N:\LOTUS\COMMON\gk10q305edgar.doc
                           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         April 2, 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 - 51,503,109 shares outstanding as
of May 17, 2005.

                               GOLD KIST INC.


                                    INDEX


                                                        Page No.

Part I.      Financial Information

  Item 1.  Unaudited Consolidated Financial Statements

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

           Consolidated Statements of Operations -
             Three Months and Six Months Ended
             March 27, 2004 and April 2, 2005                2

           Consolidated Statements of Cash Flows -
             Six Months Ended March 27, 2004
             and April 2, 2005                               3

           Notes to Consolidated Financial
             Statements                                    4 - 20

  Item 2.  Management's Discussion and Analysis of
             Consolidated Results of Operations and
             Financial Condition                          21 - 35

  Item 3.  Quantitative and Qualitative Disclosure About
             Market Risks                                   36

  Item 4.  Controls and Procedures                          37

Part II.   Other Information

  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,     April 2,
                                                     2004          2005
<S>                                                <C>           <C>
          ASSETS
Current assets:
   Cash and cash equivalents                       $175,289       169,334
   Receivables, net                                 115,015       116,552
   Inventories                                      238,892       215,579
   Deferred income taxes                             15,732        17,675
   Other current assets                              38,577        32,388
       Total current assets                         583,505       551,528
Investments                                          13,072        13,008
Property, plant and equipment, net                  247,398       268,551
Deferred income taxes                                13,215        17,519
Other assets                                         65,652        58,719
                                                   $922,842       909,325

       LIABILITIES AND EQUITY
Current liabilities:
   Notes payable and current maturities of
     long-term debt                                $ 20,875        10,472
   Accounts payable                                  84,121        78,133
   Accrued compensation and related expenses         42,556        34,933
   Income taxes payable                               8,583        33,574
   Other current liabilities                         79,466        67,330
       Total current liabilities                    235,601       224,442
Long-term debt, less current maturities             281,408       201,884
Accrued pension costs                                37,387        32,681
Accrued postretirement benefit costs                  6,760         5,027
Other liabilities                                    44,138        46,803
       Total liabilities                            605,294       510,837
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 April 2, 2005; issued
     and outstanding 2,449 shares as of
     October 2, 2004 and 51,528,082 and
     51,503,109 shares as of April 2, 2005,
     respectively                                         2           515
   Additional paid-in capital                             -       397,546
   Patronage reserves                               232,569             -
   Accumulated other comprehensive loss             (42,318)      (42,160)
   Retained earnings                                127,295        42,862
   Common stock held in treasury, 24,973 shares           -          (275)
       Total patrons' and other equity/stockholders'
          equity                                    317,548       398,488
                                                   $922,842       909,325

        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    Six Months Ended
                              Mar. 27,    Apr. 2,  Mar. 27,     Apr. 2,
                                2004       2005     2004         2005
<S>                            <C>         <C>      <C>       <C>
Net sales                      $575,589   570,809  1,112,516  1,122,767
Cost of sales                   480,128   477,554    948,845    981,676
 Gross profit                    95,461    93,255    163,671    141,091
Distribution, administrative
 and general expenses (including
 $7.1 million and $7.8 million
 of share-based compensation
 expense for the three and six
 months ended April 2, 2005,
 respectively)                   27,200    33,076     56,223     58,042
Pension plan settlement expense   9,908         -      9,908          -
Conversion expenses                   -         -          -      1,418
 Net operating income            58,353    60,179     97,540     81,631
Other income (expenses):
 Interest and dividend income       744     1,890        888      2,715
 Interest expense                (6,975)   (6,213)   (13,757)   (13,303)
 Senior debt prepayment
   interest and write-off of
   related fees and discount     (6,341)        -     (6,341)   (10,016)
 Unrealized loss on investment        -         -    (18,486)         -
 Miscellaneous, net                 886     1,284      1,177      2,986
   Total other expenses, net    (11,686)   (3,039)   (36,519)   (17,618)
 Income before income taxes      46,667    57,140     61,021     64,013
Income tax expense               16,805    18,471     27,754     21,151
 Net income                    $ 29,862    38,669     33,267     42,862
Net income per common share:
   Basic                              -      $.77          -       $.86
 Diluted                              -      $.76          -       $.85
Weighted average common shares
 outstanding:
   Basic                              -    49,972          -     49,972
 Diluted                              -    50,749          -     50,470

        See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
 <TABLE>
                                                                   Page 3
                              GOLD KIST INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Amounts in thousands)
                                (Unaudited)
<CAPTION>
                                                   Six Months Ended
                                              Mar. 27, 2004   Apr. 2, 2005
<S>                                               <C>          <C>
Cash flows from operating activities:
    Net income                                    $ 33,267       42,862
 Non-cash items included in income from
    operations:
    Depreciation and amortization                   19,574       21,091
    Amortization of share-based compensation             -        7,790
    Unrealized loss on investment                   18,486            -
    Postretirement benefit plans expense in
        excess of (less than) funding               11,718       (6,093)
    Deferred income tax expense (benefit)            4,444       (6,342)
    Other                                           (1,840)         691
    Changes in operating assets and liabilities:
    Receivables                                     (4,428)      (1,537)
    Inventories                                    (14,802)      23,313
    Other current assets                              (956)       5,885
    Accounts payable, accrued and other expenses    38,041        2,530
Net cash provided by operating activities          103,504       90,190
Cash flows from investing activities:
 Acquisitions of property, plant and equipment     (15,818)     (41,612)
 Dispositions of investments                             1        2,304
 Proceeds from termination of cooperative equity
    holder life insurance policies                       -        2,790
 Other                                               2,534        1,961
Net cash used in investing activities              (13,283)     (34,557)
Cash flows from financing activities:
 Proceeds from long-term debt                      196,940            -
 Principal repayments of long-term debt           (200,076)     (91,044)
 Payments of deferred financing costs               (5,925)           -
 Patronage refunds and other equity paid in cash    (1,509)      (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                                 -         (275)
Net cash used in financing activities              (10,570)     (61,588)
Net change in cash and cash equivalents             79,651       (5,955)
Cash and cash equivalents at beginning of period    13,875      175,289
Cash and cash equivalents at end of period        $ 93,526      169,334
Supplemental disclosure of cash flow information:
 Cash paid during the periods for:
    Interest (net of amounts capitalized)         $ 25,236       20,068
    Income taxes, net                             $  1,436        2,502

