UNITED STATES
                     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

                                     or

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

For the Quarterly Period Ended         January 1, 2005

Commission File Number: 000-50925

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

   DELAWARE                                       20-1163666
(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)

                              (770) 393-5000
            (Registrant's telephone number, including area code)


(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 by check mark whether the registrant is an accelerated filer  (as
defined in Rule 12b-2 of the Exchange Act).

                                     Yes            No   X

                    APPLICABLE ONLY TO CORPORATE ISSUERS:

   Indicate the number of shares outstanding of each of the issuer's  classes
of  common stock, as of the latest practicable date.  Common stock, $0.01 Per
Share Par Value - 50,702,312 shares outstanding as of February 15, 2005.


                               GOLD KIST INC.


                                    INDEX


                                                        Page No.

Part  I.   Financial Information


  Item 1.  Unaudited Consolidated Financial Statements

           Consolidated Balance Sheets -
             October 2, 2004 and January 1, 2005            1

           Consolidated Statements of Operations -
             Three Months Ended December 27, 2003
             and January 1, 2005                            2

           Consolidated Statement of Patrons' and
             Stockholders' Equity and Comprehensive
             Income - Three Months Ended
             January 1, 2005                                3

           Consolidated Statements of Cash Flows -
             Three Months Ended December 27, 2003
             and January 1, 2005                            4

           Notes to Consolidated Financial
             Statements                                   5 - 19

  Item 2.  Management's Discussion and Analysis of
             Consolidated Results of Operations and
             Financial Condition                         20 - 34

  Item 3.  Quantitative and Qualitative Disclosure About
             Market Risks                                  35

  Item 4.  Controls and Procedures                         36

Part II.   Other Information

  Item 2.  Changes in Securities and Use of Proceeds       37

  Item 6.  Exhibits                                        38


<TABLE>
                                                                   Page 1
Item 1.  Financial
         Statements
                               GOLD KIST INC.
                         CONSOLIDATED BALANCE SHEETS
                (Amounts, Except Share Amounts, in Thousands)
                                 (Unaudited)

<CAPTION>
                                                  October 2,    January 1,
                                                     2004          2005
<S>                                                <C>            <C>
          ASSETS
Current assets:
   Cash and cash equivalents                       $175,289       132,708
   Receivables, net                                 115,015       114,558
   Inventories                                      238,892       217,824
   Deferred income taxes                             15,732        15,649
   Other current assets                              38,577        30,633
       Total current assets                         583,505       511,372
Investments                                          13,072        13,179
Property, plant and equipment, net                  247,398       255,368
Deferred income taxes                                13,215        12,615
Other assets                                         65,652        58,230
                                                   $922,842       850,764

       LIABILITIES AND EQUITY
Current liabilities:
   Notes payable and current maturities of
     long-term debt                                $ 20,875        20,402
   Accounts payable                                  84,121        80,753
   Accrued compensation and related expenses         42,556        24,508
   Other current liabilities                         88,049        78,450
     Total current liabilities                      235,601       204,113
Long-term debt, less current maturities             281,408       209,767
Accrued pension costs                                37,387        31,157
Accrued postretirement benefit costs                  6,760         5,798
Other liabilities                                    44,138        47,309
     Total liabilities                              605,294       498,144
Patrons' and other equity/stockholders' equity:
   Preferred stock, authorized 100,000,000 shares         -             -
   Common stock, $1.00 par value and authorized
     500,000 shares as of October 2, 2004;
     $.01 par value and authorized 900,000,000
     shares as of January 1, 2005; issued
     and outstanding 2,449 shares as of
     October 2, 2004 and 50,726,435 and
     50,702,312 shares as of January 1, 2005,
     respectively                                         2           507
   Additional paid-in capital                             -       397,800
   Deferred stock compensation                            -        (7,297)
   Patronage reserves                               232,569             -
   Accumulated other comprehensive loss             (42,318)      (42,318)
   Retained earnings                                127,295         4,193
   Common stock held in treasury, 24,123 shares           -          (265)
     Total patrons' and other equity/stockholders'
        equity                                      317,548       352,620
                                                   $922,842       850,764


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


<TABLE>
                                                          Page 2

                               GOLD KIST INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
               (Amounts in Thousands, Except Per Share Amounts)
                                 (Unaudited)

<CAPTION>
                                             Three Months Ended
                                       Dec. 27, 2003    Jan. 1, 2005
<S>                                        <C>             <C>
Net sales                                 $536,927         551,958
Cost of sales                              468,717         504,122
 Gross profit                               68,210          47,836
Distribution, administrative and
 general expenses                           29,023          24,966
Conversion expenses                              -           1,418
 Net operating income                       39,187          21,452
Other income (expenses):
 Interest and dividend income                  144             825
 Interest expense                           (6,782)         (7,090)
 Senior debt prepayment interest
   and pro-rata write off of
   fees and discount                             -         (10,016)
 Unrealized loss on investment             (18,486)              -
 Miscellaneous, net                            291           1,702
   Total other expenses, net               (24,833)        (14,579)
 Income before income taxes                 14,354           6,873
Income tax expense                          10,949           2,680
 Net income                               $  3,405           4,193

Net income per common share:
 Basic                                           -            $.08
 Diluted                                         -            $.08
Weighted average common shares outstanding:
 Basic                                           -          49,973
 Diluted                                         -          50,131

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

<TABLE>
                                                                                     Page 3
                                     GOLD KIST INC.
               CONSOLIDATED STATEMENT OF PATRONS' AND STOCKHOLDERS' EQUITY
                                AND COMPREHENSIVE INCOME
                           Three Months Ended January 1, 2005
                                 (Amounts In Thousands)

<CAPTION>
                                                          Accumulated
                                        Deferred              Other              Common
                             Additional  stock             comprehen-             stock
               Common stock    paid-in  compen-  Patronage    sive     Retained  held in
               Shares Amount   capital   sation  reserves    (loss)    earnings treasury  Total
<S>           <C>       <C>   <C>       <C>      <C>        <C>      <C>          <C> <C>
October 2,
 2004               2   $  2       -         -    232,569    (42,318)   127,295      -  317,548
 Cash
  patronage
  equity
  redemptions                                        (825)                                 (825)
 Common stock
  issued and
  cash
  distributions
  to members/
  equity holders
  in conversion
  from
  cooperative
  association to
  for-profit
  corporation   36,394   362   252,714         -  (231,744)        -  (127,295)      - (105,963)
 Initial public
  offering of
  common
  stock, net of
  underwriting
  and offering
  expenses      13,600   136    137,056        -                                     -  137,192
 Restricted
  stock
  grants issued    730     7      8,030   (8,037)        -         -         -       -        -
 Amortization
  of stock
  grants             -     -          -      740         -         -         -       -      740
 Treasury stock
  acquired           -     -          -        -         -         -         -    (265)    (265)
 Net income                           -        -         -         -     4,193       -    4,193
January 1, 2005 50,726  $507    397,800   (7,297)        -   (42,318)    4,193    (265) 352,620



            See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
  <TABLE>
                                                                Page 4
                               GOLD KIST INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Amounts in thousands)
                                 (Unaudited)

<CAPTION>
                                                   Three Months Ended
                                              Dec. 27, 2003   Jan. 1, 2005
<S>                                               <C>          <C>
Cash flows from operating activities:
    Net income                                    $  3,405        4,193
 Non-cash items included in income from
    operations:
    Depreciation and amortization                    9,539       11,063
    Unrealized loss on investment                   18,486            -
    Postretirement benefit plans expense in
        excess of (less than) funding                1,480       (6,488)
    Deferred income tax expense                      8,051          683
    Other                                          (1,726)        2,398
    Changes in operating assets and liabilities:
    Receivables                                      3,708          457
    Inventories                                     (4,152)      21,068
    Other current assets                               (31)       3,342
    Accounts payable, accrued and other expenses     4,808      (22,270)
Net cash provided by operating activities           43,568       14,446
Cash flows from investing activities:
 Acquisitions of property, plant and equipment      (5,769)     (17,688)
 Proceeds from termination of cooperative equity
    holder life insurance policies                       -        2,790
 Other                                                 441        1,586
Net cash used in investing activities               (5,328)     (13,312)
Cash flows from financing activities:
 Principal repayments of long-term debt            (35,688)     (73,181)
 Patronage refunds and other equity paid in cash      (456)      (3,165)
 Proceeds from initial public offering, net of
    underwriting and offering expenses paid              -      138,859
  Cash  distributions to members and equity holders      -     (105,963)
 Treasury stock acquired                                 -         (265)
Net cash used in financing activities              (36,144)     (43,715)
Net change in cash and cash equivalents              2,096      (42,581)
Cash and cash equivalents at beginning of period    13,875      175,289
Cash and cash equivalents at end of period        $ 15,971      132,708
Supplemental disclosure of cash flow information:
 Cash paid (received) during the periods for:
    Interest (net of amounts capitalized)         $  7,280       10,557
    Income taxes, net                             $   (438)          98



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

                                                                  Page 5
                               GOLD KIST INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Amounts in Thousands)
                                 (Unaudited)

 1.  Basis of Presentation

     The  accompanying  unaudited consolidated financial statements  reflect
     the accounts of Gold Kist Inc. and its subsidiaries ("Gold Kist" or the
     "Company")  as  of  January 1, 2005 and for the  thirteen  weeks  ended
     January  1,  2005.  These consolidated financial statements  have  been
     prepared   in  accordance  with  U.S.  generally  accepted   accounting
     principles  for interim financial information and with the instructions
     to Form 10-Q and Article 10 of Regulation S-X.  These 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 26, 2004.
     The Company employs a 52/53-week fiscal year.  On October 20, 2004, the
     Board of Directors of the Company approved changing the fiscal year-end
     of the Company from the Saturday after the last Thursday in June to the
     Saturday after the last Thursday in September.  Fiscal 2005 will  be  a
     52-week year beginning October 3, 2004 and ending October 1, 2005.  The
     three-month  period  ended January 1, 2005 and the  three-month  period
     ended December 27, 2003 each consisted of thirteen weeks.

