Exhibit B-4(f)(12)





                                                   EXECUTION COPY


                   SECOND AMENDMENT AND WAIVER
                        TO NOTE AGREEMENT


     This   Second   Amendment,  dated  March  30,   2002   (this
"Amendment")  to that certain Consolidated, Amended and  Restated
Note  Agreement dated as of November 3, 2000, (as amended by  the
amendment  dated  as of October 23, 2001, the  "Note  Agreement")
between  Gold  Kist  Inc.,  a cooperative  marketing  association
organized  and  existing under the laws of the State  of  Georgia
(the  "Company"), and The Prudential Insurance Company of America
("Prudential")  both on its own behalf and as asset  manager  for
Gateway Recovery Trust.

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

     WHEREAS,  capitalized terms used herein  and  not  otherwise
defined  shall have the meanings set forth in the Note Agreement;
and

     WHEREAS, GC Properties owns the real property located at 244
Perimeter Parkway Northeast, Atlanta, Georgia 30346, a portion of
which is leased by the Company from GC Properties for use as  the
Company's corporate headquarters and principal place of  business
(the "Headquarters Building"); and

     WHEREAS,  GC  Properties desires to obtain  an  increase  in
Indebtedness  with respect to the Headquarters  Building  as  set
forth  on  Schedule 6L to the Note Agreement  in  the  amount  of
$5,000,000 to make certain necessary improvements and renovations
to  the Headquarters Building (the "Additional GC Indebtedness");
and

     WHEREAS,  Paragraph 6L of the Note Agreement  prohibits  the
incurrence of the Additional GC Indebtedness; and

     WHEREAS,  the Company owns certain real property located  in
Moultrie,  Georgia,  formerly utilized by  the  Company  and  its
affiliates  for  cotton  production  operations  (the   "Moultrie
Facility") and the Company desires to sell the Moultrie  Facility
(the  "Moultrie  Sale") for a purchase price  of  not  less  than
$1,800,000; and

     WHEREAS,  Paragraph  5K of the Note Agreement  requires  the
Company  to make mandatory prepayments to the Senior Note Holders
and  the  lenders under the Bank Agreement in an amount equal  to
100%  of  the  net  proceeds from the Moultrie  Sale,  with  such
mandatory  prepayments to be made to such lenders and the  Senior
Note  Holders  on  a  pro-rata basis  based  upon  the  principal
outstanding  under  their  respective  Senior  Notes  and  loans,
pursuant  to  Paragraph  5K(ii)  of  the  Note  Agreement    (the
"Mandatory Prepayment"); and

     WHEREAS, GK Pecans, Inc. (a Subsidiary of the Company)  owns
twenty-five  percent  (25%) of the total outstanding  partnership
interests  in  Young Pecan, and Y Pecans Inc., a  South  Carolina
corporation  owns  seventy-five  percent  (75%)  of   the   total
outstanding partnership interests in Young Pecan; and

     WHEREAS,  in  connection  a certain Restructuring  Agreement
dated  as  of December 17, 2001 among Young Pecan, its  partners,
and  their respective parent companies, the Company has  obtained
operating control of Young Pecan and is obligated under  GAAP  to
include   Young   Pecan's  financial  statements   on   a   fully
consolidated  basis with the Company's financial statements  (the
"Young Pecan Consolidation"); and

     WHEREAS, the Company has requested that Prudential amend (a)
the  definitions  of  Subsidiary and Indebtedness  set  forth  in
Paragraph 10 of the Note Agreement to provide for the Young Pecan
Consolidation  and  (b)  Paragraph 6L of the  Note  Agreement  to
provide for the Additional GC Indebtedness; and

     WHEREAS,  the  Company  has also requested  that  Prudential
waive  the provisions of Paragraph 5K of the Note Agreement  with
respect to the Mandatory Prepayment to allow the net proceeds  of
the Moultrie Sale to be retained by the Company; and

     WHEREAS,  Prudential is willing to enter into this Amendment
subject  to  the satisfaction of conditions and terms  set  forth
herein;

     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.    Pursuant to paragraph 11C of the Note Agreement the Company
and  Prudential  hereby agree that the Note  Agreement  shall  be
amended as follows:

     1.    Paragraph  6L.   Paragraph 6L(d)  is  amended  in  its
entirety to read as follows:

          (d)   Indebtedness for Money Borrowed in  existence  on
     the  date  hereof, and set forth on Schedule  6L;  provided,
     however,  in  connection with the mortgage facility  on  the
     corporate  headquarters building owned by GC  Properties  as
     set  forth  on  Schedule 6L, such mortgage facility  may  be
     increased  by an amount not to exceed $5,000,000  after  the
     date hereof."

     2.   Paragraph 10.  Paragraph 10 of the Note Agreement shall
be  amended  by  deleting the definitions of "Consolidated  Total
Debt",  "Indebtedness",  "Subsidiary" and  "Total  Debt"  and  by
replacing them with the following definitions:

          `Consolidated Total Debt' shall mean (a) Total Debt  of
     the Company and its Subsidiaries, plus (b) the Total Debt of
     any  other Person (other than Young Pecan during the  period
     in  which Young Pecan is not deemed to be a "Subsidiary"  as
     described  in  the  last  sentence  of  the  definition   of
     "Subsidiary") which (i) has been guaranteed by  the  Company
     or any Subsidiary or (ii) is supported by a letter of credit
     issued for the account of the Company or any Subsidiary, all
     consolidated in accordance with GAAP.

