SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C.


                                  FORM 10-K

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

     For the fiscal year ended June 30, 2001      Commission File No. 2-59958

                               GOLD KIST INC.

           (Exact name of registrant as specified in its charter)

          Georgia                            58-0255560

(State or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)            Identification No.)

                     244 Perimeter Center Parkway, N. E.
                           Atlanta, Georgia 30346

             (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (770) 393-5000

Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None

           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  l934 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 if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained to the best of Registrant's knowledge in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K [X].

                     DOCUMENTS INCORPORATED BY REFERENCE
                               Not Applicable.



                              TABLE OF CONTENTS

     Item                                         Page


 1.  Business (and Properties)                    1

 2.  Properties                                   7

 3.  Legal Proceedings                            7

 4.  Submission of Matters to a Vote of
     Security Holders                             7

 5.  Market for Registrant's Common
     Equity and Related Stockholder Matters       7

 6.  Selected Financial Data                      8

 7.  Management's Discussion and
     Analysis of Financial Condition
     and Results of Operations                    9

 7A. Quantitative and Qualitative
     Disclosure about Market Risk                 15

 8.  Financial Statements and
     Supplementary Data                           16

 9.  Changes in and Disagreements
     with Accountants on Accounting
     and Financial Disclosure                     35

10.  Directors and Executive Officers
     of the Registrant                            35

11.  Executive Compensation                       37

12.  Security Ownership of Certain
     Beneficial Owners and Management             40

13.  Certain Relationships and Related
     Transactions                                 40

14.  Exhibits, Financial Statement
     Schedules, and Reports on Form 8-K           43




                               GOLD KIST INC.

            ANNUAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2001

     This  Report  contains  statements which to  the  extent  they  are  not
recitations  of historical fact, may constitute "forward looking  statements"
within the meaning of applicable federal securities law.  All forward looking
statements  in  this  Report are intended to be subject to  the  safe  harbor
protection provided by the Private Securities Litigation Reform Act  of  1995
and  Section 21E of the Securities Exchange Act of 1934, as amended.   For  a
discussion identifying some important factors that could cause actual results
to  vary  materially from those anticipated in the forward looking statements
made  by  the  Company, see Item 7 - Management's Discussion and Analysis  of
Financial Condition and Results of Operations.

                                   PART I

Item 1.  Business (and Properties).

     Gold  Kist  Inc.  ("Gold Kist" or the "Association") is an  agricultural
membership  cooperative association, headquartered in Atlanta,  Georgia.   It
was  incorporated without capital stock in 1936 under the Georgia Cooperative
Marketing  Act.  The name of the Association was changed in 1970 from  Cotton
Producers  Association  to Gold Kist Inc.  In April  1985,  the  Articles  of
Incorporation  and By-Laws of the Association were amended to provide  for  a
class  of  common stock and a class of preferred stock as authorized  by  the
Georgia Cooperative Marketing Act.  Each member is issued one share of common
stock  only, as evidence of membership and the right to one vote as  long  as
the  member maintains status as an active member.  Only members may hold  the
common stock, which is nontransferable and receives no dividends.

     The  membership  of  Gold Kist consists of approximately  18,000  farmer
members located principally in Alabama, Florida, Georgia, Mississippi,  North
Carolina and South Carolina.  In addition, other cooperative associations are
members  of  Gold  Kist.   Any  person engaged  in  the  production  of  farm
commodities  and  any firm or corporation whose members or  stockholders  are
persons  so  engaged  and  any cooperative association  organized  under  the
cooperative marketing laws of any state, which enters into a marketing and/or
purchasing agreement with the Association, is eligible for membership.

     Gold  Kist offers cooperative marketing services to its member  patrons.
Farm commodities, principally poultry, are marketed by Gold Kist on behalf of
members.    Under  the  standard  Membership,  Marketing,  and/or  Purchasing
Agreement which is entered into between each member and Gold Kist, Gold  Kist
undertakes to market for the member agricultural products delivered which are
of a type marketed by Gold Kist.  The Association also does business with non-
members  and  engages in non-cooperative activities through subsidiaries  and
partnerships.

      Gold  Kist  conducts  broiler  production  operations,  providing  both
marketing   and  purchasing  services  to  its  cooperative   patrons.    The
Association  also conducts pork production operations, was  a  member  during
fiscal 2001 in a major peanut processing and marketing business, is a partner
in a pecan processing and marketing business, and participates as a member of
limited  liability companies which are engaged in the production and sale  of
hogs and of fertilizer ingredients.

     In  April  2001,  Gold Kist sold the assets of its aquaculture  research
facility   in   Inverness,  Mississippi,  and  terminated   its   aquaculture
operations.  Effective July 1, 2001, the Association withdrew as a member  of
Golden Peanut Company, LLC, a major peanut processing and marketing business,
terminating its involvement in peanut operations.  See Note 10(b) of Notes to
Consolidated Financial Statements.

                                   POULTRY
Broilers

     Gold  Kist's  cooperative broiler operation is  organized  into  broiler
divisions,  each  encompassing one or more of Gold Kist's broiler  complexes.
Each  Gold Kist broiler complex operates within a separate geographical  area
and  includes  within that area broiler flocks, pullet and breeder  (hatching
egg) flocks, one or more hatcheries, a feed mill, poultry processing plant(s)
and management, and accounting office(s), and transportation facilities.  The
complexes  operated  by Gold Kist in fiscal 2001 are headquartered  in  Boaz,
Cullman,  and Russellville, Alabama; Athens, Douglas, Ellijay and Carrollton,
Georgia;  Live  Oak,  Florida; Sanford and Siler City,  North  Carolina;  and
Sumter,  South Carolina.  The broiler growers, pullet producers and  hatching
egg  producers for each complex are members of Gold Kist.  The facilities and
operations  of  each complex are designed to furnish the  growers  flocks  of
chicks,  feed  and  medicines,  and to provide processing  services  for  the
broilers grown.

     The  principal products marketed by Gold Kist are whole chickens, cut-up
chickens, segregated chicken parts and further processed products packaged in
various  forms,  including fresh bulk ice pack, chill pack and  frozen.   Ice
pack  chicken  is  packaged  in  ice  or  dry  ice  and  sold  primarily   to
distributors,  grocery stores and fast food chains.  Chill  pack  chicken  is
packaged  for  retail sale and kept chilled by mechanical refrigeration  from
the packing plant to the store counter.  Frozen chicken is marketed primarily
to  school systems, the military services, fast food chains and in the export
market.   Further processed products, which include preformed breaded chicken
nuggets  and  patties and deboned, skinless and marinated products  are  sold
primarily to fast food and grocery store chains.  Chill pack chicken is  sold
in  certain  localities  under the Gold Kist Farmsr   and  Young  'n  Tenderr
labels; however, some is sold under customers' private labels.  Most  of  the
frozen  chicken  carries the Gold Kistr or Early Birdr label.   Cornish  game
hens are marketed in frozen form primarily to hotels, restaurants and grocery
stores  under  the  Gold Kist Farms, Young 'n Tender and  Medallionr  labels.
Medallion,  Big Valuer, Gold Kist Farms, Young 'n Tender and Early  Bird  are
registered trademarks of Gold Kist Inc.

    Poultry products were marketed in fiscal 2001 directly from the Company's
corporate  headquarters in Atlanta.  The plants at Athens, Carrollton,  Boaz,
and Live Oak have special distribution facilities, and there are six separate
distribution  facilities located in Florida, Tennessee,  Ohio  and  Kentucky.
Cornish  game  hens  are processed at facilities in Trussville,  Alabama  and
marketed from the Atlanta headquarters.

     Gold Kist is one of the largest poultry processors in the United States.
It   competes  with  other  large  processors  and  with  smaller  companies.
Competition  is  based  upon  price, quality and service.   While  Management
believes  that  the pricing and quality of its products are competitive  with
other processors, it believes that Gold Kist's service to its customers is  a
principal factor that has established Gold Kist as one of the largest  United
States  poultry processors.  Gold Kist's ability to deliver poultry  products
produced to order is an important service to customers.

     The  poultry  industry,  just as many other  commodity  industries,  has
historically  been  cyclical.   Prices of  perishable  commodities,  such  as
broilers,  react  directly  to changes in supply  and  demand.   Furthermore,
broilers  are  typically  a high volume, low margin  product  so  that  small
increases  in  costs, such as feed ingredient costs, or  small  decreases  in
price,  can produce losses.  Gold Kist is a purchaser of certain agricultural
commodities  used  for  the manufacture of poultry  feeds.   Gold  Kist  uses
commodity  futures and options for economic hedging purposes  to  reduce  the
effect of changing commodity prices and to ensure supply of a portion of  its
commodity  inventories  and  related  purchase  and  sale  contracts.    Feed
ingredients  futures  and  options contracts have inherent  risk,  such  that
changes  in  the  commodities  futures and options  prices  as  a  result  of
favorable  or  unfavorable  changes  in  the  weather,  crop  conditions   or
government  policy  may  have  an adverse effect  on  Gold  Kist's  net  feed
ingredient cost as compared to the cost in cash markets.  Likewise, Gold Kist
could  benefit  from reduced net feed ingredient cost as a  result  of  these
changes  as  compared  to cost in the cash market.  Results  of  hedging  and
commodity  options  transactions  are reflected  as  an  adjustment  to  feed
ingredient cost in the Association's consolidated financial statements.   See
Item 7A - Quantitative and Qualitative Disclosure About Market Risks and Note
l (c) of Notes to Consolidated Financial Statements.

     The  poultry industry has also traditionally been subject to seasonality
in  demand and pricing.  Generally, the price and demand for poultry products
peaks during the summer months and declines to lower levels during the winter
months of November, December, January and February.  Gold Kist poultry prices
and sales volume follow the general seasonality of the industry.

     The  following table shows the amount and percentage of Gold Kist's  net
sales  volume  from  continuing operations contributed by  sales  of  broiler
products  for each of the years indicated.  See Notes 1 and 11  of  Notes  to
Consolidated Financial Statements.
<TABLE>
<CAPTION>
                              Fiscal Year Ended (000's Omitted)

                        June 26,             July 1,        June 30,
                        1999                 2000           2001
<S>                     <C>                  <C>            <C>
Broiler Products
Volume                   $1,803,550          $1,743,288     $1,777,495
Percentage (%)           98.9                98.5           98.2
</TABLE>

                                    PORK

    Gold Kist currently markets hogs raised by producers in Alabama, Georgia,
and  Mississippi.   Feeder pigs are furnished to members who  raise  them  to
produce  hogs  for  marketing.  Feeder pigs are either raised  by  Gold  Kist
members and marketed through Gold Kist to the market hog growers, raised  for
Gold Kist by non-member independent contractors or purchased by Gold Kist  in
the  marketplace.  The Association also has a joint venture arrangement  with
another  regional cooperative association in the form of a limited  liability
hog  sales and production company.  Gold Kist raises and provides young  pigs
for the venture.

     Live  market  hogs are marketed by Gold Kist in the Southeastern  United
States to processors of  pork products, primarily on a competitive bid  basis
in  the states of Alabama, Georgia and Mississippi.  Management believes that
customers are favorably impressed by the quality of its market hogs which  is
principally due to superior breeding stock and management grow-out techniques
employed  by  Gold  Kist.   Gold  Kist competes  with  other  major  national
producers and smaller individual producers, primarily on a regional basis  in
the Southeastern United States.


                             AGRATECH SEEDS INC.

     AgraTech Seeds Inc., a wholly-owned subsidiary of Gold Kist, conducts  a
peanut  genetics  business which consists of research, development,  breeding
and  marketing  of  proprietary seed varieties.   AgraTech  receives  as  its
primary  source  of  income royalties on the sale of  its  proprietary  seed
varieties by its licensed associates.  Currently, its proprietary varieties
include  "GK  7  Hi-Oleic",  "AT  108",  "AT  120",  "AT  120  Hi-Oleic"  and
"ViruGard".


                             YOUNG PECAN COMPANY

     Gold  Kist  is a partner in Young Pecan Company, a pecan processing  and
marketing  business headquartered in Florence, South Carolina, in  which  the
Association holds a 25% equity interest and a 35% earnings (loss) allocation.
See Note 9 of Notes to Consolidated Financial Statements.




                                 LUKER INC.

     Luker  Inc.  is  a design, fabrication and installation  firm  primarily
serving   customers  in  the  meat,  poultry,  chemicals  and  wood  products
businesses  with a focus on wastewater treatment systems.  It  is  a  wholly-
owned subsidiary of Gold Kist located in Augusta, Georgia.


                         GOLDEN PEANUT COMPANY, LLC

     During  fiscal 2001, Gold Kist, Archer Daniels Midland Company, Cargill,
Inc.,  and  Alimenta Holdings, Inc. were members in Golden Peanut Company,  a
limited  liability company formed to operate a peanut procuring,  processing,
and  marketing  business.   Gold  Kist had  a  25%  membership  interest  and
participated  in  all  allocations  in  accordance  with  the  organizational
agreement.   See  Note  10(b) of Notes to Consolidated Financial  Statements.
Effective July 1, 2001, the Association withdrew as a member of Golden Peanut
Company, LLC, terminating its involvement in peanut operations.


     Golden Peanut Company procures, processes and markets peanuts and peanut
by-products in each of the three peanut producing areas of the United  States
and operates processing and other facilities in Argentina for the procurement
and  processing  of peanuts.  Golden Peanut Company is a major  processor  of
edible peanuts and is active in both domestic and international markets.  The
principal  peanut product is shelled edible peanuts.  Shelled edible  peanuts
are  marketed domestically primarily to manufacturers of peanut butter, candy
and  salted  nuts and are sold in the export market.  Golden  Peanut  Company
also processes peanuts for sale in the shell or for processing by others into
oil and meal.



                                EXPORT SALES

     Gold  Kist  owns  no physical facilities overseas and  has  no  overseas
employees.   Product sales managers maintain sales networks overseas  through
contacts  with  independent dealers and customers.  During  the  fiscal  year
ended June 30, 2001, the approximate export sales volume of poultry was $68.8
million.   During  that  period, export sales were  mainly  to  customers  in
Russia,  Eastern Europe, the Far East, the Middle East, Mexico,  Central  and
South America and the Caribbean.

     Export sales involve an additional element of transportation and  credit
risk to the shipper beyond that normally encountered in domestic sales.

     Gold  Kist  faces  competition for export sales from both  domestic  and
foreign suppliers.  In export poultry sales, Gold Kist faces competition from
other  major  United States producers as well as companies in France,  China,
Thailand,  and  Brazil.   Tariff and non-tariff  barriers  to  United  States
poultry established by the European Economic Community (EEC) since 1962  have
virtually  excluded Gold Kist and other United States poultry exporters  from
the  EEC  market.  In addition, EEC exporters are aided in price  competition
with  United  States  exporters in certain markets by  subsidies  from  their
governments.

     Gold  Kist  and  a  group  of  other North  American  and  foreign  farm
cooperatives and agribusiness firms, acting through companies formed for this
purpose,  own 50% of a trading company engaged in international merchandising
of  grains  and  other agricultural commodities.  Gold  Kist  is  a  minority
shareholder and deals with the trading company on an arm's length basis.



                                 PROPERTIES

     Gold  Kist  corporate  headquarters  building,  completed  in  1975  and
containing  approximately 260,000 square feet of office space, is located  on
fifteen  acres  of  land  at 244 Perimeter Center Parkway,  N.  E.,  Atlanta,
Georgia.   The land and building are owned by a partnership of Gold Kist  and
Cotton  States Mutual Insurance Company in which partnership Gold  Kist  owns
54%  of the equity.  Gold Kist leases approximately 95,000 square feet of the
building from the partnership.

Poultry

     The poultry processing plants operated as Gold Kist facilities in fiscal
2001 are located at Boaz, Russellville, Trussville and Guntersville, Alabama;
Athens,  Douglas, Ellijay and Carrollton, Georgia; Live Oak, Florida; Sumter,
South  Carolina;  and Sanford and Siler City, North Carolina.   These  plants
have  an  aggregate weekly processing capacity of approximately 14.4  million
broilers  and  400,000  cornish  game hens.   The  plants  are  supported  by
hatcheries  located  at  Albertville, Crossville, Cullman,  Curry,  Ranburne,
Russellville, and Scottsboro, Alabama; and Blaine, Bowdon, Calhoun, Commerce,
Carrollton,  Douglas, and Talmo, Georgia; Live Oak, Florida; Siler  City  and
Staley, North Carolina; and Sumter, South Carolina.  These hatcheries have an
aggregate weekly capacity (assuming 85% hatch) of approximately 15.3  million
chicks.   Additionally, Gold Kist operates twelve feed mills to  support  its
poultry   operations;  the  mills  have  an  aggregate  annual  capacity   of
approximately  4.7 million tons and are located in Guntersville,  Pride,  and
Jasper, Alabama; Ambrose, Calhoun, Cartersville, Commerce, and Waco, Georgia;
Live  Oak,  Florida;  Sumter, South Carolina; and Bonlee  and  Staley,  North
Carolina.

    The Association operated six separate distribution centers in fiscal 2001
in its sales and distribution of poultry products:  Tampa, Pompano Beach, and
Crestview,  Florida;  Nashville,  Tennessee;  Mt.  Sterling,  Kentucky;   and
Cincinnati, Ohio.

