Trustee in the administration of the
Plan.  The Administrative Committee, Pension Committee and
the Employer shall be entitled to rely upon all certificates
and reports made by a Certified Public Accountant selected
or approved by the Employer.  The Administrative Committee,
Pension Committee, the Employer and its officers and the
Trustee, shall be fully protected in respect of any action
suffered by them in good faith in reliance upon the advice
or opinion of any accountant or attorney, and all action so
taken or suffered shall be conclusive upon each of them and
upon all other persons interested in the Plan.

     7.5    Standard of Fiduciary Duty - Any Fiduciary, or
any person designated by a Fiduciary to carry out fiduciary
responsibilities with respect tot he Plan, shall discharge
his duties solely in the interests of the Members and
Beneficiaries for the exclusive purpose of providing them
with the benefits an defraying the reasonable expenses of
administering the Plan.  Any Fiduciary shall discharge its
duties with the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent man acting
in a like capacity and familiar with such matter would use
in the conduct of an enterprise of a like character and with
like aims.  Any Fiduciary shall discharge its duties in
accordance with the documents and instructions governing the
Plan insofar as such documents and instructions are
consistent with the provisions of the ERISA.
Notwithstanding any other provisions of the Plan, no
Fiduciary shall be authorized to engage in any transaction
which is prohibited by Sections 408 and 2003(a) of the ERISA
or Section 4975 of the Code in performance of its duties
hereunder.

     7.6  Claims Procedure - Any Member, former Member,
Beneficiary, or Spouse or authorized representative thereof
(hereinafter referred to as "Claimant"), may file a claim
for benefits under the Plan by submitting to the Committee a
written statement describing the nature of the claim and
requesting a determination of its validity under the terms
of the Plan.  Within thirty (30) days after the date such
claim is received by the Committee, it shall issue a ruling
with respect to the claim.  If the claim is wholly or
partially denied, written notice shall be furnished to the
Claimant, which notice shall set forth in a manner calculate
to be understood by the Claimant:

(1)  The Specific reason or reasons for denial;
(2)  Specific reference to pertinent Plan provisions on which
     the denial is based;
(3)  A description of any additional material or information
     necessary for the Claimant to perfect the claim and an
     explanation of why such material or information is necessary;
     and
(4)  An explanation of the claims review procedures.

Any Claimant whose claim for benefits has been denied, may
appeal such denial by resubmitting to the Committee a written
statement requesting a further review of the decision within
sixty (60) days of the date the Claimant receives notice of
such denial.  Such statement shall set forth the reasons
supporting the claim, the reasons such claim should not have
been denied, and any other issues or comments which the
Claimant deems appropriate with respect to the claim.

If the Claimant shall request in writing, the Committee shall
make copies of the Plan documents pertinent to his claim
available for examination of the Claimant.

Within sixty (60) days after the request for further review
is received, the Committee shall review its determination of
benefits and the reasons therefor and notify the Claimant in
writing of its final decision.  Such written notice shall
include specific reasons for the decision, written in a
manner calculated to be understood by the Claimant, with
specific references to the pertinent Plan provisions on which
the decision is based.  The Committee's decision of appeal
may be reviewed by the Board, which shall have the right to
overrule the Committee.

     7.7  Indemnification of Board, Administrative Committee
     and Pension Committee Members

To the extent permitted under the ERISA, the Plan shall
indemnify the Board, the Administrative Committee and the
Pension Committee against any cost or liability which they
may incur in the course of administering the Plan and
executing the duties assigned pursuant to the Plan.  The
Employer shall indemnify the members of the Administrative
Committee, Pension Committee and the Board against any
personal liability or cost not provided for in the preceding
sentence which they may incur as a result of any act or
omission in relation to the Plan or its Members.  The
Employer may purchase fiduciary liability insurance to insure
its obligation under this Section 7.7.  Promptly after
receipt by an indemnified party under this Section 7.7 of
notice of commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against an
Employer, notify the Employer of the commencement thereof,
and the omission so to notify the Employer will relieve the
Employer from the obligation to indemnify such party.  The
Employer shall be entitled to participate at its own expense
in the defense or to assume the defense of any action brought
against the party indemnified hereunder.  In the event the
Employer elects to assume the defense of any such suit, such
defense shall be conducted by counsel chosen by it and
reasonably satisfactory to the indemnified party.  The
indemnified party shall bear the fees and expenses of any
additional counsel retained by him.


                         ARTICLE VIII

                   Amendment and Termination


   8.1 Right to Amend  - The Company intends for the Plan to
be permanent so long as the Company exists; however, it
reserves the right to modify, alter, or amend this Plan or
the Trust Agreement, from time to time, to any extent that it
may deem advisable, including, but not limited to any
amendment deemed necessary to insure the continued
qualification of the Plan under Sections 401(a) and 401(k) of
the Code or to insure compliance with the ERISA; provided,
however, that the Company shall not have the authority to
amend the Plan in any manner which will:

   (a) Permit any part of the Fund (other than such part as
is required to pay taxes and administrative expenses) to be
used for or diverted for purposes other than for the
exclusive benefit of the Members or their Beneficiaries;

   (b) Cause or permit any portion of the Fund to revert to
or become the property of the Employer;

   (c) Change the duties, liabilities, or responsibilities of
the Trustee without its prior written consent.

Any amendment by the Company shall be made by resolution duly
adopted by the Board; provided, however, that the Plan may be
amended by the Committee without further action by the Board
when such amendment is in the judgment of the Committee
necessary or desirable with respect to administrative matters
or in order to conform with the law or regulations issued by
the Internal Revenue Service provided such amendments do not
significantly increase the cost of the Plan to the Employer
or adversely affect Members to a significant extent.

   8.2 Termination and Discontinuance of Contributions - The
Company shall have the right at any time to terminate this
Plan or to discontinue permanently its contributions
hereunder (hereinafter referred to as "Plan Termination").
Upon Plan Termination or partial termination, the Account of
each affected Member shall become fully vested and the
Committee shall direct the Trustee with reference to the
disposition of the Fund, after payment of any expenses
properly chargeable against the Fund.  The Trustee shall
distribute all amounts held in Trust to the Members and
others entitled to Distributions in proportion to the
Accounts of such Members and other Distributees as of the
date of such Plan Termination.  The termination of
sponsorship of the Plan by any Affiliated Sponsor shall to
affect the sponsorship of the Plan by the Company or any
other Affiliated Sponsor.

    8.3 IRS Approval of Termination - The Trustee shall not
be required to make any Distribution from this Plan in the
event of complete or partial Plan Termination until the
Internal Revenue Service has issued a favorable determination
with respect to the Plan's termination.


                          ARTICLE IX

                      General Provisions

     9.1 Expenses - All costs and expenses in administering
the Plan and managing the Trust Fund may be paid from the
Trust Fund and charged within the Trust Fund to the
appropriate Investment Funds to which such costs and
expenses are attributable to the extent such expenses are
not paid by the Company. Notwithstanding the foregoing,
brokerage fees, commissions, stock transfer taxes and
other charges and expenses in connection with the purchase
and sale of securities shall be paid from the Trust Fund
and charged within the Trust Fund to the Investment Fund
to which such charges and expenses are attributable.

     9.2 Source of Payment - Benefits under the Plan shall
be payable only out of the Trust Fund and the Company
shall not have any legal obligation or liability to make
any direct payment of benefits under the Plan. Neither the
Company nor the Trustee guarantees the Trust Fund against
any loss or depreciation, or guarantees the payment of any
benefit hereunder. No persons shall have any rights under
the Plan with respect to the Trust Fund, or against the
Trustee or the Company, except as specifically provided
for herein.

     9.3 No Right of Employment - Nothing contained in the
Plan shall be deemed to give any employee the right to be
retained in the service of the Company or to interfere
with the right of the Company to discharge or to retire
any employee at any time.

     9.4 Non-Alienation of Benefits - Except as
specifically provided in the Plan, no benefit payable at
any time under this Plan shall be subject in any manner to
alienation, sale, transfer, assignment, pledge, attachment
or encumbrance of any kind. Any attempt to alienate, sell,
transfer, assign, pledge, attach or otherwise encumber any
such benefit, whether presently or thereafter payable,
shall be void. Neither any benefit, nor the Trust Fund
shall, in any manner, be liable for or subject to the
debts or liability of any employee included in this Plan
or any beneficiary. If any employee included in this Plan
or any Beneficiary shall attempt to or shall alienate,
sell, transfer, assign, pledge, attach or otherwise
encumber his rights or benefits under this Plan or any
part thereof, or if by reason of bankruptcy or otherwise
the rights or benefits of any employee included in this
Plan or of any beneficiary would devolve upon anyone else
or would not be enjoyed by him, then the Committee, in its
discretion and to the extent permitted by law, may
terminate his interest in any such right or benefit and
direct the Trustee to hold or apply it for his use or
account or for the use or account of his spouse, children,
or other dependents or any of them in such manner as the
Committee may deem proper.

     9.5 Qualified Domestic Relations Orders -
Notwithstanding any provision in the Plan to the contrary,
the Committee shall take such steps as are necessary under
the Plan to comply with the terms of any applicable
"qualified domestic relations order" (as defined by Code
Section 414(p) and ERISA Section 206(d)). The Account of
any Member subject to such an order shall be adjusted to
reflect any payments made pursuant to such order. Payments
may not be made from this Plan pursuant to such an order
at any time prior to earliest retirement age, as defined
in the Code and ERISA. The Committee shall adopt such
procedures as it deems necessary and appropriate to carry
out the provisions of this Section.

     9.6 Invalidity of Provisions - If any provision of this
Plan is held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions hereof,
and this Plan shall be construed and enforced as if such
invalid or unenforceable provision had not been included.

    9.7 Failure to Initially Oualify Plan - In no event
shall any part of the corpus or the income of the Plan be
used for, or diverted to, any purpose other than the
exclusive benefit of Members, former Members and their
Beneficiaries hereunder. Notwithstanding the foregoing, in
the event that the Internal Revenue Service initially
determines that the Plan does not qualify under Code
Section 401(a), all Company Contributions made prior to
such initial determination as to the qualification of the
Plan may be returned to the Company within one year of the
denial of qualification.

    9.8 Adoption of Plan By SubsidiaryAffiliated or
Associated Company - The Board or the Chief Executive
Officer of the Company shall determine which employers
shall become Affiliated Sponsors within the terms of the
Plan.  In order for the Board or CEO to designate an
Employer as an Affiliated Sponsor, the Board or CEO must
designate in writing that the business enterprise is an
Affiliated Sponsor.  Th Board or CEO may also specify such
terms and conditions pertaining to the adoption of the Plan
by the Affiliated Sponsor as the Board or CEO deems
appropriate.  An Affiliated Sponsor is entitled to adopt
the Plan with respect to certain of its Employees, while
not adopting the Plan with respect to the remainder to its
employees.

    9.9 Mergers and Transfers - No merger or consolidation
with, or transfer of assets or liabilities to, any profit
sharing or retirement plan, shall be made unless the
benefit each Member in this Plan would receive if the Plan
were terminated immediately after such merger or
consolidation, or transfer of assets and liabilities, would
be at least as great as the benefit he would have received
had the Plan terminated immediately before such merger,
consolidation or transfer.

    9.10  Compliance with Securities Laws - Any other
provisions in this Plan to the contrary notwithstanding,
purchase or distribution of Company common stock shall be
subject to compliance with any applicable federal or state
securities laws or rules and regulations thereunder.

    9.1l  Governing Law - To the extent such laws are not
preempted by ERISA, the provisions of the Plan shall be
interpreted in accordance with the laws of the state of
Georgia.

    9.12  Trust-to-Trust Transfers - In the event of a
transfer from a qualified plan (other than a plan subject
to the requirements of Section 417 of the Code), and at the
discretion of the Committee, and pursuant to procedures
issued by the Committee, the individuals who were Members
in such other plan may be given the opportunity to elect to
have their entire interests in such plan transferred
directly on a trust-to-trust basis into this Plan.  Any
such transferred amounts shall be allocated to Accounts of
Members as determined by the Committee.

    9.13  Construction - The masculine pronoun includes the
feminine and the singular includes the plural.

    9.14  Nondiscrimination Testing  - For purposes of
satisfying the nondiscrimination requirements under Code
Section 401(a)(4), the term "highly compensated employee"
shall mean an Employee who:

     (a)  was a 5% owner, as defined in Section 416(i)(1) of the
Code, at any time during the Plan Year or the preceding Plan
Year; or

     (b)  for the preceding Plan Year performed services for the
Company or an Affiliated Company, received compensation
(within the meaning of Treasury Regulation section 1.415-
2(d)(11)(i)) in excess of $80,000 (adjusted at the same time
and in the same manner as under Section 415(d) of the Code)
and was a member of the "Top Paid Group."  "Top Paid Group"
means the top 20% of all Employees ranked on the basis of
Compensation received from the Employer during the applicable
year.  The number of Employees in the Top Paid Group shall be
determined by ignoring Employees who are no-resident aliens
and Employees who do not perform services for the Employer
during the applicable year.

For purposes of the foregoing paragraph, a Former Employee
shall be treated as a Highly Compensated Employee if (i) such
former Employee was a Highly Compensated Employee when such
former Employee separated from service, or (ii) such former
Employee was a Highly Compensated Employee at any time after
attaining age 55.

     9.15 USERRA  - Notwithstanding any provision of the Plan
to the contrary, contributions, benefits, and service credit
with respect to qualified military service will be provided
in accordance with Section 414(u)(4) of the Code, effective
for reemployment on or after December 12, 1994.



                           ARTICLE X

                   Contribution Limitations

     10.1 Annual Addition
Limitation -

    (a) Notwithstanding any provision of the Plan to the
contrary, in no event shall the Annual Addition (as
hereinafter defined) with respect to any Member in any
calendar year (which shall be the "Limitation Year") exceed
the lesser of (1) 25% of the Member's compensation (within
the meaning of Treasury Regulation section
1.415-2(d)(2)(i)) or (2) the dollar limit in effect for
such calendar year in accordance with Code Section
415(c)(1)(A).

    (b) For purposes of this Section 10.1, the term "Annual
Addition" with respect to any Member means the Company
Contributions and forfeitures made pursuant to Section 3.1
allocated to the Member's Account and amounts described in
Code Section 419A(d)(2).

    (c) If a Member is also participating in another
tax-qualified defined contribution plan maintained by the
Company or an Affiliated Company (as modified by
application of Code Section 415(h)), the otherwise
applicable limitation on Annual Additions under this Plan
shall be reduced by the amount of annual additions (within
the meaning of Code Section 415(c)(2)) under any such other
defined contribution plan.

    (d) Excess Company Contributions, as determined under
subsections (a) through (c) above, shall be used to reduce
future Company Contributions on behalf of the Member for
the next succeeding Limitation Year and succeeding
Limitation Years as necessary. If the Member is not covered
by the Plan as of the end of such succeeding year, but an
excess amount still exists, such excess amount will be held
unallocated in a suspense account. The suspense account
will be applied to reduce future contributions on behalf of
the other Members entitled to an allocation, in that
Limitation Year, and succeeding Limitation Years, if
necessary.

     10.2 Top-Heavy Provisions -

    (a) Special Top-Heavy Definitions - For purposes of
this Section 10.2, the following terms shall have the
following meanings:

    (1) "Determination Date" means, with respect to any
Plan Year, the last Valuation Date of the preceding Plan
Year.

    (2) "Key Employee" means a Member or former Member
who is a "key employee" as defined in Code Section
416(i).

    (3) "Permissive Aggregation Group" means, with respect
to a given Plan Year, this Plan and all other plans of the
Company and its Affiliated (other than those included in the
Required Aggregation Group) which, when aggregated with the
plans in the Required Aggregation Group, continue to meet the
requirement of Code Sections 401 (a)(4) and 410.

    (4) "Present Value of Accounts" means, as of a given
Determination Date, the sum of the Members' Accounts under
the Plan as of such Valuation Date. The determination of the
Present Value of Accounts shall take into consideration
distributions made to or on behalf of the Member in the Plan
Year ending on the Determination Date and the four preceding
Plan Years, but shall not take into consideration the
Accounts of any Member who has not performed any services for
the Company during the five year period ending on the
Determination Date.

    (5) "Required Aggregation Group" means with respect to a
given Plan Year, (i) this Plan, (ii) each other plan of the
Company and its Affiliated Companies in which a Key Employee
is a participant (regardless of whether the plan has
terminated within the last five (5) Plan Years), and (iii)
each other plan of the Company and its Affiliated Companies
which enables a plan described in (i) or (ii) to meet the
requirements of Code Sections 401(a)(4) and 410.

    (6) "Top-Heavy" means, with respect to the Plan
for a Plan Year:

     (i) that  the  Present  Value  of  Accounts  of  Key
         Employees  exceeds  60%  of  the  Present  Value  of
         Accounts of all Members, or

    (ii) the Plan is part of a Required Aggregation Group
         and such Required Aggregation Group is a Top-Heavy
         Group, unless the Plan or such Top-Heavy Group is
         itself part of a Permissive Aggregation Group which
         is not a Top-Heavy Group.

    (7) "Top-Heavy Group" means, with respect to a given
Plan Year, a group of Plans of the Company which, in the
aggregate, meet the requirements of the definition contained
in Code Section 416(g)(2)(B). Solely for the purpose of
determining if the Plan, or any other Plan included in a
required aggregation group of which this Plan is a part, is
Top-Heavy (within the meaning of Code Section 416(g)) the
accrued benefit of an Employee other than a key employee
(within the meaning of Code Section 416(i)(1)) shall be
determined under (1) the method, if any, that uniformly
applies for accrual purposes under all Plans maintained by
the Company, or (ii) if there is no such method, as if such
benefit accrued not more rapidly than the slowest accrual
rate permitted under the fractional accrual rate of Code
Section 411(b)(l)(C).

    (b) Special Top-Heavy Rules - Notwithstanding any other
provision of the Plan to the contrary, the following
provisions of this Section 10.2 shall automatically become
operative and shall supersede any conflicting provisions of
the Plan if, in any Plan Year, the Plan is Top-Heavy.

    (1) The minimum Company Contribution during the Plan
Year on behalf of a Member who is not a Key Employee shall be
equal to the lesser of (i) 3% of such Member's compensation
(within the meaning of Section 415 of the Code); or (ii) the
percentage of compensation at which Company Contributions are
made (or required to be made) under the Plan on behalf of the
Key Employee for whom such percentage is the highest.

    (2) Member who is not a Key Employee and whose
employment is terminated prior to the completion of two
(2) or more Years of Continuous Employment shall not be
entitled to any portion of his Account under the Plan.
A Member who is not a Key Employee and whose employment
is terminated after the completion of two (2) or more
Years of Continuous Employment shall be entitled to
receive the vested portion of his Account, determined
in accordance with the following schedule:

       Years of Continuous Service     Vested Percentage
                  2                          20%
                  3                          40%
                  4                          60%
                  5                         100%

    The vesting schedule under this subsection (b)(2) shall
apply to the portion of the Account of a Member who is a non-
Key Employee that represents contributions made by the Company
on the Member's behalf before or while the Plan is a Top-Heavy
Plan. In the event the Plan previously was a Top-Heavy Plan
but subsequently is not a Top-Heavy Plan, the vesting schedule
under this subsection (b)(2) shall be changed to the vesting
schedule provided in Section 3.3 of the Plan; provided,
however, that any non-key Employee who has completed at least
three (3) or more Years of Continuous Employment and who had
at least one Hour of Service while the Plan was a Top-Heavy
Plan, shall be entitled to elect, within a reasonable period,
which of the above two vesting schedules is applicable to his
Account.

    (4) In the event that Congress should provide by
statute, or the Treasury Department should provide by
regulation or ruling, that the limitations provided in
this Section 10.2 are no longer necessary for the Plan
to meet the requirements of Section 401 or other
applicable law then in effect, such limitations shall
become void and shall no longer apply, without the
necessity of further amendment to the Plan.


    IN WITNESS WHEREOF, the Company has caused this
Plan to be duly executed and adopted effective January
1, 2000.


                              GOLD KIST INC.

                              By: /s/ Gaylord O. Coan
                              Title: CEO

Attest: /s/ J. David Dyson
Title:  Secretary


12775

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>EXHIBIT B-10(F)(1)
<TEXT>

                      EXHIBIT B-10(f)(1)



                      OPERATING AGREEMENT

                              of

                  GOLDEN PEANUT COMPANY, LLC



     THIS  OPERATING  AGREEMENT (this "Agreement")  of  GOLDEN
PEANUT COMPANY, LLC, a Georgia limited liability company  (the
"Company"),  is made and entered into as of the  30th  day  of
March, 2000 by and among Alimenta Holdings, Inc. ("Alimenta"),
Archer-Daniels-Midland Company ("ADM"), Cargill,  Incorporated
("Cargill")  and Gold Kist Inc. ("Gold Kist")  (together,  the
"Members", and each, a "Member").



                           RECITALS

     WHEREAS,  the Members deem it important and in  the  best
interest  of  the  Company that certain  rules  regarding  the
governance,  management and operation of the  Company  be  set
forth;

     NOW,  THEREFORE, in consideration of the mutual covenants
and  conditions herein contained and other good  and  valuable
consideration, the receipt and sufficiency of which is  hereby
acknowledged, all of the Members of the Company  hereby  agree
as follows:

ORGANIZATION


          Formation.   The Company became a limited  liability
          company  under the Georgia Limited Liability Company
          Act,  O.C.G.A.  14-11-101, et seq. (the  "Act"),  by
          the  filing  of  the  Certificate  of  Election  and
          Company's   Articles   of  Organization   with   the
          Secretary   of  State  of  the  State  of   Georgia,
          effective  on  March  30, 2000, and  shall  continue
          until  terminated  pursuant  to  Section  7  or   by
          applicable law.