       See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
                                                                  Page 4
                              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 April 2, 2005 and for the three and six  months
     ended  April  2, 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
     previously  filed  Annual Report on Form 10-K  for  the  fiscal  year
     ended June 26, 2004 of the Company's predecessor.

     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 and six-month periods ended  April
     2,  2005  and the three-month and six-month periods ended  March  27,
     2004   each  consisted  of  thirteen  weeks  and  twenty-six   weeks,
     respectively.

     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.

     In December 2004, Statement of Financial Accounting Standards No. 123
     (revised  2004), "Share-Based Payment" (SFAS No. 123(r)) was  issued.
     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.  SFAS No. 123(r) 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


                                                                    Page 5


     2005,  the Company early adopted the provisions of SFAS 123(r).   See
     Note 9 of Notes to Consolidated Financial Statements.

 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.

     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  charge  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 six month period ended April 2, 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 April 2, 2005, respectively.


                                                                    Page 6


 4.  Comprehensive Income

     Comprehensive  income was $29,862 and $38,827 for  the  three  months
     ended March 27, 2004 and April 2, 2005, respectively, and $33,267 and
     $43,020  for the six months ended March 27, 2004 and April  2,  2005,
     respectively.   Comprehensive  income  consists  of  net  income  and
     pension liability adjustments, net of tax.

 5.  Inventories

     Inventories consist of the following:
     <TABLE>
     <CAPTION>
                                      Oct. 2, 2004       Apr. 2, 2005
     <S>                                <C>                 <C>
     Live poultry and hogs              $102,936            94,981
     Marketable products                  87,562            71,690
     Raw materials and supplies           48,394            48,908
                                        $238,892           215,579
     </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 7

 6.  Property, Plant and Equipment

     Property, plant and equipment is summarized as follows:

     <TABLE>
     <CAPTION>
                                         Oct. 2,         Apr. 2,
                                          2004            2005
     <S>                                <C>              <C>
     Land and land improvements         $ 32,161          34,936
     Buildings                           214,368         227,616
     Machinery and equipment             433,633         447,700
     Construction in progress             33,959          37,582
                                         714,121         747,834
     Less accumulated depreciation       466,723         479,283
                                        $247,398         268,551
     </TABLE>

     Depreciation  and  amortization included in  cost  of  sales  in  the
     accompanying  consolidated  statements  of  operations   were   $16.5
     million  and  $18.5 million for the six months ended March  27,  2004
     and April 2, 2005, respectively.




                                                                   Page 8

 7. Long-Term Debt

    Long-term debt is summarized as follows:
     <TABLE>
     <CAPTION>
                                                    Oct. 2,      Apr. 2,
                                                     2004         2005
     <S>                                           <C>           <C>
     Senior notes, due 2014                         $197,092     128,209
     Series B senior exchange notes, due in annual
       installments of $2,727 and a final
       installment of $5,455 due May 30, 2010 with
       interest payable quarterly (interest rate
       of 8.75% at April 2, 2005)                     21,818      19,091
     Series C senior exchange notes, due in annual
       installments of $2,273 and a final
       installment of $6,818 due May 30, 2010 with
       interest payable quarterly (interest rate
       of 9.00% at April 2, 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 April 2, 2005)      30,365      28,580
     Term loan agreement with agricultural credit
       bank repaid on February 28, 2005                7,800           -
     Subordinated capital certificates of interest
       with original fixed maturities ranging from
       seven to fifteen years, unsecured (weighted
       average interest rate of 8.14% at April 2,
       2005)                                          17,147      16,112
     Tax exempt industrial revenue bond with
       variable interest rate repaid on
       April 1, 2005                                   7,500           -
     Mortgage loans, due in monthly installments to
       January 2010, secured by an office building
       (weighted average interest rate of 5.06% at
        April  2, 2005)                                2,379       2,182
                                                     302,283     212,356
     Less current maturities                          20,875      10,472
                                                    $281,408     201,884
     </TABLE>

     In  March  2004, the Company issued the senior notes  due  2014  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  sheets.    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 9

     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 and $1.8 million of  deferred
     financing  costs  were written off and recognized in the  consolidated
     statement of operations for the six months ended April 2, 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 April 2,  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,  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  April 2, 2005, the Company was 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  April 2, 2005, the  Company  had a minimum
     pension  liability of $42.3 million and $42.2 million, respectively,
     net  of the deferred tax benefit of $25.2 million and $25.1 million,
     respectively.  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 10


     The Company recognized $9.9 million of pension settlement expense in
     the  quarter ended March 27, 2004.  The settlement expense  resulted
     from  lump  sum  distribution payments from  the  plan  to  electing
     retiring employees exceeding service and interest cost components of
     pension expense in the plan year.

