

                      SIXTH AMENDMENT TO
                       CREDIT AGREEMENT

     This Sixth Amendment to Credit Agreement (this
"Amendment"), dated as of December 21, 1999, 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, and as amended by
the Fifth Amendment dated as of November 29, 1999 (the "Credit
Agreement"); and

     WHEREAS, the Borrower has requested that the Lenders
reduce the Revolving Credit Commitment from $125,000,000 to
$100,000,000, reduce the 364-Day Line of Credit Commitment
from $125,000,000 to $100,000,000, modify certain of the
financial covenants, and make certain other changes to 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:

          (a)  Amendments to Section 1.1.  Section 1.1 of the
Credit Agreement is amended by deleting therefrom the defined
terms "Revolving Credit Commitment" and 364-Day Line of Credit
Commitment" 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 on the signature pages to the Sixth
     Amendment to Credit Agreement under the heading
     "Revolving Credit Commitment", 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.

               "364-Day Line of Credit Commitment" shall mean,
     at any time for any Lender, the amount set forth opposite
     such Lender's name on the signature pages to the Sixth
     Amendment to Credit Agreement under the heading "364-Day
     Line of Credit Commitment", 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.

          (b)  Amendment to Section 6.1(a).  Section 6.1(a) of
the Credit Agreement is amended by deleting it in its entirety
and substituting the following therefor:

               "(a) As soon as practicable and in any event
     within 45 days after the end of each of the first eleven
     months of each fiscal year, (i) unaudited consolidated
     and consolidating and business segment statements of
     sales and margins of the Borrower and its Subsidiaries
     for such month and for the period from the beginning of
     the current fiscal year to the end of such month and (ii)
     an unaudited consolidated and consolidating balance sheet
     of the Borrower and its Subsidiaries as at the end of
     such month, setting forth, with respect to such
     consolidated statements of sales and margins and such
     consolidated balance sheet, in comparative form, figures
     for the corresponding period in the preceding fiscal
     year,  and, as soon as practicable and in any event
     within 45 days after the end of each of the first three
     fiscal quarters of each fiscal year (iii)  unaudited
     consolidated and consolidating statements of income and
     cash flow of the Borrower and its Subsidiaries for such
     quarter and for the period from the beginning of the
     current fiscal year to the end of such quarter and (iv)
     an unaudited consolidated and consolidating balance sheet
     of the Borrower and its Subsidiaries as at the end of
     such quarter, setting forth, with respect to such
     consolidated statements of income and cash flow and such
     consolidated balance sheet, in comparative form, figures
     for the corresponding period in the preceding fiscal year
     all in reasonable detail and certified by the chief
     financial officer or Treasurer of the Borrower as having
     been prepared in accordance with GAAP;"

          (c)  Amendment to Section 7.1(b).  Section 7.1(b) of
the Credit Agreement is amended by deleting it in its entirety
and substituting the following therefor:

               "(b) Minimum Consolidated Tangible Net Worth.
     The Borrower's Consolidated Tangible Net Worth (less any
     gain or loss as a result of accumulated other
     comprehensive income, as defined by GAAP, or any  amount
     shown as "unrealized gain on marketable equity
     securities" on the Borrower's financial statements
     delivered pursuant to Section 6.1)  will at no time be
     less than $255,000,000 plus the sum of (i) 50% of the
     cumulative Reported Net Income of the Borrower and its
     Consolidated Subsidiaries during the period commencing
     with Borrower's third quarter, 2000 (taken as one
     accounting period), calculated quarterly at the end of
     each Fiscal Quarter, and (ii) 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 Borrower and its Consolidated Subsidiaries
     is negative."

          (d)  Amendment to Section 7.1(d).  Section 7.1(d) of
the Credit Agreement is amended by deleting it in its entirety
and substituting the following therefor:

               "(d) Fixed Charge Coverage. The Borrower shall
          not permit the ratio of (a) EBIT plus Consolidated
          Lease Expense to (b) Consolidated Interest Expense
          plus Consolidated Lease Expense for each fiscal
          quarter set forth below, calculated (x) for the
          first three fiscal quarters of fiscal year 1999,
          quarterly for the fiscal quarter then ending, (y)
          for the last fiscal quarter of fiscal year 1999 and
          the first three fiscal quarters of fiscal year 2000,
          quarterly for the fiscal quarter then ending and the
          preceding three fiscal quarters, and (z) for the
          last fiscal quarter of fiscal year 2000 and
          thereafter, quarterly for the fiscal quarter then
          ending and the preceding seven fiscal quarters, to
          be less than the ratio set forth opposite the
          relevant fiscal quarter in the following table:

               Fiscal Quarter                    Ratio

               First Quarter, 1999                1.80

               Second Quarter, 1999                .50

               Third Quarter, 1999                 .75

               Fourth Quarter, 1999 through
                 Second Quarter, 2000             1.45

               Third Quarter, 2000                1.35

               Fourth Quarter, 2000 and
               thereafter                         1.75"

          (e)  Amendment to Section 7.1(e).  Section 7.1(e) of
the Credit Agreement is amended by deleting it in its entirety
and substituting the following therefor:

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

               Fiscal Quarter                     Ratio

               First Quarter, 1999 through
                    Third Quarter, 1999           3.00

               Fourth Quarter, 1999 through
                    First Quarter, 2000           2.75

               Second Quarter, 2000 through
                    Fourth Quarter 2000           3.50

               First Quarter 2001 and
                    thereafter                    3.00


     provided that, for purposes of computing the ratio as of
     the end of the First Quarter, 1999, EBITDA shall be
     EBITDA for such quarter and for the preceding two
     quarters, plus $3,400,000."

