Exhibit 10.1

          DEFERRED   STOCK   UNIT   AWARD   CERTIFICATE

                        Non-transferable

                            GRANT  TO

                        _________________
                           ("Grantee")

              by Gold Kist Inc. (the "Company") of

                            ________


deferred stock units convertible into shares of its common stock,
par value $0.01 per share (the "Units").

pursuant to and subject to the provisions of the Gold Kist Inc.
2004 Non-employee Directors Compensation Plan (the "Directors
Compensation Plan"), which is operated as a subplan of the Gold
Kist Inc. 2004 Long-Term Incentive Plan (the "Equity Incentive
Plan" and, together with the Directors Compensation Plan, the
"Plans") and to the terms and conditions set forth on page 2
hereof.  By accepting the Units, Grantee shall be deemed to have
agreed to the terms and conditions set forth in this Certificate
and the Plans.

     IN WITNESS WHEREOF, Gold Kist Inc., acting by and through
its duly authorized officers, has caused this Certificate to be
executed as of the Grant Date.

                              GOLD KIST INC.


                              By:
                                   Its: Authorized Officer


                              Grant Date: February 1, 2005





TERMS AND CONDITIONS
1.  Grant of Units.  Gold Kist Inc. (the "Company") hereby grants
to the Grantee named on page 1 hereof ("Grantee"), subject to the
terms  and  conditions set forth in the Plans and in  this  award
certificate  (this "Certificate"), the number of  deferred  stock
units  indicated  on page 1 hereof (the "Units") which  represent
the  right  to receive an equal number of shares of the Company's
$0.01 par value common stock ("Stock") on the terms set forth  in
this   Certificate.   Capitalized  terms  used  herein  and   not
otherwise defined shall have the meanings assigned to such  terms
in the Plans.

2.  Vesting  of  Units.   The Units are  fully  vested  and  non-
forfeitable  on  the  Grant Date, and have  been  credited  to  a
bookkeeping account on behalf of Grantee.

3.  Conversion to Stock.  The Units will be converted  to  actual
shares  of  Stock  on the earlier of (i) the  date  specified  in
Grantee's  applicable deferral Election Form, or (ii) six  months
after  Grantee's  separation from service as a  director  of  the
Company   in   any  capacity  (the  "Conversion  Date").    Stock
certificates  evidencing the conversion of Units into  shares  of
Stock will be registered on the books of the Company in Grantee's
name  as of the Conversion Date and delivered to Grantee as  soon
as practical thereafter.

5.  No  Rights  as Stockholder.  Grantee shall not  have  voting,
dividend or any other rights as a stockholder of the Company with
respect  to the Units.  Upon conversion of the Units into  shares
of  Stock at the Conversion Date, Grantee will obtain full voting
and other rights as a stockholder of the Company.

6. Changes in Capital Structure.  The provisions of Article 15 of
the  Equity  Incentive Plan shall apply to  this  award  and  are
incorporated   herein   by  reference.   Without   limiting   the
foregoing,  in  the  event the Stock shall  be  changed  into  or
exchanged for a different number or class of shares of  stock  or
securities of the Company or of another company, whether  through
reorganization,   recapitalization,  statutory  share   exchange,
reclassification, stock split-up, combination of  shares,  merger
or  consolidation, there shall be substituted for each  share  of
Stock  then  underlying a Unit subject to  this  Certificate  the
number  and class of shares into which each outstanding share  of
Stock shall be so exchanged.

7.  Restrictions on Transfer.  No right or interest of Grantee in
the Units may be sold, transferred, exchanged, assigned, pledged,
hypothecated or otherwise encumbered to or in favor of any  party
other  than  the Company, or be subjected to any lien, obligation
or  liability  of the grantee to any other party other  than  the
Company.

8.  No  Right  of Continued Service.  Nothing in this Certificate
shall interfere with or limit in any way the right of the Company
or  any Affiliate to terminate Grantee's service as a director of
the  Company  at any time, nor confer upon Grantee any  right  to
continue  in the service of the Company or any Affiliate  in  any
capacity.

9.  Amendment.  The Committee may amend, modify or terminate this
Certificate without approval of Grantee; provided, however,  that
such  amendment, modification or termination shall  not,  without
Grantee's consent, reduce or diminish the value of this award  as
in effect on the date of such amendment or termination.

10.  Plans  Control.   The  terms  contained  in  the  Plans  are
incorporated  into and made a part of this Certificate  and  this
Certificate shall be governed by and construed in accordance with
the  Plans.   In  the  event of any actual  or  alleged  conflict
between  the provisions of the Plans and the provisions  of  this
Certificate, the provisions of the Plans shall be controlling and
determinative.   In the event of any actual or  alleged  conflict
between  the provisions of the two Plans, the provisions  of  the
Equity Incentive Plan shall be controlling and determinative.

11.  Successors.   This Certificate shall  be  binding  upon  any
successor  of the Company, in accordance with the terms  of  this
Certificate and the Plans.

12. Severability.  If any one or more of the provisions contained
in   this  Certificate  is  deemed  to  be  invalid,  illegal  or
unenforceable, the other provisions of this Certificate  will  be
construed   and   enforced  as  if  the   invalid,   illegal   or
unenforceable provision had never been included.

13.  Notice.   Notices and communications under this  Certificate
must  be  in writing and either personally delivered or  sent  by
registered  or  certified  United  States  mail,  return  receipt
requested,  postage  prepaid.  Notices to  the  Company  must  be
addressed  to  Gold Kist Inc., 244 Perimeter Center Parkway,  NE,
Atlanta,  Georgia, 20246; Attn: Secretary, or any  other  address
designated by the Company in a written notice to Grantee. Notices
to  Grantee  will  be  directed to the address  of  Grantee  then
currently on file with the Company, or at any other address given
by Grantee in a written notice to the Company.


[16768]