UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                            FORM 10-Q

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

 For the Quarter Ended March 29, 1997 Commission File No. 0-14960

                               OR  

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

For the transition period from                 to                


                    GOLDEN POULTRY COMPANY, INC.                 
      (Exact name of registrant as specified in its charter)


    GEORGIA                                      58-1492075      
(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-
5050

                                N/A                              
(Former name, former address and former fiscal year, if changed  
 since last report.)

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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                                    OUTSTANDING AS OF
                  CLASS                May 12, 1997    

               Common Stock, No
                 Par Value             14,628,435  

 
          
           GOLDEN POULTRY COMPANY, INC. AND SUBSIDIARY


                              INDEX



                                                      Page No.
Part  I.  Financial Information

     Item 1.  Financial Statements

              Consolidated Balance Sheets -
                March 29, 1997 and June 29, 1996  . .     1

              Consolidated Statements of Operations -
                Three Months and Nine Months
                Ended March 29, 1997 and 
                March 30, 1996  . . . . . . . . . . .     2

                Consolidated Statements of Cash Flows -
                Nine Months Ended March 29, 1997
                and March 30, 1996. . .   . . . . . .     3

                Notes to Consolidated Financial
                 Statements   . . . . . . . . . . . .   4 - 5   

     Item 2.  Management's Discussion and Analysis of
                Consolidated Results of Operations and
                Financial Condition   . . . . . . . .   6 - 7

Part II.  Other Information

     Item 5.  Other Information . . . . . . . . . . .     8

     Item 6.  Exhibits and Reports on Form 8-K  . . .     9



<TABLE>
                                                        Page 1

                     GOLDEN POULTRY COMPANY, INC. AND SUBSIDIARY
                             CONSOLIDATED BALANCE SHEETS
                                (Amounts in thousands)
                                     (Unaudited)

<CAPTION>
                                              March 29,1997   June 29, 1996
<S>                                             <C>              <C> 
                   ASSETS
Current assets:
   Cash and cash equivalent                     $  3,664           2,599
   Trade accounts receivable less allowance                
     for doubtful accounts of $67 at 
     Mar. 29, 1997 and $31 at June 29, 1996       24,873          23,654
   Inventories (note 3)                           63,794          54,903
   Other                                           6,222           2,468
        Total current assets                      98,553          83,624
Property, plant and equipment, net               105,982          73,738
Other assets                                       4,198           6,617
                                                $208,733         163,979
                                                        
    LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Current portion of long-term debt            $    599             585
   Short-term borrowings from Gold Kist                 
    (note 4)                                       6,406             -  
   Accounts payable                               33,969          26,292
   Due to Gold Kist                                  699           1,207
   Income taxes payable                             -              2,705
   Accrued compensation and related expenses       7,397           8,300
        Total current liabilities                 49,070          39,089
Long-term debt, excluding current portion         31,266           4,840
Other liabilities                                  5,496           5,495
        Total liabilities                         85,832          49,424
Minority interest in consolidated partnership     11,148          10,198
Shareholders' equity:
   Preferred stock, $1.00 par value.
    Authorized 1,000 shares; no shares issued       -               -   
   Common stock, no stated par value.
    Authorized 20,000 shares; issued 14,982
    shares at March 29, 1997 and 14,882 at 
    June 29, 1996                                 66,133          65,464
   Retained earnings                              47,839          41,112
                                                 113,972         106,576
                                                                        
   Less treasury stock, at cost, 358 shares
    at March 29, 1997 and June 29, 1996            2,219           2,219
        Total shareholders' equity               111,753         104,357
                                                $208,733         163,979



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


<TABLE>
                                                                  Page 2


                     GOLDEN POULTRY COMPANY, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                    (Amounts in thousands, except per share data)
                                     (Unaudited)


<CAPTION>                                                  
                                  Three Months Ended    Nine Months Ended 
                                  Mar. 29,   Mar. 30,   Mar. 29,  Mar. 30,
                                    1997       1996       1997      1996 
<S>                               <C>        <C>        <C>       <C>    
Net sales                         $189,131   153,496    546,835   441,362
Cost of sales                      183,220   147,838    517,546   410,085

   Gross profit                      5,911     5,658     29,289    31,277
Selling, administrative and
  general expenses                   5,287     4,743     16,210    15,294

   Operating income                    624       915     13,079    15,983
Other (expense) income:                                        
  Interest expense                    (274)     (352)      (892)   (1,131)
  Miscellaneous, net                    33        32         91       187
                                      (241)     (320)      (801)     (944)
Earnings before minority
     interest and income taxes         383       595     12,278    15,039
Minority interest in partnership
  (gain)loss                           435       828       (950)    1,133

