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 September 28, 1996     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             November 11, 1996  

               Common Stock, No
                 Par Value              14,527,433
 

          
           GOLDEN POULTRY COMPANY, INC. AND SUBSIDIARY


                              INDEX



                                                          Page No.
Part  I.  Financial Information

     Item 1.  Financial Statements

              Consolidated Balance Sheets -
                September 28, 1996 and June 29, 1996  . .    1

              Consolidated Statements of Operations -
                Three Months ended September 28, 1996 and
                September 30, 1995 . . . . . . . . . . .     2

                Consolidated Statements of Cash Flows -
                Three Months Ended September 28, 1996
                and September 30, 1995. . . . . . . . . .    3

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


     Item 2.  Management's Discussion and Analysis of
                Consolidated Results of Operations and
                Financial Condition . . . . . . . . . . .  6 - 8

Part II.  Other Information

     Item 1.  Legal Proceedings . . . . . . . . . . . . .    9

     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>
                                             Sept. 28, 1996   June 29, 1996
                   ASSETS
<S>                                            <C>              <C>  
Current assets:
   Cash and cash equivalent                     $  3,704           2,599
   Trade accounts receivable less allowance                
     for doubtful accounts of $31 at 
     Sept. 28, 1996 and at June 29, 1996          27,884          23,654
   Inventories (note 3)                           62,031          54,903
   Other                                           6,559           2,468
        Total current assets                     100,178          83,624
Property, plant and equipment, net                86,834          73,738
Other assets                                       4,487           6,617
                                                $191,499         163,679
                                                        
    LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Current portion of long-term debt            $    599             585
   Short-term borrowings from Gold Kist                 
    (note 4)                                       9,503             -  
   Accounts payable                               36,729          26,292
   Due to Gold Kist                                5,520           1,207
   Income taxes payable                            2,477           2,705
   Accrued compensation and related expenses       6,608           8,300
        Total current liabilities                 61,436          39,089
Long-term debt, excluding current portion          6,590           4,840
Other liabilities                                  5,495           5,495
        Total liabilities                         73,521          49,424
Minority interest in consolidated partnership     10,468          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 14,882
    shares at Sept. 28, 1996 and at 
    June 29, 1996                                 65,464          65,464
    Retained earnings                             44,265          41,112
                                                 109,729         106,576
                                                                        
   Less treasury stock, at cost, 358 shares
    at Sept. 28, 1996 and June 29, 1996            2,219           2,219
        Total shareholders' equity               107,510         104,357
Contingency (note 5)                                                    
                                                $191,499         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
                                           Sept. 28,     Sept. 30
                                              1996         1995
<S>                                         <C>             <C>
Net sales                                   $175,700        143,624     
Cost of sales                                164,689        132,321

     Gross profit                             11,011         11,303
Selling, administrative and general
 expenses                                      5,306          5,102     
     Operating income                          5,705          6,201    
Other (expense) income:
 Interest expense                               (256)          (455)
 Miscellaneous, net                              123             76    
                                                (133)          (379)
     Earnings before minority interest
         and income taxes                      5,572          5,822     

Minority interest in partnership loss           (271)           563

     Earnings before income taxes              5,301          6,385

Income taxes                                   2,003          2,383
     Net earnings                           $  3,298          4,002           
Net earnings per share                      $    .23            .28
Weighted average outstanding shares           14,523         14,518
Cash dividends per share                    $    .01            .01
   


             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>

                                                     Three Months Ended   
                                                    Sept. 28,    Sept. 30,
                                                      1996         1995   
<S>                                                   <C>          <C>            <C>    
Cash flows from operating activities:
  Net earnings                                       $  3,298        4,002
  Non-cash items included in net earnings:            
     Depreciation                                       3,278        4,256
     Minority interest in partnership gain (loss)         271         (563)
     Deferred taxes                                      (399)        (212)
     Other                                                -            (10)
Changes in operating assets and liabilities:          
     Trade accounts receivable                         (4,230)         275
     Inventories                                       (7,128)         483
     Accounts payable and accrued compensation and
        related expenses                                8,745        4,228
     Due to Gold Kist                                   3,641         (162)
     Income taxes                                        (228)       2,118
     Other                                             (4,066)      (3,594)
        Net cash provided by operating activities       3,182       10,821

