

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                                  FORM 10-Q

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



                For the Quarterly Period Ended March 27, 2004

                       Commission File Number 2-62681



                               GOLD KIST INC.
           (Exact name of registrant as specified in its charter)



    GEORGIA                                       58-0255560
(State or other jurisdiction of                (I.R.S. Employer
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


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
1934  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 whether the registrant is an accelerated  filer  (as
defined in Rule 12b-2 of the Exchange Act).
                                                      Yes             No   X


                               GOLD KIST INC.


                                    INDEX


                                                        Page No.

Part  I.   Financial Information


  Item 1.  Unaudited Financial Statements

           Consolidated Balance Sheets -
             June 28, 2003 and March 27, 2004               1

           Consolidated Statements of Operations -
             Three Months and Nine Months Ended
             March 29, 2003 and March 27, 2004              2

           Consolidated Statements of Cash Flows -
             Nine Months Ended March 29, 2003
             and March 27, 2004                             3

           Notes to Consolidated Financial
             Statements                                  4 -  14

  Item 2.  Management's Discussion and Analysis of
             Consolidated Results of Operations and
             Financial Condition                         15 - 24

  Item 3.  Quantitative and Qualitative Disclosure About
             Market Risks                                    25

  Item 4.  Controls and Procedures                           25

Part II.   Other Information

  Item 6.  Exhibits and Reports on Form 8-K                  26


<TABLE>
                                                                   Page 1
Item 1.  Financial              GOLD KIST INC.
         Statements       CONSOLIDATED BALANCE SHEETS
                            (Amounts in Thousands)
                                 (Unaudited)
<CAPTION>
                                                   June 28,     March 27,
                                                     2003          2004
<S>                                                <C>           <C>
          ASSETS
Current assets:
   Cash and cash equivalents                       $ 11,026        93,526
   Receivables, principally trade,
     less allowance for doubtful
     accounts of $2,002 at
     June 28, 2003 and $1,821
     at March 27, 2004                              104,699       117,156
   Inventories                                      196,728       221,283
   Deferred income taxes                             43,270        22,043
   Other current assets                              20,100        27,633
       Total current assets                         375,823       481,641
Investments                                          66,805        50,914
Property, plant and equipment, net                  226,905       218,684
Deferred income taxes                                26,822        30,799
Other assets                                         65,692        67,230
                                                   $762,047       849,268

       LIABILITIES AND EQUITY
Current liabilities:
   Current maturities of long-term debt            $ 22,162        13,436
   Accounts payable                                  63,281        67,012
   Accrued compensation and related expenses         31,875        42,978
   Interest left on deposit                           8,495         7,570
   Income taxes payable                                   -        22,348
   Other current liabilities                         39,783        59,018
       Total current liabilities                    165,596       212,362
Long-term debt, less current maturities             324,011       296,042
Accrued pension costs                                44,487        59,722
Accrued postretirement benefit costs                 10,119         7,485
Other liabilities                                    33,937        42,474
       Total liabilities                            578,150       618,085
Patrons' and other equity:
   Common stock, $1.00 par value - Authorized
     500 shares; issued and outstanding 2 at
     June 28, 2003 and March 27, 2004                     2             2
     Patronage  reserves                            185,620       212,992
   Accumulated other comprehensive loss             (43,448)      (43,448)
   Retained earnings                                 41,723        61,637
       Total patrons' and other equity              183,897       231,183
                                                   $762,047       849,268


      See Accompanying Notes to Consolidated Financial Statements.
</TABLE>

<TABLE>
                                                                   Page 2


                               GOLD KIST INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Amounts in Thousands)
                                 (Unaudited)

<CAPTION>
                                 Three Months Ended    Nine Months Ended
                                 Mar. 29,  Mar. 27,    Mar. 29,   Mar. 27,
                                   2003      2004        2003       2004
<S>                                         <C>       <C>        <C>  <C>
Net sales volume                 $466,389   575,589   1,364,501   1,629,204
Cost of sales                     461,589   480,128   1,360,576   1,402,843
 Gross margins                      4,800    95,461       3,925     226,361
Distribution, administrative
 and general expenses              19,196    27,200      59,841      80,494
Postretirement benefit
 curtailment gain and pension
 settlement (expense)                 554    (9,908)     10,865      (9,908)
 Net operating margins (loss)     (13,842)   58,353     (45,051)    135,959
Other income (deductions):
 Interest and dividend income         662       744       2,051       1,061
 Interest expense                  (6,762)  (13,316)    (18,423)    (27,701)
  Unrealized  loss  on investment       -         -     (24,064)    (18,486)
Miscellaneous, net                  2,134       886      (1,588)      5,419
   Total other deductions          (3,966)  (11,686)    (42,024)    (39,707)
 Margins (loss) from operations
   before income taxes            (17,808)   46,667     (87,075)     96,252
Income tax expense (benefit)       (5,937)   16,805     (21,008)     39,500
 Net margins (loss)              $(11,871)   29,862     (66,067)     56,752


        See Accompanying Notes to Consolidated Financial Statements.

</TABLE>

<TABLE>
                                                                Page 3
                               GOLD KIST INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Amounts in thousands)
                                 (Unaudited)

<CAPTION>
                                                    Nine Months Ended
                                                   Mar. 29,    Mar. 27,
                                                     2003        2004
<S>                                                <C>         <C>
Cash flows from operating activities:
 Net margins (loss) from continuing operations    $(66,067)      56,752
  Non-cash items included in net margins (loss)
    from operations:
    Depreciation and amortization                    29,361      29,538
    Unrealized loss on investment                    24,064      18,486
    Postretirement benefit curtailment gain         (10,865)          -
    Pension and other benefit plans expense           2,406      16,639
    Deferred income tax expense (benefit)           (17,379)     16,190
    Other                                              (184)     (1,241)
    Changes in operating assets and liabilities:
    Receivables                                       3,648     (12,474)
    Inventories                                        (324)    (24,555)
    Other current assets                              1,871        (656)
    Accounts payable, accrued and other expenses     (7,338)     48,512
Net cash provided by (used in) operating activities
 of continuing operations                           (40,807)    147,191
Net cash used in operating activities of
 discontinued operations                            (18,381)          -
Net cash provided by (used in) operating activities (59,188)    147,191
Cash flows from investing activities:
 Dispositions of investments                            469          43
 Acquisitions of property, plant and equipment      (27,871)    (19,810)
 Other                                                4,426       2,882
Net cash used in investing activities               (22,976)    (16,885)
Cash flows from financing activities:
 Short-term debt repayments, net                     (2,500)          -
 Proceeds from long-term debt                       202,920     196,940
 Principal repayments of long-term debt            (105,823)   (235,052)
 Payments of capitalized financing costs             (3,007)     (5,925)
 Patrons' equity redemptions paid in cash            (5,614)     (3,769)
Net cash provided by (used in) financing
 activities                                          85,976     (47,806)
Net change in cash and cash equivalents               3,812      82,500
Cash and cash equivalents at beginning of period      8,997      11,026
Cash and cash equivalents at end of period        $  12,809      93,526
Supplemental disclosure of cash flow data:
 Cash paid (received) during the periods for:
    Interest (net of amounts capitalized)         $  18,940      33,236
    Income taxes, net                             $  (5,849)     (1,548)

        See Accompanying Notes to Consolidated Financial Statements.
</TABLE>

                                                                     Page 4
                               GOLD KIST INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Amounts in Thousands)
                                 (Unaudited)

 1.  The  accompanying  unaudited consolidated financial statements  reflect
     the  accounts of Gold Kist Inc. and its subsidiaries ("Gold Kist",  the
     "Company" or the "Association") as of March 27, 2004 and for the  three
     and  nine  months  ended March 27, 2004.  These consolidated  financial
     statements  should be read in conjunction with Management's  Discussion
     and  Analysis of Results of Operations and Financial Condition and  the
     Notes  to Consolidated Financial Statements in the Company's previously
     filed  Annual  Report on Form 10-K for the fiscal year ended  June  28,
     2003.

     The Association employs a 52/53 week fiscal year.  Fiscal 2004 will  be
     a  52-week  year  and  fiscal 2003 was also a 52-week  year  with  each
     quarter in both periods consisting of 13 weeks.