          Principal  Office.   The  principal  office  of  the
          Company  shall  be  maintained at  100  North  Point
          Center  East, Suite 400, Alpharetta, Georgia  30202,
          or  at such other place as may be designated by  the
          Board (as defined in Section 2.3).


          Registered  Office and Agent.  The registered  agent
          of  the  Company is James W. Dorsett and the address
          and  county of the registered office of the  Company
          is   100   North  Point  Center  East,  Suite   400,
          Alpharetta, Fulton County, Georgia 30222.


          Purposes.   The  Company has  been  formed  for  the
          limited  purposes of growing, procuring,  processing
          and  marketing peanuts and peanut products  in order
          to  achieve  economics of scale and other  desirable
          efficiencies; improving the relatively weak position
          of  the  United  States in the world peanut  market;
          conducting and sponsoring research to improve United
          States peanut production; expanding the uses of  and
          demand  for  United States peanut products;  sharing
          the risks and costs associated with such activities;
          and  conducting  other related  business  which  the
          Board  deems  necessary to effectuate  such  limited
          purposes.  No business other than that described  in
          this  Section  1.4  shall be conducted  without  the
          prior  approval  of  all of the Members.  No  Member
          shall  have the power to act for or bind  any  other
          Member   or   the  Company  except  as  specifically
          provided in this Agreement.


     Member and Company Services.


               Subject  to  approval  of  the  Board,  at  the
               request of the Company and upon agreement of  a
               Member,   such   Member  may  provide   certain
               administrative and/or financial services to the
               Company  at a mutually agreed upon compensation
               rate.  No Member shall be entitled to any other
               compensation for services to the Company and in
               no  event shall compensation under this Section
               1.5  or  provision  of  such  services  to  the
               Company be deemed additional contributions to a
               Member's  capital account.    In  the  event  a
               Member transfers its Interest or for any reason
               whatsoever  ceases to be a Member  of  Company,
               such  Member shall cooperate with and  continue
               to  provide  services  and/or  support  to  the
               Company for a reasonable time not to exceed six
               (6) months; and


               Subject  to approval of the Board, the  Company
               may  provide services or facilities to a Member
               on  terms  mutually agreed upon by the  Company
               and the Member.


               Notwithstanding  Sections  1.5(a)  and   1.5(b)
               above,  the Company and Cargill shall negotiate
               a  service  agreement relating to the  facility
               located   in  Dawson,  Georgia,  such   service
               agreement   to  be  subject  to  the  unanimous
               approval of the Board.


          Name.    The  name  of the Company shall  be  Golden
          Peanut  Company,  LLC  or  such  other  name  as  is
          designated from time to time by the Board, and  such
          name  shall  be  the property of the  Company.   All
          business of the Company shall be conducted  in  such
          name.  No Member has any interest in the property of
          the Company in its own name.


          No  State-Law Partnership.  The Members intend  that
          the Company not be a partnership (including, without
          limitation a limited partnership) or joint  venture,
          and that no Member be a partner or joint venturer of
          any  other  Member  for any purposes  other  than  a
          partner  in  the  Company for U.S.  federal,  state,
          local and other tax purposes, and this Agreement may
          not be construed to suggest otherwise.


MEMBERSHIP AND MANAGEMENT


          Membership.  The Members acknowledge their status as
          members of the Company, adopt this Agreement as  the
          operating agreement of the Company and agree  to  be
          bound  by  the  terms  and  provisions  hereof,   by
          executing  this  Agreement  where  provided  on  the
          signature  page(s)  hereto.  On  the  date  of  this
          Agreement,  each  Member's percentage  of  ownership
          interest in the Company shall be twenty-five percent
          (25%).  A Member's ownership interest in the Company
          at any particular time, together with the rights and
          obligations  of  such Member as provided  hereunder,
          shall  be  referred to hereinafter as such  Member's
          "Interest"  in the Company.  The Company  may  issue
          certificates of membership interest in  the  Company
          representing the Member's ownership interest.


          Unanimous  Membership Consent.  Notwithstanding  any
          other  provision  of this Agreement,  the  following
          Company  actions shall require the unanimous consent
          of all of the Members:


               The  sale, transfer or other disposition of all
               or  substantially  all of  the  assets  of  the
               Company;


               As   required  pursuant  to  Section  2.6,  the
               admission of any Person (as defined in  Section
               3.3)  as  a  Member  unless such  Person  is  a
               transferee of a Member permitted under  Section
               3.3 or 3.4;


               A  significant  change in the  purpose  of  the
               Company or the scope of its business;


               A  change or reorganization of the Company into
               any other form of entity;


               The merger or consolidation of the Company into
               or with another Person;


               An  amendment  to  this  Agreement  or  to  the
               Articles of Organization of the Company;


               The  liquidation  or other dissolution  of  the
               Company;


               The  withdrawal of a Member unless such  Member
               is withdrawing pursuant to Section 3;


               Approval of a transfer if unanimous consent  is
               required pursuant to Section 3.4(c);


               Mandatory  additional capital contributions  if
               unanimous  consent  is  required  pursuant   to
               Section 4.1(b);


               The retention of net income or gain pursuant to
               Section 6.1;


               A liquidating distribution of assets in kind if
               unanimous  consent  is  required  pursuant   to
               Section 7.3;


               The  execution by the Company of  an  agreement
               with the IRS pursuant to Section 8.6; and


               Any   action   requiring   unanimous    consent
               pursuant to the Act.

          In accordance with Section 14-11-305 of the Act, the
          Members  agree  that  each  Member  may  consent  or
          withhold  consent  to any of the  foregoing  actions
          even  if  such Member believes that such consent  or
          failure  to consent is not in the best interests  of
          the  Company and/or is not prudent.  No Member shall
          be  deemed  to  have  any fiduciary  duties  to  the
          Company or the other Members in connection with  its
          decision  to consent or withhold consent to  any  of
          the foregoing actions.


     Board of Directors.


               The  management of the Company shall be  vested
               in the Members and exercised through the Board.
               The   Members  hereby  establish  a  Board   of
               Directors  (the "Board") composed of eight  (8)
               members, two (2) of whom shall be appointed  by
               each  Member (that Member's "Delegation"). Each
               Member  agrees  that  such Member's  Delegation
               shall act in a manner which it believes in good
               faith  to  be  in  the best  interests  of  the
               Company and with the care an ordinarily prudent
               person in a like position would exercise  under
               similar  circumstances.  All Board appointments
               by  Members  shall be in writing and  shall  be
               delivered  to  the other Members.   ADM  hereby
               appoints  J. McDonald and P. Mulhollem  as  its
               Delegation and selects J. McDonald as  Chairman
               of  the  Board.   Alimenta hereby  appoints  D.
               Izmirlian  and  M.  Wagner as  its  Delegation.
               Cargill hereby appoints R. Dudley and J.  March
               as  its  Delegation.  Gold Kist hereby appoints
               G.  Coan and J. Bekkers as its Delegation.  Any
               Member  may,  at any time, remove  any  of  its
               Board  Delegation upon written  notice  to  the
               other  Members.  Each Board member  shall  hold
               office  until  a  successor  shall  have   been
               selected as provided in this Agreement, or  his
               or  her  earlier death, resignation or removal.
               One  of  the  Board members so appointed  shall
               serve  as  Chairman  of the  Board.  ADM  shall
               select  the Chairman for the remainder  of  the
               Company's  fiscal year ending  June  30,  2000.
               Gold  Kist  shall select the Chairman  for  the
               subsequent  fiscal year; Alimenta shall  select
               the  Chairman  for  the next subsequent  fiscal
               year; Cargill shall select the Chairman for the
               next  subsequent fiscal year; and the selection
               shall  alternate among ADM, Gold Kist, Alimenta
               and  Cargill thereafter on a yearly basis.  The
               Company  selecting the Chairman shall have  the
               power  and  authority  to remove  the  Chairman
               selected by it by delivering written notice  of
               such  removal  to  the Company  and  the  other
               Members.   A vacancy in the office of  Chairman
               shall  be  filled by the Member that  appointed
               the Chairman during that period.


               The  two Board members comprising each Member's
               Delegation  shall collectively be  entitled  to
               cast one vote with respect to any decision made
               by  the  Board,  which vote shall  be  cast  by
               either  Board member present at any meeting  or
               by  proxy  executed  in writing  by  the  Board
               member and delivered to the meeting's Chairman.
               Each  Member shall be bound by the vote of  its
               Delegation,   and   each   Member   is   hereby
               authorized to rely upon the authority  of  each
               other Member's Delegation to vote on behalf  of
               and bind the appointing Member.


               No  Board  meeting may be held or action  taken
               unless  notice thereof together with an  agenda
               and  supporting materials shall be provided not
               less  than  three (3) and not more  than  sixty
               (60) days before the date of the meeting to all
               Board  members (or such notice shall have  been
               waived  in  writing) and at least  three  Board
               members  are present and voting, with at  least
               one  representative from any three (3) Members'
               Delegations.  All Board decisions shall  be  by
               majority vote of the Board members represented.
               Each Member's Delegation may be accompanied and
               assisted  by such employees and representatives
               of  the  Member  as such Delegation  reasonably
               wishes.   Each Member shall bear its own  costs
               of attendance at all Board meetings.


               The Board shall meet periodically, but not less
               than  four  times per year, at mutually  agreed
               times  and  locations.  Any  Board  member  may
               request  a  meeting of the Board by giving  ten
               (10)  days' notice to each other Board  member,
               unless  all Board members waive such notice  in
               writing.   With such notice or waiver, meetings
               may  be  conducted by telephone, provided  that
               action  taken  thereby shall  be  confirmed  in
               writing  within five (5) business days thereof.
               Written   minutes  shall  be  prepared  of  all
               meetings of the Board.  Decisions of the  Board
               may  be  made  without a meeting  by  unanimous
               written   consent  (or  separate   counterparts
               thereof)  signed  by at least one  person  from
               each Member's Delegation, which shall have  the
               effect  of unanimous action taken at a meeting.
               If  a  member of each Member's Delegation shall
               meet  at  any time and place, either within  or
               outside  the State of Georgia, and  consent  to
               the  holding  of  a meeting at  that  time  and
               place,  then the meeting shall be valid without
               call  or  notice,  and at  the  meeting  lawful
               action may be taken.


               Board  members shall not be compensated by  the
               Company for  their service on the Board.


               Except for the powers and authority exclusively
               reserved to the Members in this Agreement,  and
               subject  to their right to delegate the day-to-
               day  management of the Company to the officers,
               the   Company  shall  be  directed  solely  and
               exclusively  by the Board.  The  Board  members
               shall in all cases act collectively as provided
               herein  and not individually. Without  limiting
               the  generality  of  the foregoing,  except  as
               expressly  delegated  by the  Board,  no  Board
               member  acting individually shall be the  agent
               of  the Company or shall have the right, power,
               or  authority to transact any business  in  the
               name of the Company or bind the Company in  any
               way.   No debt shall be contracted or liability
               incurred by or on behalf of the Company  except
               by  the  Board  members acting collectively  as
               provided herein or by one or more Board members
               or  officers  acting pursuant to the  authority
               granted to them by the Board.


     Officers and Employees.


               The  Board  may  appoint  as  officers  of  the
               Company  such officers as it may from  time  to
               time  deem  advisable.   No  officer  or  other
               representative  of  the  Company  need  be   an
               employee  of the Company but may be an employee
               of  any Member, or an Affiliate (as defined  in
               Section  3.3)  of any Member.  A single  person
               may  hold  more  than one  office.   Each  such
               officer  shall perform such duties and exercise
               such   powers   not  inconsistent   with   this
               Agreement as the Board may, from time to  time,
               determine.


               President.    The  President   is   the   chief
               executive  officer  of  the  Company  and   has
               general   supervision  and  control  over   the
               affairs  of  the Company, its officers,  agents
               and employees.  The President has the power  to
               execute  bonds,  deeds,  mortgages,  and  other
               major  contracts on behalf of the Company  when
               the   execution  thereof  has  been   expressly
               delegated   to  him  by  the  Board;  provided,
               however,  that  he  is  authorized  to  execute
               contracts  and other documents in the  ordinary
               course of business of the Company without  such
               express    delegation.    The   President    is
               authorized  to  make reports to the  Board  and
               perform  all such other duties as are  incident
               to  his  office or as are properly required  of
               him by the Board


               Vice President.  A Vice President is authorized
               to  perform  such duties as may be specifically
               delegated  to  him  by  the  Board  or  by  the
               President; provided, however, that even without
               such  express  delegation, a Vice President  is
               authorized  to  execute contracts,  deeds,  and
               other  documents  in  the  ordinary  course  of
               business of the Company.  In the absence of the
               President,  a  Vice President as designated  by
               the  Board shall have the authority to  perform
               the  duties and exercise the authority  of  the
               President.


               Treasurer.   The  Treasurer is responsible  for
               the custody of all monies and securities of the
               Company  and  for  the maintenance  of  regular
               books  of  account.  He has general supervision
               of the disbursement of funds of the Company and
               is  authorized to sign such contracts and other
               documents as are appropriate in the performance
               of  his  duties,  including the investment  and
               management  of funds.  He is further authorized
               and  directed to give to the Board and  Members
               from  time to time, as may be required of  him,
               an  account of all transactions for which he is
               responsible  and  an account of  the  financial
               condition of the Company.


               Secretary.   The  Secretary is responsible  for
               recording minutes of meetings of the Board  and
               otherwise carrying out such duties as the Board
               may   from  time  to  time  delegate   to   the
               Secretary.   The  Board  may  also  appoint  an
               Assistant  Secretary to act in the  absence  of
               the Secretary.


               All  persons appointed to such positions as may
               be determined by the Board shall hold office at
               the  pleasure of the Board.  Any officer of the
               Company may be removed at any time, either with
               or without cause, by the Board.


               Third parties dealing with the Company shall be
               entitled  to rely conclusively upon  the  power
               and authority of the President of the Company.


               The   Members  shall  not  permit  or   require
               employees of the Company to obtain, exchange or
               disclose  confidential  information  or   trade
               secrets of any Member which is unrelated to the
               business  of  the  Company.  Each  Member  also
               agrees that it and its Affiliates will use  any
               confidential  information or trade  secrets  of
               any other Member or of the Company only for the
               purpose of supporting and pursuing the purposes
               of  the  Company, and shall not make any  other
               use or disclosure thereof.


     Limitation of Liability; Indemnification.


               Except  as  otherwise  expressly  provided   or
               referred to in this Agreement, no Member  shall
               be  personally  liable for any  of  the  debts,
               losses,  liabilities  or  obligations  of   the
               Company.


               The  Board members shall be indemnified by  the
               Company  to  the maximum extent possible  under
               the  Act  from  any  loss or liability  to  any
               person  incurred in connection  with  any  act,
               omission  or  error in judgment  in  connection
               with  the  conduct  of the Company's  business;
               provided,  however,  that any  indemnity  under
               this  Section 2.5(b) shall be provided  out  of
               and  be  limited to the extent of the Company's
               assets  only,  and  no Member  shall  have  any
               personal liability therefor.


               The  Members  shall have no personal  liability
               for  the  repayment of the capital contribution
               of  any  Member, and shall not be  required  to
               contribute any additional capital or  lend  any
               funds  to  the  Company,  except  as  expressly
               provided  herein or to the extent  required  by
               law.


          New  Members.  Except as provided in Section 3.3 and
          3.4,  a  Person may become a Member of  the  Company
          only upon (a) the consent of all of the Members, (b)
          agreeing  to  be  bound  by all  of  the  terms  and
          conditions of this Agreement, as then in effect,  by
          executing  a  counterpart of this Agreement,  unless
          otherwise agreed by all the Members, and (c)  making
          such   capital  contribution  (and  obtaining   such
          Interest)  as  agreed upon by such  person  and  the
          existing Members.


          Other Activities.  Except as provided in Section 11,
          any Member may engage in or possess any interest  in
          any  other  business or venture of  any  nature  and
          description,  independently  or  with  others,   and
          neither the Company nor any other Member shall  have
          any rights in or to any such business or venture  or
          the income or profits derived therefrom.


WITHDRAWAL, REMOVAL, TRANSFER OF INTEREST, RIGHT OF FIRST
REFUSAL


          Removal/ Withdrawal.  No Member shall be removed  as
          a  Member of the Company without the written consent
          of  the  Member  to  be  removed.   Any  Member  may
          withdraw from the Company at any time, effective  as
          of  the end of the twelfth (12th) monthly accounting
          period  of  the Company following written notice  by
          such withdrawing Member to the other Members and the
          Company  of  its  election to  withdraw.   Upon  the
          effective  date  of withdrawal of  any  Member,  the
          following shall be undertaken:


               The withdrawing Member shall pay to the Company
               in  cash  all amounts then owed by  it  to  the
               Company;


               The Company shall pay to the withdrawing Member
               amounts   owing  to  it  for  loans  or   other
               extensions  of  credit to the Company  or  upon
               contracts   with  the  Company  or  upon   open
               accounts;


               The Company shall pay to the withdrawing Member
               the  amount  equal to the withdrawing  Member's
               Interest times the book value of the Company as
               of the effective date of withdrawal; and


               Such  Member shall be released from any further
               obligation  under  any ancillary  agreement  or
               arrangement   associated  with   the   Company,
               including,  without limitation, a  guaranty  or
               reimbursement  agreement  with  regard  to  the
               financing of the Company, except to the  extent
               that  such  obligation arose from or was  based
               upon  events or circumstances that  existed  or
               occurred  prior to the effective date  of  such
               Member's    withdrawal,   including,    without
               limitation, those incurred but not reported.


          Restrictions  on Transfers.  Except as permitted  in
          Section  3.3  or  Section 3.4, a Member  holding  an
          Interest,  shall  not  (a) sell,  assign,  transfer,
          convey, or otherwise dispose of all or part  of  its
          Interest  whether  by  act or  deed,  by  merger  or
          consolidation, by sale of control of a Member or  by
          operation  of law or (b) mortgage, pledge, encumber,
          or  create  or  suffer to exist  any  pledge,  lien,
          charge  or  encumbrance upon, security  interest  or
          participation in, or trust in respect of all or  any
          part of its interest in the Company or its Interest,
          excepting such of general application.


          Transfers  to Affiliates. As used herein,  the  term
          "Affiliate"   means  a  Person   who   directly   or
          indirectly,  through  one  or  more  intermediaries,
          controls,  is  controlled  by  or  is  under  common
          control  with  the  Person specified,  and  "Person"
          means an individual, a partnership, a joint venture,
          a  corporation, a company, a trust,  an  estate,  an
          unincorporated organization, or any other entity  or
          a  government  or any department or agency  thereof.
          Subject  to  Section  3.5,  each  Member  shall   be
          entitled  to sell, assign, transfer, or  convey  all
          (but  not  less than all) of its Interest to  (a)  a
          Person which is an Affiliate of such Member, (b) any
          entity resulting from a merger or consolidation with
          a  Person, or the acquisition of control of, by ADM,
          Cargill,  Gold  Kist  or substantially  all  of  the
          entities  majority owned or controlled  directly  or
          indirectly by Dikran S. Izmirlian, as the  case  may
          be,  (c) any Person to whom ADM,  Cargill, Gold Kist
          or Dikran S. Izmirilian shall sell substantially all
          of  its  agribusiness assets, (d) any  institutional
          lender  that  has agreed that it shall be  bound  by
          this  Agreement if it acquires a Member's  Interest,
          and  (e)  in  the  event of a  death  of  Dikran  S.
          Izmirlian,  the  legal  representative,  heirs,   or
          beneficiaries of Dikran S. Izmirlian,  as  the  case
          may  be.  No  transfer shall be permitted under this
          Section 3.3 or 3.4 if, taking into account prior and
          contemporaneous  transfers, it  would  result  in  a
          termination  pursuant to the provisions  of  Section
          708 of the Code (as defined in Section 4.2), cause a
          material adverse tax consequence to the Company or a
          Member  or cause the Company to be treated as  other
          than  a  partnership  for federal,  state  or  local
          income tax purposes.


     Transfers to Third Parties.


               In no event may a Member sell, assign, transfer
               or convey less than all of its Interest.  If  a
               Member   desires to sell, assign,  transfer  or
               convey  all  of  its  Interest  other  than  as
               provided  in Section 3.1 or Section  3.3,  such
               Member  ("Seller") shall so notify  each  other
               Member and the Chairman of the Board in writing
               of  its  desire  to sell its  Interest  in  the
               Company  (the  "Offered  Interest").    For   a
               period  of  sixty  (60)  days  following   such
               written notice to the other Members (the "First
               Period"),  the Seller shall negotiate  in  good
               faith  exclusively  with the  Company  and  the
               other  Members to determine whether the Seller,
               the  Company  and/or one or more of  the  other
               Members may reach an agreement for the purchase
               and sale of the Seller's Interest.


