UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  FORM 10-Q

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

                                     or

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

For the transition period from   June 27, 2004    to    October 2, 2004

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)

                         June 26, 2004
(Former name, former address and former fiscal year, if changed since last
report)

   Indicate  by check mark whether the registrant (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding 12 months (or for such shorter period  that  the
registrant  was required to file such reports), and (2) has been  subject  to
such filing requirements for the past 90 days.    Yes   X          No

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

                                                  Yes              No   X

                    APPLICABLE ONLY TO CORPORATE ISSUERS:

   Indicate the number of shares outstanding of each of the issuer's  classes
of  common stock, as of the latest practicable date.  Common stock, $0.01 Per
Share Par Value - 50,716,505 shares outstanding as of November 12, 2004.




                               GOLD KIST INC.


                                    INDEX


                                                        Page No.

Part  I.   Financial Information


  Item 1.  Unaudited Consolidated Financial Statements

           Consolidated Balance Sheets -
             June 26, 2004 and October 2, 2004              1

           Consolidated Statements of Operations -
             Three Months Ended September 27, 2003
             (13 Weeks) and October 2, 2004 (14 Weeks)      2

           Consolidated Statements of Cash Flows -
             Three Months Ended September 27, 2003
             (13 Weeks) and October 2, 2004 (14 Weeks)      3

           Notes to Consolidated Financial
             Statements                                   4 - 15

  Item 2.  Management's Discussion and Analysis of
             Consolidated Results of Operations and
             Financial Condition                         16 - 29

  Item 3.  Quantitative and Qualitative Disclosure About
             Market Risks                                  30

  Item 4.  Controls and Procedures                         31

Part II.   Other Information

  Item 1.  Legal Proceedings                               32

  Item 2.  Changes in Securities and Use of Proceeds     32 - 33

  Item 6.  Exhibits                                        34



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

<CAPTION>
                                                   June 26,     October 2,
                                                     2004          2004
<S>                                                <C>            <C>
          ASSETS
Current assets:
   Cash and cash equivalents                       $136,699       175,289
   Receivables, net                                 137,654       115,015
   Inventories                                      232,905       238,892
   Deferred income taxes                             20,482        15,732
   Other current assets                              31,564        38,577
      Total current assets                          559,304       583,505
Investments                                          12,760        13,072
Property, plant and equipment, net                  231,657       247,398
Deferred income taxes                                20,060        13,215
Other assets                                         62,076        65,652
                                                   $885,857       922,842

       LIABILITIES AND EQUITY
Current liabilities:
   Notes payable and current maturities of
     long-term debt                                $ 21,167        20,875
   Accounts payable                                  75,292        84,121
   Accrued compensation and related expenses         52,074        42,556
   Other current liabilities                         65,526        88,049
       Total current liabilities                    214,059       235,601
Long-term debt, less current maturities             282,954       281,408
Accrued pension costs                                53,825        37,387
Accrued postretirement benefit costs                  7,539         6,760
Other liabilities                                    42,865        44,138
       Total liabilities                            601,242       605,294
Patrons' and other equity:
   Common stock, $1.00 par value - Authorized
     500,000 shares; issued and outstanding
     2,449 at June 26, 2004 and 2,317 at
     October 2, 2004                                      2             2
     Patronage  reserves                            219,964       232,569
   Accumulated other comprehensive loss             (44,422)      (42,318)
   Retained earnings                                109,071       127,295
       Total patrons' and other equity              284,615       317,548
                                                   $885,857       922,842



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

<TABLE>
                                                           Page 2



                               GOLD KIST INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                            (Amounts in Thousands)
                                 (Unaudited)

<CAPTION>
                                             Three Months Ended
                                       Sept. 27, 2003   Oct. 2, 2004
                                         (13 Weeks)      (14 Weeks)
<S>                                        <C>            <C>
Net sales volume                            $516,688       646,511
Cost of sales                                453,998       554,142
 Gross margins                                62,690        92,369
Distribution, administrative and
 general expenses                             24,271        31,011
Conversion expenses and advisory
 fees                                              -         2,522
 Net operating margins                        38,419        58,836
Other income (deductions):
 Interest and dividend income                    173           635
 Interest expense                             (7,603)       (8,514)
 Miscellaneous, net                            4,242         1,833
   Total other deductions, net               (3,188)       (6,046)
 Margins from operations before
   income taxes                               35,231        52,790
Income tax expense                            11,746        18,772
 Net margins                                $ 23,485        34,018


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

<TABLE>
                                                                   Page 3
                               GOLD KIST INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Amounts in thousands)
                                 (Unaudited)
<CAPTION>
                                                   Three Months Ended
                                              Sept. 27, 2003  Oct. 2, 2004
                                                (13 Weeks)     (14 Weeks)
<S>                                               <C>           <C>
Cash flows from operating activities:
    Margins from operations                       $ 23,485       34,018
 Non-cash items included in margins from
    operations:
    Depreciation and amortization                    9,964       10,030
    Pension and other benefit plans expense          1,824        2,515
    Deferred income tax expense                     11,746       10,355
    Other                                            1,860       (1,988)
    Changes in operating assets and liabilities:
    Receivables                                     (8,046)      22,639
    Inventories                                     (9,753)      (5,987)
    Other current assets                               300       (1,594)
    Accounts payable, accrued and other expenses    10,471       20,209
Net cash provided by operating activities           41,851       90,197
Cash flows from investing activities:
 Acquisitions of property, plant and equipment      (3,992)     (25,160)
 Contributions to pension and other benefit plans     (609)     (14,505)
 Proceeds from disposal of investments                 42             -
 Other                                               2,793       (2,865)
Net cash used in investing activities               (1,766)     (42,530)
Cash flows from financing activities:
 Principal repayments of long-term debt            (34,976)      (1,914)
 Payments of capitalized financing costs                 -         (444)
 Patronage refunds and other equity paid in cash    (2,260)      (6,719)
Net cash used in financing activities              (37,236)      (9,077)
Net change in cash and cash equivalents              2,849       38,590
Cash and cash equivalents at beginning of period    11,026      136,699
Cash and cash equivalents at end of period        $ 13,875      175,289
Supplemental disclosure of cash flow information:
 Cash paid (received) during the periods for:
    Interest (net of amounts capitalized)         $  8,000       13,712
    Income taxes, net                             $ (2,984)     (10,663)



        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  October 2, 2004 and for the  fourteen  weeks  ended
     October  2,  2004.  These consolidated financial statements  have  been
     prepared   in  accordance  with  U.S.  generally  accepted   accounting
     principles  for interim financial information and with the instructions
     to Form 10-Q and Article 10 of Regulation S-X.  These statements should
     be  read  in  conjunction with Management's Discussion and Analysis  of
     Results  of  Operations  and  Financial  Condition  and  the  Notes  to
     Consolidated  Financial  Statements in the Company's  previously  filed
     Annual Report on Form 10-K for the fiscal year ended June 26, 2004.