   Earnings before income taxes        818     1,423     11,328    16,172
Income tax expense                     167       483      4,165     6,130

   Net earnings                   $    651       940      7,163    10,042

Net earnings per share            $    .04       .06        .49       .69
Weighted average outstanding
  shares                            14,619    14,529     14,556    14,522
Cash dividends per share          $    .01       .01        .03       .03
                                                               

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

<TABLE>
                                                                    Page 3

                     GOLDEN POULTRY COMPANY, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Unaudited)
                                (Amounts in thousands)

<CAPTION>
                                                      Nine Months Ended   
                                                     Mar. 29,     Mar. 30,
                                                      1997         1996   
<S>                                                   <C>          <C>    
Cash flows from operating activities:
  Net earnings                                       $  7,163       10,042
  Non-cash items included in net earnings:            
     Depreciation                                       9,511       12,199
     Minority interest in partnership gain (loss)         950       (1,133)
     Deferred taxes                                      (343)        (636)
     Other                                                126          236
Changes in operating assets and liabilities:          
     Trade accounts receivable                         (1,219)         382
     Inventories                                       (8,891)      (4,905)
     Accounts payable and accrued compensation and
         related expenses                               6,773        5,773
     Due to Gold Kist                                  (1,180)      (3,220)
     Income taxes                                      (2,705)      (1,853)
     Other                                             (3,523)      (1,451)
        Net cash provided by operating activities       6,662       15,434

Cash flows from investing activities:                 
  Acquisitions of property, plant and equipment       (39,421)      (6,796)
  Other                                                    73           84
       Net cash used in investing activities          (39,348)      (6,712)

Cash flows from financing activities:                 
  Short-term borrowings, net, payable                        
     to Gold Kist                                       7,078          372
  Principal payments of long-term debt                   (560)      (8,001)
  Proceeds from long-term debt                         27,000            -
  Dividends paid                                         (437)        (436)
  Issuance of common stock                                670         -   
        Net cash provided by (used in)
        financing activities                           33,751       (8,065)
         
       Net change in cash and cash equivalents          1,065          657

Cash and cash equivalents at beginning of period        2,599        2,720

Cash and cash equivalents at end of period           $  3,664        3,377
      
Supplemental disclosure of cash flow information:
   Cash paid during the periods for:
     Interest (net of amounts capitalized)           $    892        1,123
     Income taxes                                    $  9,355        8,618



             See Accompanying Notes to Consolidated Financial Statements.

</TABLE>


                                                      Page 4

           GOLDEN POULTRY COMPANY, INC. AND SUBSIDIARY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (Amounts in thousands)
                           (Unaudited)

1. The  accompanying unaudited  consolidated financial statements
   reflect the accounts of Golden  Poultry Company, Inc. and  its
   subsidiary and a majority  owned partnership, Carolina  Golden
   Products  Company  (collectively,   "the  Company").     These
   consolidated   financial   statements  should   be   read   in
   conjunction  with  Management's  Discussion  and  Analysis  of
   Financial Condition  and Results of  Operations and the  Notes
   to Consolidated  Financial Statements on  pages 11 through  15
   and  pages  22  through 29,  respectively,  of  the  Company's
   Annual Report in the previously  filed Form 10-K for  the year
   ended June 29, 1996.

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, results of operations,
   and cash flows.   Results  of operations  for interim  periods
   are  not necessarily  indicative  of  results for  the  entire
   year.

3. Inventories consist of the following:
<TABLE>
<CAPTION>
                                    March 29, 1997      June 29, 1996
     <S>                                 <C>               <C>    
     Live poultry                        $40,467           32,255 
     Feed, eggs, and supplies             15,099           13,069 
     Marketable products                   8,228            9,579 
                                         $63,794           54,903 
</TABLE>

4. The  amounts  outstanding  represent  borrowings  by  Carolina
   Golden   Products  under  a  $15.0  million  Revolving  Credit
   Agreement with Gold Kist.