     Gold  Kist  currently  operates  four pork  production  centers.   These
production facilities include a gilt production center in Stephens,  Georgia;
two gilt and pork production centers located at Kingston, Georgia; and a boar
and pork production center headquartered in Stephens, Georgia.

     The  Association  holds all of the facilities  in  fee  except  for  the
corporate  headquarters  building  (lease expires  June  30,  2004);  poultry
distribution  facilities at Tampa, Florida (lease expires May 14,  2005)  and
Nashville  (lease  expires  December 31,  2001)  Tennessee;  and  Crossville,
Alabama, poultry hatchery facility (lease expires February 23, 2088).



                    ENVIRONMENTAL AND REGULATORY MATTERS

     Processing  plants  such as those operated by Gold  Kist  are  potential
sources  of  emissions into the atmosphere and, in some  cases,  of  effluent
emissions  into streams and rivers.  Presently, management does not  know  of
any  material capital expenditures for environmental control facilities  that
will  be necessary for the remainder of the current fiscal year and the  next
fiscal  year  in  order to comply with current statutes and regulations.   On
January  29, 1992, the United States Environmental Protection Agency  ("EPA")
sent General Notice Letters designating Gold Kist and several other companies
as  potentially  responsible  parties  ("PRP's")  for  alleged  environmental
contamination at an Albany, Georgia site previously owned by Gold Kist.  Gold
Kist  has  responded to the General Notice Letter denying liability  for  the
contamination.   Gold Kist is unable to estimate at this  time  the  cost  of
compliance, if any, to be required of Gold Kist for the location.  Management
believes that the potential cost of compliance for Gold Kist would not have a
material effect on Gold Kist's financial condition or results of operations.

     The  Georgia Environmental Protection Division ("GEPD") has  listed  the
site  of  the former Gold Kist chemical blending facility in Cordele, Georgia
on Georgia's Hazardous Sites Inventory list under the State's Hazardous Sites
Response  Act  due  to  the  presence of pesticide residue  above  regulatory
standards.   Gold  Kist  sold  this facility in  1985.   Remediation  may  be
required  in  the  future to meet regulatory clean-up standards.   Since  the
extent of the conditions at the site have not been completely defined at this
time,  Gold Kist is unable to estimate cost of the compliance to be  required
of  Gold Kist for this location.  Management believes that the potential cost
of  compliance for Gold Kist would not have a material effect on Gold  Kist's
financial condition or results of operations.

     The  regulatory powers of various federal and state agencies,  including
the  federal  Food and Drug Administration, apply throughout the agricultural
industry, and many of Gold Kist's products and facilities are subject to  the
regulations of such agencies.

                               HUMAN RESOURCES

    Gold Kist has approximately 18,000 employees during the course of a year.
Gold  Kist's  processing  facilities operate year round  without  significant
seasonal  fluctuations in manpower requirements.  Gold Kist has approximately
3,500   employees  who  are  covered  by  collective  bargaining  agreements.
Employee relations are considered to be generally satisfactory.

                              PATRONAGE REFUNDS

     The  By-Laws  of  Gold Kist provide that Gold Kist shall  operate  on  a
cooperative  basis.   After the close of each fiscal year,  the  net  taxable
margins  of  Gold Kist for that year from business done with  or  for  member
patrons  (patronage  margins)  are  computed  and,  after  deductions  for  a
reasonable  reserve  for  permanent non-allocated equity  and  after  certain
adjustments, these margins are distributed to members as patronage refunds on
the  basis  of their respective patronage (business done with or through  the
Association) during that year.  Upon the determination of the total patronage
refund  for  any  fiscal  year, this amount is allocated  among  the  several
operations  of  Gold  Kist  or  one or more groups  of  such  operations,  as
determined by the Board of Directors in light of each operation's or  group's
contribution for the year.

     Patronage  refunds  are distributed in the form of either  qualified  or
nonqualified  written  notices of allocation  (as  defined  for  purposes  of
Subchapter T of the Internal Revenue Code).  If qualified notices  are  used,
at  least 20% of each patronage refund is distributed in cash or by qualified
check   (as  defined  in  the  Internal  Revenue  Code)  with  the  remainder
distributed  in  patronage  dividend  certificates  or  written  notices   of
allocated reserves, or any combination of these forms.  A distribution  to  a
patron  made in the form of a qualified notice must be included in his  gross
income,  at  its  stated  dollar amount, for the taxable  year  in  which  he
receives  the  distribution.  If nonqualified notices are  distributed,  less
than  20% of the refund can be distributed in cash or by qualified check  and
the patron is not required to include in gross income the noncash portion  of
the  allocation.   See  Notes 1(g) and 6 of Notes to  Consolidated  Financial
Statements.

     The  deduction  for  unallocated reserves  and  retention  of  allocated
reserves  provide means whereby the current and active members of  Gold  Kist
may  finance the Association's continuing operations.  Each fiscal year,  the
members  are  notified by Gold Kist of the amounts, if any,  by  which  their
equity   accounts  have  been  credited  to  reflect  their  allocated,   but
undistributed, portion of the patronage refunds.  Allocated reserves  may  be
retired  and  distributed to members only at the discretion of the  Board  of
Directors  in  the  order  of  retention by years,  although  the  Board  may
authorize  the  retirement  of small aggregate  amounts  (not  in  excess  of
$100.00)  of  reserves  or  the retirement of reserves  in  individual  cases
without  regard  to how long they have been outstanding.  Allocated  reserves
bear  no  interest  and  are subordinate in the event of  insolvency  of  the
Association  to  outstanding  patronage  dividend  certificates  and  to  all
indebtedness of Gold Kist.

                               INCOME TAXATION

     As a cooperative association entitled to the provisions of Subchapter  T
of  the  Internal  Revenue Code, Gold Kist does not pay tax  on  net  margins
derived  from  member  patronage transactions which are  distributed  to  the
members  by  check or in the form of qualified written notices of  allocation
within  8-l/2  months of the close of each fiscal year.  To the  extent  that
Gold  Kist distributes nonqualified written notices of allocation, has income
from  transactions with nonmembers or has income from non-patronage  sources,
it  will  be taxed at the corporate rate.  See Notes l (g) and 7 of Notes  to
Consolidated Financial Statements.

    Gold Kist has subsidiaries which are not cooperatives, and all the income
of these subsidiaries is subject to corporate income taxes.


Item 2.  Properties.

    The principal facilities used in the Association's business are described
in   Item  1.  Business  (and  Properties).   Management  believes  that  the
facilities  are  adequate  and suitable for their  respective  uses  and  the
Association's  current intended operations.  There are no material  liens  or
encumbrances on the properties owned by the Association except for  mortgages
on  all  of  the  Association's poultry facilities to secure  certain  credit
facilities  with  the  Association's  lenders.   See  Note  4  of  Notes   to
Consolidated Financial Statements.


Item 3.  Legal Proceedings.

      The  Association  is  a  party  to  various  legal  and  administrative
proceedings,  all  of which management believes constitute  ordinary  routine
litigation incident to the business conducted by the Association, or are  not
material in amount.


Item 4.  Submission of Matters to a Vote of Security Holders.

     No  matter  was submitted during the fourth quarter of the  fiscal  year
covered by this report to a vote of security holders.




                                   PART II


Item  5.   Market  for  Registrant's Common Equity  and  Related  Stockholder
Matters.

     There is no market for Gold Kist equity.



Item 6.   Selected Financial Data.


              SELECTED CONSOLIDATED FINANCIAL DATA

      The  selected  consolidated financial data presented  below  under  the
captions "Consolidated Statement of Operations Data" for each of the years in
the  five-year  period  ended June 30, 2001 and "Consolidated  Balance  Sheet
Data"  as  of June 28, 1997, June 27, 1998, June 26, 1999, July 1,  2000  and
June  30, 2001 are derived from the consolidated financial statements of Gold
Kist Inc. and subsidiaries.  The consolidated financial statements as of July
1,  2000 and June 30, 2001 and for each of the years in the three-year period
ended  June  30,  2001, and the report thereon of KPMG LLP,  which  is  based
partially  upon the report of other auditors, are included elsewhere  herein.
The   information  set  forth  below  should  be  read  in  conjunction  with
Management's  Discussion and Analysis of Consolidated Results  of  Operations
and   Financial  Condition  and  the  aforementioned  consolidated  financial
statements, the related notes and the auditors' reports.


<TABLE>
<CAPTION>
                                 For Fiscal Years Ended (000's omitted)
                             June  28, June 27,  June 26,  July 1,  June 30,
Consolidated Statement of      1997      1998      1999      2000     2001
Operations Data:
<S>                         <C>        <C>       <C>       <C>       <C>
Net sales volume (A)        $1,709,661 1,704,857 1,822,708 1,770,453 1,810,755
Margins (loss) from
 continuing operations     $    10,870   (57,036)   69,361   (26,086)   33,066

(A). Amounts have been reclassed to apply the provisions of Emerging Issues
     Task Force Issue 00-10.
</TABLE>
<TABLE>
<CAPTION>
                                            As of (000's omitted)
                             June 28,  June 27,  June 26,  July 1,  June 30,
Consolidated Balance Sheet     1997      1998      1999      2000     2001
Data:
<S>                         <C>        <C>       <C>       <C>       <C>
Total assets                $1,051,813 1,080,655  814,137  881,290   870,056
Long-term liabilities       $  301,190   376,553  275,408  331,837   322,289
Patrons' and other equity   $  346,075   234,006  279,367  239,490   272,550
</TABLE>



Item  7.   Management's  Discussion and Analysis of Financial  Condition  and
Results of Operations.


                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         CONSOLIDATED RESULTS OF OPERATIONS AND FINANCIAL CONDITION

   The  nature  of  the poultry industry in general is such that  supply  and
demand  market  forces  exert  a significant amount  of  influence  over  the
operations of firms engaged in these businesses.  Prices of commodities react
directly  to  worldwide supply and demand.  Additionally, demand for  poultry
and  costs  of  other agricultural products utilized by Gold Kist  are  often
influenced by supplies and prices of alternative products.

   Agriculture is generally cyclical in nature.  Commodities marketed by Gold
Kist on behalf of its members are subject to fluctuations in price, based  on
supply  of the farm commodities and demand for the raw or processed products.
Commodity  prices  are  also sensitive to interest  rates,  with  high  rates
generally  tending  to depress market prices, and to worldwide  economic  and
political factors.

   As  with  other  perishable commodity businesses, the  integrated  poultry
industry  has demonstrated varying levels of profitability, and to  a  lesser
extent,  losses  over its  forty-year history.  The following  addresses  the
various  factors  that have influenced poultry industry profitability  during
the past five years.  Average market prices for broilers during 1997 remained
at  relatively  high  levels  as compared to historical  averages.   However,
during the May-June 1997 period, market prices declined below 1996 levels  as
a  result of the increase in industry production.  Export prices for  broiler
leg-quarters declined substantially in 1997 as a result of disruptions in the
Russian markets.  Although market prices for broiler products strengthened in
the fourth quarter of 1998, average market prices for 1998 were approximately
4.0%  lower  than in 1997.  Favorable broiler market prices continued  during
the  first  half of fiscal 1999 as a result of industry-wide live  production
problems  that restricted broiler supplies.  Broiler prices weakened  in  the
second  half  of  1999  as  a result of a cessation of  the  live  production
problems.   Market prices for poultry dark meat were weak during  1999  as  a
result  of the Russian and Asian economic crises that began during the summer
of  1998.  Depressed broiler prices continued through 2000 and most  of  2001
due  to  increased production levels and the large supply of competing  meats
(pork  and beef).    According to the U.S. Department of Agriculture's (USDA)
World  Agricultural  Outlook Board, the forecast for  calendar  2001  broiler
production  is  30.47 billion pounds, ready-to-cook weight, approximately  1%
above  the  30.21  billion  level in 2000.  The estimate  for  calendar  2002
production is 31.16 billion pounds, 2.3% over the 2001 forecast.

   Generally,  the  cost  of feed grains, primarily corn  and  soybean  meal,
represents  approximately  fifty percent of total  broiler  production  costs.
During 1997, average cash market prices for corn declined 14% as a result  of
the favorable 1996 harvest.  However, soybean meal average cash market prices
increased  approximately 26% for 1997 as compared to  1996  as  a  result  of
strong  demand  and lower carryover stocks.  Average cash market  prices  for
corn  and soybean meal declined 18% and 20%, respectively, during 1998  as  a
result  of  the  favorable 1997 harvest and reduced exports  of  agricultural
commodities.   In 1999, average cash market prices for corn and soybean  meal
declined  20%  and  34%, respectively, as a result of  favorable  U.S.  grain
production  and  the  decline in world demand for feed  grains.   Feed  grain
prices generally held steady or slightly above these levels through 2000  and
2001.   Corn and soybean meal prices are expected to increase in 2002 due  to
stronger worldwide demand and lower ending stocks.

   Poultry  export  sales for 1999, 2000 and 2001 were $40.9  million,  $48.8
million  and $68.8 million, respectively. During 1999, export sales  declined
as  a  result of lower market prices for poultry and the economic  crises  in
Southeast Asia and Russia.  Starting in 2000, 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 2001 due  to  the
ban  on  red meat imports from the European Union leading to the 41% increase
in  export  sales  over  2000.   Export sales of  poultry  products  will  be
influenced  by  credit availability to foreign countries  and  political  and
economic stability, particularly in Russia, Eastern Europe and the Far East.

   In  May  1998,  the  Association's Board of Directors adopted  a  plan  to
discontinue  operations  of  the  Agri-Services  segment.   Accordingly,  the
operating  results  of  the Agri-Services segment, including  provisions  for
losses  during  the  phase out period, have been segregated  from  continuing
operations  and  reported separately in the Statements  of  Operations.   See
Notes  1  and  11  of  Notes  to  Consolidated  Financial  Statements.    The
Association's continuing operations are principally comprised of its  poultry
operations.   The  discussion  and analysis of  results  of  operations  that
follows  relates  solely to the continuing operations of the Association  for
each of the years in the three-year period ended June 30, 2001.

                            Results of Operations

  Fiscal 2000 Compared to Fiscal 1999

   The  Association's accounting cycle resulted in 53 weeks of operations  in
the year ended July 1, 2000 as compared to 52 weeks of operations in the year
ended June 26, 1999.

   Net sales volume of $1.77 billion for 2000 decreased approximately 2.9% or
$52  million as compared to 1999. The net sales volume decrease was primarily
the  result of a 7.5% decrease in average selling prices, which was partially
offset by a 3.7% increase in pounds of poultry sold.  Management believes the
decline  in sales prices is a result of an industry-wide increase in  poultry
production coupled with large supplies of competing meats (pork and beef).

  The Association had a net operating loss of approximately $21.0 million for
2000  as compared to net operating margins of $121.9 million for 1999.   Cost
of sales increased $84.7 million or 5.2% as compared to 1999.  The decline in
net  operating  margins was due primarily to the decrease  in  broiler  sales
prices  discussed  above  and increases in field  production  and  processing
costs.  These increases were partially offset by lower feed ingredient costs.
Feed  ingredient costs declined 3.3% in 2000 as compared to 1999.  Management
believes  lower feed ingredient prices reflect the continuation of weak  U.S.
grain exports and favorable grain harvests during the past three years.   The
Association's  pork division posted an operating margin of  $86  thousand  as
compared to operating losses of $6.7 million for 1999.

   The  increase in distribution, administrative and general expenses in 2000
reflected additions to the allowance for doubtful accounts resulting  from  a
customer bankruptcy, the additional week of operations in 2000, and the costs
associated  with the centralization of the sales and marketing  functions  of
the poultry operations in July 1999.

   The  components included in other deductions totaled $27.2 million in 2000
as  compared to $18.4 million in 1999.  Interest and dividend income of  $8.3
million in 2000 included income from the preferred securities purchased  from
Southern States in October 1999 of $5.8 million.  Interest expense was  $30.4
million  for  2000  as  compared to $26.0 million for  1999.   The  increases
primarily reflected higher average borrowings necessary to fund the  purchase
of  Southern  States  securities for $98.6 million in October  1999  and  the
repurchase  of  $25.7  million of accounts and  crop  notes  receivable  from
Southern  States  in  September 1999.  See Note 11 of Notes  to  Consolidated
Financial  Statements.  In addition, borrowings increased during  2000  as  a
result of cash used to fund operating losses.  Equity in loss of affiliate of
$4.4  million  represented the Association's pro rata share of Golden  Peanut
Company's  loss for 2000.  This compared to the $188 thousand pro rata  share
of  the  affiliate's  earnings for 1999.  Golden Peanut  Company's  loss  for
fiscal  2000  resulted from litigation related expenses and inventory  write-
downs.   The Association's pro rata share of the litigation expense was  40%,
as  compared  to  the current 25% equity interest, which  was  the  ownership
percentage at the time of the events giving rise to the litigation.  See Note
10(b) of Notes to Consolidated Financial Statements.  Miscellaneous, net  was
a  deduction of $657 thousand for 2000 as compared to income of $4.7  million
for  1999.  Miscellaneous, net for 2000 includes losses of $4.7 million  from
the  Association's ownership interest in a company engaged in the manufacture
and  distribution of fertilizer additives.  An insurance settlement  of  $3.9
million,   representing  the  recovery  of  product  theft  losses   at   the
Association's  South  Carolina  poultry  complex,  was  received   in   2000.
Miscellaneous,  net  also included a $615 thousand  gain  in  2000  from  the
Association's ownership interest in a pecan processing and marketing  company
as  compared  to an $824 thousand gain in 1999.  Income from a  hog  grow-out
joint venture with another regional cooperative was $775 thousand as compared
to a loss of $827 thousand in 1999.