     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.

     Management  of Gold Kist has made a number of estimates and assumptions
     relating  to the reporting of assets and liabilities and the disclosure
     of  contingent assets and liabilities as of the balance sheet date  and
     the  reporting  of  revenue and expenses during the period  to  prepare
     these  consolidated  financial  statements  in  conformity  with   U.S.
     generally accepted accounting principles.  Actual results could  differ
     from these estimates.

 2.  Conversion and Initial Public Offering

     On  October  13,  2004,  after completion  of  required  approvals  and
     conditions,  the Plan of Conversion (the "Plan") of Gold Kist  Inc.,  a
     Georgia  cooperative marketing association, became effective  and  Gold
     Kist converted from a cooperative marketing association to a for-profit
     business  corporation through a merger into a wholly owned  subsidiary,
     Gold  Kist  Holdings Inc., a Delaware corporation.  In connection  with
     the  conversion, Gold Kist Holdings Inc. changed its name to Gold  Kist
     Inc.


                                                                      Page 6


     The  conversion was accounted for using the historical carrying  values
     of  the assets and liabilities of Gold Kist.  Immediately following the
     conversion  and  the  initial public offering, Gold Kist's  cooperative
     membership common stock and patronage reserves were reclassified to par
     value of common stock and additional paid in capital.

     On  October  13,  2004, the date the conversion became  effective,  all
     patronage interests in Gold Kist were extinguished and the members  and
     former  member equity holders of Gold Kist became entitled  to  receive
     consideration in the form of Gold Kist common stock or cash,  or  both,
     as  provided  in  the Plan.  Patronage earnings from  the  end  of  the
     quarter  ended  October 2, 2004 to October 13, 2004, the  date  of  the
     conversion,   were  not  significant.   Pursuant  to  the   conversion,
     approximately 36.4 million shares of common stock and $106.0 million in
     cash were issued and distributed in December 2004 to members and former
     member equity holders.

     Also  on  October  13,  2004,  Gold Kist completed  an  initial  public
     offering  of  12,000,000 shares of common stock, par  value  $0.01  per
     share,  at  an initial public offering price of $11.00 per  share.   In
     November 2004, the underwriters exercised their overallotment option to
     purchase an additional 1,600,000 shares at the offering price of $11.00
     per share.

     After underwriting discounts and other expenses, net proceeds from  the
     common stock offering were approximately $137.2 million.  A portion  of
     the  proceeds  of  this  offering was used to repay  $70.0  million  in
     aggregate principal amount of our 10.25% outstanding senior notes  plus
     an additional $7.2 million of prepayment interest on November 12, 2004.
     The  prepayment interest of $7.2 million and 35% of both  the  deferred
     financing  costs and discount totaling $2.8 million were recognized  in
     the statement of operations for the quarter ended January 1, 2005.

 3.  Receivables

     Receivables are  principally trade and are stated net of  an  allowance
     for doubtful accounts of $1.5 million and $1.4 million as of October 2,
     2004 and January 1, 2005, respectively.

 4.  Comprehensive Income

     Comprehensive income was $4,371 and $4,193 for the three  months  ended
     December  27,  2003  and January 1, 2005, respectively.   Comprehensive
     income consists of net income and pension liability adjustments, net of
     tax,  for  the  three months ended December 27, 2003.   There  were  no
     elements  of  other  comprehensive income for the  three  months  ended
     January 1, 2005.


                                                                      Page 7

 5. Inventories

     Inventories consist of the following:

 <TABLE>
 <CAPTION>
                                      Oct. 2, 2004       Jan. 1, 2005
     <S>                                <C>                 <C>
     Live poultry and hogs              $102,936            95,318
     Marketable products                  87,562            73,417
     Raw materials and supplies           48,394            49,089
                                        $238,892           217,824
 </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 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 accounts for its marketable products inventory at
     the lower of cost or market.

     Raw  materials and supplies consist of feed ingredients, hatching eggs,
     packaging  materials  and operating supplies.   These  inventories  are
     stated,  generally,  at  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 secure necessary feed
     ingredient   requirements  and  manage  the  risk  of   adverse   price
     fluctuations with regard to its feed ingredient purchases.  Changes  in
     the  fair  value  of  these derivatives, except  for  forward  purchase
     contracts, have been recorded through net income.

                                                                      Page 8

 6. Property, Plant and Equipment

     Property, plant and equipment is summarized as follows:

 <TABLE>
 <CAPTION>
                                         Oct. 2,         Jan. 1,
                                          2004            2005
     <S>                                <C>              <C>
     Land and land improvements         $ 32,161          32,342
     Buildings                           214,368         226,942
     Machinery and equipment             433,633         443,808
     Construction in progress             33,959          28,448
                                         714,121         731,540
     Less accumulated depreciation       466,723         476,172
                                        $247,398         255,368
  </TABLE>

     Depreciation  and  amortization  included  in  cost  of  sales  in  the
     accompanying  consolidated statements of operations were  $8.4  million
     and  $9.0 million for the quarters ended December 27, 2003 and  January
     1, 2005, respectively.




                                                                   Page 9

 7. Long-Term Debt

    Long-term debt is summarized as follows:

  <TABLE>
  <CAPTION>
                                                    Oct. 2,      Jan. 1,
                                                     2004         2005
     <S>                                           <C>            <C>
     Senior notes, due 2014                         $197,092     128,159
     Series B senior exchange notes, due in annual
       installments of $2,728 and a final
       installment of $5,450 due May 30, 2010 with
       interest payable quarterly (interest rate
       of 8.75% at January 1, 2005)                   21,818      21,818
     Series C senior exchange notes, due in annual
       installments of $2,272 and a final
       installment of $4,550 due May 30, 2010 with
       interest payable quarterly (interest rate
       of 9.00% at January 1, 2005)                   18,182      18,182
     Term loan agreement with agricultural credit
       bank, due in semi-annual installments of
       $1,785 with interest payable monthly
       (interest rate of 8.41% at January 1, 2005)    30,365      28,580
     Term loan agreement with agricultural credit
       bank, due in quarterly installments of $600
       with interest payable monthly (weighted
       average interest rate of 5.43% at January 1,
       2005)                                           7,800       7,200
     Subordinated capital certificates of interest
       with original fixed maturities ranging from
       seven to fifteen years, unsecured (weighted
       average interest rate of 8.15% at January 1,
       2005)                                          17,147      16,449
     Tax exempt industrial revenue bond due July 2015
       with variable interest rate (1.8% at
       January 1, 2005)                                7,500       7,500
     Mortgage loans, due in monthly installments to
       January 2010, secured by an office building
        (weighted  average  interest rate of 5.06%)    2,379       2,281
                                                     302,283     230,169
     Less current maturities                          20,875      20,402
                                                    $281,408     209,767
  </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  in
     the  principal  amount  of $200 million and subsequently  exchanged  the
     senior  notes for identical registered notes.  The stated interest  rate
     on  the  senior notes is 10.25%, 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  discount  in  the   accompanying
     consolidated balance sheet at January 1, 2005.  The discount  amount  is
     being amortized to interest expense over the ten-year term of the senior
     notes under the interest method, yielding an effective interest rate  of
     approximately 10.50%.

                                                                      Page 10


     The  Company repaid $70.0 million of principal of the senior notes, plus
     $7.2 million in prepayment interest, on November 12, 2004 with a portion
     of  the  proceeds from Gold Kist's initial public offering completed  on
     October 13, 2004 (see Note 2).  In connection with this prepayment, $1.0
     million  of the discount was written off and recognized in the statement
     of operations for the three months ended January 1, 2005.

     Concurrent  with  the issuance of the senior notes, the Company  amended
     its  Senior Secured 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  interest rate on the facility ranges from 1.00%  to  2.00%
     over  the  prime rate for base rate advances or 2.25% to 3.25% over  the
     London  InterBank Offered Rate (LIBOR) for Eurodollar advances, adjusted
     quarterly  based on the Company's financial position.  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.
     As  of  January 1, 2005, there was approximately $93.7 million available
     for  borrowing  under  this facility.  Approximately  $31.3  million  of
     letters of credit are outstanding under the facility.

     The Company's debt agreements place a limitation on capital expenditures,
     equity  distributions, cash  dividends, commodity  hedging contracts and
     additional loans, advances or investments. The terms of debt  agreements
     (other  than  the  senior  notes) contain financial covenants, including
     those  that  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.  At January 1, 2005, the Company
     believes  that  it  is  in compliance with all applicable loan covenants
     under its senior notes and credit facilities.