 2.  In  the  opinion of management, the accompanying unaudited consolidated
     financial  statements  contain all adjustments  (consisting  of  normal
     recurring accruals) necessary to present fairly the financial position,
     the  results  of  operations, and the cash flows of the  Company.   All
     significant intercompany balances and transactions have been eliminated
     in  consolidation.  Results of operations for interim periods  are  not
     necessarily indicative of results for the entire fiscal year.

 3.  Comprehensive income  (loss) was $(11,871) and $29,862  for  the  three
     months  ended  March  29,  2003 and March 27, 2004,  respectively,  and
     $(66,067)  and  $56,752 for the nine months ended March  29,  2003  and
     March 27, 2004, respectively.

 4.  Revenue is  recognized upon shipment and transfer of ownership  of  the
     product  to  the  customer.  Revenue is recorded net of any  discounts,
     allowances   or   promotions.   Estimates  for  any   special   pricing
     arrangements, promotions or other volume-based incentives are  recorded
     upon  shipment  of  the product in accordance with  the  terms  of  the
     promotion, allowance or pricing arrangement.

 5.  Inventories consist of the following:
 <TABLE>
 <CAPTION>
                                      June 28, 2003      Mar. 27, 2004
     <S>                                <C>                <C>
     Live poultry and hogs              $ 97,691           103,418
     Marketable products                  53,587            64,520
     Raw materials and supplies           45,450            53,345
                                        $196,728           221,283
 </TABLE>
     Live  poultry  and hogs consist of broilers, market hogs  and  breeding
     stock.  Broilers are stated at the lower of cost or market and breeders
     are  stated at cost less accumulated amortization.  Costs include  live
     production costs (principally feed, chick cost, medications  and  other
     raw  materials), labor and production overhead.  Breeder costs  include
     acquisition  of  chicks from parent stock breeders,  feed,  medication,
     labor  and  production costs that are accumulated up to the  production
     stage and then amortized over their estimated useful life of thirty six
     weeks.  Market hogs include costs
                                                                   Page 5

     of  feed, medication, feeder pigs, labor and production overhead.  Pork
     breeder herds include cost of breeder gilts acquired from parent  stock
     breeders,  feed, medications and production costs that are  accumulated
     up to production stage and then amortized over twenty-four months.  The
     pork  breeders  are  included  in other  assets  -  noncurrent  in  the
     consolidated financial statements and are not significant.   If  market
     prices  for inventories move below carrying value, the Company  records
     adjustments to write down the carrying values of these inventories.

     Marketable products consist primarily of dressed and further  processed
     poultry.    The  Company  has  historically  accounted  for  marketable
     products   inventory  principally  at  selling  prices  less  estimated
     brokerage,  freight  and certain other selling costs  where  applicable
     (estimated net realizable value).  The Company has begun to  focus  its
     growth  efforts  and  production  on further-processed  or  value-added
     poultry  products  and  anticipates that an increasing  amount  of  its
     poultry  sales will be from further-processed products.  As  such,  the
     Company began accounting for its marketable products inventory  at  the
     lower of cost or market during the second quarter of fiscal 2004.

     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  forward  purchase
     contracts and commodity futures and options transactions to manage  the
     risk  of  adverse price fluctuations with regard to its feed ingredient
     purchases.

 6.  Depreciation  and amortization included in cost of goods  sold  in  the
     accompanying  consolidated statements of operations were  $8.1  million
     and  $24.9 million for the three and nine months ended March 29,  2003,
     respectively, and $8.5 million and $25.9 million for the three and nine
     months ended March 27, 2004, respectively.

7.   At  June  28, 2003 and March 27, 2004, the Association  had  a  minimum
     pension liability of $43.4 million, net of the deferred tax benefit  of
     $25.9  million.  The minimum pension liability, net of deferred  taxes,
     has  been  included  as a component of patrons'  and  other  equity  in
     accumulated other comprehensive loss.

8.   In October  1998, the Association completed the sale of assets  of  its
     Agri-Services business to Southern States Cooperative, Inc. (SSC).   In
     order  to  complete  the  transaction,  the  Association  committed  to
     purchase from SSC, subject to certain terms and conditions, up  to  $60
     million in principal amount of capital trust securities and $40 million
     in  principal  amount  of cumulative preferred securities  if  SSC  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 the securities under this commitment.  The Company initially
     recorded the securities at an estimated fair value of $81.4 million.


                                                                     Page 6


     The  SSC capital trust securities have a fixed maturity and are subject
     to  the  provisions of Statement of Financial Accounting Standards  No.
     115, "Accounting for Certain Investments in Debt and Equity Securities"
     (SFAS  115).  The SSC preferred stock securities are considered outside
     the scope of SFAS 115 and are accounted for at cost as they do not have
     a  fixed maturity, are not redeemable by Gold Kist, and do not  have  a
     readily determinable fair value.

     In  October  2002, SSC notified the Association that, pursuant  to  the
     provisions  of the indenture under which the Association purchased  the
     capital  trust  securities,  SSC would  defer  the  quarterly  interest
     payment  due  on  October 5, 2002.  All subsequent  quarterly  interest
     payments  have  also  been deferred.  The terms of  the  capital  trust
     securities allow for the deferral of quarterly interest payments for up
     to  20 quarters, with any deferred payments bearing interest at 10.75%.
     No  dividends  from  the  cumulative  preferred  securities  have  been
     received since the quarterly payment received in January 2002.

     As  a  result of the deferral of the interest payments, the Association
     followed  the  guidance of paragraph 16 of SFAS  115  and  reduced  the
     carrying value of the capital trust securities by $24.1 million with  a
     corresponding  charge  against margins from  operations  before  income
     taxes for the six months ended December 28, 2002.

     As  of December 31, 2003, SSC's total stockholders' and patrons' equity
     fell  below  the  Association's carrying value of the  preferred  stock
     investment, which the Company believes is a triggering event indicating
     impairment. The Association valued the preferred securities based on  a
     discounted  cash  flow approach and recorded an  "other-than-temporary"
     impairment  charge of $18.5 million in the quarter ended  December  27,
     2003.

     The carrying value of the SSC securities was $57.3 million at  June 28,
     2003  and  $38.8  million  on  March 27, 2004.  As interest rates  and
     market  conditions  change,  or  if SSC incurs  additional  significant
     losses,  the carrying value of the securities could be further reduced.
     Also,  the  proceeds from any future sale of the SSC  securities  could
     differ from these estimates.  If these events were to occur, they could
     have  a material impact on results of operations and financial position
     of the Association.

     Gold Kist is permitted to sell the SSC securities pursuant toapplicable
     securities  regulations  and  the  terms  of  the  securities.  The SSC
     securities  are  classified  as  noncurrent assets - investments in the
     accompanying consolidated balance sheets at June 28, 2003 and March 27,
     2004.

											    Page 7


9.   Long-term debt is summarized as follows:
<TABLE>
<CAPTION>
                                                   June 28,     March 27,
                                                     2003         2004
                                                   (Amounts in Thousands)
    <S>                                             <C>         <C>

     Senior notes, due 2014                         $      -     196,940
     Series B senior exchange notes, due in annual
       installments of $2,727                         24,546      21,818
     Series C senior exchange notes, due in annual
       installments of $2,273                         20,454      20,454
     Senior secured note payable with an insurance
       company                                        45,000           -
     Term loan agreements with financial
       institutions                                   95,000           -
     Revolving credit facility                        83,000           -
     Term loan agreement with agricultural credit
       bank, due in semi-annual installments of
       $1,785                                         35,720      32,150
     Term loan agreement with agricultural credit
       bank, due in quarterly installments of $600    10,000       9,600
     Subordinated capital certificates of interest
       with original fixed maturities ranging from
       seven to fifteen years, unsecured              23,006      18,204
     Tax exempt industrial revenue bond due July
       2015                                            7,500       7,500
     Mortgage loan, due in monthly installments to
        January 2010, secured by an office building    1,947       2,812
                                                     346,173     309,478
     Less current maturities                          22,162      13,436
                                                    $324,011     296,042
     </TABLE>

     In March 2004, the Company issued the senior notes in a private offering
     pursuant  to Rule 144A and Regulation S of the Securities Act  of  1933.
     The  stated interest rate on the senior notes is 10 1/4%, with  interest
     payable  semi-annually on March 15 and September 15.  The  Senior  Notes
     were  issued at a price of 98.47% and are reflected net of the  discount
     of $3.06 million in the accompanying consolidated balance sheet at March
     27,  2004.   The  discount amount will be amortized to interest  expense
     over  the  ten-year term of the senior notes under the  interest  method
     yielding an effective interest rate of approximately 10 1/2%.