     Components  of  net  periodic benefit cost (income)  for  the  three
     months ended March 27, 2004 and April 2, 2005 are as follows:

     <TABLE>
    <CAPTION>
                                                        Postretirement
                                    Pension Benefits   Insurance Benefits
                                  3/27/2004  4/2/2005  3/27/2004 4/2/2005
    <S>                            <C>        <C>       <C>       <C>
     Service cost                   $ 1,674     1,169         -         -
     Interest cost                    2,673     2,499        78        54
     Estimated return on plan
	assets                      (3,398)   (2,872)        -         -
     Amortization of transition
	asset                          (60)        -         -         -
     Amortization of prior service
       cost                             456       119    (2,587)   (2,587)
     Amortization of net loss           569     1,023     2,088     1,759
     Net periodic benefit cost
       (income)                       1,914     1,938      (421)     (774)
     Settlement loss                  9,908         -         -         -
     Net periodic benefit cost
       (income) after settlement
       loss                         $11,822     1,938      (421)     (774)
     </TABLE>

     Components of net periodic benefit cost (income) for the six  months
     ended March 27, 2004 and April 2, 2005 are as follows:
     <TABLE>
     <CAPTION>
                                                        Postretirement
                                    Pension Benefits   Insurance Benefits
                                  3/27/2004  4/2/2005  3/27/2004 4/2/2005
    <S>                            <C>        <C>       <C>       <C>
     Service cost                   $ 3,348     2,344         -         -
     Interest cost                    5,345     5,002       156       109
     Estimated return on plan
	assets                      (6,796)   (5,745)        -         -
     Amortization of transition
	asset                         (120)        -         -         -
     Amortization of prior service
       cost                             911       239    (5,174)   (5,174)
     Amortization of net loss         1,139     2,046     4,177     3,518
     Net periodic benefit cost
       (income)                       3,827     3,886      (841)   (1,547)
     Settlement loss                  9,908         -         -	        -
     Net periodic benefit cost
      (income) after settlement
      loss                         $ 13,735     3,886      (841)   (1,547)
     </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.

                                                                  Page 11

9.   Long Term Incentive Plan

     Effective  January 2, 2005, the Company adopted SFAS No. 123(r)  and
     has utilized the modified prospective method of adoption.  Prior  to
     January  2,  2005, the Company accounted for its stock  compensation
     grants  in accordance with the SFAS 123 exception, which allowed  it
     to  utilize  APB No. 25 to account for its stock-based  compensation
     grants and required certain supplemental disclosures.  There was  no
     cumulative effect upon adoption of SFAS 123(r).

     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  (LTIP).
     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, nonvested or
     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 LTIP.

    A  grant of nonvested stock to employees was authorized by the  Board
    of  Directors  and effective as of the closing of the initial  public
    offering  (IPO) on October 13, 2004 (IPO stock grants).  In addition,
    on  October 20, 2004, the Board of Directors authorized the  issuance
    of  the  stock  portion  of  their fiscal 2005  annual  retainers  in
    nonvested  shares.   Total grants of 705,197 and 24,456  shares  were
    issued  to  employees  and  directors, respectively.   The  nonvested
    stock  issued to employees will vest on the third anniversary of  the
    date  of  grant with the nonvested stock issued to directors  vesting
    in  July  2005.  However, the shares will vest immediately  upon  (i)
    the   employee's  termination  of  employment  by  reason  of  death,
    disability  or  retirement, or (ii) the occurrence  of  a  change  in
    control.   Retirement  is  defined  under  the  LTIP  as  voluntarily
    leaving  employment  after attaining any normal or  early  retirement
    age specified in the Company's benefit plans.

    Prior  to  the adoption of SFAS No. 123(r), the Company's policy  for
    recognizing  compensation expense was to amortize the fair  value  of
    stock  compensation  grants  over the  stated  vesting  period,  even
    though  that  stated  vesting period may not be  substantive.   As  a
    result,  during the three months ended January 1, 2005,  the  Company
    recognized compensation expense of $0.7 million for IPO stock  grants
    made  during the period.  Had the Company applied SFAS No. 123(r)  to
    the  IPO  stock grants, and as a result recognized the fair value  of
    the  grants  over  the requisite service period  as  opposed  to  the
    stated  vesting  period of three years, the amount expensed  for  the
    grants  would  have totaled approximately $5.3 million in  the  three
    months  ended  January  1,  2005.   The  Company  will  continue   to
    recognize  the  compensation expense for  the  IPO  stock  grants  by
    amortizing the fair value over the stated three-year vesting period.

    The  compensation expense recorded in the quarter ended April 2, 2005
    that would not have been recognized had SFAS 123(r) been applied  for
    the  three  months  ended  January 1,  2005  was  approximately  $0.8
    million.

                                                                  Page 12

    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  (CIC)
    agreements with ten other officers.

    Equity  grants  to the Company's officers under the  Company's  LTIP,
    consisting  of 355,722 shares of nonvested stock (CIC stock  grants),
    stock-settled  stock  appreciation rights  with  respect  to  173,860
    shares  (stock-settled  SARS)  and 96,558  performance  share  awards
    (performance  shares),  were also approved  and  awarded  in  January
    2005.

    The  CIC stock grants awarded in January 2005 vest as to 25%  of  the
    shares  on  each anniversary of the date of grant, beginning  January
    24,  2006,  provided, however, that the shares will vest  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-settled  SARS  vest  in  two  equal  annual  installments,
    beginning  on  January 24, 2008; provided, however, that  the  stock-
    settled  SARS 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 shares 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.  The performance  condition  is  based
    upon  the Company's profitability in relation to a defined peer group
    within   the   broiler  industry  as  measured  by   an   independent
    benchmarking company.