               If  the Seller fails to reach an agreement with
               the  Company and/or the other Members  for  the
               purchase  and  sale  of the  Seller's  Interest
               during  the First Period, the  Seller shall  be
               entitled,  but  not obligated, subject  to  the
               terms  and conditions of this Section  3.4  and
               Section 3.5, for a period of one hundred eighty
               (180)  days   (the  "Second Period")  from  the
               expiration of the First Period to sell all, but
               not  less than all (unless otherwise agreed  by
               the  non-transferring Members), of its Interest
               to  a  third  party.   If,  during  the  Second
               Period,  the Seller  receives, in the  Seller's
               opinion,  an  acceptable offer to purchase  its
               Interest, Seller shall notify the other Members
               in  writing  of  the identity of  the  proposed
               purchaser,  and the price, terms and conditions
               of  the  sale,  provide  the  other  Members  a
               written  copy  of  the offer  of  the  proposed
               purchaser, and give the other Members the right
               to  accept  or  reject such third  party  as  a
               member.  If  any Member or Members  reject  the
               third  party,  the Member or Members  rejecting
               the  third party shall buy the Interest of  the
               Seller  at 1.10 times the price, and  upon  the
               same  terms and conditions that the Seller  was
               willing  to accept from such third party.   The
               other  Members shall have until the earlier  of
               (i) sixty (60) days from the date of the notice
               from the Seller  and (ii) the date on which the
               Seller  is  given  notice that the  third-party
               offer  is no longer in effect in which to elect
               to  accept  or  reject the  third  party  as  a
               member.   If non-transferring Member(s)  reject
               the  third  party  as a member,  its  or  their
               notice  shall so state and shall set forth  the
               place  (which shall be located in the state  of
               Georgia)  and time (which shall be  a  business
               day  not  more than thirty (30) days after  the
               date  of  such notice) at which the Closing  of
               its  or their purchase at 1.10 times the  price
               as  mentioned above shall take place.   If  the
               other Members fail to give notice to accept  or
               reject  the third party within such  time,  the
               Seller may then sell its Interest to the  third
               party on the same terms and conditions notified
               to the non-transferring Members and without the
               consent  or  acceptance by the non-transferring
               Members  of  such third party.  If  the  Seller
               does  not dispose of its Interest to such third
               party upon the terms set forth above within one
               hundred  twenty (120) days after the expiration
               of  the Second Period, such Interest will again
               be  subject  to all restrictions set  forth  in
               this Section 3.4.


               Notwithstanding the foregoing, no such transfer
               shall  be  permitted if it would  result  in  a
               termination  pursuant  to  the  provisions   of
               Section 708 of the Code, unless consented to by
               all   Members,  which  consent  shall  not   be
               unreasonably withheld.


     Closing; Assumption of Obligations by a Transferee.


               At  the  closing of any sale of an Interest  to
               Member(s)  pursuant to Section 3.4 the  selling
               Member  shall execute or cause to  be  executed
               any  and  all  documents necessary to  transfer
               completely  of  record  and  beneficially   the
               Interest  being transferred free and  clear  of
               any and all liens, encumbrances, or pledges  of
               any   kind,  including  the  delivery  of   any
               certificate  representing  the  Interest  being
               transferred,  duly endorsed for  transfer,  and
               (ii)  the purchaser of such Interest shall make
               payment  therefor on the terms as  provided  in
               Section 3.4.


               Any sale, transfer, or other disposition of the
               Interest of a Member pursuant to this Section 3
               shall be effective only upon the execution  and
               delivery by the purchaser or transferee and, in
               the   case  of  clause  (i)  below,  the   non-
               transferring   Members,   of   an    instrument
               reasonably  satisfactory  to  the  Members  (i)
               evidencing  the agreement of such purchaser  or
               transferee to become a Member, to be  bound  by
               the   provisions  of  this  Agreement  and  any
               applicable  ancillary agreements to  which  the
               transferring Member was at the time of transfer
               a   party,  provided,  however,  that  if   the
               transferring Member was not a party to any such
               agreement,   including  without  limitation   a
               guaranty or reimbursement agreement with regard
               to the financing of the Company, at the time of
               transfer  the transferee shall not be obligated
               to  assume or become a party to such agreement,
               and  to  assume all of the liabilities  and  to
               perform  all of the obligations and  duties  of
               the  Member with respect to the Interest to  be
               sold,   transferred,  or  disposed   of;   (ii)
               evidencing  the  consent of such  purchaser  or
               transferee  to the jurisdiction of  the  United
               States District Court for the North District of
               Georgia  and the courts of the State of Georgia
               and   the  commitment  of  such  purchaser   or
               transferee to maintain an agent for service  of
               process  in the State of Georgia and the  State
               of   Georgia  in  connection  with  any  action
               relating   to   this   Agreement;   and   (iii)
               evidencing  an appropriate waiver of  sovereign
               immunity,  if applicable, by such purchaser  or
               transferee.  Upon the transfer by any Member of
               its  Interest,  at its discretion  such  Member
               shall  be  released from any further obligation
               under  any  ancillary agreement or  arrangement
               associated with the Company, including  without
               limitation    a   guaranty   or   reimbursement
               agreement with regard to the financing  of  the
               Company.   The  foregoing  sentence  shall  not
               release   a  Member  from  its  obligation   to
               continue  to  provide certain services  to  the
               Company  for a certain time period as  provided
               in  Section  1.5 of this Agreement.   Upon  the
               transfer  by  any Member of its  Interest,  the
               transferee shall be entitled to exercise all of
               the  rights  of such transferring Member  under
               this Agreement to approve, consent and vote  on
               actions   or  matters.    Notwithstanding   the
               foregoing sentence, if at any time the  Company
               shall  have  only three Members  consisting  of
               three  of ADM, Alimenta, Cargill and Gold Kist,
               each  of such three Members shall have the same
               rights  to approve, consent and vote on actions
               or  matters notwithstanding any differences  in
               the Interests of such three Members.


               Each Member, if requested by any transferee  of
               an    Interest,    shall   perform,    execute,
               acknowledge, and deliver all such further acts,
               deeds,  and  assurances  contemplated  by  this
               Agreement  reasonably required  to  effect  the
               sale,  transfer,  or other disposition  of  its
               interest  in the Company to, or the  assumption
               of obligations hereunder by, such transferee.


          Restraining Order.  In the event that a Member shall
          at  any  time  attempt to transfer its  Interest  in
          violation of the provisions of this Agreement,  then
          any  other  Member shall, in addition to all  rights
          and remedies at law and in equity, be entitled to  a
          decree  or  order  restraining  and  enjoining  such
          transfer,  without any bond or other security  being
          required,  and the Member purporting  to  make  such
          transfer  shall  not plead in defense  thereto  that
          there  would be an adequate remedy at law, it  being
          hereby   expressly  acknowledged  and  agreed   that
          damages  at law will be an inadequate remedy  for  a
          breach or threatened breach of the violation of  the
          provisions  concerning transfer set  forth  in  this
          Agreement.


          Fees.  The Company may, but a Buyer may not, in  its
          reasonable  discretion, charge a reasonable  fee  to
          cover the costs and additional expenses incurred  in
          connection with or as a consequence of the  transfer
          of  all or part of an Interest, including reasonable
          attorneys'  fees,   provided however,  that  if  the
          Company  is effecting a Purchase Offer in behalf  of
          all  non-transferring Members, then the Company will
          be deemed to be the Buyer.


          More  Than One Seller.  If a second Member indicates
          through  written  notice  its  desire  to  sell  its
          Interest  in  the Company prior to the deadline  for
          the  first  Seller and the other Members  to  submit
          their  Purchase  Offers pursuant to Section  3.4(a),
          the  Offered Interests of the Sellers will be deemed
          to  have been joined and the procedures set forth in
          Section 3.4(a) and 3.4(b) to the extent not modified
          in  this  Section  3.8, shall be followed  with  the
          Sellers  providing a joint Purchase Offer  of  their
          combined Offered Interests. The non-selling  Members
          may  act as individual Buyers or pool their Purchase
          Offer   for   the  combined  Offered  Interests   in
          response.   In  the event that no  Buyer  submits  a
          Purchase  Offer, or in the event the Sellers  cannot
          agree upon a sale to either of the Buyers (if one or
          both of the Buyers does submit a Purchase Offer)  or
          a  third  party that is acceptable, the Board  shall
          take  action  to sell,  liquidate and  dissolve  the
          Company as provided pursuant to Section 7.


          More  Than  One Withdrawing Member.    If  a  Member
          notifies  the  other  Members  of  its  election  to
          withdraw  as a Member pursuant to Section  3.1,  and
          before  the  effective  date of  such  withdrawal  a
          second  Member notifies the Members of its  election
          to  withdraw from the Company, the Board shall  take
          action  to sell, liquidate and dissolve the  Company
          as provided pursuant to Section 7 and all notices by
          Members  of  elections to withdraw from the  Company
          shall  be  null  and void unless the non-withdrawing
          Members notify the Board and the withdrawing Members
          that  they  wish  to continue the Company  and  will
          cause  the  Company to perform its obligations  with
          respect  to  the  withdrawing  Members  pursuant  to
          Section 3.1.


          Members'  Pro Rata Purchase.  When two (2)  or  more
          Members  elect to purchase the Interest of a  Member
          whereby  such  purchasing Members  have  elected  to
          purchase more than one hundred percent (100%) of the
          transferring Member's Interest, then such purchasing
          Members   shall   purchase  the  Interest   of   the
          transferring Member on a pro rata basis relative  to
          their respective Interests before such purchase.


CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS


     Capital Contributions.


               Upon  execution of this Agreement, each of  the
               Members  will have contributed, caused to  have
               contributed  or  agreed to  contribute  to  the
               capital  of  the  Company an amount  of  assets
               having  a  fair market value of twenty  million
               dollars ($20,000,000), as agreed by all of  the
               Members.   A Member may not make any additional
               capital  contributions to  the  Company  unless
               either (i) such additional capital contribution
               is  expressly required or permitted under  this
               Agreement,  or  (ii) all of the  other  Members
               shall    approve   such   additional    capital
               contribution   in  writing.    Any   additional
               contribution by a Member to the capital of  the
               Company     shall    constitute    a    capital
               contribution.   A  Member  may  not  make   any
               capital contribution other than in cash or cash
               equivalency  unless all of  the  other  Members
               shall   approve  in  writing.   Any  additional
               capital  contribution other than cash  or  cash
               equivalency shall be valued at its fair  market
               value  as  of  the date of contribution,  which
               fair market value, absent manifest error, shall
               be  the value set forth in any agreement  among
               the Members .


               Each  of  the  Members shall  make,  after  the
               Company   exhausts  debt  sources  of   working
               capital,  such additional capital contributions
               in  such  amounts as are necessary to  maintain
               adequate working capital to operate the Company
               when   requested  and  adopted  by  the  Board,
               provided,  however,  any  capital  contribution
               which  in the aggregate for all Members exceeds
               five   million  dollars  ($5,000,000)  in   any
               Company  fiscal  year  shall  not  be  required
               except by the unanimous consent of the Members.
               In  absence  of such a unanimous  consent,  the
               dissenting Member(s) may decline to contribute.
               Any  contributions, from contributing  Members,
               described in this Section 4.1(b) shall be  made
               in  proportion  to each Member's then  Interest
               (as defined in Section 2.1).


               The Members' Interests shall be adjusted to the
               extent   the   Members  make   disproportionate
               capital contributions to the Company.   If  the
               Members     make    disproportionate    capital
               contributions,  each  Member's  Interest  shall
               equal  the percentage that such Member's  total
               capital contributions bear to the aggregate  of
               all capital contributions.


     Capital Accounts.


               A separate capital account shall be established
               and  maintained for each Member throughout  the
               term  of the Company in accordance with Section
               1.704-1(b)(2)(iv)  and  any  other   applicable
               sections  of the Federal Income Tax Regulations
               (the  "Regulations") issued under the  Internal
               Revenue Code, as amended (the "Code"), in order
               for  allocations of taxable profits and  losses
               pursuant to this Agreement to have "substantial
               economic    effect"   under   the   Code    and
               Regulations.


               No  interest  shall  be  paid  on  any  capital
               invested  in  the Company except  as  expressly
               provided herein.


               Except   as   otherwise  provided  in   Section
               1.704-1(b)(2)(iv) of the Regulations:

                    Each  Member's  capital account  shall  be
                    increased  by  (A)  the  amount  of  money
                    contributed by the Member to the  Company,
                    (B)  allocations to the Member of  Company
                    income   and   gain  (or  items   hereof),
                    including income and gain exempt from  tax
                    and  income, special allocations of income
                    and  gain pursuant to Section 5 hereof and
                    gain    described   in   Section    1.704-
                    1(b)(2)(iv)(g),  but  excluding  items  of
                    "tax"   (as  distinguished  from   "book")
                    income and gain described in Section 1.704-
                    1(b)(4)(i) of the Regulations; and (C) the
                    fair   market   value  of   any   property
                    contributed   by   the  Member   (net   of
                    liabilities  secured  by  the  contributed
                    property that the Company is considered to
                    assume  or  take subject to under  Section
                    752 of the Code); and

                    each  Member's  capital account  shall  be
                    decreased  by  (A)  the  amount  of  money
                    distributed to the Member by the  Company,
                    (B)  the fair market value of any property
                    distributed  to the Member by the  Company
                    (net   of  liabilities  secured   by   the
                    distributed  property that the  Member  is
                    considered  to assume or take  subject  to
                    under    Section   752   of   the   Code),
                    (C)   allocations  to   that   Member   of
                    expenditures  of the Company described  in
                    Section   705(a)(2)(B)  of  the  Code   or
                    otherwise  treated as Section 705(a)(2)(B)
                    expenditures  pursuant to the Regulations,
                    and  (D)  allocations  to  the  Member  of
                    Company   loss  or  deduction  (or   items
                    hereof),   including  loss  and  deduction
                    described  in Section 1.704-1(b)(2)(iv)(g)
                    of the Regulations and special allocations
                    of  loss and deduction pursuant to Section
                    5  hereof, but excluding items   of  "tax"
                    (as  distinguished from  "book")  loss  or
                    deduction (or items thereof) described  in
                    Section 1.704-1(b)(4)(i) or (iii)  of  the
                    Regulations.


               Capital   accounts   shall   be   adjusted   in
               accordance  with the Regulations from  time  to
               time, to reflect unrealized income, gain, loss,
               or  deduction,  including adjustments  made  in
               accordance  with  Section 1.704-1(b)(2)(iv)(d)-
               (f)  of the Regulations.  Such adjustments,  to
               reflect  the then fair market value of  Company
               assets,  shall  be made as appropriate  at  the
               following times:

                    the  acquisition of an additional Interest
                    in  the  Company  by any new  or  existing
                    Member  in  exchange for more  than  a  de
                    minimis capital contribution;

                    the  distribution  by  the  Company  to  a
                    Member of more than a de minimis amount of
                    Company  assets  as consideration  for  an
                    Interest in the Company; and

                    the   liquidation   of  the  Company   for
                    federal  income tax purposes  pursuant  to
                    Section   1.704-1(b)(2)(ii)(g)    of   the
                    Regulations .


               The  transferee of any Member's Interest  shall
               succeed   to   the  capital  account   of   the
               transferor  to  the extent it  relates  to  the
               transferred Member's Interest.


               The  provisions of this Agreement  relating  to
               the   maintenance  of  capital   accounts   are
               intended  to comply with Section 1.704-1(b)  of
               the  Regulations, and shall be interpreted  and
               applied  in  a  manner  consistent  with   such
               Regulations.


          Return of capital contributions.  No Member shall be
          entitled  to  withdraw  any  part  of  its   capital
          contributions or its capital account or  to  receive
          any   distribution  from  the  Company,  except   as
          specifically provided in this Agreement.  Except  as
          otherwise  provided  herein,  there  shall   be   no
          obligation  to  return to any former Member  or  his
          successor   any   part  of  such  Member's   capital
          contribution  or capital account,  or  to  make  any
          distribution  thereto, for so long  as  the  Company
          continues in existence.


          Deficit  Capital  Account  Restoration.   Except  as
          otherwise  provided  herein, Members  shall  not  be
          obligated to restore any negative capital account or
          contribute any amounts to the Company in respect  of
          any  negative capital account, nor shall any  Member
          be  liable for any of the debts, losses, liabilities
          or  obligations of the Company beyond such  Member's
          capital   contributions.  Members   shall   not   be
          obligated  to  restore any reduction  in  their  own
          capital account.


ALLOCATION OF PROFITS AND LOSSES


          Except as otherwise provided in this Agreement,  the
          Company's  profits and losses for each  fiscal  year
          shall  be  allocated among the Members in proportion
          to  their respective Interests in effect during such
          fiscal year.  Notwithstanding the foregoing, (i) net
          profits for any Fiscal Year shall first be allocated
          to Members in proportion to previously allocated net
          losses  under  this Section 5.1 to the extent  those
          net  losses  have  not  been  previously  offset  by
          allocation  under  this clause  (i),  and  (ii)  net
          losses  for any Fiscal Year shall first be allocated
          to Members in proportion to previously allocated net
          profits  under this Section 5.1 to the extent  those
          net  losses  have  not  been  previously  offset  by
          allocations under this clause (ii).


          Profits   and  losses  of  the  Company   shall   be
          determined  for each fiscal year in accordance  with
          Section  703(a)  of  the  Code  and  the  method  of
          accounting  followed  by  the  Company  for  federal
          income tax purposes and otherwise in accordance with
          generally   accepted   accounting   principles   and
          procedures  applied  in  a  consistent  manner,   as
          modified   by  Section  1.704-1(b)(2)(iv)   of   the
          Regulations.  Except as otherwise provided  in  this
          Agreement,  whenever  a proportionate  part  of  the
          Company's  profit or loss is allocated to a  Member,
          every  item  of  income,  gain,  loss  or  deduction
          entering  into  the computation of such  profit  and
          loss shall be considered allocated and every item of
          credit  or  tax preference applicable to the  period
          during which such profit or loss was realized  shall
          be  considered allocated to such Member in the  same
          proportion.   All  allocations  of  such  items  for
          federal  income tax purposes shall be  identical  to
          the  allocations set forth in this Section 5, except
          as  otherwise required by Section 704(c) of the Code
          and    Section   1.704-1(b)(4)   of   the   Treasury
          Regulations.

          No  allocation  of  loss, deduction  or  expenditure
          shall  be  charged  to the Capital  Account  of  any
          Member if such allocation would cause the Member  to
          have a deficit Capital Account, but instead shall be
          charged to the Capital Account of any Members  which
          would not have a deficit Capital account as a result
          of  such  allocation in proportion to  the  positive
          Capital  Accounts of such Members  or,  if  no  such
          Members  exist,  then to the Members  in  accordance
          with percentage Interests.


          If  a  Member transfers its interest in the Company,
          and  the  transferee is admitted  as  a  substituted
          Member  as provided herein, the distributive  shares
          of  the  various items allocable among  the  Members
          during  such  fiscal year of the  Company  shall  be
          allocated  between the transferor and the transferee
          based  on  the  number of days in such  fiscal  year
          preceding  and following the effective date  of  the
          transfer.  However, if the Company,  the  transferor
          and  the transferee consent, the distributive shares
          of the various items allocable among the Members may
          be   allocated  between  the  transferor   and   the
          transferee  on the basis of the closing-of-the-books
          method.


          Notwithstanding   any  other   provision   of   this
          Agreement, (a) nonrecourse deductions of the Company
          within  the meaning of Section 1.704-2(b)(1),  other
          than  partner   nonrecourse  deductions  within  the
          meaning   of   Section   1.704-2(i)(1),    of    the
          Regulations, shall be allocated among the Members in
          accordance with their respective Interests, (b)  any
          Member nonrecourse deductions within the meaning  of
          Section   1.704-2(i)(1),  shall  be   allocated   in
          accordance   with   Section   1.704-2(i),   of   the
          Regulations, and (c) if there is a net  decrease  in
          "minimum gain" within the meaning of Sections 1.704-
          2(d)  and 1.704-2(i)(3) of the Regulations  for  any
          fiscal year of the Company, items of gain and income
          shall  be  allocated among the Members in accordance
          with  the  "minimum gain chargeback" rules contained
          in  Sections  1.704-2(f) and  1.704-2(i)(4)  of  the
          Regulations.   The Members' respective interests  in
          Company  profits  for purposes of allocating  excess
          nonrecourse  liabilities of the Company  within  the
          meaning  of Section 1.752-3(a)(3) of the Regulations
          shall be equal to their respective Interests.


          In  the  event any Member unexpectedly receives  any
          adjustments, allocations or distributions  described
          in  Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6)  of
          the Regulations which creates or increases a deficit
          balance in the Capital Account of such Member, items
          of Company income and gain (consisting of a pro rata
          portion  of  each item of Company income,  including
          gross income and gain for such fiscal year) shall be
          specially allocated to such Member in an amount  and
          manner   sufficient  to  eliminate,  to  the  extent
          required  by  the Regulations, such deficit  in  the
          capital  account  of  such  Member  as  quickly   as
          possible.  This provision is intended to comply with
          the   "qualified  income  offset"  requirements   of
          Section 1.704-1(b)(2)(ii)(d) of the Regulations, and
          this  provision shall be interpreted  in  accordance
          with those requirements.


          The  Members intend that the allocations of  profits
          and   losses   under  this  Agreement   shall   have
          substantial  economic effect (or be consistent  with
          the Members' Interests in the Company in the case of
          allocation  of  losses attributable  to  nonrecourse
          debt)  within the meaning of Section 704(b)  of  the
          Code  as  interpreted by the Regulations promulgated
          pursuant  thereto.  Accordingly, the  provisions  of
          Section  5  hereof and the other relevant provisions
          of  this Agreement shall be interpreted in a  manner
          consistent with such intent.  It is intention of the
          Members  that the Company comply with the provisions
          of Regulations Section 1.704-1(b).


          In  accordance with Section 704(c) of the  Code  and
          the  Regulations thereunder, income, gain, loss, and
          deduction  with respect to any property  contributed
          to  the  Company or property revalued under  Section
          1.704-1(b)(2)(iv)(f)  of  the   Regulations   shall,
          solely for federal income tax purposes, be allocated
          among  the  Members  so as to take  account  of  any
          variation between the tax bases of such property and
          such property's fair market value as of the time  of
          contribution  to  the  Company  using  the  remedial
          allocation method described in Section 1.704-3(d) of
          the Regulations.