     The Company employs a 52/53-week fiscal year.  On October 20, 2004, the
     Board of Directors of the Company determined to change the fiscal  year
     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
     transition  period from June 27, 2004 to October 2, 2004  was  fourteen
     weeks as compared to thirteen weeks in the quarter ended September  27,
     2003.

     In  the  opinion of management, the accompanying unaudited consolidated
     financial  statements  contain all adjustments  (consisting  of  normal
     recurring accruals) necessary to present fairly the financial position,
     the  results  of  operations, and the cash flows of the  Company.   All
     significant intercompany balances and transactions have been eliminated
     in  consolidation.  Results of operations for interim periods  are  not
     necessarily indicative of results for the entire fiscal year.

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

2.  Receivables

    Receivables  are  principally trade and are stated net of  an  allowance
    for  doubtful accounts  of $1.4 million and $1.5 million as of  June  26
    and October 2, 2004, respectively.

3.  Comprehensive Income

    Comprehensive  income  was  $24.5 million  and  $36.1  million  for  the
    quarters ended September 27, 2003 and October 2, 2004, respectively.

                                                                      Page 5

4.   Inventories

     Inventories consist of the following:
     <TABLE>
     <CAPTION>
                                     June 26, 2004      Oct. 2, 2004
     <S>                                <C>                <C>
     Live poultry and hogs              $110,535           102,936
     Marketable products                  69,621            87,562
     Raw materials and supplies           52,749            48,394
                                        $232,905           238,892
     </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  has  historically  accounted  for  marketable
     products   inventory  principally  at  selling  prices  less  estimated
     brokerage,  freight  and certain other selling costs  where  applicable
     (estimated net realizable value).  The Company has begun to  focus  its
     growth  efforts  and  production  on further-processed  or  value-added
     poultry  products  and  anticipates that an increasing  amount  of  its
     poultry  sales will be from further-processed products.  As  such,  the
     Company began accounting for its marketable products inventory  at  the
     lower of cost or market during the second quarter of fiscal 2004.

     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  on  which  the Company takes physical  delivery,  have  been
     recorded through earnings.

                                                                   Page 6


 5.  Property, Plant and Equipment

     Property, plant and equipment is summarized as follows:
     <TABLE>
     <CAPTION>
                                        June 26,         Oct. 2,
                                          2004            2004
     <S>                                <C>              <C>
     Land and land improvements         $ 32,105          32,161
     Buildings                           213,598         214,368
     Machinery and equipment             436,807         433,633
     Construction in progress             13,726          33,959
                                         696,236         714,121
     Less accumulated depreciation       464,579         466,723
                                        $231,657         247,398
     </TABLE>

     Depreciation  and amortization included in cost of goods  sold  in  the
     accompanying  consolidated statements of operations were  $8.5  million
     and  $8.8 million for the quarters ended September 27, 2003 and October
     2, 2004, respectively.




                                                                   Page 7

6.  Long-Term Debt

    Long-term debt is summarized as follows:
     <TABLE>
     <CAPTION>
                                                   June 26,      Oct. 2,
                                                     2004         2004
     <S>                                           <C>           <C>
     Senior notes, due 2014                         $197,016     197,092
     Series B senior exchange notes, due in annual
       installments of $2,728 and a final
       installment of $5,450 due May 30, 2010 with
       interest payable quarterly (interest rate
       of 11.25% at June 26, 2004 and 8.75% at
       October 2, 2004)                               21,818      21,818
     Series C senior exchange notes, due in annual
       installments of $2,272 and a final
       installment of $4,550 due May 30, 2010 with
       interest payable quarterly (interest rate
       of 11.50% at June 26, 2004 and 9.00% at
       October 2, 2004)                               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 9.16% at June 26, 2004
       and 8.41% at October 2, 2004)                  30,365      30,365
     Term loan agreement with agricultural credit
       bank, due in quarterly installments of $600
       with interest payable monthly (weighted
       average interest rate of 4.67% at June 26,
       2004 and 5.43% at October 2, 2004)              9,000       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 June 26
       and October 2, 2004)                           17,764      17,147
     Tax exempt industrial revenue bond due July 2015
       with variable interest rate (.9% at June 26,
       2004 and 1.8% at October 2, 2004)               7,500       7,500
     Mortgage loans, due in monthly installments to
       January 2010, secured by an office building
        (weighted  average  interest rate of 5.06%)    2,476       2,379
                                                     304,121     302,283
     Less current maturities                          21,167      20,875
                                                    $282,954     281,408
     </TABLE>

     In March 2004, the Company issued the senior notes in a private offering
     pursuant to Rule 144A and Regulation S of the Securities Act of 1933  in
     the  principal amount of $200 million.  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 the discount of $3.0 million in the  accompanying
     consolidated balance sheet at October 2, 2004.  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%.  The Company has exchanged the senior  notes  for
     identical registered notes.

                                                                       Page 8


     The  Company repaid approximately $70.0 million principal amount of  the
     senior notes, plus $7.2 million in prepayment penalties, on November 12,
     2004  with  a  portion of the proceeds from Gold Kist's  initial  public
     offering completed on October 13, 2004 (see Note 9).

     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  October 2, 2004, there was approximately $93.7 million available
     for borrowing under this facility.

     The  terms  of  debt agreements  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  debt
     agreements   place   a  limitation  on  capital  expenditures,   equity
     distributions, cash patronage refunds, commodity hedging contracts  and
     additional loans, advances or investments.  The agreements also include
     other  financial  covenants.  At October 2, 2004, the  Company  was  in
     compliance  with all applicable loan covenants under its  senior  notes
     and credit facilities.

7.  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  June 26, 2004, the  Company  had  a  minimum  pension liability  of
     $44.4  million, net of the deferred tax benefit of $26.5 million.   The
     minimum pension liability, net of deferred taxes, has been included  as
     a   component  of  patrons'  and  other  equity  in  accumulated  other
     comprehensive  loss.   At October 2, 2004, the Company  had  a  minimum
     pension liability of $42.3 million, net of the deferred tax benefit  of
     $25.2 million.

                                                                      Page 9

     Components of net periodic benefit cost for the quarter ended September
     27, 2003 and October 2, 2004 are as follows:

<TABLE>
     <CAPTION>
                                                           Postretirement
                                      Pension  Benefits  Insurance  Benefits
                                        2003     2004       2003      2004
     <S>                             <C>       <C>        <C>       <C>
     Service cost                     $ 1,674    1,190         -         -
     Interest cost                      2,672    2,459        78        56
     Estimated return on plan assets   (3,398)  (2,582)        -         -
     Amortization of transition asset     (60)       -         -         -
     Amortization of prior service
       cost (gain)                        455      120    (2,587)   (2,587)
     Amortization of net loss             570    1,055     2,089     1,759
      Net periodic benefit cost
      (income)                        $ 1,913    2,242      (420)     (772)
     </TABLE>

     The Company made a pension contribution of $15.0 million in August 2004
     and  plans an additional contribution of approximately $8.0 million  in
     November 2004.