    Additional   equity   grants   for  other  management   participants,
    consisting  of stock-settled SARS with respect to 86,954  shares  and
    88,553  performance 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  equity  grants and awards are summarized as follows  (share  and
    dollar amounts in thousands):
    <TABLE>
    <CAPTION>
                        Grant Date  Shares    Fair Value  Vesting Period
    <S>                <C>           <C>       <C>          <C>
    IPO stock grants   October 2004
       Employees                       705      $7,757       36 months
       Directors                        24         280        9 months

    CIC stock grants   January 2005    356       4,863       48 months

    Stock-settled SARS January 2005    261       1,795       48 months

    Performance shares January 2005    185       2,288       33 months

       Total                         1,531     $16,983
    </TABLE>

                                                                  Page 13

    The  Company  determined that all of the above  grants  were  equity-
    classified  awards  under SFAS NO. 123(r).  As  a  result,  the  fair
    value  of  the  awards has been measured at grant date and  is  being
    recognized  as compensation expense over the vesting periods,  except
    as  noted  below. The fair value of the IPO stock grants,  CIC  stock
    grants  and performance shares was the quoted public market price  of
    the  shares  on the date of the grant.  The fair value of the  stock-
    settled SARS was determined under the Black-Scholes valuation  method
    with  a  term  of  6.75  years, as determined  under  the  simplified
    method,  a risk free rate of 3.93% and a volatility of 45%, based  on
    data   from   a  peer  group  of  similar  profile  companies.    The
    contractual term of the stock-settled SARS is ten years.

    No  grants or awards have legally vested or been exercised, converted
    or  forfeited during the six months ended April 2, 2005.   There  are
    no additional restrictions on awards subsequent to vesting.

    The   grants  previously  described,  with  the  exception  of   the
    performance shares, vest fully at retirement, which was  defined  as
    attaining  any normal or early retirement age (fifty-five) specified
    in  the  Company's  benefit plans.  A significant  number  of  grant
    recipients  were fifty-five or older at the time of  the  grant  and
    therefore  have  the  option  to retire early  under  the  Company's
    benefit  plans, at which time the grants would vest.  In  accordance
    with SFAS 123(r), because the employee is eligible to retire at  the
    grant date, the awards' explicit service condition is nonsubstantive
    and  the entire amount of compensation cost was recognized at  grant
    date.

    The  amount  of  the share-based compensation expense under  the  CIC
    stock  grants  issued  in  January 2005 and  the  stock-settled  SARS
    granted  in January 2005 related to those recipients aged 55 or  over
    was  $5.3  million  for  the three months ended  April  2,  2005  and
    represented 490,642 shares.

    Total  share-based compensation expense, including the  $5.3  million
    noted above, was $7.1 million and $7.8 million for the three and  six
    months  ended  April 2, 2005, respectively, and is  reflected  within
    distribution, general and administrative expense in the  accompanying
    consolidated statements of operations.  The total income tax  benefit
    recognized  in the consolidated statements of operations  related  to
    the  share-based  compensation expense  was  $2.7  million  and  $3.0
    million   for  the  three  and  six  months  ended  April  2,   2005,
    respectively.

    At  April 2, 2005, the total share-based compensation cost related to
    nonvested grants and awards not yet recognized is approximately  $9.2
    million.  The weighted average period over which the remaining share-
    based  compensation  expense  is to be  recognized  is  approximately
    thirty months.

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

                                                                  Page 14

     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  the plaintiffs' motion for class certification  is  now
     being  considered  by  the  Court.  The  outcome  of  this  case  is
     uncertain.  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  Plaintiffs' 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 Plaintiffs'
     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.  The Company believes that this lawsuit will not have  a
     material  adverse effect on our financial condition  or  results  of
     operations.

     Gold  Kist  is  a  party to various other legal,  environmental  and
     administrative  proceedings,  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.

     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
                                                                  Page 15


     $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 was $38.7 million and $42.9 million for the  three  and
     six  months  ended  April  2, 2005, respectively.   Following  is  a
     reconciliation  of  weighted  average shares  -  basic  to  weighted
     average shares - diluted.
     <TABLE>
     <CAPTION>
                                                    3 Mos.    6 Mos.
                                                   Ended      Ended
                                                    4/2/05    4/2/05
          <S>                                      <C>        <C>
          Weighted average shares - basic           49,972    49,972
          Deferred share-based compensation grants     777       498
          Weighted average shares - diluted         50,749    50,470
     </TABLE>

13.  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  April  2,  2005,  the
     supplemental  combining condensed statements of operations  for  the
     three and six months ended March 27, 2004 and April 2, 2005 and  the
     supplemental  combining condensed statements of cash flows  for  the
     six  months  ended  March  27, 2004 and April  2,  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.
<TABLE>
                                                                  Page 16
<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 liabilities574,809      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>
<TABLE>
                                                                      Page 17
<CAPTION>
                                     As of April 2, 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     $166,425      386       2,523             -       169,334
 Receivables, net  115,818   12,843      33,417       (45,526)      116,552
 Inventories       215,278      301           -             -       215,579
 Deferred income
  taxes and
  other current
  assets            23,363      501      26,199             -        50,063
  Total current
    assets         520,884   14,031      62,139       (45,526)      551,528
Investments         35,868        -           -       (22,860)       13,008
Property, plant
 and equipment,
 net               268,285      266           -             -       268,551
Deferred income
 taxes and
 other assets       60,707    4,086      11,445             -        76,238
                  $885,744   18,383      73,584       (68,386)      909,325