8.   Employee Benefits

     Effective  January 1, 2004, the Company'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.

     In October 2002, the Company substantially curtailed its postretirement
     life  insurance  plans  and  in  April  2003, the Company substantially
     curtailed  its  postretirement  medical  plan  for  existing  retirees.
     Retired employees eligible under the plan between the ages of 55 and 65
     could  continue  their  coverage at rates above the average cost of the
     medical insurance plan for active employees.

     At  October 2, 2004 and  January 1, 2005, the  Company  had  a  minimum
     pension liability of $42.3 million, net of the deferred tax benefit  of
     $25.2 million.  The  minimum  pension liability, net of deferred taxes,
     has  been  included  as  a  component  of  patrons'  and  other equity/
     stockholders' equity in accumulated other comprehensive loss.

                                                                     Page 11


     Components of net periodic benefit cost (income) for the quarters ended
     December 27, 2003 and January 1, 2005 are as follows:

     <TABLE>
    <CAPTION>
                                                           Postretirement
                                      Pension Benefits   Insurance Benefits
                                    12/27/2003 1/1/2005 12/27/2003 1/1/2005
    <S>                              <C>       <C>        <C>      <C>
     Service cost                     $ 1,674     1,175         -         -
     Interest cost                      2,672     2,503        78        55
     Estimated return on plan assets   (3,398)   (2,873)        -         -
     Amortization of transition asset     (60)        -         -         -
     Amortization of prior service
       cost                               455       120    (2,587)   (2,587)
     Amortization of net loss             570     1,023     2,089     1,759
      Net periodic benefit cost
      (income)                        $ 1,913     1,948      (420)     (773)
     </TABLE>

     The Company made a qualified pension plan contribution of $15.0 million
     in  August 2004 and another qualified pension plan contribution of $8.0
     million in November 2004.  The Company does not expect to make any more
     qualified  pension  plan contributions during the  fiscal  year  ending
     October 1, 2005.

9.   Long Term Incentive Plan

     In  connection  with the conversion of the Company  into  a  for-profit
     corporation  and  the  completion of its initial public  offering,  the
     Company  implemented the Gold Kist Long-Term Incentive  Plan.   At  the
     discretion  of  the Compensation Committee of the Board  of  Directors,
     which  administers  the plan, employees, consultants  and  non-employee
     directors  may  be granted awards in the form of stock  options,  stock
     appreciation rights, performance awards, restricted stock, stock units,
     dividend equivalents or other stock based awards.  The Company reserved
     up  to  4,000,000 shares for issuance upon the exercise of awards under
     the Long-Term Incentive Plan.

     A grant of restricted stock to employees was authorized by the Board of
     Directors and  effective as of the closing of the offering  on  October
     13, 2004.   In  addition, on October 20, 2004 the  Board  of  Directors
     authorized the  issuance  of the stock portion  of  their  fiscal  2005
     annual retainers  in restricted shares.  Total grants  of  705,197  and
     24,456 shares having a fair market value of approximately $8.0  million
     were issued  to employees and directors, respectively.  The  restricted
     stock issued  to  employees will vest on the third anniversary  of  the
     date of grant with the restricted stock issued to directors vesting  in
     July 2005.   The Company is recognizing the fair market  value  of  the
     restricted stock  granted as compensation expense in  its  consolidated
     statements of operations ratably over the vesting period.  Compensation
     expense of $.7 million was recognized in the three months ended January
     1, 2005.

                                                                     Page 12

10.  Contingent Liabilities

     Four  female  employees  of  the Company's Corporate Office Information
     Services (I/S) Department filed an EEOC sex discrimination suit against
     the  Company  in  the  United  States  District  Court for the Northern
     District  of  Georgia asserting  gender  based  claims about employment
     and promotion decisions in the Corporate Office I/S Department.  One of
     the  employees  continues to  be  employed  by  the  Company. After its
     administrative consideration of the claims, the EEOC has issued  "Right
     to  Sue" letters to the four complainants in these claims, meaning that
     the  EEOC  will not sue or participate in a suit against the Company on
     behalf of the parties in these actions  nor  will it  pursue a systemic
     discrimination  charge  in  this  matter. The  letter provides that the
     individuals may pursue their claims and litigation on their  own should
     they  so  desire.  The  four complainants  filed  an  action in federal
     district  court  on  March  19,  2003,   seeking   class  certification
     for their claims of gender discrimination, unspecified monetary damages
     and  injunctive relief.  Discovery for the class certification phase of
     the  litigation  has  ended, and  a hearing  on  the motion  for  class
     certification  is  expected  to  be  scheduled.  The Company intends to
     defend the litigation vigorously.

     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  along  with four  additional  chicken-processing
     firms.  Plaintiffs allege that the defendants have conspired to prevent
     competition for production contracts and seek to represent  a  putative
     class  of  all contract farmers and sellers of hatching eggs  and  live
     broilers  who  produced hatching eggs or live broilers  in  the  United
     States  since February 23, 1998.  Gold Kist moved to compel arbitration
     of Plaintiff's claims based on arbitration agreements contained in Gold
     Kist's  production contracts, membership agreements, and by-laws.   The
     Court   granted  Gold  Kist's  motion  to  compel  arbitration  between
     Plaintiffs  and  Gold Kist, and stayed Plaintiff's claims  against  the
     other  defendants pending completion of arbitration between  Plaintiffs
     and  Gold  Kist.   Plaintiffs  have not yet  initiated  an  arbitration
     against  Gold  Kist.   Gold Kist believes that the claims  are  without
     merit  and  intends  to  defend the matter vigorously,  and  while  the
     Company  cannot  predict its outcome, the Company  believes  that  this
     lawsuit  will  not  have  a material adverse effect  on  our  financial
     condition.

     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
     Gold Kist and are either accrued or not expected to be significant.

11.  Investments

     In  October 1998, the Company completed the sale of assets of the Agri-
     Services  segment business to Southern States Cooperative, Inc.  (SSC).
     In  connection with the transaction, the Company purchased from SSC $60
     million  principal amount of capital trust securities and  $40  million
     principal  amount of cumulative preferred securities for $98.6  million
     in October 1999.

                                                                     Page 13


     In  October  2002,  SSC  notified the Company  that,  pursuant  to  the
     provisions  of  the  indenture under which the  Company  purchased  the
     capital  trust securities, SSC would defer the capital trust securities
     quarterly  interest payment due on October 5, 2002. Quarterly  interest
     payments for subsequent quarters were also deferred. As a result of the
     deferral  of  the interest payments, the Company reduced  the  carrying
     value  of  the  capital  trust  securities  by  $24.1  million  with  a
     corresponding  charge against the loss from continuing  operations  for
     the  year ended June 28, 2003. The carrying value of the SSC securities
     was $57.3 million at June 28, 2003.

     As  of December 31, 2003, SSC's total stockholders' and patrons' equity
     fell  below  the  Company's  carrying  value  of  the  preferred  stock
     investment,   which  the  Company  believed  was  a  triggering   event
     indicating  impairment.  In the quarter ended December  27,  2003,  the
     Company  recorded an "other-than-temporary" impairment charge of  $18.5
     million included in other expenses.

     In  June  2004,  the  Company notified SSC that it was  abandoning  the
     investment   and  returning  the  securities.  As  a  result   of   the
     abandonment,  the  remaining investment balance of  $38.8  million  was
     written  off  and  reflected as an other expense  in  the  consolidated
     statement of operations for the year ended June 26, 2004.

12.  Earnings Per Share

     The  net  income  for  both the basic and diluted  earnings  per  share
     computations  is  $4.2  million.   Following  is  a  reconciliation  of
     weighted average shares - basic to weighted average shares - diluted.

        Weighted average shares - basic                      49,973
           Deferred stock compensation - restricted shares      158
        Weighted average shares - diluted                    50,131

13. Subsequent Event

    In  January 2005, the Board of Directors approved replacement employment
    agreements   with   the   Chief  Executive   Officer   and   the   Chief
    Administrative  Officer  and replacement change  in  control  agreements
    with ten other officers.

    Equity  grants  to the Company's officers under the Company's 2004 Long-
    Term  Incentive  Plan, consisting of 355,722 shares of restricted stock,
    96,558  performance  share  awards  and stock-settled stock appreciation
    rights with respect to 173,860 shares, were also approved and awarded in
    January 2005.


                                                                     Page 14


    The  restricted  stock  awards vest as to 25%  of  the  shares  on  each
    anniversary of the date of grant, beginning January 24, 2006,  provided,
    however,  that  the  restrictions will lapse immediately  upon  (i)  the
    executive's termination of employment by reason of death, disability  or
    retirement, or (ii) the occurrence of a change in control.

    The  stock  appreciation rights vest in two equal  annual  installments,
    beginning  on  January  24,  2008; provided,  however,  that  the  stock
    appreciation  rights will vest and become immediately  exercisable  upon
    (i)  the  executive's  termination of employment  by  reason  of  death,
    disability  or  retirement,  or  (ii) the  occurrence  of  a  change  in
    control.

    The  performance-share awards provide the holder the opportunity to earn
    a number of shares of common stock of the Company at the end of a three-
    year performance cycle, based upon the Company's profitability.