     Net  proceeds  from the sale of the senior notes after underwriting  and
     other  expenses were $191.2 million.  From the proceeds, $145.5  million
     was  used  to  repay the $95 million term loan under the  senior  credit
     facility,  the $45 million term loan due to an insurance company  and  a
     prepayment penalty of $5.5 million on the term loan due to the insurance
     company.   The prepayment penalty and the write off of unamortized  loan
     fees of $.9 million are included in interest expense in the accompanying
     consolidated  statement of operations for the quarter  and  nine  months
     ended March 27, 2004.  The remaining proceeds after other expenses  were
     approximately   $44.7  million  and  will  be  used  to   fund   capital
     expenditures,  operations,  working  capital  needs  and  future    debt
     service  obligations.  The  fees  and  expenses  of  the

                                                                      Page 8

     offering  of approximately $5.4 million will be amortized over the  ten-
     year term of the senior notes under the interest method and included  in
     interest expense.

     Concurrent  with  the issuance of the senior notes, the Company  amended
     its senior credit facility to provide for a revolving line of credit  in
     an  aggregate principal amount of $125 million, including a sub-facility
     of  up  to $60 million for letters of credit, for a term of three years.
     Borrowings  under  the facility will be limited to the  lesser  of  $125
     million and a borrowing base determined by reference to a percentage  of
     the collateral value of the accounts receivable and inventories securing
     the facility.

     At  March  27,  2004,  the  Association  was  in  compliance  with   all
     applicable loan covenants under its senior notes and credit  facilities.

10.  The  Company  announced the closing of a poultry processing facility on
     September  3,  2003 and wrote down the carrying value  of  the  related
     assets  by  $2.5  million to the expected sales  price  less  costs  of
     disposal.   Additional charges of $1 million were  also  taken  in  the
     first  quarter of fiscal 2004, primarily related to employee  severance
     amounts,  which  were paid during the three months ended  December  27,
     2003.   No  significant  additional charges were  taken  in  the  third
     quarter of fiscal 2004.

11.  Effective January 1, 2004, the Association's qualified pension plan was
     prospectively amended.  For benefits earned in calendar 2004 and future
     years,  the basic pension formula was changed from 50% to 45% of  final
     average  earnings,  early retirement benefits were  reduced  and  other
     changes  were  made.  The pension benefits earned by employees  through
     2003 were unchanged.

     The  Association recognized $9.9 million of pension settlement  expense
     in  the  quarter ended March 27, 2004. The settlement expense  resulted
     from  lump sum distribution payments from the plan to electing retiring
     employees  exceeding  service and interest cost components  of  pension
     expense in the plan year.

     In  October   2002,  the   Association   substantially   curtailed  its
     postretirement  supplemental  life  insurance  plan.   Gains  from  the
     curtailment  of  approximately  $.6  million  and  $10.9  million   are
     reflected in the accompanying consolidated statements of operations for
     the three and nine-month periods ended March 29, 2003.

                                                                      Page 9

     Components  of  net  periodic benefit cost for the three  months  ended
     March 29, 2003 and March 27, 2004 are as follows:
     <TABLE>
    <CAPTION>
                                                         Postretirement
                                     Pension Benefits  Insurance Benefits
                                        2003     2004     2003     2004
    <S>                             <C>        <C>       <C>      <C>
     Service cost                     $ 1,380    1,674       16         -
     Interest cost                      2,548    2,672      687        78
     Estimated return on plan assets   (3,823)  (3,398)       -         -
     Amortization of:
       Unrecognized transition asset     (224)     (60)       -         -
       Unrecognized prior service cost    440      456     (403)   (2,586)
       Unrecognized (gain)/loss            92      569      358     2,088
     Net periodic benefit expense
       (income)                           413    1,913      658      (420)
     Settlements and curtailment            -    9,908     (554)        -
     Net periodic benefit expense/
       (income) after settlements
       and curtailment                $   413   11,821      104      (420)
     </TABLE>

     Components of net periodic benefit cost for the nine months ended March
     29, 2003 and March 27, 2004 are as follows:
     <TABLE>
     <CAPTION>
                                                          Postretirement
                                      Pension Benefits  Insurance Benefits
                                        2003      2004    2003     2004
    <S>                             <C>        <C>      <C>        <C>
     Service cost                    $  4,141     5,022       48         -
     Interest cost                      7,645     8,017    2,060       234
     Estimated return on plan assets  (11,468)  (10,193)       -         -
     Amortization of:
       Unrecognized transition asset     (672)     (180)       -         -
       Unrecognized prior service cost  1,318     1,366   (1,207)   (7,760)
       Unrecognized (gain)/loss           275     1,708    1,074     6,265
     Net periodic benefit expense
       (income)                         1,239     5,740    1,975    (1,261)
     Settlements and curtailment            -     9,908  (10,865)        -
     Net periodic benefit expense/
       (income) after settlements
       and curtailment               $  1,239    15,648   (8,890)   (1,261)
     </TABLE>

12.  The  Company has been named as a defendant in a purported class  action
     lawsuit  filed in the U.S. District Court for the Northern District  of
     Alabama  alleging  that  the Company's production  contracts  with  its
     member-growers  constitute unfair practices or arrangements  that  have
     permitted the Company to manipulate the prices of live poultry and have
     damaged  independent live poultry producers in violation of the Federal
     Packers  and  Stockyards Act of 1921.  The Company  believes  that  the
     substantive and class claims alleged in this lawsuit are without merit.
     The  plaintiff's claims are premised on the existence of a  significant
     market  for  live  poultry that does not exist  within  the  vertically
     integrated  structure  of  the  U.S. poultry  industry.   Further,  the
     Company is a farmers' cooperative, and the Company

                                                                     Page 10

     believes  that  the plaintiff, who is a member of the  cooperative,  is
     obligated  to arbitrate any disputes with the Company on an  individual
     basis  and  also  otherwise  lacks standing  to  bring  the  claims  in
     question.   For these and other reasons, the Company intends to  defend
     the  suit  vigorously and believes that this lawsuit will  not  have  a
     material adverse effect on the Company.

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

13.  SUPPLEMENTAL COMBINING CONDENSED FINANCIAL STATEMENTS

     The  Company's  senior  notes,  due  2014  are  jointly  and  severally
     guaranteed by the Company's domestic subsidiaries, which are 100% owned
     by  Gold  Kist  Inc.  (the "Parent"), except for GK Insurance  Inc.,  a
     wholly  owned  captive  insurance company domiciled  in  the  State  of
     Vermont.

     The following is the unaudited supplemental combining condensed balance
     sheets  as  of  June  28,  2003 and March 27,  2004,  the  supplemental
     combining  condensed statements of operations for the  three  and  nine
     months  ended March 29, 2003 and March 27, 2004, respectively, and  the
     supplemental combining condensed statements of cash flows for the  nine
     months  ended March 29, 2003 and March 27, 2004.  The only intercompany
     eliminations  are  the  normal intercompany  revenues,  borrowings  and
     investments in wholly owned subsidiaries.  Separate complete  financial
     statements of the guarantor subsidiaries, which are 100% owned  by  the
     Parent,  are  not  presented  because the guarantors  are  jointly  and
     severally, fully and unconditionally liable under the guarantees.
<TABLE>
<CAPTION>                                                            Page 11
                                      As of June 28, 2003
Balance Sheet:       Parent Guarantor  Non-Guarantor
                      Only Subsidiaries Subsidiary  Eliminations Consolidated
<S>                  <C>         <C>         <C>          <C>          <C>
ASSETS
Current assets:
 Cash and cash
  equivalents        $  8,353      164       2,509                     11,026
 Receivables, net     102,203   16,725      15,162      (29,391)      104,699
 Inventories          196,630       98           -                    196,728
 Deferred income
  taxes and other
  current assets       45,137    1,668      16,565                     63,370
  Total current
    assets            352,323   18,655      34,236      (29,391)      375,823
Investments            86,237        -           -      (19,432)       66,805
Property, plant
 and equipment,
 net                  226,571      334           -                    226,905
Deferred income
 taxes and other
 assets                70,155   14,511       7,848            -        92,514
  Total Assets       $735,286   33,500      42,084      (48,823)      762,047