LIABILITIES AND
  EQUITY
Current liabilities:
 Notes payable
  and current
  maturities of
  long-term debt  $ 10,472        -           -             -        10,472
 Accounts payable  123,009      243         407       (45,526)       78,133
 Accrued
  compensation and
  related expenses  34,918       15           -             -        34,933
 Other current
  liabilities       66,529        4      34,371             -       100,904
  Total current
    liabilities    234,928      262      34,778       (45,526)      224,442
Long-term debt,
 less current
 maturities        201,884        -           -             -       201,884
Accrued pension
 costs              32,681        -           -             -        32,681
Accrued
 postretirement
 benefit costs       5,027        -           -             -         5,027
Other liabilities   12,736      325      33,742             -        46,803
  Total
    liabilities    487,256      587      68,520       (45,526)      510,837
Stockholders'
  equity           398,488   17,796       5,064       (22,860)      398,488
                  $885,744   18,383      73,584       (68,386)      909,325
</TABLE>
  <TABLE>
                                                                    Page 18
<CAPTION>
Statement of              Three Months (13 Weeks) Ended March 27, 2004
  Operations:      Parent  Guarantor   Non-Guarantor
                    Only  Subsidiaries  Subsidiary  Eliminations Consolidated
<S>               <C>           <C>      <C>          <C>         <C>
Net sales         $574,060      810       3,598        (2,879)      575,589
Cost of sales      479,756      812       2,439        (2,879)      480,128
Gross profit
 (loss)             94,304       (2)      1,159             -        95,461
Distribution,
 administrative
 and general
 expenses           26,985      196          19             -        27,200
Pension plan
 settlement
 expense             9,908        -           -             -         9,908
Net operating
 income (loss)      57,411     (198)      1,140             -        58,353
Interest, income
 taxes and other,
 net               (27,549)     117         (89)         (970)      (28,491)
Net income (loss) $ 29,862      (81)      1,051          (970)       29,862
</TABLE>
<TABLE>
<CAPTION>
Statement of              Three Months (13 Weeks) Ended April 2, 2005
  Operations:     Parent   Guarantor  Non-Guarantor
                   Only   Subsidiaries  Subsidiary  Eliminations Consolidated
<S>               <C>          <C>       <C>           <C>         <C>
Net sales         $571,026      824       3,519        (4,560)       570,809
Cost of sales      478,169      850       3,095        (4,560)       477,554
Gross profit
 (loss)             92,857      (26)        424             -         93,255
Distribution,
 administrative
 and general
 expenses           32,840      217          19             -         33,076
Net operating
 income (loss)      60,017     (243)        405             -         60,179
Interest, income
 taxes and other,
 net               (21,348)      247        219          (628)       (21,510)
Net income (loss) $ 38,669        4         624          (628)        38,669
</TABLE>

<TABLE>
<CAPTION>
Statement of              Six Months (26 Weeks) Ended March 27, 2004
  Operations:    Parent   Guarantor   Non-Guarantor
                  Only   Subsidiaries  Subsidiary  Eliminations  Consolidated
<S>               <C>         <C>       <C>           <C>         <C>
Net sales       $1,109,460    1,542       7,569        (6,055)     1,112,516
Cost of sales      944,645    1,551       8,704        (6,055)       948,845
Gross profit
 (loss)            164,815       (9)     (1,135)            -        163,671
Distribution,
 administrative
 and general
 expenses           55,745      437          41             -         56,223
Pension plan
 settlement
 expense             9,908        -           -             -          9,908
Net operating
 income (loss)      99,162     (446)     (1,176)            -         97,540
Interest, income
 taxes and other,
 net               (65,895)     351         998           273        (64,273)
Net income
 (loss)         $   33,267      (95)       (178)          273         33,267
</TABLE>

<TABLE>
<CAPTION>
Statement of              Six Months (26 Weeks) Ended April 2, 2005
  Operations:    Parent   Guarantor   Non-Guarantor
                  Only   Subsidiaries  Subsidiary  Eliminations  Consolidated
<S>               <C>        <C>         <C>           <C>         <C>
Net sales       $1,122,155    1,619       7,045        (8,052)     1,122,767
Cost of sales      980,988    1,680       7,060        (8,052)       981,676
Gross profit
 (loss)            141,167      (61)        (15)            -        141,091
Distribution,
 administrative
 and general
 expenses           59,079      339          42             -         59,460
Net operating
 income (loss)      82,088     (400)        (57)            -         81,631
Interest, income
 taxes and other,
 net               (39,226)     429         708          (680)       (38,769)
Net income
 (loss)         $   42,862       29         651          (680)        42,862
</TABLE>

<TABLE>
                                                                     Page 19
<CAPTION>
Statement of              Six Months (26 Weeks) Ended March 27, 2004
 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      $ 105,553   (2,058)          9             -        103,504
Cash flows from
 investing
 activities:
 Acquisitions of
  property,
  plant and
  equipment        (15,814)      (4)          -             -        (15,818)
 Other                 527    2,008           -             -          2,535
Net cash provided
 by (used in)
 investing
 activities        (15,287)   2,004           -             -        (13,283)
Cash flows from
 financing
 activities:
 Proceeds from
  long-term debt   196,940        -           -             -        196,940
 Principal
  repayments of
  long-term debt  (200,076)       -           -             -       (200,076)
 Payments of
  capitalized
  financing costs   (5,925)       -           -             -         (5,925)
 Patronage refunds
  and other equity
  paid in cash      (1,509)       -           -             -         (1,509)
Net cash used in
 financing
 activities        (10,570)       -           -             -        (10,570)
Net change in cash
 and cash
 equivalents        79,696      (54)          9             -         79,651
Cash and cash
 equivalents,
 beginning of
 period             11,088      273       2,514             -         13,875
Cash and cash
 equivalents,
 end of period    $ 90,784      219       2,523             -         93,526
</TABLE>