          `Indebtedness'  of  any  Person  shall  mean,   without
     duplication  (a)  all obligations of such  Person  which  in
     accordance with GAAP would be shown on the balance sheet  of
     such  Person  as a liability (including, without limitation,
     obligations for borrowed money and for the deferred purchase
     price  of  property  or services, obligations  evidenced  by
     bonds,  debentures, notes or other similar instruments,  and
     such Person's pro-rata share of any obligations of a general
     partnership  in  which such Person is the general  partner);
     (b)  all  rental  obligations under leases  required  to  be
     capitalized  under GAAP; (c) all Guaranties of  such  Person
     (including   contingent  reimbursement   obligations   under
     undrawn  letters  of  credit); (d)  Indebtedness  of  others
     secured  by  any  Lien upon property owned by  such  Person,
     whether  or  not  assumed;  and  (e)  obligations  or  other
     liabilities  under Hedging Contracts, or similar  agreements
     or  combinations thereof which are disclosed as  liabilities
     on the balance sheet of such Person in accordance with GAAP.

          `Subsidiary'  shall mean any corporation,  partnership,
     joint venture, limited liability company, trust or estate or
     other entity in which (or of which) the Company, directly or
     indirectly, owns or controls more than 50% of (a) any shares
     of  Stock or other form of ownership interest of such Person
     having general voting power under ordinary circumstances  to
     vote in the election of the board of directors, managers  or
     trustees of such Person (irrespective of whether or  not  at
     the  time Stock of any other class or classes shall have  or
     might  have voting power by reason of the happening  of  any
     contingency), or (b) the interest in the capital or  profits
     of  such  Person,  provided,  however,  notwithstanding  the
     foregoing,  GC  Properties shall  not  be  deemed  to  be  a
     "Subsidiary"   of   the  Company,  and  provided,   further,
     notwithstanding  the foregoing, Young  Pecan  shall  not  be
     deemed to be a "Subsidiary" of the Company until the earlier
     of  (x) October 31, 2002, and (y) the date of any repurchase
     demand  on, or repurchase by, the Company pursuant  to  that
     certain  Debt  Repurchase  Agreement  between  CoBank,   the
     Company and Young Pecan Shelling Company, Inc. dated  as  of
     April 30, 2001.

          `Total  Debt' shall mean, as to any Person, and include
     without duplication:

          (a)  all Indebtedness for Money Borrowed, including,
     without limitation, purchase money mortgages, Capital
     Leases, any asset securitization programs that are not non-
     recourse, conditional sales contracts and similar title
     retention debt instruments (including any current maturities
     of such indebtedness), which under GAAP is shown on the
     balance sheet as a liability (but excluding reserves for
     deferred income taxes and other reserves to the extent such
     reserves do not constitute an obligation); and

          (b)  Guarantees, endorsements (other than endorsements
     of negotiable instruments for collection in the ordinary
     course of business) and other contingent liabilities
     (whether direct or indirect) in connection with the
     obligations, Stock or dividends of any other Person; and

          (c)  obligations under any other contract in connection
     with any borrowing which, in effect, is substantially
     equivalent to a guarantee (other than any undertaking with
     respect to the obligations of Young Pecan during the period
     in which Young Pecan is not deemed to be a "Subsidiary" as
     described in the last sentence of the definition of
     "Subsidiary"); and

          (d)  obligations with respect to any redeemable
     preferred Stock which is required or scheduled to be
     redeemed within one year from the date of calculation.

Any  obligation  secured by a Lien on,  or  payable  out  of  the
proceeds  of  production from, property of  the  Company  or  any
Subsidiary  shall be deemed to be Total Debt of  the  Company  or
such  Subsidiary even though such obligation shall not be assumed
by the Company or such Subsidiary.

     3.    Waiver  of  Certain Provisions of the Note  Agreement.
Prudential hereby waives the provisions of Paragraph  5K  of  the
Note  Agreement  with  respect  to the  Mandatory  Prepayment  in
connection  with the Moultrie Sale; provided that  the  foregoing
waiver  shall  not  be  effective unless  Prudential  shall  have
received  a  waiver  or consent executed by  the  agent  and  the
lenders a party to the Bank Agreement agreeing to waive their pro-
rata  share of the mandatory prepayment from the net proceeds  of
the   Moultrie   Sale,  in  form  and  substance  acceptable   to
Prudential.

B.    Conditions  of  Effectiveness.  Upon  satisfaction  of  the
following,  the effective date of this Amendment shall  be  March
30,  2002.  This Amendment shall become effective when, and  only
when,

     1.    Prudential  shall have received all of  the  following
documents, each (unless otherwise indicated) being dated the date
hereof, in form and substance satisfactory to the holders of  the
Notes:

          (a)  executed originals of this Amendment;

          (b)   a  duly executed copy of the First Amendment  and
     Waiver to the Bank Agreement, dated as of the date hereof;

          (c)   such  other documents, instruments, approvals  or
     opinions as Prudential may reasonably request; and

     2.    The  Company  shall have paid all costs  and  expenses
(including legal fees) incurred by Prudential; and

     3.    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 December 31, 2000; and the Company shall  have
delivered to Prudential an Officer's Certificate to such effect.

C.   Representations and Warranties.

     1.    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)   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 (A) its charter or by-laws, (B) law or
     (C)  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.

          (b)   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.

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

          (d)   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 holder of a Note 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 Prudential 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 any holder  of  the
Notes 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
                              Treasurer

                              THE PRUDENTIAL INSURANCE
                                COMPANY OF AMERICA

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


                              THE PRUDENTIAL INSURANCE
                              COMPANY OF AMERICA, as asset
                              manager for Gateway Recovery Trust



                              By:             /s/ Paul Price
                                Name: Paul Price
                                Title:

[14688]