Cash flows from investing activities:                 
  Acquisitions of property, plant and equipment       (13,875)      (2,100)
  Other                                                     3           23
        Net cash used in investing activities         (13,872)      (2,077)

Cash flows from financing activities:                 
     Short-term borrowings (repayments), net, payable        
     to Gold Kist                                      10,176       (2,086)
  Principal payments of long-term debt                    (36)      (6,186)
  Proceeds from long-term debt                          1,800            -
  Dividends paid                                         (145)        (145)
        Net cash used in financing activities          11,795       (8,417)
         
        Net change in cash and cash equivalents         1,105          327

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

Cash and cash equivalents at end of period           $  3,704        3,047
      
Supplemental disclosure of cash flow information:     
  Cash paid during the periods for:                   
     Interest (net of amounts capitalized)           $    256          458
     Income taxes                                    $  2,630          477



             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>                                                        
                                    September 28, 1996    June 29, 1996
     <S>                                <C>               <C>     
     Live poultry                        $38,732           32,255 
     Feed, eggs, and supplies             13,091           13,069 
     Marketable products                  10,208            9,579 
                                         $62,031           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,
                                             
                                                        Page 5

the court entered a  Final Judgment and 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.  An appeal of the Final Judgment may
be filed by  the parties, which could have the  effect of staying
the Final Judgment pending the outcome of any  appeal.  These are
approximately 309,000  shares and  options of the  Golden Poultry
common  stock owned  by Gold  Kist officers  and directors.   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 quarter  ending September 28,  1996 were 175.1
million, an increase of  22.3% from 143.6 million in  the quarter
ended September 30,  1995. The net  sales increase was  primarily
the result  of a 8.9%  increase in  average selling prices  and a
12.5% increase in pounds of broiler products sold. Broiler market
prices  for the  quarter ended  September 28,  1996  increased as
compared to  the same quarter  last year due  to the slowdown  in
industry expansion  and the continuation of  strong export sales.
The increase  in broiler pounds  sold was  due to the  Siler City
acquisition in July 1996 and changes in  product mix.  During the
quarter ended September 28,  1996, the Company sold approximately
235.6 million pounds  of broiler  products as  compared to  209.5
million in the comparable quarter a year ago.

Consolidated  net sales include the  net sales of Carolina Golden
Products Company, a consolidated partnership, which had net sales
of $48.5 million for the three months ended September 28, 1996 as
compared to $39.5 million  for the comparable period a  year ago.
The Company's food distribution facility in South Florida had net
sales of $9.0 million for the quarter ended September 28, 1996 as
compared to $7.0 million for the same period last fiscal year.

Cost of sales
Cost of  sales, as  a percentage  of net sales,  for the  quarter
ended September 28, 1996  was 93.7%, as compared to 92.1% for the
quarter ended September 30, 1995.  The increase in the percentage
relationship  was primarily  the result of  the increase  in feed
ingredient costs.  The  12.5% increase in pounds sold  during the
current quarter  contributed to  the dollar  increase in  cost of
sales.  For the quarter ended September 28, 1996, feed ingredient
costs  were  approximately  33%  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. 

During  July  -  August  1996,  market  prices  for  feed  grains
continued  to increase to record highs due to the weather reduced
1995 crop, export demand and the reluctance of U.S. livestock and
poultry  producers  to   significantly  reduce  animal   numbers.
However, market  prices for corn  and soybeans since  August 1996
have  declined  in  anticipation   of  a  substantial  1996  U.S.
harvest.

Selling, administrative, and general expenses
Selling, administrative and general  expenses, as a percentage of
net sales,   was 3.0% for  the three months  ended September  28,
1996  as compared to 3.6%  for the comparable  period last fiscal
year.  The decrease in the percentage relationship was the result
of the growth in net sales and the decrease in litigation related
expenses.