<TABLE>
                                                                     Page 20
<CAPTION>
Statement of              Six Months (26 Weeks) Ended April 2, 2005
  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     $  97,407    (1,194)     (6,023)            -         90,190
Cash flows from
 investing
 activities:
 Acquisitions of
  property, plant
  and equipment    (41,607)      (5)          -             -        (41,612)
 Other               5,783    1,272           -             -          7,055
Net cash provided
 by (used in)
 investing
 activities        (35,824)   1,267           -             -        (34,557)
Cash flows from
 financing
 activities:
 Principal
  repayments of
  long-term debt   (91,044)       -           -             -        (91,044)
 Patronage refunds
  and other equity
  paid in cash      (3,165)       -           -             -         (3,165)
 Proceeds from
  initial public
  offering, net of
  under-writing
  and offering
  expenses paid    138,859        -           -             -        138,859
 Cash
  distributions
  to members and
  equity holders  (105,963)       -           -             -       (105,963)
 Treasury stock
  acquired            (275)       -           -             -           (275)
Net cash used in
 financing
 activities        (61,588)       -           -             -        (61,588)
Net change in
 cash and cash
 equivalents            (5)      73      (6,023)            -         (5,955)
Cash and cash
 equivalents,
 beginning of
 period            166,430      313       8,546             -        175,289
Cash and cash
 equivalents,
 end of period   $ 166,425      386       2,523             -        169,334
</TABLE>

                                                                Page 21
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.  Gold  Kist  is  the
third  largest  producer  of broilers and related products  accounting  for
approximately 9% of the industry's production.

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.

According  to  the  USDA World Agricultural Outlook Board (WAOB),  calendar
2004  U.S.  broiler meat production was approximately 33.7 billion  pounds,
ready-to-cook  weight,  4.0%  above the 32.4 billion  pounds  produced  in
calendar  2003.  The  WAOB April estimate for calendar  2005  broiler  meat
production  is  34.7  billion pounds, which is a  3.2%  increase  from  the
calendar  2004  estimate.  This moderate increase  is  principally  due  to
heavier bird weights.

Our  export sales, which we define as sales other than to customers in  the
United States or Canada, were $57.6 million for the six months ended  April
2,  2005. The U.S. poultry industry historically has exported 15% to 20% of
domestic  production, principally dark meat products to  Russia  and  other
former Soviet Republics, Hong Kong, Mexico and Japan.  The Company's export
sales  have  historically been less than 10% of net  sales.   However,  any
disruption in the export markets can significantly impact domestic  broiler
sales prices by creating excess domestic supply.

The  cost  of  feed  grains,  primarily corn  and  soybean  meal,  averages
approximately  55%  to  60%  of  total live  broiler  production  costs  or
approximately  30% to 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 weather  or  other  problems,  worldwide
soybean  and  corn production is expected to increase, which may  favorably
impact  feed ingredient costs in fiscal 2005.  Average feed costs  for  the
Company  were lower in the second fiscal quarter as compared to  the  first
quarter of fiscal 2005 and the same quarter last year.

                                                                    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 security  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>
                                                                  Fiscal
                                                                   Year
                            Three Months Ended  Six Months Ended   Ended
                            Mar. 27,    Apr. 2, Mar. 27,  Apr. 2, June 26,
                              2004       2005     2004     2005     2004
<S>                          <C>        <C>      <C>      <C>       <C>
Net sales                    100.0%     100.0%   100.0%   100.0%    100.0%
Cost of sales                 83.4       83.7     85.3     87.4      84.0
     Gross profit             16.6       16.3     14.7     12.6      16.0
Distribution, administrative,
 general and other expenses    6.5        5.8      5.9      5.3       5.3
     Net operating income     10.1       10.5      8.8      7.3      10.7
Interest expense              (2.3)      (1.1)    (1.8)    (1.2)     (1.6)
Other income (expenses)
 (including income taxes)     (2.6)      (2.6)    (4.0)    (2.3)     (4.2)
     Net income                5.2%       6.8%     3.0%     3.8%      4.9%
</TABLE>

Net Sales

Gold  Kist's  net sales for the quarter ended April 2, 2005 decreased  0.8%
compared  to  the quarter ended March 27, 2004.  For the six  months  ended
April  2, 2005, net sales volume increased 0.9% from $1.11 billion  in  the
comparable  period  last year to $1.12 billion in the  current  year.   The
change  in  net  sales was due primarily to an approximate  8.4%  and  6.9%
increase in broiler pounds produced and sold for the quarter and six months
ended April 2, 2005, respectively, offset by a decline of 9.1% and 6.1%  in
average  broiler sales prices for the same periods.  Increased  supply  was
the  principal factor leading to the decline of prices from the  three  and
six-month periods ended March 2004.  Average broiler sales prices  for  the
quarter  ended April 2, 2005 were 4.9% higher than prices for  the  quarter
ended  January  1, 2005 due to increased demand.  The nominal  increase  in
sales  for the six months ended April 2, 2005 was also impacted by  a  $1.5
million increase in sales of the pork division due to higher prices  caused
by stronger demand.
                                                                    Page 23

Our  export sales of $26.9 million and $57.6 million for the three and  six
months ended April 2, 2005, respectively, were 22.3% and 10.0% higher  than
the fiscal 2004 periods, due to increased shipments to Russia and increased
demand from other countries.  Our export sales to Russia increased 44.4% in
pounds  shipped and 21.9% in dollar value from $22.1 million in  the  March
2004  year-to-date  period to $26.9 million in the March 2005  year-to-date
period.

Net Operating Income

The Company had net operating income of $60.2 million and $81.6 million for
the three and six months ended April 2, 2005, respectively, compared to net
operating  income  of  $58.4 million and $97.5 million  in  the  comparable
periods  in  2004.  The decrease in net operating income in the March  2005
year-to-date period as compared to the March 2004 period was due  primarily
to  lower  broiler  selling  prices  and  increased  processing  and  other
production costs.  Feed costs for the six months ended April 2,  2005  were
4.9% lower than the six months ended March 27, 2004.  The higher feed costs
experienced in the first fiscal quarter ending January 1, 2005 were due  to
forward  contracts that were priced in excess of cash markets.   Deliveries
under  these  contracts  were completed in early January,  and  lower  feed
ingredient  costs in the quarter ended April 2, 2005 more than  offset  the
first  quarter increase.  Year-to-date average prices for corn and  soybean
meal for the six months ended April 2, 2005 were 12.4% and 11.8% below  the
prior year-to-date period in 2004, respectively.

