Exhibit 10.1.7


                     EIGHTH AMENDMENT TO NOTE AGREEMENT


     This Eighth Amendment, dated as of June 15, 2005 (this "Amendment"),  is
made  to that Second Consolidated, Amended and Restated Note Agreement, dated
as  of  September  27,  2002,  as amended as  of  January  29,  2003,  as  of
February  11,  2003, as of February 11, 2004, as of March  10,  2004,  as  of
July  16, 2004, as of September 28, 2004 and as of February 28, 2005  (as  so
amended, the "Note Agreement"), among Gold Kist Inc.(formerly known  as  Gold
Kist  Holdings Inc.), a Delaware corporation  (the "Company"), The Prudential
Insurance  Company of America ("Prudential") and the Gateway  Recovery  Trust
("Gateway";    Prudential   and   Gateway,   collectively,    "Noteholders").
Capitalized  terms  used  herein and not otherwise  defined  shall  have  the
meanings set forth in the Note Agreement.

     WHEREAS,  the  parties hereto have executed and delivered  that  certain
Note Agreement;

     WHEREAS, the Company has requested that Noteholders amend paragraphs  6B
and  10B  of the Note Agreement and Noteholders have agreed to do so  on  the
terms and conditions set forth in this Amendment;

     NOW,  THEREFORE, in consideration of the foregoing and  other  good  and
valuable  consideration,  the receipt and sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

A.    Amendments.   Pursuant  to paragraph 11C of  the  Note  Agreement,  the
Company  and  the  Required Holders hereby agree that the Note  Agreement  is
amended as follows:

          1.    Paragraph  6B.   Paragraph 6B of the Note  Agreement  is
     hereby  amended  by  changing the figure  "$60,000,000"  in  clause
     (b)(ii) thereof to "$80,000,000".

          2.    Definition of Capital Asset.  The definition of "Capital
     Asset"  set forth in paragraph 10B of the Note Agreement is  hereby
     amended to read as follows:

               "Capital  Asset" shall mean fixed assets,  both  tangible
          and  intangible, provided that Capital Asset shall not include
          (a)  any  item  customarily charged  directly  to  expense  or
          depreciated over a useful life of twelve (12) months  or  less
          in  accordance  with  GAAP, (b) any goodwill  created  on  the
          balance  sheet of the Company from the purchase of the  common
          stock  of Golden Poultry and (c) software expenditures of  the
          Company  and  its  Subsidiaries in  an  aggregate  amount  not
          exceeding $20,000,000 during the term of this Agreement.

B.   Conditions  of  Effectiveness.  This Amendment shall  become  effective
when, and only when,

     1.   Prudential shall have received all of the following documents, each in
form and substance satisfactory to the Required Holders:

          (a)  executed originals of this Amendment;

          (b)   executed amendments to the Bank Agreement and to that certain
     First  Amended  and Restated Credit Agreement, dated as of  January  29,
     2003,  between the Company and CoBank, ACB, as amended to date, amending
     such agreements in a manner similar to that set forth herein.

          (c)   Such  other information, documents, instruments and approvals
     as the Noteholders or their counsel may reasonably require.

     2.    The representations and warranties contained herein shall be  true
on  and  as  of the date hereof, and there shall exist on the date hereof  no
Event of Default or Default; there shall exist no material adverse change  in
the  financial condition, business operation or prospects of the  Company  or
its Subsidiaries since the last day of the Company's Fiscal Year ending on or
about  September 30, 2004; and the Company, by its execution and delivery  of
this Amendment, shall have certified to the Noteholder to such effect.

C.   Representations and Warranties.

     1.    Except  as  previously  disclosed to Prudential  in  writing,  the
Company  hereby  repeats  and  confirms  each  of  the  representations   and
warranties  made  by  it  in paragraph 8 of the Note  Agreement,  as  amended
hereby,  as  though  made on and as of the date hereof, with  each  reference
therein  to  "this Agreement", "hereof", "hereunder", "thereof", "thereunder"
and words of like import being deemed to be a reference to the Note Agreement
as amended hereby.

     2.   The Company further represents and warrants as follows:

          (a)   (i)  Neither the Company nor any Affiliate of the Company  is
     in  violation  of any Anti-Terrorism Law or engages in or  conspires  to
     engage  in any transaction that evades or avoids, or has the purpose  of
     evading or avoiding, or attempts to violate, any of the prohibitions set
     forth in any Anti-Terrorism Law.

               (ii) Neither the Company nor any Affiliate of the Company is a
     Blocked Person.

               (iii)     Neither the Company nor any Affiliate of the Company
     (1)  conducts  any  business  or engages  in  making  or  receiving  any
     contribution  of funds, goods or services to or for the benefit  of  any
     Blocked  Person or (2) deals in, or otherwise engages in any transaction
     relating  to, any property or interests in property blocked pursuant  to
     Executive Order No. 13224.

          (b)  The execution, delivery and performance by the Company of this
     Amendment are within its corporate powers, have been duly authorized  by
     all necessary corporate action and do not contravene (i) its charter  or
     by-laws, (ii) law or (iii) any legal or contractual restriction  binding
     on   or  affecting  the  Company;  and  such  execution,  delivery   and
     performance do not or will not result in or require the creation of  any
     Lien upon or with respect to any of its properties.

          (c)   No  governmental approval is required for the due  execution,
     delivery  and performance by the Company of this Amendment,  except  for
     such governmental approvals as have been duly obtained or made and which
     are  in  full  force and effect on the date hereof and  not  subject  to
     appeal.

