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    December 30, 1995     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             February 12, 1996

               Common Stock, No
                 Par Value              14,521,449
<PAGE>

 
          
           GOLDEN POULTRY COMPANY, INC. AND SUBSIDIARY


                              INDEX



                                                       Page No.
Part  I.  Financial Information

     Item 1.  Financial Statements

              Consolidated Balance Sheets -
                December 30, 1995 and July 1, 1995  . . .    1

              Consolidated Statements of Operations -
                Three Months and Six Months
                Ended December 30, 1995 and
                December 24, 1994   . . . . . . . . . . .    2

              Consolidated Statements of Cash Flows -
                Six Months Ended December 30, 1995
                and December 24, 1994. . .  . . . . . . .    3

              Notes to Consolidated Financial
                Statements  . . . . . . . . . . . . . . .    4

     Item 2.  Management's Discussion and Analysis of
                Consolidated Results of Operations and
                Financial Condition   . . . . . . . . . .   5 - 7

Part II.  Other Information

     Item 1.  Legal Proceedings . . . . . . . . . . . . .    8

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

     Item 6.  Exhibits and Reports on Form 8-K  . . . . .    8
<PAGE>

<TABLE>
                                                                   Page 1
                     GOLDEN POULTRY COMPANY, INC. AND SUBSIDIARY
                             CONSOLIDATED BALANCE SHEETS
                                (Amounts in thousands)
                                     (Unaudited)

<CAPTION>
                                              Dec. 30, 1995   July 1, 1995
<S>                                              <C>           <C>   
                   ASSETS
Current assets:
   Cash and cash equivalents                     $  4,614          2,720
   Trade accounts receivable less allowance
     for doubtful accounts of $51 at 
     Dec. 30, 1995 and $264 at July 1, 1995        21,737         21,632
   Inventories (note 3)                            49,191         46,781
   Other                                            4,047          1,635
        Total current assets                       79,589         72,768
Property, plant and equipment, net                 74,876         79,573
Other assets                                        3,680          3,263
                                                 $158,145        155,604
                                                         
    LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Current portion of long-term debt            $     731          1,036
   Short-term borrowings from Gold Kist             5,344          9,221
    (note 4)
   Accounts payable                                25,624         19,325
   Due to Gold Kist                                 2,220          5,075
   Income taxes payable                               941            485
   Accrued compensation and related expenses        6,044          4,688
        Total current liabilities                  40,904         39,830
Long-term debt, excluding current portion           5,359         12,425
Other liabilities                                   4,509          4,509
        Total liabilities                          50,772         56,764
Minority interest in consolidated partnership       9,650          9,954
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 14,870
    shares at Dec. 30, 1995 and 14,866 at
    July 1, 1995                                   65,389         65,363
   Retained earnings                               34,464         25,653
                                                   99,853         91,016
   Less treasury stock, at cost, 348 shares
    at Dec. 30, 1995 and July 1, 1995               2,130          2,130
        Total shareholders' equity                 97,723         88,886
Contingency (note 5)                                                    
                                                 $158,145        155,604



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

<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    Six Months Ended
                                  Dec. 30,   Dec. 24,   Dec. 30,  Dec. 24,
                                    1995       1994       1995      1994   
<S>                               <C>        <C>        <C>       <C>    
Net sales                         $144,242   117,859    287,866   245,102
Cost of sales                      129,926   113,959    262,247   236,240

   Gross profit                     14,316     3,900     25,619     8,862
Selling, administrative and
  general expenses                   5,449     3,827     10,551     7,519
   Operating income                  8,867        73     15,068     1,343
Other (expense) income:                                        
  Interest expense                    (324)     (376)      (779)     (779)
  Miscellaneous, net                    79        72        155       250
                                      (245)     (304)      (624)     (529) 
   Earnings (loss) before
     minority interest and
     income taxes                    8,622      (231)    14,444       814

Minority interest in partnership
 (gain) loss                          (258)      141        305       354
   Earnings (loss) before
     income taxes                    8,364       (90)    14,749     1,168

Income tax expense (benefit)         3,264       (62)     5,647       362
   Net earnings (loss)            $  5,100       (28)     9,102       806

Net earnings per share            $    .35       .00        .63       .05
Weighted average outstanding
  shares                            14,522    14,861     14,519    14,860
Cash dividends per share          $    .01      .009        .02      .018
                                                               




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

<TABLE>
                                                                    Page 3

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

<CAPTION>
                                                       Six Months Ended   
                                                     Dec. 30,     Dec. 24,
                                                      1995         1994   
<S>                                                   <C>         <C>     
Cash flows from operating activities:
  Net earnings                                        $ 9,102          806
  Non-cash items included in net earnings:            
     Depreciation                                       8,720        8,405
     Minority interest in partnership loss               (305)        (354)
     Deferred taxes                                      (388)        (839)
     Other                                                 74           26
Changes in operating assets and liabilities:          
     Trade accounts receivable                           (105)         472
     Inventories                                       (2,410)       1,720
     Accounts payable and accrued compensation and
        related expenses                                7,655        1,193
     Due to Gold Kist                                  (2,855)        (415)
     Income taxes                                         456         (745)
     Other                                             (2,456)      (2,222)
        Net cash provided by operating activities      17,488        8,047