   For  2000 and 1999, the Association's combined federal and state effective
income  tax  rates  were  (46)% and 33%, respectively.   Income  tax  expense
(benefit) for the periods presented reflects income taxes at statutory  rates
adjusted  for  available  tax credits and deductible patronage  payments,  if
applicable.  See Note 7 of Notes to Consolidated Financial Statements.

   In  response to the adverse operating conditions experienced in 2000,  the
Association implemented a profit recovery plan, including cut backs  in  live
broiler production, reduction in plant operating hours, salary reductions for
senior   management   and   salary  freezes  for   salaried   employees.    A
curtailment/reduction  in  certain benefit plans  was  also  instituted  with
increased cost shifting to employees.

  Fiscal 2001 Compared to Fiscal 2000

   For  2001,  net sales increased 2.3% from $1.77 billion in the  comparable
period last year to $1.81 billion in the current year.  The increase was  due
primarily  to  a  1.4%  improvement in average  selling  prices  and  a  1.1%
improvement in processing yield, partially offset by the additional  one-week
period  in  fiscal 2000 and a 4.6% reduction in live weight pounds processed.
On a comparable per week basis, net sales increased 4.2% for 2001 as compared
to 2000.  Poultry selling prices continue to be depressed by an excess supply
of  poultry  and  other competing meats such as beef and pork.   A  temporary
reduction  in  broiler  placements beginning  in  the  first  fiscal  quarter
moderately reduced the rate of growth in broiler supplies and contributed  to
an improvement in selling prices.

   The  Association had net operating margins of $65.5 million  for  2001  as
compared to a net operating loss of $21 million in 2000.  The increase in net
operating  margins  was  due primarily to the $33.7  million  gain  from  the
curtailment  of the post retirement medical benefit plan and related  pension
plan   settlements  (see  Note  8(b)  of  Notes  to  Consolidated   Financial
Statements) and improved poultry selling prices.  Lower cost of sales in 2001
reflects  the one-week reduction in the reporting period from the prior  year
and  the receipt in 2001 of $6.4 million representing Gold Kist's share as  a
class claimant in the vitamin antitrust class action litigation.  However,  a
1%  increase in average feed costs and higher processing expenses and  energy
costs  partially offset these factors. The Association's pork division posted
an operating margin of $2.4 million as compared to an operating margin of $86
thousand  for  2000.   The  impact of cost reductions  implemented  in  2001,
including  salary  freezes/reductions and benefit program changes,  partially
offset  the  increase in distribution, administrative and  general  expenses.
The   increase   was   principally  due  to  higher  incentive   compensation
attributable to the earnings improvement in 2001.

   The  components  in  other deductions totaled $19.2  million  in  2001  as
compared  to $27.2 million in 2000.  Interest and dividend income  was  $11.5
million for 2001 as compared to $8.3 million for 2000.  The increase was  due
to  the  receipt of the interest and dividends for the full 2001 period  from
the  Southern  States  preferred securities, which were acquired  in  October
1999.   Interest  expense was $40.1 million for 2001  as  compared  to  $30.4
million  for  2000, an increase of 32%.  The increase was  caused  by  higher
average  interest rates and loan balances, and expenses/fees related  to  the
senior secured credit agreement established November 3, 2000.   See Note 4 of
Notes  to Consolidated Financial Statements.  Equity in earnings of affiliate
of  $10  million  represented  the Association's  share  of  Golden  Peanut's
earnings  for 2001 in accordance with the membership agreement.  The earnings
were   principally  attributable  to  the  reversal  of  previously   accrued
litigation expense due to a judgment that was vacated by the Georgia Court of
Appeals in March 2001 and improved peanut market prices.  This compared to  a
$4.4  million  share  of  the affiliate's loss for 2000  due  principally  to
accrued litigation expenses related to the judgment that was vacated in 2001.
See Note 10(b) of Notes to Consolidated Financial Statements.  Miscellaneous,
net  was a deduction of $581 thousand for 2001 as compared to a deduction  of
$657  thousand  for  2000.   For 2001, miscellaneous,  net  included  a  $340
thousand loss from the Association's ownership interest in a pecan processing
and  marketing company as compared to a $615 thousand gain for 2000.   Income
from  a hog grow-out joint venture with another regional cooperative was $2.1
million  in  2001 as compared to $775 thousand in 2000.  Strong increases  in
hog market prices gave rise to this improvement.

  The combined federal and state effective tax rate for 2001 was 29% compared
to  (46)%  in  2000.   Income tax expense for the periods presented  reflects
income taxes at statutory rates adjusted for available tax credits, dividends
received deductions and deductible nonqualified equity redemptions.  See Note
7 of Notes to Consolidated Financial Statements.

                             Financial Condition

Liquidity and Capital Resources

   The  Association's liquidity is dependent upon funds from  operations  and
external  sources of financing.  The principal source of external  short-term
financing  is  a  secured committed credit facility.   In  August  1998,  the
Association  refinanced  its $440 million secured committed  credit  facility
with  a $500 million credit agreement with a commercial bank that included  a
secured  $125  million  364-day line of credit  commitment,  a  secured  $125
million  three-year  revolving credit facility and a $250 million  three-year
unsecured  bridge  facility.  Upon the consummation of the  sale  of  certain
assets  of  the  Agri-Services segment in October 1998, the bridge  loan  was
repaid.   See  Notes 1 and 11 of Notes to Consolidated Financial  Statements.
In   1998,  the  Association  obtained  a  $50  million  term  loan  from  an
agricultural credit bank and a $69.9 million rolling four-month  equity  swap
arrangement  with a commercial bank.  The equity swap was reset in  1999  for
$58.1  million, in 2000 for $42.9 million and in 2001 for $55.2 million.   In
December  1999,  the Association reduced its $250 million  secured  committed
credit  facility to $200 million and in July 2000 increased the  facility  to
$220  million.   The  facility included a three-year $120  million  revolving
credit commitment and a $100 million 364-day line of credit commitment.

   On  November  3, 2000, the Association established a $240  million  Senior
Secured  Credit Facility with a group of financial institutions that includes
a  $100 million 364-day revolving line of credit, a $95 million two-year term
loan, and a $45 million five-year term loan.  The interest rates on the  364-
day  and  two-year  term facilities range from 2.25% to 3%  over  the  London
Interbank Offered Rate (LIBOR), adjusted quarterly based on the Association's
financial condition.  The weighted average rate on these facilities was 6.98%
at  June 30, 2001.  The interest rate on the five-year term loan was fixed at
10.57%.  The Association's senior notes, senior secured credit facilities and
term  loan with an agricultural credit bank are secured by substantially  all
of  the  Association's  inventories, receivables,  and  property,  plant  and
equipment.  At June 30, 2001, the Association had unused loan commitments  of
$57  million.  See Note 4 of Notes to Consolidated Financial Statements.  The
Association  is in the process of refinancing the 364-day revolving  line  of
credit and the two-year term loan.  Commitments in the amount of $110 million
for  the  364-day revolving line of credit and $95 million for  the  two-year
term  loan  were accepted from a group of financial institutions on September
24,  2001.  Terms and conditions of the line of credit and the term loan will
be  essentially unchanged from those of the November 3, 2000 agreement.   The
transaction is expected to close in October 2001.

   Covenants  under  the  terms of the loan agreements with  lenders  include
conditions that could limit short-term and long-term financing available from
various  external  sources.   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.  At June 30, 2001, the Association
was in compliance with all applicable loan covenants.  See Note 4 of Notes to
Consolidated Financial Statements.

   In October 1998, the Association completed the sale of assets of the Agri-
Services  segment  to Southern States.  In order to resolve the  post-closing
valuation  process,  the Association agreed in September 1999  to  repurchase
from  Southern States approximately $34.5 million of accounts and crop  notes
receivable.  The agreement resulted in a final settlement payment to Southern
States  of  approximately  $21.2 million in  September  1999.   In  order  to
complete  the transaction with Southern States, the Association committed  to
purchase from Southern States, subject to certain terms and conditions, up to
$100 million principal amount of preferred securities if Southern States  was
unable  to  market the securities to other purchasers.  In October 1999,  the
Company  purchased  for $98.6 million the $100 million  principal  amount  of
preferred  securities  as  required  under  the  commitment.   The  preferred
securities  carry a  current weighted average dividend rate  of  8.5%.   Gold
Kist  is permitted to sell the preferred securities, which are classified  as
noncurrent  investments  in  the accompanying  consolidated  balance  sheets,
pursuant  to  applicable securities regulations.  See Note  11  of  Notes  to
Consolidated Financial Statements.

   In 1999, the operating activities of continuing operations provided $156.2
million  in cash as a result of the improvement in poultry operating margins.
Net  cash from investing activities reflected proceeds of $218.3 million from
the  sale  of the Agri-Services segment.  Cash flow from investing activities
included  $14.2 million from the sale of loans and disposals of  investments.
The  proceeds from these activities were used to repay short-term  borrowings
and  long-term  debt, which included maturing Subordinated Certificates.   In
addition,  cash  uses included the funding of capital expenditures  of  $31.9
million and net equity redemptions of $5.6 million.

   In  2000,  the  operating activities of continuing  operations  used  $7.8
million in cash as a result of the net operating loss caused by the depressed
poultry  market  conditions.  Net cash used in investing activities  included
the  purchase  of  the Southern States securities for $98.6 million  and  the
repurchase of accounts and crop notes receivable from Southern States  for  a
net  amount of $20.5 million.  See Note 11 of Notes to Consolidated Financial
Statements.  In addition, cash was used to fund capital expenditures of $29.9
million  and  to  pay  patronage refunds and net equity redemptions  of  $4.3
million.   Existing  cash  balances  and increases  in  short  and  long-term
borrowings were used to fund these expenditures.

   In  2001,  cash  provided by operating activities  was  $71.9  million,  a
significant   improvement  from  2000.   Operating  cash  flow  provided   by
depreciation  and amortization expense and reductions in current  assets  was
partially  offset  by  the  noncash gain from the  curtailment  of  the  post
retirement medical plan and related pension plan settlements, and the  equity
in  the undistributed earnings of Golden Peanut Company.  The net cash  flows
from  operating  activities, along with additional net long-term  borrowings,
was used to repay the single installment senior note of $20 million and short-
term  borrowings, which included maturing Subordinated Certificates,  and  to
fund  capital asset expenditures of $33.5 million and net equity  redemptions
of $5.9 million.

   Working  capital  and patrons' and other equity were  $121.1  million  and
$272.6  million, respectively, at June 30, 2001 as compared to $23.8  million
and  $239.5 million, respectively, at July 1, 2000.  The increase in  working
capital   reflected   the   decrease   in   current   liabilities   and   the
reclassification of certain investments to current assets.  In  keeping  with
its  strategy  to  divest  non-core assets, the  Association  liquidated  its
investment  in  Golden Peanut Company, LLC on August 30, 2001  and  plans  to
liquidate  the  investment in the marketable equity security  over  the  next
twelve  months.  The increase in patrons' equity reflected the  $8.8  million
increase  in value of the marketable equity security, net of tax,  and  $33.1
million in net margins.

   The Association plans capital expenditures of approximately $45 million in
2002  that primarily include expenditures for expansion of further processing
capacity and technological advances in poultry production and processing.  In
addition,  planned capital expenditures include other asset improvements  and
necessary  replacements.  Management intends to finance planned 2002  capital
expenditures  and related working capital needs with existing cash  balances,
cash  expected  to  be  provided from operations, additional  borrowings  and
liquidation  of  investments  as needed.  In 2002,  management  expects  cash
expenditures  to  approximate  $5 million for equity  distributions,  net  of
insurance  proceeds.   In connection with the sale of  assets  of  the  Agri-
Services  segment to Southern States during 1999, Gold Kist discontinued  the
sale of Subordinated Certificates.  The Association believes cash on hand and
cash  equivalents  at  June 30, 2001 and cash expected to  be  provided  from
operations,  in  addition  to  borrowings available  under  committed  credit
arrangements,  will  be sufficient to maintain cash flows  adequate  for  the
Association's operational objectives during 2002 and to fund the repayment of
outstanding Subordinated Certificates as they mature.

Important Considerations Related to Forward-Looking Statements

    It   should  be  noted  that  this  discussion  contains  forward-looking
statements, which are subject to substantial risks and uncertainties.   There
are  many factors which could cause actual results to differ materially  from
those  anticipated by statements made herein.  In light of  these  risks  and
uncertainties,  the Association cautions readers not to place undue  reliance
on  any forward-looking statements.  The Association undertakes no obligation
to  publicly  update or revise any forward-looking statements  based  on  the
occurrence of future events, the receipt of new information or otherwise.

   Among the factors that may affect the operating results of the Association
are  the  following:  (i) fluctuations in the cost and  availability  of  raw
materials,  such  as feed grain costs; (ii) changes in the  availability  and
relative  costs  of labor and contract growers; (iii) market  conditions  for
finished  products, including the supply and pricing of alternative proteins;
(iv) effectiveness of sales and marketing programs; (v) risks associated with
leverage, including cost increases due to rising interest rates; (vi) changes
in   regulations  and  laws,  including  changes  in  accounting   standards,
environmental laws and occupational, health and safety laws; (vii) access  to
foreign markets together with foreign economic conditions; and (viii) changes
in general economic conditions.

Effects of Inflation

   The major factor affecting the Association's net sales volume and cost  of
sales  is  the change in commodity 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 has,
however, affected operating costs such as labor, energy and material costs.

Future Accounting Requirements

   In  July  2001,  the  Financial  Accounting  Standards  Board  issued  two
statements,  SFAS  141  on  Business Combinations  and  SFAS  142  addressing
Goodwill and Intangible Assets.  The statement on Business Combinations  will
require  the  use  of  the  purchase method of accounting  for  all  business
combinations  initiated after June 30, 2001.  The Company does not  have  any
pending acquisitions or mergers as of June 30, 2001.

   The statement on Goodwill and Intangible Assets will require that goodwill
no longer be amortized instead it will be periodically tested for impairment.
The  Statement  will  apply  to  existing  goodwill  and  intangible  assets,
beginning  with  fiscal years starting after December  15,  2001  with  early
adoption permitted for companies with a fiscal year beginning after March 15,
2001, for which first quarter financial statements have not been issued.  The
Company has approximately $20 million of goodwill included in other assets in
the  accompanying  consolidated balance sheet at June 30,  2001  with  annual
amortization  of $1.2 million.  The Company is in the process  of  evaluating
the  financial  statement  impact of the SFAS 142, including  the  period  of
adoption.


Item 7A.    Quantitative And Qualitative Disclosure About Market Risks.

Market Risk

   The  principal  market  risks affecting the Association  are  exposure  to
changes  in commodity prices and interest rates on borrowings.  Although  the
Company  has  international net sales volume and related accounts  receivable
for  foreign  customers, there is no foreign currency exchange  risk  as  all
sales are denominated in United States dollars.

Commodities Risk

  The Association is a purchaser of certain agricultural commodities used for
the manufacture of poultry feeds.  The Association uses commodity futures and
options  for  economic  hedging purposes to reduce  the  effect  of  changing
commodity  prices  and  to  ensure supply  of  a  portion  of  its  commodity
inventories  and  related  purchase  and sale  contracts.   Feed  ingredients
futures  and option contracts, primarily corn and soybean meal, are accounted
for  at market.  Changes in fair value on these commodity futures and options
are  recorded  as  a  component of product cost in earnings.   Terms  of  the
Association's committed secured credit facility limit the use of cash forward
contracts  and  commodities futures and options transactions.   At  June  30,
2001,  the  notional amounts and fair value of the Association's  outstanding
commodity futures and options positions were not material.


Item 8.    Financial Statements and Supplementary Data.