LIABILITIES AND
 PATRONS' EQUITY
Current liabilities:
 Current maturities
  of long-term debt $  22,162        -           -                     22,162
 Accounts payable      75,837   16,835           -      (29,391)       63,281
 Accrued compensation
  and related expenses 31,871        4           -                     31,875
 Interest left on
  deposit               8,495        -           -                      8,495
 Other current
  liabilities          24,045       28      15,710                     39,783
  Total current
    liabilities       162,410   16,867      15,710      (29,391)      165,596
Long-term debt, less
 Current maturities   324,011        -           -                    324,011
Accrued pension costs  44,487        -           -                     44,487
Accrued postretirement
 benefit costs         10,119        -           -                     10,119
Other liabilities      10,362      326      23,249                     33,937
  Total liabilities   551,389   17,193      38,959      (29,391)      578,150
Patrons' and other
 equity               183,897   16,307       3,125      (19,432)      183,897
  Total liabilities
    and patrons'
    equity           $735,286   33,500      42,084       (48,823)     762,047
</TABLE>
<TABLE>
                                                                      Page 12
<CAPTION>
                                      As of March 27, 2004
Balance Sheet:       Parent  Guarantor   Non-Guarantor
                      Only  Subsidiaries  Subsidiary  Eliminations Consolidated
<S>                   <C>        <C>         <C>          <C>         <C>
ASSETS
Current assets:
 Cash and cash
  equivalents         $ 90,784      219      2,523                     93,526
 Receivables, net      115,279   13,059      26,232      (37,414)     117,156
 Inventories           221,128      155           -                   221,283
 Deferred income
  taxes and other
  current assets        26,463    (702)      23,915                    49,676
  Total current
    assets             453,654   12,731      52,670      (37,414)     481,641
Investments             71,822        -           -      (20,908)      50,914
Property, plant
 and equipment,
 net                   218,409      275           -                   218,684
Deferred income
 taxes and other
 assets                 78,184   10,467       9,378                    98,029
  Total Assets        $822,069   23,473      62,048      (58,322)     849,268

LIABILITIES AND
 PATRONS' EQUITY
Current liabilities:
 Current maturities
  of long-term debt  $ 13,436         -           -                    13,436
 Accounts payable       99,051    5,375           -      (37,414)      67,012
 Accrued compensation
  and related expenses  42,958       20           -                    42,978
 Interest left on
  deposit                7,570        -           -                     7,570
 Income taxes payable   22,364     (16)           -                    22,348
 Other current
  liabilities           29,360        3      29,655                    59,018
  Total current
    liabilities        214,739    5,382      29,655      (37,414)     212,362
Long-term debt, less
 Current maturities    296,042        -           -                   296,042
Accrued pension costs   59,722        -           -                    59,722
Accrued postretirement
 benefit costs           7,485        -           -                     7,485
Other liabilities       12,898      326      29,250                    42,474
  Total liabilities    590,886    5,708      58,905      (37,414)     618,085
Patrons' and other
 equity                231,183   17,765       3,143      (20,908)     231,183
  Total liabilities
    and patrons'
    equity            $822,069   23,473      62,048      (58,322)     849,268
</TABLE>
<TABLE>
                                                                  Page 13
<CAPTION>
                               Three Months Ended March 29, 2003
Statement of
 Operations:       Parent  Guarantor   Non-Guarantor
                    Only  Subsidiaries  Subsidiary   Eliminations Consolidated
<S>               <C>          <C>         <C>         <C>          <C>
Net sales volume  $465,525      633        2,895        (2,664)      466,389
Gross margins
 (loss)              4,803       96          (99)                      4,800
Net operating
 loss              (13,454)    (270)        (118)                    (13,842)
Interest, income
 taxes and other,
 net                 1,397      388          186                       1,971
Net margins (loss) (12,057)     118           68                     (11,871)
</TABLE>
<TABLE>
<CAPTION>
                              Three Months Ended March 27, 2004
Statement of
 Operations:       Parent  Guarantor   Non-Guarantor
                    Only  Subsidiaries  Subsidiary  Eliminations Consolidated
<S>               <C>          <C>         <C>        <C>          <C>
Net sales volume  $574,060      810        3,598      (2,879)       575,589
Gross margins
 (loss)             94,304       (2)       1,159                     95,461
Net operating
 margins (loss)     57,411     (198)       1,140                     58,353
Interest, income
 taxes and other,
 net               (28,519)     117          (89)                   (28,491)
Net margins (loss)  28,892      (81)       1,051                     29,862
</TABLE>
<TABLE>
<CAPTION>
                               Nine Months Ended March 29, 2003
Statement of
  Operations:       Parent  Guarantor   Non-Guarantor
                     Only  Subsidiaries  Subsidiary  Eliminations Consolidated
<S>              <C>          <C>          <C>         <C>        <C>
Net sales volume $1,359,569    1,805        8,686      (5,559)     1,364,501
Gross margins         3,681      178           66                      3,925
Net operating
 margins (loss)     (43,648)  (1,410)           7                    (45,051)
Interest, income
 taxes and other,
 net                (22,534)   1,151          367                    (21,016)
Net margins (loss)  (66,182)    (259)         374                    (66,067)
</TABLE>
<TABLE>
<CAPTION>
                               Nine Months Ended March 27, 2004
Statement of
  Operations:      Parent  Guarantor   Non-Guarantor
                    Only  Subsidiaries  Subsidiary  Eliminations Consolidated
<S>             <C>           <C>         <C>          <C>        <C>
Net sales volume $1,624,835    2,056       11,564      (9,251)    1,629,204
Gross margins
 (loss)             227,614      (15)      (1,238)                  226,361
Net operating
 margins (loss)     137,910     (652)      (1,299)                  135,959
Interest, income
 taxes and other,
 net                (82,634)   2,110        1,317                   (79,207)
Net margins          55,276    1,458           18                    56,752
</TABLE>
<TABLE>
                                                                    Page 14
<CAPTION>
                              Nine Months Ended March 29, 2003
Statement of
  Cash Flows:      Parent  Guarantor   Non-Guarantor
                    Only  Subsidiaries  Subsidiary  Eliminations Consolidated
<S>               <C>         <C>         <C>         <C>          <C>
Net cash provided
 by (used in)
 operating
 activities,
 including cash
 used in operating
 activities of
 discontinued
 operations        (58,814)    (381)            7                   (59,188)
Net cash provided
 by (used in)
 investing
 activities        (23,224)     248             -                   (22,976)
Net cash provided
 by financing
 activities         85,976        -             -                    85,976
Net increase
 (decrease) in
 cash and cash
 equivalents         3,938     (133)            7                     3,812
Cash and cash
 equivalents,
 beginning of
 period              8,213      533          251                      8,997
Cash and cash
 equivalents,
 end of period      12,151      400          258                     12,809
</TABLE>
<TABLE>
<CAPTION>
                                Nine Months Ended March 27, 2004
Statement of
  Cash Flows:       Parent  Guarantor   Non-Guarantor
                     Only  Subsidiaries  Subsidiary  Eliminations Consolidated
<S>               <C>       <C>              <C>         <C>       <C>
Net cash provided
 by (used in)
 operating
 activities       $151,438  (4,261)           14                    147,191
Net cash provided
 by (used in)
 investing
 activities       (21,201)    4,316            -                   (16,885)
Net cash used in
 financing
 activities       (47,806)        -            -                   (47,806)
Net increase in
 cash and cash
 equivalents        82,431       55           14                     82,500
Cash and cash
 equivalents,
 beginning of
 period              8,353      164        2,509                     11,026
Cash and cash
 equivalents,
 end of period      90,784      219        2,523                     93,526
</TABLE>

                                                                  Page 15
ITEM 2.            MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OF CONSOLIDATED RESULTS OF OPERATIONS
                        AND FINANCIAL CONDITION


General

After two decades of rapid growth, the broiler industry is maturing and  will
be  dependent on new and value-added product development, as well as expanded
export  opportunities for continued revenue growth.  Production and operating
efficiencies  will  also  be  necessary  for  increased  profitability.    In
addition,   the  industry  is  undergoing  consolidation  as  a   number   of
acquisitions  and mergers have occurred in the last five years.   The  market
share  of  the  top  five U.S. firms in terms of ready-to-cook  broiler  meat
production  has increased from approximately 49% to 60% during  that  period,
and this trend is expected to continue.