8.   Contingent Liabilities

     Four  female  employees  of  the Company's Corporate Office Information
     Services (I/S) Department filed an EEOC sex discrimination suit against
     the  Company  in  the  United  States  District  Court for the Northern
     District of Georgia asserting gender based claims about employment  and
     promotion decisions in the Corporate Office I/S Department.  One of the
     employees  continues  to  be   employed   by  the  Company.  After  its
     administrative consideration of the claims, the EEOC has issued  "Right
     to Sue" letters to the four complainants in these claims,  meaning that
     the  EEOC  will not sue or participate in a suit against the Company on
     behalf of the parties in these actions nor will it  pursue  a  systemic
     discrimination  charge  in  this  matter. The action provides that  the
     individuals could then 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.  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 alleging that the Company's production  contracts
     with  its growers constitute unfair practices or arrangements that have
     permitted the Company to manipulate the prices of live poultry and have
     damaged  independent live poultry producers in violation of the Federal
     Packers  and  Stockyards  Act of 1921. The Company  believes  that  the
     substantive and class claims alleged in this lawsuit are without merit.
     The  Company  intends to defend the suit vigorously and  believes  that
     this lawsuit will not have a material adverse effect on the Company.

                                                                     Page 10


     Gold  Kist  is  a  party  to  various other  legal,  environmental  and
     administrative proceedings, all of which management believes constitute
     ordinary  routine  litigation incidental to the business  conducted  by
     Gold Kist and are not material in amount.

 9.  Subsequent Event - 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.
     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 plan of  conversion  was
     contingent upon an initial public offering of common stock.  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  and  in  November  2004,   the
     underwriters  exercised  their  overallotment  option  to  purchase  an
     additional 1,600,000 million shares at the offering price of $11.00 per
     share.   The  shares  issued in the initial public offering,  including
     shares issued pursuant to the underwriters overallotment option, are in
     addition  to 36.4 million shares of common stock issued to members  and
     former member equity holders in the conversion.

     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.

     After underwriting discounts and other estimated expenses, net proceeds
     from  the  common stock offering were approximately $135.9 million.   A
     portion  of  the  proceeds of this offering was  used  to  repay  $70.0
     million  in aggregate principal amount of our outstanding senior  notes
     plus an additional $7.2 million of prepayment penalties on November 12,
     2004.   The  prepayment penalty of $7.2 million  and  35%  of  deferred
     financing  costs totaling $2.9 million will be recognized  as  interest
     expense in the quarter ending January 1, 2005.

     The remaining proceeds of the offering, together with $46.9 million  of
     cash  on  hand will be used to distribute $105.6 million to our members
     and  former  member  equity holders for certain outstanding  membership
     interests and patronage equity either in redemption of patronage equity
     immediately  prior  to  the  conversion  or  in  connection  with   the
     conversion.  We expect to make these payments in December 2004.


                                                                    Page 11


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

     The Company's Board of Directors approved the grant of restricted stock
     upon the closing of the offering on October 13, 2004.  Total grants  of
     716,505 shares having a fair market value of approximately $7.9 million
     were  issued.  The restricted stock will vest on the third  anniversary
     of  the  date of grant, and the Company will recognize the fair  market
     value  of the restricted stock granted as compensation expense  in  its
     consolidated statements of operations over the vesting period.

     Expenses  of $2.5 million, including legal, printing, distribution  and
     accounting  fees  related  to the conversion  of  the  Company  from  a
     cooperative  marketing  association to  a  for-profit  corporation  and
     advisory  fees  and legal expenses related to an unsolicited  offer  to
     acquire  the  Company  received in October 2004  are  included  in  the
     accompanying consolidated statement of operations for the quarter ended
     October  2,  2004.  The Company expects additional conversion  expenses
     approximating $3.0 million in the quarter ending January 1, 2005.

10.  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  June  26,  2004  and  October  2,  2004,   the
     supplemental  combining  condensed statements  of  operations  for  the
     quarter  ended  September  27,  2003  and  October  2,  2004,  and  the
     supplemental  combining condensed statements  of  cash  flows  for  the
     quarter  ended  September  27, 2003 and  October  2,  2004.   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 12
<CAPTION>
                                    As of June 26, 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     $134,035       135       2,529             -      136,699
 Receivables, net  135,939     8,297      25,109       (31,691)     137,654
 Inventories       232,509       396           -             -      232,905
 Deferred income
  taxes and other
  current assets    32,509      (351)     19,888             -       52,046
  Total current
    assets         534,992     8,477      47,526       (31,691)     559,304
Investments         33,822         -           -       (21,062)      12,760
Property, plant
 and equipment,
 net               231,368       289           -             -      231,657
Deferred income
 taxes and
 other assets       63,419     9,585       9,132             -       82,136
                  $863,601    18,351      56,658       (52,753)     885,857

LIABILITIES AND
 PATRONS' EQUITY
Current
 liabilities:
 Notes payable
  and current
  maturities of
  long-term
  debt            $ 21,167         -           -             -       21,167
 Accounts payable  106,728       255           -       (31,691)      75,292
 Accrued
  compensation and
  related expenses  52,059        15           -             -       52,074
 Other current
  liabilities       42,723        10      22,793             -       65,526
  Total current
    liabilities    222,677       280      22,793       (31,691)     214,059
Long-term debt,
 less current
 maturities        282,954         -           -             -      282,954
Accrued pension
 costs              53,825         -           -             -       53,825
Accrued
 postretirement
 benefit costs       7,539         -           -             -        7,539
Other liabilities   11,991       325      30,549             -       42,865
  Total
    liabilities    578,986       605      53,342       (31,691)     601,242
Patrons' and other
 equity            284,615    17,746       3,316       (21,062)     284,615
                  $863,601    18,351      56,658       (52,753)     885,857
</TABLE>
<TABLE>
                                                                     Page 13
<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
 PATRONS' EQUITY
Current
 liabilities:
 Notes payable
  and current
  maturities of
  long-term debt  $ 20,875         -           -             -        20,875
 Accounts payable  125,372       322           -       (41,573)       84,121
 Accrued
  compensation
  and related
  expenses          42,540        16           -             -        42,556
 Other current
  liabilities       47,671         5      40,373             -        88,049
  Total current
    liabilities    236,458       343      40,373       (41,573)      235,601
Long-term debt,
 less current
 maturities        281,408         -           -             -       281,408
Accrued pension
 costs              37,387         -           -             -        37,387
Accrued
 postretirement
 benefit costs       6,760         -           -             -         6,760
Other liabilities   12,796       325      31,017             -        44,138
  Total
    liabilities    574,809       668      71,390       (41,573)      605,294
Patrons' and other
 equity            317,548    17,767       4,413       (22,180)      317,548
                  $892,357    18,435      75,803       (63,753)      922,842
</TABLE>