          If  the  value for capital account purposes  of  any
          Company  property  is adjusted pursuant  to  Section
          4.2(d)  hereof,  subsequent allocations  of  income,
          gain, loss, and deduction with respect to such asset
          shall  take  account  of any variation  between  the
          adjusted basis of such asset for federal income  tax
          purposes  and its adjusted value in the same  manner
          as   under  Section  704(c)  of  the  Code  and  the
          Regulations thereunder.


DISTRIBUTIONS


          Distributions.   Within ninety (90)  days  following
          the  end  of  each fiscal year of the  Company,  the
          Company shall distribute the net income and gain  of
          the  Company for such fiscal year among the  Members
          in  accordance  with their respective  Interests  in
          effect  at  the  end of such fiscal year;  provided,
          however,  that  upon the unanimous  consent  of  the
          Members  the Company shall retain all or  a  certain
          amount of any net income and gain.

  All  amounts  withheld  pursuant to any  tax  law  from  any
  distribution  to  the Members shall be  treated  as  amounts
  distributed to the relevant Members pursuant to this Section
  6.1.     Anything   to  the  contrary  in   this   Agreement
  notwithstanding, no distribution shall be made to  a  Member
  if  such  Member  has, or would have as  a  result  of  such
  distribution, a deficit Capital Account.


     Distribution of the Proceeds of Dissolution.


               Upon  a  dissolution of the  Company,  the  net
               proceeds  of liquidation and dissolution  shall
               be  applied  and distributed in  the  following
               order of priority:

                    first,  towards  the satisfaction  of  all
                    outstanding debts and other obligations of
                    the   Company,   including   expenses   of
                    dissolution and the establishment  of  any
                    reserves deemed necessary by the Board for
                    any  contingent or unforeseen  liabilities
                    or obligations of the Company;

                    second,  towards repayment of  outstanding
                    loans,  if  any,  made by Members  to  the
                    Company;

                    third,   to  the  Members  with   positive
                    capital accounts, to be shared among  such
                    Members in the ratio that their respective
                    positive capital accounts bears to the sum
                    of  all  such  positive capital  accounts.
                    For  purposes  of the preceding  sentence,
                    the  capital account of each Member  shall
                    be  determined  after all  adjustments  to
                    capital  accounts are made  in  accordance
                    with Section 4.2 hereof; and

                    fourth, the balance of such proceeds shall
                    be  distributed to the Members pro rata in
                    accordance     with    their    respective
                    Interests.


               Any  distributions pursuant to this Section 6.2
               shall  be  made  by  the end of  the  Company's
               fiscal  year  in  which  the  dissolution   has
               occurred  (or, if later, within 90  days  after
               the date of such dissolution).


DISSOLUTION AND TERMINATION OF THE VENTURE


          Events   of  Termination.   The  Company  shall   be
          dissolved  upon  the  occurrence  of  any   of   the
          following events:


          The consent of all of the Members;


               The  expiration of the term of the  Company  as
               provided in the Articles of Organization;


               The  change in status from a limited  liability
               company to any other business form;


               The  sale,  transfer or assignment  of  all  or
               substantially all of the assets of the Company;


               The adjudication of the Company as insolvent in
               either  bankruptcy or equity  proceedings;  the
               filing of an involuntary petition in bankruptcy
               against  the  Company which  is  not  dismissed
               within ninety (90) days; the filing against the
               Company of a petition for reorganization  under
               the  Federal Bankruptcy Code or any  comparable
               state  statute  which is not  dismissed  within
               ninety  (90) days; a general assignment by  the
               Company   for  the  benefit  of  creditors;   a
               voluntary  claim of insolvency by  the  Company
               under  the Federal Bankruptcy Code or any state
               insolvency statutes; or the appointment for the
               Company  of a temporary or permanent  receiver,
               trustee,  custodian  or sequestrator,  and  the
               same is not dismissed within ninety (90) days;


               As otherwise required under the Act; or


               As  provided  in  Section 3.8 or  3.9  of  this
               Agreement.


          Conclusion  of  Affairs.   In  the  event   of   the
          dissolution of the Company for any reason the  Board
          shall proceed promptly to wind up the affairs of and
          liquidate the Company.  Except as otherwise provided
          in  this  Agreement, the Members shall  continue  to
          share  distributions  and  allocations  during   the
          period  of liquidation in the same manner as  before
          dissolution.


          Liquidating  Distributions.   The  proceeds  of  the
          liquidation and dissolution and any other assets  of
          the  Company shall be distributed in accordance with
          Section  6.2 of this Agreement.  Except as  provided
          below,  no Member shall have any right to demand  or
          receive  property  other than cash upon  dissolution
          and termination of the Company; however, the Board ,
          on  unanimous  resolution, shall have the  right  to
          distribute assets in kind, valued at the  then  fair
          market  value  of  such  assets,  as  a  liquidating
          distribution to  any Member.  Without the consent of
          the  Company or any other Member, Alimenta may elect
          to  receive a distribution of assets in kind, valued
          at the then fair market value of such assets, if and
          to  the  extent Alimenta contributed such assets  to
          the  Company.   This right to receive a distribution
          in  kind  is  limited to facilities (not  individual
          assets)   in  their  then  current  condition.    If
          Alimenta elects to receive a distribution of  assets
          in  kind  and as a result thereof the value  of  the
          remaining  assets  of  the  Company  is  diminished,
          Alimenta shall reimburse the Company for the  amount
          by which the value of the Company's remaining assets
          is  diminished.  In determining whether and to  what
          extent  the value of the Company's remaining  assets
          is  diminished by reason of a distribution of assets
          in  kind to Alimenta, value diminishment as a result
          of  potential competition by Alimenta shall  not  be
          taken into account.


          Termination.  Within a reasonable time following the
          completion  of the liquidation of the Company,  each
          of the Members shall be provided a statement setting
          forth  the assets and the liabilities of the Company
          as  of  the  date of complete liquidation  and  each
          Member's  portion of the distributions  pursuant  to
          this  Agreement.  Upon completion of the liquidation
          of  the  Company and the distribution of all Company
          assets, the Company shall terminate, and the Members
          shall  execute and file Articles of Dissolution  and
          such other documents and take such other actions  as
          are   necessary   or  appropriate  to   effect   the
          dissolution and termination of the Company.


TAXES AND ACCOUNTING


          Partnership  for Tax Purposes; Tax Returns.   It  is
          the   intention  of  the  parties  hereto  that  the
          relationships  created by this Agreement  will,  for
          federal,  state  and local income tax  purposes,  be
          treated  as a partnership and no Member nor the  Tax
          Matters  Partner shall take any action  inconsistent
          with  the  Company's  status as  a  partnership  for
          federal, state or local income tax purposes  without
          the  consent  of all the Members.  The  Board  shall
          arrange for the preparation and timely filing of all
          income   tax  returns  and  any  other  returns   or
          statements  required of the Company  by  any  taxing
          authority.   The  Board shall, within  a  reasonable
          period  of time prior to filing any such returns  or
          statements (but not less than 30 days prior  to  the
          due  date thereof), deliver copies thereof  to  each
          Member  for  its review and comment.   If  a  Member
          disagrees with the proposed treatment of an item  on
          a  proposed  tax return of the Company, such  Member
          shall  give prompt written notice to the Tax Matters
          Partner.  The Members shall consult in good faith to
          agree  on  the treatment of such item,  and  failing
          such agreement, the Company shall treat the item  in
          the  manner  determined  by the  Members  holding  a
          majority  of  Interest in the  Company.   No  Member
          shall file, pursuant to Section 6222(b) of the  Code
          a notification of inconsistent position with respect
          to  the  Company without first notifying  the  other
          Members.


          Elections.   The  Board  is  granted  authority  and
          agrees  to  make elections under the  Code  and  the
          Regulations   in  each  year's  federal   (and,   if
          applicable, state and local) partnership income  tax
          returns  with  respect to the Company's  activities,
          including   without  limitation,   elections   under
          Sections   709  of  the  Code.  Notwithstanding  the
          foregoing, in the event of a transfer of all or part
          of  the  Interest  of a Member,  a  distribution  of
          Company  property to a Member, or  the  death  of  a
          Member, the Company shall, at the written request of
          a Member or its estate, elect to adjust the basis of
          Company  property under Section 754 of the Code  and
          shall  not otherwise make a Section 754 election  to
          adjust basis.


          Financial  Statements;  Auditors.  The  Board  shall
          retain  a  national  firm of  independent  certified
          public  accountants as independent auditors  of  the
          Company to conduct an examination in accordance with
          generally   accepted  auditing  standards   of   the
          financial statements of the Company as of the  close
          of  business of each fiscal year of the Company  and
          to  furnish its certificate to the effect that:  (i)
          the balance sheet of the Company as of such date and
          (ii)  the  related  statements of  income,  Members'
          income  accounts and capital accounts for the fiscal
          period  then ended have been prepared in  accordance
          with   generally   accepted  accounting   principles
          consistently   applied  and   fairly   present   the
          financial position and results of the operations  of
          the Company for the period indicated.  A copy of the
          audited   annual  financial  statements   shall   be
          furnished  to  each Member within seventy-five  (75)
          days after the end of each fiscal year.  Pursuant to
          a  Litigation Sharing and Indemnification Agreement,
          dated   March   30,   2000   (the   "Indemnification
          Agreement"), ADM, Alimenta and Gold Kist have agreed
          to  indemnify the Company with respect to the  civil
          action  entitled  Neon Earl Bass,  Jr.,  Dry  Branch
          Farms, Inc. and Varner Bass Enterprises, Plaintiffs.
          Vs.  Golden Peanut Company, Defendant, Civil  Action
          File  No. 94-VS-85847, State Court of Fulton County,
          Georgia  (the "Varner Bass Case").  As a  result  of
          the  Indemnification Agreement, the auditors for the
          Company  shall  record a receivable of  the  Company
          from  ADM,  Alimenta  and Gold Kist  to  offset  any
          liability or reserve on the financial statements  of
          the Company with respect to the Varner Bass Case.


          Fiscal  Year; Tax Year.  The Company's  fiscal  year
          for financial accounting purposes shall end on  June
          30  of each year.  The Board shall have the right to
          change  such  fiscal year from time to  time  if  it
          deems  it appropriate.  The Company's tax year shall
          end  on  December  31 and, in any  event,  shall  be
          determined  in accordance with Section  706  of  the
          Code.


          Member Audits; Book and Records.  (a) Upon notice in
          writing  to the Company and the other Members,  each
          Member, at its own expense, shall have the right  to
          audit  or  cause  to be audited the books,  records,
          reports   and   operations  of  the   Company.    No
          exceptions  to the books and records of the  Company
          with  respect to normal or recurring items shall  be
          taken  for any fiscal year unless taken within three
          (3)  months  following  the receipt  of  the  annual
          audited financial statements. The Company shall make
          available  to  each  Member  such  books,   records,
          financial    statements   and   other   information,
          including   information   related   to   state   tax
          allocations  and  apportionments  of  such  Member's
          allocable  share  of  Company income,  as  shall  be
          reasonably  requested by such Member  in  connection
          with   either  its  right  to  audit  or  with   the
          preparation  of  tax  returns  or  other   documents
          required  to  by  filed  by  such  Member  or  their
          Affiliates, and the Company shall cooperate  in  the
          preparation of such documents.

          (b)  The  Company  shall retain,  at  its  principal
          office,  such  books  and  records  (including   tax
          returns of the Company) that may be relevant to  the
          tax  filings  or  tax audits of the Members  for  at
          least  10  years , or such later date as  reasonably
          requested by a Member.  Each Member shall  have  the
          opportunity  to copy any such records prior  to  the
          time they are to be destroyed by the Company.


          Tax  Matters  Partner.  The Members shall  designate
          ADM  as the Tax Matters Partner of the Company.  The
          Tax Matters Partner shall obtain the consent of each
          Member  before  it shall  execute on behalf  of  all
          Members  an  agreement  with  the  Internal  Revenue
          Service ("IRS") extending the statute of limitations
          for making an assessment of federal income taxes  or
          the    time    periods   relating   to    submitting
          administrative adjustment requests for the  Company.
          Any  such agreements will be binding on all Members.
          The  Board may change the Tax Matters Partner at any
          time  by  designating a different Member as the  Tax
          Matters  Partner.  The Tax Matters Partner  may  not
          enter  into any agreement with the IRS which affects
          the  amount, deductibility or creditability  of  any
          Company  item without the prior consent of  each  of
          the  other Members.  In the event of an audit of the
          Company's federal income tax return or other  action
          taken  with  respect to the Company by an applicable
          tax authority, the Tax Matters Partner will promptly
          (and  in any event within 10 days of receipt of  any
          written  action) advise all of the  Members  of  all
          developments  with  respect to the  audit  or  other
          matter and shall provide each Member with a copy  of
          all   notices  received  from  any  tax   authority,
          including   any   final  partnership  administrative
          adjustment.   The Tax Matters Partner shall  consult
          with  the Members with respect to any action  to  be
          taken  by  the Tax Matters Partner and shall  obtain
          the  consent  of  all Members prior to  taking  such
          Action.    The Tax Matters Partner shall be entitled
          to  reimbursement  by the Company  for  all  out  of
          pocket  expenses  reasonably  incurred  by   it   in
          representing  the  Company in accordance  with  this
          Agreement.


     NOTICES.  All notices, requests, demands, directions and
other communications hereunder shall be in writing signed by
an authorized representative of the Member issuing the same
and shall be deemed to have been duly given five (5) days
after the date of the mailing thereof, as determined by the
date set forth on the Post Office receipt, when sent by
certified or registered mail, postage prepaid, or upon the
date of receipt, when sent by cable, telex or other form of
electric transmission, and promptly confirmed in writing,
addressed:


          If to the Company:  Golden Peanut Company, LLC
                        100 North Point Center East
                        Suite 400
                        Alpharetta, GA 30022
                        Attention:  President
                        Telecopy Number:  (770) 752-8308

or to such other address as the Company shall have directed in
accordance with this Section 9.

          If to Gold Kist:    Gold Kist Inc.
                         244 Perimeter Center Parkway, N.E.
                         Atlanta, Georgia 30346-2397
                         Attention:  Vice President - Law
                         Telecopy Number:    (404) 393-5421

or  to such other address as Gold Kist shall have directed  in
accordance with this Section 9.

          If to ADM:     Archer-Daniels-Midland Company
                         P. O. Box 1470
                         Decatur, Illinois 62525
                         Attention:  General Counsel
                         Telecopy Number:    (217) 424-6196

or  to  such  other  address as ADM  shall  have  directed  in
accordance with this Section 9.

          If to Alimenta:   Alimenta
                         Route de Suisse 154
                         1290 Versoix, Geneva
                         Switzerland
                         Attention:  Dikran S. Izmirlian
                         Telecopy Number:    (41) 22 775 0290


With a copy to:          C. L. Wagner, Jr.
                         Hunton & Williams
                         4100 Bank of America Plaza
                         600 Peachtree Street
                         Atlanta, Georgia 30308
                         Telecopy Number:    (404) 888-4190


or  to  such other address as Alimenta shall have directed  in
accordance with this Section 9.

          If to Cargill: Cargill, Incorporated
                         15407 McGinty Road West
                         Law Department/24
                         Wayzata, Minnesota 55391-2399
                         Attention:  Peanut Dept. Attorney
                         Telecopy Number:    (612) 742-6349

or  to  such  other address as Cargill shall have directed  in
accordance with this Section 9.


RESOLUTION OF DISPUTES


          Mediation.  If a dispute or disagreement arising out
          of,  or relating to, the interpretation, performance
          or  breach of this Agreement or any amendment hereto
          (a  "Dispute")  exists, any  party  may  submit  the
          reasons  for its position, in writing, to the  other
          party(ies)  and require the other party(ies)  within
          ten   (10)  days  to  submit  the  reasons  for  its
          position, in writing, to the first party and to then
          enter  into  good faith negotiations to  attempt  to
          resolve  the  Dispute.  If such  Dispute  cannot  be
          settled  by  good  faith  negotiation  between   the
          parties  within  thirty (30)  days  after  the  last
          written  submission is due, then any  party  to  the
          Dispute  may require that the Dispute be  submitted,
          in  writing, for resolution to an executive  officer
          of   each   party.   All  negotiations  and  written
          statements  conducted  or  made  pursuant  to   this
          Section  are  confidential and shall be  treated  as
          compromise and settlement negotiations for  purposes
          of  the  U.S.  Federal Rules of Evidence  and  state
          rules  of  evidence.  If the parties reach agreement
          pertaining to any Dispute pursuant to the procedures
          set  forth in this Section, such agreement shall  be
          reduced to writing, signed by the parties and  shall
          be final and binding upon both parties.


          Arbitration.   If any Dispute shall  not  have  been
          resolved through the use of the procedures specified
          in  Section  10.1  within sixty  (60)  days  of  the
          initial written submission of the issue by one party
          to  the  other,  then any party to the  Dispute  may
          initiate  an  arbitration  in  accordance  with  the
          provisions of this Section 10.2.  The Dispute  shall
          be  submitted  to  and  settled  by  arbitration  in
          accordance with the Commercial Arbitration Rules  of
          the American Arbitration Association, now in effect,
          except  to  the extent modified herein.  Unless  the
          parties   shall   mutually  agree   otherwise,   any
          arbitration hearings shall be conducted in or  about
          Atlanta,  Georgia.  The decision of the  arbitrators
          shall  be  final and binding upon, and  unappealable
          by,  the  parties to such arbitration.  Judgment  on
          the  award  rendered  may be entered  in  any  court
          having  jurisdiction thereof. The arbitrators  shall
          not  be  empowered  to award punitive  or  exemplary
          damages.   If there are two parties to the  Dispute,
          each party shall, within thirty (30) days of receipt
          of  notice that a party has referred the Dispute  to
          arbitration,  appoint  one  arbitrator  and,  within
          thirty  (30) days of the appointment of the last  of
          such  two  arbitrators  the  two  arbitrators  shall
          appoint a third arbitrator.  If either party or  the
          two   arbitrators   fail  to   timely   appoint   an
          arbitrator,  the said arbitrator shall be  appointed
          by  the American Arbitration Association.  If  there
          are more than two parties to the Dispute, unless the
          parties to the Dispute agree otherwise, the American
          Arbitration    Association   shall    appoint    the
          arbitrator(s).  The arbitrator(s) shall  permit  the
          parties  to  conduct  discovery  pursuant  to  rules
          established by the arbitrator(s).   Unless otherwise
          determined  by the arbitrator(s), the parties  shall
          bear  their  respective costs incurred in connection
          with  the  procedures  described  in  this  Section,
          except that the parties shall share equally the fees
          and  expenses of the arbitrators.  The parties shall
          require  the  arbitrators to make a decision  within
          sixty  (60)  days of the appointment  of  the  third
          arbitrator.


          Provisional  Remedies.  The procedures specified  in
          this  Section  10  shall be the sole  and  exclusive
          procedures for the resolution of Disputes; provided,
          however, a party, without prejudice to the mandatory
          procedures of this Section, may file a complaint for
          purposes  of tolling the statute of limitations,  or
          seek  a  preliminary injunction or other provisional
          judicial relief, if in its sole judgment such action
          is  necessary  to  avoid irreparable  damage  or  to
          preserve  the  status  quo.   Notwithstanding   such
          action, the parties will continue to participate  in
          good  faith  in  the  procedures specified  in  this
          Section.


          Tolling  Statute  of  Limitations.   All  applicable
          statutes  of limitation and defenses based upon  the
          passage of time shall be tolled while the procedures
          specified in this Section are pending.  The  parties
          will   take   such  action,  if  any,  required   to
          effectuate such tolling.