5. In January 1993, certain  Alabama member patrons of  Gold Kist
   Inc.  filed a  lawsuit  in  the  Circuit  Court  of  Jefferson
   County, Alabama,  Tenth Judicial  Circuit against  the Company
   and Gold Kist Inc. and  certain directors and officers  of the
   companies.   (Ronald  Pete  Windham and  Windham  Enterprises,
   Inc. on  their behalf  and on behalf  of and  for the use  and
   benefit of  Gold Kist,  Inc. and  its shareholders/members  v.
   Harold  O.  Chitwood,  individually  in  his  capacity  as  an
   officer of  Gold Kist  and a  Director of  Golden Poultry;  et
   al).  The lawsuit  alleges that the named  defendants violated
   their fiduciary  duties by  diverting corporate  opportunities
   from Gold  Kist to  the Company  and Carolina Golden  Products
   Company in  connection with  the creation  of the  Company and
   Carolina  Golden  Products  Company  and  by  permitting their
   continued operations.   Among the remedies requested  were the
   transfer of  the Company's operations  to Gold Kist. In  March
   1994,  the Court  certified the Windham  litigation as a class
   action.  In  September 1995,  the Company and  Carolina Golden
   Products  Company were  dismissed  from  the litigation.    On
   October 25,  1995,  the  jury in  the  Windham  case  returned
   verdicts in favor  of the plaintiffs  in the  litigation.   On
   July  2, 1996,  the Jefferson  County,  Alabama Circuit  Court
   Judge entered a  memorandum opinion and non-final  judgment in
   the case directing  Gold Kist to acquire the approximately 27%
   of Company shares  currently owned by investors so that all of
   the  issued  and outstanding  stock  of the  Company  would be
   owned by Gold  Kist.  The Court denied the plaintiffs' demands
   for  additional  allocations  and  cash  distributions  to the
   class  members.  On September 13,  1996, subsequent to Motions
   for Reconsideration  filed by  the plaintiffs  and Gold  Kist,
   the Court entered a Final Judgment and  

                                                        Page 5

   Decree amending  its July 2,  1996 Order.   The Final Judgment
   and Decree, clarified  and reaffirmed  by order  of the  Court
   dated November  4, 1996, relieves Gold Kist of the requirement
   to acquire the  27% of Golden Poultry common stock not already
   owned by Gold Kist.   This Final Judgment and  Decree requires
   Gold  Kist to  acquire  or redeem  all  Golden Poultry  common
   stock  and/or  stock  options held  or  issued  to  Gold  Kist
   officers  and  directors.   On  December 16,  1996,  the Final
   Judgment   and  Decree   became   final  and   non-appealable.
   Pursuant  to  the   Final  Judgment  and  Decree,   Gold  Kist
   purchased 299,395 shares of Golden  Poultry common stock owned
   by  Gold Kist  officers  and directors  in  December 1996  and
   January 1997.  The  Company is  also  party to  other  various
   legal and administrative proceedings, all of  which management
   believes constitute  ordinary routine  litigation incident  to
   the business conducted  by the Company, or are not material in
   amount.                                   


                                                    Page 6


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

RESULTS OF OPERATIONS

Net sales
Net sales  for the three  and nine months  ending March 29,  1997
increased  23.2%  and 23.9%,  respectively,  as  compared to  the
comparable periods  a year ago.   The net sales increase  for the
quarter ended March 29, 1997 was due  primarily to a 22% increase
in  pounds of poultry products sold  and a 1% increase in average
selling prices.  For  the nine months  ended March 29, 1997,  the
Company  sold  approximately  783.1  million  pounds  of  broiler
products as compared  to 657.3  million in the  same period  last
year. The  increase in broiler pounds  sold was due to  the Siler
City acquisition in July 1996 and changes in product mix.

Consolidated net  sales include the net sales  of Carolina Golden
Products Company, a consolidated partnership, which had net sales
of $51.0 million and $149.2  million, respectively, for the three
months and nine months ended March 29,  1997 as compared to $42.5
million and $123.4 million for the comparable periods a year ago.
The Company's food distribution facility in South Florida had net
sales of $8.7  million and $26.9  million, respectively, for  the
three and nine months  ended March 29, 1997  as compared to  $9.0
million and $25.2 million for the same periods last fiscal year.

Cost of sales
Cost of  sales, as a percentage  of net sales, for  the three and
nine  months  ended  March   29,  1997  were  96.9%   and  94.6%,
respectively, as  compared to 96.3% and  92.9%, respectively, for
the  comparable  periods  a  year  ago.    The  increase  in  the
percentage relationship was primarily  the result of the increase
in  feed ingredient  costs.   The 22.0%  increase in  pounds sold
during the current quarter contributed to the  dollar increase in
cost  of  sales.   For the  quarter  ended March  29,  1997, feed
ingredient  costs  were  approximately  11% higher  than  in  the
comparable  quarter a year ago.   The increase  in the percentage
relationship  was partially  offset  by the  increase in  average
selling prices. 