<TABLE>
<CAPTION>
                          Three Months (13 Weeks) Ended September 27, 2003
Statement of       Parent   Guarantor   Non-Guarantor
  Operations:       Only   Subsidiaries  Subsidiary   Eliminations Consolidated
<S>               <C>         <C>         <C>         <C>          <C>
Net sales volume  $515,375       514       3,995        (3,196)      516,688
Cost of sales      452,576       520       4,098        (3,196)      453,998
Gross margins
 (loss)             62,799        (6)       (103)            -        62,690
Distribution,
 administrative
 and general
 expenses           24,051       200          20             -        24,271
Net operating
 margins (loss)     38,748      (206)       (123)            -        38,419
Interest, income
 Taxes and other,
  net              (15,263)    1,759         319        (1,749)      (14,934)
Net margins (loss)$ 23,485     1,553         196        (1,749)       23,485
</TABLE>
<TABLE>
                                                                     Page 14
<CAPTION>
                          Three Months (14 Weeks) Ended October 2, 2004
Statement of       Parent  Guarantor   Non-Guarantor
  Operations:       Only  Subsidiaries  Subsidiary   Eliminations Consolidated
<S>               <C>         <C>         <C>         <C>          <C>
Net sales volume  $646,265       795       3,070       (3,619)      646,511
Cost of sales      555,214       725       1,822       (3,619)      554,142
Gross margins       91,051        70       1,248            -        92,369
Distribution,
 administrative
 and general
 expenses           33,286       215          32            -        33,533
Net operating
 margins (loss)     57,765      (145)      1,216            -        58,836
Interest, income
 taxes and other,
 net               (23,747)      166        (119)      (1,118)      (24,818)
Net margins       $ 34,018        21       1,097       (1,118)       34,018
</TABLE>

<TABLE>
<CAPTION>
                         Three Months (13 Weeks) Ended September 27, 2003
Statement of       Parent  Guarantor   Non-Guarantor
  Cash Flows:       Only  Subsidiaries  Subsidiary   Eliminations Consolidated
<S>               <C>       <C>             <C>          <C>      <C>
Net cash provided
 by (used in)
 operating
 activities       $ 44,049    (2,203)          5            -        41,851
Cash flows from
 investing
 activities:
 Acquisitions of
  property, plant
  and equipment     (3,992)        -           -            -        (3,992)
 Contributions to
  pension and
  other benefit
  plans               (609)        -           -            -          (609)
 Proceeds from
  disposal of
  investments           42         -           -            -            42
 Other                 481     2,312           -            -         2,793
Net cash provided
 by (used in)
 investing
 activities         (4,078)    2,312           -            -        (1,766)
Cash flows from
 financing
 activities:
 Principal
  repayments of
  long-term debt   (34,976)        -           -            -       (34,976)
 Patronage refunds
  and other equity
  paid in cash      (2,260)        -           -            -        (2,260)
Net cash used in
 financing
 activities        (37,236)        -           -            -       (37,236)
Net change in cash
 and cash
 equivalents         2,735       109           5            -         2,849
Cash and cash
 equivalents,
 beginning of
 period              8,353       164       2,509            -        11,026
Cash and cash
 equivalents,
 end of period    $ 11,088       273       2,514            -        13,875
</TABLE>
<TABLE>
                                                                     Page 15

<CAPTION>
                          Three Months (14 Weeks) Ended October 2, 2004
Statement of       Parent  Guarantor   Non-Guarantor
  Cash Flows:       Only  Subsidiaries  Subsidiary   Eliminations Consolidated
<S>               <C>         <C>         <C>          <C>          <C>
Net cash provided
 by (used in)
 operating
 activities       $ 84,654      (474)       6,017           -        90,197
Cash flows from
 investing
 activities:
 Acquisitions of
  property, plant
  and equipment    (25,160)        -           -            -       (25,160)
 Contributions to
  pension and
  other benefit
  plans            (14,505)        -           -           -        (14,505)
 Other              (3,517)      652           -           -         (2,865)
Net cash provided
 by (used in)
 investing
 activities        (43,182)      652           -           -        (42,530)
Cash flows from
 financing
 activities:
 Principal
  repayments of
  long-term debt    (1,914)        -           -           -         (1,914)
 Payments of
  capitalized
  financing costs     (444)        -           -           -           (444)
 Patronage refunds
  and other equity
  paid in cash      (6,719)        -           -           -         (6,719)
Net cash used in
 financing
 activities         (9,077)        -           -           -         (9,077)
Net change in cash
 and cash
 equivalents        32,395       178       6,017           -         38,590
Cash and cash
 equivalents,
 beginning of
 period            134,035       135       2,529           -        136,699
Cash and cash
 equivalents,
 end of period    $166,430       313       8,546           -        175,289
</TABLE>

                                                                     Page 16
ITEM 2.            MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OF CONSOLIDATED RESULTS OF OPERATIONS
                        AND FINANCIAL CONDITION

General

After two decades of rapid growth, the broiler industry is maturing and  will
be  dependent on new and value-added product development, as well as expanded
export opportunities, for continued revenue growth.  Production and operating
efficiencies  will  also  be  necessary  for  increased  profitability.    In
addition,   the  industry  is  undergoing  consolidation  as  a   number   of
acquisitions  and mergers have occurred in the last five years.   The  market
share  of  the  top  five U.S. firms in terms of ready-to-cook  broiler  meat
production  has increased from approximately 49% to 60% during  that  period,
and this trend is expected to continue.

The  industry  has experienced volatility in results of operations  over  the
last  five  years  and expects the volatility to continue in the  foreseeable
future.   Volatility  in results of operations is generally  attributable  to
fluctuations, which can be substantial, in broiler sales prices and  cost  of
feed  grains.   Broiler  sales  prices tend to fluctuate  due  to  supply  of
chicken,  viability of export markets, supply and prices of  competing  meats
and  proteins,  animal health factors in the global meat sector  and  general
economic conditions.

Broiler sales prices were generally strong during most of fiscal 2002 due  to
an  improved  supply/demand balance. Strong export demand,  principally  from
Russia,  favorably  impacted  both foreign and domestic  markets  and  fueled
higher broiler prices through the first eight months of fiscal 2002. However,
on  March  10, 2002, Russia banned the import of U.S. poultry.  This  led  to
downward  pressure  on  broiler sales prices due to excess  domestic  supply.
Export  sales industry-wide declined by approximately 20% during  the  fourth
quarter  of fiscal 2002. Although the Russian ban on U.S. imports was  lifted
in  April  2002 and product specifications and other issues were resolved  in
August  2002, fiscal 2003 sales to Russia were 60% below levels prior to  the
embargo.  Increased domestic supplies and higher supplies of competing  meats
continued the downward pressure on broiler sales prices through the  majority
of  fiscal  2003. Resumption of export sales to Russia and improved  domestic
demand  for  chicken products contributed to improved broiler prices  through
fiscal 2004.  Domestic demand was driven by new product introductions in fast
food  and quick service restaurants and higher overall per capita consumption
of chicken.