Interest and other income
Interest expense for  the three months  ended September 28,  1996
was $256,000 as compared  to $455,000 in the comparable  period a
year  ago.   The decrease   was  due primarily  to lower  average
borrowings.
                                                               
                                                    Page 7

Minority interest in partnership loss
Minority interest  in partnership gain of $271,000  for the three
months ended September 28,  1996 represents Gold Kist Inc.'s  49%
prorata  share of  the Carolina  Golden Products  Company's loss.
For the comparable period  last fiscal year, Gold  Kist's prorata
share of the  loss was $563,000.  Earnings for  the quarter ended
September 28, 1996 resulted from improved performance in further-
processing operations and higher average selling prices.

Earnings before income taxes
The  Company had earnings before income taxes of $5.3 million for
the three months  ended September  28, 1996 as  compared to  $6.4
million  for  the  comparable  quarter last  fiscal  year.    The
decrease was due primarily to higher  feed ingredient costs which
were partially offset by increased selling prices.     

Income Taxes
The  Company's combined  Federal and  state income  tax rate  was
37.8% for the  quarter ended  September 28, 1996  as compared  to
37.3% for the same quarter a year ago.

LIQUIDITY AND CAPITAL RESOURCES

At September  28, 1996, working  capital, the current  ratio, and
shareholders' equity  were $38.7  million, 1.63 to  1 and  $107.5
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
5.8% at September 28, 1996 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   $1.8  million  was
outstanding at September 28, 1996.  Also, the Company has a $15.0
million  short-term credit facility with Gold  Kist of which $9.5
million was outstanding at September 28, 1996.  

Net cash provided by operating activities of $3.3 million for the
three months ended September 28, 1996 resulted  from net earnings
adjusted for noncash charges. Increased trade accounts receivable
and inventories at  September 28,  1995 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  current
quarter  included  $13.9  million in  expenditures  for property,
plant and equipment.              

Additional   capital  improvements  totaling  $5.0  million  were
approved for  equipment necessary  to  produce chill-pak  poultry
products  at the Siler City, N.C. operation.  The Company expects
capital expenditures  of approximately  $56.0 million for  fiscal
1997.  

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.

                                                    Page 8

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.

                   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 alleged 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.   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 the  Company shares currently  owned by investors  so
     that  all of the issued and outstanding stock of the Company
     would  be owned by  Gold Kist or a  wholly owned subsidiary,
     either through a  merger or a tender offer for  the minority
     shares of the Company  stock outstanding.  Upon motions  for
     reconsideration  filed by  both parties  to the  action, the
     Court modified  its memorandum  opinion in a  Final Judgment
     and  Decree  entered  upon  September  13, 1996,  which  was
     clarified  and  reaffirmed  by  order  of  the  Court  dated
     November  4, 1996, under which Gold Kist was relieved of the
     Court's requirement to acquire  all of the shares of Company
     common  stock not  owned by  Gold Kist  and was  directed to
     acquire only that Company stock held by any current officers
     or  directors  of  Gold  Kist and  their  spouses  and minor
     children.   The Court also  ordered Gold Kist  to cause  the
     surrender of all Golden  Poultry stock options held  by Gold
     Kist officers and directors or the exercise  of such options
     and  purchase by Gold Kist of the resultant stock, to redeem
     certain  outstanding notified  equity of  Gold Kist,  to pay
     $4.2 million in attorney's  fees to the plaintiffs attorneys
     and to establish a policy prohibiting officers and directors
     of Gold Kist from future ownership of Golden  Poultry stock.
     The   Company   is  also   party   to   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 9

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

     (a) Exhibit

         Designation of Exhibit 
             in this Report           Description of Exhibit
                   4 (h)              $25,000,000 Master Note
                                      dated August 19, 1996
                                      with Wachovia Bank of 
                                      Georgia, N.A.

                  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
         September 28, 1996.


                            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       November 11, 1996                                   
                                          Kenneth N. Whitmire
                                        Chief Executive  Officer 


Date       November 11, 1996                                   
                                         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
                   4 (h)              $25,000,000 Master Note
                                      dated August 19, 1996
                                      with Wachovia Bank of 
                                      Georgia, N.A.

                  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
         September 28, 1996.

                            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  November 11, 1996           /s/ Kenneth N. Whitmire    
                                      Kenneth N. Whitmire
                                    Chief Executive Officer

Date  November 11, 1996          /s/Langley C. Thomas, Jr.   
                                    Langley C. Thomas, Jr.
                                    Chief Financial Officer