          (f)  Amendment to Section 7.4.  Section 7.4 of the
Credit Agreement is amended by deleting therefrom subsections
(u) and (v) and substituting the following therefor:

               "(u) purchase the assets described in Section
7.3(i) hereof;

               (v)  the purchase of the SSC Securities; and

               (w)  make or permit to remain outstanding
investments in any money           market fund that invests
only in investments described in subsections (c), (d), (e),
(f), (g), or (h) of this Section 7.4."

          (g)  Amendment to Section 7.11.  Section 7.11 of the
Credit Agreement is amended by deleting it in its entirety and
substituting the following therefor:

               "Section 7.11.   Capital Expenditures.  The
     Borrower and its Subsidiaries shall not, on a
     consolidated basis, directly or indirectly, make Capital
     Expenditures in the aggregate in fiscal year 1998
     exceeding $84,000,000, in fiscal year 1999 exceeding
     $45,000,000, in fiscal year 2000 exceeding $75,000,000,
     in fiscal year 2001 exceeding $45,000,000 plus the amount
     (if any) by which the Borrower's Capital Expenditures
     were less than $75,000,000 in fiscal year 2000, in fiscal
     year 2002 exceeding $45,000,000 plus the amount (if any)
     by which the Borrower's Capital Expenditures in fiscal
     year 2001 were less than the amount available for Capital
     Expenditures in fiscal year 2001, and in any fiscal year
     thereafter exceeding $45,000,000 plus an amount up to
     $15,000,000 of any funds available but not expended in
     the previous fiscal year; provided that, the Borrower's
     permitted Capital Expenditures in fiscal year 1999 shall
     be reduced dollar for dollar by the amount that
     Borrower's Capital Expenditures in 1998 exceed
     $70,000,000."


     Section 2.  Conditions Precedent.  This Sixth 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 Sixth 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







           [Signatures continued on following page]


                                 COOPERATIEVE CENTRALE
                                 RAIFFEISEN-
Revolving Credit Commitment:      BOERENLEENBANK B.A.,
$20,000,000                       "Rabobank Nederland",
364-Day Line of Credit Commitment NEW YORK BRANCH,
$20,000,000                       individually and as Agent


                                 By:/s/ Edward Peyser
                                 Name: Edward Peyser
                                 Title: Vice President

                                 By: /s/ Linda Walther
                                 Name: Linda Walther
                                 Title: Vice President



Revolving Credit Commitment:     SUNTRUST BANK, ATLANTA
$18,000,000
364-Day Line of Credit Commitment
$18,000,000
                                 By: /s/ Michel A. Odermatt
                                 Name: Michel A. Odermatt
                                 Title: Vice President

                                 By: /s/ Kim S. Martin
                                 Name: Kim S. Martin
                                 Title: Vice President


Revolving Credit Commitment:     WACHOVIA BANK, N.A.
$16,000,000
364-Day Line of Credit Commitment
$16,000,000
                                 By: /s/ Thomas L. Gleason
                                 Name: Thomas L. Gleason
                                 Title: Senior Vice President




           [Signatures continued on following page]


Revolving Credit Commitment:     COBANK, ACB
$16,000,000
364-Day Line of Credit Commitment
$16,000,000
                                 By: /s/ Casey Garten
                                 Name: Casey Garten
                                 Title: Vice President


Revolving Credit Commitment:     HARRIS TRUST AND SAVINGS BANK
$10,000,000
364-Day Line of Credit Commitment
$10,000,000                      By: /s/ John R. Carley
                                 Name: John R. Carley
                                 Title: Vice President



Revolving Credit Commitment:     U.S. BANCORP AG CREDIT, INC.
$10,000,000
364-Day Line of Credit Commitment
$10,000,000                      By: /s/ Scott Trauth
                                 Name: Scott Trauth
                                 Title: President

                                 By:
                                 Name:
                                 Title:


Revolving Credit Commitment:     DG BANK DEUTSCHE
$10,000,000                      GENOSSENCHAFTSBANK AG,
364-Day Line of Credit Commitment  CAYMAN ISLANDS BRANCH
$10,000,000

                                 By: /s/ Kurt A. Morris
                                 Name: Kurt A. Morris
                                 Title: Vice President

                                 By: /s/ Eric K. Zimmerman
                                 Name: Eric K. Zimmerman
                                 Title: Asst. Vice President


                  [Final page of signatures]