Market  prices for broiler products reached their highest levels  since  1999
during our 2004 fiscal year.  However, broiler sales prices have declined  in
the quarter ended October 2, 2004 from the June 2004 quarter due to increased
supply and higher inventory levels and are not expected to improve during the
next  fiscal quarter ending January 1, 2005.  Net operating margins  for  the
next  fiscal  quarter are expected to be adversely affected by lower  average
broiler sales prices as compared to the current quarter ended October 2, 2004
and the comparable quarter ended December 27, 2003.

According  to the USDA World Agricultural Outlook Board (WAOB), the  forecast
for calendar 2004 U.S. broiler meat production is 33.76 billion pounds, ready-
to-cook  weight, 4.2%  above  the  32.40  billion  pounds  produced in

                                                                      Page 17

calendar  2003.   The WAOB October estimate for calendar  2005  broiler  meat
production  is  34.85  billion pounds, which is  a  3.2%  increase  from  the
calendar 2004 estimate.

Our export sales historically have been less than 10% of total net sales. Our
export  sales, which we define as sales other than to customers in the United
States  or  Canada,  for fiscal 2002, 2003, 2004 and for the  quarter  ending
October  2, 2004 were $74.2 million, $56.4 million, $99.2 million  and  $25.8
million,  respectively. The U.S. poultry industry historically  has  exported
15%  to  20%  of  domestic production, principally dark  meat  products.  Any
disruption  in  the export markets can significantly impact domestic  broiler
sales  prices  by creating excess domestic supply. Starting in  fiscal  2000,
poultry  export markets strengthened as demand from Russia increased  due  to
changes in import tariffs and improved economic conditions due to the rise in
world  oil  prices,  which  led  to increased consumption.  Increased  demand
continued through fiscal 2001 due in part to the ban on red meat imports from
the  European Union. Strong export sales continued through the first half  of
fiscal 2002, increasing 49% over the same period in fiscal 2001. However, due
to  the  Russian  ban,  export  sales for the last  quarter  of  fiscal  2002
decreased 32.6% from export sales in the same period in fiscal 2001. The drop
in  export  sales continued in fiscal 2003, decreasing 24% from fiscal  2002.
Due  to  the resumption of sales to Russia, export sales in fiscal June  2004
and for the quarter ending October 2, 2004 were significantly higher than for
the  same  periods  in  2003.  In December 2003, Russia implemented  a  quota
system  that has reduced U.S. poultry imports by an estimated 30% from levels
prior  to  the  embargo. This quota could negatively affect  our  exports  in
future  periods.  During  several months in 2004, China,  Japan  and  several
smaller  chicken  importing countries banned all imports of  certain  broiler
products  from  the United States due to chickens in several  states  testing
positive  for  avian influenza. Also, as a result of this event,  Russia  and
Hong  Kong  banned  the import of broiler products from the affected  states.
Although our broiler production operations are not located in the states that
were  affected,  any  implementation of similar  bans  in  the  future  could
negatively affect our results of operations.

The  cost  of  feed  grains,  primarily corn  and  soybean  meal,  represents
approximately 60% of total live broiler production costs or approximately 35%
of  the Company's cost of sales.  Prices of feed grains fluctuate in response
to  worldwide  supply  and demand.  Corn and soybean  meal  prices  increased
significantly  in  fiscal  2003 with soybean meal prices  further  increasing
significantly  in fiscal 2004, due to stronger worldwide demand  and  reduced
U.S.  crops  due  to  weather  problems in grain  producing  areas.   Barring
widespread  weather or other problems, worldwide soybean and corn  production
is  expected to increase, which may favorably impact feed ingredient costs in
fiscal 2005.  The U.S. grain harvest is approximately 80% complete, and  both
cash and futures market prices for soybean meal and corn have declined.

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.  In March 2004, we improved our capital  position  and
financial leverage through the issuance of the senior notes. In October 2004,
our  capital  position  was further improved through the  conversion  of  the
Company  from a cooperative marketing association to a for-profit corporation
and  the  completion of our initial public stock offering.  The

                                                                      Page 18


proceeds from the offering and $46.9 million of cash on hand will be used  to
provide  cash to Gold Kist members in connection with the conversion  and  to
repay certain indebtedness.

General issues such as increased domestic and global competition in the  meat
industry,  heightened  concerns over the safety  of  the  U.S.  food  supply,
volatility  in  feed  grain commodity prices and export  markets,  increasing
government  regulation  over animal production and  animal  welfare  activism
continue as significant risks and challenges to profitability and growth both
for Gold Kist and the broiler industry.  References in this transition 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

Net Sales Volume

Gold  Kist's net sales volume for the quarter ended October 2, 2004 increased
25.1% compared to the quarter ended September 27, 2003.  The increase in  net
sales  volume was due primarily to an approximate 10.6% increase  in  average
broiler sales prices and a 13.3% increase in broiler pounds produced and sold
for  the  quarter  ended  October 2, 2004.  The  extra  week  in  the  period
contributed approximately two-thirds of the increase in broiler pounds  sold.
An  overall  strengthening  economy, favorable  production  levels,  improved
export demand and higher prices in the beef and pork meat sectors contributed
to  stronger  demand  and higher broiler sales prices in  the  quarter  ended
October  2,  2004  as compared to the September 2003 quarter.   Current  diet
trends  emphasizing  low  fat  proteins  such  as  chicken  and  new  product
introductions in fast food and quick service restaurants have also  favorably
impacted  product  demand.  However, average broiler  sales  prices  for  the
quarter  ended  October 2, 2004 were 9.1% below prices for the quarter  ended
June  26,  2004.   Increased supply was the principal factor leading  to  the
decline  of  prices  from the June quarter.  Broiler sales  prices  have  not
improved  in  recent weeks and this trend is expected to  continue  at  least
through the next fiscal quarter ending January 1, 2005.

Our  export sales of $25.8 million for the quarter ended October 2, 2004 were
40.5%  higher than the September 2003 quarter, due to increased  prices,  the
continuation  of  shipments  to  Russia  and  increased  demand  from   other
countries.   In  addition, the extra week in the period  contributed  to  the
increase.   Our export sales to Russia increased 55.1% in pounds shipped  and
56.0%  in dollar value from $5.4 million for the quarter ended September  27,
2003 to $8.5 million for the quarter ended October 2, 2004.