The  industry  has experienced volatility in results of operations  over  the
last  five  years  and expects the volatility to continue in the  foreseeable
future.   Volatility  in results of operations is generally  attributable  to
fluctuations, which can be substantial, in broiler sales prices and  cost  of
feed  grains.   Broiler  sales  prices tend to fluctuate  due  to  supply  of
chicken,  viability of export markets, supply and prices of  competing  meats
and  proteins,  animal health factors in the global meat sector  and  general
economic conditions.

Broiler market prices were favorable 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 fiscal 1999 as  these
problems were resolved and supplies increased. Market prices for poultry dark
meat  were  weak  during  fiscal 1999 as a result of the  Russian  and  Asian
economic  crises  that  began during the summer of  1998.  Depressed  broiler
prices continued through fiscal 2000 and most of fiscal 2001 due to increased
production levels and the large supply of competing meats, primarily pork and
beef. Broiler prices strengthened during the first half of fiscal 2002 due to
an  improved  supply/demand balance. Strong export demand,  principally  from
Russia,  favorably  impacted  both foreign and domestic  markets  and  fueled
higher broiler prices through the first eight months of fiscal 2002. However,
on  March  10, 2002, Russia banned the import of U.S. poultry.  This  led  to
downward  pressure  on  broiler sales prices due to excess  domestic  supply.
Export  sales industry-wide declined by approximately 20% during  the  fourth
quarter  of fiscal 2002. Although the Russian ban on U.S. imports was  lifted
in  April  2002 and product specifications and other issues were resolved  in
August  2002, fiscal 2003 sales to Russia were 60% below levels prior to  the
embargo.  Increased domestic supplies and higher supplies of competing  meats
continued the downward pressure on broiler sales prices through the  majority
of  fiscal  2003. Resumption of export sales to Russia and improved  domestic
demand  for chicken products have contributed to improved broiler  prices  in
the first nine months of fiscal 2004.

According to the USDA World Agricultural Outlook Board (WAOB), calendar  2003
U.S.  broiler  meat production approximated 32.399 billion pounds,  ready-to-
cook  weight, 1.6% above the 31.895 billion pounds produced in calendar 2002.
This  is  the  smallest increase in broiler production for  the  industry  in
recent history, and has contributed to improved broiler market prices in  the
nine-month  period  ended  March 27, 2004.  Heavier  bird  weights  slightly

                                                                    Page 16


offset  lower  egg  sets and chick placements.  The WAOB April  estimate  for
calendar  2004 broiler meat production is 33.676 billion pounds, which  is  a
3.9%  increase from the calendar 2003 forecast.  Subject to the  supplies  of
competing  meats, the status of export markets and other factors, we  believe
this  increase in supply, which is below historical averages for years  prior
to  2003,  should continue to contribute to improved broiler sales prices  in
fiscal  2004  compared to average prices for fiscal 2003.   However,  current
broiler sales prices are approaching their highest levels since 1999 and  are
not expected to continue at these levels.

Our  poultry export sales historically have been less than 10% of  total  net
sales.  Our  poultry  export sales, which we define as sales  other  than  to
customers in the United States or Canada, for fiscal 2001, 2002, 2003 and the
first  nine  months of fiscal 2004 were $68.8 million, $74.2  million,  $56.4
million   and   $70.7  million,  respectively.  The  U.S.  poultry   industry
historically has exported 15% to 20% of domestic production, principally dark
meat  products. Any disruption in the export markets can significantly impact
domestic  broiler  sales prices due to excess domestic  supply.  Starting  in
fiscal  2000,  poultry  export markets strengthened  as  demand  from  Russia
increased  due to changes in import tariffs and improved economic  conditions
due  to  the  rise  in world oil prices, which led to increased  consumption.
Increased demand continued through fiscal 2001 due in part to the ban on  red
meat  imports from the European Union. Strong export sales continued  through
the  first half of fiscal 2002, increasing 49% over the same period in fiscal
2001.  However, due to the Russian ban mentioned above, export sales for  the
last  quarter of fiscal 2002 decreased 32.6% from export sales  in  the  same
period  in  fiscal 2001. The drop in export sales continued in  fiscal  2003,
decreasing  24% from fiscal 2002. Due to the resumption of sales  to  Russia,
export  sales  for  the first nine months of fiscal 2004  were  significantly
higher  than  for  the same period in fiscal 2003. In December  2003,  Russia
implemented  a  quota  system that has reduced U.S.  poultry  imports  by  an
estimated  30% from levels prior to the embargo. This quota could  negatively
affect  our exports in future periods. In addition, China, Japan and  several
smaller  chicken  importing  countries have banned  all  imports  of  certain
broiler  products  from the United States due to chickens in  several  states
testing positive for avian influenza. Also, as a result of this event, Russia
has banned the import of broiler products from the affected states.  Although
our broiler production operations are not located in the affected states, the
continuation or expansion of these bans could negatively affect  our  results
of operations.

The  cost  of  feed  grains,  primarily corn  and  soybean  meal,  represents
approximately  fifty percent of total live broiler production costs.   Prices
of  feed  grains fluctuate in response to worldwide supply and demand.   Corn
and   soybean  meal  prices  increased  in  fiscal  2003  by  25%  and   18%,
respectively, due to stronger worldwide demand and a reduced U.S. crop due to
weather  problems  in  grain  producing areas.   Higher  feed  grain  prices,
particularly  soybean meal, are expected to continue at least through  fiscal
2004.   According  to  the USDA World Agricultural Outlook  Board,  projected
lower  South  American  soybean  production and  reduced  global  stocks  are
expected  to  push the season-average farm price to the highest level  in  20
years.

                                                                    Page 17


The Company believes that it can reduce the impact of industry volatility  on
its  results  by  increasing  its value-added product  lines,  continuing  to
improve  its  cost structure and continuing its commitment  to  an  unbranded
strategy  to  grow  private  label sales.  In  March  2004,  the  Association
improved its capital position and financial leverage through the issuance  of
the senior notes.

General issues such as increased domestic and global competition in the  meat
industry,  heightened  concerns over the safety  of  the  U.S.  food  supply,
volatility  in  feed  grain commodity prices and export  markets,  increasing
government  regulation  over animal production and  animal  welfare  activism
continue as significant risks and challenges to the profitability and  growth
of the Company and the broiler industry.


                            RESULTS OF OPERATIONS


Net Sales Volume

Gold  Kist's net sales volume for the quarter ended March 27, 2004  increased
23.4%  compared  to  the quarter ended March 29, 2003.  For  the  nine-months
ended  March 27, 2004, net sales volume increased 19.4% from $1.4 billion  in
the  comparable  period last year to $1.6 billion in the current  year.   The
increase  in net sales volume was due primarily to an approximate  26.4%  and
18.2%  increase  in  average chicken sales prices for the  quarter  and  nine
months ended March 27, 2004, respectively.  An overall strengthening economy,
favorable production levels, improved export demand and higher prices in  the
beef  and pork meat sectors contributed to stronger demand and higher chicken
sales prices in the fiscal 2004 periods.  Current diet trends emphasizing low
fat  proteins  such as chicken or fish have also favorably  impacted  product
demand.

The  Association's export sales of $22.0 million and $70.7  million  for  the
three and nine months ended March 27, 2004, respectively, were 51.8% and  77%
higher  than the fiscal 2003 periods, due to substantially increased  prices,
the  resumption  of  shipments  to Russia and  increased  demand  from  other
countries.   An import quota system was negotiated and announced  by  Russian
officials  in December 2003.  The U.S. share of the total quota  was  771,900
tons  or  73.5%.   This  is below the U.S. levels of  imports  prior  to  the
embargo; however, increased demand from other countries has partially  offset
this  reduction.   The Company's export sales to Russia  increased  29.9%  in
pounds  shipped and 110.2% in dollar value from $13.1 million  in  the  March
2003  year-to-date  period to $27.5 million in the  March  2004  year-to-date
period.