                             INDEX

FINANCIAL STATEMENTS:                                    Page

 GOLD KIST INC.
 CONSOLIDATED FINANCIAL STATEMENTS:
 Independent Auditors' Reports                              17
 Consolidated Balance Sheets as of July 1, 2000 and
   June 30, 2001                                            19
 Consolidated Statements of Operations for the years
   ended June 26, 1999, July 1, 2000 and June 30, 2001      20
 Consolidated Statements of Patrons' and Other Equity
   and Comprehensive Income (Loss) for the years
   ended June 26, 1999, July 1, 2000 and June 30, 2001      21
 Consolidated Statements of Cash Flows for the years
   ended June 26, 1999, July 1, 2000 and June 30, 2001      22
 Notes to Consolidated Financial Statements                 23

FINANCIAL STATEMENT SCHEDULES
(Included in Part IV of this Report):

 FINANCIAL STATEMENT SCHEDULE:
 Valuation Reserves and Qualifying Accounts for the
   years ended June 26, 1999, July 1, 2000 and
   June 30, 2001                                            42


                        INDEPENDENT AUDITORS' REPORT


The Board of Directors
Gold Kist Inc.:

    We have audited the accompanying consolidated balance sheets of Gold Kist
Inc.  and subsidiaries as of July 1, 2000 and June 30, 2001, and the  related
consolidated  statements  of  operations,  patrons'  and  other  equity   and
comprehensive  income (loss), and cash flows for each of  the  years  in  the
three-year  period ended June 30, 2001, as listed in the accompanying  index.
In  connection  with our audits of the consolidated financial statements,  we
also  have  audited  the  financial  statement  schedule  as  listed  in  the
accompanying  index.  These consolidated financial statements  and  financial
statement  schedule are the responsibility of the Company's management.   Our
responsibility  is  to  express  an opinion on these  consolidated  financial
statements and financial statement schedule based on our audits.  We did  not
audit the consolidated financial statements of Golden Peanut Company, LLC and
Subsidiaries,  an  investment  accounted  for  using  the  equity  method  of
accounting,  as  described  in  Note  10(b)  to  the  consolidated  financial
statements.  The consolidated financial statements of Golden Peanut  Company,
LLC  and  Subsidiaries were audited by other auditors whose report  has  been
furnished  to  us,  and  our opinion, insofar as it relates  to  the  amounts
included for Golden Peanut Company, LLC and Subsidiaries, is based solely  on
the report of the other auditors.

    We  conducted our audits in accordance with auditing standards  generally
accepted  in the United States of America.  Those standards require  that  we
plan  and perform the audit to obtain reasonable assurance about whether  the
financial  statements are free of material misstatement.  An  audit  includes
examining,  on a test basis, evidence supporting the amounts and  disclosures
in the financial statements.  An audit also includes assessing the accounting
principles  used  and significant estimates made by management,  as  well  as
evaluating the overall financial statement presentation.  We believe that our
audits  and the report of the other auditors provide a reasonable  basis  for
our opinion.

    In our opinion, based on our audits and the report of the other auditors,
the  consolidated financial statements referred to above present  fairly,  in
all  material  respects,  the  financial  position  of  Gold  Kist  Inc.  and
subsidiaries as of July 1, 2000 and June 30, 2001, and the results  of  their
operations  and  their  cash flows for each of the years  in  the  three-year
period  ended  June  30,  2001,  in  conformity  with  accounting  principles
generally accepted in the United States of America.  Also in our opinion, the
related  financial  statement schedule, when considered in  relation  to  the
basic consolidated financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.




                                   KPMG LLP


Atlanta, Georgia
September 7, 2001



                          REPORT OF INDEPENDENT AUDITORS



The Board of Directors
Golden Peanut Company, LLC

    We  have  audited the accompanying consolidated balance sheets of  Golden
Peanut Company, LLC and subsidiaries (the "Company") as of June 30, 2001  and
2000, and the related consolidated statements of operations, members' equity,
and  cash flows for each of the three years in the period ended June 30, 2001
(not  presented  separately  herein).  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audits.

    We  conducted our audits in accordance with auditing standards  generally
accepted  in  the United States.  Those standards require that  we  plan  and
perform  the audit to obtain reasonable assurance about whether the financial
statements  are free of material misstatement.  An audit includes  examining,
on  a  test  basis,  evidence supporting the amounts and disclosures  in  the
financial  statements.   An  audit  also includes  assessing  the  accounting
principles  used  and significant estimates made by management,  as  well  as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

   In our opinion, the financial statements referred to above present fairly,
in  all  material  respects, the consolidated financial  position  of  Golden
Peanut  Company,  LLC and subsidiaries at June 30, 2001  and  2000,  and  the
consolidated results of their operations and their cash flows for each of the
three  years in the period ended June 30, 2001, in conformity with accounting
principles generally accepted in the United States.


                                        Ernst & Young LLP


Atlanta, Georgia
August 31, 2001, except
for the fourth paragraph
of Note 11, as to which
the date is September 17, 2001

                               GOLD KIST INC.
                         CONSOLIDATED BALANCE SHEETS
                           (Amounts in Thousands)
<TABLE>
<CAPTION>
                                             July 1, 2000   June 30, 2001
                             ASSETS
<S>                                           <C>               <C>
Current assets:
 Cash and cash equivalents                    $   8,671          11,339
 Receivables, principally trade, less
  allowance for doubtful accounts of
  $4,041 in 2000 and $2,449 in 2001             106,698         106,997
 Inventories (note 2)                           183,061         175,054
 Deferred income taxes                           16,360          18,177
 Investments (note 10)                                -          72,002
 Other current assets                            18,924          12,735
  Total current assets                          333,714         396,304
Investments (notes 1(f) and 10)                 167,988         121,612
Property, plant and equipment, net
 (note 3)                                       239,188         230,167
Other assets                                    140,400         121,973
                                               $881,290         870,056


                     LIABILITIES AND EQUITY
Current liabilities:
 Notes payable and current maturities
  of long-term debt (note 4):
  Short-term borrowings                        $131,910          98,220
  Subordinated loan certificates                     40               -
  Current maturities of long-term debt           34,352          22,913
                                                166,302         121,133
 Accounts payable                                72,325          72,898
 Accrued compensation and related
  expenses                                       24,052          32,159
 Interest left on deposit (note 4)               11,528          11,900
 Other current liabilities                       35,756          37,127
  Total current liabilities                     309,963         275,217
Long-term debt, excluding current
 maturities (note 4)                            251,714         266,285
Accrued postretirement benefit costs
 (note 8(b))                                     58,407          32,143
Other liabilities                                21,716          23,861
  Total liabilities                             641,800         597,506
Patrons' and other equity (note 6):
 Common stock, $1.00 par value -
  Authorized 500 shares; issued and
  outstanding 30 in 2000 and 29 in 2001              30              29
 Patronage reserves                             197,520         189,278
 Accumulated other comprehensive income           8,165          15,450
 Retained earnings                               33,775          67,793
  Total patrons' and other equity               239,490         272,550
Commitments and contingencies
 (notes 4, 5, 6, 8, 9 and 10(b))
                                               $881,290         870,056

</TABLE>
        See accompanying notes to consolidated financial statements.



                               GOLD KIST INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Amounts in Thousands)
<TABLE>
<CAPTION>
                                                  Years Ended
                                 June 26, 1999   July 1, 2000  June 30, 2001
<S>                                <C>             <C>            <C>
Net sales volume                   $1,822,708      1,770,453      1,810,755
Cost of sales                       1,624,510      1,709,183      1,690,437
  Gross margins                       198,198         61,270        120,318
Distribution, administrative and
  general expenses                     76,258         82,297 	     88,507
Benefit plans curtailment and
  settlements gain
  (note 8(b))                               -	           -	     33,727
  Net operating margins (loss)        121,940        (21,027)        65,538
Other income (deductions):
  Interest and dividend income          2,833          8,262         11,459
  Interest expense                    (26,050)       (30,425)       (40,127)
  Equity in earnings (loss) of
     affiliate (note 10(b))               188         (4,393)        10,048
  Miscellaneous, net (note 10(a))       4,660           (657)          (581)
       Total other deductions         (18,369)       (27,213)       (19,201)
  Margins (loss) from continuing
     operations before income
     taxes                            103,571        (48,240)        46,337
Income tax expense (benefit)-
 (note 7)                              34,210        (22,154)        13,271
  Margins (loss) from continuing
     operations                        69,361        (26,086)        33,066
Discontinued operations (notes 7
  and 11) - loss on disposal of
  Agri-Services segment (less
  applicable income tax benefit
  of $(4.3) million for 1999)          (8,034)             -              -
  Net margins (loss)               $   61,327        (26,086)        33,066
</TABLE>
        See accompanying notes to consolidated financial statements.

                               GOLD KIST INC.
             CONSOLIDATED STATEMENTS OF PATRONS' AND OTHER EQUITY
                       AND COMPREHENSIVE INCOME (LOSS)
       For the Years Ended June 26, 1999, July 1, 2000 and June 30, 2001
                            (Amounts in Thousands)

<TABLE>
<CAPTION>
                                          Accumulated other
                                      comprehensive income (loss)
                                          Unrealized
                                         gain (loss)
                                              on
                                          marketable  Pension
                       Common  Patronage    equity   liability  Retained
                       Stock   reserves    security  adjustment earnings  Total
<S>                    <C>     <C>         <C>         <C>     <C>      <C>
June 27, 1998          $ 33    198,517      27,099     (176)     8,533   234,006
 Comprehensive income:
  Net margins for 1999    -     14,990           -        -     46,337    61,327
  Change in value of
   marketable equity
   security, net of
   tax (note 10(a))       -          -      (8,084)       -          -    (8,084)
  Additional minimum
   pension liability      -          -           -     (169)         -      (169)
 Total comprehensive
  income                                                                  53,074
 Cash portion of
  nonqualified
  patronage refund        -    (2,263)           -        -          -    (2,263)
 Redemptions and other
  changes                (2)   (7,164)           -        -      1,716    (5,450)
June 26, 1999            31   204,080       19,015     (345)    56,586   279,367
 Comprehensive loss:
  Net loss for 2000       -         -            -        -    (26,086)  (26,086)
  Change in value of
   marketable equity
   security, net of
   tax (note 10(a))       -         -      (10,268)       -          -   (10,268)
  Additional minimum
   pension liability      -         -            -     (237)         -      (237)
 Total comprehensive
  loss                                                                   (36,591)
 Redemptions and other
  changes                (1)   (6,560)           -        -      3,275    (3,286)
July 1, 2000             30   197,520        8,747     (582)    33,775   239,490
 Comprehensive income:
  Net margins for 2001    -         -            -        -     33,066    33,066
  Change in value of
   marketable equity
   security, net of
   tax (note 10(a))       -         -        8,812        -          -     8,812
  Additional minimum
   pension liability      -         -            -   (1,527)         -    (1,527)
 Total comprehensive
  income               		                                          40,351
 Redemptions and other
  changes                (1)   (8,242)           -        -  	   952    (7,291)
June 30, 2001        $   29   189,278       17,559   (2,109)    67,793   272,550
</TABLE>


           See accompanying notes to consolidated financial statements.

                               GOLD KIST INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Amounts in Thousands)
<TABLE>
<CAPTION>
                                                  Years Ended
                                   June 26, 1999  July 1, 2000 June 30, 2001
<S>                                   <C>           <C>           <C>
Cash flows from operating activities:
 Margins (loss) from continuing
  operations                          $ 69,361       (26,086)      33,066
 Non-cash items included in margins
  (loss) from continuing operations:
  Depreciation and amortization         40,979        43,312       42,747
  Benefit plans curtailment and
   settlements gain                          -             -      (33,727)
  Equity in (earnings) loss of
   affiliate                              (188)        4,393      (10,048)
  Deferred income tax expense
   (benefit)                            10,460       (18,373)      13,589
  Other                                   (988)        2,855        1,254
 Changes in operating assets and
  liabilities:
  Receivables                           (1,103)        2,362         (299)
  Inventories                           (8,595)         (262)       8,007
  Other current assets                  14,072         1,209        6,928
  Accounts payable and accrued
   expenses                             33,159       (18,282)      10,051
  Interest left on deposit                (964)        1,041          372
Net cash provided by (used in)
 operating activities of
 continuing operations                 156,193        (7,831)      71,940
Net cash provided by operating
 activities of discontinued
 operations                             34,083             -            -
Net cash provided by (used in)
 operating activities                  190,276        (7,831)      71,940
Cash flows from investing activities:
 Acquisitions of investments                 -       (98,605)        (818)
 Acquisitions of property, plant and
  equipment                            (31,887)      (29,874)     (33,495)
 Proceeds from disposal of investments   6,028         3,429            8
 Proceeds from sale of loans             8,191             -            -
 Other                                   2,598        (2,592)       1,523
Net cash used in investing activities
 of continuing operations              (15,070)     (127,642)     (32,782)
Net cash provided by (used in)
 investing activities of
 discontinued operations:
  Proceeds from sale of the Agri-
   Services segment                    218,313             -            -
  Repurchase of accounts and crop
   notes receivable, net                     -       (20,538)           -
  Other                                      -         3,554            -
Net cash provided by (used in)
 investing activities                  203,243      (144,626)     (32,782)
Cash flows from financing activities:
 Short-term borrowings, net           (168,764)       63,770      (33,730)
 Proceeds from long-term debt           85,699       100,000      140,000
 Principal payments of long-term
  debt                                (295,814)      (17,667)    (136,868)
 Patronage refunds and other equity
  paid in cash                          (5,619)       (5,785)      (5,892)
Net cash provided by (used in)
 financing activities.                (384,498)      140,318      (36,490)
Net change in cash and cash
 equivalents                             9,021       (12,139)       2,668
Cash and cash equivalents at
 beginning of year                      11,789        20,810        8,671
Cash and cash equivalents at end
 of year                            $   20,810         8,671       11,339
Supplemental disclosure of cash
 flow data:
 Cash paid (received) during the
  years for:
  Interest (net of amounts
   capitalized)                     $   28,512        29,738       39,538
  Income taxes                      $   12,465         2,940       (6,042)
</TABLE>
        See accompanying notes to consolidated financial statements.

                               GOLD KIST INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                June 26, 1999, July 1, 2000 and June 30, 2001
                        (Dollar Amounts in Thousands)


(1)  Summary of Significant Accounting Policies

   Gold  Kist  Inc.  is  an agricultural membership cooperative  association,
headquartered  in Atlanta, Georgia.  Gold Kist Inc. has approximately  18,000
farmer  and  cooperative  association  members  located  principally  in  the
southeastern United States.  Gold Kist Inc. operates fully integrated broiler
production,  processing and marketing operations, as well as pork  production
facilities.   These operations provide marketing and purchasing  services  to
approximately 2,300 breeder, broiler and pork producers.

   Gold  Kist  Inc. and Southern States Cooperative, Incorporated  ("Southern
States") entered into an Asset Purchase Agreement (the "Agreement"), dated as
of July 23, 1998, pursuant to which Gold Kist Inc. agreed to sell and assign,
and Southern States agreed to purchase and assume, the assets and certain  of
the liabilities of Gold Kist Inc.'s agricultural inputs business.  In October
1998, Gold Kist Inc. completed the sale of assets and certain liabilities  to
Southern  States.   The  affected assets included substantially  all  of  the
assets of the Agri-Services segment (see note 11).

   The  accounting and reporting policies of Gold Kist Inc. and  subsidiaries
conform  to accounting principles generally accepted in the United States  of
America  and  to  general  practices among  agricultural  cooperatives.   The
following is a summary of the significant accounting policies.

  (a)  Basis of Presentation

          The  accompanying  consolidated financial  statements  include  the
     accounts  of  Gold  Kist Inc. and its subsidiaries  (collectively  "Gold
     Kist"  or  "Company"  or  "Association").  All significant  intercompany
     balances and transactions have been eliminated in consolidation.

          Certain  reclassifications have been  made  in  1999  and  2000  to
     conform to the presentation in 2001.

  (b)  Cash and Cash Equivalents

          Gold  Kist's  policy  is  to invest cash  in  excess  of  operating
     requirements  in highly liquid interest bearing debt instruments,  which
     include  commercial  paper  and  reverse repurchase  agreements.   These
     investments are stated at cost, which approximates market.  For purposes
     of  the  consolidated statements of cash flows, Gold Kist considers  all
     highly  liquid  debt instruments purchased with original  maturities  of
     three months or less to be cash equivalents.

  (c)  Inventories

          Live poultry and hogs consist of broilers, market hogs and breeding
     stock.   The broilers and market hogs are stated at the lower of average
     cost  or  market.   The breeding stock is stated at average  cost,  less
     accumulated amortization.

          Raw  materials  and supplies consist of feed ingredients,  hatching
     eggs, packaging materials and operating supplies.  These inventories are
     stated,  generally, on the basis of the lower of cost (first-in,  first-
     out  or average) or market.  Gold Kist engages in commodity futures  and
     options  transactions to manage the risk of adverse  price  fluctuations
     with regard to its feed ingredient purchases.

          Effective  July  2,  2000,  the Association  adopted  Statement  of
     Financial Accounting Standards (SFAS) 133 as amended by SFAS  138.   The
     Statement  requires the recognition of all derivatives  on  the  balance
     sheet  at  fair  value.  The Company's derivatives include  agricultural
     related  forward  purchase contracts, futures and options  transactions.
     The Company's futures transactions have historically been designated  as
     hedges  and options transactions have been marked to market.   Effective
     in the first quarter of 2001, changes



                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)

     in  the  fair value of these derivatives, except for forward  purchase
     contracts  on  which  the  Company takes physical  delivery,  have  been
     recorded  through  earnings.  The effect of  the  adoption  of  the  new
     Statements was immaterial.

          Marketable  products  consist  primarily  of  dressed  and  further
     processed  poultry.  These inventories are stated, principally,  on  the
     basis  of selling prices, less estimated brokerage, freight and  certain
     other selling costs where applicable (estimated net realizable value).