The  3.2% year-to-date increase in distribution, administrative and general
expenses  was  principally  due  to  the noncash  share-based  compensation
expense  of $7.8 million related to the stock grants and awards  issued  to
employees  in  October 2004 and January 2005.  Distribution, administrative
and general expenses for the six months ended April 2, 2005 equaled 5.2% of
net  sales.   Approximately  $5.3 million of the  share-based  compensation
expense  was  recognized with respect to recipients aged 55  or  older  and
eligible  for  early  retirement  (see Note  9  of  Notes  to  Consolidated
Financial   Statements).   Excluding  the  total  share-based  compensation
expense  of  $7.8  million  for  the  six  months  ended  April  2,   2005,
distribution, administrative and general expenses decreased  by  10.6%  and
equaled 4.5% of net sales.  The decrease was principally due to lower  cash
incentive  compensation accruals.  We have presented percentages  regarding
changes  in  distribution, administrative and general expenses adjusted  to
exclude share-based compensation expenses because we believe that investors
are   interested  in  our  results  of  operations  excluding   share-based
compensation  expense and because our management uses this  information  to
analyze  our  results from continuing operations and  to  view  trends  and
changes in such results.

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 incurred in the six months ended April 2, 2005.

Other Expenses

Other  expenses,  including interest and miscellaneous,  net  totaled  $3.0
million and $17.6 million for the three and six months ended April 2, 2005,
respectively,  compared  to  $11.7  million  and  $36.5  million  for   the
comparable periods in 2004.

                                                                    Page 24

Interest expense was $6.2 million and $13.3 million for the three  and  six
months ended April 2, 2005, compared to $7.0 million and $13.8 million  for
the comparable periods in 2004. Lower average balances in the three and six
months  ended  April  2,  2005 were the principal  factor  leading  to  the
decrease in interest expense.

The Company incurred a prepayment interest charge of $5.5 million and wrote
off deferred financing fees of $.8 million with respect to the payoff of  a
term  loan  with  an insurance company with part of the proceeds  from  the
Company's issuance of $200 million in 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 charge.  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.

The  $18.5  million loss on investment for the six months ended  March  27,
2004 represented an impairment charge taken on the Company's investment  in
another cooperative.  The $38.8 million remaining balance of the investment
was written off in June 2004.

Miscellaneous,  net  was income of $1.3 million and $3.0  million  for  the
three  and six months ended April 2, 2005, respectively, compared  to  $0.9
million and $1.2 million for the comparable periods last year.  Income from
a  hog  production joint venture was $1.9 million for the six months  ended
April  2,  2005 as compared to $0.2 million for the six months ended  March
27,  2004  due  to  improved hog market prices brought about  by  increased
demand.  Interest and dividend income was $1.9 million and $2.7 million  in
the three and six months ended April 2, 2005, respectively, as compared  to
$0.7 million and $0.9 million for the three and six months ended March  27,
2004,  respectively, principally due to interest income from cash  invested
in short-term interest bearing instruments.

Income Tax Expense

For  the three and six months ended April 2, 2005, our combined federal and
state  effective income tax rates used for purposes of calculating the  tax
expense  on  income before income taxes were 32.3% and 33.0%, respectively.
Income  tax  expense  for  the three and six months  ended  April  2,  2005
reflects income taxes at statutory rates adjusted principally for available
tax  credits  and the deductibility of state income taxes for  federal  tax
purposes.   The  Company's  effective tax rate was  favorably  impacted  by
additional  state  tax credits from prior years that became  available  and
were  recorded in the three-month period ended April 2, 2005.  The  Company
expects income tax rates to approximate 38% for the remainder of the fiscal
year.

For  the  three and six months ended March 27, 2004, the Company's combined
federal  and  state  effective  income tax  rates  were  36.0%  and  45.5%,
respectively.  The increased effective tax rate over the federal and  state
statutory  rates for the six months ended March 27, 2004  was  due  to  the
deferred income tax valuation allowance established for the impairment loss
in December 2004 related to an investment in another cooperative.
                                                                    Page 25


                      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  due 2014 were issued at a price of 98.47% and are reflected  net  of
the  unamortized discount in the accompanying consolidated balance  sheets.
We  repaid approximately $70.0 million of these notes, plus $7.2 million in
prepayment  interest charges, 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
April  2,  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,  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  April  2,  2005,  we  were   in
compliance  with all applicable loan covenants under our senior  notes  and
credit facilities.

For  the  first six months ended April 2, 2005, cash provided by  operating
activities  was  $90.2  million compared to cash  provided  from  operating
activities of $103.5 million for the six months ended March 27, 2004.   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 six months ended April 2, 2005.

Cash  used in financing activities for the six months ended April  2,  2005
was  $61.6 million compared to $10.6 million for the comparable March  2004
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

                                                                   Page 26

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 and funds from
existing  cash balances were 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 to October 12, 2004 and patronage equity cashings
of  $.8  million  are  also reflected in the net  cash  used  in  financing
activities  for  the  six  months ended April 2, 2005.   In  addition,  the
Company  repaid  a  term  loan with an agricultural  credit  bank  and  the
Industrial  Revenue  Bond totaling $14.7 million during  the  three  months
ended  April  2,  2005.  At April 2, 2005, the Company had cash  of  $154.8
million invested in short term interest-bearing instruments.

Working  capital  and patrons' and other equity/stockholders'  equity  were
$327.1  million  and  $398.5 million, respectively, at  April  2,  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 and the partial repayment of the senior notes, 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 from the net income  for  the
first six months of fiscal 2005.