Net Operating Margins

The  Company had net operating margins of $58.8 million for the quarter ended
October  2,  2004 compared to net operating margins of $38.4 million  in  the
comparable  period last year.  The increase in net operating margins  in  the
September  2004  period  as compared to the September  2003  period  was  due
primarily  to  higher broiler selling prices and increased volume,  partially
offset  by  higher  feed  ingredient  costs, principally soybean meal.  Feed

                                                                      Page 19

costs  for  the  quarter  ended October 2, 2004 were 23.9%  higher  than  the
quarter ended September 27, 2003.  This increase was due primarily to a 38.1%
increase in the Company's average per ton price of soybean meal and  a  12.5%
increase in the Company's average per bushel price of corn compared to prices
in  the comparable period in the prior year.  The increased feed grain  costs
were due primarily to adverse weather conditions experienced late in the 2003
growing  season.  Feed costs for the quarter ended October 2, 2004 were  1.0%
below feed costs for the quarter ended June 26, 2004.  This decrease was  due
primarily  to  a 9.9% decrease in the Company's average per bushel  price  of
corn  partially  offset by a 4.8% increase in the Company's average  per  ton
price  of soybean meal as compared to prices in the quarter ended June  2004.
Although  cash market prices for both soybean meal and corn declined  in  the
quarter  ended October 2, 2004, the Company's ability to benefit  from  these
price  declines was mitigated by priced forward purchase contracts that  were
entered  into  in order to secure a portion of the Company's feed  ingredient
requirements.   This was the result of cash market prices  for  both  soybean
meal  and corn below the prices that were fixed on a portion of the Company's
forward purchase contracts.

The  27.8% year-to-date increase in distribution, administrative and  general
expenses was principally due to the additional week of expenses and increased
incentive  compensation accruals associated with the higher net  margins  for
the quarter ended October 2, 2004 compared to the September 2003 period.   We
also  experienced  higher benefit costs during the quarter ended  October  2,
2004, which contributed to the increase.

Expenses  of  $2.5  million  including  legal,  printing,  distribution   and
accounting  fees related to the conversion of the Company from a  cooperative
marketing association to a for-profit corporation are deducted in determining
net  operating  margins.  Also included are advisory fees and legal  expenses
related to an unsolicited proposal to acquire the Company received in October
2004.  The Company expects additional conversion expenses approximating  $3.0
million in the quarter ending January 1, 2005.

Other Deductions

Other deductions, including interest expense and miscellaneous, totaled  $6.0
million  for the quarter ended October 2, 2004, compared to $3.2 million  for
the comparable period last year.

Interest  expense  was $8.5 million for the quarter ended  October  2,  2004,
compared to $7.6 million for the comparable period last year. The increase in
interest  expense  was  principally due to the higher interest  rate  on  the
senior  notes  as  compared  to  the  average  rates  on  other  indebtedness
outstanding at September 27, 2003 that was repaid with the proceeds from  the
senior notes in March 2004.

Miscellaneous,  net  was  an income of $1.8 million  for  the  quarter  ended
October  2,  2004,  compared to $4.2 million for the comparable  period  last
year.   Gains from the sale of assets and from the settlement in August  2003
of notes receivable that exceeded their carrying value were the primary items
resulting  in  the  income amount in the September 2003 quarter.   The  notes
receivable  were  acquired from the parent corporation of the  other  general
partner  of a pecan processing and marketing partnership dissolved in January
2003.  Income  from  a  hog  production  joint venture with another

                                                                      Page 20


regional cooperative was $1.1 million for the quarter ended October  2,  2004
as  compared to $0.3 million for the quarter ended September 27, 2003 due  to
improved hog market prices brought about by increased demand.

Income Tax Expense

For  the  quarter  ended  October 2, 2004, our  combined  federal  and  state
effective  income tax rate used to calculate the tax expense on  the  margins
before  income taxes was 35.6%.  Income tax expense for the periods presented
reflects  income taxes at statutory rates adjusted principally for  available
tax  credits  and deductible nonqualified cash patronage refunds  and  equity
redemptions.

                       LIQUIDITY AND CAPITAL RESOURCES

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

In  March 2004, the Company issued $200.0 million aggregate principal  amount
of  senior  notes.   The interest rate on the senior notes  is  10.25%,  with
interest  payable  semi-annually on March 15 and September  15.   The  senior
notes  were  issued  at  a  price of 98.47% and  are  reflected  net  of  the
unamortized discount of $3.0 million in the accompanying consolidated balance
sheet  at  October 2, 2004.  We repaid approximately $70.0 million  of  these
notes,  plus the payment of $7.2 million in prepayment penalties, on November
12,  2004  with  a portion of the proceeds from the Company's initial  public
offering completed on October 13, 2004.  The repayment of $70.0 million,  the
prepayment  penalty  of  $7.2  million  and the write-off of 35% of  deferred
financing  costs  totaling  $2.9 million will be recorded in the consolidated
financial statements for the quarter ended January 1, 2005.

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 October 2, 2004,
we  had  approximately  $93.7  million available  for  borrowing  under  this
facility.

The terms of debt agreements 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 debt agreements place a limitation on
capital expenditures, equity distributions, cash patronage refunds, commodity
hedging  contracts  and  additional  loans,  advances  or  investments.   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).

                                                                      Page 21


At  October 2, 2004, we were in compliance with all applicable loan covenants
and other credit facilities.

For  the quarter ended October 2, 2004, cash provided by operating activities
was  $90.2  million  compared to cash provided from operating  activities  of
$41.9  million for the quarter ended September 27, 2003.  The increased  cash
flow  was due to the operating results for the quarter ended October 2,  2004
as  adjusted  for non-cash items, principally depreciation and  amortization,
and deferred income taxes.  Cash used in financing activities for the quarter
ended  October  2, 2004 was $9.1 million compared to $37.2  million  for  the
comparable  September  2003 period.  The payment of  the  $5.9  million  cash
portion  of  the fiscal 2004 nonqualified patronage refund was the  principal
item  in  the  net  cash used in financing activities for the  quarter  ended
October  2, 2004.  At October 2, 2004, the Company had cash of $162.0 million
invested in short term interest bearing instruments.

Working capital and patrons' and other equity were $347.9 million and  $317.5
million,  respectively, at October 2, 2004 as compared to $345.2 million  and
$284.6  million,  respectively, at June 26, 2004.  Working  capital  provided
through earnings and higher current asset levels contributed to the increase
as  of October 2, 2004 as compared to June 26, 2004. The increase in patrons'
and  other  equity reflects the net margins for the quarter ended October  2,
2004  partially offset by $0.8 million of equity redemptions and $2.3 million
representing  the accrued cash portion of the quarter ended October  2,  2004
patronage  refunds reclassified to a current liability. We  expect  the  cash
portion of the patronage refund will be paid in December 2004.

For  the  quarter ended October 2, 2004, cash expenditures were approximately
$0.5  million  for  equity redemptions, net of insurance  proceeds  from  our
equity  insurance program.  In August 2003, our Board of Directors  suspended
the  early  cashing  of notified equity at the request  of  the  holder,  but
continued  to  pay  the  full face value to the estates  of  deceased  equity
holders,  subject  to  a  $4.0  million annual  limitation  on  total  equity
cashings. The redemption of patrons' equity was subject to the discretion  of
our  Board of Directors. As a consequence of the conversion of Gold Kist from
a cooperative marketing association to a for-profit corporation, all members'
and  former  member  equity holders' patronage equity has been  redeemed  for
cash,  exchanged  for common stock or both, and the equity insurance  program
has been discontinued.