Net Operating Margins (Loss)

The Association had net operating margins of $58.4 million and $136.0 million
for the three and nine months ended March 27, 2004, respectively, compared to
net operating losses of $(13.8) million and $(45.1) million in the comparable
periods  last  year.  The increase in operating margins in  the  March   2004
periods  was  due  primarily  to  higher chicken selling prices
                                                                    Page 18

partially  offset by higher feed ingredient costs, principally soybean  meal.
Soybean  meal  prices were 24.9% higher per ton during the nine-month  period
ended  March  27, 2004 than the same period a year ago.  The  increased  feed
grain  costs were due to adverse weather conditions experienced late  in  the
growing  season.   The Company expects that higher soybean meal  prices  will
continue until the U.S. fall harvest due to tighter supplies.  Cost of  sales
also  included  a $3.5 million charge to write down the assets and  recognize
other  expenses, primarily employee severance amounts, related to the closing
of a poultry processing facility announced in September 2003.

The  Association's  pork production operations were breakeven  for  the  nine
months  ended  March  27, 2004 as compared to a net operating  loss  of  $3.0
million  for the comparable period in 2003.  The improvement was attributable
to improved hog market prices brought about by lower beef supplies.

The  34.5% year-to-date increase in distribution, administrative and  general
expenses  was  principally due to incentive compensation accruals  associated
with the net margins for the year-to-date March 2004 periods compared to  the
net  losses  in the March 2003 periods.  The Company also experienced  higher
benefit costs, principally pension expense and employee medical claims during
the first nine months of fiscal 2004, which contributed to the increase.

The  Association recognized $9.9 million of pension settlement expense in the
quarter ended March 27, 2004.  The settlement expense resulted from lump  sum
distribution payments from the plan to electing retiring employees  exceeding
service and interest cost components of pension expense in the plan year.  In
October  2002,  the  Association substantially curtailed  its  postretirement
supplemental   life  insurance  plan.   A  gain  from  the   curtailment   of
approximately  $10.9  million is reflected in the  accompanying  consolidated
statements of operations for the nine-month period ended March 29, 2003.

Other Deductions

Other  deductions totaled $11.7 million and $39.7 million for the  three  and
nine months ended March 27, 2004, respectively, compared to $4.0 million  and
$42.0 million for the comparable periods last year.

In  October  2002,  Southern  States Cooperative,  Inc.  (SSC)  notified  the
Association that, pursuant to the provisions of the indenture under which the
Association  purchased  the capital trust securities,  SSC  would  defer  the
quarterly  interest  payment due on October 5, 2002.  Interest  payments  for
subsequent quarters have also been deferred.  The terms of the capital  trust
securities allow for the deferral of quarterly interest payments for up to 20
quarters, with the deferred payments bearing interest at 10.75%.  As a result
of  the  deferral  of  the  interest payments, the  Association  reduced  the
carrying  value  of  the capital trust securities by  $24.1  million  with  a
corresponding charge included in other deductions for the nine  months  ended
March 29, 2003.

As  of December 31, 2003, SSC's total stockholders' and patrons' equity  fell
below  the  Association's carrying value of the preferred  stock  investment,
which the Company believes is a triggering event indicating impairment.   The
Association valued the preferred securities based on a discounted  cash  flow
approach  and recorded an "other-than-temporary" impairment charge  of  $18.5
million  included  in other deductions for the nine months  ended  March  27,
2004.

                                                                    Page 19


As  interest rates and market conditions change, or if SSC incurs  additional
significant  losses, the carrying value of the securities  could  be  further
reduced.   Also,  the proceeds from any future sale of the  securities  could
differ from these estimates.  If these events were to occur, they could  have
a  material  impact on the Association's results of operations and  financial
position.

Interest expense was $13.3 million and $27.7 million for the three and  nine-
month  periods ended March 27, 2004, respectively, compared to  $6.8  million
and  $18.4 million for the comparable periods last year. The increase in  the
quarter  and  year-to-date interest expense was due  in  large  part  to  the
prepayment  penalty of $5.5 million associated with the  payoff  of  the  $45
million  term loan due to an insurance company.  In addition, higher interest
rate  spreads over the London Interbank Offered Rate (LIBOR) and amortization
of  fees related to the February 2003 amendment to the Senior Credit Facility
and  the  arrangement of the Temporary Revolving Credit Facility that matured
on September 30, 2003 contributed to the increase.

Miscellaneous, net was income of $886 thousand and $5.4 million for the three
and  nine  months ended March 27, 2004, respectively, compared to  income  of
$2.1  million  and  expense of $1.6 million for the comparable  periods  last
year.   Gains from the sale of assets and from the settlement in August  2003
of notes receivable that exceeded their carrying value were the primary items
resulting  in  the  March  2004  year-to-date  income  amounts.   The   notes
receivable  were  acquired from the parent corporation of the  other  general
partner  of a pecan processing and marketing partnership dissolved in January
2003.  A payment in December 2002 representing the Company's share of a legal
settlement  as a former partner of a peanut processing and marketing  company
resulted in expense in the nine months ended March 29, 2003.  Income  from  a
hog  grow-out joint venture with another regional cooperative was $.5 million
for the nine months ended March 27, 2004 as compared to a loss of $.9 million
for the nine months ended March 29, 2003 due to improved hog market prices.

Income Tax Expense (Benefit)

The  combined  effective rates for determining the tax benefit  on  the  loss
before  income taxes for the three and nine months ended March 29, 2003  were
33.3% and 24.1%, respectively.  The lower tax benefit on the net loss for the
nine months ended March 29, 2003 was due to the deferred income tax valuation
allowance  established  for the unrealized capital loss  resulting  from  the
write down of the SSC capital trust securities in October 2002.

For  the  three  and  nine  months ended March 27,  2004,  the  Association's
combined  federal and state effective income tax rates used to calculate  the
tax  expense  on  the  margins  before income taxes  were  36.0%  and  41.0%,
respectively.   The increased effective tax rate over the federal  and  state
statutory rates for the nine months ended March 27, 2004 was primarily due to
the  deferred  income tax valuation allowance established for the  unrealized
capital  loss  resulting  from the write down  of  the  SSC  preferred  stock
investment in December 2003.

Income tax expense (benefit) for the periods presented reflects income  taxes
at  statutory  rates  adjusted  for  available  tax  credits  and  deductible
nonqualified equity redemptions.
                                                                    Page 20

                       LIQUIDITY AND CAPITAL RESOURCES

The  Association's  liquidity is dependent upon  funds  from  operations  and
external sources of financing.  In September 2002, the Company refinanced and
extended  its  senior  secured credit facility  to  include  a  $110  million
revolving credit facility maturing November 2004 and a $95 million term  loan
maturing November 2005.  The interest rates on the facility ranged from 1.50%
to  2.25%  over the London Interbank Offered Rate (LIBOR), adjusted quarterly
based  on  the Association's financial condition.  Other terms and conditions
were essentially unchanged.  The terms and conditions on the $45 million five-
year  term loan due November 2005 were also unchanged.  On February 11, 2003,
certain terms and conditions were amended, and interest rates on the facility
were  adjusted  to  range from 2.00% to 4.00% over LIBOR, adjusted  quarterly
based on financial conditions.

In  March  2004, the Company issued the $200 million in principal  amount  of
senior notes in a private offering pursuant to Rule 144A and Regulation S  of
the Securities Act of 1933.  The stated interest rate on the senior notes  is
10  1/4%,  with interest payable semi-annually on March 15 and September  15.
The  senior notes were issued at a price of 98.47% and are reflected  net  of
the  discount of $3.06 million in the accompanying consolidated balance sheet
at March 27, 2004.  The discount amount will be amortized to interest expense
over the ten-year term of the senior notes under the interest method yielding
an effective interest rate of approximately 10 1/2%.

Net  proceeds from the sale of the senior notes after underwriting and  other
expenses  were  approximately  $191.2 million.   From  the  proceeds,  $145.5
million were used to repay the $95 million term loan under the senior  credit
facility,  the  $45  million  term loan due to an  insurance  company  and  a
prepayment  penalty  of $5.5 million on the term loan due  to  the  insurance
company.   The prepayment penalty and the write off of unamortized loan  fees
of  $.9  million  are  included  in  interest  expense  in  the  accompanying
consolidated  statement of operations for the quarter and nine  months  ended
March   27,   2004.   The  remaining  proceeds  after  other  expenses   were
approximately  $44.7  million  will be used  to  fund  capital  expenditures,
operations,  working capital needs and future debt service obligations.   The
fees  and  expenses  of the offering of approximately $5.4  million  will  be
amortized  over  the  ten-year term of the senior notes  under  the  interest
method and included in interest expense.

