Exhibit B-10(e)(2)

                FIRST AMENDMENT TO THIRD AMENDED
                  AND RESTATED CREDIT AGREEMENT

     This  FIRST  AMENDMENT TO THIRD AMENDED AND RESTATED  CREDIT
AGREEMENT  (this "Amendment"), dated as of January 24,  2003,  is
made  and entered into by and among GOLD KIST INC., a cooperative
marketing  association organized and existing under the  laws  of
the  State  of Georgia (the "Borrower"), various banks and  other
lending institutions and institutional investors as are,  or  may
from  time  to  time  become, parties hereto  (collectively,  the
"Lenders"  and  individually,  a  "Lender"),  SUNTRUST  BANK,  as
Syndication  Agent (the "Syndication Agent"),  HARRIS  TRUST  AND
SAVINGS   BANK  and  ING  CAPITAL  LLC,  as  Co-Managing   Agents
(collectively,   the  "Co-Managing  Agents"),  and   COOPERATIEVE
CENTRALE  RAIFFEISEN-BOERENLEENBANK B.A.,  "RABOBANK  NEDERLAND",
NEW  YORK BRANCH, as agent for the Lenders and sole lead arranger
(the  "Agent").   All capitalized terms used  but  not  otherwise
defined  herein shall have the meanings set forth in  the  Credit
Agreement (defined below).

                      W I T N E S S E T H:

     WHEREAS, the Borrower, the Lenders and the Agent are parties
to that certain Third Amended and Restated Credit Agreement dated
as  of  September 27, 2002, among the parties hereto (as amended,
restated, supplemented or otherwise modified from time  to  time,
the "Credit Agreement"); and

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

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

     1.   Amendments to Section 1.1 of the Credit Agreement.

          (a)  Section 1.1 of the Credit Agreement, "Definitions"
          is   hereby  modified  and  amended  by  inserting  the
          following definitions in appropriate alphabetical order
          thereto (and deleting any existing definitions  of  any
          of the following in the entirety):

                    ""CoBank  Additional  Debt"  shall  have  the
               meaning set forth in Section 7.12(c) hereof.

                    "Debt   Repurchase  Agreement"   means   that
               certain  Debt Repurchase Agreement between CoBank,
               ACB,  Borrower, and Young Pecan Shelling  Company,
               Inc.  dated  as  of  April 30, 2001,  as  amended,
               modified or restated prior to January 24, 2003.

                    "Repurchase Release Date" means the  date  of
               the release and termination of the Debt Repurchase
               Agreement   and  the  satisfaction   of   all   of
               Borrower's obligations thereunder.

                    "Subsidiary",  of Borrower,  shall  mean  any
               corporation,  partnership, joint venture,  limited
               liability company, trust or estate or other entity
               in  which (or of which) the Borrower, directly  or
               indirectly, owns or controls more than 50% of  (a)
               any  shares  of Stock or other form  of  ownership
               interest  of  such  Person having  general  voting
               power under ordinary circumstances to vote in  the
               election  of  the board of directors, managers  or
               trustees  of such Person (irrespective of  whether
               or  not  at the time Stock of any other  class  or
               classes  shall have or might have voting power  by
               reason  of  the happening of any contingency),  or
               (b) the interest in the capital or profits of such
               Person,  provided,  however,  notwithstanding  the
               foregoing, GC Properties shall not be deemed to be
               a "Subsidiary" of Borrower."

          (b)  Section 1.1 of the Credit Agreement, "Definitions"
          is  hereby further modified and amended by deleting the
          definitions  of "CoBank Note" and "Note Purchase  Date"
          therefrom in the entirety.

     2.    Amendment  to  Section 7.4 of  the  Credit  Agreement.
Section  7.4  of  the  Credit Agreement "Restrictions  on  Loans,
Advances,   Investments,   Asset  Acquisitions   and   Contingent
Liabilities"  is  hereby modified and amended by deleting  clause
(xv)  of  subsection (d) thereof in its entirety and substituting
the following in lieu thereof:

                    "(xv)(x)  prior  to  the  Repurchase  Release
               Date,   guarantee  or  otherwise  be   or   become
               contingently liable for obligations of Young Pecan
               not  to  exceed an aggregate amount of $60,000,000
               pursuant to the Debt Repurchase Agreement, (y)  in
               connection  with  and  on the  Repurchase  Release
               Date,  make  a  payment of up  to  $10,000,000  in
               satisfaction  of all Borrower's obligations  under
               the  Debt Repurchase Agreement, whether structured
               as a direct payment to CoBank, ACB or as a capital
               contribution to Young Pecan, and (z) on and  after
               the  Repurchase Release Date, make a loan to Young
               Pecan  with  the proceeds of the CoBank Additional
               Debt;  provided such loan to Young Pecan shall  be
               subject  to  documentation in form  and  substance
               acceptable   to  the  Agent  (including,   without
               limitation, the assignment of any promissory  note
               and security interest received by the Borrower  in
               connection therewith to the Collateral Agent);"

     3.    Amendment  to  Section 7.12 of the  Credit  Agreement.
Section  7.12  of  the Credit Agreement "Indebtedness  for  Money
Borrowed"  is hereby modified and by deleting clause (c)  thereof
in its entirety and substituting the following in lieu thereof:

               "(c)  Indebtedness for Money Borrowed in existence
               on the date hereof, and set forth on Schedule 5.8;
               provided,  however,  (i) in  connection  with  the
               mortgage  facility  on the corporate  headquarters
               building  owned by GC Properties as set  forth  on
               Schedule  5.8,  such  mortgage  facility  may   be
               increased  by  an amount not to exceed  $5,000,000
               after the date hereof, and (ii) Borrower may incur
               additional  Indebtedness  for  Money  Borrowed  to
               CoBank, ACB in an amount of up to $10,000,000 (the
               "CoBank   Additional  Debt")  on  or   after   the
               Repurchase  Release Date, provided such additional
               Indebtedness is subject to documentation  in  form
               and substance acceptable to the Agent;"

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

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

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

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

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

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

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

     7.    Expenses.   The Borrower agrees to pay all  reasonable
expenses of the Agent incurred in connection with this Amendment,
including,  without limitation, all fees and expenses of  counsel
to the Agent.

     8.    Counterparts.   This  Amendment  may  be  executed  in
multiple  counterparts, each of which shall be deemed  to  be  an
original  and all of which, taken together, shall constitute  one
and  the  same agreement. Delivery of an executed counterpart  of
this Amendment by facsimile transmission shall be as effective as
delivery of a manually executed counterpart hereof.

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

     10.   Conditions to Effectiveness.  This Amendment shall  be
effective  as  of the date first written above upon  the  Agent's
receipt of (a) a counterpart hereof duly executed by the Borrower
and  the  Required Lenders, and (b) such other documents executed
by  the  Borrower or the Guarantors as the Agent  may  reasonably
require.




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

BORROWER:
                                 GOLD KIST INC.

                                   By: /s/ Stephen O. West
                                   Name:  Stephen O. West
                                   Title: Chief Financial Officer
                                   and Treasurer


                                   By: (no signature)
                                   Name:
                                   Title:


                                 [SEAL]

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


                                   By: /s/ Richard J. Beard
                                   Name: Richard J. Beard
                                 Title: Executive Director


                                   By: /s/ Edward J. Peyser
                                   Name: Edward J. Peyser
                                   Title: Managing Director


LENDERS:                         SUNTRUST BANK


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


                                 By: (no signature)
                                  Name:
                                  Title:


                                 HARRIS TRUST AND SAVINGS BANK


                                 By: /s/ Curtis Flammini
                                  Name: Curtis Flammini
                                  Title: Vice President


                                 By: (no signature)
                                  Name:
                                  Title:



                                 U.S. BANK NATIONAL ASSOCIATION


                                 By: /s/ Kathi L. Hatch
                                  Name: Kathi L. Hatch
                                  Title: Assistant Vice
                                 President


                                 By: (no signature)
                                  Name:
                                  Title:

                                 COBANK, ACB


                                 By: /s/ Kenneth L. Warlick
                                  Name: Kenneth L. Warlick
                                  Title: Vice President


                                 By: (no signature)
                                  Name:
                                  Title:



                                 NATEXIS BANQUES POPULAIRES


                                 By: /s/
                                  Name:
                                  Title:


                                 By: /s/
                                  Name:
                                  Title:

                                 ING CAPITAL LLC


                                 By: /s/ William B. Redmond
                                  Name: William B. Redmond
                                  Title: Director

                                 By: (no signature)
                                  Name:
                                  Title:



                               THE CIT GROUP/BUSINESS CREDIT,
                               INC.

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


                               By: (no signature)
                                Name:
                                Title:

                               GREENSTONE FARM CREDIT SERVICES,
                               FLCA

                               By: /s/ R. A. Schroeder
                                Name: R. A. Schroeder
                                Title: Senior Vice President
                               Capital Markets


                               By: /s/ David B. Armstrong
                                Name:  David B. Armstrong
                                Title: Executive Vice President



                               JOHN HANCOCK LIFE INSURANCE
                               COMPANY

                               By: /s/ David E. Johnson
                                Name: David E. Johnson
                                Title: Manager Director


                               By: (no signature)
                                Name:
                                Title:

                               JOHN HANCOCK VARIABLE LIFE
                               INSURANCE COMPANY

                               By: /s/ David E. Johnson
                                Name: David E. Johnson
                                Title: Authorized Signature


                               By: (no signature)
                                Name:
                                Title:



                               SIGNATURE 4 LIMITED

                               By: John Hancock Life Insurance
                                  Company, as Portfolio Advisor

                               By: /s/ David E. Johnson
                                Name: David E. Johnson
                                Title: Managing Director

                               SIGNATURE 5 L.P.

                               By:     John Hancock Life
                                  Insurance Company, as
                                  Portfolio Advisor


                               By: /s/ David E. Johnson
                                Name: David E. Johnson
                                Title: Managing Director

                               MELLON  BANK, N.A., solely in  its
                               capacity  as Trustee for the  Bell
                               Atlantic  Master Trust as directed
                               by  John  Hancock  Life  Insurance
                               Company,    and   not    in    its
                               individual capacity

                               By: /s/ Carole Bruno
                                Name: Carole Bruno
                                Title: Authorized Signatory


                               By: (no signature)
                                Name:
                                Title:



                      CONSENT OF GUARANTORS

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


                              AGRATECH SEEDS INC.

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


                              AGRATRADE FINANCING, INC.

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


                              CROSS EQUIPMENT COMPANY, INC.

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


                              GK FINANCE CORPORATION

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


                              GK PEANUTS, INC.


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


                              GK PECANS, INC.

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


                              LUKER INC.

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