SPECIAL PROVISIONS


          Option  to Purchase Cargill's Interest.  The Company
          shall   have  the  right  and  option  to   purchase
          Cargill's  Interest for Twenty-Five Million  Dollars
          ($25,000,000) effective July 1, 2002.   The  Company
          may   exercise  its  option  to  purchase  Cargill's
          Interest only with the unanimous written approval of
          ADM,  Alimenta  and Gold Kist.   ADM,  Alimenta  and
          Gold   Kist  shall  confer  and  determine  if  such
          unanimous  approval  can be obtained  on  or  before
          April  15, 2002.  If one or two but not all of  ADM,
          Alimenta and Gold Kist approve the exercise of  such
          option,  the  non-electing  parties  may  reconsider
          their  decision.  If one or two but not all of  ADM,
          Alimenta and Gold Kist approve the exercise  of  the
          Company's option to purchase Cargill's Interest, the
          Company  shall  be  deemed to have  transferred  and
          assigned (without further act) this right and option
          to  the  Member  or Members approving the  Company's
          exercise  of  this option and such  Member(s)  shall
          thereafter  have  the right and option  to  purchase
          Cargill's  Interest for twenty-five million  dollars
          ($25,000,000) effective July 1, 2002.  For  purposes
          of  this  Section 11.1, the Company or the Member(s)
          which  exercise  the  option to  purchase  Cargill's
          Interest,  as  the  case  may  be,  are  hereinafter
          referred  to as the "Optionee."  The Optionee  shall
          give  Cargill  written  notice  of  its  intent   to
          exercise  this option no sooner than June  1,  2002,
          and  no  later than July 1, 2002, at which time  the
          option  and right shall expire and become  null  and
          void.  The closing for such sale shall occur, unless
          the parties otherwise agree, on or before August 31,
          2002.  At the closing Cargill shall execute or cause
          to  be  executed any and all documents necessary  to
          transfer  completely of record and beneficially  the
          Interest being transferred free and clear of any and
          all  liens,  encumbrances, or pledges of  any  kind,
          including    the   delivery   of   any   certificate
          representing  the  Interest being transferred,  duly
          endorsed  for transfer, and the Optionee shall  make
          payment   therefore   by  wire   transfer   of   the
          $25,000,000 in immediately available funds.  In  the
          event  the Optionee exercises the option to purchase
          Cargill's   Interest,   the  Optionee   shall   also
          purchase, and Cargill shall sell, Cargill's oil mill
          located  in  Dawson, Georgia for  a  purchase  price
          equal  to one hundred twenty-five percent (125%)  of
          the net book value of such oil mill as reflected  on
          Cargill's  financial statements as  of  the  closing
          determined  in accordance with GAAP and the  closing
          of  the  purchase and sale of such  oil  mill  shall
          occur   simultaneously  with  the  closing  of   the
          purchase  and  sale of Cargill's Interest.   In  the
          month of March, 2002, Cargill agrees to provide ADM,
          Alimenta   and  Gold  Kist  with  such   information
          regarding the net book value of Cargill's  oil  mill
          as shall be reasonably requested.  Upon the transfer
          by  Cargill  of  its  Interest,  at  its  discretion
          Cargill   shall   be  released  from   any   further
          obligation   under   any  ancillary   agreement   or
          arrangement  associated with the Company,  including
          without limitation any guaranty and/or reimbursement
          agreement  with  regard  to  the  financing  of  the
          Company,  except to the extent that such  obligation
          arose from or was based upon events or circumstances
          that   existed  prior  to  the  effective  date   of
          Cargill's   transfer  of  its  Interest,  including,
          without limitation, those incurred but not reported.
          Notwithstanding   the  foregoing,  the   twenty-five
          million  dollars ($25,000,000) purchase price  shall
          be  reduced  to  the extent of any value  added  tax
          applicable  to the Fondo de Comercio, as  such  term
          was  defined  in  the Membership Purchase  Agreement
          dated March 30, 2000 between the Members ("Fondo VAT
          Tax")  that has not been recovered by Golden  as  of
          the  closing date of the purchase pursuant  to  this
          Section, provided, however, that the Fondo  VAT  Tax
          shall  be reduced on a first in, first out basis  by
          the  value added tax recovered by Golden from  April
          1,  2000  until the closing date, and to the  extent
          assignable,  Golden shall transfer and convey  value
          added  tax credits equal to the reduction to Cargill
          or  its Affiliate.  The foregoing sentence shall  be
          null  and  void in the event the law or  regulations
          regarding value added tax in Argentina which  effect
          peanuts  is  adversely changed or  modified  between
          March 30, 2000 and the closing date pursuant to this
          section.  Any outstanding claims by Golden  for  the
          Fondo VAT Tax refund as of the closing date shall be
          paid  over  to Cargill upon its receipt, up  to  the
          amount  of  the  reduction  of  the  purchase  price
          hereunder.


          Option to Purchase Oil Mill.  The Company shall have
          the  right and option, at any time between  July  1,
          2002  and  June 30, 2003, upon not less than  thirty
          (30)  days  advance written notice  to  Cargill,  to
          purchase  Cargill's oil mill at Dawson, Georgia  for
          the  net  book  value thereof as  reflected  on  the
          financial statements of Cargill as of the closing as
          determined in accordance with GAAP.  The Company may
          exercise this option to purchase Cargill's oil  mill
          only  upon  the unanimous written approval  of  ADM,
          Alimenta  and  Gold  Kist.  At the  closing  Cargill
          shall  execute or cause to be executed any  and  all
          documents necessary to transfer completely of record
          and  beneficially the oil mill and all related sales
          and  services  agreements, etc.,  being  transferred
          free  and  clear of any and all liens, encumbrances,
          or  pledges of any kind, and the Company shall  make
          payment  therefore by wire transfer of the  purchase
          price  in immediately available funds.  In the event
          of  the  purchase of Cargill's oil mill pursuant  to
          Section  11.1  or 11.2, the purchaser thereof  shall
          also  purchase  the  inventory of  peanut  goods  or
          products  and  the purchase and sale  contracts  for
          peanut  goods  or products related to Cargill's  oil
          mill at the fair market value thereof.


     (a)  Definitions.   For purposes of this  Agreement,  the
          following terms shall have the following meanings:

                    "Additional  Peanuts"  -  edible   peanuts
                    grown  in  the United States  which  under
                    applicable  law  and regulations  must  be
                    exported from the United States or sold as
                    edible   peanuts  by  the  United   States
                    federal government for export.

                    "African  Peanuts" - edible peanuts  grown
                    in   the   African  continent   with   the
                    exception of the country of South Africa.

                    "Company  Oil Stock" - Oil Stock owned  by
                    Company  as  a  result  of  its  shelling,
                    blanching  or  remilling  operations,  for
                    sale  and use, including Domestic  Sheller
                    Residue Oil Stock acquired by Company in a
                    trade or swap in like amounts with another
                    sheller  of  Company Oil  Stock  for  such
                    Domestic Sheller Residue Oil Stock.

                    "Domestic  Government  Farmer   Stock"   -
                    Farmer  stock which is sold by the  United
                    States federal government, but only to the
                    extent sold for crushing within the United
                    States.

                    "Domestic Sheller Residue Oil Stock" - Oil
                    Stock,   other  than  Company  Oil  Stock,
                    Domestic  Government Oil Stock and  Export
                    Government Oil Stock, for sale and use.

                    "Export Government Farmer Stock" -  Farmer
                    stock  which is sold by the United  States
                    federal  government for  export  from  the
                    United States.

                    "Export Sheller Residue Oil Stock"  -  Oil
                    Stock,   other  than  Company  Oil  Stock,
                    Domestic   Sheller  Residue   Oil   Stock,
                    Domestic   Government  Farmer  Stock   and
                    Export Government Farmer Stock, for export
                    from the United States.

                    "Oil   Products"    -  non-edible   peanut
                    products, including peanut oil and  peanut
                    meal, but excluding Oil Stock.

                    "Oil   Stock"   -  peanut  skins,   peanut
                    fragments,  or peanuts to be processed  or
                    crushed  to make peanut oil, peanut  meal,
                    and   any   other  byproducts  from   such
                    processes.

                    "Other  Origin  Peanuts" - edible  peanuts
                    grown anywhere in the world except in  the
                    United States.

                    "Quota Peanuts" - edible peanuts grown  in
                    the  United  States which under applicable
                    law and regulations may be disposed of  in
                    the United States.

                    "Specialty  Oil   and  Related   Products"
                    -peanut  flour, peanut butter and aromatic
                    peanut oil.


          Peanut Transactions.

                    Among  the Members, their Affiliates,  and
                    the Company, the Company shall be the sole
                    seller, purchaser, processor, handler  and
                    marketer   of  Quota  Peanuts,  Additional
                    Peanuts,   Other   Origin   Peanuts    and
                    Specialty  Oil and Related Products.   The
                    Members  and their Affiliates,  shall  not
                    engage  in  transactions  involving  Quota
                    Peanuts, Additional Peanuts, Other  Origin
                    Peanuts  and  Specialty  Oil  and  Related
                    Products,  provided  however,   that   the
                    Members  and their Affiliates  may  resell
                    any  such  products if they purchase  such
                    products       from      the      Company.
                    Notwithstanding   the    foregoing,    (A)
                    Alimenta,  or  its  Affiliate,  may  sell,
                    purchase,  process, handle  and/or  market
                    African Peanut, and (B) any Member, or  an
                    Affiliate  thereof,  may  sell,  purchase,
                    process,  handle  and/or  market  aromatic
                    peanut oil.

                    GPX, Inc. or Company appointed third party
                    agents  shall  be the Company's  exclusive
                    marketing agents outside the United States
                    for  Quota Peanuts, Additional Peanuts and
                    Specialty Oil  and Related Products of the
                    Company.

                    The  Members and Affiliates of Members may
                    engage  in transactions involving Domestic
                    and   Export   Government  Farmer   Stock,
                    Domestic  and Export Sheller  Residue  Oil
                    Stock,  Oil Products or Oil Stock for  its
                    own  account,  including the handling  and
                    processing    thereof.    Unless    Golden
                    acquires  Cargill's oil mill  pursuant  to
                    Section   11.1   or  11.2,  any   Domestic
                    Government   Farmer  Stock   or   Domestic
                    Sheller Residue Oil Stock acquired by  the
                    Company shall be offered and sold  by  the
                    Company to the Members pursuant to Section
                    11.3(b)(iv).

                    Company Oil Stock will be offered and sold
                    to  all  Members or one of each  of  their
                    Affiliate(s)  pursuant  to  the  following
                    process.   Golden shall sell  its  Company
                    Oil  Stock  by  conducting an  auction  by
                    progressively higher oral outcry among its
                    Members,    or   a   Member's   designated
                    Affiliate,  as the case may be,  at  times
                    periodically set by Golden.  Such  auction
                    may   be   conducted   via   a   telephone
                    conference call.  Golden shall  offer  its
                    Company  Oil  Stock  by individual  units,
                    which   may  range from a minimum  of  one
                    month of Golden's production thereof  from
                    one  specific plant location to all months
                    of  production in a specific crop year  at
                    all  or  a combination of Golden's plants,
                    each   at  Company's  discretion.   Golden
                    shall   not  offer  less  than  a  month's
                    production  at a particular  plant,  offer
                    Company  Oil Stock as one unit  from  more
                    than  a  single crop year, or offer  units
                    from  other  than the current  crop  year.
                    Any   Member   not  participating   in   a
                    particular auction will be deemed to  have
                    declined  to  participate or purchase  any
                    Company   Oil   Stock  offered   in   that
                    particular auction.  The highest and  thus
                    winning   bidder  for  any  unit   offered
                    automatically  receives that  fraction  of
                    the  unit offered computed by dividing the
                    number   1   by   the  total   number   of
                    participants, which with four Members  can
                    be   no   less   than  1/4.   Each   other
                    participant  in the auction can  also  buy
                    the  same  fraction of  the  unit  at  the
                    winning   bid   price.   If   the    other
                    participant(s)  declines  to  purchase  at
                    that  price, the winning bidder can  elect
                    to  buy the declining participant's  share
                    at  such  price.   If the  winning  bidder
                    declines  to purchase all of the remaining
                    fractions of the unit at such price and  a
                    portion  of the unit thus remains  unsold,
                    another   auction  shall  immediately   be
                    conducted  on the same terms  as  provided
                    herein  with regard to the winning  bidder
                    purchasing  a  fractional  amount  of  the
                    portion  of the original unit offered  and
                    the  other participants having a right  to
                    purchase  a  fractional  amount   at   the
                    winning  bid price.  This auction  process
                    shall be repeated until all of the offered
                    unit(s) are sold, provided, however,  that
                    if any volume of a particular unit remains
                    unsold  after  three  rounds  of  bidding,
                    Golden  shall  have  the  option  to   not
                    conduct  another round of the auction  and
                    instead withdraw and offer such peanuts at
                    a   later  time  at  its  discretion.  The
                    Members  and  Golden  shall  agree  on   a
                    quality standard for the Company Oil Stock
                    and  a  deduction from the purchase  price
                    for  all  loads  that fail  to  meet  such
                    standard.  All units shall be offered  and
                    purchase  on  an  FOB  plant  basis.   The
                    President    of   Golden   may   establish
                    reasonable   procedural  rules   for   the
                    auction process except for rules regarding
                    minimum  bids or overbids.  If any  volume
                    of  a particular unit remains unsold after
                    three  (3) rounds of bidding, Golden shall
                    have  the right to dispose of such  volume
                    to  purchasers other than the  Members  if
                    and  to  the  extent  necessary  to  avoid
                    incurring  storage charges to third  party
                    warehouses.    The  provisions   of   this
                    Subsection 11.3(b)(iv) shall terminate  in
                    the  event Golden purchases Cargill's  oil
                    mill.


EVENTS OF DEFAULT AND REMEDIES


          Definition  of  Events of Defaults.   The  following
          events shall constitute Events of Default:


               Failure  by  a  Member  to  make  any  required
               capital  contribution  to  the  Company  within
               thirty  (30)  days after receiving notice  that
               the   same  is  due  (a  "Capital  Contribution
               Default");


               Failure by a Member to perform any of the other
               material terms and conditions of this Agreement
               and failure thereafter to cure such failure  to
               perform  within 45 days after receiving written
               notice of such failure from at least two  other
               Members;


               The  occurrence of any of the following  events
               with respect to a Member:

                    The  Member shall be adjudicated insolvent
                    or  bankrupt,  or shall file any  petition
                    seeking         any        reorganization,
                    rehabilitation, liquidated, dissolution or
                    similar relief under federal or state laws
                    relative  to  bankruptcy,  insolvency   or
                    other   relief  for  debtors  ("Bankruptcy
                    Laws"),  or  the  Member  shall  seek   or
                    acquiesce  in  the  appointment   of   any
                    custodian,  trustee, receiver, conservator
                    or  liquidator of such Member or of all or
                    a  substantial  part of its properties  or
                    its interest in the Company; or

                    The  Member  shall permit  or  suffer  the
                    filing  of an involuntary petition against
                    it     seeking     any     reorganization,
                    rehabilitation,  liquidation,  dissolution
                    or  similar  relief under Bankruptcy  Laws
                    and  such petition shall have been granted
                    or not dismissed within 90 days of filing;
                    or

                    The Member permits or suffers a custodian,
                    trustee,    receiver,    conservator    or
                    liquidator  of it or all or a  substantial
                    part  of its property or interest  in  the
                    Company   to  be  appointed  without   the
                    consent   of   such   Member   and    such
                    appointment  shall  remain  unvacated  and
                    unstayed  for  ninety (90)  days  with  or
                    without the acquiescence of such Member.


          Remedies.  If any Event of Default shall occur,  the
          non-defaulting  Members, acting  by  a  majority  in
          Interest,  shall  have  the  following  remedies  in
          addition  to all other rights and remedies available
          at law or in equity:


               If   the   Event  of  Default  is   a   Capital
               Contribution    Default,   the   non-defaulting
               Members may:

                    contribute   to  the  Company,   in   such
                    relative  amounts  as  the  non-defaulting
                    Members  shall  between themselves  agree,
                    for   such  non-defaulting  Members'   own
                    capital  accounts the capital contribution
                    not  paid  by  the  defaulting  Member  in
                    exchange  for  an  increase  in  the  non-
                    defaulting  Members' respective Interests.
                    In   such   event,   each   non-defaulting
                    Member's  Interest shall increase  to  the
                    percentage represented by a fraction,  the
                    numerator of which is the amount  of  such
                    Member's capital account immediately prior
                    to  any  payment  by  it  of  the  capital
                    contribution  plus  the  amount   of   the
                    capital  contribution paid by it, and  the
                    denominator  of which is the  sum  of  all
                    Members'   capital  accounts   immediately
                    prior  to  any  payment of the  additional
                    capital  contributions plus the amount  of
                    the additional capital contributions.  The
                    defaulting  Member's Interest  shall  then
                    equal the result of subtracting the sum of
                    the non-defaulting Members' Interests from
                    one hundred percent (100%); or

                    treat  the amount of such required capital
                    contribution as a sum of money owed to the
                    Company  by  the  defaulting  Member,  due
                    immediately, with interest at the rate  of
                    either (A) two (2) percentage points above
                    the  per  annum rate of interest published
                    from  time  to  time in  the  Wall  Street
                    Journal as being the "prime rate" (or  the
                    average of such rates), adjusted daily, or
                    (B)  the highest lawful rate permitted  by
                    applicable  law, whichever  is  less  (the
                    "Default  Rate"),  and may  file  suit  to
                    collect such debt; or

                    advance   on   behalf  of  the  defaulting
                    Member,  in such relative amounts  as  the
                    non-defaulting   Members   shall   between
                    themselves agree, to or for the benefit of
                    the  Company  the amount of such  required
                    additional  capital  contribution,   which
                    advances shall be considered a debt due on
                    demand  from the defaulting Member to  the
                    non-defaulting   Members  repayable   with
                    interest   at  the  Default   Rate.    Any
                    distributions  of  the  Company  otherwise
                    allocable  to the defaulting Member  shall
                    be  paid  directly  to the  non-defaulting
                    Members  on  account  of  such  respective
                    obligations,  to  be  applied   first   to
                    interest  and  next to principal  of  such
                    debt; or

                    take  any  combination of or all  of  such
                    actions  described in (i), (ii)  or  (iii)
                    above,   without  the  necessity   of   an
                    election of remedies.


               If the Event of Default is other than a Capital
               Contribution    Default,   the   non-defaulting
               Members  may, without notice to the  defaulting
               Member,  cure such default for the account   of
               and  at  the expense of the defaulting  Member,
               and  the  full  amount  so expended,  including
               reasonable  accountants' and  attorneys'  fees,
               shall be deemed a debt of the defaulting Member
               to the non-defaulting Members, due immediately,
               with interest at the Default Rate, and the non-
               defaulting  Members may file  suit  to  collect
               such debt.


               If  any  Event  of  Default  occurs,  the  non-
               defaulting  Members shall have  the  option  to
               dissolve the Company and to wind up the affairs
               of  the  Company,  and any amount  due  by  the
               defaulting Member to the non-defaulting Members
               hereunder  shall be offset from the  defaulting
               Member's   distribution   pursuant    to    the
               dissolution and paid over to the non-defaulting
               Members.


          Rights  of  Defaulting Members.   If  any  Event  of
          Default  described  in Section  12.1(a)  or  12.1(b)
          shall occur, the defaulting Member, during such time
          as  it  shall remain in default, shall not have  any
          voice  in  the  management  and  operation  of   the
          Company,  nor  have any rights which it  would  have
          under  the  terms of this Agreement to transfer  any
          part  of  its  Interest in the  Company,  except  as
          otherwise expressly provided under the terms of this
          Section  12.   During such time, the  non-defaulting
          Members  shall  have the right to make  all  of  the
          management  decisions for the Company without  first
          having  to  obtain the consent or  approval  of  the
          defaulting  Member.   The  defaulting  Member  shall
          continue   to   be   obligated   to   make   capital
          contributions  as required by this  Agreement.   The
          Member  in default shall also continue to  bear  its
          share  of any losses of, and be entitled to  receive
          its  share of any profits or distributions from, the
          Company, subject to offset as otherwise provided  in
          this Section 12.


MISCELLANEOUS


          Further  Assurances.  The parties to this  Agreement
          and   their   respective  permitted  successors   or
          transferees  hereby  agree  to  provide  all   other
          information,   execute  and  deliver   any   further
          instruments  or documents, and take or forbear  from
          any further acts, that may be reasonably required or
          useful  to carry out the intent and purpose of  this
          Agreement,  provided  that  none  of  the  foregoing
          actions  is  inconsistent  with  any  express  terms
          hereof.


          Amendments.   This Agreement may not be modified  or
          amended  except  in writing signed  by  all  of  the
          Members.


          Headings.   Section headings used in this  Agreement
          are  for convenience and reference only, and are not
          to  be  considered in construing the terms  of  this
          Agreement.


          Usage.   Whenever the context may require, any  noun
          or   pronoun   used   herein   shall   include   the
          corresponding  masculine, feminine or neuter  forms.
          The singular form of nouns, pronouns and verbs shall
          include the plural and vice versa.


          Applicable Law.  This Agreement shall be governed by
          and  construed in accordance with the  laws  of  the
          State of Georgia.


          Severability.  Every provision of this Agreement  is
          intended  to  be  severable,  and  if  any  term  or
          provision hereof shall be declared illegal,  invalid
          or  in conflict with the Act, such term or provision
          shall  be ineffectual and void, and the validity  of
          the  remainder  of  this  Agreement  shall  not   be
          affected thereby.


          Counterparts.  This Agreement may be executed in any
          number  of counterparts, each of which shall  be  an
          original  but all of which together will  constitute
          one  instrument,  binding upon all  parties  hereto,
          notwithstanding  that all of such  parties  may  not
          have executed the same counterpart.


          No  Agency.   Nothing contained  in  this  Agreement
          shall  constitute  the Members  as  agents  for  one
          another,  or render any Member liable for any  debts
          or obligations which are incurred, outside the scope
          of the authority granted by this Agreement.


          Entire  Agreement.  This Agreement  constitutes  the
          entire  agreement among the Members  and  supersedes
          all  prior  agreements  and  understandings  of  the
          Members  in  connection herewith.  No change  in  or
          additions  to  this Agreement shall be binding  upon
          any  Members unless and until in writing and  signed
          by an authorized representative of each Member.


          No Third Party Beneficiaries.  All obligations of  a
          Member   under   this   Agreement,   including   the
          obligations     to    make    additional     capital
          contributions,  are imposed solely  and  exclusively
          for  the benefit of the Members, and no other Person
          shall  having  standing to require  satisfaction  of
          such  obligations and no other Person  shall,  under
          any circumstances, be deemed to be a beneficiary  of
          such obligations, any and all of which a Member  may
          freely waive in whole or in part at any time.


          Waiver  of  Petition Rights.  Except  as  set  forth
          herein   with   respect  to  procedures    for   the
          dissolution of the Company each Member hereby waives
          all  rights it may at any time have to maintain  any
          action  for  the  partition of any property  now  or
          hereafter acquired by the Company.


          Interest  Rate.  Unless otherwise specified  herein,
          whenever  interest  is payable  on  any  amount  due
          pursuant  to this Agreement, such interest shall  be
          at a rate equal to the then prevailing cost of funds
          to the Company.


          Representatives and Warranties.  Each  of  Alimenta,
          ADM,   Cargill  and  Gold  Kist  hereby  represents,
          warrants and covenants to each of the other Members,
          as of the date of this Agreement, as follows:


               It  is  a  corporation duly organized,  validly
               existing and in good standing under the laws of
               the  state of its incorporation, with power and
               authority to own its property and to  carry  on
               its business as now conducted and has the power
               and  authority  to  execute  and  deliver  this
               Agreement.