Concurrent  with  the issuance of the senior notes, the Company  amended  its
senior  credit  facility to provide for a revolving  line  of  credit  in  an
aggregate principal amount of $125 million, including a sub-facility of up to
$60  million  for letters of credit, for a term of three years.  The  Company
had  letters of credit outstanding in the normal course of business under the
facility  of $25.1 million at March 27, 2004.  Borrowings under the  facility
will be limited to the lesser of $125 million and a borrowing base determined
by  reference  to  a  percentage  of the collateral  value  of  the  accounts
receivable  and  inventories  securing the facility.   Borrowings  under  the
facility  bear  interest  from 2.25% to 3.25% over LIBOR  adjusted  quarterly
based on financial conditions.

The  Association's senior secured credit facility, senior exchange notes  and
term loans are secured by substantially all of the Association's inventories,
receivables, and property, plant and equipment.  Covenants under the terms of
these  debt  agreements with lenders include conditions  that   could   limit
short-term and long-term financing available from various

                                                                    Page 21

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 total debt to total capital ratio.  The debt  agreements
place  a  limitation  on  capital expenditures,  equity  distributions,  cash
patronage  refunds,  commodity contracts and additional  loans,  advances  or
investments and other items.  Covenants under the senior notes include, among
others, limitations on indebtedness, restricted payments, sales of assets and
subsidiary stock, capital expenditures and other items.  Terms of
the  notes  also include an excess cash flow provision, which  under  certain
conditions  could require the Company to deposit funds in a  restricted  cash
account  to  be used for future scheduled or mandatory principal payments  of
senior debt.

At March 27, 2004, the Association was in compliance with all applicable loan
covenants under its senior notes and other credit facilities.

For  the  first  nine  months  of fiscal 2004,  cash  provided  by  operating
activities  was $147.2 million compared to cash used in operating  activities
of  continuing operations of $40.8 million for the first nine months of 2003.
The  increased  cash  flow was due to the strong operating  results  for  the
period   as  adjusted  for  non-cash  items,  principally  depreciation   and
amortization,  the unrealized loss on investment, accrued benefit  costs  and
deferred income taxes.  Cash used in financing activities for the nine months
ended March 27, 2004 was $47.8 million compared to cash provided by financing
activities for the nine months ended March 29, 2003 of $86.0 million.  During
the  period,  the Company repaid outstanding debt of $241 million,  including
scheduled  long-term  debt amounts and payments on the  revolver  and  senior
credit  facility.   At  March  27,  2004, the  Association  had  unused  loan
commitments of $99.8 million and cash of $80.5 million invested in short term
interest bearing instruments.

Working capital and patrons' and other equity were $269.3 million and  $231.2
million,  respectively,  at March 27, 2004 compared  to  $210.2  million  and
$183.9  million, respectively, at June 28, 2003.  The improvement in  working
capital  reflected  the  strong  operating  results  and  improved  liquidity
provided  by  the financing transactions consummated during the third  fiscal
quarter.  The increase in patrons' and other equity reflects the net  margins
for the first nine months of fiscal 2004 partially offset by  $3.8 million of
equity  redemptions and the $5.7 million estimated cash portion of the fiscal
2004 patronage refund reclassified to a current liability.

In August 2003, the Board of Directors of the Association suspended the early
cashing of notified equity at the request of the holder, but will continue to
pay  the full face value of notified equity to the estates of deceased equity
holders,  subject to a board imposed $4.0 million limitation on total  equity
cashings  in  2004.   The redemption of patrons' equity  is  subject  to  the
discretion of the Board of Directors.

The Association has spent approximately $19.8 million in capital expenditures
in  the  nine  month  period ended March 27, 2004 and  expects  to  spend  an
additional  $12-$15 million in the last quarter of fiscal 2004  that  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 2004 capital expenditures and  related
working  capital needs with existing cash balances and cash  expected  to  be
provided from operations.

                                                                    Page 22


Effective  January  1,  2004, the Association's qualified  pension  plan  was
prospectively  amended.   For benefits earned in  calendar  2004  and  future
years, the basic pension formula was changed from 50% to 45% of final average
earnings,  early  retirement  benefits  were  reduced,  and  the   lump   sum
distribution option is no longer available.  The pension benefits  earned  by
employees through 2003 were unchanged.  As a result of these amendments,  the
projected pension plan minimum contribution commencing in calendar  2005  was
reduced from $7 million estimated at July 2003 to $4 million.

In  connection with the sale of assets of its Agri-Services business  to  SSC
during  1999,  Gold  Kist  discontinued  the  sale  of  Subordinated  Capital
Certificates.  The Association believes cash on hand and cash equivalents  at
March  27, 2004 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  over  the  next  twelve months  and  to  fund  the  repayment  of
outstanding Subordinated Certificates as they mature.

Important Considerations Related to Forward-Looking Statements

The  statements contained in this report regarding our future  financial  and
operating  performance and results, business strategy, market prices,  future
commodity  price  risk management activities, plans and forecasts  and  other
statements  that are not historical facts are forward-looking statements,  as
defined  in  Section  27A  of  the Securities Act  and  Section  21E  of  the
Securities  Exchange  Act of 1934, as amended. We have based  these  forward-
looking  statements on our current assumptions, expectations and  projections
about future events.

We   use   the  words  "may,"  "will,"  "expect,"  "anticipate,"  "estimate,"
"believe," "continue," "intend," "should," "would," "could", "plan," "budget"
and  other  similar words to identify forward-looking statements. You  should
read  statements  that  contain these words carefully  because  they  discuss
future  expectations, contain projections of results of operations or of  our
financial  condition and/or state other "forward-looking" information.  These
statements  may  also involve risks and uncertainties that  could  cause  our
actual results of operations or financial condition to materially differ from
our expectations, including, but not limited to:

     -  fluctuations in the cost and availability of raw materials, such
        as feed ingredients;
     -  changes  in  the availability and relative costs  of  labor  and
        contract growers;
     -  market  conditions for finished products, including  competitive
        factors and the supply and pricing of alternative meat proteins;
     -  effectiveness of our sales and marketing programs;
     -  disease   outbreaks   affecting   broiler   production    and/or
        marketability of our products;
     -  contamination  of products, which can lead to product  liability
        and product recalls;
     -  access   to  foreign  markets  together  with  foreign  economic
        conditions;


                                                                     Page 23

     -  acquisition activities and the effect of completed acquisitions;
     -  pending or future litigation;
     -  the  ability to obtain additional financing or make payments  on
        our debt;
     -  regulatory   developments,  industry   conditions   and   market
        conditions; and
     -  general economic conditions.

Any   forward-looking  statements  in  this  report  are  based  on   certain
assumptions and analysis made by us in light of our experience and perception
of  historical  trends, current conditions, expected future developments  and
other   factors   that  we  believe  are  appropriate   under   the   current
circumstances. However, events may occur in the future that we are unable  to
accurately  predict,  or  over  which we  have  no  control.  Forward-looking
statements  are not a guarantee of future performance and actual  results  or
developments  may  differ  materially from expectations.  You  are  therefore
cautioned not to place undue reliance on such forward-looking statements.  We
do  not  intend  to update any forward-looking statements contained  in  this
document.  When considering our forward-looking statements, also keep in mind
the  risk  factors and other cautionary statements in other reports  that  we
file with the Securities and Exchange Commission.

Effects of Inflation

The  major factors affecting the Association's net sales volume and  cost  of
sales  are  the 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.

New Accounting Pronouncements

In  May  2003,  the  Financial  Accounting Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standards ("SFAS") No. 150, "Accounting for
Certain  Financial  Instruments  with  Characteristics  of  Liabilities   and
Equity,"  which  is  effective at the beginning of the first  interim  period
beginning  after June 15, 2003.  SFAS No. 150 establishes standards  for  the
classification  of  financial instruments in financial statements  that  have
characteristics  of  both  liabilities and equity.   Any  redemption  of  the
Company's  patrons'  equity  is subject to the discretion  of  the  Board  of
Directors  and  is  not mandatorily redeemable.  Therefore implementation  of
SFAS  No. 150 did not have a significant impact on the Company's consolidated
financial statements.