Selling, administrative, and general expenses
Selling, administrative and general  expenses, as a percentage of
net sales,  were 2.8%  and 3.0%, respectively, for the three  and
nine months ended  March 29, 1997  as compared to 3.1%  and 3.5%,
respectively, for the comparable  periods last fiscal year.   The
decreases  in  the  percentage  relationships  was primarily  the
result  of lower incentive compensation expense and the growth in
net sales.

Interest and other Income
Interest  expense for the three  months ended March  29, 1997 was
$274,000 as compared to $352,000 in the comparable quarter a year
ago.    The  Company  recorded  capitalized  construction  period
interest  credits  of  $440,000  and $0,  respectively,  for  the
quarters ended March 29, 1997 and March 28, 1996.

Minority interest in partnership (gain)loss
Minority interest in  partnership loss of $435,000  for the three
months ended  March  29, 1997  represents  Gold Kist  Inc.'s  49%
prorata share of the 


                                                    Page 7


Carolina  Golden  Products Company's  quarterly  loss.   For  the
comparable quarter last fiscal year, Gold Kist's prorata share of
the loss  was $828,000.   The  quarterly loss  was  due to  lower
selling prices  for fresh  poultry  products as  compared to  the
quarter ended December 28, 1996.  

Earnings before income taxes
The  Company had earnings before income taxes of $818,000 for the
three months ended March 29, 1997 as compared to $1.4 million for
the  comparable period last fiscal year.  The decline in earnings
before income  taxes was due  to increased feed  ingredient costs
and  was  partially offset  by  slightly  higher average  selling
prices.

Income Taxes
The  Company's  combined Federal  and state  income tax  rate was
36.8% for  the nine months  ended March 29,  1997 as  compared to
37.9% for  the same period  a year ago. The decline resulted from
the  use of  state income  tax credit  carryforwards  from fiscal
1996.

LIQUIDITY AND CAPITAL RESOURCES

At  March  29, 1997,  working  capital,  the current  ratio,  and
shareholders' equity were  $49.5 million,  2.01 to  1 and  $111.8
million, respectively,  as compared to  $44.5 million, 2.14  to 1
and  $104.4  million,  respectively,  at  June  29,  1996.    The
Company's  ratio of  long-term debt  to total  capitalization was
21.9% at  March 29, 1997  as compared to  4.4% at June  29, 1996.
The Company  has revolving credit facilities  with two commercial
banks  totaling  $45.0  million,   of  which  $27.0  million  was
outstanding at  March 29, 1997.   Also,  the Company has  a $15.0
million short-term credit  facility with Gold Kist  of which $6.4
million was outstanding at March 29, 
1997.  

Net cash provided by operating activities of $6.7 million for the
nine  months  ended March  29,  1997 resulted  from  net earnings
adjusted for noncash charges. Increased trade accounts receivable
and  inventories at March 29,  1997 as compared  to June 29, 1996
resulted  from the acquisition of  the Siler City, N.C. operation
in July  1996 and the  impact of  increased feed grain  prices on
field inventories.  Uses of cash for  the nine months ended March
29,  1997 included  $39.4 million  in expenditures  for property,
plant and  equipment. Fiscal  1997 budgeted  capital expenditures
are approximately $73.0 million.   

Approximately  20% of  the  Company's net  sales  in the  current
quarter were  to  one customer,  a  major retail  grocery  chain.
Management is unable to predict with any degree of certainty what
effect  the  loss of  this major  customer  would have  on future
results  of operations and liquidity.   However, the  loss of the
customer would, in  the opinion of  management, adversely  affect
results  of operations  if  sales  from  the  customer  were  not
replaced by comparable sales to other customers.

Management  believes  existing   cash,  amounts  available  under
existing credit arrangements,  and expected cash  to be  provided
from  operations  will be     sufficient  to maintain  cash flows
adequate  for  the Company's  growth  and operational  objectives
during fiscal 1997.


                                                    Page 8

 
                   PART II:  OTHER INFORMATION


Item 5.  Other Information

   On January 13,  1997, a committee of independent directors was
appointed  by  the   Company s  Board  of   Directors  to   begin
negotiations  with  Gold Kist  concerning  a  possible merger  of
Golden Poultry  with a subsidiary of  Gold Kist.  Gold  Kist owns
approximately  10,900,000  shares  or  75%  of  Golden  Poultry s
14,623,813 outstanding  shares.   Those  negotiations  have  been
completed and an  Agreement and  Plan of Merger  was executed  on
April 22,  1997  (the  Merger  Agreement ) among  Gold Kist,  the
Company, Agri International, Inc.  and Golden Poultry Acquisition
Corp.