We  spent approximately $25.2 million in capital expenditures for the quarter
ended  October 2, 2004, which includes expenditures for expansion of  further
processing capacity and technological advances in our poultry production  and
processing.   In   addition,  capital  expenditures  included   other   asset
improvements and necessary replacements. Management plans to fund fiscal 2005
capital  expenditures 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


                                                                      Page 22


2004  and  plan  to  make  an additional contribution of  approximately  $7.5
million in November 2004.

We  issued  12,000,000  shares  of our common stock  in  our  initial  public
offering  at  a  price  of  $11.00 per share and converted  to  a  for-profit
corporation  on  October  13,  2004.   In  November  2004,  the  underwriters
exercised  their overallotment option to purchase an additional  1.6  million
shares  at the offering price of $11.00 per share.  We will distribute  $46.9
million  of  our  cash  on hand as well as the remaining  proceeds  from  our
initial  public  offering  to members and former  member  equity  holders  in
connection  with  our  conversion and redemption. We  expect  to  make  these
payments in December 2004.

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

Important Considerations Related to Forward-Looking Statements

The  statements contained in this report regarding our future  financial  and
operating  performance and results, business strategy, market prices,  future
commodity price risk management activities, plans and forecasts and other
statements  that are not historical facts are forward-looking statements,  as
defined  in  Section  27A  of  the Securities Act  and  Section  21E  of  the
Securities  Exchange  Act of 1934, as amended. We have based  these  forward-
looking  statements on our current assumptions, expectations and  projections
about future events.

We   use   the  words  "may,"  "will,"  "expect,"  "anticipate,"  "estimate,"
"believe," "continue," "intend," "should," "would," "could", "plan," "budget"
and  other  similar words to identify forward-looking statements. You  should
read  statements  that  contain these words carefully  because  they  discuss
future  expectations, contain projections of results of operations or of  our
financial  condition and/or state other "forward-looking" information.  These
statements  may  also involve risks and uncertainties that  could  cause  our
actual results of operations or financial condition to materially differ from
our expectations, including, but not limited to:

     - fluctuations in the cost and availability of raw materials,  such
       as feed ingredients;
     - changes  in  the  availability and relative costs  of  labor  and
       contract growers;
     - market  conditions  for finished products, including  competitive
       factors and the supply and pricing of alternative meat proteins;
     - effectiveness of our sales and marketing programs;
     - disease    outbreaks   affecting   broiler   production    and/or
       marketability of our products;
     - contamination  of  products, which can lead to product  liability
       and product recalls;
     - access   to  foreign  markets  together  with  foreign   economic
       conditions;

                                                                    Page 23


     - acquisition activities and the effect of completed acquisitions;
     - pending or future litigation;
     - the  ability  to obtain additional financing or make payments  on
       our debt;
     - regulatory   developments,   industry   conditions   and   market
       conditions; and
     - general economic conditions.

Any   forward-looking  statements  in  this  report  are  based  on   certain
assumptions and analysis made by us in light of our experience and perception
of  historical  trends, current conditions, expected future developments  and
other   factors   that  we  believe  are  appropriate   under   the   current
circumstances. However, events may occur in the future that we are unable  to
accurately  predict,  or  over  which we  have  no  control.  Forward-looking
statements  are not a guarantee of future performance and actual  results  or
developments  may  differ  materially from expectations.  You  are  therefore
cautioned not to place undue reliance on such forward-looking statements.  We
do  not  intend  to update any forward-looking statements contained  in  this
document.  When considering our forward-looking statements, also keep in mind
the  risk factors and other cautionary statements in this report and in other
reports that we file with the Securities and Exchange Commission.

Critical Accounting Policies

There  were no material changes in the Company's critical accounting policies
during the quarter ended October 2, 2004.

Effects of Inflation

The  major  factor affecting our net sales volume 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  May 2004, the FASB issued FASB Staff Position No. SFAS 106-2, "Accounting
and  Disclosure  Requirements  Related  to  the  Medicare  Prescription  Drug
Improvement  and  Modernization  Act  of  2003,"  or  FSP  106-2.  FSP  106-2
supersedes FSP 106-1 issued in January 2004 and sets forth accounting for the
impact  of the Medicare Prescription Drug Improvement, and Modernization  Act
of  2003  for  employers  that sponsor postretirement healthcare  plans  that
provide prescription drug benefits. Due to the substantial curtailment of our
postretirement medical benefits plan, FSP 106-2 will not have  a  significant
impact on our consolidated financial statements.

                                                                    Page 24

                                Risk Factors

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. Broiler sales prices have  recently
declined and are not expected to continue at fiscal 2004 levels.

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

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

Furthermore,  the production of feed ingredients is positively or  negatively
affected by weather patterns throughout the world, the global level of supply
inventories  and  demand for feed ingredients, as well  as  the  agricultural
policies of the United States and foreign governments. In particular, weather
patterns  often change agricultural conditions in an unpredictable manner.  A
sudden and significant change in weather patterns could affect the supply  of
feed  ingredients,  as  well as both the industry's  and   our   ability   to
obtain  feed  ingredients,  grow broilers and deliver

                                                                      Page 25

products.  Any  such  change would have a material  negative  impact  on  our
business and results of operations. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations."

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

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

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

Sales  to  our top ten customers represented approximately 32.8% of  our  net
sales  during  the  quarter ended October 2, 2004  and  during  such  period,
approximately 11.3% of our net sales were to our largest customer. We do  not
have  long-term contracts with any of our major customers and, as  a  result,
any  of  our  major  customers could significantly decrease  or  cease  their
business  with us with limited or no notice. If we lost one or  more  of  our
major  customers,  or  if  one or more of our major  customers  significantly
decreased  its orders from us, our business, sales and results of  operations
could be materially and adversely affected.

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

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

                                                                    Page 26

United  States due to several chickens in Delaware and Texas testing positive
for  avian  influenza. Also as a result of this event, Russia and  Hong  Kong
banned the import of broiler products from Delaware and Texas for a period of
time.  Any implementation of similar bans in the future or the implementation
of  quotas  or other import restrictions would adversely affect our  domestic
and export sales and our results of operations.

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

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

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

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

                                                                      Page 27

product  is not contaminated when it leaves our facility, illness  and  death
may  result  if  the  pathogens  are  not  also  eliminated  at  the  further
processing,  foodservice  or  consumer  level.  Increased  sales of further-
processed  products  could lead to increased risks  in  this  area.  Even  an
inadvertent shipment of contaminated products is a violation of law  and  may
lead  to  increased  risk  of exposure to product liability  claims,  product
recalls  (which  may  not  entirely mitigate the risk  of  product  liability
claims)  and increased scrutiny by federal and state regulatory agencies  and
may have a material adverse effect on our business, reputation and prospects.

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

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

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

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

Increased costs of transportation would negatively affect our profitability.

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

                                                                      Page 28

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.