          (d)   This  Amendment  constitutes the  legal,  valid  and  binding
     obligations of the Company enforceable against the Company in accordance
     with its terms.

          (e)   There  are  no  pending  or  threatened  actions,  suits   or
     proceedings  affecting  the Company or any of its  Subsidiaries  or  the
     properties  of the Company or any of its Subsidiaries before any  court,
     governmental  agency  or arbitrator, that may, if adversely  determined,
     materially   adversely  affect  the  financial  condition,   properties,
     business,  operations or prospects of the Company and  it  Subsidiaries,
     considered   as   a   whole,  or  affect  the  legality,   validity   or
     enforceability of the Note Agreement, as amended by this Amendment.

D.   Miscellaneous.

     1.   Reference to and Effect on the Note Agreement.

          (a)   Upon  the effectiveness of this Amendment, on and  after  the
     date  hereof  each reference in the Note Agreement to "this  Agreement",
     "hereunder",  "hereof"  or words of like import referring  to  the  Note
     Agreement,  and  each  reference in any  other  document  to  "the  Note
     Agreement", "thereunder", "thereof" or words of like import referring to
     the Note Agreement, shall mean and be a reference to the Note Agreement,
     as amended hereby.

          (b)   Except  as  specifically amended and waived above,  the  Note
     Agreement, and all other related documents, are and shall continue to be
     in  full  force and effect and are hereby in all respects  ratified  and
     confirmed.

          (c)   The  execution, delivery and effectiveness of this  Amendment
     shall  not  operate as a waiver of any right, power  or  remedy  of  any
     holder of a Note under the Note Agreement or the Notes, nor constitute a
     waiver of any provision of any of the foregoing.

     2.    Costs and Expenses.  The Company agrees to pay on demand all costs
and  expenses  incurred by any Noteholder in connection with the preparation,
execution and delivery of this Amendment, including, without limitation,  the
reasonable  fees and out-of-pocket expenses of counsel.  The Company  further
agrees  to  pay on demand all costs and expenses, if any (including,  without
limitation, reasonable counsel fees and expenses of counsel), incurred by any
holder  of  a  Note  in  connection  with the  enforcement  (whether  through
negotiations, legal proceedings or otherwise) of this Amendment.

     3.    Execution in Counterparts.  This Amendment may be executed in  any
number   of  counterparts  and  by  different  parties  hereto  in   separate
counterparts, each of which when so executed and delivered shall be deemed to
be  an original and all of which taken together shall constitute but one  and
the same instrument.

     4.    Governing Law.  This Amendment shall be governed by, and construed
in accordance with, the laws of the State of New York.

     5.    Estoppel.  To induce Noteholders to enter into this Amendment, the
Company  hereby  acknowledges and agrees that, as of the date  hereof,  there
exists  no  right of offset, defense or counterclaim in favor of the  Company
against  Noteholders with respect to the obligations of the  Company  to  any
such holder, either with or without giving effect to this Amendment.

     6.    Related Documents.  This Amendment shall be deemed to be a Related
Document for all purposes.

              [remainder of this page intentionally left blank]

     IN  WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed  by their respective officers thereunto duly authorized, as  of  the
date first above written.



                              GOLD KIST INC.



                              By:/s/ Stephen O. West
                                     Stephen O. West
                                     Chief Financial Officer and Vice
                                     President




                              THE PRUDENTIAL INSURANCE
                                COMPANY OF AMERICA



                              By:      /s/ Billy Greer
                                  Name:    Billy Greer
                                  Title:   Senior Vice President



                              GATEWAY RECOVERY TRUST

                              By: Prudential Investment Management,
				  Inc., as Asset Manager


                              By:      /s/ Billy Greer
                                  Name:    Billy Greer
                                  Title:   Senior Vice President



                      CONSENT OF GUARANTORS



      We,  the undersigned, each as a Guarantor pursuant to  that
certain Amended and Restated Subsidiary Guaranty dated as of  the
27th  day  of September, 2002 (as amended, restated, supplemented
or  otherwise modified from time to time, the "Guaranty"), hereby
each  (a)  acknowledge receipt of a copy of the foregoing  Eighth
Amendment  to  Note Agreement, and (b) acknowledge,  consent  and
agree that (i) the Guaranty remains in full force and effect, and
(ii) the execution and delivery of the foregoing Eighth Amendment
to   Note  Agreement  and  any  and  all  documents  executed  in
connection therewith shall not alter, amend, reduce or modify our
respective obligations and liabilities under the Guaranty.



                              AGRATRADE FINANCING, INC.


                              By:    /s/ Stephen O. West
                                 Title:  Treasurer


                              CROSS EQUIPMENT COMPANY, INC.


                              By:    /s/ Stephen O. West
                                 Title:  Treasurer


                              GK FINANCE CORPORATION


                              By:    /s/ Stephen O. West
                                 Title:  Treasurer




          (GUARANTOR SIGNATURES CONTINUE ON NEXT PAGE)


			      GK PEANUTS, INC.


                              By:    /s/ Stephen O. West
                                 Title:  Treasurer



                              GK PECANS, INC.


                              By:    /s/ Stephen O. West
                                 Title:  Treasurer



                              LUKER INC.


                              By:    /s/ Stephen O. West
                                 Title:  Treasurer



                              AGRATECH SEEDS INC.


                              By:    /s/ Stephen O. West
                                 Title:  Treasurer



                              AGVESTMENTS, INC.


                              By:    /s/ Stephen O. West
                                 Title:  President