  (d)  Revenue Recognition

           Revenue  is recognized upon shipment or upon transfer of ownership
     of the product to the customer.  In accordance with Emerging Issues Task
     Force  Issue  00-10, shipping costs previously deducted from  net  sales
     volume  have  been reclassified to cost of sales.  This reclassification
     increased net sales volume and cost of sales by $57 million, $63 million
     and $65 million in fiscal 1999, 2000 and 2001, respectively.

  (e)  Property, Plant and Equipment

          Property, plant and equipment is recorded at cost.  Depreciation of
     plant  and  equipment is calculated using the straight-line method  over
     the estimated useful lives of the respective assets.

  (f)  Investments

          Investments in other cooperatives are recorded at cost and  include
     the  amount  of  patronage  refund certificates  and  patrons'  equities
     allocated,  less  distributions received.   These  investments  are  not
     readily   marketable  and  quoted  market  prices  are  not   available.
     Accordingly,  it  is not practical to determine these investments'  fair
     value.  The equity method of accounting is used for investments in other
     companies  in  which Gold Kist's voting interest is 20  to  50  percent.
     Investments  in  less  than 20 percent owned companies,  which  are  not
     readily marketable, are stated at cost.

          Gold  Kist  applies  the provisions of SFAS  115,  "Accounting  for
     Certain  Investments in Debt and Equity Securities."   Pursuant  to  the
     provisions  of  SFAS  115,  the  Company has classified  its  marketable
     equity    security    as   "available-for-sale."    "Available-for-sale"
     securities  are those the Company intends to hold for a period  of  time
     and  are not acquired with the intent of selling them in the near  term.
     Accumulated other comprehensive income - unrealized gains and losses  on
     "available-for-sale" securities are included as a separate component  of
     patrons'  and  other  equity in the accompanying consolidated  financial
     statements,  net  of  deferred income taxes.   Management  believes  the
     carrying value of the collateralized loans approximate market value and,
     accordingly,  no  adjustment  has been recognized  in  the  accompanying
     consolidated financial statements.

          Gold  Kist's  investment in Golden Peanut Company is accounted  for
     using  the  equity method (see note 10(b)).  Other investments accounted
     for under the equity method are not significant.

           On  August 30, 2001, Gold Kist liquidated its investment in Golden
     Peanut  Company  at  its  carrying value and intends  to  liquidate  the
     marketable  equity security over the next twelve months.  As  a  result,
     these  investments  have  been reclassified as  current  assets  in  the
     accompanying 2001 consolidated balance sheet.

  (g)  Income Taxes

          Gold  Kist operates as an agricultural cooperative not exempt  from
     Federal income taxes.  Aggregate margins not refunded in cash to members
     or  allocated  in the form of qualified written notices are  subject  to
     income taxes.


                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)

          The  bylaws  of  Gold  Kist  provide for  the  issuance  of  either
     qualified or nonqualified patronage refunds (as defined for purposes  of
     Subchapter  T  of  the  Internal  Revenue  Code).   Gold  Kist  utilizes
     nonqualified  patronage  refunds, which are deductible  for  income  tax
     purposes only to the extent paid or redeemed in cash.

          Income  taxes  are  accounted for under  the  asset  and  liability
     method.   Deferred  tax assets and liabilities are  recognized  for  the
     future   tax  consequences  attributable  to  differences  between   the
     financial  statement carrying amounts of existing assets and liabilities
     and  their  respective  tax  bases and operating  loss  and  tax  credit
     carryforwards.   Deferred tax assets and liabilities are measured  using
     enacted  tax rates expected to apply to taxable income in the  years  in
     which  those  temporary  differences are expected  to  be  recovered  or
     settled.  The effect on deferred tax assets and liabilities of a  change
     in  tax  rates  is  recognized as income or expense in the  period  that
     includes the enactment date.

  (h)  Fair Value of Financial Instruments

           Gold   Kist's   financial  instruments  include  cash   and   cash
     equivalents,  receivables  and accounts payable  and  accrued  expenses,
     interest  left  on deposit, notes receivable and debt.  Because  of  the
     short maturity of cash equivalents, receivables and accounts payable and
     accrued  expenses,  interest left on deposit, certain  short-term  debt,
     which  matures  in less than one year and long-term debt  with  variable
     interest  rates,  the  carrying  value  approximates  fair  value.   All
     financial  instruments are considered to have an estimated  fair  value,
     which  approximates carrying value at July 1, 2000  and  June  30,  2001
     unless otherwise specified (see notes 1(f) and 4).

   (i)   Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed
         Of

          Gold  Kist applies the provisions of SFAS 121, "Accounting for  the
     Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
     Of."   SFAS 121 requires that long-lived assets and certain identifiable
     intangibles  be reviewed for impairment whenever events  or  changes  in
     circumstances indicate that the carrying amount of an asset may  not  be
     recoverable.  Recoverability of assets to be held and used  is  measured
     by  a  comparison of the carrying amount of an asset to future net  cash
     flows  expected  to  be  generated by the asset.   If  such  assets  are
     considered  to be impaired, the impairment to be recognized is  measured
     by  the  amount by which the carrying amount of the assets  exceeds  the
     fair value of the assets.  Assets to be disposed of are reported at  the
     lower of the carrying amount or fair value less costs to sell.

  (j)  Comprehensive Income

           In  1999,  Gold  Kist  adopted SFAS 130, "Reporting  Comprehensive
     Income."   SFAS  130  establishes rules for reporting  of  comprehensive
     income  and  its  components.   Comprehensive  income  consists  of  net
     margins, unrealized gains and losses on a marketable equity security and
     pension  liability  adjustments, net of tax, and  is  presented  in  the
     consolidated  statements of patrons' and other equity and  comprehensive
     income (loss).  The adoption of SFAS 130 had no impact on total patrons'
     equity.

  (k)  Fiscal Year

          Gold  Kist  employs  a  52/53-week fiscal year.   The  consolidated
     financial statements for 1999, 2000 and 2001 reflect 52 weeks, 53  weeks
     and 52 weeks, respectively.  Fiscal 2002 will be a 52-week year.

  (l)  Use of Estimates

          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  to  prepare  these
     consolidated   financial  statements  in  conformity   with   accounting
     principles  generally accepted in the United States of America.   Actual
     results could differ from these estimates.

                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)


 (2) Inventories

  Inventories are summarized as follows:
<TABLE>
<CAPTION>
                                            2000      2001

          <S>                            <C>         <C>
          Live poultry and hogs           $ 97,623    90,065
          Marketable products               53,367    53,729
          Raw materials and supplies        32,071    31,260
                                          $183,061   175,054
</TABLE>

(3)  Property, Plant and Equipment

  Property, plant and equipment is summarized as follows:

<TABLE>
<CAPTION>
                                             2000     2001
          <S>                            <C>         <C>
          Land and land improvements      $ 33,654    32,140
          Buildings                        185,626   202,083
          Machinery and equipment          386,108   399,791
          Construction in progress           7,937     3,314
                                           613,325   637,328
          Less accumulated depreciation    374,137   407,161
                                          $239,188   230,167
</TABLE>

(4)  Notes Payable and Long-Term Debt

   Short-term  borrowings  at July 1, 2000 and June 30,  2001  include  $49.2
million  and $55.2 million, respectively, under a rolling four-month  secured
agreement  with a commercial bank entered into in April 1998.  The commercial
bank holds a marketable equity security owned by Gold Kist as collateral (see
note  10(a)).   The Company is required to maintain funds with  the  bank  to
account  for  volatility  in  the  market  price  of  the  security  held  as
collateral.   Interest  on  the borrowings is at one-month  London  Interbank
Offered Rate (LIBOR) plus .75% per annum.  The Company earns interest on  the
collateral funds at rates that approximate the federal funds rate.

   The  Company's long-term debt includes the Series B Senior Exchange  Notes
and  the  Series  C  Senior Exchange Notes with an  insurance  company.   The
interest  rates on these notes are adjusted quarterly in accordance with  the
Company's  financial condition.  As of June 30, 2001, interest rates  on  the
Series  B  Senior Exchange Notes and the Series C Senior Exchange Notes  were
11.25%  and 11.5%, respectively.  As of July 1, 2000, interest rates  on  the
Series  B  Senior Exchange Notes and the Series C Senior Exchange Notes  were
9.35% and 9.69%, respectively.

   At  July  1,  2000,  the Company's syndicated credit facility  included  a
secured  $125  million 364-day line of credit commitment and a  secured  $125
million  three-year  revolving credit facility  with  a  group  of  financial
institutions.   The  364-day line of credit and three-year  revolving  credit
facility, as well as, the Company's senior notes payable, term loan  with  an
agricultural  credit  bank  and any letters of credit  were  secured  by  all
inventories and receivables of the Company and by mortgages on the  Company's
facilities in Marshall County, Alabama and Sumter County, South Carolina.  In
July  2000, the Company reduced the secured committed credit facility to $220
million,  which includes a three-year $120 million revolving credit agreement
and a $100 million 364-day line of credit.

                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)

   On  November  3,  2000,  the Association replaced  its  syndicated  credit
facility  with a $240 million Senior Secured Credit Facility with a group  of
financial institutions that includes a $100 million 364-day revolving line of
credit,  a  $95 million two-year term loan, and a $45 million five-year  term
loan.   The interest rates on the 364-day and two-year term facilities  range
from  2.25%  to  3% over LIBOR, adjusted quarterly based on the Association's
financial condition.  The interest rate on the five-year term loan was  fixed
at  10.57%.  The Association's senior notes, senior secured credit facilities
and  term  loan with an agricultural credit bank are secured by substantially
all  of  the Association's inventories, receivables, and property, plant  and
equipment.  Short-term borrowings of $70 million and long-term debt  of  $120
million were repaid and replaced with proceeds of $54.5 million from the 364-
day revolving line of credit, the $95 million two-year term loan, and the $45
million five-year term loan on November 3, 2000.

  As of July 1, 2000 and June 30, 2001, the balance outstanding under the 364-
day  line  of  credit was $89 million and $43 million, respectively,  with  a
weighted average interest rate of 9% and 6.8%, respectively.

   Interest left on deposit represents amounts of interest payable, which  at
the  option  of the holders of various classes of certificates,  is  left  on
deposit with Gold Kist.  Additional interest on these amounts accrues at  the
same rates as the related certificates.

  Long-term debt is summarized as follows:
<TABLE>
<CAPTION>
                                                          2000        2001
    <S>                                                   <C>        <C>
    Single installment Series A senior exchange note
     due in June 2001 with interest payable quarterly      $ 20,000        -
    Series B senior exchange notes, due in annual
     installments of $2,727 beginning in February
     2002 with interest payable quarterly                    30,000   30,000
    Series C senior exchange notes, due in annual
     installments of $2,272 beginning in May 2002
     with interest payable quarterly                         25,000   25,000
    Senior secured note payable with an insurance
     company due in November 2005 with interest payable
     quarterly at a fixed rate of 10.57%                          -   45,000
    Revolving credit agreements with financial
     institutions (weighted average rate of  8.1% at
     July 1, 2000)                                          100,000        -
    Term loan agreements with financial institutions,
     due in November 2002 (weighted average rate of 7%
     at June 30, 2001)                                            -   95,000
    Term loan agreements with agricultural credit bank,
     due in semi-annual installments of $1,785 with
     interest payable quarterly (weighted average
     interest rate of 8.5% at July 1, 2000 and 9.7% at
     June 30, 2001)                                          44,645   41,075
    Subordinated capital certificates of interest with
     fixed maturities ranging from  three to fifteen
     years, unsecured (weighted average interest rate
     of 7.6% at July 1, 2000 and 7.9% at
     June 30, 2001)                                          53,863   42,272
    Tax exempt industrial revenue bonds with varying
     interest rates, due in quarterly and annual
     installments through 2016                               10,000    9,550
    Pro rata share of mortgage loan, at 8.47% interest,
     due in monthly installments to June 30, 2004,
     secured by a building                                    1,360    1,069
    Other                                                     1,198      232
                                                            286,066  289,198
       Less current maturities                               34,352   22,913
                                                           $251,714  266,285
</TABLE>

   Based  upon  discounted cash flows of future payments,  assuming  interest
rates  available  to Gold Kist for issuance of debt with  similar  terms  and
remaining maturities, the estimated fair value of the Series A, Series B  and
Series  C  senior  exchange  notes at July 1, 2000  was  approximately  $74.4
million  and  excluding the Series A senior exchange note, was  approximately
$56.8  million at June 30, 2001.  The estimated fair value of the term  loans
with  the  agricultural credit bank at July 1, 2000 and  June  30,  2001  was
approximately  $41.8  million  and  $39.7  million,  respectively,  and   the
estimated fair value of the senior secured note with an insurance company was
$45.8 million at June 30, 2001.

                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)

     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.   At June 30, 2001, the Association was in compliance  with  all
loan covenants.

    Annual required principal repayments on long-term debt for the five years
subsequent to June 30, 2001 are as follows:
<TABLE>
<CAPTION>
       <S>                                              <C>
       Year:
       2002                                              $ 22,913
       2003                                               110,390
       2004                                                14,175
       2005                                                10,515
       2006                                                54,613
</TABLE>
(5)  Leases

   Gold  Kist  leases vehicles, transportation and processing  equipment  and
certain  facilities from third parties under operating leases, many of  which
contain  renewal options. Rent expense from continuing operations  for  1999,
2000   and   2001  was  $13.4  million,  $16.3  million  and  $19.3  million,
respectively.     Commitments  for  minimum  rentals   under   non-cancelable
operating leases at the end of 2001 are as follows:
<TABLE>
<CAPTION>
       <S>                                                <C>
       Year:
       2002                                               $11,080
       2003                                                 8,977
       2004                                                 6,371
       2005                                                 3,999
       2006                                                 1,414
       Thereafter                                             466
                                                          $32,307
</TABLE>

(6) Patrons' and Other Equity

   Gold  Kist's Articles of Incorporation provide for a class of common stock
and  a  class  of preferred stock pursuant to the provisions of  the  Georgia
Cooperative  Marketing Act.  Each member is allocated  one  share  of  common
stock, $1.00 par value.  The common shares are not marketable or transferable
and  no  dividends will be declared on these common shares.  No  issuance  of
preferred stock has been authorized by Gold Kist.

   Patronage  reserves  represent undistributed member margins  allocated  as
either  qualified or nonqualified notified equity, less income taxes paid  on
undistributed  nonqualified equity.  Qualified notified equity is  deductible
for income tax purposes when allocated; whereas, nonqualified notified equity
is  deductible upon redemption.  The redemption of qualified and nonqualified
notified  equity  is  subject to the discretion of the  Board  of  Directors.
Patronage  reserves  do  not  bear  interest  and  are  subordinated  to  all
certificates outstanding and indebtedness of Gold Kist.

   Retained  earnings  include  an allocation  of  member  margins  based  on
financial  ratios, as well as cumulative net margins (losses) resulting  from
nonmember    and    nonpatronage   transactions,   including   noncooperative
subsidiaries,  and  losses  from  patronage operations.   Also  included  are
amounts related to the early redemption of notified equity, representing  the
difference between the face value and the redemption amounts.


                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)

(7) Income Taxes

  Total income tax expense (benefit) was allocated as follows:
<TABLE>
<CAPTION>
                                                   1999     2000      2001
  <S>                                           <C>       <C>       <C>
  Margins (loss) from continuing operations     $34,210   (22,154)   13,271
  Loss on disposal of Agri-Services segment      (4,326)         -        -
  Patrons' and other equity - accumulated
    comprehensive income -
    unrealized gain on marketable equity
     security                                    (4,353)   (5,529)    4,745
    pension liability adjustment                   (100)     (141)     (910)
                                                $25,431   (27,824)   17,106
</TABLE>

   The  provisions  for  income tax expense (benefit),  principally  Federal,
related  to  margins  (loss)  from  continuing  operations  consist  of   the
following:
<TABLE>
<CAPTION>
                                                  1999      2000      2001
  <S>                                           <C>       <C>        <C>
  Current expense (benefit)                     $23,750    (3,781)     (318)
  Deferred expense (benefit)                     10,460   (18,373)   13,589
                                                $34,210   (22,154)   13,271
</TABLE>

   Gold  Kist's combined federal and state effective tax rate from operations
for   1999,  2000  and  2001  was  33%,  (46)%  and  29%,  respectively.    A
reconciliation  of income tax expense (benefit) allocated to  margins  (loss)
from  continuing operations computed by applying the Federal corporate income
tax  rate  of  35%  in 1999, 2000 and 2001 to margins (loss) from  continuing
operations before income taxes for the applicable year follows:
<TABLE>
<CAPTION>

                                                  1999      2000       2001
  <S>                                           <C>       <C>       <C>
  Computed expected income tax expense
    (benefit)                                   $36,250   (16,884)   16,218
  Increase (decrease) in income tax expense
    (benefit) resulting from:
    Cash portion of nonqualified patronage
     refund                                        (792)         -        -
    Effect of state income taxes, net of
     Federal benefit                              1,274    (2,644)      784
    Dividends received deduction                   (634)     (711)   (2,026)
    Nonqualified equity redemptions              (1,543)   (1,187)   (1,582)
    Employment credits                             (109)     (219)     (203)
    Other, net                                     (236)     (509)       80
                                                $34,210   (22,154)   13,271
</TABLE>

                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)

   The  tax  effects of temporary differences that give rise  to  significant
portions of the deferred tax assets and deferred tax liabilities at  July  1,
2000 and June 30, 2001 are as follows:
<TABLE>
<CAPTION>
                                                       2000      2001
  <S>                                                 <C>        <C>
  Deferred tax assets:
    Postretirement benefits                           $22,781    13,121
    Federal tax operating loss carryforward             9,058     7,799
    Insurance accruals                                 10,092    11,074
    Federal alternative minimum tax carryforward        1,678     2,466
    Allowance for doubtful accounts                     1,811     1,506
    State tax operating loss carryforwards              3,777     3,774
    Equity in partnerships                              4,622     1,544
    Investment reserve.                                 7,822     8,926
    Discontinued operations                             3,708     3,708
    Other                                               3,606     1,003
     Total gross deferred tax assets                   68,955    54,921
    Less valuation allowance                             (397)     (390)
     Total net deferred tax assets                     68,558    54,531

  Deferred tax liabilities:
    Unrealized gain on marketable equity security      (4,710)   (9,455)
    Accelerated depreciation                           (6,048)   (5,655)
    Deferred compensation                              (8,606)   (8,557)
     Total deferred tax liabilities                   (19,364)  (23,667)
     Net deferred tax assets                         $ 49,194    30,864
</TABLE>

   The  net change in the total valuation allowance for the years ended 1999,
2000  and  2001  was  a  decrease of $516,  $223 and $7,  respectively.   The
Company's   management   believes  the  existing  net  deductible   temporary
differences comprising the total net deferred tax assets will reverse  during
periods in which the Company generates net taxable income.