Cash flows from investing activities:                 
  Acquisitions of property, plant and equipment        (4,110)      (2,181)
  Other                                                    55           53
        Net cash used in investing activities          (4,055)      (2,128)

Cash flows from financing activities:                 
  Repayment of long-term debt, payable to Gold Kist      -          (5,000)
  Short-term borrowings (repayments), net, payable
   to Gold Kist                                        (3,877)       3,795
  Principal payments of long-term debt                 (7,372)      (6,567)
  Dividends paid                                         (290)        (295)
        Net cash used in financing activities         (11,539)      (8,067)

        Net change in cash and cash equivalents         1,894       (2,148)

Cash and cash equivalents at beginning of period        2,720        3,912

Cash and cash equivalents at end of period            $  4,614       1,764
      
Supplemental disclosure of cash flow information:     
  Cash paid during the periods for:                   
     Interest (net of amounts capitalized)            $    772         519
     Income taxes                                     $  5,578       1,946



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

                                                      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 14
   and  pages  21  through  29,  respectively,  of  the Company's
   Annual Report in the previously  filed Form 10-K for  the year
   ended July 1, 1995.

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>                                                        
                                    December 30, 1995    July 1, 1995
     <S>                                 <C>               <C>    
     Live poultry                        $29,500           26,234 
     Feed, eggs, and supplies             11,377           11,512 
     Marketable products                   8,314            9,035 
                                         $49,191           46,781 
</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 are the
<PAGE>

   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.
   Injunctive  or equitable  remedies  will  be determined  at  a
   later  date by  the  Jefferson  County Alabama  Circuit  Court
   judge.   The  remedies imposed  on  Gold  Kist could  have  an
   effect on  the business  and operation  of the  Company.   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>

                                                        Page 5


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 six months ending December  30, 1995
increased  22.4%  and 17.4%,  respectively,  as  compared to  the
comparable periods  a year ago.   The net sales increase  for the
quarter  ended  December 30,  1995 was  due  primarily to  an 11%
increase in average selling  prices and a 11% increase  in pounds
of poultry products sold.   Higher seasonal broiler market prices
continued  in the October-November  period as  a result  of lower
than expected broiler  production.  Hatching  egg production  was
reduced by  the late  summer heat  stress,  which contributed  to
lower than expected broiler supplies. The increase in pounds sold
was due primarily to  improvements in plant processing yields and
changes in  product mix.  For the three months ended December 30,
1995,  the Company processed  an average of  3.8 million broilers
per week.

Consolidated net sales include the  net sales of Carolina  Golden
Products Company, a consolidated partnership, which had net sales
of $41.4 million and  $80.9 million, respectively, for the  three
months  and six  months ended  December 30,  1995 as  compared to
$33.6 million and $67.7 million for the comparable periods a year
ago.   The Company's food distribution  facility in South Florida
had  net sales of  $8.6 million and  $16.2 million, respectively,
for the  three and six months ended December 30, 1995 as compared
to  $7.7  million and  $14.3 million  for  the same  periods last
fiscal year.

Cost of sales
Cost of  sales, as a percentage  of net sales, for  the three and
six   months   ended   December   30,   1995   were   90.1%   and
91.1%,respectively, as compared to 96.7% and 96.4%, respectively,
for the comparable  periods a  year ago.   The  decreases in  the
percentage relationships for the quarter ended December 30,  1995
were the result  of increased average selling  prices, lower feed
ingredient costs,  net and improved  plant processing efficiency.
The  11% increase  in  pounds  sold  during the  current  quarter
contributed to the  dollar increase  in cost of  sales.   Despite
significant increases in commodity market prices for feed grains,
the Company's forward  purchasing strategies resulted  in a  1.6%
decline  in feed  ingredient  costs, net  for  the quarter  ended
December  30, 1995  as compared  to the  same period  last fiscal
year. 
<PAGE>

Although   management  has   employed  various   risk  management
strategies to  reduce the  impact of  further  increases in  feed
grain costs over the next eight months, feed ingredient costs for
the  remainder  of  fiscal  1996  are  likely  to  trend  higher.
Increased market  prices for feed  grains have resulted  from the
weather reduced 1995 corn harvest.
<PAGE>

                                                        Page 6


Selling, administrative, and general expenses
Selling, administrative and general expenses, as a percentage  of
net  sales, were 3.8% and  3.7%, respectively, for  the three and
six months ended December 30, 1995  as compared to 3.2% and  3.1%
for  the comparable periods last  fiscal year.   The increases in
the percentage relationships were the result of higher  incentive
compensation expense  related to the increase  in earnings before
income taxes and litigation related expenses.

