Exhibit 10.2.4


                   FOURTH AMENDMENT TO FOURTH AMENDED
                      AND RESTATED CREDIT AGREEMENT


      This  FOURTH  AMENDMENT  TO  FOURTH AMENDED  AND  RESTATED  CREDIT
AGREEMENT  (this  "Amendment") dated as of June 15, 2005,  is  made  and
entered  into by and among GOLD KIST INC. (formerly known as  Gold  Kist
Holdings  Inc.),  a Delaware corporation (the "Borrower"),  the  various
banks and other lending institutions and institutional investors as  are
listed  on  the  signature  pages hereof as Lenders  (collectively,  the
"Lenders"  and  individually,  a "Lender"),  and  COOPERATIEVE  CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW  YORK  BRANCH,
as  agent for the Lenders (the "Agent").  All capitalized terms used but
not  otherwise defined herein shall have the meanings set forth  in  the
Credit Agreement (defined below).

                          W I T N E S S E T H:

     WHEREAS, the Borrower, the Lenders, the Agent, and the other agents
party  thereto are parties to that certain Fourth Amended  and  Restated
Credit  Agreement dated as of March 10, 2004, as amended by that certain
First Amendment to Fourth Amended and Restated Credit Agreement dated as
of  July  16, 2004, that certain Second Amendment to Fourth Amended  and
Restated  Credit  Agreement dated as of September  28,  2004,  and  that
certain  Third Amendment to Fourth Amended and Restated Credit Agreement
dated  as  of  March  1,  2005  (as amended and  as  otherwise  amended,
restated,  supplemented or otherwise modified from  time  to  time,  the
"Credit Agreement"); and

      WHEREAS, the Borrower has requested that the Agent and the Lenders
amend  certain provisions of the Credit Agreement and the Agent and  the
Lenders  have agreed to such amendments on the terms and conditions  set
forth in this Amendment;

     NOW THEREFORE, in consideration of the foregoing premises and other
good  and  valuable consideration paid by each party to the  other,  the
receipt  and  sufficiency of which are hereby acknowledged, the  parties
hereby agree as follows:

          1.    Amendment  to  Section  1.1  of  the  Credit  Agreement.
     Section  1.1,    Definitions, is hereby  modified  and  amended  by
     amending  and  restating the definition of "Capital Asset"  in  its
     entirety as follows:

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

          2.    Amendment  to  Section  7.2  of  the  Credit  Agreement.
     Section  7.2,    Limitation  on  Restricted  Payments,  is   hereby
     modified and amended by deleting the reference to "$60,000,000"  in
     clause   (b)  of  such  Section  and  in  place  thereof  inserting
     "$80,000,000".

          3.    Strict Compliance.  Except for the amendments set  forth
     above,  the  text  of the Credit Agreement and the  Loan  Documents
     shall  remain  in full force and effect.  The Borrower acknowledges
     and expressly agrees that the Lenders reserve the right to, and  do
     in fact, require strict compliance with all terms and provisions of
     the Credit Agreement and the other Loan Documents.

          4.    Representations  and Warranties.   The  Borrower  hereby
     represents  and warrants in favor of the Agent and each  Lender  as
     follows:

               (a)   the  Borrower has the corporate power and authority
          (i)  to enter into this Amendment, and (ii) to do all acts and
          things  as are required or contemplated hereunder to be  done,
          observed and performed by it;

               (b)   this  Amendment  has been duly authorized,  validly
          executed  and delivered by one or more authorized  signatories
          of  the Borrower, and constitutes the legal, valid and binding
          obligation  of the Borrower, enforceable against the  Borrower
          in accordance with its terms;

               (c)   the  execution and delivery of this  Amendment  and
          performance by the Borrower under the Credit Agreement do  not
          and will not require the consent or approval of any regulatory
          authority   or   governmental  authority  or   agency   having
          jurisdiction  over  the Borrower which has  not  already  been
          obtained,   nor  contravene  or  conflict  with  the   charter
          documents  of the Borrower, or the provisions of any  statute,
          judgment,   order,   indenture,   instrument,   agreement   or
          undertaking, to which  the Borrower is a party or by which any
          of its properties are or may become bound; and

               (d)   as  of the date hereof, and after giving effect  to
          this Amendment (i) no Default or Event of Default exists under
          the   Credit  Agreement,  and  (ii)  each  representation  and
          warranty  set  forth in Article 5 of the Credit  Agreement  is
          true and correct in all material respects.

          5.    Loan Document.  This Amendment shall be deemed to  be  a
     Loan Document for all purposes.

          6.    Expenses.   The  Borrower agrees to pay  all  reasonable
     expenses  of  the Agent incurred in connection with this  Amendment
     and the other agreements, instruments and documents to be delivered
     in  connection therewith, including, without limitation,  all  fees
     and expenses of counsel to the Agent.

          7.   Counterparts.  This Amendment may be executed in multiple
     counterparts, each of which shall be deemed to be an  original  and
     all  of  which, taken together, shall constitute one and  the  same
     agreement.   Any  signatures delivered  by  a  party  by  facsimile
     transmission  or  by e-mail transmission of an  adobe  file  format
     document  (also  known as a PDF file) shall be deemed  an  original
     signature hereto.