   At  June  30,  2001,  Gold  Kist  has an alternative  minimum  tax  credit
carryforward  for  federal  income tax purposes of  $2.5  million,  which  is
available  to  offset future federal income taxes, if any.  The  federal  tax
operating loss carryforward of $22.3 million at June 30, 2001 expires on June
30,  2020  and  is available to offset future federal income taxes,  if  any,
during such period.

(8) Employee Benefits

  (a)  Pension Plan

           Gold  Kist  has  noncontributory  defined  benefit  pension  plans
     covering  substantially  all  of  its employees  and  directors  and  an
     affiliate's   employees   (participants).    The   affiliate's   benefit
     obligation,  plan assets and net periodic benefit cost are not  included
     in  the  following  tables.  The plan provisions covering  the  salaried
     participants  provide pension benefits that are based on the  employees'
     compensation during the years before retirement or other termination  of
     employment.   The  plan  provisions  covering  the  hourly  participants
     provide  pension  benefits that are based on  years  of  service.   Gold
     Kist's  funding policy is to contribute within the guidelines prescribed
     by  Federal  regulations.  Plan assets consist principally of  corporate
     equities and bonds, and United States Government and Agency obligations.

                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)

  (b)  Medical and Life Insurance Plans

          Effective January 1, 2001, the Association substantially  curtailed
     its   postretirement  medical  benefit  plan.   Postretirement   medical
     coverage  will  only  be  available  to  existing  retirees  and  active
     employees, who as of that date, were 62 years of age or older and had 15
     or  more years of service.  A gain from the curtailment of approximately
     $29.5  million  is  reflected  in  the  accompanying  2001  consolidated
     statement  of operations with the accompanying reduction in the  accrued
     postretirement  benefit  liability  in  the  accompanying   consolidated
     balance  sheet  at  June 30, 2001.  It is anticipated  that  the  annual
     postretirement benefit expense will be approximately $500  thousand  for
     fiscal years after 2001.

   The  following  table sets forth the plans' change in benefit  obligation,
change  in plan assets and economic assumptions for the years ended  July  1,
2000 and June 30, 2001.
<TABLE>
<CAPTION>
                                                           Medical & Life
                                        Pension Benefits  Insurance Benefits
                                         2000      2001    2000       2001
<S>                                   <C>        <C>      <C>       <C>
Change in benefit obligation
Benefit obligation at beginning of
  year                                $121,685   130,404  66,057     73,071
Service cost                             4,072     4,691   3,539      2,883
Interest cost                            8,914     9,956   4,679      4,603
Actuarial (gains) and losses            (4,208)   11,118   1,764      8,624
Benefits paid (other than settlements) (12,987)   (4,590) (2,968)    (3,416)
Plan amendments                         12,928         -       -    (20,278)
Settlements and curtailment                  -   (15,572)      -    (40,588)
Benefit obligation at end of year      130,404   136,007  73,071     24,899

Change in plan assets
Fair value of plan assets at beginning
  of year                              179,910   180,482       -          -
Actual return on plan assets            12,139   (14,205)      -          -
Contributions by employer                1,420       949   2,968      3,416
Benefits paid (other than settlements) (12,987)   (4,590) (2,968)    (3,416)
Settlements                                  -   (15,572)      -          -
Fair value of plan assets at end of
  year                                 180,482   147,064       -          -

Funded status                           50,078    11,057 (73,071)   (24,899)
Unrecognized transition (asset)
  /obligation                           (3,327 )  (2,032)      -          -
Unrecognized prior service cost         16,320    14,094     376    (19,503)
Unrecognized actuarial (gain)/loss     (33,548)   11,028  10,639      7,866
Contributions after the measurement
  date                                     174       242     781        879
Net amount recognized                   29,697    34,389 (61,275)   (35,657)

Prepaid benefit cost                    38,180    43,110       -          -
Accrued benefit liability              (10,446)  (12,905)(61,275)   (35,657)
Intangible asset                         1,035       818       -          -
Accumulated other comprehensive loss       928     3,366       -          -
Net amount recognized                   29,697    34,389 (61,275)   (35,657)
  Less current portion                                     2,868      3,514
                                                         (58,407)   (32,143)
Weighted-average assumptions as of year-end
Discount rate                             8.00%     7.50%   8.00%      7.50%
Expected return on plan assets            9.50      9.50       -          -
Rate of compensation increase             5.02      5.02       -          -
</TABLE>

                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)


The  health  care  cost  trend rate used to determine the  medical  and  life
insurance benefit obligation at July 1, 2000 was 8%, declining ratably to  5%
by the year 2006 and remaining at that level thereafter. The health care cost
trend  rate  used  to  determine  the  medical  and  life  insurance  benefit
obligation at June 30, 2001 was 10%, declining ratably to 5% by the year 2011
and  remaining  at that level thereafter.  A 1% increase in the  health  care
cost  trend  rate  would  increase the medical  and  life  insurance  benefit
obligation  as of June 30, 2001 by $1,055.  A 1% decrease in the health  care
cost  trend  rate  would  decrease the medical  and  life  insurance  benefit
obligation as of June 30, 2001 by $931.
<TABLE>
<CAPTION>
                                                          Medical & Life
                                    Pension Benefits    Insurance Benefits
                                1999     2000    2001    1999    2000   2001
<S>                           <C>       <C>     <C>      <C>    <C>   <C>
Components of net periodic
  benefit cost (income)
Service cost                  $ 4,470    4,072    4,691  3,181  3,539   2,883
Interest cost                   9,145    8,914    9,956  4,106  4,679   4,603
Estimated return on plan
  assets                      (13,681) (13,899) (15,124)     -      -       -
Net amortization                   17      433    1,077    130    243    (136)
                                  (49)    (480)     600  7,417  8,461   7,350
Settlements and curtailment         -        -   (4,273)     -      - (29,454)
Net periodic benefit
  expense (income) after
  settlements and
  curtailment                 $   (49)    (480)  (3,673) 7,417  8,461 (22,104)
</TABLE>

  A 1% increase in the health care cost trend rate would increase the medical
and  life insurance service and interest cost components as of June 30,  2001
by  $1,136.  A 1% decrease in the health care cost trend rate would  decrease
the  medical  and life insurance service and interest cost components  as  of
June 30, 2001 by $881.

(9) Contingent Liabilities and Commitments

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

   Gold  Kist  is a guarantor of $60.0 million under a $75.0 million  secured
loan agreement between an agricultural credit bank and Young Pecan Company, a
pecan  processing and marketing partnership in which Gold Kist  holds  a  25%
equity  interest and 35% earnings (loss) allocation.  At June 30,  2001,  the
amounts outstanding under this facility were $73 million.

   Gold  Kist received proceeds in prior years for collateralized loans  sold
with recourse to an insurance company, of which $6 million was outstanding at
June 30, 2001.  No gain or loss was recognized on the sale of these loans.

(10) Investments

   (a) Marketable Equity Security

       At June 26, 1999, the Association's marketable  equity   security  was
     carried at  its  fair  value  of  $50.0 million, which represents a gross
     unrealized gain of $29.3 million.  The 1999 gross unrealized gain, net of
     deferred taxes of $10.2 million, has been reflected as a separate component
     of patrons' and other equity.  At July  1,  2000, the Association's
     marketable equity security was carried at its fair value of $34.2 million,
     which represents a gross unrealized gain  of $13.5 million. The 2000 gross
     unrealized gain, net of deferred income taxes of $4.7 million, has been
     reflected as a separate component of patrons' and other equity. At June 30,
     2001,  the  Association's marketable  equity  security was carried at its
     fair value of $47.8 million,  which represents a gross unrealized gain of
     $27 million.   The 2001  gross  unrealized  gain,  net of deferred  income
     taxes of $9.5 million,  has  been reflected as a separate component  of
     patrons' and other equity.

       Dividends  of $656 thousand,  $690 thousand  and  $723  thousand are
     included  in  interest  and  dividend income  for  the years ended June 26,
     1999, July 1, 2000 and  June  30, 2001, respectively.

                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)

     (b)  Golden Peanut Company

          Gold  Kist  had a 25% interest  in Golden  Peanut  Company, LLC and
     subsidiaries  (Golden  Peanut).   Gold Kist's investment in Golden Peanut
     amounted to $14.2 million and  $24.2 million at July 1, 2000 and June 30,
     2001, respectively.  In 2000, Gold Kist made an additional investment of
     $1.2 million.   In 1999 and 2000, Gold  Kist  received distributions of
     $5.1 million  and  $2.3  million, respectively,  from Golden Peanut.
     Golden Peanut has  a  $450  million commercial paper facility supported
     by annual and seasonal backup lines of  credit with various banks.   At
     June 30, 2001, borrowings of $177.9 million were outstanding under the
     commercial paper facility.

     Summarized financial information of Golden Peanut is shown below:

<TABLE>
<CAPTION>

                    Condensed Consolidated Balance Sheets

                                                            2000       2001                    <S>
     <S>                                                  <C>        <C>
     Current assets                                       $254,664   281,796
     Property, plant and equipment, net
       and other noncurrent assets                          65,979    64,360
       Total assets                                       $320,643   346,156
     Current liabilities                                  $230,482   224,488
     Accrued postretirement benefits other
       than pensions                                         8,394     9,594
     Other noncurrent liabilities                           13,870    16,538
     Members' equity                                        67,897    95,536
       Total liabilities and members' equity              $320,643   346,156

               Condensed Consolidated Statements of Operations

                                                 1999      2000       2001
     Net sales and other operating
      income                                   $447,676    468,372   575,662
     Costs and expenses                         445,296    478,059   546,414
       Net earnings (loss)                     $  2,380     (9,687)   29,248
</TABLE>

           Gold   Kist   received  procurement  commissions,  royalties   and
     administrative service fees of $1.2 million, $.8 million and $.9 million
     in 1999, 2000 and 2001, respectively.

          On August 30, 2001, Gold Kist withdrew as a member of Golden Peanut
     and liquidated the investment at its carrying value of $24.2 million  as
     of June 30, 2001.

(11) Discontinued Operations

    The Company's Agri-Services segment purchased or manufactured feed, seed,
fertilizers,  pesticides, animal health products and other farm supply  items
for  sale  at wholesale and retail.  Additionally, the Agri-Services  segment
was  engaged in the processing, storage and marketing of cotton, served as  a
contract procurement agent for, and stored, farm commodities such as soybeans
and  grain.  In May 1998, the Gold Kist Board of Directors adopted a plan  to
discontinue operations of the Agri-Services segment.

   In July 1998, Gold Kist entered into an Asset Purchase Agreement, pursuant
to  which the Company agreed to sell and assign the assets and certain of the
liabilities of the Company's agricultural inputs businesses (see note 1).  In
August  1998,  the Company entered into an agreement to sell  or  assign  the
cotton  marketing operation's purchases and sales commitments  for  the  1998
cotton crop.


                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)


   Accordingly, the operating results of the Agri-Services segment, including
provisions for losses during the phase-out period, have been segregated  from
continuing  operations and reported separately in the consolidated statements
of operations and cash flows for 1999.  Net sales volume of the Agri-Services
segment was $153.9 million in 1999.  Gold Kist has allocated interest expense
to Agri-Services segment based upon net operating assets employed at interest
rates that approximate market.  Interest expense charged to the Agri-Services
segment for 1999 was $4.5 million.

    In  October  1998, the Association completed the sale of  assets  of  the
Inputs business to Southern States.  Proceeds of $218.3 million from the sale
represented  an  amount equal to  $39.9 million  plus 100% of  estimated  net
current  asset  value  less  the remaining obligations  under  an  industrial
development  bond and a lease obligation assumed by Southern  States.   Also,
the  proceeds reflected a $10.0 million hold back deduction provided  for  in
the asset purchase agreement.

    In  connection  with  the  sale  of assets transaction,  Southern  States
delivered to the Association a post-closing statement of net asset value (the
"Post-Closing  Valuation") prepared pursuant to the  terms  of  the  purchase
agreement.  The Association subsequently objected to Southern  States'  Post-
Closing  Valuation principally with regard to the valuation of  accounts  and
crop  notes receivable.  In order to resolve the post-closing valuation,  the
Association  agreed  in  September 1999 to repurchase  from  Southern  States
approximately  $34.5  million of accounts and  crop  notes  receivable.   The
agreement  resulted  in  a final settlement payment  to  Southern  States  of
approximately $21.2 million in September 1999.

    In  order  to  complete  the transaction, the  Association  committed  to
purchase from Southern States, subject to certain terms and conditions, up to
$100 million principal amount of preferred securities if Southern States  was
unable  to  market the securities to other purchasers.  In October 1999,  the
Company  purchased  for $98.6 million the $100 million  principal  amount  of
preferred  securities  as  required  under  the  commitment.   The  preferred
securities carry a weighted average dividend rate of 7.8% and 8.5% at July 1,
2000  and  June 30, 2001, respectively.  Gold Kist is permitted to  sell  the
preferred securities, which are classified as noncurrent investments  in  the
accompanying  consolidated balance sheets, pursuant to applicable  securities
regulations.



Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

          Not Applicable.


                                  PART III


Item 10.  Directors and Executive Officers of the Registrant.

     The Directors of Gold Kist are:
<TABLE>
<CAPTION>
                                                                 Years
                                                       Term      Served as
Name                     Age       Office              Expires   Director
                         as of
                         8/30/01)
<S>                      <C>       <C>                      <C>       <C>
W. A. Smith              42        Director (District 1)    2001      3

Herbert A. Daniel, Jr.*  49        Director (District 2)    2001      6

Douglas A. Reeves        60        Director (District 3)    2003      1

James E. Brady, Jr.*     65        Director (District 4)    2002      17

W. Kenneth Whitehead     57        Director (District 5)    2002      8

Dan Smalley*             52        Director (District 6)    2002      16

Jeffery A. Henderson     41        Director (District 7)    2003      9months

H. Michael Davis         50        Director (District 8)    2003      7

Phil Ogletree, Jr.       68        Director (District 9)    2001      24
</TABLE>

*   Member of Board of Directors Executive Committee.  Mr. Smalley serves as
Chairman of the Board of Directors, and Mr. Brady serves as Vice-Chairman of
the Board.

    The Directors of Gold Kist are elected on a district representation
basis.  The districts are redrawn from time to time by the Board of
Directors, under provisions of the By-Laws of Gold Kist, to provide for
equitable representation of members in the territory served by Gold Kist.
During the past five years, each of the Directors has owned and managed
substantial farming operations, producing such agricultural products as
peanuts, cotton, soybeans, corn, other grains, peaches, vegetable crops,
cattle, poultry and dairy products.  While the size and types of products
produced on, and personnel employed at, each of the Director's farms varies,
each Director's business activities have been related primarily to small
agribusiness enterprises. There are no family relationships among any of the
Directors and executive officers.


