Exhibit B-4(f)(4)

                FIRST AMENDMENT TO NOTE AGREEMENT


     This   First   Amendment,  dated  January  29,  2003   (this
"Amendment"),  is made to that Second Consolidated,  Amended  and
Restated Note Agreement dated as of September 27, 2002 (the "Note
Agreement"),  among  Gold  Kist  Inc.,  a  cooperative  marketing
association organized and existing under the laws of the State of
Georgia  (the  "Company"), The Prudential  Insurance  Company  of
America   ("Prudential")   and  the   Gateway   Recovery   Trust.
Capitalized  terms  used herein and not otherwise  defined  shall
have the meanings set forth in the Note Agreement.

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

     WHEREAS,  the  Company has requested that  Prudential  amend
certain  provisions  of  the Note Agreement  and  Prudential  has
agreed  to  do so on the terms and conditions set forth  in  this
Amendment;

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

A.   Pursuant to paragraph 11C of the Note Agreement, the Company
and  the  Required  Holders hereby agree the  Note  Agreement  is
amended as follows:

     1.    Paragraph  6D.   Paragraph 6D is hereby  modified  and
amended by deleting clauses (xv) and (xvii) in their 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  the
               Company'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
               Prudential  (including,  without  limitation,
               the  assignment  of any promissory  note  and
               security interest received by the Company  in
               connection   therewith  to   the   Collateral
               Agent);"

                    "(xvii)   make  or  permit   to   remain
               outstanding  investments in any money  market
               fund   that   invests  only  in   investments
               described  in subsections (iii),  (iv),  (v),
               (vi), (vii), or (viii) of this Paragraph 6D."

     2.    Paragraph  6L.   Paragraph 6L is hereby  modified  and
amended  by  deleting  clause (iv) thereof in  its  entirety  and
substituting the following in lieu thereof:

                    "(iv) Indebtedness for Money Borrowed in
               existence  on the date hereof, and set  forth
               on  Schedule  6L; provided, however,  (i)  in
               connection with the mortgage facility on  the
               corporate headquarters building owned  by  GC
               Properties as set forth on Schedule 6L,  such
               mortgage  facility  may be  increased  by  an
               amount  not  to exceed $5,000,000  after  the
               date  hereof, and (ii) the Company may  incur
               additional Indebtedness for Money Borrowed to
               CoBank, ACB in an amount of up to $10,000,000
               (the "CoBank Additional Debt"), provided such
               additional   Indebtedness   is   subject   to
               documentation    in   form   and    substance
               acceptable to the Noteholders;"

     3.    Paragraph 10.  (a) Paragraph 10 of the Note  Agreement
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 paragraph 6L hereof.

                    "Debt  Repurchase Agreement" means  that
               certain  Debt  Repurchase  Agreement  between
               CoBank,  ACB,  the Company, and  Young  Pecan
               Shelling Company, Inc. dated as of April  30,
               2001, as amended.

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

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

     (b)   Paragraph 10 of the Note Agreement, is hereby  further
modified and amended by deleting the definitions of "CoBank Note"
and "Note Purchase Date" therefrom in their entirety.

B.    Conditions  of  Effectiveness.  Upon  satisfaction  of  the
following, the effective date of this Amendment shall be  January
29,  2003.  This Amendment shall become effective when, and  only
when,

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

          (a)  executed originals of this Amendment;

          (b)  evidence satisfactory to Prudential that the First
     Amendment  to  the  Bank Agreement, in form  and  substances
     substantially  the  same as this Amendment,  has  been  duly
     executed, delivered and has taken effect;

          (c)   evidence  satisfactory  to  Prudential  that  all
     obligations  of the Company and Young Pecan under  the  Debt
     Repurchase  Agreement  have been  terminated  and  that  any
     amounts owed thereunder have been paid in full;

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

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

     3.     Except  as  previously  disclosed  to  Prudential  in
writing,  the  representations and  warranties  contained  herein
shall be true on and as of the date hereof, and there shall exist
on  the  date hereof no Event of Default or Default; there  shall
exist  no  material  adverse change in the  financial  condition,
business   operation  or  prospects  of  the   Company   or   its
Subsidiaries since September 28, 2002; and the Company shall have
delivered to Prudential an Officer's Certificate to such effect.

C.   Representations and Warranties.

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

     2.   The Company further represents and warrants as follows:

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

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

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

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

D.   Miscellaneous.

     1.   Reference to and Effect on the Note Agreement.

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

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

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

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

     3.   Additional Agreements.  On or about the date of this
Amendment, the Company is entering into certain Financing
Agreements that contain terms, covenants or events of default
that are more favorable to the parties under the Financing
Agreements than are the terms of the Note Agreement and Related
Documents to the holders of the Notes.  The Company and each
Subsidiary covenant and agree that the Note Agreement and each
other Related Document shall be amended  to contain each such
more favorable term, covenant or event of default (together with
any grace periods for such term, covenant or event of default as
provided in the Financing Agreements), and the Company further
agrees to execute and deliver all such documents requested by the
holders of the Notes to reflect such amendment.  Prior to the
execution and delivery of such documents by the Company, the Note
Agreement and each other Related Document shall be deemed to
contain each such more favorable term, covenant or event of
default, for purposes of determining the rights and obligations
thereunder.  As used in this paragraph, the phrase "terms,
covenants or events of default" (including both the singular and
plural) shall not be a reference to interest rate, maturity,
amortization, prepayment or similar financial terms of the Notes
or the Indebtedness governed by the Financing Agreements.  If the
Company shall fail to comply with this paragraph on or prior to
February 19, 2003, the Company and each of the Subsidiaries agree
that such failure shall constitute an Event of Default under the
Note Agreement and the holders of the Notes shall have the right
to exercise any and all rights available under paragraphs 7A and
7D of the Note Agreement and/or under applicable law.

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

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

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

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


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


                              GOLD KIST INC.



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

                              THE PRUDENTIAL INSURANCE
                                COMPANY OF AMERICA



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

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



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

                   CONSENT OF GUARANTORS

      We,  the undersigned, each as a Guarantor pursuant to  that
certain Amended and Restated Subsidiary Guaranty dated as of  the
27th  day  of September, 2002 (as amended, restated, supplemented
or  otherwise modified from time to time, the "Guaranty"), hereby
each   (a)  acknowledge  receipt  of  a  copy  of  the  foregoing
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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