    Additional equity  grants  for other management participants, consisting
    of 89,304 performance share  awards and stock-settled stock appreciation
    rights  with  respect  to  86,954 shares, were also approved and awarded
    with the same vesting periods as outlined  above. These grants will vest
    and become immediately exercisable upon the participant's termination of
    employment by reason  of death, disability or retirement.

    The Company determined to account for the plans under the provisions  of
    Statement  of  Financial  Accounting  Standards  No.  123R,  Share-Based
    Payments.   In  early  adopting the new rules, the  fair  value  of  the
    equity   classified  awards  at  grant  date  will  be   recognized   as
    compensation  expense over the vesting period starting in January  2005.
    The  fair  value  of the stock appreciation rights was determined  under
    the  Black-Sholes  valuation  method.   Compensation  expense  of  these
    plans  is  estimated at approximately $0.8 million per quarter  starting
    in the quarter ending April 2, 2005.


14.  Supplemental Combining Condensed Financial Statements

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

     The  following  are  the  unaudited  supplemental  combining  condensed
     balance  sheets  as  of  October  2, 2004  and  January  1,  2005,  the
     supplemental  combining  condensed statements  of  operations  for  the
     quarters  ended  December  27,  2003  and  January  1,  2005,  and  the
     supplemental  combining condensed statements  of  cash  flows  for  the
     quarters  ended  December  27, 2003 and  January  1,  2005.   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.

                                                                     Page 15
<TABLE>
<CAPTION>

                                           As of October 2, 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            $166,430       313        8,546              -     175,289
 Receivables, net         113,478    11,474       31,636        (41,573)    115,015
 Inventories              238,432       460            -              -     238,892
 Deferred income taxes
  and other current
  assets                   27,503       545       26,261              -      54,309
  Total current assets    545,843    12,792       66,443        (41,573)    583,505
Investments                35,252         -            -        (22,180)     13,072
Property, plant and
 equipment, net           247,118       280            -              -     247,398
Deferred income taxes
 and other assets          64,144     5,363        9,360              -      78,867
                         $892,357    18,435       75,803        (63,753)    922,842

LIABILITIES AND EQUITY
Current liabilities:
 Notes payable and
  current maturities
  of long-term debt      $ 20,875         -            -              -      20,875
 Accounts payable         125,372       322            -        (41,573)     84,121
 Accrued compensation
  and related expenses     42,540        16            -              -      42,556
 Other current
  liabilities              47,671         5       40,373              -      88,049
  Total current
   liabilities            236,458       343       40,373        (41,573)    235,601
Long-term debt, less
 current maturities       281,408         -            -              -     281,408
Accrued pension costs      37,387         -            -              -      37,387
Accrued postretirement
 benefit costs              6,760         -            -              -       6,760
Other liabilities          12,796       325       31,017              -      44,138
  Total liabilities       574,809       668       71,390        (41,573)    605,294
Patrons' and other equity 317,548    17,767        4,413        (22,180)    317,548
                         $892,357    18,435       75,803        (63,753)    922,842

</TABLE>
                                                                      Page 16
<TABLE>
<CAPTION>
                                           As of January 1, 2005
Balance Sheet:            Parent  Guarantor   Non-Guarantor
                           Only  Subsidiaries  Subsidiary   Eliminations Consolidated

<S>                      <C>       <C>       <C>       <C>        <C>
ASSETS
Current assets:
 Cash and cash
  equivalents            $129,997       199        2,512             -      132,708
 Receivables, net         113,494    12,678       34,737       (46,351)     114,558
 Inventories              217,562       262            -             -      217,824
 Deferred income taxes
  and other current
  assets                   24,267       537       21,478             -       46,282
  Total current assets    485,320    13,676       58,727       (46,351)     511,372
Investments                35,411         -            -       (22,232)      13,179
Property, plant and
 equipment, net           255,097       271            -             -      255,368
Deferred income taxes
 and other assets          55,760     4,876       10,209             -       70,845
                         $831,588    18,823       68,936       (68,583)     850,764

LIABILITIES AND EQUITY
Current liabilities:
 Notes payable and
  current maturities
  of long-term debt      $ 20,402         -            -             -       20,402
 Accounts payable         126,409       162          533       (46,351)      80,753
 Accrued compensation
  and related expenses     24,500         8            -             -       24,508
 Other current
  liabilities              47,541       536       30,373             -       78,450
  Total current
   liabilities            218,852       706       30,906       (46,351)     204,113
Long-term debt, less
 current maturities       209,767         -            -             -      209,767
Accrued pension costs      31,157         -            -             -       31,157
Accrued postretirement
 benefit costs              5,798         -            -             -        5,798
Other liabilities          13,394       325       33,590             -       47,309
  Total liabilities       478,968     1,031       64,496       (46,351)     498,144
Stockholders' equity      352,620    17,792        4,440       (22,232)     352,620
                         $831,588    18,823       68,936       (68,583)     850,764
</TABLE>

                                                                       Page 17
<TABLE>
<CAPTION>
                               Three  Months (13 Weeks) Ended December 27, 2003
Statement of Operations:   Parent  Guarantor   Non-Guarantor
                            Only  Subsidiaries  Subsidiary   Eliminations Consolidated
<S>                       <C>         <C>        <C>           <C>        <C>
Net sales                 $535,400      732        3,971        (3,176)     536,927
Cost of sales              464,889      739        6,265        (3,176)     468,717
Gross profit (loss)         70,511       (7)      (2,294)            -       68,210
Distribution,
 administrative and
 general expenses           28,761      241           21             -       29,023
Net operating income
 (loss)                     41,750     (248)      (2,315)            -       39,187
Interest, income taxes
 and other, net            (38,345)     234        1,086         1,243      (35,782)
Net income (loss)         $  3,405      (14)      (1,229)        1,243        3,405
</TABLE>

<TABLE>
<CAPTION>
                                 Three Months (13 Weeks) Ended January 1, 2005
Statement of Operations:   Parent  Guarantor   Non-Guarantor
                            Only  Subsidiaries  Subsidiary   Eliminations Consolidated
<S>                       <C>          <C>        <C>          <C>         <C>
Net sales                 $551,129       795       3,526        (3,492)     551,958
Cost of sales              502,819       830       3,965        (3,492)     504,122
Gross profit (loss)         48,310       (35)       (439)            -       47,836
Distribution,
 administrative and
 general expenses           26,239       122          23             -       26,384
Net operating income
 (loss)                     22,071      (157)       (462)            -       21,452
Interest, income taxes
 and other, net            (17,878)      182         489           (52)     (17,259)
Net income (loss)         $  4,193        25          27           (52)       4,193
</TABLE>

                                                                     Page 18
<TABLE>
<CAPTION>

                                 Three Months (13 Weeks) Ended December 27, 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               $ 44,273      (710)          5             -       43,568
Cash flows from investing
 activities:
 Acquisitions of property,
  plant and equipment       (5,769)        -           -             -       (5,769)
 Other                        (151)      592           -             -          441
Net cash provided by
 (used in) investing
 activities                 (5,920)      592           -             -       (5,328)
Cash flows from financing
 activities:
 Principal repayments of
  long-term debt           (35,688)        -           -             -      (35,688)
 Payments of capitalized
  financing costs                -         -           -             -            -
 Patronage refunds and
  other equity paid in
  cash                        (456)        -           -             -         (456)
Net cash used in
 financing activities      (36,144)        -           -             -      (36,144)
Net change in cash and
 cash equivalents            2,209      (118)          5             -        2,096
Cash and cash equivalents,
 beginning of period        11,088       273       2,514             -       13,875
Cash and cash equivalents,
 end of period            $ 13,297       155       2,519             -       15,971
</TABLE>

                                                                      Page 19

<TABLE>
<CAPTION>

                                 Three Months (13 Weeks) Ended January 1, 2005
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              $  21,080      (600)     (6,034)            -       14,446
Cash flows from
 investing activities:
 Acquisitions of
  property, plant and
  equipment                (17,687)       (1)          -             -      (17,688)
 Other                       3,889       487           -             -        4,376
Net cash provided by
 (used in) investing
 activities                (13,798)      486           -             -      (13,312)
Cash flows from
 financing activities:
 Principal repayments
  of long-term debt        (73,181)        -           -             -      (73,181)
 Patronage refunds and
  other equity paid in
  cash                      (3,165)        -           -             -       (3,165)
 Proceeds from initial
  public offering, net
  of underwriting and
  offering expenses
  paid                     138,859         -           -             -      138,859
 Cash distributions to
  members and equity
  holders                 (105,963)        -           -             -     (105,963)
 Treasury stock acquired      (265)        -           -             -         (265)
Net cash used in
 financing activities      (43,715)        -           -             -      (43,715)
Net change in cash and
 cash equivalents          (36,433)     (114)     (6,034)            -      (42,581)
Cash and cash equivalents,
 beginning of period       166,430       313       8,546             -      175,289
Cash and cash equivalents,
 end of period            $129,997       199       2,512             -      132,708

</TABLE>

                                                                     Page 20
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 sales prices were generally strong during most 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 contributed to improved broiler prices  through
fiscal 2004.  Domestic demand was driven by new product introductions in fast
food  and quick service restaurants and higher overall per capita consumption
of chicken.

Market  prices for broiler products reached their highest levels  since  1999
during our 2004 fiscal year.  However, broiler sales prices have declined  in
the  quarter ended January 1, 2005 from the quarter ended October 2, 2004 due
to increased supply and the seasonal drop in demand.