The Executive Officers of Gold Kist are:
<TABLE>
<CAPTION>
                                                       Years     Years
                                                       Served    Served
                                                       In that   with
Name                Age       Office                   Office    Gold Kist
                    (as of                             (as of    (as of
                    8/30/01)                           8/30/01)  8/30/01)
<S>                 <C>       <C>                           <C>       <C>
John Bekkers        56        President and Chief           2 months  16
                              Executive Officer
M. A. Stimpert      57        Senior Vice President,        5         18
                              Planning and Administration
Stephen O. West     55        Chief Financial Officer and   3         21
                              Treasurer
J. David Dyson      54        General Counsel, Vice         3         21
                              President and Secretary
Paul G. Brower      62        Vice President                22        22
                              Corporate Relations
Jerry L. Stewart    61        Vice President                20        38
                              Marketing and Sales
Donald W. Mabe      47        Vice President                4         16
                              Operations
Marshall Smitherman 59        Vice President                3         22
                              Purchasing
Allen C. Merritt    55        Vice President, Science       3         29
                              and Technology
Harry T. McDonald   56        Vice President,               1         4
                              Human Resources
Sandra W. Kearney   42        Vice President,               7 months  7 mos
                              Information Services
W. F. Pohl, Jr.     51        Controller                    19        25

</TABLE>
     The officers serve for terms of one year and until their successors are
elected by the Board of Directors.
      During  the  past five years, the principal occupation of each  of  the
above  named executive officers, with exception of Donald W. Mabe,  Harry  T.
McDonald  and  Sandra W. Kearney has been as an officer or employee  of  Gold
Kist.
      Mr.  Donald  W. Mabe  was elected Vice President - Operations,  Poultry
Group,  effective  July  25, 1997.  He  previously  served  as  President  of
Carolina  Golden  Products Company from January 1991 until  election  to  his
current position.
      Mr.  Harry  T.  McDonald was elected Vice President,  Human  Resources,
effective April 2000.  He previously served as director of Management Systems
for  the  Gold Kist Poultry Group from September 1997 until election  to  his
current  position.  From August 1, 1996 through August 1, 1997, he served  as
President of Claxton Poultry, an integrated poultry company headquartered  in
Claxton,  Georgia.   Mr.  McDonald also served as president  of  the  poultry
division  of  Seaboard Farms, headquartered in Shawnee Mission, Kansas,  from
March 1990 through June 1996.
      Ms.  Sandra W. Kearney was elected Vice President, Information Services
on  January  19,  2001.   She previously served as CEO and  Chief  Technology
Officer  for  FasTechnologies, a computer consulting company, from  February,
1999  to  December,  2000.   Ms. Kearney also served  as  Vice  President  of
Information Systems for La Quinta Inns, Inc. from February, 1995, to January,
1999.

Item 11.  Executive Compensation.

     Summary Compensation Table.  The following table sets forth information
concerning the compensation received by the Chief Executive Officer and for
each of the four other most highly compensated executive officers:
<TABLE>
<CAPTION>
                                        Annual compensation


                                                            Other     All
                                                            annual    other
                         Fiscal                            compensa-compensa-
                         year           Salary    Bonus     tion(1)   tion(2)
                         ended          ($)       ($)       ($)       ($)
<S>                      <C>            <C>       <C>       <C>       <C>
John Bekkers             June 30, 2001  $403,750  $209,024  $15,919   $ 6,537
President and Chief      July 1, 2000    440,385         0   14,258     9,251
Executive Officer        June 26, 1999   386,538   450,000   10,218     5,253

M. A. Stimpert           June 30, 2001  $247,000  $104,512  $9,287    $ 6,903
Senior Vice President,   July 1, 2000    269,231         0   9,376     10,313
Planning & Admin.        June 26, 1999   230,577   200,000   9,041      5,959

Jerry L. Stewart         June 30, 2001  $209,475  $104,512  $11,426   $ 7,245
Vice President           July 1, 2000    227,519         0   10,181     9,772
Marketing and Sales      June 26, 1999   182,500   175,000    8,035     5,710

Donald W. Mabe           June 30, 2001  $175,500  $90,880   $6,287    $ 3,697
Vice President           July 1, 2000    186,154        0    5,918      6,500
Operations               June 26, 1999   151,569  168,000    3,505      2,082

G. O. Coan, Former       June 30, 2001  $570,000  $239,923  $3,159    $ 9,331
Chief Exec. Officer and  July 1, 2000    619,231         0   3,532     12,144
Chairman of the Manage-  June 26, 1999   493,269   525,000   3,304      8,203
ment Executive Committee*
</TABLE>

*Retired effective July 6, 2001
_______________________________
(1)        The amounts shown for the fiscal years ended July 1, 2000 and June
  26,  1999 set forth that portion of interest earned on voluntary salary and
  bonus deferrals under non-qualified deferred compensation plans above  120%
  of  the  applicable federal rate.  Other than such amounts, for the  fiscal
  years  ended June 30, 2001, July 1, 2000 and June 26, 1999, no  amounts  of
  "Other  Annual Compensation" were paid to any of the above named  executive
  officers, except for perquisites and other personal benefits which for each
  executive  officer  did not exceed the lesser of $50,000  or  10%  of  such
  individual's salary plus annual bonus.
(2)        The  amounts  set  forth include the following amounts  that  were
  contributed  by the Association for fiscal years 2001, 2000,  and  1999  on
  behalf  of  the named executive officers pursuant to the Gold  Kist  Profit
  Sharing and Investment Plan (401K Plan) and the Company's Executive Defined
  Contribution Plan, both qualified defined contribution plans:  Mr.  Coan  -
  $2,550,  $5,100  and $960, respectively, Mr. Bekkers - $2,550,  $5,100  and
  $975, respectively; Mr. Stimpert - $2,438, $5,349 and $1,065, respectively;
  Mr. Stewart - $2,804, $5,156 and $960, respectively; and Mr. Mabe - $2,511,
  $5,318  and $909, respectively.  In addition, the amounts set forth include
  for  fiscal  years  1999,  2000,  and 2001,  the  following  amounts  which
  represent the value of the named executive officer's benefit from  premiums
  paid  by  the Association under a split dollar life insurance plan for  the
  named   executive  officers:   Mr.  Coan  -  $7,243,  $7,044  and   $6,781,
  respectively;  Mr.  Bekkers - $4,278, $4,151 and $3,987, respectively;  Mr.
  Stimpert  - $4,894, $4,694 and $4,465, respectively; Mr. Stewart -  $4,750,
  $4,616  and $4,441, respectively; and Mr. Mabe - $1,173, $1,182 and $1,186,
  respectively.   The  Association  uses  the  modified  premium  method   in
  determining  the portion of each premium dollar attributable to  the  named
  executive  officers.   The Association will recover  the  cost  of  premium
  payments from the cash value of the policies.

  Retirement  Plans.  The Company maintains a noncontributory  pension  fund,
the  Gold Kist Pension Plan, with separate benefit formulas for salaried  and
hourly  employees.   The  plan covers substantially all  employees  who  have
served at least one year with Gold Kist, including those employees subject to
collective  bargaining agreements.  Effective January 1,  2000,  the  Company
increased retirement income benefits payable to salaried retirees and  hourly
retirees.   The Plan now provides salaried employees a pension benefit  after
thirty (30) years of credited service at age 65, which, when combined with  a
portion of the employee's primary Social Security benefit attributable to the
employer's  contributions, will equal fifty percent (50%) of  the  employee's
average  earnings during the period of five years in which the  employee  had
the  highest  earnings  in  the  last ten  years  of  employment  immediately
preceding attainment of age 65, or if retired before age 65, in the last  ten
years immediately preceding early retirement.  For hourly employees who  work
for Gold Kist until age 65, the Plan provides a monthly pension benefit equal
to  $11.00 per month for each year of Plan participation payable at  age  65.
The Plan provides early retirement benefits for salaried and hourly employees
after  age  55  and contains a death benefit for the surviving spouse  of  an
active  employee (who had at least five (5) years credited service or was  at
least  age 55 at the date of death) which equals fifty percent (50%)  of  the
deceased  employee's  accrued retirement income  benefit.   Accrued  benefits
under the Plans vest after the employee attains five (5) years of service  or
at  age  55.   Due  to  the full funding limitation of the  Internal  Revenue
Services,  the  Association  was  not permitted  to  make  a  tax  deductible
contribution to the pension plan for the plan year ended December 31, 2000.

  Estimated annual benefits payable upon retirement at normal retirement  age
(65  years)  to  persons  in  specified years  of  service  and  remuneration
classifications, before offset of Social Security benefits,  are  illustrated
in the following table:
<TABLE>
<CAPTION>
               Estimated Annual Benefits For Years of Service Indicated

Remuneration   10 Years  15 Years  20 Years  25 Years  30 Years or More
<S>            <C>       <C>       <C>       <C>       <C>
$ 30,000       $  5,000  $   7,500 $ 10,000  $ 12,500  $   15,000
$100,000         16,667     25,000   33,333    41,667      50,000
$150,000         25,000     37,500   50,000    62,500      75,000
</TABLE>

     For years after 1993, the maximum annual amount of compensation that can
be  used  for determining an individual's benefit under a qualified  plan  is
$150,000.

     The  plan  covers  the  compensation set forth in the  columns  entitled
"Salary"  and "Bonus" in the Summary Compensation Table.  The credited  years
of  service as of December 31, 1999, under the retirement income plan for the
five  executive  officers  listed in the summary compensation  table  are  as
follows:   Mr.  Coan (30); Mr. Bekkers (16); Mr. Stimpert (27);  Mr.  Stewart
(30); and Mr. Mabe (16).

      A  Supplemental  Executive Retirement Plan  has  been  adopted  by  the
Association  whereby  Gold  Kist  makes  supplemental  payments  to   certain
employees under a non-qualified deferred compensation plan to make up for any
reduction  in  such employees' retirement income under the Gold  Kist  salary
retirement  plan  resulting from restrictions placed on qualified  retirement
plans  under  Section 415 of the Internal Revenue Code of 1986,  as  amended.
Such   restrictions  limit  the  amount  of  benefits  payable  in  qualified
retirement  plans with respect to the percentage of final pay to  which  such
employees would be otherwise entitled upon retirement.   The following  table
shows  the  estimated  annual  benefits payable  upon  retirement  at  normal
retirement age (65) to persons in specified years of service and remuneration
classifications,  before  offset  of Social  Security  benefits  and  without
restriction imposed by the Internal Revenue Code.  The amounts shown  in  the
table  would  be  reduced by the amounts payable pursuant to  the  Gold  Kist
Retirement Plan for Salaried Employees.

<TABLE>
<CAPTION>
               Estimated Annual Benefits For Years of Service Indicated

Remuneration   10 Years  15 Years  20 Years  25 Years  30 Years or More
<S>            <C>       <C>       <C>       <C>       <C>
$100,000       $ 16,667  $ 25,000  $ 33,333  $ 41,667  $ 50,000
$150,000         25,000    37,500    50,000    62,500    75,000
$200,000         33,333    50,000    66,667    83,333   100,000
$250,000         41,667    62,500    83,333   104,167   125,000
$350,000         58,333    87,500   116,667   145,833   175,000
$500,000         83,333   125,000   166,667   208,333   250,000
$750,000        125,000   187,500   250,000   312,500   375,500
$850,000        141,667   212,500   283,333   354,167   425,000
</TABLE>

     Covered compensation, computation of the average final compensation, and
credited  years  of  service for the five executive officers  listed  in  the
summary  compensation table are the same as that set forth in  the  foregoing
description of the Gold Kist Retirement Plan for Salaried Employees.

      In  addition  to the retirement benefits provided by its qualified  and
nonqualified  retirement plans, Gold Kist has contracted to  provide  certain
key  employees  with  compensation benefits after normal  retirement.   These
benefits,  known  as  the  Management Deferred Compensation  Plan,  are  paid
monthly  following retirement in an annual amount equal to 25% of the average
annual salary for the ten year period immediately prior to retirement.  These
benefits  are payable, depending on the contract, for a 10 or 15 year  period
following  retirement to a former key employee or his designated beneficiary.
Estimated  annual benefits payable under the Management Deferred Compensation
Plan  would be based upon the following average annual salary of the eligible
named executives for the ten year period ended as of June 30, 2001: Mr.  Coan
-  $390,433; Mr. Bekkers - $237,230; Mr. Stimpert - $180,671; and Mr. Stewart
- $167,806.

     Change in Control Plans.  Under the Gold Kist officers contingency plan,
the  Association has entered into identical change in control agreements with
each  officer,  including  the five executive  officers  named  in  the  cash
compensation table.  Each change in control agreement provides that following
a change in the control of the Association (as defined in the agreements), if
the  officer's  employment with the Association terminates within  two  years
after the change in control (but prior to the officer's reaching age 65), the
officer  will  be  entitled  to  receive a severance  payment  calculated  by
determining the "Base Severance Amount" as follows:

        (1)         if  the  officer  is age 60 or younger  at  the  time  of
        termination  of  his employment, the amount equal  to  the  officer's
        compensation paid by the Association for the five full calendar years
        ending before the date of the change in control, or

        (2)         if  the officer is older than age 60 at the time  of  his
        termination of employment, the amount equal to the officer's  average
        annual  compensation paid by the Association for the lesser  of  five
        full  calendar years or the full calendar years of service  with  the
        Association  ending before the change in control, multiplied  by  the
        number  of  years and fractions thereof remaining until the officer's
        65th birthday.

    The  Base Severance Amount is to be adjusted for those officers with less
than  15  years  of service by prorating the Base Severance Amount  with  the
numerator  being  the number of completed calendar years of service  and  the
denominator  being  15.   However, the minimum any terminated  officer  would
receive would be one and one-half times the average annual compensation  paid
by  the  Association for the actual number of full calendar years worked,  if
less  than  five, or the annual salary amount for an officer who  has  worked
less  than  one  calendar  year.   The  severance  payment  will  include  an
additional amount equal to any excise tax under Section 4999 of the  Internal
Revenue  Code  of 1986 incurred by the officer, plus all federal,  state  and
local  income  taxes incurred by the officer with respect to receipt  of  the
additional  amount.   Additionally, under such  contracts,  medical  benefits
would  remain available to current and retired officers on the same basis  as
is  provided at the time of a change in control.  The Association has  agreed
to  pay all legal fees and expenses incurred by an officer in the pursuit  of
the  rights  and  benefits provided by the change in control agreement.   The
Association has entered into similar change in control agreements  with  each
director  of Gold Kist.  As of June 30, 2001, no contingencies have  occurred
which  would  require the implementation of the provisions of the  change  in
control  agreements, and no payments or other benefits have been provided  to
the five executive officers named in the summary compensation table or to the
directors.

    Director  Compensation.   The  By-Laws of  Gold  Kist  provide  that  the
Directors  shall be compensated for their services and reimbursed  for  their
expenses,  as determined by the Board of Directors.  Currently, the Directors
receive  no  compensation other than an annual retainer paid at the  rate  of
$20,000  per  year,  with  the  Chairman receiving  $21,500.   Directors  and
Directors  Emeriti  receive  a per diem of $250 with  a  $500  minimum,  plus
expenses incurred while traveling to and from and attending meetings  of  the
Board  of  Directors or other official meetings or conferences.  Pursuant  to
separate  agreements,  Gold  Kist  has arranged  to  provide  life  insurance
benefits  to  qualifying  directors emeriti  and  to  make  available  health
insurance  and  other medical benefits for Gold Kist directors and  directors
emeriti as are available to employees of Gold Kist from time to time pursuant
to the Association group insurance program.

    Compensation  Committee Interlocks and Insider Participation.   Directors
Dan Smalley, James E. Brady, Jr., and Herbert A. Daniel, Jr. serve as members
of the Association's Compensation Committee.


Item 12.  Security Ownership of Certain Beneficial Owners and Management.

   Not Applicable.

Item 13.  Certain Relationships and Related Transactions.

   The Directors of Gold Kist are members of the Association and, during the
fiscal year ended June 30, 2001, have had dealings in the ordinary course of
business with Gold Kist as purchasing or marketing patrons.  See Business
(and Properties) -- Patronage Refunds.

                                   PART IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

          (a)1.  Index to Consolidated Financial Statements

          Consolidated Financial Statements:

             Independent Auditors' Reports
             Consolidated Balance Sheets-July 1, 2000
               and June 30, 2001
             Consolidated Statements of Operations--Years Ended June 26,
               1999, July 1, 2000 and June 30, 2001
             Consolidated Statements of Patrons' and Other Equity and
               Comprehensive Income (Loss)--Years Ended June 26, 1999,
               July 1, 2000 and June 30, 2001
             Consolidated Statements of Cash Flows--Years ended June 26,
               1999, July 1, 2000 and June 30, 2001
             Notes to Consolidated Financial Statements

          (a)2.  Financial Statement Schedules:


           Financial Statement Schedule:

           II.  Valuation Reserves and Qualifying Accounts--Years Ended
                June 26, 1999, July 1, 2000 and June 30, 2001



       All  other  schedules  are  omitted as  the  required  information  is
       inapplicable  or  the  information is presented  in  the  consolidated
       financial statements or related notes.


                               GOLD KIST INC.

          Schedule II - Valuation Reserves and Qualifying Accounts

                        (Dollar Amounts in Thousands)
<TABLE>
<CAPTION>

   COLUMN A              COLUMN B       COLUMN C         COLUMN D   COLUMN E
                                        Additions
                         Balance at Charged to  Charged              Balance
                         Beginning  Cost and    To Other             At End
   Description           Of Period  Expenses    Accounts Deductions Of Period
<S>                      <C>        <C>            <C>   <C>          <C>
Deducted in the consolidated
balance sheets from the asset
to which it applies:

Allowance for doubtful accounts:

 June 26, 1999           $3,113        786         -       638 (A)    3,261

 July 1, 2000             3,261      2,389         -     1,609 (A)    4,041

 June 30, 2001            4,041        318         -     1,910 (A)    2,449


 (A)  Represents accounts written off.