               The  execution  and  delivery  by  it  of  this
               Agreement  and the performance  by  it  of  its
               obligations   hereunder,   have    been    duly
               authorized by all requisite corporate action on
               its  part, and do not and will not violate  any
               provision  of any law, rule or regulation,  any
               judgment,  order  or ruling  of  any  court  or
               governmental    agency,   its    articles    or
               certificate of incorporation or bylaws, or  any
               indenture,  agreement or  other  instrument  to
               which  it is a party or by which it or  any  of
               its  properties  are bound, or be  in  conflict
               with, result in a breach of, or constitute upon
               notice  or  lapse  of time or both,  a  default
               under  any such indenture, agreement  or  other
               instrument.  It is not subject to or in default
               under any order, writ, injunction or decree  of
               any  court  or  governmental  authority,  which
               would  affect its entrance into this  Agreement
               or any exhibit hereto, or the performance by it
               of its obligations hereunder or thereunder.


               This  Agreement will constitute, upon the valid
               execution  and delivery hereof by  all  parties
               hereto,    its   legal,   valid   and   binding
               obligations,   enforceable   against   it    in
               accordance with its terms.


               There   are  no  outstanding  actions,   suits,
               claims,  investigations  or  other  proceedings
               pending,  or, to the knowledge of its officers,
               threatened,  against  it  which  could  have  a
               material  adverse  effect on  the  business  or
               properties  of  the Company, and  there  is  no
               reasonable basis upon which the same  could  be
               brought or initiated.


          New  or  Resumed Operations.  In the  event  Company
          opts  to  start  or resume certain operations  at  a
          facility or location that had not been operating  in
          such  capacity  on the date of this  Agreement,  any
          Member shall have the option of  having a "Phase  I"
          environmental   evaluation   conducted   upon   such
          facility  or  location prior to the commencement  of
          such  operations.  For example, if the Company  were
          to resume shelling operations at a facility which is
          not operating as a shelling facility on the date  of
          this Agreement, any Member would have the option  of
          conducting a "Phase I" environmental evaluation upon
          such  facility or location prior to the commencement
          of such shelling operations.


          Authorization.  The  Members  authorize   James   W.
          Dorsett, as President of the Company, to execute and
          deliver,  by  and  on behalf of  the  Company,  this
          Agreement, the Membership Purchase Agreement of even
          date herewith among the Company and the Members  and
          the  "Ancillary Agreements" referred to therein, and
          any   other   agreements,  deeds,   instruments   of
          conveyance or other documents necessary or desirable
          to consummate the transactions which are the subject
          of  such  agreements. ADM, Alimenta  and  Gold  Kist
          agree   that  James  W.  Dorsett  shall  have   such
          authority   notwithstanding  the  absence   of   any
          approval by representatives of ADM, Alimenta or Gold
          Kist  who  constitute  members of  the  "Partnership
          Committee"  of  Golden  Peanut  Company,  a  general
          partnership.

       IN  WITNESS  WHEREOF,  the  Members  have  caused  this
Agreement  to be signed as of March  30, 2000, by  their  duly
authorized representatives.

                                   GOLD KIST INC.



                                   BY:/s/ Stephen O. West
                                   Title: CFO & Treasurer
Signed, sealed and delivered on
this 30 day of March, 2000,
in the presence of:

/s/ Phyllis N. Gee
Notary Public

Commission Expires:

July 8, 2002

                                   ARCHER-DANIELS-MIDLAND
                                   COMPANY


                                   BY: /s/ D. J. Schmalz
                                   Title: VP & CFO
Signed, sealed and delivered on
this 30 day of March, 2000,
in the presence of:

/s/ Phyllis N. Gee
Notary Public

Commission Expires:

July 8, 2002


                                   ALIMENTA HOLDINGS, INC.


                                   BY:/s/ C. L. Wagner, Jr.
                                   Title: Asst. Secy.

Signed, sealed and delivered on
this 30 day of March, 2000,
in the presence of:


/s/ Phyllis N. Gee
Notary Public

Commission Expires:

July 8, 2002


                                   CARGILL, INCORPORATED


                                   BY: /s/ Ronald G. Dudley
                                   Title: President Cargill
                                   Peanut Products

Signed, sealed and delivered on
this 30 day of March, 2000,
in the presence of:


/s/ Phyllis N. Gee
Notary Public

Commission Expires:

July 8, 2002

12742

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>0009.txt
<DESCRIPTION>EXHIBIT B-10(H)(9)
<TEXT>

                      EXHIBIT B-10(h)(9)


                      EIGHTH AMENDMENT TO
                        CREDIT AGREEMENT

     This Eighth Amendment to Credit Agreement (this
"Amendment"), dated as of June 22, 2000 is made and entered
into by and among GOLD KIST INC., a cooperative marketing
association organized and existing under the laws of the State
of Georgia (the "Borrower"), the various banks and other
lending institutions parties hereto (collectively, the
"Lenders" and individually, a "Lender"), and COOPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH ("Rabobank") as Agent for the Lenders.


                      W I T N E S S E T H:

     WHEREAS, the parties hereto are parties to that certain
Credit Agreement, dated as of August 4, 1998, as amended by
the First Amendment dated September 30, 1998, as amended by
the Second Amendment dated October 13, 1998, as amended by the
Third Amendment dated December 3, 1998, as amended by the
Fourth Amendment dated as of April 30, 1999,  as amended by
the Fifth Amendment dated as of November 29, 1999, as amended
by the Sixth Amendment dated as of December 21, 1999, and as
amended by the Seventh Amendment dated as of March 20, 2000
(the "Credit Agreement"); and

     WHEREAS, the Borrower has requested that the Lenders
modify the definition of "Borrowing Base" contained in the
Credit Agreement;

     NOW, THEREFORE, in consideration of the premises and for
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:

     Section  1.  Amendments.   The terms of the Credit
Agreement are hereby amended as follows:

               Amendments to Section 1.1.

          (i)  The definition of "Applicable Percentage"
contained in Section 1.1 of the Credit Agreement is amended by
deleting it in its entirety and  substituting the following
therefor:

                    "Applicable Percentage" shall mean , with
     respect to the Revolving Loans and the 364-Day Loans, a
     per annum rate of two and one-half percent (2.50%), and
     with respect to the facility fee due on the Revolving
     Loans and the 364-Day Loans, a per annum rate of three-
     tenths of one percent (0.30%).

          (ii)  The definition of "Base Rate" contained in
Section 1.1 of the Credit Agreement is amended by deleting it
in its entirety and  substituting the following therefor:

                    "Base Rate" shall mean the higher of (a)
     the Rabobank Base Rate plus one and one-quarter percent
     (1.25%) per annum or (b) the Federal Funds Rate plus one-
     half of one percent (0.5%) per annum.

          (iii)  The definition of "Borrowing Base" contained
in Section 1.1 of the Credit Agreement is amended by deleting
it in its entirety and  substituting the following therefor:

                    "Borrowing Base" shall mean, as of the end
     of any calendar month, an amount equal to the sum of :
     (i) 80% of all Eligible Receivables as of such date of
     determination; plus (ii) 50% of Eligible Inventory as of
     such date of determination; plus (iii) during any period
     that the Lenders have a perfected, first priority
     security interest in the ADM Shares, 80% of the Market
     Value of ADM Shares as of such date of determination;
     plus (iv) 60% of the value of Borrower's Broilers, valued
     at the lower of cost or market, less any amounts due
     growers in respect of Borrower's Broilers; plus (v) $0.50
     for each of the Borrower's Breeder Chickens.

          (ii)  The following defined terms are added to
Section 1.1 of the Credit Agreement:

                    "Breeder Chickens" shall mean chickens
     used primarily for breeding purposes and not held
     primarily for sale.

                    "Broilers" shall mean those chickens the
     Borrower intends to process for sale.



     Section 2.  Conditions Precedent.  This Eighth Amendment
and the obligations of the Lenders evidenced hereunder shall
not be effective until the Administrative Agent shall have
received a Certificate executed by the Chief Executive Officer
or Chief Financial Officer of the Borrower stating that, to
the best of his knowledge and based upon an examination
sufficient to enable him to make an informed statement, (i)
all of the representations and warranties made or deemed to be
made under the Credit Agreement are materially true and
correct as of the date of this Eighth Amendment to Credit
Agreement, and (ii) no Default or Event of Default exists.

     Section 3.  Reference to and Effect on the Credit
Agreement and the Other Loan Documents.

          (a)       On and after the date hereof, each
reference in the Credit Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import
referring to the Credit Agreement, and each reference in the
other Loan Documents to the "Credit Agreement," "thereunder,"
"thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Credit
Agreement as amended hereby.

          (b)       Except as specifically amended by this
Amendment, the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified
and confirmed.
          (c)       The execution, delivery and performance of
this Amendment shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as a
waiver of any right, power or remedy of the Administrative
Agent or any Lender under the Credit Agreement or any of the
other Loan Documents.

     Section 4.  Miscellaneous.

          (a)       Section and Subsection Headings.   Section
and Subsection headings in this Amendment are included herein
for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any
substantive effect.

          (b)       Governing Law.   This Amendment and the
rights and obligations of the parties hereunder shall be
governed by, and shall be construed and enforced in accordance
with, the laws of the State of Georgia.

          (c)       Counterparts; Effectiveness.  This
Amendment may be executed in any number of counterparts and by
different parties hereto and separate counterparts, each of
which when so executed and delivered shall be deemed an
original, but all such counterparts taken together shall
constitute but one and the same instrument; signature pages
may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages
are physically attached to the same document.  This Amendment
shall become effective upon the execution of a counterpart
hereof by the Borrower and the Required Lenders and receipt by
the Borrower and the Administrative Agent of written or
telephonic notification of such execution and authorization or
delivery thereof.


     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their
respective officers thereunto duly authorized as of the date
first above written.

                         GOLD KIST INC.


                         By: /s/ Stephen O. West
                         Name: Stephen O. West
                         Title: Chief Financial Officer and
                         Treasurer


                         COOPERATIEVE CENTRALE RAIFFEISEN-
                         BOERENLEENBANK B.A., "Rabobank
                         Nederland", NEW YORK BRANCH,
                         individually and as Agent


                         By: /s/ Edward Peyser
                         Name: Edward Peyser
                         Title: Executive Director

                         By: /s/ Hans F. Breukhoven
                         Name:  Hans F. Breukhoven
                         Title: Vice President



                         SUNTRUST BANK, ATLANTA



                         By: /s/ Gregory L. Cannon
                         Name: Gregory L. Cannon
                         Title: Director

                         By:
                         Name:
                         Title:


                         WACHOVIA BANK, N.A.



                         By: /s/ Thomas L. Gleason
                         Name: Thomas L. Gleason
                         Title: Senior Vice President




                         COBANK, ACB



                         By: /s/ Greg E. Somerhalder
                         Name: Greg E. Somerhalder
                         Title: Vice President


                         HARRIS TRUST AND SAVINGS BANK


                         By: /s/ John R. Carley
                         Name: John R. Carley
                         Title: Vice President



                         U.S. BANCORP AG CREDIT, INC.


                         By:
                         Name:
                         Title:

                         By: /s/ Douglas S. Hoffner
                         Name: Douglas S. Hoffner
                         Title: V. P.



                         DG BANK DEUTSCHE
                         GENOSSENCHAFTSBANK AG,
                         CAYMAN ISLANDS BRANCH


                         By: /s/ J. W. Somers
                         Name: J. W. Somers
                         Title: S.V.P.

                         By: /s/ Kurt A. Morris
                         Name: Kurt A. Morris
                         Title: Vice President


                   [Final page of signatures]

[12786]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>0010.txt
<DESCRIPTION>EXHIBIT B-10(H)(10)
<TEXT>

                      EXHIBIT B-10(h)(10)


                      NINTH  AMENDMENT TO
                        CREDIT AGREEMENT

     This Ninth Amendment to Credit Agreement (this
"Amendment"), dated as of June 23, 2000 is made and entered
into by and among GOLD KIST INC., a cooperative marketing
association organized and existing under the laws of the State
of Georgia (the "Borrower"), the various banks and other
lending institutions parties hereto (collectively, the
"Lenders" and individually, a "Lender"), and COOPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH ("Rabobank") as Agent for the Lenders.


                      W I T N E S S E T H:

     WHEREAS, the parties hereto are parties to that certain
Credit Agreement, dated as of August 4, 1998, as amended by
the First Amendment dated September 30, 1998, as amended by
the Second Amendment dated October 13, 1998, as amended by the
Third Amendment dated December 3, 1998, as amended by the
Fourth Amendment dated as of April 30, 1999,  as amended by
the Fifth Amendment dated as of November 29, 1999, as amended
by the Sixth Amendment dated as of December 21, 1999, as
amended by the Seventh Amendment dated as of March 20, 2000,
and as amended by the Eighth Amendment dated as of June 22,
2000 (the "Credit Agreement"); and

     WHEREAS, the Borrower has requested that each Lender
increase its Revolving Credit Commitment for a specified
period;

     NOW, THEREFORE, in consideration of the premises and for
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:

     Section  1.  Amendments.   The terms of the Credit
Agreement are hereby amended by deleting the definition of
"Revolving Credit Commitment" contained in Section 1.1 of the
Credit Agreement in its entirety and substituting the
following therefor:


               "Revolving Credit Commitment" shall mean, at
     any time for any Lender, the amount set forth opposite
     such Lender's name below for the periods indicated below,
     as the same may be increased or decreased from time to
     time as a result of any reduction thereof pursuant to
     Section 3.3 of this Agreement, any assignment thereof
     pursuant to Section 10.5 of this Agreement or any
     amendment thereof pursuant to Section 10.2 of this
     Agreement:

Lender                             June 23, 2000  July 6, 2000
                                   through        and
                                   July 5, 2000   thereafter

Cooperatieve Centrale Raiffeisen-  $24,000,000    $20,000,000
Boerenleenbank B.A., "Rabobank
Nederland", New York Branch

SunTrust Bank, Atlanta             $21,600,000    $18,000,000

Wachovia Bank, N.A.                $16,000,000    $16,000,000

CoBank, ACV                        $19,200,000    $16,000,000

Harris Trust and Savings Bank      $12,000,000    $10,000,000

U.S. Bancorp Ag Credit, Inc.       $12,000,000    $10,000,000

DG Bank Deutsche                   $12,000,000    $10,000,000
GenossenchaftsBank AG,
Cayman Islands Branch

               TOTAL              $116,800,000   $100,000,000



     Section 2.  Conditions Precedent.  This Ninth Amendment
and the obligations of the Lenders evidenced hereunder shall
not be effective until the Administrative Agent shall have
received, on behalf of the Lenders,  (a) a Certificate
executed by the Chief Executive Officer or Chief Financial
Officer of the Borrower stating that, to the best of his
knowledge and based upon an examination sufficient to enable
him to make an informed statement, (i) all of the
representations and warranties made or deemed to be made under
the Credit Agreement are materially true and correct as of the
date of this Ninth Amendment to Credit Agreement, and (ii) no
Default or Event of Default exists, and (b) a facility fee of
$15,000 per Lender.

     Section 3.  Reference to and Effect on the Credit
Agreement and the Other Loan Documents.

          (a)       On and after the date hereof, each
reference in the Credit Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import
referring to the Credit Agreement, and each reference in the
other Loan Documents to the "Credit Agreement," "thereunder,"
"thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Credit
Agreement as amended hereby.

          (b)       Except as specifically amended by this
Amendment, the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified
and confirmed.

          (c)       The execution, delivery and performance of
this Amendment shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as a
waiver of any right, power or remedy of the Administrative
Agent or any Lender under the Credit Agreement or any of the
other Loan Documents.

     Section 4.  Miscellaneous.

          (a)       Section and Subsection Headings.   Section
and Subsection headings in this Amendment are included herein
for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any
substantive effect.

          (b)       Governing Law.   This Amendment and the
rights and obligations of the parties hereunder shall be
governed by, and shall be construed and enforced in accordance
with, the laws of the State of Georgia.

          (c)       Counterparts; Effectiveness.  This
Amendment may be executed in any number of counterparts and by
different parties hereto and separate counterparts, each of
which when so executed and delivered shall be deemed an
original, but all such counterparts taken together shall
constitute but one and the same instrument; signature pages
may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages
are physically attached to the same document.  This Amendment
shall become effective upon the execution of a counterpart
hereof by the Borrower and the Required Lenders and receipt by
the Borrower and the Administrative Agent of written or
telephonic notification of such execution and authorization or
delivery thereof.


     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their
respective officers thereunto duly authorized as of the date
first above written.
                         GOLD KIST INC.


                         By: /s/ Stephen O. West
                         Name: Stephen O. West
                         Title: Chief Financial Officer
                         and Treasurer


                         COOPERATIEVE CENTRALE RAIFFEISEN-
                         BOERENLEENBANK B.A., "Rabobank
                         Nederland", NEW YORK BRANCH,
                         individually and as Agent


                         By: /s/ Edward Peyser
                         Name: Edward Peyser
                         Title: Executive Director

                         By: /s/ Hans F. Breukhoven
                         Name:  Hans F. Breukhoven
                         Title: Vice President



                         SUNTRUST BANK, ATLANTA



                         By: /s/ Gregory L. Cannon
                         Name: Gregory L. Cannon
                         Title: Director

                         By:
                         Name:
                         Title:


                         WACHOVIA BANK, N.A.



                         By: /s/ Thomas L. Gleason
                         Name: Thomas L. Gleason
                         Title: Senior Vice President


                         COBANK, ACB


                         By: /s/ Greg E. Somerhalder
                         Name: Greg E. Somerhalder
                         Title: Vice President


                         HARRIS TRUST AND SAVINGS BANK


                         By: /s/ John R. Carley
                         Name: John R. Carley
                         Title: Vice President



                         U.S. BANCORP AG CREDIT, INC.


                         By:
                         Name:
                         Title:

                         By: /s/ Douglas S. Hoffner
                         Name: Douglas S. Hoffner
                         Title: V. P.



                         DG BANK DEUTSCHE
                         GENOSSENCHAFTSBANK AG,
                         CAYMAN ISLANDS BRANCH


                         By: /s/ J. W. Somers
                         Name: J. W. Somers
                         Title: S.V.P.

                         By: /s/ Kurt A. Morris
                         Name: Kurt A. Morris
                         Title: Vice President


                   [Final page of signatures]




[12787]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<FILENAME>0011.txt
<DESCRIPTION>EXHIBIT B-10(H)(11)
<TEXT>


                      EXHIBIT B-10(h)(11)

                      TENTH  AMENDMENT TO
                        CREDIT AGREEMENT

     This Tenth Amendment to Credit Agreement (this
"Amendment"), dated as of July 6, 2000 is made and entered
into by and among GOLD KIST INC., a cooperative marketing
association organized and existing under the laws of the State
of Georgia (the "Borrower"), the various banks and other
lending institutions parties hereto (collectively, the
"Lenders" and individually, a "Lender"), and COOPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH ("Rabobank") as Agent for the Lenders.


                      W I T N E S S E T H:

     WHEREAS, the parties hereto are parties to that certain
Credit Agreement, dated as of August 4, 1998, as amended by
the First Amendment dated September 30, 1998, as amended by
the Second Amendment dated October 13, 1998, as amended by the
Third Amendment dated December 3, 1998, as amended by the
Fourth Amendment dated as of April 30, 1999,  as amended by
the Fifth Amendment dated as of November 29, 1999, as amended
by the Sixth Amendment dated as of December 21, 1999, as
amended by the Seventh Amendment dated as of March 20, 2000,
as amended by the Eighth Amendment dated as of June 22, 2000,
and as amended by the Ninth Amendment dated as of June 23,
2000 (the "Credit Agreement"); and

     WHEREAS, the Borrower has requested that the Revolving
Credit Commitments of the Lenders be modified and that the
interest rate applicable to Swing Line Loans be amended;

     NOW, THEREFORE, in consideration of the premises and for
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:

     Section  1.  Amendments.   The terms of the Credit
Agreement are hereby amended as follows:

          (a)  The definition of "Revolving Credit Commitment"
contained in Section 1.1 of the Credit Agreement is deleted in
its entirety and the following is substituted therefor:


               "Revolving Credit Commitment" shall mean, at
     any time for any Lender, the amount set forth opposite
     such Lender's name below for the periods indicated below,
     as the same may be increased or decreased from time to
     time as a result of any reduction thereof pursuant to
     Section 3.3 of this Agreement, any assignment thereof
     pursuant to Section 10.5 of this Agreement or any
     amendment thereof pursuant to Section 10.2 of this
     Agreement:


Lender                        July 6 , 2000       August 2, 2000
                              through             and
                              August 1, 2000      thereafter

Cooperatieve Centrale Raiffeisen-  $40,000,000    $20,000,000
Boerenleenbank B.A., "Rabobank
Nederland", New York Branch

SunTrust Bank, Atlanta             $18,000,000    $18,000,000

Wachovia Bank, N.A.                $16,000,000    $16,000,000

CoBank, ACV                        $16,000,000    $16,000,000

Harris Trust and Savings Bank      $10,000,000    $10,000,000

U.S. Bancorp Ag Credit, Inc.       $10,000,000    $10,000,000

DG Bank Deutsche                   $10,000,000    $10,000,000
GenossenchaftsBank AG,
Cayman Islands Branch

               TOTAL              $120,000,000   $100,000,000


          (b)  Section 2.1(d) of the Credit Agreement is
amended by deleting therefrom the penultimate sentence and
substituting the following:

               "Each Swing Line Advance shall bear interest at
     a per annum rate equal to the Base Rate."



     Section 2.  Conditions Precedent.  This Tenth Amendment
and the obligations of the Lenders evidenced hereunder shall
not be effective until the Administrative Agent shall have
received (a) a Certificate executed by the Chief Executive
Officer or Chief Financial Officer of the Borrower stating
that, to the best of his knowledge and based upon an
examination sufficient to enable him to make an informed
statement, (i) all of the representations and warranties made
or deemed to be made under the Credit Agreement are materially
true and correct as of the date of this Tenth Amendment to
Credit Agreement, and (ii) no Default or Event of Default
exists, and (b) the facility fee provided for in the fee
letter of even date herewith.