According  to the USDA World Agricultural Outlook Board (WAOB), the  forecast
for calendar 2004 U.S. broiler meat production is 33.72 billion pounds, ready-
to-cook  weight,  4.1%  above the 32.40 billion pounds produced  in  calendar
2003.  The WAOB October estimate for calendar 2005 broiler meat production is
34.75  billion  pounds,  which  is a 3.1% increase  from  the  calendar  2004
estimate.


                                                                      Page 21

Our  export  sales, which we define as sales other than to customers  in  the
United  States  or Canada, for fiscal 2002, 2003, 2004 and for  the  quarters
ending October 2, 2004 and January 1, 2005 were $74.2 million, $56.4 million,
$99.2  million,  $25.8  million  and $30.7 million,  respectively.  The  U.S.
poultry industry historically has exported 15% to 20% of domestic production,
principally  dark  meat products, however our export sales have  historically
been  less  than 10% of net sales.  Any disruption in the export markets  can
significantly  impact  domestic  broiler  sales  prices  by  creating  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 our first half of fiscal 2002, increasing  49%  over
the  same period in fiscal 2001. However, due to the Russian ban, our  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,  our  export  sales in fiscal 2004 and for  the  quarters  ending
October  2, 2004 and January 1, 2005 were significantly higher than  for  the
same periods in 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. During  several
months  in 2004, China, Japan and several smaller chicken importing countries
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 and Hong Kong banned the  import  of  broiler
products   from  the  affected  states.   Although  our  broiler   production
operations   are  not  located  in  the  states  that  were   affected,   any
implementation  of  similar bans in the future could  negatively  affect  our
results of operations.

The  cost  of  feed  grains,  primarily corn  and  soybean  meal,  represents
approximately 60% of total live broiler production costs or approximately 35%
of  the Company's cost of sales.  Prices of feed grains fluctuate in response
to  worldwide  supply  and demand.  Corn and soybean  meal  prices  increased
significantly  in  fiscal  2003 with soybean meal prices  further  increasing
significantly  in fiscal 2004, due to stronger worldwide demand  and  reduced
U.S.  crops  due  to  weather  problems in grain  producing  areas.   Barring
widespread  weather or other problems, worldwide soybean and corn  production
is  expected to increase, which may favorably impact feed ingredient costs in
fiscal  2005.  The U.S. grain harvest is complete, and both cash and  futures
market prices for soybean meal and corn have declined.  The Company's cost of
sales  was  negatively impacted in the quarters ended  October  2,  2004  and
January 1, 2005 due to grain forward contracts priced in the summer of  2004.
These  positions resulted in ingredient costs in excess of cash market prices
during those periods.  The majority of deliveries under these contracts  have
been  completed and the Company expects to benefit from lower feed ingredient
costs  during  the remainder of fiscal 2005 as compared to the quarter  ended
January 1, 2005 and the transition period ended October 2, 2004.



                                                                      Page 22


We  believe  that  we  can reduce the impact of industry  volatility  on  our
results  by  increasing our value-added product lines, continuing to  improve
our  cost  structure  and continuing our commitment to  a  strategy  to  grow
private label sales.

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 profitability and growth both
for Gold Kist and the broiler industry.  References in this report to "fiscal
2005,"  "fiscal  2004,"  "fiscal 2003," "fiscal  2002,"  "fiscal  2001,"  and
"fiscal 2000" refer to the Company's fiscal years ending or ended October  1,
2005, June 26, 2004, June 28, 2003, June 29, 2002, June 30, 2001 and July  1,
2000, respectively.

                            RESULTS OF OPERATIONS

The  following  table  presents certain statement of operations  items  as  a
percentage of net sales for the periods indicated:

<TABLE>
<CAPTION>
                                     Quarter Ended:     Fiscal Year Ended:
                                   Dec. 27,  Jan. 1,         June 26,
                                    2003      2005             2004
<S>                                <C>        <C>            <C>
Net sales                          100.0%      100.0%         100.0%
Cost of sales                       87.3        91.3           84.0
     Gross profit                   12.7         8.7           16.0
Distribution, administrative,
 general and other expenses          5.4         4.8            5.3
     Net operating income            7.3         3.9           10.7
Interest expense                    (1.3)       (1.3)          (1.6)
Other income (expenses)
 (including income taxes)           (5.4)       (1.8)          (4.2)
     Net income                       .6%         .8%           4.9%
</TABLE>

Net Sales

Gold  Kist's  net sales for the quarter ended January 1, 2005 increased  2.8%
compared  to the quarter ended December 27, 2003.  The increase in net  sales
was  due primarily to an approximate 5.4% increase in broiler pounds produced
and sold for the quarter ended January 1, 2005, partially offset by a decline
of  2.9% in average broiler sales prices.   Average broiler sales prices  for
the  quarter  ended January 1, 2005 were 11.3% below prices for  the  quarter
ended October 2, 2004.  Increased supply and the seasonal drop in demand were
the  principal  factors leading to the decline of prices from  the  September
2004 and December 2003 quarters.

Our  export sales of $30.7 million for the quarter ended January 1, 2005 were
1.3%  higher  than the December 2003 quarter, due to increased  shipments  to
Russia and increased demand from other countries, partially offset by a 12.0%
reduction  in  average  sales  price.  Our  export  sales  to  Russia


                                                                      Page 23


increased  35.7%  in  pounds shipped and 28.9% in  dollar  value  from  $12.9
million  for  the  quarter ended December 27, 2003 to $16.6 million  for  the
quarter ended January 1, 2005.

Net Operating Income

The  Company had net operating income of $21.5 million for the quarter  ended
January  1,  2005 compared to net operating income of $39.2  million  in  the
comparable  period last year.  The decrease in net operating  income  in  the
January  1, 2005 period as compared to the December 27, 2003 period  was  due
primarily  to lower broiler selling prices and higher feed ingredient  costs,
principally soybean meal.  Feed costs for the quarter ended January  1,  2005
were 6.6% higher than the quarter ended December 27, 2003.  This increase was
due  primarily to a 5.3% increase in the Company's average per ton  price  of
soybean  meal compared to prices in the comparable period in the prior  year.
Although  cash market prices for both soybean meal and corn declined  in  the
quarter  ended  January 1, 2005, the Company's ability to  benefit  from  the
price  declines was mitigated by priced forward purchase contracts that  were
executed  in  order  to  secure a portion of the  Company's  feed  ingredient
requirements.

The  14.0% year-to-date decrease in distribution, administrative and  general
expenses  was  principally due to decreased incentive  compensation  accruals
associated  with  the lower net income before income taxes  for  the  quarter
ended January 1, 2005 compared to the December 2003 quarter.

Expenses of $1.4 million, principally advisory fees related to the conversion
of  the  Company  from a cooperative marketing association  to  a  for-profit
corporation, were deducted in determining net operating income.

Other Expenses

Other  expenses,  including  interest and miscellaneous,  net  totaled  $14.6
million for the quarter ended January 1, 2005, compared to $24.8 million  for
the comparable period last year.

Interest  expense  was $7.1 million for the quarter ended  January  1,  2005,
compared to $6.8 million for the comparable period last year. The increase in
interest  expense  was  principally due to the higher interest  rate  on  the
senior  notes  as  compared  to  the  average  rates  on  other  indebtedness
outstanding at December 27, 2003 that was repaid with the proceeds  from  the
offering of senior notes in March 2004.  In connection with the repayment  of
$70  million  principal  amount of the senior notes with  a  portion  of  the
proceeds  from Gold Kist's initial public offering completed on  October  13,
2004,  the Company incurred a $7.2 million prepayment interest.  In addition,
deferred  financing costs of $1.8 million and 35% of the unamortized discount
on  the  issuance  of the senior notes of $1.0 million were written  off  and
recognized as interest expense.


                                                                      Page 24

Miscellaneous, net was income of $1.7 million for the quarter  ended  January
1,  2005,  compared  to  $0.3 million for the comparable  period  last  year.
Income  from a hog production joint venture was $0.9 million for the  quarter
ended  January  1,  2005 as compared to $0.1 million for  the  quarter  ended
December  27,  2003  due  to  improved hog market  prices  brought  about  by
increased  demand.   Interest and dividend income was  $0.8  million  in  the
quarter  ended  January 1, 2005 as compared to $0.1 million for  the  quarter
ended  December  27,  2003,  principally due to  interest  income  from  cash
invested in short-term interest bearing instruments.

Income Tax Expense

For  the  quarter  ended  January 1, 2005, our  combined  federal  and  state
effective income tax rate used for purposes of calculating the tax expense on
income  before income taxes was 39.0%, as compared to 35.6% for  the  quarter
ended  October  2, 2004.  The rate at October 2, 2004 reflects the  deduction
for cash patronage refunds and equity redemptions no longer applicable to the
Company  after the conversion from a cooperative marketing association  to  a
for-profit corporation.  Income tax expense for the quarter ended January  1,
2005  reflects  income  taxes  at statutory rates  adjusted  principally  for
available tax credits and the deductibility of state income taxes for federal
tax purposes.