Allowance for deferred tax
 assets valuation:

 June 26, 1999           $1,136    -               -       516 (B)      620

 July 1, 2000               620    -               -       223 (B)      397

 June 30, 2001              397                              7 (B)      390


 (B)  Represents  estimate of net operating loss  deductions  that  are
      realizable.
</TABLE>

a)3.  Exhibits - Index of Exhibits

   Exhibits designated as previously filed with the Commission in the
   Index of Exhibits, below, are incorporated by reference into this
   Report.
<TABLE>
<CAPTION>

Designation
of Exhibit                              Document with Which      Designation
in this                                 Exhibit Was Previously   of such Exhibit
Report    Description of Exhibit        Filed with Commission    in that Document

<S>       <C>                           <C>                      <C>
B-2       Agreement of Merger,          Amendment to Schedule    Exh 3
          dated as of April 22, 1997,   13D filed April 25, 1997
          among Golden Poultry
          Company, Inc., Gold Kist Inc.,
          Agri International, Inc. and
          Golden Poultry Acquisition Corp.

B-3(a)    Restated and Amended          Annual Report on Form    Exh B-3(a)
          Articles of Incorpo-          10-K for the Fiscal
          ration of Registrant          Year ended June 26, 1993

B-3(b)    Current By-Laws of            Annual Report on Form    Exh B-3(b)
          Registrant, as amended        10-K for the Fiscal
          Year ended June 28, 1997

B-4(a)(1) Form of Indenture, dated      Registration filed on    Exh 4(a)(2)
          as of September 1, 1979,      Form S-1 (Registration
          governing the terms of the    No. 2-65587)
          Fifteen Year Subordinated
          Capital Certificates of
          Interest (Series B), including
          therein a table of contents
          and cross-reference sheet

B-4(a)(2) Form of First Supplemental    Registration filed on     Exh 4(a)(4)
          Indenture, dated as of        Form S-1 (Registration
          September 1, 1980, governing  No. 2-69267)
          the terms of the Fifteen
          Year Subordinated Capital
          Certificates of Interest
          (Series C)

B-4(a)(3) Form of Second Supplemental   Registration filed on     Exh 4(a)(5)
          Indenture, dated as of        Form S-2 (Registration
          September 1, 1982, governing  No. 2-79538)
          the terms of the Fifteen
          Year Subordinated Capital
          Certificates of Interest
          (Series D)


B-4(b)(1) Form of Indenture, dated      Registration filed on     Exh 4(b)(2)
          as of September 1, 1979,      Form S-1 (Registration
          governing the terms of        No. 2-65587)
          the Ten Year Subordinated
          Capital Certificates of
          Interest (Series B),
          including a table of contents
          and cross-reference sheet

B-4(b)(2) Form of First Supplemental    Registration filed on     Exh 4(b)(4)
          Indenture, dated as of        Form S-1 (Registration
          September 1, 1980, governing  No. 2-69267)
          the terms of the Ten Year
          Subordinated Capital
          Certificates of Interest
          (Series C)

B-4(b)(3) Form of Second Supplemental   Registration filed on     Exh 4(b)(5)
          Indenture, dated as of        Form S-2 (Registration
          September 1, 1982, governing  No. 2-79538)
          the terms of the Ten Year
          Subordinated Capital
          Certificates of Interest
          (Series D)

B-4(c)    Form of Indenture, dated as   Registration filed on     Exh 4(c)
          of September 1, 1985,         Form S-2 (Registration
          governing the terms of the    No. 33-428)
          Seven Year Subordinated
          Capital Certificates of
          Interest (Series A),
          including therein a table
          of contents, cross-reference
          sheet, and form of Seven Year
          Subordinated Capital Certificates
          of Interest

B-4(d)(1) Form of Indenture, dated      Registration filed on     Exh 4(c)(2)
          as of September 1, 1979,      Form S-1 (Registration
          governing the terms of the    No. 2-65587)
          Five Year Subordinated
          Capital Certificates of
          Interest (Series A),
          including therein a table
          of contents and cross-
          reference sheet


B-4(d)(2) Form of First Supplemental    Registration filed on     Exh 4(d)(2)
          Indenture, dated as of        Form S-1 (Registration
          September 1, 1980, governing  No. 2-69267)
          the terms of the Five Year
          Subordinated Capital Certifi-
          cates of Interest (Series B)

B-4(d)(3) Form of Second Supplemental   Registration filed on     Exh 4(d)(3)
          Indenture, dated as of        Form S-2 (Registration
          September 1, 1982, governing  No. 2-79538)
          the terms of the Five Year
          Subordinated Capital Certifi-
          cates of Interest (Series C)

B-4(e)    Form of Indenture, dated as   Registration filed on    Exh 4(f)(2)
          Of September 1, 1985,         Form S-2 (Registration
          governing the terms of the    No. 33-428)
          Three Year Subordinated
          Capital Certificates of
          Interest (Series A), including
          therein a table of
          contents, cross-reference
          sheet, and form Capital
          Certificates of Interest

B-4(h)    Agreement to furnish copies   Registration filed on    Exh 4(h)
          of constituent instruments    Form S-1 (Registration
          defining the rights of the    No. 2-59958)
          holders of certain industrial
          revenue bonds

B-4(i)(1) Multiple Advance Term Loan    Annual Report on Form    Exh B-4(i)(1)
          Supplement with CoBank, ACB   10-K for the Fiscal Year
          dated as of September 1, 1997 Ended June 26, 1999

B-4(i)(2) Note Purchase and Private     Registration filed on    Exh 4(j)(9)
          Shelf Agreement, dated        Form S-2 (Registration
          as of February 11, 1997,      No. 333-36291)
          with the Prudential Insurance
          Company of America

B-4(i)(3) Amendment dated May 13, 1997  Registration filed on    Exh 4(j)(10)
          to Note Purchase and Private  Form S-2 (Registration
          Shelf Agreement with the      No. 333-36291)
          Prudential Insurance
          Company of America

B-4(i)(4) Amendment dated September     Annual Report on Form    Exh B-4(i)(7)
          5, 1997 to Note Purchase      10-K for the Fiscal Year
          and Private Shelf Agreement   ended July 1, 2000
          with the Prudential Insurance
          Company of America


B-4(i)(5) Amendment dated October       Annual Report on Form    Exh B-4(i)(8)
          13, 1998 to Note Purchase     10-K for the Fiscal Year
          and Private Shelf Agreement   ended July 1, 2000
          with the Prudential Insurance
          Company of America

B-4(i)(6) Amendment dated June 7, 1999  Annual Report on Form    Exh B-4(i)(9)
          to Note Purchase and Private  10-K for the Fiscal Year
          Shelf Agreement with the      ended July 1, 2000
          Prudential Insurance
          Company of America

B-4(i)(7) Amendment dated January       Annual Report on Form    Exh B-4(i)(10)
          21, 2000 to Note Purchase     10-K for the Fiscal Year
          and Private Shelf Agreement   ended July 1, 2000
          with the Prudential Insurance
          Company of America

B-4(i)(8) Amendment dated March         Annual Report on Form    Exh B-4(i)(11)
          23, 2000 to Note Purchase     10-K for the Fiscal Year
          and Private Shelf Agreement   ended July 1, 2000
          with the Prudential Insurance
          Company of America

B-4(i)(9) Amendment dated November 3,
          2000, to Note Purchase and
          Private Shelf Agreement with
          the Prudential Insurance
          Company of America

B-10(a)   Form of Deferred Compensa-    Registration filed on    Exh 11(d)
          Tion Agreement between        Form S-1 (Registration
          Gold Kist Inc. and certain    No. 2-59958)
          executive officers*

B-10(b)(1)Gold Kist Management Bonus    Registration filed on    Exh 10(b)
          Program*                      Form S-1 (Registration
                                        No. 2-69267)

B-10(b)(2)Amended Gold Kist Management  Registration filed on    Exh 10(b)(2)
          Bonus Program*                Form S-2 (Registration
                                        No. 2-79538)

B-10(b)(3)Form of Gold Kist Supple-     Registration filed on    Exh 10(b)(3)
          Mental Executive Retirement   Form S-2 (Registration
          Income Non-qualified deferred No. 33-9007)
          compensation agreement between
          Gold Kist and certain execu-
          tive officers and Resolution
          of Gold Kist Board of Directors
          authorizing the Supplemental
          Executive Retirement Plan*


B-10(b)(4)Resolution of Gold Kist       Registration filed on    Exh 10(b)(4)
          Board of Directors            Form S-2 (Registration
          Authorizing the Gold Kist     No. 33-9007)
          Special Award Plan*

B-10(b)(5)Form of Gold Kist Executive's Registration filed on    Exh 10(b)(5)
          Change in Control Agreement   Form S-2 (Registration
          between Gold Kist and certain No. 33-31164)
          officers and resolution of
          Gold Kist Board of Directors
          authorizing the Officers
          Contingency Plan*

B-10(b)(6)Form of Directors Change      Registration filed on    Exh 10(b)(6)
          in Control Agreement          Form S-2 (Registration
          between Gold Kist and         No. 33-36938
          Directors of Gold Kist*

B-10(b)(7)Form of Director              Registration filed on    Exh 10(b)(7)
          Emeritus Life Benefits        Form S-2 (Registration
          Agreement*                    No. 33-36938)


B-10(b)(8)Form of Director Emeritus     Registration filed on    Exh 10(b)(8)
          Agreement for Medical         Form S-2 (Registration
          Benefits*                     No. 33-36938)

B-10(b)(9)Gold Kist Executive Savings   Registration filed on    Exh 10(b)(9)
          Plan, as amended *            Form S-2 (Registration
                                        No. 33-62869)

B-10(b)(10)Gold Kist Director Savings   Registration filed on    Exh 10(b)(10)
          Plan, as amended *            Form S-2 (Registration
                                        No. 33-62869)

B-10(b)(11)Gold Kist Split Dollar Life  Registration filed on    Exh 10(b)(11)
          Insurance Plan *              Form S-2 (Registration
                                        No. 33-62869)

B-10(b)(12)Gold Kist Executive Defined  Annual Report on Form    Exh B-10(b)(12)
          Contribution Plan *           10-K for the Fiscal Year
                                        Ended July 1, 2000

B-10(c)(l)Form of Membership,           Registration filed on    Exh 13(b)
          Marketing, and/or Purchasing  Form S-1 (Registration
          Agreement of Gold Kist Inc.,  No. 2-59958)
          Atlanta, Georgia

B-10(c)(2)Form of Membership,           Registration filed on    Exh 10(c)(2)
          Marketing, and/or Purchasing  Form S-1 (Registration
          Agreement of Gold Kist Inc.,  No. 2-74205)
          Atlanta, Georgia, as revised
          October 17, 1980


B-10(c)(3)Form of Membership,           Registration filed on    Exh 10(c)(3)
          Marketing, and/or Purchasing  Form S-2 (Registration
          Agreement of Gold Kist Inc.,  No. 33-428)
          Atlanta, Georgia, as revised
          November l, l984

B-10(c)(4)Form of Membership,           Registration filed on    Exh 10(c)(4)
          Marketing, and/or Purchasing  Form S-2 (Registration
          Agreement of Gold Kist Inc.,  No. 33-24623)
          Atlanta Georgia, revised
          October 29, 1987

B-10(c)(5)Form of Membership,           Registration filed on    Exh 10(c)(5)
          Marketing, and/or Purchasing  Form S-2 (Registration
          Agreement of Gold Kist Inc.,  No. 33-42900)
          Atlanta, Georgia, revised
          August 21, 1991

B-10(c)(6)Form of Membership,           Registration filed on    Exh 10(c)(6)
          Marketing, and/or Purchasing  Form S-2 (Registration
          Agreement of Gold Kist Inc.,  No. 333-36291)
          Atlanta, Georgia revised
          July 9, 1997

B-10(d)   CF Industries, Inc., Member   Registration filed on    Exh 13(j)
          Product Purchase Agreement    Form S-2 (Registration
                                        No. 2-59958)

B-10(e)(1)General Partnership Agreement Registration filed on    Exh 10(h)(1)
          (GC Properties) between Gold  Form S-2 (Registration
          Kist Inc. and Cotton States   No. 33-428)
          Mutual Insurance Company,
          dated as of July 1, 1984

B-10(e)(2)Lease from GC Properties,     Registration filed on    Exh 10(h)(2)
          dated December 11, 1984,      Form S-2 (Registration
          for home office building      No. 33-428)
          space

B-10(f)(1)Golden Peanut Company, LLC    Annual Report on Form    Exh B-10(f)(1)
          Operating Agreement between   10-K for the Fiscal Year
          Alimenta Holdings, Inc.,      ended July 1, 2000
          Archer Daniels-Midland
          Company, Cargill, Incorporated,
          and Gold Kist Inc., dated as
          of March 30, 2000

B-10(f)(2)Withdrawal and Assignment
          Agreement dated as of July 1,
          2001, between Gold Kist Inc.
          and Golden Peanut Company, LLC


B-10(g)   Guaranty dated December 18,   Registration filed on    Exh 4(o)
          1992 by Gold Kist in favor of Form S-2 (Registration
          NationsBank of Georgia, N.A.  No. 33-69204)

B-10(h)(1)Credit Agreement dated as of
          November 3, 2000, with various
          banks and lending institutions,
          as lendors, and Cooperatieve
          Centrale Raiffeisen-Boerenleen
          Bank B.A., New York Branch, as agent

B-10(h)(2)Intercreditor Agreement dated
          as of November 3, 2000, with
          various banks and lending
          institutions, as lendors, and
          Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A.,
          New York Branch, as agent

B-10(j)   Asset Purchase Agreement      Report filed on Form     Exh 10(k)
          Dated as of July 23, 1998,    8-K dated as of
          between Southern States       July 23, 1998
          Cooperative, Incorporated
          and Gold Kist Inc.

B-10(k)(1)Securities Purchase Agreement
          Dated October 5, 1999, between
          Gold Kist Inc. and Southern
          States Cooperative, Incorporated
</TABLE>
_________________________________
*Plans and arrangements pursuant to which executive officers and
directors of the Association receive compensation.

     (b)  Reports on Form 8-K. - No reports on Form 8-K were filed during the
last quarter of the fiscal year ended June 30, 2001.

SIGNATURES - Pursuant to the requirements of Section 13 or 15(d) 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.

Date: September 25, 2001     By:/s/ John Bekkers
                                  John Bekkers, Chief Executive Officer
                                  (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                TITLE                         DATE

<S>                      <C>                           <C>
/s/ John Bekkers         Chief Executive Officer       September 25, 2001
JOHN BEKKERS             (Principal Executive Officer)

/s/ Stephen O. West      Chief Financial Officer       September 25, 2001
STEPHEN O. WEST          (Principal Financial Officer)

/s/ W. F. Pohl, Jr.      Controller (Principal         September 25, 2001
W. F. POHL, JR.          Accounting Officer)

/s/ Dan Smalley               Director                 September 25, 2001
DAN SMALLEY

/s/ James E. Brady, Jr.       Director                 September 25, 2001
JAMES E. BRADY, JR.

/s/ Phil Ogletree, Jr.        Director                 September 25, 2001
PHIL OGLETREE, JR.

/s/ Jeffrey A. Henderson      Director                 September 25, 2001
JEFFREY A. HENDERSON

/s/ W. Kenneth Whitehead      Director                 September 25, 2001
W. KENNETH WHITEHEAD

/s/H. Michael Davis           Director                 September 25, 2001
H. MICHAEL DAVIS

/s/ Herbert A. Daniel, Jr.    Director                 September 25, 2001
HERBERT A. DANIEL, JR.

/s/ W. A. Smith               Director                 September 25, 2001
W. A. SMITH

/s/ Douglas A. Reeves         Director                 September 25, 2001
DOUGLAS A. REEVES

</TABLE>


                             INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                                             Sequentially
Exhibit                                      Numbered
Number         Description                   Page


<S>            <C>                                <C>
B-4(i)(9)        Amendment dated November 3,
                 2000, to Note Purchase and
                 Private Shelf Agreement with the
                 Prudential Insurance Company of
                 America

B-10(f)(2)       Withdrawal and Assignment
                 Agreement dated as of July 1,
                 2001, between Gold Kist Inc.
                 and Golden Peanut Company, LLC

B-10(h)(1)       Credit Agreement dated as of
                 November 3, 2000, with various
                 banks and lending institutions, as
                 lendors, and Cooperatieve Centrale
                 Raiffeisen-Boerenleen Bank B.A.,
                 New York Branch, as agent

B-10(h)(2)       Intercreditor Agreement dated
                 as of November 3, 2000, with
                 various banks and lending
                 institutions, as lendors, and
                 Cooperatieve Centrale Raiffeisen-
                 Boerenleen Bank B.A.,
                 New York Branch, as agent

B-10(k)(1)       Securities Purchase Agreement
                 Dated October 5, 1999, between
                 Gold Kist Inc. and Southern
                 States Cooperative, Incorporated
</TABLE>