Interest and other income
Interest expense for the three months ended December 30, 1995 was
$324,000  as compared to $376,000 in the comparable period a year
ago.     The  decrease    was  due  primarily  to  lower  average
borrowings, which was partially offset by higher interest rates.

Minority interest in partnership loss
Minority interest in partnership  gain of $258,000 for the  three
months ended  December 30, 1995  represents Gold Kist  Inc.'s 49%
prorata share of the Carolina Golden Products Company's quarterly
gain.   For the comparable  period last fiscal  year, Gold Kist's
prorata share of the loss was $141,000.  The gain for the quarter
ended December 30,  1995 was  due to profitability  in its  fresh
poultry and  deboning operations.    During the  current  quarter
Carolina  Golden  continued  to  incur  losses  in  its   further
processing operations.

Earnings (loss) before income taxes
The  Company had earnings before income taxes of $8.4 million for
the three  months ended December  30, 1995 as compared  to a loss
before  income taxes of  $90,000 for the  comparable quarter last
fiscal  year.  The increase  was due primarily  to higher average
selling  prices,   feed  ingredient  purchasing   strategies  and
improved processing efficiency.     

Income Taxes
The  Company's combined  federal and  state income  tax rate  was
38.3% for the six months ended  December 30, 1995 as compared  to
31.0%  for the  same period  a  year ago.   The  increase in  the
effective  rate was due to the expiration of the federal targeted
jobs tax credit program  and the impact of the  graduated federal
income tax rate.

LIQUIDITY AND CAPITAL RESOURCES

At December  30, 1995,  working capital,  the current  ratio, and
shareholders'  equity  were $38.7  million, 1.95  to 1  and $97.7
million, respectively,  as compared to  $32.9 million, 1.83  to 1
and  $88.9 million, respectively, at July 1, 1995.  The Company's
ratio  of  long-term debt  to  total capitalization  was  5.2% at
December 30,  1995 as  compared to  12.3% at July  1, 1995.   The
Company  has  a  $20.0  million revolving  credit  and  term loan
facility with  a  commercial  bank.  There  were  no  outstanding
borrowings under this facility  at December 30, 1995.   Also, the
Company has a $15.0 million  short-term credit facility with Gold
Kist  of which $2.2 million was outstanding at December 30, 1995.
<PAGE>

                                                        Page 7


Net cash provided  by operating activities  of $17.5 million  for
the six months ended December 30, 1995 resulted from net earnings
adjusted for noncash  charges.  Uses of cash for  the current six
month period included repayments  of long-term debt totaling $7.4
million and  $4.1 million in expenditures for property, plant and
equipment.  

Capital  expansion and  improvements totaling $38.2  million were
approved by the board of directors of which $35.0 million will be
used  to increase  the processing  capacity of  the Russellville,
Alabama division  by 600,000  broilers per  week.   This project,
which includes improvements to  the hatchery, feed and processing
plant, is expected to  be completed May 1997.  These new projects
are in  addition to the original 1996 capital expenditures budget
of $14.0  million.  The  Company expects capital  expenditures of
approximately $28.0 million for fiscal 1996.  

Approximately 19%  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 1996.
<PAGE>


                                                        Page 8
                                             
                   PART II:  OTHER INFORMATION

Item 1.  Legal Proceedings.

         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 are 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.
     Injunctive  or equitable  remedies will  be determined  at a
     later  date by  the Jefferson  County Alabama  Circuit Court
     judge.   The  remedies imposed  on Gold  Kist could  have an
     effect  on the business  and operation of the  Company.  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.

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

     (c) At the  Annual Meeting  of Shareholders held  on October
         25,  1995,  Shareholders  voted  upon  the  election  of
         Directors.   All  nominees for  Directors listed  in the
         Proxy Statement  for the  Company's Annual  Meeting were
         elected without opposition.  The results of the election
         were as follows:
<TABLE>
<CAPTION>

           Nominee            For             Against       Withheld
        <S>                 <C>                 <C>          <C>        
         W. W. Gaston       13,793,953         942          139,054
         J. W. McIntyre     13,795,453         942          137,554
         D. W. Sands        13,794,093         942          138,914
         J. Bekkers         13,796,058         942          136,949
</TABLE>
<PAGE>


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

     (a)     Exhibit

         Designation of Exhibit 
             in this Report              Description of Exhibit

                  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 December 30, 1995.
<PAGE>


                                               Page 9



                            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   February 13, 1996                                         
                                            Gaylord O. Coan
                                       Vice Chairman of the Board
 


Date   February 13, 1996                                        
                                         Langley C. Thomas, Jr.
                                        Chief Financial Officer
<PAGE>


                                                      Page 9



                            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    February 13, 1996              /s/ Gaylord O. Coan      
                                           Gaylord O. Coan
                                     Vice Chairman of the Board


Date    February 13, 1996          /s/Langley C. Thomas, Jr.    
                                      Langley C. Thomas, Jr.
                                     Chief Financial Officer
<PAGE>