                                                                      Page 29

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

We  have  approximately 16,000 employees, approximately 3,000  of  which  are
covered  by collective bargaining agreements and approximately 575  of  which
are  members of labor unions. We may be unable to maintain good relationships
with   these  labor  unions  or  to  successfully  negotiate  new  collective
bargaining  agreements on satisfactory terms in the future.  If  we  fail  to
maintain  good relationships with our employees generally or with such  labor
unions or fail to negotiate satisfactory collective bargaining agreements, or
if  non-unionized  operations were to become unionized, we could  face  labor
strikes  or work stoppages or other activity that could adversely affect  our
business and operations.

                                                                      Page 30

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 commodity inventories and  related
purchase  and  sale contracts. 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 October  2,  2004,  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 $151.7 million at October  2,  2004.  These
commitments  include  both  priced  and  unpriced  contracts.  Unpriced  feed
ingredient commitments are valued at market for the month of delivery  as  of
October 2, 2004.

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 $80.0 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% change in LIBOR would increase annual interest
expense  by  approximately  $1.4  million without  taking  into  account  any
repayment of indebtedness using proceeds from our initial public offering.

                                                                      Page 31


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 32

                         PART II:  OTHER INFORMATION

Item 1. Legal Proceedings.

        Legal Proceedings Terminated During the Period Covered by this Report

        Wylene Jordan, et al. V. Gold Kist Inc., et al.  On July 1, 2004, one
        member  and  six former members of Gold Kist filed a purported  class
        action  lawsuit  against  us, our chief  executive  officer  and  the
        members of Gold Kist's cooperative Board of Directors in the Superior
        Court  of  DeKalb County, Georgia.  The lawsuit sought to enjoin  the
        proposed  vote of our members on the approval of the merger  of  Gold
        Kist  Inc.  into Gold Kist Holdings Inc. alleging that  such  merger,
        which  would  result  in  the conversion of Gold  Kist  Inc.  from  a
        cooperative   marketing  association  to  a  for-profit  corporation,
        violated provisions of the Georgia Non-Profit Corporation Code and/or
        Gold  Kist's By-Laws.  The lawsuit also sought a declaratory judgment
        that the conversion did not comply with Gold Kist's By-Laws; that the
        conversion  does not comply with Georgia law; and that any conversion
        should  provide for an equitable distribution of the patronage equity
        by  exchanging an equivalent value of proceeds to the members  for  a
        percentage surrendered.  The lawsuit finally alleged that  our  chief
        executive officer and each member of Gold Kist's cooperative board of
        directors  breached  their fiduciary duty by approving  the  plan  of
        conversion  and  the offering.  On September 2, 2004,  an  order  for
        summary  judgment was entered in favor of all of the defendants,  and
        the Plaintiffs have agreed not to pursue any appeal.

Item 2. Changes in Securities and Use of Proceeds.

        On  October 6, 2004, the Securities and Exchange Commission  declared
        effective  the  Registration Statement on Form S-1 (Registration  No.
        333-116067) of the Company (formerly "Gold Kist Holdings Inc.")  with
        respect to the Company's common stock, par value $0.01 per share (the
        "Common  Stock").   Pursuant  to  this  registration  statement,  the
        Company  sold  12,000,000 shares of Common Stock in a firm-commitment
        underwritten offering.  In November 2004, the underwriters  exercised
        their  overallotment  option to purchase 1,600,000  shares  from  the
        Company.   In  connection with the plan of conversion  in  which  the
        Company  converted from a cooperative marketing association organized
        under   the   Georgia  Cooperative  Marketing  Act  to  a  for-profit
        corporation organized under the laws of Delaware, the Company  issued
        36,400,000 shares of Common Stock to members and former member equity
        holders of Gold Kist.

        The  lead  managing underwriter for the offering was  Merrill  Lynch,
        Pierce,  Fenner  & Smith Incorporated.  The co-managing  underwriters
        for  the  offering were J.P. Morgan Securities Inc., SunTrust Capital
        Markets, Inc., Piper Jaffray & Co. and Harris Nesbitt Corp.

        The  initial public offering closed on October 13, 2004 and  resulted
        in  gross  proceeds  of  $132.0  million,  and  net  proceeds,  after
        underwriting  discounts, commissions and other  expenses,  of  $119.4
        million.   The   exercise  of  the  over  allotment  option  by  the

                                                                      Page 33


        underwriters  will  result  in additional  gross  proceeds  of  $17.6
        million  and  net  proceeds of $16.5 million.  The Company  estimates
        that other expenses will equal approximately $4.0 million.  A portion
        of  the  proceeds  of  the offering was used to repay  $70.0  million
        aggregate  principal amount of our outstanding senior notes  plus  an
        additional $7.2 million of prepayment penalties on November 12, 2004.
        The  remaining proceeds of the offering, together with $46.9  million
        of  cash  on  hand will be used to distribute $105.6 million  to  our
        members  and  former  member equity holders for  certain  outstanding
        membership  interests and patronage equity either  in  redemption  of
        patronage equity immediately prior to the conversion or in connection
        with the conversion immediately after the closing of the offering.

        Other than as amounts paid to members or former member equity holders
        pursuant  to  the plan of conversion, none of the proceeds  from  the
        offering  was  paid  by the Company, directly or indirectly,  to  any
        director, officer or employee of the Company, or to any person owning
        ten  percent or more of any class of our equity securities, or to any
        affiliates of the Company.

                                                                      Page 34

Item 6.  Exhibits.

        Exhibits

         Designation of Exhibit in this Report  Description of Exhibit

         31                                     Section 302, Sarbanes-
                                                Oxley Act, Certifications

         32  *                                  Section 906, Sarbanes-
                                                Oxley Act, Certifications

         99                                     Press Release dated
                                                November 16, 2004

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

                                 SIGNATURES

Pursuant  to  the requirements of the Securities Exchange Act  of  1934,  the
registrant  has  duly caused this report to be signed on its  behalf  by  the
undersigned thereunto duly authorized.

                                              GOLD KIST INC.
                                               (Registrant)



Date    November 16, 2004
                                               John Bekkers
                                          Chief Executive Officer
                                        (Principal Executive Officer)




Date    November 16, 2004
                                               Stephen O. West
                                    Chief Financial Officer, Vice President
                                        (Principal Financial Officer)


                                                                  Page 34

Item 6.  Exhibits.

        Exhibits

         Designation of Exhibit in this Report  Description of Exhibit

         31                                     Section 302, Sarbanes-
                                                Oxley Act, Certifications

         32  *                                  Section 906, Sarbanes-
                                                Oxley Act, Certifications

         99                                     Press Release dated
                                                November 16, 2004

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


                                 SIGNATURES

Pursuant  to  the requirements of the Securities Exchange Act  of  1934,  the
registrant  has  duly caused this report to be signed on its  behalf  by  the
undersigned thereunto duly authorized.

                                              GOLD KIST INC.
                                               (Registrant)



Date    November 16, 2004                  /s/ John Bekkers
                                               John Bekkers
                                          Chief Executive Officer
                                        (Principal Executive Officer)




Date    November 16, 2004                  /s/ Stephen O. West
                                               Stephen O. West
                                    Chief Financial Officer, Vice President
                                        (Principal Financial Officer)