   Pursuant to the  Merger Agreement, Gold Kist has agreed to pay
$14.25 per share  in cash  for each outstanding  share of  Common
Stock not already beneficially owned by  Gold Kist.  All of  such
remaining  shares  of the  Company s  Common  Stock are  publicly
traded, and upon consummation  of the purchase by Gold  Kist, the
Company will no longer have any shares of Common Stock trading in
the public securities markets.  The transaction will be  effected
by a  merger (the   Merger ), pursuant  to  which Golden  Poultry
Acquisition   Corp.,   a   wholly-owned   subsidiary    of   Agri
International, Inc. that  has been formed  specifically for  this
purpose, will be merged into the Company, with the Company as the
surviving corporation.  The Merger Agreement has been approved by
the  Boards of  Directors of  the Company  and Gold  Kist but  is
expressly subject to the approval of a majority  of the owners of
the Golden Poultry Common Stock not owned by Gold Kist.

   The Company has agreed  to prepare, file with the SEC and send
to  all shareholders  of the  Company other  than Gold  Kist (the
Public Shareholders )  a proxy statement,  requesting that  each
such Public Shareholder vote in favor of the Merger Agreement and
the  transactions contemplated  thereby.  Under  applicable state
law and the  Merger Agreement, approval  of the Merger  Agreement
requires two  affirmative shareholder votes:   (i) a  majority of
the shares  outstanding, which is  assured because Gold  Kist has
agreed to cause its 75% of the shares  to vote affirmatively; and
(ii)  a majority of the  shares held by  the Public Shareholders.
In addition to such  vote requirements, Merger Agreement requires
that certain conditions be satisfied prior to consummation of the
Merger  including,   without  limitation,  that   the  investment
advisors engaged by Gold  Kist and by the Company with  regard to
the Merger shall  have delivered, have  reaffirmed, and not  have
withdrawn  the fairness  opinions delivered  by such  advisors in
connection  with  the  Merger.    If  the  Merger  has  not  been
consummated  by  September  30, 1997,  either  Gold  Kist or  the
Company may terminate the Merger Agreement.  If  the transactions
contemplated by  the Merger Agreement are  consummated, Gold Kist
will  acquire the  remaining Common  Stock and  the  Company will
become an indirect wholly-owned subsidiary of Gold Kist.


                                                    Page 9


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

        (a)  Exhibit

             Designation of Exhibit 
                 in this report        Description of Exhibit
                     2 (b)             Agreement and Plan of    
                                       Merger dated April 22,  
                                       1997, among the Company,  
                                       Gold Kist Inc., 
                                       Agri International, Inc.  
                                       and Golden Poultry       
                                       Acquisition Corp.

                    27                 Financial Data Schedule

        (b)  Reports on Form  8-K.  Golden Poultry  has not filed
             any  reports on  Form  8-K during  the  three months
             ended March 29, 1997.



                            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.
<PAGE>


                                    GOLDEN POULTRY COMPANY, INC.
                                    (Registrant)


Date       May 12, 1997                                         
                                        Kenneth N. Whitmire
                                      Chief Executive Officer   


Date       May 12, 1997                                         
                                        Langley C. Thomas, Jr.
                                       Chief Financial Officer



                                                           Page 9


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

   (a)  Exhibit

        Designation of Exhibit 
             in this report          Description of Exhibit
                2 (b)                Agreement and Plan of      
                                     Merger dated April 22,
                                     1997, among the Company,  
                                     Gold Kist Inc.,
                                     Agri International, Inc.
                                     and Golden Poultry         
                                     Acquisition Corp.

               27                    Financial Data Schedule

   (b)  Reports  on Form 8-K.   Golden Poultry has  not filed any
        reports on Form 8-K during  the three months ended  March
        29, 1997.


                            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.


                                    GOLDEN POULTRY COMPANY, INC.
                                    (Registrant)


Date       May 12, 1997                /s/  Kenneth N.  Whitmire 
                                           Kenneth N. Whitmire
                                         Chief Executive Officer


Date       May 12, 1997                /s/Langley C. Thomas, Jr.
                                          Langley C. Thomas, Jr.
                                         Chief Financial Officer
<PAGE>