For  the three months ended December 27, 2003, the Company's combined federal
and  state effective income tax rate was 76.3%.  The increased effective  tax
rate  over  the federal and state statutory rates for the three months  ended
December  27,  2003  was due to the deferred income tax  valuation  allowance
established for the unrealized loss resulting from the write down of the  SSC
preferred stock investment.

                       LIQUIDITY AND CAPITAL RESOURCES

Our  liquidity  is  dependent  upon cash flow from  operations  and  external
sources of financing.

In  March 2004, the Company issued $200.0 million aggregate principal  amount
of  senior  notes.   The interest rate on the senior notes  is  10.25%,  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
unamortized  discount  in  the  accompanying consolidated  balance  sheet  at
January 1, 2005.  We repaid approximately $70.0 million of these notes,  plus
the payment of $7.2 million in prepayment interest, on November 12, 2004 with
a  portion  of  the  proceeds  from  the Company's  initial  public  offering
completed on October 13, 2004.

In  connection with the offering of our senior notes, we amended the terms of
our  senior credit facility to provide for a revolving line of credit  in  an
aggregate principal amount of $125.0 million, including a sub-facility of  up
to  $60.0  million  for letters of credit, for a term  of  three  years.  The
facility  is  secured  by  a security interest in substantially  all  of  our
assets,  including  all  of our present and future  accounts  receivable  and
inventory, property,  plant  and  equipment and the stock of certain  of  our
subsidiaries.  Borrowings under the facility are limited  to  the  lesser  of
$125.0  million and a borrowing base determined by reference to a  percentage
of the collateral value of the accounts receivable and inventories, including
our broiler and breeder flocks, securing the facility.  As of


                                                                      Page 25

January  1, 2005, we had approximately $93.7 million available for  borrowing
under  this  facility.  Approximately $31.3 million of letters of credit  are
outstanding under the facility.

Our  debt  agreements  place  a  limitation on capital  expenditures,  equity
distributions,  cash  patronage refunds, cash  dividends,  commodity  hedging
contracts  and additional loans, advances or investments.  The terms  of  our
debt  agreements  (other than the senior notes) contain financial  covenants,
including those that 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 agreements also include other  financial
covenants.  These covenants are described in more detail in the Annual Report
on  Form 10-K for the fiscal year ended June 26, 2004 for Gold Kist Inc. (the
Georgia  cooperative marketing association).  At January 1, 2005, we  believe
we  were  in  compliance with all applicable loan covenants under our  senior
notes and credit facilities.

For  the quarter ended January 1, 2005, cash provided by operating activities
was  $14.4  million  compared to cash provided from operating  activities  of
$43.6  million for the quarter ended December 27, 2003.  The lower cash  flow
was  due principally to the reduction in net operating income and the pension
plan  contribution  in excess of benefit plan expenses in the  quarter  ended
January 1, 2005.

Cash  used in financing activities for the quarter ended January 1, 2005  was
$43.7  million  compared  to $36.1 million for the comparable  December  2003
period.   Pursuant  to the conversion, approximately 36.4 million  shares  of
common  stock  and  $106.0  million in cash were issued  and  distributed  in
December  2004  to  members  and former member  equity  holders.   We  issued
12,000,000  shares of our common stock in our initial public  offering  at  a
price  of  $11.00  per  share  and converted to a for-profit  corporation  on
October 13, 2004.  Including proceeds from the exercise, in November 2004, of
the  underwriters' overallotment option to purchase an additional 1.6 million
shares  at  the  offering price of $11.00 per share, total proceeds,  net  of
expenses,  were  $137.2  million.  Part of the  proceeds  was  used  for  the
repayment  of  35% of the principal amount of senior notes in the  amount  of
$70.0  million.   The  payment  of  the $2.4  million  cash  portion  of  the
nonqualified  patronage refund for the period from June 27, 2004  up  to  the
conversion  of October 12, 2004 and patronage equity cashings of $.8  million
are  also  reflected  in the net cash used in financing  activities  for  the
quarter  ended January 1, 2005.  At January 1, 2005, the Company had cash  of
$119.0 million invested in short term interest bearing instruments.

Working  capital  and  patrons'  and other equity/stockholders'  equity  were
$307.3  million  and  $352.6 million, respectively, at  January  1,  2005  as
compared  to $347.9 million and $317.5 million, respectively, at  October  2,
2004.

The  reduction  in cash for the distribution to members and  equity  holders,
partially offset by cash provided by operations and other changes in  current
assets  and  liabilities,  was the principal factor  for  the  lower  working
capital  level.   The increase in total equity resulted from  the  additional
paid  in  capital in excess of the cash distributions to members  and  equity
holders  from  the initial public offering in October 2004 and  to  a  lesser
extent, net income for the quarter.


                                                                     Page 26


We  spent $17.7 million in capital expenditures for the quarter ended January
1,  2005  and  expect to spend a total of approximately $80  million  in  the
fiscal year ending October 1, 2005.  This includes expenditures for expansion
of  further  processing capacity and technological advances  in  our  poultry
production  and processing. In addition, capital expenditures included  other
asset  improvements  and  necessary replacements. Management  plans  to  fund
fiscal 2005 capital expenditures, including a planned $47.0 million expansion
of  our  Live  Oak,  Florida facility over the next two  years,  and  related
working  capital needs with existing cash balances and cash  expected  to  be
provided from operations.

Effective  January  1, 2004, we prospectively amended our  qualified  pension
plan. For benefits earned in 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.  We  made  a pension plan contribution of $15.0 million in August
2004 and made an additional contribution of $8.0 million in November 2004.

We  believe  cash on hand, cash equivalents and cash expected to be  provided
from operations, in addition to borrowings available under our amended senior
credit  facility, will be sufficient to maintain cash flows adequate for  our
operational objectives during fiscal 2005.

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;


                                                                      Page 27


     - contamination  of  products, which can lead to product  liability
       and product recalls;
     - access   to  foreign  markets  together  with  foreign   economic
       conditions;
     - 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 this report and in other
reports that we file with the Securities and Exchange Commission.

Contractual Obligations

Obligations  under long-term debt, non-cancelable operating leases  and  feed
ingredient  purchase  commitments at January  1,  2005  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)       $230.2     20.4       26.1       23.1     160.6
Operating leases (b)       50.9     14.8       20.6       13.5       2.0
Feed ingredient purchase
 commitments (c)          129.0    129.0          -          -         -
  Total (d)              $410.1    164.2       46.7       36.6     162.6
</TABLE>

(a)  Excludes $31.3 million in total letters of credit outstanding related to
     normal business transactions.

(b)  Operating  lease commitments as of June 26, 2004.  There have  not  been
     any significant changes in the three months ended January 1, 2005.



                                                                      Page 28


(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 January 1, 2005 for the month  of
     delivery.

(d)  We  contract  with  broiler, breeder, pullet, layer, hog and nursery pig
     producers. Although  these  contracts  are  subject to acceptable grower
     performance  on  a  flock-to-flock  or herd-to-herd basis, we expect the
     grow  out activity to continue through the periods covered by the grower
     contracts. Annual  grower  pay has averaged approximately $240.0 million
     per  year  over the past two years with the actual amounts determined by
     relative  performance  and  other factors. Grower payments have not been
     included  in  the  contractual  obligations  table  due  to the inherent
     uncertainty of the future amounts.

Critical Accounting Policies

There  were no material changes in the Company's critical accounting policies
during the quarter ended January 1, 2005.

Effects of Inflation

The  major factor affecting our net sales and cost of sales is the change  in
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  can,  however,  adversely  affect   our
operating costs such as labor, energy and material costs.

New Accounting Pronouncements

In  November  2004,  the Financial Accounting Standards Board  (FASB)  issued
Statement  of  Financial  Accounting Standards  (SFAS)  No.  151,  "Inventory
Costs,"  effective  for  fiscal years beginning after  June  15,  2005.   The
Company  does not expect that SFAS No. 151 will have a significant impact  on
our consolidated financial statements.

In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payments."  The
Statement  is  a  revision  of  SFAS  No. 123,  "Accounting  for  Stock-Based
Compensation."  This Statement supersedes APB Opinion No. 25, "Accounting for
Stock  Issued  to Employees," and its related implementation guidance.   This
Statement establishes standards for the accounting for transactions in  which
an entity exchanges its equity instruments for goods or services.  It focuses
primarily on accounting for transactions in which an entity obtains  employee
services in share-based payment transactions.  Effective in January 2005, the
Company  early adopted the provisions of SFAS 123R.  See Notes 9  and  13  of
Notes to Consolidated Financial Statements.

In  October 2004, the American Jobs Creation Act (AJCA) was signed into  law.
The AJCA allows for a federal income tax deduction for a percentage of income
generated   from  certain  domestic  production  activities.   The  Company's
production activities will qualify for the deduction.  Based on the effective
date  of  the  AJCA, the Company will be eligible for this deduction  in  the
first  quarter  of  fiscal 2006.  Additionally, in December  2004,  the


                                                                      Page 29

FASB  issued  FASB  Staff  Position  109-1, "Application  of  SFAS  No.  109,
Accounting for  Income  Taxes,  to the Tax Deduction on Qualified  Production
Activities Provided by the American Jobs  Creation  Act of 2004" (FSP 109-1).
FSP 109-1, which  was  effective  upon  issuance, states  the deduction under
this provision of the AJCA should be accounted for as a special  deduction in
accordance with SFAS  109.  The  Company  has not yet determined the  benefit
that may be realized from this provision.