          8.   Governing Law.  This Amendment shall be deemed to be made
     pursuant  to  the  laws  of the State of  New  York  applicable  to
     contracts  made  and  performed in the State of  New  York  without
     regard  to  the  conflict  of laws principles  thereof  other  than
     Sections 5-1401 and 5-1402 of New York General Obligations Law.

          9.    Conditions  to Effectiveness.  This Amendment  shall  be
     effective  as of the date first written above upon the satisfaction
     of  the  following conditions, which shall be satisfactory in  form
     and substance to the Agent:

               (a)   Execution.   This Amendment shall  have  been  duly
          executed  and  delivered by the Borrower, the  Agent  and  the
          Required Lenders; and

               (b)  Other Matters.  The Loan Parties shall have provided
          such  other information, documents, instruments and  approvals
          as the Agent or the Agent's counsel may reasonably require.

          10.   Reference to and Effect on the Loan Documents.  Upon the
     effectiveness of this Amendment, on and after the date hereof, each
     reference in the Credit Agreement to "this Agreement", "hereunder",
     "hereof" or words of like import referring to the Credit Agreement,
     and  each  reference  in the other Loan Documents  to  "the  Credit
     Agreement",  "thereunder",  "thereof"  or  words  of  like   import
     referring to the Credit Agreement, shall mean and be a reference to
     the Credit Agreement as amended hereby.


         (THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK)

      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Amendment  to  be  duly  executed and  delivered  by  their  duly
authorized officers as of the day and year first above written.

BORROWER:                        GOLD KIST INC. (formerly known
                                 as Gold Kist Holdings Inc.)


                                 By:   /s/ Stephen O. West
                                    Name:  Stephen O. West
                                    Title: Chief Financial Officer,
                                           Vice President



                                 By:   /s/ Michael I. Naumann
                                    Name:  Michael I. Naumann
                                    Title: Treasurer



                                         [CORPORATE SEAL]


AGENT, L/C ISSUER AND LENDER:    COOPERATIEVE CENTRALE
                                 RAIFFEISEN-BOERENLEENBANK B.A.,
                                 "RABOBANK NEDERLAND", NEW YORK
                                 BRANCH


                                 By:   /s/ Michalene Donegan
                                    Name:  Michalene Donegan
                                    Title: Executive Director


                                 By:   /s/ Rebecca O. Morrow
                                    Name:  Rebecca O. Morrow
                                    Title: Executive Director


                   (SIGNATURES CONTINUE ON NEXT PAGE)

LENDERS:                         SUNTRUST BANK


                                 By:   /s/ Hugh E. Brown
                                    Name:  Hugh E. Brown
                                    Title: Vice President

                                 ING CAPITAL LLC


                                 By:   /s/ Lina A. Garcia
                                    Name:  Lina A. Garcia
                                    Title: Vice President

                                 HARRIS N.A. (formerly known as
                                 Harris Trust and Savings Bank)


                                 By:   /s/ Philip Langheim
                                    Name:  Philip Langheim
                                    Title: Vice President

                                 U.S. BANK NATIONAL ASSOCIATION


                                 By:   /s/ Jay Wefel
                                    Name:  Jay Wefel
                                    Title: Vice President

                                 COBANK, ACB


                                 By:   /s/ Jim Stutzman
                                    Name:  Jim Stutzman
                                    Title: Vice President


               (SIGNATURES CONTINUE ON NEXT PAGE)



                                 NATEXIS BANQUES POPULAIRES


                                 By:   /s/ Stephen A. Jendras
                                    Name:  Stephen A. Jendras
                                    Title: Vice President


                                 By:   /s/ Vincent Lauras
                                    Name:  Vincent Lauras
                                    Title: Managing Director

                                 THE CIT GROUP/BUSINESS CREDIT,
                                 INC.


                                 By:   /s/ John F. Bohan
                                    Name:  John F. Bohan
                                    Title: Vice President

                                 GREENSTONE FARM CREDIT
                                 SERVICES, FLCA


                                 By:   /s/ Alfred S. Compton, Jr.
                                    Name:  Alfred S. Compton, Jr.
                                    Title: VP/Sr. Lending Officer


                          CONSENT OF GUARANTORS

      We,  the undersigned, each as a Guarantor pursuant to  that
certain  Third Amended and Restated Subsidiary Guaranty dated  as
of   the   10th  day  of  March,  2004  (as  amended,   restated,
supplemented  or  otherwise  modified  from  time  to  time,  the
"Guaranty"), hereby each (a) acknowledge receipt of a copy of the
foregoing Amendment, 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 Amendment and any and all
documents  executed  in  connection therewith  shall  not  alter,
amend,   reduce   or  modify  our  respective   obligations   and
liabilities under the Guaranty.


                              AGRATECH SEEDS INC.          (SEAL)



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


                              AGRATRADE FINANCING, INC.    (SEAL)



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


                              CROSS EQUIPMENT COMPANY, INC. (SEAL)



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


                              GK FINANCE CORPORATION       (SEAL)



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


                              GK PEANUTS, INC.             (SEAL)



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


                              GK PECANS, INC.              (SEAL)



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


                              LUKER INC.                   (SEAL)



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


                              AGVESTMENTS, INC.            (SEAL)



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