In  January  2003,  the FASB issued Interpretation No. 46, "Consolidation  of
Variable Interest Entities, an interpretation of Accounting Research Bulletin
No. 51" (FIN 46), as amended in December 2003.  This interpretation addresses
the  consolidation by business enterprises of variable interest  entities  as
defined   in   the   interpretation.   Generally,  the  provisions   of   the
Interpretation are effective in the first interim period ending  after  March
15,  2004.   Implementation of FIN 46 did not have a material impact  on  the
Company's consolidated financial statements.
                                                                   Page 24


In  May  2003, the Emerging Issues Task Force ("EITF") of the FASB reached  a
consensus  on  Issue  01-08, "Determining Whether an Arrangement  Contains  a
Lease."   If  an  arrangement contains a lease in accordance  with  the  EITF
guidance, the timing of the expense and recognition in the balance sheet (if
a  capital  lease) and disclosures could be affected.  The EITF is applicable
to  all  arrangements agreed to or modified in fiscal periods after  May  28,
2003.    The  effect  of this EITF is not material to the Company  for  those
arrangements  entered into or modified in the first nine months  ended  March
27, 2004.

In  April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133  on
Derivative Instruments and Hedging Activities."  This statement did not  have
a material impact on the Company's consolidated financial statements.

In  December  2003,  the FASB issued a revision of SFAS No.  132  "Employers'
Disclosures  about  Pensions  and Other Postretirement  Benefits,"  which  is
effective for the Company's fiscal year ending June 26, 2004.  Interim period
disclosures required by SFAS No. 132 are incorporated herein.

Contractual Obligations

Obligations  under long-term debt, non-cancelable operating leases  and  feed
ingredient  purchase  commitments  at March  27,  2004  are  as  follows  (in
millions):
<TABLE>
<CAPTION>
                                       Payments Due by Period
                                 Less than                         After
                          Total   1 year    1-3 years  4-5 years  5 years
<S>                      <C>       <C>        <C>         <C>      <C>
Long-term debt (a)       $309.5     13.4       25.4       28.8     241.9
Operating leases (b)       53.7     15.5       21.7       14.3       2.2
Feed ingredient purchase
 commitments (c)          307.3    307.3          -          -         -
  Total                  $670.5    336.2       47.1       43.1     244.1
</TABLE>

(a)  Excludes $33.8 million in total letters of credit outstanding related to
     normal business transactions.

(b)  Operating  lease commitments as of June 28, 2003.  There have  not  been
     any significant changes in the nine months ended March 27, 2004.

(c)  Feed  ingredient purchase commitments include both priced  and  unpriced
     contracts  in the ordinary course of business.  Unpriced feed ingredient
     commitments are priced at market as of March 27, 2004 for the  month  of
     delivery.  If necessary, these commitments could be settled at a gain or
     a loss dependent on grain market conditions.

Critical Accounting Policies

There  were no material changes in the Company's critical accounting policies
during the quarter ended March 27, 2004.

                                                                    Page 25

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

Market Risk

The  principal market risks affecting the Association are exposure to changes
in  broiler  and  commodity prices.  Although the Company  has  international
sales  and  related accounts receivable from 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  to reduce the effect of changing commodity prices on operations  and
to  ensure  supply  of  a  portion of its commodity inventories  and  related
purchase and sales contracts.  Feed ingredients futures and option contracts,
primarily corn and soybean meal, are accounted for at fair value.  Changes in
fair value on these commodity futures and options are recorded as a component
of  product cost in the consolidated statements of operations.  Terms of  the
Association's  secured  credit facility limit the  use  of  forward  purchase
contracts  and commodities futures and options transactions.   At  March  27,
2004,  the  notional amounts and fair value of the Association's  outstanding
commodity futures and options positions were not significant.

Based  on estimated annual feed usage, a 10% increase in the weighted average
cost  of  feed  ingredients would increase annualized cost  of  sales  by  an
estimated $60 million.

Interest Rate Risk

The  Association  has exposure to changes in interest rates on  certain  debt
obligations.   The  interest  rates on the Senior Secured  Credit  facilities
fluctuate based on the London Interbank Offered Rate (LIBOR), as well as  the
Association's  financial  condition.  If  the  entire  commitment  under  the
facility was outstanding, a 1% change in LIBOR would increase annual interest
expense by an estimated $1.4 million.

ITEM 4.  CONTROLS AND PROCEDURES

An  evaluation was performed under the supervision and with the participation
of  the  Company's  management, including the President and  Chief  Executive
Officer   ("CEO"),  and  the  Chief  Financial  Officer   ("CFO"),   of   the
effectiveness  of  the  design  and operation  of  the  Company's  disclosure
controls and procedures.  Based on that evaluation, the Company's management,
including  the  CEO  and  the CFO, concluded that  the  Company's  disclosure
controls  and procedures as of the end of the period covered by this  report,
were  effective  in  timely bringing to their attention material  information
related  to  the  Company required to be included in the  Company's  periodic
Securities and Exchange Commission filings.  There has not been any change in
the  Company's internal control over financial reporting that occurred during
the Company's most recent fiscal quarter that has materially affected, or  is
reasonably  likely  to materially affect, the registrant's  internal  control
over financial reporting.
                                                                   Page 26

                         PART II:  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.

    (a) Exhibits

         Designation of Exhibit in this Report  Description of Exhibit

         B-31                                   Section 302, Sarbanes-
                                                Oxley Act, Certifications

         B-32                                   Section 906, Sarbanes-
                                                Oxley Act, Certifications

    (b) Reports  on  Form 8-K.  Gold Kist has filed the following reports  on
        Form 8-K during the three months ended March 27, 2004:

        March  12,  2004  -  Reports the completion and  filing  of  material
        agreements  entered  into in connection with  the  Company's  private
        placement of senior notes.
        March  8,  2004 - Reports the issuance of a press release  announcing
        the  pricing  of the Company's private placement of $200  million  of
        senior notes.
        February  26,  2004  -  Reports  the  issuance  of  a  press  release
        announcing  the  commencement  of  litigation  against  the  Company.
        February  19,  2004  -  Reports  the  issuance  of  a  press  release
        announcing the Company's intent to complete an institutional  private
        placement of senior notes in the amount of $200 million.

                                 SIGNATURES

Pursuant  to  the requirements 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.
                                               (Registrant)



Date       May 11, 2004
                                               John Bekkers
                                          Chief Executive Officer
                                        (Principal Executive Officer)




Date       May 11, 2004
                                               Stephen O. West
                                    Chief Financial Officer, Vice President
                                        (Principal Financial Officer)


                                                                  Page 26

                         PART II:  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K.

    (a) Exhibits

         Designation of Exhibit in this Report  Description of Exhibit

         B-31                                   Section 302, Sarbanes-
                                                Oxley Act, Certifications

         B-32                                   Section 906, Sarbanes-
                                                Oxley Act, Certifications

    (b) Reports  on  Form 8-K.  Gold Kist has filed the following reports  on
        Form 8-K during the three months ended March 27, 2004:

        March  12,  2004  -  Reports the completion and  filing  of  material
        agreements  entered  into in connection with  the  Company's  private
        placement of senior notes.
        March  8,  2004 - Reports the issuance of a press release  announcing
        the  pricing  of the Company's private placement of $200  million  of
        senior notes.
        February  26,  2004  -  Reports  the  issuance  of  a  press  release
        announcing  the  commencement  of  litigation  against  the  Company.
        February  19,  2004  -  Reports  the  issuance  of  a  press  release
        announcing the Company's intent to complete an institutional  private
        placement of senior notes in the amount of $200 million.

                                 SIGNATURES

Pursuant  to  the requirements 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.
                                               (Registrant)



Date       May 11, 2004                    /s/ John Bekkers
                                               John Bekkers
                                          Chief Executive Officer
                                        (Principal Executive Officer)




Date       May 11, 2004                    /s/ Stephen O. West
                                               Stephen O. West
                                    Chief Financial Officer, Vice President
                                        (Principal Financial Officer)



