Exhibit 10.1.6


               SEVENTH AMENDMENT TO NOTE AGREEMENT


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

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

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

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

A.     Amendments.   Pursuant  to  paragraph  11C  of  the   Note
Agreement, the Company and the Required Holders hereby agree  the
Note Agreement is amended by deleting paragraph 6I thereof in its
entirety  and substituting in lieu thereof the following  revised
paragraph 6I:

          6I.  Hedging Contracts.  The Company shall not and
     shall  not  permit any Subsidiary to,  enter  into  any
     Hedging   Contract  except:  (a)  bona   fide   hedging
     transactions  in commodities that represent  production
     inputs  or  products to be marketed, or in  commodities
     needed  in  operations to meet manufacturing or  market
     demands,  provided  that  (i)  long  cash  or   futures
     positions and/or options strategies on corn and soybean
     meal and wheat shall in no event cover more than thirty-
     nine  weeks  of the Company's anticipated  requirements
     for  feed ingredients, shall have been entered into  in
     compliance  with  the  Company's Corporate  Policy  For
     Futures  Contracts approved by the Company's  Board  of
     Directors  on  April  24,  1998,  as  amended  by   the
     Executive Committee of the Gold Kist Board of Directors
     on  October  4,  2002  (and which may  be  subsequently
     amended  to  comply with this Section) and  shall  have
     been  approved by the Company's Hedging Committee;  and
     (ii) short positions on corn and soybean meal and wheat
     shall  be  restricted to those positions  that  at  all
     times relate in both amount and maturity to priced corn
     and  soybean  meal  and wheat owned or  contracted  for
     delivery  by  the  Company,  either  directly   or   by
     futures/and  or  options  positions;  and  (b)  foreign
     exchange  contracts, currency swap agreements, interest
     rate exchange agreements, interest rate cap agreements,
     interest  rate  collar  agreements  and  other  similar
     agreements   and  arrangements  which  are   reasonably
     related  to  existing indebtedness or to monies  to  be
     received or paid in foreign currencies.

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

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

          (a)  executed originals of this Amendment;

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

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

     2.    The  representations and warranties  contained  herein
shall be true on and as of the date hereof, and there shall exist
on  the  date hereof no Event of Default or Default; there  shall
exist  no  material  adverse change in the  financial  condition,
business   operation  or  prospects  of  the   Company   or   its
Subsidiaries  since  June 30, 2003; and the  Company  shall  have
delivered to Prudential an Officer's Certificate to such effect.

C.   Representations and Warranties.

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

     2.   The Company further represents and warrants as follows:

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

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

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

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

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

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

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

D.   Miscellaneous.

     1.   Reference to and Effect on the Note Agreement.

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

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

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

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

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

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

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

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

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


                              GOLD KIST INC.

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

                              THE PRUDENTIAL INSURANCE
                                COMPANY OF AMERICA

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


                              GATEWAY RECOVERY TRUST
                              By:  Prudential Investment
                              Management, Inc., as
                                 Asset Manager

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






                      CONSENT OF GUARANTORS

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


                              AGRATRADE FINANCING, INC.

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


                              CROSS EQUIPMENT COMPANY, INC.

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


                              GK FINANCE CORPORATION

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

                              GK PEANUTS, INC.

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



                              GK PECANS, INC.

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



                              LUKER INC.

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


                              AGRATECH SEEDS INC.

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


                              AGVESTMENTS, INC.

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


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