Risks Relating to Our Business

Industry  cyclicality,  especially fluctuations  in  the  supply  of  broiler
products, affects the prevailing market price of broiler products, our  sales
and our earnings.

Profitability  in  the  broiler  industry  is  materially  affected  by   the
prevailing price of broiler products, which is primarily determined by supply
and  demand  factors  in the market. In recent years,  the  profitability  of
companies  in the broiler industry has been adversely affected from  time  to
time by excess supplies of broiler products in the market. As a result of the
efficiencies in the U.S. broiler market, even modest increases in the broiler
supply  in the United States can significantly decrease the market prices  at
which we can sell our broiler products. Such increases in domestic
supply  can  arise as a result of unanticipated decreases in  export  demand,
among other reasons. Given the perishable nature of broiler products, we  are
unable  to  manage  inventories to address any short-term changes  in  market
prices.  As  a  result, from time to time we are forced to sell  our  broiler
products  at  a  loss. Because we sell a relatively small percentage  of  our
products  under  fixed-price contracts, increases in the  overall  supply  of
broiler products and any related decrease in broiler prices adversely  affect
our  operating  results. This has resulted and will  continue  to  result  in
fluctuations  in  our  earnings. Market prices for broiler  products  reached
their  highest  levels  since  1999 during our 2004  fiscal  year,  but  have
declined through December 2004.

Fluctuations  in commodity prices of feed ingredients materially  affect  our
earnings.

A  significant portion of the cost of producing our broiler products consists
of  amounts  spent in connection with purchasing corn and soybean  meal,  our
primary feed ingredients. As a result, fluctuations in feed ingredient prices
materially  affect  our earnings. While prices of these items  increase  from
time to time, we may not be able to pass through any increase in the cost  of
feed  ingredients to our customers. High feed ingredient prices  have  had  a
material adverse effect on our operating results in the past. We periodically
seek, to the extent available, to enter into advance purchase commitments  or
commodity  futures  contracts for the purchase  of  a  portion  of  our  feed
ingredients  in an effort to manage our feed ingredient costs.  However,  the
use  of  such  instruments may not be successful in limiting our exposure  to
market  fluctuations in the cost of feed and may limit our ability to benefit
from favorable price movements.

Furthermore,  the production of feed ingredients is positively or  negatively
affected by weather patterns throughout the world, the global level of supply
inventories  and  demand for feed ingredients, as well  as  the  agricultural
policies of the United States and foreign governments. In

                                                                      Page 30

particular,  weather  patterns  often  change  agricultural  conditions in an
unpredictable manner.  A  sudden and  significant  change in weather patterns
could affect the supply  of feed  ingredients, as well as both the industry's
and  our  ability  to  obtain  feed  ingredients, grow  broilers  and deliver
products. Any  such  change  would  have  a  material  negative impact on our
business  and  results  of  operations.   See  "Management's  Discussion  and
Analysis of Financial Condition and Results of Operations."

Significant  competition  in  the  broiler  industry  with  other  vertically
integrated  broiler  companies, especially companies with greater  resources,
may  make  us  unable to compete successfully in this industry,  which  would
adversely affect our business.

The  broiler  industry  is highly competitive. Some of our  competitors  have
greater  financial  and  marketing resources than  we  do.  In  general,  the
competitive  factors  in  the U.S. broiler industry  include  price,  product
quality,  brand identification, breadth of product line and customer service.
Competitive  factors  vary  by major market. In the  foodservice  market,  we
believe  competition  is  based on consistent quality,  product  development,
customer  service  and  price. In the U.S. retail  market,  we  believe  that
competition  is  based on product quality, brand awareness, customer  service
and  price.  We also face competition from non-vertically integrated  further
processors  with  regard  to  our  further-processed  products.  The   highly
competitive  conditions  in the broiler industry could  force  us  to  reduce
prices  for  our  products,  which  would adversely  affect  our  results  of
operations and financial condition.

The  loss of one of our large customers could have a material adverse  effect
on our results of operations.

Sales  to  our top ten customers represented approximately 32.9% of  our  net
sales  during  the  quarter ended January 1, 2005  and  during  such  period,
approximately 11.8% of our net sales were to our largest customer. We do  not
have  long-term contracts with any of our major customers and, as  a  result,
any  of  our  major  customers could significantly decrease  or  cease  their
business  with us with limited or no notice. If we lost one or  more  of  our
major  customers,  or  if  one or more of our major  customers  significantly
decreased  its orders from us, our business, sales and results of  operations
could be materially and adversely affected.

Foreign embargos, decreased export demand, oversupply of broiler products and
competing products and bans on exported chicken and livestock would  have  an
adverse effect on our business.

We  are  an exporter to Russia and other former Soviet republics, China,  the
Pacific  Rim,  the Middle East, South and Central America and  the  Caribbean
Islands.  Any  decrease in exports to foreign countries  based  on  embargos,
decreased  demand,  oversupply of broiler products or competing  products  or
bans  on exported chicken may have an adverse effect on our ability to export
chicken  and other products. Such occurrences would also likely increase  the
supply  of broilers and competing products in the United States, which  would
likely result in lower prices for broiler products and could adversely affect
our  business. For example, in 2002 and 2003, export sales to Russia declined
due to an embargo on certain imported meats, leading to a domestic oversupply
and  a decrease in the market price of chicken. Russia has

                                                                     Page 31

implemented  import  quotas  on  chicken  and  other  meats  that reduce U.S.
broiler  imports  to  approximately  70%  of 2002 levels.  In  addition,  for
several months in 2004, China, Japan and several  smaller  chicken  importing
countries  banned  all imports of broiler products from the United States due
to  several  chickens  in  Delaware  and  Texas  testing  positive  for avian
influenza.  Also as a result  of this  event, Russia and Hong Kong banned the
import  of  broiler  products  from  Delaware and Texas for a period of time.
Any  implementation  of  similar  bans in the future or the implementation of
quotas  or  other import restrictions would adversely affect our domestic and
export sales and our results of operations.

We  have  been,  and may in the future be, subject to claims and  liabilities
under  environmental,  health, safety and other laws and  regulations,  which
could be significant.

Our  operations  are  subject to various federal, state,  local  and  foreign
environmental, health, safety and other laws and regulations, including those
governing  air  emissions,  wastewater  discharges  and  the  use,   storage,
treatment  and  disposal of hazardous materials. The applicable  requirements
under  these  laws  are  subject to amendment, to the imposition  of  new  or
additional  requirements  and  to  changing interpretations  by  governmental
agencies  or  courts.  In  addition, we anticipate  increased  regulation  by
various  governmental agencies concerning food safety, the use of  medication
in  feed  formulations,  the  disposal of animal by-products  and  wastewater
discharges.  Furthermore, business operations currently conducted  by  us  or
previously  conducted by others at real property owned  or  operated  by  us,
business operations of others at real property formerly owned or operated  by
us  and  the disposal of waste at third party sites expose us to the risk  of
claims  under  environmental, health and safety  laws  and  regulations.  For
example,  we  have  received notice letters designating us as  a  potentially
responsible party for alleged environmental contamination at a site  that  we
previously  owned.  Other properties we own or owned in the  past  have  been
designated  for  cleanup  under federal and state  environmental  remediation
statutes,  which could result in further liabilities to us. In  addition,  we
are  subject  to  potential  claims  for residual  environmental  liabilities
arising out of our sale of our Agri-Services business in 1998. The agreements
related  to  our disposition of certain properties require that we  indemnify
the  buyer  of  such  properties with regard to any associated  environmental
liabilities. We could incur material costs or liabilities in connection  with
claims  related  to any of the foregoing. The discovery of presently  unknown
environmental conditions, changes in environmental, health, safety and  other
laws and regulations, enforcement of existing or new laws and regulations and
other  unanticipated events could give rise to expenditures and  liabilities,
including  fines or penalties, that could have a material adverse  effect  on
our business, operating results and financial condition.

If  our  products become contaminated, we may be subject to product liability
claims and product recalls.

Our  products may be subject to contamination by disease producing organisms,
or pathogens, such as Listeria monocytogenes, Salmonella and generic E. coli.
These  pathogens are found generally in the environment and, therefore, there
is  a risk that they, as a result of food processing, could be present in our
processed products. These pathogens can also be introduced to our products as
a  result  of  improper  handling at the further processing,

                                                                      Page 32

foodservice  or consumer level. These risks may be controlled, but may not be
eliminated,  by  adherence  to  good  manufacturing  practices  and  finished
product  testing.  We  have  little,  if  any,  control  over proper handling
procedures once our products have been  shipped for distribution.  Even if  a
product  is  not contaminated  when it leaves our facility, illness and death
may  result  if  the  pathogens  are  not  also  eliminated  at  the  further
processing,  foodservice  or  consumer level.  Increased  sales  of  further-
processed  products  could lead to increased risks  in  this  area.  Even  an
inadvertent shipment of contaminated products is a violation of law  and  may
lead  to  increased  risk  of exposure to product liability  claims,  product
recalls  (which  may  not  entirely mitigate the risk  of  product  liability
claims)  and increased scrutiny by federal and state regulatory agencies  and
may have a material adverse effect on our business, reputation and prospects.