     Section 3.  Reference to and Effect on the Credit
Agreement and the Other Loan Documents.

          (a)       On and after the date hereof, each
reference in the Credit Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import
referring to the Credit Agreement, and each reference in the
other Loan Documents to the "Credit Agreement," "thereunder,"
"thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Credit
Agreement as amended hereby.

          (b)       Except as specifically amended by this
Amendment, the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified
and confirmed.

          (c)       The execution, delivery and performance of
this Amendment shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as a
waiver of any right, power or remedy of the Administrative
Agent or any Lender under the Credit Agreement or any of the
other Loan Documents.

     Section 4.  Miscellaneous.

          (a)       Section and Subsection Headings.   Section
and Subsection headings in this Amendment are included herein
for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any
substantive effect.

          (b)       Governing Law.   This Amendment and the
rights and obligations of the parties hereunder shall be
governed by, and shall be construed and enforced in accordance
with, the laws of the State of Georgia.

          (c)       Counterparts; Effectiveness.  This
Amendment may be executed in any number of counterparts and by
different parties hereto and separate counterparts, each of
which when so executed and delivered shall be deemed an
original, but all such counterparts taken together shall
constitute but one and the same instrument; signature pages
may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages
are physically attached to the same document.  This Amendment
shall become effective upon the execution of a counterpart
hereof by the Borrower and the Required Lenders and receipt by
the Borrower and the Administrative Agent of written or
telephonic notification of such execution and authorization or
delivery thereof.

     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their
respective officers thereunto duly authorized as of the date
first above written.

                         GOLD KIST INC.


                         By: /s/ Stephen O. West
                         Name: Stephen O. West
                         Title: Chief Financial Officer and
                         Treasurer


                         COOPERATIEVE CENTRALE RAIFFEISEN-
                         BOERENLEENBANK B.A., "Rabobank
                         Nederland", NEW YORK BRANCH,
                         individually and as Agent


                         By: /s/ Richard J. Beard
                         Name: Richard J. Beard
                         Title: Vice President

                         By: /s/ Edward Peyser
                         Name:  Edward Peyser
                         Title: Executive Director



                         SUNTRUST BANK,
                         f/k/a Suntrust Bank, Atlanta


                         By: /s/ Gregory L. Cannon
                         Name: Gregory L. Cannon
                         Title: Director


                         WACHOVIA BANK, N.A.



                         By: /s/ Thomas L. Gleason
                         Name: Thomas L. Gleason
                         Title: Senior Vice President




                         COBANK, ACB



                         By: /s/ Casey Garten
                         Name: Casey Garten
                         Title: Vice President


                         HARRIS TRUST AND SAVINGS BANK


                         By: /s/ John R. Carley
                         Name: John R. Carley
                         Title: Vice President



                         U.S. BANCORP AG CREDIT, INC.


                         By: Harold Nelson
                         Name: Harold Nelson
                         Title: VP

                         By:
                         Name:
                         Title:



                         DG BANK DEUTSCHE
                         GENOSSENCHAFTSBANK AG,
                         CAYMAN ISLANDS BRANCH


                         By: /s/ J. W. Somers
                         Name: J. W. Somers
                         Title: S.V.P.

                         By: /s/ Kurt A. Morris
                         Name: Kurt A. Morris
                         Title: Vice President


                   [Final page of signatures]
[12788]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>0012.txt
<DESCRIPTION>EXHIBIT B-10(H)(12)
<TEXT>


                      EXHIBIT B-10(h)(12)

                     ELEVENTH AMENDMENT TO
                        CREDIT AGREEMENT

     This Eleventh Amendment to Credit Agreement (this
"Amendment"), dated as of July 26, 2000 is made and entered
into by and among GOLD KIST INC., a cooperative marketing
association organized and existing under the laws of the State
of Georgia (the "Borrower"), the various banks and other
lending institutions parties hereto (collectively, the
"Lenders" and individually, a "Lender"), and COOPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH ("Rabobank") as Agent for the Lenders.


                      W I T N E S S E T H:

     WHEREAS, the parties hereto are parties to that certain
Credit Agreement, dated as of August 4, 1998, as amended by
the First Amendment dated September 30, 1998, as amended by
the Second Amendment dated October 13, 1998, as amended by the
Third Amendment dated December 3, 1998, as amended by the
Fourth Amendment dated as of April 30, 1999,  as amended by
the Fifth Amendment dated as of November 29, 1999, as amended
by the Sixth Amendment dated as of December 21, 1999, as
amended by the Seventh Amendment dated as of March 20, 2000,
as amended by the Eighth Amendment dated as of June 22, 2000,
as amended by the Ninth Amendment dated as of June 23, 2000,
and as amended by the Tenth Amendment dated as of July 6, 2000
(the "Credit Agreement"); and

     WHEREAS, the Borrower has requested that the Revolving
Credit Commitments of the Lenders be modified,  that the
Maturity Date of the 364-Day Loan be extended, and that the
definition of  Borrowing Base be amended;

     NOW, THEREFORE, in consideration of the premises and for
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:

     Section  1.  Amendments.   The terms of the Credit
Agreement are hereby amended as follows:

          (a)   The definition of "Borrowing Base" contained
in Section 1.1 of the Credit Agreement is amended by deleting
it in its entirety and  substituting the following therefor:

                    "Borrowing Base" shall mean, as of the end
     of any calendar month, an amount equal to the sum of :
     (i) 80% of all Eligible Receivables as of such date of
     determination; plus (ii) 55% of Eligible Inventory (other
     than raw materials, corn and soybeans), as of such date
     of determination; plus (iii) 50% of all raw materials
     that is Eligible Inventory as of such date of
     determination; plus (iv) 70% of all corn and soybeans
     that is Eligible Inventory as of such date of
     determination; plus (v) during any period that the
     Lenders have a perfected, first priority security
     interest in the ADM Shares, 80% of the Market Value of
     ADM Shares as of such date of determination; plus (vi)
     60% of the value of Borrower's Broilers, valued at the
     lower of cost or market, less any amounts due growers in
     respect of Borrower's Broilers; plus (vii) $0.50 for each
     of the Borrower's Breeder Chickens.


          (b)  The definition of "Revolving Credit Commitment"
contained in Section 1.1 of the Credit Agreement is deleted in
its entirety and the following is substituted therefor:


               "Revolving Credit Commitment" shall mean, at
     any time for any Lender, the amount set forth opposite
     such Lender's name below for the periods indicated below,
     as the same may be increased or decreased from time to
     time as a result of any reduction thereof pursuant to
     Section 3.3 of this Agreement, any assignment thereof
     pursuant to Section 10.5 of this Agreement or any
     amendment thereof pursuant to Section 10.2 of this
     Agreement:


Lender                   July 6 , 2000            September 7, 2000
                         through                  and
                         September 6, 2000        thereafter

Cooperatieve Centrale Raiffeisen-  $40,000,000    $20,000,000
Boerenleenbank B.A., "Rabobank
Nederland", New York Branch

SunTrust Bank, Atlanta             $18,000,000    $18,000,000

Wachovia Bank, N.A.                $16,000,000    $16,000,000

CoBank, ACV                        $16,000,000    $16,000,000

Harris Trust and Savings Bank      $10,000,000    $10,000,000

U.S. Bancorp Ag Credit, Inc.       $10,000,000    $10,000,000

DG Bank Deutsche                   $10,000,000    $10,000,000
GenossenchaftsBank AG,
Cayman Islands Branch

               TOTAL               120,000,000   $100,000,000


          (c)  The definition of "364-Day Loan Maturity Date"
contained in Section 1.1 of the Credit Agreement is deleted in
its entirety and the following is substituted therefor:

               "364-Day Loan Maturity Date" shall mean
     September 6, 2000, or such later date as may be provided
     for by Section 3.4(b) of this Agreement."

     Section 2.  Conditions Precedent.  This Eleventh
Amendment and the obligations of the Lenders evidenced
hereunder shall not be effective until the Administrative
Agent shall have received (a) a Certificate executed by the
Chief Executive Officer or Chief Financial Officer of the
Borrower stating that, to the best of his knowledge and based
upon an examination sufficient to enable him to make an
informed statement, (i) all of the representations and
warranties made or deemed to be made under the Credit
Agreement are materially true and correct as of the date of
this Eleventh Amendment to Credit Agreement, and (ii) no
Default or Event of Default exists

     Section 3.  Reference to and Effect on the Credit
Agreement and the Other Loan Documents.

          (a)       On and after the date hereof, each
reference in the Credit Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import
referring to the Credit Agreement, and each reference in the
other Loan Documents to the "Credit Agreement," "thereunder,"
"thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Credit
Agreement as amended hereby.

          (b)       Except as specifically amended by this
Amendment, the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified
and confirmed.

          (c)       The execution, delivery and performance of
this Amendment shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as a
waiver of any right, power or remedy of the Administrative
Agent or any Lender under the Credit Agreement or any of the
other Loan Documents.

     Section 4.  Miscellaneous.

          (a)       Section and Subsection Headings.   Section
and Subsection headings in this Amendment are included herein
for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any
substantive effect.

          (b)       Governing Law.   This Amendment and the
rights and obligations of the parties hereunder shall be
governed by, and shall be construed and enforced in accordance
with, the laws of the State of Georgia.

          (c)       Counterparts; Effectiveness.  This
Amendment may be executed in any number of counterparts and by
different parties hereto and separate counterparts, each of
which when so executed and delivered shall be deemed an
original, but all such counterparts taken together shall
constitute but one and the same instrument; signature pages
may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages
are physically attached to the same document.  This Amendment
shall become effective upon the execution of a counterpart
hereof by the Borrower and the Required Lenders and receipt by
the Borrower and the Administrative Agent of written or
telephonic notification of such execution and authorization or
delivery thereof.


     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their
respective officers thereunto duly authorized as of the date
first above written.

                         GOLD KIST INC.


                         By: /s/ Stephen O. West
                         Name: Stephen O. West
                         Title: Chief Financial Officer and
                         Treasurer


                         COOPERATIEVE CENTRALE RAIFFEISEN-
                         BOERENLEENBANK B.A., "Rabobank
                         Nederland", NEW YORK BRANCH,
                         individually and as Agent


                         By: /s/ Richard J. Beard
                         Name:  Richard J. Beard
                         Title: Vice President

                         By: /s/ Edward Peyser
                         Name: Edward Peyser
                         Title: Executive Director

                         SUNTRUST BANK,
                         f/k/a Suntrust Bank, Atlanta



                         By: /s/ Gregory L. Cannon
                         Name: Gregory L. Cannon
                         Title: Director


                         WACHOVIA BANK, N.A.



                         By: /s/ Thomas L. Gleason
                         Name: Thomas L. Gleason
                         Title: Senior Vice President



                         COBANK, ACB



                         By: /s/ Casey Garten
                         Name: Casey Garten
                         Title: Vice President


                         HARRIS TRUST AND SAVINGS BANK


                         By: /s/ John R. Carley
                         Name: John R. Carley
                         Title: Vice President



                         U.S. BANCORP AG CREDIT, INC.


                         By: /s/ Harold Nelson
                         Name: Harold Nelson
                         Title: VP

                         By:
                         Name:
                         Title:



                         DG BANK DEUTSCHE
                         GENOSSENCHAFTSBANK AG,
                         CAYMAN ISLANDS BRANCH


                         By: /s/ J. W. Somers
                         Name: J. W. Somers
                         Title: S.V.P.

                         By: /s/ Kurt A. Morris
                         Name: Kurt A. Morris
                         Title: Vice President


                   [Final page of signatures]

[12789]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>13
<FILENAME>0013.txt
<DESCRIPTION>EXHIBIT B-10(H)(13)
<TEXT>


                      EXHIBIT B-10(h)(13)


                       PLEDGE AGREEMENT

     THIS PLEDGE AGREEMENT (this "Agreement") is made this
13th day of June, 2000, by and between GOLD KIST INC., a
Georgia corporation (referred to as the "Pledgor") and
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND",  NEW YORK BRANCH as collateral agent
(the "Collateral Agent") for the Secured  Parties, as
hereinafter defined  (such parties, along with their
successors and assigns, collectively referred to as the
"Secured Parties").


                            RECITALS


     WHEREAS, Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A., "Rabobank Nederland", New York Branch, as Agent, and the
Pledgor have entered into a Credit Agreement dated as of
August 4, 1998, (said agreement, as it may hereafter be
amended, restated or otherwise modified from time to time, the
"Credit Agreement") pursuant to which Pledgor executed and
delivered its Notes (together with any notes issued in
exchange or substitution therefor, the "Credit Notes"); and

     WHEREAS,  Pledgor has entered into that certain Master
Loan Agreement, dated as of August 1, 1996, with CoBank, ACB,
as amended December 23, 1997, that certain multiple Advance
Term Loan Supplement dated September 1, 1997 with CoBank, and
that certain Uncommitted Revolving Credit Supplement dated
December 23, 1997 with CoBank, (such agreements as they may
hereafter be amended, restated or otherwise modified from time
to time, the "CoBank Agreements") pursuant to which Pledgor
has issued its Notes (together with any notes issued in
exchange or substitution therefor, the "CoBank Notes"); and

     WHEREAS, Pledgor has entered into that certain Note
Purchase and Private Shelf Agreement dated February 11, 1997,
with The Prudential Insurance Company of America, and those
certain Note Agreements dated November 4, 1988 and June 3,
1991 with Prudential (such agreements as they may hereafter be
amended, restated or otherwise modified from time to time, the
"Prudential Agreements"),  pursuant to which the Company has
issued its Notes to Prudential (together with any notes issued
in exchange or substitution therefor, the "Prudential Notes");
and

     WHEREAS, Pledgor has entered into that certain Note
Agreement dated November 4, 1988 with Pruco Life Insurance
Company (such agreement as it may hereafter be amended,
restated or otherwise modified from time to time, the "Pruco
Agreement"),  pursuant to which the Company has issued its
Notes to Pruco (together with any notes issued in exchange or
substitution therefor, the "Pruco Notes"); and

     WHEREAS, to secure the repayment of the Obligations (as
hereinafter defined), Pledgor has agreed to grant to the
Collateral Agent, for the benefit of the Collateral Agent and
the Secured Parties, a first priority lien on and security
interest in the Pledged Collateral (as hereinafter defined);


     NOW, THEREFORE, in consideration of the premises, and for
other good and valuable consideration, the receipt and
sufficiency of which, the Pledgor hereby acknowledges, the
Pledgor agrees as follows:

     SECTION 1.  The Pledge.  The Pledgor hereby pledges,
hypothecates, assigns, transfers, sets over and delivers unto
the Collateral Agent, and grants to the Collateral Agent for
the benefit of Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A., "Rabobank Nederland", New York Branch; each bank and
other lending institution that is or may from time to time
become a "Lender" as that term is defined in the Credit
Agreement; CoBank, ACB; The Prudential Insurance Company of
America; Pruco Life Insurance Company; Wachovia Bank, N.A.;
SunTrust Bank, Atlanta; Harris Trust and Savings Bank; Rabo
Capital Services, Inc.; SunTrust Equitable Securities
Corporation; and the successors and assigns of each of the
foregoing (hereinafter, the "Secured Parties"),  a security
interest in, all of the Pledgor's right, title and interest
in, to and under the following (collectively, the "Pledged
Collateral"): (a) the common stock, shares, equity interest
and other securities (collectively, "Securities") of each
Person (each an "Issuer") described in Schedule 1 attached
hereto; (b)  any additional Securities of any of such Issuers
as may from time to time be issued to the Pledgor or otherwise
acquired by the Pledgor; (c) any additional Securities of any
Issuer as may hereafter at any time be delivered to the
Collateral Agent by or on behalf of the Pledgor; (d) any cash
or additional Securities or other property at any time and
from time to time receivable or otherwise distributable in
respect of, in exchange for, or in substitution of, any of the
property referred to in any of the immediately preceding
clauses (a) through (c); and (e) any and all products and
proceeds of any of the foregoing, together with and all other
rights, titles, interests, powers, privileges and preferences
pertaining to said property.

     SECTION 2.  Obligations Secured.  This Agreement is made,
and the security interest created hereby is granted to the
Collateral Agent, to secure the prompt performance and payment
in full of the following (collectively, the "Secured
Obligations"): (a) all of Pledgor's obligations under the
Credit Agreement, the Credit Notes, the CoBank Agreement, the
CoBank Notes, the Prudential Agreement, the Prudential Notes,
the Pruco Agreement, and the Pruco Notes; (b) all other
obligations of the Pledgor under this Agreement, including
without limitation all compensation and indemnification
amounts and fees payable pursuant to this Agreement; (c) any
reasonable costs or expenses incurred by the Collateral Agent
or Collateral Agent's counsel in connection with the
realization of the security for which this Agreement provides,
including, without limitation, any reasonable costs or
expenses of any proceedings to which this Agreement may give
rise and (d) all other indebtedness, liabilities, obligations,
covenants and duties of the Pledgor owing to the Secured
Parties of every kind, nature and description, whether direct
or indirect, absolute or contingent, due or not due,
contractual or tortious, liquidated or unliquidated, and
whether or not evidenced by any note.

     SECTION 3. Representations and Warranties.  The Pledgor
hereby represents and warrants to the Collateral Agent as
follows:

     (a)  Validly Issued, etc.  All of the Securities of each
Issuer have been validly issued and are fully paid and
nonassessable.

     (b)  Title and Liens.  The Pledgor is, and will at all
times continue to be, the legal and beneficial owner of the
Pledged Collateral and none of the Pledged Collateral is
subject to any Lien.

     (c)  Authority, etc.  The Pledgor (i) has the power and
authority to pledge the Collateral in the manner hereby done
or contemplated and (ii) will defend its title or interest
thereto or therein against any and all Liens (other than the
Lien created by this Agreement), however arising, of all
persons.

     (d)  No Approval.  No consent or approval of any
Governmental Authority or any securities exchange was or is
necessary to the validity of the pledge effected hereby.

     SECTION 4.  Covenants.  The Pledgor hereby
unconditionally covenants and agrees that the Pledgor will not
create, assume, incur or permit or suffer to exist or to be
created, assumed or incurred, any Lien on any of the Pledged
Collateral (or any interest therein), and will not, without
the prior written consent of the Collateral Agent, sell,
lease, assign, transfer or otherwise dispose of all or any
portion of the Pledged Collateral (or any interest therein).

     SECTION 5.  Additional Shares.  The Pledgor agrees that,
until this Agreement has terminated in accordance with its
terms, any additional Securities of an Issuer at any time
issued to the Pledgor or otherwise acquired by the Pledgor
shall be promptly delivered or otherwise transferred to the
Collateral Agent as additional Pledged Collateral and shall be
subject to the Lien of, and the terms and conditions of, this
Agreement.

     SECTION 6.  Registration in Nominee Name, Denominations.
The Collateral Agent shall have the right (in its sole and
absolute discretion) to hold the Pledged Securities in its own
name as Collateral Agent, the name of its nominee (as
Collateral Agent or as sub-agent) or the name of the Pledgor,
endorsed or assigned in blank or in favor of the Collateral
Agent.  The Pledgor will promptly give to the Collateral Agent
copies of any notices or other communications received by it
with respect to Pledged Securities registered in the name of
the Pledgor.  The Collateral Agent shall at all times have the
right to exchange the certificates representing Pledged
Securities for certificates of smaller or larger numbers of
shares for any purpose consistent with this Agreement.

     SECTION 7. Voting Rights; Dividends, etc.    So long as
no Event of Default shall have occurred and be continuing:

     (a)  the Pledgor shall be entitled to exercise any and
all voting and/or consensual rights and powers accruing to an
owner of the Pledged Collateral or any part thereof for any
purpose not inconsistent with the terms and conditions of this
Agreement or any agreement giving rise to or otherwise
relating to any of the Secured Obligations; provided, however,
that the Pledgor shall not exercise, or refrain from
exercising, any such right or power if any such action would
have a materially adverse effect on the value of such Pledged
Collateral in the judgment of the Collateral Agent;

     (b)  the Pledgor shall be entitled to retain and use any
and all cash dividends paid on the Pledged Collateral, but any
and all stock and/or liquidating dividends, other
distributions in property, return of capital or other
distributions made on or in respect of Pledged Securities,
whether resulting from a subdivision, combination or
reclassification of outstanding Securities of an Issuer which
are pledged hereunder or received in exchange for Pledged
Collateral or any part thereof or as a result of any merger,
consolidation, acquisition or other exchange of assets or on
the liquidation, whether voluntary or involuntary, of an
Issuer, or otherwise, shall be and become part of the Pledged
Collateral pledged hereunder and, if received by the Pledgor,
shall forthwith be delivered to the Collateral Agent to be
held as collateral subject to the terms and conditions of this
Agreement.

     (c)  Upon the occurrence and during the continuance of an
Event of Default, all rights of the Pledgor to exercise the
voting and/or consensual rights and powers which Pledgor is
entitled to exercise pursuant to subsection (a ) above and/or
to receive the dividends which Pledgor is authorized to
receive and retain pursuant to subsection (b) above shall
cease, and all such rights thereupon shall become immediately
vested in the Collateral Agent, which shall have, to the
extent permitted by law, the sole and exclusive right and
authority to exercise such voting and/or consensual rights and
powers which the Pledgor shall otherwise be entitled to
exercise pursuant to subsection (a)  above and/or to receive
and retain the dividends which the Pledgor shall otherwise be
authorized to retain pursuant to subsection (b) above.  Any
and all money and other property paid over to or received by
the Collateral Agent pursuant to the provisions of this
subsection (b) shall be retained by the Collateral Agent as
additional collateral hereunder and shall be applied in
accordance with the provisions of Section 10.  If the Pledgor
shall receive any dividends or other property which it is not
entitled to receive under this Section, the Pledgor shall hold
the same in trust for the Collateral Agent, without
commingling the same with other funds or property of or held
by the Pledgor, and shall promptly deliver the same to the
Collateral Agent upon receipt by the Pledgor in the identical
form received, together with any necessary endorsements.