We  spent  $41.6 million in capital expenditures for the six  months  ended
April  2, 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  operations.  In  addition,   capital
expenditures  included other asset improvements and necessary replacements.
Management  plans  to fund fiscal 2005 capital expenditures,  including  an
ongoing $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.  In light of the improved operating results and strong operating cash
flow  for  the  quarter  ending April 2, 2005,  the  Company  may  consider
additional pension plan contributions in fiscal 2005.

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.

                                                                  Page 27


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  further
       processed  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;
     - effectiveness  of  our  capital expenditures  and  other  cost-
       saving measures;
     - 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-

                                                                  Page 28


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 April  2,  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>
Debt obligations:
  Principal payments (a) $212.4     10.5       22.2       22.3     157.4
  Interest payments (b)   158.3     20.7       38.8       35.1      63.7
Operating leases (c)       50.9     14.8       20.6       13.5       2.0
Feed ingredient purchase
 commitments (d)           90.4     90.4          -          -         -
  Total (e)              $512.0    136.4       81.6       70.9     223.1
</TABLE>

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

(b)  Interest  payments include amounts for fixed rate  and  term  debt  as
     outlined in Note 7 of Notes to Consolidated Financial Statements based
     on the expected payment dates.

(c)  Operating lease commitments as of June 26, 2004.  There have not  been
     any significant changes in the six months ended April 2, 2005.

(d)  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 April 2,  2005  for
     the month of delivery.

(e)  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.

                                                                    Page 29

Critical Accounting Policies

Share-based  compensation.  The Company adopted SFAS  No.  123(r),  "Share-
Based   Payment,"   in  January  2005.   SFAS  No.  123(r)   requires   the
determination of share-based payments as equity or liability classified and
measurement  of the payment at fair value.  Assumptions and  judgments  are
made by management concerning the classification and valuation of the stock
grants  and  awards, the requisite service periods, the assessment  of  the
conditions imposed by the payment, employee turnover, volatility, the  term
of  the  awards  and  other  factors used in determining  the  compensation
expense.   The Company expects to make additional share-based  payments  in
the  future  and  different  assumptions  and  judgments  could  result  in
different  costs  that  could have a material impact  on  the  consolidated
statements  of  operations.  In addition, the resolution of  implementation
issues  and further interpretations with regard to SFAS 123(r) could impact
the  assumptions  and judgments used by the Company in  earlier  or  future
periods.

There  were  no other material changes in the Company's critical accounting
policies during the quarter ended April 2, 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,  Statement of Financial Accounting  Standards  No.  123
(revised  2004), "Share-Based Payment" (SFAS No. 123(r)) was  issued.   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.
SFAS  No.  123(r) 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  123(r).
See Note 9 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  FASB   issued  FASB  Staff  Position  109-1,  "Application   of
SFAS  No. 109,

                                                                   Page 30

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 the three months ended  January  1,
2005.

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, the  availability  and
cost  of transportation, as well as the agricultural policies of the United
States  and  foreign  governments. In particular,  weather  patterns  often
change
                                                                    Page 31

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 Consolidated Results of Operations
and Financial Condition."

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 33.5% of our  net
sales  during  the  quarter ended April 2, 2005  and  during  such  period,
approximately  12.8% 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  purchases  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
                                                                    Page 32

oversupply  and  a  decrease in the market price of  chicken.   Russia  has
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
                                                                    Page 33

products  as  a  result  of  improper handling at the  further  processing,
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  last
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

                                                                    Page 34

transportation  providers of labor and the capacity of  our  transportation
sources.  Increases in costs of transportation would negatively affect  our
profitability.

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.

We  have  approximately 17,000 employees, approximately 3,000 of which  are
covered   by   collective bargaining agreements and  approximately  575  of
which

                                                                    Page 35

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 36

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 April 2, 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 $90.4 million at April  2,  2005.  These
commitments  include  both  priced and unpriced  contracts.  Unpriced  feed
ingredient commitments are valued at market for the month of delivery as of
April 2, 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 $60.0 million to $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 $1.3 million.

                                                                    Page 37


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 38

                        PART II:  OTHER INFORMATION

Item 6.  Exhibits.

        Exhibits

         Designation of Exhibit
         in This Report                 Description of Exhibit

         Exhibit 10.1.6                 Seventh Amendment Dated as of
                                        February 28, 2005, to Second
                                        Consolidated, Amended and Restated
                                        Note Agreement with the Gateway
                                        Recovery Trust and the Prudential
                                        Insurance Company of America

         Exhibit 10.2.3                 Third Amendment Dated as of
                                        March 1, 2005, to Fourth Amended
                                        and Restated Credit Agreement with
                                        various banks and lending
                                        institutions, as lenders and
                                        Cooperatieve Centrale Raiffeisen-
                                        Boarenleenbank B.A., New York
                                        Branch, as Agent

         Exhibit 10.24.3                Fifth Amendment Dated as of
                                        March 1, 2005, to First Amended and
                                        Restated Credit Agreement with
                                        CoBank, ACB

         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.
                                                                   Page 39


                                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         May 17, 2005
                                               John Bekkers
                                          Chief Executive Officer
                                        (Principal Executive Officer)




Date         May 17, 2005
                                               Stephen O. West
                                    Chief Financial Officer, Vice President
                                        (Principal Financial Officer)

                                                                   Page 39


                                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        May 17, 2005                   /s/ John Bekkers
                                               John Bekkers
                                          Chief Executive Officer
                                        (Principal Executive Officer)




Date        May 17, 2005                   /s/ Stephen O. West
                                               Stephen O. West
                                    Chief Financial Officer, Vice President
                                        (Principal Financial Officer)