Outbreaks  of  livestock  diseases  in  general,  and  broiler  diseases   in
particular,   could  significantly  restrict  our  ability  to  conduct   our
operations.

Events   beyond  our  control,  such  as  the  outbreak  of  disease,   could
significantly restrict our ability to conduct our operations. Furthermore, an
outbreak  of disease could result in governmental restrictions on the  import
and  export of our fresh broiler products, pork or other products to or  from
our  suppliers, facilities or customers, or require us to destroy one or more
of  our  flocks.  This  could result in the cancellation  of  orders  by  our
customers  and  create  adverse publicity that may have  a  material  adverse
effect  on  our  ability  to  market our products  successfully  and  on  our
business, reputation and prospects. For example, because several chickens  in
Delaware  and  Texas tested positive for avian influenza earlier  this  year,
several countries imposed import bans and the infected flocks were destroyed.
See  "--Foreign  embargos,  decreased export demand,  oversupply  of  broiler
products  and  competing products and bans on exported chicken and  livestock
would have an adverse effect on our business."

Increased water, energy and gas costs would increase our expenses and  reduce
our profitability.

We  require  a  substantial amount, and as we expand  our  business  we  will
require  additional amounts, of water, electricity and natural gas to produce
and  process  our  broiler  products. The prices of  water,  electricity  and
natural gas fluctuate significantly over time. One of the primary competitive
factors  in the U.S. broiler market is price, and we may not be able to  pass
on  increased costs of production to our customers. As a result, increases in
the  cost  of water, electricity or natural gas would substantially harm  our
business and results of operations.

Increased costs of transportation would negatively affect our profitability.

Our  transportation costs are a material portion of the cost of our products.
We  primarily ship our products and receive our inputs via truck and rail and
rely on third party transportation companies for the delivery of most of  our
products  and  inputs.  The costs associated with the transportation  of  our
products  and  inputs  fluctuate with the price of fuel,  the  costs  to  our
transportation  providers  of labor and the capacity  of  our  transportation
sources.  Increases  in costs of transportation would negatively  affect  our
profitability.

                                                                      Page 33

We  are  exposed  to  risks relating to product liability,  product  recalls,
property  damage  and  injury  to persons for  which  insurance  coverage  is
expensive, limited and potentially inadequate.

Our business operations entail a number of risks, including risks relating to
product  liability  claims, product recalls, property damage  and  injury  to
persons. Insurance for these risks is expensive and difficult to obtain,  and
we  may  not  be able to maintain this insurance in the future on  acceptable
terms,  in  amounts sufficient to protect us against losses due to  any  such
events or at all. Moreover, our insurance coverage may not adequately protect
us  from all of the liabilities and expenses that we incur in connection with
such  events. If we were to suffer a loss that is not adequately  covered  by
insurance,  our  results  of  operations and  financial  condition  would  be
adversely affected.

Any  acquisition  we make could disrupt our business and harm  our  financial
condition.

We  may  seek  to expand our business through the acquisition  of  companies,
technologies, products and services from others. Acquisitions may  involve  a
number of problems, including:

  - difficulty  integrating acquired technologies, operations  and  personnel
     with our existing business;

  - diversion   of   management  attention  in  connection  with  negotiating
     acquisitions and integrating the businesses acquired;

  - exposure to unforeseen liabilities of acquired companies; and

  - the need to obtain additional debt financing for any acquisition.

We  may not be able to address these problems and successfully develop  these
acquired companies or businesses into profitable units of our company.

The loss of key members of our management may adversely affect our business.

We  believe  our  continued success depends on the collective  abilities  and
efforts  of  our  senior  management. We do  not  maintain  key  person  life
insurance  policies  on any of our employees. The loss of  one  or  more  key
personnel  could have a material adverse effect on our results of operations.
Additionally, if we are unable to find, hire and retain needed key  personnel
in  the  future, our results of operations could be materially and  adversely
affected.

The  inability to maintain good relations with our employees could  adversely
affect our business.


                                                                      Page 34


We  have  approximately 17,000 employees, approximately 3,000  of  which  are
covered  by collective bargaining agreements and approximately 575  of  which
are  members of labor unions. We may be unable to maintain good relationships
with   these  labor  unions  or  to  successfully  negotiate  new  collective
bargaining  agreements on satisfactory terms in the future.  If  we  fail  to
maintain  good relationships with our employees generally or with such  labor
unions or fail to negotiate satisfactory collective bargaining agreements, or
if  non-unionized  operations were to become unionized, we could  face  labor
strikes  or work stoppages or other activity that could adversely affect  our
business and operations.

                                                                      Page 35

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

Market Risk

Our  principal market risks are exposure to changes in broiler and  commodity
prices and interest rates on borrowings. Although we have international sales
and  related accounts receivable from foreign customers, there is no  foreign
currency exchange risk, as all sales are denominated in U.S. dollars.

Commodities Risk

We  are  a  purchaser  of  certain  agricultural  commodities  used  for  the
manufacture  of  poultry  feeds. We use commodity  futures  and  options  for
economic  hedging purposes to reduce the effect of changing commodity  prices
and  to ensure supply of a portion of our feed ingredient inventories.   Feed
ingredient 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 our senior credit facility limit  the  use
of   forward   purchase  contracts  and  commodities  futures   and   options
transactions. As of January 1, 2005, the notional amounts and fair  value  of
our outstanding commodity futures and options positions were not material.

Feed  ingredient  purchase  commitments for corn  and  soybean  meal  in  the
ordinary  course of business were $129.0 million at January  1,  2005.  These
commitments  include  both  priced  and  unpriced  contracts.  Unpriced  feed
ingredient commitments are valued at market for the month of delivery  as  of
January 1, 2005.

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 $70.0 million.

Interest Rate Risk

We  have  exposure to changes in interest rates on certain debt  obligations.
The interest rates on our amended senior credit facilities fluctuate based on
the  London  Interbank  Offered Rate (LIBOR).  Assuming  the  $125.0  million
revolver  was  fully  drawn,  a 1% increase in LIBOR  would  increase  annual
interest expense by approximately $1.4 million.

                                                                      Page 36


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 pursuant to Exchange Act Rule 13a-15.  Based on  that
evaluation,  the  Company's  management,  including  the  CEO  and  the  CFO,
concluded that as of the end of the period covered by this report the Company
maintained disclosure controls and procedures that were effective in ensuring
that  information  required to be disclosed in our Exchange  Act  reports  is
recorded,  processed,  summarized  and  reported  within  the  time   periods
specified  in the Commission's rules and forms, and that such information  is
accumulated  and communicated to management, including the CEO  and  CFO,  as
appropriate, to allow timely decisions regarding required disclosure.   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 37

                         PART II:  OTHER INFORMATION


Item 2. Changes in Securities and Use of Proceeds.

        In  connection  with  the  Company's conversion  from  a  cooperative
        marketing   association   to  a  for-profit   corporation   and   the
        distribution  of  cash  and shares of common  stock  to  Gold  Kist's
        members and former member equity holders in December 2004, Gold  Kist
        repurchased  19,146 shares of common stock issuable  to  members  and
        former  member equity holders who owed past-due indebtedness to  Gold
        Kist   of   $210,606  in  exchange  for  the  cancellation  of   such
        indebtedness.  In addition, Gold Kist also repurchased  4,977  shares
        of  common stock for $54,747 from certain other members in connection
        with administrative errors relating to the redemption election in the
        conversion.   To  calculate the number of shares to  be  repurchased,
        Gold  Kist's  stock was assigned a value equal to the initial  public
        offering  price of $11.00 per share.  Gold Kist does  not  expect  to
        make any additional repurchases of this type in the future.

                                                                      Page 38

Item 6.  Exhibits.

        Exhibits

         Designation of Exhibit
         in This Report                 Description of Exhibit

         10.1                           Form  of  Deferred  Stock  Unit
                                        Award  for Directors Under  the  2004
                                        Non-Employee   Director  Compensation
                                        Plan

         31                             Section 302, Sarbanes-
                                        Oxley Act, Certifications

         32  *                          Section 906, Sarbanes-
                                        Oxley Act, Certifications


         *  This exhibit is furnished to the Securities and Exchange
            Commission and is not deemed to be filed.

                                 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    February 15, 2005
                                               John Bekkers
                                          Chief Executive Officer
                                        (Principal Executive Officer)




Date    February 15, 2005
                                               Stephen O. West
                                    Chief Financial Officer, Vice President
                                        (Principal Financial Officer)


                                                                     Page 38

Item 6.  Exhibits.

        Exhibits

         Designation of Exhibit
         in This Report                 Description of Exhibit

         10.1                           Form  of  Deferred  Stock  Unit
                                        Award  for Directors Under  the  2004
                                        Non-Employee   Director  Compensation
                                        Plan

         31                             Section 302, Sarbanes-
                                        Oxley Act, Certifications

         32  *                          Section 906, Sarbanes-
                                        Oxley Act, Certifications


         * This exhibit is furnished to the Securities and Exchange
           Commission and is not deemed to be filed.


                                 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    February 15, 2005                  /s/ John Bekkers
                                               John Bekkers
                                          Chief Executive Officer
                                        (Principal Executive Officer)




Date    February 15, 2005                  /s/ Stephen O. West
                                               Stephen O. West
                                    Chief Financial Officer, Vice President
                                        (Principal Financial Officer)