     SECTION 8. Event of Default Defined.  For purposes of
this Agreement, "Event of Default" shall mean:

          (a)  Pledgor shall fail to observe or perform any
covenant or agreement contained in Sections 4, 5, or 7(c)
hereof;

          (b)  Pledgor shall fail to observe or perform any
covenant or agreement contained in this Agreement (other than
those covered by the immediately preceding clause (a)) for a
period of thirty days after written notice thereof has been
given to Pledgor by Collateral Agent; and

          (c)  an Event of Default under and as defined in the
Credit Agreement shall occur and be continuing.

     SECTION 9. Remedies upon Default.  (a)  If an Event of
Default shall have occurred, the Collateral Agent may exercise
any and all the rights and remedies of a secured party under
the Uniform Commercial Code as in effect in any applicable
jurisdiction (the "Code") and may otherwise sell, assign,
transfer, endorse and deliver the whole or, from time to time,
any part of the Pledged Collateral at a public or private sale
or on any securities exchange, for cash, upon credit or for
other property, for immediate or future delivery, and for such
price or prices and on such terms as the Collateral Agent in
its discretion shall deem appropriate.  The Collateral Agent
shall be authorized at any sale (if it deems it advisable to
do so) to restrict the prospective bidders or purchasers to
Persons who will represent and agree that they are purchasing
the Pledged Collateral for their own account in compliance
with the Securities Act and upon consummation of any such sale
the Collateral Agent shall have the right to assign, transfer,
endorse and deliver to the purchaser or purchasers thereof the
Pledged Collateral so sold.  Each purchaser at any sale of
Pledged Collateral shall take and hold the property sold
absolutely free from any claim or right on the part of the
Pledgor, and the Pledgor hereby waives (to the fullest extent
permitted by Applicable Law) all rights of redemption, stay
and/or appraisal which the Pledgor now has or may at any time
in the future have under any Applicable Law now existing or
hereafter enacted.  The Pledgor agrees that, to the extent
notice of sale shall be required by Applicable Law, at least
ten days' prior written notice to the Pledgor of the time and
place of any public sale or the time after which any private
sale is to be made shall constitute reasonable notification,
but notice given in any other reasonable manner or at any
other reasonable time shall constitute reasonable
notification.  Such notice, in case of public sale, shall
state the time and place for such sale, and, in the case of
sale on a securities exchange, shall state the exchange on
which such sale is to be made and the day on which the Pledged
Collateral, or portion thereof, will first be offered for sale
at such exchange.  Any such public sale shall be held at such
time or times within ordinary business hours and at such place
or places as the Collateral Agent may fix and shall state in
the notice or publication (if any) of such sale.  At any such
sale, the Pledged Collateral, or portion thereof to be sold,
may be sold in one lot as an entirety or in separate parcels,
as the Collateral Agent may determine in its sole and absolute
discretion.  The Collateral Agent shall not be obligated to
make any sale of the Pledged Collateral if it shall determine
not to do so regardless of the fact that notice of sale of the
Pledged Collateral may have been given.  The Collateral Agent
may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to
time by announcement at the time and place fixed for sale, and
such sale may, without further notice, be made at the time and
place to which the same was so adjourned.  In case the sale of
all or any part of the Pledged Collateral is made on credit or
for future delivery, the Pledged Collateral so sold may be
retained by the Collateral Agent until the sale price is paid
by the purchaser or purchasers thereof, but the Collateral
Agent shall not incur any liability to the Pledgor in case any
such purchaser or purchasers shall fail to take up and pay for
the Pledged Collateral so sold and, in case of any such
failure, such Pledged Collateral may be sold again upon like
notice.  At any public sale made pursuant to this Agreement,
the Collateral Agent, to the extent permitted by Applicable
Law, may bid for or purchase, free from any right of
redemption, stay and/or appraisal on the part of the Pledgor
(all said rights being also hereby waived and released to the
extent permitted by Applicable Law), any part of or all the
Pledged Collateral offered for sale and may make payment on
account thereof by using any claim then due and payable to the
Collateral Agent from the Pledgor as a credit against the
purchase price, and the Collateral Agent may, upon compliance
with the terms of sale and to the extent permitted by
Applicable Law, hold, retain and dispose of such property
without further accountability to the Pledgor therefor.  For
purposes hereof, a written agreement to purchase all or any
part of the Pledged Collateral shall be treated as a sale
thereof; the Collateral Agent shall be free to carry out such
sale pursuant to such agreement and the Pledgor shall not be
entitled to the return of any Pledged Collateral subject
thereto, notwithstanding the fact that after the Collateral
Agent shall have entered into such an agreement all Events of
Default may have been remedied or the Secured Obligations may
have been paid in full as herein provided.  The Pledgor hereby
waives any right to require any marshaling of assets and any
similar right.

     (b)  In addition to exercising the power of sale herein
conferred upon it, the Collateral Agent shall also have the
option to proceed by suit or suits at law or in equity to
foreclose this Agreement and sell the Pledged Collateral or
any portion thereof pursuant to judgment or decree of a court
or courts having competent jurisdiction.

     (c)  The rights and remedies of the Collateral Agent
under this Agreement are cumulative and not exclusive of any
rights or remedies which it would otherwise have.

     SECTION 10. Application of Proceeds of Sale and Cash.
The proceeds of any sale of the whole or any part of the
Pledged Collateral, together with any other moneys held by the
Collateral Agent under the provisions of this Agreement, shall
be applied by the Collateral Agent in the following order:

     First:  to the payment of all costs and expenses incurred
in connection with such sale or other realization, including
reasonable attorneys' fees incurred if the Collateral Agent
endeavored to collect the Secured Obligations by or through an
attorney at law;

     Second:  to the payment of the principal and interest due
upon any of the Secured Obligations, in any order which the
Collateral Agent may elect; and

     Third:  the balance (if any) of such proceeds shall be
paid to the Pledgor or to whomsoever may be legally entitled
thereto.

The Pledgor shall remain liable and will pay, on demand, any
deficiency remaining in respect of the Secured Obligations.

     SECTION 11. Collateral Agent Appointed Attorney-in-Fact.
The Pledgor hereby constitutes and appoints the Collateral
Agent as the attorney-in-fact of the Pledgor with full power
of substitution either in the Collateral Agent's name or in
the name of the Pledgor to do any of the following: (a) to
perform any obligation of the Pledgor hereunder in the
Pledgor's name or otherwise; (b) to ask for, demand, sue for,
collect, receive, receipt and give acquittance for any and all
moneys due or to become due under and by virtue of any Pledged
Collateral; (c) to prepare, execute, file, record or deliver
notices, assignments, financing statements, continuation
statements, applications for registration or like papers to
perfect, preserve or release the Collateral Agent's security
interest in the Pledged Collateral or any of the documents,
instruments, certificates and agreements described in Section
13(b); (d) to verify facts concerning the Pledged Collateral
in its own name or a fictitious name; (e) to endorse checks,
drafts, orders and other instruments for the payment of money
payable to the Pledgor, representing any interest or dividend
or other distribution payable in respect of the Pledged
Collateral or any part thereof or on account thereof and to
give full discharge for the same; (f) to exercise all rights,
powers and remedies which the Pledgor would have, but for this
Agreement, under the Pledged Collateral; and (g) to carry out
the provisions of this Agreement and to take any action and
execute any instrument which the Collateral Agent may deem
necessary or advisable to accomplish the purposes hereof, and
to do all acts and things and execute all documents in the
name of the Pledgor or otherwise, deemed by the Collateral
Agent as necessary, proper and convenient in connection with
the preservation, perfection or enforcement of its rights
hereunder.  Nothing herein contained shall be construed as
requiring or obligating the Collateral Agent to make any
commitment or to make any inquiry as to the nature or
sufficiency of any payment received by it, or to present or
file any claim or notice, or to take any action with respect
to the Pledged Collateral or any part thereof or the moneys
due or to become due in respect thereof or any property
covered thereby, and no action taken by the Collateral Agent
or omitted to be taken with respect to the Pledged Collateral
or any part thereof shall give rise to any defense,
counterclaim or offset in favor of the Pledgor or to any claim
or action against the Collateral Agent.  The power or attorney
granted herein is irrevocable and coupled with an interest.

     SECTION 12. Reimbursement of Collateral Agent.  The
Pledgor agrees to pay upon demand to the Collateral Agent the
amount of any and all reasonable expenses, including the
reasonable fees disbursements and other charges of its counsel
and of any experts or agents, and its fully allocated internal
costs, that the Collateral Agent may incur in connection with
(i) the administration of this Agreement, (ii) the custody or
preservation of, or any sale of, collection from, or other
realization upon, any of the Pledged Securities, (iii) the
exercise or enforcement of any of the rights of the Collateral
Agent hereunder, or (iv) the failure by the Pledgor to perform
or observe any of the provisions hereof.  Any such amounts
payable as provided hereunder shall be additional obligations
secured hereby and by the other Security Documents.

     SECTION 13. Further Assurances.  The Pledgor shall, at
its sole cost and expense, take all action that may be
necessary or desirable in the Collateral Agent's sole
discretion, so as at all times to maintain the validity,
perfection, enforceability and priority of the Collateral
Agent's security interest in the Pledged Collateral, or to
enable the Collateral Agent to exercise or enforce its rights
hereunder, including without limitation (a) delivering to the
Collateral Agent, endorsed or accompanied by such instruments
of assignment as the Collateral Agent may specify, any and all
chattel paper, instruments, letters of credit and all other
advices of guaranty and documents evidencing or forming a part
of the Pledged Collateral and (b) executing and delivering
financing statements, pledges, designations, notices and
assignments, in each case in form and substance satisfactory
to the Collateral Agent, relating to the creation, validity,
perfection, priority or continuation of the security interest
granted hereunder.  The Pledgor agrees to take, and authorizes
the Collateral Agent to take on the Pledgor's behalf, any or
all of the following actions with respect to any Pledged
Collateral as the Collateral Agent shall deem necessary to
perfect the security interest and pledge created hereby or to
enable the Collateral Agent to enforce its rights and remedies
hereunder: (i) to register in the name of the Collateral Agent
any Pledged Collateral in certificated or uncertificated form;
(ii) to endorse in the name of the Collateral Agent any
Pledged Collateral issued in certificated form; and (iii) by
book entry or otherwise, identify as belonging to the
Collateral Agent a quantity of securities that constitutes all
or part of the Pledged Collateral registered in the name of
the Collateral Agent.  Notwithstanding the foregoing the
Pledgor agrees that Pledged Collateral which is not in
certificated form or is otherwise in book-entry form shall be
held for the account of the Collateral Agent.  The Pledgor
hereby authorizes the Collateral Agent to execute and file in
all necessary and appropriate jurisdictions (as determined by
the Collateral Agent) one or more financing or continuation
statements (or any other document or instrument referred to in
the immediately preceding clause (b)) in the name of the
Pledgor and to sign the Pledgor's name thereto.  The Pledgor
authorizes the Collateral Agent to file any such financing
statement, document or instrument without the signature of the
Pledgor to the extent permitted by applicable law.  To the
extent permitted by Applicable Law, a carbon, photographic,
xerographic or other reproduction of this Agreement or any
financing statement is sufficient as a financing statement.
Any property comprising part of the Pledged Collateral
required to be delivered to the Collateral Agent pursuant to
this Pledge Agreement shall be accompanied by proper
instruments of assignment duly executed by the Pledgor and by
such other instruments or documents as the Collateral Agent
may reasonably request.

     SECTION 14. Securities Act.  In view of the position of
the Pledgor in relation to the Pledged Collateral, or because
of other current or future circumstances, a question may arise
under the Securities Act of 1933, as now or hereafter in
effect, or any similar Applicable Law hereafter enacted
analogous in purpose or effect (such Act and any such similar
Applicable Law as from time to time in effect being called the
"Federal Securities Laws") with respect to any disposition of
the Pledged Collateral permitted hereunder.  The Pledgor
understands that compliance with the Federal Securities Laws
might very strictly limit the course of conduct of the
Collateral Agent if the Collateral Agent were to attempt to
dispose of all or any part of the Pledged Collateral in
accordance with the terms hereof, and might also limit the
extent to which or the manner in which any subsequent
transferee of any Pledged Collateral could dispose of the
same.  Similarly, there may be other legal restrictions or
limitations affecting the Collateral Agent in any attempt to
dispose of all or part of the Pledged Collateral in accordance
with the terms hereof under applicable Blue Sky or other state
securities laws or similar Applicable Law analogous in purpose
or effect.  The Pledgor recognizes that in light of the
foregoing restrictions and limitations the Collateral Agent
may, with respect to any sale of the Pledged Collateral, limit
the purchasers to those who will agree, among other things, to
acquire such Pledged Collateral for their own account, for
investment, and not with a view to the distribution or resale
thereof.  The Pledgor acknowledges and agrees that in light of
the foregoing restrictions and limitations, the Collateral
Agent, in its sole and absolute discretion, may, in accordance
with Applicable Law, (a) proceed to make such a sale whether
or not a registration statement for the purpose of registering
such Pledged Collateral or part thereof shall have been filed
under the Federal Securities Laws and (b) approach and
negotiate with a single potential purchaser to effect such
sale.  The Pledgor acknowledges and agrees that any such sale
might result in prices and other terms less favorable to the
seller than if such sale were a public sale without such
restrictions.  In the event of any such sale, the Collateral
Agent shall incur no responsibility or liability for selling
all or any part of the Pledged Collateral in accordance with
the terms hereof at a price that the Collateral Agent, in its
sole and absolute discretion, may in good faith deem
reasonable under the circumstances, notwithstanding the
possibility that a substantially higher price might have been
realized if the sale were deferred until after registration as
aforesaid or if more than a single purchaser were approached.
The provisions of this Section will apply notwithstanding the
existence of  public or private market upon which the
quotations or sales prices may exceed substantially the price
at which the Collateral Agent sells.

     SECTION 15. Indemnification.  The Pledgor agrees to
indemnify and hold the Collateral Agent and any corporation
controlling, controlled by, or under common control with, the
Collateral Agent and any officer, attorney, director,
shareholder, agent or employee of the Collateral Agent or any
such corporation (each an "Indemnified Person"), harmless from
and against any claim, loss, damage, action, cause of action,
liability, cost and expense or suit of any kind or nature
whatsoever (collectively, "Losses"), brought against or
incurred by an Indemnified Person, in any manner arising out
of or, directly or indirectly, related to or connected with
this Agreement, including without limitation, the exercise by
the Collateral Agent of any of its rights and remedies under
this Agreement or any other action taken by the Collateral
Agent pursuant to the terms of this Agreement; provided,
however, the Pledgor shall not be liable to an Indemnified
Person for any Losses to the extent that such Losses result
from the gross negligence or willful misconduct of such
Indemnified Person.  The Pledgor's obligations under this
section shall survive the termination of this Agreement and
the payment in full of the Secured Obligations.

     SECTION 16. Continuing Security Interest.  This Agreement
shall create a continuing security interest in the Pledged
Collateral and shall remain in full force and effect until it
terminates in accordance with its terms.  The Pledgor and the
Collateral Agent hereby agree that the security interest
created by this Agreement in the Pledged Collateral shall not
terminate and shall continue and remain in full force and
effect notwithstanding the transfer to the Pledgor or any
person designated by it of all or any portion of the Pledged
Collateral.

     SECTION 17.  Security Interest Absolute.  All rights of
the Collateral Agent hereunder, the grant of a security
interest in the Collateral and all obligations of the Pledgor
hereunder, shall be absolute and unconditional irrespective of
(a) any lack of validity or enforceability of the Credit
Agreement or any other Loan Document, any agreement with
respect to any of the Obligations or any other agreement or
instrument relating to any of the foregoing, (b) any change in
the time, manner or place of the payment of, or in any other
term of, all or any of the Obligations, or any other amendment
or waiver of or any consent to any departure from the Credit
Agreement, any other Loan Document, or any other agreement or
instrument relating to any of the foregoing, (c) any exchange,
release or nonperfection of any other collateral, or any
release or amendment or waiver of or consent to or departure
from any guaranty, for all or any of the Obligations or (d)
any other circumstance that might otherwise constitute a
defense available to, or a discharge of, the Pledgor in
respect of the Obligations or in respect of this Agreement
(other than the indefeasible payment in full of all the
Obligations).

     SECTION 18. No Waiver.  Neither the failure on the part
of the Collateral Agent to exercise, nor the delay on its part
in exercising any right, power or remedy hereunder, nor any
course of dealing between the Collateral Agent and the Pledgor
shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power, or remedy hereunder
preclude any other or the further exercise thereof or the
exercise of any other right, power or remedy.

     SECTION 19.  Notices.  Notices, requests and other
communications required or permitted hereunder shall be given
in accordance with the applicable terms of the Credit
Agreement.

     SECTION 20. GOVERNING LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.

     SECTION 21.  Amendments.  No amendment or waiver of any
provision of this Agreement nor consent to any departure by
the Pledgor herefrom shall in any event be effective unless
the same shall be in writing and signed by the parties hereto,
and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which
given.

     SECTION 22.    Binding Agreement; Assignment.  This
Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and
assigns, except that the Pledgor shall not be permitted to
assign this Agreement or any interest herein or in the Pledged
Collateral, or any part thereof, or any cash or property held
by the Collateral Agent as collateral under this Agreement.

     SECTION 23. Termination.  Upon indefeasible payment in
full of all of the Secured Obligations, this Agreement shall
terminate.  Upon termination of this Agreement in accordance
with its terms the Collateral Agent agrees to take such
actions as the Pledgor may reasonably request, and at the sole
cost and expense of the Pledgor, (a) to return the Pledged
Collateral to the Pledgor, and (b) to evidence the termination
of this Agreement, including, without limitation, the filing
of any releases or any termination statements under the
Uniform Commercial Code.

     SECTION 24. Severability.  Whenever possible, each
provision of this Agreement shall be interpreted in such a
manner as to be effective and valid under applicable law, but
if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provisions shall be
ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such
provisions or the remaining provisions of this Agreement.

     SECTION 25. Headings.  Section headings used herein are
for convenience only and are not to affect the construction of
or be taken into consideration in interpreting this Agreement.

     SECTION 26. Counterparts.  This Agreement may be executed
in any number of counterparts, each of which shall be deemed
an original and all of which shall constitute but one
agreement.

     SECTION 27. Definitions.  Terms not otherwise defined
herein are used herein with the respective meanings given to
them in the Credit Agreement.

     SECTION 28. Purchase Agreement.  Notwithstanding any
other provision of this Pledge Agreement to the contrary, the
Collateral Agent acknowledges that the Pledged Securities and
the Pledgor's rights therein are subject to the terms of that
certain Purchase Agreement among Southern States Cooperative,
Incorporated, Southern States Capital Trust I, and the Pledgor
dated as of October 5, 1999 (the "Purchase Agreement"), which
Purchase Agreement limits the rights of the Pledgor and any
other holder of the Pledged Securities to dispose of the
Pledged Securities.  The Pledgor agrees not to amend or modify
any provision of the Purchase Agreement without the prior
written consent of the Collateral Agent.


     IN WITNESS WHEREOF, the Pledgor has executed and
delivered this Pledge Agreement under seal as of this the date
first written above.


                         GOLD KIST INC.


                         By: /s/ Stephen O. West
                         Title: Chief Financial Officer
                         and Treasurer


Agreed to, accepted and acknowledged
as of the date first written above.

COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND" NEW YORK BRANCH,
as Collateral Agent

By:/s/ Richard J. Beard
Title: Vice President

By: /s/ Edward Peyser
Title: Executive Director


[12792]

                 Schedule 1 to Pledge Agreement

                         Pledged Shares


          Issuer             No. of       Certificate Nos.
                           Securities

     Southern States     40,000, Series           PB-1
     Cooperative,        B Cumulative
     Incorporated        Redeemable
                         Preferred


     Southern States     60,000, Step-Up          P-1
     Capital             Rate Capital Securities,
     Trust I             Series A


</TEXT>
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<TYPE>EX-27
<SEQUENCE>14
<FILENAME>0014.txt
<DESCRIPTION>EXHIBIT 27
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5

<S>                                        <C>
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          JUL-01-2000
<PERIOD-END>                               JUL-01-2000
<CASH>                                           8,671
<SECURITIES>                                         0
<RECEIVABLES>                                  110,739
<ALLOWANCES>                                     4,041
<INVENTORY>                                    183,061
<CURRENT-ASSETS>                               333,714
<PP&E>                                         613,325
<DEPRECIATION>                                 374,137
<TOTAL-ASSETS>                                 881,290
<CURRENT-LIABILITIES>                          309,963
<BONDS>                                        251,714
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                            30
<OTHER-SE>                                     239,460
<TOTAL-LIABILITY-AND-EQUITY>                   881,290
<SALES>                                      1,706,884
<TOTAL-REVENUES>                             1,714,489
<CGS>                                        1,645,614
<TOTAL-COSTS>                                1,645,614
<OTHER-EXPENSES>                                 4,393
<LOSS-PROVISION>                                 2,389
<INTEREST-EXPENSE>                              30,425
<INCOME-PRETAX>                               (48,240)
<INCOME-TAX>                                  (22,154)
<INCOME-CONTINUING>                           (26,086)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (26,086)
<EPS-BASIC>                                          0
<EPS-DILUTED>                                        0



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